============================================================================
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. 8)
----------------------
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
Four Times Square
New York, New York 10036-6522
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 (the
"Schedule 14D-9"), 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 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Item 5 is hereby amended and supplemented to correct a
typographical error in Amendment No. 7 to the Schedule 14D-9. In such
Amendment No. 7, the caption "Transaction Value" in the Transaction Fee
Schedule failed to indicate that all of the numbers below such caption were
in thousands. The Transaction Fee Schedule should read as follows:
TRANSACTION FEE SCHEDULE
STANDARD TRANSACTION
TRANSACTION VALUE (000s) FEE PERCENTAGE STANDARD TRANSACTION FEE
- ------------------------ -------------- ------------------------
$100,000 (or lower) 1.20% $1,200,000 (or lower)
$200,000 1.00% $2,000,000
$500,000 0.70% $3,500,000
$750,000 0.60% $4,500,000
$1,000,000 0.50% $5,000,000
$2,000,000 0.40% $8,000,000
$5,000,000 0.30% $15,000,000
$10,000,000 (or higher) 0.20% $20,000,000 (or higher)
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: January 18, 2000
