SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 12)
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
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 (the "Chesapeake Offer") by
Sheffield, Inc., a Delaware corporation and a wholly owned subsidiary of
Chesapeake Corporation, a Virginia corporation, 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 (the
"Rights Agreement"), between Shorewood and The Bank of New York (the
"Rights Agent").
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 is hereby amended and supplemented as follows:
In the early evening on February 16, 2000, Greenhill & Co., LLC,
the financial advisor to the Special Committee to the Shorewood Board,
received the following letter from Chesapeake:
February 16,2000
Mr. Scott L. Bok
Managing Director
Greenhill & Co., LLC
31 West 52nd Street, 16 th 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,
Andrew J. Kohut
On February 17, 2000, Chesapeake issued a press release announcing
that it would permit the Chesapeake Offer to expire at midnight, New York
City time, on February 18, 2000 in accordance with its terms. Also on such
date, Chesapeake advised Shorewood that it was withdrawing its request for
a record date in connection with its consent solicitation of written
consents from Shorewood stockholders.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
Item 7 is hereby amended and supplemented as follows:
On February 16, 2000, Shorewood entered into a definitive merger
agreement (the "Merger Agreement") with International Paper Company, a New
York corporation ("Parent"), and International Paper - 37, Inc., a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of Parent. The
Merger Agreement provides that Purchaser will commence a tender offer (the
"IP Offer") to purchase all of the outstanding shares of common stock, par
value $.01 per share (together with the associated preferred share purchase
rights, the "Shares"), of Shorewood at a price of $21 per Share, net to the
seller in cash, without interest. Pursuant to the Merger Agreement, upon
the terms and subject to the conditions set forth therein, and in
accordance with the General Corporation Law of the State of Delaware (the
"DGCL"), as soon as practicable following completion of the IP Offer,
Purchaser will be merged with and into Shorewood (the"Merger"), with
Shorewood continuing as the surviving corporation. The text of the press
release issued by Shorewood announcing the execution of the Merger
Agreement is filed as Exhibit 31 hereto and is incorporated by reference
herein.
In connection with the execution of the Merger Agreement, Marc P.
Shore (on behalf of himself, the Shore family partnership and certain
testamentary trusts created under the terms of Paul B. Shore's will),
Andrew N. Shore and Howard M. Liebman (collectively, the "Stockholders")
have entered into a Stockholders Agreement (the "Stockholders Agreement")
with Parent and Purchaser pursuant to which the Stockholders have agreed to
tender their Shares into the IP Offer, vote in favor of the Merger and vote
against any competing transaction.
On February 16, 2000, in connection with the execution and delivery
of the Merger Agreement, the Shorewood Board approved an amendment to the
Rights Agreement (the "Amendment to the Rights Agreement"), in order to,
among other things, (i) prevent Parent or Purchaser from becoming or being
deemed an Acquiring Person (as defined in the Rights Agreement), and (ii)
prevent a Stock Acquisition Date or a Distribution Date (each as defined in
the Rights Agreement) from occurring, in each case, as a result of (a) the
execution of the Merger Agreement or the Stockholders Agreement, (b) the
consummation of the IP Offer, (c) the merger of Purchaser with and into
Shorewood as provided for in the Merger Agreement, (d) the acquisition of
beneficial ownership of the Shares pursuant to the Stockholders Agreement,
or (e) any of the other transactions contemplated by the Merger Agreement
or the Stockholders Agreement.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE TENDER OFFER REFERENCED
IN THE FOREGOING INFORMATION, WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. THE SOLICITATION/RECOMMENDATION STATEMENT
WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY SHOREWOOD
PACKAGING CORPORATION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE
COPY OF THE SOLICITATION/RECOMMENDATION STATEMENT (WHEN AVAILABLE) AND
OTHER DOCUMENTS FILED BY SHOREWOOD PACKAGING CORPORATION WITH THE
COMMISSION AT THE COMMISSION'S WEB SITE AT www.sec.gov. THE
SOLICITATION/RECOMMENDATION STATEMENT AND SUCH OTHER DOCUMENTS MAY ALSO BE
OBTAINED FOR FREE FROM SHOREWOOD PACKAGING CORPORATION BY DIRECTING SUCH
REQUEST TO: SHOREWOOD PACKAGING CORPORATION, 277 PARK AVENUE, 30TH FLOOR,
NEW YORK, NEW YORK 10172, ATTENTION: HOWARD M. LIEBMAN, TELEPHONE: (212)
371-1500, E-MAIL: hliebman@shorepak.com.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented as follows:
Exhibit No. Description
- ---------- -----------
31. Press release issued by Shorewood Packaging Corporation on
February 17, 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
---------------------------------
Name: Andrew N. Shore
Title: Vice President, General Counsel and
Secretary
Dated: February 17, 2000