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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)(*)
Smurfit-Stone Container Corporation
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(Name of Issuer)
Common Stock, par value $0.01
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(Title of Class of Securities)
832727101
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(CUSIP Number)
November 18, 1998
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(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[x] Rule 13d-1(d)
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(*)The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 832727101 13G Page 2 of 13 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SIBV/MS Equity Investors, L.P.
13-3580135
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 112,164
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
112,164
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
112,164
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 832727101 13G Page 3 of 13 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley Equity Investors Inc.
13-3504812
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 112,164
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
112,164
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
112,164
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 832727101 13G Page 4 of 13 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Morgan Stanley Leveraged Equity Fund II, L.P.
06-6312775
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 15,187,237
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
15,187,237
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,187,237
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 832727101 13G Page 5 of 13 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley Leveraged Equity Fund II, Inc.
06-1214256
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 15,707,937
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
15,707,937
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,707,937
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 832727101 13G Page 6 of 13 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley Dean Witter & Co.
13-283881
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 15,820,101
EACH REPORTING PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
15,820,101
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,820,101
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
Smurfit-Stone Container Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
150 North Michigan Avenue
Chicago, Illinois 60601-7568
Item 2(a). Name of Person Filing:
This statement is filed on behalf of the persons identified in
Item 4 below. In accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), each person filing this
statement acknowledges that it is responsible for the completeness and
accuracy of the information concerning that person but is not responsible for
the completeness or accuracy of the information concerning the other persons
making the filing, unless such person knows or has reason to believe that such
information is inaccurate.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business address of each of SIBV/MS Equity
Investors, L.P. ("SIBV/MS"), Morgan Stanley Equity Investors Inc., The Morgan
Stanley Leveraged Equity Fund II, L.P. ("MSLEF II") and Morgan Stanley
Leveraged Equity Fund II, Inc. is 1221 Avenue of the Americas, New York, New
York 10020 and the principal business address of Morgan Stanley Dean Witter &
Co. ("MSDW") is 1585 Broadway, New York, New York 10036.
Item 2(c). Citizenship:
Each of the persons filing this statement is a United States
citizen, a corporation or limited partnership organized under the laws of a
state of the United States or a trust created or governed under the laws of a
state of the United States.
Item 2(d). Title of Class of Securities:
This statement relates to the Company's Common Stock, $0.01 par
value per share (the "Common Stock").
Item 2(e). CUSIP Number:
832727101
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ]
Item 4. Ownership:
(a) Amount Beneficially Owned, (b) Percent of Class and (c)
Deemed Voting Power and Dispositive Power:
The filing of this statement should not be construed as an
admission by any person that such person is, for purposes of Section 13(d) or
13(g) of the Exchange Act, the beneficial owner of any securities covered by
this statement, other than the securities set forth opposite such person's
name in the table below. The table below indicates the beneficial ownership
of shares of Common Stock as of December 31, 1998 of the persons filing this
statement:
<TABLE>
<CAPTION>
=====================================================================================================
Beneficial Ownership %
as of 12/31/98 (1) as of 12/31/98 (2)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
SIBV/MS Equity Investors, L.P. (3) 112,164 Less than 0.1
Morgan Stanley Equity Investors Inc. (3) 112,164 Less than 0.1
The Morgan Stanley Leveraged Equity Fund II, L.P. (4) 15,187,237 7.1
Morgan Stanley Leveraged Equity Fund II, Inc. (4) 15,707,937 7.3
Morgan Stanley Dean Witter & Co. (5) 15,820,101 7.4
=====================================================================================================
</TABLE>
(1) Each person has sole voting and dispositive power with
respect to the shares shown as beneficially owned, except as indicated below.
(2) Based on the 214,959,041 shares outstanding as of December
31, 1998.
(3) The sole general partner of SIBV/MS is Morgan Stanley
Equity Investors Inc., a wholly-owned subsidiary of MSDW. Morgan Stanley
Equity Investors Inc. may be deemed to have shared voting and dispositive
power with respect to shares held by SIBV/MS. Morgan Stanley Equity Investors
Inc. does not own directly any shares.
(4) The sole general partner of MSLEF II is Morgan Stanley
Leveraged Equity Fund II, Inc., a wholly-owned subsidiary of MSDW. Morgan
Stanley Leveraged Equity Fund II, Inc. may be deemed to have shared voting and
dispositive power with respect to shares held by MSLEF II. Morgan Stanley
Leveraged Equity Fund II, Inc. owns directly 520,700 shares or approximately
0.2% of the shares outstanding as of December 31, 1998.
(5) MSDW may be deemed to have shared voting and dispositive
power with respect to shares held by SIBV/MS, Morgan Stanley Equity Investors
Inc., MSLEF II and Morgan Stanley Leveraged Equity Fund II, Inc. See Footnotes
3 and 4 above. MSDW does not own directly any shares.
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following: [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
See Exhibit 1.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certifications:
Not applicable.
SIGNATURE
After reasonable 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.
Date: February 12, 1999
THE MORGAN STANLEY LEVERAGED
EQUITY FUND II, L.P.
By: Morgan Stanley Leveraged Equity Fund II, Inc.,
its general partner
By: /s/ Peter R. Vogelsang
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Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY LEVERAGED EQUITY
FUND II, INC.
By: /s/ Peter R. Vogelsang
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Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY DEAN WITTER & CO.
By: /s/ Peter R. Vogelsang
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Name: Peter R. Vogelsang
Title: Authorized Signatory
SIBV/MS EQUITY INVESTORS, L.P.
By: /s/ Peter R. Vogelsang
------------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY EQUITY INVESTORS INC.
By: /s/ Peter R. Vogelsang
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Name: Peter R. Vogelsang
Title: Secretary
Attention. Intentional misstatements or omissions of fact
constitute federal criminal violations (see 18 U.S.C. 1001).
Exhibit Index
Page
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Exhibit 1 -- Group Members 13
Exhibit 1
Pursuant to Item 8, the members of the group that have filed this Schedule
13G pursuant to Rule 13d-1(d) are:
(i) SIBV/MS Equity Investors, L.P.;
(ii) Morgan Stanley Equity Investors Inc.;
(iii) The Morgan Stanley Leveraged Equity Fund II, L.P.;
(iv) Morgan Stanley Leveraged Equity Fund II, Inc.; and
(v) Morgan Stanley Dean Witter & Co.
