<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
Date of Report (Date of
earliest event reported): January 5, 1994
</TABLE>
STONE CONTAINER CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 1-3439 36-2041256
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
</TABLE>
150 North Michigan Avenue, Chicago, Illinois 60601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (312) 346-6600
N/A
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 5. OTHER EVENTS
On January 5, 1994 the Company met with the lenders under its credit
agreements to seek further amendments to such credit agreements. Such
modifications would become effective upon consummation of the Company's proposed
public offerings of senior notes and Common Stock (the "Offerings").
The Company's preliminary prospectus supplements dated January 7, 1994
relating to the Offerings, which include a description of such amendments and
other recent developments, are attached hereto as Exhibits 99.1, 99.2 and 99.3
and are incorporated by reference herein in their entirety.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
The exhibits accompanying this report are listed in the accompanying Exhibit
Index.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STONE CONTAINER CORPORATION
By: _______/s/_LESLIE T. LEDERER______
Leslie T. Lederer
VICE PRESIDENT, SECRETARY
AND COUNSEL
Date: January 7, 1994
3
<PAGE>
EXHIBIT INDEX
The following exhibits are filed herewith as noted below.
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT
- ---------- --------------------------------------------------------------------------------------------
<C> <S> <C>
12 Computation of Ratios of Earnings to Fixed Charges
99.1 Form of Preliminary Prospectus Supplement dated January 7, 1994 relating to the Registrant's
proposed United States offering of Common Stock
99.2 Form of Preliminary Prospectus Supplement dated January 7, 1994 relating to the Registrant's
proposed international offering of Common Stock
99.3 Form of Preliminary Prospectus Supplement dated January 7, 1994 relating to the Registrant's
proposed offering of Senior Notes
</TABLE>
4
<PAGE>
EXHIBIT 12
STONE CONTAINER CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
----------------------------------------------------- --------------------
(DOLLARS IN THOUSANDS) 1988 1989 1990 1991 1992(A) 1993 1992(A)
- ----------------------------------------------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net income (loss).............................. $ 341,786 $ 285,828 $ 95,420 $ (49,149) $(169,910) $(233,450) $ (93,235)
Income tax provision (credit).................. 207,709 195,201 92,786 31,106 (59,424) (113,388) (42,713)
Minority interest in consolidated
subsidiaries.................................. -- 821 5,863 5,799 5,319 2,674 4,072
Preferred stock dividend requirements of
majority owned subsidiary..................... -- (2,810) (3,852) (5,826) (4,713) (4,054) (5,594)
Undistributed (earnings) loss of
non-consolidated subsidiaries................. 3,882 (226) (611) 5,360 6,009 5,549 3,719
Capitalized interest........................... (2,955) (56,820) (64,815) (81,926) (47,395) (9,644) (38,379)
--------- --------- --------- --------- --------- --------- ---------
550,422 421,994 124,791 (94,636) (270,114) (352,313) (172,130)
--------- --------- --------- --------- --------- --------- ---------
FIXED CHARGES:
Interest charges (expensed and capitalized),
amortization of debt discount and debt fees
on all indebtedness......................... 115,759 408,576 487,631 479,732 433,518 320,915 322,770
Interest cost portion of rental expenses
(33 1/3%)................................... 17,622 20,666 25,379 26,890 27,822 21,297 20,447
Preferred stock dividend requirements of
majority owned subsidiary................... -- 2,810 3,852 5,826 4,713 4,054 5,594
--------- --------- --------- --------- --------- --------- ---------
Total fixed charges............................ 133,381 432,052 516,862 512,448 466,053 346,266 348,811
--------- --------- --------- --------- --------- --------- ---------
Earnings before income taxes,
undistributed (earnings) loss of
non-consolidated subsidiaries and fixed
charges (excluding capitalized interest)...... $ 683,803 $ 854,046 $ 641,653 $ 417,812 $ 195,939 $ (6,047) $ 176,681
--------- --------- --------- --------- --------- --------- ---------
Ratio of earnings to fixed charges............. 5.1 2.0 1.2 (b) (c) (c) (c)
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
<FN>
- ------------------------------
(a) Restated to reflect the adoption of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" retroactive to January 1,
1992.
(b) The Company's earnings for the year ended December 31, 1991 were
insufficient to cover fixed charges by $94.6 million. Earnings for 1991
included a nonrecurring pretax gain of $41.8 million associated with the
settlement and termination of a Canadian supply contract and a
nonrecurring pretax gain of $17.5 million relating to an involuntary
conversion at the Company's Missoula, Montana mill. If such nonrecurring
events had not occured, earnings would have been insufficient to cover the
fixed charges by $153.9 million.
(c) The Company's earnings for the nine months ended September 30, 1993 and
1992 and for the year ended December 31, 1992 were insufficient to cover
fixed charges by $352.3 million and $172.1 million and $270.1 million
respectively.
</TABLE>
<PAGE>
Information contained in this prospectus supplement is subject to completion
pursuant to Rule 424 under the Securities Act of 1933. A registration statement
relating to these securities has been declared effective by the Securities and
Exchange Commission pursuant to Rule 415 under the Securities Act of 1933. A
final prospectus supplement and accompanying prospectus will be delivered to
purchasers of these securities. This preliminary prospectus supplement and the
accompanying prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
SUBJECT TO COMPLETION
JANUARY 7, 1994
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus Dated January , 1994)
21,000,000 SHARES
[LOGO]
COMMON STOCK
($.01 PAR VALUE)
Of the 21,000,000 shares of Common Stock offered hereby (the "Common Stock"),
17,500,000 shares are being offered by the U.S. Underwriters in the United
States and Canada (the "U.S. Offering"), and 3,500,000 shares are being offered
by the International Underwriters in a concurrent international offering outside
the United States and Canada (the "International Offering," and collectively
with the U.S. Offering, the "Common Stock Offering"), subject to transfers
between the U.S. Underwriters and the International Underwriters (collectively,
the "Underwriters"). The public offering price and the aggregate underwriting
discount per share are identical for both offerings. See "Underwriting."
Concurrently with the Common Stock Offering, the Company is selling in a public
offering (the "Notes Offering") $500,000,000 aggregate principal amount of its
% Senior Notes due 2001 (the "Notes"). The closing of the Common Stock
Offering and the Notes Offering (collectively, the "Offerings") are conditional
upon one another.
The Common Stock is listed on the New York Stock Exchange under the symbol
"STO". On January 5, 1994, the last reported sale price for the Common Stock, as
reported on the New York Stock Exchange Composite Transactions Tape was $11.25
per share. See "Price Range of Common Stock and Dividend Policy."
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN RISK FACTORS THAT SHOULD BE
CONSIDERED IN CONNECTION WITH THIS OFFERING.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
<S> <C> <C> <C>
Per Share..................................... $ $ $
Total(3)...................................... $ $ $
- -------------------------------------------------------------------------------------------
<FN>
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting offering expenses payable by the Company, estimated to be
$250,000.
(3) The Company has granted to the U.S. Underwriters and International
Underwriters 30 day-options to purchase up to an aggregate of 3,150,000
additional shares of Common Stock at the Price to Public, less Underwriting
Discount, solely to cover over-allotments, if any. If the Underwriters
exercise such option in full, the total Price to Public, Underwriting
Discount and Proceeds to Company will be $ , $ , and $ ,
respectively. See "Underwriting."
</TABLE>
The Common Stock is offered subject to receipt and acceptance by the
Underwriters, to prior sale and to the Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without notice.
It is expected that delivery of the Common Stock will be made against payment
therefor at the office of Salomon Brothers Inc, Seven World Trade Center, New
York, New York or through the facilities of the Depository Trust Company on or
about , 1994.
SALOMON BROTHERS INC
BEAR, STEARNS & CO. INC.
BT SECURITIES CORPORATION
The date of this Prospectus Supplement is , 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
S-2
<PAGE>
PROSPECTUS SUMMARY
THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED INFORMATION AND
FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, APPEARING ELSEWHERE OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND IN THE ACCOMPANYING
PROSPECTUS. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FACTORS SET
FORTH HEREIN UNDER THE CAPTION "RISK FACTORS." CERTAIN CAPITALIZED TERMS USED
HEREIN ARE DEFINED ELSEWHERE IN THIS PROSPECTUS SUPPLEMENT OR IN THE PROSPECTUS.
AS USED HEREIN, THE TERM "COMPANY" INCLUDES STONE CONTAINER CORPORATION, ITS
SUBSIDIARIES AND ITS AFFILIATES, EXCEPT AS THE CONTEXT OTHERWISE MAY REQUIRE.
THE COMPANY
GENERAL
The Company is a major international pulp and paper company engaged
principally in the production and sale of paper, packaging products, and
commodity pulp. The Company believes that it is the world's largest producer of
unbleached containerboard and kraft paper and the world's largest converter of
those products. The Company also believes that it is one of the largest paper
companies in terms of annual tonnage produced. The Company produced 5.0 million
tons and 4.9 million tons of unbleached containerboard and kraft paper in 1992
and 1991, respectively, which accounted for approximately 66% of its total
tonnage produced for both 1992 and 1991. The Company had net sales of
approximately $5.5 billion and $5.4 billion in 1992 and 1991, respectively.
The Company has increased dramatically in size over the past ten years,
primarily through four major acquisitions, including the 1989 acquisition of
Consolidated-Bathurst Inc. (a Canadian corporation, now renamed Stone Container
(Canada) Inc. ("Stone Canada")), and several smaller acquisitions. The
acquisition of Stone Canada increased the Company's market share in its core
business operations and provided the Company with the opportunity to pursue its
strategy to expand its production capacity and sales in international markets.
The Company owns or has an interest in 136 manufacturing facilities in the
United States, 27 in Canada, 15 in Germany, five in France, two in Belgium and
one in each of the United Kingdom and the Netherlands. The facilities include 24
mills. The Company also maintains sales offices in the United States, Canada,
the United Kingdom, Germany, Belgium, France, China and Japan.
RECENT DEVELOPMENTS
PROGRESS OF FINANCIAL PLAN
In 1993, the Company adopted a financial plan designed to enhance the
Company's liquidity, reduce amortization under certain bank credit agreements of
the Company and Stone Canada (the "Credit Agreements") and improve financial
flexibility. The Company completed a major portion of its financial plan during
1993 resulting in net proceeds to the Company and Stone Canada of approximately
$1.0 billion which the Company and Stone Canada used to repay indebtedness under
the Credit Agreements and fund operating losses and working capital needs. These
repayments satisfied the remaining September 1993 amortization of approximately
$118 million, the full 1994 amortization of approximately $409 million and
approximately $21 million of the March 1995 amortization under the Credit
Agreements. The Company had as of January 5, 1994 $60.0 million available for
borrowing out of a total revolving credit commitment of $315.8 million.
The transactions completed in 1993 were as follows:
- the sale in June, 1993 of $150 million of the Company's 12 5/8%
Senior Notes due 1998 and a concurrent private sale of $250
million principal amount of 8 7/8% Convertible Senior
Subordinated Notes due 2000.
- the public offerings in December 1993 by Stone-Consolidated
Corporation, a newly created Canadian subsidiary
("Stone-Consolidated"), of Cdn. $231 million of its common stock
(representing 25.4% of its outstanding common stock), Cdn. $231
million of its 8% Convertible Unsecured Subordinated Debentures
due 2003 and $225 million of its 10.25% Senior Secured Notes due
2000 (the "Stone-Consolidated Transaction"). Stone-Consolidated
now owns all of the Canadian and U.K. newsprint and groundwood
papers assets of the Company and its subsidiaries. The net
proceeds paid by Stone-Consolidated to the Company and Stone
Canada in connection with these offerings approximated $490
million.
S-3
<PAGE>
- the sale of the Company's 49% equity interest in Empaques de
Carton Titan, S.A., a Mexican corrugated container company
("Titan"), two of the Company's short line railroads and a
specialty packaging plant in Sheridan, Arkansas. The proceeds of
these three transactions approximated $125 million.
In connection with the completion of the Stone-Consolidated Transaction, the
Company also received approval from its bank group to extend the maturity date
of its revolving credit facilities from March 1, 1994 to March 1, 1997.
The final stages of the Company's current financial plan are as follows:
- the Offerings, from which the Company expects to use the net
proceeds to (i) prepay approximately $403 million of the remaining
1995 and March 1996 required amortization under the Credit
Agreements (including amortization payments under the Company's
revolving credit facilities reducing the total commitments
thereunder to approximately $224 million); (ii) redeem at par
approximately $98 million plus accrued interest of the Company's
13 5/8% Subordinated Notes due 1995; and (iii) repay
approximately $200 million of the borrowings under the Company's
revolving credit facilities without reducing the commitments
thereunder (or to the extent no borrowings are outstanding, the
Company may retain the balance in cash).
- the completion of a transaction involving a favorable energy
supply agreement relating to the Company's mill in Florence, South
Carolina. The proceeds of this transaction are subject to the
execution of definitive documentation and regulatory approval.
The gross proceeds of this transaction, which are currently
expected to be approximately $100 million, would be utilized to
repay borrowings under the Company's revolving credit facilities
without reducing commitments thereunder (or to the extent no
borrowings are outstanding, the Company may retain the balance in
cash). There can be no assurance, however, that this transaction
will be consummated or that the expected amount of proceeds from
such transaction will be received.
The completion of the Offerings will provide the Company with the following
benefits:
- repayment of all major amortization through the end of 1995
(except for revolving credit facilities relating to receivables
financings which the Company intends to extend or refinance).
- improvement of the Company's liquidity by repaying borrowings
under the revolving credit facility by $200 million (or to the
extent no borrowings are outstanding, the Company may retain the
balance in cash). As of January 5, 1994, the Company had $60.0
million available for borrowing out of a total revolving credit
commitment of $315.8 million.)
- improvement of the Company's financial flexibility through
amendments to the Credit Agreements (see "-- Amendments to Credit
Agreements").
PRODUCTS AND INDUSTRY TRENDS
The markets for products sold by the Company are highly competitive and are
also sensitive to cyclical changes in industry capacity and in the economy, both
of which can significantly influence selling prices and thereby the Company's
profitability. Although the Company has experienced declining product pricing in
all of its product lines over the last several years, the Company believes that
market conditions are present which should permit the Company to realize
improved product pricing in most of its product lines.
The Company implemented a $25 per ton price increase for linerboard
effective October 1, 1993, which raised the transaction price for the base grade
of linerboard to $325 per ton. This increase will not, however, restore prices
for linerboard to the levels present at the beginning of 1993. In addition, the
Company is in the process of final implementation of a corrugated container
price increase. The Company currently expects final implementation to occur in
the first quarter of 1994. As a result of strengthening demand, the Company
announced a further price increase of $30 per ton for linerboard effective in
January 1994. While the Company currently believes that it will implement this
price increase in the early part of 1994, there is little likelihood of
achieving the increase in January
S-4
<PAGE>
1994. There can be no assurance that prices will continue to increase or even be
maintained at present levels, but the Company believes the demand for linerboard
and the converted products produced from linerboard are increasing.
Pricing conditions for newsprint and groundwood paper have been volatile in
recent years. While the industry successfully implemented a price increase in
1992, efforts to maintain an additional price increase in 1993 were
unsuccessful. In 1993, Stone-Consolidated and other industry participants
attempted to balance supply and demand by taking downtime at selected production
facilities. Stone-Consolidated announced a $47.50 per metric ton price increase
for newsprint effective March 1, 1994 in light of recent industry improvements
in supply and demand characteristics. Other major North American producers have
announced similar price increases. There is no assurance, however, that such
price increases will be achieved as scheduled or at all.
Market pulp has also experienced volatile pricing in recent years. The
Company announced a price increase of $40 to $80 per ton in the various grades
of market pulp effective January 1, 1994 in light of improved supply and demand
characteristics in the industry. There is, however, significant world-wide
competition in this product line and no assurances can be given that such price
increases will be realized or maintained.
OPERATING PERFORMANCE
The Company will report a net loss for the full year 1993, which loss will
be greater than the loss incurred for 1992. The Company anticipates that the net
loss for the fourth quarter of 1993 will be within the expectations of paper
industry analysts. The losses incurred in 1993 and in the previous two years had
a severe negative impact on the Company's liquidity. The Company believes,
however, that the implementation of its financial plan significantly improves
the Company's liquidity. As of January 5, 1994, available borrowings under the
Company's revolving credit facilities were $60.0 million and upon consummation
of the Offerings, the Company's cash and available borrowings under such
facilities are expected to increase by approximately $200 million.
The Company believes that demand for its products has recently increased.
Production of linerboard for October and November 1993 versus the similar period
in 1992 increased 9%. The Company also increased its sales of corrugated
products (measured in terms of footage sold) by 4.5% for October and November
1993 versus the similar period in 1992. The production of newsprint and
groundwood papers increased by 2.6% for October and November 1993 versus the
similar periods in 1992. Production of market pulp, however, declined 5.1% for
the comparable period.
AMENDMENTS TO CREDIT AGREEMENTS
In connection with the Offerings, the Company is seeking amendments to the
Credit Agreements. The amendments, which are conditional upon the consummation
of the Offerings and the prepayment of a minimum of $385 million under the
Credit Agreements, contain the following provisions:
- Permit the repayment of borrowings under the revolving credit
facilities without reducing the commitments thereunder (or to
the extent no borrowings are outstanding, the Company may retain
the balance in cash) of up to $200 million with a portion of the
net proceeds from the Offerings.
- Permit the redemption of the Company's 13 5/8% Subordinated
Notes due 1995 with a portion of the net proceeds from the
Common Stock Offering.
S-5
<PAGE>
- Amend the EBITDA (as defined under the Credit Agreements)
covenant to require the Company to meet the following minimum
EBITDA levels:
<TABLE>
<S> <C>
For the quarter ended 3/31/94................. $ 20 million
For the two quarters ended 6/30/94............ $ 55 million
For the three quarters ended 9/30/94.......... $111 million
For the four quarters ended 12/31/94.......... $180 million
For the four quarters ended 3/31/95........... $226 million
For the four quarters ended 6/30/95........... $300 million
For the four quarters ended 9/30/95........... $380 million
For the four quarters ended 12/31/95.......... $457 million
For the four quarters ended 3/31/96........... $567 million
For the four quarters ended 6/30/96........... $657 million
For the four quarters ended 9/30/96........... $735 million
and each four quarter period thereafter....... $822 million
</TABLE>
- Replace the existing cross-default provisions relating to
obligations of $10 million or more
of the Company's separately financed subsidiaries, Seminole Kraft
Corporation ("Seminole Kraft") and Stone Savannah River Pulp &
Paper Corporation ("Stone Savannah"), with cross-acceleration
provisions.
- Reset to zero as of January 1, 1994 the "dividend basket" under
the Credit Agreements which permits payment of dividends on the
Company's capital stock. The dividend basket under the Credit
Agreements as of September 30, 1993 had a deficit amount of
$334.1 million. On an ongoing basis, the dividend basket would be
increased by (a) 100% (rather than the current 50%) of the cash
proceeds of sales of Common Stock (other than proceeds of the
Common Stock Offering, for which no dividend credit would be
received) and permitted preferred stock and (b) 75% (rather than
the current 50%) of Consolidated Net Income (as defined in the
Credit Agreements) from January 1, 1994 and would be decreased by
100% of Consolidated Net Losses (as defined) from January 1,
1994. Additionally, restrictions with respect to dividends on the
Series E Preferred Stock would be modified to mirror the dividend
restrictions in the Company's Senior Subordinated Indenture dated
as of March 15, 1992. This should permit a higher dividend basket
for payment of dividends on the Series E Preferred Stock. See
"Description of Debt Securities -- Additional Terms of the Senior
Subordinated Debt Securities -- Dividend Restrictions" in the
accompanying Prospectus.
- Replace the current prohibition of investments in Stone Venepal
(Celgar) Pulp Inc. with restrictions substantially similar to the
restrictions applicable to the Company's subsidiaries, Stone
Savannah and Seminole Kraft.
For a more complete description of the Credit Agreements, see "Credit
Agreements" in the accompanying Prospectus.
S-6
<PAGE>
THE COMMON STOCK OFFERING
<TABLE>
<S> <C>
Common Stock to be Offered in the United
States and Canada............................ 17,500,000 shares.
Common Stock to be Offered Outside the United
States and Canada............................ 3,500,000 shares.
Common Stock to be Outstanding After the
Offerings.................................... 92,159,622 shares.
Use of Proceeds............................... The net proceeds, estimated at $ , will be used
to repay the Company's indebtedness and for general
corporate purposes. See "Use of Proceeds."
New York Stock Exchange Symbol................ STO.
</TABLE>
S-7
<PAGE>
SUMMARY FINANCIAL DATA
The following Statement of Operations and Balance Sheet Data for the five
years ended December 31, 1992 has been derived from, and should be read in
conjunction with, the related audited consolidated financial statements and
accompanying notes of the Company. The audit report relating to the Company's
1992 consolidated financial statements contains an explanatory paragraph
referring to the March 1, 1994 expiration of the Company's revolving credit
facilities and the Company's financial plan discussed in Note 10 to the
Company's 1992 consolidated financial statements. Effective December 17, 1993,
the Company's revolving credit facilities were extended until March 1, 1997. The
summary financial data for the nine months ended September 30, 1993 and
September 30, 1992 has been derived from the unaudited consolidated financial
statements included in the Company's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1993 and 1992. The summary financial data does not
purport to be indicative of the Company's future results of operations or
financial position.
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER
30,
---------------------------
1993 1992(B)
---------- ----------
(IN THOUSANDS, EXCEPT PER
SHARE DATA AND RATIOS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales.......................... $3,816,509 $4,189,938
Cost of products sold.............. 3,180,906 3,385,299
Selling, general and administrative
expenses.......................... 404,844 406,066
Depreciation and amortization...... 262,100 250,807
Income (loss) before interest
expense, income taxes and
cumulative effects of accounting
changes........................... (35,567) 148,443
Interest expense................... 311,271 284,391
Income (loss) before income taxes
and cumulative effects of
accounting changes................ (346,838) (135,948)
Cumulative effect of change in
accounting for post retirement
benefits (net of income taxes).... (39,544) --
Cumulative effect of change in
accounting for income taxes....... -- (99,527)
Net income (loss).................. (272,994) (192,762)
Income (loss) per common share
before cumulative effects of
accounting changes................ (3.36) (1.38)(d)
Net income (loss) per common
share............................. (3.92) (2.78)(d)
Ratio of earnings to fixed
charges........................... (e) (e)
Dividends paid per common share
(d)............................... -- $ 0.35
Average common shares
outstanding....................... 71,159 70,983(d)
BALANCE SHEET DATA (AT END OF
PERIOD):
Working capital.................... $ 190,622(g) $ 785,202
Property, plant and
equipment-net..................... 3,431,491 3,791,588
Goodwill........................... 912,870 1,020,375
Total assets....................... 6,724,579 7,192,766
Long-term debt..................... 3,782,414(f)(g) 4,042,082(f)
Stockholders' equity............... 738,842 1,296,823
OTHER DATA:
Net cash provided by (used in)
operating activities.............. $ (115,587) $ 46,457
Capital expenditures............... 100,665(h) 195,989(h)
Paperboard, paper and market pulp:
Produced (thousand tons)......... 5,498 5,605
Converted (thousand tons)........ 3,291 3,327
Corrugated shipments (billion sq.
ft.).............................. 39.80 39.30
Consolidated EBITDA (i)............ 226,533 399,250
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
1992(B) 1991 1990 1989(A) 1988
---------- ---------- ---------- ---------- ----------
<S> <C><C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales.......................... $5,520,655 $5,384,291 $5,755,858 $5,329,716 $3,742,489
Cost of products sold.............. 4,473,746 4,285,612 4,421,930 3,893,842 2,618,062
Selling, general and administrative
expenses.......................... 543,519 522,780 495,499 474,438 351,133(c)
Depreciation and amortization...... 334,054 277,534(c) 257,041 237,047 148,072
Income (loss) before interest
expense, income taxes and
cumulative effects of accounting
changes........................... 156,788 379,314 609,873 825,722 657,757
Interest expense................... 386,122 397,357 421,667 344,693 108,262
Income (loss) before income taxes
and cumulative effects of
accounting changes................ (229,334) (18,043) 188,206 481,029 549,495
Cumulative effect of change in
accounting for post retirement
benefits (net of income taxes).... -- -- -- -- --
Cumulative effect of change in
accounting for income taxes....... (99,527) -- -- -- --
Net income (loss).................. (269,437) (49,149) 95,420 285,828 341,786
Income (loss) per common share
before cumulative effects of
accounting changes................ (2.49)(d) (.78)(d) 1.56(d) 4.67(d) 5.58(d)
Net income (loss) per common
share............................. (3.89)(d) (.78)(d) 1.56(d) 4.67(d) 5.58(d)
Ratio of earnings to fixed
charges........................... (e) (e) 1.2 2.0 5.1
Dividends paid per common share
(d)............................... $ 0.35 $ 0.71 $ 0.71 $ 0.70 $ 0.35
Average common shares
outstanding....................... 70,987(d) 63,207(d) 61,257(d) 61,223(d) 61,251(d)
BALANCE SHEET DATA (AT END OF
PERIOD):
Working capital.................... $ 756,964 $ 770,457 $ 439,502 $ 614,433 $ 457,477(c)
Property, plant and
equipment-net..................... 3,703,248 3,520,178 3,364,005 2,977,860 1,275,960
Goodwill........................... 983,499 1,126,100 1,160,516 1,089,817 29,786
Total assets....................... 7,026,973 6,902,852 6,689,989 6,253,708 2,395,038
Long-term debt..................... 4,104,982(f) 4,046,379(f) 3,680,513(f) 3,536,911(f) 765,150
Stockholders' equity............... 1,102,691 1,537,543 1,460,487 1,347,624 1,063,558
OTHER DATA:
Net cash provided by (used in)
operating activities.............. $ 85,557 $ 210,498 $ 451,579(c) $ 315,196(c) $ 453,556(c)
Capital expenditures............... 281,446(h) 430,131(h) 551,986(h) 501,723(h) 136,588
Paperboard, paper and market pulp:
Produced (thousand tons)......... 7,517 7,365 7,447 6,772 4,729
Converted (thousand tons)........ 4,373 4,228 4,241 3,930 3,344
Corrugated shipments (billion sq.
ft.).............................. 51.67 49.18 47.16 41.56 34.47
Consolidated EBITDA (i)............ 490,842 656,848 866,914 1,062,769 805,829
<FN>
- ----------------------------------
(a) The Company acquired Stone Canada in 1989.
(b) Restated to reflect the adoption of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" retroactive to January 1,
1992.
(c) Adjusted to conform with the current financial statement presentation.
(d) Amounts per common share and average common shares outstanding have been
adjusted to reflect a 2% Common Stock dividend issued September 15, 1992.
(e) The Company's earnings for the nine months ended September 30, 1993 and 1992
and the years ended December 31, 1992 and 1991 were insufficient to cover
fixed charges by $352.3 million, $172.1 million and $270.1 million and $94.6
million, respectively.
(f) Includes approximately $539.1 million and $594.9 million as of September 30,
1993 and 1992, respectively, and $584.3 million, $573.3 million, $471.2
million and $267.2 million as of December 31, 1992, 1991, 1990 and 1989,
respectively, of long-term debt of certain consolidated subsidiaries that is
non-recourse to the parent.
(g) At September 30, 1993, $271 million of revolving credit facility borrowings
which were previously due on March 1, 1994 are classified as current
maturities of long-term debt.
(h) Includes approximately $12.4 million and $63.8 million for the nine months
ended September 30, 1993 and 1992, respectively, and $79.1 million, $219.8
million, $245.2 million and $36.8 million for 1992, 1991, 1990 and 1989,
respectively, of expenditures financed through project financings.
(i) "Consolidated EBITDA" means earnings before interest, taxes, depreciation
and amortization. EBITDA is not intended to represent cash flow or any other
measure of performance in accordance with GAAP. The Consolidated EBITDA
presented herein is different than the EBITDA definition in the Company's
Credit Agreements. In calculating EBITDA for purposes of the Credit
Agreements, Seminole Kraft, Stone Savannah and Stone-Consolidated are
accounted for using the equity method of accounting. See "Credit Agreements"
in the accompanying Prospectus.
</TABLE>
S-8
<PAGE>
RISK FACTORS
BEFORE INVESTING, PROSPECTIVE PURCHASERS OF THE NOTES SHOULD CAREFULLY
CONSIDER THE RISK FACTORS SET FORTH BELOW AND THE OTHER INFORMATION SET FORTH
AND INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS.
SIGNIFICANT LEVERAGE AND DEBT SERVICE REQUIREMENTS; LIMITED LIQUIDITY
The Company is significantly leveraged and will continue to be so after
completion of the Offerings. The Company's long-term debt to total
capitalization ratio was 74.3% at September 30, 1993. On a pro forma basis,
after giving effect to the Stone-Consolidated Transaction, the sale of the
Company's 49% equity interest in Titan, and the sale by the Company of its
interest in two short line railroads (the "1993 Fourth Quarter Transactions")
and the Offerings, and the use of the estimated net proceeds therefrom, such
ratio at September 30, 1993 would have been approximately 71.8%. Capitalization,
for purposes of this ratio, includes long-term debt, deferred income taxes,
redeemable preferred stock, minority interests and stockholders' equity. Giving
effect to the 1993 Fourth Quarter Transactions and the Offerings, the amounts of
long-term debt (excluding capitalized lease obligations) outstanding at
September 30, 1993 maturing during the next five years and thereafter are as
follows:
<TABLE>
<CAPTION>
THE COMPANY
EXCLUDING STONE SAVANNAH, NON-RECOURSE
SEMINOLE KRAFT INDEBTEDNESS OF
AND STONE-CONSOLIDATED CERTAIN SUBSIDIARIES(1) TOTAL
--------------------------- ----------------------- -------------
(IN MILLIONS)
<S> <C> <C> <C>
Remainder of 1993......... $ 4.7 $ 33.1 $ 37.8
1994...................... 17.6 54.3 71.9
1995...................... 293.5(2) 54.6 348.1(2)
1996...................... 302.4 67.0 369.4
1997...................... 774.4 68.1 842.5
1998...................... 458.0 137.8 595.8
Thereafter................ 1,587.3 576.9 2,164.2
<FN>
- ------------------------------
(1) Includes indebtedness of Stone Savannah, Seminole Kraft and
Stone-Consolidated. See "-- Credit Agreement Restrictions."
(2) The 1995 maturities include $261.3 million outstanding under Stone
Financial Corporation's and Stone Fin II Receivables Corporation's
revolving credit facilities, which the Company intends to extend or
refinance.
</TABLE>
The Company's income before interest expense and income taxes was
insufficient to cover interest expense for the nine months ended September 30,
1993 and 1992 and for the year ended December 31, 1992 by $346.8 million, $135.9
million and $229.3 million, respectively, and will continue to be insufficient
for at least 1994.
The Company's liquidity and financial flexibility is adversely affected by
continued losses which have resulted in utilization of a significant portion of
its revolving credit facilities (for which the borrowing availability was $60.0
million as of January 5, 1994). The net proceeds from the Offerings will be used
to (i) prepay approximately $403 million of the remaining 1995 and March 1996
required amortization under the Credit Agreements; (ii) redeem at par
approximately $98 million plus accrued interest of the Company's 13 5/8%
Subordinated Notes due 1995; and (iii) repay approximately $200 million of the
borrowings under the Company's revolving credit facilities without reducing the
commitments thereunder (or to the extent no borrowings are outstanding, the
Company may retain the balance in cash). See "Use of Proceeds." The Company is
also expecting to improve its liquidity and financial flexibility through a
transaction involving a favorable energy supply agreement relating to its mill
in Florence, South Carolina, the net proceeds of which would be applied to repay
borrowings under the revolving credit facilities without reducing commitments
thereunder (or to the extent no borrowings are outstanding, the Company may
retain the balance in cash). There can be no assurance, however, that this
transaction will be consummated or that the expected amount of proceeds from
such transaction will be received.
Notwithstanding the improvements in the Company's liquidity and financial
flexibility which will result from the Offerings and which would result from the
proposed energy supply contract transaction, unless the Company achieves
sustained price increases beyond current levels (including announced price
increases which have not yet been fully implemented as described under
"Prospectus Summary -- Recent Developments -- Products and Industry Trends"),
the Company will continue to incur net losses and a deficit in net cash provided
by operating
S-9
<PAGE>
activities. Without such sustained price increases, the Company may exhaust all
or substantially all of its cash resources and borrowing availability under the
revolving credit facilities. In such event, the Company would be required to
pursue other alternatives to improve liquidity, including further cost
reductions, sales of assets, the deferral of postponable capital expenditures,
obtaining additional sources of funds or pursuing the possible restructuring of
its indebtedness. There can be no assurance that such measures, if required,
would generate the liquidity required by the Company to operate its business and
service its indebtedness.
Beginning in 1996 and continuing thereafter, the Company will be required to
make significant amortization payments on its indebtedness which will require
the Company to raise sufficient funds from operations or other sources or
refinance or restructure maturing indebtedness. No assurance can be given that
the Company will be successful in doing so.
ADVERSE INDUSTRY CONDITIONS AND CYCLICAL PRODUCT PRICING
The markets for paper, packaging products and commodity pulp sold by the
Company are highly competitive, and are sensitive to changes in industry
capacity and cyclical changes in the economy, both of which can significantly
impact selling prices and the Company's profitability. The markets for
containerboard and corrugated containers, which represent a substantial portion
of the Company's net sales, generally experienced price declines during the
period since 1990. The Company has, however, successfully implemented a $25 per
ton price increase for containerboard and is in the process of implementing a
price increase in corrugated containers. The Company expects to realize the
benefits of such price increase in the first quarter of 1994. Newsprint and
market pulp prices have also fallen substantially since 1990 due to
supply/demand imbalances. While newsprint prices generally increased in 1992, an
additional price increase announced in 1993 was unsuccessful. The Company has
announced a price increase for newsprint effective March 1, 1994 in light of
strengthening demand for newsprint. Market pulp prices, which had improved
modestly during 1992 from the low prices of 1991, began deteriorating in the
fourth quarter of 1992 and weakened further in 1993. The Company is also in the
process of implementing price increases effective January 1, 1994 for market
pulp of $40 to $80 per ton. There also can be no assurance that announced price
increases for the Company's products can be implemented, that prices for the
Company's products will not decline from current levels or that the Company will
not elect to take further economic downtime.
RECENT LOSSES; NET CASH USED IN OPERATING ACTIVITIES
The Company incurred losses of $233.5 million (before taking into account
the cumulative effect of an accounting change) and $273.0 million (taking into
account such change) for the nine months ended September 30, 1993, $169.9
million (before taking into account the cumulative effect of an accounting
change) and $269.4 million (taking into account such change) in 1992 and $49.1
million in 1991. Net cash used in operating activities totalled $115.6 million
for the nine months ended September 30, 1993, while net cash provided by
operating activities totalled $46.5 million for the nine months ended September
30, 1992. The Company expects the fourth quarter of 1993 will have a deficit in
net cash provided by operating activities. The Company expects to incur a net
loss for the quarter ending December 31, 1993 that will be less than the loss
reported for the third quarter of 1993. See "Selected Consolidated Financial
Data." As a result of the net losses, it has been necessary for the Company to
obtain various amendments and waivers of certain covenants in the Credit
Agreements. See "Credit Agreements" in the accompanying Prospectus. If current
pricing levels for the Company's products do not significantly improve, the
Company will continue to incur losses. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Outlook" in the accompanying
Prospectus.
CREDIT AGREEMENT RESTRICTIONS
All indebtedness under the Credit Agreements is secured by a substantial
portion of the assets of the Company. The Credit Agreements contain certain
restrictions on the Company, including requirements that the Company achieve and
maintain certain financial ratios (including a minimum current ratio, an
indebtedness ratio, minimum "EBITDA" (as defined in the Credit Agreements) and a
tangible net worth test). The restrictions also include, among other things,
limitations on the ability of the Company to incur additional indebtedness, to
create, incur or permit the existence of certain liens, to make guarantees, to
make certain investments, to make aggregate capital expenditures above certain
levels, to make certain payments with respect to its outstanding stock, and to
S-10
<PAGE>
enter into certain types of transactions. In particular, the Credit Agreements
currently prohibit investments in Stone Venepal (Celgar) Pulp Inc., and
Stone-Consolidated. A default by Stone-Consolidated of any of its obligations in
excess of $10 million constitutes a default under the Credit Agreements.
The Credit Agreements also limit in certain specific circumstances any
further investments by the Company in two of its subsidiaries, Seminole Kraft
and Stone Savannah. Stone Savannah and Seminole Kraft have incurred substantial
indebtedness in connection with project financings and are significantly
leveraged. As of September 30, 1993, Stone Savannah had $413.8 million in
outstanding indebtedness (including $280.1 million in secured indebtedness owed
to bank lenders) and Seminole Kraft had $179.8 million in outstanding
indebtedness (including $117.5 million in secured indebtedness owed to bank
lenders). The Company has entered into separate output purchase agreements with
each subsidiary which require the Company to purchase the output of the mills
operated by each subsidiary at rates which are above current market rates until
September 30, 1994 for Seminole Kraft, until December 20, 1994 for linerboard
production at Stone Savannah and until November 14, 1995 for market pulp
production at Stone Savannah. After such dates, the Company is required to
purchase the respective productions at market prices for the remaining terms of
these agreements. At the time that the fixed price provisions of the output
purchase agreements terminate, such subsidiaries may need to undertake
additional measures to meet their debt service requirements, including obtaining
additional sources of funds, postponing or restructuring of debt service
payments or refinancing of the indebtedness. In the event that such measures are
required and are not successful, and such indebtedness is accelerated by the
respective lenders to Stone Savannah or Seminole Kraft, the lenders to the
Company under various of its debt instruments will be entitled to accelerate the
indebtedness owed by the Company. The cross-acceleration provisions in the
Credit Agreements are effective upon the completion of the Offerings. Prior to
the completion of the Offerings, the Credit Agreements contained cross-default
provisions similar to the cross-default provisions mentioned above for
Stone-Consolidated Corporation.
There can be no assurance that the Company will be able to achieve and
maintain compliance with the prescribed financial ratio tests or other
requirements of the Credit Agreements. Failure to achieve or maintain compliance
with such financial ratio tests or other requirements under the Credit
Agreements, in the absence of a waiver or amendment, would result in an event of
default and could lead to the acceleration of the obligations under the Credit
Agreements. The Company has successfully sought and received waivers and
amendments to its Credit Agreements on various occasions since entering into the
Credit Agreements. Most recently, the Credit Agreements were modified to permit
the earnings from the sale of the Company's interest in Titan to be included in
EBITDA (as defined in the Credit Agreements), solely for purposes of satisfying
the minimum EBITDA requirement for the quarter ended December 31, 1993. On
December 17, 1993, the Company obtained approval of amendments to the Credit
Agreements in connection with the Stone-Consolidated Transaction which
permitted, among other things, Stone-Consolidated to grant liens on its property
to the holders of its 10.25% Senior Secured Notes due 2000 and the lenders under
its revolving credit facilities, and restricted Stone-Consolidated's ability to
pay dividends on its capital stock.
In connection with the Offerings, the Company is seeking further amendments
to the Credit Agreements which will, upon the effective date of the Offerings,
amend the Credit Agreements including to change certain financial covenants to
allow the Company to remain in compliance with the Credit Agreements. See
"Recent Developments -- Amendments to Credit Agreements." If further waivers or
amendments are requested by the Company, there can be no assurance that the
Company's bank lenders will again grant such requests. The failure to obtain any
such waivers or amendments would reduce the Company's flexibility to respond to
adverse industry conditions and could have a material adverse effect on the
Company. See "Credit Agreements -- Covenants" in the accompanying Prospectus.
FUTURE ACCESS TO THE CAPITAL MARKETS
Giving effect to the Offerings, the Company will have sold securities on a
number of occasions in the last two years for total proceeds in excess of $2.0
billion. The recent issuance of a substantial amount of securities may make it
difficult, at least in the near future, for the Company to access the capital
markets for further financings and therefore may limit the Company's sources for
future liquidity.
S-11
<PAGE>
ENVIRONMENTAL MATTERS
The Company's operations are subject to extensive environmental regulation
by federal, state and local authorities in the United States and regulatory
authorities with jurisdiction over its foreign operations. Such regulation
requires significant capital expenditures. On December 17, 1993, the
Environmental Protection Agency proposed regulations under the Clean Air Act and
the Clean Water Act for the pulp and paper industry which when implemented would
affect directly many of the Company's facilities. Since the regulations have
only recently been proposed, the Company is currently unable to estimate the
nature or level of future expenditures that may be required to comply. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Financial Condition and Liquidity -- Environmental Issues" in the
accompanying Prospectus. In addition, the Company is from time to time subject
to litigation and governmental proceedings regarding environmental matters in
which injunctive and/or monetary relief is sought. The Company has been named as
a potentially responsible party ("PRP") at a number of sites which are the
subject of remedial activity under the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA" or "Superfund") or comparable state
laws. Although the Company is subject to joint and several liability imposed
under Superfund, at most of the multi-PRP sites there are organized groups of
PRPs and costs are being shared among PRPs. The Company currently believes that
adequate provisions have been established for these sites and that such costs
will not, individually or in the aggregate, have a material adverse effect on
its financial position or future operating results.
DIVIDEND SUSPENSION; LIMITATIONS ON PAYMENT OF DIVIDENDS
Due to limitations and restrictions imposed on the Company under the Credit
Agreements, certain indentures and the Company's recent net losses, the Company
was unable to declare a cash dividend on its Common Stock in the third and
fourth quarters of 1992 and all four quarters of 1993. Whether the Board of
Directors declares any future cash dividends on the Common Stock will depend
upon the Company's future earnings, financial condition and capital needs and
other factors deemed pertinent by the Board of Directors. In addition, the
payment of dividends on the Common Stock will be subject to restrictions and
limitations contained in the Credit Agreements, other credit facilities and
indentures and the Certificate of Incorporation.
The Company is also currently prohibited from paying dividends under the
indenture dated as of March 15, 1992 between the Company and The Bank of New
York, as trustee, relating to senior subordinated indebtedness. At September 30,
1993, the dividend pool under the Company's Senior Subordinated Indenture dated
March 15, 1992 had a deficit of $136.1 million. Such dividend pool will be
reduced by 100% of the net losses for the fourth quarter of 1993 and any
subsequent periods and increased by the aggregate net proceeds received by the
Company from the issuance of Common Stock, including the Common Stock Offering.
At September 30, 1993, the dividend pool under the Credit Agreements had a
deficit of approximately $334.1 million. The dividend pool under the Credit
Agreements will be reset to zero as of January 1, 1994 pursuant to the amendment
to the Credit Agreements which will be effected at the completion of this
offering of Common Stock. See "Recent Developments -- Amendments to Credit
Agreements."
The Company is also prohibited from paying dividends on its Series E
Preferred Stock and has not paid dividends on its Series E Preferred Stock since
May 15, 1993. As of December 31, 1993, accrued and unpaid dividends on the
Series E Preferred Stock aggregated $4.0 million. Unless full cumulative
dividends on the Series E Preferred Stock have been paid or provided for, no
dividends may be paid on the Common Stock. If the Company fails to pay any six
quarterly dividends on the Series E Preferred Stock, then the holders of the
Series E Preferred Stock, voting together as a class, shall have the right to
elect two directors to be added to the Company's board of directors. The
limitations contained in the Credit Agreements pertaining to the payment of
future Series E Preferred Dividends will be based upon the limitation contained
in the Company's Senior Subordinated Indenture dated March 15, 1992. See "Credit
Agreements," "Price Range of Common Stock and Dividend Policy" and "Description
of Capital Stock -- Series E Preferred Stock."
The Company does not intend to pay any dividends on its Common Stock until
such dividends are permitted by the Credit Agreements, the applicable indentures
and the terms of the Series E Preferred Stock and at such time as the Board of
Directors believes that any such payment will not impair the Company's cash
availability for operations and debt service.
S-12
<PAGE>
DILUTION; CONVERSION OF CONVERTIBLE SECURITIES
The 8 7/8% Convertible Senior Subordinated Notes due 2000 (the "8 7/8%
Notes") are convertible into Common Stock at a conversion price of $11.55 per
shares, subject to adjustment in certain events. If all of the 8 7/8% Notes were
converted into Common Stock, an additional 21,645,022 shares of Common Stock
would be issued. No prediction can be made as to the effect, if any, that the
conversion of the 8 7/8% Notes into Common Stock or the fact that the 8 7/8%
Notes are outstanding and unconverted will have on the market price of the
Common Stock prevailing from time to time. The conversion of 8 7/8% Notes into
Common Stock could adversely affect prevailing market prices of the Common
Stock. Certain other securities of the Company are convertible at much higher
conversion prices. The 4,600,000 shares of Series E Preferred Stock are
convertible at the option of the holder into up to 3,388,332 shares of Common
Stock at a conversion price of $33.94, subject to adjustment under certain
conditions. The Company's $115,000,000 aggregate principal amount of 6 3/4%
Convertible Subordinated Debentures due 2007 are convertible at the option of
the holder into up to 3,388,332 shares of Common Stock at a conversion price of
$33.94 per share, subject to adjustment under certain conditions. See
"Description of Capital Stock."
Assuming no conversion of convertible securities, the net tangible book
value per share at September 30, 1993 after giving effect to the 1993 Fourth
Quarter Transactions and prior to giving effect to the Common Stock Offering was
approximately $(9.00) and the net tangible book value per share at September 30,
1993 after giving effect to the estimated net proceeds of the Common Stock
Offering at an assumed offering price of $11.25 per share and the receipt by the
Company of the estimated proceeds therefrom, is approximately $(4.54). The
amount of the increase in net tangible book value per share attributable to the
estimated cash payments to be made by purchasers of the Common Stock is
approximately $4.46 and the amount of the immediate dilution from the public
offering price which will be absorbed by such purchasers is equivalent to the
public offering price since the net tangible book value after giving effect to
the Common Stock Offering is negative.
In December 1993, Stone-Consolidated issued Cdn. $231 million of 8%
Convertible Unsecured Subordinated Debentures due 2003. If all of the 8%
Convertible Unsecured Subordinated Debentures due 2003 are converted to common
shares of Stone-Consolidated, the Company's ownership of the common shares of
Stone-Consolidated would be reduced from 74.6% to 61.1% of the outstanding
shares.
ANTI-TAKEOVER PROVISIONS
The Company's Certificate of Incorporation and the Series D Rights (as
defined) issued pursuant to the Rights Agreement (as defined) contain certain
provisions that could make more difficult or discourage a change in control of
the Company. These provisions are designed to discourage situations in which the
Company is forced to accept a proposal for the takeover of the Company without
ample time to evaluate the proposal and appropriate alternatives and to
encourage anyone contemplating a business combination with the Company to
negotiate directly with the Company on a fair and equitable basis. See
"Description of Capital Stock." However, these provisions may discourage certain
takeover proposals that would permit stockholders to sell or exchange their
equity securities of the Company for an amount that includes a premium over the
then market price for such securities.
S-13
<PAGE>
COMPANY PROFILE
The following is a profile of the Company's products, markets, industry
position, manufacturing facilities and 1992 production and shipment figures:
<TABLE>
<CAPTION>
INDUSTRY MANUFACTURING 1992 PRODUCTION
MARKETS POSITION FACILITIES & SHIPMENTS
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
PAPERBOARD AND CONTAINERBOARD A broad range of Industry leader Production at 16 4.425 million
PAPER PACKAGING AND CORRUGATED manufacturers of mills short tons of
CONTAINERS consumable and container-board
durable goods Converting at produced
and other 106 plants
manufacturers of 51.7 billion
corrugated square feet of
containers. corrugated
containers
shipped
KRAFT PAPER AND Supermarket Industry leader Production at 6 563 thousand
BAGS AND SACKS chains and other mills short tons of
retailers of kraft paper
consumable Converting at 19 produced
products. plants
Industrial and 689 thousand
consumer bags short tons of
sold to the paper bags and
food, sacks shipped
agricultural,
chemical and
cement
industries,
among others.
BOXBOARD, Manufacturers of A major position Production at 2 81 thousand
FOLDING CARTONS consumable in Europe; a mills short tons of
AND OTHER goods, nominal position boxboard and
especially food, in North America Converting at 11 other paperboard
beverage and plants produced
tobacco
products, and 80 thousand
other box short tons of
manufacturers. folding cartons
and partitions
shipped
WHITE PAPER NEWSPRINT Newspaper A major position Production at 6 1.243 million
AND PULP publishers and mills short tons
commercial produced
printers.
UNCOATED Producers of A major position Production at 2 381 thousand
GROUNDWOOD PAPER advertising mills short tons
materials, produced
magazines,
directories and
computer papers.
MARKET PULP Manufacturers of A major position Production at 5 824 thousand
paper products, mills short tons
including fine produced
papers,
photographic
papers, tissue
and newsprint.
WOOD PRODUCTS LUMBER, PLYWOOD Construction and A moderate Production at 18 541 million
AND VENEER furniture position in mills board feet of
industries. North America lumber produced
551 million
square feet of
plywood and
veneer produced
</TABLE>
S-14
<PAGE>
STONE CONTAINER CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1993
Set forth below are the unaudited pro forma condensed consolidated statement
of operations of the Company for the nine months ended September 30, 1993. The
unaudited pro forma condensed consolidated statements of operations includes the
historical results of the Company and gives effect to the Stone-Consolidated
Transaction as if it had occurred as of January 1, 1993. THE PRO FORMA FINANCIAL
DATA DOES NOT PURPORT TO BE INDICATIVE OF THE COMPANY'S RESULTS OF OPERATIONS
THAT WOULD ACTUALLY HAVE BEEN OBTAINED HAD THE STONE-CONSOLIDATED TRANSACTION
BEEN COMPLETED AS OF THE DATE OR FOR THE PERIOD PRESENTED, OR TO PROJECT THE
COMPANY'S RESULTS OF OPERATIONS AT ANY FUTURE DATE OR FOR ANY FUTURE PERIOD. The
unaudited pro forma adjustments are based upon available information and upon
certain assumptions that the Company believes are reasonable. The unaudited pro
forma financial data and accompanying notes should be read in conjunction with
the historical financial information of the Company, including the notes
thereto, included elsewhere in this Prospectus and the Company's Current Report
on Form 8-K dated January 3, 1994, which is incorporated by reference herein.
<TABLE>
<CAPTION>
HISTORICAL
(NOTE 1) PRO FORMA
NINE MONTHS NINE MONTHS
ENDED PRO FORMA ADJUSTMENTS ENDED
SEPTEMBER 30, (NOTE 2) SEPTEMBER 30,
1993 STONE-CONSOLIDATED 1993
-------------- --------------------- --------------
(in millions, except per share data)
<S> <C> <C> <C>
Net sales................................................ $ 3,816.5 $ $ 3,816.5
Operating Costs and Expenses
Cost of products sold.................................... 3,180.9 3,180.9
Selling, general and administrative expenses............. 404.8 404.8
Depreciation and amortization............................ 262.1 262.1
Equity (income) loss from affiliates..................... 5.6 5.6
-------------- ----- --------------
3,853.4 3,853.4
-------------- ----- --------------
Loss from operations..................................... (36.9) (36.9)
Interest expense......................................... (311.3) 15.4(a) (330.1)
(34.2)(b)
Other net................................................ 1.3 (4.2)(c) 3.9
6.8(d)
-------------- ----- --------------
Loss before income taxes and cumulative effect of all
accounting change....................................... (346.9) (16.2) (363.1)
Credit for income taxes.................................. (113.4) (7.8)(e) (121.2)
-------------- ----- --------------
Net loss before cumulative effect of an accounting
change.................................................. $ (233.5) $ (8.4) $ (241.9)
-------------- ----- --------------
-------------- ----- --------------
Loss per share of common stock before cumulative effect
of an accounting change................................. $ (3.36) $ (3.48)
-------------- --------------
-------------- --------------
Weighted average common shares outstanding............... 71.2 71.2
-------------- --------------
-------------- --------------
<FN>
- ------------------------------
(1) Basis of preparation:
The unaudited pro forma condensed consolidated Statement of Operations has
been prepared from and should be read in conjunction with the historical
consolidated financial statements of the Company.
The pro forma condensed consolidated Statement of Operations gives effect to
the following pro forma adjustments as of January 1, 1993.
</TABLE>
h-TM-
S-15
<PAGE>
<TABLE>
<S> <C>
(2) Pro forma adjustments:
(a) To record a reduction to historical interest expense of $15.4 million
as a result of the assumed repayment of certain Credit Agreements
indebtedness.
(b) To record pro forma interest expense and amortization of debt fees of
$30.2 million related to Stone-Consolidated's 10.25% Senior Secured
Notes due 2000 and 8% Convertible Unsecured Subordinated Debentures due
2003 and to record amortization of the amendment fees of $4.0 million
related to the Company's restated Credit Agreements.
(c) To increase the foreign exchange transaction losses by $4.2 million to
reflect the effects of foreign currency revaluation pertaining to
Stone-Consolidated's U.S. denominated 10.25% Senior Secured Notes due
2000, partially offset by the reversal of the historical foreign
exchange transaction losses associated with the U.S. denominated debt
that was repaid.
(d) To record the minority interest share of the net losses of
Stone-Consolidated of $6.8 million for the nine months ended September
30, 1993 based on the pro forma statement of operations of
Stone-Consolidated.
(e) To record the adjustment to income taxes of $7.8 million pertaining to
the interest expense adjustments recorded in note 2(a) and 2(b) and for
the foreign exchange transaction loss adjustment recorded in note 2(c)
using the applicable U.S. and Canadian statutory income tax rates of
39.6 percent and 35.0 percent. The U.S. tax rates include the effects
of state income tax rates.
</TABLE>
S-16
<PAGE>
USE OF PROCEEDS
The net proceeds to the Company from the Offerings are estimated to
aggregate $ million ($ million if the Underwriters' over-allotment option
with respect to the Common Stock Offering is exercised in full). Such proceeds
will be used to repay indebtedness of the Company and for general corporate
purposes, as set forth below. For further information on the interest rate,
maturity and other terms with respect to the Company's indebtedness, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Financial Condition and Liquidity" and "Credit Agreements" in the
accompanying Prospectus.
The sources and uses of funds in connection with the Offerings are estimated
to be as follows:
<TABLE>
<CAPTION>
(IN
MILLIONS)
<S> <C>
SOURCES:
Notes..................................................................................... $ 500.0
------------
Common Stock Offering..................................................................... 236.3
------------
TOTAL:...................................................................................... $ 736.3
------------
------------
USES:
Prepayment of Credit Agreements amortization.............................................. $ 403.1
Redemption of 13 5/8% Subordinated Notes due 1995 (plus accrued interest)................. 100.0
General Corporate Purposes (1)............................................................ 233.2
------------
TOTAL:...................................................................................... $ 736.3
------------
------------
<FN>
- ------------------------------
(1) Includes repayments of borrowings under the revolving credit facilities
which can be reborrowed and fees and expenses of the Offerings.
</TABLE>
S-17
<PAGE>
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Company's Common Stock is traded on the New York Stock Exchange under
the symbol "STO." The quarterly per share price ranges for the Common Stock on
the New York Stock Exchange and cash dividends paid since January 1, 1990 were
as follows:
<TABLE>
<CAPTION>
CASH
HIGH LOW DIVIDEND
-------- -------- --------
<S> <C> <C> <C>
CALENDAR 1990
First Quarter............................... $25- 1/4 $20- 1/4 $.18
Second Quarter.............................. 22 16 .18
Third Quarter............................... 17- 5/8 10 .18
Fourth Quarter.............................. 12- 7/8 8- 1/2 .18
CALENDAR 1991
First Quarter............................... $19 $ 9 $.18
Second Quarter.............................. 24- 5/8 14- 1/4 .18
Third Quarter............................... 22- 5/8 16- 7/8 .18
Fourth Quarter.............................. 26 17- 5/8 .18
CALENDAR 1992
First Quarter............................... $32- 5/8 $24- 1/2 $.18
Second Quarter.............................. 29- 3/8 22- 1/2 .18
Third Quarter (1)........................... 25- 3/8 14- 3/8 0
Fourth Quarter.............................. 19- 1/2 12- 1/2 0
CALENDAR 1993
First Quarter............................... $19- 1/2 $13- 1/8 $ 0
Second Quarter.............................. 14 6- 3/8 0
Third Quarter............................... 9- 1/4 6- 1/2 0
Fourth Quarter.............................. 12- 3/8 6- 7/8 0
CALENDAR 1994
First Quarter through January 5, 1994....... 11- 1/4 10- 1/8
<FN>
- ------------------------
(1) On September 15, 1992, the Company paid a 2% stock dividend (approximately
1.4 million shares) to record holders of its Common Stock as of August 25,
1992. The amounts set forth in the table for the periods prior to August 15,
1992 have not been restated to reflect such stock dividend.
</TABLE>
On January 5, 1994, the reported closing price for the Common Stock on the
NYSE Composite Tape was $11.25 per share.
Due to limitations and restrictions imposed on the Company under the Credit
Agreements (including those described below) and the Company's recent net
losses, the Company was unable to declare a cash dividend on its Common Stock in
the third and fourth quarters of 1992 and all four quarters of 1993. Whether the
Board of Directors declares any future cash dividends will depend upon the
Company's future earnings, financial condition and capital needs and other
factors deemed pertinent by the Board of Directors, and will be subject to
restrictions and limitations contained in the Company's Credit Agreements and
other credit facilities and indentures. See "Credit Agreements." The Company
does not intend to pay any dividends on its Common Stock until such dividends
are permitted by the Credit Agreements and at such time as it believes that any
such payment will not impair the Company's cash availability for operations and
debt service.
The most restrictive limitation on the payment of cash dividends is
currently contained in the Credit Agreements. The Credit Agreements provide that
the Company's dividend payments, distributions or purchases of any class of
capital stock of the Company or its subsidiaries cannot exceed the sum of $50
million, plus (i) 50% of the consolidated net income (as defined in the Credit
Agreements) of the Company from April 1, 1991 to the date of payment of such
dividends, minus (ii) 100% of the consolidated net loss (as defined in the
Credit Agreements) of the Company from April 1, 1991 to the date of payment of
such dividends, plus (iii) 50% of the net cash proceeds from
S-18
<PAGE>
sales of Common Stock or certain preferred stock of the Company from April 1,
1991 to any date of payment of such dividends. The Credit Agreements also
provide that, with respect to the first cash dividend to be declared after
September 1, 1992, such declaration cannot be made unless the unused portion of
the revolving credit facilities (net of any unused portion required to be
reserved for capital expenditures) is at least equal to $96 million plus the
amount of such cash dividend. At September 30, 1993, the dividend pool under the
Credit Agreements had a deficit of approximately $334.1 million. See "Credit
Agreements."
Following consummation of the Offerings, the dividend pool will be reset to
zero as of January 1, 1994 and other restrictions will be liberalized. See
"Recent Developments -- Amendments to Credit Agreements."
The Company is also currently prohibited from paying dividends under the
Indenture dated as of March 15, 1992 between the Company and The Bank of New
York, as trustee relating to senior subordinated indebtedness. At September 30,
1993, the dividend pool under such indenture was negative $136.1 million. Such
dividend pool will be reduced by 100% of the net losses for the fourth quarter
of 1993 and any subsequent periods and increased by the aggregate net proceeds
received by the Company from the issuance of Common Stock, including the Common
Stock offering. In addition, the indentures relating to the Company's
outstanding senior indebtedness, other senior subordinated indebtedness and the
13 5/8% Notes contain restrictions on the Company's ability to pay dividends.
The 13 5/8% Subordinated Notes due 1995 will be redeemed from the proceeds of
the Common Stock Offering. See "Description of Debt Securities -- Particular
Terms of the Senior Debt Securities -- Certain Covenants -- Dividend
Restrictions" and "-- Additional Terms of the Senior Subordinated Debt
Securities -- Dividend Restrictions" in the accompanying Prospectus.
S-19
<PAGE>
CAPITALIZATION
The following table sets forth a summary of the short-term debt and
capitalization of the Company, on a consolidated basis at September 30, 1993, as
adjusted to give effect to the 1993 Fourth Quarter Transactions and the
application of the estimated net proceeds therefrom to reduce indebtedness under
the Credit Agreements and as further adjusted to give effect to the Offerings
and the application of the estimated net proceeds therefrom to reduce
indebtedness.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1993
---------------------------------------------
AS ADJUSTED
FOR AS FURTHER
THE 1993 ADJUSTED FOR
FOURTH QUARTER THE
ACTUAL TRANSACTIONS OFFERINGS
----------- -------------- ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Short-term debt:
Notes payable................................................................... $ 12,116 $ 12,116 $ 12,116
Current maturities of long-term debt............................................ 757,731 77,921 77,921
----------- -------------- ------------
Total short-term debt......................................................... $ 769,847 $ 90,037 $ 90,037
----------- -------------- ------------
----------- -------------- ------------
Long-term debt:
Senior debt:
Credit Agreements other than revolving credit facilities...................... $ 1,482,800 $ 1,156,067(a) $ 854,931(b)
Less: Current maturities...................................................... (408,810) -- --
Revolving credit facilities................................................... 271,000 121,761(c) --(d)
Less: Current maturities...................................................... (271,000) --(e) --
12 5/8% Senior Notes due July 15, 1998........................................ 150,000 150,000 150,000
11 7/8% Senior Notes due December 1, 1998..................................... 238,859 238,859 238,859
% Senior Notes due 2001................................................... -- -- 500,000
4% -- 11 5/8% fixed rate debt and other variable rate debt (including
capitalized lease obligations)............................................... 279,948 307,355 307,355
Obligations under accounts receivable securitization programs................. 261,300 261,300 261,300
Less: Current maturities........................................................ (18,483) (18,483) (18,483)
----------- -------------- ------------
Total senior long-term debt................................................... 1,985,614 2,216,859 2,293,962
----------- -------------- ------------
Subordinated debt:
10 3/4% Senior Subordinated Notes due June 15, 1997........................... 150,000 150,000 150,000
11% Senior Subordinated Notes due August 15, 1999............................. 125,000 125,000 125,000
11 1/2% Senior Subordinated Notes due September 1, 1999....................... 230,000 230,000 230,000
10 3/4% Senior Subordinated Debentures due April 1, 2002...................... 199,095 199,095 199,095
8 7/8% Convertible Senior Subordinated Notes due July 15, 2000................ 248,429 248,429 248,429
13 5/8% Subordinated Notes due June 1, 1995................................... 98,114 98,114 --
12 1/8% Subordinated Debentures due September 15, 2001 (f).................... 92,110 92,110 92,110
6 3/4% Convertible Subordinated Debentures due February 15, 2007.............. 115,000 115,000 115,000
Variable Rate Subordinated Note due January 16, 1994.......................... 4,875 4,875 4,875
Less: Current maturities........................................................ (4,875) (4,875) (4,875)
----------- -------------- ------------
Total subordinated long-term debt............................................. 1,257,748 1,257,748 1,159,634
----------- -------------- ------------
Debt of consolidated subsidiaries (non-recourse to parent)...................... 593,615 991,865 991,865
Less: Current maturities........................................................ (54,563) (54,563) (54,563)
----------- -------------- ------------
Total long-term debt of consolidated subsidiaries (non-recourse to parent).... 539,052 937,302 937,302
----------- -------------- ------------
Total long-term debt.......................................................... 3,782,414 4,411,909 4,390,898
----------- -------------- ------------
Stockholders' equity:
$1.75 Series E Cumulative Convertible Exchangeable Preferred Stock (4,600,000
shares, $25 per share liquidation preference).................................. 114,983 114,983 114,983
Common Stock.................................................................... 648,650 571,376(g) 793,185(h)
Retained earnings............................................................... 219,020 238,020(i) 238,020
Foreign currency translation adjustment......................................... (238,068) (238,068) (238,068)
Unamortized expense of restricted stock plan.................................... (5,723) (5,723) (5,723)
----------- -------------- ------------
Total stockholders' equity.................................................... 738,862 680,588 902,397
----------- -------------- ------------
Total capitalization.......................................................... 4,521,276 5,092,497 5,293,295
----------- -------------- ------------
Total short-term debt and capitalization...................................... $ 5,291,123 $ 5,182,534 $ 5,383,332
----------- -------------- ------------
----------- -------------- ------------
</TABLE>
SEE FOOTNOTES ON THE FOLLOWING PAGE
S-20
<PAGE>
- ------------------------------
(a) Reflects the prepayment of $326.7 million as a result of the 1993 Fourth
Quarter Transactions.
(b) Reflects the prepayment of approximately $301.1 million as a result of the
Offerings.
(c) Reflects the repayment of $149.2 million as a result of the 1993 Fourth
Quarter Transactions.
(d) Reflects the repayment of $121.8 million as a result of the Offerings. Upon
consummation of the Offerings, the Company will have no borrowings under its
total revolving credit facilities commitments of $224.0 million.
(e) As a result of the December 17, 1993 amendment to the Credit Agreements, the
maturity of the Company's revolving credit facility was extended from March
1, 1994 to March 1, 1997.
(f) Obligations of Stone-Southwest, Inc., a wholly-owned subsidiary of the
Company.
(g) The Stone-Consolidated Transaction resulted in a charge to Common Stock of
approximately $77.3 million.
(h) The Common Stock Offering assumes the issuance of 21,000,000 shares at a
price of $11.25 per share with issuance costs of approximately $14.4
million.
(i) The 1993 Fourth Quarter Transactions resulted in an after-tax gain of
approximately $19.0 million.
S-21
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the U.S. Underwriting
Agreement among the Company and Salomon Brothers Inc, Bear, Stearns & Co. Inc.
and BT Securities Corporation, as representatives of the several U.S.
Underwriters, (the "U.S. Representatives") the Company has agreed to sell to the
U.S. Underwriters, and the U.S. Underwriters have severally agreed to purchase,
the respective number of shares of Common Stock set forth opposite their names
below.
<TABLE>
<CAPTION>
SHARES OF
U.S. UNDERWRITER COMMON STOCK
- ------------------------------------------------------------------------------- ---------------
<S> <C>
Salomon Brothers Inc...........................................................
Bear, Stearns & Co. Inc........................................................
BT Securities Corporation......................................................
---------------
Total.................................................................... 17,500,000
---------------
---------------
</TABLE>
The U.S. Underwriting Agreement provides that the obligations of the U.S.
Underwriters are subject to certain conditions precedent and that the U.S.
Underwriters will be obligated to purchase all of the Common Stock offered in
the U.S. Offering if any is purchased. It is a condition precedent to the U.S.
Underwriters' obligations to purchase the Common Stock offered in the U.S.
Offering pursuant to the U.S. Underwriting Agreement that the sale of the Notes
by the Company occur simultaneously.
The U.S. Representatives have advised the Company that they propose
initially to offer the Common Stock directly to the public at the public
offering price set forth on the cover page of this Prospectus Supplement and to
certain dealers at such price less a concession not in excess of $. per share.
The U.S. Underwriters may allow, and such dealers may reallow, a concession not
in excess of $. per share on sales to certain other dealers. After the initial
offering, the public offering price and concessions to dealers may be changed.
The Company has granted to the U.S. Underwriters and the international
managers of the International Offering ("International Managers") options to
purchase up to an additional 2,625,000 shares and 525,000 shares of Common
Stock, respectively, at the initial offering price less the aggregate
underwriting discounts and commissions. Either or both options may be exercised
at any time up to 30 days after the date of this Prospectus Supplement. The
Company has entered into an International Underwriting Agreement with the
International Managers providing for the concurrent offer and sale of 3,500,000
shares of Common Stock in Europe. The offering price and aggregate underwriting
discounts and commissions per share for the two Common Stock Offerings are
identical. The closing of the U.S. Offering is a condition to the closing of the
International Offering, and vice versa. The representatives of the International
Managers are Salomon Brothers International Limited, Bear Stearns International
Limited, and Bankers Trust International PLC.
The U.S. Underwriters and the International Managers have entered into an
Agreement Between Underwriters and Managers pursuant to which each U.S.
Underwriter has agreed that, as part of the distribution of the shares of Common
Stock offered in the U.S. Offering and subject to certain exceptions, (a) it is
not purchasing any such shares for the account of an International Person (as
defined below), (b) it has not offered or sold, and will not offer, sell, resell
or deliver, directly or indirectly, any shares of Common Stock or distribute any
prospectus relating to the Common Stock to anyone other than a U.S. or Canadian
Person (as defined below) and (c) any dealer to whom it may sell any of the
shares of Common Stock will represent and agree that it will comply with the
restrictions set forth in (a) and (b) and will not offer, sell, resell or
deliver, directly or indirectly, any of the shares or distribute any prospectus
relating to the Common Stock to any other dealer who does not so represent and
agree. In addition, pursuant to the Agreement Between Underwriters and Managers,
each International Manager has agreed that, as part of the distribution of the
shares of Common Stock offered in the International Offering and subject to
certain exceptions, (a) it is not purchasing any such shares for the account of
anyone other than an International Person, (b) it has not offered or sold, and
will not offer, sell, resell or deliver, directly or indirectly, any shares of
Common Stock or distribute any prospectus relating to the Common Stock to anyone
other than an International Person and (c) any dealer to whom it may sell any of
the shares of Common Stock will represent and agree that it will comply
S-22
<PAGE>
with the restrictions set forth in (a) and (b) and will not offer sell, resell
or deliver, directly or indirectly, any of the shares or distribute any
prospectus relating to the Common Stock to any other dealer who does not so
represent and agree.
The foregoing limitations do not apply to stabilization transactions or to
transactions among the U.S. Underwriters and the International Managers pursuant
to the Agreement Between Underwriters and Managers. As used herein, "United
States" means the United States of America (including the District of Columbia)
and its territories, its possessions and other areas subject to its
jurisdiction, "Canada" means Canada, its provinces, territories, possessions and
other areas subject to its jurisdiction, and "U.S. or Canadian Person" means a
citizen or resident of the United States or Canada, a corporation, partnership
or other entity created or organized in or under the laws of the United States
or Canada or any political subdivision thereof, or any estate or trust the
income of which is subject to United States or Canadian income taxation,
regardless of its source (other than a foreign branch of such entity) and
includes any United States or Canadian branch of a person other than a U.S. or
Canadian Person. As used herein, the term "International Person" means any
person, corporation, partnership or other entity which is not a U.S. or Canadian
Person.
Pursuant to the Agreement Between Underwriters and Managers, sales may be
made between the U.S. Underwriters and the International Managers of such number
of shares of Common Stock as may be mutually agreed. The price of any shares so
sold shall be the initial public offering price, less an amount not greater than
the selling concession. To the extent that these are sales between the U.S.
Underwriters and the International Managers, pursuant to the Agreement Between
Underwriters and Managers; the number of shares initially available for sale by
the U.S. Underwriters or by the International Managers may be more or less than
the amount specified on the cover page of this Prospectus Supplement.
The Company has agreed to indemnify the Underwriters against certain civil
liabilities, including certain liabilities under the Securities Act of 1933, as
amended (the "Act").
The Company has agreed that, for a period of 180 days from the date of the
issuance of the Common Stock, without the consent of Salomon Brothers Inc,
acting on behalf of the Underwriters, neither the Company nor any subsidiary of
the Company (except in limited circumstances) will (i) file with the Securities
and Exchange Commission or publicly announce its intent to file any registration
statement under the Act or pre-effective amendment to any registration statement
under the Act relating to Common Stock (other than the Common Stock offered
hereby) or (ii) enter into any agreement for or consummate the sale of, or
publicly announce its intent to sell, any Common Stock (other than the Common
Stock offered hereby).
Each of Salomon Brothers Inc, Bear, Stearns & Co. Inc. and BT Securities
Corporation from time to time perform investment banking and other financial
advisory services for the Company for which they receive customary compensation.
Bankers Trust Company ("Bankers Trust"), an affiliate of BT Securities
Corporation, is the agent and a lender under the Credit Agreements. To the
extent that Bankers Trust is a lender under the Company's credit facilities, it
would receive its pro rata share of the net proceeds of the sale of the Notes
hereunder. Bankers Trust is also the indenture trustee for the Company's 11 1/2%
Senior Subordinated Notes due September 1, 1999.
LEGAL MATTERS
The validity of the Notes offered hereby will be passed upon for the Company
by Leslie T. Lederer, Vice President, Secretary and Counsel of the Company (who
owns approximately 15,900 shares of Common Stock) and by Sidley & Austin,
Chicago, Illinois. Certain legal matters will be passed upon for the
Underwriters by Cleary, Gottlieb, Steen & Hamilton, New York, New York.
S-23
<PAGE>
PROSPECTUS
[LOGO] STONE CONTAINER CORPORATION
SENIOR DEBT SECURITIES
SENIOR SUBORDINATED DEBT SECURITIES
SUBORDINATED DEBT SECURITIES
COMMON STOCK
------------------
Stone Container Corporation (the "Company") may offer from time to time in
one or more series up to $1 billion aggregate initial offering price of (i) its
unsecured debt securities (the "Debt Securities"), which may be either senior
(the "Senior Debt Securities"), senior subordinated (the "Senior Subordinated
Debt Securities") or subordinated ("Subordinated Debt Securities"), and (ii)
shares of its common stock (the "Common Stock"). The Debt Securities and the
Common Stock (together, the "Securities") may be offered separately or together,
in separate series, in amounts, at prices and on terms to be determined at the
time of sale and set forth in one or more supplements to this Prospectus (a
"Prospectus Supplement").
The Senior Debt Securities will rank equally in right of payment with all
other Senior Indebtedness (as defined) of the Company. The Senior Subordinated
Debt Securities will be subordinated in right of payment to all Senior
Indebtedness of the Company and senior in right of payment to all Junior
Subordinated Indebtedness (as defined). The Subordinated Debt Securities will be
subordinated in right of payment to Senior Indebtedness and Senior Subordinated
Indebtedness (as defined). If Debt Securities are offered, the Prospectus
Supplement will set forth the terms of such Debt Securities, including the
specific designation, aggregate principal amount, authorized denominations, any
premium, any interest rate (which may be fixed or variable), maturity, any
interest payment dates, any optional or mandatory redemption terms, any sinking
fund provisions, any subordination or conversion terms, the initial public
offering price and any other terms of the offering.
If Common Stock is offered, the Prospectus Supplement will set forth the
number of shares, the initial public offering price and any other terms of the
offering.
This Prospectus also relates to an indeterminate number of shares of the
Company's Common Stock, because the Company may elect to issue Senior
Subordinated Debt Securities that are convertible into Common Stock. If such
convertible Debt Securities are offered, the Prospectus Supplement will set
forth the terms by which such Debt Securities offered thereby may be converted
into shares of Common Stock.
The Securities may be sold (i) through underwriting syndicates represented
by managing underwriters, or by underwriters without a syndicate, such
underwriters to be designated at the time of sale; (ii) through agents
designated from time to time; or (iii) directly by the Company. See "Plan of
Distribution." The names of any underwriters or agents of the Company involved
in the sale of the Securities, and any applicable commissions or discounts, will
be set forth in the corresponding Prospectus Supplement. The net proceeds to the
Company from such sale also will be set forth in the corresponding Prospectus
Supplement.
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN RISK FACTORS THAT SHOULD BE
CONSIDERED IN CONNECTION WITH THIS OFFERING.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is January 7, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following regional offices of
the Commission: Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 13th Floor, Seven World Trade Center, New York, New
York 10048. Copies of such materials may be obtained from the Public Reference
Branch of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. In addition, such reports, proxy statements and other
information can be inspected at the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005, on which exchange the Common Stock of the
Company is listed.
The Company has filed with the Commission in Washington, D.C. a Registration
Statement under the Securities Act of 1933, as amended (the "Act"), with respect
to the Securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, as permitted by the rules
and regulations of the Commission. For further information pertaining to the
Company and the Securities offered hereby, reference is made to the Registration
Statement and the exhibits thereto, which may be examined without charge at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies thereof may be obtained from the Public
Reference Branch of the Commission upon payment at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed by the Company with the
Commission are incorporated by reference in this Prospectus:
(a) the Company's Annual Report on Form 10-K for the year ended December
31, 1992, as amended by Form 8 dated April 9, 1993 and as further amended by
Form 10-K/A-1 dated June 24, 1993;
(b) the Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1993, June 30, 1993 and September 30, 1993;
(c) the Company's Current Reports on Form 8-K dated January 8, 1993,
April 15, 1993, June 24, 1993, July 7, 1993, July 26, 1993, September 30,
1993, January 3, 1994 and January 5, 1994; and
(d) the description of the Rights (as defined herein) contained in the
Company's Registration Statement on Form 8-A dated July 27, 1988, as amended
by Form 8 dated August 2, 1990.
All documents filed by the Company pursuant to Section 13(a), 14 or 15(d) of
the Exchange Act after the date of this Prospectus and prior to the termination
of the offering of the Securities contemplated hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated by reference or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for all purposes of this Prospectus to
the extent that a statement contained herein or in any subsequently filed
document which also is incorporated or deemed to be incorporated by reference
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 Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of such
person, a copy of any and all of the documents referred to above which have been
or may be incorporated in this Prospectus by reference, other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
therein. Requests for such copies should be directed to: Investor Relations
Department, Stone Container Corporation, 150 North Michigan Avenue, Chicago,
Illinois 60601; telephone number (312) 346-6600.
2
<PAGE>
THE COMPANY
GENERAL
The Company is a major international pulp and paper company engaged
principally in the production and sale of paper, packaging products and
commodity pulp. The Company believes that it is the world's largest producer of
unbleached containerboard and kraft paper and the world's largest converter of
those products. The Company also believes that it is one of the largest paper
companies in terms of annual tonnage produced. The Company produced 5.0 million
tons and 4.9 million tons of unbleached containerboard and kraft paper in 1992
and 1991, respectively, which accounted for approximately 66% of its total
tonnage produced for both 1992 and 1991. The Company had net sales of
approximately $5.5 billion and $5.4 billion in 1992 and 1991, respectively. As
used herein, the term "Company" includes Stone Container Corporation, its
subsidiaries and its affiliates, except as the context otherwise may require.
The Company has increased dramatically in size over the past ten years,
primarily through four major acquisitions, including the 1989 acquisition of
Consolidated-Bathurst Inc. (a Canadian corporation, now renamed Stone Container
(Canada) Inc. ("Stone Canada")), and several smaller acquisitions. The
acquisition of Stone Canada increased the Company's market share in its core
business operations and provided the Company with the opportunity to pursue its
strategy to expand its production capacity and sales in international markets.
OPERATIONS
The following table presents actual annual mill production capacity of the
Company at December 31, 1992 and at December 31, 1991:
<TABLE>
<CAPTION>
PAPERBOARD AND PAPER
WHITE PAPER AND PULP
PACKAGING TOTAL
-------------------- -------------------- --------------------
1992 1991 1992 1991 1992 1991
--------- --------- --------- --------- --------- ---------
(IN THOUSANDS OF SHORT TONS)(A)
<S> <C> <C> <C> <C> <C> <C>
United States.............................................. 4,572 4,456 847 838 5,419 5,294
Canada..................................................... 436 414 1,783 1,730 2,219 2,144
Europe..................................................... 310 294 306 315 616 609
Other...................................................... 58 45 -- -- 58 45
--------- --------- --------- --------- --------- ---------
5,376 5,209 2,936 2,883 8,312 8,092
--------- --------- --------- --------- --------- ---------
<FN>
- ------------------------
(a) Includes 25% of production capacity of the Celgar mill, 49% of the
facilities of Empaques de Carton Titan, S.A. and 100% of Seminole Kraft and
Stone Savannah River mills.
</TABLE>
The paperboard and paper packaging segment of the Company's business
includes the manufacture of linerboard, corrugating medium and kraft paper,
among other products. Linerboard and corrugating medium are the basic materials
used in the manufacture of corrugated containers. Kraft paper is primarily used
to produce paper bags and sacks. The Company's principal customers for
linerboard, corrugating medium and kraft paper are its corrugated container
division and its bag divisions. In 1992 and 1991, those divisions consumed
approximately 88% and 87%, respectively, of the Company's aggregate production
of linerboard, corrugating medium and kraft paper.
The Company has more than 100 board converting operations, which produced
and shipped approximately 51.7 billion square feet and 49.2 billion square feet
of corrugated containers in 1992 and 1991, respectively. Corrugated shipments by
U.S. facilities were approximately 12% of the total U.S. industry shipments in
both 1992 and 1991. Corrugated containers are sold in a broad range of markets.
The Company operates 19 kraft paper converting facilities, which shipped
approximately 689 thousand tons and 735 thousand tons of paper bags and sacks
nationwide in 1992 and 1991, respectively. These shipments represented
approximately 34% and 35% of the total U.S. industry shipments for 1992 and
1991, respectively. The Company believes that it is the leading North American
producer of paper bags and sacks. Kraft paper is converted at the Company's
plants into grocery bags and sacks, merchandise bags and multiwall shipping
sacks. Grocery
3
<PAGE>
bags and sacks are sold primarily to supermarket chains; merchandise bags are
sold primarily to retailers of consumer products; and multiwall shipping sacks
are sold to the agricultural, chemical and cement industries, among others.
Wood fiber, particularly from wood chips, and waste paper constitute the
basic raw materials for linerboard, corrugating medium, unbleached kraft paper,
newsprint, groundwood paper and market pulp. Wood fiber resources are available
within economic proximity of the mills and the Company has not experienced any
significant difficulty in obtaining such resources, although environmental
concerns in the Pacific Northwest (including the designation of the spotted owl
as a threatened species) have reduced the supply of wood in that region.
Consistent with its strategy to obtain long-term wood fiber sources without the
costs associated with land ownership, the Company sold approximately 329
thousand acres of timberland during the years 1988 through 1992. This acreage
had been owned by Southwest Forest Industries, Inc., now named Stone Southwest,
Inc., which was acquired by the Company in 1987. At December 31, 1992, the
Company had approximately 14 thousand and 343 thousand acres of private fee
timberland in the United States and Canada, respectively. The Company assists
certain landowners in the Southeastern United States in managing approximately
2.0 million acres of timberland.
Recycled fiber, one of the Company's principal raw material components along
with wood fiber, must be purchased in a price sensitive market. The Company
believes that the demand for recycled fiber will increase and expects that the
cost of purchasing recycled fiber will also increase as a result of increased
demand and market conditions. As a result of the recognition of greater recycled
fiber utilization in the United States, the Company and WMX (formerly Waste
Management of North America) have formed a joint venture, Paper Recycling
International, L.P., which will assist the Company in the procurement of waste
fiber.
The Company's business is not dependent upon a single customer or upon a
small number of major customers. The loss of any one customer would not have a
material adverse effect on the Company.
The Company's products and the raw materials needed to manufacture those
products have historically exhibited price and demand cyclicality. Cyclical
economic factors such as growth in the economy generally, interest rates,
unemployment levels and fluctuations in currency exchange rates have had a
significant impact on prices and sales of the Company's products. The
availability and cost of wood fiber, including wood chips, and waste paper may
be subject to substantial variation, depending upon economic, political and
conservation considerations.
As of December 31, 1992, the Company had approximately 31,200 employees, of
whom approximately 21,900 were employees of U.S. operations and the remainder
were employees of foreign operations. Of those in the United States,
approximately 13,900 are union employees.
At March 1, 1993, the Company's founders and individual members of their
families, in the aggregate but not as a group, owned approximately 13.5 million
shares of the Company's Common Stock, constituting approximately 19% of the
approximately 71 million then-outstanding shares of Common Stock.
The Company is incorporated in Delaware and its Common Stock is listed on
the New York Stock Exchange. The Company's executive offices are located at 150
North Michigan Avenue, Chicago, Illinois 60601; telephone number (312) 346-6600.
USE OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement, the net proceeds to
be received by the Company from the sale of the Securities will be used to repay
indebtedness outstanding under the Company's Credit Agreements or to refinance
certain indebtedness as permitted thereunder. The terms of the Credit Agreements
require, except in certain circumstances, the application of proceeds resulting
from an offering of the Securities to be applied against indebtedness then
outstanding thereunder. See "Credit Agreements." Pending use for these purposes,
the Company may invest proceeds from the sale of the Securities in short-term
marketable securities.
4
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected Statement of Operations and Balance Sheet Data for
the five years ended December 31, 1992 has been derived from, and should be read
in conjunction with, the related audited consolidated financial statements and
accompanying notes of the Company. The audit report relating to the Company's
1992 consolidated financial statements contains an explanatory paragraph
referring to the March 1, 1994 expiration of the Company's revolving credit
facilities and the Company's financial plan discussed in Note 10 to the
Company's 1992 consolidated financial statements. Effective December 17, 1993,
the Company's revolving credit facilities were extended until March 1, 1997. The
selected financial information for the nine months ended September 30, 1993 and
September 30, 1992 has been derived from the unaudited consolidated financial
statements included in the Company's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1993 and 1992. The selected consolidated financial
data does not purport to be indicative of the Company's future results of
operations or financial position.
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------
1993 1992(A)
---------------- --------------
<S> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE
DATA AND RATIOS)
STATEMENT OF OPERATIONS DATA:
Net sales........................ $3,816,509 $4,189,938
Cost of products sold............ 3,180,906 3,385,299
Selling, general and
administrative expenses......... 404,844 406,066
Depreciation and amortization.... 262,100 250,807
Income (loss) before interest
expense, income taxes and
cumulative effects of accounting
changes......................... (35,567) 148,443
Interest expense................. 311,271 284,391
Income (loss) before income taxes
and cumulative effects of
accounting changes.............. (346,838) (135,948)
Cumulative effect of change in
accounting for post retirement
benefits (net of income taxes).. (39,544) --
Cumulative effect of change in
accounting for income taxes..... -- (99,527)
Net income (loss)................ (272,994) (192,762)
Income (loss) per common share
before cumulative effects of
accounting changes.............. (3.36) (1.38)(d)
Net income (loss) per common
share........................... (3.92) (2.78)(d)
Ratio of earnings to fixed
charges......................... (e) (e)
Dividends paid per common share
(d)............................. -- $0.35
Average common shares
outstanding..................... 71,159 70,983(d)
BALANCE SHEET DATA (AT END OF
PERIOD):
Working capital.................. $ 190,622(g) $ 785,202
Property, plant and
equipment -- net................ 3,431,491 3,791,588
Goodwill......................... 912,870 1,020,375
Total assets..................... 6,724,579 7,192,766
Long-term debt................... 3,782,414(f)(g) 4,042,082(f)
Stockholders' equity............. 738,842 1,296,823
OTHER DATA:
Net cash provided by (used in)
operating activities............ $ (115,587) $ 46,457
Capital expenditures............. 100,665(h) 195,989(h)
Paperboard, paper and market
pulp:
Produced (thousand tons)....... 5,498 5,605
Converted (thousand tons)...... 3,291 3,327
Corrugated shipments (billion sq.
ft.)............................ 39.80 39.30
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------------
1992(A) 1991 1990 1989(B) 1988
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales........................ $5,520,655 $5,384,291 $5,755,858 $5,329,716 $3,742,489
Cost of products sold............ 4,473,746 4,285,612 4,421,930 3,893,842 2,618,062
Selling, general and
administrative expenses......... 543,519 522,780 495,499 474,438 351,133(c)
Depreciation and amortization.... 334,054 277,534(c) 257,041 237,047 148,072
Income (loss) before interest
expense, income taxes and
cumulative effects of accounting
changes......................... 156,788 379,314 609,873 825,722 657,757
Interest expense................. 386,122 397,357 421,667 344,693 108,262
Income (loss) before income taxes
and cumulative effects of
accounting changes.............. (229,334) (18,043) 188,206 481,029 549,495
Cumulative effect of change in
accounting for post retirement
benefits (net of income taxes).. -- -- -- -- --
Cumulative effect of change in
accounting for income taxes..... (99,527) -- -- -- --
Net income (loss)................ (269,437) (49,149) 95,420 285,828 341,786
Income (loss) per common share
before cumulative effects of
accounting changes.............. (2.49)(d) (.78)(d) 1.56(d) 4.67(d) 5.58(d)
Net income (loss) per common
share........................... (3.89)(d) (.78)(d) 1.56(d) 4.67(d) 5.58(d)
Ratio of earnings to fixed
charges......................... (e) (e) 1.2 2.0 5.1
Dividends paid per common share
(d)............................. $0.35 $0.71 $0.71 $0.70 $0.35
Average common shares
outstanding..................... 70,987(d) 63,207(d) 61,257(d) 61,223(d) 61,251(d)
BALANCE SHEET DATA (AT END OF
PERIOD):
Working capital.................. $ 756,964 $ 770,457 $ 439,502 $ 614,433 $ 457,477(c)
Property, plant and
equipment -- net................ 3,703,248 3,520,178 3,364,005 2,977,860 1,275,960
Goodwill......................... 983,499 1,126,100 1,160,516 1,089,817 29,786
Total assets..................... 7,026,973 6,902,852 6,689,989 6,253,708 2,395,038
Long-term debt................... 4,104,982(f) 4,046,379(f) 3,680,513(f) 3,536,911(f) 765,150
Stockholders' equity............. 1,102,691 1,537,543 1,460,487 1,347,624 1,063,558
OTHER DATA:
Net cash provided by (used in)
operating activities............ $ 85,557 $ 210,498 $ 451,579(c) $ 315,196(c) $ 453,556(c)
Capital expenditures............. 281,446(h) 430,131(h) 551,986(h) 501,723(h) 136,588
Paperboard, paper and market
pulp:
Produced (thousand tons)....... 7,517 7,365 7,447 6,772 4,729
Converted (thousand tons)...... 4,373 4,228 4,241 3,930 3,344
Corrugated shipments (billion sq.
ft.)............................ 51.67 49.18 47.16 41.56 34.47
<FN>
- ------------------------------
(a) Restated to reflect the adoption of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" retroactive to January 1,
1992.
(b) The Company acquired Stone Canada in 1989.
(c) Adjusted to conform with the current financial statement presentation.
(d) Amounts per common share and average common shares outstanding have been
adjusted to reflect a 2% Common Stock dividend issued September 15, 1992.
(e) The Company's earnings for the nine months ended September 30, 1993 and
1992 and the years ended December 31, 1992 and 1991 were insufficient to
cover fixed charges by $352.3 million, $172.1 million and $270.1 million
and $94.6 million, respectively.
(f) Includes approximately $539.1 million and $594.9 million as of September
30, 1993 and 1992, respectively, and $584.3 million, $573.3 million, $471.2
million and $267.2 million as of December 31, 1992, 1991, 1990 and 1989,
respectively, of long-term debt of certain consolidated subsidiaries that
is non-recourse to the parent.
(g) At September 30, 1993, $271 million of revolving credit facility borrowings
which were previously due on March 1, 1994 are classified as current
maturities of long-term debt.
(h) Includes approximately $12.4 million and $63.8 million for the nine months
ended September 30, 1993 and 1992, respectively, and $79.1 million, $219.8
million, $245.2 million and $36.8 million for 1992, 1991, 1990 and 1989,
respectively, of expenditures financed through project financings.
</TABLE>
5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE
SELECTED HISTORICAL FINANCIAL DATA AND THE HISTORICAL CONSOLIDATED FINANCIAL
STATEMENTS (AND RELATED NOTES) OF THE COMPANY INCLUDED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS.
GENERAL
The Company's major products are containerboard and corrugated containers,
newsprint and market pulp. The markets for paper, packaging products and
commodity pulp sold by the Company are highly competitive and sensitive to
industry capacity and cyclical changes in the economy that can significantly
impact selling prices and the Company's profitability. The Company's sales and
operating results have, in recent years, been more sensitive to price changes
than to changes in sales volume.
The markets for containerboard and corrugated containers, which represent a
substantial portion of the Company's net sales, generally experienced price
declines in the period 1990 through the third quarter of 1993 (except for one
increase in August 1991), and, despite increasing industry-wide capacity
utilization (which is now at approximately the same level as 1989), the Company
was unable to implement announced price increases for these products in 1992 or
for the first nine months of 1993. In prior periods, comparable levels of
capacity utilization supported higher product pricing.
Additions to industry-wide capacity for newsprint and market pulp and
declines in demand for such products during the past three years have led to
supply/demand imbalances that have contributed to depressed prices for these
products. The newsprint industry, which began discounting sales prices in 1990,
was adversely affected by progressively increasing price discounts throughout
1991 and most of 1992, although such discounts were partially reversed in the
fourth quarter of 1992 and the first quarter of 1993 when discounts were
reduced. During this time, new production capacity in the industry came on line,
approximating two million tons annually, representing an approximate 12%
increase in capacity. At the same time, U.S. consumption of newsprint fell, due
to declines in readership and ad linage. As prices fell, certain high cost paper
machines, representing approximately 1.2 million tons and located mostly in
Canada, were shut down. Market pulp prices, which had improved modestly during
1992 from the low prices of 1991, began deteriorating in the fourth quarter of
1992 and have weakened further in 1993.
If current pricing levels for the Company's products do not significantly
improve, the Company will continue to incur net losses.
Due to the industry conditions described above and the Company's highly
leveraged capital structure and related interest expense associated with
indebtedness incurred to finance the acquisition of Stone Canada, the Company
has incurred net losses in each of the last two years and the first nine months
of 1993 and expects to incur a net loss for the full year 1993. In 1992, the
Company suspended payment of cash dividends on its Common Stock. The Company is
pursuing a financial plan that is intended to enhance the Company's liquidity
and increase its financial flexibility. See "-- Financial Condition and
Liquidity -- Outlook."
6
<PAGE>
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------------
1993 1992*
------------------ ------------------
PERCENT PERCENT
NET NET
AMOUNT OF SALES AMOUNT OF SALES
------- -------- ------- --------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Net sales............................... $3,816.5 100.0% $4,189.9 100.0%
Cost of products sold................... 3,180.9 83.3 3,385.3 80.8
Selling, general and administrative
expenses............................... 404.8 10.6 406.0 9.7
Depreciation and amortization........... 262.1 6.9 250.8 6.0
Equity loss from affiliates............. 5.6 .1 1.7 --
------- -------- ------- --------
Income (loss) from operations........... (36.9) (.9) 146.1 3.5
Interest expense........................ (311.3) (8.2) (284.4) (6.7)
Other, net.............................. 1.3 -- 2.4 --
------- -------- ------- --------
Loss before income taxes and cumulative
effects of
accounting changes..................... (346.9) (9.1) (135.9) (3.2)
Credit for income taxes................. (113.4) (3.0) (42.7) (1.0)
------- -------- ------- --------
Loss before cumulative effects of
accounting changes..................... (233.5) (6.1) (93.2) (2.2)
Cumulative effect of change in
accounting for postretirement benefits
(net of income taxes of $23.3)......... (39.5) (1.0) -- --
Cumulative effect of change in
accounting for income taxes............ -- -- (99.5) (2.4)
------- -------- ------- --------
Net loss................................ $(273.0) (7.1) $(192.7) (4.6)
------- -------- ------- --------
------- -------- ------- --------
<FN>
- ------------------------
*Restated to reflect adoption of Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes" ("SFAS 109") retroactive to January 1, 1992.
</TABLE>
NINE MONTHS ENDED SEPTEMBER 30, 1993 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1992
The net loss for the third quarter of 1993 was $99.2 million, or $1.42 per
share of common stock, compared to the net loss of $43.2 million, or $.64 per
share of common stock for the third quarter of 1992.
