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. 11)
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, relating to the offer by Sheffield, Inc., a Delaware
corporation 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 (the "Shares").
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 is hereby amended and supplemented as follows:
The Shorewood Board is aware that Chesapeake has publicly stated on
numerous occasions that it is prepared to consider the possibility of
increasing the Chesapeake Offer after appropriate due diligence and access
to the Shorewood business plan.
As previously disclosed in Amendment No. 10 to this Schedule
14D-9, on February 11, 2000, Shorewood offered 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. On
February 12, 2000 Shorewood voluntarily withdrew the proposed standstill
provisions from the confidentiality agreement and informed a representative
of Chesapeake that a package containing the business plan was immediately
available upon execution of the confidentiality agreement.
On February 13, 2000, a representative of Shorewood reiterated to a
representative of Chesapeake that the business plan was immediately
available upon execution of the confidentiality agreement and that
Shorewood was prepared to answer questions about the business plan. The
Chesapeake representative was informed that the Shorewood Board was meeting
the next day for an update of events and that the Shorewood Board believed
that this process should be brought to a prompt conclusion, particularly in
light of the imminent Chesapeake consent solicitation. Chesapeake did not
avail itself of the opportunity to review the business plan or meet with
Shorewood representatives on February 12 or February 13.
On the afternoon of February 14, 2000, Chesapeake finally responded
with a markup of the confidentiality agreement and the confidentiality
agreement was executed soon thereafter. Later that afternoon the business
plan and related information was delivered to Chesapeake.
In response to Shorewood's offer to answer questions about the
business plan, Chesapeake said it wanted to meet, but not until the
afternoon of February 15, 2000. A meeting between Chesapeake and
Shorewood, together with their representatives, occurred for two hours on
the afternoon of February 15, 2000 at which numerous questions about the
business plan were asked and answered.
Prior to the meeting with Chesapeake on February 15, 2000, a
representative of Shorewood delivered a letter to the financial advisors
for Chesapeake informing them that a meeting of the Shorewood Board was
scheduled to occur at 4:00 p.m. on February 16, 2000 and requested that
Chesapeake provide its best and final offer to the Shorewood Board prior to
that time. A copy of the letter dated February 15, 2000 is attached as
Exhibit 30 to this Schedule 14D-9.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
Item 7 is hereby amended and supplemented to incorporate the
information set forth above in the amendment to Item 4.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented as follows:
Exhibit No. Description
----------- -----------
30 Letter, dated February 15, 2000, from Greenhill & Co., L.L.C.
to the financial advisors of Chesapeake Corporation.
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 16, 2000
EXHIBIT 30
[Greenhill & Co., L.L.C. Letterhead]
February 15, 2000
Mr. Ravi Sinha
Managing Director
Goldman, Sachs & Co.
85 Broad Street, 18th Floor
New York, NY 10004
Mr. Douglas Brown
Managing Director
Donaldson, Lufkin & Jenrette
277 Park Avenue, 20th Floor
New York, NY 10172
Gentlemen:
As a follow up to our discussions yesterday and in anticipation of
your meeting today in which Howard Liebman, President and Chief Financial
Officer of Shorewood, is available to answer questions concerning the
Company's business plan which was delivered to you following execution of
the confidentiality agreement, we wanted to be clear about our timing. Mr.
Liebman will also be available to answer financial questions concerning the
quarter ended January 31, 2000, the preliminary revenue estimates for which
were disclosed to you yesterday.
Meetings of the Shorewood Board of Directors and Special Committee
were held yesterday afternoon for the purpose of updating the Board on
events. You were informed over the weekend that the Board was meeting
yesterday for this purpose. The Board understands from your prior
disclosures that, following access to the Company's business plan, you may
be in a position to increase your offer and merger proposal.
The Board has scheduled another meeting for tomorrow afternoon and
requests that you provide the Board with Chesapeake's best and final offer
and proposal as soon as possible. This is consistent with the advice we
have given you that time is short. In view of your imminent consent
solicitation, the Board is concerned with the risks associated with any
delay in its consideration of alternatives and expects to consider any
alternatives or proposals that may be available to it at its meeting
tomorrow afternoon. Accordingly, if you desire to revise your offer and
proposal and wish to have it considered by the Board at this meeting, you
are on notice that this is the time to bring any such revisions or
proposals before the Board. If there are any significant conditions to
your proposal (other than those disclosed in your public filings), they
should be highlighted. In addition, the source and status of your
financing should be disclosed to the Board. Please understand that, while
there can be no assurance, the Board may be in a position to take final
action tomorrow, including the possible grant of breakup fee protection to
any bidder associated with a proposal which is considered in the best
interests of all stockholders.
The meeting of the Shorewood Board will commence at 4:00 p.m.
tomorrow, February 16, 2000. If you wish any clarification prior to that
time or desire to discuss any aspect of your proposal, we are available to
answer your inquiries.
Sincerely,
/s/ Scott L. Bok
Scott L. Bok
Managing Director
