JEFFERSON SMURFIT CORPORATION
8182 Maryland Avenue
St. Louis, MO 63105
March 21, 1995
Dear Stockholder:
You are cordially invited to attend our Company's 1995 Annual
Meeting of Stockholders which will be held on Tuesday, April 25,
1995, at 1:00 p.m. local time at the Stouffer Renaissance St. Louis
Hotel, 9801 Natural Bridge Road, St. Louis, Missouri 63134. The
formal Notice of Annual Meeting of Stockholders and Proxy Statement
accompanying this letter describe the business to be acted upon at
the meeting.
Your vote is important and your shares should be represented
at the meeting whether or not you are personally able to attend.
Accordingly, you are requested to mark, sign, date and return the
accompanying proxy promptly.
On behalf of the Board of Directors, thank you for your
continued support of Jefferson Smurfit Corporation.
Sincerely,
Michael W.J. Smurfit
Chairman of the Board
<PAGE>
JEFFERSON SMURFIT CORPORATION
Notice of Annual Meeting of Stockholders
To Be Held on April 25, 1995
NOTICE IS HEREBY GIVEN that the 1995 Annual Meeting of
Stockholders of Jefferson Smurfit Corporation, a Delaware
corporation (the "Company"), will be held on Tuesday, April
25, 1995, at 1:00 p.m. local time at the Stouffer Renaissance
St. Louis Hotel, 9801 Natural Bridge Road, St. Louis,
Missouri 63134 to act upon the following matters which are
described more fully in the accompanying Proxy Statement:
1. The election of three directors for terms of office
expiring at the annual meeting of stockholders in
1998;
2. The ratification of the appointment of Ernst & Young
LLP as independent auditors of the Company for 1995;
and
3. Such other business as may properly come before the
meeting and/or any adjournment thereof.
All stockholders of record at the close of business on
March 1, 1995 are entitled to notice of, and to vote at, the
Annual Meeting and/or any adjournment thereof.
The Board of Directors of the Company has authorized the
solicitation of proxies. Unless otherwise directed, the
proxies will be voted FOR the election of the nominees listed
in the attached Proxy Statement to be members of the Board of
Directors of the Company; FOR the ratification of the
appointment of independent auditors of the Company for 1995;
and, on any other business that may properly come before the
Annual Meeting, as the named proxies in their best judgment
shall decide.
Any stockholder submitting a proxy may revoke such proxy
at any time prior to its exercise by notifying Michael E.
Tierney, Secretary of the Company, in writing at 8182
Maryland Avenue, St. Louis, Missouri 63105, prior to the
Annual Meeting, and if you attend the Annual Meeting you may
revoke your proxy if previously submitted and vote in person
by notifying the Secretary of the Company at the Annual
Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Michael E. Tierney
Secretary
St. Louis, Missouri
March 21, 1995
<PAGE>
JEFFERSON SMURFIT CORPORATION
Proxy Statement
For 1995 Annual Meeting of Stockholders
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of
Jefferson Smurfit Corporation, a Delaware corporation (the
"Company"), 8182 Maryland Avenue, St. Louis, Missouri 63105,
for use at the 1995 Annual Meeting of Stockholders to be held
on Tuesday, April 25, 1995 (the "Annual Meeting"). The Board
of Directors of the Company urges that your proxy be executed
and returned promptly in the enclosed envelope. Any
stockholder submitting a proxy may revoke such proxy at any
time prior to its exercise by notifying Michael E. Tierney,
Secretary of the Company, in writing, prior to the Annual
Meeting. Any stockholder attending the Annual Meeting may
revoke his proxy and vote personally by notifying the
Secretary of the Company at the Annual Meeting. Only
stockholders of record at the close of business on March 1,
1995 will be entitled to notice of, and to vote at, the
Annual Meeting and/or any adjournment thereof. At the close
of business on March 1, 1995, the Company had 110,988,681
outstanding shares of common stock (the "Common Stock").
Each share of Common Stock entitles the holder thereof to one
vote.
If the accompanying proxy card is signed and returned,
the shares represented thereby will be voted in accordance
with the directions on the proxy card. Unless a stockholder
specifies otherwise therein, the proxy will be voted in favor
of the election of the three nominees to the Board of Directors
of the Company named below and in favor of ratifying
the appointment of Ernst & Young LLP as independent auditors
for the Company for 1995. The presence in person or by proxy
of a majority of the voting power represented by outstanding
shares of the Common Stock (55,494,341 shares) will
constitute a quorum for the transaction of business at the
Annual Meeting. Directors will be elected by a plurality of
the voting power represented at the meeting and ratification
of the appointment of independent auditors will be determined
by the affirmative vote of the majority of the voting power
represented at the meeting. In the election of directors,
abstentions and broker non-votes will not affect the outcome
except in determining the presence of a quorum and in the
sense that they do not contribute to reaching the number of
votes required for approval. An instruction to "abstain"
from voting on the proposal to ratify the appointment of
independent auditors will be treated as shares present and
will have the same effect as a vote against that proposal.
<PAGE>
As noted under the "Principal Stockholders" section
herein, as of the close of business on March 1, 1995, Smurfit
International B.V., an entity organized under the laws of The
Netherlands ("SIBV") and its subsidiaries, was the owner of
approximately 46.5% of the outstanding Common Stock and The
Morgan Stanley Leveraged Equity Fund II, L.P. ("MSLEF II")
and certain related entities (together, the "MSLEF II
Associated Entities") was the owner of approximately 28.7% of
the outstanding Common Stock. SIBV and the MSLEF II
Associated Entities, acting together, by reason of their
ownership of Common Stock, have sufficient votes, without any
additional votes, to elect the three nominees named herein,
to ratify the appointment of independent auditors and to
approve or defeat any other action or proposal to be taken or
made at the Annual Meeting which requires the approval of a
plurality or a majority of the votes represented by
outstanding shares of the Common Stock. SIBV and the MSLEF
II Associated Entities, which are parties to a Stockholders
Agreement dated May 3, 1994 (the "Stockholders Agreement"),
have advised the Company that they are obligated to vote
their respective shares of Common Stock FOR the three
nominees of the Board of Directors named herein. SIBV and
the MSLEF II Associated Entities have advised the Company
that they intend to vote their respective shares FOR the
ratification of the appointment of independent auditors.
SIBV is an indirect wholly-owned subsidiary of Jefferson
Smurfit Group plc, a public corporation organized under the
laws of the Republic of Ireland ("JS Group"), which, through
its subsidiaries, is principally an integrated manufacturer
and converter of paper and board. MSLEF II is a Delaware
limited partnership investment fund formed to make
investments in industrial and other companies. See
"Principal Stockholders" and "Certain Transactions."
