FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
February 23, 2000
ST. LAURENT PAPERBOARD INC.
(Translation of registrant's name into English)
630 Rene-Levesque Boulevard, West, Suite 3000,
Montreal, Quebec H3B 5C7
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F ...... Form 40-F ..X...
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b)under the Securities Exchange Act of 1934.
Yes ..... No ...X..
INFORMATION FILED WITH THIS REPORT
The following document is filed as an Exhibit to this Report:
Exhibit I -- Press Release, dated February 23, 2000, of St. Laurent Paperboard
Inc. announcing Smurfit-Stone to Acquire St. Laurent Paperboard for
Cash and Stock Acquisition will Create Leader in High-Impact
Graphics Packaging.
<PAGE>
On February 23, 2000 St. Laurent Paperboard Inc. issued a press release
announcing Smurfit-Stone to Acquire St. Laurent Paperboard for Cash and Stock
Acquisition will Create Leader in High-Impact Graphics Packaging.
Exhibit I -- Press Release, dated February 23, 2000, of St. Laurent Paperboard
Inc. announcing Smurfit-Stone to Acquire St. Laurent Paperboard for
Cash and Stock Acquisition will Create Leader in High-Impact
Graphics Packaging.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: February 23, 2000
ST. LAURENT PAPERBOARD INC.
(Registrant)
By: /s/ Richard Garneau
-------------------------------
Name: Richard Garneau
Title: Senior Vice President and
Chief Financial Officer
St. Laurent Paperboard Inc.
<PAGE>
EXHIBIT I
P R E S S R E L E A S E
For Immediate Release
Contact: Timothy McKenna (investors)
312-580-4637 / 314-746-1254
Tom Lange (media)
314-746-1236
Smurfit-Stone
www.smurfit-stone.com
Richard Garneau
Senior Vice-president and CFO
514-861-4011 ext 223
St. Laurent Paperboard
www.stlaurent.com
SMURFIT-STONE TO ACQUIRE
ST. LAURENT PAPERBOARD FOR CASH AND STOCK
ACQUISITION WILL CREATE LEADER IN HIGH-IMPACT GRAPHICS PACKAGING
CHICAGO AND MONTREAL, FEBRUARY 23, 2000-- Smurfit-Stone Container Corporation
(Smurfit-Stone, Nasdaq: SSCC) and St. Laurent Paperboard Inc., (St. Laurent,
TSE: SPI, NYSE: SLW) jointly announced today that Smurfit-Stone has agreed to
acquire St. Laurent for about US$1.4 billion consisting of approximately US$625
million in cash, Smurfit-Stone common stock, and the assumption of St. Laurent's
debt.
Ray Curran, president and chief executive officer of Smurfit-Stone, said,
"This transaction has multiple benefits for investors. It will expand our
capabilities to serve the fast-growing market for high-impact graphics
packaging, and it presents an excellent business and geographic fit. It is also
expected to be immediately accretive to our earnings."
Dr. Michael W.J. Smurfit, who is chairman of Smurfit-Stone Container
Corporation and chairman and chief executive officer of Jefferson Smurfit Group,
Smurfit-Stone's largest shareholder, said, "This acquisition is another
important step in expanding the presence of Smurfit-Stone and the worldwide
Jefferson Smurfit Group in the North American packaging market."
The transaction will significantly expand Smurfit-Stone's capabilities to
produce specialty grades of containerboard, such as white top linerboard, coated
and bleached linerboard and lightweight medium used in point-of-purchase
promotional packaging. St. Laurent's corrugated packaging plants will expand
Smurfit-Stone's capabilities to provide microflute and other high impact
graphics packaging to customers throughout North America. St. Laurent's
paperboard operations include four containerboard mills with 1.5 million tons of
capacity and 16 packaging plants.
Under the terms of the agreement, holders of St. Laurent stock will receive
US$12.50 (Cdn$18.50) in cash plus one-half share of Smurfit-Stone common stock
for each share of St. Laurent. In the event that St-Laurent receives a superior
proposal, Smurfit-Stone shall have the right to amend its offer. To finance the
transaction, Smurfit-Stone will raise US$625 million in new debt and issue
approximately 25 million new shares of common stock, increasing the number of
fully diluted shares outstanding to approximately 250 million. Smurfit-Stone
will also refinance about US$386 million of St. Laurent debt. The transaction is
subject to St. Laurent shareholder approval and various regulatory approvals and
is expected to close in the second quarter.
"The combination of these packaging businesses into one North American unit
will generate approximately US$50 million annually in cost savings," Curran
said. "In addition, by joining Smurfit-Stone's containerboard system with St.
Laurent capabilities we will create significant new opportunities to optimize
our containerboard manufacturing costs.
