EX-1
from SC 13D
1 page
Exhibit 1(g) November 22, 1999 the Board of Directors Shorewood Packaging Corporation 277 Park Avenue New York Ny 10172 Ladies and Gentlemen: We Were Disappointed to Learn of Your Rejection of Our Fully-Financed Proposal to Acquire Shorewood at $16.50 Per Share, Representing a Substantial Premium to Your Current Market Price. We Continue to Believe That a Combination of Our Businesses Under Chesapeake's Leadership Would Be in the Best Interests of Our Respective Shareholders, Employees and Customers. Your President, Mr. Liebman, Was Quoted in the Wall Street Journal as Saying That You Are Prepared to Consider an Offer at the "Right Price." While We Believe That Our $16.50 Proposal Represents a Full Valuation, We Wish to Reiterate That We Are Prepared to Commence Immediate Good Faith Negotiations Regarding Our Proposal. Our Offer Is Based on Publicly Available Information, and We Remain Open to the Possibility That We May Be Able to Increase Our Offer With Appropriate Due Diligence and Access to Your Business Plan. We Also Stand Ready to Discuss Alternatives to an All-Cash Structure That May Offer a Tax-Advantaged Alternative for Your Shareholders. Given the Importance to Your Stockholders of Our Continued Interest and Our Willingness to Negotiate Price and Structure, We Are Issuing a Press Release Today Concerning the Subject of This Letter. We Look Forward to Your Prompt Response, and to Commencing Good Faith Negotiations Regarding Our Proposal. Sincerely, /S/ Thomas H. Johnson Thomas H. Johnson Thj:shh Page 30 of 44 Pages
12/34/56
EX-1
from SC 13D
1 page
Exhibit 1(b) October 29, 1999 Strictly Confidential Mr. Marc P. Shore Chairman of the Board & Chief Executive Officer Shorewood Packaging Corporation 277 Park Avenue New York, New York 10172 Dear Marc: I Have Received Your Letter of October 26, 1999. as You Know, Chesapeake Is Not for Sale. We Are in the Process of Executing Our Strategy of Building a Global Specialty Packaging and Merchandising Company, Which We Believe Is in the Best Interests of Chesapeake and Its Shareholders. However, Our Board of Directors, Consistent With Its Fiduciary Duties, Will Consider Carefully Your Letter. Completion of the Appropriate Analysis to Give Due Consideration to Your Letter and Enable Our Board to Become Fully Informed Will Require Some Time. I Will Respond to Your Letter No Later Than One Week From Today, or Friday, November 5, 1999. Sincerely, /S/ Thomas H. Johnson Thomas H. Johnson President & Chief Executive Officer Thj:shh Page 21 of 44 Pages
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