This Proxy Statement and the enclosed proxy card are
being mailed to the stockholders of the Company on or about
March 21, 1995.
PROPOSAL 1 - ELECTION OF DIRECTORS
The Board of Directors of the Company currently consists
of eight directors. The directors are classified into three
groups: three directors having terms expiring at the
forthcoming Annual Meeting; three directors having terms
expiring in 1996; and two directors having terms expiring in
1997.
Set forth below is information concerning the three
nominees for directorships having terms expiring at the
forthcoming 1995 Annual Meeting. James E. Terrill, David R.
Ramsay and G. Thompson Hutton are the nominees of the Board
of Directors of the Company to fill these directorships.
Such nominations were made pursuant to the terms of the
Stockholders Agreement. For purposes of the Stockholders
Agreement, David R. Ramsay and G. Thompson Hutton have been
designated as nominees by MSLEF II, and James E. Terrill has
been designated as a nominee by SIBV. The Board of Directors
of the Company recommends a vote FOR these three nominees.
If elected, each nominee will serve until the 1998 annual
election of directors or until his successor is duly elected
and qualified, or until his earlier death, resignation or
<PAGE>
removal. James E. Terrill, David R. Ramsay and G. Thompson
Hutton are presently members of the Board of Directors of the
Company and have been approved unanimously by the Board of
Directors of the Company for re-election. If any of the
nominees are unavailable for election, an event which the
Board of Directors of the Company does not presently
anticipate, the persons named in the enclosed proxy intend to
vote the proxies solicited hereby FOR the election of such
other nominee or nominees, if any, as they may select. Also
set forth below is information concerning directors whose
terms are not expiring this year.
Nominees for Directors to be Elected at the 1995 Annual
Meeting
Name and Year
First Elected Principal Occupation and Other
Director Information
G. Thompson Hutton Mr. Hutton, 39, has been President and
1994 Chief Executive Officer of Risk
Management Solutions, Inc., an
information services company based in
Menlo Park, California, since 1991.
Prior to that he was Engagement Manager
with McKinsey & Company, Inc. from 1986
to 1991. He also serves as Director of
K2 Technologies, Express Yachts and is a
Trustee for Colorado Outward Bound
School.
David R. Ramsay Mr. Ramsay, 31, joined Morgan Stanley &
1989 Co. Incorporated ("MS&Co.") in 1989 and
is a Vice President of MS&Co.'s
Merchant Banking Division. Mr. Ramsay
also serves as a Director of ARM
Financial Group Inc., Integrity Life
Insurance Company, National Integrity
Life Insurance Company, Consolidated
Hydro, Inc., Hamilton Services Limited,
A/S Bulkhandling, Stanklav Holdings,
Inc. and Risk Management Solutions, Inc.
and is President and a Director of PSF
Finance Holdings, Inc.
James E. Terrill Mr. Terrill, 61, was elected President
1994 and Chief Executive Officer of the
Company in February 1994. He served as
Executive Vice President - Operations of
the Company from August 1990 to February
1994. He also served as Executive Vice
President of Smurfit Newsprint
Corporation ("SNC") from February 1993
to February 1994 and was President of
SNC from February 1986 to February 1993.
<PAGE>
Members of the Board of Directors
Continuing in Office with Terms Expiring in 1996
Name and Year
First Elected
Director Principal Occupation and Other Information
Alan E. Goldberg Mr. Goldberg, 40, joined MS&Co. in 1979 and
1989 has been a member of MS&Co.'s Merchant Banking
Division since its formation in 1985 and a
Managing Director of MS&Co. since 1988. Mr.
Goldberg is a Director of Morgan Stanley
Leveraged Equity Fund II, Inc. ("MSLEF II,
Inc.") and Vice Chairman of Morgan Stanley
Capital Partners III, Inc. ("MSCP III, Inc.").
Mr. Goldberg also serves as a Director of Amerin
Guaranty Corporation, CIMIC Holdings Limited,
Centre Cat Limited, Hamilton Services Limited
and Risk Management Solutions, Inc.
Howard E. Kilroy Mr. Kilroy, 59, has been Chief Operations
Director 1989 of JS Group since 1978 and President of JS Group
since October 1986. He was a member of the
Supervisory Board of SIBV from January 1978 to
January 1992. He has been a Director of the
Company since 1989 and Senior Vice President for
more than 5 years. He will retire from his
executive positions with JS Group and the
Company at the end of March 1995, but will
remain a Director of JS Group and the Company.
In addition, he is Governor (Chairman) of Bank
of Ireland and a Director of Aran Energy plc.
James R. Thompson Mr. Thompson, 58, is Chairman of Winston and 1994
Strawn, a law firm that regularly represents the
Company on numerous matters. He served as
Governor of the State of Illinois from 1977 to
1991. Mr. Thompson serves as Director of FMC
Corporation, the Chicago Board of Trade, Chicago
and North Western Transportation Company, United
Fidelity, Inc., International Advisory Council
of the Bank of Montreal, Prime Retail, Inc.,
Pechiney International, Wackenhut Corrections
Corporation and American Publishing Corporation.
<PAGE>
Members of the Board of Directors
Continuing in Office with Terms Expiring in 1997
Name and Year
First Elected Principal Occupation and Other
Director Information
Donald P. Brennan Mr. Brennan, 54, joined MS&Co. in 1982 and
1989 has been a Managing Director of MS&Co.
since 1984. He is responsible for MS&Co.'s
Merchant Banking Division and is Chairman
and President of MSLEF II, Inc. and
Chairman of MSCP III, Inc. Mr. Brennan
serves as a Director of Fort Howard
Corporation, Hamilton Services Limited, PSF
Finance Holdings, Inc., Shuttleway,
Stanklav Holdings, Inc. and Waterford
Wedgwood U.K. plc and is Deputy Chairman of
Waterford Wedgwood plc.
Michael W.J. Smurfit Dr. Smurfit, 58, has been Chairman
1989 and Chief Executive Officer of JS
Group since 1977. Dr. Smurfit has been
Chairman of the Board of the Company since
1989. He was Chief Executive Officer of
the Company prior to July 1990.
BOARD AND BOARD COMMITTEE MEETINGS,
COMMITTEE FUNCTIONS AND COMPOSITION
Each non-employee director receives as compensation for
serving on the Board of Directors, an annual fee of $35,000,
plus a fee of $2,000 for attendance at each meeting which is
in excess of four meetings per year and travel expenses in
connection with attendance at such meetings. Directors who
are employees of the Company do not receive any additional
compensation by reason of their membership on, or attendance
at meetings of the Board. In 1994, the Board of Directors
held four meetings.
