UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934*<F1>
JEFFERSON SMURFIT CORPORATION
-----------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
475086104
---------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement __x__. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
- -----------------
<F1>
* 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 disclosure provided in a prior cover page.
<F1>
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 ("Act") 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.)
<PAGE>
CUSIP NO. 475086104 13G PAGE 2 OF 12 PAGES
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Smurfit Packaging Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*<F2>
(a) --------
(b) X
--------
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
5. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON 36,800,000 shares
WITH
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
36,800,000 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,800,000 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
33.16%
12. TYPE OF REPORTING PERSON*
CO
- -----------------
<F2>
* See Instruction Before Filling Out!
</F2>
<PAGE>
CUSIP NO. 475086104 13G PAGE 3 OF 12 PAGES
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Smurfit International B.V.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*<F3>
(a) --------
(b) X
--------
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
5. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON 51,638,462 shares
WITH
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
51,638,462 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,638,462 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
46.53%
12. TYPE OF REPORTING PERSON*
CO
- -----------------
<F3>
* See Instruction Before Filling Out!
</F3>
<PAGE>
CUSIP NO. 475086104 13G PAGE 4 OF 12 PAGES
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jefferson Smurfit Group plc
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*<F4>
(a) --------
(b) X
--------
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
5. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON 51,638,462 shares
WITH
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
51,638,462 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,638,462 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
46.53%
12. TYPE OF REPORTING PERSON*
CO
- -----------------
<F4>
* See Instruction Before Filling Out!
</F4>
<PAGE>
PAGE 5 OF 12 PAGES
ITEM 1.
(a) Name of Issuer:
Jefferson Smurfit Corporation
(b) Address of Issuer's Principal Executive Offices:
Jefferson Smurfit Centre
8182 Maryland Avenue
St. Louis, Missouri 63105
ITEM 2.
(a) Name of Person Filing:
This statement is filed on behalf of (i) Smurfit Packaging
Corporation ("SPC"), a Delaware corporation, (ii) Smurfit
International B.V. ("SIBV"), a Netherlands corporation and an
indirect 100% parent of SPC, and (iii) Jefferson Smurfit Group plc
("JSG"), an Irish public liability company and an indirect 100%
parent of SPC and SIBV. SPC, SIBV and JSG are herein referred to
collectively as the "Reporting Persons."
In accordance with Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), each of the
Reporting Persons acknowledges that it is responsible for the
completeness and the 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.
<TABLE>
<CAPTION>
(b) Address of Principal Business Office or, if none, Residence:
<S> <C> <C>
Smurfit Packaging Corporation Smurfit International B.V. Jefferson Smurfit Group plc
Jefferson Smurfit Centre c/o Rokin Corporate Services B.V. Beech Hill
8182 Maryland Avenue Strawinskylaan 2001 Clonskeagh
St. Louis, Missouri 63105 Amsterdam 1077ZZ Dublin 4
The Netherlands Ireland
<CAPTION>
(c) Citizenship:
<S> <C> <C>
Smurfit Packaging Corporation Smurfit International B.V. Jefferson Smurfit Group plc
State of Delaware The Netherlands Ireland
</TABLE>
(d) Title of Class of Securities:
Common Stock, par value $.01 per share (the "Common Stock")
(e) CUSIP Number
475086104
ITEM 3. If this statement is filed pursuant to Rule 13-1(b), or 13d-2(b),
check whether the person filing is a:
(a) ------ Broker or Dealer registered under Section 15 of the Act
(b) ------ Bank as defined in section 3(a)(6) of the Act
<PAGE>
PAGE 6 OF 12 PAGES
(c) ------ Insurance Company as defined in section 3(a)(19) of the
Act
(d) ------ Investment Company registered under section 8 of the
Investment Company Act
(e) ------ Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) ------ Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) ------ Parent Holding Company, in accordance with Section 240.13d-
1(b)(ii)(G) (Note: See Item 7)
(h) ------ Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
Inapplicable.
ITEM 4. OWNERSHIP
(a) Amount Beneficially owned
As of December 31, 1994, SPC was the direct beneficial
owner of 36,800,000 shares (the "SPC Shares") of Common
Stock.
