SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SHOREWOOD PACKAGING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 11-2742734
(State of Incorporation (I.R.S. Employer
or Organization) Identification no.)
277 Park Avenue
New York, New York 10172-0124
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. |X|
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. | |
Securities Act registration statement file number to which this form
relates:______________________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
------------------- ------------------------------
Preferred Stock Purchase The New York Stock Exchange
Rights
Securities to be registered pursuant to Section 12(g) of the Act: None
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Effective as of February 16, 2000, the Rights Agreement, dated as of
June 12, 1995 (the "Rights Agreement"), between Shorewood Packaging
Corporation ("Shorewood"), a Delaware corporation, and The Bank of New
York, a New York banking corporation, as Rights Agent, was amended (the
"Amendment") in order to, among other things, (i) prevent International
Paper - 37, Inc. ("Sub"), a Delaware corporation and a wholly owned
subsidiary of International Paper Company ("IP"), a New York corporation,
and IP from becoming or being deemed an Acquiring Person (as defined in the
Rights Agreement); and (ii) prevent a Stock Acquisition Date or a
Distribution Date (each as defined in the Rights Agreement) from occurring,
in each case, as a result of (a) the execution of (x) the Agreement and
Plan of Merger, dated as of February 16, 2000 (the "Merger Agreement"), by
and among IP, Sub and Shorewood, in connection with the tender offer by Sub
to purchase all outstanding shares of common stock, par value $0.01 per
share, of Shorewood (the "Shares"), including the associated rights to
purchase the preferred stock issued pursuant to the Rights Agreement, at a
purchase price of $21.00 per Share (the "IP Offer") and the merger of Sub
with and into Shorewood as provided for in the Merger Agreement (the
"Merger") or (y) the Stockholders Agreement, dated as of February 16, 2000
(the "Stockholders Agreement"), by and among IP, Sub, Shore Family
Partnership, L.P., Marc P. Shore, Paul Shore Estate Marital Trust, Andrew
N. Shore, Paul Shore Marital Trust and Howard M. Liebman (the "Principal
Stockholders"), pursuant to which each Principal Stockholder has agreed,
among other things, to tender all of his Shares into the IP Offer and not
to withdraw any Shares so tendered and to vote his Shares in favor of the
Merger, (b) the public or other announcement of the Merger, (c) the public
or other announcement of the IP Offer, (d) the commencement of the IP
Offer, (e) the consummation of the IP Offer, (f) the consummation of the
Merger, (g) the acquisition of beneficial ownership of Shares by IP or Sub
pursuant to the Merger Agreement or the Stockholders Agreement, or (h) the
consummation of any of the other transactions contemplated by the Merger
Agreement or the Stockholders Agreement.
A copy of the Amendment is attached hereto as Exhibit F and is
incorporated herein by reference. The foregoing description of the
Amendment does not purport to be complete and is qualified in its entirety
by reference to the complete text of the Amendment. Capitalized terms used
herein and not otherwise defined have the meanings ascribed to them in the
Registration Statement on Form 8-A to which this Form 8-A/A relates. In
addition, a description of Shorewood's Preferred Share Purchase Rights
contained under the caption "Description of the Registrant's Securities to
be Registered" in Shorewood's Registration Statement on Form 8-A dated June
8, 1995, is incorporated by reference herein.
ITEM 2. EXHIBITS.
A. Shorewood's Certificate of Incorporation as amended,
incorporated by reference to Exhibit 3.1 to Shorewood's
Registration Statement on Form S-1, as amended, as filed
with the Securities and Exchange Commission (the
"Commission") on September 4, 1986, Commission File No.
33-8490.
B. Shorewood's Certificate of Designation, Preferences and
Rights of Series B Junior Participating Preferred Stock as
filed with the Secretary of State of the State of Delaware
on June 8, 1995, incorporated by reference to Exhibit 2.2 to
Shorewood's Registration Statement on Form 8-A, as filed
with the Commission on June 8, 1995.
C. Shorewood's By-laws, incorporated by reference to Exhibit
3.2 to Shorewood's Current Report on Form 8-K, as filed with
the Commission on February 17, 2000.
D. Rights Agreement, dated as of June 12, 1995 (the "Rights
Agreement"), entered into between Shorewood and The Bank of
New York, as Rights Agent, incorporated by reference to
Exhibit 99.4 to Shorewood's Registration Statement on Form
8-A, as filed with the Commission on June 13, 1995.
E. Certificate of Amendment to Shorewood's Certificate of
Incorporation dated as of September 23, 1998.
F. Amendment, dated as of February 16, 2000, to the Rights
Agreement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
SHOREWOOD PACKAGING CORPORATION
By: /s/ Andrew N. Shore
-----------------------------------
Name: Andrew N. Shore
Title: Vice President, General Counsel
and Secretary
Date: March 3, 2000
EXHIBIT E
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SHOREWOOD PACKAGING CORPORATION
Shorewood Packaging Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, at a
meeting duly held, adopted a resolution proposing and declaring advisable the
following amendment to the Certificate of Incorporation of said corporation:
"RESOLVED, that the total number of common shares authorized
be increased by twenty million (20,000,000) shares from forty
million (40,000,000) to sixty million (60,000,000) shares,
subject to the approval of the Shareholders and that the
Articles of Incorporation be amended to reflect the same."
