-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M0/8VIDcDllNAjuuPThOydNz0SGhWSzl5IaTlImhsENnHizHZciCGqFYhlhMDgTO dUwivERnyRAYCibZl22+WQ== 0000912057-00-011310.txt : 20000314 0000912057-00-011310.hdr.sgml : 20000314 ACCESSION NUMBER: 0000912057-00-011310 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000313 GROUP MEMBERS: INTERNATIONAL PAPER CO /NEW/ GROUP MEMBERS: INTERNATIONAL PAPER-37, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHOREWOOD PACKAGING CORP CENTRAL INDEX KEY: 0000800266 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 112742734 STATE OF INCORPORATION: DE FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-38074 FILM NUMBER: 568351 BUSINESS ADDRESS: STREET 1: 277 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10172 BUSINESS PHONE: 2123711500 MAIL ADDRESS: STREET 1: 277 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10172 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL PAPER CO /NEW/ CENTRAL INDEX KEY: 0000051434 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 130872805 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: TWO MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9143971500 MAIL ADDRESS: STREET 1: TWO MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL PAPER & POWER CORP DATE OF NAME CHANGE: 19710527 SC TO-T/A 1 SC TO-T/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- AMENDMENT NO. 1 TO SCHEDULE TO (Rule 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 -------------------------- SHOREWOOD PACKAGING CORPORATION (Name of Subject Company (Issuer)) INTERNATIONAL PAPER-37, INC. INTERNATIONAL PAPER COMPANY (Names of Filing Persons (Offerors)) COMMON STOCK, $.01 PAR VALUE PER SHARE (INCLUDING ASSOCIATED RIGHTS) (Title of Class of Securities) 825229107 (CUSIP Number of Class of Securities) -------------------------- James W. Guedry, Esq. Vice President and Secretary International Paper Company Two Manhattanville Road Purchase, New York 10577 (914) 397-1500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of Filing Persons) COPY TO: JEFFREY J. ROSEN, ESQ. O'MELVENY & MYERS LLP 153 EAST 53RD STREET NEW YORK, NEW YORK 10022-4611 (212) 326-2000 CALCULATION OF FILING FEE
TRANSACTION VALUATION*: AMOUNT OF FILING FEE: $655,939,977 $131,188.00
* Estimated for purposes of calculating the amount of the filing fee only. This calculation assumes the purchase of all outstanding shares of common stock, par value $.01 per share of Shorewood Packaging Corporation, (the "Common Stock") including associated rights to purchase preferred stock (the "Rights" and together with the Common Stock, the "Shares"), at a price per Share of $21.00 in cash. As of February 15, 2000, there were (i) 27,375,771 Shares outstanding and (ii) 3,859,466 Shares reserved for issuance under stock incentive plans and outstanding options, warrants and other rights to acquire Shares from the Company. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50(th) of one percent of the value of the transaction. /X/ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount previously paid: $131,188.00 Filing Party: International Paper-37, Inc. International Paper Company Form or registration no.: Schedule TO Date Filed: February 29, 2000
/ / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: /X/ third-party tender offer subject to Rule 14d-1. / / issuer tender offer subject to Rule 13e-4. / / going-private transaction subject to Rule 13e-3. / / amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: / / - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (CONTINUED ON FOLLOWING PAGE) AMENDMENT NO. 1 TO SCHEDULE TO This Amendment No. 1 (this "Amendment") amends and supplements the Schedule TO filed with the Securities and Exchange Commission on February 29, 2000 (the "Schedule TO") by 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 Schedule TO relates to the offer to purchase all of the outstanding shares of common stock par value $0.01 per share (the "Shares"), of Shorewood Packaging Corporation, a Delaware corporation (the "Company"), at a purchase price of $21.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 29, 2000 and in the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Offer to Purchase or in the Schedule TO. ITEM 11. ADDITIONAL INFORMATION. The response to Item 11 is amended and supplemented by the addition of the following: The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the purchase of Shares pursuant to the Offer has expired. ITEM 12. EXHIBITS. The response to Item 12 is amended to add the following exhibit: (a)(1)(I) Press Release issued by Parent dated March 13, 2000.
2 SIGNATURE 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. INTERNATIONAL PAPER COMPANY By: /s/ JAMES W. GUEDRY ----------------------------------------- Name: James W. Guedry Title: Vice President and Secretary INTERNATIONAL PAPER-37, INC. By: /s/ JAMES W. GUEDRY ----------------------------------------- Name: James W. Guedry Title: President
Date: March 13, 2000 3 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(1)(I) Press Release issued by Parent on March 13, 2000.
EX-99.(A)(1)(I) 2 EXHIBIT 99.(A)(1)(I) Exhibit (a)(1)(I) [GRAPHIC OMITTED] 2 MANHATTANVILLE ROAD PURCHASE, NY 10577-2196 NEWS RELEASE MEDIA CONTACT: Jack Cox, 914-397-1952 ANALYST CONTACTS: Carol Tutundgy, 914-397-1632; Rochelle Weitzner, 914-397-1623 U.S. JUSTICE DEPARTMENT CLEARS SHOREWOOD PACKAGING ACQUISITION MARCH 13, 2000 PURCHASE, N.Y. -- The U.S. Department of Justice has concluded its Hart-Scott-Rodino review of International Paper's (NYSE:IP) announced acquisition of Shorewood Packaging Corporation (NYSE: SWD). The Canadian Competition Act's 14-day waiting period will expire on March 23. International Paper launched a tender offer on February 29 for all shares of Shorewood stock at $21 per share, or approximately $600 million. Unless extended, the tender offer will expire at midnight on March 27. International Paper would also assume approximately $275 million in Shorewood debt. The Boards of Directors of both companies have unanimously approved the transaction. 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. International Paper (www.internationalpaper.com) is the world's largest paper and forest products company. Businesses include printing papers, packaging, building materials, chemical products and distribution. As the largest private landowner in the U.S., the company manages its forests under the principles of the Sustainable Forestry Initiative (SFI-sm-) program, a system that ensures the perpetual growing and harvesting of trees while protecting wildlife, plants, soil, air and water quality. Headquartered in the United States at Purchase, N.Y., International Paper has operations in nearly 50 countries, employs nearly 100,000 people and exports its products to more than 130 nations. ### -----END PRIVACY-ENHANCED MESSAGE-----