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) February 11, 1999
SMURFIT-STONE CONTAINER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-23876 43-1531401
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
150 North Michigan Avenue
Chicago, Illinois 60601
(Address of Principal Executive Offices) (Zip code)
Registrant's Telephone Number, Including Area Code: (312) 346-6600
(Former name or former address, if changed since last report)
Item 5. Other Events
On February 11, 1999, Smurfit-Stone Container Corporation
issued a press release announcing that Roger W. Stone had
announced his resignation as President, Chief Executive
Officer and Director of the Company, effective March 31, 1999.
Mr. Stone also will resign, effective March 31, 1999, as
President, Chief Executive Officer and Director of Stone
Container Corporation and JSCE, Inc., each a wholly owned
subsidiary of Smurfit-Stone Container Corporation.
A copy of the press release is attached as Exhibit 99.1
hereto and is incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
A. Financial Statements of Businesses Acquired.
Not Applicable.
B. Pro Forma Financial Information.
Not Applicable.
C. Exhibits. The following exhibit is filed as a part of
this report:
Exhibit No. Description
99.1 Press Release dated February 11, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
SMURFIT-STONE CONTAINER CORPORATION
Dated: February 12, 1999 By: /s/ Craig A. Hunt
Name: Craig A. Hunt
Title: Vice President, Secretary
& General Counsel
Exhibit Index
Exhibit No. Description
99.1 Press Release dated February 11, 1999
Exhibit 99.1
Smurfit-Stone
For Immediate Release Contact: Timothy McKenna (investors)
312-580-4637
Tom Lange (media)
314-746-1236
Georgina Giannelli (media)
312-580-4865
www.smurfit-stone.com
SMURFIT-STONE CONTAINER CORPORATION ANNOUNCES
RETIREMENT OF ROGER STONE
CHICAGO, February 11, 1999 - Smurfit-Stone Container Corporation
(Nasdaq: SSCC) today announced that Roger W. Stone, 63, is
retiring from his position as president and chief executive
officer and as a director of the company, effective March 31.
Dr. Michael W.J. Smurfit, 62, chairman of Smurfit-Stone,
said, "In his 43 years of service, Roger Stone has made an
outstanding contribution to his company and to the packaging
industry. Roger has been a leader in restructuring the industry,
and he demonstrated that leadership once again in bringing his
company together with ours to create Smurfit-Stone. He brought
his full energy and experience to the merger and helped build a
strong foundation for the new company. We wish him well in his
future endeavors."
The board of directors has appointed Ray M. Curran, 51, to
serve as president and chief executive officer, effective April 1.
Curran has been executive vice president and deputy chief
executive of the company and was formerly finance director of
Jefferson Smurfit Group plc, Smurfit-Stone's largest shareholder.
The company also announced that the board of directors has
formed a committee to search for a chief operating officer.
Commenting on the appointment, Dr. Smurfit said, "I am
pleased to announce that Ray Curran is assuming this post. I
have worked with Ray for many years and I am fully confident of
his abilities to assume the chief executive's responsibilities.
In addition, the board has begun an immediate search for a chief
operating officer to support him in the new role and to enable
him to continue to carry out Smurfit-Stone's program of
divestitures and synergies."
Smurfit-Stone also announced that Matthew S. Kaplan, 41,
Smurfit-Stone's vice president and general manager of the
company's corrugated container division, will resign from the
company and its board of directors effective March 31.
In announcing his retirement, Stone said, "Our aim in
merging Jefferson Smurfit Corporation and Stone Container was to
join two outstanding companies to create one truly great company.
Since completing the merger in November, our progress has been
better than expected. Having played my part in bringing the
companies together and having initiated what promises to be a
very successful integration process, I feel I can step down at
this time. I am confident that the Smurfit-Stone team will
continue to create greater value for our customers and
shareholders while providing new and exciting opportunities for
our employees."
Smurfit-Stone is the industry's leading manufacturer of
paperboard and paper-based packaging, including corrugated
containers, folding cartons, and industrial bags.
It is the largest producer of containerboard and kraft paper, and
the largest collector, marketer, and exporter of recovered fiber.
The company operates more than 300 facilities worldwide.
This document contains certain forward-looking statements
within the meaning of Section 21 E of the Securities Exchange Act
of 1934, as amended, about Smurfit-Stone Container Corporation.
Although the company believes that, in making any such statements,
its 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 Smurfit-Stone Container Corporation or its management 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 Smurfit-Stone Container
Corporation, include: the impact of general economic conditions in
the U.S. and Canada and in other countries in which Smurfit-Stone
Container Corporation and its 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 obtaining required
approvals, if any, of debt holders. The actual results,
performance or achievement by Smurfit-Stone Container Corporation
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 Smurfit-Stone Container Corporation.