SECOND: That the first paragraph of Article FOURTH of the
Certificate of Incorporation of said corporation be amended by deleting such
paragraph in its entirety and substituting the following therefor:
FOURTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is
65,050,000 shares, consisting of 50,000 shares of Series A
Preferred Stock, par value $10 per share (the "Series A
Preferred Stock"), 5,000,000 shares of Preferred Stock, par
value $10 per share (the "Preferred Stock") and 60,000,000
shares of Common Stock, par value $.01 per share (the "Common
Stock"). All cross references in each part of this Article
FOURTH refer to other paragraphs in such part unless otherwise
indicated."
The remainder of Article FOURTH is unchanged.
THIRD: That the foregoing amendment was authorized by a
majority vote of the members of the Board of Directors followed by authorization
by the Stockholders represented at the Annual Meeting of Stockholders who held a
majority of the outstanding shares of said corporation's Common Stock at the
record date for such Annual Meeting.
FOURTH: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, I have signed this Certificate of
Amendment to the Certificate of Incorporation and affirm that the statements
made herein are true as of this 23rd day of September, 1998.
/s/ Marc P. Shore
-------------------------------------
Marc P. Shore, Chairman of the Board,
Chief Executive Officer and President
EXHIBIT F
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of February 16, 2000, to the Rights Agreement,
dated as of June 12, 1995 (the "Agreement"), between Shorewood Packaging
Corporation, a Delaware corporation (the "Company"), and The Bank of New
York, a New York banking corporation, as rights agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein); and
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth in the Rights Agreement and this Amendment, the
parties hereby agree as follows:
1. Section 1(a) is amended by adding the following at the end of
said Section:
"; provided, however, that none of International Paper Company, a
New York corporation ("Parent"), International Paper - 37, Inc.,
a Delaware corporation and a wholly-owned subsidiary of Parent
("Purchaser"), and their Affiliates shall be deemed to be an
Acquiring Person solely by virtue of (i) the execution of the
Merger Agreement, dated as of February 16, 2000 (the "Merger
Agreement," which term shall include any amendments thereto) by
and among the Company, Parent and Purchaser, or (ii) the
execution of the Stockholders Agreement, dated as of February 16,
2000 (the "Stockholders Agreement," which term shall include any
amendments thereto) by and among Parent, Purchaser and certain
holders of the Common Stock, or (iii) the consummation of any of
the transactions contemplated by either the Merger Agreement or
the Stockholders Agreement, including, without limitation, the
public or other announcement of the tender offer provided for by
the Merger Agreement (the "Offer"), the consummation of the
Offer, the public or other announcement of the merger provided
for by the Merger Agreement (the "Merger"), the consummation of
the Merger, the public or other announcement of the acquisition
by Parent, Purchaser or any of their Affiliates of beneficial
ownership of any securities of the Company pursuant to the
Stockholders Agreement, and the acquisition by Parent, Purchaser
or any of their Affiliates of beneficial ownership of any
securities of the Company pursuant to the Offer, the Merger
Agreement or the Stockholders Agreement."
2. Section 1(c)(i) is amended by adding the following at the end of
said Section:
"; provided, further, that neither Parent, Purchaser nor any of
their Affiliates shall be deemed the "Beneficial Owner" or be
deemed to "beneficially own" any shares of Common Stock acquired
as a result of the consummation of the Offer, the consummation
of the Merger, the execution of the Stockholders Agreement or the
consummation of any of the transactions contemplated by the
Stockholders Agreement."
3. Section 1(c)(ii) is amended by adding the following at the end of
said Section:
"; provided, further, that neither Parent, Purchaser nor any of
their Affiliates shall be deemed the "Beneficial Owner" or be
deemed to "beneficially own" any shares of Common Stock acquired
as a result of the consummation of the Offer, the consummation of
the Merger, the execution of the Stockholders Agreement or the
consummation of any of the transactions contemplated by the
Stockholders Agreement."
4. Section 1(c)(iii) is amended by adding the following at the end
of said Section:
"; provided, further, that neither Parent, Purchaser nor any of
their Affiliates shall be deemed the "Beneficial Owner" or be
deemed to "beneficially own" any shares of Common Stock acquired
as a result of the consummation of the Offer, the consummation of
the Merger, the execution of the Stockholders Agreement or the
consummation of any of the transactions contemplated by the
Stockholders Agreement."
5. Section 11(b) is amended by adding the following at the end of
said Section:
"Notwithstanding anything to the contrary contained in this
Agreement, none of the announcement of the Offer, the
commencement of the Offer, the consummation of the Offer, the
announcement of the Merger, the consummation of the Merger or any
acquisition of shares of Common Stock pursuant to the
Stockholders Agreement shall constitute a Section 11(b) Event."
6. The term "Agreement" as used in the Rights Agreement shall be
used to refer to the Rights Agreement as amended hereby.
7. The foregoing amendment shall be deemed effective as of February
16, 2000, and except as set forth herein, the Rights Agreement shall remain
in full force and effect and shall be otherwise unaffected hereby.
8. By his execution hereof, the undersigned officer of the Company
certifies on behalf of the Company that this Amendment is in compliance
with the terms of Section 27 of the Rights Agreement.
9. This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed this 3rd day of March 2000.
SHOREWOOD PACKAGING CORPORATION
By: /s/ Andrew N. Shore
-------------------------------------
Name: Andrew N. Shore
Title: Vice President, General Counsel & Secretary
THE BANK OF NEW YORK
By: /s/ James Dimino
--------------------------------------
Name: James Dimino
Title: Vice President