For the nine months ended September 30, 1993, the loss before the cumulative
effect of a change in the accounting for postretirement benefits other than
pensions was $233.5 million, or $3.36 per share of common stock. The adoption of
Statement of Financial Accounting Standards No. 106 "Accounting for
Postretirement Benefits Other than Pensions" ("SFAS 106"), effective January 1,
1993, resulted in a one-time, non-cash cumulative effect charge of $39.5 million
net of income taxes or $.56 per share of common stock, resulting in a net loss
of $273.0 million or $3.92 per share of common stock. For the nine months ended
September 30, 1992, the restated loss before the cumulative effect of a change
in the accounting for income taxes was $93.2 million, or $1.38 per share of
common stock. The adoption of SFAS 109, which the Company adopted retroactive to
January 1, 1992, resulted in a one-time, non-cash cumulative effect charge of
$99.5 million, or $1.40 per share of common stock, resulting in a restated net
loss of $192.7 million, or $2.78 per share of common stock. The Company's income
tax benefit for the nine months ended September 30, 1993 includes a third
quarter adjustment for the retroactive increase in the U.S. federal income tax
rate and an enacted decrease in German tax rates, the effects of which
substantially offset each other, and a second quarter favorable adjustment of
approximately $5 million which reflects the effect of a reduction in the
Canadian statutory income tax rate.
The increases in the losses before the cumulative effects of the accounting
changes were primarily due to lower average selling prices for most of the
Company's products. Additionally, the Company's operating results for the 1993
third quarter were negatively impacted by market-related production downtime.
The mills involved have all resumed production and are currently operating at
normal levels.
PAPERBOARD AND PAPER PACKAGING:
Net sales for the three and nine months ended September 30, 1993 for the
paperboard and paper packaging segment decreased 14.4 percent and 9.7 percent,
respectively over the comparable prior year periods. This
7
<PAGE>
decrease was due in part to the exclusion of sales for the Company's European
folding carton operations which earlier this year were merged into a joint
venture and accordingly is now accounted for under the equity method of
accounting. Sales from these operations were approximately $48 million and $136
million for the third quarter and first nine months of 1992, respectively. Sales
for 1993 were approximately $60 million prior to the merger in May. Excluding
the effect of the joint venture, sales for the third quarter and first nine
months decreased 10.6 percent and 7.6 percent from the year ago periods
reflecting lower sales of paperboard, corrugated containers, kraft paper and
paper bags and sacks. The sales decreases for paperboard reflect both reduced
sales volume and lower average selling prices while the sales decreases for
kraft paper and paper bags and sacks were mainly attributable to lower sales
volume. Sales of corrugated containers for the third quarter and nine months
ended September 30, 1993, as compared to the prior year periods, decreased as
sales volume increases were offset by lower average selling prices, particularly
during the third quarter.
Shipments of corrugated containers, including the Company's proportional
share of the shipments by its foreign affiliates, were 13.6 billion square feet
in the third quarter of 1993, compared with 13.3 billion square feet for the
comparable prior year period. For the first nine months of 1993, the Company
shipped 39.8 billion square feet of corrugated containers, compared with 39.3
billion square feet shipped during the first nine months of 1992. Shipments of
paper bags and sacks were 156 thousand tons and 459 thousand tons for the three
and nine month periods ended September 30, 1993, respectively, compared with 177
thousand tons and 522 thousand tons shipped during the comparable 1992 periods.
Production of containerboard and kraft paper for the three and nine month
periods ended September 30, 1993, including 100 percent of the production at
Seminole Kraft Corporation ("Seminole") and Stone Savannah River Pulp & Paper
Corporation ("Stone Savannah River"), was 1.17 million tons and 3.58 million
tons, respectively, compared to 1.23 million tons and 3.75 million tons produced
during the comparable prior year periods.
Operating income for the paperboard and paper packaging segment decreased
70.8 percent and 49.0 percent for the three months and nine months ended
September 30, 1993, respectively, as compared to the corresponding 1992 periods.
The decreases were mainly attributable to reduced operating margins primarily
resulting from lower average selling prices for containerboard and corrugated
containers.
WHITE PAPER AND PULP:
Net sales for the third quarter and first nine months of 1993 for the white
paper and pulp segment decreased 24.1 percent and 11.2 percent, respectively,
from the prior year periods, primarily due to significant declines in sales of
market pulp. Additionally, decreases in newsprint sales, particularly during the
1993 third quarter, contributed to the lower sales. Partially offsetting the
sales decreases for market pulp and newsprint were increases for sales of
groundwood paper. The sales declines for market pulp were primarily attributable
to significantly lower average selling prices. Reduced sales volume during the
1993 periods also contributed to the lower market pulp sales. The decrease in
newsprint sales for the third quarter of 1993, as compared with the
corresponding prior year period, resulted primarily from reduced sales volume
and unfavorable foreign exchange translation effects attributable to the
stronger U.S. dollar, which more than offset the impact of higher average
selling prices. For the nine months ended September 30, 1993, sales of newsprint
decreased slightly from the year ago period as foreign exchange translation
effects more than offset the impact of higher average selling prices and a
slight volume increase. The 1993 sales increases for groundwood paper over the
comparable 1992 periods were primarily due to significant volume increases which
more than offset the effects of lower average selling prices.
Production of newsprint, market pulp and groundwood paper for the three and
nine months ended September 30, 1993, including 25 percent of the production at
the Company's affiliated market pulp mill in British Columbia, was 610 thousand
tons and 1.86 million tons, compared with 633 thousand tons and 1.79 million
tons produced during the comparable prior year periods.
Operating losses for the third quarter and first nine months of 1993 for the
white paper and pulp segment increased 59.6 percent and 74.3 percent,
respectively, from the previous year periods due to the reduced operating
margins primarily resulting from the significantly lower average selling prices
for market pulp. Lower average selling prices for groundwood paper also
contributed to the reduced earnings. While average selling prices for newsprint
8
<PAGE>
improved over the prior year periods and certain cost reductions have been
implemented, the margins associated with such improvements have only partially
offset the effects of the lower average selling prices for market pulp and
groundwood paper.
OTHER:
Net sales and operating income for the third quarter and first nine months
of 1993 increased over the comparable 1992 periods mainly as a result of
improved demand and a tighter supply of timber available to the U.S. building
industry. This resulted in increased sales volume and the realization of higher
average selling prices for certain of the Company's lumber and wood products.
Comparative Results of Operations
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
1992 1991 1990
------------------ ------------------ ------------------
PERCENT PERCENT PERCENT
OF NET OF NET OF NET
AMOUNT SALES AMOUNT SALES AMOUNT SALES
------- ------- ------- ------- ------- -------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Net sales..................... $5,521 100.0% $5,384 100.0% $5,756 100.0%
Cost of products sold......... 4,474 81.0 4,285 79.6 4,422 76.8
Selling, general and
administrative expenses...... 544 9.9 523 9.7 496 8.6
Depreciation and
amortization................. 334 6.0 278 5.1 257 4.5
Equity (income) loss from
affiliates................... 5 .1 (1) -- (7) (.1)
------- ------- ------- ------- ------- -------
Income from operations........ 164 3.0 299 5.6 588 10.2
Interest expense.............. (386) (7.0) (397) (7.4) (422) (7.3)
Other, net.................... (7) (.1) 80 1.5 22 .4
------- ------- ------- ------- ------- -------
Income (loss) before income
taxes and cumulative effect
of an accounting change...... (229) (4.1) (18) (.3) 188 3.3
Provision (credit) for income
taxes........................ (59) (1.0) 31 .6 93 1.6
------- ------- ------- ------- ------- -------
Income (loss) before
cumulative effect............ (170) (3.1) (49) (.9) 95 1.7
Cumulative effect of change in
accounting for income taxes.. (99) (1.8) -- -- -- --
------- ------- ------- ------- ------- -------
Net income (loss)............. $ (269) (4.9) $ (49) (.9) $ 95 1.7
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
</TABLE>
1992 COMPARED WITH 1991
Net sales for 1992 were $5.5 billion, an increase of 2.5% over 1991 net
sales of $5.4 billion. Net sales rose primarily as a result of increased sales
volume, most of which was offset by reduced average selling prices for certain
of the Company's products. In 1992, the Company incurred a loss before the
cumulative effect of a change in accounting for income taxes of $170 million, or
$2.49 per common share, compared to a net loss of $49 million, or $.78 per
common share, for 1991. The Company adopted SFAS 109 effective January 1, 1992
and recorded a one-time, non-cash cumulative effect charge of $99.5 million or
$1.40 per common share. All per share amounts have been adjusted to reflect a 2%
Common Stock dividend issued September 15, 1992. The increase in the loss before
the cumulative effect of a change in accounting for income taxes primarily
resulted from lower average selling prices for newsprint and groundwood paper in
1992 as compared with 1991. Additionally, continued low average selling prices
for the majority of the Company's other products contributed to the net loss for
1992.
The 1992 results include foreign currency transaction losses of $15.0
million and a $7.9 million pretax charge relating to the write-down of an
investment. The 1991 results included non-recurring pretax gains of $59.3
million and foreign currency transaction gains of $4.9 million. The Company
recorded an income tax benefit of $59.4 million in 1992 as compared with a $31.1
million income tax expense in 1991. This change primarily reflects the tax
effect associated with the increased pretax loss for 1992 over 1991 and the
adoption of SFAS 109 effective January 1, 1992. The Company's effective income
tax rates for both years reflect the impact of non-deductible depreciation and
amortization, together with taxes payable by certain foreign subsidiaries at
rates in excess of the U.S. statutory rate.
9
<PAGE>
Segment Data
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------
1992
------------------------ 1991 1990
INCOME ------------------------ ------------------------
(LOSS)
BEFORE
INCOME TAXES
AND
CUMULATIVE INCOME INCOME
EFFECT OF AN (LOSS) (LOSS)
ACCOUNTING BEFORE BEFORE
NET SALES CHANGE NET SALES INCOME TAXES NET SALES INCOME TAXES
--------- ------------ --------- ------------ --------- ------------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Paperboard and paper
packaging.................... $4,185.7 $ 322.1 $4,037.7 $ 355.8 $4,202.4 $ 494.6
White paper and pulp.......... 1,078.3 (87.0) 1,115.8 84.1 1,276.3 155.2
Other......................... 303.0 12.0 275.3 (6.0) 321.8 0.9
Intersegment.................. (46.3) -- (44.5) -- (44.6) --
--------- ------------ --------- ------------ --------- ------------
5,520.7 247.1 5,384.3 433.9 5,755.9 650.7
Interest expense.............. (386.1) (397.4) (421.7)
Foreign currency transaction
gains (losses)............... (15.0) 4.9 1.0
General corporate and
miscellaneous (net).......... (75.3) (59.4) (41.8)
--------- ------------ --------- ------------ --------- ------------
Total..................... $5,520.7 $ (229.3) $5,384.3 $ (18.0) $5,755.9 $ 188.2
--------- ------------ --------- ------------ --------- ------------
--------- ------------ --------- ------------ --------- ------------
</TABLE>
Segment and Product Line Sales Data
<TABLE>
<CAPTION>
NET SALES
---------------------------- PERCENTAGE CHANGE
-----------------------------------------------------------
YEAR ENDED DECEMBER 31,
1992 VS 1991 1991 VS 1990
---------------------------- ---------------------------- ----------------------------
1992 1991 1990 SALES REVENUE SALES VOLUME SALES REVENUE SALES VOLUME
-------- -------- -------- ------------- ------------ ------------- ------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
Paperboard and paper
packaging:
Corrugated containers....... $ 2,234 $ 2,094 $ 2,104 6.7% 4.1% (.5)% 3.6%
Paperboard and kraft
paper...................... 1,032 996 1,109 3.6 1.3 (10.2) (1.8)
Paper bags and sacks........ 634 677 723 (6.4) (6.3) (6.4) (7.0)
Folding cartons............. 178 166 150 7.2 .1 10.7 6.9
Other....................... 108 105 116 2.9 nm (9.5) nm
-------- -------- --------
Total paperboard and
paper packaging........ 4,186 4,038 4,202 3.7 nm (3.9) nm
-------- -------- --------
White paper and pulp:
Newsprint................... 538 660 741 (18.5) (2.5) (10.9) (8.7)
Market pulp................. 312 229 308 36.2 30.3 (25.6) (5.8)
Groundwood paper............ 219 227 227 (3.5) 9.8 -- (1.6)
Other....................... 9 -- -- nm nm -- --
-------- -------- --------
Total white paper and
pulp................... 1,078 1,116 1,276 (3.4) nm (12.5) nm
-------- -------- --------
Other....................... 303 275 322 10.2 nm (14.6) nm
Intersegment................ (46) (45) (44) 2.2 nm 2.3 nm
-------- -------- --------
Total net sales........... $ 5,521 $ 5,384 $ 5,756 2.5 nm (6.5) nm
-------- -------- --------
<FN>
- ------------------------------
nm = not meaningful
</TABLE>
PAPERBOARD AND PAPER PACKAGING:
The 1992 net sales for the paperboard and paper packaging segment increased
3.7% as sales increases for corrugated containers, paperboard and folding
cartons more than offset sales declines for kraft paper and paper bags and
sacks.
Net sales of corrugated containers increased 6.7% over 1991, primarily as a
result of increased sales volume. Additionally, slightly higher average selling
prices in 1992 contributed to this increase. However, such selling prices
continued to remain at unsatisfactory levels.
10
<PAGE>
Net sales of paperboard increased over 1991 mainly as a result of modestly
higher average selling prices. Such 1992 average paperboard selling prices were
still, however, at unsatisfactory levels. Slight volume increases also
contributed to the improved paperboard sales for 1992. Net sales of kraft paper
decreased 9.3% from 1991, primarily due to reduced sales volume.
Net sales of paper bags and sacks decreased from 1991 primarily due to lower
sales volume and a decrease in average selling prices for retail paper bags.
Operating income for the paperboard and paper packaging segment for 1992
decreased 9.5%, primarily as a result of the inclusion, in 1991, of a
non-recurring pretax gain of $17.5 million from an involuntary conversion
relating to a boiler explosion at the Company's Missoula, Montana linerboard
mill. Excluding this 1991 non-recurring item, 1992 operating income for this
segment would have decreased by 4.8%. This decrease is mainly attributable to
reduced operating margins resulting from continued low average selling prices
for the Company's paperboard and paper packaging products. See also "--
Financial Condition and Liquidity -- Outlook."
WHITE PAPER AND PULP:
The 1992 net sales for the white paper and pulp segment decreased 3.4%, as
significant sales decreases for newsprint more than offset a significant sales
increase for market pulp. Net sales for groundwood paper decreased slightly as
lower average selling prices more than offset volume increases for this product.
The significant decrease in newsprint sales resulted primarily from lower
average selling prices. Additionally, reduced volume associated with
market-related downtime contributed to the lower sales of newsprint. The
increase in 1992 market pulp sales mainly resulted from volume increases
associated with sales generated from the Stone Savannah River mill, which
commenced market pulp operations in the fourth quarter of 1991. Furthermore,
while market pulp selling prices declined significantly in the fourth quarter of
1992, the Company realized modestly higher average selling prices for this
product in 1992, as compared with the even more depressed average selling prices
of 1991.
Operating income for the white paper and pulp segment for 1992 decreased
significantly from 1991, primarily due to reduced operating margins resulting
from the significantly lower average selling prices for newsprint and groundwood
paper. The 1991 results included a non-recurring pretax gain of $41.8 million
resulting from the settlement and termination of a Canadian supply contract. See
also "-- Financial Condition and Liquidity -- Outlook."
OTHER:
Net sales and operating income for the other segment increased over 1991
mainly due to improved demand and a tighter supply of timber available to the
U.S. building industry. This resulted in increased sales volume and the
realization of higher average selling prices for certain of the Company's lumber
and wood products. However, shortages of timber due to environmental concerns in
the Pacific Northwest continue to keep raw material costs high.
1991 Compared with 1990
Net sales for 1991 were $5.4 billion, a decrease of 6.5% from a record $5.8
billion for 1990. The Company recorded a net loss for 1991 of $49 million, or
$.78 per common share, compared to net income of $95 million, or $1.56 per
common share for 1990. All per share amounts have been adjusted to reflect a 2%
Common Stock dividend issued September 15, 1992. Lower average selling prices
for most of the Company's products was the major factor contributing to the
sales decrease and the net loss for 1991. Additionally, reduced sales volume for
certain products had an unfavorable effect on 1991 net sales and results of
operations.
The 1991 results included a $41.8 million pretax gain resulting from the
settlement and termination of a Canadian supply contract and a $17.5 million
pretax gain from an involuntary conversion relating to a boiler explosion at the
Company's Missoula, Montana linerboard mill. Partially offsetting these gains
was a $6 million pretax charge for reorganization costs at the Company's
Canadian subsidiary and a $4 million write-down on certain de-commissioned
assets at the Company's Jacksonville, Florida mill. Also contributing to the
1991 net loss was a $31 million income tax provision, which resulted primarily
from non-deductible depreciation and amortization, together with taxes payable
by certain foreign subsidiaries at rates in excess of the U.S. statutory rate.
11
<PAGE>
PAPERBOARD AND PAPER PACKAGING:
The 1991 net sales for the paperboard and paper packaging segment decreased
3.9% as sales declines for paperboard, paper bags and sacks, kraft paper and
corrugated containers more than offset a sales increase for folding cartons.
Net sales of corrugated containers decreased slightly from 1990 as an
overall decrease in average selling prices of corrugated containers more than
offset sales volume increases.
Net sales of paper bags and sacks decreased primarily due to volume
decreases resulting from the effects of increased competition.
Net sales of paperboard and kraft paper decreased from 1990 primarily due to
lower average selling prices. Additionally, a reduction in sales volume
contributed to the sales decrease for these products.
Operating income for the paperboard and paper packaging segment decreased
28.1% from 1990 due primarily to reduced operating margins resulting from lower
average selling prices of linerboard and corrugating medium. Additionally,
average selling prices of most converted products declined. 1991 operating
income for this segment included the $17.5 million pretax gain from the
involuntary conversion relating to the boiler explosion at the Company's
Missoula, Montana linerboard mill and the $4 million write-down on certain
de-commissioned assets at the Company's Jacksonville, Florida mill. Operating
income for 1990 reflected a $5.3 million gain from the sale of timberlands.
WHITE PAPER AND PULP:
The 1991 net sales for the white paper and pulp segment decreased 12.5%,
primarily as a result of declines in newsprint and market pulp sales. The
decrease in newsprint sales resulted primarily from lower sales volume, which
was partially due to significant down-time taken by the Company in an effort to
improve the short-term balance of supply and demand. Lower average selling
prices also contributed to the decrease in newsprint sales. The decrease in
market pulp sales resulted mainly from significantly lower average selling
prices.
Operating income for the white paper and pulp segment for 1991 decreased
45.8% as compared with 1990, primarily due to reduced operating margins
resulting from the previously mentioned declines in average selling prices for
market pulp and newsprint. Operating income for this segment included the $41.8
million pretax gain resulting from the settlement and termination of a Canadian
supply contract and a $4.2 million pretax charge, which represents an allocation
of the previously mentioned $6 million provision for reorganization costs at the
Company's Canadian subsidiary.
OTHER:
Net sales and operating income for the other segment decreased from 1990,
mainly due to the general economic downturn in the U.S. building market during
1991, which resulted in less demand for the Company's U.S. lumber and wood
products. Additionally, environmental concerns in the Pacific Northwest kept raw
material costs high for this segment.
FINANCIAL CONDITION AND LIQUIDITY
The Company's working capital ratio was 1.1 to 1 at September 30, 1993 and
1.8 to 1 at December 31, 1992, as restated to reflect the adoption of SFAS 109.
The decrease was mainly due to an increase in current maturities of $573 million
which, in accordance with the terms of the respective debt instruments, are
payable on or before September 30, 1994. A significant portion of the increase
in current maturities was attributable to $271 million ($309 million at November
9, 1993) of borrowings outstanding under the revolving credit facilities which,
prior to the December 17, 1993 amendment to the U.S. Credit Agreement which
extended the expiration of such revolving credit facilities to March 1, 1997,
were originally scheduled to mature March 1, 1994. The Company's consolidated
long-term debt to total capitalization ratio was 74.3 percent at September 30,
1993 and 69.2 percent at December 31, 1992, as restated to reflect the adoption
of SFAS 109. Capitalization, for purposes of this ratio, includes long-term debt
(which includes debt of certain consolidated affiliates which is non-recourse to
the Company), deferred income taxes, redeemable preferred stock, minority
interest and stockholders' equity. The indebtedness ratio, as defined in the
Credit Agreement, was 79.6 percent at September 30, 1993.
The Company and Stone Canada have entered into bank credit agreements
(collectively, the "Credit Agreements") consisting of (i) two term-loan
facilities with outstanding borrowings in the aggregate of $1.11 billion as of
12
<PAGE>
September 30, 1993, (ii) an additional term loan (the "Additional Term Loan")
with outstanding borrowings at September 30, 1993 of $371 million and (iii) two
revolving credit facilities with aggregate commitments of $400 million (less
amounts outstanding, if any, under Canadian lines of credit) and total
outstanding borrowings thereunder of $271 million at September 30, 1993. The
Company is the borrower under one of the term loans, the Additional Term Loan
and one of the revolving credit facilities (collectively, the "U.S. Credit
Agreement") and Stone Canada is the borrower under the other term loan and
revolving credit facility. At September 30, 1993, the Company had unused
borrowing availability of $128 million under the revolving credit facilities. At
November 9, 1993, the Company had borrowing availability under its revolving
credit facilities of approximately $88 million. The term loans (other than the
Additional Term Loan) and the revolving credit facilities had weighted average
interest rates for the nine months ended September 30, 1993 of 8.37 percent and
5.62 percent, respectively. The weighted average interest rate on the Additional
Term Loan for the nine months ended September 30, 1993 was 6.30 percent.
In October 1993, the Company sold, prior to their expiration date, certain
of its U.S. dollar denominated cross currency swaps associated with the Credit
Agreement borrowings of Stone Canada. The net proceeds totalled approximately
$26 million, the substantial portion of which was used to repay borrowings under
the Company's revolving credit facilities, thereby restoring borrowing
availability thereunder.
On July 6, 1993 the Company sold $150 million principal amount of 12 5/8
percent Senior Notes due 1998 ("the 12 5/8 percent Senior Notes") and sold $250
million principal amount of 8 7/8 percent Convertible Senior Subordinated Notes
due 2000 ("the 8 7/8 percent Convertible Senior Subordinated Notes"). The net
proceeds of approximately $386 million from the sale of the 12 5/8 percent
Senior Notes and the concurrent sale of the 8 7/8 percent Convertible Senior
Subordinated Notes were used to repay borrowings under the Company's revolving
credit facilities, thereby restoring borrowing availability thereunder.
The Credit Agreements contain covenants that include, among other things,
requirements to maintain certain financial tests and ratios and certain
restrictions and limitations, including those on capital expenditures and
dividend payments. The Credit Agreements also contain cross default provisions
relating to the non-recourse debt of the consolidated affiliates. Additionally,
the Company's Credit Agreements limit the application of the proceeds from
certain financings and asset sales to amortization payments, except in specified
circumstances. See "Credit Agreements."
OPERATING ACTIVITIES:
Net cash used in operating activities was $115.6 million for the nine months
ended September 30, 1993 compared to net cash provided by operating activities
of $46.5 for the comparable period of 1992. The 1992 period included $43 million
of cash received from the settlement and termination of a Canadian supply
contract. Excluding the receipt of such cash, the Company's cash flow from
operations for the first nine months of 1993 decreased $119.1 million over the
prior year period. This decrease primarily resulted from the increase in the
1993 loss before the non-cash, cumulative effects of accounting changes as
compared with the prior year period along with decreases in accounts payable and
other current liabilities. These decreases in cash flow were partially offset by
favorable effects of changes in accounts and notes receivable and inventories.
FINANCING ACTIVITIES:
During the first nine months of 1993, outstanding borrowings under the
Company's revolving credit facilities increased approximately $14 million. The
net increase in borrowings takes into account the July 6, 1993 repayment of $386
million of revolving credit borrowings and subsequent reborrowing under the
credit facility. Such excess borrowings were primarily used to repay $110
million of the September 1993 bank term amortization and to provide cash for
operations and general corporate purposes.
On July 26, 1993, due to a restrictive provision in the indenture relating
to the Company's 10 3/4 percent Senior Subordinated Notes due June 15, 1997, its
11 percent Senior Subordinated Notes due August 15, 1999 and its 10 3/4 percent
Senior Subordinated Debentures due April 1, 2002, the Board of Directors did not
declare the scheduled August 15, 1993 quarterly dividend of .4375 per share on
the Series E Cumulative Convertible Exchangeable Preferred Stock (the "Series E
Cumulative Preferred Stock"), nor will it pay future dividends on the Series E
Cumulative Preferred Stock until the Company generates income, or effects
certain sales of capital stock, to replenish the dividend "pool" under various
of its debt instruments. As of September 30, 1993, accumulated dividends on the
Series E Cumulative Preferred Stock amounted to $2.0 million. In the event the
Company does not
13
<PAGE>
pay a dividend on the Series E Cumulative Preferred Stock for six quarters, the
Series E Cumulative Preferred Stock holders would have a right to elect two
members to the Company's Board of Directors until the full dividends accumulated
on such Series E Cumulative Preferred Stock have been declared and paid or set
apart for payment.
INVESTING ACTIVITIES:
Capital expenditures for the nine month period ended September 30, 1993,
(including capitalized interest of $8.1 million), totalled approximately $100.7
million, of which approximately $12.4 million was funded from existing project
financing facilities related to the major reconfiguration and paper machine
rebuild at Seminole.
Also during the nine months ended September 30, 1993, the Company purchased
an additional 6,152 shares of common stock of Stone Savannah River. The
Company's ownership in the common stock of Stone Savannah River is now 91.0
percent.
ENVIRONMENTAL ISSUES:
The Company's operations are subject to extensive environmental regulation
by federal, state and local authorities in the United States and regulatory
authorities with jurisdiction over its foreign operations. The Company has in
the past made significant capital expenditures to comply with water, air and
solid and hazardous waste regulations and expects to make significant
expenditures in the future. Capital expenditures for environmental control
equipment and facilities were approximately $24 million in 1992 and the Company
anticipates that 1993 and 1994 environmental capital expenditures will
approximate $44 million and $74 million, respectively. Although capital
expenditures for environmental control equipment and facilities and compliance
costs in future years will depend on legislative and technological developments
which cannot be predicted at this time, the Company anticipates that these costs
are likely to increase as environmental regulations become more stringent.
Environmental control expenditures include projects which, in addition to
meeting environmental concerns, yield certain benefits to the Company in the
form of increased capacity and production cost savings. In addition to capital
expenditures for environmental control equipment and facilities, other
expenditures incurred to maintain environmental regulatory compliance (including
any remediation) represent ongoing costs to the Company. Future environmental
regulations may have an unpredictable adverse effect on the Company's operations
and earnings, but they are not expected to adversely affect the Company's
competitive position.
ACCOUNTING STANDARDS CHANGES
In November 1992, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits" ("SFAS 112"), which requires accrual accounting for the
estimated costs of providing certain benefits to former or inactive employees
and the employees' beneficiaries and dependents after employment but before
retirement. SFAS 112 is required to be adopted no later than the first quarter
of 1994. Upon adoption of this standard, any catch-up obligation is to be
reported as a cumulative effect of an accounting change in the Statements of
Operations. While the effect of this standard has yet to be determined, it is
currently anticipated that SFAS 112 will not have a material impact upon the
Company's financial statements.
14
<PAGE>
CREDIT AGREEMENTS
THE FOLLOWING IS SUMMARY OF THE PRINCIPAL TERMS AND CONDITIONS OF CERTAIN
BANK CREDIT AGREEMENTS OF THE COMPANY AND STONE CANADA AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE DEFINITIVE AGREEMENTS AND INSTRUMENTS GOVERNING
SUCH INDEBTEDNESS, COPIES OF WHICH CONSTITUTE EXHIBITS TO THE REGISTRATION
STATEMENT OF WHICH THIS PROSPECTUS IS A PART OR ARE EXHIBITS TO THE COMPANY'S
REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND ARE INCORPORATED
BY REFERENCE INTO THIS PROSPECTUS.
GENERAL
The Credit Agreements consist of (i) two term-loan facilities with
outstanding borrowings in the aggregate amount of $877.7 million as of December
21, 1993, (ii) an additional term loan (the "Additional Term Loan") (previously
a multiple-draw facility) with outstanding borrowings at December 21, 1993 of
$292.9 million and (iii) two revolving credit facilities with aggregate
commitments of $315.8 million (less amounts outstanding, if any, under Canadian
lines of credit). The Company is the borrower under one of the term loans, the
Additional Term Loan and one of the revolving credit facilities (collectively,
the "U.S. Credit Agreement") and Stone Canada is the borrower under the other
term loan and revolving credit facility. Proceeds of the Additional Term Loan
borrowings were used solely to repay regularly scheduled amortization of term
loans under the U.S. Credit Agreement. The term loans (other than the Additional
Term Loan) and the revolving credit facilities had weighted average interest
rates for the nine months ended September 30, 1993 of 8.37% and 5.62%,
respectively. The weighted average interest rate on the Additional Term Loan was
6.3% for the nine months ended September 30, 1993.
The Company as of September 30, 1993 also had $261.3 million of borrowings
outstanding with certain lenders pursuant to two receivables financing programs
permitted by the Credit Agreements.
Effective December 17, 1993, the Credit Agreements were amended and restated
(the "Third Restated Agreement"), with the unanimous consent of the bank group,
to, among other things, extend the maturity of the revolving credit facilities
until March 1, 1997 and reduce over a three year period the revolving loan
commitments, revise various financial covenants to provide greater flexibility
to the Company, increase interest rate margins, mortgage or pledge additional
collateral, permit the Company to retain 25 percent of the net proceeds from
future sales of equity securities, permit the Company to retain 50 percent
(maximum $100 million in the aggregate) of the net proceeds from any sale or
disposition of certain designated investments, and various other changes.
The Credit Agreements generally include terms, conditions, representations
and warranties, covenants, indemnities and events of default and other
provisions which are customary in such agreements. The following is a summary of
certain of the principal terms of the Credit Agreements, as restated.
MATURITIES AND MANDATORY PREPAYMENTS
The term loans under the Credit Agreements and the Additional Term Loan are
scheduled to be paid in installments due March 31 and September 30 of each year.
Each installment of $204.5 million is applied ratably to the aggregate principal
amount of the term loans, the Additional Term Loan, the aggregate commitment
amounts (in the case of the revolving credit facilities) and the aggregate
amount of net letter of credit obligations relating to a letter of credit
providing credit support for industrial revenue bonds issued by Florence County,
South Carolina. The amount applied to the net letter of credit obligations is
required to be used to fund a cash collateral account in favor of the banks
participating in the letter of credit.
A portion of the amortization payments required by the Credit Agreements
will be ratably applied to reduce outstanding borrowings under the revolving
credit facilities and permanently reduce the commitments thereunder. The
revolving credit facilities under the Credit Agreements terminate on March 1,
1997, unless extended by agreement of the lenders, at which time all outstanding
indebtedness under such revolving credit facilities would have to be repaid or
refinanced.
Mandatory prepayments under the Credit Agreements are required in the event
that the Company has excess cash flow (as defined in the Credit Agreements) or
receives proceeds from the issuance of certain debt or equity securities or from
the sale of certain material assets. By reason of an amendment contained in the
Third Restated Agreement, 75 percent of the net proceeds from the offering of
equity securities by the Company must be applied in
15
<PAGE>
chronological order to the next regularly scheduled amortization payments except
that the Additional Term Loan does not receive any amortization payments from
sales of equity securities. Twenty-five percent of the net proceeds of an equity
offering may be retained by the Company.
Through prepayments in 1993, the Company has satisfied its March and
September, 1994 amortization requirements under the Credit Agreements.
INTEREST RATES
The Credit Agreements permit the Company to choose among various interest
rate options, to specify the portion of the borrowings to be covered by specific
interest rate options and to specify the interest rate period to which the
interest rate options are to apply, subject to certain parameters. At December
17, 1993, the interest rate options available to the Company and Stone Canada
under term loan and revolving credit borrowings were (i) U.S. or Canadian prime
rate plus a borrowing margin of 2%, (ii) CD rate plus a borrowing margin of
3 1/8%, and (iii) Eurodollar rate plus a borrowing margin of 3%. In the case of
Stone Canada, there is also an option of selecting a banker's acceptance rate
plus a borrowing margin of 3%. Upon achievement of specified indebtedness ratios
and interest coverage ratios, the borrowing margins will be reduced.
Additionally, the Company pays a 3/8% commitment fee on the unused portions of
the revolving credit facilities.
The Company has also paid to the banks amendment fees of 100 basis points
calculated on the aggregate term loan and commitment amounts in connection with
the execution of the Third Restated Agreement.
HEDGING REQUIREMENTS
The Credit Agreements required that the Company hedge a portion of the U.S.
dollar-based borrowings to protect against increases in market interest rates.
At September 30, 1993, the Company was a party to an interest rate swap contract
related to $150 million of such borrowings. The effect of this contract is to
fix the interest rate at approximately 12.9% on $150 million. The swap is
scheduled to expire no later than March 22, 1994. Upon the expiration of this
contract, the interest rate on these borrowings will be the rates described
above unless a new hedging arrangement is entered into.
SECURITY
Loans under the Credit Agreements are secured by a mortgage on the Company's
mill in Florence, South Carolina, and a pledge of the stock of various
subsidiaries of the Company, including Stone Southwest, Inc. and Stone Mill
Operating Corporation. Stone Southwest, Inc. owns mills in Snowflake, Arizona
and Panama City, Florida, and Stone Mill Operating Corporation owns mills in
Coshocton, Ohio, Missoula, Montana, Ontonagon, Michigan, and York, Pennsylvania.
The Company has also pledged to the lenders all of the common stock of Stone
Financial Corporation and Stone Fin II Receivables Corporation and certain
subordinated notes payable to the Company. All of the stock of Stone Canada has
also been pledged to the lenders under the Credit Agreements. The Company has
guaranteed the obligations of Stone Canada as a borrower under the Credit
Agreements. The Company and its subsidiary, Stone Bag Corporation, have granted
mortgages and security interests on approximately 47 box or bag plants owned or
leased by the Company or Stone Bag Corporation in the United States, together
with all fixed assets located at such plants and have granted a security
interest in inventories owned by the Company and Stone Bag Corporation.
Pursuant to the Third Restated Agreement effective December 17, 1993, the
bank group obtained mortgages on the Uncasville, Connecticut mill owned by Stone
Connecticut Paperboard Corporation, the Coshocton, Ohio mill owned by Stone Mill
Operating Corporation and the Pontiac mill owned by Stone Canada. Stone Canada
also pledged 100% of the shares of Stone-Consolidated Corporation owned by Stone
Canada and executed a limited recourse guaranty of the Company's indebtedness
under the Credit Agreements. Stone Bag and Stone Connecticut have also executed
limited recourse guarantees of the Company's indebtedness under the Credit
Agreements. Certain other security interests were also granted to the bank
group.
COVENANTS
The Credit Agreements contain covenants that include, among other things,
requirements to maintain certain financial tests and ratios (including a minimum
current ratio, an indebtedness ratio, an EBITDA test, and a tangible
16
<PAGE>
net worth test) and certain restrictions and limitations, including those on
capital expenditures, changes in control, payments of dividends, sales of
assets, lease payments, investments, additional borrowings, mergers and
purchases of stock and assets.
CONSOLIDATED TANGIBLE NET WORTH
The Third Restated Agreement requires that the Company have a consolidated
tangible net worth at the end of each calendar quarter, less certain excluded
investments, at least equal to the greater of 50% of (a) the consolidated
tangible net worth of the Company as of March 1, 1989 and (b) the highest
consolidated tangible net worth of the Company as of the end of any calendar
quarter ending after March 1, 1989.
EBITDA REQUIREMENT
The Third Restated Agreement requires that the Company have earnings before
interest, taxes, depreciation and amortization (as defined in the Third Restated
Agreement) equal to or greater than
<TABLE>
<S> <C>
For the quarter ended December 31, 1993.......................................... $50.0
For the two quarters ended March 31, 1994........................................ $145.0
For the three quarters ended June 30, 1994....................................... $240.0
For the four quarters ended September 30, 1994................................... $325.0
For the four quarters ended December 31, 1994.................................... $380.0
For the four quarters ended March 31, 1995....................................... $465.0
For the four quarters ended June 30, 1995........................................ $545.0
For the four quarters ended September 30, 1995................................... $640.0
For the four quarters ended December 31, 1995.................................... $700.0
For the four quarters ended March 31, 1996....................................... $745.0
For the four quarters ended June 30, 1996........................................ $790.0
For the four quarters ended September 30, 1996................................... $835.0
For the four quarters ended December 31, 1996 and each four quarter period
thereafter...................................................................... $880.0
</TABLE>
On December 29, 1993, the banks amended the Third Restated Agreement to
permit the earnings from the sale of the Company's interest in Empaques de
Carton Titan, S.A., a Mexican corrugated container company, to be counted for
purposes of satisfying the minimum EBITDA requirement solely for the quarter
ended December 31, 1993.
INDEBTEDNESS RATIO
The Company is currently required to have an indebtedness ratio (ratio of
total consolidated indebtedness to consolidated tangible net worth plus total
consolidated indebtedness, as such terms are defined in the Credit Agreements)
not exceeding (i) 81% at the end of each calendar month ending on or after
September 30, 1993 and ending prior to December 31, 1993; (ii) 81.5% at the end
of each calendar month ending on or after December 31, 1993 and ending prior to
March 31, 1995; (iii) 81.0% at the end of each calendar month ending on and
after March 31, 1995 and ending prior to June 30, 1995; (iv) 80.0% at the end of
each calendar month ending on and after June 30, 1995 and ending prior to
September 30, 1995; (v) 79.0% at the end of each calendar month ending on or
after September 30, 1995 and ending prior to December 31, 1995; (vi) 78.0% at
the end of each calendar month ending on or after December 31, 1995 and ending
prior to March 31, 1996; (vii) 76.0% at the end of each calendar month ending on
and after March 31, 1996 and ending prior to June 30, 1996; (viii) 74.0% at the
end of each calendar month ending on or after June 30, 1996 and ending prior to
September 30, 1996; (ix) 72.0% at the end of each calendar month ending on or
after September 30, 1996 and ending prior to December 31, 1996; and (x) 68% at
the end of each calendar month ending on or after December 31, 1996.
At September 30, 1993, the Company's actual indebtedness ratio (as defined)
was 79.6%.
RESTRICTIONS ON INVESTMENTS IN SUBSIDIARIES AND GUARANTEES; CROSS-DEFAULTS
The U.S. Credit Agreement contains prohibitions on investments in Stone
Venepal (Celgar) Pulp, Inc., a Canadian federal corporation, and the Company's
subsidiary, Stone-Consolidated Corporation. The Credit Agreements also restrict
further investments in two of the Company's subsidiaries, Seminole Kraft
Corporation and Stone Savannah River Pulp & Paper Corporation. The Company is
also not permitted to guarantee the indebtedness of Stone-Consolidated
Corporation and there are restrictions on other guarantees. There are also
restrictions on
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transactions with affiliates which are wholly-owned subsidiaries. Any event of
default or default with respect to a Subsidiary's indebtedness for money
borrowed having an aggregate principal amount of $10 million or more constitutes
an event of default under the Credit Agreements.
RESTRICTIONS ON DIVIDENDS
The U.S. Credit Agreement provides that the Company's dividend payments,
distributions or purchases of any class of capital stock of the Company and its
subsidiaries cannot exceed the sum of $50 million plus (i) 50% of the
consolidated net income (as defined by the Credit Agreements) of the Company
from April 1, 1991 to the date of payment of such dividends, minus (ii) 100% of
the consolidated net loss (as defined by the Credit Agreements) of the Company
from April 1, 1991 to the date of payment of such dividend plus (iii) 50% of any
net cash proceeds from sales of Common Stock or certain preferred stock of the
Company from April 1, 1991 to the date of payment of such dividends. The Credit
Agreements also provide that, with respect to the first cash dividend to be
declared after September 1, 1992, such declaration cannot be made unless the
unused portion of the revolving credit facilities (net of any unused portion
required to be reserved for capital expenditures only) is at least equal to $96
million plus the amount of such cash dividend.
At September 30, 1993, the dividend pool under the U.S. Credit Agreement had
a deficit of approximately $334.1 million. The dividend pool will be further
reduced by 100% of the consolidated net loss of the Company that will be
reported for the fourth quarter of 1993. The dividend pool will be increased by
50% of any net cash proceeds from the sale of Common Stock or certain preferred
stock of the Company.
In addition, the indentures relating to the Debt Securities and indentures
relating to the Company's outstanding senior subordinated indebtedness and the
13 5/8% Subordinated Notes due 1995 also restrict the payment of dividends and
distributions. See "Description of Debt Securities -- Particular Terms of the
Senior Debt Securities -- Certain Covenants -- Dividend Restrictions" and "--
Additional Terms of the Senior Subordinated Debt Securities -- Dividend
Restrictions."
RESTRICTIONS ON INCURRENCE OF INDEBTEDNESS
The Credit Agreements restrict the incurrence of additional indebtedness,
subject to certain exceptions. The U.S. Credit Agreement permits the Company to
undertake accounts receivable securitization financings of up to $500 million,
the initial net proceeds of which are required to be used to reduce outstanding
term loans. The Company has instituted two accounts receivable securitization
financings of $365 million of which balances of $261.3 million were outstanding
as of September 30, 1993. The Company may incur an additional $135 million in
securitization financings under the Credit Agreements although no new program is
currently contemplated.
In addition, the Company's indentures relating to the Debt Securities also
restricts the incurrence of additional indebtedness, subject to certain
exceptions. See "Description of Debt Securities -- Particular Terms of the
Senior Debt Securities -- Certain Covenants -- Limitation on Future Incurrence
of Indebtedness."
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DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions of
the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement and
the extent, if any, to which such general provisions may apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating to
such Debt Securities.
The Debt Securities may be issued from time to time in one or more series
and will constitute either Senior Debt Securities, Senior Subordinated Debt
Securities or Subordinated Debt Securities. Senior Debt Securities will be
issued under an Indenture dated as of November 1, 1991, as supplemented by the
First Supplemental Indenture dated as of June 23, 1993 (the "Senior Debt
Securities Indenture"), between the Company and The Bank of New York, as trustee
(the "Senior Debt Securities Trustee"). The Senior Subordinated Debt Securities
will be issued under an Indenture (the "Senior Subordinated Debt Securities
Indenture") to be entered into by the Company and Norwest Bank Minnesota,
National Association, as Trustee (the "Senior Subordinated Debt Securities
Trustee"). The Subordinated Debt Securities will be issued under an Indenture
(the "Subordinated Debt Securities Indenture") dated as of March 15, 1992
between the Company and The Bank of New York, as trustee (the "Subordinated Debt
Securities Trustee"). The Senior Debt Securities Indenture, the Senior
Subordinated Debt Securities Indenture and the Subordinated Debt Securities
Indenture are referred to herein individually as an "Indenture" and,
collectively, as the "Indentures," and the Senior Debt Securities Trustee, the
Senior Subordinated Debt Securities Trustee and the Subordinated Debt Securities
Trustee are referred to herein individually as to the "Trustee" and collectively
as the "Trustees." A copy of each Indenture is filed or incorporated by
reference as an exhibit to the Registration Statement.
The following summaries of certain provisions of the Debt Securities and the
Indentures do not purport to be complete and are subject to, and are qualified
in their entirety by express reference to, all the provisions of the Indentures,
including the definitions therein of certain terms. Certain capitalized terms
herein are defined in the Indentures.
GENERAL
The Debt Securities will be unsecured obligations of the Company.
The Indentures do not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and provide that Debt Securities may
be issued thereunder from time to time in one or more series.
Reference is made to the Prospectus Supplement relating to the Debt
Securities being offered (the "Offered Debt Securities") for, among other
things, the following terms thereof: (1) the title of the Offered Debt
Securities; (2) the aggregate principal amount of the Offered Debt Securities;
(3) the date or dates on which the Offered Debt Securities will mature; (4) the
rate or rates (which may be fixed or variable) per annum at which the Offered
Debt Securities will bear interest and the date from which such interest will
accrue; (5) the dates on which such interest will be payable and the Regular
Record Dates for such Interest Payment Dates; (6) the dates, if any, on which,
and the price or prices at which, the Offered Debt Securities may, pursuant to
any mandatory or optional sinking fund provisions, be redeemed by the Company
and other detailed terms and provisions of such sinking funds; (7) the terms and
conditions, if any, pursuant to which the Offered Debt Securities are
convertible into Common Stock; and (8) the date, if any, after which, and the
price or prices at which, the Offered Debt Securities may, pursuant to any
optional redemption provisions, be redeemed at the option of the Company or of
the Holder thereof and other detailed terms and provisions of such optional
redemption. For a description of the terms of the Offered Debt Securities,
reference must be made to both the Prospectus Supplement relating thereto and to
the description of Debt Securities set forth herein.
Debt Securities which are convertible into Common Stock may only be issued
under the Senior Subordinated Debt Securities Indenture.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the principal of, and any premium or interest on, the Offered Debt Securities
will be payable, and the Offered Debt Securities will be exchangeable and
transfers thereof will be registrable, at the Place of Payment, provided that,
at the option of the Company, payment of interest may be made by check mailed to
the address of the person entitled thereto as it appears in the Security
Register.
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Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Offered Debt Securities will be issued in United States dollars in fully
registered form, without coupons, in denominations of $1,000 or any integral
multiple thereof. No service charge will be made for any transfer or exchange of
the Offered Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
RANKING
The Senior Debt Securities will rank PARI PASSU in right of payment with all
other Senior Indebtedness (as defined) of the Company. The Senior Subordinated
Debt Securities will (i) be subordinate in right of payment to all existing and
future Senior Indebtedness of the Company, (ii) be senior in right of payment to
all existing and future Junior Subordinated Indebtedness (as defined) and (iii)
rank PARI PASSU in right of payment with all existing and future Senior
Subordinated Indebtedness (as defined). The Subordinated Debt Securities will
(i) be subordinate in right of payment to all existing and future Senior
Indebtedness and Senior Subordinated Indebtedness and (ii) rank PARI PASSU upon
liquidation with all existing and future Junior Subordinated Indebtedness.
A substantial portion of the Company's assets currently secure the
borrowings outstanding under the Credit Agreements, which are a component of
Senior Indebtedness. At July 29, 1993, the Company, together with Stone Canada,
had $1.601 billion of term-loan borrowings outstanding under the Credit
Agreements plus approximately $101 million in borrowings outstanding under the
revolving credit facilities available under the Credit Agreements.
The Debt Securities are obligations exclusively of the Company. Because the
operations of the Company are currently conducted primarily by subsidiaries, the
Company's cash flow and consequent ability to service debt, including the Debt
Securities, are dependent, in part, upon the earnings of its subsidiaries and
the distribution of those earnings or upon loans or other payments of funds by
those subsidiaries to the Company. The subsidiaries of the Company are separate
and distinct legal entities and have no obligation, contingent or otherwise, to
pay any amount due pursuant to the Debt Securities or to make any funds
available therefor, whether by dividends, loans or other payments. In addition,
the payment of dividends and the making of loans and advances to the Company by
its subsidiaries may be subject to statutory or contractual restrictions (as
well as potential foreign tax withholding under certain circumstances), are
contingent upon the earnings of those subsidiaries and are subject to various
business considerations.
Any right of the Company to receive assets of any of its subsidiaries upon
their liquidation or reorganization (and the consequent right of the Holders to
participate in the distribution of or proceeds from those assets) will be
effectively subordinated to the claims of such subsidiary's creditors (including
trade creditors and holders of debt issued by such subsidiary), except to the
extent that the Company is itself recognized as a creditor of such subsidiary,
in which case the claims of the Company would still be subordinate to any
security interests in the assets of such subsidiary and any indebtedness of such
subsidiary senior to that held by the Company. The 12 1/8% Subordinated
Debentures due September 15, 2001 of Stone Southwest, Inc., a significant
wholly-owned Subsidiary of the Company, have been guaranteed on a subordinated
basis by the Company. At September 30, 1993, approximately $92.1 million
principal amount of such 12 1/8% Subordinated Debentures due September 15, 2001
was outstanding.
BOOK-ENTRY DEBT SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a Depositary ("Depositary") or its nominee identified in the applicable
Prospectus Supplement. In such a case, one or more Global Securities will be
issued in a denomination or aggregate denomination equal to the portion of the
aggregate principal amount of outstanding Debt Securities of the series to be
represented by such Global Security or Global Securities. Unless and until it is
exchanged in whole or in part for Debt Securities in registered form, a Global
Security may not be registered for transfer or exchange except as a whole by the
Depositary for such Global Security to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any nominee to a successor Depositary or a
nominee of such successor Depositary and except in the circumstances described
in the applicable Prospectus Supplement.
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<PAGE>
The specific terms of the depositary arrangement with respect to any portion
of a series of Debt Securities to be represented by a Global Security will be
described in the applicable Prospectus Supplement. The Company expects that the
following provisions will apply to depositary arrangements.
Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities which are to be represented by a Global Security to be deposited with
or on behalf of a Depositary will be represented by a Global Security registered
in the name of such Depositary or its nominee. Upon the issuance of such Global
Security, and the deposit of such Global Security with or on behalf of the
Depositary for such Global Security, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Debt Securities represented by such Global Security to the accounts of
institutions that have accounts with such Depositary or its nominee
("participants"). The accounts to be credited will be designated by the
underwriters or agents of such Debt Securities or, if such Debt Securities are
offered and sold directly by the Company, by the Company. Ownership of
beneficial interests in such Global Security will be limited to participants or
Persons that may hold interests through participants. Ownership of beneficial
interests by participants in such Global Security will be shown on, and the
transfer of that ownership interest will be effected only through, records
maintained by the Depositary or its nominee for such Global Security. Ownership
of beneficial interests in such Global Security by Persons that hold through
participants will be shown on, and the transfer of that ownership interest
within such participant will be effected only through, records maintained by
such participant. The laws of some jurisdictions require that certain purchasers
of securities take physical delivery of such securities in certificated form.
The foregoing limitations and such laws may impair the ability to transfer
beneficial interests in such Global Securities.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or Holder of the Securities
represented by such Global Security for all purposes under the applicable
Indenture. Unless otherwise specified in the applicable Prospectus Supplement,
owners of beneficial interests in such Global Security will not be entitled to
have Debt Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of Debt Securities of such series in certificated form and will not be
considered the Holders thereof for any purposes under the applicable Indenture.
Accordingly, each Person owning a beneficial interest in such Global Security
must rely on the procedures of the Depositary and, if such Person is not a
participant, on the procedures of the participant through which such Person owns
its interest, to exercise any rights of a Holder under the applicable Indenture.
The Company understands that under existing industry practices, if the Company
requests any action of Holders or an owner of a beneficial interest in such
Global Security desires to give any notice or take any action a Holder is
entitled to give or take under the applicable Indenture, the Depositary would
authorize the participants to give such notice or take such action, and
participants would authorize beneficial owners owning through such participants
to give such notice or take such action or would otherwise act upon the
instructions of beneficial owners owning through them.
Principal of and any premium and interest on a Global Security will be
payable in the manner described in the applicable Prospectus Supplement.
PARTICULAR TERMS OF THE SENIOR DEBT SECURITIES
The following description of the Senior Debt Securities sets forth certain
general terms and provisions of the Senior Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Senior Debt
Securities offered by any Prospectus Supplement and the extent, if any, to which
such general provisions may apply to the Senior Debt Securities so offered will
be described in the Prospectus Supplement relating to such Senior Debt
Securities.
CERTAIN COVENANTS
MAINTENANCE OF SUBORDINATED CAPITAL BASE
The Senior Debt Securities Indenture provides that, subject to the exception
described in the third following paragraph, in the event that the Company's
Subordinated Capital Base is less than $1 billion (the "Minimum Subordinated
Capital Base") as at the end of each of any two consecutive fiscal quarters (the
last day of the second such fiscal quarter, a "Deficiency Date"), then, with
respect to Senior Debt Securities of each series, the Company shall, no later
than 60 days after the Deficiency Date (105 days if a Deficiency Date is also
the end of the Company's
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fiscal year), make an offer to all Holders of Senior Debt Securities of each
such series to purchase (a "Deficiency Offer") 10% of the principal amount of
Senior Debt Securities of each such series originally issued, or such lesser
amount as may be Outstanding at the time such Deficiency Offer is made (the
"Deficiency Offer Amount"), at a purchase price equal to 100% of principal
amount, plus accrued and unpaid interest to the Deficiency Payment Date (as
defined below). Thereafter, semiannually the Company shall make like Deficiency
Offers for the then applicable Deficiency Offer Amount of Senior Debt Securities
of each such series until the Company's Subordinated Capital Base as at the end
of any subsequent fiscal quarter shall be equal to or greater than the Minimum
Subordinated Capital Base. Notwithstanding the foregoing, after any specified
Deficiency Date, the last day of any subsequent fiscal quarter shall not
constitute a Deficiency Date (giving rise to an additional obligation under the
first sentence of this paragraph) unless the Company's Subordinated Capital Base
was equal to or greater than the Minimum Subordinated Capital Base as at the end
of a fiscal quarter that followed such specified Deficiency Date and preceded
such subsequent quarter.
Within 60 days (105 days if the Deficiency Date is also the end of the
Company's fiscal year) following a Deficiency Date, the Company shall mail a
notice to each Holder of Senior Debt Securities of the applicable series in
respect of the Deficiency Offer (which notice shall contain all instructions and
materials necessary to enable such Holders to tender Senior Debt Securities).
Senior Debt Securities tendered pursuant to a Deficiency Offer will be accepted
for payment, in amounts as set forth below, on the date which shall be 20
Business Days from the date such notice is mailed or, if acceptance for payment
and payment is not then lawful, on the earliest subsequent Business Day on which
acceptance for payment and payment is then lawful (a "Deficiency Payment Date").
On a Deficiency Payment Date, the Company shall accept for payment Senior
Debt Securities of each applicable series or portions thereof tendered pursuant
to the Deficiency Offer in an aggregate principal amount equal to the Deficiency
Offer Amount or such lesser principal amount of such Senior Debt Securities as
shall have been tendered, and deposit with the Paying Agent money sufficient to
pay the purchase price of all such Senior Debt Securities or portions thereof so
accepted. If the aggregate principal amount of such Senior Debt Securities
tendered exceeds the Deficiency Offer Amount, the Company shall select the
Senior Debt Securities to be purchased on a pro rata basis to the nearest $1,000
of principal amount. The Paying Agent shall promptly mail or deliver to Holders
of Senior Debt Securities so accepted payment in amounts equal to the purchase
prices therefor, and the Company shall execute and the Trustee shall promptly
authenticate and mail or make available for delivery to such Holders new Senior
Debt Securities of the same series as, and equal in principal amounts to, any
unpurchased portion of the Senior Debt Securities surrendered. The Company will
publicly announce the results of the Deficiency Offer.
Notwithstanding the foregoing, in the event that (1) the making of a
Deficiency Offer by the Company or (2) the purchase of Senior Debt Securities by
the Company in respect of a Deficiency Offer would constitute a default (with
the giving of notice, the passage of time or both) with respect to any Specified
Bank Debt at the time outstanding in an aggregate principal amount greater than
$25 million, then, in lieu of the making of a Deficiency Offer in the
circumstances set forth above, (i) the interest rate on the Senior Debt
Securities of each applicable series shall be reset as of the first day of the
second fiscal quarter following the Deficiency Date (the "Reset Date") to a rate
per annum (the "Reset Rate") equal to the greater of (x) the initial interest
rate as set forth on the face of the Senior Debt Security (the "Initial Interest
Rate") and (y) the sum of (A) the basis points specified in the applicable Board
Resolution or supplemental indenture for purposes of this reset provision and
(B) the highest of the treasury rates specified in the applicable Board
Resolution or supplemental indenture for purposes of this reset provision, (ii)
on the first Interest Payment Date following the Reset Date, the interest rate
on the Senior Debt Securities of each such series, as reset on the Reset Date,
shall increase by 50 basis points, and (iii) the interest rate on the Senior
Debt Securities of each such series shall further increase by an additional 50
basis points on each succeeding Interest Payment Date. Notwithstanding the
foregoing, in no event shall the interest rate on the Senior Debt Securities of
any such series at any time exceed the Initial Interest Rate by more than 200
basis points. If the Company's Subordinated Capital Base falls below $1 billion,
the Company would be in default of certain covenants in the Credit Agreements as
in effect on the date hereof.
Once the interest rate on the Senior Debt Securities of any series has been
reset as set forth above, if the Company's Subordinated Capital Base is equal to
or greater than the Minimum Subordinated Capital Base as of the last day of any
fiscal quarter subsequent to the Deficiency Date, interest on the Senior Debt
Securities of each such
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<PAGE>
series shall return to the Initial Interest Rate effective as of the first day
of the second following fiscal quarter; PROVIDED, HOWEVER, that the interest
rate on the Senior Debt Securities of each such series shall again be adjusted
as set forth above if the Company's Subordinated Capital Base shall thereafter
be less than the Minimum Subordinated Capital Base as at the last day of each of
any two consecutive subsequent fiscal quarters and if the making of a Deficiency
Offer or the purchase of Senior Debt Securities by the Company in respect of a
Deficiency Offer would, at such time, constitute a default (with the giving of
notice, passage of time or both) with respect to any Specified Bank Debt at the
time outstanding in an aggregate principal amount greater than $25 million.
The Company shall notify the Trustee of the Reset Rate not later than two
Business Days after the Reset Date in the circumstances set forth in the second
preceding paragraph. Not later than five Business Days after the Trustee has
received such notice from the Company, the Trustee shall mail to each Holder of
Senior Debt Securities of the applicable series such notice setting forth the
Reset Rate. The Company shall notify the Trustee and the Holders of such Senior
Debt Securities promptly when the interest rate on such Debt Securities returns
to the Initial Interest Rate as set forth above.
With respect to any Deficiency Offer, the Company intends to comply with the
requirements of Section 14(e) and Rule 14e-1 under the Exchange Act, if then
applicable.
LIMITATION ON FUTURE INCURRENCE OF INDEBTEDNESS
The Senior Debt Securities Indenture provides that the Company will not, and
will not permit any Restricted Subsidiary to, incur, create, assume, guarantee
or in any other manner become directly or indirectly liable with respect to or
responsible for the payment of, any Indebtedness, except: (1) Permitted
Indebtedness; and (2) Indebtedness of the Company if at the time thereof and
after giving effect thereto the Consolidated Interest Coverage Ratio of the
Company, on a pro forma basis for the four most recent quarters, taken as a
whole (giving effect to (i) such Indebtedness and (ii) the effect on the
Consolidated Cash Flow Available for Fixed Charges of the Company for the then
four most recent full fiscal quarters, taken as a whole, as a result of any
acquisition of a Person acquired by the Company or any Restricted Subsidiary
with the proceeds of such Indebtedness), would be greater than 1.75 to 1.
Without limiting the foregoing, the Company shall not, and shall not permit any
Restricted Subsidiary to, guarantee, or in any other manner become directly or
indirectly liable with respect to or responsible for the payment of,
Indebtedness of any Unrestricted Subsidiary in an amount greater than, for all
guaranties and undertakings of responsibility by the Company and its Restricted
Subsidiaries, 20% of the aggregate amount of Indebtedness of such Unrestricted
Subsidiary.
DIVIDEND RESTRICTIONS
The Senior Debt Securities Indenture provides that the Company will not, and
will not permit any Subsidiary of the Company to, directly or indirectly, (1)
declare or pay any dividend or make any distribution, in cash or otherwise, in
respect of any shares of Capital Stock of the Company or to the holders of
Capital Stock of the Company as such (other than dividends or distributions
payable in shares of Capital Stock of the Company, other than Redeemable Stock)
or (2) purchase, redeem or otherwise acquire or retire for value any of the
Capital Stock of the Company or options, warrants or other rights to acquire any
such Capital Stock, other than acquisitions of Capital Stock or such options,
warrants or other rights by any Subsidiary of the Company from the Company (any
such transaction included in clause (1) or (2), a "Restricted Payment") if (i)
at the time of such Restricted Payment and after giving effect thereto, (a) an
Event of Default shall have occurred and be continuing with respect to any
series of the Senior Debt Securities or (b) the Consolidated Net Worth of the
Company shall be less than $750 million; or if (ii) after giving effect to such
Restricted Payment, the aggregate amount expended subsequent to the date of the
Senior Debt Securities Indenture for all such Restricted Payments (the amount of
any Restricted Payment, if other than cash, to be the fair market value of such
payment as determined by the Board of Directors of the Company, whose reasonable
determination shall be conclusive and evidenced by a Board Resolution) exceed
the algebraic sum of (w) a number calculated as follows: (A) if the aggregate
Consolidated Net Income of the Company earned on a cumulative basis during the
period subsequent to September 30, 1991 through the end of the last fiscal
quarter that is prior to the declaration of any such dividend or distribution or
the giving of notice of such purchase, redemption or other acquisition or
retirement and for which such financial information is then available, is a
positive number, then 100% of such positive number, and (B) if the aggregate
Consolidated Net Income of the Company earned on a cumulative basis during the
period subsequent to September 30, 1991 through the end of the last fiscal
quarter that
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is prior to the declaration of any such dividend or distribution or the giving
of notice of such purchase, redemption or other acquisition or retirement and
for which such financial information is then available, is a negative number,
then 100% of such negative number, (x) the aggregate net cash proceeds received
by the Company from the issuance and sale, other than to a Subsidiary of the
Company, subsequent to the date of the Senior Debt Securities Indenture, of
Capital Stock (including Capital Stock issued upon the conversion of, or in
exchange for, securities other than Capital Stock and options, warrants or other
rights to acquire Capital Stock, but excluding Redeemable Stock, (y) the
aggregate net cash proceeds received by the Company from the issuance and sale,
other than to a Subsidiary of the Company, of Indebtedness of the Company that
is converted into Capital Stock of the Company subsequent to the date of the
Senior Debt Securities Indenture, and (z) $300 million; PROVIDED, HOWEVER, that
the retirement of any shares of the Company's Capital Stock by exchange for, or
out of the proceeds of the substantially concurrent sale of, other shares of
Capital Stock of the Company other than Redeemable Stock shall not constitute a
Restricted Payment. If all of the conditions to the declaration of a dividend or
distribution that are described above are satisfied at the time such dividend or
distribution is declared, then such dividend or distribution may be paid or made
within sixty days after such declaration even if the payment of such dividend,
the making of such distribution or the declaration thereof would not have been
permitted at any time after such declaration.
LIMITATION ON FUTURE LIENS AND GUARANTIES
Pursuant to the terms of the Senior Debt Securities Indenture, if the
Company or any Subsidiary shall create, incur, assume or suffer to exist any
Lien upon any of the assets of the Company or a Subsidiary of the Company
(whether such assets are owned at the date of the Senior Debt Securities
Indenture or thereafter acquired) as a security for (1) any Indebtedness or
other obligation (whether unconditional or contingent) of the Company that ranks
PARI PASSU with the Senior Debt Securities or any Indebtedness or other
obligation (whether unconditional or contingent) of a Subsidiary of the Company,
the Company will secure or will cause such Subsidiary to guarantee and secure
the Outstanding Senior Debt Securities equally and ratably with (or, at the
option of the Company, prior to) such Indebtedness or other obligation, so long
as such Indebtedness or other obligation shall be so secured, or (2) any
Subordinated Indebtedness, the Company will secure the Outstanding Senior Debt
Securities prior to such Subordinated Indebtedness, so long as such Subordinated
Indebtedness shall be so secured; PROVIDED, HOWEVER, that this covenant does not
apply in the case of Permitted Liens or Liens granted by any Unrestricted
Subsidiary to secure Indebtedness or other obligations of itself or of any
Person other than the Company and its Restricted Subsidiaries.
In addition, pursuant to the terms of the Senior Debt Securities Indenture,
the Company will not guarantee the Indebtedness of any Subsidiary and will not
permit any Subsidiary (including Stone Savannah River Pulp & Paper Corporation
and Seminole Kraft Corporation) to guarantee (i) any Indebtedness of the Company
that ranks PARI PASSU with the Senior Debt Securities, (ii) any Indebtedness of
a Subsidiary of the Company or (iii) any Subordinated Indebtedness; PROVIDED,
HOWEVER, that this paragraph does not apply to (1) any guaranty by a Subsidiary
if such Subsidiary also guarantees the Senior Debt Securities on a PARI PASSU
basis with respect to guaranties of Indebtedness described in clauses (i) and
(ii) and on a senior basis with respect to guaranties of Indebtedness described
in clause (iii); (2) any guaranty existing on the date of the Senior Debt
Securities Indenture or any extension or renewal of such guaranty to the extent
such extension or renewal is for the same or a lesser amount; (3) any guaranty
which constitutes Indebtedness permitted by clause (v) or (vi) of the definition
of Permitted Indebtedness granted by a Person permitted to incur such
Indebtedness; (4) any guaranty by the Company of Indebtedness of a Restricted
Subsidiary, PROVIDED that (A) incurrence of such Indebtedness of the Restricted
Subsidiary is not prohibited by the Senior Debt Securities Indenture and (B) (x)
such guaranty constitutes Indebtedness of the Company incurred as Permitted
Indebtedness pursuant to clause (vii) or (viii) of the definition of Permitted
Indebtedness (it being understood that, for purposes of determining Permitted
Indebtedness, any such guaranty shall be deemed to constitute Indebtedness
separate from, and, in addition to, Indebtedness of a Restricted Subsidiary
which is so guaranteed) or (y) immediately prior to and (on a pro forma basis)
after granting such guaranty, the Company would be permitted to incur an
additional dollar of Indebtedness (not constituting Permitted Indebtedness)
under the restrictions described in "Limitation on Future Incurrence of
Indebtedness" above; (5) any guaranty by an Unrestricted Subsidiary of
Indebtedness or other obligations of any Person other than the Company and its
Restricted Subsidiaries; (6) any guaranty by the Company or any Subsidiary
(including Stone Savannah River Pulp & Paper Corporation and Seminole Kraft
Corporation) of Indebtedness or other
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obligations constituting Indebtedness permitted by clause (i)(a) of the
definition of Permitted Indebtedness in a principal amount not exceeding the
principal amount outstanding or committed under the Credit Agreements (including
any letter of credit facility, but without duplication with respect to
commitments for loans the use of proceeds of which is restricted to repayment of
other Indebtedness under the Credit Agreements) as of the date of the Senior
Debt Securities Indenture, plus $250 million and less the proceeds from the sale
of all Senior Debt Securities issued from time to time that are applied to repay
Indebtedness under the Credit Agreements); (7) any guaranty by the Company of
Indebtedness of any Restricted Subsidiary outstanding on the date of the Senior
Debt Securities Indenture which is not subordinated to any Indebtedness of such
Restricted Subsidiary, and any renewal extension or refinancing of such
Indebtedness permitted by the Senior Debt Securities Indenture; (8) any guaranty
by the Company of Indebtedness of any Restricted Subsidiary that is organized
under the laws of a jurisdiction other than the United States or any subdivision
thereof, PROVIDED that the incurrence of such Indebtedness of such Restricted
Subsidiary is not prohibited by the Senior Debt Securities Indenture; (9) any
guaranty by a Restricted Subsidiary that is organized under the laws of a
jurisdiction other than the United States or any subdivision thereof of the
Indebtedness of any of its Subsidiaries that is a Restricted Subsidiary and that
is organized under the laws of a jurisdiction other than the United States or
any subdivision thereof, PROVIDED that incurrence of such Indebtedness of such
Restricted Subsidiary is not prohibited by the Senior Debt Securities Indenture;
(10) any guaranty by the Company or a Subsidiary of Indebtedness or other
obligations in a principal amount not exceeding $250,000; (11) any guaranty in
the form of an endorsement of negotiable instruments for deposit or collection
and similar transactions; (12) any guaranty arising under or in connection with
performance bonds, indemnity bonds, surety bonds or commercial letters of credit
not exceeding $25 million in aggregate principal amount from time to time
outstanding; (13) any guaranty by a Subsidiary of Indebtedness or other
obligations of another Subsidiary in effect at the time of such guarantor
becoming a Subsidiary and not created in contemplation thereof; or (14) any
guaranty by the Company or a Restricted Subsidiary of any Interest Swap
Obligation, Currency Agreement or Commodities Agreement relating to Indebtedness
that is guaranteed pursuant to another clause of this paragraph.
LIMITATION ON ASSET DISPOSITIONS
The Senior Debt Securities Indenture provides that so long as any of the
Senior Debt Securities are Outstanding, (i) the Company will not, and will not
permit any Restricted Subsidiary to, make any Asset Disposition unless the
Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of such Asset Disposition at least equal to the fair
market value for the assets sold or otherwise disposed of (which shall be
determined in good faith (x) in the case of dispositions of assets having a fair
market value of $10 million or more, by the Board of Directors of the Company,
whose reasonable determination shall be conclusive and evidenced by a Board
Resolution, or (y) in the case of dispositions of assets having a fair market
value of less than $10 million but not less than $5 million, an officer of the
Company, whose reasonable determination shall be conclusive and evidenced by a
certificate of such officer) and (ii) the Company will apply the aggregate net
proceeds in excess of $300 million received by the Company or any Restricted
Subsidiary from all Asset Dispositions occurring subsequent to the date of the
Senior Debt Securities Indenture (but excluding for purposes of this clause
(ii), whether before or after the receipt of net proceeds in excess of $300
million, (1) the net proceeds of any Asset Disposition or series of related
Asset Dispositions where the net proceeds are less than $5 million and (2) the
first $25 million of net proceeds in each fiscal year without taking into
account any amount excluded pursuant to (1)) as follows: (a) to the payment or
prepayment of any Senior Indebtedness within six months of such Asset
Disposition, or (b) to investment in the business of the Company and its
Restricted Subsidiaries (including, without limitation, by acquiring equity,
other than Redeemable Stock, of the transferee of such Asset Disposition) within
six months of such Asset Disposition or, if such investment is with respect to a
project to be completed within a period greater than six months from such Asset
Disposition, then within the period of time necessary to complete such project;
PROVIDED, HOWEVER, that (x) in the case of applications contemplated by clause
(b), the Board of Directors has, within such six-month period, adopted in good
faith a resolution committing such excess proceeds to such investment, (y)
except as provided in the next sentence, none of such excess proceeds shall be
used to make any Restricted Payment or any payment in respect of Subordinated
Indebtedness and (z) to the extent not applied in accordance with clauses (a) or
(b) above, or if after being so applied there remain excess net proceeds in an
amount greater than $10 million, the Company shall make a pro rata offer to all
Holders to purchase Senior Debt Securities at 100% of principal amount, plus
accrued and unpaid interest to the Asset Disposition Payment Date (as defined
below), up to an aggregate principal amount equal to such excess net proceeds
(the "Asset Disposition Offer Amount"). If after
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being applied in accordance with clauses (a), (b) and (z) above there remain
excess net proceeds, the Company will apply such excess net proceeds to the
general corporate purposes of the Company or any Subsidiary of the Company. An
offer to purchase Senior Debt Securities required to be made pursuant to this
covenant is an "Asset Disposition Offer" and the date on which the purchase of
Debt Securities relating to any such Asset Disposition Offer is to be made is an
"Asset Disposition Payment Date."
Notwithstanding the foregoing, to the extent the Company or any of its
Restricted Subsidiaries receives securities or other non-cash property or assets
as proceeds of an Asset Disposition (other than equity in the transferee not
constituting Redeemable Stock), the Company shall not be required to make any
application required by the preceding paragraph until it receives cash proceeds
from a sale, repayment, exchange, redemption or retirement of or extraordinary
dividend or return of capital on such non-cash property, except that if and to
the extent the sum of all cash proceeds plus the fair market value of equity
(other than Redeemable Stock) in the transferee of such Asset Disposition
received at the time of such Asset Disposition is less than 70% of the fair
market value of the total proceeds of such Asset Disposition (with such fair
market value determined and evidenced in the same manner as stated in clause (i)
of the preceding paragraph), the amount of such deficiency (the "Deficiency
Amount") shall be applied as required by the preceding paragraph as if received
at the time of the Asset Disposition. Any amounts deferred pursuant to the
preceding sentence shall be applied in accordance with the preceding paragraph
when cash proceeds are thereafter received from a sale, repayment, exchange,
redemption or retirement of or extraordinary dividend or return of capital on
such non-cash property; PROVIDED, HOWEVER, that the Company shall not be
required to apply with respect to any equity interest in a transferee an amount
exceeding the fair market value attributable to such equity interest at the time
of the Asset Disposition; and PROVIDED, FURTHER, that if a Deficiency Amount was
applied pursuant to the exception contained in the preceding sentence, then once
the cumulative amount of applications made pursuant to the preceding paragraph
and this paragraph (including any Deficiency Amount) equals 100% of the fair
market value of the total proceeds of the Asset Disposition at the time of such
Asset Disposition, cash proceeds thereafter received from a sale, repayment,
exchange, redemption or retirement of or extraordinary dividend or return of
capital on such non-cash property shall not be required to be applied in
accordance with the preceding paragraph except to the extent such cash proceeds
exceed the Deficiency Amount.
Notice of an Asset Disposition Offer shall be mailed on behalf of the
Company by the Trustee to all Holders of Senior Debt Securities at their last
registered addresses not less than 30 days nor more than 60 days before the
Asset Disposition Payment Date, which shall be a date not more than 210 days
after the Asset Disposition giving rise to such Asset Disposition Offer. The
Asset Disposition Offer shall remain open from the time of the mailing of such
notice until not more than 5 Business Days before the Asset Disposition Payment
Date.
On the Asset Disposition Payment Date, the Company shall accept for payment
Senior Debt Securities or portions thereof tendered pursuant to the Asset
Disposition Offer in an aggregate principal amount equal to the Asset
Disposition Offer Amount or such lesser amount of Senior Debt Securities as
shall have been tendered, and deposit with the Paying Agent money sufficient to
pay the purchase price of all Senior Debt Securities or portions thereof so
accepted. If the aggregate principal amount of Senior Debt Securities tendered
exceeds the Asset Disposition Offer Amount, the Company shall select the Senior
Debt Securities to be purchased on a pro rata basis to the nearest $1,000 of
principal amount. The Paying Agent shall promptly mail or deliver to Holders of
Senior Debt Securities so accepted payment in an amount equal to the purchase
price, and the Company shall execute and the Trustee shall promptly authenticate
and mail or make available for delivery to such Holders a new Senior Debt
Security of the applicable series and equal in principal amount to any
unpurchased portion of the Senior Debt Security surrendered. The Company will
publicly announce the results of the Asset Disposition Offer.
With respect to any Asset Disposition Offer, the Company intends to comply
with the requirements of Section 14(e) and Rule 14e-1 under the Exchange Act, if
applicable.
RESTRICTIONS ON MERGERS AND CONSOLIDATIONS AND SALES OF ASSETS
The Senior Debt Securities Indenture provides that the Company shall not
consolidate with, merge with or into any other corporation (whether or not the
Company shall be the surviving corporation), or sell, assign, transfer or lease
all or substantially all of its properties and assets as an entirety or
substantially as an entirety to any Person or group of affiliated Persons, in
one transaction or a series of related transactions, unless: (1) either the
Company
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shall be the continuing Person or the Person (if other than the Company) formed
by such consolidation or with which or into which the Company is merged or the
Person (or group of affiliated Persons) to which all or substantially all the
properties and assets of the Company are sold, assigned, transferred or leased
is a corporation (or constitute corporations) organized under the laws of the
United States or any State thereof or the District of Columbia and expressly
assumes, by an indenture supplemental to the Senior Debt Securities Indenture,
all the obligations of the Company under the Senior Debt Securities and the
Senior Debt Securities Indenture; (2) immediately before and after giving effect
to such transaction, no Event of Default, and no Default, with respect to the
Senior Debt Securities shall have occurred and be continuing; (3) immediately
after giving effect to such transaction on a pro forma basis, but prior to any
purchase accounting adjustments resulting from the transaction, the Consolidated
Net Worth of the Company (or of the surviving, consolidated or transferee entity
if the Company is not continuing, treating such entity as the Company for
purposes of determining Consolidated Net Worth) shall be at least equal to the
Consolidated Net Worth of the Company immediately before such transaction; (4)
immediately after giving effect to such transaction the Company (or the
surviving, consolidated or transferee entity if the Company is not continuing,
but treating such entity as the Company for purposes of making such
determination) would be permitted to incur an additional dollar of Indebtedness
(not constituting Permitted Indebtedness) immediately prior to such transaction
under the covenant contained in the Senior Debt Securities Indenture restricting
the incurrence of Indebtedness; PROVIDED, HOWEVER, that this clause (4) shall be
inapplicable if (a) such transaction would result in the occurrence of a Change
of Control or (b) immediately prior to giving effect to such transaction, the
Company would not be permitted to incur an additional dollar of Indebtedness
(not constituting Permitted Indebtedness) under such covenant, and immediately
after giving effect to such transaction on a pro forma basis (but prior to any
purchase accounting adjustments resulting from the transaction), the
Consolidated Interest Coverage Ratio of the Company (or the surviving,
consolidated or transferee entity if the Company is not continuing, treating
such entity as the Company for purposes of determining the Consolidated Interest
Coverage Ratio) shall be at least equal to the Consolidated Interest Coverage
Ratio of the Company immediately before such transaction; and (5) the Company
shall have delivered to the Trustee an Officer's Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and such
supplemental indenture comply with the Senior Debt Securities Indenture.
Notwithstanding the foregoing, if clause (4) of the preceding sentence is
inapplicable by reason of clause (b) of the proviso thereto, and at the date
three months after the consummation of such transaction the rating ascribed to
the Senior Debt Securities of any series by Standard and Poor's Corporation or
Moody's Investors Service, Inc. shall be lower than the rating ascribed to the
Senior Debt Securities of any series prior to the public announcement of such
transaction, then the Company shall make an offer for the Senior Debt Securities
of each series at the same price and following the same procedures and
obligations as required with respect to a Change of Control (as if such date
three months after the giving effect to such transaction were the "Change of
Control Date"). See "Limitation on Future Incurrence of Indebtedness" above and
"Change of Control" below.
If, upon any consolidation or merger, or upon any sale, assignment, transfer
or lease, as provided in the preceding paragraph, any material property of the
Company or any Restricted Subsidiary or any shares of Capital Stock or
Indebtedness of any Restricted Subsidiary, owned immediately prior thereto,
would thereupon become subject to any Lien securing any indebtedness for
borrowed money of, or guaranteed by, such other corporation or Person (other
than any Permitted Lien), the Company, prior to such consolidation, merger,
sale, assignment, transfer or lease, will secure the due and punctual payment of
the principal of, and premium, if any, and interest on the Senior Debt
Securities of each series then Outstanding (together with, if the Company shall
so determine, any other indebtedness of, or guaranteed by, the Company or any
Restricted Subsidiary and then existing or thereafter created) equally and
ratably with (or, at the option of the Company, prior to) the Indebtedness
secured by such Lien.
CHANGE OF CONTROL
Upon the occurrence of a Change of Control (the "Change of Control Date")
and subject to the requirements of the next succeeding sentence, each Holder
shall have the right to require that the Company repurchase such Holder's Senior
Debt Securities pursuant to the offer described below (the "Change of Control
Offer") at a purchase price equal to 101% of the aggregate principal amount of
such Senior Debt Securities plus accrued and unpaid interest, if any, to the
date of such repurchase. If such repurchase would constitute an event of default
under Specified Bank Debt, then, prior to giving the notice to Holders provided
below, the Senior Debt Securities
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Indenture requires the Company to (1) repay in full in cash such Specified Bank
Debt or (2) obtain the requisite consent of holders of such Specified Bank Debt
to permit the repurchase of Senior Debt Securities without giving rise to an
event of default under such Specified Bank Debt.
As of September 30, 1993, approximately $1.7 billion of Specified Bank Debt
was outstanding.
Promptly upon satisfaction of either one of the obligations described above,
the Company shall mail a notice to each Holder of Senior Debt Securities of each
applicable series in respect of the Change of Control Offer (which notice shall
contain all instructions and materials necessary to enable such Holders to
tender Senior Debt Securities). All Senior Debt Securities of each applicable
series tendered will be accepted for payment on a date (the "Change of Control
Payment Date") which shall be no earlier than 30 days nor later than 40 days
from the date such notice is mailed, but in any event prior to the date on which
any Subordinated Indebtedness is paid pursuant to the terms of a provision
similar to the Change of Control Offer covenant.
On the Change of Control Payment Date, the Company shall accept for payment
Senior Debt Securities of each applicable series or portions thereof tendered
pursuant to the Change of Control Offer, and deposit with the Paying Agent money
sufficient to pay the purchase price of all Senior Debt Securities of each
applicable series or portions thereof so accepted. The Paying Agent shall
promptly mail or deliver to the Holder of Senior Debt Securities of each
applicable series so accepted payment in an amount equal to the purchase price,
and the Trustee shall promptly authenticate and mail or make available for
delivery to such Holder a new Senior Debt Security of the same series as, and
equal in principal amount to, any unpurchased portion of the Senior Debt
Security surrendered. The Company will publicly announce the results of the
Change of Control Offer.
Whether a Change of Control has occurred depends entirely on the
accumulation of Common Stock of the Company and on certain changes in the
composition of the Company's Board of Directors. As a result, the Company can
enter into certain highly leveraged transactions, including certain
recapitalizations, mergers or stock repurchases, that would not result in the
application of the Change of Control provisions. Because the definitions of
"Change of Control" and "Acquiring Person" exclude the Company, any Subsidiary
of the Company and certain members of the Stone family, certain transactions in
which such entities and persons participate as beneficial owners of Common Stock
(including, among others, a leveraged buyout or recapitalization) would not
constitute a Change of Control. With respect to any Change of Control Offer, the
Company intends to comply with the requirements of Section 14(e) and Rule 14e-1
under the Exchange Act, if then applicable.
RANKING OF SENIOR DEBT SECURITIES
The payment of the principal of, interest on and any other amounts due on
Subordinated Indebtedness will be subordinated in right of payment to the prior
payment in full of the Senior Debt Securities. The Senior Debt Securities are
senior to the Company's $150 million aggregate principal amount of 10 3/4%
Senior Subordinated Notes due June 15, 1997, $125 million aggregate principal
amount of 11% Senior Subordinated Notes due August 15, 1999, $230 million
aggregate principal amount of 11 1/2% Senior Subordinated Notes due September 1,
1999, $200 million aggregate principal amount of 10 3/4% Senior Subordinated
Debentures due April 1, 2002, $250 million aggregate principal amount of 8 7/8%
Convertible Senior Subordinated Notes due July 15, 2000, $98 million aggregate
principal amount of 13 5/8% Subordinated Notes due June 1, 1995, and $115
million aggregate principal amount of 6 3/4% Convertible Subordinated Debentures
due February 15, 2007.
EVENTS OF DEFAULT AND NOTICE THEREOF
The following are Events of Default under the Senior Debt Securities
Indenture with respect to Senior Debt Securities of any series: (1) failure to
pay interest on any Senior Debt Security of that series when due, continued for
30 days; (2) failure to pay the principal of (or premium, if any, on) any Senior
Debt Securities of that series when due and payable at Maturity, upon
redemption, upon repurchase pursuant to a Deficiency Offer as described under
"Maintenance of Subordinated Capital Base" above, pursuant to an Asset
Disposition Offer as described under "Change of Control" above or otherwise; (3)
failure to observe or perform any other covenant, warranty or agreement
contained in the Senior Debt Securities of that series or in the Senior Debt
Securities Indenture (other than a covenant, agreement or warranty included in
the Senior Debt Securities Indenture solely for the benefit of Senior Debt
Securities other than that series), continued for a period of 60 days after
notice has been given to the Company by the Trustee or Holders of at least 25%
in aggregate principal amount of the Outstanding Senior Debt
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Securities of that series; (4) failure to pay at final maturity, or acceleration
of, Indebtedness of the Company having an aggregate principal amount of not less
than $25 million (or, if less, the least amount contained in any similar
provision of an instrument governing any outstanding Subordinated Indebtedness
of the Company, but in no event less than $10 million), unless cured within 15
days after notice has been given to the Company by the Trustee or Holders of at
least 25% in aggregate principal amount of the Outstanding Senior Debt
Securities of that series; (5) the entering against the Company of one or more
judgments or decrees involving an aggregate liability of $25 million or more
unless vacated, discharged, satisfied or stayed within 30 days of the entering
of such judgments or decrees; (6) certain events of bankruptcy, insolvency or
reorganization relating to the Company; and (7) any other Event of Default with
respect to Senior Debt Securities of that series specified in the Prospectus
Supplement relating thereto.
The Senior Debt Securities Indenture provides that the Trustee shall, within
30 days after the occurrence of any Default or Event of Default with respect to
Senior Debt Securities of any series, give the Holders of Senior Debt Securities
of that series notice of all uncured Defaults or Events of Default known to it
(the term "Default" to include the events specified above without grace or
notice); PROVIDED, HOWEVER, that, except in the case of an Event of Default or a
Default in payment on any Senior Debt Securities of any series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or directors or responsible officers of the
Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders of Senior Debt Securities of that series.
If an Event of Default with respect to Senior Debt Securities of any series
(other than due to event of bankruptcy, insolvency or reorganization) occurs and
is continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the Outstanding Senior Debt Securities of that series, by notice in
writing to the Company (and to the Trustee if given by the Holders of at least
25% in aggregate amount of Senior Debt Securities of that series), may declare
the unpaid principal of and accrued interest to the date of acceleration on all
the Outstanding Senior Debt Securities of that series to be due and payable
immediately and, upon any such declaration, the Senior Debt Securities of that
series shall become immediately due and payable.
If an Event of Default occurs due to bankruptcy, insolvency or
reorganization, all unpaid principal (without premium) of and accrued interest
on the Outstanding Senior Debt Securities of any series ipso facto becomes
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder of any Senior Debt Security of that series.
Any such declaration with respect to Senior Debt Securities of any series
may be annulled and past Events of Default and Defaults (except, unless
theretofore cured, an Event of Default or a Default, in payment of principal of
or interest on the Senior Debt Securities of that series) may be waived by the
Holders of a majority of the principal amount of the Outstanding Senior Debt
Securities, upon the conditions provided in the Senior Debt Securities
Indenture.
The Senior Debt Securities Indenture provides that the Company will
periodically file statements with the Trustee regarding compliance by the
Company with certain of the covenants thereof and specifying any Event of
Default or Defaults with respect to Senior Debt Securities of any series in
performing such covenants of which the signers may have knowledge.
MODIFICATION OF SENIOR DEBT SECURITIES INDENTURE; WAIVER
The Senior Debt Securities Indenture may be modified by the Company and the
Trustee without the consent of any Holders with respect to certain matters,
including (i) to cure any ambiguity, defect or inconsistency or to correct or
supplement any provision which may be inconsistent with any other provision of
the Senior Debt Securities Indenture and (ii) to make any change that does not
materially adversely affect the interests of any Holder of Senior Debt
Securities of any series. In addition, under the Senior Debt Securities
Indenture, certain rights and obligations of the Company and the rights of
Holders of the Senior Debt Securities may be modified by the Company and the
Trustee with the written consent of the Holders of at least a majority in
principal amount of the Outstanding Senior Debt Securities of each series
affected thereby; but no extension of the maturity of any Senior Debt Securities
of any series, reduction in the interest rate or extension of the time for
payment of interest, change in the optional redemption or repurchase provisions
in a manner adverse to any Holder of Senior Debt Securities of any series,
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other modification in the terms of payment of the principal of or interest on
any Senior Debt Securities of any series, or reduction of the percentage
required for modification, will be effective against any Holder of any
Outstanding Senior Debt Security of any series affected thereby without his
consent. The Senior Debt Securities Indenture does not limit the aggregate
amount of Senior Debt Securities of the Company which may be issued thereunder.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of any series may on behalf of the Holders of all Senior Debt
Securities of that series waive, insofar as that series is concerned, compliance
by the Company with certain restrictive covenants of the Senior Debt Securities
Indenture. The Holders of not less than a majority in principal amount of the
Outstanding Senior Debt Securities of any series may on behalf of the Holders of
all Senior Debt Securities of that series waive any past Event of Default or
Default under the Senior Debt Securities Indenture with respect to that series,
except an Event of Default or a Default in the payment of the principal of or
premium, if any, or any interest on any Senior Debt Security of that series or
in respect of a provision which under the Senior Debt Securities Indenture
cannot be modified or amended without the consent of the Holder of each
Outstanding Senior Debt Security of that series affected.
SATISFACTION AND DISCHARGE OF SENIOR DEBT SECURITIES INDENTURE; DEFEASANCE
The Company may terminate its substantive obligations in respect of Senior
Debt Securities of any series by delivering all Outstanding Senior Debt
Securities of that series to the Trustee for cancellation and paying all sums
payable by it on account of principal of and interest on all Senior Debt
Securities of that series or otherwise. The Company may terminate its
substantive obligations in respect of Senior Debt Securities of any series
(except for its obligations to pay the principal of (and premium, if any, on)
and the interest on the Senior Debt Securities of any series) by (i) depositing
with the Trustee, under the terms of an irrevocable trust agreement, money or
United States Government Obligations sufficient to pay all remaining
indebtedness on the Senior Debt Securities of that series, (ii) delivering to
the Trustee either an Opinion of Counsel or a ruling directed to the Trustee
from the Internal Revenue Service to the effect that the Holders of the Senior
Debt Securities of that series will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit and termination of
obligations, and (iii) complying with certain other requirements set forth in
the Senior Debt Securities Indenture. In addition, the Company may terminate all
of its substantive obligations in respect of Senior Debt Securities of any
series (including its obligations to pay the principal of (and premium, if any,
on) and interest on the Senior Debt Securities of any series) by (i) depositing
with the Trustee, under the terms of an irrevocable trust agreement, money or
United States Government Obligations sufficient to pay all remaining
indebtedness on the Senior Debt Securities of that series, (ii) delivering to
the Trustee either a ruling directed to the Trustee from the Internal Revenue
Service to the effect that the Holders of the Senior Debt Securities of that
series will not recognize income, gain or loss for federal income tax purposes
as a result of such deposit and termination of obligations or an Opinion of
Counsel, based upon such a ruling or a change in the applicable federal tax law
since the date of the Senior Debt Securities Indenture, to such effect, and
(iii) complying with certain other requirements set forth in the Senior Debt
Securities Indenture.
THE TRUSTEE
The Bank of New York, a New York banking corporation, is the Trustee under
the Senior Debt Securities Indenture.
The Company maintains normal commercial banking relations with The Bank of
New York, which is also a lender under the Credit Agreements and the Trustee
under the Subordinated Debt Securities Indenture and other indentures of the
Company.
CERTAIN DEFINITIONS
For purposes of the Senior Debt Securities Indenture, certain defined terms
have the following meanings:
"ACQUIRING PERSON" means any Person or group (as defined in Section
13(d)(3) of the Exchange Act) who or which, together with all affiliates and
associates (as defined in Rule 12b-2 under the Exchange Act), becomes the
beneficial owner of shares of Common Stock of the Company having more than 50%
of the total number of votes that may be cast for the election of directors of
the Company; PROVIDED, HOWEVER, that an Acquiring Person shall not include (i)
the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan
of the Company or any Subsidiary of the Company or any entity holding Common
Stock of the Company for or pursuant to the terms of any
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such plan, (iv) any descendant of Joseph Stone or the spouse of any such
descendant, the estate of any such descendant or the spouse of any such
descendant, any trust or other arrangement for the benefit of any such
descendant or the spouse of any such descendant or any charitable organization
established by any such descendant or the spouse of any such descendant
(collectively, the "Stone Family"), or (v) any group which includes any member
or members of the Stone Family and a majority of the Common Stock of the Company
held by such group is beneficially owned by such member or members.
Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as
the result of an acquisition of Common Stock by the Company which, by reducing
the number of shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to more than 50% or more of the Common Stock
of the Company then outstanding; PROVIDED, HOWEVER, that if a Person shall
become the beneficial owner of more than 50% or more of the Common Stock of the
Company then outstanding by reason of share purchases by the Company and shall,
after such share purchases by the Company, become the beneficial owner of any
additional shares of Common Stock of the Company, then such Person shall be
deemed to be an "Acquiring Person."
"ASSET DISPOSITION" means any sale, transfer or other disposition of (i)
shares of Capital Stock of a Restricted Subsidiary (other than directors'
qualifying shares) or (ii) property or assets of the Company or any Restricted
Subsidiary (other than a sale, transfer or other disposition of Receivables and
other assets or property described in clause (vi) of the definition of Permitted
Liens pursuant to a Receivables sale constituting Indebtedness pursuant to
clause (ii) of the definition thereof); PROVIDED, HOWEVER, that an Asset
Disposition shall not include any sale, transfer or other disposition by a
Restricted Subsidiary to the Company or to another Restricted Subsidiary or by
the Company to a Restricted Subsidiary, any sale, transfer or other disposition
of defaulted Receivables for collection or any sale, transfer or other
disposition in the ordinary course of business, but shall include any sale,
transfer or other disposition by the Company or a Restricted Subsidiary to an
Unrestricted Subsidiary of the shares, property or assets referred to in clauses
(i) and (ii). The designation by the Company of a Subsidiary of the Company as
an "Unrestricted Subsidiary" shall constitute an Asset Disposition of such
Subsidiary's property and assets net of its liabilities, unless the transfer of
property and assets to such Subsidiary has previously constituted an Asset
Disposition.
"CHANGE OF CONTROL" means any event by which (i) an Acquiring Person has
become such or (ii) Continuing Directors cease to comprise a majority of the
members of the Board of Directors of the Company.
"CONSOLIDATED AMORTIZATION EXPENSE" means, for any period, the amortization
expense of the Company and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.
"CONSOLIDATED CASH FLOW AVAILABLE FOR FIXED CHARGES" means, for any period,
(a) the sum of the amounts for such period of (i) Consolidated Net Income, (ii)
Consolidated Interest Expense, (iii) Consolidated Income Tax Expense, (iv)
Consolidated Depreciation Expense, (v) Consolidated Amortization Expense and
(vi) other non-cash items reducing Consolidated Net Income, MINUS (b) non-cash
items increasing Consolidated Net Income, all as determined on a consolidated
basis for the Company and its Restricted Subsidiaries in accordance with GAAP.
"CONSOLIDATED DEPRECIATION EXPENSE" means, for any period, the depreciation
expense of the Company and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.
"CONSOLIDATED FREE CASH FLOW" means, for any period, (a) the sum of the
amounts for such period of (i) Consolidated Net Income, (ii) Consolidated
Depreciation Expense and (iii) Consolidated Amortization Expense, MINUS (b) the
sum of (i) Restricted Payments (as defined under the subsection entitled
"Dividend Restrictions" above) during such period, (ii) net reduction during
such period in Indebtedness of the Company and its Restricted Subsidiaries
(other than as a result of Asset Dispositions) and (iii) the excess (but not the
deficit) of capital expenditures of the Company and its Restricted Subsidiaries
for such period not financed pursuant to clause (vi) of the definition of
Permitted Indebtedness over Consolidated Depreciation Expense.
