<PAGE>
As filed with the Securities and Exchange Commission on March 20, 2000
Registration No. 333-
<TABLE>
====================================================================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________________
SMURFIT-STONE CONTAINER 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)
150 North Michigan Avenue 60601
Chicago, Illinois (Zip Code)
(Address of Principal Executive Offices)
Smurfit-Stone Container Corporation Savings Plan
Jefferson Smurfit Corporation Hourly Savings Plan
Smurfit Packaging Corporation Savings Plan
Smurfit-Stone Container Corporation Hourly Savings Plan
(Full Title of the Plans)
Craig A. Hunt
Vice President, General Counsel and Secretary
150 North Michigan Avenue
Chicago, Illinois 60601
(Name and Address of Agent for Service)
(312) 346-6600
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Steven J. Gavin
Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601
(312) 558-5600
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Title of securities Amount to be registered Proposed maximum offering Proposed maximum aggregate Amount of registration fee
to be registered (1) (2) price per unit (3) offering price (3)
- ------------------------------------------------------------------------------------------------------------------------------------
Common stock, par 10,000,000 shares $14.03125 $140,312,500 $37,043
value $0.01 per
share...........
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also covers 1,624,522 shares of Common Stock
previously registered on, and being carried forward from, a Registration
Statement on Form S-8 (File No. 333-66421) filed in connection with the
Smurfit-Stone Container Corporation Savings Plan (formerly known as the
Jefferson Smurfit Corporation Savings Plan), Jefferson Smurfit Corporation
Hourly Savings Plan and Smurfit Packaging Corporation Savings Plan and with
respect to which a registration fee of $5,053 has been paid. The
11,624,522 shares of Common Stock covered by this Registration Statement
are allocated as follows: 8,924,522 shares of Common Stock under the
Smurfit-Stone Container Corporation Savings Plan, 1,600,000 shares of
Common Stock under the Jefferson Smurfit Corporation Hourly Savings Plan,
100,000 shares of Common Stock under the Smurfit Packaging Corporation
Savings Plan and 1,000,000 shares of Common Stock under the Smurfit-Stone
Container Corporation Hourly Savings Plan.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "1933 Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plans described herein.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) and (c) under the 1933 Act on the basis of the
average of the high and low prices reported for shares of Common Stock of
the Registrant on the Nasdaq National Market on March 14, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by Smurfit-Stone Container Corporation
(formerly Jefferson Smurfit Corporation) (the "Registrant") pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"), are incorporated
by reference herein:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 and the Smurfit-Stone Container Corporation Savings
Plan's, Jefferson Smurfit Corporation Hourly Savings Plan's and Smurfit
Packaging Corporation Savings Plan's Annual Report on Form 11-K for the fiscal
year ended December 31, 1998.
(2) The Registrant's Current Report on Form 8-K dated February 23,
2000.
(3) The description of the Registrant's common stock, $0.01 par value
("Common Stock"), contained in the Registrant's Registration Statement on Form
8-A (File No. 0-23876) filed under the 1934 Act, including any amendment thereto
or report filed for the purpose of updating such description.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment (i) which indicates that all securities
offered herein have been sold or (ii) which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the respective dates of filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof or of the related prospectus to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Exculpation. Section 102(b)(7) of the General Corporation Law of the
State of Delaware (the "Delaware Law") permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
may not eliminate or limit the liability of a director for any breach of the
director's duty of loyalty to the corporation or its stockholders, for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, for the payment of unlawful dividends or unlawful stock
repurchases, or for any transaction from which the director derived an improper
personal benefit.
The Restated Certificate of Incorporation of the Registrant
incorporates the exculpation provisions permitted by Section 102(b)(7) of the
Delaware Law described above.
Indemnification. Section 145 of the Delaware Law permits a
corporation to indemnify any of its directors, officers, employees or agents who
was or is a party, or is threatened to be made a party, to any third party
proceeding by reason of the fact that such person is or was a director, officer,
employee or agent of the corporation, for expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
<PAGE>
incurred by such person in connection with such action, suit or proceeding, if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reason to believe that such
person's conduct was unlawful. In a derivative action, i.e., one by or in the
right of a corporation, the corporation is permitted to indemnify directors,
officers, employees or agents against expenses (including attorneys' fees)
actually and reasonably incurred by them in connection with the defense or
settlement of an action or suit if they acted in good faith and in a manner that
they reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that such person is fairly and reasonably entitled to indemnity for
such expenses despite such adjudication of liability.
