================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 18, 1998
SMURFIT-STONE CONTAINER CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-23876 43-1531401
- ------------------------------ ----------------------- --------------------
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
Jefferson Smurfit Centre
8182 Maryland Avenue
St. Louis, Missouri 63105
- ---------------------------------------------------- ---------------------
(Address of Principal Executive Offices) (Zip Code)
(314) 746-1100
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
- --------------------------------------------------------------------------------
================================================================================
ITEM 5. Other Events.
On November 17, 1998, Smurfit-Stone Container Corporation (formerly named
Jefferson Smurfit Corporation), a Delaware corporation (the "Company"), and
Stone Container Corporation, a Delaware corporation ("Stone"), issued a joint
press release stating that the stockholders of each company approved the merger
(the "Merger") of JSC Acquisition Corporation, a Delaware corporation and a
wholly-owned subsidiary of the Company, with and into Stone.
On November 18, 1998, the Company and Stone issued a joint press release
announcing the completion of the Merger.
Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2
and are incorporated by reference herein.
ITEM 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Exhibit 99.1 Press Release dated November 17, 1998.
Exhibit 99.2 Press Release dated November 18, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SMURFIT-STONE CONTAINER
CORPORATION
Dated: November 18, 1998 By: /s/ Paul K. Kaufman
-------------------
Name: Paul K. Kaufman
Title: Vice President and Controller
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
--------------- --------------- ----------
99.1 Press Release dated November 17, 1998.
99.2 Press Release dated November 18, 1998.
EXHIBIT 99.1
[LOGO]
For Immediate Release JJSC Contact:
Timothy McKenna
314/746-1254
STO Contact:
Bruce Byots
312/580-4663
STOCKHOLDERS OF JEFFERSON SMURFIT CORPORATION
AND STONE CONTAINER CORPORATION APPROVE MERGER
CLAYTON, Mo., and CHICAGO, November 17, 1998 -- Jefferson Smurfit
Corporation (Nasdaq: JJSC) and Stone Container Corporation (NYSE: STO) announced
that, in separate shareholder meetings held earlier today, stockholders of
Jefferson Smurfit and Stone Container approved the proposed merger between a
wholly owned subsidiary of Jefferson Smurfit and Stone Container. The
transaction was approved by holders of approximately 95 percent of Jefferson
Smurfit common stock, which represents 99.5 percent of the shares voted, and
approximately 85 percent of Stone Container common stock, which represents 99.5
percent of the shares voted.
A favorable vote of two-thirds of the outstanding shares of each
company's common stock was required to approve the merger. The meetings were
conducted at the Renaissance Hotel in St. Louis and the Mid-America Club in
Chicago, respectively.
In a separate vote, stockholders of each corporation also voted to
approve the adoption of the long-term incentive plan for the merged company.
Jefferson Smurfit and Stone Container anticipate that the merger will
be completed tomorrow, November 18. The companies previously announced that they
have received all regulatory approvals necessary to complete the transaction.
The combined company will be called Smurfit-Stone Container Corporation and will
be listed on Nasdaq under the symbol SSCC. Smurfit-Stone Container Corporation
will be the industry's leading manufacturer of paperboard and paper-based
packaging products.
Headquartered in Clayton, Missouri, Jefferson Smurfit Corporation is a
focused, integrated producer of paper, paperboard and packaging. It is the
industry's largest manufacturer of folding cartons, a leader in corrugated
containers, industrial and consumer packaging and the largest collector,
marketer and exporter of recovered fiber. The company operates more than 150
mills and converting facilities and employs nearly 16,000 people.
Stone Container Corporation is a leading producer of unbleached paper
and packaging. Its product lines include containerboard, corrugated containers,
kraft paper, and paper bags and sacks. Headquartered in Chicago, the company has
218 manufacturing facilities in North America, Europe, Central and South
America, Australia and Asia, and employs more than 20,000 people.
