8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 17, 2009
(Date of Earliest Event Reported)
Commission file number: 1-3203
CHESAPEAKE CORPORATION
(Exact name of registrant as specified in its charter)
Virginia	54-0166880
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1021 East Cary Street
Richmond, Virginia	23219
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code: 804-697-1000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01  OTHER EVENTS.

On March 17, 2009, Chesapeake Corporation (the “Company”) and its U.S. operating subsidiaries other than WTM I Company (the “U.S. Operating Subsidiaries”) announced that they did not receive any qualifying bids to acquire the Company’s operating businesses prior to the expiration of the bid deadline, as determined in accordance with the bid procedures order entered by the United States Bankruptcy Court for the Eastern District of Virginia in Richmond (the “Bankruptcy Court”).  As a result, the Company will not conduct the auction previously scheduled to begin at 9:00 a.m. (Eastern Time) on Thursday, March 19, 2009.

The Company has declared the investor group, including affiliates of Irving Place Capital Management, L.P. and Oaktree Capital Management, L.P. (collectively, the “Purchasers”), the successful bidder and intends to proceed with the previously announced transaction (the “Sale”) to sell substantially all of its assets to the Purchasers.

Closing of the Sale is subject to the entry of an order by the Bankruptcy Court approving the Sale (the “Sale Order”).  The Company and the U.S. Operating Subsidiaries intend to seek entry of the Sale Order at the hearing currently scheduled for 11:00 a.m. (Eastern Time) on Monday, March 23, 2009.

The obligations of the Company and the Purchasers to complete the Sale also remain subject to a number of closing conditions, including, among others, conditions related to:  receipt by the Purchasers of exit financing in a manner, and on terms and conditions, that are acceptable to the Purchasers in their sole discretion; governmental filings and expiration of applicable waiting periods; obtaining third-party and governmental approvals (including approvals from the applicable trustees for certain U.K. pension plans, clearance from the U.K. Pensions Regulator, and amendments to collective bargaining agreements to which certain of the U.S. Operating Subsidiaries are parties); the accuracy of the representations and warranties of the parties (subject to a materiality standard); material compliance by the parties with their obligations under the Asset Purchase Agreement among the Company, the U.S. Operating Subsidiaries and the Purchasers (the “Asset Purchase Agreement”), as described in the Current Report on Form 8-K filed by the Company on January 5, 2009, and incorporated herein by reference; and the absence of a material adverse change with respect to the Company since September 28, 2008.

On March 17, 2009, the Company issued a press release announcing that it did not receive any qualifying bids as of the bid deadline and that it intends to proceed with the Sale.  A copy of the press release is incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibit 99.1.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS
(c)	Exhibits
	99.1	Press release, issued by the Company on March 17, 2009, announcing that the Company intends to proceed with the Sale

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		CHESAPEAKE CORPORATION
		(Registrant)
Date:  March 18, 2009	BY:	/s/ Joel K. Mostrom_______
		Joel K. Mostrom
		Executive Vice President & Chief Financial Officer

EXHIBIT INDEX
Exhibit No.	Description of Exhibit
99.1	Press release, issued by the Company on March 17, 2009, announcing that the Company intends to proceed with the Sale

EX-99.1

Exhibit 99.1

March 17, 2009

Chesapeake Corporation Announces Intent to Proceed

With Sale to Investor Group

RICHMOND, Va. -- Chesapeake Corporation (OTCBB: CSKEQ.PK) today announced that it has received no qualifying bids to compete with the previously announced offer to acquire all of its operating businesses submitted by a group of investors, including affiliates of Irving Place Capital Management, L.P. and Oaktree Capital Management, L.P.

The deadline for submitting qualifying bids under the bid procedures order entered by the U.S. Bankruptcy Court for the Eastern District of Virginia in Richmond passed as of noon (Eastern Time) today with no other qualifying bids submitted.  As a result, the company has declared the investor group the successful bidder and the auction previously scheduled to begin at 9:00 a.m. (Eastern Time) on Thursday, March 19, 2009, will not be held.

The company will seek approval of the sale to the investor group from the Bankruptcy Court during a hearing scheduled for 11:00 a.m. (Eastern Time) on Monday, March 23, 2009.  The transaction remains subject to the approval of the Bankruptcy Court under Section 363(b) of the U.S. Bankruptcy Code and the satisfaction of specified closing conditions, including the investor group reaching definitive agreement on exit financing and obtaining certain third-party and governmental approvals. Closing is also conditioned on the material accuracy of the representations and warranties of the parties; material compliance by the parties with their obligations under the Asset Purchase Agreement among the company, the U.S. Operating Subsidiaries and the Purchasers; and the absence of a material adverse change with respect to the company since September 28, 2008.

The company’s financial advisor is Goldman, Sachs & Co., and its restructuring advisor is Alvarez & Marsal.  Chesapeake’s legal advisor in the U.S. is Hunton & Williams LLP.

Information about the proposed sale and Chesapeake’s Chapter 11 proceedings and the proposed related transaction is available on the company’s website at www.chesapeakecorp.com.  Information about the claims process and court filings can be accessed at www.kccllc.net/chesapeake.  General information for vendors who have provided goods or services to the U.S. business is also available at 1-888-830-4660.  General information for U.S. retirees is also available at 1-888-830-4660. Inquiries can be sent by email to KCC_Chesapeake@kccllc.com.

Chesapeake Corporation protects and promotes the world’s great brands as a leading international supplier of value-added specialty paperboard and plastic packaging. Headquartered in Richmond, Va., the company is one of Europe’s premier suppliers of folding cartons, leaflets and labels, as well as plastic packaging for niche markets.  Chesapeake has 44 locations in Europe, North America, Africa and Asia and employs approximately 5,400 people worldwide.

Media Relations Contact:                                                                          Investor Relations Contact:

Joseph C. Vagi                                                                            Joel K. Mostrom

Manager - Corporate Communications                                                    Executive Vice President & Chief Financial Officer

(804) 697-1110                                                                                               (804) 697-1147

joe.vagi@chesapeakecorp.com                                                                 joel.mostrom@chesapeakecorp.com

   www.chesapeakecorp.com                                                                          www.chesapeakecorp.com