The Restated Bylaws of the Registrant make mandatory the
indemnification permitted by Section 145 of the Delaware Law described above.
Insurance. The directors and officers of the Registrant are insured
under a policy of directors' and officers' liability insurance.
Stone Container Corporation Directors and Officers. The Agreement and
Plan of Merger, dated May 10, 1998, among Jefferson Smurfit Corporation, JSC
Acquisition Corporation and Stone Container Corporation ("Stone") (the "Merger
Agreement"), providing for the acquisition of Stone by the Registrant by way of
a merger of JSC Acquisition Corporation into Stone (the "Merger"), provides that
the Registrant will (or will cause an affiliate to) indemnify and hold harmless,
to the same extent provided for in the Stone charter and Stone bylaws, current
or former directors or officers of Stone for damages and liabilities (including
reasonable attorneys' fees) arising out of or pertaining to any action or
inaction in their capacity as an officer or director occurring before the
effective time of the Merger (the "Effective Time") (including transactions
contemplated by the Merger Agreement). The Merger Agreement further provides
that the indemnification obligations set forth in the Stone charter and Stone
bylaws, as of the date thereof, will survive the Merger and will not be amended,
repealed or otherwise modified for a period of six years after the Effective
Time in a manner that would adversely affect the rights of individuals who were
directors, officers, employees or agents of Stone or its subsidiaries on or
prior to the Effective Time.
The Merger Agreement also provides that for a period of six years
after the Effective Time, the Registrant will provide to Stone's current
directors and officers liability insurance protection substantially equivalent
in kind and scope to that provided by Stone's current directors' and officers'
liability insurance policies in effect as of the date thereof; provided,
however, the Registrant will not be required to expend in any one year an amount
in excess of 300% of the annual premiums currently paid by Stone for such
insurance (such amount, the "Maximum Premium"); provided, further, that if
during such period the annual premiums for comparable insurance coverage exceed
the Maximum Premium, the Registrant shall be obligated to provide a policy that,
in the reasonable judgment of the Registrant, provides the best coverage
available for a cost not exceeding the Maximum Premium.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following documents are filed as exhibits to this Registration
Statement:
Exhibit No. Description
----------- -----------
4.1 Restated Certificate of Incorporation of the Registrant.
(Incorporated herein by reference to Exhibit 3(a) to the
Registrant's Registration Statement on Form S-4 (File No.
333-65431)).
4.2 Restated Bylaws of the Registrant. (Incorporated herein by
reference to Exhibit 3(b) to the Registrant's Registration
Statement on Form S-4 (File No. 333-65431)).
5.1 IRS Determination Letter that the Smurfit-Stone Container
Corporation Savings Plan (formerly known as the Jefferson
Smurfit Corporation Savings Plan) is qualified under Section
401 of the Internal Revenue Code.
2
<PAGE>
5.2 IRS Determination Letter that the Jefferson Smurfit
Corporation Hourly Savings Plan is qualified under Section
401 of the Internal Revenue Code.
5.3 IRS Determination Letter that the Smurfit Packaging
Corporation Savings Plan is qualified under Section 401 of
the Internal Revenue Code.
5.4 IRS Determination Letter that the Smurfit-Stone Container
Corporation Hourly Savings Plan (formerly known as the Stone
Container Corporation Hourly Employees Deferred Income
Savings Plan) is qualified under Section 401 of the Internal
Revenue Code.
23.1 Consent of Ernst & Young.
24.1 Powers of attorney (included on the signature page of this
Registration Statement).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
1933 Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in this
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for
3
<PAGE>
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
4
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant 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 City of Chicago, the State of Illinois, on March 20,
2000.
