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Filed by Smurfit-Stone Container Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Stone Container Corporation
Commission File No. 1-3439
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY SMURFIT-STONE CONTAINER
CORPORATION AND STONE CONTAINER CORPORATION ON OCTOBER 26, 2000.
For Immediate Release Contact: Carrie Doyle 312-580-4865 (investors)
Meg Gallagher 312-580-2289 (media)
Fax 312-580-3486 www.smurfit-stone.com
STONE CONTAINER STOCKHOLDERS APPROVE
SERIES E PREFERRED STOCK TRANSACTION
Transaction Scheduled to Close November 15, 2000
CHICAGO, October 26, 2000 - Smurfit-Stone Container Corporation (Nasdaq: SSCC)
announced today that the stockholders of Stone Container Corporation approved a
proposed merger transaction at a special meeting of the company's stockholders.
Pursuant to the terms of the merger transaction, each share of Stone Container's
$1.75 Series E Cumulative Convertible Exchangeable Preferred Stock, issued and
outstanding immediately prior to the effective time, will be canceled and
converted into the right to receive one share of Smurfit-Stone's 7% Series A
Cumulative Exchangeable Redeemable Convertible Preferred Stock, and $6.4425 in
cash. The transaction is expected to occur on November 15, 2000.
The cash payment represents the amount of accrued and unpaid dividends
payable on each share of Series E Preferred Stock as of the effective time of
the merger transaction, less an amount intended to cover certain transaction
related expenses of $0.12 per share. After the merger transaction is completed,
Series E Preferred stockholders will be sent written instructions for exchanging
their share certificates. When the merger transaction becomes effective, Series
A Preferred Stock will commence trading on a when-issued basis on the Nasdaq
National Market under the symbol "SSCCP."
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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,
paper tubes and cores, and labels. The company operates more than 300 facilities
worldwide and employs approximately 40,000 people.