The Board of Directors has appointed an Audit Committee,
a Compensation Committee and an Appointment Committee. The
number of meetings held by these committees, their functions
and the members of the Board serving on such committees are
set forth below.
<PAGE>
The Audit Committee is responsible for making
recommendations to the Board of Directors regarding the
independent auditors to be appointed for the Company, meeting
with the independent auditors, the manager of internal audit
and other corporate officers to review matters relating to
corporate financial reporting and accounting procedures and
policies, adequacy of financial, accounting and operating
controls and the scope of the audits of the independent
auditors and internal auditors and reviewing and reporting on
the results of such audits to the Board of Directors. The
members of the Audit Committee are Messrs. Kilroy, Goldberg
and Thompson. The Audit Committee held one meeting during
1994.
The Compensation Committee is responsible for reviewing
the administration of executive compensation programs and
determining the compensation of the executive officers of the
Company. The members of the Compensation Committee are
Messrs. Brennan, Goldberg and Ramsay. No formal meetings of
the Compensation Committee were held during 1994.
The Appointment Committee is responsible for approving
compensation (including fringe benefits) for those officers
of the Company whose compensation is not approved by the
Compensation Committee. The members of the Appointment
Committee are Dr. Smurfit and Messrs. Kilroy, Terrill and
Goldberg. No formal meetings of the Appointment Committee
were held in 1994.
<PAGE>
PRINCIPAL STOCKHOLDERS
Security Ownership of Certain Beneficial Owners
The table below sets forth certain information regarding
the beneficial ownership of the Common Stock by each person
who is known to the Company to be the beneficial owner of
more than 5% of the Company's voting stock as of March 1,
1995. Except as set forth below, the stockholders named
below have sole voting and investment power with respect to
all shares of Common Stock shown as being beneficially owned
by them.
<TABLE>
<CAPTION>
Amount and
Nature of Percent of
Name and Address of Beneficial Common
Beneficial Owner Ownership Stock
<S> <C> <C>
SIBV 51,638,462 46.5%
Smurfit International B.V.
Strawinskylaan 2001
Amsterdam 1077ZZ, The Netherlands
Attention: Rokin Corporate Services B.V.
MSLEF II Associated Entities <F1> 31,800,000 28.7%
c/o Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, NY 10020
Attention: Donald Patrick Brennan
Mellon Bank, N.A., as Trustee for
First Plaza Group Trust <F2> 5,000,000 4.5%
One Mellon Bank Center
Pittsburgh, PA 15258
<FN>
<F1> As previously reported in the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1994, representatives of MSLEF II have informed the
Company that they expect, subject to market and other
conditions, to dispose of MSLEF II's shares of Common
Stock through an underwritten offering, a distribution
to MSLEF II's partners, or otherwise, during 1995. No
assurances can be given whether or when disposal of any
or all of such shares will occur.
<F2> Amounts shown exclude shares of Common Stock owned by
MSLEF II, of which First Plaza Group Trust is a limited
partner. If MSLEF II were to distribute its shares of
Common Stock to its partners, First Plaza Group Trust
would receive a number of shares based on its pro rata
ownership of MSLEF II.
</FN>
</TABLE>
<PAGE>
Security Ownership of Management
The table below sets forth certain information regarding
the beneficial ownership of the Common Stock as of February
10, 1995 for (i) each of the directors and nominees for
director, (ii) each of the Named Executive Officers (as
defined below), and (iii) all directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
Shares of Common Stock
Amount and
Nature of Percent
Beneficial of Common
Beneficial Owner Ownership<F1><F2> Stock <F3>
<S> <C> <C>
Michael W.J. Smurfit<F4> 102,600 0.1%
James B. Malloy 72,400 0.1%
Howard E. Kilroy<F4> 42,300 --
James E. Terrill<F4> 18,100 --
John R. Funke 13,600 --
Richard W. Graham 9,100 --
David C. Stevens 4,600 --
Donald P. Brennan<F5> 0 --
Alan E. Goldberg<F5> 0 --
David R. Ramsay<F5> 0 --
G. Thompson Hutton 0 --
James R. Thompson 0 --
All directors and
executive officers as
a group (24 persons,
excluding Mr. Malloy)<F4><F5> 255,700 0.2%
<FN>
<F1> Shares shown as beneficially owned include the
number of shares of Common Stock that executive
officers have the right to acquire within 60 days
after February 10, 1995 pursuant to exercisable
options under the Company's 1992 Stock Option Plan.
<F2> Shares shown exclude any shares that may be held by
the Company's Savings Plan.
<F3> Based upon a total of 110,988,681 shares of Common
Stock issued and outstanding on March 1, 1995.
<F4> Excludes shares of Common Stock owned by JS Group.
JS Group, through its indirect wholly-owned
subsidiary SIBV, owns 46.5% of the Common Stock.
Dr. Smurfit, Mr. Kilroy and Mr. Terrill own 6.6%,
0.9% and less than 0.1%, respectively, of the
outstanding shares of JS Group. Dr. Smurfit and
Mr. Kilroy are officers of JS Group.
<F5> Excludes shares of Common Stock owned by MSLEF II.
</FN>
</TABLE>
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the cash and noncash
compensation for each of the last three fiscal years
awarded to or earned by the Chief Executive Officer of
the Company and the four other most highly compensated
executive officers of the Company (the "Named Executive
Officers") during 1994. The table also includes Mr.
James B. Malloy, who retired from the position of
President and Chief Executive Officer on February 1,
1994.
