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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ---------------

                                 SCHEDULE 14D-1

                            (AMENDMENT NO. 11)
              TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                      AND
                                  SCHEDULE 13D

                            (AMENDMENT NO. 11)
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                                ---------------

                        SHOREWOOD PACKAGING CORPORATION
                           (Name of Subject Company)

                                ---------------

                             CHESAPEAKE CORPORATION
                                SHEFFIELD, INC.
                                   (Bidders)

                                ---------------

                    Common Stock, $0.01 Par Value Per Share
                         (Including Associated Rights)
                         (Title of Class of Securities)

                                ---------------

                                   825229107
                     (CUSIP Number of Class of Securities)

                                ---------------

                               Thomas H. Johnson
                      President & Chief Executive Officer
                             Chesapeake Corporation
                             1021 East Cary Street
                         Richmond, Virginia 23218-2350
                                 (804) 697-1000
            (Name, Address and Telephone Number of Person Authorized
          to Receive Notices and Communications on Behalf of Bidders)
                                   Copies to:
                             Gary E. Thompson, Esq.
                               Hunton & Williams
                          Riverfront Plaza, East Tower
                              951 East Byrd Street
                         Richmond, Virginia 23219-4074
                                 (804) 788-8200

                                ---------------

                             February 7, 2000
            (Date of Event Which Requires Filing of This Statement)
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  This Amendment No. 11 to Schedule 14D-1 supplements and amends the Tender
Offer Statement on Schedule 14D-1, filed on December 3, 1999 (as amended, the
"Schedule 14D-1"), by Sheffield, Inc., a Delaware corporation ("Purchaser"),
and Chesapeake Corporation ("Chesapeake"), a Virginia corporation and the
direct owner of all of the outstanding capital stock of Purchaser. The
Schedule 14D-1 relates to the offer by Purchaser to purchase all outstanding
shares of common stock, $0.01 par value per share (the "Common Stock"),
including the associated rights to purchase preferred stock (the "Rights" and
together with the Common Stock, the "Shares"), of Shorewood Packaging
Corporation, a Delaware corporation (the "Company"), not directly or
indirectly owned by Chesapeake and its subsidiaries, for a purchase price of
$17.25 per Share, net to the seller in cash, without interest thereon, on the
terms and subject to the conditions set forth in the Offer to Purchase, dated
December 3, 1999 (the "Offer to Purchase"), and in the related Letter of
Transmittal and any amendments or supplements thereto (which collectively
constitute the "Offer"). Capitalized terms used and not otherwise defined
herein have the meanings set forth in the Schedule 14D-1. This Amendment No.
11 to Schedule 14D-1 also constitutes Amendment No. 11 to the statement on
Schedule 13D of Purchaser and Chesapeake, filed on November 30, 1999.

Item 3. Past Contacts, Transactions or Negotiations with the Subject Company

  (b) The text of Section 10 of the Offer to Purchase is hereby amended and
supplemented by adding thereto the following:

  On February 7, 2000, Chesapeake issued the following press release:

             CHESAPEAKE STATEMENT ON DELAWARE COURT DECISION

Richmond, VA--February 7, 2000--Chesapeake Corporation (NYSE: CSK) issued the
following statement in response to today's decision by the Delaware Chancery
Court:

"We are delighted with the Court's decision. It is now time for Shorewood's
Board to sit down with Chesapeake and negotiate a transaction. Shorewood has
presented no credible alternative to Chesapeake's all cash offer. Chesapeake
intends to move rapidly to take its offer directly to Shorewood's stockholders
through the consent process."

Chesapeake Corporation was represented at trial by Hunton & Williams and
Richards, Layton & Finger, P.A.

Chesapeake Corporation, headquartered in Richmond, Va., is a global leader in
specialty packaging and merchandising services. Chesapeake is the largest
North American producer of temporary and permanent point-of-purchase displays,
the North American leader for litho-laminated packaging, the leading European
folding carton, leaflet and label supplier, and a local leader in specific
U.S. markets for customized, corrugated packaging. Chesapeake has over 40
locations in North America, Europe and Asia. Chesapeake's net sales in 1999
were $1.2 billion. Chesapeake's website is www.cskcorp.com.

                                  # # #

This news release may contain forward-looking statements that are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. While the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 are not applicable to forward-looking statements
made in connection with a tender offer, it has not been judicially determined
whether such safe harbor provisions apply to forward-looking statements in a
consent solicitation conducted in connection with a tender offer. The accuracy
of such forward-looking statements is subject to a number of risks,
uncertainties, and assumptions that may cause Chesapeake's actual results to
differ materially from those expressed in the forward-looking statements
including, but not limited to: competitive products and pricing; production
costs, particularly for raw materials such as corrugated box, folding carton
and display materials; fluctuations in demand; government policies and
regulations affecting the environment; interest rates; currency translation
movements; and other risks that are detailed from time to time in reports
filed by the Company with the Securities and Exchange Commission.

