As filed with the Securities and Exchange Commission on October 30,
1998
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
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
Incorporation or Organization) Identification No.)
8182 Maryland Avenue 63105
St. Louis, Missouri (Zip Code)
(Address of Principal Executive Offices)
Jefferson Smurfit Corporation Savings Plan
Jefferson Smurfit Corporation Hourly Savings Plan
Smurfit Packaging Corporation Savings Plan
(Full Titles of the Plans)
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)
Copy to:
Joseph A. Walsh, Jr.
Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601
(312) 558-5600
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount maximum maximum Amount
securities to be offering aggregate of
to be registered price per offering registra-
registered (1) share (2) price (3) tion fee
Common stock, 4,000,000 $11.1875 $44,750,000 $12,441
par value shares
$0.01 per share
(1) In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, as amended (the "Securities Act"), this Registration
Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described
herein.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h)(1) and (c) under the
Securities Act on the basis of the average of the high and low
prices reported for shares of Common Stock, par value $0.01 per
share, of the Registrant on the Nasdaq National Market on October
28, 1998.
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement is filed pursuant to General
Instruction E of Form S-8 for the purpose of registering
4,000,000 additional shares of common stock, par value $0.01 per
share ("Common Stock"), of Jefferson Smurfit Corporation, a
Delaware corporation (the "Company"), issuable pursuant to the
Jefferson Smurfit Corporation Savings Plan, the Jefferson Smurfit
Corporation Hourly Savings Plan and the Smurfit Packaging
Corporation Savings Plan. The contents of the Company's
previously filed Form S-8 Registration Statement (No. 33-82578),
as filed with the Securities and Exchange Commission on August 8,
1994, are hereby incorporated by reference.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
The validity of the securities being registered hereby has
been passed upon by Michael E. Tierney, Esq., Vice President,
General Counsel and Secretary of the Company. Mr. Tierney owns,
and holds options to acquire, shares of Common Stock of the
Company.
Item 8. Exhibits.
The following documents are filed as exhibits to this
Registration Statement:
Exhibit No. Description
5.1 Opinion of Michael E. Tierney, Esq. regarding the
legality of the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Michael E. Tierney, Esq. (included as
part of Exhibit 5.1).
24.1 Powers of Attorney (included on the signature
page of this Registration Statement).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Jefferson Smurfit Corporation 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 Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of St. Louis, State of
Missouri, on the 30th day of October, 1998.
JEFFERSON SMURFIT CORPORATION
By: /s/ Patrick J. Moore
Name: Patrick J. Moore
Title: Vice President and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Patrick J.
Moore, Richard W. Graham and Michael E. Tierney and each of them
(with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all said attorneys-in-fact and agents,
or any of them, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
Signature Title Date
Michael W.J. Smurfit Chairman of the Board
and Director
/s/ Richard W. Graham President and Chief October 30, 1998
Richard W. Graham Executive Officer
(Principal Executive Officer)
and Director
/s/ Patrick J. Moore Vice President and October 30, 1998
Patrick J. Moore Chief Financial Officer
(Principal Financial
and Accounting Officer)
/s/ Leigh J. Abramson Director October 30, 1998
Leigh J. Abramson
/s/ Alan E. Goldberg Director October 30, 1998
Alan E. Goldberg
/s/ Michael C. Hoffman Director October 30, 1998
Michael C. Hoffman
G. Thompson Hutton Director
/s/ Michael M. Janson Director October 30, 1998
Michael M. Janson
Howard E. Kilroy Director
/s/ Thomas A. Reynolds, III Director October 30, 1998
Thomas A. Reynolds, III
/s/ James E. Terrill Director October 30, 1998
James E. Terrill
The Plans. Pursuant to the requirements of the
Securities Act, the trustees (or other persons who administer the
Jefferson Smurfit Corporation Savings Plan, Jefferson Smurfit
Corporation Hourly Savings Plan and Smurfit Packaging Corporation
Savings Plan) have duly caused this Registration Statement to be
signed on their behalf by the undersigned, thereunto duly
authorized, in the County of St. Louis, State of Missouri, on
October 30, 1998.
