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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
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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
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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 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
Item 7 is hereby amended and supplemented as follows:
In recent weeks, the Shorewood Board has been actively evaluating
strategic alternatives to enhance value for all Shorewood stockholders. As
part of this process, Shorewood has had meaningful discussions with
interested parties, both solicited and unsolicited, about alternatives that
would create value in excess of Chesapeake's current offer. There can be
no assurance that any discussions concerning strategic alternatives will
result in any transaction being authorized or consummated.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented as follows:
On February 7, 2000, the Court of Chancery of the State of Delaware
(the "Court of Chancery"), following a three day trial, issued a memorandum
opinion in the litigation between Shorewood and Chesapeake. The Court of
Chancery enjoined Shorewood's Amended Super Majority By-law. The Court of
Chancery rejected Shorewood's claims that Delaware law prohibits
stockholders from voting to eliminate Shorewood's classified board
structure and subsequently seating a new board. In addition, the Court of
Chancery ruled that Chesapeake was not an "interested stockholder" under
Section 203 of the Delaware General Corporation Law. Shorewood is presently
studying the Court of Chancery's decision and is considering whether to
appeal the decision.
On February 8, 2000, Sheffield furnished Shorewood with a letter
requesting pursuant to Section 6 of Article VI of Shorewood's By-laws that
the Shorewood Board set a record date for Chesapeake's proposed Consent
Solicitation.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented as follows:
Exhibit No. Description
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29 Press release issued by Shorewood Packaging Corporation
on February 7, 2000.
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
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Name: Andrew N. Shore
Title: Vice President, General Counsel
and Secretary
Dated: February 9, 2000
EXHIBIT 29
FOR IMMEDIATE RELEASE
CONTACT:
Sard Verbinnen & Co.
David Reno/Paul Caminiti/ Brandy Bergman
(212) 687-8080
SHOREWOOD PACKAGING COMMENTS ON
DELAWARE COURT DECISION
_____________________________________________________________
NEW YORK, FEB. 7, 2000 - Shorewood Packaging Corporation (NYSE: SWD)
today issued the following comments regarding the Delaware Chancery Court's
decision today rejecting Shorewood's contention that Chesapeake Corporation
(NYSE: CSK) is an "interested stockholder" and disallowing Shorewood's
super-majority bylaw.
Marc P. Shore, Chairman and Chief Executive Officer, stated, "We
strongly disagree with the Court's decision and will consider an appeal. It
remains clear to us that Chesapeake's goal is to acquire Shorewood at the
lowest price possible - currently an inadequate price. In the face of
Chesapeake's coercive efforts, the Board has been actively evaluating
strategic alternatives to enhance value for all Shorewood shareholders. As
part of this process, we've had meaningful discussions with interested
parties about alternatives that would create value significantly in excess
of Chesapeake's inadequate offer. While we are moving quickly forward with
this process, there can be no assurance that a transaction will occur.''
Mr. Shore continued, "We strongly urge that Shorewood shareholders do
not tender their shares into Chesapeake's inadequate offer and instead
support the value-enhancing efforts of Shorewood's Board in the upcoming
consent solicitation. Electing Chesapeake's hand-picked slate of directors,
none of whom are currently employed running a business of any kind, would
ensure that Shorewood stockholders receive less than fair value for their
shares."
Shorewood's Special Strategic Committee of Independent Directors
recently engaged Greenhill & Co., LLC as its financial advisor to assist in
the process of exploring and evaluating strategic alternatives which could
enhance value. In December 1999, Shorewood's Board of Directors voted
unanimously to recommend that stockholders reject the unsolicited $17.25
per share tender offer by Chesapeake and not tender any of their shares
pursuant to the offer.
Shorewood Packaging Corporation is a leading value-added provider of
high quality printing and paperboard packaging for the computer software,
cosmetics and toiletries, food, home video, music, tobacco and general
consumer markets in North America and China, with 16 plants in the United
States, Canada and China.
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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.
The special committee of independent directors (the "Special Committee") of
the Shorewood Board of Directors, formed to evaluate strategic alternatives
which could enhance stockholder value, has retained Greenhill & Co., LLC
("Greenhill") as its financial advisor. In connection with Greenhill's role
as financial advisor to the Special Committee, Greenhill and the following
investment banking employees of Greenhill 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: Robert F. Greenhill (Chairman), Scott L. Bok
(Managing Director), James M. Wildasin (Vice President) and Joseph A.
McMillan, Jr. (Associate). Greenhill has informed Shorewood that, as of the
date hereof, Greenhill held, net long, no shares of Common Stock for its
own account.
