SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14A INFORMATION
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SECURITIES EXCHANGE ACT OF 1934
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SHOREWOOD PACKAGING CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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FOR IMMEDIATE RELEASE
CONTACT:
Sard Verbinnen & Co.
David Reno/Paul Caminiti/ Brandy Bergman
(212) 687-8080
SHOREWOOD PACKAGING CORPORATION
ENGAGES GREENHILL & CO. AS FINANCIAL ADVISOR TO
SPECIAL STRATEGIC COMMITTEE
_____________________________________________________________
NEW YORK, NY, JANUARY 10, 2000 - Shorewood Packaging Corporation
(NYSE:SWD) today announced that its Special Strategic Committee of
Independent Directors, formed to evaluate strategic alternatives which
could enhance stockholder value, has engaged Greenhill & Co., LLC as its
financial advisor. Earlier, the Board of Directors had selected Bear,
Stearns & Co. and Jefferson Capital Group, Ltd. to serve as Shorewood's
financial advisors in connection with the unsolicited proposal by
Chesapeake Corporation (NYSE: CSK) to acquire Shorewood, and Bear Stearns
and Jefferson Capital will continue to advise the full Board in that
capacity and will also assist the full Board in its review of strategic
alternatives which could enhance stockholder value.
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 SOLICITA-TION OF CHESAPEAKE
CORPORATION. ANY SUCH SOLICITATION WILL BE MADE ONLY BY MEANS OF SEPA-RATE
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
Presi-dent, 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 institu-tions, 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.
