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CHESAPEAKE-SHOREWOOD: OPPORTUNITY FOR VALUE ENHANCEMENT
NYSSA Corporate
Governance Forum
CONDITIONS OF
PARTICIPATION - MARCH 7, 2000 PUBLIC MEETING
As a
not-for-profit educational organization established to serve investment
decision-makers, the New York Society of Security Analysts is in a unique
position to provide a fair and open forum for the corporate governance
issues which concern shareholders of Chesapeake Corporation and Shorewood
Packaging Corporation. The following conditions are intended to assure both
companies, their shareholders, and the volunteers who contribute their
professional work, as well as observers, that the NYSSA's Committee for
Corporate Governance will conduct the Chesapeake-Shorewood Forum in a manner
to encourage constructive presentations of relevant and potentially
differing views:
Participation of
NYSSA volunteers:
Members of the NYSSA and affiliated analyst societies may participate as
volunteers, either individually or in work groups, (1) to present questions
for representatives of the companies or for other participants, and (2) to
submit comments, analyses, or opinions. The Committee will define
procedures for the conduct of volunteer activities consistent with the
NYSSA's educational purpose. As a condition of participation, volunteers
must agree not to use the Forum to recommend or encourage actions by company
shareholders, or to influence company management. Individuals with any
relationship to the companies will not be eligible to participate as
volunteers.
Participation of
company representatives:
Chesapeake and Shorewood may designate one or more representatives to
participate in the Forum and communicate with the Committee. All existing
and proposed directors of each company will also be considered company
representatives for purposes of participation in the Forum.
Other participants:
The Committee may invite participation in the Forum by others, including
company shareholders, proponents of proposals to be considered by
shareholders, and individuals with relevant expertise.
March 7, 2000 Forum
meeting: A
Forum meeting will be held commencing at 12:30PM on Tuesday, March 7, 2000,
at the facilities of the NYSSA in New York. Open to the public and the
press and moderated by the Forum's adviser, the meeting will provide
participants an opportunity to present as well as hear relevant views.
(Information about attendance of the meeting and its preceding luncheon, or
about arrangements for remote electronic participation, may be obtained from
NYSSA at 212/912-9249 or <www.nyssa.org>.)
Written
presentations:
Any written material a participant intends to present at the public Forum
meeting must be submitted in advance to the Chairman of the NYSSA's
Committee for Corporate Governance or his designated Forum administrator.
The advance submissions should include three printed copies and an
electronic version of the material, and the participant should also provide
additional copies of the presentation material for distribution at the
meeting. Any material submitted less than three business days before the
meeting must be accompanied by a signed statement that the responsible
person intends public distribution of the material at the Forum meeting and
has complied with all applicable SEC regulations relating to the
presentation. By presenting written material at the Forum meeting, a
participant will acknowledge an intent to publicly distribute the material
and a consent to any publication or SEC filing of the material by anyone
associated with the Forum.
Written comments:
Participants in the Forum may submit written comments on any of the written
or verbal Forum meeting presentations of other participants, or on any
proposals or statements filed with the SEC. These comments may address any
aspect of a presentation or SEC filing and may take any form, including
informal reactions, simple statements of agreement or disagreement,
critiques, opinion surveys, methodology evaluations, or alternative
analyses. The comments must be submitted to the Chairman of the NYSSA's
Committee for Corporate Governance or his designated Forum administrator
within one week of the Forum meeting and should include three printed copies
and an electronic version of the material, with a statement that the person
responsible consents to the publication or SEC filing of the presentation by
anyone associated with the Forum.
Confidentiality:
To the extent that any information is not public and is obtained in the
course of participating in the Forum, participants shall agree to treat the
information as confidential. NYSSA volunteers and anyone else involved in
the preparation or review of material to be published shall agree as a
condition of participation in the Forum not to disclose any information
about confidential material prior to its public release.
NYSSA
responsibility:
The NYSSA is responsible only for providing a fair and open forum for the
views of all participants. In providing the forum and making the
participants' views available to the public, the NYSSA will assume no
responsibility for the information or opinions presented by participants,
and will not endorse any side of an issue.
February 25, 2000
(REVISED)
Peter F. Brennan,
Chairman, NYSSA Committee for Corporate Governance
(c/o
MidCap Investors LLC, 50 Broad Street, New York, NY 10004; 212/668-3033)
Gary Lutin, Forum
adviser and co-sponsor
(c/o
Lutin & Company, 575 Madison Avenue, New York, NY 10022; 212/605-0335)
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