SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14A INFORMATION
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SECURITIES EXCHANGE ACT OF 1934
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SHOREWOOD PACKAGING CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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CONTACT:
Sard Verbinnen & Co.
Brandy Bergman
(212) 687-8080
FOR IMMEDIATE RELEASE
SHOREWOOD PACKAGING CORPORATION COMMENTS ON
CHESAPEAKE'S POOR TENDER OFFER RESULTS
NEW YORK, NY, December 29, 1999 - Shorewood Packaging Corporation
(NYSE:SWD) today noted that, due to lack of support from Shorewood's
stockholders, Chesapeake Corporation (NYSE: CSK) has significantly extended
the time period for Shorewood stockholders to tender their shares into its
offer. With only three business days remaining until Chesapeake's tender
offer was initially set to expire, less than 1% of Shorewood's outstanding
shares were tendered.
Marc P. Shore, Chairman and Chief Executive Officer, stated, "Clearly,
the tender offer results represent a vote of no-confidence by Shorewood's
stockholders in Chesapeake's highly conditional, inadequate offer. We are
pleased that this was recognized by an overwhelming majority of our
stockholders. We remain committed to exploring the various strategic
alternatives available to us to enhance the value of Shorewood shares."
Shorewood Packaging Corporation is a leading value-added provider of
high quality printing and paperboard packaging for the music, computer
software, cosmetics and toiletries, food, home video, tobacco and general
consumer markets in North America and China, with 16 plants in the United
States, Canada and China.
# # #
Certain statements included in this press release constitute "forward-
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995 (the "Act"). While the safe harbors intended to be
created by the Act are not available to statements made in connection with a
tender offer, it has not been judicially determined whether such safe harbor
provisions apply to forward-looking statements made in connection with a
consent solicitation conducted in connection with a tender offer. However,
the consent solicitation by Chesapeake Corporation is intended to facilitate
its tender offer, and the statements made herein may be deemed to have been
made in connection with such tender offer. Accordingly, such statements may
not be covered by the safe harbor provisions of the Act. Any forward-looking
statements made herein are only predictions, subject to risks and
uncertainties that exist in the business environment which could render
actual outcomes and results materially different from those expressed in such
statements, including, but not limited to, general economic and business
conditions, competition, political changes in international markets, raw
material and other operating costs; costs of capital equipment, changes in
foreign currency exchange rates, changes in business strategy or expansion
plans, the results of continuing environmental compliance testing and
monitoring; quality of management; availability, terms and development of
capital, fluctuating interest rates and other factors referenced in this
release and in Shorewood's annual report on Form 10-K and quarterly reports
on Form 10-Q.
THIS PRESS RELEASE DOES NOT CONSTITUTE A SOLICITATION TO REVOKE CONSENTS
IN CONNECTION WITH THE CONSENT SOLICITATION OF CHESAPEAKE CORPORATION. ANY
SUCH SOLICITATION WILL BE MADE ONLY BY MEANS OF SEPARATE CONSENT SOLICITATION
MATERIALS COMPLYING THE REQUIREMENTS OF SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED
THEREUNDER.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Shorewood Packaging Corporation ("Shorewood") and certain other
persons named below may be deemed to be participants in the solicitation
of revocations of consents in response to the consent solicitation being
conducted by Chesapeake Corporation ("Chesapeake"). The participants in
this solicitation may include: (i) the directors of Shorewood (Marc P.
Shore (Chairman of the Board and Chief Executive Officer), Howard M.
Liebman (President and Chief Financial Officer), Leonard Verebay (Executive
Vice President), Andrew N. Shore (Vice President and General Counsel),
Kevin J. Bannon, Sharon R. Fairley, Virginia A. Kamsky, R. Timothy
O'Donnell and William P. Weidner; and (ii) William H. Hogan (Senior Vice
President, Finance and Corporate Controller). As of the date of this
communication, the number of shares of common stock, par value $0.01 per
share ("Common Stock"), beneficially owned by the Shorewood participants
(including shares subject to stock options exercisable within 60 days) is
as follows: Marc P. Shore (4,750,485), Howard M. Liebman (233,269), Leonard
J. Verebay (500,180), Andrew N. Shore (169,052), Kevin J. Bannon (33,000),
Virginia A. Kamsky (4,500), R. Timothy O'Donnell (326,118); William P.
Weidner (57,000); and William H. Hogan (30,500).
Shorewood has retained Bear, Stearns & Co. Inc. ("Bear Stearns") and
Jefferson Capital Group, Ltd. ("Jefferson Capital") to act as its co-
financial advisors in connection with the tender offer (the "Offer") by
Chesapeake and its wholly owned subsidiary, Sheffield, Inc., to purchase
shares of Common Stock for $17.25 per share net to the seller in cash, for
which Bear Stearns and Jefferson Capital may receive substantial fees, as
well as reimbursement of reasonable out-of-pocket expenses. In addition,
Shorewood has agreed to indemnify Bear Stearns, Jefferson Capital and
certain related persons against certain liabilities, including certain
liabilities under the federal securities laws, arising out of their
engagement. Neither Bear Stearns nor Jefferson Capital admit that they or
any of their partners, directors, officers, employees, affiliates or
controlling persons, if any, is a "participant" as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934, as amended, in the
solicitation of consent revocations, or that Schedule 14A requires the
disclosure of certain information concerning Bear Stearns and Jefferson
Capital, respectively.
In connection with Bear Stearns' role as co-financial advisor to
Shorewood, Bear Stearns and the following investment banking employees of
Bear Stearns may communicate in person, by telephone or otherwise with a
limited number of institutions, brokers or other persons who are
stockholders of Shorewood and may solicit consent revocations therefrom:
Terence Cryan (Senior Managing Director), Charles Edelman (Senior Managing
Director), Mark A. Van Lith (Managing Director) and Karen Duffy (Vice
President). Bear Stearns engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional
and individual clients. In the normal course of its business Bear Stearns
may trade securities of Shorewood for its own account and the accounts of
its customers, and accordingly, may at any time hold a long or short
position in such securities. Bear Stearns has informed Shorewood that, as
of the date hereof, Bear Stearns held, net long, no shares of Common Stock
for its own account. Bear Stearns and certain of its affiliates may have
voting and dispositive power with respect to certain shares of Common Stock
held in asset management, brokerage and other accounts. Bear Stearns and
such affiliates disclaim beneficial ownership of such shares of Common
Stock.
In connection with Jefferson Capital's role as co-financial advisor to
Shorewood, Jefferson Capital and the following investment banking employees
of Jefferson Capital may communicate in person, by telephone or otherwise
with a limited number of institutions, brokers or other persons who are
stockholders of Shorewood and may solicit consent revocations therefrom: R.
Timothy O'Donnell (President) and Louis W. Moelchert (Vice President). R.
Timothy O'Donnell is the beneficial owner of 276,118 shares of Common
Stock. Louis W. Moelchert is the beneficial owner of 1,500 shares of
Common Stock. Jefferson Capital has informed Shorewood that, as of the
date hereof, it held 22,231 shares of Common Stock in its investment
account.
