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. 10)
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 by
Sheffield, Inc., a Delaware corporation ("Sheffield") and a wholly owned
subsidiary of Chesapeake Corporation, a Virginia corporation
("Chesapeake"), 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 February 11, 2000, Shorewood sent a letter to Chesapeake offering
to provide Chesapeake and its representatives with the same business plan
that has been provided to other interested parties, conditioned upon
Chesapeake executing a confidentiality agreement containing customary
standstill provisions. During the course of the ensuing weekend, Shorewood
agreed to delete the standstill provisions from the confidentiality
agreement. After further discussions over the terms of the confidentiality
agreement, at the end of the business day on February 14, 2000, Shorewood
and Chesapeake executed a confidentiality agreement containing customary
provisions, but having no standstill provisions. Since the execution of
such confidentiality agreement, Shorewood has made available to Chesapeake
certain confidential and proprietary information, including a copy of its
business plan. Other than making available such information, there have
been no substantive discussions between Shorewood and Chesapeake with
respect to the terms of any negotiated transaction, and no assurances can
be made that if any such discussions should ensue that they would result in
a negotiated transaction between Shorewood and Chesapeake.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
Item 7 is hereby amended and supplemented by incorporating by
reference the information set forth in the above amendment to Item 4.
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: February 14, 2000
