SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN CONSENT STATEMENT
SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Consent Statement [_] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Consent Statement
[X] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SHOREWOOD PACKAGING CORPORATION
(Name of Registrant as Specified in its Charter)
CHESAPEAKE CORPORATION
SHEFFIELD, INC.
(Name of Person(s) Filing Consent Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act
Rules 14a-6(i)1 and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
On February 16, 2000, Chesapeake issued the following press release:
[CHESAPEAKE CORPORATION LOGO]
CHESAPEAKE REJECTS SHOREWOOD'S ATTEMPT TO SET BID DEADLINE;
URGES SHOREWOOD TO ENGAGE IN NEGOTIATIONS
Richmond, VA. (February 16, 2000) Chesapeake Corporation (NYSE:CSK) today
announced that it has rejected an apparent attempt by Shorewood Packaging
Corporation (NYSE:SWD) to set a bidding deadline in connection with the
Shorewood Board's consideration of alternatives for the company. Chesapeake
reiterated its willingness to negotiate in good faith concerning its fully
financed $17.25 per share all cash offer for Shorewood, and again requested
access to customary due diligence materials and the opportunity for face-to-
face negotiations.
Chesapeake noted that it signed a confidentiality agreement with Shorewood on
Monday, February 14, and thereafter received less than 60 pages of rudimentary
information from Shorewood. The next day, representatives of Chesapeake met
with Shorewood to review that information. However, prior to that meeting,
Shorewood set a 24-hour deadline for Chesapeake to provide Shorewood with its
"best and final offer and proposal."
Chesapeake also announced that it sent the following letter to Shorewood's
financial advisors in connection with the apparent bidding deadline:
February 16, 2000
Mr. Scott L. Bok
Managing Director
Greenhill & Co., LLC
31 West 52nd Street, 16th Floor
New York, NY 10004
Dear Scott:
We are in receipt of your letter of February 15, which appears to set an
artificial deadline of 4:00 PM today for Chesapeake to provide Shorewood with
its "best and final proposal."
As you are well aware, since November 10, 1999, Chesapeake has repeatedly
invited Shorewood's Board to engage in serious negotiations regarding the
price and structure of our offer. During that three month period, Shorewood
claims to have made available due diligence materials, and engaged in
substantive discussions, with other interested parties regarding a possible
transaction, while excluding Chesapeake from that process. Only after the
sweeping decision of the Delaware Chancery Court which, among other things,
found that the Shorewood Board acted in a "grossly inadequate" and "grossly
uninformed" fashion in the face of Chesapeake's proposal, did Shorewood offer
Chesapeake access to any due diligence materials.
It now appears that Shorewood's due diligence offer may be illusory. As you
know, the parties entered into a confidentiality agreement late on Monday,
February 14. Thereafter, Shorewood provided us with less than 60 pages of the
most rudimentary information. The very next day--before any opportunity for
access to customary due diligence materials or discussions -- we received your
letter with its 24 hour trigger and threat that the Shorewood Board may enter
into a transaction with a third party later today, possibly including the
grant of a breakup fee.
We believe that such deadline and threat are patently unreasonable, and that
Chesapeake has not been afforded a level playing field in its attempts to
refine its offer for Shorewood. Accordingly, Chesapeake reserves the right to
challenge in court any such alternative transaction by Shorewood.
As you know, within 24 hours of receiving Shorewood's rudimentary information
package, representatives of Chesapeake met in New York with Mr. Howard
Liebman, President & CFO of Shorewood, to review the information. During the
course of that 2 hour meeting, we were advised of certain material non-public
information concerning Shorewood's recent performance.
In light of that non-public information, and our stated requirement for
customary, limited due diligence to permit us to refine our offer, we
delivered a short due diligence request list to Mr. Liebman this morning. As
we advised your counsel this afternoon, we stand ready to work with Shorewood
to accommodate Shorewood's concerns about disclosing competitively sensitive
information and information that would be unduly burdensome to assemble. We
continue to expect that, with prompt and reasonable access to due diligence
materials and the opportunity for meaningful face-to-face negotiations,
Chesapeake will be in a position to advise you of any revisions to our offer
in advance of the expected record date for our consent solicitation.
Chesapeake remains willing to negotiate in good faith with the Shorewood Board
regarding our fully financed $17.25 per share all cash offer. We believe it is
in the best interests of Shorewood's stockholders for Chesapeake to have the
benefit of access to customary due diligence, and the opportunity for face-to-
face negotiations, to develop our "best and final offer and proposal."
We trust that Shorewood will reconsider its unreasonable deadline, and will
enter into prompt and constructive negotiations with Chesapeake.
Very truly yours,
/s/ Andrew J. Kohut
Andrew J. Kohut
cc: Mr. Howard M. Liebman
Jeffrey W. Tindell, Esq.
