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As filed with the Securities and Exchange Commission on March 13, 2000
Registration No. 333-66967
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-1
TO
REGISTRATION STATEMENT ON FORM S-3
UNDER THE SECURITIES ACT OF 1933
--------------------------
SMURFIT-STONE CONTAINER CORPORATION
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C> <C>
Delaware 2653 43-1531401
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or Organization) Classification Code Number)
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150 North Michigan Avenue
Chicago, Illinois 60601
(312) 346-6600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Craig A. Hunt
Vice President, General Counsel and Secretary
150 North Michigan Avenue
Chicago, Illinois 60601
(312) 346-6600
(Name, address, including zip code, and 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
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: NOT
APPLICABLE
DEREGISTRATION OF SHARES OF COMMON STOCK
This Post-Effective Amendment No. 1 on Form S-1 to the Registration
Statement on Form S-3 (File No. 333-66967) (the "Registration Statement") is
being filed to deregister 4,675,000 shares of Common Stock, par value $.01 per
share, of Smurfit-Stone Container Corporation (the "Company"). The Company is
deregistering the shares because transactions of the type contemplated by the
Registration Statement are not economically feasible in light of current market
conditions.
SIGNATURES
Pursuant to the requirements of the Securities Act, Smurfit-Stone
Container Corporation 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 13, 2000.
SMURFIT-STONE CONTAINER CORPORATION
By: /s/ Patrick J. Moore
-----------------------------------
Name: Patrick J. Moore
Title: Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Patrick J. Moore and Craig A. Hunt, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacitites, to sign any and all amendments (including post-effective
amendments) and supplements 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, and hereby grants to such
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or 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.
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Signature Title Date
--------- ----- ----
<S> <C> <C>
- ---------------------------------------- Chairman of the Board March ___, 2000
Michael W. J. Smurfit and Director
/s/ Ray M. Curran
- ---------------------------------------- President and Chief Executive March 13, 2000
Ray M. Curran Officer and Director (Principal
Executive Officer)
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<S> <C> <C>
/s/ Patrick J. Moore
- ---------------------------------------- Vice President and Chief March 13, 2000
Patrick J. Moore Financial Officer (Principal
Financial Officer)
/s/ Paul K. Kaufmann
- ---------------------------------------- Vice President and Corporate March 13, 2000
Paul K. Kaufmann Controller (Principal Accounting
Officer)
/s/ Richard A. Giesen
- ---------------------------------------- Director March 9, 2000
Richard A. Giesen
*
- ---------------------------------------- Director March 13, 2000
Alan E. Goldberg
- ---------------------------------------- Director March ___, 2000
Howard E. Kilroy
/s/ James J. O'Connor
- ---------------------------------------- Director March 10, 2000
James J. O'Connor
/s/ Jerry K. Pearlman
- ---------------------------------------- Director March 10, 2000
Jerry K. Pearlman
*
- ---------------------------------------- Director March 13, 2000
Thomas A. Reynolds, III
- ---------------------------------------- Director March ___, 2000
Dermot F. Smurfit
By: /s/ Patrick J. Moore
-------------------------------------
Patrick J. Moore
Attorney-in-Fact
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EXHIBIT INDEX
5.1 Opinion of Davis Polk & Wardwell*
23.1 Consent of Ernst & Young LLP*
23.2 Consent of Davis Polk & Wardwell*
24.1 Powers of Attorney (included on the signature page hereto or
previously filed)
* Previously filed