"CONSOLIDATED INCOME TAX EXPENSE" means, for any period, the aggregate of
the income tax expense of the Company and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.
"CONSOLIDATED INTEREST COVERAGE RATIO" means, for any period, the ratio of
(i) Consolidated Cash Flow Available for Fixed Charges to (ii) Consolidated
Interest Expense.
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"CONSOLIDATED INTEREST EXPENSE" means, for any period, the interest expense
(including the interest component of all Capitalized Lease Obligations and the
earned discount or yield with respect to a Receivables purchase constituting
Indebtedness) of the Company and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP; PROVIDED, HOWEVER,
that, with respect to revolving credit, revolving Receivables purchases or other
similar arrangements, the interest expense in respect thereof for any period
shall be as follows: (1) in respect of (a) revolving credit facilities under the
Credit Agreements and (b) revolving credit, revolving Receivables purchases or
other similar arrangements the use of the proceeds of which is restricted solely
to the payment of Indebtedness of the Company or any Restricted Subsidiary, the
interest expense attributable to the principal amounts outstanding thereunder
during such period, in accordance with the terms thereof; and (2) in respect of
all other revolving credit, revolving Receivables purchases and other similar
arrangements, the pro forma interest expense attributable to all amounts
committed during such period under such revolving credit, revolving Receivables
purchases or other similar arrangements, whether or not such amounts were
actually outstanding during such period, in accordance with the terms thereof,
in each case on a consolidated basis in accordance with GAAP.
"CONSOLIDATED NET INCOME" means, for any period, the net income (or loss)
of the Company and its Restricted Subsidiaries on a consolidated basis for such
period taken as a single accounting period, determined in accordance with GAAP;
PROVIDED, HOWEVER, that: (a) there shall be excluded therefrom (i) the net
income (or loss) of any Person which is not a Restricted Subsidiary, except to
the extent of the amount of dividends or other distributions actually paid in
cash or tangible property or tangible assets (such property or assets to be
valued at their fair market value net of any obligations secured thereby) to the
Company or any of its Restricted Subsidiaries by such Person during such period,
(ii) except to the extent includible pursuant to the foregoing clause (i), the
net income (or loss) of any Person accrued prior to the date it becomes a
Restricted Subsidiary or is merged into or consolidated with the Company or any
of its Restricted Subsidiaries or that Person's property or assets are acquired
by the Company or any of its Restricted Subsidiaries, (iii) the net income of
any Restricted Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of that income
is not at the time permitted by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary (other than any restrictions
contained in the instruments relating to the 12 1/8% Subordinated Debentures due
September 15, 2001 of Stone Southwest, Inc.) and (iv) the excess (but not the
deficit), if any, of (x) any gain which must be treated as an extraordinary item
under GAAP or any gain realized upon the sale or other disposition of any asset
that is not sold in the ordinary course of business or of any Capital Stock of a
Restricted Subsidiary over (y) any loss which must be treated as an
extraordinary item under GAAP or any loss realized upon the sale or other
disposition of any asset that is not sold in the ordinary course of business or
of any Capital Stock of a Restricted Subsidiary; and (b) there shall be included
therein the amount of cash realized by the Company or any of its Restricted
Subsidiaries during such period on account of dividends or other distributions
theretofore paid in other than cash or tangible property or tangible assets by a
Person which is not a Restricted Subsidiary.
"CONSOLIDATED NET WORTH" means the amount which at any date of
determination, in conformity with GAAP consistently applied, would be set forth
under the caption "stockholders' equity" (or any like caption) on the
consolidated balance sheet of the Company and its Restricted Subsidiaries,
exclusive of amounts attributable to Redeemable Stock. If the Company has
changed one or more of the accounting principles used in the preparation of its
financial statements because of a change mandated by the Financial Accounting
Standards Board or its successor, then Consolidated Net Worth shall mean the
Consolidated Net Worth the Company would have had if the Company had continued
to use those generally accepted accounting principles employed on the date of
the Senior Debt Securities Indenture.
"CONTINENTAL GUARANTY" means the Guaranty dated as of October 7, 1983
between The Continental Group, Inc. and the Company, as amended from time to
time.
"CONTINUING DIRECTOR" means any member of the Board of Directors, while
such person is a member of such Board of Directors, who is not an Acquiring
Person, or an affiliate or associate of an Acquiring Person or a representative
of an Acquiring Person or of any such affiliate or associate and who (a) was a
member of the Board of Directors prior to the date of the Senior Debt Securities
Indenture, or (b) subsequently becomes a member of such
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Board of Directors and whose nomination for election or election to such Board
of Directors is recommended or approved by resolution of a majority of the
Continuing Directors or who is included as a nominee in a proxy statement of the
Company distributed when a majority of such Board of Directors consists of
Continuing Directors.
"CREDIT AGREEMENTS" means (i) the credit agreement, dated as of March 1,
1989, by and among the Company, the financial institutions signatory thereto,
Bankers Trust Company, as agent for such financial institutions, and Citibank,
N.A., Manufacturers Hanover Trust Company (now Chemical Bank) and The First
National Bank of Chicago, as co-agents for such financial institutions, as
amended, modified, refinanced or extended from time to time (the "U.S. Credit
Agreement"), (ii) the credit agreement, dated as of March 1, 1989, by and among
Stone-Consolidated Inc., the financial institutions signatory thereto, Bankers
Trust Company, as agent for such financial institutions, and Citibank, N.A.,
Manufacturers Hanover Trust Company (now Chemical Bank) and The First National
Bank of Chicago, as co-agents for such financial institutions, as amended,
modified, refinanced, or extended from time to time (the "Canadian Credit
Agreement") and (iii) the revolving credit agreement, dated as of March 1, 1989,
by and among Stone-Consolidated Inc., the financial institutions signatory
thereto, BT Bank of Canada, as administrative agent, The Bank of Nova Scotia, as
payment agent, and Bankers Trust Company, as collateral agent, as amended,
modified, refinanced or extended from time to time (the "Canadian Revolver").
"GAAP" means generally accepted accounting principles, as in effect as of
the date of the Senior Debt Securities Indenture in the United States of
America, set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as is approved by a significant
segment of the accounting profession.
"INDEBTEDNESS" means (without duplication), with respect to any Person, (i)
any obligation of such Person to pay the principal of, premium, if any, interest
on, penalties, reimbursement or indemnification amounts, fees, expenses or other
amounts relating to any indebtedness, and any other liability, contingent or
otherwise, of such Person (A) for borrowed money or the deferred purchase price
of property or services (excluding trade payables and payables, indebtedness,
obligations and other liabilities of the Company to any Restricted Subsidiary or
of any Restricted Subsidiary to the Company or to any other Restricted
Subsidiary), whether or not the recourse of the lender is to the whole of the
assets of such Person or only to a portion thereof; (B) for any letter of credit
for the account of such Person supporting other obligations of such Person
described in this definition; or (C) for the payment of money relating to a
Capitalized Lease Obligation; (ii) the unrecovered investment of a purchaser
(other than the Company or any of its Restricted Subsidiaries) of such Person's
Receivables pursuant to a Receivables purchase facility or otherwise (whether or
not characterized as a sale of such Receivables or a secured loan, but excluding
any disposition of Receivables in connection with a disposition of fixed assets
or a business of such Person and any disposition of defaulted Receivables for
collection), together with any obligation of such Person to pay any discount,
interest, fees, indemnification amounts, penalties, recourse on account of the
uncollectability of Receivables, expenses or other amounts in connection
therewith; (iii) any obligation of another Person (other than a Restricted
Subsidiary of such Person) of the kind described in the preceding clause (i) or
(ii), which the Person has guaranteed or which is otherwise its legal liability;
(iv) any obligation of another Person (other than a Restricted Subsidiary of
such Person) of the kind described in the preceding clause (i) or (ii) secured
by a Lien to which the property or assets of such Person are subject, whether or
not the obligation secured thereby shall have been assumed by or shall otherwise
be such Person's legal liability; and (v) any renewals, extensions or refundings
of any of the foregoing described in any of the preceding clauses (i), (ii),
(iii) and (iv). The "amount" or "principal amount" of Indebtedness of any Person
at any date, as used herein, shall be the outstanding principal amount at such
date of all unconditional Indebtedness, the maximum principal amount of any
contingent Indebtedness or the unrecovered purchaser's investment in a sale of
Receivables, in each case at such date and without taking into account any
premium, interest, penalties, reimbursement or indemnification amounts, fees,
expenses or other amounts (other than principal or unrecovered purchaser's
investment) in respect thereof; PROVIDED, HOWEVER, that (y) with respect to
Indebtedness described in clause (iv) above, the amount of Indebtedness shall be
the lesser of (a) the amount of the Indebtedness of such other Person that is
secured by the property or assets of such Person and (b) the fair market value
of the property or assets securing such Indebtedness, and (z) with respect to
revolving credit, revolving Receivables purchases or other similar arrangements,
the amount of Indebtedness thereunder shall be as follows: (a) in respect of (1)
revolving credit facilities under the Credit Agreements and (2) commitments
under other
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revolving credit, revolving Receivables purchases or other similar arrangements
the use of the proceeds of which is restricted primarily to the payment of
Indebtedness of the Company or any Restricted Subsidiary permitted by the Senior
Debt Securities Indenture, the principal amounts outstanding thereunder at such
date; and (b) in respect of commitments under all other revolving credit,
revolving Receivables purchases and other similar arrangements, the amounts of
such commitments as of the date of determination.
"ORDINARY COURSE OF BUSINESS LIENS" means, with respect to any person,
(i) Liens for taxes, assessments, governmental charges, levies or claims
not yet delinquent or being contested in good faith;
(ii) statutory Liens of landlords, carriers, warehousemen, mechanics,
suppliers, materialmen, repairmen or other like Liens arising in the ordinary
course of business (including the construction of facilities) or deposits to
obtain the release of such Liens;
(iii) Liens in connection with workers' compensation, unemployment insurance
and other similar legislation;
(iv) zoning restrictions, licenses, easements, rights-of-way and other
similar charges or encumbrances or restrictions not interfering in any material
respect with the business of such Person or any of its Subsidiaries;
(v) Liens securing such Person's obligations with respect to commercial
letters of credit;
(vi) Liens to secure public or statutory obligations of such Person;
(vii) judgment and attachment Liens against such Person not giving rise to a
Default under the Debt Securities of any series or Liens created by or existing
from any litigation or legal proceeding against such Person which is currently
being contested in good faith by such Person in appropriate proceedings;
(viii) leases or subleases granted to other Persons or existing on property
acquired by such Persons;
(ix) Liens encumbering property or assets of such Person under construction
arising from progress or partial payments;
(x) Liens encumbering customary initial deposits and margin accounts and
other Liens securing obligations arising out of Interest Swap Obligations,
Currency Agreements and Commodities Agreements, in each case of the type
typically securing such obligations; PROVIDED, HOWEVER, that if such Interest
Swap Obligations, Currency Agreements and Commodities Agreements relate to
Indebtedness not incurred in violation of the Senior Debt Securities Indenture,
such Lien may also cover the property and assets securing the indebtedness to
which such Interest Swap Obligations, Currency Agreements and Commodities
Agreements relate;
(xi) Liens encumbering deposits made to secure obligations arising from
public, statutory, regulatory, contractual or warranty requirements or
obligations of such Person or its Subsidiaries (not constituting Indebtedness);
(xii) Liens arising from filing UCC financing statements regarding leases or
consignments;
(xiii) purchase money Liens securing payables (not constituting Indebtedness)
arising from the purchase by such Person or any of its Affiliates of any
equipment or goods in the ordinary course of business;
(xiv) Liens arising out of consignment or similar arrangement for the sale of
goods entered into by such Person or any of its Subsidiaries in the ordinary
course of business;
(xv) Liens in the ordinary course of business granted by such Person to
secure the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, government contracts, or progress payments, performance and
return-of-money bonds and other similar obligations (not constituting
Indebtedness);
(xvi) Liens in favor of collecting banks constituting a right of set-off,
revocation, refund or chargeback with respect to money or instruments of the
Company or any Subsidiary on deposit with or in the possession of such bank; and
(xvii) Liens in favor of customs and revenue authorities.
"PERMITTED EXISTING INDEBTEDNESS OF AN ACQUIRED PERSON" means Indebtedness
of any Person (which may be assumed or guaranteed by, or may otherwise become
the legal liability of, the Company or any Restricted Subsidiary with or into
which such Person is merged or consolidated) existing at the time such Person
becomes a
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Restricted Subsidiary, or is merged with or into or consolidated with the
Company or one of its Restricted Subsidiaries, so long as such Indebtedness was
not created in anticipation of or as a result of such Person becoming a
Restricted Subsidiary or of such merger or consolidation, and any Indebtedness
to the extent exchanged for, or the net proceeds of which are used to refinance,
redeem or defease, such Indebtedness (or any extension, renewal or refinancing
thereof), or to finance any costs incurred in connection with such exchange,
refinancing, redemption or defeasance; PROVIDED, HOWEVER, that the proceeds of
such Indebtedness shall be used to so refinance, redeem or defease the
Indebtedness within 12 months of the incurrence of such subsequent Indebtedness.
"PERMITTED INDEBTEDNESS" means (i)(a) any Indebtedness in a principal
amount not exceeding the principal amount outstanding or committed under the
Credit Agreements (including any letter of credit facility, but without
duplication with respect to commitments for loans the use of proceeds of which
is restricted to repayment of other Indebtedness under the Credit Agreements) as
of the date of the Senior Debt Securities Indenture (approximately $2.52
billion), PLUS $250 million, and LESS the proceeds from the sale of all Senior
Debt Securities issued from time to time that are applied to repay Indebtedness
under the Credit Agreements; (b) any Indebtedness in a principal amount not
exceeding 80% of the aggregate face amount of Receivables of the Company and its
Restricted Subsidiaries (measured as of the latest date as of which information
regarding Receivables is available) and constituting Indebtedness described in
clause (ii) of the definition of Indebtedness or outstanding pursuant to any
other revolving credit facility; and (c) any Indebtedness under Senior Debt
Securities the proceeds of which shall be used to repay Indebtedness under the
Credit Agreements within five Business Days after any such issuance; PROVIDED,
HOWEVER, that:
(1) the aggregate principal amount permitted to be outstanding under
clause (a) shall be reduced by the aggregate amount of any subsequent
repayments or prepayments of any Senior Indebtedness (other than the Senior
Debt Securities) out of the proceeds of Asset Dispositions as described
under "LIMITATION ON ASSET DISPOSITIONS" above and, thereafter, shall be
increased if, at the end of the fourth consecutive complete fiscal quarter
after the initial reduction pursuant to this clause (1) or at any
anniversary of the end of such fourth fiscal quarter, the Consolidated Free
Cash Flow of the Company for the preceding four quarters has been zero or
greater, in which event the amount of the increase shall be the amount by
which the consolidated capital expenditures of the Company and its
Restricted Subsidiaries not financed by Indebtedness referred to in clause
(vi) of this definition during such four-quarter period exceeds Consolidated
Depreciation Expense for such period (provided any such increase shall be
made only to the extent all such reductions occurring prior to the four
fiscal quarters for which such calculation of Consolidated Free Cash Flow
has been made exceed all prior increases pursuant to this clause (1));
(2) (A) the aggregate amount permitted to be incurred under clause (a)
shall be reduced by (x) the principal amount outstanding under the Credit
Agreements on the date of the Senior Debt Securities Indenture net of
subsequent reductions thereof, and (B) the aggregate amount permitted to be
incurred under clause (b) shall be reduced by the principal amount
outstanding under the Pledge and Administration Agreement, dated as of
August 15, 1991, between Stone Financial Corporation and Castlewood Funding
Corporation (the "Castlewood Agreement") on the date of the Senior Debt
Securities Indenture net of subsequent reductions thereof;
(3) the Permitted Indebtedness contemplated by this clause (i) may be
incurred by the Company and, in the case of Permitted Indebtedness
constituting Indebtedness under clause (ii) of the definition of
Indebtedness, by the Company or any Restricted Subsidiary; and
(4) any Restricted Subsidiary in the Stone-Consolidated Group may incur,
assume or guarantee any Indebtedness under clauses (i)(a) and (i)(b) above:
(A) under any revolving credit facilities of Restricted Subsidiaries in the
Stone-Consolidated Group entered into pursuant to this clause (i) for which
the aggregate amount committed thereunder does not exceed an amount equal to
(x) the aggregate amount committed as of the date of the Senior Debt
Securities Indenture under the revolving credit facility of the
Stone-Consolidated Group (the "Canadian Revolver") contained in the Credit
Agreements, PLUS (y) an amount not exceeding $200 million to finance
increases after the date of the Senior Debt Securities Indenture in the
working capital of Restricted Subsidiaries in the Stone-Consolidated Group,
LESS (z) the principal amount outstanding on the date of the Senior Debt
Securities Indenture under the Canadian Revolver (net of subsequent
reductions thereof),
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(B) as to which an officer of the Company shall have determined in good
faith (which determination shall be evidenced by a certificate of such
officer) that such Indebtedness is for a bona fide business purpose of such
Restricted Subsidiary and that during the term of such Indebtedness the
taxable income (before deduction of interest expense) against which the
interest expense for such Indebtedness can be deducted is not reasonably
anticipated to be significantly less than the aggregate interest expense
which can be deducted against such taxable income or (C) which is currently
outstanding under the term loan facility of the U.S. Credit Agreement, such
Indebtedness incurred, assumed or guaranteed under this clause (C) to be in
a principal amount not exceeding (x) the principal amount outstanding as of
the date of the Senior Debt Securities Indenture under the term loan
facility under the U.S. Credit Agreement LESS (y) the proceeds from the sale
of all Senior Debt Securities issued from time to time that are applied to
repay such term loan facility;
(ii) Permitted Subordinated Indebtedness;
(iii) Permitted Refinancing Indebtedness;
(iv) Permitted Stone-Consolidated Indebtedness;
(v) Permitted Existing Indebtedness of an Acquired Person;
(vi) Indebtedness incurred for the purpose of acquiring Capital Stock of
another Person, assets comprising a business or line of business or intangible
assets or acquiring, constructing or improving fixed assets, in each case
related primarily to, or used in connection with, the paper or forest products
businesses and which (a) constitutes all or a portion of (but not more than) the
purchase price of such Capital Stock or assets (such purchase price including
any Indebtedness assumed or repaid in connection with such purchase) or the cost
of construction or improvement of such assets (together with any transaction
costs relating to such purchase, construction or improvement), (b) is incurred
prior to, at the time of or within 270 days after the acquisition, construction
or improvement of such assets for the purpose of financing the purchase price of
such Capital Stock or assets or the cost of construction or improvement thereof
(together with any transaction costs relating to such purchase, construction or
improvement) and (c) is the direct or guaranteed obligation of any of (1) the
Company, (2) a Restricted Subsidiary formed for the purpose of acquiring such
Capital Stock or assets (and having no material assets other than assets to be
used for such acquisition), (3) any Person comprised within the acquired assets
or (4) in the case of the construction or improvement of fixed assets, the
Restricted Subsidiary which will own such assets, or any extension, renewal or
refinancing of such Indebtedness; PROVIDED, HOWEVER, that the amount so
extended, renewed or refinanced shall not exceed the principal amount
outstanding on the date of such extension, renewal or refinancing, PLUS costs
incurred in connection with any such extension, renewal or refinancing (it being
understood that any fixed assets included within capital expenditures which
increased Indebtedness permitted under clause (i) of the definition of Permitted
Indebtedness pursuant to clause (1) to the proviso to such clause may not be
financed pursuant to this clause (vi));
(vii) Indebtedness in an aggregate principal amount not to exceed $300
million at any one time outstanding; PROVIDED, HOWEVER, that no Restricted
Subsidiary may incur Indebtedness under this clause (vii) to the extent that
after the incurrence of such Indebtedness the sum (without duplication) of (x)
all Indebtedness of Restricted Subsidiaries incurred under this clause (vii),
PLUS (y) Indebtedness and other obligations then secured pursuant to clause
(xii) of the definition of Permitted Liens, PLUS (z) the amount of Indebtedness
that was not incurred pursuant to clause (i)(b) of this definition and is
secured pursuant to clause (vi) of the definition of Permitted Liens shall
exceed $300 million;
(viii) Indebtedness of the Company in an aggregate principal amount not to
exceed $250 million at any one time outstanding;
(ix) any Interest Swap Obligations, Currency Agreements or Commodities
Agreements relating to Indebtedness that was not incurred in violation of the
terms of the Senior Debt Securities Indenture; and
(x) Indebtedness to finance an increase in the working capital of any Person
or Persons that (a) are organized under the laws of a jurisdiction other than
the United States or any subdivision thereof and (b) became Restricted
Subsidiaries after the date of the Senior Debt Securities Indenture; PROVIDED,
HOWEVER, that Indebtedness pursuant to this clause (x) is the obligation of the
Company or such Person or Persons.
"PERMITTED LIENS" means, with respect to any Person,
(i) Ordinary Course of Business Liens;
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(ii) Liens upon property or assets acquired or constructed by such Person or
any Affiliate after the date of the Senior Debt Securities Indenture or
constituting improvements after the date of the Senior Debt Securities Indenture
to property or assets; PROVIDED, HOWEVER, that (a) any such Lien is created
solely for the purpose of securing Indebtedness representing, or incurred to
finance or refinance, the purchase price (such purpose price including any
Indebtedness assumed or repaid in connection with such purchase) or cost of
construction of the property or assets subject thereto or of such improvement,
(b) the principal amount of the Indebtedness secured by such Lien does not
exceed 100% of such purchase price or cost (together with any transaction costs
relating to such purchase, construction or improvement), (c) such Lien does not
extend to or cover any other property or assets other than such property,
assets, improvement and any other improvements thereon (or, in the case of any
construction or improvement, any substantially unimproved real property on which
the property is constructed or the improvement is located) and (d) the
occurrence of such Indebtedness is permitted by clause (vi) of the definition of
Permitted Indebtedness;
(iii) Liens securing obligations with respect to letters of credit (other
than commercial letters of credit) to the extent the obligations supported by
such letters of credit may be secured without violating the limitation on liens
described under "Limitation on Future Liens and Guaranties;"
(iv) Liens covering property subject to any Capitalized Lease Obligation or
other lease which was not entered into in violation of the Senior Debt
Securities Indenture securing the interest of the lessor or other Person under
such Capitalized Lease Obligation or other lease;
(v) Liens securing obligations to a trustee pursuant to the compensation and
indemnity provisions of any indenture (including the Senior Debt Securities
Indenture) and Liens securing obligations to a trustee or agent with respect to
collateral for any Indebtedness;
(vi) Liens created in connection with a disposition of Receivables (whether
or not characterized as a sale of such Receivables or a secured loan) not
prohibited by the Senior Debt Securities Indenture on (a) such Receivables, (b)
collateral securing such Receivables, (c) goods or services, the sale, lease or
furnishing of which gave rise to such Receivables, (d) books and records
relating to such Receivables, (e) agreements or arrangements supporting or
securing such Receivables and (f) incidental property and assets relating to any
of the foregoing; PROVIDED, HOWEVER, that the aggregate amount at any time of
Indebtedness that is secured pursuant to this clause (vi) and was not incurred
pursuant to clause (i)(b) of the definition of Permitted Indebtedness, shall at
no time exceed (x) $300 million LESS (y) the sum of Indebtedness and other
obligations then secured pursuant to clause (xii) of this definition PLUS the
then outstanding principal amount of Indebtedness of Restricted Subsidiaries
incurred under clause (vii) of the definition of Permitted Indebtedness (and not
secured pursuant to this clause (vi) or such clause (xii));
(vii) Liens upon property or assets of the Company created in substitution
and exchange for a Permitted Lien upon other property or assets of the Company
or any of its Subsidiaries and Liens upon property or assets of any Subsidiaries
of the Company created in substitution and exchange for a Permitted Lien upon
other property or assets of any Subsidiaries of the Company; PROVIDED, HOWEVER,
that (a) such Permitted Lien is released contemporaneously with the creation of
the Lien in substitution therefor, (b) the fair market value of the property or
assets with respect to the Lien so released is substantially the same as the
fair market value of the property or assets subject to the Lien created in
substitution therefor and (c) no Lien may be placed on property or assets of the
Company or a Restricted Subsidiary in substitution and exchange for a Lien upon
property or assets of an Unrestricted Subsidiary;
(viii) Liens upon property or assets of a Subsidiary of a Person securing
Indebtedness of such Person or of such Subsidiary, which Liens are created in
substitution and exchange for an outstanding pledge by such Person of a majority
of the Capital Stock of such Subsidiary for the purpose of securing such
Indebtedness (or a guaranty in respect thereof); PROVIDED, HOWEVER, that if the
property and assets of such Subsidiary to be subjected to such Liens have a fair
market value in excess of $25 million, such Subsidiary shall have guaranteed the
obligations of the Company in respect of the Senior Debt Securities and, if
requested by the Trustee, such Subsidiary shall have waived all its rights of
subrogation and reimbursement from the Company in connection with such guaranty;
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(ix) Liens upon any property or assets (a) existing at the time of
acquisition thereof by the Company or any Subsidiary, (b) of a Person existing
at the time such Person is merged with or into or consolidated with the Company
or any Subsidiary of the Company or existing at the time of a sale or transfer
of any such property or assets of such Person to the Company or any Subsidiary
of the Company or (c) of a Person existing at the time such Person becomes a
Subsidiary of the Company; PROVIDED, HOWEVER, that such Liens shall not have
been created in contemplation of such sale, merger, consolidation, transfer or
acquisition;
(x) Liens existing at the date of the Senior Debt Securities Indenture;
(xi) (a) Liens upon any property or assets of the Company and its Restricted
Subsidiaries securing Indebtedness under the Credit Agreements in a principal
amount not exceeding the principal amount outstanding or committed under the
Credit Agreements (including any letter of credit facility, but without
duplication with respect to commitments for loans the use of proceeds of which
is restricted to repayment of other Indebtedness under the Credit Agreements) as
of the date of the Senior Debt Securities Indenture LESS (y) the proceeds from
the sale of all Senior Debt Securities issued from time to time that are applied
to repay Indebtedness under the Credit Agreements and PLUS (z) $250 million and
(b) Liens securing Indebtedness permitted by clause (i) of the definition of
Permitted Indebtedness upon property or assets that as of the date of the Senior
Debt Securities Indenture secured the Credit Agreements or the Castlewood
Agreement;
(xii) Liens securing Indebtedness or other obligations of the Company and its
Restricted Subsidiaries not to exceed an aggregate principal amount of $350
million LESS, at any time, the sum of (y) the then outstanding principal amount
of Indebtedness of Restricted Subsidiaries incurred under clause (vii) of the
definition of Permitted Indebtedness (and not secured pursuant to this clause
(xii) or clause (vi) of this definition) PLUS (z) the amount of Indebtedness
secured pursuant to clause (vi) of this definition and not incurred pursuant to
clause (i)(b) of the definition of Permitted Indebtedness;
(xiii) Liens upon property or assets of a Subsidiary securing Indebtedness or
other obligations owing to the Company;
(xiv) Liens on proceeds of any property or assets subject to a Lien permitted
by the other clauses of this definition;
(xv) any equal and ratable Lien that is granted pursuant to the Continental
Guaranty and that relates to a Lien that otherwise constitutes a Permitted Lien;
(xvi) Liens on property or assets used to defease Indebtedness that was not
incurred in violation of the Senior Debt Securities Indenture;
(xvii) Liens on property or assets of any Restricted Subsidiary organized
under the laws of a jurisdiction other than the United States or any subdivision
thereof securing Indebtedness of such Restricted Subsidiary outstanding as of
the date of the Senior Debt Securities Indenture (or any extension, renewal or
refinancing thereof); and
(xviii) any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of any Lien referred to in the
foregoing clauses (i) through (xvii) (covering the same property and assets as
such Lien);
PROVIDED, HOWEVER, that no Lien described in any of the foregoing clauses other
than clause (xi)(a) shall encumber the rights of the Company with respect to
Indebtedness, obligations and other liabilities owed to the Company by any
Restricted Subsidiary or to any Restricted Subsidiary by the Company or another
Restricted Subsidiary.
"'PERMITTED REFINANCING INDEBTEDNESS" means Indebtedness of (i) the Company
to the extent exchanged for, or the net proceeds of which are used to refinance,
redeem or defease, Indebtedness of the Company or any Restricted Subsidiary (or
any extension, renewal or refinancing thereof) outstanding at the time of
incurrence of such subsequent Indebtedness, or to finance any costs incurred in
connection with any such exchange, refinancing, redemption or defeasance, (ii) a
Restricted Subsidiary to the extent exchanged for, or the net proceeds of which
are used to refinance, redeem or defease, Indebtedness of such Restricted
Subsidiary (or any extension, renewal or refinancing thereof) outstanding at the
time of incurrence of such subsequent Indebtedness, or to finance any costs
incurred in connection with any such exchange, refinancing, redemption or
defeasance, or (iii) the Company or a
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Restricted Subsidiary to the extent exchanged for, or the net proceeds of which
are used to refinance, redeem or defease, any then outstanding industrial
revenue or development bonds that were outstanding at the date of the Senior
Debt Securities Indenture (or any extension, renewal or refinancing thereof), or
to finance any costs incurred in connection with such exchange, refinancing or
defeasance; PROVIDED, HOWEVER, that, in the case of (i) (ii) or (iii), the
proceeds of such Indebtedness shall be used to so refinance, redeem or defease
the Indebtedness within 12 months of the incurrence of such subsequent
Indebtedness; and PROVIDED, FURTHER, that the only Indebtedness which may be
subject to exchange, refinancing, redemption or defeasance pursuant to clause
(i), (ii) or (iii) of this definition shall be Indebtedness outstanding as of
the date of the Senior Debt Securities Indenture (other than Indebtedness under
the Credit Agreements, Subordinated Indebtedness and Indebtedness under lines of
credit) or any extension, renewal or refinancing thereof, and Indebtedness that
is incurred after the date of the Senior Debt Securities Indenture (other than
solely as Permitted Indebtedness).
"PERMITTED STONE-CONSOLIDATED INDEBTEDNESS" means Indebtedness of the
Company or a Restricted Subsidiary in the Stone-Consolidated Group outstanding
pursuant to lines of credit in an aggregate principal amount not to exceed U.S.
$100 million (of which not more than Canadian $60 million, or such greater
amount as may be determined and evidenced in the manner specified in clause
(4)(B) to the proviso to clause (i) of the definition of Permitted Indebtedness,
may be owed by Restricted Subsidiaries in the Stone-Consolidated Group) at any
one time outstanding or pursuant to any extension, renewal or refinancing of
such outstanding amount PLUS any costs incurred in connection with any such
extension, renewal or refinancing; PROVIDED, HOWEVER, that the aggregate
principal amount permitted to be incurred under this definition shall be reduced
by the principal amount under lines of credit outstanding on the date of the
Senior Debt Securities Indenture net of subsequent repayments or reductions
thereof.
"PERMITTED SUBORDINATED INDEBTEDNESS" means (i) Subordinated Indebtedness
of the Company to the extent exchanged for, or the net proceeds of which are
used to refinance, redeem or defease, then outstanding Subordinated Indebtedness
of the Company that was outstanding at the date of the Senior Debt Securities
Indenture (or any extension, renewal or refinancing thereof), or to finance any
costs incurred in connection with any such exchange, refinancing, redemption or
defeasance; PROVIDED, HOWEVER, that (a) such Subordinated Indebtedness does not
have a shorter weighted average life than that then remaining for, or a maturity
earlier than that of, the Indebtedness so exchanged, refinanced, redeemed or
defeased, except that in the case of any exchange, such Subordinated
Indebtedness may have a maturity that is earlier (but not more than six months
earlier) than that of the Indebtedness so exchanged, provided that the
Subordinated Indebtedness shall have the same or a longer weighted average life
than that then remaining for the Indebtedness so exchanged and (b) in the case
of refinancings, redemptions or defeasances, the proceeds of such Subordinated
Indebtedness shall be used to so refinance, redeem, or defease the Indebtedness
within 12 months of the incurrence of such subsequent Subordinated Indebtedness;
and (ii) Indebtedness of the Company in an aggregate principal amount not to
exceed $250 million at any one time outstanding, so long as such Indebtedness
(a) constitutes Subordinated Indebtedness and (b) does not have a weighted
average life that is shorter than that then remaining for the Senior Debt
Securities then Outstanding or a maturity that is earlier than the latest
maturity of the Senior Debt Securities then Outstanding.
"RECEIVABLES" means receivables, chattel paper, instruments, documents or
intangibles evidencing or relating to the right to payment of money.
"REDEEMABLE STOCK" means, with respect to any Person, any Capital Stock
that by its terms or otherwise is required to be redeemed or purchased by such
Person or any of its Subsidiaries prior to 30 days after the latest maturity
date of the Senior Debt Securities of any series then Outstanding, or is
redeemable or subject to mandatory purchase or similar put rights at the option
of the Holder thereof at any time prior to 30 days after the latest maturity
date of the Senior Debt Securities of any series then Outstanding, or any
security which is convertible or exchangeable into a security which has such
provisions.
"RESTRICTED SUBSIDIARY" means any Subsidiary of the Company other than an
Unrestricted Subsidiary.
"SENIOR INDEBTEDNESS" means the principal of, interest on and other amounts
due on (i) Indebtedness of the Company, whether outstanding on the date of the
Senior Debt Securities Indenture or thereafter created, incurred, assumed or
guaranteed by the Company in compliance with the Senior Debt Securities
Indenture, (ii) obligations of the Company related to the termination of
Interest Swap Obligations, Currency Agreements or Commodities
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Agreements pertaining to Indebtedness described under clause (i) above and (iii)
principal of or interest on the Senior Debt Securities. Notwithstanding anything
to the contrary in the foregoing, Senior Indebtedness shall not include: (a)
Subordinated Indebtedness, (b) Indebtedness of or amounts owed by the Company
for compensation to employees, for goods or materials purchased in the ordinary
course of business or for services or (c) Indebtedness of the Company to a
Subsidiary of the Company.
"SPECIFIED BANK DEBT" means (i) all Indebtedness and other monetary
obligations owing now or hereafter by the Company under the Credit Agreements
and the Company's guaranty of any Indebtedness or other monetary obligation of
any of its Subsidiaries under the Credit Agreements or any credit facilities
with the banks signatory to the Credit Agreements (or with banks affiliated with
such banks) so long as such facilities are related to the Credit Agreements (the
"Guaranteed Related Bank Facilities"); and (ii) Indebtedness owing now or
hereafter to banks or other financial institutions under credit facilities which
may in the future refinance, refund, replace, supplement or succeed (regardless
of any gaps in time) the Credit Agreements or Guaranteed Related Bank Facilities
(including extensions and restructurings and the inclusion of additional or
different or substitute lenders), so long as (a) the aggregate principal amount
outstanding (including available amounts under committed revolving credit or
similar working capital facilities, letter of credit facilities and other
commitments to provide credit) of such Indebtedness is at least equal to the
principal of all Senior Debt Securities then Outstanding (it being understood
that Indebtedness described in clause (i) above and issues of Indebtedness
having a principal amount lower than set forth in clause (b) below shall not be
included in this amount), (b) Indebtedness outstanding under each particular
credit facility has a principal amount outstanding (including available amounts
under committed revolving credit or similar working capital facilities, letter
of credit facilities and other commitments to provide credit) of at least $25
million and (c) such Indebtedness constitutes Senior Indebtedness.
"STONE-CONSOLIDATED GROUP" means Stone-Consolidated Inc. (now Stone
Container (Canada) Inc.) and its Subsidiaries existing as of the date of the
Senior Debt Securities Indenture.
"SUBORDINATED CAPITAL BASE" means the sum of (i) the Consolidated Net Worth
and (ii) to the extent not included in clause (i) above, the amounts (without
duplication) relating to (a) the principal amount of Subordinated Indebtedness
incurred after the date of the Senior Debt Securities Indenture which is
unsecured and which does not have at the time of incurrence of such Subordinated
Indebtedness a weighted average life that is shorter than the weighted average
life remaining for the Senior Debt Securities then Outstanding or a maturity
that is earlier than the latest maturity of the Senior Debt Securities then
Outstanding of any series; (b) redeemable stock of the Company that does not
constitute Redeemable Stock and (c) the principal amount of the 12 1/8%
Subordinated Debenture due September 15, 2001 of the Stone Southwest, Inc., the
11 1/2% Senior Subordinated Notes due September 1, 1999 of the Company and the
13 5/8% Subordinated Notes due June 1, 1995 of the Company or any Subordinated
Indebtedness exchanged for, or the net proceeds of which are used to refinance,
redeem or defease, such 11 1/2% Senior Subordinated Notes due September 1, 1999
or 13 5/8% Subordinated Notes due June 1, 1995 pursuant to clause (ii) of the
definition of "Permitted Indebtedness," that, in the case of clauses (a), (b)
and (c), as at the date of determination, in conformity with GAAP consistently
applied, would be set forth on the consolidated balance sheet of the Company and
its Restricted Subsidiaries.
"SUBORDINATED INDEBTEDNESS" means Indebtedness of the Company (whether
outstanding on the date of the Senior Debt Securities Indenture or thereafter
created, incurred, assumed or guaranteed by the Company) which, pursuant to the
terms of the instrument creating or evidencing the same, is subordinate to the
Senior Debt Securities in right of payment or in rights upon liquidation.
"SUBSIDIARY" means, with respect to any Person, (i) any corporation of
which at least a majority in interest of the outstanding Capital Stock having by
the terms thereof voting power under ordinary circumstances to elect directors
of such corporation, irrespective of whether or not at the time stock of any
other class or classes of such corporation shall have or might have voting power
by reason of the happening of any contingency, is at the time, directly or
indirectly, owned or controlled by such Person, or by one or more corporations a
majority in interest of such stock of which is similarly owned or controlled, or
by such Person and one or more other corporations a majority in interest of such
stock of which is similarly owned or controlled or (ii) any other Person (other
than a corporation) in which such Person, directly or indirectly, at the date of
determination thereof, has at least a majority equity ownership interest;
PROVIDED, HOWEVER, that, with respect to the Company, for purposes of the Senior
Debt
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Securities Indenture (other than the covenant referred to in the second
paragraph of "Limitation on Future Liens and Guaranties" above), "Subsidiary"
shall not include Stone Savannah River Pulp & Paper Corporation or Seminole
Kraft Corporation, each a Delaware corporation.
"UNRESTRICTED SUBSIDIARY" means a Subsidiary of the Company which has been
designated as an "Unrestricted Subsidiary" for purposes of the Senior Debt
Securities Indenture by the Company and (a) at least 20% of whose common stock
is held by one or more Persons (other than the Company and its Affiliates) which
acquired such common stock in a bona fide transaction for fair value and (b) at
least 10% of whose total capitalization at the time of designation is in the
form of common stock or at least 15% of the fair market value of whose assets at
such time shall have been contributed by such Person. An Unrestricted Subsidiary
may be designated to be a Restricted Subsidiary only if, at the time of such
designation, all Indebtedness and Liens of such Subsidiary could be incurred
under the Senior Debt Securities Indenture.
PARTICULAR TERMS OF THE SENIOR
SUBORDINATED DEBT SECURITIES AND
SUBORDINATED DEBT SECURITIES
The following description of the Senior Subordinated Debt Securities and the
Subordinated Debt Securities sets forth the general terms and provisions of the
Senior Subordinated Debt Securities or Subordinated Debt Securities to which any
Prospectus Supplement may relate. Additional terms of the Senior Subordinated
Debt Securities and the Subordinated Debt Securities, respectively, are
described below. The specific terms of the Senior Subordinated Debt Securities
or Subordinated Debt Securities offered by any Prospectus Supplement and the
extent, if any, to which such general provisions may apply will be described in
the Prospectus Supplement relating to such Senior Subordinated Debt Securities
or Subordinated Debt Securities.
For purposes of the description of the Senior Subordinated Debt Securities
and the Subordinated Debt Securities under the captions "Particular Terms of the
Senior Subordinated Debt Securities and Subordinated Debt Securities,"
"Additional Terms of the Senior Subordinated Debt Securities" and "Additional
Terms of the Subordinated Debt Securities," certain defined terms have the
following meanings:
"SENIOR INDEBTEDNESS" means the principal of, interest on and other amounts
due on (i) Indebtedness of the Company, whether outstanding on the dates of the
Senior Subordinated Debt Securities Indenture or the Subordinated Debt
Securities Indenture or thereafter created, incurred, assumed or guaranteed by
the Company in compliance with the Senior Subordinated Debt Securities Indenture
or the Subordinated Debt Securities Indenture, for money borrowed from banks or
other financial institutions, including, without limitation, money borrowed
under the Credit Agreements and any refinancings or refundings thereof; (ii)
Indebtedness of the Company, whether outstanding on the dates of the Senior
Subordinated Debt Securities Indenture or the Subordinated Debt Securities
Indenture or thereafter created, incurred, assumed or guaranteed by the Company
in compliance with the Senior Subordinated Debt Securities Indenture or the
Subordinated Debt Securities Indenture, which is not Senior Subordinated
Indebtedness or Junior Subordinated Indebtedness; and (iii) Indebtedness of the
Company under interest rate swaps, caps or similar hedging agreements and
foreign exchange contracts, currency swaps or similar agreements.
Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness
shall not include: (a) Indebtedness of or amounts owed by the Company for
compensation to employees, or for goods or materials purchased in the ordinary
course of business, or for services, or (b) Indebtedness of the Company to a
subsidiary of the Company.
"INDEBTEDNESS" means, with respect to any person, (i) any obligation of such
person to pay the principal of, premium, if any, interest on (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company, whether or not a claim for such
post-petition interest is allowed in such proceeding), penalties, reimbursement
or indemnification amounts, fees, expenses or other amounts relating to any
indebtedness and any other liability, contingent or otherwise, of such person
(A) for borrowed money (whether or not the recourse of the lender is to the
whole of the assets of such person or only to a portion thereof), (B) evidenced
by a note, debenture or similar instrument (including a purchase money
obligation) given in connection with the acquisition of any property or assets
(other than inventory or similar property acquired in the ordinary course of
business), including securities, (C) for goods, materials or services purchased
in the ordinary
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course of business, (D) for any letter of credit or performance bond in favor of
such person, or (E) for the payment of money relating to a Capitalized Lease
Obligation; (ii) any liability of others of the kind described in the preceding
clause (i), which the person has guaranteed or which is otherwise its legal
liability; (iii) any obligation secured by a Lien to which the property or
assets of such person are subject, whether or not the obligations secured
thereby shall have been assumed by or shall otherwise be such person's legal
liability; and (iv) any and all deferrals, renewals, extensions and refunding
of, or amendments, modifications or supplements to, any liability of the kind
described in any of the preceding clauses (i), (ii) or (iii). The amount of
Indebtedness of any person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above, plus the maximum
amount of any contingent obligations as described above, in each case at such
date.
"SENIOR SUBORDINATED INDEBTEDNESS" means Indebtedness of the Company
(whether outstanding on the dates of the Senior Subordinated Debt Securities
Indenture or the Subordinated Debt Securities Indenture or thereafter created,
incurred, assumed or guaranteed by the Company) which, pursuant to the terms of
the instrument creating or evidencing the same, is subordinate in right of
payment to the Senior Indebtedness and senior in right of payment to the Junior
Subordinated Indebtedness.
"JUNIOR SUBORDINATED INDEBTEDNESS" means Indebtedness of the Company
(whether outstanding on the dates of the Senior Subordinated Debt Securities
Indenture or the Subordinated Debt Securities Indenture or thereafter created,
incurred, assumed or guaranteed by the Company) which, pursuant to the terms of
the instrument creating or evidencing the same, is subordinate in right of
payment to the Senior Indebtedness and the Senior Subordinated Indebtedness.
CHANGE IN CONTROL
Upon the occurrence of a Change in Control (the "Change in Control Date")
and subject to the requirements of the next succeeding sentence, each Holder of
Senior Subordinated Debt Securities or Subordinated Debt Securities shall have
the right, at the Holder's option, to require the Company to purchase all or any
part (provided that the principal amount must be $1,000 or an integral multiple
thereof) of such Holder's Senior Subordinated Debt Securities or Subordinated
Debt Securities pursuant to the offer described below (the "Change in Control
Offer") at a purchase price equal to 101% of the principal amount of such Senior
Subordinated Debt Securities or Subordinated Debt Securities plus accrued and
unpaid interest, if any, to the date of such purchase. It shall be a condition
precedent to such right of any Holder to require the purchase of any such Senior
Subordinated Debt Securities or Subordinated Debt Securities that prior thereto,
and prior to giving the notice to Holders provided below, the Company shall have
first (1) repaid in full in cash all Specified Bank Debt or (2) obtained the
requisite consent of holders of such Specified Bank Debt to permit the purchase
of such Senior Subordinated Debt Securities or Subordinated Debt Securities.
Promptly upon satisfaction of either one of the conditions precedent
described above, the Company shall mail a notice (which notice shall contain all
instructions and materials necessary to enable Holders to tender Senior
Subordinated Debt Securities or Subordinated Debt Securities) to each Holder of
Senior Subordinated Debt Securities or Subordinated Debt Securities of each
applicable series. All Senior Subordinated Debt Securities or Subordinated Debt
Securities of each applicable series tendered will be accepted for payment on a
date which shall be no earlier than 30 days nor later than 40 days from the date
such notice is mailed (the "Change in Control Payment Date").
On the Change in Control Payment Date, the Company shall accept for payment
Senior Subordinated Debt Securities or Subordinated Debt Securities of each
applicable series or portions thereof tendered pursuant to the Change in Control
Offer, and deposit with the applicable Paying Agent money sufficient to pay the
purchase price of all Senior Subordinated Debt Securities or Subordinated Debt
Securities of each applicable series or portions thereof so accepted. The
applicable Paying Agent shall promptly mail or deliver to the Holder of Senior
Subordinated Debt Securities or Subordinated Debt Securities of each applicable
series so accepted payment in an amount equal to the purchase price, and the
applicable Trustee shall promptly authenticate and mail or make available for
delivery to such Holder a new Senior Subordinated Debt Security or Subordinated
Debt Security of the same series as, and equal in principal amount to, any
unpurchased portion of the Senior Subordinated Debt Security or Subordinated
Debt Security surrendered. The Company will publicly announce the results of the
Change in Control Offer.
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Whether a Change in Control has occurred depends entirely on the
accumulation of Common Stock of the Company and on certain changes in the
composition of the Company's Board of Directors. As a result, the Company can
enter into certain highly leveraged transactions, including certain
recapitalizations, mergers or stock repurchases, that would not result in the
application of the Change in Control provisions. With respect to any Change in
Control Offer, the Company intends to comply with the requirements of Section
14(e), Rule 14e-1 and Rule 13e-4 under the Exchange Act, if then applicable.
The Change in Control purchase feature of the Senior Subordinated Debt
Securities and the Subordinated Debt Securities may in certain circumstances
make more difficult or discourage a takeover of the Company and, thus, the
removal of incumbent management. The Change in Control purchase feature,
however, is not the result of management's knowledge of any specific effort to
accumulate shares of Common Stock or to obtain control of the Company by means
of a merger, tender offer, solicitation or otherwise, or part of a plan by
management to adopt a series of anti-takeover provisions. Instead, the Change in
Control purchase feature is a standard term contained in other similar debt
offerings. Change in control provisions are also contained in the Credit
Agreements and other indentures.
If a Change in Control were to occur, there can be no assurance that the
required condition precedent to a Holder's right to require the purchase of the
Senior Subordinated Debt Securities or Subordinated Debt Securities will be
satisfied. In addition, there can be no assurance that the Company would have
sufficient funds to pay the required purchase price for all the Senior
Subordinated Debt Securities or Subordinated Debt Securities tendered by the
Holders thereof. The Company's ability to purchase the Senior Subordinated Debt
Securities or Subordinated Debt Securities tendered upon a Change in Control may
be limited by the terms of its then-existing borrowing and other agreements. The
subordination provisions of the Senior Subordinated Debt Securities Indenture
and the Subordinated Debt Securities Indenture may limit the ability of the
Company to purchase the Senior Subordinated Debt Securities or Subordinated Debt
Securities if an event of default has occurred with respect to the Senior
Indebtedness. See "-- Additional Terms of the Senior Subordinated Debt
Securities -- Subordination" and "-- Additional Terms of the Subordinated Debt
Securities -- Subordination."
As of September 30, 1993, approximately $1.7 billion of Specified Bank Debt
was outstanding.
Because the definitions of "Change in Control" and "Acquiring Person"
exclude the Company, any Subsidiary of the Company and certain members of the
Stone family, certain transactions in which such entities and persons
participate as beneficial owners of Common Stock (including, among others, a
leveraged buyout or recapitalization) would not constitute a Change in Control.
Other provisions of the Senior Subordinated Debt Securities Indenture or the
Subordinated Debt Securities Indenture may be applicable in the event of a
highly leveraged transaction by the Company. See "Description of Debt Securities
- -- Particular Terms of the Senior Subordinated Debt Securities and Subordinated
Debt Securities -- Restrictions on Mergers and Consolidations and Sales of
Assets" and "-- Additional Terms of the Senior Subordinated Debt Securities --
Minimum Net Worth Interest Rate Adjustment." The Board of Directors of the
Company may not unilaterally waive these provisions.
For purposes of the Senior Subordinated Debt Securities Indenture and the
Subordinated Debt Securities Indenture, the definitions of "Change in Control,"
"Acquiring Person," "Continuing Director" and "Specified Bank Debt" have
identical meanings as the definitions used in the Senior Debt Securities
Indenture except for references to the specific Debt Securities being issued and
the applicable Indenture. See "Description of Debt Securities -- Particular
Terms of the Senior Debt Securities -- Certain Definitions."
RESTRICTIONS ON MERGERS AND CONSOLIDATIONS AND SALES OF ASSETS
The Company shall not consolidate with, merge with or into any other
corporation (whether or not the Company shall be the surviving corporation), or
sell, assign, transfer or lease all or substantially all of its properties and
assets as an entirety or substantially as an entirety to any Person or group of
affiliated Persons, in one transaction or a series of related transactions,
unless: (1) either the Company shall be the continuing Person or the Person (if
other than the Company) formed by such consolidation or with which or into which
the Company is merged or the Person (or group of affiliated Persons) to which
all or substantially all the properties and assets of the Company are sold,
assigned, transferred or leased is a corporation (or constitute corporations)
organized under
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the laws of the United States or any State thereof or the District of Columbia
and expressly assumes, by indentures supplemental to the Senior Subordinated
Debt Securities Indenture or the Subordinated Debt Securities Indenture, as the
case may be, all the obligations of the Company under the Senior Subordinated
Debt Securities or Subordinated Debt Securities, as the case may be, and the
respective Indentures; (2) immediately before and after giving effect to such
transaction or series of related transactions, no Event of Default, and no
Default, with respect to the Senior Subordinated Debt Securities or Subordinated
Debt Securities, as the case may be, shall have occurred and be continuing; (3)
immediately after giving effect to such transaction or series of related
transactions on a pro forma basis, but prior to any purchase accounting
adjustments resulting from the transaction or series of related transactions,
the Net Worth of the Company (or of the surviving, consolidated or transferee
entity if the Company is not continuing) shall be at least equal to the Net
Worth of the Company immediately before such transaction or series of related
transactions; and (4) the Company shall have delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or sale, assignment, transfer or lease and such
supplemental indentures comply with the Senior Subordinated Debt Securities
Indenture or the Subordinated Debt Securities Indenture, as the case may be.
EVENTS OF DEFAULT AND NOTICE THEREOF
The following are Events of Default under the Senior Subordinated Debt
Securities Indenture or the Subordinated Debt Securities Indenture, as the case
may be, with respect to the Senior Subordinated Debt Securities or Subordinated
Debt Securities of any series: (1) failure to pay interest on any Debt
Securities of that series when due, continued for 30 days; (2) failure to pay
the principal of (or premium, if any, on) any Debt Securities of that series
when due and payable at Maturity, upon redemption or otherwise; (3) failure to
observe or perform any other covenant, warranty or agreement contained in the
Debt Securities of that series or in the applicable Indenture (other than a
covenant, agreement or warranty included in the applicable Indenture solely for
the benefit of Debt Securities of a series other than that series), continued
for a period of 60 days after notice has been given to the Company by the
applicable Trustee or Holders of at least 25% in aggregate principal amount of
the Outstanding Debt Securities of that series; (4) failure to pay at final
maturity, or acceleration of, Indebtedness of the Company having an aggregate
principal amount of not less than $25 million, unless cured within 15 days after
notice has been given to the Company by the applicable Trustee or Holders of at
least 25% in aggregate principal amount of the Outstanding Debt Securities of
that series; (5) the entering against the Company of one or more judgments or
decrees involving an aggregate liability of $25 million or more unless vacated,
discharged, satisfied or stayed within 30 days of the entering of such judgments
or decrees; (6) certain events of bankruptcy, insolvency or reorganization
relating to the Company; and (7) any other Event of Default with respect to Debt
Securities of that series specified in the Prospectus Supplement relating
thereto.
Both of the applicable Indentures provides that the applicable Trustee
shall, within 30 days after the occurrence of any Default or Event of Default
with respect to Debt Securities of any series issued under such Indenture, give
the Holders of Debt Securities of that series notice of all uncured Defaults or
Events of Default known to it (the term "Default" to include the events
specified above without grace or notice); PROVIDED, HOWEVER, that, EXCEPT in the
case of an Event of Default or a Default in payment on any Debt Securities of
any series, the applicable Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee or directors
or responsible officers of the applicable Trustee in good faith determine that
the withholding of such notice is in the interest of the Holders of the Debt
Securities of that series.
If an Event of Default with respect to the Senior Subordinated Debt
Securities or Subordinated Debt Securities of any series (other than due to
events of bankruptcy, insolvency or reorganization) occurs and is continuing,
the applicable Trustee or the Holders of at least 25% in aggregate principal
amount of the Outstanding Debt Securities of that series, by notice in writing
to the Company (and to the applicable Trustee if given by the Holders of at
least 25% in aggregate principal amount of the Debt Securities of that series),
may declare the unpaid principal of and accrued interest to the date of
acceleration on all the Outstanding Debt Securities of that series to be due and
payable immediately and, upon any such declaration, the Debt Securities of that
series shall become immediately due and payable.
If an Event of Default occurs due to bankruptcy, insolvency or
reorganization, all unpaid principal (without premium) of and accrued interest
on the Outstanding Senior Subordinated Debt Securities or Subordinated Debt
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Securities of any series IPSO FACTO becomes immediately due and payable without
any declaration or other act on the part of the applicable Trustee or any Holder
of any Senior Subordinated Debt Security or Subordinated Debt Security of that
series.
Any such declaration with respect to Senior Subordinated Debt Securities or
Subordinated Debt Securities of any series may be annulled and past Events of
Default and Defaults (except, unless theretofore cured, an Event of Default or a
Default, in payment of principal of or interest on the Debt Securities of that
series) may be waived by the Holders of a majority of the principal amount of
the Outstanding Debt Securities of that series, upon the conditions provided in
the applicable Indenture.
The Senior Subordinated Debt Securities Indenture and the Subordinated Debt
Securities Indenture provide that the Company shall periodically file statements
with the Trustees regarding compliance by the Company with certain of the
respective covenants thereof and shall specify any Event of Default or Defaults
with respect to Senior Subordinated Debt Securities or Subordinated Debt
Securities of any series, in performing such covenants, of which the signers may
have knowledge.
MODIFICATION OF THE INDENTURES; WAIVER
The Indentures applicable to the Senior Subordinated Debt Securities and the
Subordinated Debt Securities may be modified by the Company and the applicable
Trustee without the consent of any Holders with respect to certain matters,
including (i) to cure any ambiguity, defect or inconsistency or to correct or
supplement any provision which may be inconsistent with any other provision of
the applicable Indenture and (ii) to make any change that does not materially
adversely affect the interests of any Holder of Debt Securities of any series
issued under such Indenture. In addition, under both of the Indentures, certain
rights and obligations of the Company and the rights of Holders of the Senior
Subordinated Debt Securities or Subordinated Debt Securities may be modified by
the Company and the applicable Trustee with the written consent of the Holders
of at least a majority in aggregate principal amount of the Outstanding Senior
Subordinated Debt Securities or Subordinated Debt Securities of each series
affected thereby; but no extension of the maturity of any Senior Subordinated
Debt Securities or Subordinated Debt Securities of any series, reduction in the
interest rate or extension of the time for payment of interest, change in the
optional redemption or repurchase provisions in a manner adverse to any Holder
of Senior Subordinated Debt Securities or Subordinated Debt Securities of any
series issued under the applicable Indenture, other modification in the terms of
payment of the principal of, or interest on, any Senior Subordinated Debt
Securities or Subordinated Debt Securities of any series, or reduction of the
percentage required for modification, will be effective against any Holder of
any Outstanding Senior Subordinated Debt Security or Subordinated Debt Security
of any series issued under the applicable Indenture and affected thereby without
his consent. Neither of the Indentures limits the aggregate amount of Debt
Securities of the Company which may be issued thereunder.
The Holders of a majority in aggregate principal amount of the Outstanding
Senior Subordinated Debt Securities or Subordinated Debt Securities of any
series may on behalf of the Holders of all Debt Securities of that series waive,
insofar as that series is concerned, compliance by the Company with certain
restrictive covenants of the applicable Indenture. The Holders of not less than
a majority in aggregate principal amount of the Outstanding Senior Subordinated
Debt Securities or Subordinated Debt Securities of any series may on behalf of
the Holders of all Debt Securities of that series waive any past Event of
Default or Default under the applicable Indenture with respect to that series,
except an Event of Default or a Default in the payment of the principal of, or
premium, if any, or any interest on any Debt Securities of that series or in
respect of a provision which under the applicable Indenture cannot be modified
or amended without the consent of the Holder of each Outstanding Debt Security
of that series affected.
DEFEASANCE
The Company may terminate its substantive obligations in respect of Senior
Subordinated Debt Securities or Subordinated Debt Securities of any series
(except for its obligations to pay the principal of (and premium, if any, on)
and the interest on the Debt Securities of that series) by (i) depositing with
the applicable Trustee, under the terms of an irrevocable trust agreement, money
or United States Government Obligations sufficient to pay all remaining
indebtedness on the Debt Securities of that series, (ii) delivering to the
applicable Trustee either an Opinion of Counsel or a ruling directed to the
applicable Trustee from the Internal Revenue Service to the effect that the
Holders of the Debt Securities of that series will not recognize income, gain or
loss for federal income tax
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purposes as a result of such deposit and termination of obligations, and (iii)
complying with certain other requirements set forth in the applicable Indenture.
In addition, the Company may terminate all of its substantive obligations in
respect of Senior Subordinated Debt Securities or the Subordinated Debt
Securities of any series (including its obligations to pay the principal of (and
premium, if any, on) and interest on the Debt Securities of that series) by (i)
depositing with the applicable Trustee, under the terms of an irrevocable trust
agreement, money or United States Government Obligations sufficient to pay all
remaining indebtedness on the Debt Securities of that series, (ii) delivering to
the applicable Trustee either a ruling directed to the applicable Trustee from
the Internal Revenue Service to the effect that the Holders of the Debt
Securities of that series will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit and termination of obligations
or an Opinion of Counsel, based upon such a ruling or a change in the applicable
federal tax law since the date of the applicable Indenture, to such effect, and
(iii) complying with certain other requirements set forth in the applicable
Indenture.
THE TRUSTEES
Norwest Bank Minnesota, National Association, is the Trustee under the
Senior Subordinated Debt Securities Indenture, and The Bank of New York is the
Trustee under the Subordinated Debt Securities Indenture.
The Company maintains normal commercial banking relations with The Bank of
New York, which is also a lender under the Credit Agreements and the Trustee
under the Senior Debt Securities Indenture and other indentures of the Company.
In addition, Norwest Bank Minnesota, National Association, is the trustee of the
indenture relating to the 8 7/8% Convertible Notes.
ADDITIONAL TERMS OF THE SENIOR SUBORDINATED
DEBT SECURITIES
The following terms apply solely to the Senior Subordinated Debt Securities.
See "Description of Debt Securities -- Particular Terms of the Senior
Subordinated Debt Securities and Subordinated Debt Securities" for other terms
which are also applicable to the Senior Subordinated Debt Securities. The
particular terms of the Senior Subordinated Debt Securities offered by any
Prospectus Supplement and the extent, if any, to which such general provisions
may apply to the Senior Subordinated Debt Securities so offered will be
described in the Prospectus Supplement relating to such Senior Subordinated Debt
Securities.
SUBORDINATION
The payment of the principal of, interest on or any other amounts due on the
Senior Subordinated Debt Securities will be subordinated in right of payment to
the prior payment in full of all Senior Indebtedness of the Company. No payment
on account of principal of, redemption of, interest on or any other amounts due
on the Senior Subordinated Debt Securities and no redemption, purchase or other
acquisition of the Senior Subordinated Debt Securities may be made unless (i)
full payment of amounts then due for principal, sinking funds, interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company, whether or not a claim
for such post-petition interest is allowed in such proceeding), penalties,
reimbursement or indemnification amounts, fees and expenses, and of all other
amounts then due on all Senior Indebtedness have been made or duly provided for
pursuant to the terms of the instrument governing such Senior Indebtedness, and
(ii) at the time for, or immediately after giving effect to, any such payment,
redemption, purchase or other acquisition, there shall not exist under any
Senior Indebtedness or any agreement pursuant to which any Senior Indebtedness
has been issued, any default which shall not have been cured or waived and which
shall have resulted in the full amount of such Senior Indebtedness being
declared due and payable. In addition, the Senior Subordinated Debt Securities
Indenture provides that if the holders of any Senior Indebtedness notify the
Company and the Senior Subordinated Debt Securities Trustee that a default has
occurred giving the holders of such Senior Indebtedness the right to accelerate
the maturity thereof, no payment on account of principal, sinking fund or other
redemption, interest or any other amounts due on the Senior Subordinated Debt
Securities and no purchase, redemption or other acquisition of the Senior
Subordinated Debt Securities will be made for the period (the "Payment Blockage
Period") commencing on the date notice is received and ending on the earlier of
(A) the date on which such event of default shall have been cured or waived or
(B) 180 days from the date notice is received. Notwithstanding the foregoing,
only one payment blockage notice with respect to the same event of default or
any other events of default existing and known to the person giving such notice
at the time of such notice on the same
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issue of Senior Indebtedness may be given during any period of 360 consecutive
days. No new Payment Blockage Period may be commenced by the holders of Senior
Indebtedness during any period of 360 consecutive days unless all events of
default which triggered the preceding Payment Blockage Period have been cured or
waived. The Senior Subordinated Debt Securities Indenture provisions described
in this paragraph, however, do not prevent the Company from making a mandatory
redemption payment, if any, with Senior Subordinated Debt Securities acquired
prior to the happening of such a default as described in this paragraph. Upon
any distribution of its assets in connection with any dissolution, winding-up,
liquidation or reorganization of the Company or acceleration of the principal
amount due on the Senior Subordinated Debt Securities because of an Event of
Default, all Senior Indebtedness must be paid in full before the Holders of the
Senior Subordinated Debt Securities are entitled to any payments whatsoever.
The Senior Subordinated Debt Securities Indenture does not restrict the
amount of Senior Indebtedness or other indebtedness of the Company or any
subsidiary of the Company, except that the Company may not incur any
Indebtedness which is senior to the Senior Subordinated Debt Securities but
subordinate to Senior Indebtedness. As of July 12, 1993, the Company's Senior
Indebtedness aggregated approximately $2.6 billion.
As a result of these subordination provisions, in the event of the Company's
insolvency, holders of the Senior Subordinated Debt Securities may recover
ratably less than general creditors of the Company.
The payment of the principal of, interest on or any other amounts due on
Junior Subordinated Indebtedness will be subordinated in right of payment to the
prior payment in full of the Senior Subordinated Debt Securities.
The Senior Subordinated Debt Securities are subordinate to the indebtedness
under the Credit Agreements, the Company's 11 7/8% Senior Notes due December 1,
1998 and the 12 5/8% Senior Notes due July 15, 1998 and are senior to the
Company's 13 5/8% Subordinated Notes due June 1, 1995 and its 6 3/4% Convertible
Subordinated Debentures due February 15, 2007. The Senior Subordinated Debt
Securities will rank PARI PASSU in right of payment to all existing and future
Senior Subordinated Indebtedness, including with the Company's outstanding
10 3/4% Senior Subordinated Notes due June 15, 1997, its 11% Senior Subordinated
Notes due August 15, 1999, the 11 1/2% Senior Subordinated Notes due September
1, 1999, the 8 7/8% Convertible Senior Subordinated Notes due July 15, 2000, and
its 10 3/4% Senior Subordinated Debentures due April 1, 2002.
MINIMUM NET WORTH INTEREST RATE ADJUSTMENT
The Senior Subordinated Debt Securities Indenture requires that if a series
of Senior Subordinated Debt Securities so provides and if the Company's Net
Worth is below $500 million (the "Minimum Net Worth") as at the end of any two
consecutive fiscal quarters (the last day of the second such fiscal quarter, the
"Failure Date"), then (i) the interest rate on the Senior Subordinated Debt
Securities shall be reset as of the first day of the second fiscal quarter
following the Failure Date (the "Reset Date") to a rate per annum (the "Reset
Rate") equal to the greater of (x) the initial interest rate as set forth on the
cover page of the respective Prospectus Supplement (the "Initial Interest Rate")
or (y) the sum of (A) the basis points specified in the respective Prospectus
Supplement for purposes of this reset provision, and (B) the highest of the
treasury rates specified in the respective Prospectus Supplement for purposes of
this reset provision, (ii) on the first Interest Payment Date following the
Reset Date, the interest rate on the Senior Subordinated Debt Securities, as
reset on the Reset Date, shall increase by 50 basis points, and (iii) the
interest rate on the Senior Subordinated Debt Securities shall further increase
by an additional 50 basis points on each succeeding Interest Payment Date.
Notwithstanding anything in the foregoing, in no event shall the interest rate
on the Senior Subordinated Debt Securities at any time exceed the Initial
Interest Rate by more than 200 basis points. However, if the Company's Net Worth
is equal to or above the Minimum Net Worth as of the last day of any fiscal
quarter subsequent to the Failure Date, then the interest rate on the Senior
Subordinated Debt Securities shall return to the Initial Interest Rate as of the
first day of the second following fiscal quarter. If the Company's Net Worth
shall thereafter be less than the Minimum Net Worth as of the last day of any
two consecutive subsequent fiscal quarters, then the interest rate on the Senior
Subordinated Debt Securities shall again be adjusted as provided in this
paragraph.
"NET WORTH" means the amount which, in conformity with generally accepted
accounting principles ("GAAP") consistently applied, would be set forth under
the caption "stockholders' equity" (or any like caption) on the consolidated
balance sheet of the Company, exclusive of amounts attributable to Redeemable
Stock. If the
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Company has changed one or more of the accounting principles used in the
preparation of its financial statements, because of a change mandated by the
Financial Accounting Standards Board, then Net Worth shall mean the Net Worth
the Company would have had if the Company had continued to use those generally
accepted accounting principles employed at December 31, 1991.
If a Reset Rate has been established for a series of Senior Subordinated
Debt Securities, it will be described in the Prospectus Supplement relating to
such Senior Subordinated Debt Securities.
DIVIDEND RESTRICTIONS
The Senior Subordinated Debt Securities Indenture provides that the Company
will not, and will not permit any subsidiary of the Company to, directly or
indirectly, (1) declare or pay any dividend or make any distribution, in cash or
otherwise, in respect of any shares of capital stock of the Company or to the
holders of capital stock of the Company as such (other than dividends or
distributions payable in shares of capital stock of the Company, other than
Redeemable Stock) or (2) purchase, redeem or otherwise acquire or retire for
value any of the capital stock of the Company or options, warrants or other
rights to acquire any such capital stock, other than acquisitions of capital
stock or such options, warrants or other rights by any Subsidiary of the Company
from the Company (any such transaction included in clause (1) or (2) a
"Restricted Payment") if (i) at the time of such Restricted Payment and after
giving effect thereto, (a) an Event of Default shall have occurred and be
continuing with respect to any series of the Senior Subordinated Debt Securities
or (b) the Net Worth of the Company shall be less than $750 million; or if (ii)
after giving effect to such Restricted Payment, the aggregate amount expended
subsequent to the date of the Senior Subordinated Debt Securities Indenture for
all such Restricted Payments (the amount of any Restricted Payment, if other
than cash, to be the fair market value of such payment as determined by the
Board of Directors of the Company, whose reasonable determination shall be
conclusive and evidenced by a Board Resolution) exceeds the algebraic sum of (w)
a number calculated as follows: (A) if the aggregate Consolidated Net Income of
the Company earned on a cumulative basis during the period subsequent to June
30, 1993 through the end of the last fiscal quarter that is prior to the
declaration of any such dividend or distribution or the giving of notice of such
purchase, redemption or other acquisition or retirement and for which such
financial information is then available, is a positive number, then 100% of such
positive number, and (B) if the aggregate Consolidated Net Income of the Company
earned on a cumulative basis during the period subsequent to June 30, 1993
through the end of the last fiscal quarter that is prior to the declaration of
any such dividend or distribution or the giving of notice of such purchase,
redemption or other acquisition or retirement and for which such financial
information is then available, is a negative number, then 100% of such negative
number, (x) the aggregate net cash proceeds received by the Company from the
issuance and sale, other than to a subsidiary of the Company, subsequent to the
date of the Senior Subordinated Debt Securities Indenture, of capital stock
(including capital stock issued upon the conversion of, or in exchange for,
securities other than capital stock and options, warrants or other rights to
acquire capital stock, but excluding Redeemable Stock), (y) the aggregate net
cash proceeds received by the Company from the issuance and sale, other than to
a subsidiary of the Company, of Indebtedness of the Company that is converted
into capital stock of the Company subsequent to the date of the Senior
Subordinated Debt Securities Indenture, and (z) $300 million; PROVIDED, HOWEVER,
that the retirement of any shares of the Company's capital stock by exchange
for, or out of the proceeds of the substantially concurrent sale of, other
shares of capital stock of the Company other than Redeemable Stock shall not
constitute a Restricted Payment. If all of the conditions to the declaration of
a dividend or distribution that are described above are satisfied at the time
such dividend or distribution is declared, then such dividend or distribution
may be paid or made within sixty days after such declaration even if the payment
of such dividend, the making of such distribution or the declaration thereof
would not have been permitted at any time after such declaration.
"CONSOLIDATED NET INCOME" of the Company means, for any period for which the
determination thereof is to be made, the net income (or loss) of the Company and
its subsidiaries on a consolidated basis for such period taken as a single
accounting period, determined in accordance with GAAP; PROVIDED that there shall
be excluded therefrom (i) the net income (or loss) of any person (a "joint
venture") in which any other person (other than the Company or any of its
subsidiaries) has a joint equity interest, except to the extent of the amount of
dividends or other distributions actually paid to the Company or any of its
subsidiaries by such joint venture during such period, (ii) except to the extent
includable pursuant to the foregoing clause (i), the net income (or loss) of any
person accrued prior to the date it becomes a subsidiary of the Company or is
merged into or consolidated with the
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Company or any of its subsidiaries or that person's assets are acquired by the
Company or any of its subsidiaries, (iii) the net income of any subsidiary of
the Company to the extent that the declaration or payment of dividends or
similar distributions by that subsidiary of that income is not at the time
permitted by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
that subsidiary, and (iv) the excess (but not the deficit), if any, of (x) any
gain which must be treated as an extraordinary item under GAAP or any gain
realized upon the sale or other disposition of any asset that is not sold in the
ordinary course of business or of any capital stock of the Company or a
subsidiary of the Company over (y) any loss which must be treated as an
extraordinary item under GAAP or any loss realized upon the sale or other
disposition of any asset that is not sold in the ordinary course of business or
of any capital stock of the Company or a subsidiary of the Company.
ADDITIONAL TERMS OF THE SUBORDINATED DEBT SECURITIES
The following terms apply solely to the Subordinated Debt Securities. See
"Description of Debt Securities -- Particular Terms of the Senior Subordinated
Debt Securities and Subordinated Debt Securities" for other terms which are also
applicable to the Subordinated Debt Securities. The particular terms of the
Subordinated Debt Securities offered by any Prospectus Supplement and the
extent, if any, to which such general provisions may apply to the Subordinated
Debt Securities so offered will be described in the Prospectus Supplement
relating to such Subordinated Debt Securities.
SUBORDINATION
The payment of the principal of, interest on or any other amounts due on the
Subordinated Debt Securities will be subordinated in right of payment to the
prior payment in full of all Senior Indebtedness and Senior Subordinated
Indebtedness of the Company. No payment on account of principal of, redemption
of, interest on or any other amounts due on the Subordinated Debt Securities and
no redemption, purchase or other acquisition of the Subordinated Debt Securities
may be made unless (i) full payment of amounts then due for principal, sinking
funds, interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company, whether or
not a claim for such post-petition interest is allowed in such proceeding),
penalties, reimbursement or indemnification amounts, fees and expenses, and of
all other amounts then due on all Senior Indebtedness and Senior Subordinated
Indebtedness have been made or duly provided for pursuant to the terms of the
instrument governing such Senior Indebtedness or Senior Subordinated
Indebtedness, and (ii) at the time for, or immediately after giving effect to,
any such payment, redemption, purchase or other acquisition, there shall not
exist under any Senior Indebtedness, Senior Subordinated Indebtedness or any
agreements pursuant to which any Senior Indebtedness or Senior Subordinated
Indebtedness has been issued, any default which shall not have been cured or
waived and which shall have resulted in the full amount of such Senior
Indebtedness or Senior Subordinated Indebtedness being declared due and payable.
In addition, the Subordinated Debt Securities Indenture provides that if the
Holders of any Senior Indebtedness or Senior Subordinated Indebtedness notify
the Company and the Subordinated Debt Securities Trustee that a default has
occurred giving the holders of such Senior Indebtedness or Senior Subordinated
Indebtedness the right to accelerate the maturity thereof, no payment on account
of principal, sinking fund or other redemption, interest or any other amounts
due on the Subordinated Debt Securities and no purchase, redemption or other
acquisition of the Subordinated Debt Securities will be made for the period (the
"Subordinated Payment Blockage Period") commencing on the date notice is
received and ending on the earlier of (A) the date on which such event of
default shall have been cured or waived or (B) 270 days from the date notice is
received. Notwithstanding the foregoing, only one payment blockage notice with
respect to the same event of default or any other events of default existing and
known to the person giving such notice at the time of such notice on the same
issue of Senior Indebtedness or Senior Subordinated Indebtedness may be given
during any period of 360 consecutive days. No new Subordinated Payment Blockage
Period may be commenced by the holders of Senior Indebtedness or Senior
Subordinated Indebtedness during any period of 360 consecutive days unless all
events of default which triggered the preceding Subordinated Payment Blockage
Period have been cured or waived. The Subordinated Debt Securities Indenture
provisions described in this paragraph, however, do not prevent the Company from
making a mandatory redemption payment, if any, with Subordinated Debt Securities
acquired prior to the happening of such a default as described in this
paragraph. Upon any distribution of its assets in connection with any
dissolution, winding-up, liquidation or reorganization of the Company or
acceleration of the
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principal amount due on the Subordinated Debt Securities because of an Event of
Default, all Senior Indebtedness and Senior Subordinated Indebtedness must be
paid in full before the Holders of the Subordinated Debt Securities are entitled
to any payments whatsoever.
As a result of these subordination provisions, in the event of the Company's
insolvency, holders of the Subordinated Debt Securities may recover ratably less
than general creditors of the Company.
The Subordinated Debt Securities are subordinate in right of payment to all
existing and future Senior Indebtedness and Senior Subordinated Indebtedness of
the Company, including the indebtedness under the Credit Agreements, the
Company's 11 7/8% Senior Notes due December 1, 1998, its 12 5/8% Senior Notes
due July 15, 1998, its 10 3/4% Senior Subordinated Notes due June 15, 1997, its
11% Senior Subordinated Notes due August 15, 1999, its 11 1/2% Senior
Subordinated Notes due September 1, 1999, its 8 7/8% Convertible Senior
Subordinated Notes due July 15, 2000 and its 10 3/4% Senior Subordinated
Debentures due April 1, 2002. The Subordinated Debt Securities will rank PARI
PASSU upon liquidation with the Company's 13 5/8% Subordinated Notes due June 1,
1995 and its 6 3/4% Convertible Subordinated Debentures due February 15, 2007.
DESCRIPTION OF CAPITAL STOCK
THE FOLLOWING STATEMENTS WITH RESPECT TO THE CAPITAL STOCK OF THE COMPANY
ARE SUBJECT TO THE DETAILED PROVISIONS OF THE COMPANY'S CERTIFICATE OF
INCORPORATION, AS AMENDED (THE "CERTIFICATE OF INCORPORATION"), INCLUDING THE
CERTIFICATE OF DESIGNATIONS FOR EACH OF THE SERIES E CUMULATIVE CONVERTIBLE
EXCHANGEABLE PREFERRED STOCK (THE "SERIES E PREFERRED STOCK") AND THE SERIES F
CUMULATIVE CONVERTIBLE EXCHANGEABLE PREFERRED STOCK (THE "SERIES F PREFERRED
STOCK") AND BY-LAWS, AS AMENDED (THE "BY-LAWS"). THESE STATEMENTS DO NOT PURPORT
TO BE COMPLETE, OR TO GIVE FULL EFFECT TO THE PROVISIONS OF STATUTORY OR COMMON
LAW, AND ARE SUBJECT TO, AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO,
THE TERMS OF THE CERTIFICATE OF INCORPORATION, THE CERTIFICATE OF DESIGNATIONS
OF EACH OF THE SERIES E AND SERIES F PREFERRED STOCK AND THE BY-LAWS.
GENERAL
The Certificate of Incorporation authorizes the issuance of a total of 210
million shares of all classes of stock, of which 10 million may be shares of
preferred stock, par value $.01 per share, and 200 million may be shares of the
Common Stock, par value $.01 per share. At July 13, 1993, approximately 71.2
million shares of Common Stock were outstanding. The Certificate of
Incorporation authorizes the Company's Board of Directors, without first
obtaining approval of the holders of Common Stock or any series of preferred
stock, to provide for the issuance of any or all shares of the preferred stock
in one or more series, and to fix the voting powers, full or limited, and the
designations, preferences and relative, participating, optional or other special
rights, and any qualifications, limitations or restrictions thereof, applicable
to the shares to be included in any such series as may be permitted by the
General Corporation Law of the State of Delaware. As of the date hereof, 4.6
million shares of Series E Preferred Stock are outstanding. In addition, 2
million shares of Series D Junior Participating Preferred Stock, par value $.01
per share, of the Company (the "Series D Preferred Stock") have been authorized
and reserved for issuance in connection with the Series D Rights described below
and up to 400,000 shares of Series F Preferred Stock have been authorized and
reserved for issuance upon the occurrence of certain specified events described
in "Series F Preferred Stock" below.
COMMON STOCK
DIVIDEND RIGHTS
Subject to the rights of the holders of any shares of the Company's
preferred stock which may at the time be outstanding, holders of the Common
Stock are entitled to receive, to the extent permitted by law, such dividends as
may be declared from time to time by the Board of Directors out of funds legally
available therefor.
VOTING RIGHTS
Each holder of Common Stock is entitled to one vote for each share of Common
Stock registered in such holder's name on the books of the Company on all
matters submitted to a vote of stockholders. Except as otherwise provided by
law, the holders of shares of the Common Stock vote as one class. The holders of
shares of the Common Stock have cumulative voting rights under the Certificate
of Incorporation such that in all elections for directors, each holder entitled
to vote thereat is entitled to as many votes as is equal to the number of votes
which
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such holder would be entitled to cast for the election of directors with respect
to such holder's shares multiplied by the number of directors to be elected, and
such holder may cast all of such votes for a single director or may distribute
them among any two or more of them as such holder may see fit.
LIQUIDATION RIGHTS AND OTHER PROVISIONS
The Company has granted its lenders security interests in a substantial
portion of the Company's assets under the Credit Agreements and other debt
agreements. See "Credit Agreements." Subject to the prior rights of creditors
and the holders of any preferred stock which may be outstanding from time to
time, the holders of the Common Stock are entitled to share PRO RATA in the
distribution of any remaining assets in the event of liquidation, dissolution or
winding up of the Company. The shares of Common Stock are not liable to any
calls or assessments and have no conversion rights or redemption or sinking fund
provisions. The Transfer Agent and Registrar for the Common Stock is The First
National Bank of Chicago.
CHANGE IN CONTROL
The Certificate of Incorporation and the Rights Agreement dated July 25,
1988, as amended (the "Rights Agreement"), between the Company and First Chicago
Trust Company of New York, as Rights Agent, contain certain provisions
(described below) that could make more difficult or discourage a change in
control of the Company. Such provisions are designed to discourage situations in
which the Company is forced to accept a proposal for the takeover of the Company
without ample time to evaluate the proposal and appropriate alternatives and to
encourage anyone contemplating a business combination with the Company to
negotiate directly with the Company on a fair and equitable basis.
SERIES D RIGHTS
Each share of Common Stock has associated with it one preferred share
purchase right (the "Series D Right") permitting the holder to purchase
approximately one-hundredth of a share of the Company's Series D Preferred Stock
at an exercise price of $130 per share, subject to certain adjustments. The
terms of the Series D Rights are set forth in a Rights Agreement dated as of
July 25, 1988, as amended, between the Company and The First National Bank of
Chicago, as Rights Agent (the "Rights Agreement").
The Series D Rights are not exercisable and are transferable only with the
related Common Stock certificates. The Series D Rights become exercisable and
separately transferable ten days after a person or group (excluding certain
entities including members of the Stone family) acquires 15% or more of the
outstanding shares of the Common Stock or ten business days after a person or
group (excluding certain entities including members of the Stone family)
announces a tender offer or exchange offer that would, if completed, result in
ownership by such person or group of 15% or more of the outstanding shares of
the Common Stock. Thereafter, the Series D Rights will trade separately from the
Common Stock.
After the Series D Rights become exercisable, if a person or group
(excluding certain entities including members of the Stone family) acquires 15%
or more of the outstanding shares of the Common Stock and the Company is
acquired in a merger or other business combination transaction, each Series D
Right will entitle its holder (other than the acquiring person or group) to
purchase, at the Series D Right's then-current exercise price, a number of the
acquiring company's shares of common stock having a market value at that time of
twice the Series D Right's then-current exercise price. In addition, in the
event that a person or group (excluding certain entities including members of
the Stone family) acquires 15% or more of the outstanding shares of the Common
Stock, each holder of a Series D Right (other than the acquiring person or
group) will be entitled to purchase the number of shares of the Common Stock
having a market value of twice the then-current exercise price of the Series D
Right.
Under certain circumstances, the Series D Rights may be redeemed at a price
of $.01 per Series D Right. The Series D Rights will expire in August 1998,
unless earlier redeemed by the Company.
The Rights Agreement generally provides that a Series D Right will be issued
in connection with each share of Common Stock (i) issued prior to the earliest
of the Distribution Date (as defined in the Rights Agreement) or the redemption,
exchange or expiration of the Series D Rights or (ii) issued at certain other
times pursuant to certain options, warrants or convertible securities.
51
<PAGE>
SUPERMAJORITY VOTE REQUIREMENTS
The Certificate of Incorporation provides that the affirmative vote of the
holders of at least 66 2/3% of the voting power of the then outstanding shares
of capital stock of the Company entitled to vote generally in the election of
directors (the "Voting Stock") is required to authorize (a) any merger or
consolidation of the Company with or into any other corporation (other than a
Subsidiary of the Company) or (b) the sale (other than to the Company or its
Subsidiaries) of all or substantially all of the assets of the Company and its
Subsidiaries taken as a whole. For purposes of the foregoing paragraph, a
"Subsidiary" is any corporation more than 50% of the voting securities of which
are owned by the Company.
SERIES E PREFERRED STOCK
There are 4.6 million shares of Series E Preferred Stock authorized and
outstanding on the date hereof. The Series E Preferred Stock is entitled to
cumulative cash preferential dividends of $1.75 per share, per annum, payable
quarterly, and has a liquidation preference of $25 per share plus accrued and
unpaid dividends. Unless full cumulative dividends on the Series E Preferred
Stock have been paid or payment has been provided for, no dividends (other than
dividends in shares of Common Stock or other capital stock ranking junior to the
Series E Preferred Stock in the payment of dividends) shall be paid or declared
and set aside for payment or other distribution made upon the Common Stock or
any other capital stock of the Company ranking junior or on a parity with the
Series E Preferred Stock as to dividends.
The Series E Preferred Stock is exchangeable, in whole but not in part, at
the option of the Company, on any dividend date commencing February 15, 1994,
for the Company's 7% Convertible Subordinated Exchange Debentures due February
15, 2007 (the "Exchange Debentures") at an exchange rate of $25 principal amount
of Exchange Debentures for each share of Series E Preferred Stock so exchanged.
The Exchange Debentures entitle the holders thereof to convert the Exchange
Debentures into shares of Common Stock.
The Series E Preferred Stock is redeemable by the Company, in whole but not
in part, on and after February 16, 1996, at $26.50 per share, if redeemed during
the 12 month period commencing February 15, 1996, and thereafter at prices
declining to $25 per share on and after February 15, 2002, together with accrued
and unpaid dividends to the date of redemption. The Series E Preferred Stock,
unless previously exchanged or redeemed by the Company, is convertible at the
option of the holder thereof at any time into shares of Common Stock at a
conversion price of $33.94 per share (as of the date hereof), subject to
adjustment under certain conditions.
If the Company fails to pay any six quarterly dividends on the Series E
Preferred Stock, then the holders of the Series E Preferred Stock, voting
together as a class with all other outstanding classes or series of preferred
stock ranking junior to or on a parity with the Series E Preferred Stock and
entitled to vote thereon, have the right to elect two directors to be added to
the Company's Board of Directors. Such voting rights continue until all
dividends in arrears on such stock have been paid or provided for. Without the
approval of at least two-thirds of the outstanding shares of Series E Preferred
Stock, the Company may not issue any capital stock ranking senior to the Series
E Preferred Stock as to payment of dividends or in distribution of assets upon
liquidation or make any change which adversely affects the preferences, rights
or powers of the Series E Preferred Stock.
SERIES F PREFERRED STOCK
The Company has authorized 400,000 shares of Series F Preferred Stock, no
shares of which have been issued or are outstanding on the date hereof. The
terms of the Series F Preferred Stock are identical to the terms of the Series E
Preferred Stock, except with respect to the amount of dividend and dividend
payment dates, the liquidation preference, the optional redemption schedule and
redemption prices, the conversion rate at which Series F Preferred Stock may be
converted into shares of Common Stock and the exchange rate at which Series F
Preferred Stock may be exchanged by the Company for Exchange Debentures.
The Series F Preferred Stock, if issued, will be entitled to cumulative cash
preferential dividends of $7 per share, per annum, payable quarterly, will have
a liquidation preference of $100 per share plus accrued and unpaid dividends,
will rank on a parity with the Series E Preferred Stock with respect to rights
to receive dividends and distributions upon liquidation and has identical voting
rights as the Series E Preferred Stock. The Series F Preferred Stock is
exchangeable for the Company's Exchange Debentures which in turn are convertible
into shares of Common Stock.
52
<PAGE>
The Series F Preferred Stock will be redeemable by the Company, in whole but
not in part, on and after 48 months from the date of issuance, at $104.20 per
share, if redeemed during the 12 month period commencing on such date, and
thereafter at prices declining to $100 per share on and after the 120th month
from issuance, together with accrued and unpaid dividends to the date of
redemption. The Series F Preferred Stock will be convertible at the option of
the holder thereof at any time into shares of Common Stock at a conversion rate
of 5.4283 shares of Common Stock per share of Series F Preferred Stock (as of
the date hereof), subject to adjustment under certain conditions.
The Company has entered into an agreement with Venezolana de Pulpa y Papel
("Venepal"), a Venezuelan pulp and paper company, whereby Venepal's investment
in the Celgar pulp mill represented by 50% of the outstanding common stock of
Stone Venepal (Celgar) Pulp Inc. ("SVCPI") can be exchanged for shares of Series
F Preferred Stock. The exchange would occur at Venepal's option as a result of
certain specific conditions relating to operations of the Celgar pulp mill,
which is 50% owned by SVCPI. The Company may at its option elect to honor the
exchange obligation with a cash payment to Venepal. Based upon Venepal's initial
investment in SVCPI, 212,903 shares of Series F Preferred Stock would be
issuable in the event Venepal was eligible to exercise, and did exercise, its
option. The number of shares issuable to Venepal upon exchange is to be
determined based upon (i) the value of Venepal's investment in SVCPI at the time
of such exchange and (ii) the market price of the Common Stock at the time of
such exchange.
53
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell Securities to or through underwriters or dealers, and
also may sell Securities directly to one or more other purchasers or through
agents. The Prospectus Supplement sets forth the names of any underwriters or
agents involved in the sale of the Securities and any applicable commissions or
discounts.
Underwriters, dealers or agents may offer and sell the Securities from time
to time in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. In connection with the
sale of Securities, underwriters or agents may be deemed to have received
compensation from the Company in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of the Securities
for whom they may act as agent. Underwriters or agents may sell the Securities
to or through dealers and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters or commissions from
the purchasers for whom they may act as agent.
The Debt Securities, when first issued, will have no established trading
market. Any underwriters or agents to or through whom Debt Securities are sold
by the Company for public offering and sale may make a market in such Debt
Securities, but such underwriters or agents will not be obligated to do so and
may discontinue any market making at any time without notice. No assurance can
be given as to the liquidity of the trading market for any Debt Securities.
If so indicated in the Prospectus Supplement, the Company may authorize
underwriters, dealers or other persons acting as the Company's agents to solicit
offers by certain institutions to purchase Securities from the Company pursuant
to contracts providing for payment and delivery on a future date. Institutions
with which such contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others, but in all cases such institutions must be
approved by the Company. The obligations of any purchaser under any such
contract will be subject to the condition that the purchase of the Securities
shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject. The underwriters, dealers and
such other persons will not have any responsibility in respect of the validity
or performance of such contracts. The Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
Any underwriters, dealers or agents participating in the distribution of
Securities may be deemed to be underwriters under the Act, and any discounts and
commissions received by them and any profit realized by them on resale of the
Securities may be deemed to be underwriting discounts and commissions under the
Act. Underwriters, dealers or agents may be entitled, under agreements entered
into with the Company, to indemnification against or contribution toward certain
civil liabilities, including liabilities under the Act.
VALIDITY OF THE SECURITIES
The validity of the securities offered hereby will be passed upon for the
Company by Leslie T. Lederer, Vice President, Secretary and Counsel of the
Company (who owns approximately 15,900 shares of Common Stock).
EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Company's Annual Report on Form 10-K for the year ended December 31, 1992, as
amended by Form 8 dated April 9, 1993 and as further amended by Form 10-K/A-1
dated June 24, 1993, have been so incorporated in reliance on the report (which
contains an explanatory paragraph referring to the March 1, 1994 expiration of
the Company's revolving credit facilities and the Company's financial plan
discussed in Note 10 to the Company's consolidated financial statements) of
Price Waterhouse, independent accountants, given on the authority of said firm
as experts in auditing and accounting.
54
<PAGE>
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE UNDERWRITERS.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS
PROSPECTUS SUPPLEMENT. THIS PROSPECTUS SUPPLEMENT AND PROSPECTUS DO NOT
CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
PROSPECTUS SUPPLEMENT
Prospectus Summary............................ S-3
Risk Factors.................................. S-9
Pro Forma Condensed Consolidated Statement of
Operations................................... S-15
Use of Proceeds............................... S-17
Price Range of Common Stock and Dividend
Policy....................................... S-18
Capitalization................................ S-20
Underwriting.................................. S-22
Legal Matters................................. S-23
PROSPECTUS
Available Information......................... 2
Incorporation of Certain Documents by
Reference.................................... 2
The Company................................... 3
Use of Proceeds............................... 4
Selected Consolidated Financial Data.......... 5
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 6
Credit Agreements............................. 15
Description of Debt Securities................ 19
Description of Capital Stock.................. 50
Plan of Distribution.......................... 54
Validity of the Securities.................... 54
Experts....................................... 54
</TABLE>
21,000,000 SHARES
[LOGO] STONE CONTAINER CORPORATION COMMON STOCK
($.01 PAR VALUE)
SALOMON BROTHERS INC
BEAR, STEARNS & CO. INC.
BT SECURITIES CORPORATION
PROSPECTUS SUPPLEMENT
DATED , 1994
<PAGE>
Information contained in this prospectus supplement is subject to completion
pursuant to Rule 424 under the Securities Act of 1933. A registration statement
relating to these securities has been declared effective by the Securities and
Exchange Commission pursuant to Rule 415 under the Securities Act of 1933. A
final prospectus supplement and accompanying prospectus will be delivered to
purchasers of these securities. This preliminary prospectus supplement and the
accompanying prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these 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.
<PAGE>
SUBJECT TO COMPLETION,
JANUARY 7, 1994
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus Dated January , 1994)
21,000,000 SHARES
($.01 PAR VALUE)
[LOGO]
COMMON STOCK
Of the 21,000,000 shares of Common Stock offered hereby (the "Common Stock"),
17,500,000 shares are being offered by the U.S. Underwriters in the United
States and Canada (the "U.S. Offering"), and 3,500,000 shares are being offered
by the International Underwriters in a concurrent international offering outside
the United States and Canada (the "International Offering," and collectively
with the U.S. Offering, the "Common Stock Offering"), subject to transfers
between the U.S. Underwriters and the International Underwriters (collectively,
the "Underwriters"). The public offering price and the aggregate underwriting
discount per share are identical for both offerings. See "Underwriting."
Concurrently with the offering of the shares of Common Stock being offered
hereby, the Company is selling in a public offering (the "Notes Offering")
$500,000,000 aggregate principal amount of its % Senior Notes due 2001 (the
"Notes"). The closing of the Common Stock Offering and the Notes Offering
(collectively, the "Offerings") are conditional upon one another.
The Common Stock is listed on the New York Stock Exchange under the symbol
"STO". On January 5, 1994, the last reported sale price for the Common Stock, as
reported on the New York Stock Exchange Composite Transactions Tape was $11.25
per share. See "Price Range of Common Stock and Dividend Policy."
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN RISK FACTORS THAT SHOULD BE
CONSIDERED IN CONNECTION WITH THIS OFFERING.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
<S> <C> <C> <C>
Per Share..................................... $ $ $
Total(3)...................................... $ $ $
- -------------------------------------------------------------------------------------------
<FN>
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting offering expenses payable by the Company, estimated to be
$250,000.
(3) The Company has granted to the U.S. Underwriters and International
Underwriters 30 day-options to purchase up to an aggregate of 3,150,000
additional shares of Common Stock at the Price to Public, less Underwriting
Discount, solely to cover over-allotments, if any. If the Underwriters
exercise such option in full, the total Price to Public, Underwriting
Discount and Proceeds to Company will be $ , $ , and $ ,
respectively. See "Underwriting."
</TABLE>
The Common Stock is offered subject to receipt and acceptance by the
Underwriters, to prior sale and to the Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without notice.