This news release may contain forward-looking statements that are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. While the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 are not applicable to forward-looking statements
made in connection with a tender offer, it has not been judicially determined
whether such safe harbor provisions apply to forward-looking statements in a
consent solicitation conducted in connection with a tender offer. The accuracy
of such forward-looking statements is subject to a number of risks,
uncertainties, and assumptions that may cause Chesapeake's actual results to
differ materially from those expressed in the forward-looking statements
including, but not limited to: competitive products and pricing; production
costs, particularly for raw materials such as corrugated box, folding carton
and display materials; fluctuations in demand; government policies and
regulations affecting the environment; interest rates; currency translation
movements; and other risks that are detailed from time to time in reports
filed by the Company with the Securities and Exchange Commission.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Chesapeake Corporation ("Chesapeake") and Sheffield, Inc., a wholly owned
subsidiary of Chesapeake ("Purchaser"), and certain other persons named below
may be deemed to be participants in a consent solicitation (the "Consent
Solicitation") that may be conducted by Chesapeake and Purchaser in connection
with the tender offer (the "Offer") by Purchaser to purchase all of the
outstanding shares of common stock ("Shares") of Shorewood Packaging
Corporation ("Shorewood") for $17.25 per Share net to the seller in cash. The
participants in this solicitation may include: (i) the directors of Chesapeake
(Harry H. Warner, Chairman of the Board; Thomas H. Johnson, President & Chief
Executive Officer; Robert L. Hintz; James E. Rogers; John W. Rosenblum; Frank
S. Royal; Wallace Stettinius; Richard G. Tilghman; Joseph P.Viviano; and Hugh
V. White,
Jr.); and (ii) certain officers of Chesapeake: J.P. Causey Jr., Senior Vice
President, Secretary & General Counsel; Andrew J. Kohut, Senior Vice
President-Strategic Business Development; Octavio Orta, Executive Vice
President-Display & Packaging; William T. Tolley, Senior Vice President-
Finance & Chief Financial Officer; Molly Remes, Director-Corporate
Communications; and Joel Mostrom, Vice President-Investor Relations. As of the
date of this communication, approximately 14.9% of the outstanding Shares of
Shorewood, or approximately 4.1 million Shares, are beneficially owned by
Chesapeake and Purchaser (including Shares to be purchased pursuant to a stock
purchase agreement between Chesapeake and a third-party). Chesapeake has
retained Goldman, Sachs & Co. ("Goldman Sachs") and Donaldson, Lufkin &
Jenrette Securities Corporation ("DLJ") to act as its co-financial advisors in
connection with the Offer, for which Goldman Sachs and DLJ will receive
customary fees, as well as reimbursement of reasonable out-of-pocket expenses.
Chesapeake and Purchaser have retained Goldman Sachs and DLJ to act as their
Co-Dealer Managers in connection with the Offer, for which Goldman Sachs and
DLJ will receive customary fees, as well as reimbursement of reasonable out-
of-pocket expenses. In addition, Chesapeake and Purchaser have agreed to
indemnify Goldman Sachs and certain related persons and DLJ and certain
related persons against liabilities, including certain liabilities under the
federal securities laws, arising out of each of their engagements. Neither
Goldman Sachs nor DLJ admits that they or any of their respective partners,
directors, officers, employees, affiliates or controlling persons, if any, is
a "participant" as defined in Schedule 14A promulgated under the Exchange Act
in the solicitation of proxies and/or consents, or that Schedule 14A requires
the disclosure of certain information concerning Goldman Sachs or DLJ. In
connection with Goldman Sachs' role as Co-Dealer Manager to Chesapeake and
Purchaser, the following investment banking employees of Goldman Sachs 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 consents from these institutions, brokers or other persons: Ravi
Sinha, George Mattson, James Katzman, Peter Comisar and Jason Gilbert. In
connection with DLJ's role as Co-Dealer Manager to Chesapeake and Purchaser,
the following investment banking employees of DLJ 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 consents from
these institutions, brokers or other persons: L. Price Blackford, Doug Brown,
Daniel Schleifman, Robert Simensky and Andrew Kramer. Goldman Sachs and DLJ
each engage 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 Goldman Sachs and/or DLJ may trade securities of
Shorewood for each of their own accounts and the accounts of their customers
and, accordingly, may at any time hold a long or short position in such
securities. Goldman Sachs and DLJ has each informed Chesapeake that, as of the
date hereof, neither of them holds any Shares for its own account. Goldman
Sachs or DLJ and/or certain of their respective affiliates may have voting and
dispositive power with respect to certain Shares held in asset management,
brokerage and other accounts. Goldman Sachs, DLJ, and each such of their
respective affiliates disclaim beneficial ownership of such Shares. Other than
as set forth herein, to the knowledge of Chesapeake and Purchaser, as of the
date of this communication, none of Chesapeake, Purchaser, any of their
respective directors, executive officers, employees or other representatives,
or other persons known to Chesapeake or Purchaser who may solicit consents has
any interest, direct or indirect, in Shorewood by security holding or
otherwise.
# # #
For media
relations, For investor relations,
call: call:
Molly Remes William Tolley/Joel Mostrom
804-697-1110 804-697-1157/804-697-1147
Joele Frank/Josh Silverman
J. Frank Associates
212-355-4449 ext. 107/121