"St. Laurent has superior capabilities in specialty containerboard such as
white top linerboard and lightweight medium. By adding these operations,
Smurfit-Stone develops an unmatched ability to serve customers for microflute
and value graphics packaging and point-of-purchase displays. Finally, St.Laurent
management has done an excellent job in the past twelve months of reducing costs
and increasing production at its white top mills. We expect to continue with
this progress."
Jay J. Gurandiano, president and chief executive officer of St. Laurent
Paperboard, added, "This transaction enhances our shareholder value.
Shareholders will be able to participate in the many benefits accruing from the
combination of St. Laurent's niche in higher value white top linerboard and
microfluting grades and Smurfit-Stone's preeminent position as the largest
container and containerboard producer in North America."
Smurfit-Stone, which was created by the November 1998 merger of Jefferson
Smurfit Corporation and Stone Container Corporation, is the industry's leading
manufacturer of paper and paperboard-based packaging, including containerboard,
corrugated containers, industrial bags, and claycoated recycled boxboard; and is
the world's largest paper recycler. In addition, Smurfit-Stone is a leading
producer of solid bleached sulfate, folding cartons, paper tubes and cores, and
labels. Net sales in 1999 were US$7.2 billion. The company employs approximately
35,000 and operates about 300 facilities worldwide. The company has a production
capacity of six million tons of containerboard and one million tons of other
packaging grades.
St. Laurent Paperboard is a leading North American producer, supplier and
converter of high quality, value-added specialty containerboard and high impact
graphics packaging, with more than 4,500 employees serving a diverse customer
base in North America and selected international markets. Formed in 1994, the
company had sales of US$916 million in 1999. In addition to its four mills and
16 packaging plants, the company also owns 920,000 acres of forest land in
Quebec and solid wood products operations.
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THIS DOCUMENT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 21 E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, ABOUT
SMURFIT-STONE CONTAINER CORPORATION. ALTHOUGH THE COMPANY BELIEVES THAT, IN
MAKING ANY SUCH STATEMENTS, ITS EXPECTATIONS ARE BASED ON REASONABLE
ASSUMPTIONS, ANY SUCH STATEMENT MAY BE INFLUENCED BY FACTORS THAT COULD CAUSE
ACTUAL OUTCOMES AND RESULTS TO BE MATERIALLY DIFFERENT FROM THOSE PROJECTED.
WHEN USED IN THIS DOCUMENT, THE WORDS "ANTICIPATES," "BELIEVES," "EXPECTS,"
"INTENDS," AND SIMILAR EXPRESSIONS AS THEY RELATE TO SMURFIT-STONE CONTAINER
CORPORATION OR ITS MANAGEMENT ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING
STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO NUMEROUS RISKS AND
UNCERTAINTIES. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE IN FORWARD-LOOKING STATEMENTS, CERTAIN OF WHICH ARE BEYOND
THE CONTROL OF SMURFIT-STONE CONTAINER CORPORATION, INCLUDE: THE IMPACT OF
GENERAL ECONOMIC CONDITIONS IN THE U.S. AND CANADA AND IN OTHER COUNTRIES IN
WHICH SMURFIT-STONE CONTAINER CORPORATION AND ITS SUBSIDIARIES CURRENTLY DO
BUSINESS (INCLUDING ASIA, EUROPE AND LATIN AND SOUTH AMERICA); INDUSTRY
CONDITIONS, INCLUDING COMPETITION AND PRODUCT AND RAW MATERIAL PRICES;
FLUCTUATIONS IN EXCHANGE RATES AND CURRENCY VALUES; CAPITAL EXPENDITURE
REQUIREMENTS; LEGISLATIVE OR REGULATORY REQUIREMENTS, PARTICULARLY CONCERNING
ENVIRONMENTAL MATTERS; INTEREST RATES; ACCESS TO CAPITAL MARKETS; THE TIMING OF
AND VALUE RECEIVED IN CONNECTION WITH ASSET DIVESTITURES; AND OBTAINING REQUIRED
APPROVALS, IF ANY, OF DEBT HOLDERS. THE ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENT BY SMURFIT-STONE CONTAINER CORPORATION COULD DIFFER MATERIALLY FROM
THOSE EXPRESSED IN, OR IMPLIED BY, THESE FORWARD-LOOKING STATEMENTS AND,
ACCORDINGLY, NO ASSURANCES CAN BE GIVEN THAT ANY OF THE EVENTS ANTICIPATED BY
THE FORWARD-LOOKING STATEMENTS WILL TRANSPIRE OR OCCUR, OR IF ANY OF THEM DO SO,
WHAT IMPACT THEY WILL HAVE ON THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION
OF SMURFIT-STONE CONTAINER CORPORATION.
FOR FURTHER INFORMATION:
Richard Garneau
Senior Vice President and Chief Financial Officer
ST. LAURENT PAPERBOARD INC.
Tel.: (514) 864-5102
http://www.stlaurent.com
