SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
SHOREWOOD PACKAGING CORPORATION
(Name of Subject Company)
SHOREWOOD PACKAGING CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
825229107
(CUSIP Number of Class of Securities)
Andrew N. Shore, Esq.
Vice President, General Counsel and Secretary
Shorewood Packaging Corporation
277 Park Avenue
New York, New York 10172
Telephone: (212) 371-1500
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement).
With a Copy to:
Jeffrey W. Tindell, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022-3897
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
Shorewood Packaging Corporation, a Delaware corporation
("Shorewood"), hereby amends and supplements its
Solicitation/Recommendation Statement on Schedule 14D-9 initially filed
with the Securities and Exchange Commission on December 16, 1999, relating
to the offer (the "Offer") by Sheffield, Inc., a Delaware corporation and a
wholly owned subsidiary of Chesapeake Corporation, a Virginia corporation,
to purchase all of the issued and outstanding common stock, par value $0.01
per share, of Shorewood, including the associated rights to purchase
preferred stock issued pursuant to the Rights Agreement, dated as of June
12, 1995, between Shorewood and The Bank of New York, as Rights Agent.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 is hereby amended and supplemented as follows:
On December 17, 1999, Mr. Johnson delivered the following letter
to Mr. Shore:
December 17, 1999
Mr. Marc P. Shore
Chairman of the Board & Chief Executive Officer
Shorewood Packaging Corporation
277 Park Avenue
New York, New York 10172
Dear Marc:
I am writing on behalf of the Board of Directors of Chesapeake. The 14-D9
Shorewood filed yesterday with the Securities and Exchange Commission
indicates that your Board is exploring alternatives to enhance stockholder
value. Your filing also indicates that Shorewood has entered into
confidentiality agreements and begun preliminary discussions with third
parties, other than Chesapeake, who are interested in pursuing a
transaction.
You have told me personally that you and your board believe a combination
of our two companies makes strategic sense. Given that Shorewood is
exploring strategic alternatives, any process undertaken by the Shorewood
Board to enhance shareholder value must include Chesapeake or you would be
doing a disservice to your stockholders, as well as your customers and
employees.
Chesapeake is a ready, willing and able buyer. As I indicated in an earlier
letter, we have in place a fully committed credit facility from First Union
National Bank that permits us to complete our acquisitions of both Boxmore
and Shorewood on the terms of our offers.
Accordingly, neither offer is subject to any financing conditions.
We reiterate our offer to meet with the Shorewood Board to negotiate the
terms, including price and structure, of an acquisition of Shorewood by
Chesapeake. Given the importance to your stockholders of our continued
interest in Shorewood, we are ready to meet with you and your advisors at
your earliest convenience.
Sincerely,
/s/ Thomas H. Johnson
Thomas H. Johnson
President & Chief Executive Officer
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented as follows:
Exhibit No. Description
- ----------- -----------
23. Memorandum to Shorewood Packaging Corporation employees
disseminated on December 16, 1999.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
SHOREWOOD PACKAGING CORPORATION
By: /s/ Andrew N. Shore
------------------------------
Name: Andrew N. Shore
Title: Vice President, General Counsel and
Secretary
Dated: December 21, 1999
EXHIBIT 23
[LETTER DISTRIBUTED TO THE EMPLOYEES OF SHOREWOOD PACKAGING CORPORATION]
Important
December 16, 1999
Re: Shorewood Board Unanimously Rejects Chesapeake Offer
To All Employees:
As you probably know, Chesapeake Corporation has made an unsolicited offer
to buy Shorewood. As part of our Board of Directors' responsibility to act
in the best interests of the Company and its stockholders, the Board
thoroughly considered the Chesapeake proposal. After a full evaluation, our
Board today announced that it has unanimously recommended that Shorewood
shareholders reject Chesapeake's offer. The Board's decision was based on
the grounds that the Chesapeake offer is inadequate and not in the best
interests of the Company.
Shorewood has a variety of strategic alternatives available to it. As part
of its review, the Board has authorized management to explore several of
those opportunities, which we are now doing. This process in no way means
that Shorewood is for sale and we do not expect that this will affect the
Company's day-to-day operations. The Company has never been stronger and
our outlook is very positive - thanks in large part to all of your hard
work.
Shorewood management remains committed to fulfilling our strategic vision
for the Company. In the past year, we've successfully integrated Queens
Group and opened our 125,000 square foot plant in China. We're very excited
about these and other Shorewood initiatives that will position the Company
for future growth and benefit our employees and customers.
We expect this process to continue for the next several months, and you
will likely read or hear things from Chesapeake that may not accurately
reflect what's happening. We plan to keep you posted about significant
developments and urge you to stay focused on your job and continuing to
execute our business strategy. We want to thank you in advance for your
continued support and hard work.
On behalf of all of us here at Shorewood, we'd also like to take this
opportunity to wish you a safe and happy holiday season.
Marc P. Shore
Chairman