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
Awards Payouts All Other
Annual Compensation Securities LTIP Compen-
1997 Other Annual Underlying Payouts ation($)
Name and Principal Position Year Salary($) Bonus($) Bonus<F1> Compensation($) Options(#) ($)<F2> <F3>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James E. Terrill, President and 1994 $678,333 $251,029 $1,000,000 $224,577 319,000 $ 346,604 $ 26,235
Chief Executive Officer, 1993 440,000 0 0 17,318 0 0 19,545
formerly Executive Vice 1992 367,500 243,477 0 944 181,000 0 16,346
President-- Operations <F4>
Michael W.J. Smurfit, Chairman 1994 834,000 299,084 0 30,000 0 1,964,088 11,922
of the Board 1993 832,369 0 0 30,000 0 0 16,775
1992 793,273 526,605 0 0 1,026,000 0 15,764
Richard W. Graham, Senior Vice 1994 378,667 110,876 475,000 9,270 9,000 173,302 9,937
President 1993 337,000 0 0 5,215 0 0 10,817
1992 286,760 29,336 0 2,223 91,000 0 9,075
John R. Funke, Vice President 1994 300,000 107,584 500,000 28,599 29,000 231,069 10,779
and Chief Financial Officer 1993 300,000 0 0 13,163 0 0 10,167
1992 232,000 153,705 0 1,647 121,000 0 10,435
David C. Stevens, Vice President 1994 200,000 311,709 200,000 6,515 5,000 34,660 7,719
and General Manager -- 1993 200,000 48,954 0 1,402 0 0 7,965
Reclamation Division 1992 161,000 44,012 0 985 45,000 0 5,947
James B. Malloy, Retired, 1994 82,667 0 0 43,163 0 1,386,415 367,122
formerly President and Chief 1993 992,000 0 0 17,867 0 0 21,902
Executive Officer <F4> 1992 945,000 626,082 0 8,003 724,000 0 23,294
<FN>
<F1> Amounts awarded in 1994 pursuant to the Company's 1994 Long-Term Incentive Plan. These
awards are not due and payable until April 30, 1997 and may be subject to forfeiture
if the executive's employment is terminated, other than for death or disability, prior
to such date.
<F2> Aggregate long-term incentive payment of $7.67 million was made in 1994 prior to
consummation of the Company's initial public offering of Common Stock on May 4, 1994
(the "Equity Offerings") to a number of the Company's and its affiliates' officers,
including the Named Executive Officers and officers of JS Group and its affiliates.
These amounts represent deferred settlement of the cancellation in 1992 of the Company's
1990 Long-Term Management Incentive Plan. The amount paid to the officers of JS Group
and its affiliates (exclusive of Dr. Smurfit) was $1.69 million.
<F3> Amounts shown under "All Other Compensation" for 1994 include a $3,500 Company
contribution to the Company's Savings Plan for each Named Executive Officer (other than
Dr. Smurfit) and Company-paid split-dollar term life insurance premiums for Dr. Smurfit
($11,922) and Messrs. Terrill ($22,735), Graham ($6,437), Funke ($5,374), Stevens
($4,219) and Malloy (none). Messrs. Malloy and Funke also had reportable (above 120%
of the applicable federal long-term rate) earnings equal to $7,688 and $1,905,
respectively, credited to their accounts under the Company's Deferred Compensation
Capital Enhancement Plan. In addition, Mr. Malloy received $64,859 of unused vacation
pay and $291,075 of retirement benefits.
<F4> James B. Malloy retired, as of February 1, 1994, as President and Chief Executive
Officer, and James E. Terrill succeeded to Mr. Malloy's positions as President and Chief
Executive Officer of the Company. Previously, Mr. Terrill was Executive Vice
President--Operations.
</FN>
</TABLE>
<PAGE>
1992 STOCK OPTION PLAN
The Company's 1992 Stock Option Plan, as amended (the
"Plan") became effective on August 26, 1992 and will continue
in effect until the later of August 26, 2004 and the
expiration of all outstanding options granted thereunder
unless terminated sooner by the Company's Board of Directors
(the "Board"); no options may be granted under the Plan after
August 25, 2004 or such earlier date determined by the Board.
The purpose of the Plan is to advance the interests of the
Company, its subsidiaries and affiliates and their
prospective stockholders by providing certain eligible
employees of the Company, its subsidiaries and affiliates
with an opportunity to acquire a proprietary interest in the
Company. Each salaried employee is eligible to be an
optionee, provided he/she is approved by the Board of
Directors. In 1994, the Company awarded 640,250 stock
options, including 448,000 to all executive officers as a
group (12 persons), none to directors (with the exception of
Mr. Terrill) and 192,250 to employees other than executive
officers, at an exercise or base price of $12.50 with an
expiration date of February 14, 2006. As of December 31,
1994, there were 351 participants in the Plan.
The Plan provides for the granting of nonstatutory stock
options, which are options that do not qualify as incentive
stock options within the meaning of the Internal Revenue Code
of 1986, as amended (the "Code").
The Plan is administered by a committee of the Board (the
"Option Plan Committee") consisting solely of two or more
directors of the Company who are "disinterested" within the
meaning of Rule 16b-3 ("Rule 16b-3") promulgated under
Section 16 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Members of the Option Plan Committee
do not receive any remuneration from the Plan and
serve at the discretion of the Board.
The number of shares reserved for issuance under the Plan
is 8,050,000, subject to adjustment upon changes in
capitalization. Shares may be treasury shares or authorized
but unissued shares.
Under the Plan, the Named Executive Officers and certain
other eligible employees have been granted options to
purchase shares of Common Stock of the Company. Options may
not be exercised unless they are both "exercisable" and
"vested". The vesting schedule varies according to the
schedule set forth in each Option Agreement and provides for
vesting over a period of time. The options which have been
granted to date generally become fully vested four years from
the date of grant. Options vest in their entirety upon the
death, disability or retirement, as defined in the Plan, of
the optionee. Non-vested options are forfeited upon any
other termination of employment. The Option Plan Committee,
with the consent of the Board, may accelerate the vesting of
options at such times and under such circumstances as it
deems appropriate.
<PAGE>
Exercisability is determined in accordance with the
following rules. Upon the earliest to occur of (i) MSLEF
II's transfer of all its Common Stock or, if MSLEF II
distributes its Common Stock to its partners pursuant to its
dissolution, the transfer by such partners of at least 50% of
the aggregate Common Stock received from MSLEF II pursuant to
its dissolution, (ii) the 11th anniversary of the grant date
of the options, and (iii) a public offering of Common Stock
by MSLEF II (a "MSLEF II Public Offering") (each, a "Trigger
Date"), all vested options shall become exercisable and all
options which vest subsequently shall become exercisable upon
vesting; provided, however, that if a public offering occurs
prior to the Threshold Date (defined below) all vested
options and all options which vest subsequent to the public
offering but prior to the Threshold Date shall be exercisable
in an amount (as of periodic determination dates) equal to
the product of (a) the number of shares of Common Stock
vested pursuant to the option (whether previously exercised
or not) and (b) the Morgan Percentage (as defined below) as
of such date; provided further that, in any event, (i) ten
percent of stock options granted prior to 1993 became
exercisable on January 1, 1995, and (ii) a holder's options
shall become exercisable from time to time in an amount equal
to the percentage that the number of shares sold or
distributed to its partners by MSLEF II represents of its
aggregate ownership of shares on May 11, 1994 (with vested
options becoming exercisable up to such number before any
non-vested options become so exercisable) less the number of
options, if any, which became exercisable on January 1, 1995.