As of December 31, 1994, SIBV was the direct beneficial
owner of 14,838,462 shares (the "SIBV Shares") of Common
Stock and, by virtue of the relationships reported under
Item 2(a) of this Schedule 13G, SIBV may be deemed to have
been the beneficial owner of the SPC Shares, which may
result in an aggregate of 51,638,462 shares (the "Aggregate
Shares") of Common Stock that may be deemed to have been
beneficially owned by SIBV.
As of December 31, 1994, by virtue of the relationships
reported under Item 2(a) of this Schedule 13G, JSG may be
deemed to have been the beneficial owner of the Aggregate
Shares.
The filing of this Schedule 13G shall not be construed as
an admission by any of the Reporting Persons that it is the
beneficial owner, for purposes of Section 13(d) or 13(g) of
the 1934 Act, of any shares of Common Stock except as set
forth in the first three paragraphs of this Item 4(a).
<PAGE>
PAGE 7 OF 12 PAGES
(b) Percent of Class
The SPC Shares, the SIBV Shares and the Aggregate Shares represent
33.16%, 13.37% and 46.53%, respectively, of the 110,988,462 shares of
Common Stock reported to be outstanding in the Issuer's report on
Form 10-Q filed for the quarter ended September 30, 1994.
(c) Number of shares as to which such person has:
<TABLE>
<CAPTION>
SPC SIBV JSG
<S> <C> <C> <C> <C>
(i) sole power to vote or to direct the vote: -0- -0- -0-
(ii) shared power to vote or to direct the
vote: 36,800,000 51,638,462 51,638,462
(iii) sole power to dispose or to direct the
disposition of: -0- -0- -0-
(iv) shared power to dispose or to direct the
disposition of: 36,800,000 51,638,462 51,638,462
</TABLE>
ITEM 5. OWNERSHIP 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.
Inapplicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Inapplicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
All of the shares of Common Stock covered by this statement are
subject to a stockholders agreement, dated as of May 3, 1994 (the
"Stockholders Agreement"), among SIBV, the Issuer and certain other
parties. The Stockholders Agreement contains provisions regarding,
among other things, restrictions on transferability and voting of the
Common Stock beneficially owned by the parties to such agreement and
certain agreements as to sales or other dispositions of the Common
Stock beneficially owned by the parties to such agreement. Although
SIBV hereby describes a relationship with other persons pursuant to
the Stockholders Agreement, SIBV does not hereby affirm the existence
of a group. See Exhibit 1.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Inapplicable.
ITEM 10. CERTIFICATION
Inapplicable.
<PAGE>
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.
February 7, 1995
-----------------------------------
Date
James B. Malloy
-----------------------------------
Signature
James B. Malloy
Chairman and President
Smurfit Packaging Corporation
-----------------------------------
Name/Title
<PAGE>
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.
February 7, 1995
----------------------------------
Date
Michael O'Riordan
-----------------------------------
Signature
Michael O'Riordan
Managing Director
Smurfit International B.V.
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Name/Title
<PAGE>
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.
February 7, 1995
---------------------------------
Date
Michael R.J. Pettigrew
---------------------------------------
Signature
Michael R.J. Pettigrew
Secretary
Jefferson Smurfit Group plc
-----------------------------------------
Name/Title
<PAGE>
EXHIBIT INDEX
DESCRIPTION PAGE
Exhibit 1. List of Group Members
EXHIBIT 1. LIST OF GROUP MEMBERS
Pursuant to Item 8, the members of the group that have filed this
Schedule 13G pursuant to Rule 13d-1(c) are:
(i) SIBV/MS Equity Investors, L.P.;
(ii) The Morgan Stanley Leveraged Equity Fund II, L.P.;
(iii) Morgan Stanley Leveraged Equity Fund II, Inc.;
(iv) Morgan Stanley Group Inc.;
(v) First Plaza Group Trust;
(vi) AT&T Master Pension Trust; and
(vii) Smurfit International B.V.