It is expected that delivery of the Common Stock will be made against payment
therefor, at the office of Salomon Brothers Inc, Seven World Trade Center, New
York, New York or through the facilities of the Depository Trust Company on or
about , 1994.
SALOMON BROTHERS INTERNATIONAL LIMITED
BEAR, STEARNS INTERNATIONAL LIMITED
BANKERS TRUST INTERNATIONAL PLC
The date of this Prospectus Supplement is , 1994
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
THE SHARES OF COMMON STOCK OFFERED HEREBY MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S. OR
CANADIAN PERSON AS PART OF THE INTERNATIONAL OFFERING. THE DISTRIBUTION OF THIS
PROSPECTUS SUPPLEMENT AND THE OFFERING OF THE SHARES OF COMMON STOCK IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS WHO COME INTO POSSESSION OF THIS
PROSPECTUS ARE REQUIRED BY THE COMPANY AND THE INTERNATIONAL MANAGERS TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS INCLUDING, WITHOUT
LIMITATION, COMPLIANCE WITH THE RESTRICTIONS ON DISTRIBUTION OF THIS DOCUMENT
UNDER THE FINANCIAL SERVICES ACT 1986 AND THE COMPANIES ACT 1985 OF THE UNITED
KINGDOM. SEE "UNDERWRITING." THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY THE COMMON STOCK IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
S-2
<PAGE>
PROSPECTUS SUMMARY
THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED INFORMATION AND
FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, APPEARING ELSEWHERE OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND IN THE ACCOMPANYING
PROSPECTUS. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FACTORS SET
FORTH HEREIN UNDER THE CAPTION "RISK FACTORS." CERTAIN CAPITALIZED TERMS USED
HEREIN ARE DEFINED ELSEWHERE IN THIS PROSPECTUS SUPPLEMENT OR IN THE PROSPECTUS.
AS USED HEREIN, THE TERM "COMPANY" INCLUDES STONE CONTAINER CORPORATION, ITS
SUBSIDIARIES AND ITS AFFILIATES, EXCEPT AS THE CONTEXT OTHERWISE MAY REQUIRE.
THE COMPANY
GENERAL
The Company is a major international pulp and paper company engaged
principally in the production and sale of paper, packaging products, and
commodity pulp. The Company believes that it is the world's largest producer of
unbleached containerboard and kraft paper and the world's largest converter of
those products. The Company also believes that it is one of the largest paper
companies in terms of annual tonnage produced. The Company produced 5.0 million
tons and 4.9 million tons of unbleached containerboard and kraft paper in 1992
and 1991, respectively, which accounted for approximately 66% of its total
tonnage produced for both 1992 and 1991. The Company had net sales of
approximately $5.5 billion and $5.4 billion in 1992 and 1991, respectively.
The Company has increased dramatically in size over the past ten years,
primarily through four major acquisitions, including the 1989 acquisition of
Consolidated-Bathurst Inc. (a Canadian corporation, now renamed Stone Container
(Canada) Inc. ("Stone Canada")), and several smaller acquisitions. The
acquisition of Stone Canada increased the Company's market share in its core
business operations and provided the Company with the opportunity to pursue its
strategy to expand its production capacity and sales in international markets.
The Company owns or has an interest in 136 manufacturing facilities in the
United States, 27 in Canada, 15 in Germany, five in France, two in Belgium and
one in each of the United Kingdom and the Netherlands. The facilities include 24
mills. The Company also maintains sales offices in the United States, Canada,
the United Kingdom, Germany, Belgium, France, China and Japan.
RECENT DEVELOPMENTS
PROGRESS OF FINANCIAL PLAN
In 1993, the Company adopted a financial plan designed to enhance the
Company's liquidity, reduce amortization under certain bank credit agreements of
the Company and Stone Canada (the "Credit Agreements") and improve financial
flexibility. The Company completed a major portion of its financial plan during
1993 resulting in net proceeds to the Company and Stone Canada of approximately
$1.0 billion which the Company and Stone Canada used to repay indebtedness under
the Credit Agreements and fund operating losses and working capital needs. These
repayments satisfied the remaining September 1993 amortization of approximately
$118 million, the full 1994 amortization of approximately $409 million and
approximately $21 million of the March 1995 amortization under the Credit
Agreements. The Company had as of January 5, 1994 $60.0 million available for
borrowing out of a total revolving credit commitment of $315.8 million.
The transactions completed in 1993 were as follows:
- the sale in June, 1993 of $150 million of the Company's 12 5/8%
Senior Notes due 1998 and a concurrent private sale of $250
million principal amount of 8 7/8% Convertible Senior
Subordinated Notes due 2000.
- the public offerings in December 1993 by Stone-Consolidated
Corporation, a newly created Canadian subsidiary
("Stone-Consolidated"), of Cdn. $231 million of its common
stock (representing 25.4% of its outstanding common stock),
Cdn. $231 million of its 8% Convertible Unsecured Subordinated
Debentures due 2003 and $225 million of its 10.25% Senior
Secured Notes due 2000 (the "Stone-Consolidated Transaction").
Stone-Consolidated now owns all of the Canadian and U.K.
newsprint and groundwood papers assets of the Company and its
subsidiaries. The net proceeds paid by Stone-Consolidated to
the Company and Stone Canada in connection with these offerings
approximated $490 million.
S-3
<PAGE>
- the sale of the Company's 49% equity interest in Empaques de
Carton Titan, S.A., a Mexican corrugated container company
("Titan"), two of the Company's short line railroads and a
specialty packaging plant in Sheridan, Arkansas. The proceeds
of these three transactions approximated $125 million.
In connection with the completion of the Stone-Consolidated Transaction, the
Company also received approval from its bank group to extend the maturity date
of its revolving credit facilities from March 1, 1994 to March 1, 1997.
The final stages of the Company's current financial plan are as follows:
- the Offerings, from which the Company expects to use the net
proceeds to (i) prepay approximately $403 million of the
remaining 1995 and March 1996 required amortization under the
Credit Agreements (including amortization payments under the
Company's revolving credit facilities reducing the total
commitments thereunder to approximately $224 million); (ii)
redeem at par approximately $98 million plus accrued interest
of the Company's 13 5/8% Subordinated Notes due 1995; and (iii)
repay approximately $200 million of the borrowings under the
Company's revolving credit facilities without reducing the
commitments thereunder (or to the extent no borrowings are
outstanding, the Company may retain the balance in cash).
- the completion of a transaction involving a favorable energy
supply agreement relating to the Company's mill in Florence,
South Carolina. The proceeds of this transaction are subject to
the execution of definitive documentation and regulatory
approval. The gross proceeds of this transaction, which are
currently expected to be approximately $100 million, would be
utilized to repay borrowings under the Company's revolving
credit facilities without reducing commitments thereunder (or
to the extent no borrowings are outstanding, the Company may
retain the balance in cash). There can be no assurance,
however, that this transaction will be consummated or that the
expected amount of proceeds from such transaction will be
received.
The completion of the Offerings will provide the Company with the following
benefits:
-repayment of all major amortization through the end of 1995
(except for revolving credit facilities relating to receivables
financings which the Company intends to extend or refinance).
- improvement of the Company's liquidity by repaying borrowings
under the revolving credit facility by $200 million (or to the
extent no borrowings are outstanding, the Company may retain
the balance in cash). As of January 5, 1994, the Company had
$60.0 million available for borrowing out of a total revolving
credit commitment of $315.8 million.)
- improvement of the Company's financial flexibility through
amendments to the Credit Agreements (see "-- Amendments to
Credit Agreements").
PRODUCTS AND INDUSTRY TRENDS
The markets for products sold by the Company are highly competitive and are
also sensitive to cyclical changes in industry capacity and in the economy, both
of which can significantly influence selling prices and thereby the Company's
profitability. Although the Company has experienced declining product pricing in
all of its product lines over the last several years, the Company believes that
market conditions are present which should permit the Company to realize
improved product pricing in most of its product lines.
The Company implemented a $25 per ton price increase for linerboard
effective October 1, 1993, which raised the transaction price for the base grade
of linerboard to $325 per ton. This increase will not, however, restore prices
for linerboard to the levels present at the beginning of 1993. In addition, the
Company is in the process of final implementation of a corrugated container
price increase. The Company currently expects final implementation to occur in
the first quarter of 1994. As a result of strengthening demand, the Company
announced a further price increase of $30 per ton for linerboard effective in
January 1994. While the Company currently believes that it will implement this
price increase in the early part of 1994, there is little likelihood of
achieving the increase in January
S-4
<PAGE>
1994. There can be no assurance that prices will continue to increase or even be
maintained at present levels, but the Company believes the demand for linerboard
and the converted products produced from linerboard are increasing.
Pricing conditions for newsprint and groundwood paper have been volatile in
recent years. While the industry successfully implemented a price increase in
1992, efforts to maintain an additional price increase in 1993 were
unsuccessful. In 1993, Stone-Consolidated and other industry participants
attempted to balance supply and demand by taking downtime at selected production
facilities. Stone-Consolidated announced a $47.50 per metric ton price increase
for newsprint effective March 1, 1994 in light of recent industry improvements
in supply and demand characteristics. Other major North American producers have
announced similar price increases. There is no assurance, however, that such
price increases will be achieved as scheduled or at all.
Market pulp has also experienced volatile pricing in recent years. The
Company announced a price increase of $40 to $80 per ton in the various grades
of market pulp effective January 1, 1994 in light of improved supply and demand
characteristics in the industry. There is, however, significant world-wide
competition in this product line and no assurances can be given that such price
increases will be realized or maintained.
OPERATING PERFORMANCE
The Company will report a net loss for the full year 1993, which loss will
be greater than the loss incurred for 1992. The Company anticipates that the net
loss for the fourth quarter of 1993 will be within the expectations of paper
industry analysts. The losses incurred in 1993 and in the previous two years had
a severe negative impact on the Company's liquidity. The Company believes,
however, that the implementation of its financial plan significantly improves
the Company's liquidity. As of January 5, 1994, available borrowings under the
Company's revolving credit facilities were $60.0 million and upon consummation
of the Offerings, the Company's cash and available borrowings under such
facilities are expected to increase by approximately $200 million.
The Company believes that demand for its products has recently increased.
Production of linerboard for October and November 1993 versus the similar period
in 1992 increased 9%. The Company also increased its sales of corrugated
products (measured in terms of footage sold) by 4.5% for October and November
1993 versus the similar period in 1992. The production of newsprint and
groundwood papers increased by 2.6% for October and November 1993 versus the
similar periods in 1992. Production of market pulp, however, declined 5.1% for
the comparable period.
AMENDMENTS TO CREDIT AGREEMENTS
In connection with the Offerings, the Company is seeking amendments to the
Credit Agreements. The amendments, which are conditional upon the consummation
of the Offerings and the prepayment of a minimum of $385 million under the
Credit Agreements, contain the following provisions:
-Permit the repayment of borrowings under the revolving credit
facilities without reducing the commitments thereunder (or to
the extent no borrowings are outstanding, the Company may retain
the balance in cash) of up to $200 million with a portion of the
net proceeds from the Offerings.
-Permit the redemption of the Company's 13 5/8% Subordinated
Notes due 1995 with a portion of the net proceeds from the
Common Stock Offering.
S-5
<PAGE>
- Amend the EBITDA (as defined under the Credit Agreements)
covenant to require the Company to meet the following minimum
EBITDA levels:
<TABLE>
<S> <C>
For the quarter ended 3/31/94................. $ 20 million
For the two quarters ended 6/30/94............ $ 55 million
For the three quarters ended 9/30/94.......... $111 million
For the four quarters ended 12/31/94.......... $180 million
For the four quarters ended 3/31/95........... $226 million
For the four quarters ended 6/30/95........... $300 million
For the four quarters ended 9/30/95........... $380 million
For the four quarters ended 12/31/95.......... $457 million
For the four quarters ended 3/31/96........... $567 million
For the four quarters ended 6/30/96........... $657 million
For the four quarters ended 9/30/96........... $735 million
and each four quarter period thereafter....... $822 million
</TABLE>
- Replace the existing cross-default provisions relating to
obligations of $10 million or more
of the Company's separately financed subsidiaries, Seminole Kraft
Corporation ("Seminole Kraft") and Stone Savannah River Pulp & Paper
Corporation ("Stone Savannah"), with cross-acceleration
provisions.
- Reset to zero as of January 1, 1994 the "dividend basket" under
the Credit Agreements which permits payment of dividends on the
Company's capital stock. The dividend basket under the Credit
Agreements as of September 30, 1993 had a deficit amount of
$334.1 million. On an ongoing basis, the dividend basket would
be increased by (a) 100% (rather than the current 50%) of the
cash proceeds of sales of Common Stock (other than proceeds of
the Common Stock Offering, for which no dividend credit would
be received) and permitted preferred stock and (b) 75% (rather
than the current 50%) of Consolidated Net Income (as defined in
the Credit Agreements) from January 1, 1994 and would be
decreased by 100% of Consolidated Net Losses (as defined) from
January 1, 1994. Additionally, restrictions with respect to
dividends on the Series E Preferred Stock would be modified to
mirror the dividend restrictions in the Company's Senior
Subordinated Indenture dated as of March 15, 1992. This should
permit a higher dividend basket for payment of dividends on the
Series E Preferred Stock. See "Description of Debt Securities
-- Additional Terms of the Senior Subordinated Debt Securities
-- Dividend Restrictions" in the accompanying Prospectus.
- Replace the current prohibition of investments in Stone Venepal
(Celgar) Pulp Inc. with restrictions substantially similar to
the restrictions applicable to the Company's subsidiaries,
Stone Savannah and Seminole Kraft.
For a more complete description of the Credit Agreements, see "Credit
Agreements" in the accompanying Prospectus.
S-6
<PAGE>
THE COMMON STOCK OFFERING
<TABLE>
<S> <C>
Common Stock to be Offered in the United
States and Canada............................ 17,500,000 shares.
Common Stock to be Offered Outside the United
States and Canada............................ 3,500,000 shares.
Common Stock to be Outstanding After the
Offerings.................................... 92,159,622 shares.
Use of Proceeds............................... The net proceeds, estimated at $ , will be used
to repay the Company's indebtedness and for general
corporate purposes. See "Use of Proceeds."
New York Stock Exchange Symbol................ STO.
</TABLE>
S-7
<PAGE>
SUMMARY FINANCIAL DATA
The following Statement of Operations and Balance Sheet Data for the five
years ended December 31, 1992 has been derived from, and should be read in
conjunction with, the related audited consolidated financial statements and
accompanying notes of the Company. The audit report relating to the Company's
1992 consolidated financial statements contains an explanatory paragraph
referring to the March 1, 1994 expiration of the Company's revolving credit
facilities and the Company's financial plan discussed in Note 10 to the
Company's 1992 consolidated financial statements. Effective December 17, 1993,
the Company's revolving credit facilities were extended until March 1, 1997. The
summary financial data for the nine months ended September 30, 1993 and
September 30, 1992 has been derived from the unaudited consolidated financial
statements included in the Company's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1993 and 1992. The summary financial data does not
purport to be indicative of the Company's future results of operations or
financial position.
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER
30,
---------------------------
1993 1992(B)
---------- ----------
(IN THOUSANDS, EXCEPT PER
SHARE DATA AND RATIOS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales.......................... $3,816,509 $4,189,938
Cost of products sold.............. 3,180,906 3,385,299
Selling, general and administrative
expenses.......................... 404,844 406,066
Depreciation and amortization...... 262,100 250,807
Income (loss) before interest
expense, income taxes and
cumulative effects of accounting
changes........................... (35,567) 148,443
Interest expense................... 311,271 284,391
Income (loss) before income taxes
and cumulative effects of
accounting changes................ (346,838) (135,948)
Cumulative effect of change in
accounting for post retirement
benefits (net of income taxes).... (39,544) --
Cumulative effect of change in
accounting for income taxes....... -- (99,527)
Net income (loss).................. (272,994) (192,762)
Income (loss) per common share
before cumulative effects of
accounting changes................ (3.36) (1.38)(d)
Net income (loss) per common
share............................. (3.92) (2.78)(d)
Ratio of earnings to fixed
charges........................... (e) (e)
Dividends paid per common share
(d)............................... -- $ 0.35
Average common shares
outstanding....................... 71,159 70,983(d)
BALANCE SHEET DATA (AT END OF
PERIOD):
Working capital.................... $ 190,622(g) $ 785,202
Property, plant and
equipment-net..................... 3,431,491 3,791,588
Goodwill........................... 912,870 1,020,375
Total assets....................... 6,724,579 7,192,766
Long-term debt..................... 3,782,414(f)(g) 4,042,082(f)
Stockholders' equity............... 738,842 1,296,823
OTHER DATA:
Net cash provided by (used in)
operating activities.............. $ (115,587) $ 46,457
Capital expenditures............... 100,665(h) 195,989(h)
Paperboard, paper and market pulp:
Produced (thousand tons)......... 5,498 5,605
Converted (thousand tons)........ 3,291 3,327
Corrugated shipments (billion sq.
ft.).............................. 39.80 39.30
Consolidated EBITDA (i)............ 226,533 399,250
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
1992(B) 1991 1990 1989(A) 1988
---------- ---------- ---------- ---------- ----------
<S> <C><C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales.......................... $5,520,655 $5,384,291 $5,755,858 $5,329,716 $3,742,489
Cost of products sold.............. 4,473,746 4,285,612 4,421,930 3,893,842 2,618,062
Selling, general and administrative
expenses.......................... 543,519 522,780 495,499 474,438 351,133(c)
Depreciation and amortization...... 334,054 277,534(c) 257,041 237,047 148,072
Income (loss) before interest
expense, income taxes and
cumulative effects of accounting
changes........................... 156,788 379,314 609,873 825,722 657,757
Interest expense................... 386,122 397,357 421,667 344,693 108,262
Income (loss) before income taxes
and cumulative effects of
accounting changes................ (229,334) (18,043) 188,206 481,029 549,495
Cumulative effect of change in
accounting for post retirement
benefits (net of income taxes).... -- -- -- -- --
Cumulative effect of change in
accounting for income taxes....... (99,527) -- -- -- --
Net income (loss).................. (269,437) (49,149) 95,420 285,828 341,786
Income (loss) per common share
before cumulative effects of
accounting changes................ (2.49)(d) (.78)(d) 1.56(d) 4.67(d) 5.58(d)
Net income (loss) per common
share............................. (3.89)(d) (.78)(d) 1.56(d) 4.67(d) 5.58(d)
Ratio of earnings to fixed
charges........................... (e) (e) 1.2 2.0 5.1
Dividends paid per common share
(d)............................... $ 0.35 $ 0.71 $ 0.71 $ 0.70 $ 0.35
Average common shares
outstanding....................... 70,987(d) 63,207(d) 61,257(d) 61,223(d) 61,251(d)
BALANCE SHEET DATA (AT END OF
PERIOD):
Working capital.................... $ 756,964 $ 770,457 $ 439,502 $ 614,433 $ 457,477(c)
Property, plant and
equipment-net..................... 3,703,248 3,520,178 3,364,005 2,977,860 1,275,960
Goodwill........................... 983,499 1,126,100 1,160,516 1,089,817 29,786
Total assets....................... 7,026,973 6,902,852 6,689,989 6,253,708 2,395,038
Long-term debt..................... 4,104,982(f) 4,046,379(f) 3,680,513(f) 3,536,911(f) 765,150
Stockholders' equity............... 1,102,691 1,537,543 1,460,487 1,347,624 1,063,558
OTHER DATA:
Net cash provided by (used in)
operating activities.............. $ 85,557 $ 210,498 $ 451,579(c) $ 315,196(c) $ 453,556(c)
Capital expenditures............... 281,446(h) 430,131(h) 551,986(h) 501,723(h) 136,588
Paperboard, paper and market pulp:
Produced (thousand tons)......... 7,517 7,365 7,447 6,772 4,729
Converted (thousand tons)........ 4,373 4,228 4,241 3,930 3,344
Corrugated shipments (billion sq.
ft.).............................. 51.67 49.18 47.16 41.56 34.47
Consolidated EBITDA (i)............ 490,842 656,848 866,914 1,062,769 805,829
<FN>
- ----------------------------------
(a) The Company acquired Stone Canada in 1989.
(b) Restated to reflect the adoption of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" retroactive to January 1,
1992.
(c) Adjusted to conform with the current financial statement presentation.
(d) Amounts per common share and average common shares outstanding have been
adjusted to reflect a 2% Common Stock dividend issued September 15, 1992.
(e) The Company's earnings for the nine months ended September 30, 1993 and 1992
and the years ended December 31, 1992 and 1991 were insufficient to cover
fixed charges by $352.3 million, $172.1 million and $270.1 million and $94.6
million, respectively.
(f) Includes approximately $539.1 million and $594.9 million as of September 30,
1993 and 1992, respectively, and $584.3 million, $573.3 million, $471.2
million and $267.2 million as of December 31, 1992, 1991, 1990 and 1989,
respectively, of long-term debt of certain consolidated subsidiaries that is
non-recourse to the parent.
(g) At September 30, 1993, $271 million of revolving credit facility borrowings
which were previously due on March 1, 1994 are classified as current
maturities of long-term debt.
(h) Includes approximately $12.4 million and $63.8 million for the nine months
ended September 30, 1993 and 1992, respectively, and $79.1 million, $219.8
million, $245.2 million and $36.8 million for 1992, 1991, 1990 and 1989,
respectively, of expenditures financed through project financings.
(i) "Consolidated EBITDA" means earnings before interest, taxes, depreciation
and amortization. EBITDA is not intended to represent cash flow or any other
measure of performance in accordance with GAAP. The Consolidated EBITDA
presented herein is different than the EBITDA definition in the Company's
Credit Agreements. In calculating EBITDA for purposes of the Credit
Agreements, Seminole Kraft, Stone Savannah and Stone-Consolidated are
accounted for using the equity method of accounting. See "Credit Agreements"
in the accompanying Prospectus.
</TABLE>
S-8
<PAGE>
RISK FACTORS
BEFORE INVESTING, PROSPECTIVE PURCHASERS OF THE NOTES SHOULD CAREFULLY
CONSIDER THE RISK FACTORS SET FORTH BELOW AND THE OTHER INFORMATION SET FORTH
AND INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS.
SIGNIFICANT LEVERAGE AND DEBT SERVICE REQUIREMENTS; LIMITED LIQUIDITY
The Company is significantly leveraged and will continue to be so after
completion of the Offerings. The Company's long-term debt to total
capitalization ratio was 74.3% at September 30, 1993. On a pro forma basis,
after giving effect to the Stone-Consolidated Transaction, the sale of the
Company's 49% equity interest in Titan, and the sale by the Company of its
interest in two short line railroads (the "1993 Fourth Quarter Transactions")
and the Offerings, and the use of the estimated net proceeds therefrom, such
ratio at September 30, 1993 would have been approximately 71.8%. Capitalization,
for purposes of this ratio, includes long-term debt, deferred income taxes,
redeemable preferred stock, minority interests and stockholders' equity. Giving
effect to the 1993 Fourth Quarter Transactions and the Offerings, the amounts of
long-term debt (excluding capitalized lease obligations) outstanding at
September 30, 1993 maturing during the next five years and thereafter are as
follows:
<TABLE>
<CAPTION>
THE COMPANY
EXCLUDING STONE SAVANNAH, NON-RECOURSE
SEMINOLE KRAFT INDEBTEDNESS OF
AND STONE-CONSOLIDATED CERTAIN SUBSIDIARIES(1) TOTAL
--------------------------- ----------------------- -------------
(IN MILLIONS)
<S> <C> <C> <C>
Remainder of 1993......... $ 4.7 $ 33.1 $ 37.8
1994...................... 17.6 54.3 71.9
1995...................... 293.5(2) 54.6 348.1(2)
1996...................... 302.4 67.0 369.4
1997...................... 774.4 68.1 842.5
1998...................... 458.0 137.8 595.8
Thereafter................ 1,587.3 576.9 2,164.2
<FN>
- ------------------------------
(1) Includes indebtedness of Stone Savannah, Seminole Kraft and
Stone-Consolidated. See "-- Credit Agreement Restrictions."
(2) The 1995 maturities include $261.3 million outstanding under Stone
Financial Corporation's and Stone Fin II Receivables Corporation's
revolving credit facilities, which the Company intends to extend or
refinance.
</TABLE>
The Company's income before interest expense and income taxes was
insufficient to cover interest expense for the nine months ended September 30,
1993 and 1992 and for the year ended December 31, 1992 by $346.8 million, $135.9
million and $229.3 million, respectively, and will continue to be insufficient
for at least 1994.
The Company's liquidity and financial flexibility is adversely affected by
continued losses which have resulted in utilization of a significant portion of
its revolving credit facilities (for which the borrowing availability was $60.0
million as of January 5, 1994). The net proceeds from the Offerings will be used
to (i) prepay approximately $403 million of the remaining 1995 and March 1996
required amortization under the Credit Agreements; (ii) redeem at par
approximately $98 million plus accrued interest of the Company's 13 5/8%
Subordinated Notes due 1995; and (iii) repay approximately $200 million of the
borrowings under the Company's revolving credit facilities without reducing the
commitments thereunder (or to the extent no borrowings are outstanding, the
Company may retain the balance in cash). See "Use of Proceeds." The Company is
also expecting to improve its liquidity and financial flexibility through a
transaction involving a favorable energy supply agreement relating to its mill
in Florence, South Carolina, the net proceeds of which would be applied to repay
borrowings under the revolving credit facilities without reducing commitments
thereunder (or to the extent no borrowings are outstanding, the Company may
retain the balance in cash). There can be no assurance, however, that this
transaction will be consummated or that the expected amount of proceeds from
such transaction will be received.
Notwithstanding the improvements in the Company's liquidity and financial
flexibility which will result from the Offerings and which would result from the
proposed energy supply contract transaction, unless the Company achieves
sustained price increases beyond current levels (including announced price
increases which have not yet been fully implemented as described under
"Prospectus Summary -- Recent Developments -- Products and Industry Trends"),
the Company will continue to incur net losses and a deficit in net cash provided
by operating
S-9
<PAGE>
activities. Without such sustained price increases, the Company may exhaust all
or substantially all of its cash resources and borrowing availability under the
revolving credit facilities. In such event, the Company would be required to
pursue other alternatives to improve liquidity, including further cost
reductions, sales of assets, the deferral of postponable capital expenditures,
obtaining additional sources of funds or pursuing the possible restructuring of
its indebtedness. There can be no assurance that such measures, if required,
would generate the liquidity required by the Company to operate its business and
service its indebtedness.
Beginning in 1996 and continuing thereafter, the Company will be required to
make significant amortization payments on its indebtedness which will require
the Company to raise sufficient funds from operations or other sources or
refinance or restructure maturing indebtedness. No assurance can be given that
the Company will be successful in doing so.
ADVERSE INDUSTRY CONDITIONS AND CYCLICAL PRODUCT PRICING
The markets for paper, packaging products and commodity pulp sold by the
Company are highly competitive, and are sensitive to changes in industry
capacity and cyclical changes in the economy, both of which can significantly
impact selling prices and the Company's profitability. The markets for
containerboard and corrugated containers, which represent a substantial portion
of the Company's net sales, generally experienced price declines during the
period since 1990. The Company has, however, successfully implemented a $25 per
ton price increase for containerboard and is in the process of implementing a
price increase in corrugated containers. The Company expects to realize the
benefits of such price increase in the first quarter of 1994. Newsprint and
market pulp prices have also fallen substantially since 1990 due to
supply/demand imbalances. While newsprint prices generally increased in 1992, an
additional price increase announced in 1993 was unsuccessful. The Company has
announced a price increase for newsprint effective March 1, 1994 in light of
strengthening demand for newsprint. Market pulp prices, which had improved
modestly during 1992 from the low prices of 1991, began deteriorating in the
fourth quarter of 1992 and weakened further in 1993. The Company is also in the
process of implementing price increases effective January 1, 1994 for market
pulp of $40 to $80 per ton. There also can be no assurance that announced price
increases for the Company's products can be implemented, that prices for the
Company's products will not decline from current levels or that the Company will
not elect to take further economic downtime.
RECENT LOSSES; NET CASH USED IN OPERATING ACTIVITIES
The Company incurred losses of $233.5 million (before taking into account
the cumulative effect of an accounting change) and $273.0 million (taking into
account such change) for the nine months ended September 30, 1993, $169.9
million (before taking into account the cumulative effect of an accounting
change) and $269.4 million (taking into account such change) in 1992 and $49.1
million in 1991. Net cash used in operating activities totalled $115.6 million
for the nine months ended September 30, 1993, while net cash provided by
operating activities totalled $46.5 million for the nine months ended September
30, 1992. The Company expects the fourth quarter of 1993 will have a deficit in
net cash provided by operating activities. The Company expects to incur a net
loss for the quarter ending December 31, 1993 that will be less than the loss
reported for the third quarter of 1993. See "Selected Consolidated Financial
Data." As a result of the net losses, it has been necessary for the Company to
obtain various amendments and waivers of certain covenants in the Credit
Agreements. See "Credit Agreements" in the accompanying Prospectus. If current
pricing levels for the Company's products do not significantly improve, the
Company will continue to incur losses. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Outlook" in the accompanying
Prospectus.
CREDIT AGREEMENT RESTRICTIONS
All indebtedness under the Credit Agreements is secured by a substantial
portion of the assets of the Company. The Credit Agreements contain certain
restrictions on the Company, including requirements that the Company achieve and
maintain certain financial ratios (including a minimum current ratio, an
indebtedness ratio, minimum "EBITDA" (as defined in the Credit Agreements) and a
tangible net worth test). The restrictions also include, among other things,
limitations on the ability of the Company to incur additional indebtedness, to
create, incur or permit the existence of certain liens, to make guarantees, to
make certain investments, to make aggregate capital expenditures above certain
levels, to make certain payments with respect to its outstanding stock, and to
S-10
<PAGE>
enter into certain types of transactions. In particular, the Credit Agreements
currently prohibit investments in Stone Venepal (Celgar) Pulp Inc., and
Stone-Consolidated. A default by Stone-Consolidated of any of its obligations in
excess of $10 million constitutes a default under the Credit Agreements.
The Credit Agreements also limit in certain specific circumstances any
further investments by the Company in two of its subsidiaries, Seminole Kraft
and Stone Savannah. Stone Savannah and Seminole Kraft have incurred substantial
indebtedness in connection with project financings and are significantly
leveraged. As of September 30, 1993, Stone Savannah had $413.8 million in
outstanding indebtedness (including $280.1 million in secured indebtedness owed
to bank lenders) and Seminole Kraft had $179.8 million in outstanding
indebtedness (including $117.5 million in secured indebtedness owed to bank
lenders). The Company has entered into separate output purchase agreements with
each subsidiary which require the Company to purchase the output of the mills
operated by each subsidiary at rates which are above current market rates until
September 30, 1994 for Seminole Kraft, until December 20, 1994 for linerboard
production at Stone Savannah and until November 14, 1995 for market pulp
production at Stone Savannah. After such dates, the Company is required to
purchase the respective productions at market prices for the remaining terms of
these agreements. At the time that the fixed price provisions of the output
purchase agreements terminate, such subsidiaries may need to undertake
additional measures to meet their debt service requirements, including obtaining
additional sources of funds, postponing or restructuring of debt service
payments or refinancing of the indebtedness. In the event that such measures are
required and are not successful, and such indebtedness is accelerated by the
respective lenders to Stone Savannah or Seminole Kraft, the lenders to the
Company under various of its debt instruments will be entitled to accelerate the
indebtedness owed by the Company. The cross-acceleration provisions in the
Credit Agreements are effective upon the completion of the Offerings. Prior to
the completion of the Offerings, the Credit Agreements contained cross-default
provisions similar to the cross-default provisions mentioned above for
Stone-Consolidated Corporation.
There can be no assurance that the Company will be able to achieve and
maintain compliance with the prescribed financial ratio tests or other
requirements of the Credit Agreements. Failure to achieve or maintain compliance
with such financial ratio tests or other requirements under the Credit
Agreements, in the absence of a waiver or amendment, would result in an event of
default and could lead to the acceleration of the obligations under the Credit
Agreements. The Company has successfully sought and received waivers and
amendments to its Credit Agreements on various occasions since entering into the
Credit Agreements. Most recently, the Credit Agreements were modified to permit
the earnings from the sale of the Company's interest in Titan to be included in
EBITDA (as defined in the Credit Agreements), solely for purposes of satisfying
the minimum EBITDA requirement for the quarter ended December 31, 1993. On
December 17, 1993, the Company obtained approval of amendments to the Credit
Agreements in connection with the Stone-Consolidated Transaction which
permitted, among other things, Stone-Consolidated to grant liens on its property
to the holders of its 10.25% Senior Secured Notes due 2000 and the lenders under
its revolving credit facilities, and restricted Stone-Consolidated's ability to
pay dividends on its capital stock.
In connection with the Offerings, the Company is seeking further amendments
to the Credit Agreements which will, upon the effective date of the Offerings,
amend the Credit Agreements including to change certain financial covenants to
allow the Company to remain in compliance with the Credit Agreements. See
"Recent Developments -- Amendments to Credit Agreements." If further waivers or
amendments are requested by the Company, there can be no assurance that the
Company's bank lenders will again grant such requests. The failure to obtain any
such waivers or amendments would reduce the Company's flexibility to respond to
adverse industry conditions and could have a material adverse effect on the
Company. See "Credit Agreements -- Covenants" in the accompanying Prospectus.
FUTURE ACCESS TO THE CAPITAL MARKETS
Giving effect to the Offerings, the Company will have sold securities on a
number of occasions in the last two years for total proceeds in excess of $2.0
billion. The recent issuance of a substantial amount of securities may make it
difficult, at least in the near future, for the Company to access the capital
markets for further financings and therefore may limit the Company's sources for
future liquidity.
S-11
<PAGE>
ENVIRONMENTAL MATTERS
The Company's operations are subject to extensive environmental regulation
by federal, state and local authorities in the United States and regulatory
authorities with jurisdiction over its foreign operations. Such regulation
requires significant capital expenditures. On December 17, 1993, the
Environmental Protection Agency proposed regulations under the Clean Air Act and
the Clean Water Act for the pulp and paper industry which when implemented would
affect directly many of the Company's facilities. Since the regulations have
only recently been proposed, the Company is currently unable to estimate the
nature or level of future expenditures that may be required to comply. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Financial Condition and Liquidity -- Environmental Issues" in the
accompanying Prospectus. In addition, the Company is from time to time subject
to litigation and governmental proceedings regarding environmental matters in
which injunctive and/or monetary relief is sought. The Company has been named as
a potentially responsible party ("PRP") at a number of sites which are the
subject of remedial activity under the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA" or "Superfund") or comparable state
laws. Although the Company is subject to joint and several liability imposed
under Superfund, at most of the multi-PRP sites there are organized groups of
PRPs and costs are being shared among PRPs. The Company currently believes that
adequate provisions have been established for these sites and that such costs
will not, individually or in the aggregate, have a material adverse effect on
its financial position or future operating results.
DIVIDEND SUSPENSION; LIMITATIONS ON PAYMENT OF DIVIDENDS
Due to limitations and restrictions imposed on the Company under the Credit
Agreements, certain indentures and the Company's recent net losses, the Company
was unable to declare a cash dividend on its Common Stock in the third and
fourth quarters of 1992 and all four quarters of 1993. Whether the Board of
Directors declares any future cash dividends on the Common Stock will depend
upon the Company's future earnings, financial condition and capital needs and
other factors deemed pertinent by the Board of Directors. In addition, the
payment of dividends on the Common Stock will be subject to restrictions and
limitations contained in the Credit Agreements, other credit facilities and
indentures and the Certificate of Incorporation.
The Company is also currently prohibited from paying dividends under the
indenture dated as of March 15, 1992 between the Company and The Bank of New
York, as trustee, relating to senior subordinated indebtedness. At September 30,
1993, the dividend pool under the Company's Senior Subordinated Indenture dated
March 15, 1992 had a deficit of $136.1 million. Such dividend pool will be
reduced by 100% of the net losses for the fourth quarter of 1993 and any
subsequent periods and increased by the aggregate net proceeds received by the
Company from the issuance of Common Stock, including the Common Stock Offering.
At September 30, 1993, the dividend pool under the Credit Agreements had a
deficit of approximately $334.1 million. The dividend pool under the Credit
Agreements will be reset to zero as of January 1, 1994 pursuant to the amendment
to the Credit Agreements which will be effected at the completion of this
offering of Common Stock. See "Recent Developments -- Amendments to Credit
Agreements."
The Company is also prohibited from paying dividends on its Series E
Preferred Stock and has not paid dividends on its Series E Preferred Stock since
May 15, 1993. As of December 31, 1993, accrued and unpaid dividends on the
Series E Preferred Stock aggregated $4.0 million. Unless full cumulative
dividends on the Series E Preferred Stock have been paid or provided for, no
dividends may be paid on the Common Stock. If the Company fails to pay any six
quarterly dividends on the Series E Preferred Stock, then the holders of the
Series E Preferred Stock, voting together as a class, shall have the right to
elect two directors to be added to the Company's board of directors. The
limitations contained in the Credit Agreements pertaining to the payment of
future Series E Preferred Dividends will be based upon the limitation contained
in the Company's Senior Subordinated Indenture dated March 15, 1992. See "Credit
Agreements," "Price Range of Common Stock and Dividend Policy" and "Description
of Capital Stock -- Series E Preferred Stock."
The Company does not intend to pay any dividends on its Common Stock until
such dividends are permitted by the Credit Agreements, the applicable indentures
and the terms of the Series E Preferred Stock and at such time as the Board of
Directors believes that any such payment will not impair the Company's cash
availability for operations and debt service.
S-12
<PAGE>
DILUTION; CONVERSION OF CONVERTIBLE SECURITIES
The 8 7/8% Convertible Senior Subordinated Notes due 2000 (the "8 7/8%
Notes") are convertible into Common Stock at a conversion price of $11.55 per
shares, subject to adjustment in certain events. If all of the 8 7/8% Notes were
converted into Common Stock, an additional 21,645,022 shares of Common Stock
would be issued. No prediction can be made as to the effect, if any, that the
conversion of the 8 7/8% Notes into Common Stock or the fact that the 8 7/8%
Notes are outstanding and unconverted will have on the market price of the
Common Stock prevailing from time to time. The conversion of 8 7/8% Notes into
Common Stock could adversely affect prevailing market prices of the Common
Stock. Certain other securities of the Company are convertible at much higher
conversion prices. The 4,600,000 shares of Series E Preferred Stock are
convertible at the option of the holder into up to 3,388,332 shares of Common
Stock at a conversion price of $33.94, subject to adjustment under certain
conditions. The Company's $115,000,000 aggregate principal amount of 6 3/4%
Convertible Subordinated Debentures due 2007 are convertible at the option of
the holder into up to 3,388,332 shares of Common Stock at a conversion price of
$33.94 per share, subject to adjustment under certain conditions. See
"Description of Capital Stock."
Assuming no conversion of convertible securities, the net tangible book
value per share at September 30, 1993 after giving effect to the 1993 Fourth
Quarter Transactions and prior to giving effect to the Common Stock Offering was
approximately $(9.00) and the net tangible book value per share at September 30,
1993 after giving effect to the estimated net proceeds of the Common Stock
Offering at an assumed offering price of $11.25 per share and the receipt by the
Company of the estimated proceeds therefrom, is approximately $(4.54). The
amount of the increase in net tangible book value per share attributable to the
estimated cash payments to be made by purchasers of the Common Stock is
approximately $4.46 and the amount of the immediate dilution from the public
offering price which will be absorbed by such purchasers is equivalent to the
public offering price since the net tangible book value after giving effect to
the Common Stock Offering is negative.
In December 1993, Stone-Consolidated issued Cdn. $231 million of 8%
Convertible Unsecured Subordinated Debentures due 2003. If all of the 8%
Convertible Unsecured Subordinated Debentures due 2003 are converted to common
shares of Stone-Consolidated, the Company's ownership of the common shares of
Stone-Consolidated would be reduced from 74.6% to 61.1% of the outstanding
shares.
ANTI-TAKEOVER PROVISIONS
The Company's Certificate of Incorporation and the Series D Rights (as
defined) issued pursuant to the Rights Agreement (as defined) contain certain
provisions that could make more difficult or discourage a change in control of
the Company. These provisions are designed to discourage situations in which the
Company is forced to accept a proposal for the takeover of the Company without
ample time to evaluate the proposal and appropriate alternatives and to
encourage anyone contemplating a business combination with the Company to
negotiate directly with the Company on a fair and equitable basis. See
"Description of Capital Stock." However, these provisions may discourage certain
takeover proposals that would permit stockholders to sell or exchange their
equity securities of the Company for an amount that includes a premium over the
then market price for such securities.
S-13
<PAGE>
COMPANY PROFILE
The following is a profile of the Company's products, markets, industry
position, manufacturing facilities and 1992 production and shipment figures:
<TABLE>
<CAPTION>
INDUSTRY MANUFACTURING 1992 PRODUCTION
MARKETS POSITION FACILITIES & SHIPMENTS
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
PAPERBOARD AND CONTAINERBOARD A broad range of Industry leader Production at 16 4.425 million
PAPER PACKAGING AND CORRUGATED manufacturers of mills short tons of
CONTAINERS consumable and container-board
durable goods Converting at produced
and other 106 plants
manufacturers of 51.7 billion
corrugated square feet of
containers. corrugated
containers
shipped
KRAFT PAPER AND Supermarket Industry leader Production at 6 563 thousand
BAGS AND SACKS chains and other mills short tons of
retailers of kraft paper
consumable Converting at 19 produced
products. plants
Industrial and 689 thousand
consumer bags short tons of
sold to the paper bags and
food, sacks shipped
agricultural,
chemical and
cement
industries,
among others.
BOXBOARD, Manufacturers of A major position Production at 2 81 thousand
FOLDING CARTONS consumable in Europe; a mills short tons of
AND OTHER goods, nominal position boxboard and
especially food, in North America Converting at 11 other paperboard
beverage and plants produced
tobacco
products, and 80 thousand
other box short tons of
manufacturers. folding cartons
and partitions
shipped
WHITE PAPER NEWSPRINT Newspaper A major position Production at 6 1.243 million
AND PULP publishers and mills short tons
commercial produced
printers.
UNCOATED Producers of A major position Production at 2 381 thousand
GROUNDWOOD PAPER advertising mills short tons
materials, produced
magazines,
directories and
computer papers.
MARKET PULP Manufacturers of A major position Production at 5 824 thousand
paper products, mills short tons
including fine produced
papers,
photographic
papers, tissue
and newsprint.
WOOD PRODUCTS LUMBER, PLYWOOD Construction and A moderate Production at 18 541 million
AND VENEER furniture position in mills board feet of
industries. North America lumber produced
551 million
square feet of
plywood and
veneer produced
</TABLE>
S-14
<PAGE>
STONE CONTAINER CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1993
Set forth below are the unaudited pro forma condensed consolidated statement
of operations of the Company for the nine months ended September 30, 1993. The
unaudited pro forma condensed consolidated statements of operations includes the
historical results of the Company and gives effect to the Stone-Consolidated
Transaction as if it had occurred as of January 1, 1993. THE PRO FORMA FINANCIAL
DATA DOES NOT PURPORT TO BE INDICATIVE OF THE COMPANY'S RESULTS OF OPERATIONS
THAT WOULD ACTUALLY HAVE BEEN OBTAINED HAD THE STONE-CONSOLIDATED TRANSACTION
BEEN COMPLETED AS OF THE DATE OR FOR THE PERIOD PRESENTED, OR TO PROJECT THE
COMPANY'S RESULTS OF OPERATIONS AT ANY FUTURE DATE OR FOR ANY FUTURE PERIOD. The
unaudited pro forma adjustments are based upon available information and upon
certain assumptions that the Company believes are reasonable. The unaudited pro
forma financial data and accompanying notes should be read in conjunction with
the historical financial information of the Company, including the notes
thereto, included elsewhere in this Prospectus and the Company's Current Report
on Form 8-K dated January 3, 1994, which is incorporated by reference herein.
<TABLE>
<CAPTION>
HISTORICAL
(NOTE 1) PRO FORMA
NINE MONTHS NINE MONTHS
ENDED PRO FORMA ADJUSTMENTS ENDED
SEPTEMBER 30, (NOTE 2) SEPTEMBER 30,
1993 STONE-CONSOLIDATED 1993
-------------- --------------------- --------------
(in millions, except per share data)
<S> <C> <C> <C>
Net sales................................................ $ 3,816.5 $ $ 3,816.5
Operating Costs and Expenses
Cost of products sold.................................... 3,180.9 3,180.9
Selling, general and administrative expenses............. 404.8 404.8
Depreciation and amortization............................ 262.1 262.1
Equity (income) loss from affiliates..................... 5.6 5.6
-------------- ----- --------------
3,853.4 3,853.4
-------------- ----- --------------
Loss from operations..................................... (36.9) (36.9)
Interest expense......................................... (311.3) 15.4(a) (330.1)
(34.2)(b)
Other net................................................ 1.3 (4.2)(c) 3.9
6.8(d)
-------------- ----- --------------
Loss before income taxes and cumulative effect of all
accounting change....................................... (346.9) (16.2) (363.1)
Credit for income taxes.................................. (113.4) (7.8)(e) (121.2)
-------------- ----- --------------
Net loss before cumulative effect of an accounting
change.................................................. $ (233.5) $ (8.4) $ (241.9)
-------------- ----- --------------
-------------- ----- --------------
Loss per share of common stock before cumulative effect
of an accounting change................................. $ (3.36) $ (3.48)
-------------- --------------
-------------- --------------
Weighted average common shares outstanding............... 71.2 71.2
-------------- --------------
-------------- --------------
<FN>
- ------------------------------
(1) Basis of preparation:
The unaudited pro forma condensed consolidated Statement of Operations has
been prepared from and should be read in conjunction with the historical
consolidated financial statements of the Company.
The pro forma condensed consolidated Statement of Operations gives effect to
the following pro forma adjustments as of January 1, 1993.
</TABLE>
h-TM-
S-15
<PAGE>
<TABLE>
<S> <C>
(2) Pro forma adjustments:
(a) To record a reduction to historical interest expense of $15.4 million
as a result of the assumed repayment of certain Credit Agreements
indebtedness.
(b) To record pro forma interest expense and amortization of debt fees of
$30.2 million related to Stone-Consolidated's 10.25% Senior Secured
Notes due 2000 and 8% Convertible Unsecured Subordinated Debentures due
2003 and to record amortization of the amendment fees of $4.0 million
related to the Company's restated Credit Agreements.
(c) To increase the foreign exchange transaction losses by $4.2 million to
reflect the effects of foreign currency revaluation pertaining to
Stone-Consolidated's U.S. denominated 10.25% Senior Secured Notes due
2000, partially offset by the reversal of the historical foreign
exchange transaction losses associated with the U.S. denominated debt
that was repaid.
(d) To record the minority interest share of the net losses of
Stone-Consolidated of $6.8 million for the nine months ended September
30, 1993 based on the pro forma statement of operations of
Stone-Consolidated.
(e) To record the adjustment to income taxes of $7.8 million pertaining to
the interest expense adjustments recorded in note 2(a) and 2(b) and for
the foreign exchange transaction loss adjustment recorded in note 2(c)
using the applicable U.S. and Canadian statutory income tax rates of
39.6 percent and 35.0 percent. The U.S. tax rates include the effects
of state income tax rates.
</TABLE>
S-16
<PAGE>
USE OF PROCEEDS
The net proceeds to the Company from the Offerings are estimated to
aggregate $ million ($ million if the Underwriters' over-allotment option
with respect to the Common Stock Offering is exercised in full). Such proceeds
will be used to repay indebtedness of the Company and for general corporate
purposes, as set forth below. For further information on the interest rate,
maturity and other terms with respect to the Company's indebtedness, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Financial Condition and Liquidity" and "Credit Agreements" in the
accompanying Prospectus.
The sources and uses of funds in connection with the Offerings are estimated
to be as follows:
<TABLE>
<CAPTION>
(IN
MILLIONS)
<S> <C>
SOURCES:
Notes..................................................................................... $ 500.0
------------
Common Stock Offering..................................................................... 236.3
------------
TOTAL:...................................................................................... $ 736.3
------------
------------
USES:
Prepayment of Credit Agreements amortization.............................................. $ 403.1
Redemption of 13 5/8% Subordinated Notes due 1995 (plus accrued interest)................. 100.0
General Corporate Purposes (1)............................................................ 233.2
------------
TOTAL:...................................................................................... $ 736.3
------------
------------
<FN>
- ------------------------------
(1) Includes repayments of borrowings under the revolving credit facilities
which can be reborrowed and fees and expenses of the Offerings.
</TABLE>
S-17
<PAGE>
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Company's Common Stock is traded on the New York Stock Exchange under
the symbol "STO." The quarterly per share price ranges for the Common Stock on
the New York Stock Exchange and cash dividends paid since January 1, 1990 were
as follows:
<TABLE>
<CAPTION>
CASH
HIGH LOW DIVIDEND
-------- -------- --------
<S> <C> <C> <C>
CALENDAR 1990
First Quarter............................... $25- 1/4 $20- 1/4 $.18
Second Quarter.............................. 22 16 .18
Third Quarter............................... 17- 5/8 10 .18
Fourth Quarter.............................. 12- 7/8 8- 1/2 .18
CALENDAR 1991
First Quarter............................... $19 $ 9 $.18
Second Quarter.............................. 24- 5/8 14- 1/4 .18
Third Quarter............................... 22- 5/8 16- 7/8 .18
Fourth Quarter.............................. 26 17- 5/8 .18
CALENDAR 1992
First Quarter............................... $32- 5/8 $24- 1/2 $.18
Second Quarter.............................. 29- 3/8 22- 1/2 .18
Third Quarter (1)........................... 25- 3/8 14- 3/8 0
Fourth Quarter.............................. 19- 1/2 12- 1/2 0
CALENDAR 1993
First Quarter............................... $19- 1/2 $13- 1/8 $ 0
Second Quarter.............................. 14 6- 3/8 0
Third Quarter............................... 9- 1/4 6- 1/2 0
Fourth Quarter.............................. 12- 3/8 6- 7/8 0
CALENDAR 1994
First Quarter through January 5, 1994....... 11- 1/4 10- 1/8
<FN>
- ------------------------
(1) On September 15, 1992, the Company paid a 2% stock dividend (approximately
1.4 million shares) to record holders of its Common Stock as of August 25,
1992. The amounts set forth in the table for the periods prior to August 15,
1992 have not been restated to reflect such stock dividend.
</TABLE>
On January 5, 1994, the reported closing price for the Common Stock on the
NYSE Composite Tape was $11.25 per share.
Due to limitations and restrictions imposed on the Company under the Credit
Agreements (including those described below) and the Company's recent net
losses, the Company was unable to declare a cash dividend on its Common Stock in
the third and fourth quarters of 1992 and all four quarters of 1993. Whether the
Board of Directors declares any future cash dividends will depend upon the
Company's future earnings, financial condition and capital needs and other
factors deemed pertinent by the Board of Directors, and will be subject to
restrictions and limitations contained in the Company's Credit Agreements and
other credit facilities and indentures. See "Credit Agreements." The Company
does not intend to pay any dividends on its Common Stock until such dividends
are permitted by the Credit Agreements and at such time as it believes that any
such payment will not impair the Company's cash availability for operations and
debt service.
The most restrictive limitation on the payment of cash dividends is
currently contained in the Credit Agreements. The Credit Agreements provide that
the Company's dividend payments, distributions or purchases of any class of
capital stock of the Company or its subsidiaries cannot exceed the sum of $50
million, plus (i) 50% of the consolidated net income (as defined in the Credit
Agreements) of the Company from April 1, 1991 to the date of payment of such
dividends, minus (ii) 100% of the consolidated net loss (as defined in the
Credit Agreements) of the Company from April 1, 1991 to the date of payment of
such dividends, plus (iii) 50% of the net cash proceeds from
S-18
<PAGE>
sales of Common Stock or certain preferred stock of the Company from April 1,
1991 to any date of payment of such dividends. The Credit Agreements also
provide that, with respect to the first cash dividend to be declared after
September 1, 1992, such declaration cannot be made unless the unused portion of
the revolving credit facilities (net of any unused portion required to be
reserved for capital expenditures) is at least equal to $96 million plus the
amount of such cash dividend. At September 30, 1993, the dividend pool under the
Credit Agreements had a deficit of approximately $334.1 million. See "Credit
Agreements."
Following consummation of the Offerings, the dividend pool will be reset to
zero as of January 1, 1994 and other restrictions will be liberalized. See
"Recent Developments -- Amendments to Credit Agreements."
The Company is also currently prohibited from paying dividends under the
Indenture dated as of March 15, 1992 between the Company and The Bank of New
York, as trustee relating to senior subordinated indebtedness. At September 30,
1993, the dividend pool under such indenture was negative $136.1 million. Such
dividend pool will be reduced by 100% of the net losses for the fourth quarter
of 1993 and any subsequent periods and increased by the aggregate net proceeds
received by the Company from the issuance of Common Stock, including the Common
Stock offering. In addition, the indentures relating to the Company's
outstanding senior indebtedness, other senior subordinated indebtedness and the
13 5/8% Notes contain restrictions on the Company's ability to pay dividends.
The 13 5/8% Subordinated Notes due 1995 will be redeemed from the proceeds of
the Common Stock Offering. See "Description of Debt Securities -- Particular
Terms of the Senior Debt Securities -- Certain Covenants -- Dividend
Restrictions" and "-- Additional Terms of the Senior Subordinated Debt
Securities -- Dividend Restrictions" in the accompanying Prospectus.
S-19
<PAGE>
CAPITALIZATION
The following table sets forth a summary of the short-term debt and
capitalization of the Company, on a consolidated basis at September 30, 1993, as
adjusted to give effect to the 1993 Fourth Quarter Transactions and the
application of the estimated net proceeds therefrom to reduce indebtedness under
the Credit Agreements and as further adjusted to give effect to the Offerings
and the application of the estimated net proceeds therefrom to reduce
indebtedness.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1993
---------------------------------------------
AS ADJUSTED
FOR AS FURTHER
THE 1993 ADJUSTED FOR
FOURTH QUARTER THE
ACTUAL TRANSACTIONS OFFERINGS
----------- -------------- ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Short-term debt:
Notes payable................................................................... $ 12,116 $ 12,116 $ 12,116
Current maturities of long-term debt............................................ 757,731 77,921 77,921
----------- -------------- ------------
Total short-term debt......................................................... $ 769,847 $ 90,037 $ 90,037
----------- -------------- ------------
----------- -------------- ------------
Long-term debt:
Senior debt:
Credit Agreements other than revolving credit facilities...................... $ 1,482,800 $ 1,156,067(a) $ 854,931(b)
Less: Current maturities...................................................... (408,810) -- --
Revolving credit facilities................................................... 271,000 121,761(c) --(d)
Less: Current maturities...................................................... (271,000) --(e) --
12 5/8% Senior Notes due July 15, 1998........................................ 150,000 150,000 150,000
11 7/8% Senior Notes due December 1, 1998..................................... 238,859 238,859 238,859
% Senior Notes due 2001................................................... -- -- 500,000
4% -- 11 5/8% fixed rate debt and other variable rate debt (including
capitalized lease obligations)............................................... 279,948 307,355 307,355
Obligations under accounts receivable securitization programs................. 261,300 261,300 261,300
Less: Current maturities........................................................ (18,483) (18,483) (18,483)
----------- -------------- ------------
Total senior long-term debt................................................... 1,985,614 2,216,859 2,293,962
----------- -------------- ------------
Subordinated debt:
10 3/4% Senior Subordinated Notes due June 15, 1997........................... 150,000 150,000 150,000
11% Senior Subordinated Notes due August 15, 1999............................. 125,000 125,000 125,000
11 1/2% Senior Subordinated Notes due September 1, 1999....................... 230,000 230,000 230,000
10 3/4% Senior Subordinated Debentures due April 1, 2002...................... 199,095 199,095 199,095
8 7/8% Convertible Senior Subordinated Notes due July 15, 2000................ 248,429 248,429 248,429
13 5/8% Subordinated Notes due June 1, 1995................................... 98,114 98,114 --
12 1/8% Subordinated Debentures due September 15, 2001 (f).................... 92,110 92,110 92,110
6 3/4% Convertible Subordinated Debentures due February 15, 2007.............. 115,000 115,000 115,000
Variable Rate Subordinated Note due January 16, 1994.......................... 4,875 4,875 4,875
Less: Current maturities........................................................ (4,875) (4,875) (4,875)
----------- -------------- ------------
Total subordinated long-term debt............................................. 1,257,748 1,257,748 1,159,634
----------- -------------- ------------
Debt of consolidated subsidiaries (non-recourse to parent)...................... 593,615 991,865 991,865
Less: Current maturities........................................................ (54,563) (54,563) (54,563)
----------- -------------- ------------
Total long-term debt of consolidated subsidiaries (non-recourse to parent).... 539,052 937,302 937,302
----------- -------------- ------------
Total long-term debt.......................................................... 3,782,414 4,411,909 4,390,898
----------- -------------- ------------
Stockholders' equity:
$1.75 Series E Cumulative Convertible Exchangeable Preferred Stock (4,600,000
shares, $25 per share liquidation preference).................................. 114,983 114,983 114,983
Common Stock.................................................................... 648,650 571,376(g) 793,185(h)
Retained earnings............................................................... 219,020 238,020(i) 238,020
Foreign currency translation adjustment......................................... (238,068) (238,068) (238,068)
Unamortized expense of restricted stock plan.................................... (5,723) (5,723) (5,723)
----------- -------------- ------------
Total stockholders' equity.................................................... 738,862 680,588 902,397
----------- -------------- ------------
Total capitalization.......................................................... 4,521,276 5,092,497 5,293,295
----------- -------------- ------------
Total short-term debt and capitalization...................................... $ 5,291,123 $ 5,182,534 $ 5,383,332
----------- -------------- ------------
----------- -------------- ------------
</TABLE>
SEE FOOTNOTES ON THE FOLLOWING PAGE
S-20
<PAGE>
- ------------------------------
(a) Reflects the prepayment of $326.7 million as a result of the 1993 Fourth
Quarter Transactions.
(b) Reflects the prepayment of approximately $301.1 million as a result of the
Offerings.
(c) Reflects the repayment of $149.2 million as a result of the 1993 Fourth
Quarter Transactions.
(d) Reflects the repayment of $121.8 million as a result of the Offerings. Upon
consummation of the Offerings, the Company will have no borrowings under its
total revolving credit facilities commitments of $224.0 million.
(e) As a result of the December 17, 1993 amendment to the Credit Agreements, the
maturity of the Company's revolving credit facility was extended from March
1, 1994 to March 1, 1997.
(f) Obligations of Stone-Southwest, Inc., a wholly-owned subsidiary of the
Company.
(g) The Stone-Consolidated Transaction resulted in a charge to Common Stock of
approximately $77.3 million.
(h) The Common Stock Offering assumes the issuance of 21,000,000 shares at a
price of $11.25 per share with issuance costs of approximately $14.4
million.
(i) The 1993 Fourth Quarter Transactions resulted in an after-tax gain of
approximately $19.0 million.
S-21
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the International
Underwriting Agreement among the Company and Salomon Brothers International
Limited, Bear, Stearns International Limited and Bankers Trust International
PLC, as representatives (the "International Representatives") of the several
International Managers, the Company has agreed to sell to the International
Managers, and the International Managers have severally agreed to purchase, the
respective amounts of the Common Stock set forth opposite their names below.
<TABLE>
<CAPTION>
Shares of
International Manager Common Stock
- --------------------------------------------------------------------- -------------
<S> <C>
Salomon Brothers International Limited...............................
Bear, Stearns International Limited..................................
Bankers Trust International PLC......................................
-------------
Total.......................................................... 3,500,000
-------------
-------------
</TABLE>
The International Underwriting Agreement provides that the obligations of
the International Managers are subject to certain conditions precedent and that
the International Managers will be obligated to purchase all of the Common Stock
offered in the International Offering if any is purchased. It is a condition
precedent to the International Managers' obligations to purchase the Common
Stock offered in the International Offering pursuant to the International
Underwriting Agreement that the sale of the Notes by the Company occur
simultaneously.
The International Representatives have advised the Company that the
International Managers propose initially to offer the Common Stock directly to
the public at the public offering price set forth on the cover page of this
Prospectus Supplement and to certain dealers at such price less a concession not
in excess of $. per share. The International Managers may allow, and such
dealers may reallow, a concession not in excess of $. per share on sales to
certain other dealers. After the initial offering, the public offering price and
concessions to dealers may be changed.
The Company has granted to the International Managers and U.S. Underwriters
options to purchase up to an additional 525,000 shares and 2,625,000 shares of
Common Stock, respectively, solely to cover over-allotments, if any. Either or
both options may be exercised at any time up to 30 days after the date of this
Prospectus Supplement.
The Company has entered into a U.S. Underwriting Agreement with the
underwriters of the U.S. Offering ("U.S. Underwriters") providing for the
concurrent offer and sale of 17,500,000 shares of Common Stock in the U.S.
Offering. The offering price and aggregate underwriting discounts and
commissions per share for the two Offerings are identical. The closing of the
International Offering is a condition to the closing of the U.S. Offering, and
vice versa. The representatives of the U.S. Underwriters are Salomon Brothers
Inc, Bear, Stearns & Co. Inc., and BT Securities Corporation.
The International Managers and the U.S. Underwriters have entered into an
Agreement Between Underwriters and Managers pursuant to which each International
Manager has agreed that, as part of the distribution of the shares of Common
Stock offered in the International Offering and subject to certain exceptions,
(a) it is not purchasing any such shares for the account of a U.S. or Canadian
Person (as defined below), (b) it has not offered or sold, and will not offer,
sell, resell or deliver, directly or indirectly, any shares of Common Stock or
distribute any prospectus relating to the Common Stock to anyone other than an
International Person (as defined below) and (c) any dealer to whom it may sell
any of the shares of Common Stock will represent and agree that it will comply
with the restrictions set forth in (a) and (b) and will not offer, sell, resell
or deliver, directly or indirectly, any of the shares or distribute any
prospectus relating to the Common Stock to any other dealer who does not so
represent and agree. In addition, pursuant to the Agreement Between Underwriters
and Managers, each U.S. Underwriter has
S-22
<PAGE>
agreed that, as part of the distribution of the shares of Common Stock offered
in the U.S. Offering and subject to certain exceptions, (a) it is not purchasing
any such shares for the account of anyone other than a U.S. or Canadian Person,
(b) it has not offered or sold, and will not offer, sell, resell or deliver,
directly or indirectly, any shares of Common Stock or distribute any prospectus
relating to the Common Stock to anyone other than a U.S. or Canadian Person and
(c) any dealer to whom it may sell any of the shares of Common Stock will
represent and agree that it will comply with the restrictions set forth in (a)
and (b) and will not offer, sell, resell or deliver, directly or indirectly, any
of the shares or distribute any prospectus relating to the Common Stock to any
other dealer who does not so represent and agree. The foregoing limitations do
not apply to stabilization transactions or to transactions among the U.S.
Underwriters and the International Managers pursuant to the Agreement Between
Underwriters and Managers. As used herein, "United States" means the United
States of America (including the District of Columbia) and its territories, its
possessions and other areas subject to its jurisdiction, "Canada" means Canada,
its provinces, territories, possessions and other areas subject to its
jurisdiction, and "U.S. or Canadian Person" means a citizen or resident of the
United States or Canada, a corporation, partnership or other entity created or
organized in or under the laws of the United States or Canada or any political
subdivision thereof, or any estate or trust the income of which is subject to
United States or Canadian income taxation, regardless of its source (other than
a foreign branch of such entity) and includes any United States or Canadian
branch of a person other than a U.S. or Canadian Person. As used herein, the
term "International Person" means any person, corporation, partnership or other
entity which is not a U.S. or Canadian Person.
Pursuant to the Agreement Between Underwriters and Managers, sales may be
made between the U.S. Underwriters and the International Managers of such number
of shares of Common Stock as may be mutually agreed. The price of any shares so
sold shall be the public offering price, less an amount not greater than the
selling concession. To the extent that there are sales between the U.S.
Underwriters and the International Managers, pursuant to the Agreement Between
Underwriters and Managers, the number of shares initially available for sale by
the U.S. Underwriters or the International Managers may be more or less than the
amount specified on the cover page of the Prospectus Supplement.
The Company has agreed to indemnify the Underwriters against certain civil
liabilities, including certain liabilities under the Securities Act of 1933, as
amended (the "Act").
The Company has agreed that, for a period of 180 days from the date of the
issuance of the Common Stock, without the consent of Salomon Brothers Inc,
acting on behalf of the Underwriters, neither the Company nor any subsidiary of
the Company (except in limited circumstances) will (i) file with the Securities
and Exchange Commission or publicly announce its intent to file any registration
statement under the Act, or pre-effective amendment to any registration
statement under the Act relating to Common Stock (other than the Common Stock
offered hereby) or (ii) enter into any agreement for or consummate the sale of,
or publicly announce its intent to sell, any Common Stock (other than the Common
Stock offered hereby).
Each of the International Representatives and their affiliates from time to
time perform investment banking and other financial advisory services for the
Company for which they receive customary compensation.
Bankers Trust Company ("Bankers Trust"), an affiliate of Bankers Trust
International PLC, is the agent and a lender under the Credit Agreements. As a
lender under the Company's credit facilities, Bankers Trust will receive its pro
rata share of the net proceeds of the sale of the Notes used to repay
indebtedness under the Credit Agreements. See "Use of Proceeds." Bankers Trust
is also the indenture trustee for the Company's 11 1/2% Senior Subordinated
Notes due 1999.
S-23
<PAGE>
CERTAIN UNITED STATES TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS
The following is a discussion of the material United States federal income
and estate tax consequences of the ownership and disposition of Common Stock
applicable to Non-U.S. Holders of such Common Stock. In general, a "Non-U.S.
Holder" is a person other than (i) a citizen or resident (as specifically
defined for United States federal income and estate tax purposes) of the United
States; (ii) a corporation or partnership created or organized in the United
States or under the laws of the United States or of any State; or (iii) an
estate or trust whose income is includable in gross income for United States
federal income tax purposes regardless of its source. The discussion is based on
current law and is for general information only. The discussion does not address
aspects of federal taxation other than income and estate taxation and does not
address all aspects of federal income and estate taxation. The discussion does
not consider any specific facts or circumstances that may apply to a particular
Non-U.S. Holder and does not address all aspects of United States federal income
tax law that may be relevant to Non-U.S. Holders that may be subject to special
treatment under such law (for example, insurance companies, tax-exempt
organizations, financial institutions or broker-dealers). Accordingly,
prospective investors are urged to consult their tax advisors regarding the
United States federal, state, local and non-U.S. current and possible future
income and other tax consequences of holding and disposing of shares of Common
Stock.
DIVIDENDS. In general, dividends paid to a Non-U.S. Holder will be subject
to United States withholding tax at a 30 percent rate (or any lower rate
prescribed by an applicable tax treaty) unless the dividends are effectively
connected with a trade or business carried on by the Non-U.S. Holder within the
United States. Dividends effectively connected with such trade or business will
generally not be subject to withholding (if the Non-U.S. Holder files Internal
Revenue Service ("IRS") Form 4224 with the payor of the dividend) and will
generally be subject to United States federal income tax at ordinary federal
income tax rates. In the case of a Non-U.S. Holder which is a corporation, such
effectively connected income may be subject to the branch profits tax (which is
generally imposed on a foreign corporation on the repatriation from the United
States of effectively connected earnings and profits except to the extent that
an applicable tax treaty provides otherwise). Effectively connected dividends
may be subject to different treatment under an applicable tax treaty depending
on whether such dividends are attributable to a permanent establishment of the
Non-U.S. Holder in the United States. To determine the applicability of a tax
treaty providing for a lower rate of withholding, dividends paid to an address
in a foreign country are generally presumed under current IRS regulations to be
paid to a resident of that country. Treasury regulations proposed in 1984 which
have not been finally adopted, however, would require Non-U.S. Holders to file
certain forms to obtain the benefit of any applicable tax treaty providing for a
lower rate of withholding tax on dividends. Such forms would contain the
holder's name and address and an official statement by the competent authority
in the foreign country (as designated in the applicable tax treaty) attesting to
the holder's status as a resident thereof.
SALE OF COMMON STOCK. Generally, a Non-U.S. Holder will not be subject to
United States federal income tax on any gain realized upon the disposition of
his Common Stock unless (i) the Company is or has been during certain periods a
"U.S. real property holding corporation" for federal income tax purposes (which
the Company does not believe that it is or is likely to become) and the Non-U.S.
Holder held, directly or indirectly at any time during the five year period
ending on the date of disposition (or such shorter period that such shares were
held), more than 5 percent of the Common Stock; (ii) the gain is effectively
connected with a trade or business carried on by the Non-U.S. Holder within the
United States; (iii) the Common Stock is disposed of by an individual Non-U.S.
Holder who holds the Common Stock as a capital asset and is present in the
United States for 183 days or more in the taxable year of the disposition and
either the gain is attributable to an office or other fixed place of business
maintained by him in the United States or he has a "tax home" in the United
States; or (iv) the Non-U.S. Holder is subject to tax pursuant to the provisions
of United States tax law applicable to certain United States expatriates.
Non-U.S. Holders should consult applicable treaties, which may exempt from
United States taxation gains realized upon the disposition of Common Stock.
S-24
<PAGE>
ESTATE TAX. Common Stock owned or treated as owned by an individual at the
time of death will be includable in the individual's gross estate for United
States federal estate tax purposes, unless an applicable treaty provides
otherwise, and may be subject to the United States federal estate tax.
BACK-UP WITHHOLDING AND INFORMATION REPORTING. The Company must report
annually to the IRS and to each Non-U.S. Holder the amount of dividends paid to,
and the tax withheld with respect to, each Non-U.S. Holder. These information
reporting requirements apply regardless of whether withholding was reduced by an
applicable tax treaty. Copies of these information returns may also be made
available under the provisions of a specific treaty or agreement to the tax
authorities in the country in which the Non-U.S. Holder resides or is
established. United States backup withholding tax (which generally is a
withholding tax imposed at the rate of 31 percent on certain payments to persons
that fail to furnish the information required under the United States
information reporting requirements) will generally not apply to dividends paid
on Common Stock to a Non-U.S. Holder at an address outside the United States
absent actual knowledge by the payor than the payee is not a Non-U.S. Holder.
The payment of the proceeds from the disposition of Common Stock to or
through the United States office of a broker will be subject to information
reporting and backup withholding unless the owner, under penalties of perjury,
certifies, among other things, its status as a Non-U.S. Holder, or otherwise
establishes an exemption. The payment of the proceeds from the disposition of
Common Stock to or through a non-U.S. office of a non-U.S. broker will
generally, except as noted below, not be subject to backup withholding and
information reporting. In the case of the payment of proceeds from the
disposition of Common Stock through a non-U.S. office of a broker that is a
United States person or a "U.S. related person," existing regulations require
information reporting on the payment unless the broker has documentary evidence
in its files that the owner is a Non-U.S. Holder and the broker has no actual
knowledge to the contrary. For this purpose, a "U.S. related person" is (i) a
"controlled foreign corporation" for United States federal income tax purposes,
or (ii) a foreign person 50% or more of whose gross income from all sources for
the three-year period ending with the close of its taxable year preceding the
payment (or for such part of the period that the broker has been in existence)
is derived from activities that are effectively connected with the conduct of a
United States trade or business. Proposed regulations contain a similar rule
with respect to information reporting by a non-U.S. office of a broker that is a
United States person or a U.S. related person. The existing regulations provide
that, although the issue is still under consideration, reportable payments made
through foreign offices of a broker that is a United States person or a U.S.
related person will not be subject to backup withholding until otherwise
provided. Proposed regulations state that backup withholding will not apply to
such payments absent actual knowledge that the payee is a United States person.
Any amounts withheld under the backup withholding rules from a payment to a
Non-U.S. Holder will be refunded (or credited against that Non-U.S. Holder's
United States federal income tax liability, if any), provided that the required
information is furnished to the IRS.
The backup withholding and information reporting rules are currently under
review by the Treasury Department and their application to the Common Stock is
subject to change.
LEGAL MATTERS
The validity of the Notes offered hereby will be passed upon for the Company
by Leslie T. Lederer, Vice President, Secretary and Counsel of the Company (who
owns approximately 15,900 shares of Common Stock) and by Sidley & Austin,
Chicago, Illinois. Certain legal matters will be passed upon for the
Underwriters by Cleary, Gottlieb, Steen & Hamilton, New York, New York.
S-25
<PAGE>
PROSPECTUS
[LOGO] STONE CONTAINER CORPORATION
SENIOR DEBT SECURITIES
SENIOR SUBORDINATED DEBT SECURITIES
SUBORDINATED DEBT SECURITIES
COMMON STOCK
------------------
Stone Container Corporation (the "Company") may offer from time to time in
one or more series up to $1 billion aggregate initial offering price of (i) its
unsecured debt securities (the "Debt Securities"), which may be either senior
(the "Senior Debt Securities"), senior subordinated (the "Senior Subordinated
Debt Securities") or subordinated ("Subordinated Debt Securities"), and (ii)
shares of its common stock (the "Common Stock"). The Debt Securities and the
Common Stock (together, the "Securities") may be offered separately or together,
in separate series, in amounts, at prices and on terms to be determined at the
time of sale and set forth in one or more supplements to this Prospectus (a
"Prospectus Supplement").
The Senior Debt Securities will rank equally in right of payment with all
other Senior Indebtedness (as defined) of the Company. The Senior Subordinated
Debt Securities will be subordinated in right of payment to all Senior
Indebtedness of the Company and senior in right of payment to all Junior
Subordinated Indebtedness (as defined). The Subordinated Debt Securities will be
subordinated in right of payment to Senior Indebtedness and Senior Subordinated
Indebtedness (as defined). If Debt Securities are offered, the Prospectus
Supplement will set forth the terms of such Debt Securities, including the
specific designation, aggregate principal amount, authorized denominations, any
premium, any interest rate (which may be fixed or variable), maturity, any
interest payment dates, any optional or mandatory redemption terms, any sinking
fund provisions, any subordination or conversion terms, the initial public
offering price and any other terms of the offering.
If Common Stock is offered, the Prospectus Supplement will set forth the
number of shares, the initial public offering price and any other terms of the
offering.
This Prospectus also relates to an indeterminate number of shares of the
Company's Common Stock, because the Company may elect to issue Senior
Subordinated Debt Securities that are convertible into Common Stock. If such
convertible Debt Securities are offered, the Prospectus Supplement will set
forth the terms by which such Debt Securities offered thereby may be converted
into shares of Common Stock.
The Securities may be sold (i) through underwriting syndicates represented
by managing underwriters, or by underwriters without a syndicate, such
underwriters to be designated at the time of sale; (ii) through agents
designated from time to time; or (iii) directly by the Company. See "Plan of
Distribution." The names of any underwriters or agents of the Company involved
in the sale of the Securities, and any applicable commissions or discounts, will
be set forth in the corresponding Prospectus Supplement. The net proceeds to the
Company from such sale also will be set forth in the corresponding Prospectus
Supplement.
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN RISK FACTORS THAT SHOULD BE
CONSIDERED IN CONNECTION WITH THIS OFFERING.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is January 7, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following regional offices of
the Commission: Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 13th Floor, Seven World Trade Center, New York, New
York 10048. Copies of such materials may be obtained from the Public Reference
Branch of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. In addition, such reports, proxy statements and other
information can be inspected at the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005, on which exchange the Common Stock of the
Company is listed.
The Company has filed with the Commission in Washington, D.C. a Registration
Statement under the Securities Act of 1933, as amended (the "Act"), with respect
to the Securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, as permitted by the rules
and regulations of the Commission. For further information pertaining to the
Company and the Securities offered hereby, reference is made to the Registration
Statement and the exhibits thereto, which may be examined without charge at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies thereof may be obtained from the Public
Reference Branch of the Commission upon payment at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed by the Company with the
Commission are incorporated by reference in this Prospectus:
(a) the Company's Annual Report on Form 10-K for the year ended December
31, 1992, as amended by Form 8 dated April 9, 1993 and as further amended by
Form 10-K/A-1 dated June 24, 1993;
(b) the Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1993, June 30, 1993 and September 30, 1993;
(c) the Company's Current Reports on Form 8-K dated January 8, 1993,
April 15, 1993, June 24, 1993, July 7, 1993, July 26, 1993, September 30,
1993, January 3, 1994 and January 5, 1994; and
(d) the description of the Rights (as defined herein) contained in the
Company's Registration Statement on Form 8-A dated July 27, 1988, as amended
by Form 8 dated August 2, 1990.
All documents filed by the Company pursuant to Section 13(a), 14 or 15(d) of
the Exchange Act after the date of this Prospectus and prior to the termination
of the offering of the Securities contemplated hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated by reference or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for all purposes of this Prospectus to
the extent that a statement contained herein or in any subsequently filed
document which also is incorporated or deemed to be incorporated by reference
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 Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of such
person, a copy of any and all of the documents referred to above which have been
or may be incorporated in this Prospectus by reference, other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
therein. Requests for such copies should be directed to: Investor Relations
Department, Stone Container Corporation, 150 North Michigan Avenue, Chicago,
Illinois 60601; telephone number (312) 346-6600.
2
<PAGE>
THE COMPANY
GENERAL
The Company is a major international pulp and paper company engaged
principally in the production and sale of paper, packaging products and
commodity pulp. The Company believes that it is the world's largest producer of
unbleached containerboard and kraft paper and the world's largest converter of
those products. The Company also believes that it is one of the largest paper
companies in terms of annual tonnage produced. The Company produced 5.0 million
tons and 4.9 million tons of unbleached containerboard and kraft paper in 1992
and 1991, respectively, which accounted for approximately 66% of its total
tonnage produced for both 1992 and 1991. The Company had net sales of
approximately $5.5 billion and $5.4 billion in 1992 and 1991, respectively. As
used herein, the term "Company" includes Stone Container Corporation, its
subsidiaries and its affiliates, except as the context otherwise may require.
The Company has increased dramatically in size over the past ten years,
primarily through four major acquisitions, including the 1989 acquisition of
Consolidated-Bathurst Inc. (a Canadian corporation, now renamed Stone Container
(Canada) Inc. ("Stone Canada")), and several smaller acquisitions. The
acquisition of Stone Canada increased the Company's market share in its core
business operations and provided the Company with the opportunity to pursue its
strategy to expand its production capacity and sales in international markets.
OPERATIONS
The following table presents actual annual mill production capacity of the
Company at December 31, 1992 and at December 31, 1991:
<TABLE>
<CAPTION>
PAPERBOARD AND PAPER
WHITE PAPER AND PULP
PACKAGING TOTAL
-------------------- -------------------- --------------------
1992 1991 1992 1991 1992 1991
--------- --------- --------- --------- --------- ---------
(IN THOUSANDS OF SHORT TONS)(A)
<S> <C> <C> <C> <C> <C> <C>
United States.............................................. 4,572 4,456 847 838 5,419 5,294
Canada..................................................... 436 414 1,783 1,730 2,219 2,144
Europe..................................................... 310 294 306 315 616 609
Other...................................................... 58 45 -- -- 58 45
--------- --------- --------- --------- --------- ---------
5,376 5,209 2,936 2,883 8,312 8,092
--------- --------- --------- --------- --------- ---------
<FN>
- ------------------------
(a) Includes 25% of production capacity of the Celgar mill, 49% of the
facilities of Empaques de Carton Titan, S.A. and 100% of Seminole Kraft and
Stone Savannah River mills.
</TABLE>
The paperboard and paper packaging segment of the Company's business
includes the manufacture of linerboard, corrugating medium and kraft paper,
among other products. Linerboard and corrugating medium are the basic materials
used in the manufacture of corrugated containers. Kraft paper is primarily used
to produce paper bags and sacks. The Company's principal customers for
linerboard, corrugating medium and kraft paper are its corrugated container
division and its bag divisions. In 1992 and 1991, those divisions consumed
approximately 88% and 87%, respectively, of the Company's aggregate production
of linerboard, corrugating medium and kraft paper.
The Company has more than 100 board converting operations, which produced
and shipped approximately 51.7 billion square feet and 49.2 billion square feet
of corrugated containers in 1992 and 1991, respectively. Corrugated shipments by
U.S. facilities were approximately 12% of the total U.S. industry shipments in
both 1992 and 1991. Corrugated containers are sold in a broad range of markets.
The Company operates 19 kraft paper converting facilities, which shipped
approximately 689 thousand tons and 735 thousand tons of paper bags and sacks
nationwide in 1992 and 1991, respectively. These shipments represented
approximately 34% and 35% of the total U.S. industry shipments for 1992 and
1991, respectively. The Company believes that it is the leading North American
producer of paper bags and sacks. Kraft paper is converted at the Company's
plants into grocery bags and sacks, merchandise bags and multiwall shipping
sacks. Grocery
3
<PAGE>
bags and sacks are sold primarily to supermarket chains; merchandise bags are
sold primarily to retailers of consumer products; and multiwall shipping sacks
are sold to the agricultural, chemical and cement industries, among others.
Wood fiber, particularly from wood chips, and waste paper constitute the
basic raw materials for linerboard, corrugating medium, unbleached kraft paper,
newsprint, groundwood paper and market pulp. Wood fiber resources are available
within economic proximity of the mills and the Company has not experienced any
significant difficulty in obtaining such resources, although environmental
concerns in the Pacific Northwest (including the designation of the spotted owl
as a threatened species) have reduced the supply of wood in that region.
Consistent with its strategy to obtain long-term wood fiber sources without the
costs associated with land ownership, the Company sold approximately 329
thousand acres of timberland during the years 1988 through 1992. This acreage
had been owned by Southwest Forest Industries, Inc., now named Stone Southwest,
Inc., which was acquired by the Company in 1987. At December 31, 1992, the
Company had approximately 14 thousand and 343 thousand acres of private fee
timberland in the United States and Canada, respectively. The Company assists
certain landowners in the Southeastern United States in managing approximately
2.0 million acres of timberland.
Recycled fiber, one of the Company's principal raw material components along
with wood fiber, must be purchased in a price sensitive market. The Company
believes that the demand for recycled fiber will increase and expects that the
cost of purchasing recycled fiber will also increase as a result of increased
demand and market conditions. As a result of the recognition of greater recycled
fiber utilization in the United States, the Company and WMX (formerly Waste
Management of North America) have formed a joint venture, Paper Recycling
International, L.P., which will assist the Company in the procurement of waste
fiber.
The Company's business is not dependent upon a single customer or upon a
small number of major customers. The loss of any one customer would not have a
material adverse effect on the Company.
The Company's products and the raw materials needed to manufacture those
products have historically exhibited price and demand cyclicality. Cyclical
economic factors such as growth in the economy generally, interest rates,
unemployment levels and fluctuations in currency exchange rates have had a
significant impact on prices and sales of the Company's products. The
availability and cost of wood fiber, including wood chips, and waste paper may
be subject to substantial variation, depending upon economic, political and
conservation considerations.
As of December 31, 1992, the Company had approximately 31,200 employees, of
whom approximately 21,900 were employees of U.S. operations and the remainder
were employees of foreign operations. Of those in the United States,
approximately 13,900 are union employees.
At March 1, 1993, the Company's founders and individual members of their
families, in the aggregate but not as a group, owned approximately 13.5 million
shares of the Company's Common Stock, constituting approximately 19% of the
approximately 71 million then-outstanding shares of Common Stock.
The Company is incorporated in Delaware and its Common Stock is listed on
the New York Stock Exchange. The Company's executive offices are located at 150
North Michigan Avenue, Chicago, Illinois 60601; telephone number (312) 346-6600.
USE OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement, the net proceeds to
be received by the Company from the sale of the Securities will be used to repay
indebtedness outstanding under the Company's Credit Agreements or to refinance
certain indebtedness as permitted thereunder. The terms of the Credit Agreements
require, except in certain circumstances, the application of proceeds resulting
from an offering of the Securities to be applied against indebtedness then
outstanding thereunder. See "Credit Agreements." Pending use for these purposes,
the Company may invest proceeds from the sale of the Securities in short-term
marketable securities.
4
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected Statement of Operations and Balance Sheet Data for
the five years ended December 31, 1992 has been derived from, and should be read
in conjunction with, the related audited consolidated financial statements and
accompanying notes of the Company. The audit report relating to the Company's
1992 consolidated financial statements contains an explanatory paragraph
referring to the March 1, 1994 expiration of the Company's revolving credit
facilities and the Company's financial plan discussed in Note 10 to the
Company's 1992 consolidated financial statements. Effective December 17, 1993,
the Company's revolving credit facilities were extended until March 1, 1997. The
selected financial information for the nine months ended September 30, 1993 and
September 30, 1992 has been derived from the unaudited consolidated financial
statements included in the Company's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1993 and 1992. The selected consolidated financial
data does not purport to be indicative of the Company's future results of
operations or financial position.
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------
1993 1992(A)
---------------- --------------
<S> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE
DATA AND RATIOS)
STATEMENT OF OPERATIONS DATA:
Net sales........................ $3,816,509 $4,189,938
Cost of products sold............ 3,180,906 3,385,299
Selling, general and
administrative expenses......... 404,844 406,066
Depreciation and amortization.... 262,100 250,807
Income (loss) before interest
expense, income taxes and
cumulative effects of accounting
changes......................... (35,567) 148,443
Interest expense................. 311,271 284,391
Income (loss) before income taxes
and cumulative effects of
accounting changes.............. (346,838) (135,948)
Cumulative effect of change in
accounting for post retirement
benefits (net of income taxes).. (39,544) --
Cumulative effect of change in
accounting for income taxes..... -- (99,527)
Net income (loss)................ (272,994) (192,762)
Income (loss) per common share
before cumulative effects of
accounting changes.............. (3.36) (1.38)(d)
Net income (loss) per common
share........................... (3.92) (2.78)(d)
Ratio of earnings to fixed
charges......................... (e) (e)
Dividends paid per common share
(d)............................. -- $0.35
Average common shares
outstanding..................... 71,159 70,983(d)
BALANCE SHEET DATA (AT END OF
PERIOD):
Working capital.................. $ 190,622(g) $ 785,202
Property, plant and
equipment -- net................ 3,431,491 3,791,588
Goodwill......................... 912,870 1,020,375
Total assets..................... 6,724,579 7,192,766
Long-term debt................... 3,782,414(f)(g) 4,042,082(f)
Stockholders' equity............. 738,842 1,296,823
OTHER DATA:
Net cash provided by (used in)
operating activities............ $ (115,587) $ 46,457
Capital expenditures............. 100,665(h) 195,989(h)
Paperboard, paper and market
pulp:
Produced (thousand tons)....... 5,498 5,605
Converted (thousand tons)...... 3,291 3,327
Corrugated shipments (billion sq.
ft.)............................ 39.80 39.30
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------------
1992(A) 1991 1990 1989(B) 1988
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales........................ $5,520,655 $5,384,291 $5,755,858 $5,329,716 $3,742,489
Cost of products sold............ 4,473,746 4,285,612 4,421,930 3,893,842 2,618,062
Selling, general and
administrative expenses......... 543,519 522,780 495,499 474,438 351,133(c)
Depreciation and amortization.... 334,054 277,534(c) 257,041 237,047 148,072
Income (loss) before interest
expense, income taxes and
cumulative effects of accounting
changes......................... 156,788 379,314 609,873 825,722 657,757
Interest expense................. 386,122 397,357 421,667 344,693 108,262
Income (loss) before income taxes
and cumulative effects of
accounting changes.............. (229,334) (18,043) 188,206 481,029 549,495
Cumulative effect of change in
accounting for post retirement
benefits (net of income taxes).. -- -- -- -- --
Cumulative effect of change in
accounting for income taxes..... (99,527) -- -- -- --
Net income (loss)................ (269,437) (49,149) 95,420 285,828 341,786
Income (loss) per common share
before cumulative effects of
accounting changes.............. (2.49)(d) (.78)(d) 1.56(d) 4.67(d) 5.58(d)
Net income (loss) per common
share........................... (3.89)(d) (.78)(d) 1.56(d) 4.67(d) 5.58(d)
Ratio of earnings to fixed
charges......................... (e) (e) 1.2 2.0 5.1
Dividends paid per common share
(d)............................. $0.35 $0.71 $0.71 $0.70 $0.35
Average common shares
outstanding..................... 70,987(d) 63,207(d) 61,257(d) 61,223(d) 61,251(d)
BALANCE SHEET DATA (AT END OF
PERIOD):
Working capital.................. $ 756,964 $ 770,457 $ 439,502 $ 614,433 $ 457,477(c)
Property, plant and
equipment -- net................ 3,703,248 3,520,178 3,364,005 2,977,860 1,275,960
Goodwill......................... 983,499 1,126,100 1,160,516 1,089,817 29,786
Total assets..................... 7,026,973 6,902,852 6,689,989 6,253,708 2,395,038
Long-term debt................... 4,104,982(f) 4,046,379(f) 3,680,513(f) 3,536,911(f) 765,150
Stockholders' equity............. 1,102,691 1,537,543 1,460,487 1,347,624 1,063,558
OTHER DATA:
Net cash provided by (used in)
operating activities............ $ 85,557 $ 210,498 $ 451,579(c) $ 315,196(c) $ 453,556(c)
Capital expenditures............. 281,446(h) 430,131(h) 551,986(h) 501,723(h) 136,588
Paperboard, paper and market
pulp:
Produced (thousand tons)....... 7,517 7,365 7,447 6,772 4,729
Converted (thousand tons)...... 4,373 4,228 4,241 3,930 3,344
Corrugated shipments (billion sq.
ft.)............................ 51.67 49.18 47.16 41.56 34.47
<FN>
- ------------------------------
(a) Restated to reflect the adoption of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" retroactive to January 1,
1992.
(b) The Company acquired Stone Canada in 1989.
(c) Adjusted to conform with the current financial statement presentation.
(d) Amounts per common share and average common shares outstanding have been
adjusted to reflect a 2% Common Stock dividend issued September 15, 1992.
(e) The Company's earnings for the nine months ended September 30, 1993 and
1992 and the years ended December 31, 1992 and 1991 were insufficient to
cover fixed charges by $352.3 million, $172.1 million and $270.1 million
and $94.6 million, respectively.
(f) Includes approximately $539.1 million and $594.9 million as of September
30, 1993 and 1992, respectively, and $584.3 million, $573.3 million, $471.2
million and $267.2 million as of December 31, 1992, 1991, 1990 and 1989,
respectively, of long-term debt of certain consolidated subsidiaries that
is non-recourse to the parent.
(g) At September 30, 1993, $271 million of revolving credit facility borrowings
which were previously due on March 1, 1994 are classified as current
maturities of long-term debt.
(h) Includes approximately $12.4 million and $63.8 million for the nine months
ended September 30, 1993 and 1992, respectively, and $79.1 million, $219.8
million, $245.2 million and $36.8 million for 1992, 1991, 1990 and 1989,
respectively, of expenditures financed through project financings.
</TABLE>
5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE
SELECTED HISTORICAL FINANCIAL DATA AND THE HISTORICAL CONSOLIDATED FINANCIAL
STATEMENTS (AND RELATED NOTES) OF THE COMPANY INCLUDED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS.
GENERAL
The Company's major products are containerboard and corrugated containers,
newsprint and market pulp. The markets for paper, packaging products and
commodity pulp sold by the Company are highly competitive and sensitive to
industry capacity and cyclical changes in the economy that can significantly
impact selling prices and the Company's profitability. The Company's sales and
operating results have, in recent years, been more sensitive to price changes
than to changes in sales volume.
The markets for containerboard and corrugated containers, which represent a
substantial portion of the Company's net sales, generally experienced price
declines in the period 1990 through the third quarter of 1993 (except for one
increase in August 1991), and, despite increasing industry-wide capacity
utilization (which is now at approximately the same level as 1989), the Company
was unable to implement announced price increases for these products in 1992 or
for the first nine months of 1993. In prior periods, comparable levels of
capacity utilization supported higher product pricing.
Additions to industry-wide capacity for newsprint and market pulp and
declines in demand for such products during the past three years have led to
supply/demand imbalances that have contributed to depressed prices for these
products. The newsprint industry, which began discounting sales prices in 1990,
was adversely affected by progressively increasing price discounts throughout
1991 and most of 1992, although such discounts were partially reversed in the
fourth quarter of 1992 and the first quarter of 1993 when discounts were
reduced. During this time, new production capacity in the industry came on line,
approximating two million tons annually, representing an approximate 12%
increase in capacity. At the same time, U.S. consumption of newsprint fell, due
to declines in readership and ad linage. As prices fell, certain high cost paper
machines, representing approximately 1.2 million tons and located mostly in
Canada, were shut down. Market pulp prices, which had improved modestly during
1992 from the low prices of 1991, began deteriorating in the fourth quarter of
1992 and have weakened further in 1993.
If current pricing levels for the Company's products do not significantly
improve, the Company will continue to incur net losses.
Due to the industry conditions described above and the Company's highly
leveraged capital structure and related interest expense associated with
indebtedness incurred to finance the acquisition of Stone Canada, the Company
has incurred net losses in each of the last two years and the first nine months
of 1993 and expects to incur a net loss for the full year 1993. In 1992, the
Company suspended payment of cash dividends on its Common Stock. The Company is
pursuing a financial plan that is intended to enhance the Company's liquidity
and increase its financial flexibility. See "-- Financial Condition and
Liquidity -- Outlook."
6
<PAGE>
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------------
1993 1992*
------------------ ------------------
PERCENT PERCENT
NET NET
AMOUNT OF SALES AMOUNT OF SALES
------- -------- ------- --------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Net sales............................... $3,816.5 100.0% $4,189.9 100.0%
Cost of products sold................... 3,180.9 83.3 3,385.3 80.8
Selling, general and administrative
expenses............................... 404.8 10.6 406.0 9.7
Depreciation and amortization........... 262.1 6.9 250.8 6.0
Equity loss from affiliates............. 5.6 .1 1.7 --
------- -------- ------- --------
Income (loss) from operations........... (36.9) (.9) 146.1 3.5
Interest expense........................ (311.3) (8.2) (284.4) (6.7)
Other, net.............................. 1.3 -- 2.4 --
------- -------- ------- --------
Loss before income taxes and cumulative
effects of
accounting changes..................... (346.9) (9.1) (135.9) (3.2)
Credit for income taxes................. (113.4) (3.0) (42.7) (1.0)
------- -------- ------- --------
Loss before cumulative effects of
accounting changes..................... (233.5) (6.1) (93.2) (2.2)
Cumulative effect of change in
accounting for postretirement benefits
(net of income taxes of $23.3)......... (39.5) (1.0) -- --
Cumulative effect of change in
accounting for income taxes............ -- -- (99.5) (2.4)
------- -------- ------- --------
Net loss................................ $(273.0) (7.1) $(192.7) (4.6)
------- -------- ------- --------
------- -------- ------- --------
<FN>
- ------------------------
*Restated to reflect adoption of Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes" ("SFAS 109") retroactive to January 1, 1992.
</TABLE>
NINE MONTHS ENDED SEPTEMBER 30, 1993 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1992
The net loss for the third quarter of 1993 was $99.2 million, or $1.42 per
share of common stock, compared to the net loss of $43.2 million, or $.64 per
share of common stock for the third quarter of 1992.