The Threshold Date is the earlier of (x) the date the members
of the MSLEF II Group (as defined in the Option Plan) shall
have received collectively $200,000,000 in cash and/or other
property as a return of their investment in the Company (as
a result of sales of shares of the Company's common equity)
and (y) the date that the members of the MSLEF II Group shall
have transferred an aggregate of at least 30% of the
Company's common equity owned by the MSLEF II Group as of
August 26, 1992. The Morgan Percentage as of any date is the
percentage determined from the quotient of (a) the number of
shares of the Company's common equity held as of August 26,
1992, that were transferred by the MSLEF II Group as of the
determination date and (b) the number of shares of the
Company's common equity outstanding as of such date.
The purchase price of the stock purchased pursuant to the
exercise of an option is $10 per share for options granted as
of August 26, 1992 and $12.50 per share for options granted
as of February 15, 1994; and for all other options, such
price must be the fair market value of the stock on the day
the option is granted. The option price may be adjusted in
accordance with the antidilution provisions of the Plan.
Upon the exercise of any option, the purchase price must be
fully paid in cash or its equivalent or with already owned
shares or shares otherwise issuable upon exercise.
<PAGE>
Certain Federal Income Tax Effects--The following
discussion of certain federal income tax effects applicable
to options granted under the Plan is a summary only, and
reference is made to the Code, the regulations and rulings
issued thereunder and judicial decisions relating thereto for
a complete statement of all relevant federal tax provisions.
An employee generally will not be taxed upon the grant of
an option. Rather, at the time of exercise of such option
the employee will recognize ordinary income for federal
income tax purposes in an amount equal to the excess of the
fair market value of the shares purchased over the option
price. The Company, or its affiliates and subsidiaries, as
the case may be, will generally be entitled to a tax
deduction at such time and in the same amount that the
employee recognizes ordinary income. Different rules may
apply in the case of an employee who is subject to the
reporting requirements of Section 16(a) of the Exchange Act.
If shares acquired upon exercise of an option are later
sold or exchanged, then the difference between the sales
price and the fair market value of such shares on the date
that ordinary income was recognized with respect thereto will
generally be taxable as long-term or short-term capital gain
or loss (if the shares are a capital asset of the employee)
depending upon whether the shares have been held for more
than one year after such date.
According to a published ruling of the Internal Revenue
Service, an employee who pays the option price upon exercise
of a nonqualified stock option, in whole or in part, by
delivering shares already owned by him will recognize no gain
or loss for federal income tax purposes on the shares
surrendered, but otherwise will be taxed according to the
rules described above. With respect to shares acquired upon
exercise that are equal in number to the shares surrendered,
the basis of such shares will be equal to the basis of the
shares surrendered, and the holding period of shares acquired
will include the holding period of the shares surrendered.
The basis of additional shares received upon exercise will be
equal to the fair market value of such shares on the date
that governs the determination of the employee's ordinary
income, and the holding period for such additional shares
will commence on such date.
<PAGE>
Option Grants in Last Fiscal Year -- The following table
provides information concerning stock options granted to the
Named Executive Officers effective as of February 15, 1994.
<TABLE>
OPTION GRANTS IN 1994
<CAPTION>
Potential Realizable Value
Number of Sec- % of Total at Annual Rates of
urities Under- Options Granted Exercise or Stock Price Appreciation
lying Options to employees Base Price Expiration for Option Term<F2>
Name Granted in Fiscal Year ($ Per Share)<F1> Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
James E. Terrill 319,000 49.9% $12.50 2/14/2006 $3,173,477 $8,526,983
Michael W.J. Smurfit 0 N/A N/A N/A N/A N/A
Richard W. Graham 9,000 1.4% 12.50 2/14/2006 89,534 240,573
John R. Funke 29,000 4.5% 12.50 2/14/2006 288,498 775,180
David C. Stevens 5,000 0.8% 12.50 2/14/2006 49,741 133,652
James B. Malloy 0 N/A N/A N/A N/A N/A
<FN>
<F1> The 1994 options were granted on February 15, 1994 and the
exercise price was set prior to the Company's initial public
offering on May 4, 1994.
<F2> The dollar amounts under these columns are the result of
calculations at 5% and 10% rates, as set by the Securities and
Exchange Commission's executive compensation disclosure rules.
Actual gains, if any, on stock option exercises depend on
future performance of the Common Stock and overall stock
market conditions. No assurance can be made that the amounts
reflected in these columns will be achieved.
<F3> On February 9, 1995, 91,750 options were granted to 37
individuals, including 10,000 to Mr. Graham, at an exercise
price of $17.625 per share.
</FN>
</TABLE>
<PAGE>
Option Exercises and Year-End Value Table -- The following table summarizes
the exercise of options and the value of options held by the Named Executive
Officers as of the end of 1994.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUE
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Shares Unexercised Options In-the-Money Options
Acquired on Value at January 1, 1995 (#)<F1> at January 1, 1995($)<F2>
Name Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>
James E. Terrill 0 N/A 18,100 / 481,900 $126,700 /$2,575,800
Michael W.J. Smurfit 0 N/A 102,600 / 923,400 718,200 / 6,463,800
Richard W. Graham 0 N/A 9,100 / 90,900 63,700 / 613,800
John R. Funke 0 N/A 12,100 / 137,900 84,700 / 892,800
David C. Stevens 0 N/A 4,500 / 45,500 31,500 / 306,000
James B. Malloy 0 N/A 72,400 / 651,600 506,800 / 4,561,200
<FN>
<F1> No stock appreciation rights have been granted to any Named Executive Officers. Ten percent of the
outstanding options granted prior to 1993 became exercisable on January 1, 1995. None were exercisable
on December 31, 1994.
<F2> Value is the difference between the market value of the Common Stock on the date of exercise or December
31, 1994 and the exercise price. The market price at December 31, 1994 was $17.00 per share.
</FN>
</TABLE>
<PAGE>
PENSION PLANS
Salaried Employees' Pension Plan and Supplemental Income Pension Plans
The Company and its subsidiaries maintain a non-contributory pension
plan for salaried employees (the "Pension Plan") and two non-contributory
supplemental income pension plans (the "SIP I" and "SIP II", together,
the "SIP Plans") for certain key executive officers, under which benefits
are determined by final average earnings and years of credited service
and are offset by a certain portion of social security benefits. For
purposes of the Pension Plan, final average earnings equals the average
of the highest five consecutive years of the participants' last 10 years
of service, including overtime and certain bonuses, but excluding bonus
payments under the Management Incentive Plan, deferred or acquisition
bonuses, fringe benefits and certain other compensation. For purposes
of each SIP, final average earnings equals the participant's average
earnings, including bonus payments made under the Management Incentive
Plan, for the five consecutive highest-paid calendar years out of the
last 10 years of service. SIP I recognizes up to 20 years of credited
service and SIP II recognizes up to 22.5 years of credited service.
