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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. 1)
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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
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 February 29, 2000, relating to the tender offer (the
"IP Offer") by International Paper-37, Inc., a Delaware corporation and a
wholly owned subsidiary of International Paper, a New York corporation
("IP"), 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 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented as follows:
The waiting period applicable to the purchase of Shares pursuant to
the IP Offer under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, expired at 11:59 p.m., New York City time, on March 8,
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/ Howard M. Liebman
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Name: Howard M. Liebman
Title: President and Chief Financial Officer
Dated: March 14, 2000
