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EXHIBIT 99.2
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FORM OF PROXY CARD
STONE CONTAINER CORPORATION
150 North Michigan Avenue
Chicago, Illinois 60601
(312) 346-6600
THIS PROXY IS SOLICITED ON BEHALF OF STONE CONTAINER CORPORATION'S BOARD OF
DIRECTORS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON _____________,
2000
The undersigned hereby appoints _________________ and __________________, each
of them with full power of substitution, as proxies of the undersigned to vote
all shares of $1.75 Series E Cumulative Convertible Exchangeable Preferred
Stock, par value $0.01 per share, of Stone Container Corporation held of record
by the undersigned as of the close of business on ________________, 2000, at the
Special Meeting ("Special Meeting") of Stockholders of Stone Container
Corporation to be held on _________, 2000 at the offices of Stone Container
Corporation, 150 North Michigan Avenue, Illinois at 10:00 a.m. (C.S.T.), and at
any adjournments or postponements thereof, upon all subjects that may properly
come before the meeting, including matters described in the Proxy
Statement/Prospectus furnished herewith.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER MARKED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. THE BOARD OF DIRECTORS HAS APPROVED THE MERGER
DESCRIBED IN THE AGREEMENT AND PLAN OF MERGER AMONG SMURFIT-STONE CONTAINER
CORPORATION, SCC MERGER CO., AND STONE CONTAINER CORPORATION. NEITHER STONE
CONTAINER CORPORATION NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY
STOCKHOLDER AS TO WHETHER SUCH STOCKHOLDER SHOULD APPROVE AND ADOPT THE
AGREEMENT AND PLAN OF MERGER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER. IF OTHER BUSINESS IS
PRESENTED AT THE SPECIAL MEETING OR ANY ADJOURNMENT OF THE SPECIAL MEETING, THIS
PROXY WILL BE VOTED ON THOSE MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE
NAMED PROXIES, EXCEPT THAT ANY PROXY VOTED AGAINST APPROVAL AND ADOPTION OF THE
AGREEMENT AND PLAN OF MERGER WILL NOT BE VOTED IN FAVOR OF ANY PROPOSAL TO
ADJOURN OR POSTPONE THE SPECIAL MEETING. THE UNDERSIGNED STOCKHOLDER MAY REVOKE
THIS PROXY AT ANY TIME BEFORE IT IS VOTED BY DELIVERING TO THE CORPORATE
SECRETARY OF STONE CONTAINER CORPORATION EITHER A WRITTEN REVOCATION OF THE
PROXY OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY APPEARING AT THE
SPECIAL MEETING AND VOTING IN PERSON.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
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The Board of Directors of Stone Container Corporation requests your vote with
respect to:
1. Approval and adoption of the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of August , 2000, among Smurfit-Stone Container
Corporation, a Delaware corporation, SCC Merger Co., a Delaware corporation and
wholly-owned subsidiary of Smurfit-Stone Container Corporation, and Stone
Container Corporation, that will cause each share of Stone Container
Corporation's $1.75 Series E Cumulative Convertible Exchangeable Preferred Stock
to be exchanged for one share of Smurfit-Stone Container Corporation's 7% Series
A Cumulative Exchangeable Redeemable Convertible Preferred Stock, plus an amount
in cash equal to the accrued and unpaid dividends on each outstanding share of
Stone Container Corporation's $1.75 Series E Cumulative Convertible Exchangeable
Preferred Stock, less $0.12 per share. The Merger Agreement is attached to the
accompanying Proxy Statement/Prospectus as Annex A.
[_____] FOR [_____] AGAINST [_____] ABSTAIN
2. To transact such other business as may properly come before the Special
Meeting or any adjournment(s) or postponement(s) thereof, including an
adjournment to solicit additional proxies in the event that a quorum is not
present at the meeting or in the event sufficient proxies voted in favor of the
approval of the Merger Agreement have not been received.
[_____] FOR [_____] AGAINST [_____] ABSTAIN
Please mark, date, sign and return this Proxy in the enclosed envelope. When
shares are held by joint tenants, both tenants should sign. When signing as an
attorney, executor, administrator, trustee, guardian, corporate officer or
partner, please give full title as such. If a corporation, please sign in
corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person. This Proxy votes all
shares held in all capacities.
The undersigned hereby acknowledges receipt of a copy of the accompanying notice
of Special Meeting and Proxy Statement/Prospectus and hereby revokes any proxy
or proxies heretofore given.
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(Date)
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(Signature)
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(Title)
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(Signature, if held jointly)
PLEASE MARK, SIGN, DATE AND MAIL PROMPTLY.