The pension benefits for the Named Executive Officers can be
calculated pursuant to the following table, which shows the total
estimated single life annuity payments that would be payable to the Named
Executive Officers participating in the Pension Plan and one of the SIP
Plans after various years of service at selected compensation levels.
Payments under the SIP Plans are an unsecured liability of the Company.
<PAGE>
<TABLE>
<CAPTION>
SIP I Participants
Annual Benefits (Single Life Annuity)
Upon Final Retirement with Final
Final Years of Service Indicated
Average (Prior to Adjustment for Social Security)
Earnings 5 years 10 years 15 years 20 years
<C> <C> <C> <C> <C>
$ 200,000 . . . . . . . . . . . $ 25,000 $ 50,000 $ 75,000 $ 100,000
400,000 . . . . . . . . . . . 50,000 100,000 150,000 200,000
600,000 . . . . . . . . . . . 75,000 150,000 225,000 300,000
800,000 . . . . . . . . . . . 100,000 200,000 300,000 400,000
1,000,000 . . . . . . . . . . . 125,000 250,000 375,000 500,000
1,200,000 . . . . . . . . . . . 150,000 300,000 450,000 600,000
1,400,000 . . . . . . . . . . . 175,000 350,000 525,000 700,000
1,600,000 . . . . . . . . . . . 200,000 400,000 600,000 800,000
1,800,000 . . . . . . . . . . . 225,000 450,000 675,000 900,000
2,000,000 . . . . . . . . . . . 250,000 500,000 750,000 1,000,000
</TABLE>
<TABLE>
<CAPTION>
SIP II Participants
Annual Benefits (Single Life Annuity)
Upon Final Retirement with Final
Final Years of Service Indicated
Average (Prior to Adjustment for Social Security)
Earnings 5 years 10 years 15 years 20 years 22.5 years
<C> <C> <C> <C> <C> <C>
$ 200,000 . . . . . . $ 20,000 $ 40,000 $ 60,000 $ 80,000 $ 90,000
400,000 . . . . . . 40,000 80,000 120,000 160,000 180,000
600,000 . . . . . . 60,000 120,000 180,000 240,000 270,000
800,000 . . . . . . 80,000 160,000 240,000 320,000 360,000
1,000,000 . . . . . . 100,000 200,000 300,000 400,000 450,000
1,200,000 . . . . . . 120,000 240,000 360,000 480,000 540,000
1,400,000 . . . . . . 140,000 280,000 420,000 560,000 630,000
1,600,000 . . . . . . 160,000 320,000 480,000 640,000 720,000
1,800,000 . . . . . . 180,000 360,000 540,000 720,000 810,000
2,000,000 . . . . . . 200,000 400,000 600,000 800,000 900,000
</TABLE>
Dr. Smurfit and Mr. Malloy participate in SIP Plan I and
have 39 and 15 years of credited service, respectively. SIP
Plan II became effective January 1, 1993, and Messrs.
Terrill, Graham, Funke and Stevens participate in such plan
and have 23, 36, 18 and 7 years of credited service,
respectively. Current average earnings for each of
the Named Executive Officers are as follows: Dr. Smurfit
($1,069,000); Mr. Terrill ($516,000); Mr. Graham ($340,000);
Mr. Funke ($322,000); and Mr. Stevens ($199,000). Mr. Malloy
received approximately $208,000 of SIP Plan I payments in
1994.
<PAGE>
EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE AND CHANGE OF
CONTROL ARRANGEMENTS
Mr. Malloy has a deferred compensation agreement with a
subsidiary of the Company, pursuant to which he became
entitled upon his retirement to lifetime payments of $70,000
annually in addition to his accrued benefits under SIP Plan
I.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
Prior to the Equity Offerings, the Company did not
maintain a formal compensation committee. Dr. Smurfit, Mr.
Malloy and Mr. Kilroy, executive officers of the Company at
the beginning of 1994, participated in deliberations of the
Board of Directors on executive compensation matters for
1994.
Dr. Smurfit and Mr. Kilroy are both directors and
executive officers of JS Group and the Company, and Mr.
Malloy is a director of JS Group and a former director and
executive officer of the Company.
REPORT OF THE COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") was
established in connection with the Equity Offerings in 1994.
The Committee consists of three members of the Company's
Board of Directors who are not employees of the Company and
who have no interlocking relationships requiring disclosure.
The Committee oversees the administration of executive
compensation programs and determines the compensation of the
executive officers, including the Named Executive Officers.
The goals of the Company's executive compensation program
are as follows: to attract, retain and motivate qualified
executives with outstanding abilities; to tie a significant
portion of the overall compensation of executive officers to
the Company's profitability; and to seek to enhance the
Company's profitability by aligning the interests of
executive officers with those of the Company's stockholders.
In determining base salaries for each of the Named
Executive Officers, as well as other executive officers,
consideration is given to national and local salary surveys
and the results of an informal, internal review of salaries
paid to officers with comparable qualifications, experience
and responsibilities at other companies of similar size. As
part of the cost reduction initiatives implemented by the
Company in 1993, salaries were frozen at 1993 levels for
1994.
<PAGE>
The Company's executive officers, as well as other key
employees of the Company, participate in an annual management
incentive plan (the "MIP"), with awards based upon the
attainment of pre-established individual goals and profit
targets for the Company.
Each fiscal year the Committee considers the desirability
of granting awards under the Company's 1992 Stock Option Plan
to executive officers, including the Named Executive
Officers. In determining the amount and nature of awards
under the Plan to executive officers other than the Chief
Executive Officer, an initial recommendation is made by the
Option Plan Committee, taking into account the respective
scope of accountability, strategic and operational goals, and
anticipated performance requirements and contributions of
each executive officer. The stock options awarded to the
Chief Executive Officer are established separately and are
described below under CEO Compensation. The Committee
believes that past grants of stock options have successfully
focused the Company's senior management on building
profitability and shareholder value.
