Registration No. 333-47143
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Jefferson Smurfit Corporation
(Exact name of registrant as specified in its charter)
Delaware 43-1531401
(State or other jurisdiction of I.R.S. Employer Identification No.)
incorporation or organization)
8182 Maryland Avenue
St. Louis, Missouri 63105
(Address of principal executive offices) (zip code)
Jefferson Smurfit Corporation (U.S.) Management Incentive Plan
(Full title of the plan)
Patrick J. Moore
Vice President and Chief Financial Officer
Jefferson Smurfit Corporation
8182 Maryland Avenue
St. Louis, Missouri 63105
(Name and address of agent for service)
(314) 746-1100
(Telephone number, including area code, of agent for service)
__________________
Amending an Exhibit
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PART II
Item 8. Exhibits.
Exhibit No. Description
5.1 Opinion of Michael E. Tierney, Esq. (filed herewith).
23.1 Consent of Michael E. Tierney, Esq. (included in Exhibit 5.1).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Post-
Effective Amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of St. Louis,
Missouri on the 26th day of March, 1998.
Jefferson Smurfit Corporation
By: /s/ Patrick J. Moore
Patrick J. Moore
Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
Michael W. Smurfit* Chairman of the Board and
Director
Richard W. Graham* President, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ Patrick J. Moore
Patrick J. Moore Vice President and March 26, 1998
Chief Financial
Officer (Principal Accounting
Officer)
Leigh J. Abramson* Director
Alan E. Goldberg* Director
Michael Janson* Director
G. Thompson Hutton* Director
Howard E. Kilroy* Director
James E. Terrill* Director
Thomas A. Reynolds, III* Director
*By: /s/Patrick J. Moore March 26, 1998
Patrick J. Moore
Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
Exhibi Sequential
Number Description Page Number
5.1 Opinion of Michael E. Tierney, Esq.
23.1 Consent of Michael E. Tierney, Esq.
(included in Exhibit 5.1 hereto)
<PAGE>
EXHIBIT 5.1
March 6, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8
Jefferson Smurfit Corporation (U.S.)
Management Incentive Plan
Ladies and Gentlemen:
I am General Counsel of Jefferson Smurfit Corporation, a Delaware
corporation (the "Company"), and I have represented the Company in
connection with the Jefferson Smurfit Corporation (U.S.) Management
Incentive Plan, as amended (the "Plan") described in the
Registration Statement on Form S-8 of Jefferson Smurfit Corporation
(U.S.)(together with all exhibits thereto, the "Registration
Statement"), filed with the Securities and Exchange Commission on
March 2, 1998 under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration of 5,000,000 shares
of Common Stock, par value $.01 per share, of the Company (the
"Common Stock").
This opinion is delivered in accordance with the requirements of
Item 601(b) (5) of Regulation S-K under the Securities Act.
In connection with this opinion, I have examined (i) the
Registration Statement; (ii) the Restated Certificate of
Incorporation of the Company as currently in effect; (iii) the
Bylaws of the Company as currently in effect; (iv) resolutions of
the Board of Directors of the Company relating to the authorization
of the Plan and the filing of the Registration Statement; (v) a
specimen certificate representing the Common Stock; and (vi) such
other documents as I have deemed necessary or appropriate as a
basis for the opinions set forth below.
In my examination, I have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me
as certified or photostatic copies and the authenticity of the
originals of such copies. As to any facts material to the opinions
expressed herein which were not independently established or
verified, I have relied upon oral or written statements and
representations of officers and other representatives of the
Company, and others.
Based upon and subject to the foregoing, I am of the opinion that
the shares of Common Stock to be distributed to participants
pursuant to the terms of the Plan have been duly and validly
authorized and issued, and are fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Michael E. Tierney
Michael E. Tierney
Vice President, General Counsel
and Secretary
