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. 6)
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
919 Third Avenue
New York, New York 10022-3897
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 (the "Offer") by Sheffield, Inc., a Delaware corporation and a
wholly owned subsidiary of Chesapeake Corporation, a Virginia corporation,
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 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented as follows:
On January 5, 2000, at a meeting of the Board of Directors of
Shorewood, the Shorewood Board approved an amendment to Shorewood's by-laws
to require a 60% vote for its stockholders to amend Shorewood's by-laws.
The Shorewood by-laws, as amended in late November 1999, had required the
vote of not less than two-thirds of Shorewood's issued and outstanding
shares to amend the by-laws.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented as follows:
Exhibit No. Description
- ----------- -----------
27. Press release issued by Shorewood Packaging Corporation,
dated January 5, 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
----------------------------------
Name: Andrew N. Shore
Title: Vice President, General Counsel and
Secretary
Dated: January 5, 2000
EXHIBIT 27
FOR IMMEDIATE RELEASE
CONTACT:
Sard Verbinnen & Co.
David Reno/Paul Caminiti/ Brandy Bergman
(212) 687-8080
SHOREWOOD PACKAGING CORPORATION
AMENDS BY-LAWS TO DECREASE VOTE REQUIRED FOR
STOCKHOLDERS TO AMEND BY-LAWS
--------------------------------------------
NEW YORK, NY, JANUARY 5, 2000 - Shorewood Packaging Corporation
(NYSE:SWD) today announced that its Board of Directors has amended the
Shorewood by-laws to require a 60% vote for its stockholders to amend the
by-laws. The Shorewood by-laws, as amended in late November 1999, had
required the vote of not less than two-thirds of Shorewood's issued and
outstanding shares to amend the by-laws.
The by-law provision being amended is the subject of pending
litigation brought by Chesapeake Corporation (NYSE: CSK). Last month,
Chesapeake sued Shorewood and its directors alleging that the two-thirds
by-law provision was invalid. While Shorewood and its Board of Directors do
not agree with Chesapeake's characterization of the by-law provision, the
Shorewood Board determined to decrease the stockholder vote required for
by-law amendments to enable a majority of the disinterested stockholders to
amend the by-laws should they so wish. Based upon the 20% block of shares
which Shorewood believes are committed to vote for Chesapeake pursuant to
an agreement with an institutional holder, under the newly-amended by-law
Chesapeake now needs a majority of the remaining outstanding shares to
achieve the 60% threshold.
Marc P. Shore, Chairman and Chief Executive Officer of Shorewood,
stated, "The by-law change again demonstrates that the Shorewood Board is
committed to acting in the best interests of the company's stockholders. In
contrast to Shorewood which is pursuing strategic alternatives to enhance
stockholder value, Chesapeake continues to hide behind its extensive
anti-takeover defenses and refuses to act for the benefit of their
stockholders by talking to Shorewood about our proposal to acquire
Chesapeake for a price per share that would provide a significant premium
to Chesapeake's stockholders."
In a trial scheduled to begin on January 11, 2000, the Delaware Court
is expected to hear arguments on, among other things, the issue of whether
Chesapeake is an "interested stockholder," within the meaning of Section
203 of the Delaware General Corporation Law, due to the agreements and
arrangements it has entered into with one of Shorewood's institutional
holders. If Chesapeake is found to be an "interested stockholder" then it
would be prohibited from consummating a merger with Shorewood for three
years unless it received the two-thirds vote of the other stock-holders. In
addition, if Chesapeake is found to be an "interested stockholder,"
Shorewood believes this finding could jeopardize its tender offer
financing.
Shorewood Packaging Corporation is a leading value-added provider of
high quality printing and paperboard packaging for the music, computer
software, cosmetics and toiletries, food, home video, tobacco and general
consumer markets in North America and China, with 16 plants in the United
States, Canada and China.
# # #
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.
