SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 14D-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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SHOREWOOD PACKAGING CORPORATION
(Name of Subject Company (Issuer))
INTERNATIONAL PAPER-37, INC.
INTERNATIONAL PAPER COMPANY
(Names of Filing Persons (Offerors))
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(INCLUDING ASSOCIATED RIGHTS)
(Title of Class of Securities)
825229107
(CUSIP Number of Class of Securities)
James W. Guedry, Esq.
Vice President and Secretary
International Paper Company
Two Manhattanville Road
Purchase, New York 10577
(914) 397-1500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on behalf of Filing Persons)
COPY TO:
Jeffrey J. Rosen, Esq.
O'Melveny & Myers LLP
153 East 53 Street
New York, New York 10022-4611
(212) 326-2000
[x] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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News Release:
MEDIA CONTACTS: James Lee, 914-397-1565, or Jack Cox, 914-397-1952
ANALYST CONTACTS: Carol Tutundgy, 914-397-1632; Rochelle Weitzner, 914-397-1623
INTERNATIONAL PAPER REACHES AGREEMENT TO BUY SHOREWOOD PACKAGING
Thursday, February 17, 2000
Purchase, New York - International Paper (NYSE: IP) agreed to acquire Shorewood
Packaging Corporation (NYSE: SWD) in a move that will create the premiere retail
packaging company. The all cash transaction values Shorewood at $21 per share.
Shorewood produces premium packaging for entertainment, cosmetic, personal care
and other consumer products.
"Shorewood is the recognized leader in the fast growing, premium retail
packaging market," noted IP Chairman and Chief Executive Officer John Dillon.
"This acquisition complements our leading position in bleached board and
strengthens our existing retail packaging business. Shorewood is a premiere
franchise with a reputation for high quality, value added products and
outstanding customer service."
International Paper intends to launch a tender offer promptly for all shares of
Shorewood stock at $21 per share, or approximately $600 million. International
Paper would also assume approximately $275 million in Shorewood debt. The Boards
of Directors of both companies have unanimously approved the transaction.
For the 12-month period ended October 1999, Shorewood had sales of approximately
$600 million, operating cash flow of approximately $90 million and operating
income of approximately $62 million.
Retail Packaging is the largest segment of International Paper's Consumer
Packaging sector, including the sale of bleached board for packaging
applications and the manufacture of retail packaging products at 10 plants in
the United States. The companies will combine their premium retail packaging
operations into a single business to be operated under the Shorewood name. Sales
of the new business are projected to be in excess of $750 million.
Shorewood is well positioned in the entertainment segment, an area that is
presently growing faster than other retail packaging segments. One third of the
company's sales are in this segment, with growth driven by sales of computer
software and broader distribution of music, video and other software products.
"Consumer Packaging is a core business for International Paper. The acquisition
of Shorewood is a very significant step in our efforts to deliver more value to
our customers," noted William Slowikowski, Senior Vice President - Consumer
Packaging for International Paper.
"This combination also helps us meet our goals of improving our position in
premium packaging and capturing maximum value from our bleached board system.
With International Paper's world class bleached board system and Shorewood's
leadership in packaging, we will be well
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positioned to provide high quality products and services to customers within the
growing premium packaging segment."
"I look forward to the opportunity to lead the expansion of premium retail
packaging and to continue Shorewood's tradition of excellence at International
Paper," said Marc Shore, Chairman and CEO of Shorewood.
International Paper anticipates annual cost savings of $25 million from the
combination as a result of integrating operations, reductions in duplicate
overhead costs and improved purchasing efficiencies. Including the identified
cost savings, the acquisition of Shorewood is expected to be additive to
International Paper's earnings in the first year.
The acquisition is subject to regulatory approval. The transaction is expected
to close by the end of March.
International Paper (www.internationalpaper.com) is the world's largest paper
and forest products company. Businesses include printing papers, packaging,
building materials, chemical products and distribution. As the largest private
landowner in the U.S., the company manages its forest under the principles of
the Sustainable Forestry Initiative (SFISM) program, a system that ensures the
perpetual growing and harvesting of trees while protecting wildlife, plants,
soil, air and water quality. Headquartered in the United States at Purchase,
N.Y., International Paper has operations in nearly 50 countries, employs nearly
100,000 people and exports its products to more than 130 nations.
Shorewood Packaging Corporation is a leading value-added provider of high
quality printing and paperboard packaging for the computer software, cosmetics
and toiletries, food, home video, music, tobacco and general consumer markets in
North America and China, with 16 plants in the United States, Canada and China.
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This release contains certain forward-looking statements relating to projections
of sales and savings. These projections might not materialize if combined sales
do not continue at about the same rate or greater than in 1999 or we are unable
to achieve the savings we presently anticipate.
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