SMURFIT-STONE CONTAINER CORPORATION
By: /s/ Patrick J. Moore
-------------------------------------------------
Name: Patrick J. Moore
Title: Vice President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Patrick J. Moore and Craig A. Hunt, and
each of them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, to do any and all acts and things and execute, in the name of
the undersigned, any and all instruments which said attorneys-in-fact and agents
may deem necessary or advisable in order to enable Smurfit-Stone Container
Corporation to comply with the 1933 Act and any requirements of the Securities
and Exchange Commission in respect thereof, in connection with the filing with
the Securities and Exchange Commission of the registration statement on Form S-8
under the 1933 Act, including specifically, but without limitation, power and
authority to sign the name of the undersigned to such registration statement,
and any amendments to such registration statement (including post-effective
amendments), and to file the same with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, to sign
any and all applications, registration statements, notices or other documents
necessary or advisable to comply with applicable state securities laws, and to
file the same, together with other documents in connection therewith with the
appropriate state securities authorities, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and to perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and 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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------------------ ----------------------------------- -------------------------------
<S> <C> <C>
/s/ Michael W. J. Smurfit Chairman of the Board March 20, 2000
- ------------------------------------------- and Director
Michael W. J. Smurfit
/s/ Ray M. Curran President and Chief Executive March 20, 2000
- ------------------------------------------- Officer and Director (Principal
Ray M. Curran Executive Officer)
/s/ Patrick J. Moore Vice President and Chief Financial March 20, 2000
- ------------------------------------------- Officer (Principal Financial
Patrick J. Moore Officer)
/s/ Paul K. Kaufmann Vice President and Corporate March 20, 2000
- ------------------------------------------- Controller (Principal Accounting
Paul K. Kaufmann Officer)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Richard A. Giesen Director March 20, 2000
- -------------------------------------------
Richard A. Giesen
/s/ Alan E. Goldberg Director March 20, 2000
- -------------------------------------------
Alan E. Goldberg
/s/ Howard E. Kilroy Director March 20, 2000
- -------------------------------------------
Howard E. Kilroy
/s/ James J. O'Connor Director March 20, 2000
- -------------------------------------------
James J. O'Connor
/s/ Jerry K. Pearlman Director March 20, 2000
- -------------------------------------------
Jerry K. Pearlman
/s/ Thomas A. Reynolds, III Director March 20, 2000
- -------------------------------------------
Thomas A. Reynolds, III
/s/ Dermot F. Smurfit Director March 20, 2000
- -------------------------------------------
Dermot F. Smurfit
</TABLE>
<PAGE>
The Plans. Pursuant to the requirements of the Securities Act of
1933, the Administrator (or other person who administers the Smurfit-Stone
Container Corporation Savings Plan, Jefferson Smurfit Corporation Hourly Savings
Plan, Smurfit Packaging Corporation Savings Plan and Smurfit-Stone Container
Corporation Hourly Savings Plan) has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of St. Louis, State of Missouri, on March 20, 2000.
ADMINISTRATIVE COMMITTEE OF
SMURFIT-STONE CONTAINER CORPORATION
RETIREMENT PLANS
By: /s/ Paul K. Kaufmann
----------------------
Name: Paul K. Kaufmann
Title: Member
SMURFIT-STONE CONTAINER CORPORATION
SAVINGS PLAN;
JEFFERSON SMURFIT CORPORATION
HOURLY SAVINGS PLAN;
SMURFIT PACKAGING CORPORATION
SAVINGS PLAN; and
SMURFIT-STONE CONTAINER CORPORATION
HOURLY SAVINGS PLAN
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
4.1 Restated Certificate of Incorporation of the Registrant.
(Incorporated herein by reference to Exhibit 3(a) to the
Registrant's Registration Statement on Form S-4 (File No. 333-
65431)).
4.2 Restated Bylaws of the Registrant. (Incorporated herein by
reference to Exhibit 3(b) to the Registrant's Registration
Statement on Form S-4 (File No. 333-65431)).
5.1 IRS Determination Letter that the Smurfit-Stone Container
Corporation Savings Plan (formerly known as the Jefferson Smurfit
Corporation Savings Plan) is qualified under Section 401 of the
Internal Revenue Code.
5.2 IRS Determination Letter that the Jefferson Smurfit Corporation
Hourly Savings Plan is qualified under Section 401 of the
Internal Revenue Code.
5.3 IRS Determination Letter that the Smurfit Packaging Corporation
Savings Plan is qualified under Section 401 of the Internal
Revenue Code.
5.4 IRS Determination Letter that the Smurfit-Stone Container
Corporation Hourly Savings Plan (formerly known as the Stone
Container Corporation Hourly Employees Deferred Income Savings
Plan) is qualified under Section 401 of the Internal Revenue
Code.
23.1 Consent of Ernst & Young.
24.1 Powers of attorney (included on the signature page of this
Registration Statement).
<PAGE>
Exhibit 5.1
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
1100 COMMERCE STREET
DALLAS, TX 75242
Employer Identification Number:
36-2659288
Date: May 30, 1996 File Folder Number:
360055277
JEFFERSON SMURFIT CORPORATION U.S. Person to Contact:
8182 MARYLAND AVENUE THOMAS KASPER
ST. LOUIS, MO 63105 Contact Telephone Number:
(414) 798-8360
Plan Name:
SAVINGS PLAN
Plan Number: 062
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination letter is applicable for the amendment(s) adopted on 12-
20-94.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability requirements
of section 1.401(a) (4)-4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group consists of those
employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of section 410(b) of the Code.
