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 17, 2000, Chesapeake issued the following press release:
[CHESAPEAKE CORPORATION LOGO]
CHESAPEAKE ISSUES STATEMENT REGARDING SHOREWOOD
Richmond, VA--February 17, 2000---Chesapeake Corporation (NYSE: CSK) today
announced that it will permit its tender offer for Shorewood Packaging
Corporation (NYSE:SWD) to expire at midnight, New York City time, on February
18, 2000 in accordance with its terms. Chesapeake has advised Shorewood that it
is withdrawing its request for a record date in connection with a solicitation
of Shorewood's stockholders. Chesapeake also noted that it reserves its right to
resume its efforts to acquire Shorewood should circumstances warrant.
Thomas H. Johnson, president and chief executive officer of Chesapeake
Corporation, said, "Chesapeake is a disciplined buyer and will only pursue
acquisitions at prices that make sense for Chesapeake's shareholders. We will
continue to pursue our strategic plan of redeploying capital to further
Chesapeake's growth and enhance shareholder value."
Chesapeake Corporation, headquartered in Richmond, Va., is a global leader in
specialty packaging and merchandising services. Chesapeake is the largest North
American producer of temporary and permanent point-of-purchase displays, the
North American leader for litho-laminated packaging, the leading European
folding carton, leaflet and label supplier, and a local leader in specific U.S.
markets for customized, corrugated packaging. Chesapeake has over 40 locations
in North America, Europe and Asia. Chesapeake's net sales in 1999 were $1.2
billion. Chesapeake's website is www.cskcorp.com.
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, call For investor relations, 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