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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): December 16, 1999
Shorewood Packaging Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-15007 11-2742734
(Commission File Number) (IRS Employer Identification No.)
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 5. OTHER EVENTS
On December 15, 1999, at a meeting of the Board of Directors
of Shorewood Packaging Corporation ("Shorewood"), the Board approved an
amendment to Shorewood's By-laws in order to correct a typographical error in
Article VI, Section 6 of the By-laws. The language that was inadvertantly
omitted appears in all capital letters below. The text of the amended first
paragraph of Article VI, Section 6 of the By-laws, now reads in its entirety as
follows:
"Section 6. Record Date: (A) The Board of Directors may fix a
record date, which shall not be more than sixty (60) nor less than ten
(10) days before the date of any meeting of stockholders, nor more than
sixty (60) days prior to the time for any other action hereinafter
described, as of which there shall be determined the stockholders who
are entitled: to notice of or to vote at any meeting of stockholders or
any adjournment thereof; to express consent to corporate action in
writing without a meeting consistent with and as provided in subsection
(B) below; to receive payment of any dividend or other distribution or
allotment of any rights; or to exercise any rights with respect to any
change, conversion or exchange of stock or with respect to any other
lawful action . (B) In order that the corporation may determine the
stockholders entitled to consent to corporate action in writing without
a meeting, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which date shall
not be more than ten (10) days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors. Any
stockholder of record seeking to have the stockholders authorize or
take corporate action by written consent shall, by written notice to
the Secretary of the corporation, request the Board of Directors to fix
a record date. The Board of Directors shall promptly, but in all events
within ten (10) days after the date on which such a request is received
by the Secretary, adopt a resolution fixing THE RECORD DATE. IF NO
RECORD DATE HAS BEEN FIXED by the Board of Directors within ten (10)
days of the date on which such a request is received, the record date
for determining stockholders entitled to consent to corporate action in
writing without a meeting, when no prior action by the Board of
Directors is required by applicable law, shall be the first date on
which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the corporation by delivery to its
registered office in the State of Delaware, its principal place of
business, or any officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded.
Delivery made to the corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no
record date has been fixed by the Board of Directors and prior action
by the Board of Directors is required by applicable law, the record
date for determining stockholders entitled to consent to corporate
action in writing without a meeting shall be at the close of business
on the date on which the Board of Directors adopts the resolution
taking such prior action."
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: December 16, 1999
Shorewood Packaging Corporation
By: /s/Howard Liebman
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Name: Howard Liebman
Title: President and Chief Financial Officer