                                       2



CERTAIN INFORMATION CONCERNING PARTICIPANTS

Chesapeake Corporation ("Chesapeake") and Sheffield, Inc., a wholly owned
subsidiary of Chesapeake ("Purchaser"), and certain other persons named below
may be deemed to be participants in a consent solicitation (the "Consent
Solicitation") that may be conducted by Chesapeake and Purchaser in connection
with the tender offer (the "Offer") by Purchaser to purchase all of the
outstanding shares of common stock ("Shares") of Shorewood Packaging
Corporation ("Shorewood") for $17.25 per Share net to the seller in cash. The
participants in this solicitation may include: (i) the directors of Chesapeake
(Harry H. Warner, Chairman of the Board; Thomas H. Johnson, President & Chief
Executive Officer; Robert L. Hintz; James E. Rogers; John W. Rosenblum; Frank
S. Royal; Wallace Stettinius; Richard G. Tilghman; Joseph P.Viviano; and Hugh
V. White, Jr.); and (ii) certain officers of Chesapeake: J.P. Causey Jr.,
Senior Vice President, Secretary & General Counsel; Andrew J. Kohut, Senior
Vice President--Strategic Business Development; Octavio Orta, Executive Vice
President--Display & Packaging; William T. Tolley, Senior Vice President--
Finance & Chief Financial Officer; Molly Remes, Director--Corporate
Communications; and Joel Mostrom, Vice President--Land Development. As of the
date of this communication, approximately 14.9% of the outstanding Shares of
Shorewood, or approximately 4.1 million Shares, are beneficially owned by
Chesapeake and Purchaser (including Shares to be purchased pursuant to a stock
purchase agreement between Chesapeake and a third-party). Chesapeake has
retained Goldman, Sachs & Co. ("Goldman Sachs") and Donaldson, Lufkin &
Jenrette Securities Corporation ("DLJ") to act as its co-financial advisors in
connection with the Offer, for which Goldman Sachs and DLJ will receive
customary fees, as well as reimbursement of reasonable out-of-pocket expenses.
Chesapeake and Purchaser have retained Goldman Sachs and DLJ to act as their
Co-Dealer Managers in connection with the Offer, for which Goldman Sachs and
DLJ will receive customary fees, as well as reimbursement of reasonable out-
of-pocket expenses. In addition, Chesapeake and Purchaser have agreed to
indemnify Goldman Sachs and certain related persons and DLJ and certain
related persons against liabilities, including certain liabilities under the
federal securities laws, arising out of each of their engagements. Neither
Goldman Sachs nor DLJ believes that they or any of their respective partners,
directors, officers, employees, affiliates or controlling persons, if any, is
a "participant" as defined in Schedule 14A promulgated under the Exchange Act
in the solicitation of proxies and/or consents, or that Schedule 14A requires
the disclosure of certain information concerning Goldman Sachs or DLJ. In
connection with Goldman Sachs' role as Co-Dealer Manager to Chesapeake and
Purchaser, the following investment banking employees of Goldman Sachs 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 consents from these institutions, brokers or other persons: Ravi
Sinha, George Mattson, James Katzman, Peter Comisar and Jason Gilbert. In
connection with DLJ's role as Co-Dealer Manager to Chesapeake and Purchaser,
the following investment banking employees of DLJ 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 consents from
these institutions, brokers or other persons: L. Price Blackford, Doug Brown,
Daniel Schleifman, Robert Simensky and Andrew Kramer. Goldman Sachs and DLJ
each engage 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 Goldman Sachs and/or DLJ may trade securities of
Shorewood for each of their own accounts and the accounts of their customers
and, accordingly, may at any time hold a long or short position in such
securities. Goldman Sachs and DLJ has each informed Chesapeake that, as of the
date hereof, neither of them holds any Shares for its own account. Goldman
Sachs or DLJ and/or certain of their respective affiliates may have voting and
dispositive power with respect to certain Shares held in asset management,
brokerage and other accounts. Goldman Sachs, DLJ, and each such of their
respective affiliates disclaim beneficial ownership of such Shares. Other than
as set forth herein, to the knowledge of Chesapeake and Purchaser, as of the
date of this communication, none of Chesapeake, Purchaser, any of their
respective directors, executive officers, employees or other representatives,
or other persons known to Chesapeake or Purchaser who may solicit consents has
any interest, direct or indirect, in Shorewood by security holding or
otherwise.

For media relations, call:                      For investor relations call:
Molly Remes                                     William Tolley/Joel Mostrom
804-697-1110                                     804-697-1157/804-697-1147

                        Joele Frank/Josh Silverman
                           J. Frank Associates
                        212-355-4449, ext. 107/121

                                       3



  Also on February 7, 2000, the Company issued the following press release:

              Shorewood Comments On Delaware Court Decision

NEW YORK, Feb. 7/PRNewswire/--Shorewood Packaging Corporation (NYSE: SWD-news)
today issued the following comments regarding the Delaware Chancery Court's
decision today rejecting Shorewood's contention that Chesapeake Corporation
(NYSE: CSK - news) 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.

                                       4



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

                                       5



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.

                                   SIGNATURES

  After due 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.

Dated: February 8, 2000

                                        CHESAPEAKE CORPORATION

                                                  /s/ J. P. Causey Jr.
                                        By: ____________________________________
                                                    J. P. Causey Jr.
                                           Senior Vice President, Secretary &
                                                     General Counsel

                                        SHEFFIELD, INC.

                                                  /s/ J. P. Causey Jr.
                                        By: ____________________________________
                                                    J. P. Causey Jr.
                                               Vice President & Secretary

                                       6