<PAGE>
-2-
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/S/ Bobby E. Scott
Bobby E. Scott
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
<PAGE>
Exhibit 5.2
INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR DEPARTMENT OF TREASURY
1100 COMMERCE STREET
DALLAS, TX 75242
Employer Identification Number:
36-2659288
Date: June 17, 1996 File Folder Number:
360055277
JEFFERSON SMURFIT CORPORATION U.S. Person to Contact:
8182 MARYLAND AVENUE THOMAS KASPER
ST. LOUIS, MO 63105 Contact Telephone Number:
(414) 798-8360
Plan Name:
HOURLY SAVINGS PLAN
Plan Number: 063
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the signification of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination letter is applicable for the amendment(s) adopted on
December 20, 1994.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability requirements
of section 1.401 (a) (4) -4(b) of the regulations with respect to those
benefits, rights, and features that are currently available to all employees in
the plan's coverage group. For this purpose, the plan's coverage group consists
of those employees treated as currently benefiting for purposes of demonstrating
that the plan satisfies the minimum coverage requirements of section 410(b) of
the Code.
<PAGE>
-2-
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/S/ Bobby E. Scott
Bobby E. Scott
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
<PAGE>
Exhibit 5.3
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
1100 COMMERCE STREET
DALLAS, TX 75242
Employer Identification Number:
43-1531057
Date: May 30, 1996 File Folder Number:
360110036
SMURFIT PACKAGING CORPORATION Person to Contact:
8182 MARYLAND AVENUE THOMAS KASPER
ST. LOUIS, MO 63105 Contact Telephone Number:
(414) 798-8360
Plan Name:
SAVINGS PLAN
Plan Number: 003
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination letter is applicable for the plan adopted on 12-20-94.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability requirements
of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group consists of those
employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of section 410(b) of the Code.
<PAGE>
-2-
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/S/ Bobby E. Scott
Bobby E. Scott
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
<PAGE>
Exhibit 5.4
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX A-3617 DPN20-6
CHICAGO, IL 60690
Date: July 31, 1995 Employer Identification Number:
36-2041256
File Folder Number:
STONE CONTAINER CORPORATION 360003009
C/O TIMOTHY W. MLSNA Person to Contact:
200 E. RANDOLPH DRIVE JAMES CELINSKI
CHICAGO, IL 60601 Contact Telephone Number:
(414) 798-8360
Plan Name:
HOURLY EMPLOYEES DEFERRED INCOME
SAVINGS PLAN
Plan Number: 043
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b) (3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination letter is applicable for the plan adopted on
October 20, 1994.
This plan satisfies the minimum coverage and nondiscrimination
requirements of sections 410(b) and 401(a)(4) of the Code because the plan
(disregarding any portion that benefits solely collectively bargained employees)
benefits no highly compensated employees. This letter may not be relied on with
respect to the aforementioned requirements of the Code for any plan year in
which the plan (disregarding any portion that benefits solely collectively
bargained employees) benefits any highly compensated employees.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
<PAGE>
-2-
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
/s/ Marilyn W. Day
Marilyn W. Day
District Director
Enclosures
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
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We consent to the incorporation by reference in this Registration Statement
(Form S-8 No. 333-_____________) pertaining to the Smurfit-Stone Container
Corporation Savings Plan, the Jefferson Smurfit Corporation Hourly Savings Plan,
the Smurfit Packaging Corporation Savings Plan, and the Smurfit-Stone Container
Corporation Hourly Savings Plan of our reports (a) dated January 24, 2000,
except for Note 20 as to which the date is February 23, 2000, with respect to
the consolidated financial statements and schedule of Smurfit-Stone Container
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1999 and (b) dated June 18, 1999 with respect to the financial
statements and schedules of the Smurfit-Stone Container Corporation Savings
Plan, the Jefferson Smurfit Corporation Hourly Savings Plan, and the Smurfit
Packaging Corporation Savings Plan included in the Plans' Annual Report
(Form 11-K) for the year ended December 31, 1998, both filed with the Securities
and Exchange Commission.
/s/ Ernst & Young
St. Louis, Missouri
March 16, 2000