For the nine months ended September 30, 1993, the loss before the cumulative
effect of a change in the accounting for postretirement benefits other than
pensions was $233.5 million, or $3.36 per share of common stock. The adoption of
Statement of Financial Accounting Standards No. 106 "Accounting for
Postretirement Benefits Other than Pensions" ("SFAS 106"), effective January 1,
1993, resulted in a one-time, non-cash cumulative effect charge of $39.5 million
net of income taxes or $.56 per share of common stock, resulting in a net loss
of $273.0 million or $3.92 per share of common stock. For the nine months ended
September 30, 1992, the restated loss before the cumulative effect of a change
in the accounting for income taxes was $93.2 million, or $1.38 per share of
common stock. The adoption of SFAS 109, which the Company adopted retroactive to
January 1, 1992, resulted in a one-time, non-cash cumulative effect charge of
$99.5 million, or $1.40 per share of common stock, resulting in a restated net
loss of $192.7 million, or $2.78 per share of common stock. The Company's income
tax benefit for the nine months ended September 30, 1993 includes a third
quarter adjustment for the retroactive increase in the U.S. federal income tax
rate and an enacted decrease in German tax rates, the effects of which
substantially offset each other, and a second quarter favorable adjustment of
approximately $5 million which reflects the effect of a reduction in the
Canadian statutory income tax rate.
The increases in the losses before the cumulative effects of the accounting
changes were primarily due to lower average selling prices for most of the
Company's products. Additionally, the Company's operating results for the 1993
third quarter were negatively impacted by market-related production downtime.
The mills involved have all resumed production and are currently operating at
normal levels.
PAPERBOARD AND PAPER PACKAGING:
Net sales for the three and nine months ended September 30, 1993 for the
paperboard and paper packaging segment decreased 14.4 percent and 9.7 percent,
respectively over the comparable prior year periods. This
7
<PAGE>
decrease was due in part to the exclusion of sales for the Company's European
folding carton operations which earlier this year were merged into a joint
venture and accordingly is now accounted for under the equity method of
accounting. Sales from these operations were approximately $48 million and $136
million for the third quarter and first nine months of 1992, respectively. Sales
for 1993 were approximately $60 million prior to the merger in May. Excluding
the effect of the joint venture, sales for the third quarter and first nine
months decreased 10.6 percent and 7.6 percent from the year ago periods
reflecting lower sales of paperboard, corrugated containers, kraft paper and
paper bags and sacks. The sales decreases for paperboard reflect both reduced
sales volume and lower average selling prices while the sales decreases for
kraft paper and paper bags and sacks were mainly attributable to lower sales
volume. Sales of corrugated containers for the third quarter and nine months
ended September 30, 1993, as compared to the prior year periods, decreased as
sales volume increases were offset by lower average selling prices, particularly
during the third quarter.
Shipments of corrugated containers, including the Company's proportional
share of the shipments by its foreign affiliates, were 13.6 billion square feet
in the third quarter of 1993, compared with 13.3 billion square feet for the
comparable prior year period. For the first nine months of 1993, the Company
shipped 39.8 billion square feet of corrugated containers, compared with 39.3
billion square feet shipped during the first nine months of 1992. Shipments of
paper bags and sacks were 156 thousand tons and 459 thousand tons for the three
and nine month periods ended September 30, 1993, respectively, compared with 177
thousand tons and 522 thousand tons shipped during the comparable 1992 periods.
Production of containerboard and kraft paper for the three and nine month
periods ended September 30, 1993, including 100 percent of the production at
Seminole Kraft Corporation ("Seminole") and Stone Savannah River Pulp & Paper
Corporation ("Stone Savannah River"), was 1.17 million tons and 3.58 million
tons, respectively, compared to 1.23 million tons and 3.75 million tons produced
during the comparable prior year periods.
Operating income for the paperboard and paper packaging segment decreased
70.8 percent and 49.0 percent for the three months and nine months ended
September 30, 1993, respectively, as compared to the corresponding 1992 periods.
The decreases were mainly attributable to reduced operating margins primarily
resulting from lower average selling prices for containerboard and corrugated
containers.
WHITE PAPER AND PULP:
Net sales for the third quarter and first nine months of 1993 for the white
paper and pulp segment decreased 24.1 percent and 11.2 percent, respectively,
from the prior year periods, primarily due to significant declines in sales of
market pulp. Additionally, decreases in newsprint sales, particularly during the
1993 third quarter, contributed to the lower sales. Partially offsetting the
sales decreases for market pulp and newsprint were increases for sales of
groundwood paper. The sales declines for market pulp were primarily attributable
to significantly lower average selling prices. Reduced sales volume during the
1993 periods also contributed to the lower market pulp sales. The decrease in
newsprint sales for the third quarter of 1993, as compared with the
corresponding prior year period, resulted primarily from reduced sales volume
and unfavorable foreign exchange translation effects attributable to the
stronger U.S. dollar, which more than offset the impact of higher average
selling prices. For the nine months ended September 30, 1993, sales of newsprint
decreased slightly from the year ago period as foreign exchange translation
effects more than offset the impact of higher average selling prices and a
slight volume increase. The 1993 sales increases for groundwood paper over the
comparable 1992 periods were primarily due to significant volume increases which
more than offset the effects of lower average selling prices.
Production of newsprint, market pulp and groundwood paper for the three and
nine months ended September 30, 1993, including 25 percent of the production at
the Company's affiliated market pulp mill in British Columbia, was 610 thousand
tons and 1.86 million tons, compared with 633 thousand tons and 1.79 million
tons produced during the comparable prior year periods.
Operating losses for the third quarter and first nine months of 1993 for the
white paper and pulp segment increased 59.6 percent and 74.3 percent,
respectively, from the previous year periods due to the reduced operating
margins primarily resulting from the significantly lower average selling prices
for market pulp. Lower average selling prices for groundwood paper also
contributed to the reduced earnings. While average selling prices for newsprint
8
<PAGE>
improved over the prior year periods and certain cost reductions have been
implemented, the margins associated with such improvements have only partially
offset the effects of the lower average selling prices for market pulp and
groundwood paper.
OTHER:
Net sales and operating income for the third quarter and first nine months
of 1993 increased over the comparable 1992 periods mainly as a result of
improved demand and a tighter supply of timber available to the U.S. building
industry. This resulted in increased sales volume and the realization of higher
average selling prices for certain of the Company's lumber and wood products.
Comparative Results of Operations
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
1992 1991 1990
------------------ ------------------ ------------------
PERCENT PERCENT PERCENT
OF NET OF NET OF NET
AMOUNT SALES AMOUNT SALES AMOUNT SALES
------- ------- ------- ------- ------- -------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Net sales..................... $5,521 100.0% $5,384 100.0% $5,756 100.0%
Cost of products sold......... 4,474 81.0 4,285 79.6 4,422 76.8
Selling, general and
administrative expenses...... 544 9.9 523 9.7 496 8.6
Depreciation and
amortization................. 334 6.0 278 5.1 257 4.5
Equity (income) loss from
affiliates................... 5 .1 (1) -- (7) (.1)
------- ------- ------- ------- ------- -------
Income from operations........ 164 3.0 299 5.6 588 10.2
Interest expense.............. (386) (7.0) (397) (7.4) (422) (7.3)
Other, net.................... (7) (.1) 80 1.5 22 .4
------- ------- ------- ------- ------- -------
Income (loss) before income
taxes and cumulative effect
of an accounting change...... (229) (4.1) (18) (.3) 188 3.3
Provision (credit) for income
taxes........................ (59) (1.0) 31 .6 93 1.6
------- ------- ------- ------- ------- -------
Income (loss) before
cumulative effect............ (170) (3.1) (49) (.9) 95 1.7
Cumulative effect of change in
accounting for income taxes.. (99) (1.8) -- -- -- --
------- ------- ------- ------- ------- -------
Net income (loss)............. $ (269) (4.9) $ (49) (.9) $ 95 1.7
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
</TABLE>
1992 COMPARED WITH 1991
Net sales for 1992 were $5.5 billion, an increase of 2.5% over 1991 net
sales of $5.4 billion. Net sales rose primarily as a result of increased sales
volume, most of which was offset by reduced average selling prices for certain
of the Company's products. In 1992, the Company incurred a loss before the
cumulative effect of a change in accounting for income taxes of $170 million, or
$2.49 per common share, compared to a net loss of $49 million, or $.78 per
common share, for 1991. The Company adopted SFAS 109 effective January 1, 1992
and recorded a one-time, non-cash cumulative effect charge of $99.5 million or
$1.40 per common share. All per share amounts have been adjusted to reflect a 2%
Common Stock dividend issued September 15, 1992. The increase in the loss before
the cumulative effect of a change in accounting for income taxes primarily
resulted from lower average selling prices for newsprint and groundwood paper in
1992 as compared with 1991. Additionally, continued low average selling prices
for the majority of the Company's other products contributed to the net loss for
1992.
The 1992 results include foreign currency transaction losses of $15.0
million and a $7.9 million pretax charge relating to the write-down of an
investment. The 1991 results included non-recurring pretax gains of $59.3
million and foreign currency transaction gains of $4.9 million. The Company
recorded an income tax benefit of $59.4 million in 1992 as compared with a $31.1
million income tax expense in 1991. This change primarily reflects the tax
effect associated with the increased pretax loss for 1992 over 1991 and the
adoption of SFAS 109 effective January 1, 1992. The Company's effective income
tax rates for both years reflect the impact of non-deductible depreciation and
amortization, together with taxes payable by certain foreign subsidiaries at
rates in excess of the U.S. statutory rate.
9
<PAGE>
Segment Data
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------
1992
------------------------ 1991 1990
INCOME ------------------------ ------------------------
(LOSS)
BEFORE
INCOME TAXES
AND
CUMULATIVE INCOME INCOME
EFFECT OF AN (LOSS) (LOSS)
ACCOUNTING BEFORE BEFORE
NET SALES CHANGE NET SALES INCOME TAXES NET SALES INCOME TAXES
--------- ------------ --------- ------------ --------- ------------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Paperboard and paper
packaging.................... $4,185.7 $ 322.1 $4,037.7 $ 355.8 $4,202.4 $ 494.6
White paper and pulp.......... 1,078.3 (87.0) 1,115.8 84.1 1,276.3 155.2
Other......................... 303.0 12.0 275.3 (6.0) 321.8 0.9
Intersegment.................. (46.3) -- (44.5) -- (44.6) --
--------- ------------ --------- ------------ --------- ------------
5,520.7 247.1 5,384.3 433.9 5,755.9 650.7
Interest expense.............. (386.1) (397.4) (421.7)
Foreign currency transaction
gains (losses)............... (15.0) 4.9 1.0
General corporate and
miscellaneous (net).......... (75.3) (59.4) (41.8)
--------- ------------ --------- ------------ --------- ------------
Total..................... $5,520.7 $ (229.3) $5,384.3 $ (18.0) $5,755.9 $ 188.2
--------- ------------ --------- ------------ --------- ------------
--------- ------------ --------- ------------ --------- ------------
</TABLE>
Segment and Product Line Sales Data
<TABLE>
<CAPTION>
NET SALES
---------------------------- PERCENTAGE CHANGE
-----------------------------------------------------------
YEAR ENDED DECEMBER 31,
1992 VS 1991 1991 VS 1990
---------------------------- ---------------------------- ----------------------------
1992 1991 1990 SALES REVENUE SALES VOLUME SALES REVENUE SALES VOLUME
-------- -------- -------- ------------- ------------ ------------- ------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
Paperboard and paper
packaging:
Corrugated containers....... $ 2,234 $ 2,094 $ 2,104 6.7% 4.1% (.5)% 3.6%
Paperboard and kraft
paper...................... 1,032 996 1,109 3.6 1.3 (10.2) (1.8)
Paper bags and sacks........ 634 677 723 (6.4) (6.3) (6.4) (7.0)
Folding cartons............. 178 166 150 7.2 .1 10.7 6.9
Other....................... 108 105 116 2.9 nm (9.5) nm
-------- -------- --------
Total paperboard and
paper packaging........ 4,186 4,038 4,202 3.7 nm (3.9) nm
-------- -------- --------
White paper and pulp:
Newsprint................... 538 660 741 (18.5) (2.5) (10.9) (8.7)
Market pulp................. 312 229 308 36.2 30.3 (25.6) (5.8)
Groundwood paper............ 219 227 227 (3.5) 9.8 -- (1.6)
Other....................... 9 -- -- nm nm -- --
-------- -------- --------
Total white paper and
pulp................... 1,078 1,116 1,276 (3.4) nm (12.5) nm
-------- -------- --------
Other....................... 303 275 322 10.2 nm (14.6) nm
Intersegment................ (46) (45) (44) 2.2 nm 2.3 nm
-------- -------- --------
Total net sales........... $ 5,521 $ 5,384 $ 5,756 2.5 nm (6.5) nm
-------- -------- --------
<FN>
- ------------------------------
nm = not meaningful
</TABLE>
PAPERBOARD AND PAPER PACKAGING:
The 1992 net sales for the paperboard and paper packaging segment increased
3.7% as sales increases for corrugated containers, paperboard and folding
cartons more than offset sales declines for kraft paper and paper bags and
sacks.
Net sales of corrugated containers increased 6.7% over 1991, primarily as a
result of increased sales volume. Additionally, slightly higher average selling
prices in 1992 contributed to this increase. However, such selling prices
continued to remain at unsatisfactory levels.
10
<PAGE>
Net sales of paperboard increased over 1991 mainly as a result of modestly
higher average selling prices. Such 1992 average paperboard selling prices were
still, however, at unsatisfactory levels. Slight volume increases also
contributed to the improved paperboard sales for 1992. Net sales of kraft paper
decreased 9.3% from 1991, primarily due to reduced sales volume.
Net sales of paper bags and sacks decreased from 1991 primarily due to lower
sales volume and a decrease in average selling prices for retail paper bags.
Operating income for the paperboard and paper packaging segment for 1992
decreased 9.5%, primarily as a result of the inclusion, in 1991, of a
non-recurring pretax gain of $17.5 million from an involuntary conversion
relating to a boiler explosion at the Company's Missoula, Montana linerboard
mill. Excluding this 1991 non-recurring item, 1992 operating income for this
segment would have decreased by 4.8%. This decrease is mainly attributable to
reduced operating margins resulting from continued low average selling prices
for the Company's paperboard and paper packaging products. See also "--
Financial Condition and Liquidity -- Outlook."
WHITE PAPER AND PULP:
The 1992 net sales for the white paper and pulp segment decreased 3.4%, as
significant sales decreases for newsprint more than offset a significant sales
increase for market pulp. Net sales for groundwood paper decreased slightly as
lower average selling prices more than offset volume increases for this product.
The significant decrease in newsprint sales resulted primarily from lower
average selling prices. Additionally, reduced volume associated with
market-related downtime contributed to the lower sales of newsprint. The
increase in 1992 market pulp sales mainly resulted from volume increases
associated with sales generated from the Stone Savannah River mill, which
commenced market pulp operations in the fourth quarter of 1991. Furthermore,
while market pulp selling prices declined significantly in the fourth quarter of
1992, the Company realized modestly higher average selling prices for this
product in 1992, as compared with the even more depressed average selling prices
of 1991.
Operating income for the white paper and pulp segment for 1992 decreased
significantly from 1991, primarily due to reduced operating margins resulting
from the significantly lower average selling prices for newsprint and groundwood
paper. The 1991 results included a non-recurring pretax gain of $41.8 million
resulting from the settlement and termination of a Canadian supply contract. See
also "-- Financial Condition and Liquidity -- Outlook."
OTHER:
Net sales and operating income for the other segment increased over 1991
mainly due to improved demand and a tighter supply of timber available to the
U.S. building industry. This resulted in increased sales volume and the
realization of higher average selling prices for certain of the Company's lumber
and wood products. However, shortages of timber due to environmental concerns in
the Pacific Northwest continue to keep raw material costs high.
1991 Compared with 1990
Net sales for 1991 were $5.4 billion, a decrease of 6.5% from a record $5.8
billion for 1990. The Company recorded a net loss for 1991 of $49 million, or
$.78 per common share, compared to net income of $95 million, or $1.56 per
common share for 1990. All per share amounts have been adjusted to reflect a 2%
Common Stock dividend issued September 15, 1992. Lower average selling prices
for most of the Company's products was the major factor contributing to the
sales decrease and the net loss for 1991. Additionally, reduced sales volume for
certain products had an unfavorable effect on 1991 net sales and results of
operations.
The 1991 results included a $41.8 million pretax gain resulting from the
settlement and termination of a Canadian supply contract and a $17.5 million
pretax gain from an involuntary conversion relating to a boiler explosion at the
Company's Missoula, Montana linerboard mill. Partially offsetting these gains
was a $6 million pretax charge for reorganization costs at the Company's
Canadian subsidiary and a $4 million write-down on certain de-commissioned
assets at the Company's Jacksonville, Florida mill. Also contributing to the
1991 net loss was a $31 million income tax provision, which resulted primarily
from non-deductible depreciation and amortization, together with taxes payable
by certain foreign subsidiaries at rates in excess of the U.S. statutory rate.
11
<PAGE>
PAPERBOARD AND PAPER PACKAGING:
The 1991 net sales for the paperboard and paper packaging segment decreased
3.9% as sales declines for paperboard, paper bags and sacks, kraft paper and
corrugated containers more than offset a sales increase for folding cartons.
Net sales of corrugated containers decreased slightly from 1990 as an
overall decrease in average selling prices of corrugated containers more than
offset sales volume increases.
Net sales of paper bags and sacks decreased primarily due to volume
decreases resulting from the effects of increased competition.
Net sales of paperboard and kraft paper decreased from 1990 primarily due to
lower average selling prices. Additionally, a reduction in sales volume
contributed to the sales decrease for these products.
Operating income for the paperboard and paper packaging segment decreased
28.1% from 1990 due primarily to reduced operating margins resulting from lower
average selling prices of linerboard and corrugating medium. Additionally,
average selling prices of most converted products declined. 1991 operating
income for this segment included the $17.5 million pretax gain from the
involuntary conversion relating to the boiler explosion at the Company's
Missoula, Montana linerboard mill and the $4 million write-down on certain
de-commissioned assets at the Company's Jacksonville, Florida mill. Operating
income for 1990 reflected a $5.3 million gain from the sale of timberlands.
WHITE PAPER AND PULP:
The 1991 net sales for the white paper and pulp segment decreased 12.5%,
primarily as a result of declines in newsprint and market pulp sales. The
decrease in newsprint sales resulted primarily from lower sales volume, which
was partially due to significant down-time taken by the Company in an effort to
improve the short-term balance of supply and demand. Lower average selling
prices also contributed to the decrease in newsprint sales. The decrease in
market pulp sales resulted mainly from significantly lower average selling
prices.
Operating income for the white paper and pulp segment for 1991 decreased
45.8% as compared with 1990, primarily due to reduced operating margins
resulting from the previously mentioned declines in average selling prices for
market pulp and newsprint. Operating income for this segment included the $41.8
million pretax gain resulting from the settlement and termination of a Canadian
supply contract and a $4.2 million pretax charge, which represents an allocation
of the previously mentioned $6 million provision for reorganization costs at the
Company's Canadian subsidiary.
OTHER:
Net sales and operating income for the other segment decreased from 1990,
mainly due to the general economic downturn in the U.S. building market during
1991, which resulted in less demand for the Company's U.S. lumber and wood
products. Additionally, environmental concerns in the Pacific Northwest kept raw
material costs high for this segment.
FINANCIAL CONDITION AND LIQUIDITY
The Company's working capital ratio was 1.1 to 1 at September 30, 1993 and
1.8 to 1 at December 31, 1992, as restated to reflect the adoption of SFAS 109.
The decrease was mainly due to an increase in current maturities of $573 million
which, in accordance with the terms of the respective debt instruments, are
payable on or before September 30, 1994. A significant portion of the increase
in current maturities was attributable to $271 million ($309 million at November
9, 1993) of borrowings outstanding under the revolving credit facilities which,
prior to the December 17, 1993 amendment to the U.S. Credit Agreement which
extended the expiration of such revolving credit facilities to March 1, 1997,
were originally scheduled to mature March 1, 1994. The Company's consolidated
long-term debt to total capitalization ratio was 74.3 percent at September 30,
1993 and 69.2 percent at December 31, 1992, as restated to reflect the adoption
of SFAS 109. Capitalization, for purposes of this ratio, includes long-term debt
(which includes debt of certain consolidated affiliates which is non-recourse to
the Company), deferred income taxes, redeemable preferred stock, minority
interest and stockholders' equity. The indebtedness ratio, as defined in the
Credit Agreement, was 79.6 percent at September 30, 1993.
The Company and Stone Canada have entered into bank credit agreements
(collectively, the "Credit Agreements") consisting of (i) two term-loan
facilities with outstanding borrowings in the aggregate of $1.11 billion as of
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September 30, 1993, (ii) an additional term loan (the "Additional Term Loan")
with outstanding borrowings at September 30, 1993 of $371 million and (iii) two
revolving credit facilities with aggregate commitments of $400 million (less
amounts outstanding, if any, under Canadian lines of credit) and total
outstanding borrowings thereunder of $271 million at September 30, 1993. The
Company is the borrower under one of the term loans, the Additional Term Loan
and one of the revolving credit facilities (collectively, the "U.S. Credit
Agreement") and Stone Canada is the borrower under the other term loan and
revolving credit facility. At September 30, 1993, the Company had unused
borrowing availability of $128 million under the revolving credit facilities. At
November 9, 1993, the Company had borrowing availability under its revolving
credit facilities of approximately $88 million. The term loans (other than the
Additional Term Loan) and the revolving credit facilities had weighted average
interest rates for the nine months ended September 30, 1993 of 8.37 percent and
5.62 percent, respectively. The weighted average interest rate on the Additional
Term Loan for the nine months ended September 30, 1993 was 6.30 percent.
In October 1993, the Company sold, prior to their expiration date, certain
of its U.S. dollar denominated cross currency swaps associated with the Credit
Agreement borrowings of Stone Canada. The net proceeds totalled approximately
$26 million, the substantial portion of which was used to repay borrowings under
the Company's revolving credit facilities, thereby restoring borrowing
availability thereunder.
On July 6, 1993 the Company sold $150 million principal amount of 12 5/8
percent Senior Notes due 1998 ("the 12 5/8 percent Senior Notes") and sold $250
million principal amount of 8 7/8 percent Convertible Senior Subordinated Notes
due 2000 ("the 8 7/8 percent Convertible Senior Subordinated Notes"). The net
proceeds of approximately $386 million from the sale of the 12 5/8 percent
Senior Notes and the concurrent sale of the 8 7/8 percent Convertible Senior
Subordinated Notes were used to repay borrowings under the Company's revolving
credit facilities, thereby restoring borrowing availability thereunder.
The Credit Agreements contain covenants that include, among other things,
requirements to maintain certain financial tests and ratios and certain
restrictions and limitations, including those on capital expenditures and
dividend payments. The Credit Agreements also contain cross default provisions
relating to the non-recourse debt of the consolidated affiliates. Additionally,
the Company's Credit Agreements limit the application of the proceeds from
certain financings and asset sales to amortization payments, except in specified
circumstances. See "Credit Agreements."
OPERATING ACTIVITIES:
Net cash used in operating activities was $115.6 million for the nine months
ended September 30, 1993 compared to net cash provided by operating activities
of $46.5 for the comparable period of 1992. The 1992 period included $43 million
of cash received from the settlement and termination of a Canadian supply
contract. Excluding the receipt of such cash, the Company's cash flow from
operations for the first nine months of 1993 decreased $119.1 million over the
prior year period. This decrease primarily resulted from the increase in the
1993 loss before the non-cash, cumulative effects of accounting changes as
compared with the prior year period along with decreases in accounts payable and
other current liabilities. These decreases in cash flow were partially offset by
favorable effects of changes in accounts and notes receivable and inventories.
FINANCING ACTIVITIES:
During the first nine months of 1993, outstanding borrowings under the
Company's revolving credit facilities increased approximately $14 million. The
net increase in borrowings takes into account the July 6, 1993 repayment of $386
million of revolving credit borrowings and subsequent reborrowing under the
credit facility. Such excess borrowings were primarily used to repay $110
million of the September 1993 bank term amortization and to provide cash for
operations and general corporate purposes.
On July 26, 1993, due to a restrictive provision in the indenture relating
to the Company's 10 3/4 percent Senior Subordinated Notes due June 15, 1997, its
11 percent Senior Subordinated Notes due August 15, 1999 and its 10 3/4 percent
Senior Subordinated Debentures due April 1, 2002, the Board of Directors did not
declare the scheduled August 15, 1993 quarterly dividend of .4375 per share on
the Series E Cumulative Convertible Exchangeable Preferred Stock (the "Series E
Cumulative Preferred Stock"), nor will it pay future dividends on the Series E
Cumulative Preferred Stock until the Company generates income, or effects
certain sales of capital stock, to replenish the dividend "pool" under various
of its debt instruments. As of September 30, 1993, accumulated dividends on the
Series E Cumulative Preferred Stock amounted to $2.0 million. In the event the
Company does not
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pay a dividend on the Series E Cumulative Preferred Stock for six quarters, the
Series E Cumulative Preferred Stock holders would have a right to elect two
members to the Company's Board of Directors until the full dividends accumulated
on such Series E Cumulative Preferred Stock have been declared and paid or set
apart for payment.
INVESTING ACTIVITIES:
Capital expenditures for the nine month period ended September 30, 1993,
(including capitalized interest of $8.1 million), totalled approximately $100.7
million, of which approximately $12.4 million was funded from existing project
financing facilities related to the major reconfiguration and paper machine
rebuild at Seminole.
Also during the nine months ended September 30, 1993, the Company purchased
an additional 6,152 shares of common stock of Stone Savannah River. The
Company's ownership in the common stock of Stone Savannah River is now 91.0
percent.
ENVIRONMENTAL ISSUES:
The Company's operations are subject to extensive environmental regulation
by federal, state and local authorities in the United States and regulatory
authorities with jurisdiction over its foreign operations. The Company has in
the past made significant capital expenditures to comply with water, air and
solid and hazardous waste regulations and expects to make significant
expenditures in the future. Capital expenditures for environmental control
equipment and facilities were approximately $24 million in 1992 and the Company
anticipates that 1993 and 1994 environmental capital expenditures will
approximate $44 million and $74 million, respectively. Although capital
expenditures for environmental control equipment and facilities and compliance
costs in future years will depend on legislative and technological developments
which cannot be predicted at this time, the Company anticipates that these costs
are likely to increase as environmental regulations become more stringent.
Environmental control expenditures include projects which, in addition to
meeting environmental concerns, yield certain benefits to the Company in the
form of increased capacity and production cost savings. In addition to capital
expenditures for environmental control equipment and facilities, other
expenditures incurred to maintain environmental regulatory compliance (including
any remediation) represent ongoing costs to the Company. Future environmental
regulations may have an unpredictable adverse effect on the Company's operations
and earnings, but they are not expected to adversely affect the Company's
competitive position.
ACCOUNTING STANDARDS CHANGES
In November 1992, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits" ("SFAS 112"), which requires accrual accounting for the
estimated costs of providing certain benefits to former or inactive employees
and the employees' beneficiaries and dependents after employment but before
retirement. SFAS 112 is required to be adopted no later than the first quarter
of 1994. Upon adoption of this standard, any catch-up obligation is to be
reported as a cumulative effect of an accounting change in the Statements of
Operations. While the effect of this standard has yet to be determined, it is
currently anticipated that SFAS 112 will not have a material impact upon the
Company's financial statements.
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<PAGE>
CREDIT AGREEMENTS
THE FOLLOWING IS SUMMARY OF THE PRINCIPAL TERMS AND CONDITIONS OF CERTAIN
BANK CREDIT AGREEMENTS OF THE COMPANY AND STONE CANADA AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE DEFINITIVE AGREEMENTS AND INSTRUMENTS GOVERNING
SUCH INDEBTEDNESS, COPIES OF WHICH CONSTITUTE EXHIBITS TO THE REGISTRATION
STATEMENT OF WHICH THIS PROSPECTUS IS A PART OR ARE EXHIBITS TO THE COMPANY'S
REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND ARE INCORPORATED
BY REFERENCE INTO THIS PROSPECTUS.
GENERAL
The Credit Agreements consist of (i) two term-loan facilities with
outstanding borrowings in the aggregate amount of $877.7 million as of December
21, 1993, (ii) an additional term loan (the "Additional Term Loan") (previously
a multiple-draw facility) with outstanding borrowings at December 21, 1993 of
$292.9 million and (iii) two revolving credit facilities with aggregate
commitments of $315.8 million (less amounts outstanding, if any, under Canadian
lines of credit). The Company is the borrower under one of the term loans, the
Additional Term Loan and one of the revolving credit facilities (collectively,
the "U.S. Credit Agreement") and Stone Canada is the borrower under the other
term loan and revolving credit facility. Proceeds of the Additional Term Loan
borrowings were used solely to repay regularly scheduled amortization of term
loans under the U.S. Credit Agreement. The term loans (other than the Additional
Term Loan) and the revolving credit facilities had weighted average interest
rates for the nine months ended September 30, 1993 of 8.37% and 5.62%,
respectively. The weighted average interest rate on the Additional Term Loan was
6.3% for the nine months ended September 30, 1993.
The Company as of September 30, 1993 also had $261.3 million of borrowings
outstanding with certain lenders pursuant to two receivables financing programs
permitted by the Credit Agreements.
Effective December 17, 1993, the Credit Agreements were amended and restated
(the "Third Restated Agreement"), with the unanimous consent of the bank group,
to, among other things, extend the maturity of the revolving credit facilities
until March 1, 1997 and reduce over a three year period the revolving loan
commitments, revise various financial covenants to provide greater flexibility
to the Company, increase interest rate margins, mortgage or pledge additional
collateral, permit the Company to retain 25 percent of the net proceeds from
future sales of equity securities, permit the Company to retain 50 percent
(maximum $100 million in the aggregate) of the net proceeds from any sale or
disposition of certain designated investments, and various other changes.
The Credit Agreements generally include terms, conditions, representations
and warranties, covenants, indemnities and events of default and other
provisions which are customary in such agreements. The following is a summary of
certain of the principal terms of the Credit Agreements, as restated.
MATURITIES AND MANDATORY PREPAYMENTS
The term loans under the Credit Agreements and the Additional Term Loan are
scheduled to be paid in installments due March 31 and September 30 of each year.
Each installment of $204.5 million is applied ratably to the aggregate principal
amount of the term loans, the Additional Term Loan, the aggregate commitment
amounts (in the case of the revolving credit facilities) and the aggregate
amount of net letter of credit obligations relating to a letter of credit
providing credit support for industrial revenue bonds issued by Florence County,
South Carolina. The amount applied to the net letter of credit obligations is
required to be used to fund a cash collateral account in favor of the banks
participating in the letter of credit.
A portion of the amortization payments required by the Credit Agreements
will be ratably applied to reduce outstanding borrowings under the revolving
credit facilities and permanently reduce the commitments thereunder. The
revolving credit facilities under the Credit Agreements terminate on March 1,
1997, unless extended by agreement of the lenders, at which time all outstanding
indebtedness under such revolving credit facilities would have to be repaid or
refinanced.
Mandatory prepayments under the Credit Agreements are required in the event
that the Company has excess cash flow (as defined in the Credit Agreements) or
receives proceeds from the issuance of certain debt or equity securities or from
the sale of certain material assets. By reason of an amendment contained in the
Third Restated Agreement, 75 percent of the net proceeds from the offering of
equity securities by the Company must be applied in
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chronological order to the next regularly scheduled amortization payments except
that the Additional Term Loan does not receive any amortization payments from
sales of equity securities. Twenty-five percent of the net proceeds of an equity
offering may be retained by the Company.
Through prepayments in 1993, the Company has satisfied its March and
September, 1994 amortization requirements under the Credit Agreements.
INTEREST RATES
The Credit Agreements permit the Company to choose among various interest
rate options, to specify the portion of the borrowings to be covered by specific
interest rate options and to specify the interest rate period to which the
interest rate options are to apply, subject to certain parameters. At December
17, 1993, the interest rate options available to the Company and Stone Canada
under term loan and revolving credit borrowings were (i) U.S. or Canadian prime
rate plus a borrowing margin of 2%, (ii) CD rate plus a borrowing margin of
3 1/8%, and (iii) Eurodollar rate plus a borrowing margin of 3%. In the case of
Stone Canada, there is also an option of selecting a banker's acceptance rate
plus a borrowing margin of 3%. Upon achievement of specified indebtedness ratios
and interest coverage ratios, the borrowing margins will be reduced.
Additionally, the Company pays a 3/8% commitment fee on the unused portions of
the revolving credit facilities.
The Company has also paid to the banks amendment fees of 100 basis points
calculated on the aggregate term loan and commitment amounts in connection with
the execution of the Third Restated Agreement.
HEDGING REQUIREMENTS
The Credit Agreements required that the Company hedge a portion of the U.S.
dollar-based borrowings to protect against increases in market interest rates.
At September 30, 1993, the Company was a party to an interest rate swap contract
related to $150 million of such borrowings. The effect of this contract is to
fix the interest rate at approximately 12.9% on $150 million. The swap is
scheduled to expire no later than March 22, 1994. Upon the expiration of this
contract, the interest rate on these borrowings will be the rates described
above unless a new hedging arrangement is entered into.
SECURITY
Loans under the Credit Agreements are secured by a mortgage on the Company's
mill in Florence, South Carolina, and a pledge of the stock of various
subsidiaries of the Company, including Stone Southwest, Inc. and Stone Mill
Operating Corporation. Stone Southwest, Inc. owns mills in Snowflake, Arizona
and Panama City, Florida, and Stone Mill Operating Corporation owns mills in
Coshocton, Ohio, Missoula, Montana, Ontonagon, Michigan, and York, Pennsylvania.
The Company has also pledged to the lenders all of the common stock of Stone
Financial Corporation and Stone Fin II Receivables Corporation and certain
subordinated notes payable to the Company. All of the stock of Stone Canada has
also been pledged to the lenders under the Credit Agreements. The Company has
guaranteed the obligations of Stone Canada as a borrower under the Credit
Agreements. The Company and its subsidiary, Stone Bag Corporation, have granted
mortgages and security interests on approximately 47 box or bag plants owned or
leased by the Company or Stone Bag Corporation in the United States, together
with all fixed assets located at such plants and have granted a security
interest in inventories owned by the Company and Stone Bag Corporation.
Pursuant to the Third Restated Agreement effective December 17, 1993, the
bank group obtained mortgages on the Uncasville, Connecticut mill owned by Stone
Connecticut Paperboard Corporation, the Coshocton, Ohio mill owned by Stone Mill
Operating Corporation and the Pontiac mill owned by Stone Canada. Stone Canada
also pledged 100% of the shares of Stone-Consolidated Corporation owned by Stone
Canada and executed a limited recourse guaranty of the Company's indebtedness
under the Credit Agreements. Stone Bag and Stone Connecticut have also executed
limited recourse guarantees of the Company's indebtedness under the Credit
Agreements. Certain other security interests were also granted to the bank
group.
COVENANTS
The Credit Agreements contain covenants that include, among other things,
requirements to maintain certain financial tests and ratios (including a minimum
current ratio, an indebtedness ratio, an EBITDA test, and a tangible
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<PAGE>
net worth test) and certain restrictions and limitations, including those on
capital expenditures, changes in control, payments of dividends, sales of
assets, lease payments, investments, additional borrowings, mergers and
purchases of stock and assets.
CONSOLIDATED TANGIBLE NET WORTH
The Third Restated Agreement requires that the Company have a consolidated
tangible net worth at the end of each calendar quarter, less certain excluded
investments, at least equal to the greater of 50% of (a) the consolidated
tangible net worth of the Company as of March 1, 1989 and (b) the highest
consolidated tangible net worth of the Company as of the end of any calendar
quarter ending after March 1, 1989.
EBITDA REQUIREMENT
The Third Restated Agreement requires that the Company have earnings before
interest, taxes, depreciation and amortization (as defined in the Third Restated
Agreement) equal to or greater than
<TABLE>
<S> <C>
For the quarter ended December 31, 1993.......................................... $50.0
For the two quarters ended March 31, 1994........................................ $145.0
For the three quarters ended June 30, 1994....................................... $240.0
For the four quarters ended September 30, 1994................................... $325.0
For the four quarters ended December 31, 1994.................................... $380.0
For the four quarters ended March 31, 1995....................................... $465.0
For the four quarters ended June 30, 1995........................................ $545.0
For the four quarters ended September 30, 1995................................... $640.0
For the four quarters ended December 31, 1995.................................... $700.0
For the four quarters ended March 31, 1996....................................... $745.0
For the four quarters ended June 30, 1996........................................ $790.0
For the four quarters ended September 30, 1996................................... $835.0
For the four quarters ended December 31, 1996 and each four quarter period
thereafter...................................................................... $880.0
</TABLE>
On December 29, 1993, the banks amended the Third Restated Agreement to
permit the earnings from the sale of the Company's interest in Empaques de
Carton Titan, S.A., a Mexican corrugated container company, to be counted for
purposes of satisfying the minimum EBITDA requirement solely for the quarter
ended December 31, 1993.
INDEBTEDNESS RATIO
The Company is currently required to have an indebtedness ratio (ratio of
total consolidated indebtedness to consolidated tangible net worth plus total
consolidated indebtedness, as such terms are defined in the Credit Agreements)
not exceeding (i) 81% at the end of each calendar month ending on or after
September 30, 1993 and ending prior to December 31, 1993; (ii) 81.5% at the end
of each calendar month ending on or after December 31, 1993 and ending prior to
March 31, 1995; (iii) 81.0% at the end of each calendar month ending on and
after March 31, 1995 and ending prior to June 30, 1995; (iv) 80.0% at the end of
each calendar month ending on and after June 30, 1995 and ending prior to
September 30, 1995; (v) 79.0% at the end of each calendar month ending on or
after September 30, 1995 and ending prior to December 31, 1995; (vi) 78.0% at
the end of each calendar month ending on or after December 31, 1995 and ending
prior to March 31, 1996; (vii) 76.0% at the end of each calendar month ending on
and after March 31, 1996 and ending prior to June 30, 1996; (viii) 74.0% at the
end of each calendar month ending on or after June 30, 1996 and ending prior to
September 30, 1996; (ix) 72.0% at the end of each calendar month ending on or
after September 30, 1996 and ending prior to December 31, 1996; and (x) 68% at
the end of each calendar month ending on or after December 31, 1996.
At September 30, 1993, the Company's actual indebtedness ratio (as defined)
was 79.6%.
RESTRICTIONS ON INVESTMENTS IN SUBSIDIARIES AND GUARANTEES; CROSS-DEFAULTS
The U.S. Credit Agreement contains prohibitions on investments in Stone
Venepal (Celgar) Pulp, Inc., a Canadian federal corporation, and the Company's
subsidiary, Stone-Consolidated Corporation. The Credit Agreements also restrict
further investments in two of the Company's subsidiaries, Seminole Kraft
Corporation and Stone Savannah River Pulp & Paper Corporation. The Company is
also not permitted to guarantee the indebtedness of Stone-Consolidated
Corporation and there are restrictions on other guarantees. There are also
restrictions on
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transactions with affiliates which are wholly-owned subsidiaries. Any event of
default or default with respect to a Subsidiary's indebtedness for money
borrowed having an aggregate principal amount of $10 million or more constitutes
an event of default under the Credit Agreements.
RESTRICTIONS ON DIVIDENDS
The U.S. Credit Agreement provides that the Company's dividend payments,
distributions or purchases of any class of capital stock of the Company and its
subsidiaries cannot exceed the sum of $50 million plus (i) 50% of the
consolidated net income (as defined by the Credit Agreements) of the Company
from April 1, 1991 to the date of payment of such dividends, minus (ii) 100% of
the consolidated net loss (as defined by the Credit Agreements) of the Company
from April 1, 1991 to the date of payment of such dividend plus (iii) 50% of any
net cash proceeds from sales of Common Stock or certain preferred stock of the
Company from April 1, 1991 to the date of payment of such dividends. The Credit
Agreements also provide that, with respect to the first cash dividend to be
declared after September 1, 1992, such declaration cannot be made unless the
unused portion of the revolving credit facilities (net of any unused portion
required to be reserved for capital expenditures only) is at least equal to $96
million plus the amount of such cash dividend.
At September 30, 1993, the dividend pool under the U.S. Credit Agreement had
a deficit of approximately $334.1 million. The dividend pool will be further
reduced by 100% of the consolidated net loss of the Company that will be
reported for the fourth quarter of 1993. The dividend pool will be increased by
50% of any net cash proceeds from the sale of Common Stock or certain preferred
stock of the Company.
In addition, the indentures relating to the Debt Securities and indentures
relating to the Company's outstanding senior subordinated indebtedness and the
13 5/8% Subordinated Notes due 1995 also restrict the payment of dividends and
distributions. See "Description of Debt Securities -- Particular Terms of the
Senior Debt Securities -- Certain Covenants -- Dividend Restrictions" and "--
Additional Terms of the Senior Subordinated Debt Securities -- Dividend
Restrictions."
RESTRICTIONS ON INCURRENCE OF INDEBTEDNESS
The Credit Agreements restrict the incurrence of additional indebtedness,
subject to certain exceptions. The U.S. Credit Agreement permits the Company to
undertake accounts receivable securitization financings of up to $500 million,
the initial net proceeds of which are required to be used to reduce outstanding
term loans. The Company has instituted two accounts receivable securitization
financings of $365 million of which balances of $261.3 million were outstanding
as of September 30, 1993. The Company may incur an additional $135 million in
securitization financings under the Credit Agreements although no new program is
currently contemplated.
In addition, the Company's indentures relating to the Debt Securities also
restricts the incurrence of additional indebtedness, subject to certain
exceptions. See "Description of Debt Securities -- Particular Terms of the
Senior Debt Securities -- Certain Covenants -- Limitation on Future Incurrence
of Indebtedness."
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<PAGE>
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions of
the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement and
the extent, if any, to which such general provisions may apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating to
such Debt Securities.
The Debt Securities may be issued from time to time in one or more series
and will constitute either Senior Debt Securities, Senior Subordinated Debt
Securities or Subordinated Debt Securities. Senior Debt Securities will be
issued under an Indenture dated as of November 1, 1991, as supplemented by the
First Supplemental Indenture dated as of June 23, 1993 (the "Senior Debt
Securities Indenture"), between the Company and The Bank of New York, as trustee
(the "Senior Debt Securities Trustee"). The Senior Subordinated Debt Securities
will be issued under an Indenture (the "Senior Subordinated Debt Securities
Indenture") to be entered into by the Company and Norwest Bank Minnesota,
National Association, as Trustee (the "Senior Subordinated Debt Securities
Trustee"). The Subordinated Debt Securities will be issued under an Indenture
(the "Subordinated Debt Securities Indenture") dated as of March 15, 1992
between the Company and The Bank of New York, as trustee (the "Subordinated Debt
Securities Trustee"). The Senior Debt Securities Indenture, the Senior
Subordinated Debt Securities Indenture and the Subordinated Debt Securities
Indenture are referred to herein individually as an "Indenture" and,
collectively, as the "Indentures," and the Senior Debt Securities Trustee, the
Senior Subordinated Debt Securities Trustee and the Subordinated Debt Securities
Trustee are referred to herein individually as to the "Trustee" and collectively
as the "Trustees." A copy of each Indenture is filed or incorporated by
reference as an exhibit to the Registration Statement.
The following summaries of certain provisions of the Debt Securities and the
Indentures do not purport to be complete and are subject to, and are qualified
in their entirety by express reference to, all the provisions of the Indentures,
including the definitions therein of certain terms. Certain capitalized terms
herein are defined in the Indentures.
GENERAL
The Debt Securities will be unsecured obligations of the Company.
The Indentures do not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and provide that Debt Securities may
be issued thereunder from time to time in one or more series.
Reference is made to the Prospectus Supplement relating to the Debt
Securities being offered (the "Offered Debt Securities") for, among other
things, the following terms thereof: (1) the title of the Offered Debt
Securities; (2) the aggregate principal amount of the Offered Debt Securities;
(3) the date or dates on which the Offered Debt Securities will mature; (4) the
rate or rates (which may be fixed or variable) per annum at which the Offered
Debt Securities will bear interest and the date from which such interest will
accrue; (5) the dates on which such interest will be payable and the Regular
Record Dates for such Interest Payment Dates; (6) the dates, if any, on which,
and the price or prices at which, the Offered Debt Securities may, pursuant to
any mandatory or optional sinking fund provisions, be redeemed by the Company
and other detailed terms and provisions of such sinking funds; (7) the terms and
conditions, if any, pursuant to which the Offered Debt Securities are
convertible into Common Stock; and (8) the date, if any, after which, and the
price or prices at which, the Offered Debt Securities may, pursuant to any
optional redemption provisions, be redeemed at the option of the Company or of
the Holder thereof and other detailed terms and provisions of such optional
redemption. For a description of the terms of the Offered Debt Securities,
reference must be made to both the Prospectus Supplement relating thereto and to
the description of Debt Securities set forth herein.
Debt Securities which are convertible into Common Stock may only be issued
under the Senior Subordinated Debt Securities Indenture.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the principal of, and any premium or interest on, the Offered Debt Securities
will be payable, and the Offered Debt Securities will be exchangeable and
transfers thereof will be registrable, at the Place of Payment, provided that,
at the option of the Company, payment of interest may be made by check mailed to
the address of the person entitled thereto as it appears in the Security
Register.
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Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Offered Debt Securities will be issued in United States dollars in fully
registered form, without coupons, in denominations of $1,000 or any integral
multiple thereof. No service charge will be made for any transfer or exchange of
the Offered Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
RANKING
The Senior Debt Securities will rank PARI PASSU in right of payment with all
other Senior Indebtedness (as defined) of the Company. The Senior Subordinated
Debt Securities will (i) be subordinate in right of payment to all existing and
future Senior Indebtedness of the Company, (ii) be senior in right of payment to
all existing and future Junior Subordinated Indebtedness (as defined) and (iii)
rank PARI PASSU in right of payment with all existing and future Senior
Subordinated Indebtedness (as defined). The Subordinated Debt Securities will
(i) be subordinate in right of payment to all existing and future Senior
Indebtedness and Senior Subordinated Indebtedness and (ii) rank PARI PASSU upon
liquidation with all existing and future Junior Subordinated Indebtedness.
A substantial portion of the Company's assets currently secure the
borrowings outstanding under the Credit Agreements, which are a component of
Senior Indebtedness. At July 29, 1993, the Company, together with Stone Canada,
had $1.601 billion of term-loan borrowings outstanding under the Credit
Agreements plus approximately $101 million in borrowings outstanding under the
revolving credit facilities available under the Credit Agreements.
The Debt Securities are obligations exclusively of the Company. Because the
operations of the Company are currently conducted primarily by subsidiaries, the
Company's cash flow and consequent ability to service debt, including the Debt
Securities, are dependent, in part, upon the earnings of its subsidiaries and
the distribution of those earnings or upon loans or other payments of funds by
those subsidiaries to the Company. The subsidiaries of the Company are separate
and distinct legal entities and have no obligation, contingent or otherwise, to
pay any amount due pursuant to the Debt Securities or to make any funds
available therefor, whether by dividends, loans or other payments. In addition,
the payment of dividends and the making of loans and advances to the Company by
its subsidiaries may be subject to statutory or contractual restrictions (as
well as potential foreign tax withholding under certain circumstances), are
contingent upon the earnings of those subsidiaries and are subject to various
business considerations.
Any right of the Company to receive assets of any of its subsidiaries upon
their liquidation or reorganization (and the consequent right of the Holders to
participate in the distribution of or proceeds from those assets) will be
effectively subordinated to the claims of such subsidiary's creditors (including
trade creditors and holders of debt issued by such subsidiary), except to the
extent that the Company is itself recognized as a creditor of such subsidiary,
in which case the claims of the Company would still be subordinate to any
security interests in the assets of such subsidiary and any indebtedness of such
subsidiary senior to that held by the Company. The 12 1/8% Subordinated
Debentures due September 15, 2001 of Stone Southwest, Inc., a significant
wholly-owned Subsidiary of the Company, have been guaranteed on a subordinated
basis by the Company. At September 30, 1993, approximately $92.1 million
principal amount of such 12 1/8% Subordinated Debentures due September 15, 2001
was outstanding.
BOOK-ENTRY DEBT SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a Depositary ("Depositary") or its nominee identified in the applicable
Prospectus Supplement. In such a case, one or more Global Securities will be
issued in a denomination or aggregate denomination equal to the portion of the
aggregate principal amount of outstanding Debt Securities of the series to be
represented by such Global Security or Global Securities. Unless and until it is
exchanged in whole or in part for Debt Securities in registered form, a Global
Security may not be registered for transfer or exchange except as a whole by the
Depositary for such Global Security to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any nominee to a successor Depositary or a
nominee of such successor Depositary and except in the circumstances described
in the applicable Prospectus Supplement.
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The specific terms of the depositary arrangement with respect to any portion
of a series of Debt Securities to be represented by a Global Security will be
described in the applicable Prospectus Supplement. The Company expects that the
following provisions will apply to depositary arrangements.
Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities which are to be represented by a Global Security to be deposited with
or on behalf of a Depositary will be represented by a Global Security registered
in the name of such Depositary or its nominee. Upon the issuance of such Global
Security, and the deposit of such Global Security with or on behalf of the
Depositary for such Global Security, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Debt Securities represented by such Global Security to the accounts of
institutions that have accounts with such Depositary or its nominee
("participants"). The accounts to be credited will be designated by the
underwriters or agents of such Debt Securities or, if such Debt Securities are
offered and sold directly by the Company, by the Company. Ownership of
beneficial interests in such Global Security will be limited to participants or
Persons that may hold interests through participants. Ownership of beneficial
interests by participants in such Global Security will be shown on, and the
transfer of that ownership interest will be effected only through, records
maintained by the Depositary or its nominee for such Global Security. Ownership
of beneficial interests in such Global Security by Persons that hold through
participants will be shown on, and the transfer of that ownership interest
within such participant will be effected only through, records maintained by
such participant. The laws of some jurisdictions require that certain purchasers
of securities take physical delivery of such securities in certificated form.
The foregoing limitations and such laws may impair the ability to transfer
beneficial interests in such Global Securities.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or Holder of the Securities
represented by such Global Security for all purposes under the applicable
Indenture. Unless otherwise specified in the applicable Prospectus Supplement,
owners of beneficial interests in such Global Security will not be entitled to
have Debt Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of Debt Securities of such series in certificated form and will not be
considered the Holders thereof for any purposes under the applicable Indenture.
Accordingly, each Person owning a beneficial interest in such Global Security
must rely on the procedures of the Depositary and, if such Person is not a
participant, on the procedures of the participant through which such Person owns
its interest, to exercise any rights of a Holder under the applicable Indenture.
The Company understands that under existing industry practices, if the Company
requests any action of Holders or an owner of a beneficial interest in such
Global Security desires to give any notice or take any action a Holder is
entitled to give or take under the applicable Indenture, the Depositary would
authorize the participants to give such notice or take such action, and
participants would authorize beneficial owners owning through such participants
to give such notice or take such action or would otherwise act upon the
instructions of beneficial owners owning through them.
Principal of and any premium and interest on a Global Security will be
payable in the manner described in the applicable Prospectus Supplement.
PARTICULAR TERMS OF THE SENIOR DEBT SECURITIES
The following description of the Senior Debt Securities sets forth certain
general terms and provisions of the Senior Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Senior Debt
Securities offered by any Prospectus Supplement and the extent, if any, to which
such general provisions may apply to the Senior Debt Securities so offered will
be described in the Prospectus Supplement relating to such Senior Debt
Securities.
CERTAIN COVENANTS
MAINTENANCE OF SUBORDINATED CAPITAL BASE
The Senior Debt Securities Indenture provides that, subject to the exception
described in the third following paragraph, in the event that the Company's
Subordinated Capital Base is less than $1 billion (the "Minimum Subordinated
Capital Base") as at the end of each of any two consecutive fiscal quarters (the
last day of the second such fiscal quarter, a "Deficiency Date"), then, with
respect to Senior Debt Securities of each series, the Company shall, no later
than 60 days after the Deficiency Date (105 days if a Deficiency Date is also
the end of the Company's
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fiscal year), make an offer to all Holders of Senior Debt Securities of each
such series to purchase (a "Deficiency Offer") 10% of the principal amount of
Senior Debt Securities of each such series originally issued, or such lesser
amount as may be Outstanding at the time such Deficiency Offer is made (the
"Deficiency Offer Amount"), at a purchase price equal to 100% of principal
amount, plus accrued and unpaid interest to the Deficiency Payment Date (as
defined below). Thereafter, semiannually the Company shall make like Deficiency
Offers for the then applicable Deficiency Offer Amount of Senior Debt Securities
of each such series until the Company's Subordinated Capital Base as at the end
of any subsequent fiscal quarter shall be equal to or greater than the Minimum
Subordinated Capital Base. Notwithstanding the foregoing, after any specified
Deficiency Date, the last day of any subsequent fiscal quarter shall not
constitute a Deficiency Date (giving rise to an additional obligation under the
first sentence of this paragraph) unless the Company's Subordinated Capital Base
was equal to or greater than the Minimum Subordinated Capital Base as at the end
of a fiscal quarter that followed such specified Deficiency Date and preceded
such subsequent quarter.
Within 60 days (105 days if the Deficiency Date is also the end of the
Company's fiscal year) following a Deficiency Date, the Company shall mail a
notice to each Holder of Senior Debt Securities of the applicable series in
respect of the Deficiency Offer (which notice shall contain all instructions and
materials necessary to enable such Holders to tender Senior Debt Securities).
Senior Debt Securities tendered pursuant to a Deficiency Offer will be accepted
for payment, in amounts as set forth below, on the date which shall be 20
Business Days from the date such notice is mailed or, if acceptance for payment
and payment is not then lawful, on the earliest subsequent Business Day on which
acceptance for payment and payment is then lawful (a "Deficiency Payment Date").
On a Deficiency Payment Date, the Company shall accept for payment Senior
Debt Securities of each applicable series or portions thereof tendered pursuant
to the Deficiency Offer in an aggregate principal amount equal to the Deficiency
Offer Amount or such lesser principal amount of such Senior Debt Securities as
shall have been tendered, and deposit with the Paying Agent money sufficient to
pay the purchase price of all such Senior Debt Securities or portions thereof so
accepted. If the aggregate principal amount of such Senior Debt Securities
tendered exceeds the Deficiency Offer Amount, the Company shall select the
Senior Debt Securities to be purchased on a pro rata basis to the nearest $1,000
of principal amount. The Paying Agent shall promptly mail or deliver to Holders
of Senior Debt Securities so accepted payment in amounts equal to the purchase
prices therefor, and the Company shall execute and the Trustee shall promptly
authenticate and mail or make available for delivery to such Holders new Senior
Debt Securities of the same series as, and equal in principal amounts to, any
unpurchased portion of the Senior Debt Securities surrendered. The Company will
publicly announce the results of the Deficiency Offer.
Notwithstanding the foregoing, in the event that (1) the making of a
Deficiency Offer by the Company or (2) the purchase of Senior Debt Securities by
the Company in respect of a Deficiency Offer would constitute a default (with
the giving of notice, the passage of time or both) with respect to any Specified
Bank Debt at the time outstanding in an aggregate principal amount greater than
$25 million, then, in lieu of the making of a Deficiency Offer in the
circumstances set forth above, (i) the interest rate on the Senior Debt
Securities of each applicable series shall be reset as of the first day of the
second fiscal quarter following the Deficiency Date (the "Reset Date") to a rate
per annum (the "Reset Rate") equal to the greater of (x) the initial interest
rate as set forth on the face of the Senior Debt Security (the "Initial Interest
Rate") and (y) the sum of (A) the basis points specified in the applicable Board
Resolution or supplemental indenture for purposes of this reset provision and
(B) the highest of the treasury rates specified in the applicable Board
Resolution or supplemental indenture for purposes of this reset provision, (ii)
on the first Interest Payment Date following the Reset Date, the interest rate
on the Senior Debt Securities of each such series, as reset on the Reset Date,
shall increase by 50 basis points, and (iii) the interest rate on the Senior
Debt Securities of each such series shall further increase by an additional 50
basis points on each succeeding Interest Payment Date. Notwithstanding the
foregoing, in no event shall the interest rate on the Senior Debt Securities of
any such series at any time exceed the Initial Interest Rate by more than 200
basis points. If the Company's Subordinated Capital Base falls below $1 billion,
the Company would be in default of certain covenants in the Credit Agreements as
in effect on the date hereof.
Once the interest rate on the Senior Debt Securities of any series has been
reset as set forth above, if the Company's Subordinated Capital Base is equal to
or greater than the Minimum Subordinated Capital Base as of the last day of any
fiscal quarter subsequent to the Deficiency Date, interest on the Senior Debt
Securities of each such
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series shall return to the Initial Interest Rate effective as of the first day
of the second following fiscal quarter; PROVIDED, HOWEVER, that the interest
rate on the Senior Debt Securities of each such series shall again be adjusted
as set forth above if the Company's Subordinated Capital Base shall thereafter
be less than the Minimum Subordinated Capital Base as at the last day of each of
any two consecutive subsequent fiscal quarters and if the making of a Deficiency
Offer or the purchase of Senior Debt Securities by the Company in respect of a
Deficiency Offer would, at such time, constitute a default (with the giving of
notice, passage of time or both) with respect to any Specified Bank Debt at the
time outstanding in an aggregate principal amount greater than $25 million.
The Company shall notify the Trustee of the Reset Rate not later than two
Business Days after the Reset Date in the circumstances set forth in the second
preceding paragraph. Not later than five Business Days after the Trustee has
received such notice from the Company, the Trustee shall mail to each Holder of
Senior Debt Securities of the applicable series such notice setting forth the
Reset Rate. The Company shall notify the Trustee and the Holders of such Senior
Debt Securities promptly when the interest rate on such Debt Securities returns
to the Initial Interest Rate as set forth above.
With respect to any Deficiency Offer, the Company intends to comply with the
requirements of Section 14(e) and Rule 14e-1 under the Exchange Act, if then
applicable.
LIMITATION ON FUTURE INCURRENCE OF INDEBTEDNESS
The Senior Debt Securities Indenture provides that the Company will not, and
will not permit any Restricted Subsidiary to, incur, create, assume, guarantee
or in any other manner become directly or indirectly liable with respect to or
responsible for the payment of, any Indebtedness, except: (1) Permitted
Indebtedness; and (2) Indebtedness of the Company if at the time thereof and
after giving effect thereto the Consolidated Interest Coverage Ratio of the
Company, on a pro forma basis for the four most recent quarters, taken as a
whole (giving effect to (i) such Indebtedness and (ii) the effect on the
Consolidated Cash Flow Available for Fixed Charges of the Company for the then
four most recent full fiscal quarters, taken as a whole, as a result of any
acquisition of a Person acquired by the Company or any Restricted Subsidiary
with the proceeds of such Indebtedness), would be greater than 1.75 to 1.
Without limiting the foregoing, the Company shall not, and shall not permit any
Restricted Subsidiary to, guarantee, or in any other manner become directly or
indirectly liable with respect to or responsible for the payment of,
Indebtedness of any Unrestricted Subsidiary in an amount greater than, for all
guaranties and undertakings of responsibility by the Company and its Restricted
Subsidiaries, 20% of the aggregate amount of Indebtedness of such Unrestricted
Subsidiary.
DIVIDEND RESTRICTIONS
The Senior Debt Securities Indenture provides that the Company will not, and
will not permit any Subsidiary of the Company to, directly or indirectly, (1)
declare or pay any dividend or make any distribution, in cash or otherwise, in
respect of any shares of Capital Stock of the Company or to the holders of
Capital Stock of the Company as such (other than dividends or distributions
payable in shares of Capital Stock of the Company, other than Redeemable Stock)
or (2) purchase, redeem or otherwise acquire or retire for value any of the
Capital Stock of the Company or options, warrants or other rights to acquire any
such Capital Stock, other than acquisitions of Capital Stock or such options,
warrants or other rights by any Subsidiary of the Company from the Company (any
such transaction included in clause (1) or (2), a "Restricted Payment") if (i)
at the time of such Restricted Payment and after giving effect thereto, (a) an
Event of Default shall have occurred and be continuing with respect to any
series of the Senior Debt Securities or (b) the Consolidated Net Worth of the
Company shall be less than $750 million; or if (ii) after giving effect to such
Restricted Payment, the aggregate amount expended subsequent to the date of the
Senior Debt Securities Indenture for all such Restricted Payments (the amount of
any Restricted Payment, if other than cash, to be the fair market value of such
payment as determined by the Board of Directors of the Company, whose reasonable
determination shall be conclusive and evidenced by a Board Resolution) exceed
the algebraic sum of (w) a number calculated as follows: (A) if the aggregate
Consolidated Net Income of the Company earned on a cumulative basis during the
period subsequent to September 30, 1991 through the end of the last fiscal
quarter that is prior to the declaration of any such dividend or distribution or
the giving of notice of such purchase, redemption or other acquisition or
retirement and for which such financial information is then available, is a
positive number, then 100% of such positive number, and (B) if the aggregate
Consolidated Net Income of the Company earned on a cumulative basis during the
period subsequent to September 30, 1991 through the end of the last fiscal
quarter that
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is prior to the declaration of any such dividend or distribution or the giving
of notice of such purchase, redemption or other acquisition or retirement and
for which such financial information is then available, is a negative number,
then 100% of such negative number, (x) the aggregate net cash proceeds received
by the Company from the issuance and sale, other than to a Subsidiary of the
Company, subsequent to the date of the Senior Debt Securities Indenture, of
Capital Stock (including Capital Stock issued upon the conversion of, or in
exchange for, securities other than Capital Stock and options, warrants or other
rights to acquire Capital Stock, but excluding Redeemable Stock, (y) the
aggregate net cash proceeds received by the Company from the issuance and sale,
other than to a Subsidiary of the Company, of Indebtedness of the Company that
is converted into Capital Stock of the Company subsequent to the date of the
Senior Debt Securities Indenture, and (z) $300 million; PROVIDED, HOWEVER, that
the retirement of any shares of the Company's Capital Stock by exchange for, or
out of the proceeds of the substantially concurrent sale of, other shares of
Capital Stock of the Company other than Redeemable Stock shall not constitute a
Restricted Payment. If all of the conditions to the declaration of a dividend or
distribution that are described above are satisfied at the time such dividend or
distribution is declared, then such dividend or distribution may be paid or made
within sixty days after such declaration even if the payment of such dividend,
the making of such distribution or the declaration thereof would not have been
permitted at any time after such declaration.
LIMITATION ON FUTURE LIENS AND GUARANTIES
Pursuant to the terms of the Senior Debt Securities Indenture, if the
Company or any Subsidiary shall create, incur, assume or suffer to exist any
Lien upon any of the assets of the Company or a Subsidiary of the Company
(whether such assets are owned at the date of the Senior Debt Securities
Indenture or thereafter acquired) as a security for (1) any Indebtedness or
other obligation (whether unconditional or contingent) of the Company that ranks
PARI PASSU with the Senior Debt Securities or any Indebtedness or other
obligation (whether unconditional or contingent) of a Subsidiary of the Company,
the Company will secure or will cause such Subsidiary to guarantee and secure
the Outstanding Senior Debt Securities equally and ratably with (or, at the
option of the Company, prior to) such Indebtedness or other obligation, so long
as such Indebtedness or other obligation shall be so secured, or (2) any
Subordinated Indebtedness, the Company will secure the Outstanding Senior Debt
Securities prior to such Subordinated Indebtedness, so long as such Subordinated
Indebtedness shall be so secured; PROVIDED, HOWEVER, that this covenant does not
apply in the case of Permitted Liens or Liens granted by any Unrestricted
Subsidiary to secure Indebtedness or other obligations of itself or of any
Person other than the Company and its Restricted Subsidiaries.
In addition, pursuant to the terms of the Senior Debt Securities Indenture,
the Company will not guarantee the Indebtedness of any Subsidiary and will not
permit any Subsidiary (including Stone Savannah River Pulp & Paper Corporation
and Seminole Kraft Corporation) to guarantee (i) any Indebtedness of the Company
that ranks PARI PASSU with the Senior Debt Securities, (ii) any Indebtedness of
a Subsidiary of the Company or (iii) any Subordinated Indebtedness; PROVIDED,
HOWEVER, that this paragraph does not apply to (1) any guaranty by a Subsidiary
if such Subsidiary also guarantees the Senior Debt Securities on a PARI PASSU
basis with respect to guaranties of Indebtedness described in clauses (i) and
(ii) and on a senior basis with respect to guaranties of Indebtedness described
in clause (iii); (2) any guaranty existing on the date of the Senior Debt
Securities Indenture or any extension or renewal of such guaranty to the extent
such extension or renewal is for the same or a lesser amount; (3) any guaranty
which constitutes Indebtedness permitted by clause (v) or (vi) of the definition
of Permitted Indebtedness granted by a Person permitted to incur such
Indebtedness; (4) any guaranty by the Company of Indebtedness of a Restricted
Subsidiary, PROVIDED that (A) incurrence of such Indebtedness of the Restricted
Subsidiary is not prohibited by the Senior Debt Securities Indenture and (B) (x)
such guaranty constitutes Indebtedness of the Company incurred as Permitted
Indebtedness pursuant to clause (vii) or (viii) of the definition of Permitted
Indebtedness (it being understood that, for purposes of determining Permitted
Indebtedness, any such guaranty shall be deemed to constitute Indebtedness
separate from, and, in addition to, Indebtedness of a Restricted Subsidiary
which is so guaranteed) or (y) immediately prior to and (on a pro forma basis)
after granting such guaranty, the Company would be permitted to incur an
additional dollar of Indebtedness (not constituting Permitted Indebtedness)
under the restrictions described in "Limitation on Future Incurrence of
Indebtedness" above; (5) any guaranty by an Unrestricted Subsidiary of
Indebtedness or other obligations of any Person other than the Company and its
Restricted Subsidiaries; (6) any guaranty by the Company or any Subsidiary
(including Stone Savannah River Pulp & Paper Corporation and Seminole Kraft
Corporation) of Indebtedness or other
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obligations constituting Indebtedness permitted by clause (i)(a) of the
definition of Permitted Indebtedness in a principal amount not exceeding the
principal amount outstanding or committed under the Credit Agreements (including
any letter of credit facility, but without duplication with respect to
commitments for loans the use of proceeds of which is restricted to repayment of
other Indebtedness under the Credit Agreements) as of the date of the Senior
Debt Securities Indenture, plus $250 million and less the proceeds from the sale
of all Senior Debt Securities issued from time to time that are applied to repay
Indebtedness under the Credit Agreements); (7) any guaranty by the Company of
Indebtedness of any Restricted Subsidiary outstanding on the date of the Senior
Debt Securities Indenture which is not subordinated to any Indebtedness of such
Restricted Subsidiary, and any renewal extension or refinancing of such
Indebtedness permitted by the Senior Debt Securities Indenture; (8) any guaranty
by the Company of Indebtedness of any Restricted Subsidiary that is organized
under the laws of a jurisdiction other than the United States or any subdivision
thereof, PROVIDED that the incurrence of such Indebtedness of such Restricted
Subsidiary is not prohibited by the Senior Debt Securities Indenture; (9) any
guaranty by a Restricted Subsidiary that is organized under the laws of a
jurisdiction other than the United States or any subdivision thereof of the
Indebtedness of any of its Subsidiaries that is a Restricted Subsidiary and that
is organized under the laws of a jurisdiction other than the United States or
any subdivision thereof, PROVIDED that incurrence of such Indebtedness of such
Restricted Subsidiary is not prohibited by the Senior Debt Securities Indenture;
(10) any guaranty by the Company or a Subsidiary of Indebtedness or other
obligations in a principal amount not exceeding $250,000; (11) any guaranty in
the form of an endorsement of negotiable instruments for deposit or collection
and similar transactions; (12) any guaranty arising under or in connection with
performance bonds, indemnity bonds, surety bonds or commercial letters of credit
not exceeding $25 million in aggregate principal amount from time to time
outstanding; (13) any guaranty by a Subsidiary of Indebtedness or other
obligations of another Subsidiary in effect at the time of such guarantor
becoming a Subsidiary and not created in contemplation thereof; or (14) any
guaranty by the Company or a Restricted Subsidiary of any Interest Swap
Obligation, Currency Agreement or Commodities Agreement relating to Indebtedness
that is guaranteed pursuant to another clause of this paragraph.
LIMITATION ON ASSET DISPOSITIONS
The Senior Debt Securities Indenture provides that so long as any of the
Senior Debt Securities are Outstanding, (i) the Company will not, and will not
permit any Restricted Subsidiary to, make any Asset Disposition unless the
Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of such Asset Disposition at least equal to the fair
market value for the assets sold or otherwise disposed of (which shall be
determined in good faith (x) in the case of dispositions of assets having a fair
market value of $10 million or more, by the Board of Directors of the Company,
whose reasonable determination shall be conclusive and evidenced by a Board
Resolution, or (y) in the case of dispositions of assets having a fair market
value of less than $10 million but not less than $5 million, an officer of the
Company, whose reasonable determination shall be conclusive and evidenced by a
certificate of such officer) and (ii) the Company will apply the aggregate net
proceeds in excess of $300 million received by the Company or any Restricted
Subsidiary from all Asset Dispositions occurring subsequent to the date of the
Senior Debt Securities Indenture (but excluding for purposes of this clause
(ii), whether before or after the receipt of net proceeds in excess of $300
million, (1) the net proceeds of any Asset Disposition or series of related
Asset Dispositions where the net proceeds are less than $5 million and (2) the
first $25 million of net proceeds in each fiscal year without taking into
account any amount excluded pursuant to (1)) as follows: (a) to the payment or
prepayment of any Senior Indebtedness within six months of such Asset
Disposition, or (b) to investment in the business of the Company and its
Restricted Subsidiaries (including, without limitation, by acquiring equity,
other than Redeemable Stock, of the transferee of such Asset Disposition) within
six months of such Asset Disposition or, if such investment is with respect to a
project to be completed within a period greater than six months from such Asset
Disposition, then within the period of time necessary to complete such project;
PROVIDED, HOWEVER, that (x) in the case of applications contemplated by clause
(b), the Board of Directors has, within such six-month period, adopted in good
faith a resolution committing such excess proceeds to such investment, (y)
except as provided in the next sentence, none of such excess proceeds shall be
used to make any Restricted Payment or any payment in respect of Subordinated
Indebtedness and (z) to the extent not applied in accordance with clauses (a) or
(b) above, or if after being so applied there remain excess net proceeds in an
amount greater than $10 million, the Company shall make a pro rata offer to all
Holders to purchase Senior Debt Securities at 100% of principal amount, plus
accrued and unpaid interest to the Asset Disposition Payment Date (as defined
below), up to an aggregate principal amount equal to such excess net proceeds
(the "Asset Disposition Offer Amount"). If after
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being applied in accordance with clauses (a), (b) and (z) above there remain
excess net proceeds, the Company will apply such excess net proceeds to the
general corporate purposes of the Company or any Subsidiary of the Company. An
offer to purchase Senior Debt Securities required to be made pursuant to this
covenant is an "Asset Disposition Offer" and the date on which the purchase of
Debt Securities relating to any such Asset Disposition Offer is to be made is an
"Asset Disposition Payment Date."
Notwithstanding the foregoing, to the extent the Company or any of its
Restricted Subsidiaries receives securities or other non-cash property or assets
as proceeds of an Asset Disposition (other than equity in the transferee not
constituting Redeemable Stock), the Company shall not be required to make any
application required by the preceding paragraph until it receives cash proceeds
from a sale, repayment, exchange, redemption or retirement of or extraordinary
dividend or return of capital on such non-cash property, except that if and to
the extent the sum of all cash proceeds plus the fair market value of equity
(other than Redeemable Stock) in the transferee of such Asset Disposition
received at the time of such Asset Disposition is less than 70% of the fair
market value of the total proceeds of such Asset Disposition (with such fair
market value determined and evidenced in the same manner as stated in clause (i)
of the preceding paragraph), the amount of such deficiency (the "Deficiency
Amount") shall be applied as required by the preceding paragraph as if received
at the time of the Asset Disposition. Any amounts deferred pursuant to the
preceding sentence shall be applied in accordance with the preceding paragraph
when cash proceeds are thereafter received from a sale, repayment, exchange,
redemption or retirement of or extraordinary dividend or return of capital on
such non-cash property; PROVIDED, HOWEVER, that the Company shall not be
required to apply with respect to any equity interest in a transferee an amount
exceeding the fair market value attributable to such equity interest at the time
of the Asset Disposition; and PROVIDED, FURTHER, that if a Deficiency Amount was
applied pursuant to the exception contained in the preceding sentence, then once
the cumulative amount of applications made pursuant to the preceding paragraph
and this paragraph (including any Deficiency Amount) equals 100% of the fair
market value of the total proceeds of the Asset Disposition at the time of such
Asset Disposition, cash proceeds thereafter received from a sale, repayment,
exchange, redemption or retirement of or extraordinary dividend or return of
capital on such non-cash property shall not be required to be applied in
accordance with the preceding paragraph except to the extent such cash proceeds
exceed the Deficiency Amount.
Notice of an Asset Disposition Offer shall be mailed on behalf of the
Company by the Trustee to all Holders of Senior Debt Securities at their last
registered addresses not less than 30 days nor more than 60 days before the
Asset Disposition Payment Date, which shall be a date not more than 210 days
after the Asset Disposition giving rise to such Asset Disposition Offer. The
Asset Disposition Offer shall remain open from the time of the mailing of such
notice until not more than 5 Business Days before the Asset Disposition Payment
Date.
On the Asset Disposition Payment Date, the Company shall accept for payment
Senior Debt Securities or portions thereof tendered pursuant to the Asset
Disposition Offer in an aggregate principal amount equal to the Asset
Disposition Offer Amount or such lesser amount of Senior Debt Securities as
shall have been tendered, and deposit with the Paying Agent money sufficient to
pay the purchase price of all Senior Debt Securities or portions thereof so
accepted. If the aggregate principal amount of Senior Debt Securities tendered
exceeds the Asset Disposition Offer Amount, the Company shall select the Senior
Debt Securities to be purchased on a pro rata basis to the nearest $1,000 of
principal amount. The Paying Agent shall promptly mail or deliver to Holders of
Senior Debt Securities so accepted payment in an amount equal to the purchase
price, and the Company shall execute and the Trustee shall promptly authenticate
and mail or make available for delivery to such Holders a new Senior Debt
Security of the applicable series and equal in principal amount to any
unpurchased portion of the Senior Debt Security surrendered. The Company will
publicly announce the results of the Asset Disposition Offer.
With respect to any Asset Disposition Offer, the Company intends to comply
with the requirements of Section 14(e) and Rule 14e-1 under the Exchange Act, if
applicable.
RESTRICTIONS ON MERGERS AND CONSOLIDATIONS AND SALES OF ASSETS
The Senior Debt Securities Indenture provides that the Company shall not
consolidate with, merge with or into any other corporation (whether or not the
Company shall be the surviving corporation), or sell, assign, transfer or lease
all or substantially all of its properties and assets as an entirety or
substantially as an entirety to any Person or group of affiliated Persons, in
one transaction or a series of related transactions, unless: (1) either the
Company
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shall be the continuing Person or the Person (if other than the Company) formed
by such consolidation or with which or into which the Company is merged or the
Person (or group of affiliated Persons) to which all or substantially all the
properties and assets of the Company are sold, assigned, transferred or leased
is a corporation (or constitute corporations) organized under the laws of the
United States or any State thereof or the District of Columbia and expressly
assumes, by an indenture supplemental to the Senior Debt Securities Indenture,
all the obligations of the Company under the Senior Debt Securities and the
Senior Debt Securities Indenture; (2) immediately before and after giving effect
to such transaction, no Event of Default, and no Default, with respect to the
Senior Debt Securities shall have occurred and be continuing; (3) immediately
after giving effect to such transaction on a pro forma basis, but prior to any
purchase accounting adjustments resulting from the transaction, the Consolidated
Net Worth of the Company (or of the surviving, consolidated or transferee entity
if the Company is not continuing, treating such entity as the Company for
purposes of determining Consolidated Net Worth) shall be at least equal to the
Consolidated Net Worth of the Company immediately before such transaction; (4)
immediately after giving effect to such transaction the Company (or the
surviving, consolidated or transferee entity if the Company is not continuing,
but treating such entity as the Company for purposes of making such
determination) would be permitted to incur an additional dollar of Indebtedness
(not constituting Permitted Indebtedness) immediately prior to such transaction
under the covenant contained in the Senior Debt Securities Indenture restricting
the incurrence of Indebtedness; PROVIDED, HOWEVER, that this clause (4) shall be
inapplicable if (a) such transaction would result in the occurrence of a Change
of Control or (b) immediately prior to giving effect to such transaction, the
Company would not be permitted to incur an additional dollar of Indebtedness
(not constituting Permitted Indebtedness) under such covenant, and immediately
after giving effect to such transaction on a pro forma basis (but prior to any
purchase accounting adjustments resulting from the transaction), the
Consolidated Interest Coverage Ratio of the Company (or the surviving,
consolidated or transferee entity if the Company is not continuing, treating
such entity as the Company for purposes of determining the Consolidated Interest
Coverage Ratio) shall be at least equal to the Consolidated Interest Coverage
Ratio of the Company immediately before such transaction; and (5) the Company
shall have delivered to the Trustee an Officer's Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and such
supplemental indenture comply with the Senior Debt Securities Indenture.
Notwithstanding the foregoing, if clause (4) of the preceding sentence is
inapplicable by reason of clause (b) of the proviso thereto, and at the date
three months after the consummation of such transaction the rating ascribed to
the Senior Debt Securities of any series by Standard and Poor's Corporation or
Moody's Investors Service, Inc. shall be lower than the rating ascribed to the
Senior Debt Securities of any series prior to the public announcement of such
transaction, then the Company shall make an offer for the Senior Debt Securities
of each series at the same price and following the same procedures and
obligations as required with respect to a Change of Control (as if such date
three months after the giving effect to such transaction were the "Change of
Control Date"). See "Limitation on Future Incurrence of Indebtedness" above and
"Change of Control" below.
If, upon any consolidation or merger, or upon any sale, assignment, transfer
or lease, as provided in the preceding paragraph, any material property of the
Company or any Restricted Subsidiary or any shares of Capital Stock or
Indebtedness of any Restricted Subsidiary, owned immediately prior thereto,
would thereupon become subject to any Lien securing any indebtedness for
borrowed money of, or guaranteed by, such other corporation or Person (other
than any Permitted Lien), the Company, prior to such consolidation, merger,
sale, assignment, transfer or lease, will secure the due and punctual payment of
the principal of, and premium, if any, and interest on the Senior Debt
Securities of each series then Outstanding (together with, if the Company shall
so determine, any other indebtedness of, or guaranteed by, the Company or any
Restricted Subsidiary and then existing or thereafter created) equally and
ratably with (or, at the option of the Company, prior to) the Indebtedness
secured by such Lien.
CHANGE OF CONTROL
Upon the occurrence of a Change of Control (the "Change of Control Date")
and subject to the requirements of the next succeeding sentence, each Holder
shall have the right to require that the Company repurchase such Holder's Senior
Debt Securities pursuant to the offer described below (the "Change of Control
Offer") at a purchase price equal to 101% of the aggregate principal amount of
such Senior Debt Securities plus accrued and unpaid interest, if any, to the
date of such repurchase. If such repurchase would constitute an event of default
under Specified Bank Debt, then, prior to giving the notice to Holders provided
below, the Senior Debt Securities
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Indenture requires the Company to (1) repay in full in cash such Specified Bank
Debt or (2) obtain the requisite consent of holders of such Specified Bank Debt
to permit the repurchase of Senior Debt Securities without giving rise to an
event of default under such Specified Bank Debt.
As of September 30, 1993, approximately $1.7 billion of Specified Bank Debt
was outstanding.
Promptly upon satisfaction of either one of the obligations described above,
the Company shall mail a notice to each Holder of Senior Debt Securities of each
applicable series in respect of the Change of Control Offer (which notice shall
contain all instructions and materials necessary to enable such Holders to
tender Senior Debt Securities). All Senior Debt Securities of each applicable
series tendered will be accepted for payment on a date (the "Change of Control
Payment Date") which shall be no earlier than 30 days nor later than 40 days
from the date such notice is mailed, but in any event prior to the date on which
any Subordinated Indebtedness is paid pursuant to the terms of a provision
similar to the Change of Control Offer covenant.
On the Change of Control Payment Date, the Company shall accept for payment
Senior Debt Securities of each applicable series or portions thereof tendered
pursuant to the Change of Control Offer, and deposit with the Paying Agent money
sufficient to pay the purchase price of all Senior Debt Securities of each
applicable series or portions thereof so accepted. The Paying Agent shall
promptly mail or deliver to the Holder of Senior Debt Securities of each
applicable series so accepted payment in an amount equal to the purchase price,
and the Trustee shall promptly authenticate and mail or make available for
delivery to such Holder a new Senior Debt Security of the same series as, and
equal in principal amount to, any unpurchased portion of the Senior Debt
Security surrendered. The Company will publicly announce the results of the
Change of Control Offer.
Whether a Change of Control has occurred depends entirely on the
accumulation of Common Stock of the Company and on certain changes in the
composition of the Company's Board of Directors. As a result, the Company can
enter into certain highly leveraged transactions, including certain
recapitalizations, mergers or stock repurchases, that would not result in the
application of the Change of Control provisions. Because the definitions of
"Change of Control" and "Acquiring Person" exclude the Company, any Subsidiary
of the Company and certain members of the Stone family, certain transactions in
which such entities and persons participate as beneficial owners of Common Stock
(including, among others, a leveraged buyout or recapitalization) would not
constitute a Change of Control. With respect to any Change of Control Offer, the
Company intends to comply with the requirements of Section 14(e) and Rule 14e-1
under the Exchange Act, if then applicable.
RANKING OF SENIOR DEBT SECURITIES
The payment of the principal of, interest on and any other amounts due on
Subordinated Indebtedness will be subordinated in right of payment to the prior
payment in full of the Senior Debt Securities. The Senior Debt Securities are
senior to the Company's $150 million aggregate principal amount of 10 3/4%
Senior Subordinated Notes due June 15, 1997, $125 million aggregate principal
amount of 11% Senior Subordinated Notes due August 15, 1999, $230 million
aggregate principal amount of 11 1/2% Senior Subordinated Notes due September 1,
1999, $200 million aggregate principal amount of 10 3/4% Senior Subordinated
Debentures due April 1, 2002, $250 million aggregate principal amount of 8 7/8%
Convertible Senior Subordinated Notes due July 15, 2000, $98 million aggregate
principal amount of 13 5/8% Subordinated Notes due June 1, 1995, and $115
million aggregate principal amount of 6 3/4% Convertible Subordinated Debentures
due February 15, 2007.
EVENTS OF DEFAULT AND NOTICE THEREOF
The following are Events of Default under the Senior Debt Securities
Indenture with respect to Senior Debt Securities of any series: (1) failure to
pay interest on any Senior Debt Security of that series when due, continued for
30 days; (2) failure to pay the principal of (or premium, if any, on) any Senior
Debt Securities of that series when due and payable at Maturity, upon
redemption, upon repurchase pursuant to a Deficiency Offer as described under
"Maintenance of Subordinated Capital Base" above, pursuant to an Asset
Disposition Offer as described under "Change of Control" above or otherwise; (3)
failure to observe or perform any other covenant, warranty or agreement
contained in the Senior Debt Securities of that series or in the Senior Debt
Securities Indenture (other than a covenant, agreement or warranty included in
the Senior Debt Securities Indenture solely for the benefit of Senior Debt
Securities other than that series), continued for a period of 60 days after
notice has been given to the Company by the Trustee or Holders of at least 25%
in aggregate principal amount of the Outstanding Senior Debt
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Securities of that series; (4) failure to pay at final maturity, or acceleration
of, Indebtedness of the Company having an aggregate principal amount of not less
than $25 million (or, if less, the least amount contained in any similar
provision of an instrument governing any outstanding Subordinated Indebtedness
of the Company, but in no event less than $10 million), unless cured within 15
days after notice has been given to the Company by the Trustee or Holders of at
least 25% in aggregate principal amount of the Outstanding Senior Debt
Securities of that series; (5) the entering against the Company of one or more
judgments or decrees involving an aggregate liability of $25 million or more
unless vacated, discharged, satisfied or stayed within 30 days of the entering
of such judgments or decrees; (6) certain events of bankruptcy, insolvency or
reorganization relating to the Company; and (7) any other Event of Default with
respect to Senior Debt Securities of that series specified in the Prospectus
Supplement relating thereto.
The Senior Debt Securities Indenture provides that the Trustee shall, within
30 days after the occurrence of any Default or Event of Default with respect to
Senior Debt Securities of any series, give the Holders of Senior Debt Securities
of that series notice of all uncured Defaults or Events of Default known to it
(the term "Default" to include the events specified above without grace or
notice); PROVIDED, HOWEVER, that, except in the case of an Event of Default or a
Default in payment on any Senior Debt Securities of any series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or directors or responsible officers of the
Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders of Senior Debt Securities of that series.
If an Event of Default with respect to Senior Debt Securities of any series
(other than due to event of bankruptcy, insolvency or reorganization) occurs and
is continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the Outstanding Senior Debt Securities of that series, by notice in
writing to the Company (and to the Trustee if given by the Holders of at least
25% in aggregate amount of Senior Debt Securities of that series), may declare
the unpaid principal of and accrued interest to the date of acceleration on all
the Outstanding Senior Debt Securities of that series to be due and payable
immediately and, upon any such declaration, the Senior Debt Securities of that
series shall become immediately due and payable.
If an Event of Default occurs due to bankruptcy, insolvency or
reorganization, all unpaid principal (without premium) of and accrued interest
on the Outstanding Senior Debt Securities of any series ipso facto becomes
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder of any Senior Debt Security of that series.
Any such declaration with respect to Senior Debt Securities of any series
may be annulled and past Events of Default and Defaults (except, unless
theretofore cured, an Event of Default or a Default, in payment of principal of
or interest on the Senior Debt Securities of that series) may be waived by the
Holders of a majority of the principal amount of the Outstanding Senior Debt
Securities, upon the conditions provided in the Senior Debt Securities
Indenture.
The Senior Debt Securities Indenture provides that the Company will
periodically file statements with the Trustee regarding compliance by the
Company with certain of the covenants thereof and specifying any Event of
Default or Defaults with respect to Senior Debt Securities of any series in
performing such covenants of which the signers may have knowledge.
MODIFICATION OF SENIOR DEBT SECURITIES INDENTURE; WAIVER
The Senior Debt Securities Indenture may be modified by the Company and the
Trustee without the consent of any Holders with respect to certain matters,
including (i) to cure any ambiguity, defect or inconsistency or to correct or
supplement any provision which may be inconsistent with any other provision of
the Senior Debt Securities Indenture and (ii) to make any change that does not
materially adversely affect the interests of any Holder of Senior Debt
Securities of any series. In addition, under the Senior Debt Securities
Indenture, certain rights and obligations of the Company and the rights of
Holders of the Senior Debt Securities may be modified by the Company and the
Trustee with the written consent of the Holders of at least a majority in
principal amount of the Outstanding Senior Debt Securities of each series
affected thereby; but no extension of the maturity of any Senior Debt Securities
of any series, reduction in the interest rate or extension of the time for
payment of interest, change in the optional redemption or repurchase provisions
in a manner adverse to any Holder of Senior Debt Securities of any series,
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other modification in the terms of payment of the principal of or interest on
any Senior Debt Securities of any series, or reduction of the percentage
required for modification, will be effective against any Holder of any
Outstanding Senior Debt Security of any series affected thereby without his
consent. The Senior Debt Securities Indenture does not limit the aggregate
amount of Senior Debt Securities of the Company which may be issued thereunder.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of any series may on behalf of the Holders of all Senior Debt
Securities of that series waive, insofar as that series is concerned, compliance
by the Company with certain restrictive covenants of the Senior Debt Securities
Indenture. The Holders of not less than a majority in principal amount of the
Outstanding Senior Debt Securities of any series may on behalf of the Holders of
all Senior Debt Securities of that series waive any past Event of Default or
Default under the Senior Debt Securities Indenture with respect to that series,
except an Event of Default or a Default in the payment of the principal of or
premium, if any, or any interest on any Senior Debt Security of that series or
in respect of a provision which under the Senior Debt Securities Indenture
cannot be modified or amended without the consent of the Holder of each
Outstanding Senior Debt Security of that series affected.
SATISFACTION AND DISCHARGE OF SENIOR DEBT SECURITIES INDENTURE; DEFEASANCE
The Company may terminate its substantive obligations in respect of Senior
Debt Securities of any series by delivering all Outstanding Senior Debt
Securities of that series to the Trustee for cancellation and paying all sums
payable by it on account of principal of and interest on all Senior Debt
Securities of that series or otherwise. The Company may terminate its
substantive obligations in respect of Senior Debt Securities of any series
(except for its obligations to pay the principal of (and premium, if any, on)
and the interest on the Senior Debt Securities of any series) by (i) depositing
with the Trustee, under the terms of an irrevocable trust agreement, money or
United States Government Obligations sufficient to pay all remaining
indebtedness on the Senior Debt Securities of that series, (ii) delivering to
the Trustee either an Opinion of Counsel or a ruling directed to the Trustee
from the Internal Revenue Service to the effect that the Holders of the Senior
Debt Securities of that series will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit and termination of
obligations, and (iii) complying with certain other requirements set forth in
the Senior Debt Securities Indenture. In addition, the Company may terminate all
of its substantive obligations in respect of Senior Debt Securities of any
series (including its obligations to pay the principal of (and premium, if any,
on) and interest on the Senior Debt Securities of any series) by (i) depositing
with the Trustee, under the terms of an irrevocable trust agreement, money or
United States Government Obligations sufficient to pay all remaining
indebtedness on the Senior Debt Securities of that series, (ii) delivering to
the Trustee either a ruling directed to the Trustee from the Internal Revenue
Service to the effect that the Holders of the Senior Debt Securities of that
series will not recognize income, gain or loss for federal income tax purposes
as a result of such deposit and termination of obligations or an Opinion of
Counsel, based upon such a ruling or a change in the applicable federal tax law
since the date of the Senior Debt Securities Indenture, to such effect, and
(iii) complying with certain other requirements set forth in the Senior Debt
Securities Indenture.
THE TRUSTEE
The Bank of New York, a New York banking corporation, is the Trustee under
the Senior Debt Securities Indenture.
The Company maintains normal commercial banking relations with The Bank of
New York, which is also a lender under the Credit Agreements and the Trustee
under the Subordinated Debt Securities Indenture and other indentures of the
Company.
CERTAIN DEFINITIONS
For purposes of the Senior Debt Securities Indenture, certain defined terms
have the following meanings:
"ACQUIRING PERSON" means any Person or group (as defined in Section
13(d)(3) of the Exchange Act) who or which, together with all affiliates and
associates (as defined in Rule 12b-2 under the Exchange Act), becomes the
beneficial owner of shares of Common Stock of the Company having more than 50%
of the total number of votes that may be cast for the election of directors of
the Company; PROVIDED, HOWEVER, that an Acquiring Person shall not include (i)
the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan
of the Company or any Subsidiary of the Company or any entity holding Common
Stock of the Company for or pursuant to the terms of any
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such plan, (iv) any descendant of Joseph Stone or the spouse of any such
descendant, the estate of any such descendant or the spouse of any such
descendant, any trust or other arrangement for the benefit of any such
descendant or the spouse of any such descendant or any charitable organization
established by any such descendant or the spouse of any such descendant
(collectively, the "Stone Family"), or (v) any group which includes any member
or members of the Stone Family and a majority of the Common Stock of the Company
held by such group is beneficially owned by such member or members.
Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as
the result of an acquisition of Common Stock by the Company which, by reducing
the number of shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to more than 50% or more of the Common Stock
of the Company then outstanding; PROVIDED, HOWEVER, that if a Person shall
become the beneficial owner of more than 50% or more of the Common Stock of the
Company then outstanding by reason of share purchases by the Company and shall,
after such share purchases by the Company, become the beneficial owner of any
additional shares of Common Stock of the Company, then such Person shall be
deemed to be an "Acquiring Person."
"ASSET DISPOSITION" means any sale, transfer or other disposition of (i)
shares of Capital Stock of a Restricted Subsidiary (other than directors'
qualifying shares) or (ii) property or assets of the Company or any Restricted
Subsidiary (other than a sale, transfer or other disposition of Receivables and
other assets or property described in clause (vi) of the definition of Permitted
Liens pursuant to a Receivables sale constituting Indebtedness pursuant to
clause (ii) of the definition thereof); PROVIDED, HOWEVER, that an Asset
Disposition shall not include any sale, transfer or other disposition by a
Restricted Subsidiary to the Company or to another Restricted Subsidiary or by
the Company to a Restricted Subsidiary, any sale, transfer or other disposition
of defaulted Receivables for collection or any sale, transfer or other
disposition in the ordinary course of business, but shall include any sale,
transfer or other disposition by the Company or a Restricted Subsidiary to an
Unrestricted Subsidiary of the shares, property or assets referred to in clauses
(i) and (ii). The designation by the Company of a Subsidiary of the Company as
an "Unrestricted Subsidiary" shall constitute an Asset Disposition of such
Subsidiary's property and assets net of its liabilities, unless the transfer of
property and assets to such Subsidiary has previously constituted an Asset
Disposition.
"CHANGE OF CONTROL" means any event by which (i) an Acquiring Person has
become such or (ii) Continuing Directors cease to comprise a majority of the
members of the Board of Directors of the Company.
"CONSOLIDATED AMORTIZATION EXPENSE" means, for any period, the amortization
expense of the Company and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.
"CONSOLIDATED CASH FLOW AVAILABLE FOR FIXED CHARGES" means, for any period,
(a) the sum of the amounts for such period of (i) Consolidated Net Income, (ii)
Consolidated Interest Expense, (iii) Consolidated Income Tax Expense, (iv)
Consolidated Depreciation Expense, (v) Consolidated Amortization Expense and
(vi) other non-cash items reducing Consolidated Net Income, MINUS (b) non-cash
items increasing Consolidated Net Income, all as determined on a consolidated
basis for the Company and its Restricted Subsidiaries in accordance with GAAP.
"CONSOLIDATED DEPRECIATION EXPENSE" means, for any period, the depreciation
expense of the Company and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.
"CONSOLIDATED FREE CASH FLOW" means, for any period, (a) the sum of the
amounts for such period of (i) Consolidated Net Income, (ii) Consolidated
Depreciation Expense and (iii) Consolidated Amortization Expense, MINUS (b) the
sum of (i) Restricted Payments (as defined under the subsection entitled
"Dividend Restrictions" above) during such period, (ii) net reduction during
such period in Indebtedness of the Company and its Restricted Subsidiaries
(other than as a result of Asset Dispositions) and (iii) the excess (but not the
deficit) of capital expenditures of the Company and its Restricted Subsidiaries
for such period not financed pursuant to clause (vi) of the definition of
Permitted Indebtedness over Consolidated Depreciation Expense.
"CONSOLIDATED INCOME TAX EXPENSE" means, for any period, the aggregate of
the income tax expense of the Company and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.