# # #
This document contains certain forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, about
Jefferson Smurfit Corporation, Stone Container Corporation and the combined
company. Although the companies believe that, in making any such statements,
their 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 Jefferson Smurfit Corporation, Stone Container Corporation or the
combined company or their respective managements 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 Jefferson Smurfit Corporation, Stone
Container Corporation or the combined company include: the impact of general
economic conditions in the U.S. and Canada and in other countries in which the
companies and their 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 other corporate transactions; and obtaining required
approvals, if any, of debt holders. The actual results, performance or
achievement by Jefferson Smurfit Corporation, Stone Container Corporation or the
combined company 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 Jefferson Smurfit Corporation,
Stone Container Corporation or the combined company.
EXHIBIT 99.2
[LOGO]
For Immediate Release JJSC Contact:
Timothy McKenna
314/746-1254
STO Contact:
Bruce Byots
312/580-4663
JEFFERSON SMURFIT CORPORATION AND STONE CONTAINER CORPORATION CLOSE MERGER
TO FORM SMURFIT-STONE CONTAINER CORPORATION
CHICAGO, November 18, 1998 -- Jefferson Smurfit Corporation (Nasdaq:
JJSC) and Stone Container Corporation (NYSE: STO) announced today the
consummation of the merger between a wholly owned subsidiary of Jefferson
Smurfit and Stone Container. The transaction was approved yesterday at the
special meetings of the Jefferson Smurfit stockholders and the Stone Container
stockholders. The combined company will be called Smurfit-Stone Container
Corporation and will be listed on Nasdaq beginning November 19 under the symbol
SSCC.
A notice of the merger, as well as letter of transmittal to be used by
the holders of Stone Container common stock in exchanging their shares of Stone
Container common stock for the shares of Jefferson Smurfit, will be mailed
promptly by ChaseMellon Shareholder Services, L.L.C., the exchange agent for the
merger.
"This merger will create the industry's premier paper-based packaging
company with high-quality products and an enhanced competitive position," said
Roger Stone, president and chief executive officer of Smurfit-Stone. "Our
transaction will serve as a catalyst to further focus the product strategy of
the merged entity. This tighter focus will increase Smurfit-Stone's competitive
edge in paper-based packaging."
Stone Container also announced today that, as a result of the merger,
Stone Container has requested the New York Stock Exchange, Inc. to delist Stone
Container's common stock from the New York Stock Exchange and is de-registering
its common stock under the federal securities laws.
In connection with the merger closing, a subsidiary of Jefferson
Smurfit Group plc of Dublin, Jefferson Smurfit Corporation's largest
shareholder, purchased 20 million shares of JJSC's stock from The Morgan Stanley
Leveraged Equity Fund II, L.P. (MSLEF) and certain other investors. Jefferson
Smurfit Group now owns approximately 33 percent of the primary shares of
Smurfit-Stone. MSLEF and certain other investors now own approximately nine
percent and the remaining approximately 58 percent will be publicly traded.
Smurfit-Stone will be a Nasdaq 100 company.
Also, as previously announced, Smurfit-Stone in a separate transaction
purchased a linerboard machine located at its Fernandina Beach, Florida,
containerboard mill. Jefferson Smurfit Corporation previously managed and
operated the machine on behalf of Jefferson Smurfit Group.
Smurfit-Stone Container Corporation is the industry's leading
integrated manufacturer of paperboard and paper-based packaging. Headquartered
in Chicago, the company manufactures containerboard, corrugated containers,
folding cartons, multiwall and retail bags and kraft paper, and is the largest
collector and recycler of recovered fiber. The company operates more than 350
facilities in 18 countries, and employs more than 35,000 people.
# # #
This document contains certain forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, about
Jefferson Smurfit Corporation, Stone Container Corporation and the combined
company. Although the companies believe that, in making any such statements,
their 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 Jefferson Smurfit Corporation, Stone Container Corporation or the
combined company or their respective managements 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 Jefferson Smurfit Corporation, Stone
Container Corporation or the combined company include: the impact of general
economic conditions in the U.S. and Canada and in other countries in which the
companies and their 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 other corporate transactions; and obtaining required
approvals, if any, of debt holders. The actual results, performance or
achievement by Jefferson Smurfit Corporation, Stone Container Corporation or the
combined company 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 Jefferson Smurfit Corporation,
Stone Container Corporation or the combined company.
