<PAGE>
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Smurfit-Stone Container Corporation
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Stone Container Corporation
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
<PAGE>
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY SMURFIT-STONE CONTAINER
CORPORATION AND STONE CONTAINER CORPORATION ON SEPTEMBER 26, 2000.
For Immediate Release Contact: Tim McKenna (investors)
--------------------- 314-746-1254/312-580-4637
George Csolak (media)
314-746-1321
www.smurfit-stone.com
SEC DECLARES SMURFIT-STONE REGISTRATION STATEMENT EFFECTIVE
Shareholders To Receive Proxy Statement Describing
Exchange Of Stone Series E Preferred Stock
For Smurfit-Stone Series A Preferred Stock
Meeting of Stockholders Set for October 26, 2000
CHICAGO, September 26, 2000 -- Smurfit-Stone Container Corporation (Nasdaq:
SSCC) announced today that the Securities and Exchange Commission declared
effective a form S-4 registration statement detailing the terms and conditions
of the previously announced transaction in which Smurfit-Stone proposes to
exchange approximately 4.6 million shares of a newly authorized class of its
preferred stock, plus cash, for the outstanding shares of Series E Cumulative
Convertible Exchangeable Preferred Stock of Stone Container Corporation.
Smurfit-Stone intends to mail copies of the proxy statement/prospectus
describing the terms and conditions of the proposed transaction to holders of
Stone Container's Series E Preferred Stock on September 28, 2000. A special
meeting of the stockholders of Stone Container for the purpose of voting on the
approval of the transaction has been scheduled for October 26, 2000 at the
Company's offices at 150 North Michigan Avenue, Chicago, IL, at 10:00 a.m.
(CST).
Holders of Stone Container's Series E Preferred Stock may obtain a free
copy of the proxy statement/prospectus and other documents filed by Smurfit-
Stone and Stone Container at the Commission's web site or from Smurfit-Stone or
Stone Container by directing such request in writing or by telephone to:
Corporate Secretary, Smurfit-Stone Container Corporation, 150 N. Michigan Ave.,
Chicago, IL, 60601-7568, (312) 346-6600.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sales of securities in
any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state. No
offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
# # #
Smurfit-Stone Container Corporation is the premier manufacturer of paper- and
paperboard-based packaging. Smurfit-Stone holds industry-leading positions in
the production of containerboard (including white-top linerboard and recycled
medium), corrugated containers, industrial bags, and clay-coated recycled
boxboard; and is the world's largest paper recycler. In addition, Smurfit-Stone
is a leading producer of folding cartons, solid bleached sulfate,
<PAGE>
paper tubes and cores, and labels. The company operates more than 300 facilities
worldwide and employs approximately 40,000 people.
# # #
You are urged to read the definitive proxy statement/prospectus, which will be
filed with the Securities and Exchange Commission by Smurfit-Stone Container
Corporation because it will contain important information. The definitive proxy
statement/prospectus (when it is available) will be sent to stockholders of
Stone Container Corporation seeking their approval of the proposed transaction.
You may obtain a free copy of the definitive proxy statement/prospectus (when it
is available) and other documents filed by Smurfit-Stone Container Corporation
(as well as by Stone Container Corporation) with the Commission at the
Commission's web site at www.sec.gov. The definitive proxy statement/prospectus
and these other documents may also be obtained for free by Stone Container
Corporation stockholders by directing a request to: Stone Container Corporation,
North Michigan Avenue, Chicago, Illinois 60601, Attention: Tim McKenna,
telephone: (312) 746-1254, and by Smurfit-Stone Container Corporation
stockholders by directing a request to Smurfit-Stone Container Corporation, 150
North Michigan Avenue, Chicago, Illinois 60601, Attention Tim McKenna,
telephone: (312) 746-1254. Smurfit-Stone Container Corporation and Stone
Container Corporation and their respective directors, executive officers,
employees and certain other persons may be deemed to be participants in the
solicitation of proxies of Stone Container Corporation's stockholders to approve
the proposed merger involving Smurfit-Stone Container Corporation, SCC Merger
Co. and Stone Container Corporation. Such individuals may have interests in the
merger, including as a result of holding options or shares of the companies. A
detailed list of the names, affiliations and interests of the participants in
the solicitation is contained in Smurfit-Stone Container Corporation's proxy
statement/prospectus contained in its registration statement to be filed with
the Commission with respect to the proposed merger involving Smurfit-Stone
Container Corporation, SCC Merger Co. and Stone Container Corporation.
* * * * * * * * * * * *