"CONSOLIDATED INTEREST COVERAGE RATIO" means, for any period, the ratio of
(i) Consolidated Cash Flow Available for Fixed Charges to (ii) Consolidated
Interest Expense.
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"CONSOLIDATED INTEREST EXPENSE" means, for any period, the interest expense
(including the interest component of all Capitalized Lease Obligations and the
earned discount or yield with respect to a Receivables purchase constituting
Indebtedness) of the Company and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP; PROVIDED, HOWEVER,
that, with respect to revolving credit, revolving Receivables purchases or other
similar arrangements, the interest expense in respect thereof for any period
shall be as follows: (1) in respect of (a) revolving credit facilities under the
Credit Agreements and (b) revolving credit, revolving Receivables purchases or
other similar arrangements the use of the proceeds of which is restricted solely
to the payment of Indebtedness of the Company or any Restricted Subsidiary, the
interest expense attributable to the principal amounts outstanding thereunder
during such period, in accordance with the terms thereof; and (2) in respect of
all other revolving credit, revolving Receivables purchases and other similar
arrangements, the pro forma interest expense attributable to all amounts
committed during such period under such revolving credit, revolving Receivables
purchases or other similar arrangements, whether or not such amounts were
actually outstanding during such period, in accordance with the terms thereof,
in each case on a consolidated basis in accordance with GAAP.
"CONSOLIDATED NET INCOME" means, for any period, the net income (or loss)
of the Company and its Restricted Subsidiaries on a consolidated basis for such
period taken as a single accounting period, determined in accordance with GAAP;
PROVIDED, HOWEVER, that: (a) there shall be excluded therefrom (i) the net
income (or loss) of any Person which is not a Restricted Subsidiary, except to
the extent of the amount of dividends or other distributions actually paid in
cash or tangible property or tangible assets (such property or assets to be
valued at their fair market value net of any obligations secured thereby) to the
Company or any of its Restricted Subsidiaries by such Person during such period,
(ii) except to the extent includible pursuant to the foregoing clause (i), the
net income (or loss) of any Person accrued prior to the date it becomes a
Restricted Subsidiary or is merged into or consolidated with the Company or any
of its Restricted Subsidiaries or that Person's property or assets are acquired
by the Company or any of its Restricted Subsidiaries, (iii) the net income of
any Restricted Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of that income
is not at the time permitted by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary (other than any restrictions
contained in the instruments relating to the 12 1/8% Subordinated Debentures due
September 15, 2001 of Stone Southwest, Inc.) and (iv) the excess (but not the
deficit), if any, of (x) any gain which must be treated as an extraordinary item
under GAAP or any gain realized upon the sale or other disposition of any asset
that is not sold in the ordinary course of business or of any Capital Stock of a
Restricted Subsidiary over (y) any loss which must be treated as an
extraordinary item under GAAP or any loss realized upon the sale or other
disposition of any asset that is not sold in the ordinary course of business or
of any Capital Stock of a Restricted Subsidiary; and (b) there shall be included
therein the amount of cash realized by the Company or any of its Restricted
Subsidiaries during such period on account of dividends or other distributions
theretofore paid in other than cash or tangible property or tangible assets by a
Person which is not a Restricted Subsidiary.
"CONSOLIDATED NET WORTH" means the amount which at any date of
determination, in conformity with GAAP consistently applied, would be set forth
under the caption "stockholders' equity" (or any like caption) on the
consolidated balance sheet of the Company and its Restricted Subsidiaries,
exclusive of amounts attributable to Redeemable Stock. If the Company has
changed one or more of the accounting principles used in the preparation of its
financial statements because of a change mandated by the Financial Accounting
Standards Board or its successor, then Consolidated Net Worth shall mean the
Consolidated Net Worth the Company would have had if the Company had continued
to use those generally accepted accounting principles employed on the date of
the Senior Debt Securities Indenture.
"CONTINENTAL GUARANTY" means the Guaranty dated as of October 7, 1983
between The Continental Group, Inc. and the Company, as amended from time to
time.
"CONTINUING DIRECTOR" means any member of the Board of Directors, while
such person is a member of such Board of Directors, who is not an Acquiring
Person, or an affiliate or associate of an Acquiring Person or a representative
of an Acquiring Person or of any such affiliate or associate and who (a) was a
member of the Board of Directors prior to the date of the Senior Debt Securities
Indenture, or (b) subsequently becomes a member of such
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Board of Directors and whose nomination for election or election to such Board
of Directors is recommended or approved by resolution of a majority of the
Continuing Directors or who is included as a nominee in a proxy statement of the
Company distributed when a majority of such Board of Directors consists of
Continuing Directors.
"CREDIT AGREEMENTS" means (i) the credit agreement, dated as of March 1,
1989, by and among the Company, the financial institutions signatory thereto,
Bankers Trust Company, as agent for such financial institutions, and Citibank,
N.A., Manufacturers Hanover Trust Company (now Chemical Bank) and The First
National Bank of Chicago, as co-agents for such financial institutions, as
amended, modified, refinanced or extended from time to time (the "U.S. Credit
Agreement"), (ii) the credit agreement, dated as of March 1, 1989, by and among
Stone-Consolidated Inc., the financial institutions signatory thereto, Bankers
Trust Company, as agent for such financial institutions, and Citibank, N.A.,
Manufacturers Hanover Trust Company (now Chemical Bank) and The First National
Bank of Chicago, as co-agents for such financial institutions, as amended,
modified, refinanced, or extended from time to time (the "Canadian Credit
Agreement") and (iii) the revolving credit agreement, dated as of March 1, 1989,
by and among Stone-Consolidated Inc., the financial institutions signatory
thereto, BT Bank of Canada, as administrative agent, The Bank of Nova Scotia, as
payment agent, and Bankers Trust Company, as collateral agent, as amended,
modified, refinanced or extended from time to time (the "Canadian Revolver").
"GAAP" means generally accepted accounting principles, as in effect as of
the date of the Senior Debt Securities Indenture in the United States of
America, set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as is approved by a significant
segment of the accounting profession.
"INDEBTEDNESS" means (without duplication), with respect to any Person, (i)
any obligation of such Person to pay the principal of, premium, if any, interest
on, penalties, reimbursement or indemnification amounts, fees, expenses or other
amounts relating to any indebtedness, and any other liability, contingent or
otherwise, of such Person (A) for borrowed money or the deferred purchase price
of property or services (excluding trade payables and payables, indebtedness,
obligations and other liabilities of the Company to any Restricted Subsidiary or
of any Restricted Subsidiary to the Company or to any other Restricted
Subsidiary), whether or not the recourse of the lender is to the whole of the
assets of such Person or only to a portion thereof; (B) for any letter of credit
for the account of such Person supporting other obligations of such Person
described in this definition; or (C) for the payment of money relating to a
Capitalized Lease Obligation; (ii) the unrecovered investment of a purchaser
(other than the Company or any of its Restricted Subsidiaries) of such Person's
Receivables pursuant to a Receivables purchase facility or otherwise (whether or
not characterized as a sale of such Receivables or a secured loan, but excluding
any disposition of Receivables in connection with a disposition of fixed assets
or a business of such Person and any disposition of defaulted Receivables for
collection), together with any obligation of such Person to pay any discount,
interest, fees, indemnification amounts, penalties, recourse on account of the
uncollectability of Receivables, expenses or other amounts in connection
therewith; (iii) any obligation of another Person (other than a Restricted
Subsidiary of such Person) of the kind described in the preceding clause (i) or
(ii), which the Person has guaranteed or which is otherwise its legal liability;
(iv) any obligation of another Person (other than a Restricted Subsidiary of
such Person) of the kind described in the preceding clause (i) or (ii) secured
by a Lien to which the property or assets of such Person are subject, whether or
not the obligation secured thereby shall have been assumed by or shall otherwise
be such Person's legal liability; and (v) any renewals, extensions or refundings
of any of the foregoing described in any of the preceding clauses (i), (ii),
(iii) and (iv). The "amount" or "principal amount" of Indebtedness of any Person
at any date, as used herein, shall be the outstanding principal amount at such
date of all unconditional Indebtedness, the maximum principal amount of any
contingent Indebtedness or the unrecovered purchaser's investment in a sale of
Receivables, in each case at such date and without taking into account any
premium, interest, penalties, reimbursement or indemnification amounts, fees,
expenses or other amounts (other than principal or unrecovered purchaser's
investment) in respect thereof; PROVIDED, HOWEVER, that (y) with respect to
Indebtedness described in clause (iv) above, the amount of Indebtedness shall be
the lesser of (a) the amount of the Indebtedness of such other Person that is
secured by the property or assets of such Person and (b) the fair market value
of the property or assets securing such Indebtedness, and (z) with respect to
revolving credit, revolving Receivables purchases or other similar arrangements,
the amount of Indebtedness thereunder shall be as follows: (a) in respect of (1)
revolving credit facilities under the Credit Agreements and (2) commitments
under other
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revolving credit, revolving Receivables purchases or other similar arrangements
the use of the proceeds of which is restricted primarily to the payment of
Indebtedness of the Company or any Restricted Subsidiary permitted by the Senior
Debt Securities Indenture, the principal amounts outstanding thereunder at such
date; and (b) in respect of commitments under all other revolving credit,
revolving Receivables purchases and other similar arrangements, the amounts of
such commitments as of the date of determination.
"ORDINARY COURSE OF BUSINESS LIENS" means, with respect to any person,
(i) Liens for taxes, assessments, governmental charges, levies or claims
not yet delinquent or being contested in good faith;
(ii) statutory Liens of landlords, carriers, warehousemen, mechanics,
suppliers, materialmen, repairmen or other like Liens arising in the ordinary
course of business (including the construction of facilities) or deposits to
obtain the release of such Liens;
(iii) Liens in connection with workers' compensation, unemployment insurance
and other similar legislation;
(iv) zoning restrictions, licenses, easements, rights-of-way and other
similar charges or encumbrances or restrictions not interfering in any material
respect with the business of such Person or any of its Subsidiaries;
(v) Liens securing such Person's obligations with respect to commercial
letters of credit;
(vi) Liens to secure public or statutory obligations of such Person;
(vii) judgment and attachment Liens against such Person not giving rise to a
Default under the Debt Securities of any series or Liens created by or existing
from any litigation or legal proceeding against such Person which is currently
being contested in good faith by such Person in appropriate proceedings;
(viii) leases or subleases granted to other Persons or existing on property
acquired by such Persons;
(ix) Liens encumbering property or assets of such Person under construction
arising from progress or partial payments;
(x) Liens encumbering customary initial deposits and margin accounts and
other Liens securing obligations arising out of Interest Swap Obligations,
Currency Agreements and Commodities Agreements, in each case of the type
typically securing such obligations; PROVIDED, HOWEVER, that if such Interest
Swap Obligations, Currency Agreements and Commodities Agreements relate to
Indebtedness not incurred in violation of the Senior Debt Securities Indenture,
such Lien may also cover the property and assets securing the indebtedness to
which such Interest Swap Obligations, Currency Agreements and Commodities
Agreements relate;
(xi) Liens encumbering deposits made to secure obligations arising from
public, statutory, regulatory, contractual or warranty requirements or
obligations of such Person or its Subsidiaries (not constituting Indebtedness);
(xii) Liens arising from filing UCC financing statements regarding leases or
consignments;
(xiii) purchase money Liens securing payables (not constituting Indebtedness)
arising from the purchase by such Person or any of its Affiliates of any
equipment or goods in the ordinary course of business;
(xiv) Liens arising out of consignment or similar arrangement for the sale of
goods entered into by such Person or any of its Subsidiaries in the ordinary
course of business;
(xv) Liens in the ordinary course of business granted by such Person to
secure the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, government contracts, or progress payments, performance and
return-of-money bonds and other similar obligations (not constituting
Indebtedness);
(xvi) Liens in favor of collecting banks constituting a right of set-off,
revocation, refund or chargeback with respect to money or instruments of the
Company or any Subsidiary on deposit with or in the possession of such bank; and
(xvii) Liens in favor of customs and revenue authorities.
"PERMITTED EXISTING INDEBTEDNESS OF AN ACQUIRED PERSON" means Indebtedness
of any Person (which may be assumed or guaranteed by, or may otherwise become
the legal liability of, the Company or any Restricted Subsidiary with or into
which such Person is merged or consolidated) existing at the time such Person
becomes a
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Restricted Subsidiary, or is merged with or into or consolidated with the
Company or one of its Restricted Subsidiaries, so long as such Indebtedness was
not created in anticipation of or as a result of such Person becoming a
Restricted Subsidiary or of such merger or consolidation, and any Indebtedness
to the extent exchanged for, or the net proceeds of which are used to refinance,
redeem or defease, such Indebtedness (or any extension, renewal or refinancing
thereof), or to finance any costs incurred in connection with such exchange,
refinancing, redemption or defeasance; PROVIDED, HOWEVER, that the proceeds of
such Indebtedness shall be used to so refinance, redeem or defease the
Indebtedness within 12 months of the incurrence of such subsequent Indebtedness.
"PERMITTED INDEBTEDNESS" means (i)(a) any Indebtedness in a principal
amount not exceeding the principal amount outstanding or committed under the
Credit Agreements (including any letter of credit facility, but without
duplication with respect to commitments for loans the use of proceeds of which
is restricted to repayment of other Indebtedness under the Credit Agreements) as
of the date of the Senior Debt Securities Indenture (approximately $2.52
billion), PLUS $250 million, and LESS the proceeds from the sale of all Senior
Debt Securities issued from time to time that are applied to repay Indebtedness
under the Credit Agreements; (b) any Indebtedness in a principal amount not
exceeding 80% of the aggregate face amount of Receivables of the Company and its
Restricted Subsidiaries (measured as of the latest date as of which information
regarding Receivables is available) and constituting Indebtedness described in
clause (ii) of the definition of Indebtedness or outstanding pursuant to any
other revolving credit facility; and (c) any Indebtedness under Senior Debt
Securities the proceeds of which shall be used to repay Indebtedness under the
Credit Agreements within five Business Days after any such issuance; PROVIDED,
HOWEVER, that:
(1) the aggregate principal amount permitted to be outstanding under
clause (a) shall be reduced by the aggregate amount of any subsequent
repayments or prepayments of any Senior Indebtedness (other than the Senior
Debt Securities) out of the proceeds of Asset Dispositions as described
under "LIMITATION ON ASSET DISPOSITIONS" above and, thereafter, shall be
increased if, at the end of the fourth consecutive complete fiscal quarter
after the initial reduction pursuant to this clause (1) or at any
anniversary of the end of such fourth fiscal quarter, the Consolidated Free
Cash Flow of the Company for the preceding four quarters has been zero or
greater, in which event the amount of the increase shall be the amount by
which the consolidated capital expenditures of the Company and its
Restricted Subsidiaries not financed by Indebtedness referred to in clause
(vi) of this definition during such four-quarter period exceeds Consolidated
Depreciation Expense for such period (provided any such increase shall be
made only to the extent all such reductions occurring prior to the four
fiscal quarters for which such calculation of Consolidated Free Cash Flow
has been made exceed all prior increases pursuant to this clause (1));
(2) (A) the aggregate amount permitted to be incurred under clause (a)
shall be reduced by (x) the principal amount outstanding under the Credit
Agreements on the date of the Senior Debt Securities Indenture net of
subsequent reductions thereof, and (B) the aggregate amount permitted to be
incurred under clause (b) shall be reduced by the principal amount
outstanding under the Pledge and Administration Agreement, dated as of
August 15, 1991, between Stone Financial Corporation and Castlewood Funding
Corporation (the "Castlewood Agreement") on the date of the Senior Debt
Securities Indenture net of subsequent reductions thereof;
(3) the Permitted Indebtedness contemplated by this clause (i) may be
incurred by the Company and, in the case of Permitted Indebtedness
constituting Indebtedness under clause (ii) of the definition of
Indebtedness, by the Company or any Restricted Subsidiary; and
(4) any Restricted Subsidiary in the Stone-Consolidated Group may incur,
assume or guarantee any Indebtedness under clauses (i)(a) and (i)(b) above:
(A) under any revolving credit facilities of Restricted Subsidiaries in the
Stone-Consolidated Group entered into pursuant to this clause (i) for which
the aggregate amount committed thereunder does not exceed an amount equal to
(x) the aggregate amount committed as of the date of the Senior Debt
Securities Indenture under the revolving credit facility of the
Stone-Consolidated Group (the "Canadian Revolver") contained in the Credit
Agreements, PLUS (y) an amount not exceeding $200 million to finance
increases after the date of the Senior Debt Securities Indenture in the
working capital of Restricted Subsidiaries in the Stone-Consolidated Group,
LESS (z) the principal amount outstanding on the date of the Senior Debt
Securities Indenture under the Canadian Revolver (net of subsequent
reductions thereof),
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(B) as to which an officer of the Company shall have determined in good
faith (which determination shall be evidenced by a certificate of such
officer) that such Indebtedness is for a bona fide business purpose of such
Restricted Subsidiary and that during the term of such Indebtedness the
taxable income (before deduction of interest expense) against which the
interest expense for such Indebtedness can be deducted is not reasonably
anticipated to be significantly less than the aggregate interest expense
which can be deducted against such taxable income or (C) which is currently
outstanding under the term loan facility of the U.S. Credit Agreement, such
Indebtedness incurred, assumed or guaranteed under this clause (C) to be in
a principal amount not exceeding (x) the principal amount outstanding as of
the date of the Senior Debt Securities Indenture under the term loan
facility under the U.S. Credit Agreement LESS (y) the proceeds from the sale
of all Senior Debt Securities issued from time to time that are applied to
repay such term loan facility;
(ii) Permitted Subordinated Indebtedness;
(iii) Permitted Refinancing Indebtedness;
(iv) Permitted Stone-Consolidated Indebtedness;
(v) Permitted Existing Indebtedness of an Acquired Person;
(vi) Indebtedness incurred for the purpose of acquiring Capital Stock of
another Person, assets comprising a business or line of business or intangible
assets or acquiring, constructing or improving fixed assets, in each case
related primarily to, or used in connection with, the paper or forest products
businesses and which (a) constitutes all or a portion of (but not more than) the
purchase price of such Capital Stock or assets (such purchase price including
any Indebtedness assumed or repaid in connection with such purchase) or the cost
of construction or improvement of such assets (together with any transaction
costs relating to such purchase, construction or improvement), (b) is incurred
prior to, at the time of or within 270 days after the acquisition, construction
or improvement of such assets for the purpose of financing the purchase price of
such Capital Stock or assets or the cost of construction or improvement thereof
(together with any transaction costs relating to such purchase, construction or
improvement) and (c) is the direct or guaranteed obligation of any of (1) the
Company, (2) a Restricted Subsidiary formed for the purpose of acquiring such
Capital Stock or assets (and having no material assets other than assets to be
used for such acquisition), (3) any Person comprised within the acquired assets
or (4) in the case of the construction or improvement of fixed assets, the
Restricted Subsidiary which will own such assets, or any extension, renewal or
refinancing of such Indebtedness; PROVIDED, HOWEVER, that the amount so
extended, renewed or refinanced shall not exceed the principal amount
outstanding on the date of such extension, renewal or refinancing, PLUS costs
incurred in connection with any such extension, renewal or refinancing (it being
understood that any fixed assets included within capital expenditures which
increased Indebtedness permitted under clause (i) of the definition of Permitted
Indebtedness pursuant to clause (1) to the proviso to such clause may not be
financed pursuant to this clause (vi));
(vii) Indebtedness in an aggregate principal amount not to exceed $300
million at any one time outstanding; PROVIDED, HOWEVER, that no Restricted
Subsidiary may incur Indebtedness under this clause (vii) to the extent that
after the incurrence of such Indebtedness the sum (without duplication) of (x)
all Indebtedness of Restricted Subsidiaries incurred under this clause (vii),
PLUS (y) Indebtedness and other obligations then secured pursuant to clause
(xii) of the definition of Permitted Liens, PLUS (z) the amount of Indebtedness
that was not incurred pursuant to clause (i)(b) of this definition and is
secured pursuant to clause (vi) of the definition of Permitted Liens shall
exceed $300 million;
(viii) Indebtedness of the Company in an aggregate principal amount not to
exceed $250 million at any one time outstanding;
(ix) any Interest Swap Obligations, Currency Agreements or Commodities
Agreements relating to Indebtedness that was not incurred in violation of the
terms of the Senior Debt Securities Indenture; and
(x) Indebtedness to finance an increase in the working capital of any Person
or Persons that (a) are organized under the laws of a jurisdiction other than
the United States or any subdivision thereof and (b) became Restricted
Subsidiaries after the date of the Senior Debt Securities Indenture; PROVIDED,
HOWEVER, that Indebtedness pursuant to this clause (x) is the obligation of the
Company or such Person or Persons.
"PERMITTED LIENS" means, with respect to any Person,
(i) Ordinary Course of Business Liens;
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(ii) Liens upon property or assets acquired or constructed by such Person or
any Affiliate after the date of the Senior Debt Securities Indenture or
constituting improvements after the date of the Senior Debt Securities Indenture
to property or assets; PROVIDED, HOWEVER, that (a) any such Lien is created
solely for the purpose of securing Indebtedness representing, or incurred to
finance or refinance, the purchase price (such purpose price including any
Indebtedness assumed or repaid in connection with such purchase) or cost of
construction of the property or assets subject thereto or of such improvement,
(b) the principal amount of the Indebtedness secured by such Lien does not
exceed 100% of such purchase price or cost (together with any transaction costs
relating to such purchase, construction or improvement), (c) such Lien does not
extend to or cover any other property or assets other than such property,
assets, improvement and any other improvements thereon (or, in the case of any
construction or improvement, any substantially unimproved real property on which
the property is constructed or the improvement is located) and (d) the
occurrence of such Indebtedness is permitted by clause (vi) of the definition of
Permitted Indebtedness;
(iii) Liens securing obligations with respect to letters of credit (other
than commercial letters of credit) to the extent the obligations supported by
such letters of credit may be secured without violating the limitation on liens
described under "Limitation on Future Liens and Guaranties;"
(iv) Liens covering property subject to any Capitalized Lease Obligation or
other lease which was not entered into in violation of the Senior Debt
Securities Indenture securing the interest of the lessor or other Person under
such Capitalized Lease Obligation or other lease;
(v) Liens securing obligations to a trustee pursuant to the compensation and
indemnity provisions of any indenture (including the Senior Debt Securities
Indenture) and Liens securing obligations to a trustee or agent with respect to
collateral for any Indebtedness;
(vi) Liens created in connection with a disposition of Receivables (whether
or not characterized as a sale of such Receivables or a secured loan) not
prohibited by the Senior Debt Securities Indenture on (a) such Receivables, (b)
collateral securing such Receivables, (c) goods or services, the sale, lease or
furnishing of which gave rise to such Receivables, (d) books and records
relating to such Receivables, (e) agreements or arrangements supporting or
securing such Receivables and (f) incidental property and assets relating to any
of the foregoing; PROVIDED, HOWEVER, that the aggregate amount at any time of
Indebtedness that is secured pursuant to this clause (vi) and was not incurred
pursuant to clause (i)(b) of the definition of Permitted Indebtedness, shall at
no time exceed (x) $300 million LESS (y) the sum of Indebtedness and other
obligations then secured pursuant to clause (xii) of this definition PLUS the
then outstanding principal amount of Indebtedness of Restricted Subsidiaries
incurred under clause (vii) of the definition of Permitted Indebtedness (and not
secured pursuant to this clause (vi) or such clause (xii));
(vii) Liens upon property or assets of the Company created in substitution
and exchange for a Permitted Lien upon other property or assets of the Company
or any of its Subsidiaries and Liens upon property or assets of any Subsidiaries
of the Company created in substitution and exchange for a Permitted Lien upon
other property or assets of any Subsidiaries of the Company; PROVIDED, HOWEVER,
that (a) such Permitted Lien is released contemporaneously with the creation of
the Lien in substitution therefor, (b) the fair market value of the property or
assets with respect to the Lien so released is substantially the same as the
fair market value of the property or assets subject to the Lien created in
substitution therefor and (c) no Lien may be placed on property or assets of the
Company or a Restricted Subsidiary in substitution and exchange for a Lien upon
property or assets of an Unrestricted Subsidiary;
(viii) Liens upon property or assets of a Subsidiary of a Person securing
Indebtedness of such Person or of such Subsidiary, which Liens are created in
substitution and exchange for an outstanding pledge by such Person of a majority
of the Capital Stock of such Subsidiary for the purpose of securing such
Indebtedness (or a guaranty in respect thereof); PROVIDED, HOWEVER, that if the
property and assets of such Subsidiary to be subjected to such Liens have a fair
market value in excess of $25 million, such Subsidiary shall have guaranteed the
obligations of the Company in respect of the Senior Debt Securities and, if
requested by the Trustee, such Subsidiary shall have waived all its rights of
subrogation and reimbursement from the Company in connection with such guaranty;
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(ix) Liens upon any property or assets (a) existing at the time of
acquisition thereof by the Company or any Subsidiary, (b) of a Person existing
at the time such Person is merged with or into or consolidated with the Company
or any Subsidiary of the Company or existing at the time of a sale or transfer
of any such property or assets of such Person to the Company or any Subsidiary
of the Company or (c) of a Person existing at the time such Person becomes a
Subsidiary of the Company; PROVIDED, HOWEVER, that such Liens shall not have
been created in contemplation of such sale, merger, consolidation, transfer or
acquisition;
(x) Liens existing at the date of the Senior Debt Securities Indenture;
(xi) (a) Liens upon any property or assets of the Company and its Restricted
Subsidiaries securing Indebtedness under the Credit Agreements in a principal
amount not exceeding the principal amount outstanding or committed under the
Credit Agreements (including any letter of credit facility, but without
duplication with respect to commitments for loans the use of proceeds of which
is restricted to repayment of other Indebtedness under the Credit Agreements) as
of the date of the Senior Debt Securities Indenture LESS (y) the proceeds from
the sale of all Senior Debt Securities issued from time to time that are applied
to repay Indebtedness under the Credit Agreements and PLUS (z) $250 million and
(b) Liens securing Indebtedness permitted by clause (i) of the definition of
Permitted Indebtedness upon property or assets that as of the date of the Senior
Debt Securities Indenture secured the Credit Agreements or the Castlewood
Agreement;
(xii) Liens securing Indebtedness or other obligations of the Company and its
Restricted Subsidiaries not to exceed an aggregate principal amount of $350
million LESS, at any time, the sum of (y) the then outstanding principal amount
of Indebtedness of Restricted Subsidiaries incurred under clause (vii) of the
definition of Permitted Indebtedness (and not secured pursuant to this clause
(xii) or clause (vi) of this definition) PLUS (z) the amount of Indebtedness
secured pursuant to clause (vi) of this definition and not incurred pursuant to
clause (i)(b) of the definition of Permitted Indebtedness;
(xiii) Liens upon property or assets of a Subsidiary securing Indebtedness or
other obligations owing to the Company;
(xiv) Liens on proceeds of any property or assets subject to a Lien permitted
by the other clauses of this definition;
(xv) any equal and ratable Lien that is granted pursuant to the Continental
Guaranty and that relates to a Lien that otherwise constitutes a Permitted Lien;
(xvi) Liens on property or assets used to defease Indebtedness that was not
incurred in violation of the Senior Debt Securities Indenture;
(xvii) Liens on property or assets of any Restricted Subsidiary organized
under the laws of a jurisdiction other than the United States or any subdivision
thereof securing Indebtedness of such Restricted Subsidiary outstanding as of
the date of the Senior Debt Securities Indenture (or any extension, renewal or
refinancing thereof); and
(xviii) any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of any Lien referred to in the
foregoing clauses (i) through (xvii) (covering the same property and assets as
such Lien);
PROVIDED, HOWEVER, that no Lien described in any of the foregoing clauses other
than clause (xi)(a) shall encumber the rights of the Company with respect to
Indebtedness, obligations and other liabilities owed to the Company by any
Restricted Subsidiary or to any Restricted Subsidiary by the Company or another
Restricted Subsidiary.
"'PERMITTED REFINANCING INDEBTEDNESS" means Indebtedness of (i) the Company
to the extent exchanged for, or the net proceeds of which are used to refinance,
redeem or defease, Indebtedness of the Company or any Restricted Subsidiary (or
any extension, renewal or refinancing thereof) outstanding at the time of
incurrence of such subsequent Indebtedness, or to finance any costs incurred in
connection with any such exchange, refinancing, redemption or defeasance, (ii) a
Restricted Subsidiary to the extent exchanged for, or the net proceeds of which
are used to refinance, redeem or defease, Indebtedness of such Restricted
Subsidiary (or any extension, renewal or refinancing thereof) outstanding at the
time of incurrence of such subsequent Indebtedness, or to finance any costs
incurred in connection with any such exchange, refinancing, redemption or
defeasance, or (iii) the Company or a
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Restricted Subsidiary to the extent exchanged for, or the net proceeds of which
are used to refinance, redeem or defease, any then outstanding industrial
revenue or development bonds that were outstanding at the date of the Senior
Debt Securities Indenture (or any extension, renewal or refinancing thereof), or
to finance any costs incurred in connection with such exchange, refinancing or
defeasance; PROVIDED, HOWEVER, that, in the case of (i) (ii) or (iii), the
proceeds of such Indebtedness shall be used to so refinance, redeem or defease
the Indebtedness within 12 months of the incurrence of such subsequent
Indebtedness; and PROVIDED, FURTHER, that the only Indebtedness which may be
subject to exchange, refinancing, redemption or defeasance pursuant to clause
(i), (ii) or (iii) of this definition shall be Indebtedness outstanding as of
the date of the Senior Debt Securities Indenture (other than Indebtedness under
the Credit Agreements, Subordinated Indebtedness and Indebtedness under lines of
credit) or any extension, renewal or refinancing thereof, and Indebtedness that
is incurred after the date of the Senior Debt Securities Indenture (other than
solely as Permitted Indebtedness).
"PERMITTED STONE-CONSOLIDATED INDEBTEDNESS" means Indebtedness of the
Company or a Restricted Subsidiary in the Stone-Consolidated Group outstanding
pursuant to lines of credit in an aggregate principal amount not to exceed U.S.
$100 million (of which not more than Canadian $60 million, or such greater
amount as may be determined and evidenced in the manner specified in clause
(4)(B) to the proviso to clause (i) of the definition of Permitted Indebtedness,
may be owed by Restricted Subsidiaries in the Stone-Consolidated Group) at any
one time outstanding or pursuant to any extension, renewal or refinancing of
such outstanding amount PLUS any costs incurred in connection with any such
extension, renewal or refinancing; PROVIDED, HOWEVER, that the aggregate
principal amount permitted to be incurred under this definition shall be reduced
by the principal amount under lines of credit outstanding on the date of the
Senior Debt Securities Indenture net of subsequent repayments or reductions
thereof.
"PERMITTED SUBORDINATED INDEBTEDNESS" means (i) Subordinated Indebtedness
of the Company to the extent exchanged for, or the net proceeds of which are
used to refinance, redeem or defease, then outstanding Subordinated Indebtedness
of the Company that was outstanding at the date of the Senior Debt Securities
Indenture (or any extension, renewal or refinancing thereof), or to finance any
costs incurred in connection with any such exchange, refinancing, redemption or
defeasance; PROVIDED, HOWEVER, that (a) such Subordinated Indebtedness does not
have a shorter weighted average life than that then remaining for, or a maturity
earlier than that of, the Indebtedness so exchanged, refinanced, redeemed or
defeased, except that in the case of any exchange, such Subordinated
Indebtedness may have a maturity that is earlier (but not more than six months
earlier) than that of the Indebtedness so exchanged, provided that the
Subordinated Indebtedness shall have the same or a longer weighted average life
than that then remaining for the Indebtedness so exchanged and (b) in the case
of refinancings, redemptions or defeasances, the proceeds of such Subordinated
Indebtedness shall be used to so refinance, redeem, or defease the Indebtedness
within 12 months of the incurrence of such subsequent Subordinated Indebtedness;
and (ii) Indebtedness of the Company in an aggregate principal amount not to
exceed $250 million at any one time outstanding, so long as such Indebtedness
(a) constitutes Subordinated Indebtedness and (b) does not have a weighted
average life that is shorter than that then remaining for the Senior Debt
Securities then Outstanding or a maturity that is earlier than the latest
maturity of the Senior Debt Securities then Outstanding.
"RECEIVABLES" means receivables, chattel paper, instruments, documents or
intangibles evidencing or relating to the right to payment of money.
"REDEEMABLE STOCK" means, with respect to any Person, any Capital Stock
that by its terms or otherwise is required to be redeemed or purchased by such
Person or any of its Subsidiaries prior to 30 days after the latest maturity
date of the Senior Debt Securities of any series then Outstanding, or is
redeemable or subject to mandatory purchase or similar put rights at the option
of the Holder thereof at any time prior to 30 days after the latest maturity
date of the Senior Debt Securities of any series then Outstanding, or any
security which is convertible or exchangeable into a security which has such
provisions.
"RESTRICTED SUBSIDIARY" means any Subsidiary of the Company other than an
Unrestricted Subsidiary.
"SENIOR INDEBTEDNESS" means the principal of, interest on and other amounts
due on (i) Indebtedness of the Company, whether outstanding on the date of the
Senior Debt Securities Indenture or thereafter created, incurred, assumed or
guaranteed by the Company in compliance with the Senior Debt Securities
Indenture, (ii) obligations of the Company related to the termination of
Interest Swap Obligations, Currency Agreements or Commodities
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Agreements pertaining to Indebtedness described under clause (i) above and (iii)
principal of or interest on the Senior Debt Securities. Notwithstanding anything
to the contrary in the foregoing, Senior Indebtedness shall not include: (a)
Subordinated Indebtedness, (b) Indebtedness of or amounts owed by the Company
for compensation to employees, for goods or materials purchased in the ordinary
course of business or for services or (c) Indebtedness of the Company to a
Subsidiary of the Company.
"SPECIFIED BANK DEBT" means (i) all Indebtedness and other monetary
obligations owing now or hereafter by the Company under the Credit Agreements
and the Company's guaranty of any Indebtedness or other monetary obligation of
any of its Subsidiaries under the Credit Agreements or any credit facilities
with the banks signatory to the Credit Agreements (or with banks affiliated with
such banks) so long as such facilities are related to the Credit Agreements (the
"Guaranteed Related Bank Facilities"); and (ii) Indebtedness owing now or
hereafter to banks or other financial institutions under credit facilities which
may in the future refinance, refund, replace, supplement or succeed (regardless
of any gaps in time) the Credit Agreements or Guaranteed Related Bank Facilities
(including extensions and restructurings and the inclusion of additional or
different or substitute lenders), so long as (a) the aggregate principal amount
outstanding (including available amounts under committed revolving credit or
similar working capital facilities, letter of credit facilities and other
commitments to provide credit) of such Indebtedness is at least equal to the
principal of all Senior Debt Securities then Outstanding (it being understood
that Indebtedness described in clause (i) above and issues of Indebtedness
having a principal amount lower than set forth in clause (b) below shall not be
included in this amount), (b) Indebtedness outstanding under each particular
credit facility has a principal amount outstanding (including available amounts
under committed revolving credit or similar working capital facilities, letter
of credit facilities and other commitments to provide credit) of at least $25
million and (c) such Indebtedness constitutes Senior Indebtedness.
"STONE-CONSOLIDATED GROUP" means Stone-Consolidated Inc. (now Stone
Container (Canada) Inc.) and its Subsidiaries existing as of the date of the
Senior Debt Securities Indenture.
"SUBORDINATED CAPITAL BASE" means the sum of (i) the Consolidated Net Worth
and (ii) to the extent not included in clause (i) above, the amounts (without
duplication) relating to (a) the principal amount of Subordinated Indebtedness
incurred after the date of the Senior Debt Securities Indenture which is
unsecured and which does not have at the time of incurrence of such Subordinated
Indebtedness a weighted average life that is shorter than the weighted average
life remaining for the Senior Debt Securities then Outstanding or a maturity
that is earlier than the latest maturity of the Senior Debt Securities then
Outstanding of any series; (b) redeemable stock of the Company that does not
constitute Redeemable Stock and (c) the principal amount of the 12 1/8%
Subordinated Debenture due September 15, 2001 of the Stone Southwest, Inc., the
11 1/2% Senior Subordinated Notes due September 1, 1999 of the Company and the
13 5/8% Subordinated Notes due June 1, 1995 of the Company or any Subordinated
Indebtedness exchanged for, or the net proceeds of which are used to refinance,
redeem or defease, such 11 1/2% Senior Subordinated Notes due September 1, 1999
or 13 5/8% Subordinated Notes due June 1, 1995 pursuant to clause (ii) of the
definition of "Permitted Indebtedness," that, in the case of clauses (a), (b)
and (c), as at the date of determination, in conformity with GAAP consistently
applied, would be set forth on the consolidated balance sheet of the Company and
its Restricted Subsidiaries.
"SUBORDINATED INDEBTEDNESS" means Indebtedness of the Company (whether
outstanding on the date of the Senior Debt Securities Indenture or thereafter
created, incurred, assumed or guaranteed by the Company) which, pursuant to the
terms of the instrument creating or evidencing the same, is subordinate to the
Senior Debt Securities in right of payment or in rights upon liquidation.
"SUBSIDIARY" means, with respect to any Person, (i) any corporation of
which at least a majority in interest of the outstanding Capital Stock having by
the terms thereof voting power under ordinary circumstances to elect directors
of such corporation, irrespective of whether or not at the time stock of any
other class or classes of such corporation shall have or might have voting power
by reason of the happening of any contingency, is at the time, directly or
indirectly, owned or controlled by such Person, or by one or more corporations a
majority in interest of such stock of which is similarly owned or controlled, or
by such Person and one or more other corporations a majority in interest of such
stock of which is similarly owned or controlled or (ii) any other Person (other
than a corporation) in which such Person, directly or indirectly, at the date of
determination thereof, has at least a majority equity ownership interest;
PROVIDED, HOWEVER, that, with respect to the Company, for purposes of the Senior
Debt
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Securities Indenture (other than the covenant referred to in the second
paragraph of "Limitation on Future Liens and Guaranties" above), "Subsidiary"
shall not include Stone Savannah River Pulp & Paper Corporation or Seminole
Kraft Corporation, each a Delaware corporation.
"UNRESTRICTED SUBSIDIARY" means a Subsidiary of the Company which has been
designated as an "Unrestricted Subsidiary" for purposes of the Senior Debt
Securities Indenture by the Company and (a) at least 20% of whose common stock
is held by one or more Persons (other than the Company and its Affiliates) which
acquired such common stock in a bona fide transaction for fair value and (b) at
least 10% of whose total capitalization at the time of designation is in the
form of common stock or at least 15% of the fair market value of whose assets at
such time shall have been contributed by such Person. An Unrestricted Subsidiary
may be designated to be a Restricted Subsidiary only if, at the time of such
designation, all Indebtedness and Liens of such Subsidiary could be incurred
under the Senior Debt Securities Indenture.
PARTICULAR TERMS OF THE SENIOR
SUBORDINATED DEBT SECURITIES AND
SUBORDINATED DEBT SECURITIES
The following description of the Senior Subordinated Debt Securities and the
Subordinated Debt Securities sets forth the general terms and provisions of the
Senior Subordinated Debt Securities or Subordinated Debt Securities to which any
Prospectus Supplement may relate. Additional terms of the Senior Subordinated
Debt Securities and the Subordinated Debt Securities, respectively, are
described below. The specific terms of the Senior Subordinated Debt Securities
or Subordinated Debt Securities offered by any Prospectus Supplement and the
extent, if any, to which such general provisions may apply will be described in
the Prospectus Supplement relating to such Senior Subordinated Debt Securities
or Subordinated Debt Securities.
For purposes of the description of the Senior Subordinated Debt Securities
and the Subordinated Debt Securities under the captions "Particular Terms of the
Senior Subordinated Debt Securities and Subordinated Debt Securities,"
"Additional Terms of the Senior Subordinated Debt Securities" and "Additional
Terms of the Subordinated Debt Securities," certain defined terms have the
following meanings:
"SENIOR INDEBTEDNESS" means the principal of, interest on and other amounts
due on (i) Indebtedness of the Company, whether outstanding on the dates of the
Senior Subordinated Debt Securities Indenture or the Subordinated Debt
Securities Indenture or thereafter created, incurred, assumed or guaranteed by
the Company in compliance with the Senior Subordinated Debt Securities Indenture
or the Subordinated Debt Securities Indenture, for money borrowed from banks or
other financial institutions, including, without limitation, money borrowed
under the Credit Agreements and any refinancings or refundings thereof; (ii)
Indebtedness of the Company, whether outstanding on the dates of the Senior
Subordinated Debt Securities Indenture or the Subordinated Debt Securities
Indenture or thereafter created, incurred, assumed or guaranteed by the Company
in compliance with the Senior Subordinated Debt Securities Indenture or the
Subordinated Debt Securities Indenture, which is not Senior Subordinated
Indebtedness or Junior Subordinated Indebtedness; and (iii) Indebtedness of the
Company under interest rate swaps, caps or similar hedging agreements and
foreign exchange contracts, currency swaps or similar agreements.
Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness
shall not include: (a) Indebtedness of or amounts owed by the Company for
compensation to employees, or for goods or materials purchased in the ordinary
course of business, or for services, or (b) Indebtedness of the Company to a
subsidiary of the Company.
"INDEBTEDNESS" means, with respect to any person, (i) any obligation of such
person to pay the principal of, premium, if any, interest on (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company, whether or not a claim for such
post-petition interest is allowed in such proceeding), penalties, reimbursement
or indemnification amounts, fees, expenses or other amounts relating to any
indebtedness and any other liability, contingent or otherwise, of such person
(A) for borrowed money (whether or not the recourse of the lender is to the
whole of the assets of such person or only to a portion thereof), (B) evidenced
by a note, debenture or similar instrument (including a purchase money
obligation) given in connection with the acquisition of any property or assets
(other than inventory or similar property acquired in the ordinary course of
business), including securities, (C) for goods, materials or services purchased
in the ordinary
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course of business, (D) for any letter of credit or performance bond in favor of
such person, or (E) for the payment of money relating to a Capitalized Lease
Obligation; (ii) any liability of others of the kind described in the preceding
clause (i), which the person has guaranteed or which is otherwise its legal
liability; (iii) any obligation secured by a Lien to which the property or
assets of such person are subject, whether or not the obligations secured
thereby shall have been assumed by or shall otherwise be such person's legal
liability; and (iv) any and all deferrals, renewals, extensions and refunding
of, or amendments, modifications or supplements to, any liability of the kind
described in any of the preceding clauses (i), (ii) or (iii). The amount of
Indebtedness of any person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above, plus the maximum
amount of any contingent obligations as described above, in each case at such
date.
"SENIOR SUBORDINATED INDEBTEDNESS" means Indebtedness of the Company
(whether outstanding on the dates of the Senior Subordinated Debt Securities
Indenture or the Subordinated Debt Securities Indenture or thereafter created,
incurred, assumed or guaranteed by the Company) which, pursuant to the terms of
the instrument creating or evidencing the same, is subordinate in right of
payment to the Senior Indebtedness and senior in right of payment to the Junior
Subordinated Indebtedness.
"JUNIOR SUBORDINATED INDEBTEDNESS" means Indebtedness of the Company
(whether outstanding on the dates of the Senior Subordinated Debt Securities
Indenture or the Subordinated Debt Securities Indenture or thereafter created,
incurred, assumed or guaranteed by the Company) which, pursuant to the terms of
the instrument creating or evidencing the same, is subordinate in right of
payment to the Senior Indebtedness and the Senior Subordinated Indebtedness.
CHANGE IN CONTROL
Upon the occurrence of a Change in Control (the "Change in Control Date")
and subject to the requirements of the next succeeding sentence, each Holder of
Senior Subordinated Debt Securities or Subordinated Debt Securities shall have
the right, at the Holder's option, to require the Company to purchase all or any
part (provided that the principal amount must be $1,000 or an integral multiple
thereof) of such Holder's Senior Subordinated Debt Securities or Subordinated
Debt Securities pursuant to the offer described below (the "Change in Control
Offer") at a purchase price equal to 101% of the principal amount of such Senior
Subordinated Debt Securities or Subordinated Debt Securities plus accrued and
unpaid interest, if any, to the date of such purchase. It shall be a condition
precedent to such right of any Holder to require the purchase of any such Senior
Subordinated Debt Securities or Subordinated Debt Securities that prior thereto,
and prior to giving the notice to Holders provided below, the Company shall have
first (1) repaid in full in cash all Specified Bank Debt or (2) obtained the
requisite consent of holders of such Specified Bank Debt to permit the purchase
of such Senior Subordinated Debt Securities or Subordinated Debt Securities.
Promptly upon satisfaction of either one of the conditions precedent
described above, the Company shall mail a notice (which notice shall contain all
instructions and materials necessary to enable Holders to tender Senior
Subordinated Debt Securities or Subordinated Debt Securities) to each Holder of
Senior Subordinated Debt Securities or Subordinated Debt Securities of each
applicable series. All Senior Subordinated Debt Securities or Subordinated Debt
Securities of each applicable series tendered will be accepted for payment on a
date which shall be no earlier than 30 days nor later than 40 days from the date
such notice is mailed (the "Change in Control Payment Date").
On the Change in Control Payment Date, the Company shall accept for payment
Senior Subordinated Debt Securities or Subordinated Debt Securities of each
applicable series or portions thereof tendered pursuant to the Change in Control
Offer, and deposit with the applicable Paying Agent money sufficient to pay the
purchase price of all Senior Subordinated Debt Securities or Subordinated Debt
Securities of each applicable series or portions thereof so accepted. The
applicable Paying Agent shall promptly mail or deliver to the Holder of Senior
Subordinated Debt Securities or Subordinated Debt Securities of each applicable
series so accepted payment in an amount equal to the purchase price, and the
applicable Trustee shall promptly authenticate and mail or make available for
delivery to such Holder a new Senior Subordinated Debt Security or Subordinated
Debt Security of the same series as, and equal in principal amount to, any
unpurchased portion of the Senior Subordinated Debt Security or Subordinated
Debt Security surrendered. The Company will publicly announce the results of the
Change in Control Offer.
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Whether a Change in Control has occurred depends entirely on the
accumulation of Common Stock of the Company and on certain changes in the
composition of the Company's Board of Directors. As a result, the Company can
enter into certain highly leveraged transactions, including certain
recapitalizations, mergers or stock repurchases, that would not result in the
application of the Change in Control provisions. With respect to any Change in
Control Offer, the Company intends to comply with the requirements of Section
14(e), Rule 14e-1 and Rule 13e-4 under the Exchange Act, if then applicable.
The Change in Control purchase feature of the Senior Subordinated Debt
Securities and the Subordinated Debt Securities may in certain circumstances
make more difficult or discourage a takeover of the Company and, thus, the
removal of incumbent management. The Change in Control purchase feature,
however, is not the result of management's knowledge of any specific effort to
accumulate shares of Common Stock or to obtain control of the Company by means
of a merger, tender offer, solicitation or otherwise, or part of a plan by
management to adopt a series of anti-takeover provisions. Instead, the Change in
Control purchase feature is a standard term contained in other similar debt
offerings. Change in control provisions are also contained in the Credit
Agreements and other indentures.
If a Change in Control were to occur, there can be no assurance that the
required condition precedent to a Holder's right to require the purchase of the
Senior Subordinated Debt Securities or Subordinated Debt Securities will be
satisfied. In addition, there can be no assurance that the Company would have
sufficient funds to pay the required purchase price for all the Senior
Subordinated Debt Securities or Subordinated Debt Securities tendered by the
Holders thereof. The Company's ability to purchase the Senior Subordinated Debt
Securities or Subordinated Debt Securities tendered upon a Change in Control may
be limited by the terms of its then-existing borrowing and other agreements. The
subordination provisions of the Senior Subordinated Debt Securities Indenture
and the Subordinated Debt Securities Indenture may limit the ability of the
Company to purchase the Senior Subordinated Debt Securities or Subordinated Debt
Securities if an event of default has occurred with respect to the Senior
Indebtedness. See "-- Additional Terms of the Senior Subordinated Debt
Securities -- Subordination" and "-- Additional Terms of the Subordinated Debt
Securities -- Subordination."
As of September 30, 1993, approximately $1.7 billion of Specified Bank Debt
was outstanding.
Because the definitions of "Change in Control" and "Acquiring Person"
exclude the Company, any Subsidiary of the Company and certain members of the
Stone family, certain transactions in which such entities and persons
participate as beneficial owners of Common Stock (including, among others, a
leveraged buyout or recapitalization) would not constitute a Change in Control.
Other provisions of the Senior Subordinated Debt Securities Indenture or the
Subordinated Debt Securities Indenture may be applicable in the event of a
highly leveraged transaction by the Company. See "Description of Debt Securities
- -- Particular Terms of the Senior Subordinated Debt Securities and Subordinated
Debt Securities -- Restrictions on Mergers and Consolidations and Sales of
Assets" and "-- Additional Terms of the Senior Subordinated Debt Securities --
Minimum Net Worth Interest Rate Adjustment." The Board of Directors of the
Company may not unilaterally waive these provisions.
For purposes of the Senior Subordinated Debt Securities Indenture and the
Subordinated Debt Securities Indenture, the definitions of "Change in Control,"
"Acquiring Person," "Continuing Director" and "Specified Bank Debt" have
identical meanings as the definitions used in the Senior Debt Securities
Indenture except for references to the specific Debt Securities being issued and
the applicable Indenture. See "Description of Debt Securities -- Particular
Terms of the Senior Debt Securities -- Certain Definitions."
RESTRICTIONS ON MERGERS AND CONSOLIDATIONS AND SALES OF ASSETS
The Company shall not consolidate with, merge with or into any other
corporation (whether or not the Company shall be the surviving corporation), or
sell, assign, transfer or lease all or substantially all of its properties and
assets as an entirety or substantially as an entirety to any Person or group of
affiliated Persons, in one transaction or a series of related transactions,
unless: (1) either the Company shall be the continuing Person or the Person (if
other than the Company) formed by such consolidation or with which or into which
the Company is merged or the Person (or group of affiliated Persons) to which
all or substantially all the properties and assets of the Company are sold,
assigned, transferred or leased is a corporation (or constitute corporations)
organized under
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the laws of the United States or any State thereof or the District of Columbia
and expressly assumes, by indentures supplemental to the Senior Subordinated
Debt Securities Indenture or the Subordinated Debt Securities Indenture, as the
case may be, all the obligations of the Company under the Senior Subordinated
Debt Securities or Subordinated Debt Securities, as the case may be, and the
respective Indentures; (2) immediately before and after giving effect to such
transaction or series of related transactions, no Event of Default, and no
Default, with respect to the Senior Subordinated Debt Securities or Subordinated
Debt Securities, as the case may be, shall have occurred and be continuing; (3)
immediately after giving effect to such transaction or series of related
transactions on a pro forma basis, but prior to any purchase accounting
adjustments resulting from the transaction or series of related transactions,
the Net Worth of the Company (or of the surviving, consolidated or transferee
entity if the Company is not continuing) shall be at least equal to the Net
Worth of the Company immediately before such transaction or series of related
transactions; and (4) the Company shall have delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or sale, assignment, transfer or lease and such
supplemental indentures comply with the Senior Subordinated Debt Securities
Indenture or the Subordinated Debt Securities Indenture, as the case may be.
EVENTS OF DEFAULT AND NOTICE THEREOF
The following are Events of Default under the Senior Subordinated Debt
Securities Indenture or the Subordinated Debt Securities Indenture, as the case
may be, with respect to the Senior Subordinated Debt Securities or Subordinated
Debt Securities of any series: (1) failure to pay interest on any Debt
Securities of that series when due, continued for 30 days; (2) failure to pay
the principal of (or premium, if any, on) any Debt Securities of that series
when due and payable at Maturity, upon redemption or otherwise; (3) failure to
observe or perform any other covenant, warranty or agreement contained in the
Debt Securities of that series or in the applicable Indenture (other than a
covenant, agreement or warranty included in the applicable Indenture solely for
the benefit of Debt Securities of a series other than that series), continued
for a period of 60 days after notice has been given to the Company by the
applicable Trustee or Holders of at least 25% in aggregate principal amount of
the Outstanding Debt Securities of that series; (4) failure to pay at final
maturity, or acceleration of, Indebtedness of the Company having an aggregate
principal amount of not less than $25 million, unless cured within 15 days after
notice has been given to the Company by the applicable Trustee or Holders of at
least 25% in aggregate principal amount of the Outstanding Debt Securities of
that series; (5) the entering against the Company of one or more judgments or
decrees involving an aggregate liability of $25 million or more unless vacated,
discharged, satisfied or stayed within 30 days of the entering of such judgments
or decrees; (6) certain events of bankruptcy, insolvency or reorganization
relating to the Company; and (7) any other Event of Default with respect to Debt
Securities of that series specified in the Prospectus Supplement relating
thereto.
Both of the applicable Indentures provides that the applicable Trustee
shall, within 30 days after the occurrence of any Default or Event of Default
with respect to Debt Securities of any series issued under such Indenture, give
the Holders of Debt Securities of that series notice of all uncured Defaults or
Events of Default known to it (the term "Default" to include the events
specified above without grace or notice); PROVIDED, HOWEVER, that, EXCEPT in the
case of an Event of Default or a Default in payment on any Debt Securities of
any series, the applicable Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee or directors
or responsible officers of the applicable Trustee in good faith determine that
the withholding of such notice is in the interest of the Holders of the Debt
Securities of that series.
If an Event of Default with respect to the Senior Subordinated Debt
Securities or Subordinated Debt Securities of any series (other than due to
events of bankruptcy, insolvency or reorganization) occurs and is continuing,
the applicable Trustee or the Holders of at least 25% in aggregate principal
amount of the Outstanding Debt Securities of that series, by notice in writing
to the Company (and to the applicable Trustee if given by the Holders of at
least 25% in aggregate principal amount of the Debt Securities of that series),
may declare the unpaid principal of and accrued interest to the date of
acceleration on all the Outstanding Debt Securities of that series to be due and
payable immediately and, upon any such declaration, the Debt Securities of that
series shall become immediately due and payable.
If an Event of Default occurs due to bankruptcy, insolvency or
reorganization, all unpaid principal (without premium) of and accrued interest
on the Outstanding Senior Subordinated Debt Securities or Subordinated Debt
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Securities of any series IPSO FACTO becomes immediately due and payable without
any declaration or other act on the part of the applicable Trustee or any Holder
of any Senior Subordinated Debt Security or Subordinated Debt Security of that
series.
Any such declaration with respect to Senior Subordinated Debt Securities or
Subordinated Debt Securities of any series may be annulled and past Events of
Default and Defaults (except, unless theretofore cured, an Event of Default or a
Default, in payment of principal of or interest on the Debt Securities of that
series) may be waived by the Holders of a majority of the principal amount of
the Outstanding Debt Securities of that series, upon the conditions provided in
the applicable Indenture.
The Senior Subordinated Debt Securities Indenture and the Subordinated Debt
Securities Indenture provide that the Company shall periodically file statements
with the Trustees regarding compliance by the Company with certain of the
respective covenants thereof and shall specify any Event of Default or Defaults
with respect to Senior Subordinated Debt Securities or Subordinated Debt
Securities of any series, in performing such covenants, of which the signers may
have knowledge.
MODIFICATION OF THE INDENTURES; WAIVER
The Indentures applicable to the Senior Subordinated Debt Securities and the
Subordinated Debt Securities may be modified by the Company and the applicable
Trustee without the consent of any Holders with respect to certain matters,
including (i) to cure any ambiguity, defect or inconsistency or to correct or
supplement any provision which may be inconsistent with any other provision of
the applicable Indenture and (ii) to make any change that does not materially
adversely affect the interests of any Holder of Debt Securities of any series
issued under such Indenture. In addition, under both of the Indentures, certain
rights and obligations of the Company and the rights of Holders of the Senior
Subordinated Debt Securities or Subordinated Debt Securities may be modified by
the Company and the applicable Trustee with the written consent of the Holders
of at least a majority in aggregate principal amount of the Outstanding Senior
Subordinated Debt Securities or Subordinated Debt Securities of each series
affected thereby; but no extension of the maturity of any Senior Subordinated
Debt Securities or Subordinated Debt Securities of any series, reduction in the
interest rate or extension of the time for payment of interest, change in the
optional redemption or repurchase provisions in a manner adverse to any Holder
of Senior Subordinated Debt Securities or Subordinated Debt Securities of any
series issued under the applicable Indenture, other modification in the terms of
payment of the principal of, or interest on, any Senior Subordinated Debt
Securities or Subordinated Debt Securities of any series, or reduction of the
percentage required for modification, will be effective against any Holder of
any Outstanding Senior Subordinated Debt Security or Subordinated Debt Security
of any series issued under the applicable Indenture and affected thereby without
his consent. Neither of the Indentures limits the aggregate amount of Debt
Securities of the Company which may be issued thereunder.
The Holders of a majority in aggregate principal amount of the Outstanding
Senior Subordinated Debt Securities or Subordinated Debt Securities of any
series may on behalf of the Holders of all Debt Securities of that series waive,
insofar as that series is concerned, compliance by the Company with certain
restrictive covenants of the applicable Indenture. The Holders of not less than
a majority in aggregate principal amount of the Outstanding Senior Subordinated
Debt Securities or Subordinated Debt Securities of any series may on behalf of
the Holders of all Debt Securities of that series waive any past Event of
Default or Default under the applicable Indenture with respect to that series,
except an Event of Default or a Default in the payment of the principal of, or
premium, if any, or any interest on any Debt Securities of that series or in
respect of a provision which under the applicable Indenture cannot be modified
or amended without the consent of the Holder of each Outstanding Debt Security
of that series affected.
DEFEASANCE
The Company may terminate its substantive obligations in respect of Senior
Subordinated Debt Securities or Subordinated Debt Securities of any series
(except for its obligations to pay the principal of (and premium, if any, on)
and the interest on the Debt Securities of that series) by (i) depositing with
the applicable Trustee, under the terms of an irrevocable trust agreement, money
or United States Government Obligations sufficient to pay all remaining
indebtedness on the Debt Securities of that series, (ii) delivering to the
applicable Trustee either an Opinion of Counsel or a ruling directed to the
applicable Trustee from the Internal Revenue Service to the effect that the
Holders of the Debt Securities of that series will not recognize income, gain or
loss for federal income tax
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purposes as a result of such deposit and termination of obligations, and (iii)
complying with certain other requirements set forth in the applicable Indenture.
In addition, the Company may terminate all of its substantive obligations in
respect of Senior Subordinated Debt Securities or the Subordinated Debt
Securities of any series (including its obligations to pay the principal of (and
premium, if any, on) and interest on the Debt Securities of that series) by (i)
depositing with the applicable Trustee, under the terms of an irrevocable trust
agreement, money or United States Government Obligations sufficient to pay all
remaining indebtedness on the Debt Securities of that series, (ii) delivering to
the applicable Trustee either a ruling directed to the applicable Trustee from
the Internal Revenue Service to the effect that the Holders of the Debt
Securities of that series will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit and termination of obligations
or an Opinion of Counsel, based upon such a ruling or a change in the applicable
federal tax law since the date of the applicable Indenture, to such effect, and
(iii) complying with certain other requirements set forth in the applicable
Indenture.
THE TRUSTEES
Norwest Bank Minnesota, National Association, is the Trustee under the
Senior Subordinated Debt Securities Indenture, and The Bank of New York is the
Trustee under the Subordinated Debt Securities Indenture.
The Company maintains normal commercial banking relations with The Bank of
New York, which is also a lender under the Credit Agreements and the Trustee
under the Senior Debt Securities Indenture and other indentures of the Company.
In addition, Norwest Bank Minnesota, National Association, is the trustee of the
indenture relating to the 8 7/8% Convertible Notes.
ADDITIONAL TERMS OF THE SENIOR SUBORDINATED
DEBT SECURITIES
The following terms apply solely to the Senior Subordinated Debt Securities.
See "Description of Debt Securities -- Particular Terms of the Senior
Subordinated Debt Securities and Subordinated Debt Securities" for other terms
which are also applicable to the Senior Subordinated Debt Securities. The
particular terms of the Senior Subordinated Debt Securities offered by any
Prospectus Supplement and the extent, if any, to which such general provisions
may apply to the Senior Subordinated Debt Securities so offered will be
described in the Prospectus Supplement relating to such Senior Subordinated Debt
Securities.
SUBORDINATION
The payment of the principal of, interest on or any other amounts due on the
Senior Subordinated Debt Securities will be subordinated in right of payment to
the prior payment in full of all Senior Indebtedness of the Company. No payment
on account of principal of, redemption of, interest on or any other amounts due
on the Senior Subordinated Debt Securities and no redemption, purchase or other
acquisition of the Senior Subordinated Debt Securities may be made unless (i)
full payment of amounts then due for principal, sinking funds, interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company, whether or not a claim
for such post-petition interest is allowed in such proceeding), penalties,
reimbursement or indemnification amounts, fees and expenses, and of all other
amounts then due on all Senior Indebtedness have been made or duly provided for
pursuant to the terms of the instrument governing such Senior Indebtedness, and
(ii) at the time for, or immediately after giving effect to, any such payment,
redemption, purchase or other acquisition, there shall not exist under any
Senior Indebtedness or any agreement pursuant to which any Senior Indebtedness
has been issued, any default which shall not have been cured or waived and which
shall have resulted in the full amount of such Senior Indebtedness being
declared due and payable. In addition, the Senior Subordinated Debt Securities
Indenture provides that if the holders of any Senior Indebtedness notify the
Company and the Senior Subordinated Debt Securities Trustee that a default has
occurred giving the holders of such Senior Indebtedness the right to accelerate
the maturity thereof, no payment on account of principal, sinking fund or other
redemption, interest or any other amounts due on the Senior Subordinated Debt
Securities and no purchase, redemption or other acquisition of the Senior
Subordinated Debt Securities will be made for the period (the "Payment Blockage
Period") commencing on the date notice is received and ending on the earlier of
(A) the date on which such event of default shall have been cured or waived or
(B) 180 days from the date notice is received. Notwithstanding the foregoing,
only one payment blockage notice with respect to the same event of default or
any other events of default existing and known to the person giving such notice
at the time of such notice on the same
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issue of Senior Indebtedness may be given during any period of 360 consecutive
days. No new Payment Blockage Period may be commenced by the holders of Senior
Indebtedness during any period of 360 consecutive days unless all events of
default which triggered the preceding Payment Blockage Period have been cured or
waived. The Senior Subordinated Debt Securities Indenture provisions described
in this paragraph, however, do not prevent the Company from making a mandatory
redemption payment, if any, with Senior Subordinated Debt Securities acquired
prior to the happening of such a default as described in this paragraph. Upon
any distribution of its assets in connection with any dissolution, winding-up,
liquidation or reorganization of the Company or acceleration of the principal
amount due on the Senior Subordinated Debt Securities because of an Event of
Default, all Senior Indebtedness must be paid in full before the Holders of the
Senior Subordinated Debt Securities are entitled to any payments whatsoever.
The Senior Subordinated Debt Securities Indenture does not restrict the
amount of Senior Indebtedness or other indebtedness of the Company or any
subsidiary of the Company, except that the Company may not incur any
Indebtedness which is senior to the Senior Subordinated Debt Securities but
subordinate to Senior Indebtedness. As of July 12, 1993, the Company's Senior
Indebtedness aggregated approximately $2.6 billion.
As a result of these subordination provisions, in the event of the Company's
insolvency, holders of the Senior Subordinated Debt Securities may recover
ratably less than general creditors of the Company.
The payment of the principal of, interest on or any other amounts due on
Junior Subordinated Indebtedness will be subordinated in right of payment to the
prior payment in full of the Senior Subordinated Debt Securities.
The Senior Subordinated Debt Securities are subordinate to the indebtedness
under the Credit Agreements, the Company's 11 7/8% Senior Notes due December 1,
1998 and the 12 5/8% Senior Notes due July 15, 1998 and are senior to the
Company's 13 5/8% Subordinated Notes due June 1, 1995 and its 6 3/4% Convertible
Subordinated Debentures due February 15, 2007. The Senior Subordinated Debt
Securities will rank PARI PASSU in right of payment to all existing and future
Senior Subordinated Indebtedness, including with the Company's outstanding
10 3/4% Senior Subordinated Notes due June 15, 1997, its 11% Senior Subordinated
Notes due August 15, 1999, the 11 1/2% Senior Subordinated Notes due September
1, 1999, the 8 7/8% Convertible Senior Subordinated Notes due July 15, 2000, and
its 10 3/4% Senior Subordinated Debentures due April 1, 2002.
MINIMUM NET WORTH INTEREST RATE ADJUSTMENT
The Senior Subordinated Debt Securities Indenture requires that if a series
of Senior Subordinated Debt Securities so provides and if the Company's Net
Worth is below $500 million (the "Minimum Net Worth") as at the end of any two
consecutive fiscal quarters (the last day of the second such fiscal quarter, the
"Failure Date"), then (i) the interest rate on the Senior Subordinated Debt
Securities shall be reset as of the first day of the second fiscal quarter
following the Failure Date (the "Reset Date") to a rate per annum (the "Reset
Rate") equal to the greater of (x) the initial interest rate as set forth on the
cover page of the respective Prospectus Supplement (the "Initial Interest Rate")
or (y) the sum of (A) the basis points specified in the respective Prospectus
Supplement for purposes of this reset provision, and (B) the highest of the
treasury rates specified in the respective Prospectus Supplement for purposes of
this reset provision, (ii) on the first Interest Payment Date following the
Reset Date, the interest rate on the Senior Subordinated Debt Securities, as
reset on the Reset Date, shall increase by 50 basis points, and (iii) the
interest rate on the Senior Subordinated Debt Securities shall further increase
by an additional 50 basis points on each succeeding Interest Payment Date.
Notwithstanding anything in the foregoing, in no event shall the interest rate
on the Senior Subordinated Debt Securities at any time exceed the Initial
Interest Rate by more than 200 basis points. However, if the Company's Net Worth
is equal to or above the Minimum Net Worth as of the last day of any fiscal
quarter subsequent to the Failure Date, then the interest rate on the Senior
Subordinated Debt Securities shall return to the Initial Interest Rate as of the
first day of the second following fiscal quarter. If the Company's Net Worth
shall thereafter be less than the Minimum Net Worth as of the last day of any
two consecutive subsequent fiscal quarters, then the interest rate on the Senior
Subordinated Debt Securities shall again be adjusted as provided in this
paragraph.
"NET WORTH" means the amount which, in conformity with generally accepted
accounting principles ("GAAP") consistently applied, would be set forth under
the caption "stockholders' equity" (or any like caption) on the consolidated
balance sheet of the Company, exclusive of amounts attributable to Redeemable
Stock. If the
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Company has changed one or more of the accounting principles used in the
preparation of its financial statements, because of a change mandated by the
Financial Accounting Standards Board, then Net Worth shall mean the Net Worth
the Company would have had if the Company had continued to use those generally
accepted accounting principles employed at December 31, 1991.
If a Reset Rate has been established for a series of Senior Subordinated
Debt Securities, it will be described in the Prospectus Supplement relating to
such Senior Subordinated Debt Securities.
DIVIDEND RESTRICTIONS
The Senior Subordinated Debt Securities Indenture provides that the Company
will not, and will not permit any subsidiary of the Company to, directly or
indirectly, (1) declare or pay any dividend or make any distribution, in cash or
otherwise, in respect of any shares of capital stock of the Company or to the
holders of capital stock of the Company as such (other than dividends or
distributions payable in shares of capital stock of the Company, other than
Redeemable Stock) or (2) purchase, redeem or otherwise acquire or retire for
value any of the capital stock of the Company or options, warrants or other
rights to acquire any such capital stock, other than acquisitions of capital
stock or such options, warrants or other rights by any Subsidiary of the Company
from the Company (any such transaction included in clause (1) or (2) a
"Restricted Payment") if (i) at the time of such Restricted Payment and after
giving effect thereto, (a) an Event of Default shall have occurred and be
continuing with respect to any series of the Senior Subordinated Debt Securities
or (b) the Net Worth of the Company shall be less than $750 million; or if (ii)
after giving effect to such Restricted Payment, the aggregate amount expended
subsequent to the date of the Senior Subordinated Debt Securities Indenture for
all such Restricted Payments (the amount of any Restricted Payment, if other
than cash, to be the fair market value of such payment as determined by the
Board of Directors of the Company, whose reasonable determination shall be
conclusive and evidenced by a Board Resolution) exceeds the algebraic sum of (w)
a number calculated as follows: (A) if the aggregate Consolidated Net Income of
the Company earned on a cumulative basis during the period subsequent to June
30, 1993 through the end of the last fiscal quarter that is prior to the
declaration of any such dividend or distribution or the giving of notice of such
purchase, redemption or other acquisition or retirement and for which such
financial information is then available, is a positive number, then 100% of such
positive number, and (B) if the aggregate Consolidated Net Income of the Company
earned on a cumulative basis during the period subsequent to June 30, 1993
through the end of the last fiscal quarter that is prior to the declaration of
any such dividend or distribution or the giving of notice of such purchase,
redemption or other acquisition or retirement and for which such financial
information is then available, is a negative number, then 100% of such negative
number, (x) the aggregate net cash proceeds received by the Company from the
issuance and sale, other than to a subsidiary of the Company, subsequent to the
date of the Senior Subordinated Debt Securities Indenture, of capital stock
(including capital stock issued upon the conversion of, or in exchange for,
securities other than capital stock and options, warrants or other rights to
acquire capital stock, but excluding Redeemable Stock), (y) the aggregate net
cash proceeds received by the Company from the issuance and sale, other than to
a subsidiary of the Company, of Indebtedness of the Company that is converted
into capital stock of the Company subsequent to the date of the Senior
Subordinated Debt Securities Indenture, and (z) $300 million; PROVIDED, HOWEVER,
that the retirement of any shares of the Company's capital stock by exchange
for, or out of the proceeds of the substantially concurrent sale of, other
shares of capital stock of the Company other than Redeemable Stock shall not
constitute a Restricted Payment. If all of the conditions to the declaration of
a dividend or distribution that are described above are satisfied at the time
such dividend or distribution is declared, then such dividend or distribution
may be paid or made within sixty days after such declaration even if the payment
of such dividend, the making of such distribution or the declaration thereof
would not have been permitted at any time after such declaration.
"CONSOLIDATED NET INCOME" of the Company means, for any period for which the
determination thereof is to be made, the net income (or loss) of the Company and
its subsidiaries on a consolidated basis for such period taken as a single
accounting period, determined in accordance with GAAP; PROVIDED that there shall
be excluded therefrom (i) the net income (or loss) of any person (a "joint
venture") in which any other person (other than the Company or any of its
subsidiaries) has a joint equity interest, except to the extent of the amount of
dividends or other distributions actually paid to the Company or any of its
subsidiaries by such joint venture during such period, (ii) except to the extent
includable pursuant to the foregoing clause (i), the net income (or loss) of any
person accrued prior to the date it becomes a subsidiary of the Company or is
merged into or consolidated with the
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Company or any of its subsidiaries or that person's assets are acquired by the
Company or any of its subsidiaries, (iii) the net income of any subsidiary of
the Company to the extent that the declaration or payment of dividends or
similar distributions by that subsidiary of that income is not at the time
permitted by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
that subsidiary, and (iv) the excess (but not the deficit), if any, of (x) any
gain which must be treated as an extraordinary item under GAAP or any gain
realized upon the sale or other disposition of any asset that is not sold in the
ordinary course of business or of any capital stock of the Company or a
subsidiary of the Company over (y) any loss which must be treated as an
extraordinary item under GAAP or any loss realized upon the sale or other
disposition of any asset that is not sold in the ordinary course of business or
of any capital stock of the Company or a subsidiary of the Company.
ADDITIONAL TERMS OF THE SUBORDINATED DEBT SECURITIES
The following terms apply solely to the Subordinated Debt Securities. See
"Description of Debt Securities -- Particular Terms of the Senior Subordinated
Debt Securities and Subordinated Debt Securities" for other terms which are also
applicable to the Subordinated Debt Securities. The particular terms of the
Subordinated Debt Securities offered by any Prospectus Supplement and the
extent, if any, to which such general provisions may apply to the Subordinated
Debt Securities so offered will be described in the Prospectus Supplement
relating to such Subordinated Debt Securities.
SUBORDINATION
The payment of the principal of, interest on or any other amounts due on the
Subordinated Debt Securities will be subordinated in right of payment to the
prior payment in full of all Senior Indebtedness and Senior Subordinated
Indebtedness of the Company. No payment on account of principal of, redemption
of, interest on or any other amounts due on the Subordinated Debt Securities and
no redemption, purchase or other acquisition of the Subordinated Debt Securities
may be made unless (i) full payment of amounts then due for principal, sinking
funds, interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company, whether or
not a claim for such post-petition interest is allowed in such proceeding),
penalties, reimbursement or indemnification amounts, fees and expenses, and of
all other amounts then due on all Senior Indebtedness and Senior Subordinated
Indebtedness have been made or duly provided for pursuant to the terms of the
instrument governing such Senior Indebtedness or Senior Subordinated
Indebtedness, and (ii) at the time for, or immediately after giving effect to,
any such payment, redemption, purchase or other acquisition, there shall not
exist under any Senior Indebtedness, Senior Subordinated Indebtedness or any
agreements pursuant to which any Senior Indebtedness or Senior Subordinated
Indebtedness has been issued, any default which shall not have been cured or
waived and which shall have resulted in the full amount of such Senior
Indebtedness or Senior Subordinated Indebtedness being declared due and payable.
In addition, the Subordinated Debt Securities Indenture provides that if the
Holders of any Senior Indebtedness or Senior Subordinated Indebtedness notify
the Company and the Subordinated Debt Securities Trustee that a default has
occurred giving the holders of such Senior Indebtedness or Senior Subordinated
Indebtedness the right to accelerate the maturity thereof, no payment on account
of principal, sinking fund or other redemption, interest or any other amounts
due on the Subordinated Debt Securities and no purchase, redemption or other
acquisition of the Subordinated Debt Securities will be made for the period (the
"Subordinated Payment Blockage Period") commencing on the date notice is
received and ending on the earlier of (A) the date on which such event of
default shall have been cured or waived or (B) 270 days from the date notice is
received. Notwithstanding the foregoing, only one payment blockage notice with
respect to the same event of default or any other events of default existing and
known to the person giving such notice at the time of such notice on the same
issue of Senior Indebtedness or Senior Subordinated Indebtedness may be given
during any period of 360 consecutive days. No new Subordinated Payment Blockage
Period may be commenced by the holders of Senior Indebtedness or Senior
Subordinated Indebtedness during any period of 360 consecutive days unless all
events of default which triggered the preceding Subordinated Payment Blockage
Period have been cured or waived. The Subordinated Debt Securities Indenture
provisions described in this paragraph, however, do not prevent the Company from
making a mandatory redemption payment, if any, with Subordinated Debt Securities
acquired prior to the happening of such a default as described in this
paragraph. Upon any distribution of its assets in connection with any
dissolution, winding-up, liquidation or reorganization of the Company or
acceleration of the
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principal amount due on the Subordinated Debt Securities because of an Event of
Default, all Senior Indebtedness and Senior Subordinated Indebtedness must be
paid in full before the Holders of the Subordinated Debt Securities are entitled
to any payments whatsoever.
As a result of these subordination provisions, in the event of the Company's
insolvency, holders of the Subordinated Debt Securities may recover ratably less
than general creditors of the Company.
The Subordinated Debt Securities are subordinate in right of payment to all
existing and future Senior Indebtedness and Senior Subordinated Indebtedness of
the Company, including the indebtedness under the Credit Agreements, the
Company's 11 7/8% Senior Notes due December 1, 1998, its 12 5/8% Senior Notes
due July 15, 1998, its 10 3/4% Senior Subordinated Notes due June 15, 1997, its
11% Senior Subordinated Notes due August 15, 1999, its 11 1/2% Senior
Subordinated Notes due September 1, 1999, its 8 7/8% Convertible Senior
Subordinated Notes due July 15, 2000 and its 10 3/4% Senior Subordinated
Debentures due April 1, 2002. The Subordinated Debt Securities will rank PARI
PASSU upon liquidation with the Company's 13 5/8% Subordinated Notes due June 1,
1995 and its 6 3/4% Convertible Subordinated Debentures due February 15, 2007.
DESCRIPTION OF CAPITAL STOCK
THE FOLLOWING STATEMENTS WITH RESPECT TO THE CAPITAL STOCK OF THE COMPANY
ARE SUBJECT TO THE DETAILED PROVISIONS OF THE COMPANY'S CERTIFICATE OF
INCORPORATION, AS AMENDED (THE "CERTIFICATE OF INCORPORATION"), INCLUDING THE
CERTIFICATE OF DESIGNATIONS FOR EACH OF THE SERIES E CUMULATIVE CONVERTIBLE
EXCHANGEABLE PREFERRED STOCK (THE "SERIES E PREFERRED STOCK") AND THE SERIES F
CUMULATIVE CONVERTIBLE EXCHANGEABLE PREFERRED STOCK (THE "SERIES F PREFERRED
STOCK") AND BY-LAWS, AS AMENDED (THE "BY-LAWS"). THESE STATEMENTS DO NOT PURPORT
TO BE COMPLETE, OR TO GIVE FULL EFFECT TO THE PROVISIONS OF STATUTORY OR COMMON
LAW, AND ARE SUBJECT TO, AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO,
THE TERMS OF THE CERTIFICATE OF INCORPORATION, THE CERTIFICATE OF DESIGNATIONS
OF EACH OF THE SERIES E AND SERIES F PREFERRED STOCK AND THE BY-LAWS.
GENERAL
The Certificate of Incorporation authorizes the issuance of a total of 210
million shares of all classes of stock, of which 10 million may be shares of
preferred stock, par value $.01 per share, and 200 million may be shares of the
Common Stock, par value $.01 per share. At July 13, 1993, approximately 71.2
million shares of Common Stock were outstanding. The Certificate of
Incorporation authorizes the Company's Board of Directors, without first
obtaining approval of the holders of Common Stock or any series of preferred
stock, to provide for the issuance of any or all shares of the preferred stock
in one or more series, and to fix the voting powers, full or limited, and the
designations, preferences and relative, participating, optional or other special
rights, and any qualifications, limitations or restrictions thereof, applicable
to the shares to be included in any such series as may be permitted by the
General Corporation Law of the State of Delaware. As of the date hereof, 4.6
million shares of Series E Preferred Stock are outstanding. In addition, 2
million shares of Series D Junior Participating Preferred Stock, par value $.01
per share, of the Company (the "Series D Preferred Stock") have been authorized
and reserved for issuance in connection with the Series D Rights described below
and up to 400,000 shares of Series F Preferred Stock have been authorized and
reserved for issuance upon the occurrence of certain specified events described
in "Series F Preferred Stock" below.
COMMON STOCK
DIVIDEND RIGHTS
Subject to the rights of the holders of any shares of the Company's
preferred stock which may at the time be outstanding, holders of the Common
Stock are entitled to receive, to the extent permitted by law, such dividends as
may be declared from time to time by the Board of Directors out of funds legally
available therefor.
VOTING RIGHTS
Each holder of Common Stock is entitled to one vote for each share of Common
Stock registered in such holder's name on the books of the Company on all
matters submitted to a vote of stockholders. Except as otherwise provided by
law, the holders of shares of the Common Stock vote as one class. The holders of
shares of the Common Stock have cumulative voting rights under the Certificate
of Incorporation such that in all elections for directors, each holder entitled
to vote thereat is entitled to as many votes as is equal to the number of votes
which
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such holder would be entitled to cast for the election of directors with respect
to such holder's shares multiplied by the number of directors to be elected, and
such holder may cast all of such votes for a single director or may distribute
them among any two or more of them as such holder may see fit.
LIQUIDATION RIGHTS AND OTHER PROVISIONS
The Company has granted its lenders security interests in a substantial
portion of the Company's assets under the Credit Agreements and other debt
agreements. See "Credit Agreements." Subject to the prior rights of creditors
and the holders of any preferred stock which may be outstanding from time to
time, the holders of the Common Stock are entitled to share PRO RATA in the
distribution of any remaining assets in the event of liquidation, dissolution or
winding up of the Company. The shares of Common Stock are not liable to any
calls or assessments and have no conversion rights or redemption or sinking fund
provisions. The Transfer Agent and Registrar for the Common Stock is The First
National Bank of Chicago.
CHANGE IN CONTROL
The Certificate of Incorporation and the Rights Agreement dated July 25,
1988, as amended (the "Rights Agreement"), between the Company and First Chicago
Trust Company of New York, as Rights Agent, contain certain provisions
(described below) that could make more difficult or discourage a change in
control of the Company. Such provisions are designed to discourage situations in
which the Company is forced to accept a proposal for the takeover of the Company
without ample time to evaluate the proposal and appropriate alternatives and to
encourage anyone contemplating a business combination with the Company to
negotiate directly with the Company on a fair and equitable basis.
SERIES D RIGHTS
Each share of Common Stock has associated with it one preferred share
purchase right (the "Series D Right") permitting the holder to purchase
approximately one-hundredth of a share of the Company's Series D Preferred Stock
at an exercise price of $130 per share, subject to certain adjustments. The
terms of the Series D Rights are set forth in a Rights Agreement dated as of
July 25, 1988, as amended, between the Company and The First National Bank of
Chicago, as Rights Agent (the "Rights Agreement").
The Series D Rights are not exercisable and are transferable only with the
related Common Stock certificates. The Series D Rights become exercisable and
separately transferable ten days after a person or group (excluding certain
entities including members of the Stone family) acquires 15% or more of the
outstanding shares of the Common Stock or ten business days after a person or
group (excluding certain entities including members of the Stone family)
announces a tender offer or exchange offer that would, if completed, result in
ownership by such person or group of 15% or more of the outstanding shares of
the Common Stock. Thereafter, the Series D Rights will trade separately from the
Common Stock.
After the Series D Rights become exercisable, if a person or group
(excluding certain entities including members of the Stone family) acquires 15%
or more of the outstanding shares of the Common Stock and the Company is
acquired in a merger or other business combination transaction, each Series D
Right will entitle its holder (other than the acquiring person or group) to
purchase, at the Series D Right's then-current exercise price, a number of the
acquiring company's shares of common stock having a market value at that time of
twice the Series D Right's then-current exercise price. In addition, in the
event that a person or group (excluding certain entities including members of
the Stone family) acquires 15% or more of the outstanding shares of the Common
Stock, each holder of a Series D Right (other than the acquiring person or
group) will be entitled to purchase the number of shares of the Common Stock
having a market value of twice the then-current exercise price of the Series D
Right.
Under certain circumstances, the Series D Rights may be redeemed at a price
of $.01 per Series D Right. The Series D Rights will expire in August 1998,
unless earlier redeemed by the Company.
The Rights Agreement generally provides that a Series D Right will be issued
in connection with each share of Common Stock (i) issued prior to the earliest
of the Distribution Date (as defined in the Rights Agreement) or the redemption,
exchange or expiration of the Series D Rights or (ii) issued at certain other
times pursuant to certain options, warrants or convertible securities.
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SUPERMAJORITY VOTE REQUIREMENTS
The Certificate of Incorporation provides that the affirmative vote of the
holders of at least 66 2/3% of the voting power of the then outstanding shares
of capital stock of the Company entitled to vote generally in the election of
directors (the "Voting Stock") is required to authorize (a) any merger or
consolidation of the Company with or into any other corporation (other than a
Subsidiary of the Company) or (b) the sale (other than to the Company or its
Subsidiaries) of all or substantially all of the assets of the Company and its
Subsidiaries taken as a whole. For purposes of the foregoing paragraph, a
"Subsidiary" is any corporation more than 50% of the voting securities of which
are owned by the Company.
SERIES E PREFERRED STOCK
There are 4.6 million shares of Series E Preferred Stock authorized and
outstanding on the date hereof. The Series E Preferred Stock is entitled to
cumulative cash preferential dividends of $1.75 per share, per annum, payable
quarterly, and has a liquidation preference of $25 per share plus accrued and
unpaid dividends. Unless full cumulative dividends on the Series E Preferred
Stock have been paid or payment has been provided for, no dividends (other than
dividends in shares of Common Stock or other capital stock ranking junior to the
Series E Preferred Stock in the payment of dividends) shall be paid or declared
and set aside for payment or other distribution made upon the Common Stock or
any other capital stock of the Company ranking junior or on a parity with the
Series E Preferred Stock as to dividends.
The Series E Preferred Stock is exchangeable, in whole but not in part, at
the option of the Company, on any dividend date commencing February 15, 1994,
for the Company's 7% Convertible Subordinated Exchange Debentures due February
15, 2007 (the "Exchange Debentures") at an exchange rate of $25 principal amount
of Exchange Debentures for each share of Series E Preferred Stock so exchanged.
The Exchange Debentures entitle the holders thereof to convert the Exchange
Debentures into shares of Common Stock.
The Series E Preferred Stock is redeemable by the Company, in whole but not
in part, on and after February 16, 1996, at $26.50 per share, if redeemed during
the 12 month period commencing February 15, 1996, and thereafter at prices
declining to $25 per share on and after February 15, 2002, together with accrued
and unpaid dividends to the date of redemption. The Series E Preferred Stock,
unless previously exchanged or redeemed by the Company, is convertible at the
option of the holder thereof at any time into shares of Common Stock at a
conversion price of $33.94 per share (as of the date hereof), subject to
adjustment under certain conditions.
If the Company fails to pay any six quarterly dividends on the Series E
Preferred Stock, then the holders of the Series E Preferred Stock, voting
together as a class with all other outstanding classes or series of preferred
stock ranking junior to or on a parity with the Series E Preferred Stock and
entitled to vote thereon, have the right to elect two directors to be added to
the Company's Board of Directors. Such voting rights continue until all
dividends in arrears on such stock have been paid or provided for. Without the
approval of at least two-thirds of the outstanding shares of Series E Preferred
Stock, the Company may not issue any capital stock ranking senior to the Series
E Preferred Stock as to payment of dividends or in distribution of assets upon
liquidation or make any change which adversely affects the preferences, rights
or powers of the Series E Preferred Stock.
SERIES F PREFERRED STOCK
The Company has authorized 400,000 shares of Series F Preferred Stock, no
shares of which have been issued or are outstanding on the date hereof. The
terms of the Series F Preferred Stock are identical to the terms of the Series E
Preferred Stock, except with respect to the amount of dividend and dividend
payment dates, the liquidation preference, the optional redemption schedule and
redemption prices, the conversion rate at which Series F Preferred Stock may be
converted into shares of Common Stock and the exchange rate at which Series F
Preferred Stock may be exchanged by the Company for Exchange Debentures.
The Series F Preferred Stock, if issued, will be entitled to cumulative cash
preferential dividends of $7 per share, per annum, payable quarterly, will have
a liquidation preference of $100 per share plus accrued and unpaid dividends,
will rank on a parity with the Series E Preferred Stock with respect to rights
to receive dividends and distributions upon liquidation and has identical voting
rights as the Series E Preferred Stock. The Series F Preferred Stock is
exchangeable for the Company's Exchange Debentures which in turn are convertible
into shares of Common Stock.
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The Series F Preferred Stock will be redeemable by the Company, in whole but
not in part, on and after 48 months from the date of issuance, at $104.20 per
share, if redeemed during the 12 month period commencing on such date, and
thereafter at prices declining to $100 per share on and after the 120th month
from issuance, together with accrued and unpaid dividends to the date of
redemption. The Series F Preferred Stock will be convertible at the option of
the holder thereof at any time into shares of Common Stock at a conversion rate
of 5.4283 shares of Common Stock per share of Series F Preferred Stock (as of
the date hereof), subject to adjustment under certain conditions.
The Company has entered into an agreement with Venezolana de Pulpa y Papel
("Venepal"), a Venezuelan pulp and paper company, whereby Venepal's investment
in the Celgar pulp mill represented by 50% of the outstanding common stock of
Stone Venepal (Celgar) Pulp Inc. ("SVCPI") can be exchanged for shares of Series
F Preferred Stock. The exchange would occur at Venepal's option as a result of
certain specific conditions relating to operations of the Celgar pulp mill,
which is 50% owned by SVCPI. The Company may at its option elect to honor the
exchange obligation with a cash payment to Venepal. Based upon Venepal's initial
investment in SVCPI, 212,903 shares of Series F Preferred Stock would be
issuable in the event Venepal was eligible to exercise, and did exercise, its
option. The number of shares issuable to Venepal upon exchange is to be
determined based upon (i) the value of Venepal's investment in SVCPI at the time
of such exchange and (ii) the market price of the Common Stock at the time of
such exchange.
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PLAN OF DISTRIBUTION
The Company may sell Securities to or through underwriters or dealers, and
also may sell Securities directly to one or more other purchasers or through
agents. The Prospectus Supplement sets forth the names of any underwriters or
agents involved in the sale of the Securities and any applicable commissions or
discounts.
Underwriters, dealers or agents may offer and sell the Securities from time
to time in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. In connection with the
sale of Securities, underwriters or agents may be deemed to have received
compensation from the Company in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of the Securities
for whom they may act as agent. Underwriters or agents may sell the Securities
to or through dealers and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters or commissions from
the purchasers for whom they may act as agent.
The Debt Securities, when first issued, will have no established trading
market. Any underwriters or agents to or through whom Debt Securities are sold
by the Company for public offering and sale may make a market in such Debt
Securities, but such underwriters or agents will not be obligated to do so and
may discontinue any market making at any time without notice. No assurance can
be given as to the liquidity of the trading market for any Debt Securities.
If so indicated in the Prospectus Supplement, the Company may authorize
underwriters, dealers or other persons acting as the Company's agents to solicit
offers by certain institutions to purchase Securities from the Company pursuant
to contracts providing for payment and delivery on a future date. Institutions
with which such contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others, but in all cases such institutions must be
approved by the Company. The obligations of any purchaser under any such
contract will be subject to the condition that the purchase of the Securities
shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject. The underwriters, dealers and
such other persons will not have any responsibility in respect of the validity
or performance of such contracts. The Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
Any underwriters, dealers or agents participating in the distribution of
Securities may be deemed to be underwriters under the Act, and any discounts and
commissions received by them and any profit realized by them on resale of the
Securities may be deemed to be underwriting discounts and commissions under the
Act. Underwriters, dealers or agents may be entitled, under agreements entered
into with the Company, to indemnification against or contribution toward certain
civil liabilities, including liabilities under the Act.
VALIDITY OF THE SECURITIES
The validity of the securities offered hereby will be passed upon for the
Company by Leslie T. Lederer, Vice President, Secretary and Counsel of the
Company (who owns approximately 15,900 shares of Common Stock).
EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Company's Annual Report on Form 10-K for the year ended December 31, 1992, as
amended by Form 8 dated April 9, 1993 and as further amended by Form 10-K/A-1
dated June 24, 1993, have been so incorporated in reliance on the report (which
contains an explanatory paragraph referring to the March 1, 1994 expiration of
the Company's revolving credit facilities and the Company's financial plan
discussed in Note 10 to the Company's consolidated financial statements) of
Price Waterhouse, independent accountants, given on the authority of said firm
as experts in auditing and accounting.
54
<PAGE>
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE UNDERWRITERS.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS
PROSPECTUS SUPPLEMENT. THIS PROSPECTUS SUPPLEMENT AND PROSPECTUS DO NOT
CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
PROSPECTUS SUPPLEMENT
Prospectus Summary............................ S-3
Risk Factors.................................. S-9
Pro Forma Condensed Consolidated Statement of
Operations................................... S-15
Use of Proceeds............................... S-17
Price Range of Common Stock and Dividend
Policy....................................... S-18
Capitalization................................ S-20
Underwriting.................................. S-22
Certain United States Tax Consequences To
Non-United States Holders.................... S-24
Legal Matters................................. S-25
PROSPECTUS
Available Information......................... 2
Incorporation of Certain Documents by
Reference.................................... 2
The Company................................... 3
Use of Proceeds............................... 4
Selected Consolidated Financial Data.......... 5
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 6
Credit Agreements............................. 15
Description of Debt Securities................ 19
Description of Capital Stock.................. 50
Plan of Distribution.......................... 54
Validity of the Securities.................... 54
Experts....................................... 54
</TABLE>
21,000,000 SHARES
[LOGO] STONE CONTAINER CORPORATION COMMON STOCK
($.01 PAR VALUE)
SALOMON BROTHERS INTERNATIONAL LTD.
BEAR, STEARNS INTERNATIONAL LIMITED
BANKERS TRUST INTERNATIONAL PLC
PROSPECTUS SUPPLEMENT
DATED , 1994
<PAGE>
Information contained in this prospectus supplement is subject to completion
pursuant to Rule 424 under the Securities Act of 1933. A registration statement
relating to these securities has been declared effective by the Securities and
Exchange Commission pursuant to Rule 415 under the Securities Act of 1933. A
final prospectus supplement and accompanying prospectus will be delivered to
purchasers of these securities. This preliminary prospectus supplement and the
accompanying prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these 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.
<PAGE>
SUBJECT TO COMPLETION
JANUARY 7, 1994
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus Dated January 7, 1994)
$500,000,000
[LOGO]
% SENIOR NOTES DUE 2001
Interest on the % Senior Notes due , 2001 (the "Notes") is payable
semi-annually on and of each year, commencing , 1994.
The Notes may not be redeemed by Stone Container Corporation (the "Company")
prior to , 1999 and are redeemable thereafter at the redemption prices
set forth herein. The Notes do not provide for any sinking fund. Upon a Change
of Control (as defined), the Company will be required to offer to repurchase the
outstanding Notes at a price equal to 101% of the aggregate principal amount of
such Notes, plus accrued and unpaid interest to the date of repurchase. See
"Description of Debt Securities -- Change of Control" in the accompanying
Prospectus.
The Notes will be senior unsecured obligations of the Company and will rank PARI
PASSU in right of payment with all Senior Indebtedness (as defined) of the
Company. The Notes will be senior in right of payment to all Subordinated
Indebtedness (as defined) of the Company. See "Description of Debt Securities --
Ranking of Senior Debt Securities" in the accompanying Prospectus. The net
proceeds to the Company from the issuance and sale of the Notes offered hereby
will be used to repay indebtedness and for general corporate purposes. See "Use
of Proceeds." Borrowings under the Credit Agreements (as defined) constitute
Senior Indebtedness and are secured by a substantial portion of the assets of
the Company. See "Credit Agreements" in the accompanying Prospectus.
Concurrently with the offering of the Notes hereby, the Company is selling in a
public offering 21,000,000 shares of its Common Stock (not including an
additional 3,150,000 shares which may be sold pursuant to an over-allotment
option) (the "Common Stock Offering"). The offerings of the Notes hereby and the
Common Stock Offering (collectively, the "Offerings") are conditional upon one
another.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN RISK FACTORS THAT SHOULD BE
CONSIDERED IN CONNECTION WITH THIS OFFERING.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) COMPANY(3)
Per Note...................................... % % %
Total......................................... $ $ $
- -------------------------------------------------------------------------------------------
<FN>
(1) Plus accrued interest, if any, from date of issuance.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before deduction of offering expenses payable by the Company estimated at
$250,000.
