-----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, DkpiyGOiGVxn5IH9PVHkGiyD4u/PNbOY1f7u3+E3V374wFiEth250ngXeTw+iORA +4Vt5fKcEsPjKMdaX+ndvg== 0000912057-00-013972.txt : 20000329 0000912057-00-013972.hdr.sgml : 20000329 ACCESSION NUMBER: 0000912057-00-013972 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000328 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 13D/A SEC ACT: SEC FILE NUMBER: 005-38074 FILM NUMBER: 580768 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 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: 580769 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 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 -------------------------- SCHEDULE TO/A (AMENDMENT NO. 3 - FINAL AMENDMENT) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 and SCHEDULE 13D/A (AMENDMENT NO. 1) Under 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*: $655,939,977 Amount of Filing Fee: $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 1/50th 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. 1 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. /X/ 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: /X/ 2 - ------------------- ------------------- ------------------- CUSIP NO. 825229107 13D PAGE 3 OF 6 PAGES - ------------------- ------------------- ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) International Paper-37, Inc.; 58-2489737 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS / / IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 25,925,365 NUMBER OF ------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 25,925,365 PERSON WITH ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,925,365 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 94.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- 3 - ------------------- ------------------- ------------------- CUSIP NO. 825229107 13D PAGE 4 OF 6 PAGES - ------------------- ------------------- ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) International Paper Company; 13-0872805 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS / / IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 25,925,365 NUMBER OF ------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 25,925,365 PERSON WITH ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,925,365 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 94.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- 4 This Amendment No. 3, constituting the final amendment (this "Amendment"), amends and supplements as amended, the Schedule TO filed with the Securities and Exchange Commission on February 29, 2000 (as amended, 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 "Common Stock"), of Shorewood Packaging Corporation, a Delaware corporation (the "Company") together with the associated rights to purchase preferred stock (the "Rights" and together with the Common Stock, the "Shares"), 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 (the "Offer to Purchase") 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. This Amendment also amends the Schedule 13D of Parent and Purchaser filed with the Securities and Exchange Commission on February 25, 2000, which is incorporated herein by reference. Reference is hereby made to the press release dated March 28, 2000, which is attached hereto as Exhibit (a)(1)(K) and is incorporated herein by reference. ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The response to Item 8 is amended and supplemented by the addition of the following: At 12:00 midnight, New York City time, on Monday, March 27, 2000, the offer expired. Based on preliminary information provided by the Depositary, approximately 25.9 million Shares were validly tendered and not withdrawn pursuant to the Offer (including 972,479 Shares subject to guarantees of delivery), which together represent approximately 95% of the outstanding Shares. Purchaser has accepted for payment all such Shares at the purchase price of $21.00 per Share, net to the seller in cash. ITEM 12. EXHIBITS. The response to Item 12 is amended to add the following exhibit: (a)(1)(K) Press Release issued by Parent dated March 28, 2000. 5 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 28, 2000 6 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- (a)(1)(K) Press Release issued by Parent on March 28, 2000. EX-99.(A)(1)(K) 2 EXHIBIT 99(A)(1)(K) Exhibit 99(a)(1)(k) International Paper Subsidiary Successfully Completes Cash Tender Offer For Shares of Shorewood Packaging March 28, 2000 Purchase, N.Y., -- International Paper (NYSE:IP) announced today the successful completion of the cash tender offer by International Paper-37, Inc., a wholly-owned subsidiary of International Paper, for all outstanding shares of common stock (together with the associated rights to purchase preferred shares) of Shorewood Packaging Corporation (NYSE: SWD). The tender offer expired, as scheduled, at midnight, Eastern Standard Time, on Monday, March 27, 2000. International Paper-37, Inc., has accepted for payment all shares validly tendered and not withdrawn prior to the expiration of the offer. Based on information provided by ChaseMellon Shareholder Services, LLC as Depository, approximately 25.9 million shares of Shorewood have been acquired by International Paper-37, Inc., including 972,479 shares subject to guarantees of delivery, representing approximately 95 percent of all outstanding shares. Payment for shares properly tendered and accepted will be made as promptly as practicable and, in the case of shares tendered by guaranteed delivery procedures, promptly after timely delivery of shares and required documentation. As previously announced, International Paper will acquire the remaining Shorewood Packaging shares in a merger in which each share of Shorewood Packaging's common stock will be converted into the right to receive $21 in cash, the same consideration being paid for shares tendered in the offer, subject to appraisal rights, and following which Shorewood Packaging will become a wholly-owned subsidiary of International Paper. 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 (SFISM) 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-----