SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number:0-15077
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(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For quarterly period ended: January 29, 2000
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[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on From 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on From N-SAR
For the transition period ended: _________________________________________
Read attached instruction sheet before preparing form. Please print
or type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: ____________________
____________________________________________________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant Shorewood Packaging Corporation
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Former name if applicable
___________________________________________________________________________
Address of principal executive office (Street and number) 277 Park Avenue,
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30th Floor
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City, State and Zip Code New York, NY 10172
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PART II
RULE 12B-25 (B) AND (C)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the 15th calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-
Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-
F, 10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
During the period from December 3, 1999 until February 18, 2000,
Shorewood Packaging Corporation ("Shorewood") had been facing an
unsolicited tender offer (the "Chesapeake Offer") from Chesapeake
Corporation, a Virginia corporation ("Chesapeake"), and Sheffield, Inc., a
Delaware corporation and a wholly owned subsidiary of Chesapeake
("Sheffield"). Chesapeake and Sheffield had also filed a preliminary
consent solicitation statement with the Commission seeking to replace
Shorewood's Board of Directors with its own nominees. In connection with
the Chesapeake Offer, Chesapeake commenced litigation against Shorewood in
the Court of Chancery of the State of Delaware and the U.S. District Court
for the District of Delaware.
On February 16, 2000, Shorewood entered into an Agreement and Plan of
Merger (the "Merger Agreement") with International Paper Company ("IP"), a
New York corporation, and International Paper - 37, Inc. ("Sub"), a
Delaware corporation and a wholly owned subsidiary of IP. The Merger
Agreement provides for a cash tender offer by IP and Sub (the "IP Offer")
for all of the issued and outstanding shares of Shorewood's common stock,
together with the associated preferred stock purchase rights, at a price of
$21.00 per share, net to the seller in cash without interest. The Merger
Agreement also provides that the IP Offer will be followed by a merger of
Sub with and into Shorewood (the "Merger"), in which all of the remaining
shares of Shorewood's common stock would be converted into the right to
receive $21.00 per share, net to the seller in cash without interest. Soon
after the announcement of the Merger Agreement, Chesapeake announced that
it would allow the Chesapeake Offer to expire on February 18, 2000 and it
would withdraw its request for a record date in connection with its
contemplated consent solicitation.
On February 29, 2000, IP commenced the IP Offer and, in connection
therewith, Shorewood filed with the Commission a Schedule 14D-9 relating to
the IP Offer.
For the past three months, Shorewood's management personnel have had
to devote an extraordinary amount of time and attention to (i) the
Chesapeake Offer, its related consent solicitation, the litigation brought
by Chesapeake against Shorewood and Shorewood's counterclaims against
Chesapeake, (ii) a review of strategic alternatives to enhance the value of
the shares of Shorewood common stock held by Shorewood's stockholders, and
(iii) the negotiation of the Merger Agreement, the preparation of related
filings with the Commission, including a Schedule 14D-9, and the
integration of Shorewood with IP following the closing of the IP Offer and
the Merger.
Shorewood has a limited finance and accounting staff. As a result of
the above events, it would take an unreasonable amount of effort and
expense in order to file its Quarterly Report on Form 10-Q for the quarter
ended January 29, 1999 (the "Form 10-Q") by the due date of March 14, 2000.
Accordingly, Shorewood needs additional time in order to complete the
preparation of the Form 10-Q and respectfully requests the extension of
time provided for by Rule 12b-25. It is Shorewood's intention to file the
Form 10-Q within the prescribed extension period.
PART II. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
William H. Hogan (212) 371-1500
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(Name) (Area code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report
or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
<PAGE>
Shorewood Packaging Corporation
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 14, 2000 By /s/ William H. Hogan
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William H. Hogan
Senior Vice President - Finance
Instruction: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall be
filed with the form.
ATTENTION
International misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1 This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of
the General Rules and Regulations under the Act. The information contained
in or filed with the form will be made a matter of the public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25
but need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic
filers unable to timely file a report solely due to electronic
difficulties. Filers unable to submit a report within the time period
prescribed due to difficulties in electronic filing should comply with
either Rule 201 or Rule 202 of Regulation S-T or apply for an adjustment in
filing date pursuant to Rule 13(b) of Regulation S-T.
ATTACHMENT A
PART IV. OTHER INFORMATION
(3) Explanation of significant changes in results of operations from the
corresponding period for the last fiscal year reflected by the
earnings statements to be included in the subject report or portion
thereof.
Based on preliminary data, Shorewood expects revenues for its third
quarter ended January 29, 2000 to approximate $133 million compared to the
$141 million reported for the comparable period last year and also expects
that operating and net earnings will be lower than those reported in the
comparable period last year principally due to the shortfall in revenues.
Additionally, due to expenses in connection with the unsolicited tender
offer by Chesapeake Corporation and Sheffield, Inc., discussed in Part III
of this Form 12b-25, Shorewood expects to report approximately break-even
net earnings for the third quarter as compared to net earnings of $6
million in the comparable period last year.