JEFFERSON SMURFIT CORPORATION SAVINGS PLAN
By: /s/ Patrick J. Moore
Patrick J. Moore
Title: Member, Administrative Committee of
Jefferson Smurfit Corporation
Retirement Plans
JEFFERSON SMURFIT CORPORATION HOURLY
SAVINGS PLAN
By: /s/ Patrick J. Moore
Patrick J. Moore
Title: Member, Administrative Committee of
Jefferson Smurfit Corporation
Retirement Plans
SMURFIT PACKAGING CORPORATION SAVINGS PLAN
By: /s/ Patrick J. Moore
Patrick J. Moore
Title: Member, Administrative Committee of
Jefferson Smurfit Corporation
Retirement Plans
EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of Michael E. Tierney, Esq. regarding the legality
of the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Michael E. Tierney, Esq. (included as part of
Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
Exhibit 5.1
October 30, 1998
Jefferson Smurfit Corporation
8182 Maryland Avenue
St. Louis, MO 63105
Re: Post-Effective Amendment No. 1 to Registration
Statement on Form S-8 of Jefferson Smurfit
Corporation's Savings Plans
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
Savings Plan, the Jefferson Smurfit Corporation Hourly Savings
Plan and the Smurfit Packaging Corporation Savings Plan
(collectively "the Plans") referenced in the Registration
Statement on Form S-8 of the Company (together with all exhibits
thereto, the "Registration Statement"), filed with the Securities
and Exchange Commission (the "SEC") on October 30, 1998 under the
Securities Act of 1933, as amended (the "Securities Act"),
relating to the registration of 4,000,000 additional shares (the
"Additional Shares") of the Company's Common Stock, par value
$.01 per share (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
Plans; (ii) the Registration Statement; (iii) the Restated
Certificate of Incorporation of the Company as currently in
effect; (iv) the By-laws of the Company as currently in effect;
(v) resolutions of the Board of Directors of the Company relating
to the authorization of the Plans, the reservation for issuance
of the Additional Shares and the preparation and filing of the
Registration Statement; (vi) a specimen certificate representing
the Common Stock; and (vii) such other documents as I have deemed
necessary or appropriate as a basis for the opinions set forth
below.
Jefferson Smurfit Corporation
October 30, 1998
Page Two
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 Additional Shares, when issued and delivered pursuant to
the Plans, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the SEC
as an exhibit to the Amendment. In giving such consent, I do not
concede that I am an expert within the meaning of the Securities
Act or the rules and regulations thereunder or that this consent
is required by Section 7 of the Securities Act.
Very truly yours,
/s/ Michael E. Tierney
Michael E. Tierney
Vice President, General Counsel
and Secretary
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration
Statement (Form S-8 No. 333-_________) pertaining to the Jefferson
Smurfit Corporation Savings Plan, the Jefferson Smurfit Corporation
Hourly Savings Plan and the Smurfit Packaging Corporation Savings
Plan of our report dated January 22, 1998, with respect to the
consolidated financial statements and schedule of Jefferson
Smurfit Corporation included in its Annual Report (Form 10-K) for
the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
/s/ Ernst & Young LLP
St. Louis, Missouri
October 30, 1998
Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601
October 30, 1998
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Jefferson Smurfit Corporation
Form S-8 Registration Statement
Ladies and Gentlemen:
On behalf of Jefferson Smurfit Corporation, a Delaware
corporation (the "Company"), and pursuant to the Securities Act of
1933, as amended (the "Securities Act"), we submit for filing under
EDGAR the electronic data transmission of the Company's Form S-8
Registration Statement (the "Registration Statement") relating to
the registration with the Securities and Exchange Commission of
4,000,000 additional shares of the Company's common stock, par
value $0.01 per share (the "Common Stock"), reserved for issuance
under the Jefferson Smurfit Corporation Savings Plan, the Jefferson
Smurfit Corporation Hourly Savings Plan and the Smurfit Packaging
Corporation Savings Plan. A copy of the Registration Statement has
been manually signed in accordance with Rule 302 of Regulation S-T
under the Securities Act, and the Company will retain the signature
page thereto for a period of five years. Funds in the amount of
$12,441 have been deposited by wire transfer in the U.S. Treasury
designated lockbox depository at the Mellon Bank, Pittsburgh,
Pennsylvania in payment of the registration fee relating to the
Common Stock.
Please direct any questions regarding this filing to Joseph A.
Walsh, Jr. (312/558-5808) or Matthew F. Bergmann (312/558-5924) of
this office.
Respectfully submitted,
Winston & Strawn