</TABLE>
The Notes are offered subject to receipt and acceptance by the Underwriters, to
prior sale and to the Underwriters' right to reject any order in whole or in
part and to withdraw, cancel or modify the offer without notice. It is expected
that delivery of the Notes will be made at the office of Salomon Brothers Inc,
Seven World Trade Center, New York, New York or through the facilities of The
Depository Trust Company, on or about , 1994.
SALOMON BROTHERS INC
BEAR, STEARNS & CO. INC.
BT SECURITIES CORPORATION
KIDDER, PEABODY & CO. INCORPORATED
CHEMICAL SECURITIES INC.
NATIONSBANC CAPITAL MARKETS, INC.
The date of this Prospectus Supplement is , 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
S-2
<PAGE>
PROSPECTUS SUMMARY
THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED INFORMATION AND
FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, APPEARING ELSEWHERE OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND IN THE ACCOMPANYING
PROSPECTUS. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FACTORS SET
FORTH HEREIN UNDER THE CAPTION "RISK FACTORS." CERTAIN CAPITALIZED TERMS USED
HEREIN ARE DEFINED ELSEWHERE IN THIS PROSPECTUS SUPPLEMENT OR IN THE PROSPECTUS.
AS USED HEREIN, THE TERM "COMPANY" INCLUDES STONE CONTAINER CORPORATION, ITS
SUBSIDIARIES AND ITS AFFILIATES, EXCEPT AS THE CONTEXT OTHERWISE MAY REQUIRE.
THE COMPANY
GENERAL
The Company is a major international pulp and paper company engaged
principally in the production and sale of paper, packaging products, and
commodity pulp. The Company believes that it is the world's largest producer of
unbleached containerboard and kraft paper and the world's largest converter of
those products. The Company also believes that it is one of the largest paper
companies in terms of annual tonnage produced. The Company produced 5.0 million
tons and 4.9 million tons of unbleached containerboard and kraft paper in 1992
and 1991, respectively, which accounted for approximately 66% of its total
tonnage produced for both 1992 and 1991. The Company had net sales of
approximately $5.5 billion and $5.4 billion in 1992 and 1991, respectively.
The Company has increased dramatically in size over the past ten years,
primarily through four major acquisitions, including the 1989 acquisition of
Consolidated-Bathurst Inc. (a Canadian corporation, now renamed Stone Container
(Canada) Inc. ("Stone Canada")), and several smaller acquisitions. The
acquisition of Stone Canada increased the Company's market share in its core
business operations and provided the Company with the opportunity to pursue its
strategy to expand its production capacity and sales in international markets.
The Company owns or has an interest in 136 manufacturing facilities in the
United States, 27 in Canada, 15 in Germany, five in France, two in Belgium and
one in each of the United Kingdom and the Netherlands. The facilities include 24
mills. The Company also maintains sales offices in the United States, Canada,
the United Kingdom, Germany, Belgium, France, China and Japan.
RECENT DEVELOPMENTS
PROGRESS OF FINANCIAL PLAN
In 1993, the Company adopted a financial plan designed to enhance the
Company's liquidity, reduce amortization under certain bank credit agreements of
the Company and Stone Canada (the "Credit Agreements") and improve financial
flexibility. The Company completed a major portion of its financial plan during
1993 resulting in net proceeds to the Company and Stone Canada of approximately
$1.0 billion which the Company and Stone Canada used to repay indebtedness under
the Credit Agreements and fund operating losses and working capital needs. These
repayments satisfied the remaining September 1993 amortization of approximately
$118 million, the full 1994 amortization of approximately $409 million and
approximately $21 million of the March 1995 amortization under the Credit
Agreements. The Company had as of January 5, 1994 $60.0 million available for
borrowing out of a total revolving credit commitment of $315.8 million.
The transactions completed in 1993 were as follows:
- the sale in June, 1993 of $150 million of the Company's 12 5/8%
Senior Notes due 1998 and a concurrent private sale of $250
million principal amount of 8 7/8% Convertible Senior
Subordinated Notes due 2000.
- the public offerings in December 1993 by Stone-Consolidated
Corporation, a newly created Canadian subsidiary
("Stone-Consolidated"), of Cdn. $231 million of its common stock
(representing 25.4% of its outstanding common stock), Cdn. $231
million of its 8% Convertible Unsecured Subordinated Debentures
due 2003 and $225 million of its 10.25% Senior Secured Notes due
2000 (the "Stone-Consolidated Transaction"). Stone-Consolidated
now owns all of the Canadian and U.K. newsprint and groundwood
paper assets of the Company. The net proceeds paid by
Stone-Consolidated to the Company and Stone Canada in connection
with these offerings approximated $490 million.
S-3
<PAGE>
- the sale of the Company's 49% equity interest in Empaques de
Carton Titan, S.A., a Mexican corrugated container company
("Titan"), two of the Company's short line railroads and a
specialty packaging plant in Sheridan, Arkansas. The proceeds of
these three transactions approximated $125 million.
In connection with the completion of the Stone-Consolidated Transaction, the
Company also received approval from its bank group to extend the maturity date
of its revolving credit facilities from March 1, 1994 to March 1, 1997.
The final stages of the Company's current financial plan are as follows:
- the Offerings, from which the Company expects to use the net
proceeds to (i) prepay approximately $403 million of the remaining
1995 and March 1996 required amortization under the Credit
Agreements (including amortization payments under the Company's
revolving credit facilities reducing the total commitments
thereunder to approximately $224 million); (ii) redeem at par
approximately $98 million plus accrued interest of the Company's
13 5/8% Subordinated Notes due 1995; and (iii) repay
approximately $200 million of the borrowings under the Company's
revolving credit facilities without reducing the commitments
thereunder (or to the extent no borrowings are outstanding, the
Company may retain the balance in cash).
- the completion of a transaction involving a favorable energy
supply agreement relating to the Company's mill in Florence, South
Carolina. The proceeds of this transaction are subject to the
execution of definitive documentation and regulatory approval.
The gross proceeds of this transaction, which are currently
expected to be approximately $100 million, would be utilized to
repay borrowings under the Company's revolving credit facilities
without reducing commitments thereunder (or to the extent no
borrowings are outstanding, the Company may retain the balance in
cash). There can be no assurance, however, that this transaction
will be consummated or that the expected amount of proceeds from
such transaction will be received.
The completion of the Offerings will provide the Company with the following
benefits:
- repayment of all major amortization through the end of 1995
(except for revolving credit facilities relating to receivables
financings which the Company intends to extend or refinance).
- improvement of the Company's liquidity by repaying borrowings
under the revolving credit facility by $200 million (or to the
extent no borrowings are outstanding, the Company may retain the
balance in cash). As of January 5, 1994, the Company had $60.0
million available for borrowing out of a total revolving credit
commitment of $315.8 million.
- improvement of the Company's financial flexibility through
amendments to the Credit Agreements (see "-- Amendments to Credit
Agreements").
PRODUCTS AND INDUSTRY TRENDS
The markets for products sold by the Company are highly competitive and are
also sensitive to cyclical changes in industry capacity and in the economy, both
of which can significantly influence selling prices and thereby the Company's
profitability. Although the Company has experienced declining product pricing in
all of its product lines over the last several years, the Company believes that
market conditions are present which should permit the Company to realize
improved product pricing in most of its product lines.
The Company implemented a $25 per ton price increase for linerboard
effective October 1, 1993, which raised the transaction price for the base grade
of linerboard to $325 per ton. This increase will not, however, restore prices
for linerboard to the levels present at the beginning of 1993. In addition, the
Company is in the process of final implementation of a corrugated container
price increase. The Company currently expects final implementation to occur in
the first quarter of 1994. As a result of strengthening demand, the Company
announced a further price increase of $30 per ton for linerboard effective in
January 1994. While the Company currently believes that it will implement this
price increase in the early part of 1994, there is little likelihood of
achieving the increase in January
S-4
<PAGE>
1994. There can be no assurance that prices will continue to increase or even be
maintained at present levels, but the Company believes the demand for linerboard
and the converted products produced from linerboard are increasing.
Pricing conditions for newsprint and groundwood paper have been volatile in
recent years. While the industry successfully implemented a price increase in
1992, efforts to maintain an additional price increase in 1993 were
unsuccessful. In 1993, Stone-Consolidated and other industry participants
attempted to balance supply and demand by taking downtime at selected production
facilities. Stone-Consolidated announced a $47.50 per metric ton price increase
for newsprint effective March 1, 1994 in light of recent industry improvements
in supply and demand characteristics. Other major North American producers have
announced similar price increases. There is no assurance, however, that such
price increases will be achieved as scheduled or at all.
Market pulp has also experienced volatile pricing in recent years. The
Company announced a price increase of $40 to $80 per ton in the various grades
of market pulp effective January 1, 1994 in light of improved supply and demand
characteristics in the industry. There is, however, significant world-wide
competition in this product line and no assurances can be given that such price
increases will be realized or maintained.
OPERATING PERFORMANCE
The Company will report a net loss for the full year 1993, which loss will
be greater than the loss incurred for 1992. The Company anticipates that the net
loss for the fourth quarter of 1993 will be within the expectations of paper
industry analysts. The losses incurred in 1993 and in the previous two years had
a severe negative impact on the Company's liquidity. The Company believes,
however, that the implementation of its financial plan significantly improves
the Company's liquidity. As of January 5, 1994, available borrowings under the
Company's revolving credit facilities were $60.0 million and upon consummation
of the Offerings, the Company's cash and available borrowings under such
facilities are expected to increase by approximately $200 million.
The Company believes that demand for its products has recently increased.
Production of linerboard for October and November 1993 versus the similar period
in 1992 increased 9%. The Company also increased its sales of corrugated
products (measured in terms of footage sold) by 4.5% for October and November
1993 versus the similar period in 1992. The production of newsprint and
groundwood papers increased by 2.6% for October and November 1993 versus the
similar period in 1992. Production of market pulp, however, declined 5.1% for
the comparable period.
AMENDMENTS TO CREDIT AGREEMENTS
In connection with the Offerings, the Company is seeking amendments to the
Credit Agreements. The amendments, which are conditional upon the consummation
of the Offerings and the prepayment of a minimum of $385 million under the
Credit Agreements, contain the following provisions:
- Permit the repayment of borrowings under the revolving credit
facilities without reducing the commitments thereunder (or to the
extent no borrowings are outstanding, the Company may retain the
balance in cash) of up to $200 million with a portion of the net
proceeds from the Offerings.
- Permit the redemption of the Company's 13 5/8% Subordinated
Notes due 1995 with a portion of the net proceeds from the Common
Stock Offering.
S-5
<PAGE>
- Amend the EBITDA (as defined under the Credit Agreements)
covenant to require the Company to meet the following minimum
EBITDA levels:
<TABLE>
<S> <C> <C>
For the quarter ended 3/31/94............................... $ 20 million
For the two quarters ended 6/30/94.......................... $ 55 million
For the three quarters ended 9/30/94........................ $111 million
For the four quarters ended 12/31/94........................ $180 million
For the four quarters ended 3/31/95......................... $226 million
For the four quarters ended 6/30/95......................... $300 million
For the four quarters ended 9/30/95......................... $380 million
For the four quarters ended 12/31/95........................ $457 million
For the four quarters ended 3/31/96......................... $567 million
For the four quarters ended 6/30/96......................... $657 million
For the four quarters ended 9/30/96......................... $735 million
and each four quarter period thereafter..................... $822 million
</TABLE>
- Replace the existing cross-default provisions relating to
obligations of $10 million or more
of the Company's separately financed subsidiaries, Seminole Kraft
Corporation ("Seminole Kraft") and Stone Savannah River Pulp &
Paper Corporation, ("Stone Savannah") with cross-acceleration
provisions.
- Reset to zero as of January 1, 1994 the "dividend basket" under
the Credit Agreements which permits payment of dividends on the
Company's capital stock. The dividend basket under the Credit
Agreements as of September 30, 1993 had a deficit amount of
$334.1 million. On an ongoing basis, the dividend basket would be
increased by (a) 100% (rather than the current 50%) of the cash
proceeds of sales of Common Stock (other than proceeds of the
Common Stock Offering, for which no dividend credit would be
received) and permitted preferred stock and (b) 75% (rather than
the current 50%) of Consolidated Net Income (as defined in the
Credit Agreements) from January 1, 1994 and would be decreased by
100% of Consolidated Net Losses (as defined) from January 1,
1994. Additionally, restrictions with respect to dividends on the
Series E Preferred Stock would be modified to mirror the dividend
restrictions in the Company's Senior Subordinated Indenture dated
as of March 15, 1992. This should permit a higher dividend basket
for payment of dividends on the Series E Preferred Stock. See
"Description of Debt Securities -- Additional Terms of the Senior
Subordinated Debt Securities -- Dividend Restrictions" in the
accompanying Prospectus.
- Replace the current prohibition of investments in Stone Venepal
(Celgar) Pulp Inc. with restrictions substantially similar to the
restrictions applicable to the Company's subsidiaries, Stone
Savannah and Seminole Kraft.
For a more complete description of the Credit Agreements, see "Credit
Agreements" in the accompanying Prospectus.
THE OFFERING OF NOTES
<TABLE>
<S> <C>
Securities Offered.................. $500,000,000 principal amount of % Senior Notes due
, 2001 (the "Notes").
Interest Payment Dates.............. Interest on the Notes will be payable and ,
commencing , 1994.
Optional Redemption................. The Notes are redeemable at the option of the Company, in whole
or from time to time in part, on and after , 1999, at
the redemption prices set forth herein, together with accrued
and unpaid interest. See "Certain Terms of the Notes."
</TABLE>
S-6
<PAGE>
<TABLE>
<S> <C>
Change of Control................... Upon the occurrence of a Change of Control (as defined in the
accompanying Prospectus), the Company is required to offer to
repurchase each Holder's Notes at a purchase price equal to
101% of the aggregate principal amount thereof plus accrued and
unpaid interest, if any, to the date of repurchase. If such
repurchase would constitute an event of default under Specified
Bank Debt (as defined), then, prior to making such repurchase
offer, the Company is required to (i) repay in full in cash
such Specified Bank Debt or (ii) obtain the requisite consent
of lenders of such Specified Bank Debt to permit the repurchase
of Notes without giving rise to an event of default under such
Specified Bank Debt. Such Change of Control provisions in and
of themselves may not afford holders of the Notes protection in
the event of a highly leveraged transaction, reorganization,
restructuring, merger or similar transaction involving the
Company that may adversely affect such holders if such
transaction is not the type of transaction included within the
definition of Change of Control. A transaction involving
specified Stone family members or their affiliates will result
in a Change of Control only if it is the type of transaction
specified by such definition. See "Description of Debt
Securities -- Change of Control" in the accompanying
Prospectus. There can be no assurance that the Company would
have sufficient funds to pay the required purchase price for
all Notes tendered by the Holders in the event of a Change of
Control. Neither the Board of Directors of the Company nor the
trustee under the Indenture relating to the Notes may waive the
Change of Control provisions.
Ranking............................. The Notes will rank PARI PASSU in right of payment with all
existing and future Senior Indebtedness (as defined) of the
Company and senior in right of payment and in rights upon
liquidation to all existing and future Subordinated
Indebtedness of the Company. Obligations of the Company's
Subsidiaries (as defined), however, will represent prior claims
with respect to the assets and earnings of such Subsidiaries.
See "Description of Debt Securities -- Ranking" in the
accompanying Prospectus.
Limitation on Future Liens.......... If the Company or any Subsidiary shall permit the existence of
any Lien (as defined) upon any of its respective assets as
security for (i) any Indebtedness (as defined) or other
obligation of the Company that ranks PARI PASSU with the Notes
or any Indebtedness or other obligation of a Subsidiary of the
Company, the Company will secure or will cause such Subsidiary
to guarantee and secure the outstanding Notes equally and
ratably with such Indebtedness or other obligation or (ii) any
Subordinated Indebtedness (as defined), the Company will secure
the outstanding Notes prior to such Subordinated Indebtedness;
PROVIDED, HOWEVER, that the foregoing shall not apply to
certain specified Liens, including Liens to secure any
Indebtedness under the Credit Agreements, which Indebtedness is
currently secured by Liens on a substantial portion of the
assets of the Company and Stone-Consolidated and on stock of
various of the Company's Subsidiaries.
</TABLE>
S-7
<PAGE>
<TABLE>
<S> <C>
Limitation on Future Guaranties..... Neither the Company nor any Subsidiary (including Stone
Savannah and Seminole Kraft) will guarantee Indebtedness;
PROVIDED, HOWEVER, that the foregoing shall not apply to
certain specified guaranties, including guaranties in a
principal amount up to the principal amount outstanding or
committed under the Credit Agreements as of the date of the
Indenture, plus $250 million, less the proceeds from the sale
of Debt Securities (as defined) issued from time to time that
are applied to repay Indebtedness under the Credit Agreements.
For further information on ranking, limitations on Liens and
limitations on guaranties, see "Description of Debt Securities
-- Certain Covenants -- Limitation on Future Liens and
Guaranties" in the accompanying Prospectus. For further
information on the collateral securing the borrowings under the
Credit Agreements, see "Credit Agreements" in the accompanying
Prospectus.
Certain Other Covenants............. The Indenture, among other things, (i) proscribes the use of
certain proceeds of certain Asset Dispositions (as defined) by
the Company or its Restricted Subsidiaries (as defined), (ii)
restricts the ability of the Company and its Subsidiaries,
subject to certain exceptions, to pay dividends or make
distributions with respect to shares of the Company's Capital
Stock (as defined) or acquire or retire Capital Stock of the
Company, (iii) subject to certain significant exceptions,
restricts the ability of the Company and its Restricted
Subsidiaries to create, incur or guarantee Indebtedness and
(iv) requires the Company to make certain offers to repurchase
Debt Securities in the event that the Company's Subordinated
Capital Base (as defined) is less than a specified level. See
"Description of Debt Securities -- Certain Covenants."
Use of Proceeds..................... The net proceeds will be used to repay indebtedness of the
Company and for general corporate purposes. See "Use of
Proceeds."
</TABLE>
S-8
<PAGE>
SUMMARY FINANCIAL DATA
The following Statement of Operations and Balance Sheet Data for the five
years ended December 31, 1992 has been derived from, and should be read in
conjunction with, the related audited consolidated financial statements and
accompanying notes of the Company. The audit report relating to the Company's
1992 consolidated financial statements contains an explanatory paragraph
referring to the March 1, 1994 expiration of the Company's revolving credit
facilities and the Company's financial plan discussed in Note 10 to the
Company's 1992 consolidated financial statements. Effective December 17, 1993,
the Company's revolving credit facilities were extended until March 1, 1997. The
summary financial data for the nine months ended September 30, 1993 and
September 30, 1992 has been derived from the unaudited consolidated financial
statements included in the Company's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1993 and 1992. The summary financial data does not
purport to be indicative of the Company's future results of operations or
financial position.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------------------- --------------------------------------------------------------------------
1993 1992(B) 1992(B) 1991 1990 1989(A) 1988
---------------- -------------- -------------- -------------- -------------- -------------- --------------
(IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIOS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Net sales............... $3,816,509 $4,189,938 $5,520,655 $5,384,291 $5,755,858 $5,329,716 $3,742,489
Cost of products sold... 3,180,906 3,385,299 4,473,746 4,285,612 4,421,930 3,893,842 2,618,062
Selling, general and
administrative
expenses............... 404,844 406,066 543,519 522,780 495,499 474,438 351,133(c)
Depreciation and
amortization........... 262,100 250,807 334,054 277,534(c) 257,041 237,047 148,072
Income (loss) before
interest expense,
income taxes and
cumulative effects of
accounting changes..... (35,567) 148,443 156,788 379,314 609,873 825,722 657,757
Interest expense........ 311,271 284,391 386,122 397,357 421,667 344,693 108,262
Income (loss) before
income taxes and
cumulative effects of
accounting changes..... (346,838) (135,948) (229,334) (18,043) 188,206 481,029 549,495
Cumulative effect of
change in accounting
for post retirement
benefits (net of income
taxes)................. (39,544) -- -- -- -- -- --
Cumulative effect of
change in accounting
for income taxes....... -- (99,527) (99,527) -- -- -- --
Net income (loss)....... (272,994) (192,762) (269,437) (49,149) 95,420 285,828 341,786
Income (loss) per common
share before cumulative
effects of accounting
changes................ (3.36) (1.38)(d) (2.49)(d) (.78)(d) 1.56(d) 4.67(d) 5.58(d)
Net income (loss) per
common share........... (3.92) (2.78)(d) (3.89)(d) (.78)(d) 1.56(d) 4.67(d) 5.58(d)
Ratio of earnings to
fixed charges.......... (e) (e) (e) (e) 1.2 2.0 5.1
Dividends paid per
common share (d)....... -- $ 0.35 $ 0.35 $ 0.71 $ 0.71 $ 0.70 $ 0.35
Average common shares
outstanding............ 71,159 70,983(d) 70,987(d) 63,207(d) 61,257(d) 61,223(d) 61,251(d)
BALANCE SHEET DATA
(AT END OF PERIOD):
Working capital......... $ 190,622(g) $ 785,202 $ 756,964 $ 770,457 $ 439,502 $ 614,433 $ 457,477(c)
Property, plant and
equipment-net.......... 3,431,491 3,791,588 3,703,248 3,520,178 3,364,005 2,977,860 1,275,960
Goodwill................ 912,870 1,020,375 983,499 1,126,100 1,160,516 1,089,817 29,786
Total assets............ 6,724,579 7,192,766 7,026,973 6,902,852 6,689,989 6,253,708 2,395,038
Long-term debt.......... 3,782,414(f)(g) 4,042,082(f) 4,104,982(f) 4,046,379(f) 3,680,513(f) 3,536,911(f) 765,150
Stockholders' equity.... 738,842 1,296,823 1,102,691 1,537,543 1,460,487 1,347,624 1,063,558
OTHER DATA:
Net cash provided by
(used in) operating
activities............. $ (115,587) $ 46,457 $ 85,557 $ 210,498 $ 451,579(c) $ 315,196(c) $ 453,556(c)
Capital expenditures.... 100,665(h) 195,989(h) 281,446(h) 430,131(h) 551,986(h) 501,723(h) 136,588
Paperboard, paper and
market pulp:
Produced (thousand
tons)................ 5,498 5,605 7,517 7,365 7,447 6,772 4,729
Converted (thousand
tons)................ 3,291 3,327 4,373 4,228 4,241 3,930 3,344
Corrugated shipments
(billion sq. ft.)...... 39.80 39.30 51.67 49.18 47.16 41.56 34.47
Consolidated EBITDA
(i).................... 226,533 399,250 490,842 656,848 866,914 1,062,769 805,829
<FN>
- ----------------------------------
(a) The Company acquired Stone Canada in 1989.
(b) Restated to reflect the adoption of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" retroactive to January 1,
1992.
(c) Adjusted to conform with the current financial statement presentation.
(d) Amounts per common share and average common shares outstanding have been
adjusted to reflect a 2% Common Stock dividend issued September 15, 1992.
(e) The Company's earnings for the nine months ended September 30, 1993 and
1992 and the years ended December 31, 1992 and 1991 were insufficient to
cover fixed charges by $352.3 million, $172.1 million and $270.1 million
and $94.6 million, respectively.
(f) Includes approximately $539.1 million and $594.9 million as of September
30, 1993 and 1992, respectively, and $584.3 million, $573.3 million, $471.2
million and $267.2 million as of December 31, 1992, 1991, 1990 and 1989,
respectively, of long-term debt of certain consolidated subsidiaries that
is non-recourse to the parent.
(g) At September 30, 1993, $271 million of revolving credit facility borrowings
which were previously due on March 1, 1994 are classified as current
maturities of long-term debt.
(h) Includes approximately $12.4 million and $63.8 million for the nine months
ended September 30, 1993 and 1992, respectively, and $79.1 million, $219.8
million, $245.2 million and $36.8 million for 1992, 1991, 1990 and 1989,
respectively, of expenditures financed through project financings.
(i) "Consolidated EBITDA" means earnings before interest, taxes, depreciation
and amortization. EBITDA is not intended to represent cash flow or any
other measure of performance in accordance with GAAP. The Consolidated
EBITDA presented herein is different than the EBITDA definition in the
Company's Credit Agreements. In calculating EBITDA for purposes of the
Credit Agreements, Seminole Kraft, Stone Savannah and Stone-Consolidated
are accounted for using the equity method of accounting. See "Credit
Agreements" in the accompanying Prospectus.
</TABLE>
S-9
<PAGE>
RISK FACTORS
BEFORE INVESTING, PROSPECTIVE PURCHASERS OF THE NOTES SHOULD CAREFULLY
CONSIDER THE RISK FACTORS SET FORTH BELOW AND THE OTHER INFORMATION SET FORTH
AND INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS.
SIGNIFICANT LEVERAGE AND DEBT SERVICE REQUIREMENTS; LIMITED LIQUIDITY
The Company is significantly leveraged and will continue to be so after
completion of the Offerings. The Company's long-term debt to total
capitalization ratio was 74.3% at September 30, 1993. On a pro forma basis,
after giving effect to the Stone-Consolidated Transaction, the sale of the
Company's 49% equity interest in Titan and the sale by the Company of its
interest in two short line railroads (the "1993 Fourth Quarter Transactions")
and the Offerings, and the use of the estimated net proceeds therefrom, such
ratio at September 30, 1993 would have been approximately 71.8%. Capitalization,
for purposes of this ratio, includes long-term debt, deferred income taxes,
redeemable preferred stock, minority interests and stockholders' equity. Giving
effect to the 1993 Fourth Quarter Transactions and the Offerings, the amounts of
long-term debt (excluding capitalized lease obligations) outstanding at
September 30, 1993 maturing during the next five years and thereafter are as
follows:
<TABLE>
<CAPTION>
THE COMPANY
EXCLUDING STONE
SAVANNAH, SEMINOLE NON-RECOURSE
KRAFT AND INDEBTEDNESS OF CERTAIN
STONE-CONSOLIDATED SUBSIDIARIES (1) TOTAL
------------------- ----------------------- --------
(IN MILLIONS)
<S> <C> <C> <C>
Remainder of 1993............................. $ 4.7 $ 33.1 $ 37.8
1994.......................................... 17.6 54.3 71.9
1995.......................................... 293.5(2) 54.6 348.1(2)
1996.......................................... 302.4 67.0 369.4
1997.......................................... 774.4 68.1 842.5
1998.......................................... 458.0 137.8 595.8
Thereafter.................................... 1,587.3 576.9 2,164.2
<FN>
- ------------------------------
(1) Includes indebtedness of Stone Savannah, Seminole Kraft and
Stone-Consolidated. See "-- Credit Agreement Restrictions."
(2) The 1995 maturities include $261.3 million outstanding under Stone
Financial Corporation's and Stone Fin II Receivables Corporation's
revolving credit facilities, which the Company intends to extend or
refinance.
</TABLE>
The Company's income before interest expense and income taxes was
insufficient to cover interest expense for the nine months ended September 30,
1993 and 1992 and for the year ended December 31, 1992 by $346.8 million, $135.9
million and $229.3 million, respectively, and will continue to be insufficient
for at least 1994.
The Company's liquidity and financial flexibility is adversely affected by
continued losses which have resulted in utilization of a significant portion of
its revolving credit facilities (for which the borrowing availability was $60.0
million as of January 5, 1994). The net proceeds from the Offerings will be used
to (i) prepay approximately $403 million of the remaining 1995 and March 1996
required amortization under the Credit Agreements; (ii) redeem at par
approximately $98 million plus accrued interest of the Company's 13 5/8%
Subordinated Notes due 1995; and (iii) repay approximately $200 million of the
borrowings under the Company's revolving credit facilities without reducing the
commitments thereunder (or to the extent no borrowings are outstanding, the
Company may retain the balance in cash). See "Use of Proceeds." The Company is
also expecting to improve its liquidity and financial flexibility through a
transaction involving a favorable energy supply agreement relating to its mill
in Florence, South Carolina, the net proceeds of which would be applied to repay
borrowings under the revolving credit facilities without reducing commitments
thereunder (or to the extent no borrowings are outstanding, the Company may
retain the balance in cash). There can be no assurance, however, that this
transaction will be consummated or that the expected amount of proceeds from
such transaction will be received.
Notwithstanding the improvements in the Company's liquidity and financial
flexibility which will result from the Offerings and which would result from the
proposed energy supply contract transaction, unless the Company achieves
sustained price increases beyond current levels (including announced price
increases which have not yet been fully implemented as described under
"Prospectus Summary -- Recent Developments -- Products and
S-10
<PAGE>
Industry Trends"), the Company will continue to incur net losses and a deficit
in net cash provided by operating activities. Without such sustained price
increases, the Company may exhaust all or substantially all of its cash
resources and borrowing availability under the revolving credit facilities. In
such event, the Company would be required to pursue other alternatives to
improve liquidity, including further cost reductions, sales of assets, the
deferral of postponable capital expenditures, obtaining additional sources of
funds or pursuing the possible restructuring of its indebtedness. There can be
no assurance that such measures, if required, would generate the liquidity
required by the Company to operate its business and service its indebtedness.
Beginning in 1996 and continuing thereafter, the Company will be required to
make significant amortization payments on its indebtedness which will require
the Company to raise sufficient funds from operations or other sources or
refinance or restructure maturing indebtedness. No assurance can be given that
the Company will be successful in doing so.
ADVERSE INDUSTRY CONDITIONS AND CYCLICAL PRODUCT PRICING
The markets for paper, packaging products and commodity pulp sold by the
Company are highly competitive, and are sensitive to changes in industry
capacity and cyclical changes in the economy, both of which can significantly
impact selling prices and the Company's profitability. The markets for
containerboard and corrugated containers, which represent a substantial portion
of the Company's net sales, generally experienced price declines during the
period since 1990. The Company has, however, successfully implemented a $25 per
ton price increase for containerboard and is in the process of implementing a
price increase in corrugated containers. The Company expects to realize the
benefits of such price increases in the first quarter of 1994. Newsprint and
market pulp prices have also fallen substantially since 1990 due to
supply/demand imbalances. While newsprint prices generally increased in 1992, an
additional price increase announced in 1993 was unsuccessful. The Company has
announced a price increase for newsprint effective March 1, 1994 in light of
strengthening demand for newsprint. Market pulp prices, which had improved
modestly during 1992 from the low prices of 1991, began deteriorating in the
fourth quarter of 1992 and weakened further in 1993. The Company is also in the
process of implementing price increases effective January 1, 1994 for market
pulp of $40 to $80 per ton. There also can be no assurance that announced price
increases for the Company's products can be implemented, that prices for the
Company's products will not decline from current levels or that the Company will
not elect to take further economic downtime.
RECENT LOSSES; NET CASH USED IN OPERATING ACTIVITIES
The Company incurred losses of $233.5 million (before taking into account
the cumulative effect of an accounting change) and $273.0 million (taking into
account such change) for the nine months ended September 30, 1993, $169.9
million (before taking into account the cumulative effect of an accounting
change) and $269.4 million (taking into account such change) in 1992 and $49.1
million in 1991. Net cash used in operating activities totalled $115.6 million
for the nine months ended September 30, 1993, while net cash provided by
operating activities totalled $46.5 million for the nine months ended September
30, 1992. The Company expects the fourth quarter of 1993 will have a deficit in
net cash provided by operating activities. The Company expects to incur a net
loss for the quarter ending December 31, 1993 that will be less than the loss
reported for the third quarter of 1993. See "Selected Consolidated Financial
Data." As a result of the net losses, it has been necessary for the Company to
obtain various amendments and waivers of certain covenants in the Credit
Agreements. See "Credit Agreements" in the accompanying Prospectus. If current
pricing levels for the Company's products do not significantly improve, the
Company will continue to incur losses. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Outlook" in the accompanying
Prospectus.
CREDIT AGREEMENT RESTRICTIONS
All indebtedness under the Credit Agreements is secured by a substantial
portion of the assets of the Company. The Credit Agreements contain certain
restrictions on the Company, including requirements that the Company achieve and
maintain certain financial ratios (including a minimum current ratio, an
indebtedness ratio, minimum EBITDA (as defined in the Credit Agreements) and a
tangible net worth test). The restrictions also include, among other things,
limitations on the ability of the Company to incur additional indebtedness, to
create, incur or permit the existence of certain liens, to make guarantees, to
make certain investments, to make aggregate capital expenditures above certain
levels, to make certain payments with respect to its outstanding stock, and to
enter into
S-11
<PAGE>
certain types of transactions. In particular, the Credit Agreements currently
prohibit investments in Stone Venepal (Celgar) Pulp Inc., and
Stone-Consolidated. A default by Stone-Consolidated of any of its obligations in
excess of $10 million constitutes a default under the Credit Agreements.
The Credit Agreements also limit in certain specific circumstances any
further investments by the Company in two of its subsidiaries, Seminole Kraft
and Stone Savannah. Stone Savannah and Seminole Kraft have incurred substantial
indebtedness in connection with project financings and are significantly
leveraged. As of September 30, 1993, Stone Savannah had $413.8 million in
outstanding indebtedness (including $280.1 million in secured indebtedness owed
to bank lenders) and Seminole Kraft had $179.8 million in outstanding
indebtedness (including $117.5 million in secured indebtedness owed to bank
lenders). The Company has entered into separate output purchase agreements with
each subsidiary which require the Company to purchase the output of the mills
operated by each subsidiary at rates which are above current market rates until
September 30, 1994 for Seminole Kraft, until December 20, 1994 for linerboard
production at Stone Savannah and until November 14, 1995 for market pulp
production at Stone Savannah. After such dates, the Company is required to
purchase the respective productions at market prices for the remaining terms of
these agreements. At the time that the fixed price provisions of the output
purchase agreements terminate, such subsidiaries may need to undertake
additional measures to meet their debt service requirements, including obtaining
additional sources of funds, postponing or restructuring of debt service
payments or refinancing of the indebtedness. In the event that such measures are
required and are not successful, and such indebtedness is accelerated by the
respective lenders to Stone Savannah or Seminole Kraft, the lenders to the
Company under various of its debt instruments will be entitled to accelerate the
indebtedness owed by the Company. The cross-acceleration provisions in the
Credit Agreements are effective upon the completion of the Offerings. Prior to
the completion of the Offerings, the Credit Agreements contained cross-default
provisions similar to the cross-default provisions mentioned above for
Stone-Consolidated Corporation.
There can be no assurance that the Company will be able to achieve and
maintain compliance with the prescribed financial ratio tests or other
requirements of the Credit Agreements. Failure to achieve or maintain compliance
with such financial ratio tests or other requirements under the Credit
Agreements, in the absence of a waiver or amendment, would result in an event of
default and could lead to the acceleration of the obligations under the Credit
Agreements. The Company has successfully sought and received waivers and
amendments to its Credit Agreements on various occasions since entering into the
Credit Agreements. Most recently, the Credit Agreements were modified to permit
the earnings from the sale of the Company's interest in Titan to be included in
EBITDA (as defined in the Credit Agreements) solely for purposes of satisfying
the minimum EBITDA requirement for the quarter ended December 31, 1993. On
December 17, 1993, the Company obtained approval of amendments to the Credit
Agreements in connection with the Stone-Consolidated Transaction which
permitted, among other things, Stone-Consolidated to grant liens on its property
to the holders of its 10.25% Senior Secured Notes due 2000 and the lenders under
its revolving credit facilities, and restricted Stone-Consolidated's ability to
pay dividends on its capital stock. In connection with the Offerings, the
Company is seeking further amendments to the Credit Agreements which will, upon
the effective date of the Offerings, amend the Credit Agreements including to
change certain financial covenants. See "Recent Developments -- Amendments to
Credit Agreements." If further waivers or amendments are requested by the
Company, there can be no assurance that the Company's bank lenders will again
grant such requests. The failure to obtain any such waivers or amendments would
reduce the Company's flexibility to respond to adverse industry conditions and
could have a material adverse effect on the Company. See "Credit Agreements --
Covenants" in the accompanying Prospectus.
FUTURE ACCESS TO THE CAPITAL MARKETS
Giving effect to the Offerings, the Company will have sold securities on a
number of occasions in the last two years for total proceeds in excess of $2.0
billion. The recent issuance of a substantial amount of securities may make it
difficult, at least in the near future, for the Company to access the capital
markets for further financings and therefore may limit the Company's sources for
future liquidity.
RANKING
The Notes will be senior unsecured obligations of the Company and will rank
PARI PASSU in right of payment with all existing and future Senior Indebtedness,
including the indebtedness under the Credit Agreements and the Company's 11 7/8%
Senior Notes due 1998 and 12 5/8% Senior Notes due 1998. The payment of the
principal of,
S-12
<PAGE>
interest on and any other amounts due on Subordinated Indebtedness will be
subordinated in right of payment to the prior payment in full of the Notes. As
of September 30, 1993, the total amount of outstanding Senior Indebtedness was
approximately $1.8 billion (which amount does not reflect the 1993 Fourth
Quarter Transactions and the Offerings and the application of the net proceeds
therefrom).
A substantial portion of the Company's assets currently secure borrowings
outstanding under the Credit Agreements. At September 30, 1993 (without
adjusting for the 1993 Fourth Quarter Transactions and the Offerings and the
application of the net proceeds therefrom), the Company had approximately $1.48
billion of term loans and approximately $271 million in revolving credit
borrowings under the Credit Agreements. In the event of the Company's insolvency
or liquidation, the claims of the lenders under the Credit Agreements would have
to be satisfied out of such collateral before any such assets would be available
to pay claims of holders of the Notes. If the lenders under the Credit
Agreements should foreclose on such collateral, no assurance can be given that
there will be sufficient assets available in the Company to pay amounts due on
the Notes. See "Description of Debt Securities -- Ranking" in the accompanying
Prospectus.
ENVIRONMENTAL MATTERS
The Company's operations are subject to extensive environmental regulation
by federal, state and local authorities in the United States and regulatory
authorities with jurisdiction over its foreign operations. Such regulation
requires significant capital expenditures. On December 17, 1993, the
Environmental Protection Agency proposed regulations under the Clean Air Act and
the Clean Water Act for the pulp and paper industry which when implemented would
affect directly many of the Company's facilities. Since the regulations have
only recently been proposed, the Company is currently unable to estimate the
nature or level of future expenditures that may be required to comply. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Financial Condition and Liquidity -- Environmental Issues" in the
accompanying Prospectus. In addition, the Company is from time to time subject
to litigation and governmental proceedings regarding environmental matters in
which injunctive and/or monetary relief is sought. The Company has been named as
a potentially responsible party ("PRP") at a number of sites which are the
subject of remedial activity under the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA" or "Superfund") or comparable state
laws. Although the Company is subject to joint and several liability imposed
under Superfund, at most of the multi-PRP sites there are organized groups of
PRPs and costs are being shared among PRPs. The Company currently believes that
adequate provisions have been established for these sites and that such costs
will not, individually or in the aggregate, have a material adverse effect on
its financial position or future operating results.
LIMITED MARKET FOR NOTES
It is likely that the Notes will have a limited trading market and the
Company does not intend to list them on any securities exchange. The
Representatives have each indicated an intention initially to make a market in
the Notes as permitted by applicable laws and regulations. No underwriter,
however, is obligated to make a market in the Notes and any such market making
could be discontinued at any time at the sole discretion of such underwriter.
S-13
<PAGE>
COMPANY PROFILE
The following is a profile of the Company's products, markets, industry
position, manufacturing facilities and 1992 production and shipment figures:
<TABLE>
<CAPTION>
INDUSTRY MANUFACTURING 1992 PRODUCTION
MARKETS POSITION FACILITIES & SHIPMENTS
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
PAPERBOARD AND CONTAINERBOARD A broad range of Industry leader Production at 16 4.425 million
PAPER PACKAGING AND CORRUGATED manufacturers of mills short tons of
CONTAINERS consumable and container-board
durable goods Converting at produced
and other 106 plants
manufacturers of 51.7 billion
corrugated square feet of
containers. corrugated
containers
shipped
KRAFT PAPER AND Supermarket Industry leader Production at 6 563 thousand
BAGS AND SACKS chains and other mills short tons of
retailers of kraft paper
consumable Converting at 19 produced
products. plants
Industrial and 689 thousand
consumer bags short tons of
sold to the paper bags and
food, sacks shipped
agricultural,
chemical and
cement
industries,
among others.
BOXBOARD, Manufacturers of A major position Production at 2 81 thousand
FOLDING CARTONS consumable in Europe; a mills short tons of
AND OTHER goods, nominal position boxboard and
especially food, in North America Converting at 11 other paperboard
beverage and plants produced
tobacco
products, and 80 thousand
other box short tons of
manufacturers. folding cartons
and partitions
shipped
WHITE PAPER NEWSPRINT Newspaper A major position Production at 6 1.243 million
AND PULP publishers and mills short tons
commercial produced
printers.
UNCOATED Producers of A major position Production at 2 381 thousand
GROUNDWOOD PAPER advertising mills short tons
materials, produced
magazines,
directories and
computer papers.
MARKET PULP Manufacturers of A major position Production at 5 824 thousand
paper products, mills short tons
including fine produced
papers,
photographic
papers, tissue
and newsprint.
WOOD PRODUCTS LUMBER, PLYWOOD Construction and A moderate Production at 18 541 million
AND VENEER furniture position in mills board feet of
industries. North America lumber produced
551 million
square feet of
plywood and
veneer produced
</TABLE>
S-14
<PAGE>
STONE CONTAINER CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1993
Set forth below are the unaudited pro forma condensed consolidated statement
of operations of the Company for the nine months ended September 30, 1993. The
unaudited pro forma condensed consolidated statements of operations includes the
historical results of the Company and gives effect to the Stone-Consolidated
Transaction as if it had occurred as of January 1, 1993. THE PRO FORMA FINANCIAL
DATA DOES NOT PURPORT TO BE INDICATIVE OF THE COMPANY'S RESULTS OF OPERATIONS
THAT WOULD ACTUALLY HAVE BEEN OBTAINED HAD THE STONE-CONSOLIDATED TRANSACTION
BEEN COMPLETED AS OF THE DATE OR FOR THE PERIOD PRESENTED, OR TO PROJECT THE
COMPANY'S RESULTS OF OPERATIONS AT ANY FUTURE DATE OR FOR ANY FUTURE PERIOD. The
unaudited pro forma adjustments are based upon available information and upon
certain assumptions that the Company believes are reasonable. The unaudited pro
forma financial data and accompanying notes should be read in conjunction with
the historical financial information of the Company, including the notes
thereto, included elsewhere in this Prospectus and the Company's Current Report
on Form 8-K dated January 3, 1994, which is incorporated by reference herein.
<TABLE>
<CAPTION>
HISTORICAL
(NOTE 1) PRO FORMA ADJUSTMENTS PRO FORMA
NINE MONTHS ENDED (NOTE 2) NINE MONTHS ENDED
SEPTEMBER 30, 1993 STONE-CONSOLIDATED SEPTEMBER 30, 1993
------------------- ------------------------- -------------------
(in millions, except per share data)
<S> <C> <C> <C>
Net sales................................................ $ 3,816.5 $ $ 3,816.5
Operating Costs and Expenses:
Cost of products sold.................................... 3,180.9 3,180.9
Selling, general and administrative expenses............. 404.8 404.8
Depreciation and amortization............................ 262.1 262.1
Equity (income) loss from affiliates..................... 5.6 5.6
-------- ----- --------
3,853.4 3,853.4
-------- ----- --------
Loss from operations..................................... (36.9) (36.9)
Interest expense......................................... (311.3) 15.4(a) (330.1)
(34.2)(b)
Other net................................................ 1.3 (4.2)(c) 3.9
6.8(d)
-------- ----- --------
Loss before income taxes and cumulative effect of an
accounting change....................................... (346.9) (16.2) (363.1)
Credit for income taxes.................................. (113.4) (7.8)(e) (121.2)
-------- ----- --------
Net loss before cumulative effect of an accounting
change.................................................. $ (233.5) $ (8.4) $ (241.9)
-------- ----- --------
-------- ----- --------
Loss per share of common stock before cumulative effect
of an accounting change................................. $ (3.36) $ (3.48)
-------- --------
-------- --------
Weighted average common shares outstanding............... 71.2 71.2
-------- --------
-------- --------
<FN>
- ------------------------
(1) Basis of preparation:
The unaudited pro forma condensed consolidated Statement of Operations
has been prepared from and should be read in conjunction with the
historical consolidated financial statements of the Company.
The pro forma condensed consolidated Statement of Operations gives
effect to the following pro forma adjustments as of January 1, 1993.
(2) Pro forma adjustments:
(a) To record a reduction to historical interest expense of $15.4 million as a
result of the assumed repayment of certain Credit Agreements indebtedness.
</TABLE>
h-TM-
S-15
<PAGE>
<TABLE>
<S> <C>
(b) To record pro forma interest expense and amortization of debt fees of
$30.2 million related to Stone-Consolidated's 10.25% Senior Secured
Notes due 2000 and 8% Convertible Unsecured Subordinated Debentures due
2003 and to record amortization of the amendment fees of $4.0 million
related to the Company's restated Credit Agreements.
(c) To increase the foreign exchange transaction losses by $4.2 million to
reflect the effects of foreign currency revaluation pertaining to
Stone-Consolidated's U.S. denominated 10.25% Senior Secured Notes due
2000, partially offset by the reversal of the historical foreign
exchange transaction losses associated with the U.S. denominated debt
that was repaid.
(d) To record the minority interest share of the net losses of
Stone-Consolidated of $6.8 million for the nine months ended September
30, 1993 based on the pro forma statement of operations of
Stone-Consolidated.
(e) To record the adjustment to income taxes of $7.8 million pertaining to
the interest expense adjustments recorded in note 2(a) and 2(b) and for
the foreign exchange transaction loss adjustment recorded in note 2(c)
using the applicable U.S. and Canadian statutory income tax rates of
39.6 percent and 35.0 percent. The U.S. tax rates include the effects
of state income tax rates.
</TABLE>
USE OF PROCEEDS
The net proceeds to the Company from the Offerings are estimated to
aggregate $ million ($ million if the Underwriters' over-allotment option
with respect to the Common Stock Offering is exercised in full). Such proceeds
will be used to repay indebtedness of the Company and for general corporate
purposes, as set forth below. For further information on the interest rate,
maturity and other terms with respect to the Company's indebtedness, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Financial Condition and Liquidity" and "Credit Agreements" in the
accompanying Prospectus.
The sources and uses of funds in connection with the Offerings are estimated
to be as follows:
<TABLE>
<CAPTION>
(IN
MILLIONS)
<S> <C>
SOURCES:
Notes..................................................................................... $ 500.0
------------
Common Stock Offering..................................................................... 236.3
------------
TOTAL:...................................................................................... $ 736.3
------------
------------
USES:
Prepayment of Credit Agreements amortization.............................................. $ 403.1
Redemption of 13 5/8% Subordinated Notes due 1995 (plus accrued interest)................. 100.0
General Corporate Purposes (1)............................................................ 233.2
TOTAL:...................................................................................... $ 736.3
------------
------------
<FN>
- ------------------------------
(1) Includes repayments of borrowings under the revolving credit facilities
which can be reborrowed and fees and expenses of the Offerings.
</TABLE>
S-16
<PAGE>
CAPITALIZATION
The following table sets forth a summary of the short-term debt and
capitalization of the Company, on a consolidated basis at September 30, 1993, as
adjusted to give effect to the 1993 Fourth Quarter Transactions and the
application of the estimated net proceeds therefrom to reduce indebtedness under
the Credit Agreements and as further adjusted to give effect to the Offerings
and the application of the estimated net proceeds therefrom to reduce
indebtedness.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1993
------------------------------------------
AS ADJUSTED FOR
THE 1993 FOURTH AS FURTHER
QUARTER ADJUSTED FOR
ACTUAL TRANSACTIONS THE OFFERINGS
---------- --------------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Short-term debt:
Notes payable................................................................. $ 12,116 $ 12,116 $ 12,116
Current maturities of long-term debt.......................................... 757,731 77,921 77,921
---------- --------------- -------------
Total short-term debt....................................................... $ 769,847 $ 90,037 $ 90,037
---------- --------------- -------------
---------- --------------- -------------
Long-term debt:
Senior debt:
Credit Agreements other than revolving credit facilities.................... $1,482,800 $ 1,156,067(a) $ 854,931(b)
Less: Current maturities.................................................... (408,810) -- --
Revolving credit facilities................................................. 271,000 121,761(c) --(d)
Less: Current maturities.................................................... (271,000) --(e) --
12 5/8% Senior Notes due July 15, 1998...................................... 150,000 150,000 150,000
11 7/8% Senior Notes due December 1, 1998................................... 238,859 238,859 238,859
% Senior Notes due 2001................................................... -- -- 500,000
4% -- 11 5/8% fixed rate debt and other variable rate debt (including
capitalized lease obligations)............................................. 279,948 307,355 307,355
Obligations under accounts receivable securitization programs............... 261,300 261,300 261,300
Less: Current maturities...................................................... (18,483) (18,483) (18,483)
---------- --------------- -------------
Total senior long-term debt................................................. 1,985,614 2,216,859 2,293,962
---------- --------------- -------------
Subordinated debt:
10 3/4% Senior Subordinated Notes due June 15, 1997......................... 150,000 150,000 150,000
11% Senior Subordinated Notes due August 15, 1999........................... 125,000 125,000 125,000
11 1/2% Senior Subordinated Notes due September 1, 1999..................... 230,000 230,000 230,000
10 3/4% Senior Subordinated Debentures due April 1, 2002.................... 199,095 199,095 199,095
8 7/8% Convertible Senior Subordinated Notes due July 15, 2000.............. 248,429 248,429 248,429
13 5/8% Subordinated Notes due June 1, 1995................................. 98,114 98,114 --
12 1/8% Subordinated Debentures due September 15, 2001 (f).................. 92,110 92,110 92,110
6 3/4% Convertible Subordinated Debentures due February 15, 2007............ 115,000 115,000 115,000
Variable Rate Subordinated Note due January 16, 1994........................ 4,875 4,875 4,875
Less: Current maturities...................................................... (4,875) (4,875) (4,875)
---------- --------------- -------------
Total subordinated long-term debt........................................... 1,257,748 1,257,748 1,159,634
---------- --------------- -------------
Debt of consolidated subsidiaries (non-recourse to parent).................... 593,615 991,865 991,865
Less: Current maturities...................................................... (54,563) (54,563) (54,563)
---------- --------------- -------------
Total long-term debt of consolidated subsidiaries (non-recourse to
parent).................................................................... 539,052 937,302 937,302
---------- --------------- -------------
Total long-term debt........................................................ 3,782,414 4,411,909 4,390,898
---------- --------------- -------------
Stockholders' equity:
$1.75 Series E Cumulative Convertible Exchangeable Preferred Stock (4,600,000
shares, $25 per share liquidation preference)................................ 114,983 114,983 114,983
Common Stock.................................................................. 648,650 571,376(g) 793,185(h)
Retained earnings............................................................. 219,020 238,020(i) 238,020
Foreign currency translation adjustment....................................... (238,068) (238,068) (238,068)
Unamortized expense of restricted stock plan.................................. (5,723) (5,723) (5,723)
---------- --------------- -------------
Total stockholders' equity.................................................. 738,862 680,588 902,397
---------- --------------- -------------
Total capitalization........................................................ 4,521,276 5,092,497 5,293,295
---------- --------------- -------------
Total short-term debt and capitalization.................................... $5,291,123 $ 5,182,534 $ 5,383,332
---------- --------------- -------------
---------- --------------- -------------
SEE FOOTNOTES ON THE FOLLOWING PAGE
</TABLE>
S-17
<PAGE>
- ------------------------------
(a) Reflects the prepayment of $326.7 million as a result of the 1993 Fourth
Quarter Transactions.
(b) Reflects the prepayment of $301.1 million as a result of the Offerings.
(c) Reflects the repayment of $149.2 million as a result of the 1993 Fourth
Quarter Transactions.
(d) Reflects the repayment of $121.8 million as a result of the Offerings. Upon
consummation of the Offerings, the Company will have no borrowings under its
total revolving credit facilities commitments of $224.0 million.
(e) As a result of the December 17, 1993 amendment to the Credit Agreements, the
maturity of the Company's revolving credit facility was extended from March
1, 1994 to March 1, 1997.
(f) Obligations of Stone-Southwest, Inc., a wholly-owned subsidiary of the
Company.
(g) The Stone-Consolidated Transaction resulted in a charge to Common Stock of
approximately $77.3 million.
(h) The Common Stock Offering assumes the issuance of 21,000,000 shares at a
price of $11.25 per share with issuance costs of approximately $14.4
million.
(i) The 1993 Fourth Quarter Transactions resulted in an after-tax gain of
approximately $19.0 million.
S-18
<PAGE>
CERTAIN TERMS OF THE NOTES
GENERAL
The Notes are an issue of the Company's Debt Securities (described in the
accompanying Prospectus as "Offered Debt Securities"). The following description
of the Notes supplements, and should be read in conjunction with, the statements
under "Description of Debt Securities" in the accompanying Prospectus.
The Notes will be senior unsecured obligations of the Company, will be
limited to $500 million aggregate principal amount and will be issued under an
Indenture dated as of November 1, 1991, as supplemented by the First
Supplemental Indenture dated as of June 23, 1993 (the "Indenture"), between the
Company and The Bank of New York, a New York banking corporation, as trustee.
The Notes will mature on , 2001. The Notes are not redeemable at
the option of the Company prior to , 1999. Thereafter, the Notes may
be redeemed at the option of the Company, at any time as a whole, or from time
to time in part, on not less than 30 nor more than 60 days notice, at the
redemption prices (expressed as a percentage of principal amount) set forth
below, plus accrued and unpaid interest to the date of redemption:
<TABLE>
<CAPTION>
REDEMPTION DATE REDEMPTION PRICE
- -------------------------------------- --------------------------------------
<S> <C>
and thereafter at 100% of principal amount.
</TABLE>
The Notes will bear interest at the rate per annum shown on the cover page
of this Prospectus Supplement, from the date of original issuance of the Notes.
Interest on the Notes will be payable semi-annually on and of
each year, commencing , to the Holders in whose names the Notes
are registered at the close of business on the preceding and
respectively.
The Notes do not provide for any sinking fund.
The Notes are subject to defeasance and discharge as described in
"Description of Debt Securities -- Satisfaction and Discharge of Indenture;
Defeasance" in the accompanying Prospectus.
In the event that the Company is required but unable to make a Deficiency
Offer (as defined), the Reset Rate (as defined) on the Notes will be the greater
of (x) the Initial Interest Rate (as defined) and (y) the sum of (A) basis
points and (B) the higher of the Year Treasury Rate and the Year Treasury
Rate (each as defined). See "Description of the Debt Securities -- Certain
Covenants -- Maintenance of Subordinated Capital Base" in the accompanying
Prospectus.
S-19
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement") among the Company and Salomon Brothers Inc, Bear,
Stearns & Co. Inc., BT Securities Corporation, Kidder Peabody & Co.
Incorporated, Chemical Securities Inc. and NationsBanc Capital Markets, Inc.
(the "Underwriters"), the Company has agreed to sell to the Underwriters, and
the Underwriters have severally agreed to purchase, the respective principal
amounts of the Notes set forth opposite their names below. The Underwriting
Agreement provides that the obligations of the Underwriters are subject to
certain conditions precedent and that the Underwriters will be obligated to
purchase all of the Notes if any are purchased. It is a condition precedent to
the Underwriters' obligations to purchase the Notes pursuant to the Underwriting
Agreement that the sale of the Common Stock by the Company occur simultaneously.
<TABLE>
<CAPTION>
Principal
Underwriter Amount
- ------------------------------------------------------------------------------ -------------
<S> <C>
Salomon Brothers Inc..........................................................
Bear, Stearns & Co. Inc.......................................................
BT Securities Corporation.....................................................
Kidder, Peabody & Co. Incorporated............................................
Chemical Securities Inc. .....................................................
NationsBanc Capital Markets, Inc. ............................................
-------------
Total................................................................... $ 500,000,000
-------------
-------------
</TABLE>
The Underwriters have advised the Company that they propose initially to
offer the Notes directly to the public at the public offering price set forth on
the cover page of this Prospectus Supplement and to certain dealers at such
price less a concession of % of the principal amount of the Notes. The
Underwriters may allow and such dealers may reallow a concession not in excess
of % of the principal amount of the Notes on sales to certain other dealers.
After the initial offering, the public offering price and concessions to dealers
may be changed.
The Company has agreed to indemnify the Underwriters against certain civil
liabilities, including certain liabilities under the Securities Act of 1933, as
amended (the "Act").
The Notes are new issues of securities with no established trading market.
The Company has been advised by certain of the Underwriters that they intend to
make a market in the Notes, but they are not obligated to do so and may
discontinue such market making at any time without notice. No assurance can be
given as to the development or liquidity of any trading market for the Notes.
The Company has agreed that, for a period of thirty days from the date of
the issuance of the Notes, without the consent of Salomon Brothers Inc, acting
on behalf of the Underwriters, neither the Company nor any subsidiary of the
Company (except in limited circumstances) will (i) file with the Securities and
Exchange Commission or publicly announce its intent to file any registration
statement under the Securities Act of 1933, as amended (the "Act"), or
pre-effective amendment to any registration statement under the Act relating to
debt securities (other than industrial development bonds) or (ii) enter into any
agreement for or consummate the sale of, or publicly announce its intent to
sell, any debt securities (other than the Notes and industrial development
bonds).
Certain of the Underwriters from time to time perform investment banking and
other financial advisory services for the Company for which they receive
customary compensation.
Bankers Trust Company ("Bankers Trust"), an affiliate of BT Securities
Corporation, is the agent and a lender, and Chemical Bank, an affiliate of
Chemical Securities Inc., is a co-agent and lender under the Credit Agreements.
NationsBank, N.A., an affiliate of NationsBanc Capital Markets, Inc., is a
lender under the Credit Agreements. In their capacity as lenders under the
Credit Agreements, Bankers Trust, Chemical Bank and Nationsbank would receive
their pro rata share of the net proceeds of the sale of the Notes hereunder used
to repay indebtedness under the Credit Agreements. See "Use of Proceeds." In the
aggregate, such lenders may receive more than 10% of the net proceeds from the
distribution of the Notes. Under the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. (the "NASD"), when affiliates of members
of the NASD participating in a distribution of debt securities receive in the
aggregate more than 10% of the net proceeds of such distribution, the yield at
which such
S-20
<PAGE>
debt securities may be distributed to the public can be no lower than that
recommended by a "qualified independent underwriter," as defined by Section 2(1)
of Schedule E to the By-Laws of the NASD. Accordingly, in connection with the
offering of the Notes, Salomon Brothers Inc intends to serve as a qualified
independent underwriter in recommending the yield at which the Notes will be
offered and conducting due diligence. Bankers Trust is also the indenture
trustee for the Company's 11 1/2% Senior Subordinated Notes due September 1,
1999.
LEGAL MATTERS
The validity of the Notes offered hereby will be passed upon for the Company
by Leslie T. Lederer, Vice President, Secretary and Counsel of the Company (who
owns approximately 15,900 shares of Common Stock) and by Sidley & Austin,
Chicago, Illinois. Certain legal matters will be passed upon for the
Underwriters by Cleary, Gottlieb, Steen & Hamilton, New York, New York.
S-21
<PAGE>
PROSPECTUS
[LOGO] STONE CONTAINER CORPORATION
SENIOR DEBT SECURITIES
SENIOR SUBORDINATED DEBT SECURITIES
SUBORDINATED DEBT SECURITIES
COMMON STOCK
------------------
Stone Container Corporation (the "Company") may offer from time to time in
one or more series up to $1 billion aggregate initial offering price of (i) its
unsecured debt securities (the "Debt Securities"), which may be either senior
(the "Senior Debt Securities"), senior subordinated (the "Senior Subordinated
Debt Securities") or subordinated ("Subordinated Debt Securities"), and (ii)
shares of its common stock (the "Common Stock"). The Debt Securities and the
Common Stock (together, the "Securities") may be offered separately or together,
in separate series, in amounts, at prices and on terms to be determined at the
time of sale and set forth in one or more supplements to this Prospectus (a
"Prospectus Supplement").
The Senior Debt Securities will rank equally in right of payment with all
other Senior Indebtedness (as defined) of the Company. The Senior Subordinated
Debt Securities will be subordinated in right of payment to all Senior
Indebtedness of the Company and senior in right of payment to all Junior
Subordinated Indebtedness (as defined). The Subordinated Debt Securities will be
subordinated in right of payment to Senior Indebtedness and Senior Subordinated
Indebtedness (as defined). If Debt Securities are offered, the Prospectus
Supplement will set forth the terms of such Debt Securities, including the
specific designation, aggregate principal amount, authorized denominations, any
premium, any interest rate (which may be fixed or variable), maturity, any
interest payment dates, any optional or mandatory redemption terms, any sinking
fund provisions, any subordination or conversion terms, the initial public
offering price and any other terms of the offering.
If Common Stock is offered, the Prospectus Supplement will set forth the
number of shares, the initial public offering price and any other terms of the
offering.
This Prospectus also relates to an indeterminate number of shares of the
Company's Common Stock, because the Company may elect to issue Senior
Subordinated Debt Securities that are convertible into Common Stock. If such
convertible Debt Securities are offered, the Prospectus Supplement will set
forth the terms by which such Debt Securities offered thereby may be converted
into shares of Common Stock.
The Securities may be sold (i) through underwriting syndicates represented
by managing underwriters, or by underwriters without a syndicate, such
underwriters to be designated at the time of sale; (ii) through agents
designated from time to time; or (iii) directly by the Company. See "Plan of
Distribution." The names of any underwriters or agents of the Company involved
in the sale of the Securities, and any applicable commissions or discounts, will
be set forth in the corresponding Prospectus Supplement. The net proceeds to the
Company from such sale also will be set forth in the corresponding Prospectus
Supplement.
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN RISK FACTORS THAT SHOULD BE
CONSIDERED IN CONNECTION WITH THIS OFFERING.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is January 7, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following regional offices of
the Commission: Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 13th Floor, Seven World Trade Center, New York, New
York 10048. Copies of such materials may be obtained from the Public Reference
Branch of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. In addition, such reports, proxy statements and other
information can be inspected at the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005, on which exchange the Common Stock of the
Company is listed.
The Company has filed with the Commission in Washington, D.C. a Registration
Statement under the Securities Act of 1933, as amended (the "Act"), with respect
to the Securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, as permitted by the rules
and regulations of the Commission. For further information pertaining to the
Company and the Securities offered hereby, reference is made to the Registration
Statement and the exhibits thereto, which may be examined without charge at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies thereof may be obtained from the Public
Reference Branch of the Commission upon payment at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed by the Company with the
Commission are incorporated by reference in this Prospectus:
(a) the Company's Annual Report on Form 10-K for the year ended December
31, 1992, as amended by Form 8 dated April 9, 1993 and as further amended by
Form 10-K/A-1 dated June 24, 1993;
(b) the Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1993, June 30, 1993 and September 30, 1993;
(c) the Company's Current Reports on Form 8-K dated January 8, 1993,
April 15, 1993, June 24, 1993, July 7, 1993, July 26, 1993, September 30,
1993, January 3, 1994 and January 5, 1994; and
(d) the description of the Rights (as defined herein) contained in the
Company's Registration Statement on Form 8-A dated July 27, 1988, as amended
by Form 8 dated August 2, 1990.
All documents filed by the Company pursuant to Section 13(a), 14 or 15(d) of
the Exchange Act after the date of this Prospectus and prior to the termination
of the offering of the Securities contemplated hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated by reference or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for all purposes of this Prospectus to
the extent that a statement contained herein or in any subsequently filed
document which also is incorporated or deemed to be incorporated by reference
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 Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of such
person, a copy of any and all of the documents referred to above which have been
or may be incorporated in this Prospectus by reference, other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
therein. Requests for such copies should be directed to: Investor Relations
Department, Stone Container Corporation, 150 North Michigan Avenue, Chicago,
Illinois 60601; telephone number (312) 346-6600.
2
<PAGE>
THE COMPANY
GENERAL
The Company is a major international pulp and paper company engaged
principally in the production and sale of paper, packaging products and
commodity pulp. The Company believes that it is the world's largest producer of
unbleached containerboard and kraft paper and the world's largest converter of
those products. The Company also believes that it is one of the largest paper
companies in terms of annual tonnage produced. The Company produced 5.0 million
tons and 4.9 million tons of unbleached containerboard and kraft paper in 1992
and 1991, respectively, which accounted for approximately 66% of its total
tonnage produced for both 1992 and 1991. The Company had net sales of
approximately $5.5 billion and $5.4 billion in 1992 and 1991, respectively. As
used herein, the term "Company" includes Stone Container Corporation, its
subsidiaries and its affiliates, except as the context otherwise may require.
The Company has increased dramatically in size over the past ten years,
primarily through four major acquisitions, including the 1989 acquisition of
Consolidated-Bathurst Inc. (a Canadian corporation, now renamed Stone Container
(Canada) Inc. ("Stone Canada")), and several smaller acquisitions. The
acquisition of Stone Canada increased the Company's market share in its core
business operations and provided the Company with the opportunity to pursue its
strategy to expand its production capacity and sales in international markets.
OPERATIONS
The following table presents actual annual mill production capacity of the
Company at December 31, 1992 and at December 31, 1991:
<TABLE>
<CAPTION>
PAPERBOARD AND PAPER
WHITE PAPER AND PULP
PACKAGING TOTAL
-------------------- -------------------- --------------------
1992 1991 1992 1991 1992 1991
--------- --------- --------- --------- --------- ---------
(IN THOUSANDS OF SHORT TONS)(A)
<S> <C> <C> <C> <C> <C> <C>
United States.............................................. 4,572 4,456 847 838 5,419 5,294
Canada..................................................... 436 414 1,783 1,730 2,219 2,144
Europe..................................................... 310 294 306 315 616 609
Other...................................................... 58 45 -- -- 58 45
--------- --------- --------- --------- --------- ---------
5,376 5,209 2,936 2,883 8,312 8,092
--------- --------- --------- --------- --------- ---------
<FN>
- ------------------------
(a) Includes 25% of production capacity of the Celgar mill, 49% of the
facilities of Empaques de Carton Titan, S.A. and 100% of Seminole Kraft and
Stone Savannah River mills.
</TABLE>
The paperboard and paper packaging segment of the Company's business
includes the manufacture of linerboard, corrugating medium and kraft paper,
among other products. Linerboard and corrugating medium are the basic materials
used in the manufacture of corrugated containers. Kraft paper is primarily used
to produce paper bags and sacks. The Company's principal customers for
linerboard, corrugating medium and kraft paper are its corrugated container
division and its bag divisions. In 1992 and 1991, those divisions consumed
approximately 88% and 87%, respectively, of the Company's aggregate production
of linerboard, corrugating medium and kraft paper.
The Company has more than 100 board converting operations, which produced
and shipped approximately 51.7 billion square feet and 49.2 billion square feet
of corrugated containers in 1992 and 1991, respectively. Corrugated shipments by
U.S. facilities were approximately 12% of the total U.S. industry shipments in
both 1992 and 1991. Corrugated containers are sold in a broad range of markets.
The Company operates 19 kraft paper converting facilities, which shipped
approximately 689 thousand tons and 735 thousand tons of paper bags and sacks
nationwide in 1992 and 1991, respectively. These shipments represented
approximately 34% and 35% of the total U.S. industry shipments for 1992 and
1991, respectively. The Company believes that it is the leading North American
producer of paper bags and sacks. Kraft paper is converted at the Company's
plants into grocery bags and sacks, merchandise bags and multiwall shipping
sacks. Grocery
3
<PAGE>
bags and sacks are sold primarily to supermarket chains; merchandise bags are
sold primarily to retailers of consumer products; and multiwall shipping sacks
are sold to the agricultural, chemical and cement industries, among others.
Wood fiber, particularly from wood chips, and waste paper constitute the
basic raw materials for linerboard, corrugating medium, unbleached kraft paper,
newsprint, groundwood paper and market pulp. Wood fiber resources are available
within economic proximity of the mills and the Company has not experienced any
significant difficulty in obtaining such resources, although environmental
concerns in the Pacific Northwest (including the designation of the spotted owl
as a threatened species) have reduced the supply of wood in that region.
Consistent with its strategy to obtain long-term wood fiber sources without the
costs associated with land ownership, the Company sold approximately 329
thousand acres of timberland during the years 1988 through 1992. This acreage
had been owned by Southwest Forest Industries, Inc., now named Stone Southwest,
Inc., which was acquired by the Company in 1987. At December 31, 1992, the
Company had approximately 14 thousand and 343 thousand acres of private fee
timberland in the United States and Canada, respectively. The Company assists
certain landowners in the Southeastern United States in managing approximately
2.0 million acres of timberland.
Recycled fiber, one of the Company's principal raw material components along
with wood fiber, must be purchased in a price sensitive market. The Company
believes that the demand for recycled fiber will increase and expects that the
cost of purchasing recycled fiber will also increase as a result of increased
demand and market conditions. As a result of the recognition of greater recycled
fiber utilization in the United States, the Company and WMX (formerly Waste
Management of North America) have formed a joint venture, Paper Recycling
International, L.P., which will assist the Company in the procurement of waste
fiber.
The Company's business is not dependent upon a single customer or upon a
small number of major customers. The loss of any one customer would not have a
material adverse effect on the Company.
The Company's products and the raw materials needed to manufacture those
products have historically exhibited price and demand cyclicality. Cyclical
economic factors such as growth in the economy generally, interest rates,
unemployment levels and fluctuations in currency exchange rates have had a
significant impact on prices and sales of the Company's products. The
availability and cost of wood fiber, including wood chips, and waste paper may
be subject to substantial variation, depending upon economic, political and
conservation considerations.
As of December 31, 1992, the Company had approximately 31,200 employees, of
whom approximately 21,900 were employees of U.S. operations and the remainder
were employees of foreign operations. Of those in the United States,
approximately 13,900 are union employees.
At March 1, 1993, the Company's founders and individual members of their
families, in the aggregate but not as a group, owned approximately 13.5 million
shares of the Company's Common Stock, constituting approximately 19% of the
approximately 71 million then-outstanding shares of Common Stock.
The Company is incorporated in Delaware and its Common Stock is listed on
the New York Stock Exchange. The Company's executive offices are located at 150
North Michigan Avenue, Chicago, Illinois 60601; telephone number (312) 346-6600.
USE OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement, the net proceeds to
be received by the Company from the sale of the Securities will be used to repay
indebtedness outstanding under the Company's Credit Agreements or to refinance
certain indebtedness as permitted thereunder. The terms of the Credit Agreements
require, except in certain circumstances, the application of proceeds resulting
from an offering of the Securities to be applied against indebtedness then
outstanding thereunder. See "Credit Agreements." Pending use for these purposes,
the Company may invest proceeds from the sale of the Securities in short-term
marketable securities.
4
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected Statement of Operations and Balance Sheet Data for
the five years ended December 31, 1992 has been derived from, and should be read
in conjunction with, the related audited consolidated financial statements and
accompanying notes of the Company. The audit report relating to the Company's
1992 consolidated financial statements contains an explanatory paragraph
referring to the March 1, 1994 expiration of the Company's revolving credit
facilities and the Company's financial plan discussed in Note 10 to the
Company's 1992 consolidated financial statements. Effective December 17, 1993,
the Company's revolving credit facilities were extended until March 1, 1997. The
selected financial information for the nine months ended September 30, 1993 and
September 30, 1992 has been derived from the unaudited consolidated financial
statements included in the Company's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1993 and 1992. The selected consolidated financial
data does not purport to be indicative of the Company's future results of
operations or financial position.
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------
1993 1992(A)
---------------- --------------
<S> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE
DATA AND RATIOS)
STATEMENT OF OPERATIONS DATA:
Net sales........................ $3,816,509 $4,189,938
Cost of products sold............ 3,180,906 3,385,299
Selling, general and
administrative expenses......... 404,844 406,066
Depreciation and amortization.... 262,100 250,807
Income (loss) before interest
expense, income taxes and
cumulative effects of accounting
changes......................... (35,567) 148,443
Interest expense................. 311,271 284,391
Income (loss) before income taxes
and cumulative effects of
accounting changes.............. (346,838) (135,948)
Cumulative effect of change in
accounting for post retirement
benefits (net of income taxes).. (39,544) --
Cumulative effect of change in
accounting for income taxes..... -- (99,527)
Net income (loss)................ (272,994) (192,762)
Income (loss) per common share
before cumulative effects of
accounting changes.............. (3.36) (1.38)(d)
Net income (loss) per common
share........................... (3.92) (2.78)(d)
Ratio of earnings to fixed
charges......................... (e) (e)
Dividends paid per common share
(d)............................. -- $0.35
Average common shares
outstanding..................... 71,159 70,983(d)
BALANCE SHEET DATA (AT END OF
PERIOD):
Working capital.................. $ 190,622(g) $ 785,202
Property, plant and
equipment -- net................ 3,431,491 3,791,588
Goodwill......................... 912,870 1,020,375
Total assets..................... 6,724,579 7,192,766
Long-term debt................... 3,782,414(f)(g) 4,042,082(f)
Stockholders' equity............. 738,842 1,296,823
OTHER DATA:
Net cash provided by (used in)
operating activities............ $ (115,587) $ 46,457
Capital expenditures............. 100,665(h) 195,989(h)
Paperboard, paper and market
pulp:
Produced (thousand tons)....... 5,498 5,605
Converted (thousand tons)...... 3,291 3,327
Corrugated shipments (billion sq.
ft.)............................ 39.80 39.30
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------------
1992(A) 1991 1990 1989(B) 1988
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales........................ $5,520,655 $5,384,291 $5,755,858 $5,329,716 $3,742,489
Cost of products sold............ 4,473,746 4,285,612 4,421,930 3,893,842 2,618,062
Selling, general and
administrative expenses......... 543,519 522,780 495,499 474,438 351,133(c)
Depreciation and amortization.... 334,054 277,534(c) 257,041 237,047 148,072
Income (loss) before interest
expense, income taxes and
cumulative effects of accounting
changes......................... 156,788 379,314 609,873 825,722 657,757
Interest expense................. 386,122 397,357 421,667 344,693 108,262
Income (loss) before income taxes
and cumulative effects of
accounting changes.............. (229,334) (18,043) 188,206 481,029 549,495
Cumulative effect of change in
accounting for post retirement
benefits (net of income taxes).. -- -- -- -- --
Cumulative effect of change in
accounting for income taxes..... (99,527) -- -- -- --
Net income (loss)................ (269,437) (49,149) 95,420 285,828 341,786
Income (loss) per common share
before cumulative effects of
accounting changes.............. (2.49)(d) (.78)(d) 1.56(d) 4.67(d) 5.58(d)
Net income (loss) per common
share........................... (3.89)(d) (.78)(d) 1.56(d) 4.67(d) 5.58(d)
Ratio of earnings to fixed
charges......................... (e) (e) 1.2 2.0 5.1
Dividends paid per common share
(d)............................. $0.35 $0.71 $0.71 $0.70 $0.35
Average common shares
outstanding..................... 70,987(d) 63,207(d) 61,257(d) 61,223(d) 61,251(d)
BALANCE SHEET DATA (AT END OF
PERIOD):
Working capital.................. $ 756,964 $ 770,457 $ 439,502 $ 614,433 $ 457,477(c)
Property, plant and
equipment -- net................ 3,703,248 3,520,178 3,364,005 2,977,860 1,275,960
Goodwill......................... 983,499 1,126,100 1,160,516 1,089,817 29,786
Total assets..................... 7,026,973 6,902,852 6,689,989 6,253,708 2,395,038
Long-term debt................... 4,104,982(f) 4,046,379(f) 3,680,513(f) 3,536,911(f) 765,150
Stockholders' equity............. 1,102,691 1,537,543 1,460,487 1,347,624 1,063,558
OTHER DATA:
Net cash provided by (used in)
operating activities............ $ 85,557 $ 210,498 $ 451,579(c) $ 315,196(c) $ 453,556(c)
Capital expenditures............. 281,446(h) 430,131(h) 551,986(h) 501,723(h) 136,588
Paperboard, paper and market
pulp:
Produced (thousand tons)....... 7,517 7,365 7,447 6,772 4,729
Converted (thousand tons)...... 4,373 4,228 4,241 3,930 3,344
Corrugated shipments (billion sq.
ft.)............................ 51.67 49.18 47.16 41.56 34.47
<FN>
- ------------------------------
(a) Restated to reflect the adoption of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" retroactive to January 1,
1992.
(b) The Company acquired Stone Canada in 1989.
(c) Adjusted to conform with the current financial statement presentation.
(d) Amounts per common share and average common shares outstanding have been
adjusted to reflect a 2% Common Stock dividend issued September 15, 1992.
(e) The Company's earnings for the nine months ended September 30, 1993 and
1992 and the years ended December 31, 1992 and 1991 were insufficient to
cover fixed charges by $352.3 million, $172.1 million and $270.1 million
and $94.6 million, respectively.
(f) Includes approximately $539.1 million and $594.9 million as of September
30, 1993 and 1992, respectively, and $584.3 million, $573.3 million, $471.2
million and $267.2 million as of December 31, 1992, 1991, 1990 and 1989,
respectively, of long-term debt of certain consolidated subsidiaries that
is non-recourse to the parent.
(g) At September 30, 1993, $271 million of revolving credit facility borrowings
which were previously due on March 1, 1994 are classified as current
maturities of long-term debt.
(h) Includes approximately $12.4 million and $63.8 million for the nine months
ended September 30, 1993 and 1992, respectively, and $79.1 million, $219.8
million, $245.2 million and $36.8 million for 1992, 1991, 1990 and 1989,
respectively, of expenditures financed through project financings.
</TABLE>
5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE
SELECTED HISTORICAL FINANCIAL DATA AND THE HISTORICAL CONSOLIDATED FINANCIAL
STATEMENTS (AND RELATED NOTES) OF THE COMPANY INCLUDED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS.
GENERAL
The Company's major products are containerboard and corrugated containers,
newsprint and market pulp. The markets for paper, packaging products and
commodity pulp sold by the Company are highly competitive and sensitive to
industry capacity and cyclical changes in the economy that can significantly
impact selling prices and the Company's profitability. The Company's sales and
operating results have, in recent years, been more sensitive to price changes
than to changes in sales volume.
The markets for containerboard and corrugated containers, which represent a
substantial portion of the Company's net sales, generally experienced price
declines in the period 1990 through the third quarter of 1993 (except for one
increase in August 1991), and, despite increasing industry-wide capacity
utilization (which is now at approximately the same level as 1989), the Company
was unable to implement announced price increases for these products in 1992 or
for the first nine months of 1993. In prior periods, comparable levels of
capacity utilization supported higher product pricing.
Additions to industry-wide capacity for newsprint and market pulp and
declines in demand for such products during the past three years have led to
supply/demand imbalances that have contributed to depressed prices for these
products. The newsprint industry, which began discounting sales prices in 1990,
was adversely affected by progressively increasing price discounts throughout
1991 and most of 1992, although such discounts were partially reversed in the
fourth quarter of 1992 and the first quarter of 1993 when discounts were
reduced. During this time, new production capacity in the industry came on line,
approximating two million tons annually, representing an approximate 12%
increase in capacity. At the same time, U.S. consumption of newsprint fell, due
to declines in readership and ad linage. As prices fell, certain high cost paper
machines, representing approximately 1.2 million tons and located mostly in
Canada, were shut down. Market pulp prices, which had improved modestly during
1992 from the low prices of 1991, began deteriorating in the fourth quarter of
1992 and have weakened further in 1993.
If current pricing levels for the Company's products do not significantly
improve, the Company will continue to incur net losses.
Due to the industry conditions described above and the Company's highly
leveraged capital structure and related interest expense associated with
indebtedness incurred to finance the acquisition of Stone Canada, the Company
has incurred net losses in each of the last two years and the first nine months
of 1993 and expects to incur a net loss for the full year 1993. In 1992, the
Company suspended payment of cash dividends on its Common Stock. The Company is
pursuing a financial plan that is intended to enhance the Company's liquidity
and increase its financial flexibility. See "-- Financial Condition and
Liquidity -- Outlook."
6
<PAGE>
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------------
1993 1992*
------------------ ------------------
PERCENT PERCENT
NET NET
AMOUNT OF SALES AMOUNT OF SALES
------- -------- ------- --------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Net sales............................... $3,816.5 100.0% $4,189.9 100.0%
Cost of products sold................... 3,180.9 83.3 3,385.3 80.8
Selling, general and administrative
expenses............................... 404.8 10.6 406.0 9.7
Depreciation and amortization........... 262.1 6.9 250.8 6.0
Equity loss from affiliates............. 5.6 .1 1.7 --
------- -------- ------- --------
Income (loss) from operations........... (36.9) (.9) 146.1 3.5
Interest expense........................ (311.3) (8.2) (284.4) (6.7)
Other, net.............................. 1.3 -- 2.4 --
------- -------- ------- --------
Loss before income taxes and cumulative
effects of
accounting changes..................... (346.9) (9.1) (135.9) (3.2)
Credit for income taxes................. (113.4) (3.0) (42.7) (1.0)
------- -------- ------- --------
Loss before cumulative effects of
accounting changes..................... (233.5) (6.1) (93.2) (2.2)
Cumulative effect of change in
accounting for postretirement benefits
(net of income taxes of $23.3)......... (39.5) (1.0) -- --
Cumulative effect of change in
accounting for income taxes............ -- -- (99.5) (2.4)
------- -------- ------- --------
Net loss................................ $(273.0) (7.1) $(192.7) (4.6)
------- -------- ------- --------
------- -------- ------- --------
<FN>
- ------------------------
*Restated to reflect adoption of Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes" ("SFAS 109") retroactive to January 1, 1992.
</TABLE>
NINE MONTHS ENDED SEPTEMBER 30, 1993 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1992
The net loss for the third quarter of 1993 was $99.2 million, or $1.42 per
share of common stock, compared to the net loss of $43.2 million, or $.64 per
share of common stock for the third quarter of 1992.
For the nine months ended September 30, 1993, the loss before the cumulative
effect of a change in the accounting for postretirement benefits other than
pensions was $233.5 million, or $3.36 per share of common stock. The adoption of
Statement of Financial Accounting Standards No. 106 "Accounting for
Postretirement Benefits Other than Pensions" ("SFAS 106"), effective January 1,
1993, resulted in a one-time, non-cash cumulative effect charge of $39.5 million
net of income taxes or $.56 per share of common stock, resulting in a net loss
of $273.0 million or $3.92 per share of common stock. For the nine months ended
September 30, 1992, the restated loss before the cumulative effect of a change
in the accounting for income taxes was $93.2 million, or $1.38 per share of
common stock. The adoption of SFAS 109, which the Company adopted retroactive to
January 1, 1992, resulted in a one-time, non-cash cumulative effect charge of
$99.5 million, or $1.40 per share of common stock, resulting in a restated net
loss of $192.7 million, or $2.78 per share of common stock. The Company's income
tax benefit for the nine months ended September 30, 1993 includes a third
quarter adjustment for the retroactive increase in the U.S. federal income tax
rate and an enacted decrease in German tax rates, the effects of which
substantially offset each other, and a second quarter favorable adjustment of
approximately $5 million which reflects the effect of a reduction in the
Canadian statutory income tax rate.
The increases in the losses before the cumulative effects of the accounting
changes were primarily due to lower average selling prices for most of the
Company's products. Additionally, the Company's operating results for the 1993
third quarter were negatively impacted by market-related production downtime.
The mills involved have all resumed production and are currently operating at
normal levels.
PAPERBOARD AND PAPER PACKAGING:
Net sales for the three and nine months ended September 30, 1993 for the
paperboard and paper packaging segment decreased 14.4 percent and 9.7 percent,
respectively over the comparable prior year periods. This
7
<PAGE>
decrease was due in part to the exclusion of sales for the Company's European
folding carton operations which earlier this year were merged into a joint
venture and accordingly is now accounted for under the equity method of
accounting. Sales from these operations were approximately $48 million and $136
million for the third quarter and first nine months of 1992, respectively. Sales
for 1993 were approximately $60 million prior to the merger in May. Excluding
the effect of the joint venture, sales for the third quarter and first nine
months decreased 10.6 percent and 7.6 percent from the year ago periods
reflecting lower sales of paperboard, corrugated containers, kraft paper and
paper bags and sacks. The sales decreases for paperboard reflect both reduced
sales volume and lower average selling prices while the sales decreases for
kraft paper and paper bags and sacks were mainly attributable to lower sales
volume. Sales of corrugated containers for the third quarter and nine months
ended September 30, 1993, as compared to the prior year periods, decreased as
sales volume increases were offset by lower average selling prices, particularly
during the third quarter.
Shipments of corrugated containers, including the Company's proportional
share of the shipments by its foreign affiliates, were 13.6 billion square feet
in the third quarter of 1993, compared with 13.3 billion square feet for the
comparable prior year period. For the first nine months of 1993, the Company
shipped 39.8 billion square feet of corrugated containers, compared with 39.3
billion square feet shipped during the first nine months of 1992. Shipments of
paper bags and sacks were 156 thousand tons and 459 thousand tons for the three
and nine month periods ended September 30, 1993, respectively, compared with 177
thousand tons and 522 thousand tons shipped during the comparable 1992 periods.
Production of containerboard and kraft paper for the three and nine month
periods ended September 30, 1993, including 100 percent of the production at
Seminole Kraft Corporation ("Seminole") and Stone Savannah River Pulp & Paper
Corporation ("Stone Savannah River"), was 1.17 million tons and 3.58 million
tons, respectively, compared to 1.23 million tons and 3.75 million tons produced
during the comparable prior year periods.
Operating income for the paperboard and paper packaging segment decreased
70.8 percent and 49.0 percent for the three months and nine months ended
September 30, 1993, respectively, as compared to the corresponding 1992 periods.
The decreases were mainly attributable to reduced operating margins primarily
resulting from lower average selling prices for containerboard and corrugated
containers.
WHITE PAPER AND PULP:
Net sales for the third quarter and first nine months of 1993 for the white
paper and pulp segment decreased 24.1 percent and 11.2 percent, respectively,
from the prior year periods, primarily due to significant declines in sales of
market pulp. Additionally, decreases in newsprint sales, particularly during the
1993 third quarter, contributed to the lower sales. Partially offsetting the
sales decreases for market pulp and newsprint were increases for sales of
groundwood paper. The sales declines for market pulp were primarily attributable
to significantly lower average selling prices. Reduced sales volume during the
1993 periods also contributed to the lower market pulp sales. The decrease in
newsprint sales for the third quarter of 1993, as compared with the
corresponding prior year period, resulted primarily from reduced sales volume
and unfavorable foreign exchange translation effects attributable to the
stronger U.S. dollar, which more than offset the impact of higher average
selling prices. For the nine months ended September 30, 1993, sales of newsprint
decreased slightly from the year ago period as foreign exchange translation
effects more than offset the impact of higher average selling prices and a
slight volume increase. The 1993 sales increases for groundwood paper over the
comparable 1992 periods were primarily due to significant volume increases which
more than offset the effects of lower average selling prices.
Production of newsprint, market pulp and groundwood paper for the three and
nine months ended September 30, 1993, including 25 percent of the production at
the Company's affiliated market pulp mill in British Columbia, was 610 thousand
tons and 1.86 million tons, compared with 633 thousand tons and 1.79 million
tons produced during the comparable prior year periods.
Operating losses for the third quarter and first nine months of 1993 for the
white paper and pulp segment increased 59.6 percent and 74.3 percent,
respectively, from the previous year periods due to the reduced operating
margins primarily resulting from the significantly lower average selling prices
for market pulp. Lower average selling prices for groundwood paper also
contributed to the reduced earnings. While average selling prices for newsprint
8
<PAGE>
improved over the prior year periods and certain cost reductions have been
implemented, the margins associated with such improvements have only partially
offset the effects of the lower average selling prices for market pulp and
groundwood paper.
OTHER:
Net sales and operating income for the third quarter and first nine months
of 1993 increased over the comparable 1992 periods mainly as a result of
improved demand and a tighter supply of timber available to the U.S. building
industry. This resulted in increased sales volume and the realization of higher
average selling prices for certain of the Company's lumber and wood products.
Comparative Results of Operations
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
1992 1991 1990
------------------ ------------------ ------------------
PERCENT PERCENT PERCENT
OF NET OF NET OF NET
AMOUNT SALES AMOUNT SALES AMOUNT SALES
------- ------- ------- ------- ------- -------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Net sales..................... $5,521 100.0% $5,384 100.0% $5,756 100.0%
Cost of products sold......... 4,474 81.0 4,285 79.6 4,422 76.8
Selling, general and
administrative expenses...... 544 9.9 523 9.7 496 8.6
Depreciation and
amortization................. 334 6.0 278 5.1 257 4.5
Equity (income) loss from
affiliates................... 5 .1 (1) -- (7) (.1)
------- ------- ------- ------- ------- -------
Income from operations........ 164 3.0 299 5.6 588 10.2
Interest expense.............. (386) (7.0) (397) (7.4) (422) (7.3)
Other, net.................... (7) (.1) 80 1.5 22 .4
------- ------- ------- ------- ------- -------
Income (loss) before income
taxes and cumulative effect
of an accounting change...... (229) (4.1) (18) (.3) 188 3.3
Provision (credit) for income
taxes........................ (59) (1.0) 31 .6 93 1.6
------- ------- ------- ------- ------- -------
Income (loss) before
cumulative effect............ (170) (3.1) (49) (.9) 95 1.7
Cumulative effect of change in
accounting for income taxes.. (99) (1.8) -- -- -- --
------- ------- ------- ------- ------- -------
Net income (loss)............. $ (269) (4.9) $ (49) (.9) $ 95 1.7
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
</TABLE>
1992 COMPARED WITH 1991
Net sales for 1992 were $5.5 billion, an increase of 2.5% over 1991 net
sales of $5.4 billion. Net sales rose primarily as a result of increased sales
volume, most of which was offset by reduced average selling prices for certain
of the Company's products. In 1992, the Company incurred a loss before the
cumulative effect of a change in accounting for income taxes of $170 million, or
$2.49 per common share, compared to a net loss of $49 million, or $.78 per
common share, for 1991. The Company adopted SFAS 109 effective January 1, 1992
and recorded a one-time, non-cash cumulative effect charge of $99.5 million or
$1.40 per common share. All per share amounts have been adjusted to reflect a 2%
Common Stock dividend issued September 15, 1992. The increase in the loss before
the cumulative effect of a change in accounting for income taxes primarily
resulted from lower average selling prices for newsprint and groundwood paper in
1992 as compared with 1991. Additionally, continued low average selling prices
for the majority of the Company's other products contributed to the net loss for
1992.
The 1992 results include foreign currency transaction losses of $15.0
million and a $7.9 million pretax charge relating to the write-down of an
investment. The 1991 results included non-recurring pretax gains of $59.3
million and foreign currency transaction gains of $4.9 million. The Company
recorded an income tax benefit of $59.4 million in 1992 as compared with a $31.1
million income tax expense in 1991. This change primarily reflects the tax
effect associated with the increased pretax loss for 1992 over 1991 and the
adoption of SFAS 109 effective January 1, 1992. The Company's effective income
tax rates for both years reflect the impact of non-deductible depreciation and
amortization, together with taxes payable by certain foreign subsidiaries at
rates in excess of the U.S. statutory rate.
9
<PAGE>
Segment Data
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------
1992
------------------------ 1991 1990
INCOME ------------------------ ------------------------
(LOSS)
BEFORE
INCOME TAXES
AND
CUMULATIVE INCOME INCOME
EFFECT OF AN (LOSS) (LOSS)
ACCOUNTING BEFORE BEFORE
NET SALES CHANGE NET SALES INCOME TAXES NET SALES INCOME TAXES
--------- ------------ --------- ------------ --------- ------------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Paperboard and paper
packaging.................... $4,185.7 $ 322.1 $4,037.7 $ 355.8 $4,202.4 $ 494.6
White paper and pulp.......... 1,078.3 (87.0) 1,115.8 84.1 1,276.3 155.2
Other......................... 303.0 12.0 275.3 (6.0) 321.8 0.9
Intersegment.................. (46.3) -- (44.5) -- (44.6) --
--------- ------------ --------- ------------ --------- ------------
5,520.7 247.1 5,384.3 433.9 5,755.9 650.7
Interest expense.............. (386.1) (397.4) (421.7)
Foreign currency transaction
gains (losses)............... (15.0) 4.9 1.0
General corporate and
miscellaneous (net).......... (75.3) (59.4) (41.8)
--------- ------------ --------- ------------ --------- ------------
Total..................... $5,520.7 $ (229.3) $5,384.3 $ (18.0) $5,755.9 $ 188.2
--------- ------------ --------- ------------ --------- ------------
--------- ------------ --------- ------------ --------- ------------
</TABLE>
Segment and Product Line Sales Data
<TABLE>
<CAPTION>
NET SALES
---------------------------- PERCENTAGE CHANGE
-----------------------------------------------------------
YEAR ENDED DECEMBER 31,
1992 VS 1991 1991 VS 1990
---------------------------- ---------------------------- ----------------------------
1992 1991 1990 SALES REVENUE SALES VOLUME SALES REVENUE SALES VOLUME
-------- -------- -------- ------------- ------------ ------------- ------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
Paperboard and paper
packaging:
Corrugated containers....... $ 2,234 $ 2,094 $ 2,104 6.7% 4.1% (.5)% 3.6%
Paperboard and kraft
paper...................... 1,032 996 1,109 3.6 1.3 (10.2) (1.8)
Paper bags and sacks........ 634 677 723 (6.4) (6.3) (6.4) (7.0)
Folding cartons............. 178 166 150 7.2 .1 10.7 6.9
Other....................... 108 105 116 2.9 nm (9.5) nm
-------- -------- --------
Total paperboard and
paper packaging........ 4,186 4,038 4,202 3.7 nm (3.9) nm
-------- -------- --------
White paper and pulp:
Newsprint................... 538 660 741 (18.5) (2.5) (10.9) (8.7)
Market pulp................. 312 229 308 36.2 30.3 (25.6) (5.8)
Groundwood paper............ 219 227 227 (3.5) 9.8 -- (1.6)
Other....................... 9 -- -- nm nm -- --
-------- -------- --------
Total white paper and
pulp................... 1,078 1,116 1,276 (3.4) nm (12.5) nm
-------- -------- --------
Other....................... 303 275 322 10.2 nm (14.6) nm
Intersegment................ (46) (45) (44) 2.2 nm 2.3 nm
-------- -------- --------
Total net sales........... $ 5,521 $ 5,384 $ 5,756 2.5 nm (6.5) nm
-------- -------- --------
<FN>
- ------------------------------
nm = not meaningful
</TABLE>
PAPERBOARD AND PAPER PACKAGING:
The 1992 net sales for the paperboard and paper packaging segment increased
3.7% as sales increases for corrugated containers, paperboard and folding
cartons more than offset sales declines for kraft paper and paper bags and
sacks.
Net sales of corrugated containers increased 6.7% over 1991, primarily as a
result of increased sales volume. Additionally, slightly higher average selling
prices in 1992 contributed to this increase. However, such selling prices
continued to remain at unsatisfactory levels.
10
<PAGE>
Net sales of paperboard increased over 1991 mainly as a result of modestly
higher average selling prices. Such 1992 average paperboard selling prices were
still, however, at unsatisfactory levels. Slight volume increases also
contributed to the improved paperboard sales for 1992. Net sales of kraft paper
decreased 9.3% from 1991, primarily due to reduced sales volume.