Beginning with 1994, Section 162(m) of the Code ("Section
162(m)") generally limits to $1,000,000 per person a publicly
held corporation's federal income tax deduction for
compensation paid in any year to its Chief Executive Officer
and each of its four other highest paid executive officers to
the extent such compensation is not "performance based"
within the meaning of Section 162(m). Section 162(m) does
not apply to the Company for either of its 1994 or 1995 tax
years because the Company is not "publicly held" as defined
for this purpose in the Code. The Company has historically
set compensation and bonuses based upon performance, and the
Company intends to continue this practice. At such time as
Section 162(m) becomes applicable to the Company, the
Committee will, in general, seek to qualify compensation paid
to its executive officers for deductibility under Section
162(m) although the Committee believes it is appropriate to
retain the flexibility to authorize payments of compensation
that may not qualify for deductibility if, in the Committee's
judgment, it is in the Company's best interest to do so.
CEO Compensation
Mr. Terrill's salary as the new Chief Executive Officer
was set by Dr. Smurfit, in consultation with representatives
of the major stockholders. Mr. Terrill's salary was based on
an informal review of salaries paid to officers with
comparable qualifications, experience and responsibilities at
other companies of similar size. Based on this assessment,
the Chief Executive Officer was awarded a base salary for
1994 of $700,000, effective February 1, 1994. Pursuant to
the terms of the MIP, he received a performance based
incentive award of $251,029 for 1994. The Chief Executive
Officer was also awarded stock options covering an aggregate
of 319,000 shares of the Company's common stock in February
1994 in recognition of his new position. The award was based
on the Board's evaluation of the Chief Executive Officer's
past and expected contributions toward the achievement of the
Company's long-term strategic initiatives, including the
positive results realized by the Company from the significant
restructuring completed and cost savings measures instituted
in 1993.
<PAGE>
Commencing on the date of the Equity Offerings, the
Committee undertook the responsibility for reviewing the
salary level and the overall compensation of the Chief
Executive Officer based upon a periodic review of peer group
companies, the performance of the Company in relation to its
peers and the performance of the individual. The evaluation
recognizes the major role of the Chief Executive Officer in
strategic initiatives to be accomplished by the Company,
including cost savings measures instituted under the tenure
of the Chief Executive Officer; growth in the market price
for the Company's securities; and favorable corporate
developments for increased sales volume.
Submitted by the Compensation Committee of the Company's
Board of Directors.
D.P. Brennan
A.E. Goldberg
D.R. Ramsay
<PAGE>
Stock Performance Graph
The graph below compares the cumulative total stockholder
return on the Common Stock, the S&P 500 Index and an index of
a Peer Group of paper companies, for the period from May 4,
1994, the date on which the Common Stock commenced trading on
the Nasdaq Stock Market, until December 31, 1994. The graph
assumes the value of the investment in the Common Stock and
each index was $100.00 at May 4, 1994 and that all dividends
were reinvested.
The Peer Group index comprises the following 10 medium to
large sized companies whose primary business is the
manufacture and sale of paper products: Caraustar
Industries, Inc., Chesapeake Corporation, Federal Paper Board
Company, Inc., Gaylord Container Corporation, Rock-Tenn
Company, Sonoco Products Company, Stone Container
Corporation, Temple-Inland Inc., Union Camp Corporation and
Willamette Industries, Inc.
Cumulative Total Return
(from May 4, 1994 to December 31, 1994)
[PERFORMANCE GRAPH]
Data points for the Performance Graph are as follows:
5-4-94 6-30-94 9-30-94 12-31-94
Jefferson Smurfit Corporation $100.00 $124.04 $154.32 $130.77
S&P 500 Index 100.00 100.99 105.93 105.91
Peer Group 100.00 102.36 122.31 113.77
<PAGE>
CERTAIN TRANSACTIONS
In connection with the Company's recapitalization plan
implemented in May 1994, the Company issued 19.25 million
shares of Common Stock at an initial public offering price of
$13.00 per share and Jefferson Smurfit Corporation (U.S.),
the Company's indirect wholly-owned subsidiary ("JSC
(U.S.)"), issued and sold $400 million of senior notes (the
"Debt Offerings"). In its capacity as underwriter of the
Equity Offerings and Debt Offerings, MS&Co. received net
discounts and commissions of $5.5 million and $10.0 million,
respectively, in 1994. The Company paid $.5 million to SIBV
for legal fees incurred by SIBV in connection with the
recapitalization of the Company in 1994.
In connection with its issuance in 1993 of $500 million
unsecured 9.75% Senior Notes, JSC (U.S.) entered into an
agreement with SIBV whereby SIBV committed to purchase up to
$200 million aggregate principal amount of 11 1/2% Junior
Subordinated Notes maturing 2005 (the "Notes") to be issued
by JSC (U.S.). Proceeds of the Notes were to be used to
repurchase or otherwise retire subordinated debt of JSC
(U.S.). The agreement was terminated upon the consummation
of the Equity Offerings. In accordance with the agreement,
the Company paid $.4 million to SIBV for letter of credit
fees incurred by SIBV in connection with this commitment,
$1.0 million for annual commitment fees of 1.375% on the
undrawn principal amount and $.9 million for certain costs of
SIBV associated with such commitments and the termination
thereof.
Net sales by the Company to JS Group, its subsidiaries and
affiliates were $36.5 million for the year ended December 31,
1994. Net sales by JS Group, its subsidiaries and affiliates
to the Company were $71.0 million for the year ended December
31, 1994. Product sales to and purchases from JS Group, its
subsidiaries and affiliates were consummated on terms
generally similar to those prevailing with unrelated parties.
The Company provides certain subsidiaries and affiliates
of JS Group with general management and elective management
services under separate management services agreements. The
services provided include, but are not limited to, management
information services, accounting, tax and internal auditing
services, financial management and treasury services,
manufacturing and engineering services, research and
development services, employee benefit plan and management
services, purchasing services, transportation services and
marketing services. In consideration of general management
services, the Company is paid a negotiated fee, which amounted
to $1.5 million for 1994. In consideration for elective
services provided in 1994, the Company received
reimbursements of approximately $2.8 million in 1994. In
addition, the Company paid JS Group and its affiliates $.6
million in 1994 for management services and certain other
services.
<PAGE>
In October 1991, an affiliate of JS Group completed a
rebuild of the No. 2 paperboard machine owned by it, located
in JSC (U.S.)'s Fernandina Beach, Florida paperboard mill
(the "Fernandina Mill"). Pursuant to the Fernandina
Operating Agreement, JSC (U.S.) operates and manages the
machine, which is owned by a subsidiary of SIBV. As
compensation to JSC (U.S.) for its services, the affiliate of
JS Group agreed to reimburse JSC (U.S.) for production and
manufacturing costs directly attributable to the No. 2
paperboard machine and to pay JSC (U.S.) a portion of the
indirect manufacturing, selling and administrative costs
incurred by JSC (U.S.) for the entire Fernandina Mill. The
compensation is determined by applying various formulas and
agreed upon amounts to the subject costs. The amounts
reimbursed to JSC (U.S.) totaled $54.0 million in 1994.
