SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SHOREWOOD PACKAGING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 11-2742734
(State of Incorporation (I.R.S. Employer
or Organization) Identification no.)
277 Park Avenue
New York, New York 10172-0124
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. |X|
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. | |
Securities Act registration statement file number to which this form
relates:______________________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
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Preferred Stock Purchase The New York Stock Exchange
Rights
Securities to be registered pursuant to Section 12(g) of the Act: None
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Effective as of February 16, 2000, the Rights Agreement, dated as of
June 12, 1995 (the "Rights Agreement"), between Shorewood Packaging
Corporation ("Shorewood"), a Delaware corporation, and The Bank of New
York, a New York banking corporation, as Rights Agent, was amended (the
"Amendment") in order to, among other things, (i) prevent International
Paper - 37, Inc. ("Sub"), a Delaware corporation and a wholly owned
subsidiary of International Paper Company ("IP"), a New York corporation,
and IP 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 (x) the Agreement and
Plan of Merger, dated as of February 16, 2000 (the "Merger Agreement"), by
and among IP, Sub and Shorewood, in connection with the tender offer by Sub
to purchase all outstanding shares of common stock, par value $0.01 per
share, of Shorewood (the "Shares"), including the associated rights to
purchase the preferred stock issued pursuant to the Rights Agreement, at a
purchase price of $21.00 per Share (the "IP Offer") and the merger of Sub
with and into Shorewood as provided for in the Merger Agreement (the
"Merger") or (y) the Stockholders Agreement, dated as of February 16, 2000
(the "Stockholders Agreement"), by and among IP, Sub, Shore Family
Partnership, L.P., Marc P. Shore, Paul Shore Estate Marital Trust, Andrew
N. Shore, Paul Shore Marital Trust and Howard M. Liebman (the "Principal
Stockholders"), pursuant to which each Principal Stockholder has agreed,
among other things, to tender all of his Shares into the IP Offer and not
to withdraw any Shares so tendered and to vote his Shares in favor of the
Merger, (b) the public or other announcement of the Merger, (c) the public
or other announcement of the IP Offer, (d) the commencement of the IP
Offer, (e) the consummation of the IP Offer, (f) the consummation of the
Merger, (g) the acquisition of beneficial ownership of Shares by IP or Sub
pursuant to the Merger Agreement or the Stockholders Agreement, or (h) the
consummation of any of the other transactions contemplated by the Merger
Agreement or the Stockholders Agreement.
A copy of the Amendment is attached hereto as Exhibit F and is
incorporated herein by reference. The foregoing description of the
Amendment does not purport to be complete and is qualified in its entirety
by reference to the complete text of the Amendment. Capitalized terms used
herein and not otherwise defined have the meanings ascribed to them in the
Registration Statement on Form 8-A to which this Form 8-A/A relates. In
addition, a description of Shorewood's Preferred Share Purchase Rights
contained under the caption "Description of the Registrant's Securities to
be Registered" in Shorewood's Registration Statement on Form 8-A dated June
8, 1995, is incorporated by reference herein.
ITEM 2. EXHIBITS.
A. Shorewood's Certificate of Incorporation as amended,
incorporated by reference to Exhibit 3.1 to Shorewood's
Registration Statement on Form S-1, as amended, as filed
with the Securities and Exchange Commission (the
"Commission") on September 4, 1986, Commission File No.
33-8490.
B. Shorewood's Certificate of Designation, Preferences and
Rights of Series B Junior Participating Preferred Stock as
filed with the Secretary of State of the State of Delaware
on June 8, 1995, incorporated by reference to Exhibit 2.2 to
Shorewood's Registration Statement on Form 8-A, as filed
with the Commission on June 8, 1995.
C. Shorewood's By-laws, incorporated by reference to Exhibit
3.2 to Shorewood's Current Report on Form 8-K, as filed with
the Commission on February 17, 2000.
D. Rights Agreement, dated as of June 12, 1995 (the "Rights
Agreement"), entered into between Shorewood and The Bank of
New York, as Rights Agent, incorporated by reference to
Exhibit 99.4 to Shorewood's Registration Statement on Form
8-A, as filed with the Commission on June 13, 1995.
E. Certificate of Amendment to Shorewood's Certificate of
Incorporation dated as of September 23, 1998.
F. Amendment, dated as of February 16, 2000, to the Rights
Agreement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
SHOREWOOD PACKAGING CORPORATION
By: /s/ Andrew N. Shore
-----------------------------------
Name: Andrew N. Shore
Title: Vice President, General Counsel
and Secretary
Date: March 3, 2000