SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 COMMENTS ON
DELAWARE COURT DECISION
_____________________________________________________________
NEW YORK, FEB. 7, 2000 - Shorewood Packaging Corporation (NYSE: SWD)
today issued the following comments regarding the Delaware Chancery Court's
decision today rejecting Shorewood's contention that Chesapeake Corporation
(NYSE: CSK) is an "interested stockholder" and disallowing Shorewood's
super-majority bylaw.
Marc P. Shore, Chairman and Chief Executive Officer, stated, "We
strongly disagree with the Court's decision and will consider an appeal. It
remains clear to us that Chesapeake's goal is to acquire Shorewood at the
lowest price possible - currently an inadequate price. In the face of
Chesapeake's coercive efforts, the Board has been actively evaluating
strategic alternatives to enhance value for all Shorewood shareholders. As
part of this process, we've had meaningful discussions with interested
parties about alternatives that would create value significantly in excess
of Chesapeake's inadequate offer. While we are moving quickly forward with
this process, there can be no assurance that a transaction will occur."
Mr. Shore continued, "We strongly urge that Shorewood shareholders do
not tender their shares into Chesapeake's inadequate offer and instead
support the value-enhancing efforts of Shorewood's Board in the upcoming
consent solicitation. Electing Chesapeake's hand-picked slate of directors,
none of whom are currently employed running a business of any kind, would
ensure that Shorewood stockholders receive less than fair value for their
shares."
Shorewood's Special Strategic Committee of Independent Directors
recently engaged Greenhill & Co., LLC as its financial advisor to assist in
the process of exploring and evaluating strategic alternatives which could
enhance value. In December 1999, Shorewood's Board of Directors voted
unanimously to recommend that stockholders reject the unsolicited $17.25
per share tender offer by Chesapeake and not tender any of their shares
pursuant to the offer.
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.
###
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 SOLICITATION OF CHESAPEAKE CORPORATION. ANY
SUCH SOLICITATION WILL BE MADE ONLY BY MEANS OF SEPARATE 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 President, 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 institutions, 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.