<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K/A
AMENDMENT NO. 3 TO FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 30, 1998
SHOREWOOD PACKAGING CORPORATION
(Exact name of registrant as specified in charter)
Delaware 0-15007 11-2742734
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification Number)
277 Park Avenue, New York, New York 10172
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 371-1500
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial Information
(i) Introduction To Unaudited Pro Forma Condensed Combined
Financial Information
(ii) Unaudited Pro Forma Condensed Combined Statement of Earnings
For the 26 Weeks Ended October 31, 1998
(iii) Unaudited Pro Forma Condensed Combined Statement of Earnings
For the 52 Weeks Ended May 2, 1998
(iv) Notes To Unaudited Pro Forma Condensed Combined Statements of
Earnings
(c) Exhibits
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SHOREWOOD PACKAGING CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
FOR THE 26 WEEKS ENDED OCTOBER 31, 1998
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
SHOREWOOD QUEENS (a)
HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA
----------- ----------- ------------ ----------
<S> <C> <C> <C> <C>
Net Sales $ 260,737 $ 65,503 $ -- $ 326,240
----------- ----------- --------- -----------
Costs and Expenses:
Cost of Sales 200,207 50,920 155 (b) 251,282
Selling, General and Administrative 28,903 11,215 984 (c) 39,934
(1,168)(b)
----------- ----------- ---------- -----------
Earnings from Operations 31,627 3,368 35,024
Other Income, net 859 939 (939)(d) 859
Interest Expense (5,091) (622) (2,462)(e) (8,175)
---------- ---------- --------- -----------
Earnings Before Provision for Income Taxes,
Extraordinary Item and Cumulative Effect of
a Change in Accounting Principle 27,395 3,685 27,708
Provision for Income Taxes 10,685 93 28 (f) 10,806
----------- ----------- --------- -----------
Earnings Before Extraordinary Item and
Cumulative Effect of a Change in Accounting
Principle $ 16,710 $ 3,592 $ 16,902
=========== =========== ===========
EARNINGS PER SHARE INFORMATION:
BASIC:
Earnings Before Extraordinary Item and
Cumulative of a Change in Accounting
Principle $ .63 $ .62
=========== ===========
DILUTED:
Earnings Before Extraordinary Item and
Cumulative of a Change in Accounting
Principle $ .62 $ .61
=========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 26,473 808 (g) 27,281
=========== ========= ===========
Diluted 27,097 808 (g) 27,905
=========== ========= ===========
</TABLE>
See accompanying notes to unaudited pro forma condensed combined statements of
earnings.
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SHOREWOOD PACKAGING corporation
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
FOR THE 52 WEEKS ENDED MAY 2, 1998
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
SHOREWOOD QUEENS (h)
HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Net Sales $ 415,386 $ 150,896 $ -- $ 566,282
----------- ----------- ---------- -----------
Costs and Expenses:
Cost of Sales 319,728 118,022 371 (b) 438,121
Selling, General and Administrative 46,410 27,594 2,430 (c) 73,631
(2,803)(b)
----------- ----------- ---------- -----------
Earnings from Operations 49,248 5,280 54,530
Other Income, net 743 1,367 (1,367)(d) 743
Interest Expense (7,649) (1,462) (6,155)(e) (15,266)
----------- ----------- ---------- -----------
Earnings Before Provision for Income Taxes 42,342 5,185 40,007
Provision for Income Taxes 16,047 226 (1,111)(f) 15,162
----------- ----------- ----------- -----------
Net Earnings $ 26,295 $ 4,959 $ 24,845
=========== =========== ===========
EARNINGS PER SHARE INFORMATION:
BASIC:
Net Earnings $ .97 $ .89
=========== ===========
DILUTED:
Net Earnings $ .95 $ .86
=========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 27,057 1,000 (g) 28,057
=========== ========== ===========
Diluted 27,723 1,000 (g) 28,723
=========== ========== ===========
</TABLE>
See accompanying notes to unaudited pro forma condensed combined statements of
earnings.
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SHOREWOOD PACKAGING CORPORATION
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(Dollar amounts in thousands)
(a) Represents the historical financial statements of Queens for the 21
weeks ended September 27, 1998. The historical results of Queens from
September 28, 1998 through October 31, 1998 are included within the
historical results of Shorewood.
(b) Represents an adjustment to the historical salary expense of Queens
relating to new contracts entered into with certain executives as part
of the business combination, and certain reclassifications in order to
conform the Queens financial statement classifications to the
Company's.
(c) Represents the amortization of goodwill calculated as of May 4, 1997.
Goodwill is being amortized over an estimated useful life of 40 years.
Goodwill and the related amortization expense are subject to possible
adjustment resulting from the completion of the final purchase price
adjustments and appraisals.
(d) Represents the elimination of historical other income of a Queens
affiliated entity that was not acquired.
(e) Represents the interest expense on the borrowings used to fund the
Queens acquisition at an interest rate of 6.5%.
(f) Queens consisted of "S" corporations prior to the consummation of the
acquisition. This adjustment reflects the net increase in the provision
for income taxes assuming (i) Queens was a "C" corporation and (ii) the
adjustments described in notes (b), (c), (d) and (e) above.
(g) Represents the weighted average shares issued in connection with the
acquisition.
(h) Represents the historical financial statements of Queens for the 52
weeks ended May 3, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SHOREWOOD PACKAGING CORPORATION
By: /s/ Howard M. Liebman
------------------------------------------
Howard M. Liebman
President and Chief Financial Officer
Date: July 23, 1999