The Registration Rights Agreement
Pursuant to the Registration Rights Agreement, dated as
of May 3, 1994, among MSLEF II, SIBV, the Company and certain
other parties (the "Registration Rights Agreement"), each of
MSLEF II and SIBV have certain rights, upon giving a notice
as provided in the Registration Rights Agreement, to cause
the Company to use its best efforts to register under the
Securities Act of 1933 the shares of Common Stock owned by
MSLEF II (including its partners) and certain other entities
(including their affiliates) and certain shares of Common
Stock owned by SIBV and its affiliates. Under the terms of
the Registration Rights Agreement, the Company may not effect
a common stock registration for its own account until the
earlier of (i) such time as MSLEF II shall have effected two
demand registrations and (ii) July 31, 1996. The
Registration Rights Agreement contains customary terms and
provisions with respect to, among other things, registration
procedures and certain rights to indemnification and
contribution granted by parties thereunder in connection with
the registration of Common Stock subject to such agreement.
The Stockholders Agreement
Pursuant to the Stockholders Agreement, dated as of May
3, 1994, among MSLEF II, SIBV, the Company and certain other
parties, SIBV and the MS Holders (as defined in the
Stockholders Agreement) shall vote their shares of Common
Stock subject to the Stockholders Agreement to elect as
directors of the Company a certain number of individuals
selected by SIBV and a certain number of individuals selected
by MSLEF II, with such numbers varying depending on the
amount of Common Stock collectively owned by the MS Holders,
the amount of Common Stock owned by SIBV and the magnitude of
the Initial Return (as defined in the Stockholders Agreement)
received by the MS Holders on their investment of Common
Stock. Currently, the Company's Board of Directors consists
of four directors selected by MSLEF II (one of whom is not
affiliated with MSLEF II or the Company) and four directors
selected by SIBV (one of whom is not affiliated with SIBV or
the Company). Pursuant to the Stockholders Agreement, SIBV
and MSLEF II have agreed to ensure the Board of Directors
will consist of only eight directors (unless they otherwise
agree). Depending on the amount of Common Stock collectively
owned by the MS Holders and the magnitude of the Initial
Return received by the MS Holders on their investment of
Common Stock, approval of certain specified actions of the
Board shall require certain approval as specified in the
Stockholders Agreement.
<PAGE>
PROPOSAL 2 - RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
Upon the recommendation of the Company's Audit Committee,
Ernst & Young LLP, independent auditors of the Company since
July 1982, have been appointed by the Board of Directors of
the Company as independent auditors for the Company for the
fiscal year ending December 31, 1995. This selection is
being presented to the stockholders for ratification. The
Board of Directors of the Company recommends a vote FOR
ratification. The persons named on the enclosed proxy card
intend to vote the proxies solicited hereby FOR ratification
unless specifically directed otherwise on such proxy card.
Representatives of Ernst & Young LLP are expected to be
present at the Annual Meeting with the opportunity to make a
statement if they desire to do so and such representatives
are expected to be available to respond to appropriate
questions.
OTHER MATTERS
Management does not know of any other business which may
be considered at the Annual Meeting. However, if any
matters other than those referred to above should properly
come before the Annual Meeting, it is the intention of the
persons named in the accompanying form of proxy to vote the
proxies held by them in accordance with their best judgment.
The entire expense associated with preparing, assembling
and mailing this Proxy Statement and with the solicitation of
proxies by the Board of Directors of the Company will be
borne by the Company. In addition to solicitation of proxies
by mail, the directors, officers and employees of the Company
may solicit proxies for use at the Annual Meeting by personal
interview, by telephone or by telegraph. Directors, officers
and other employees of the Company will receive no additional
compensation for soliciting such proxies for use at the
Annual Meeting. It is anticipated that the telephone and
telegraph charges so incurred will be minimal.
<PAGE>
STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING OF
STOCKHOLDERS
Stockholder proposals submitted for inclusion in the proxy
statement for the 1996 Annual Meeting of Stockholders must be
received at the corporate offices of the Company, addressed
to the attention of Mr. Michael E. Tierney, Secretary,
Jefferson Smurfit Corporation, 8182 Maryland Avenue, St.
Louis, Missouri 63105 no later than November 22, 1995.
BY ORDER OF THE BOARD OF DIRECTORS
MICHAEL E. TIERNEY
Secretary
March 21, 1995
<PAGE>
FRONT
COMMON STOCKHOLDERS
PROXY JEFFERSON SMURFIT CORPORATION
Annual Meeting April 25, 1995
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned stockholder of Jefferson Smurfit Corporation,
a Delaware corporation, appoints JAMES E. TERRILL, JOHN R. FUNKE
and MICHAEL E. TIERNEY, or either of them, with full power to act
alone, the true and lawful attorneys-in-fact of the undersigned,
with full power of substitution and revocation, to vote all shares
of stock of said Company which the undersigned is entitled to vote
at the Annual Meeting of its stockholders to be held at the
Stouffer Renaissance St. Louis Hotel, 9801 Natural Bridge Road, St.
Louis, Missouri, 63134 , on April 25, 1995 at 1:00 p.m. and at any
adjournment thereof, with all powers the undersigned would possess
if personally present, as follows:
1. Election of Directors:
FOR all nominees listed below WITHOLD AUTHORITY to vote
(except as marked to the for all nominees listed
contrary below) [ ] below. [ ]
James E. Terrill, David R. Ramsay and G. Thompson Hutton
INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the line below.
2. Ratification of the appointment of Ernst & Young LLP as
independent auditors for the Company for 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. On any other matter that may be submitted to a vote of
stockholders.
(YOU ARE REQUESTED TO COMPLETE, SIGN AND RETURN THIS PROXY PROMPTLY)
<PAGE>
BACK
This proxy will be voted "FOR" items 1 and 2 if no instruction to
the contrary is indicated. If any other business is presented at
the meeting, this proxy will be voted in accordance with the
recommendation of Management. Please date, sign and mail this
proxy in the enclosed envelope. No postage is required.
Dated________________________________, 1995
______________________________________
______________________________________
Please sign name or names exactly as appearing
on this proxy. If signing as a representative,
please include capacity.
