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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
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SHOREWOOD PACKAGING CORPORATION
(Name of Subject Company)
SHOREWOOD PACKAGING CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
825229107
(CUSIP Number of Class of Securities)
Andrew N. Shore, Esq.
Vice President, General Counsel and Secretary
Shorewood Packaging Corporation
277 Park Avenue
New York, New York 10172
Telephone: (212) 371-1500
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)
With a Copy to:
Jeffrey W. Tindell, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
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Shorewood Packaging Corporation, a Delaware corporation ("Shorewood"),
hereby amends and supplements its Solicitation/Recommendation Statement on
Schedule 14D-9 initially filed with the Securities and Exchange Commission
on December 16, 1999 (the "Schedule 14D-9"), relating to the offer by
Sheffield, Inc., a Delaware corporation ("Sheffield") and a wholly owned
subsidiary of Chesapeake Corporation, a Virginia corporation
("Chesapeake"), to purchase all of the issued and outstanding common stock,
par value $0.01 per share, of Shorewood, including the associated rights to
purchase preferred stock issued pursuant to the Rights Agreement, dated as
of June 12, 1995, between Shorewood and The Bank of New York, as Rights
Agent.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
Item 7 is hereby amended and supplemented as follows:
In recent weeks, the Shorewood Board has been actively evaluating
strategic alternatives to enhance value for all Shorewood stockholders. As
part of this process, Shorewood has had meaningful discussions with
interested parties, both solicited and unsolicited, about alternatives that
would create value in excess of Chesapeake's current offer. There can be
no assurance that any discussions concerning strategic alternatives will
result in any transaction being authorized or consummated.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented as follows:
On February 7, 2000, the Court of Chancery of the State of Delaware
(the "Court of Chancery"), following a three day trial, issued a memorandum
opinion in the litigation between Shorewood and Chesapeake. The Court of
Chancery enjoined Shorewood's Amended Super Majority By-law. The Court of
Chancery rejected Shorewood's claims that Delaware law prohibits
stockholders from voting to eliminate Shorewood's classified board
structure and subsequently seating a new board. In addition, the Court of
Chancery ruled that Chesapeake was not an "interested stockholder" under
Section 203 of the Delaware General Corporation Law. Shorewood is presently
studying the Court of Chancery's decision and is considering whether to
appeal the decision.
On February 8, 2000, Sheffield furnished Shorewood with a letter
requesting pursuant to Section 6 of Article VI of Shorewood's By-laws that
the Shorewood Board set a record date for Chesapeake's proposed Consent
Solicitation.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented as follows:
Exhibit No. Description
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29 Press release issued by Shorewood Packaging Corporation
on February 7, 2000.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
SHOREWOOD PACKAGING CORPORATION
By: /s/ Andrew N. Shore
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Name: Andrew N. Shore
Title: Vice President, General Counsel
and Secretary
Dated: February 9, 2000