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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 26, 2000
SMURFIT-STONE CONTAINER CORPORATION
(Exact name of Registrant as specified in its charter)
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DELAWARE 000-23876 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)
(312) 346-6600
Registrant's Telephone Number, Including Area Code
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(Former name or former address, if changed since last report)
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
On May 31, 2000, Smurfit-Stone Container Corporation (the "Company")
acquired (the "Acquisition") St. Laurent Paperboard Inc. (the "Acquired
Business"). The Company reported the Acquisition on a Form 8-K dated May 26,
2000 and filed June 6, 2000. Under the requirements of Form 8-K, Item 7(a)(4)
and Item 7(b)(2), the Company has sixty days from the date on which the Form 8-K
was required to be filed to file the required financial statements and pro forma
financial information. This amendment provides the financial statements and
pro forma financial information required by Regulation S-X.
A. Financial Statements of Businesses Acquired.
The following financial statements of the Acquired Business are
attached as Exhibit 99.3:
(i) Auditor's Report;
(ii) Consolidated Statements of Earnings (Loss), Consolidated
Statements of Retained Earnings and Consolidated Statements
of Cash Flows for the years ended December 31, 1999,
December 31, 1998 and December 31, 1997;
(iii) Consolidated Balance Sheets as of December 31, 1999 and
December 31, 1998; and
(iv) Notes to Consolidated Financial Statements.
The following financial statements of the Acquired Business are
attached as Exhibit 99.4:
(i) Unaudited Consolidated Statements of Earnings and Retained
Earnings and Unaudited Consolidated Statements of Changes in
Cash Position for the three-month periods ended March 31,
2000 and March 31, 1999;
(ii) Consolidated Balance Sheets as of March 31, 2000 (unaudited)
and December 31, 1999; and
(iii) Notes to Consolidated Financial Statements (unaudited).
B. Pro Forma Financial Information.
The following Unaudited Pro Forma Condensed Consolidated Financial
Data of the Company are attached as Exhibit 99.5:
(i) Unaudited Pro Forma Condensed Consolidated Balance Sheet as
of March 31, 2000;
(ii) Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the three-month period ended March 31, 2000;
(iii) Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the year ended December 31, 1999; and
(iv) Notes to Unaudited Pro Forma Condensed Consolidated
Financial Data.
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C. Exhibits. The following exhibits are filed as a part of this
report:
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EXHIBIT NO. DESCRIPTION
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23.1 Consent of independent accountants
99.3 Audited financial statements of the Acquired
Business as of December 31, 1999 and December 31,
1998 and for the years ended December 31, 1999,
December 31, 1998 and December 31, 1997
99.4 Audited financial statements of the Acquired
Business as of December 31, 1999 and unaudited
financial statements as of March 31, 2000 and for
the three-month periods ended March 31, 2000 and
March 31, 1999
99.5 Unaudited Pro Forma Condensed Consolidated
Financial Data of the Company as of March 31,
2000 and for the three-month period ended
March 31, 2000 and the year ended December 31,
1999
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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: July 14, 2000 By: /s/ PAUL K. KAUFMANN
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Name: Paul K. Kaufmann
Title: Vice President and Corporate Controller
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EXHIBIT INDEX
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Exhibit No. Description
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23.1 Consent of independent accountants
99.3 Audited financial statements of the Acquired
Business as of December 31, 1999 and
December 31, 1998 and for the years ended
December 31, 1999, December 31, 1998 and
December 31, 1997
99.4 Audited financial statements of the Acquired
Business as of December 31, 1999 and
unaudited financial statements as of March
31, 2000 and for the three-month periods
ended March 31, 2000 and March 31, 1999
99.5 Unaudited Pro Forma Condensed Consolidated
Financial Data of the Company as of March 31,
2000 and for the three-month period ended
March 31, 2000 and the year ended
December 31, 1999
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