Exhibit 4
[SHOREWOOD PACKAGING CORPORATION LETTERHEAD]
February 29, 2000
Dear Fellow Stockholders:
We are pleased to inform you that, on February 16, 2000, Shorewood Packaging
Corporation ("Shorewood") entered into an Agreement and Plan of Merger (the
"Merger Agreement") with International Paper Company ("IP") and International
Paper-37, Inc. ("Purchaser"), a wholly owned subsidiary of IP. Pursuant to the
Merger Agreement, Purchaser has today commenced a tender offer (the "IP Offer")
to purchase all of the outstanding shares of Shorewood's common stock, including
the associated preferred stock purchase rights issued pursuant to the Rights
Agreement, dated as of June 12, 1995, between Shorewood and The Bank of New
York, as Rights Agent (together, "Shares"), of Shorewood for $21.00 per Share in
cash, without interest, subject to the terms and conditions contained in the
Offer to Purchase and the related Letter of Transmittal that are included in
Purchaser's offering materials. Under the Merger Agreement and subject to the
terms thereof, following the IP Offer, Purchaser will be merged with and into
Shorewood (the "Merger") and all Shares not purchased in the IP Offer (other
than Shares held by IP, Purchaser, Shorewood or any of their respective
subsidiaries and Shares held by dissenting stockholders) will be converted into
the right to receive $21.00 per Share in cash in the Merger.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY (I) DETERMINED THAT THE IP OFFER AND
THE MERGER ARE ADVISABLE, FAIR TO AND IN THE BEST INTERESTS OF SHOREWOOD'S
STOCKHOLDERS AND (II) APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY, INCLUDING THE IP OFFER AND THE MERGER. THE SHOREWOOD BOARD
OF DIRECTORS RECOMMENDS THAT XXXXXXXXX'S STOCKHOLDERS ACCEPT THE IP OFFER AND
TENDER THEIR SHARES PURSUANT TO THE IP OFFER.
In arriving at its recommendation, the Shorewood Board gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that is being filed today with the Securities and Exchange Commission. Among
other things, the Shorewood Board considered the fairness opinions and advice of
Xxxxxxxxx's financial advisors, Bear, Xxxxxxx & Co. Inc. and Xxxxxxxxx & Co.,
LLC. The full text of each of these opinions is included in the attached
Schedule 14D-9. Stockholders are urged to read these opinions carefully in their
entirety.
In addition to the attached Schedule 14D-9 relating to the IP Offer, also
enclosed is the Offer to Purchase, dated February 29, 2000, of Purchaser,
together with related materials to be used for tendering your Shares. If your
Shares are held in certificate form, please use the enclosed Letter of
Transmittal to tender your Shares. If your Shares are held in "street name,"
only your broker or banker can tender your Shares and you should contact the
person responsible for your account for information on how to instruct him or
her to tender Shares on your behalf. These documents set forth the terms and
conditions of the IP Offer and the Merger and provide instructions as to how to
tender your Shares. We urge you to read the enclosed materials carefully.
If you need assistance with the tendering of your Shares, please contact
Xxxxxxxxx Shareholder Communications Inc., the Information Agent for the IP
Offer, at its address or telephone number appearing on the back cover of the
Offer to Purchase.
On behalf of the Board of Directors, management and employees of Shorewood,
I thank you for the support that you have given Shorewood.
Sincerely,
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