Net sales of paper bags and sacks decreased from 1991 primarily due to lower
sales volume and a decrease in average selling prices for retail paper bags.
Operating income for the paperboard and paper packaging segment for 1992
decreased 9.5%, primarily as a result of the inclusion, in 1991, of a
non-recurring pretax gain of $17.5 million from an involuntary conversion
relating to a boiler explosion at the Company's Missoula, Montana linerboard
mill. Excluding this 1991 non-recurring item, 1992 operating income for this
segment would have decreased by 4.8%. This decrease is mainly attributable to
reduced operating margins resulting from continued low average selling prices
for the Company's paperboard and paper packaging products. See also "--
Financial Condition and Liquidity -- Outlook."
WHITE PAPER AND PULP:
The 1992 net sales for the white paper and pulp segment decreased 3.4%, as
significant sales decreases for newsprint more than offset a significant sales
increase for market pulp. Net sales for groundwood paper decreased slightly as
lower average selling prices more than offset volume increases for this product.
The significant decrease in newsprint sales resulted primarily from lower
average selling prices. Additionally, reduced volume associated with
market-related downtime contributed to the lower sales of newsprint. The
increase in 1992 market pulp sales mainly resulted from volume increases
associated with sales generated from the Stone Savannah River mill, which
commenced market pulp operations in the fourth quarter of 1991. Furthermore,
while market pulp selling prices declined significantly in the fourth quarter of
1992, the Company realized modestly higher average selling prices for this
product in 1992, as compared with the even more depressed average selling prices
of 1991.
Operating income for the white paper and pulp segment for 1992 decreased
significantly from 1991, primarily due to reduced operating margins resulting
from the significantly lower average selling prices for newsprint and groundwood
paper. The 1991 results included a non-recurring pretax gain of $41.8 million
resulting from the settlement and termination of a Canadian supply contract. See
also "-- Financial Condition and Liquidity -- Outlook."
OTHER:
Net sales and operating income for the other segment increased over 1991
mainly due to improved demand and a tighter supply of timber available to the
U.S. building industry. This resulted in increased sales volume and the
realization of higher average selling prices for certain of the Company's lumber
and wood products. However, shortages of timber due to environmental concerns in
the Pacific Northwest continue to keep raw material costs high.
1991 Compared with 1990
Net sales for 1991 were $5.4 billion, a decrease of 6.5% from a record $5.8
billion for 1990. The Company recorded a net loss for 1991 of $49 million, or
$.78 per common share, compared to net income of $95 million, or $1.56 per
common share for 1990. All per share amounts have been adjusted to reflect a 2%
Common Stock dividend issued September 15, 1992. Lower average selling prices
for most of the Company's products was the major factor contributing to the
sales decrease and the net loss for 1991. Additionally, reduced sales volume for
certain products had an unfavorable effect on 1991 net sales and results of
operations.
The 1991 results included a $41.8 million pretax gain resulting from the
settlement and termination of a Canadian supply contract and a $17.5 million
pretax gain from an involuntary conversion relating to a boiler explosion at the
Company's Missoula, Montana linerboard mill. Partially offsetting these gains
was a $6 million pretax charge for reorganization costs at the Company's
Canadian subsidiary and a $4 million write-down on certain de-commissioned
assets at the Company's Jacksonville, Florida mill. Also contributing to the
1991 net loss was a $31 million income tax provision, which resulted primarily
from non-deductible depreciation and amortization, together with taxes payable
by certain foreign subsidiaries at rates in excess of the U.S. statutory rate.
11
<PAGE>
PAPERBOARD AND PAPER PACKAGING:
The 1991 net sales for the paperboard and paper packaging segment decreased
3.9% as sales declines for paperboard, paper bags and sacks, kraft paper and
corrugated containers more than offset a sales increase for folding cartons.
Net sales of corrugated containers decreased slightly from 1990 as an
overall decrease in average selling prices of corrugated containers more than
offset sales volume increases.
Net sales of paper bags and sacks decreased primarily due to volume
decreases resulting from the effects of increased competition.
Net sales of paperboard and kraft paper decreased from 1990 primarily due to
lower average selling prices. Additionally, a reduction in sales volume
contributed to the sales decrease for these products.
Operating income for the paperboard and paper packaging segment decreased
28.1% from 1990 due primarily to reduced operating margins resulting from lower
average selling prices of linerboard and corrugating medium. Additionally,
average selling prices of most converted products declined. 1991 operating
income for this segment included the $17.5 million pretax gain from the
involuntary conversion relating to the boiler explosion at the Company's
Missoula, Montana linerboard mill and the $4 million write-down on certain
de-commissioned assets at the Company's Jacksonville, Florida mill. Operating
income for 1990 reflected a $5.3 million gain from the sale of timberlands.
WHITE PAPER AND PULP:
The 1991 net sales for the white paper and pulp segment decreased 12.5%,
primarily as a result of declines in newsprint and market pulp sales. The
decrease in newsprint sales resulted primarily from lower sales volume, which
was partially due to significant down-time taken by the Company in an effort to
improve the short-term balance of supply and demand. Lower average selling
prices also contributed to the decrease in newsprint sales. The decrease in
market pulp sales resulted mainly from significantly lower average selling
prices.
Operating income for the white paper and pulp segment for 1991 decreased
45.8% as compared with 1990, primarily due to reduced operating margins
resulting from the previously mentioned declines in average selling prices for
market pulp and newsprint. Operating income for this segment included the $41.8
million pretax gain resulting from the settlement and termination of a Canadian
supply contract and a $4.2 million pretax charge, which represents an allocation
of the previously mentioned $6 million provision for reorganization costs at the
Company's Canadian subsidiary.
OTHER:
Net sales and operating income for the other segment decreased from 1990,
mainly due to the general economic downturn in the U.S. building market during
1991, which resulted in less demand for the Company's U.S. lumber and wood
products. Additionally, environmental concerns in the Pacific Northwest kept raw
material costs high for this segment.
FINANCIAL CONDITION AND LIQUIDITY
The Company's working capital ratio was 1.1 to 1 at September 30, 1993 and
1.8 to 1 at December 31, 1992, as restated to reflect the adoption of SFAS 109.
The decrease was mainly due to an increase in current maturities of $573 million
which, in accordance with the terms of the respective debt instruments, are
payable on or before September 30, 1994. A significant portion of the increase
in current maturities was attributable to $271 million ($309 million at November
9, 1993) of borrowings outstanding under the revolving credit facilities which,
prior to the December 17, 1993 amendment to the U.S. Credit Agreement which
extended the expiration of such revolving credit facilities to March 1, 1997,
were originally scheduled to mature March 1, 1994. The Company's consolidated
long-term debt to total capitalization ratio was 74.3 percent at September 30,
1993 and 69.2 percent at December 31, 1992, as restated to reflect the adoption
of SFAS 109. Capitalization, for purposes of this ratio, includes long-term debt
(which includes debt of certain consolidated affiliates which is non-recourse to
the Company), deferred income taxes, redeemable preferred stock, minority
interest and stockholders' equity. The indebtedness ratio, as defined in the
Credit Agreement, was 79.6 percent at September 30, 1993.
The Company and Stone Canada have entered into bank credit agreements
(collectively, the "Credit Agreements") consisting of (i) two term-loan
facilities with outstanding borrowings in the aggregate of $1.11 billion as of
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September 30, 1993, (ii) an additional term loan (the "Additional Term Loan")
with outstanding borrowings at September 30, 1993 of $371 million and (iii) two
revolving credit facilities with aggregate commitments of $400 million (less
amounts outstanding, if any, under Canadian lines of credit) and total
outstanding borrowings thereunder of $271 million at September 30, 1993. The
Company is the borrower under one of the term loans, the Additional Term Loan
and one of the revolving credit facilities (collectively, the "U.S. Credit
Agreement") and Stone Canada is the borrower under the other term loan and
revolving credit facility. At September 30, 1993, the Company had unused
borrowing availability of $128 million under the revolving credit facilities. At
November 9, 1993, the Company had borrowing availability under its revolving
credit facilities of approximately $88 million. The term loans (other than the
Additional Term Loan) and the revolving credit facilities had weighted average
interest rates for the nine months ended September 30, 1993 of 8.37 percent and
5.62 percent, respectively. The weighted average interest rate on the Additional
Term Loan for the nine months ended September 30, 1993 was 6.30 percent.
In October 1993, the Company sold, prior to their expiration date, certain
of its U.S. dollar denominated cross currency swaps associated with the Credit
Agreement borrowings of Stone Canada. The net proceeds totalled approximately
$26 million, the substantial portion of which was used to repay borrowings under
the Company's revolving credit facilities, thereby restoring borrowing
availability thereunder.
On July 6, 1993 the Company sold $150 million principal amount of 12 5/8
percent Senior Notes due 1998 ("the 12 5/8 percent Senior Notes") and sold $250
million principal amount of 8 7/8 percent Convertible Senior Subordinated Notes
due 2000 ("the 8 7/8 percent Convertible Senior Subordinated Notes"). The net
proceeds of approximately $386 million from the sale of the 12 5/8 percent
Senior Notes and the concurrent sale of the 8 7/8 percent Convertible Senior
Subordinated Notes were used to repay borrowings under the Company's revolving
credit facilities, thereby restoring borrowing availability thereunder.
The Credit Agreements contain covenants that include, among other things,
requirements to maintain certain financial tests and ratios and certain
restrictions and limitations, including those on capital expenditures and
dividend payments. The Credit Agreements also contain cross default provisions
relating to the non-recourse debt of the consolidated affiliates. Additionally,
the Company's Credit Agreements limit the application of the proceeds from
certain financings and asset sales to amortization payments, except in specified
circumstances. See "Credit Agreements."
OPERATING ACTIVITIES:
Net cash used in operating activities was $115.6 million for the nine months
ended September 30, 1993 compared to net cash provided by operating activities
of $46.5 for the comparable period of 1992. The 1992 period included $43 million
of cash received from the settlement and termination of a Canadian supply
contract. Excluding the receipt of such cash, the Company's cash flow from
operations for the first nine months of 1993 decreased $119.1 million over the
prior year period. This decrease primarily resulted from the increase in the
1993 loss before the non-cash, cumulative effects of accounting changes as
compared with the prior year period along with decreases in accounts payable and
other current liabilities. These decreases in cash flow were partially offset by
favorable effects of changes in accounts and notes receivable and inventories.
FINANCING ACTIVITIES:
During the first nine months of 1993, outstanding borrowings under the
Company's revolving credit facilities increased approximately $14 million. The
net increase in borrowings takes into account the July 6, 1993 repayment of $386
million of revolving credit borrowings and subsequent reborrowing under the
credit facility. Such excess borrowings were primarily used to repay $110
million of the September 1993 bank term amortization and to provide cash for
operations and general corporate purposes.
On July 26, 1993, due to a restrictive provision in the indenture relating
to the Company's 10 3/4 percent Senior Subordinated Notes due June 15, 1997, its
11 percent Senior Subordinated Notes due August 15, 1999 and its 10 3/4 percent
Senior Subordinated Debentures due April 1, 2002, the Board of Directors did not
declare the scheduled August 15, 1993 quarterly dividend of .4375 per share on
the Series E Cumulative Convertible Exchangeable Preferred Stock (the "Series E
Cumulative Preferred Stock"), nor will it pay future dividends on the Series E
Cumulative Preferred Stock until the Company generates income, or effects
certain sales of capital stock, to replenish the dividend "pool" under various
of its debt instruments. As of September 30, 1993, accumulated dividends on the
Series E Cumulative Preferred Stock amounted to $2.0 million. In the event the
Company does not
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pay a dividend on the Series E Cumulative Preferred Stock for six quarters, the
Series E Cumulative Preferred Stock holders would have a right to elect two
members to the Company's Board of Directors until the full dividends accumulated
on such Series E Cumulative Preferred Stock have been declared and paid or set
apart for payment.
INVESTING ACTIVITIES:
Capital expenditures for the nine month period ended September 30, 1993,
(including capitalized interest of $8.1 million), totalled approximately $100.7
million, of which approximately $12.4 million was funded from existing project
financing facilities related to the major reconfiguration and paper machine
rebuild at Seminole.
Also during the nine months ended September 30, 1993, the Company purchased
an additional 6,152 shares of common stock of Stone Savannah River. The
Company's ownership in the common stock of Stone Savannah River is now 91.0
percent.
ENVIRONMENTAL ISSUES:
The Company's operations are subject to extensive environmental regulation
by federal, state and local authorities in the United States and regulatory
authorities with jurisdiction over its foreign operations. The Company has in
the past made significant capital expenditures to comply with water, air and
solid and hazardous waste regulations and expects to make significant
expenditures in the future. Capital expenditures for environmental control
equipment and facilities were approximately $24 million in 1992 and the Company
anticipates that 1993 and 1994 environmental capital expenditures will
approximate $44 million and $74 million, respectively. Although capital
expenditures for environmental control equipment and facilities and compliance
costs in future years will depend on legislative and technological developments
which cannot be predicted at this time, the Company anticipates that these costs
are likely to increase as environmental regulations become more stringent.
Environmental control expenditures include projects which, in addition to
meeting environmental concerns, yield certain benefits to the Company in the
form of increased capacity and production cost savings. In addition to capital
expenditures for environmental control equipment and facilities, other
expenditures incurred to maintain environmental regulatory compliance (including
any remediation) represent ongoing costs to the Company. Future environmental
regulations may have an unpredictable adverse effect on the Company's operations
and earnings, but they are not expected to adversely affect the Company's
competitive position.
ACCOUNTING STANDARDS CHANGES
In November 1992, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits" ("SFAS 112"), which requires accrual accounting for the
estimated costs of providing certain benefits to former or inactive employees
and the employees' beneficiaries and dependents after employment but before
retirement. SFAS 112 is required to be adopted no later than the first quarter
of 1994. Upon adoption of this standard, any catch-up obligation is to be
reported as a cumulative effect of an accounting change in the Statements of
Operations. While the effect of this standard has yet to be determined, it is
currently anticipated that SFAS 112 will not have a material impact upon the
Company's financial statements.
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<PAGE>
CREDIT AGREEMENTS
THE FOLLOWING IS SUMMARY OF THE PRINCIPAL TERMS AND CONDITIONS OF CERTAIN
BANK CREDIT AGREEMENTS OF THE COMPANY AND STONE CANADA AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE DEFINITIVE AGREEMENTS AND INSTRUMENTS GOVERNING
SUCH INDEBTEDNESS, COPIES OF WHICH CONSTITUTE EXHIBITS TO THE REGISTRATION
STATEMENT OF WHICH THIS PROSPECTUS IS A PART OR ARE EXHIBITS TO THE COMPANY'S
REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND ARE INCORPORATED
BY REFERENCE INTO THIS PROSPECTUS.
GENERAL
The Credit Agreements consist of (i) two term-loan facilities with
outstanding borrowings in the aggregate amount of $877.7 million as of December
21, 1993, (ii) an additional term loan (the "Additional Term Loan") (previously
a multiple-draw facility) with outstanding borrowings at December 21, 1993 of
$292.9 million and (iii) two revolving credit facilities with aggregate
commitments of $315.8 million (less amounts outstanding, if any, under Canadian
lines of credit). The Company is the borrower under one of the term loans, the
Additional Term Loan and one of the revolving credit facilities (collectively,
the "U.S. Credit Agreement") and Stone Canada is the borrower under the other
term loan and revolving credit facility. Proceeds of the Additional Term Loan
borrowings were used solely to repay regularly scheduled amortization of term
loans under the U.S. Credit Agreement. The term loans (other than the Additional
Term Loan) and the revolving credit facilities had weighted average interest
rates for the nine months ended September 30, 1993 of 8.37% and 5.62%,
respectively. The weighted average interest rate on the Additional Term Loan was
6.3% for the nine months ended September 30, 1993.
The Company as of September 30, 1993 also had $261.3 million of borrowings
outstanding with certain lenders pursuant to two receivables financing programs
permitted by the Credit Agreements.
Effective December 17, 1993, the Credit Agreements were amended and restated
(the "Third Restated Agreement"), with the unanimous consent of the bank group,
to, among other things, extend the maturity of the revolving credit facilities
until March 1, 1997 and reduce over a three year period the revolving loan
commitments, revise various financial covenants to provide greater flexibility
to the Company, increase interest rate margins, mortgage or pledge additional
collateral, permit the Company to retain 25 percent of the net proceeds from
future sales of equity securities, permit the Company to retain 50 percent
(maximum $100 million in the aggregate) of the net proceeds from any sale or
disposition of certain designated investments, and various other changes.
The Credit Agreements generally include terms, conditions, representations
and warranties, covenants, indemnities and events of default and other
provisions which are customary in such agreements. The following is a summary of
certain of the principal terms of the Credit Agreements, as restated.
MATURITIES AND MANDATORY PREPAYMENTS
The term loans under the Credit Agreements and the Additional Term Loan are
scheduled to be paid in installments due March 31 and September 30 of each year.
Each installment of $204.5 million is applied ratably to the aggregate principal
amount of the term loans, the Additional Term Loan, the aggregate commitment
amounts (in the case of the revolving credit facilities) and the aggregate
amount of net letter of credit obligations relating to a letter of credit
providing credit support for industrial revenue bonds issued by Florence County,
South Carolina. The amount applied to the net letter of credit obligations is
required to be used to fund a cash collateral account in favor of the banks
participating in the letter of credit.
A portion of the amortization payments required by the Credit Agreements
will be ratably applied to reduce outstanding borrowings under the revolving
credit facilities and permanently reduce the commitments thereunder. The
revolving credit facilities under the Credit Agreements terminate on March 1,
1997, unless extended by agreement of the lenders, at which time all outstanding
indebtedness under such revolving credit facilities would have to be repaid or
refinanced.
Mandatory prepayments under the Credit Agreements are required in the event
that the Company has excess cash flow (as defined in the Credit Agreements) or
receives proceeds from the issuance of certain debt or equity securities or from
the sale of certain material assets. By reason of an amendment contained in the
Third Restated Agreement, 75 percent of the net proceeds from the offering of
equity securities by the Company must be applied in
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chronological order to the next regularly scheduled amortization payments except
that the Additional Term Loan does not receive any amortization payments from
sales of equity securities. Twenty-five percent of the net proceeds of an equity
offering may be retained by the Company.
Through prepayments in 1993, the Company has satisfied its March and
September, 1994 amortization requirements under the Credit Agreements.
INTEREST RATES
The Credit Agreements permit the Company to choose among various interest
rate options, to specify the portion of the borrowings to be covered by specific
interest rate options and to specify the interest rate period to which the
interest rate options are to apply, subject to certain parameters. At December
17, 1993, the interest rate options available to the Company and Stone Canada
under term loan and revolving credit borrowings were (i) U.S. or Canadian prime
rate plus a borrowing margin of 2%, (ii) CD rate plus a borrowing margin of
3 1/8%, and (iii) Eurodollar rate plus a borrowing margin of 3%. In the case of
Stone Canada, there is also an option of selecting a banker's acceptance rate
plus a borrowing margin of 3%. Upon achievement of specified indebtedness ratios
and interest coverage ratios, the borrowing margins will be reduced.
Additionally, the Company pays a 3/8% commitment fee on the unused portions of
the revolving credit facilities.
The Company has also paid to the banks amendment fees of 100 basis points
calculated on the aggregate term loan and commitment amounts in connection with
the execution of the Third Restated Agreement.
HEDGING REQUIREMENTS
The Credit Agreements required that the Company hedge a portion of the U.S.
dollar-based borrowings to protect against increases in market interest rates.
At September 30, 1993, the Company was a party to an interest rate swap contract
related to $150 million of such borrowings. The effect of this contract is to
fix the interest rate at approximately 12.9% on $150 million. The swap is
scheduled to expire no later than March 22, 1994. Upon the expiration of this
contract, the interest rate on these borrowings will be the rates described
above unless a new hedging arrangement is entered into.
SECURITY
Loans under the Credit Agreements are secured by a mortgage on the Company's
mill in Florence, South Carolina, and a pledge of the stock of various
subsidiaries of the Company, including Stone Southwest, Inc. and Stone Mill
Operating Corporation. Stone Southwest, Inc. owns mills in Snowflake, Arizona
and Panama City, Florida, and Stone Mill Operating Corporation owns mills in
Coshocton, Ohio, Missoula, Montana, Ontonagon, Michigan, and York, Pennsylvania.
The Company has also pledged to the lenders all of the common stock of Stone
Financial Corporation and Stone Fin II Receivables Corporation and certain
subordinated notes payable to the Company. All of the stock of Stone Canada has
also been pledged to the lenders under the Credit Agreements. The Company has
guaranteed the obligations of Stone Canada as a borrower under the Credit
Agreements. The Company and its subsidiary, Stone Bag Corporation, have granted
mortgages and security interests on approximately 47 box or bag plants owned or
leased by the Company or Stone Bag Corporation in the United States, together
with all fixed assets located at such plants and have granted a security
interest in inventories owned by the Company and Stone Bag Corporation.
Pursuant to the Third Restated Agreement effective December 17, 1993, the
bank group obtained mortgages on the Uncasville, Connecticut mill owned by Stone
Connecticut Paperboard Corporation, the Coshocton, Ohio mill owned by Stone Mill
Operating Corporation and the Pontiac mill owned by Stone Canada. Stone Canada
also pledged 100% of the shares of Stone-Consolidated Corporation owned by Stone
Canada and executed a limited recourse guaranty of the Company's indebtedness
under the Credit Agreements. Stone Bag and Stone Connecticut have also executed
limited recourse guarantees of the Company's indebtedness under the Credit
Agreements. Certain other security interests were also granted to the bank
group.
COVENANTS
The Credit Agreements contain covenants that include, among other things,
requirements to maintain certain financial tests and ratios (including a minimum
current ratio, an indebtedness ratio, an EBITDA test, and a tangible
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<PAGE>
net worth test) and certain restrictions and limitations, including those on
capital expenditures, changes in control, payments of dividends, sales of
assets, lease payments, investments, additional borrowings, mergers and
purchases of stock and assets.
CONSOLIDATED TANGIBLE NET WORTH
The Third Restated Agreement requires that the Company have a consolidated
tangible net worth at the end of each calendar quarter, less certain excluded
investments, at least equal to the greater of 50% of (a) the consolidated
tangible net worth of the Company as of March 1, 1989 and (b) the highest
consolidated tangible net worth of the Company as of the end of any calendar
quarter ending after March 1, 1989.
EBITDA REQUIREMENT
The Third Restated Agreement requires that the Company have earnings before
interest, taxes, depreciation and amortization (as defined in the Third Restated
Agreement) equal to or greater than
<TABLE>
<S> <C>
For the quarter ended December 31, 1993.......................................... $50.0
For the two quarters ended March 31, 1994........................................ $145.0
For the three quarters ended June 30, 1994....................................... $240.0
For the four quarters ended September 30, 1994................................... $325.0
For the four quarters ended December 31, 1994.................................... $380.0
For the four quarters ended March 31, 1995....................................... $465.0
For the four quarters ended June 30, 1995........................................ $545.0
For the four quarters ended September 30, 1995................................... $640.0
For the four quarters ended December 31, 1995.................................... $700.0
For the four quarters ended March 31, 1996....................................... $745.0
For the four quarters ended June 30, 1996........................................ $790.0
For the four quarters ended September 30, 1996................................... $835.0
For the four quarters ended December 31, 1996 and each four quarter period
thereafter...................................................................... $880.0
</TABLE>
On December 29, 1993, the banks amended the Third Restated Agreement to
permit the earnings from the sale of the Company's interest in Empaques de
Carton Titan, S.A., a Mexican corrugated container company, to be counted for
purposes of satisfying the minimum EBITDA requirement solely for the quarter
ended December 31, 1993.
INDEBTEDNESS RATIO
The Company is currently required to have an indebtedness ratio (ratio of
total consolidated indebtedness to consolidated tangible net worth plus total
consolidated indebtedness, as such terms are defined in the Credit Agreements)
not exceeding (i) 81% at the end of each calendar month ending on or after
September 30, 1993 and ending prior to December 31, 1993; (ii) 81.5% at the end
of each calendar month ending on or after December 31, 1993 and ending prior to
March 31, 1995; (iii) 81.0% at the end of each calendar month ending on and
after March 31, 1995 and ending prior to June 30, 1995; (iv) 80.0% at the end of
each calendar month ending on and after June 30, 1995 and ending prior to
September 30, 1995; (v) 79.0% at the end of each calendar month ending on or
after September 30, 1995 and ending prior to December 31, 1995; (vi) 78.0% at
the end of each calendar month ending on or after December 31, 1995 and ending
prior to March 31, 1996; (vii) 76.0% at the end of each calendar month ending on
and after March 31, 1996 and ending prior to June 30, 1996; (viii) 74.0% at the
end of each calendar month ending on or after June 30, 1996 and ending prior to
September 30, 1996; (ix) 72.0% at the end of each calendar month ending on or
after September 30, 1996 and ending prior to December 31, 1996; and (x) 68% at
the end of each calendar month ending on or after December 31, 1996.
At September 30, 1993, the Company's actual indebtedness ratio (as defined)
was 79.6%.
RESTRICTIONS ON INVESTMENTS IN SUBSIDIARIES AND GUARANTEES; CROSS-DEFAULTS
The U.S. Credit Agreement contains prohibitions on investments in Stone
Venepal (Celgar) Pulp, Inc., a Canadian federal corporation, and the Company's
subsidiary, Stone-Consolidated Corporation. The Credit Agreements also restrict
further investments in two of the Company's subsidiaries, Seminole Kraft
Corporation and Stone Savannah River Pulp & Paper Corporation. The Company is
also not permitted to guarantee the indebtedness of Stone-Consolidated
Corporation and there are restrictions on other guarantees. There are also
restrictions on
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transactions with affiliates which are wholly-owned subsidiaries. Any event of
default or default with respect to a Subsidiary's indebtedness for money
borrowed having an aggregate principal amount of $10 million or more constitutes
an event of default under the Credit Agreements.
RESTRICTIONS ON DIVIDENDS
The U.S. Credit Agreement provides that the Company's dividend payments,
distributions or purchases of any class of capital stock of the Company and its
subsidiaries cannot exceed the sum of $50 million plus (i) 50% of the
consolidated net income (as defined by the Credit Agreements) of the Company
from April 1, 1991 to the date of payment of such dividends, minus (ii) 100% of
the consolidated net loss (as defined by the Credit Agreements) of the Company
from April 1, 1991 to the date of payment of such dividend plus (iii) 50% of any
net cash proceeds from sales of Common Stock or certain preferred stock of the
Company from April 1, 1991 to the date of payment of such dividends. The Credit
Agreements also provide that, with respect to the first cash dividend to be
declared after September 1, 1992, such declaration cannot be made unless the
unused portion of the revolving credit facilities (net of any unused portion
required to be reserved for capital expenditures only) is at least equal to $96
million plus the amount of such cash dividend.
At September 30, 1993, the dividend pool under the U.S. Credit Agreement had
a deficit of approximately $334.1 million. The dividend pool will be further
reduced by 100% of the consolidated net loss of the Company that will be
reported for the fourth quarter of 1993. The dividend pool will be increased by
50% of any net cash proceeds from the sale of Common Stock or certain preferred
stock of the Company.
In addition, the indentures relating to the Debt Securities and indentures
relating to the Company's outstanding senior subordinated indebtedness and the
13 5/8% Subordinated Notes due 1995 also restrict the payment of dividends and
distributions. See "Description of Debt Securities -- Particular Terms of the
Senior Debt Securities -- Certain Covenants -- Dividend Restrictions" and "--
Additional Terms of the Senior Subordinated Debt Securities -- Dividend
Restrictions."
RESTRICTIONS ON INCURRENCE OF INDEBTEDNESS
The Credit Agreements restrict the incurrence of additional indebtedness,
subject to certain exceptions. The U.S. Credit Agreement permits the Company to
undertake accounts receivable securitization financings of up to $500 million,
the initial net proceeds of which are required to be used to reduce outstanding
term loans. The Company has instituted two accounts receivable securitization
financings of $365 million of which balances of $261.3 million were outstanding
as of September 30, 1993. The Company may incur an additional $135 million in
securitization financings under the Credit Agreements although no new program is
currently contemplated.
In addition, the Company's indentures relating to the Debt Securities also
restricts the incurrence of additional indebtedness, subject to certain
exceptions. See "Description of Debt Securities -- Particular Terms of the
Senior Debt Securities -- Certain Covenants -- Limitation on Future Incurrence
of Indebtedness."
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<PAGE>
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions of
the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement and
the extent, if any, to which such general provisions may apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating to
such Debt Securities.
The Debt Securities may be issued from time to time in one or more series
and will constitute either Senior Debt Securities, Senior Subordinated Debt
Securities or Subordinated Debt Securities. Senior Debt Securities will be
issued under an Indenture dated as of November 1, 1991, as supplemented by the
First Supplemental Indenture dated as of June 23, 1993 (the "Senior Debt
Securities Indenture"), between the Company and The Bank of New York, as trustee
(the "Senior Debt Securities Trustee"). The Senior Subordinated Debt Securities
will be issued under an Indenture (the "Senior Subordinated Debt Securities
Indenture") to be entered into by the Company and Norwest Bank Minnesota,
National Association, as Trustee (the "Senior Subordinated Debt Securities
Trustee"). The Subordinated Debt Securities will be issued under an Indenture
(the "Subordinated Debt Securities Indenture") dated as of March 15, 1992
between the Company and The Bank of New York, as trustee (the "Subordinated Debt
Securities Trustee"). The Senior Debt Securities Indenture, the Senior
Subordinated Debt Securities Indenture and the Subordinated Debt Securities
Indenture are referred to herein individually as an "Indenture" and,
collectively, as the "Indentures," and the Senior Debt Securities Trustee, the
Senior Subordinated Debt Securities Trustee and the Subordinated Debt Securities
Trustee are referred to herein individually as to the "Trustee" and collectively
as the "Trustees." A copy of each Indenture is filed or incorporated by
reference as an exhibit to the Registration Statement.
The following summaries of certain provisions of the Debt Securities and the
Indentures do not purport to be complete and are subject to, and are qualified
in their entirety by express reference to, all the provisions of the Indentures,
including the definitions therein of certain terms. Certain capitalized terms
herein are defined in the Indentures.
GENERAL
The Debt Securities will be unsecured obligations of the Company.
The Indentures do not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and provide that Debt Securities may
be issued thereunder from time to time in one or more series.
Reference is made to the Prospectus Supplement relating to the Debt
Securities being offered (the "Offered Debt Securities") for, among other
things, the following terms thereof: (1) the title of the Offered Debt
Securities; (2) the aggregate principal amount of the Offered Debt Securities;
(3) the date or dates on which the Offered Debt Securities will mature; (4) the
rate or rates (which may be fixed or variable) per annum at which the Offered
Debt Securities will bear interest and the date from which such interest will
accrue; (5) the dates on which such interest will be payable and the Regular
Record Dates for such Interest Payment Dates; (6) the dates, if any, on which,
and the price or prices at which, the Offered Debt Securities may, pursuant to
any mandatory or optional sinking fund provisions, be redeemed by the Company
and other detailed terms and provisions of such sinking funds; (7) the terms and
conditions, if any, pursuant to which the Offered Debt Securities are
convertible into Common Stock; and (8) the date, if any, after which, and the
price or prices at which, the Offered Debt Securities may, pursuant to any
optional redemption provisions, be redeemed at the option of the Company or of
the Holder thereof and other detailed terms and provisions of such optional
redemption. For a description of the terms of the Offered Debt Securities,
reference must be made to both the Prospectus Supplement relating thereto and to
the description of Debt Securities set forth herein.
Debt Securities which are convertible into Common Stock may only be issued
under the Senior Subordinated Debt Securities Indenture.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the principal of, and any premium or interest on, the Offered Debt Securities
will be payable, and the Offered Debt Securities will be exchangeable and
transfers thereof will be registrable, at the Place of Payment, provided that,
at the option of the Company, payment of interest may be made by check mailed to
the address of the person entitled thereto as it appears in the Security
Register.
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Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Offered Debt Securities will be issued in United States dollars in fully
registered form, without coupons, in denominations of $1,000 or any integral
multiple thereof. No service charge will be made for any transfer or exchange of
the Offered Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
RANKING
The Senior Debt Securities will rank PARI PASSU in right of payment with all
other Senior Indebtedness (as defined) of the Company. The Senior Subordinated
Debt Securities will (i) be subordinate in right of payment to all existing and
future Senior Indebtedness of the Company, (ii) be senior in right of payment to
all existing and future Junior Subordinated Indebtedness (as defined) and (iii)
rank PARI PASSU in right of payment with all existing and future Senior
Subordinated Indebtedness (as defined). The Subordinated Debt Securities will
(i) be subordinate in right of payment to all existing and future Senior
Indebtedness and Senior Subordinated Indebtedness and (ii) rank PARI PASSU upon
liquidation with all existing and future Junior Subordinated Indebtedness.
A substantial portion of the Company's assets currently secure the
borrowings outstanding under the Credit Agreements, which are a component of
Senior Indebtedness. At July 29, 1993, the Company, together with Stone Canada,
had $1.601 billion of term-loan borrowings outstanding under the Credit
Agreements plus approximately $101 million in borrowings outstanding under the
revolving credit facilities available under the Credit Agreements.
The Debt Securities are obligations exclusively of the Company. Because the
operations of the Company are currently conducted primarily by subsidiaries, the
Company's cash flow and consequent ability to service debt, including the Debt
Securities, are dependent, in part, upon the earnings of its subsidiaries and
the distribution of those earnings or upon loans or other payments of funds by
those subsidiaries to the Company. The subsidiaries of the Company are separate
and distinct legal entities and have no obligation, contingent or otherwise, to
pay any amount due pursuant to the Debt Securities or to make any funds
available therefor, whether by dividends, loans or other payments. In addition,
the payment of dividends and the making of loans and advances to the Company by
its subsidiaries may be subject to statutory or contractual restrictions (as
well as potential foreign tax withholding under certain circumstances), are
contingent upon the earnings of those subsidiaries and are subject to various
business considerations.
Any right of the Company to receive assets of any of its subsidiaries upon
their liquidation or reorganization (and the consequent right of the Holders to
participate in the distribution of or proceeds from those assets) will be
effectively subordinated to the claims of such subsidiary's creditors (including
trade creditors and holders of debt issued by such subsidiary), except to the
extent that the Company is itself recognized as a creditor of such subsidiary,
in which case the claims of the Company would still be subordinate to any
security interests in the assets of such subsidiary and any indebtedness of such
subsidiary senior to that held by the Company. The 12 1/8% Subordinated
Debentures due September 15, 2001 of Stone Southwest, Inc., a significant
wholly-owned Subsidiary of the Company, have been guaranteed on a subordinated
basis by the Company. At September 30, 1993, approximately $92.1 million
principal amount of such 12 1/8% Subordinated Debentures due September 15, 2001
was outstanding.
BOOK-ENTRY DEBT SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a Depositary ("Depositary") or its nominee identified in the applicable
Prospectus Supplement. In such a case, one or more Global Securities will be
issued in a denomination or aggregate denomination equal to the portion of the
aggregate principal amount of outstanding Debt Securities of the series to be
represented by such Global Security or Global Securities. Unless and until it is
exchanged in whole or in part for Debt Securities in registered form, a Global
Security may not be registered for transfer or exchange except as a whole by the
Depositary for such Global Security to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any nominee to a successor Depositary or a
nominee of such successor Depositary and except in the circumstances described
in the applicable Prospectus Supplement.
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The specific terms of the depositary arrangement with respect to any portion
of a series of Debt Securities to be represented by a Global Security will be
described in the applicable Prospectus Supplement. The Company expects that the
following provisions will apply to depositary arrangements.
Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities which are to be represented by a Global Security to be deposited with
or on behalf of a Depositary will be represented by a Global Security registered
in the name of such Depositary or its nominee. Upon the issuance of such Global
Security, and the deposit of such Global Security with or on behalf of the
Depositary for such Global Security, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Debt Securities represented by such Global Security to the accounts of
institutions that have accounts with such Depositary or its nominee
("participants"). The accounts to be credited will be designated by the
underwriters or agents of such Debt Securities or, if such Debt Securities are
offered and sold directly by the Company, by the Company. Ownership of
beneficial interests in such Global Security will be limited to participants or
Persons that may hold interests through participants. Ownership of beneficial
interests by participants in such Global Security will be shown on, and the
transfer of that ownership interest will be effected only through, records
maintained by the Depositary or its nominee for such Global Security. Ownership
of beneficial interests in such Global Security by Persons that hold through
participants will be shown on, and the transfer of that ownership interest
within such participant will be effected only through, records maintained by
such participant. The laws of some jurisdictions require that certain purchasers
of securities take physical delivery of such securities in certificated form.
The foregoing limitations and such laws may impair the ability to transfer
beneficial interests in such Global Securities.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or Holder of the Securities
represented by such Global Security for all purposes under the applicable
Indenture. Unless otherwise specified in the applicable Prospectus Supplement,
owners of beneficial interests in such Global Security will not be entitled to
have Debt Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of Debt Securities of such series in certificated form and will not be
considered the Holders thereof for any purposes under the applicable Indenture.
Accordingly, each Person owning a beneficial interest in such Global Security
must rely on the procedures of the Depositary and, if such Person is not a
participant, on the procedures of the participant through which such Person owns
its interest, to exercise any rights of a Holder under the applicable Indenture.
The Company understands that under existing industry practices, if the Company
requests any action of Holders or an owner of a beneficial interest in such
Global Security desires to give any notice or take any action a Holder is
entitled to give or take under the applicable Indenture, the Depositary would
authorize the participants to give such notice or take such action, and
participants would authorize beneficial owners owning through such participants
to give such notice or take such action or would otherwise act upon the
instructions of beneficial owners owning through them.
Principal of and any premium and interest on a Global Security will be
payable in the manner described in the applicable Prospectus Supplement.
PARTICULAR TERMS OF THE SENIOR DEBT SECURITIES
The following description of the Senior Debt Securities sets forth certain
general terms and provisions of the Senior Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Senior Debt
Securities offered by any Prospectus Supplement and the extent, if any, to which
such general provisions may apply to the Senior Debt Securities so offered will
be described in the Prospectus Supplement relating to such Senior Debt
Securities.
CERTAIN COVENANTS
MAINTENANCE OF SUBORDINATED CAPITAL BASE
The Senior Debt Securities Indenture provides that, subject to the exception
described in the third following paragraph, in the event that the Company's
Subordinated Capital Base is less than $1 billion (the "Minimum Subordinated
Capital Base") as at the end of each of any two consecutive fiscal quarters (the
last day of the second such fiscal quarter, a "Deficiency Date"), then, with
respect to Senior Debt Securities of each series, the Company shall, no later
than 60 days after the Deficiency Date (105 days if a Deficiency Date is also
the end of the Company's
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fiscal year), make an offer to all Holders of Senior Debt Securities of each
such series to purchase (a "Deficiency Offer") 10% of the principal amount of
Senior Debt Securities of each such series originally issued, or such lesser
amount as may be Outstanding at the time such Deficiency Offer is made (the
"Deficiency Offer Amount"), at a purchase price equal to 100% of principal
amount, plus accrued and unpaid interest to the Deficiency Payment Date (as
defined below). Thereafter, semiannually the Company shall make like Deficiency
Offers for the then applicable Deficiency Offer Amount of Senior Debt Securities
of each such series until the Company's Subordinated Capital Base as at the end
of any subsequent fiscal quarter shall be equal to or greater than the Minimum
Subordinated Capital Base. Notwithstanding the foregoing, after any specified
Deficiency Date, the last day of any subsequent fiscal quarter shall not
constitute a Deficiency Date (giving rise to an additional obligation under the
first sentence of this paragraph) unless the Company's Subordinated Capital Base
was equal to or greater than the Minimum Subordinated Capital Base as at the end
of a fiscal quarter that followed such specified Deficiency Date and preceded
such subsequent quarter.
Within 60 days (105 days if the Deficiency Date is also the end of the
Company's fiscal year) following a Deficiency Date, the Company shall mail a
notice to each Holder of Senior Debt Securities of the applicable series in
respect of the Deficiency Offer (which notice shall contain all instructions and
materials necessary to enable such Holders to tender Senior Debt Securities).
Senior Debt Securities tendered pursuant to a Deficiency Offer will be accepted
for payment, in amounts as set forth below, on the date which shall be 20
Business Days from the date such notice is mailed or, if acceptance for payment
and payment is not then lawful, on the earliest subsequent Business Day on which
acceptance for payment and payment is then lawful (a "Deficiency Payment Date").
On a Deficiency Payment Date, the Company shall accept for payment Senior
Debt Securities of each applicable series or portions thereof tendered pursuant
to the Deficiency Offer in an aggregate principal amount equal to the Deficiency
Offer Amount or such lesser principal amount of such Senior Debt Securities as
shall have been tendered, and deposit with the Paying Agent money sufficient to
pay the purchase price of all such Senior Debt Securities or portions thereof so
accepted. If the aggregate principal amount of such Senior Debt Securities
tendered exceeds the Deficiency Offer Amount, the Company shall select the
Senior Debt Securities to be purchased on a pro rata basis to the nearest $1,000
of principal amount. The Paying Agent shall promptly mail or deliver to Holders
of Senior Debt Securities so accepted payment in amounts equal to the purchase
prices therefor, and the Company shall execute and the Trustee shall promptly
authenticate and mail or make available for delivery to such Holders new Senior
Debt Securities of the same series as, and equal in principal amounts to, any
unpurchased portion of the Senior Debt Securities surrendered. The Company will
publicly announce the results of the Deficiency Offer.
Notwithstanding the foregoing, in the event that (1) the making of a
Deficiency Offer by the Company or (2) the purchase of Senior Debt Securities by
the Company in respect of a Deficiency Offer would constitute a default (with
the giving of notice, the passage of time or both) with respect to any Specified
Bank Debt at the time outstanding in an aggregate principal amount greater than
$25 million, then, in lieu of the making of a Deficiency Offer in the
circumstances set forth above, (i) the interest rate on the Senior Debt
Securities of each applicable series shall be reset as of the first day of the
second fiscal quarter following the Deficiency Date (the "Reset Date") to a rate
per annum (the "Reset Rate") equal to the greater of (x) the initial interest
rate as set forth on the face of the Senior Debt Security (the "Initial Interest
Rate") and (y) the sum of (A) the basis points specified in the applicable Board
Resolution or supplemental indenture for purposes of this reset provision and
(B) the highest of the treasury rates specified in the applicable Board
Resolution or supplemental indenture for purposes of this reset provision, (ii)
on the first Interest Payment Date following the Reset Date, the interest rate
on the Senior Debt Securities of each such series, as reset on the Reset Date,
shall increase by 50 basis points, and (iii) the interest rate on the Senior
Debt Securities of each such series shall further increase by an additional 50
basis points on each succeeding Interest Payment Date. Notwithstanding the
foregoing, in no event shall the interest rate on the Senior Debt Securities of
any such series at any time exceed the Initial Interest Rate by more than 200
basis points. If the Company's Subordinated Capital Base falls below $1 billion,
the Company would be in default of certain covenants in the Credit Agreements as
in effect on the date hereof.
Once the interest rate on the Senior Debt Securities of any series has been
reset as set forth above, if the Company's Subordinated Capital Base is equal to
or greater than the Minimum Subordinated Capital Base as of the last day of any
fiscal quarter subsequent to the Deficiency Date, interest on the Senior Debt
Securities of each such
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series shall return to the Initial Interest Rate effective as of the first day
of the second following fiscal quarter; PROVIDED, HOWEVER, that the interest
rate on the Senior Debt Securities of each such series shall again be adjusted
as set forth above if the Company's Subordinated Capital Base shall thereafter
be less than the Minimum Subordinated Capital Base as at the last day of each of
any two consecutive subsequent fiscal quarters and if the making of a Deficiency
Offer or the purchase of Senior Debt Securities by the Company in respect of a
Deficiency Offer would, at such time, constitute a default (with the giving of
notice, passage of time or both) with respect to any Specified Bank Debt at the
time outstanding in an aggregate principal amount greater than $25 million.
The Company shall notify the Trustee of the Reset Rate not later than two
Business Days after the Reset Date in the circumstances set forth in the second
preceding paragraph. Not later than five Business Days after the Trustee has
received such notice from the Company, the Trustee shall mail to each Holder of
Senior Debt Securities of the applicable series such notice setting forth the
Reset Rate. The Company shall notify the Trustee and the Holders of such Senior
Debt Securities promptly when the interest rate on such Debt Securities returns
to the Initial Interest Rate as set forth above.
With respect to any Deficiency Offer, the Company intends to comply with the
requirements of Section 14(e) and Rule 14e-1 under the Exchange Act, if then
applicable.
LIMITATION ON FUTURE INCURRENCE OF INDEBTEDNESS
The Senior Debt Securities Indenture provides that the Company will not, and
will not permit any Restricted Subsidiary to, incur, create, assume, guarantee
or in any other manner become directly or indirectly liable with respect to or
responsible for the payment of, any Indebtedness, except: (1) Permitted
Indebtedness; and (2) Indebtedness of the Company if at the time thereof and
after giving effect thereto the Consolidated Interest Coverage Ratio of the
Company, on a pro forma basis for the four most recent quarters, taken as a
whole (giving effect to (i) such Indebtedness and (ii) the effect on the
Consolidated Cash Flow Available for Fixed Charges of the Company for the then
four most recent full fiscal quarters, taken as a whole, as a result of any
acquisition of a Person acquired by the Company or any Restricted Subsidiary
with the proceeds of such Indebtedness), would be greater than 1.75 to 1.
Without limiting the foregoing, the Company shall not, and shall not permit any
Restricted Subsidiary to, guarantee, or in any other manner become directly or
indirectly liable with respect to or responsible for the payment of,
Indebtedness of any Unrestricted Subsidiary in an amount greater than, for all
guaranties and undertakings of responsibility by the Company and its Restricted
Subsidiaries, 20% of the aggregate amount of Indebtedness of such Unrestricted
Subsidiary.
DIVIDEND RESTRICTIONS
The Senior Debt Securities Indenture provides that the Company will not, and
will not permit any Subsidiary of the Company to, directly or indirectly, (1)
declare or pay any dividend or make any distribution, in cash or otherwise, in
respect of any shares of Capital Stock of the Company or to the holders of
Capital Stock of the Company as such (other than dividends or distributions
payable in shares of Capital Stock of the Company, other than Redeemable Stock)
or (2) purchase, redeem or otherwise acquire or retire for value any of the
Capital Stock of the Company or options, warrants or other rights to acquire any
such Capital Stock, other than acquisitions of Capital Stock or such options,
warrants or other rights by any Subsidiary of the Company from the Company (any
such transaction included in clause (1) or (2), a "Restricted Payment") if (i)
at the time of such Restricted Payment and after giving effect thereto, (a) an
Event of Default shall have occurred and be continuing with respect to any
series of the Senior Debt Securities or (b) the Consolidated Net Worth of the
Company shall be less than $750 million; or if (ii) after giving effect to such
Restricted Payment, the aggregate amount expended subsequent to the date of the
Senior Debt Securities Indenture for all such Restricted Payments (the amount of
any Restricted Payment, if other than cash, to be the fair market value of such
payment as determined by the Board of Directors of the Company, whose reasonable
determination shall be conclusive and evidenced by a Board Resolution) exceed
the algebraic sum of (w) a number calculated as follows: (A) if the aggregate
Consolidated Net Income of the Company earned on a cumulative basis during the
period subsequent to September 30, 1991 through the end of the last fiscal
quarter that is prior to the declaration of any such dividend or distribution or
the giving of notice of such purchase, redemption or other acquisition or
retirement and for which such financial information is then available, is a
positive number, then 100% of such positive number, and (B) if the aggregate
Consolidated Net Income of the Company earned on a cumulative basis during the
period subsequent to September 30, 1991 through the end of the last fiscal
quarter that
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is prior to the declaration of any such dividend or distribution or the giving
of notice of such purchase, redemption or other acquisition or retirement and
for which such financial information is then available, is a negative number,
then 100% of such negative number, (x) the aggregate net cash proceeds received
by the Company from the issuance and sale, other than to a Subsidiary of the
Company, subsequent to the date of the Senior Debt Securities Indenture, of
Capital Stock (including Capital Stock issued upon the conversion of, or in
exchange for, securities other than Capital Stock and options, warrants or other
rights to acquire Capital Stock, but excluding Redeemable Stock, (y) the
aggregate net cash proceeds received by the Company from the issuance and sale,
other than to a Subsidiary of the Company, of Indebtedness of the Company that
is converted into Capital Stock of the Company subsequent to the date of the
Senior Debt Securities Indenture, and (z) $300 million; PROVIDED, HOWEVER, that
the retirement of any shares of the Company's Capital Stock by exchange for, or
out of the proceeds of the substantially concurrent sale of, other shares of
Capital Stock of the Company other than Redeemable Stock shall not constitute a
Restricted Payment. If all of the conditions to the declaration of a dividend or
distribution that are described above are satisfied at the time such dividend or
distribution is declared, then such dividend or distribution may be paid or made
within sixty days after such declaration even if the payment of such dividend,
the making of such distribution or the declaration thereof would not have been
permitted at any time after such declaration.
LIMITATION ON FUTURE LIENS AND GUARANTIES
Pursuant to the terms of the Senior Debt Securities Indenture, if the
Company or any Subsidiary shall create, incur, assume or suffer to exist any
Lien upon any of the assets of the Company or a Subsidiary of the Company
(whether such assets are owned at the date of the Senior Debt Securities
Indenture or thereafter acquired) as a security for (1) any Indebtedness or
other obligation (whether unconditional or contingent) of the Company that ranks
PARI PASSU with the Senior Debt Securities or any Indebtedness or other
obligation (whether unconditional or contingent) of a Subsidiary of the Company,
the Company will secure or will cause such Subsidiary to guarantee and secure
the Outstanding Senior Debt Securities equally and ratably with (or, at the
option of the Company, prior to) such Indebtedness or other obligation, so long
as such Indebtedness or other obligation shall be so secured, or (2) any
Subordinated Indebtedness, the Company will secure the Outstanding Senior Debt
Securities prior to such Subordinated Indebtedness, so long as such Subordinated
Indebtedness shall be so secured; PROVIDED, HOWEVER, that this covenant does not
apply in the case of Permitted Liens or Liens granted by any Unrestricted
Subsidiary to secure Indebtedness or other obligations of itself or of any
Person other than the Company and its Restricted Subsidiaries.
In addition, pursuant to the terms of the Senior Debt Securities Indenture,
the Company will not guarantee the Indebtedness of any Subsidiary and will not
permit any Subsidiary (including Stone Savannah River Pulp & Paper Corporation
and Seminole Kraft Corporation) to guarantee (i) any Indebtedness of the Company
that ranks PARI PASSU with the Senior Debt Securities, (ii) any Indebtedness of
a Subsidiary of the Company or (iii) any Subordinated Indebtedness; PROVIDED,
HOWEVER, that this paragraph does not apply to (1) any guaranty by a Subsidiary
if such Subsidiary also guarantees the Senior Debt Securities on a PARI PASSU
basis with respect to guaranties of Indebtedness described in clauses (i) and
(ii) and on a senior basis with respect to guaranties of Indebtedness described
in clause (iii); (2) any guaranty existing on the date of the Senior Debt
Securities Indenture or any extension or renewal of such guaranty to the extent
such extension or renewal is for the same or a lesser amount; (3) any guaranty
which constitutes Indebtedness permitted by clause (v) or (vi) of the definition
of Permitted Indebtedness granted by a Person permitted to incur such
Indebtedness; (4) any guaranty by the Company of Indebtedness of a Restricted
Subsidiary, PROVIDED that (A) incurrence of such Indebtedness of the Restricted
Subsidiary is not prohibited by the Senior Debt Securities Indenture and (B) (x)
such guaranty constitutes Indebtedness of the Company incurred as Permitted
Indebtedness pursuant to clause (vii) or (viii) of the definition of Permitted
Indebtedness (it being understood that, for purposes of determining Permitted
Indebtedness, any such guaranty shall be deemed to constitute Indebtedness
separate from, and, in addition to, Indebtedness of a Restricted Subsidiary
which is so guaranteed) or (y) immediately prior to and (on a pro forma basis)
after granting such guaranty, the Company would be permitted to incur an
additional dollar of Indebtedness (not constituting Permitted Indebtedness)
under the restrictions described in "Limitation on Future Incurrence of
Indebtedness" above; (5) any guaranty by an Unrestricted Subsidiary of
Indebtedness or other obligations of any Person other than the Company and its
Restricted Subsidiaries; (6) any guaranty by the Company or any Subsidiary
(including Stone Savannah River Pulp & Paper Corporation and Seminole Kraft
Corporation) of Indebtedness or other
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obligations constituting Indebtedness permitted by clause (i)(a) of the
definition of Permitted Indebtedness in a principal amount not exceeding the
principal amount outstanding or committed under the Credit Agreements (including
any letter of credit facility, but without duplication with respect to
commitments for loans the use of proceeds of which is restricted to repayment of
other Indebtedness under the Credit Agreements) as of the date of the Senior
Debt Securities Indenture, plus $250 million and less the proceeds from the sale
of all Senior Debt Securities issued from time to time that are applied to repay
Indebtedness under the Credit Agreements); (7) any guaranty by the Company of
Indebtedness of any Restricted Subsidiary outstanding on the date of the Senior
Debt Securities Indenture which is not subordinated to any Indebtedness of such
Restricted Subsidiary, and any renewal extension or refinancing of such
Indebtedness permitted by the Senior Debt Securities Indenture; (8) any guaranty
by the Company of Indebtedness of any Restricted Subsidiary that is organized
under the laws of a jurisdiction other than the United States or any subdivision
thereof, PROVIDED that the incurrence of such Indebtedness of such Restricted
Subsidiary is not prohibited by the Senior Debt Securities Indenture; (9) any
guaranty by a Restricted Subsidiary that is organized under the laws of a
jurisdiction other than the United States or any subdivision thereof of the
Indebtedness of any of its Subsidiaries that is a Restricted Subsidiary and that
is organized under the laws of a jurisdiction other than the United States or
any subdivision thereof, PROVIDED that incurrence of such Indebtedness of such
Restricted Subsidiary is not prohibited by the Senior Debt Securities Indenture;
(10) any guaranty by the Company or a Subsidiary of Indebtedness or other
obligations in a principal amount not exceeding $250,000; (11) any guaranty in
the form of an endorsement of negotiable instruments for deposit or collection
and similar transactions; (12) any guaranty arising under or in connection with
performance bonds, indemnity bonds, surety bonds or commercial letters of credit
not exceeding $25 million in aggregate principal amount from time to time
outstanding; (13) any guaranty by a Subsidiary of Indebtedness or other
obligations of another Subsidiary in effect at the time of such guarantor
becoming a Subsidiary and not created in contemplation thereof; or (14) any
guaranty by the Company or a Restricted Subsidiary of any Interest Swap
Obligation, Currency Agreement or Commodities Agreement relating to Indebtedness
that is guaranteed pursuant to another clause of this paragraph.
LIMITATION ON ASSET DISPOSITIONS
The Senior Debt Securities Indenture provides that so long as any of the
Senior Debt Securities are Outstanding, (i) the Company will not, and will not
permit any Restricted Subsidiary to, make any Asset Disposition unless the
Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of such Asset Disposition at least equal to the fair
market value for the assets sold or otherwise disposed of (which shall be
determined in good faith (x) in the case of dispositions of assets having a fair
market value of $10 million or more, by the Board of Directors of the Company,
whose reasonable determination shall be conclusive and evidenced by a Board
Resolution, or (y) in the case of dispositions of assets having a fair market
value of less than $10 million but not less than $5 million, an officer of the
Company, whose reasonable determination shall be conclusive and evidenced by a
certificate of such officer) and (ii) the Company will apply the aggregate net
proceeds in excess of $300 million received by the Company or any Restricted
Subsidiary from all Asset Dispositions occurring subsequent to the date of the
Senior Debt Securities Indenture (but excluding for purposes of this clause
(ii), whether before or after the receipt of net proceeds in excess of $300
million, (1) the net proceeds of any Asset Disposition or series of related
Asset Dispositions where the net proceeds are less than $5 million and (2) the
first $25 million of net proceeds in each fiscal year without taking into
account any amount excluded pursuant to (1)) as follows: (a) to the payment or
prepayment of any Senior Indebtedness within six months of such Asset
Disposition, or (b) to investment in the business of the Company and its
Restricted Subsidiaries (including, without limitation, by acquiring equity,
other than Redeemable Stock, of the transferee of such Asset Disposition) within
six months of such Asset Disposition or, if such investment is with respect to a
project to be completed within a period greater than six months from such Asset
Disposition, then within the period of time necessary to complete such project;
PROVIDED, HOWEVER, that (x) in the case of applications contemplated by clause
(b), the Board of Directors has, within such six-month period, adopted in good
faith a resolution committing such excess proceeds to such investment, (y)
except as provided in the next sentence, none of such excess proceeds shall be
used to make any Restricted Payment or any payment in respect of Subordinated
Indebtedness and (z) to the extent not applied in accordance with clauses (a) or
(b) above, or if after being so applied there remain excess net proceeds in an
amount greater than $10 million, the Company shall make a pro rata offer to all
Holders to purchase Senior Debt Securities at 100% of principal amount, plus
accrued and unpaid interest to the Asset Disposition Payment Date (as defined
below), up to an aggregate principal amount equal to such excess net proceeds
(the "Asset Disposition Offer Amount"). If after
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being applied in accordance with clauses (a), (b) and (z) above there remain
excess net proceeds, the Company will apply such excess net proceeds to the
general corporate purposes of the Company or any Subsidiary of the Company. An
offer to purchase Senior Debt Securities required to be made pursuant to this
covenant is an "Asset Disposition Offer" and the date on which the purchase of
Debt Securities relating to any such Asset Disposition Offer is to be made is an
"Asset Disposition Payment Date."
Notwithstanding the foregoing, to the extent the Company or any of its
Restricted Subsidiaries receives securities or other non-cash property or assets
as proceeds of an Asset Disposition (other than equity in the transferee not
constituting Redeemable Stock), the Company shall not be required to make any
application required by the preceding paragraph until it receives cash proceeds
from a sale, repayment, exchange, redemption or retirement of or extraordinary
dividend or return of capital on such non-cash property, except that if and to
the extent the sum of all cash proceeds plus the fair market value of equity
(other than Redeemable Stock) in the transferee of such Asset Disposition
received at the time of such Asset Disposition is less than 70% of the fair
market value of the total proceeds of such Asset Disposition (with such fair
market value determined and evidenced in the same manner as stated in clause (i)
of the preceding paragraph), the amount of such deficiency (the "Deficiency
Amount") shall be applied as required by the preceding paragraph as if received
at the time of the Asset Disposition. Any amounts deferred pursuant to the
preceding sentence shall be applied in accordance with the preceding paragraph
when cash proceeds are thereafter received from a sale, repayment, exchange,
redemption or retirement of or extraordinary dividend or return of capital on
such non-cash property; PROVIDED, HOWEVER, that the Company shall not be
required to apply with respect to any equity interest in a transferee an amount
exceeding the fair market value attributable to such equity interest at the time
of the Asset Disposition; and PROVIDED, FURTHER, that if a Deficiency Amount was
applied pursuant to the exception contained in the preceding sentence, then once
the cumulative amount of applications made pursuant to the preceding paragraph
and this paragraph (including any Deficiency Amount) equals 100% of the fair
market value of the total proceeds of the Asset Disposition at the time of such
Asset Disposition, cash proceeds thereafter received from a sale, repayment,
exchange, redemption or retirement of or extraordinary dividend or return of
capital on such non-cash property shall not be required to be applied in
accordance with the preceding paragraph except to the extent such cash proceeds
exceed the Deficiency Amount.
Notice of an Asset Disposition Offer shall be mailed on behalf of the
Company by the Trustee to all Holders of Senior Debt Securities at their last
registered addresses not less than 30 days nor more than 60 days before the
Asset Disposition Payment Date, which shall be a date not more than 210 days
after the Asset Disposition giving rise to such Asset Disposition Offer. The
Asset Disposition Offer shall remain open from the time of the mailing of such
notice until not more than 5 Business Days before the Asset Disposition Payment
Date.
On the Asset Disposition Payment Date, the Company shall accept for payment
Senior Debt Securities or portions thereof tendered pursuant to the Asset
Disposition Offer in an aggregate principal amount equal to the Asset
Disposition Offer Amount or such lesser amount of Senior Debt Securities as
shall have been tendered, and deposit with the Paying Agent money sufficient to
pay the purchase price of all Senior Debt Securities or portions thereof so
accepted. If the aggregate principal amount of Senior Debt Securities tendered
exceeds the Asset Disposition Offer Amount, the Company shall select the Senior
Debt Securities to be purchased on a pro rata basis to the nearest $1,000 of
principal amount. The Paying Agent shall promptly mail or deliver to Holders of
Senior Debt Securities so accepted payment in an amount equal to the purchase
price, and the Company shall execute and the Trustee shall promptly authenticate
and mail or make available for delivery to such Holders a new Senior Debt
Security of the applicable series and equal in principal amount to any
unpurchased portion of the Senior Debt Security surrendered. The Company will
publicly announce the results of the Asset Disposition Offer.
With respect to any Asset Disposition Offer, the Company intends to comply
with the requirements of Section 14(e) and Rule 14e-1 under the Exchange Act, if
applicable.
RESTRICTIONS ON MERGERS AND CONSOLIDATIONS AND SALES OF ASSETS
The Senior Debt Securities Indenture provides that the Company shall not
consolidate with, merge with or into any other corporation (whether or not the
Company shall be the surviving corporation), or sell, assign, transfer or lease
all or substantially all of its properties and assets as an entirety or
substantially as an entirety to any Person or group of affiliated Persons, in
one transaction or a series of related transactions, unless: (1) either the
Company
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shall be the continuing Person or the Person (if other than the Company) formed
by such consolidation or with which or into which the Company is merged or the
Person (or group of affiliated Persons) to which all or substantially all the
properties and assets of the Company are sold, assigned, transferred or leased
is a corporation (or constitute corporations) organized under the laws of the
United States or any State thereof or the District of Columbia and expressly
assumes, by an indenture supplemental to the Senior Debt Securities Indenture,
all the obligations of the Company under the Senior Debt Securities and the
Senior Debt Securities Indenture; (2) immediately before and after giving effect
to such transaction, no Event of Default, and no Default, with respect to the
Senior Debt Securities shall have occurred and be continuing; (3) immediately
after giving effect to such transaction on a pro forma basis, but prior to any
purchase accounting adjustments resulting from the transaction, the Consolidated
Net Worth of the Company (or of the surviving, consolidated or transferee entity
if the Company is not continuing, treating such entity as the Company for
purposes of determining Consolidated Net Worth) shall be at least equal to the
Consolidated Net Worth of the Company immediately before such transaction; (4)
immediately after giving effect to such transaction the Company (or the
surviving, consolidated or transferee entity if the Company is not continuing,
but treating such entity as the Company for purposes of making such
determination) would be permitted to incur an additional dollar of Indebtedness
(not constituting Permitted Indebtedness) immediately prior to such transaction
under the covenant contained in the Senior Debt Securities Indenture restricting
the incurrence of Indebtedness; PROVIDED, HOWEVER, that this clause (4) shall be
inapplicable if (a) such transaction would result in the occurrence of a Change
of Control or (b) immediately prior to giving effect to such transaction, the
Company would not be permitted to incur an additional dollar of Indebtedness
(not constituting Permitted Indebtedness) under such covenant, and immediately
after giving effect to such transaction on a pro forma basis (but prior to any
purchase accounting adjustments resulting from the transaction), the
Consolidated Interest Coverage Ratio of the Company (or the surviving,
consolidated or transferee entity if the Company is not continuing, treating
such entity as the Company for purposes of determining the Consolidated Interest
Coverage Ratio) shall be at least equal to the Consolidated Interest Coverage
Ratio of the Company immediately before such transaction; and (5) the Company
shall have delivered to the Trustee an Officer's Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and such
supplemental indenture comply with the Senior Debt Securities Indenture.
Notwithstanding the foregoing, if clause (4) of the preceding sentence is
inapplicable by reason of clause (b) of the proviso thereto, and at the date
three months after the consummation of such transaction the rating ascribed to
the Senior Debt Securities of any series by Standard and Poor's Corporation or
Moody's Investors Service, Inc. shall be lower than the rating ascribed to the
Senior Debt Securities of any series prior to the public announcement of such
transaction, then the Company shall make an offer for the Senior Debt Securities
of each series at the same price and following the same procedures and
obligations as required with respect to a Change of Control (as if such date
three months after the giving effect to such transaction were the "Change of
Control Date"). See "Limitation on Future Incurrence of Indebtedness" above and
"Change of Control" below.
If, upon any consolidation or merger, or upon any sale, assignment, transfer
or lease, as provided in the preceding paragraph, any material property of the
Company or any Restricted Subsidiary or any shares of Capital Stock or
Indebtedness of any Restricted Subsidiary, owned immediately prior thereto,
would thereupon become subject to any Lien securing any indebtedness for
borrowed money of, or guaranteed by, such other corporation or Person (other
than any Permitted Lien), the Company, prior to such consolidation, merger,
sale, assignment, transfer or lease, will secure the due and punctual payment of
the principal of, and premium, if any, and interest on the Senior Debt
Securities of each series then Outstanding (together with, if the Company shall
so determine, any other indebtedness of, or guaranteed by, the Company or any
Restricted Subsidiary and then existing or thereafter created) equally and
ratably with (or, at the option of the Company, prior to) the Indebtedness
secured by such Lien.
CHANGE OF CONTROL
Upon the occurrence of a Change of Control (the "Change of Control Date")
and subject to the requirements of the next succeeding sentence, each Holder
shall have the right to require that the Company repurchase such Holder's Senior
Debt Securities pursuant to the offer described below (the "Change of Control
Offer") at a purchase price equal to 101% of the aggregate principal amount of
such Senior Debt Securities plus accrued and unpaid interest, if any, to the
date of such repurchase. If such repurchase would constitute an event of default
under Specified Bank Debt, then, prior to giving the notice to Holders provided
below, the Senior Debt Securities
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Indenture requires the Company to (1) repay in full in cash such Specified Bank
Debt or (2) obtain the requisite consent of holders of such Specified Bank Debt
to permit the repurchase of Senior Debt Securities without giving rise to an
event of default under such Specified Bank Debt.
As of September 30, 1993, approximately $1.7 billion of Specified Bank Debt
was outstanding.
Promptly upon satisfaction of either one of the obligations described above,
the Company shall mail a notice to each Holder of Senior Debt Securities of each
applicable series in respect of the Change of Control Offer (which notice shall
contain all instructions and materials necessary to enable such Holders to
tender Senior Debt Securities). All Senior Debt Securities of each applicable
series tendered will be accepted for payment on a date (the "Change of Control
Payment Date") which shall be no earlier than 30 days nor later than 40 days
from the date such notice is mailed, but in any event prior to the date on which
any Subordinated Indebtedness is paid pursuant to the terms of a provision
similar to the Change of Control Offer covenant.
On the Change of Control Payment Date, the Company shall accept for payment
Senior Debt Securities of each applicable series or portions thereof tendered
pursuant to the Change of Control Offer, and deposit with the Paying Agent money
sufficient to pay the purchase price of all Senior Debt Securities of each
applicable series or portions thereof so accepted. The Paying Agent shall
promptly mail or deliver to the Holder of Senior Debt Securities of each
applicable series so accepted payment in an amount equal to the purchase price,
and the Trustee shall promptly authenticate and mail or make available for
delivery to such Holder a new Senior Debt Security of the same series as, and
equal in principal amount to, any unpurchased portion of the Senior Debt
Security surrendered. The Company will publicly announce the results of the
Change of Control Offer.
Whether a Change of Control has occurred depends entirely on the
accumulation of Common Stock of the Company and on certain changes in the
composition of the Company's Board of Directors. As a result, the Company can
enter into certain highly leveraged transactions, including certain
recapitalizations, mergers or stock repurchases, that would not result in the
application of the Change of Control provisions. Because the definitions of
"Change of Control" and "Acquiring Person" exclude the Company, any Subsidiary
of the Company and certain members of the Stone family, certain transactions in
which such entities and persons participate as beneficial owners of Common Stock
(including, among others, a leveraged buyout or recapitalization) would not
constitute a Change of Control. With respect to any Change of Control Offer, the
Company intends to comply with the requirements of Section 14(e) and Rule 14e-1
under the Exchange Act, if then applicable.
RANKING OF SENIOR DEBT SECURITIES
The payment of the principal of, interest on and any other amounts due on
Subordinated Indebtedness will be subordinated in right of payment to the prior
payment in full of the Senior Debt Securities. The Senior Debt Securities are
senior to the Company's $150 million aggregate principal amount of 10 3/4%
Senior Subordinated Notes due June 15, 1997, $125 million aggregate principal
amount of 11% Senior Subordinated Notes due August 15, 1999, $230 million
aggregate principal amount of 11 1/2% Senior Subordinated Notes due September 1,
1999, $200 million aggregate principal amount of 10 3/4% Senior Subordinated
Debentures due April 1, 2002, $250 million aggregate principal amount of 8 7/8%
Convertible Senior Subordinated Notes due July 15, 2000, $98 million aggregate
principal amount of 13 5/8% Subordinated Notes due June 1, 1995, and $115
million aggregate principal amount of 6 3/4% Convertible Subordinated Debentures
due February 15, 2007.
EVENTS OF DEFAULT AND NOTICE THEREOF
The following are Events of Default under the Senior Debt Securities
Indenture with respect to Senior Debt Securities of any series: (1) failure to
pay interest on any Senior Debt Security of that series when due, continued for
30 days; (2) failure to pay the principal of (or premium, if any, on) any Senior
Debt Securities of that series when due and payable at Maturity, upon
redemption, upon repurchase pursuant to a Deficiency Offer as described under
"Maintenance of Subordinated Capital Base" above, pursuant to an Asset
Disposition Offer as described under "Change of Control" above or otherwise; (3)
failure to observe or perform any other covenant, warranty or agreement
contained in the Senior Debt Securities of that series or in the Senior Debt
Securities Indenture (other than a covenant, agreement or warranty included in
the Senior Debt Securities Indenture solely for the benefit of Senior Debt
Securities other than that series), continued for a period of 60 days after
notice has been given to the Company by the Trustee or Holders of at least 25%
in aggregate principal amount of the Outstanding Senior Debt
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Securities of that series; (4) failure to pay at final maturity, or acceleration
of, Indebtedness of the Company having an aggregate principal amount of not less
than $25 million (or, if less, the least amount contained in any similar
provision of an instrument governing any outstanding Subordinated Indebtedness
of the Company, but in no event less than $10 million), unless cured within 15
days after notice has been given to the Company by the Trustee or Holders of at
least 25% in aggregate principal amount of the Outstanding Senior Debt
Securities of that series; (5) the entering against the Company of one or more
judgments or decrees involving an aggregate liability of $25 million or more
unless vacated, discharged, satisfied or stayed within 30 days of the entering
of such judgments or decrees; (6) certain events of bankruptcy, insolvency or
reorganization relating to the Company; and (7) any other Event of Default with
respect to Senior Debt Securities of that series specified in the Prospectus
Supplement relating thereto.
The Senior Debt Securities Indenture provides that the Trustee shall, within
30 days after the occurrence of any Default or Event of Default with respect to
Senior Debt Securities of any series, give the Holders of Senior Debt Securities
of that series notice of all uncured Defaults or Events of Default known to it
(the term "Default" to include the events specified above without grace or
notice); PROVIDED, HOWEVER, that, except in the case of an Event of Default or a
Default in payment on any Senior Debt Securities of any series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or directors or responsible officers of the
Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders of Senior Debt Securities of that series.
If an Event of Default with respect to Senior Debt Securities of any series
(other than due to event of bankruptcy, insolvency or reorganization) occurs and
is continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the Outstanding Senior Debt Securities of that series, by notice in
writing to the Company (and to the Trustee if given by the Holders of at least
25% in aggregate amount of Senior Debt Securities of that series), may declare
the unpaid principal of and accrued interest to the date of acceleration on all
the Outstanding Senior Debt Securities of that series to be due and payable
immediately and, upon any such declaration, the Senior Debt Securities of that
series shall become immediately due and payable.
If an Event of Default occurs due to bankruptcy, insolvency or
reorganization, all unpaid principal (without premium) of and accrued interest
on the Outstanding Senior Debt Securities of any series ipso facto becomes
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder of any Senior Debt Security of that series.
Any such declaration with respect to Senior Debt Securities of any series
may be annulled and past Events of Default and Defaults (except, unless
theretofore cured, an Event of Default or a Default, in payment of principal of
or interest on the Senior Debt Securities of that series) may be waived by the
Holders of a majority of the principal amount of the Outstanding Senior Debt
Securities, upon the conditions provided in the Senior Debt Securities
Indenture.
The Senior Debt Securities Indenture provides that the Company will
periodically file statements with the Trustee regarding compliance by the
Company with certain of the covenants thereof and specifying any Event of
Default or Defaults with respect to Senior Debt Securities of any series in
performing such covenants of which the signers may have knowledge.
MODIFICATION OF SENIOR DEBT SECURITIES INDENTURE; WAIVER
The Senior Debt Securities Indenture may be modified by the Company and the
Trustee without the consent of any Holders with respect to certain matters,
including (i) to cure any ambiguity, defect or inconsistency or to correct or
supplement any provision which may be inconsistent with any other provision of
the Senior Debt Securities Indenture and (ii) to make any change that does not
materially adversely affect the interests of any Holder of Senior Debt
Securities of any series. In addition, under the Senior Debt Securities
Indenture, certain rights and obligations of the Company and the rights of
Holders of the Senior Debt Securities may be modified by the Company and the
Trustee with the written consent of the Holders of at least a majority in
principal amount of the Outstanding Senior Debt Securities of each series
affected thereby; but no extension of the maturity of any Senior Debt Securities
of any series, reduction in the interest rate or extension of the time for
payment of interest, change in the optional redemption or repurchase provisions
in a manner adverse to any Holder of Senior Debt Securities of any series,
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other modification in the terms of payment of the principal of or interest on
any Senior Debt Securities of any series, or reduction of the percentage
required for modification, will be effective against any Holder of any
Outstanding Senior Debt Security of any series affected thereby without his
consent. The Senior Debt Securities Indenture does not limit the aggregate
amount of Senior Debt Securities of the Company which may be issued thereunder.
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of any series may on behalf of the Holders of all Senior Debt
Securities of that series waive, insofar as that series is concerned, compliance
by the Company with certain restrictive covenants of the Senior Debt Securities
Indenture. The Holders of not less than a majority in principal amount of the
Outstanding Senior Debt Securities of any series may on behalf of the Holders of
all Senior Debt Securities of that series waive any past Event of Default or
Default under the Senior Debt Securities Indenture with respect to that series,
except an Event of Default or a Default in the payment of the principal of or
premium, if any, or any interest on any Senior Debt Security of that series or
in respect of a provision which under the Senior Debt Securities Indenture
cannot be modified or amended without the consent of the Holder of each
Outstanding Senior Debt Security of that series affected.
SATISFACTION AND DISCHARGE OF SENIOR DEBT SECURITIES INDENTURE; DEFEASANCE
The Company may terminate its substantive obligations in respect of Senior
Debt Securities of any series by delivering all Outstanding Senior Debt
Securities of that series to the Trustee for cancellation and paying all sums
payable by it on account of principal of and interest on all Senior Debt
Securities of that series or otherwise. The Company may terminate its
substantive obligations in respect of Senior Debt Securities of any series
(except for its obligations to pay the principal of (and premium, if any, on)
and the interest on the Senior Debt Securities of any series) by (i) depositing
with the Trustee, under the terms of an irrevocable trust agreement, money or
United States Government Obligations sufficient to pay all remaining
indebtedness on the Senior Debt Securities of that series, (ii) delivering to
the Trustee either an Opinion of Counsel or a ruling directed to the Trustee
from the Internal Revenue Service to the effect that the Holders of the Senior
Debt Securities of that series will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit and termination of
obligations, and (iii) complying with certain other requirements set forth in
the Senior Debt Securities Indenture. In addition, the Company may terminate all
of its substantive obligations in respect of Senior Debt Securities of any
series (including its obligations to pay the principal of (and premium, if any,
on) and interest on the Senior Debt Securities of any series) by (i) depositing
with the Trustee, under the terms of an irrevocable trust agreement, money or
United States Government Obligations sufficient to pay all remaining
indebtedness on the Senior Debt Securities of that series, (ii) delivering to
the Trustee either a ruling directed to the Trustee from the Internal Revenue
Service to the effect that the Holders of the Senior Debt Securities of that
series will not recognize income, gain or loss for federal income tax purposes
as a result of such deposit and termination of obligations or an Opinion of
Counsel, based upon such a ruling or a change in the applicable federal tax law
since the date of the Senior Debt Securities Indenture, to such effect, and
(iii) complying with certain other requirements set forth in the Senior Debt
Securities Indenture.
THE TRUSTEE
The Bank of New York, a New York banking corporation, is the Trustee under
the Senior Debt Securities Indenture.
The Company maintains normal commercial banking relations with The Bank of
New York, which is also a lender under the Credit Agreements and the Trustee
under the Subordinated Debt Securities Indenture and other indentures of the
Company.
CERTAIN DEFINITIONS
For purposes of the Senior Debt Securities Indenture, certain defined terms
have the following meanings:
"ACQUIRING PERSON" means any Person or group (as defined in Section
13(d)(3) of the Exchange Act) who or which, together with all affiliates and
associates (as defined in Rule 12b-2 under the Exchange Act), becomes the
beneficial owner of shares of Common Stock of the Company having more than 50%
of the total number of votes that may be cast for the election of directors of
the Company; PROVIDED, HOWEVER, that an Acquiring Person shall not include (i)
the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan
of the Company or any Subsidiary of the Company or any entity holding Common
Stock of the Company for or pursuant to the terms of any
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such plan, (iv) any descendant of Joseph Stone or the spouse of any such
descendant, the estate of any such descendant or the spouse of any such
descendant, any trust or other arrangement for the benefit of any such
descendant or the spouse of any such descendant or any charitable organization
established by any such descendant or the spouse of any such descendant
(collectively, the "Stone Family"), or (v) any group which includes any member
or members of the Stone Family and a majority of the Common Stock of the Company
held by such group is beneficially owned by such member or members.
Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as
the result of an acquisition of Common Stock by the Company which, by reducing
the number of shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to more than 50% or more of the Common Stock
of the Company then outstanding; PROVIDED, HOWEVER, that if a Person shall
become the beneficial owner of more than 50% or more of the Common Stock of the
Company then outstanding by reason of share purchases by the Company and shall,
after such share purchases by the Company, become the beneficial owner of any
additional shares of Common Stock of the Company, then such Person shall be
deemed to be an "Acquiring Person."
"ASSET DISPOSITION" means any sale, transfer or other disposition of (i)
shares of Capital Stock of a Restricted Subsidiary (other than directors'
qualifying shares) or (ii) property or assets of the Company or any Restricted
Subsidiary (other than a sale, transfer or other disposition of Receivables and
other assets or property described in clause (vi) of the definition of Permitted
Liens pursuant to a Receivables sale constituting Indebtedness pursuant to
clause (ii) of the definition thereof); PROVIDED, HOWEVER, that an Asset
Disposition shall not include any sale, transfer or other disposition by a
Restricted Subsidiary to the Company or to another Restricted Subsidiary or by
the Company to a Restricted Subsidiary, any sale, transfer or other disposition
of defaulted Receivables for collection or any sale, transfer or other
disposition in the ordinary course of business, but shall include any sale,
transfer or other disposition by the Company or a Restricted Subsidiary to an
Unrestricted Subsidiary of the shares, property or assets referred to in clauses
(i) and (ii). The designation by the Company of a Subsidiary of the Company as
an "Unrestricted Subsidiary" shall constitute an Asset Disposition of such
Subsidiary's property and assets net of its liabilities, unless the transfer of
property and assets to such Subsidiary has previously constituted an Asset
Disposition.
"CHANGE OF CONTROL" means any event by which (i) an Acquiring Person has
become such or (ii) Continuing Directors cease to comprise a majority of the
members of the Board of Directors of the Company.
"CONSOLIDATED AMORTIZATION EXPENSE" means, for any period, the amortization
expense of the Company and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.
"CONSOLIDATED CASH FLOW AVAILABLE FOR FIXED CHARGES" means, for any period,
(a) the sum of the amounts for such period of (i) Consolidated Net Income, (ii)
Consolidated Interest Expense, (iii) Consolidated Income Tax Expense, (iv)
Consolidated Depreciation Expense, (v) Consolidated Amortization Expense and
(vi) other non-cash items reducing Consolidated Net Income, MINUS (b) non-cash
items increasing Consolidated Net Income, all as determined on a consolidated
basis for the Company and its Restricted Subsidiaries in accordance with GAAP.
"CONSOLIDATED DEPRECIATION EXPENSE" means, for any period, the depreciation
expense of the Company and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.
"CONSOLIDATED FREE CASH FLOW" means, for any period, (a) the sum of the
amounts for such period of (i) Consolidated Net Income, (ii) Consolidated
Depreciation Expense and (iii) Consolidated Amortization Expense, MINUS (b) the
sum of (i) Restricted Payments (as defined under the subsection entitled
"Dividend Restrictions" above) during such period, (ii) net reduction during
such period in Indebtedness of the Company and its Restricted Subsidiaries
(other than as a result of Asset Dispositions) and (iii) the excess (but not the
deficit) of capital expenditures of the Company and its Restricted Subsidiaries
for such period not financed pursuant to clause (vi) of the definition of
Permitted Indebtedness over Consolidated Depreciation Expense.
"CONSOLIDATED INCOME TAX EXPENSE" means, for any period, the aggregate of
the income tax expense of the Company and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.
"CONSOLIDATED INTEREST COVERAGE RATIO" means, for any period, the ratio of
(i) Consolidated Cash Flow Available for Fixed Charges to (ii) Consolidated
Interest Expense.
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"CONSOLIDATED INTEREST EXPENSE" means, for any period, the interest expense
(including the interest component of all Capitalized Lease Obligations and the
earned discount or yield with respect to a Receivables purchase constituting
Indebtedness) of the Company and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP; PROVIDED, HOWEVER,
that, with respect to revolving credit, revolving Receivables purchases or other
similar arrangements, the interest expense in respect thereof for any period
shall be as follows: (1) in respect of (a) revolving credit facilities under the
Credit Agreements and (b) revolving credit, revolving Receivables purchases or
other similar arrangements the use of the proceeds of which is restricted solely
to the payment of Indebtedness of the Company or any Restricted Subsidiary, the
interest expense attributable to the principal amounts outstanding thereunder
during such period, in accordance with the terms thereof; and (2) in respect of
all other revolving credit, revolving Receivables purchases and other similar
arrangements, the pro forma interest expense attributable to all amounts
committed during such period under such revolving credit, revolving Receivables
purchases or other similar arrangements, whether or not such amounts were
actually outstanding during such period, in accordance with the terms thereof,
in each case on a consolidated basis in accordance with GAAP.
"CONSOLIDATED NET INCOME" means, for any period, the net income (or loss)
of the Company and its Restricted Subsidiaries on a consolidated basis for such
period taken as a single accounting period, determined in accordance with GAAP;
PROVIDED, HOWEVER, that: (a) there shall be excluded therefrom (i) the net
income (or loss) of any Person which is not a Restricted Subsidiary, except to
the extent of the amount of dividends or other distributions actually paid in
cash or tangible property or tangible assets (such property or assets to be
valued at their fair market value net of any obligations secured thereby) to the
Company or any of its Restricted Subsidiaries by such Person during such period,
(ii) except to the extent includible pursuant to the foregoing clause (i), the
net income (or loss) of any Person accrued prior to the date it becomes a
Restricted Subsidiary or is merged into or consolidated with the Company or any
of its Restricted Subsidiaries or that Person's property or assets are acquired
by the Company or any of its Restricted Subsidiaries, (iii) the net income of
any Restricted Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of that income
is not at the time permitted by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary (other than any restrictions
contained in the instruments relating to the 12 1/8% Subordinated Debentures due
September 15, 2001 of Stone Southwest, Inc.) and (iv) the excess (but not the
deficit), if any, of (x) any gain which must be treated as an extraordinary item
under GAAP or any gain realized upon the sale or other disposition of any asset
that is not sold in the ordinary course of business or of any Capital Stock of a
Restricted Subsidiary over (y) any loss which must be treated as an
extraordinary item under GAAP or any loss realized upon the sale or other
disposition of any asset that is not sold in the ordinary course of business or
of any Capital Stock of a Restricted Subsidiary; and (b) there shall be included
therein the amount of cash realized by the Company or any of its Restricted
Subsidiaries during such period on account of dividends or other distributions
theretofore paid in other than cash or tangible property or tangible assets by a
Person which is not a Restricted Subsidiary.
"CONSOLIDATED NET WORTH" means the amount which at any date of
determination, in conformity with GAAP consistently applied, would be set forth
under the caption "stockholders' equity" (or any like caption) on the
consolidated balance sheet of the Company and its Restricted Subsidiaries,
exclusive of amounts attributable to Redeemable Stock. If the Company has
changed one or more of the accounting principles used in the preparation of its
financial statements because of a change mandated by the Financial Accounting
Standards Board or its successor, then Consolidated Net Worth shall mean the
Consolidated Net Worth the Company would have had if the Company had continued
to use those generally accepted accounting principles employed on the date of
the Senior Debt Securities Indenture.
"CONTINENTAL GUARANTY" means the Guaranty dated as of October 7, 1983
between The Continental Group, Inc. and the Company, as amended from time to
time.
"CONTINUING DIRECTOR" means any member of the Board of Directors, while
such person is a member of such Board of Directors, who is not an Acquiring
Person, or an affiliate or associate of an Acquiring Person or a representative
of an Acquiring Person or of any such affiliate or associate and who (a) was a
member of the Board of Directors prior to the date of the Senior Debt Securities
Indenture, or (b) subsequently becomes a member of such
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Board of Directors and whose nomination for election or election to such Board
of Directors is recommended or approved by resolution of a majority of the
Continuing Directors or who is included as a nominee in a proxy statement of the
Company distributed when a majority of such Board of Directors consists of
Continuing Directors.
"CREDIT AGREEMENTS" means (i) the credit agreement, dated as of March 1,
1989, by and among the Company, the financial institutions signatory thereto,
Bankers Trust Company, as agent for such financial institutions, and Citibank,
N.A., Manufacturers Hanover Trust Company (now Chemical Bank) and The First
National Bank of Chicago, as co-agents for such financial institutions, as
amended, modified, refinanced or extended from time to time (the "U.S. Credit
Agreement"), (ii) the credit agreement, dated as of March 1, 1989, by and among
Stone-Consolidated Inc., the financial institutions signatory thereto, Bankers
Trust Company, as agent for such financial institutions, and Citibank, N.A.,
Manufacturers Hanover Trust Company (now Chemical Bank) and The First National
Bank of Chicago, as co-agents for such financial institutions, as amended,
modified, refinanced, or extended from time to time (the "Canadian Credit
Agreement") and (iii) the revolving credit agreement, dated as of March 1, 1989,
by and among Stone-Consolidated Inc., the financial institutions signatory
thereto, BT Bank of Canada, as administrative agent, The Bank of Nova Scotia, as
payment agent, and Bankers Trust Company, as collateral agent, as amended,
modified, refinanced or extended from time to time (the "Canadian Revolver").
"GAAP" means generally accepted accounting principles, as in effect as of
the date of the Senior Debt Securities Indenture in the United States of
America, set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as is approved by a significant
segment of the accounting profession.
"INDEBTEDNESS" means (without duplication), with respect to any Person, (i)
any obligation of such Person to pay the principal of, premium, if any, interest
on, penalties, reimbursement or indemnification amounts, fees, expenses or other
amounts relating to any indebtedness, and any other liability, contingent or
otherwise, of such Person (A) for borrowed money or the deferred purchase price
of property or services (excluding trade payables and payables, indebtedness,
obligations and other liabilities of the Company to any Restricted Subsidiary or
of any Restricted Subsidiary to the Company or to any other Restricted
Subsidiary), whether or not the recourse of the lender is to the whole of the
assets of such Person or only to a portion thereof; (B) for any letter of credit
for the account of such Person supporting other obligations of such Person
described in this definition; or (C) for the payment of money relating to a
Capitalized Lease Obligation; (ii) the unrecovered investment of a purchaser
(other than the Company or any of its Restricted Subsidiaries) of such Person's
Receivables pursuant to a Receivables purchase facility or otherwise (whether or
not characterized as a sale of such Receivables or a secured loan, but excluding
any disposition of Receivables in connection with a disposition of fixed assets
or a business of such Person and any disposition of defaulted Receivables for
collection), together with any obligation of such Person to pay any discount,
interest, fees, indemnification amounts, penalties, recourse on account of the
uncollectability of Receivables, expenses or other amounts in connection
therewith; (iii) any obligation of another Person (other than a Restricted
Subsidiary of such Person) of the kind described in the preceding clause (i) or
(ii), which the Person has guaranteed or which is otherwise its legal liability;
(iv) any obligation of another Person (other than a Restricted Subsidiary of
such Person) of the kind described in the preceding clause (i) or (ii) secured
by a Lien to which the property or assets of such Person are subject, whether or
not the obligation secured thereby shall have been assumed by or shall otherwise
be such Person's legal liability; and (v) any renewals, extensions or refundings
of any of the foregoing described in any of the preceding clauses (i), (ii),
(iii) and (iv). The "amount" or "principal amount" of Indebtedness of any Person
at any date, as used herein, shall be the outstanding principal amount at such
date of all unconditional Indebtedness, the maximum principal amount of any
contingent Indebtedness or the unrecovered purchaser's investment in a sale of
Receivables, in each case at such date and without taking into account any
premium, interest, penalties, reimbursement or indemnification amounts, fees,
expenses or other amounts (other than principal or unrecovered purchaser's
investment) in respect thereof; PROVIDED, HOWEVER, that (y) with respect to
Indebtedness described in clause (iv) above, the amount of Indebtedness shall be
the lesser of (a) the amount of the Indebtedness of such other Person that is
secured by the property or assets of such Person and (b) the fair market value
of the property or assets securing such Indebtedness, and (z) with respect to
revolving credit, revolving Receivables purchases or other similar arrangements,
the amount of Indebtedness thereunder shall be as follows: (a) in respect of (1)
revolving credit facilities under the Credit Agreements and (2) commitments
under other
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revolving credit, revolving Receivables purchases or other similar arrangements
the use of the proceeds of which is restricted primarily to the payment of
Indebtedness of the Company or any Restricted Subsidiary permitted by the Senior
Debt Securities Indenture, the principal amounts outstanding thereunder at such
date; and (b) in respect of commitments under all other revolving credit,
revolving Receivables purchases and other similar arrangements, the amounts of
such commitments as of the date of determination.
"ORDINARY COURSE OF BUSINESS LIENS" means, with respect to any person,
(i) Liens for taxes, assessments, governmental charges, levies or claims
not yet delinquent or being contested in good faith;
(ii) statutory Liens of landlords, carriers, warehousemen, mechanics,
suppliers, materialmen, repairmen or other like Liens arising in the ordinary
course of business (including the construction of facilities) or deposits to
obtain the release of such Liens;
(iii) Liens in connection with workers' compensation, unemployment insurance
and other similar legislation;
(iv) zoning restrictions, licenses, easements, rights-of-way and other
similar charges or encumbrances or restrictions not interfering in any material
respect with the business of such Person or any of its Subsidiaries;
(v) Liens securing such Person's obligations with respect to commercial
letters of credit;
(vi) Liens to secure public or statutory obligations of such Person;
(vii) judgment and attachment Liens against such Person not giving rise to a
Default under the Debt Securities of any series or Liens created by or existing
from any litigation or legal proceeding against such Person which is currently
being contested in good faith by such Person in appropriate proceedings;
(viii) leases or subleases granted to other Persons or existing on property
acquired by such Persons;
(ix) Liens encumbering property or assets of such Person under construction
arising from progress or partial payments;
(x) Liens encumbering customary initial deposits and margin accounts and
other Liens securing obligations arising out of Interest Swap Obligations,
Currency Agreements and Commodities Agreements, in each case of the type
typically securing such obligations; PROVIDED, HOWEVER, that if such Interest
Swap Obligations, Currency Agreements and Commodities Agreements relate to
Indebtedness not incurred in violation of the Senior Debt Securities Indenture,
such Lien may also cover the property and assets securing the indebtedness to
which such Interest Swap Obligations, Currency Agreements and Commodities
Agreements relate;
(xi) Liens encumbering deposits made to secure obligations arising from
public, statutory, regulatory, contractual or warranty requirements or
obligations of such Person or its Subsidiaries (not constituting Indebtedness);
(xii) Liens arising from filing UCC financing statements regarding leases or
consignments;
(xiii) purchase money Liens securing payables (not constituting Indebtedness)
arising from the purchase by such Person or any of its Affiliates of any
equipment or goods in the ordinary course of business;
(xiv) Liens arising out of consignment or similar arrangement for the sale of
goods entered into by such Person or any of its Subsidiaries in the ordinary
course of business;
(xv) Liens in the ordinary course of business granted by such Person to
secure the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, government contracts, or progress payments, performance and
return-of-money bonds and other similar obligations (not constituting
Indebtedness);
(xvi) Liens in favor of collecting banks constituting a right of set-off,
revocation, refund or chargeback with respect to money or instruments of the
Company or any Subsidiary on deposit with or in the possession of such bank; and
(xvii) Liens in favor of customs and revenue authorities.
"PERMITTED EXISTING INDEBTEDNESS OF AN ACQUIRED PERSON" means Indebtedness
of any Person (which may be assumed or guaranteed by, or may otherwise become
the legal liability of, the Company or any Restricted Subsidiary with or into
which such Person is merged or consolidated) existing at the time such Person
becomes a
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Restricted Subsidiary, or is merged with or into or consolidated with the
Company or one of its Restricted Subsidiaries, so long as such Indebtedness was
not created in anticipation of or as a result of such Person becoming a
Restricted Subsidiary or of such merger or consolidation, and any Indebtedness
to the extent exchanged for, or the net proceeds of which are used to refinance,
redeem or defease, such Indebtedness (or any extension, renewal or refinancing
thereof), or to finance any costs incurred in connection with such exchange,
refinancing, redemption or defeasance; PROVIDED, HOWEVER, that the proceeds of
such Indebtedness shall be used to so refinance, redeem or defease the
Indebtedness within 12 months of the incurrence of such subsequent Indebtedness.
"PERMITTED INDEBTEDNESS" means (i)(a) any Indebtedness in a principal
amount not exceeding the principal amount outstanding or committed under the
Credit Agreements (including any letter of credit facility, but without
duplication with respect to commitments for loans the use of proceeds of which
is restricted to repayment of other Indebtedness under the Credit Agreements) as
of the date of the Senior Debt Securities Indenture (approximately $2.52
billion), PLUS $250 million, and LESS the proceeds from the sale of all Senior
Debt Securities issued from time to time that are applied to repay Indebtedness
under the Credit Agreements; (b) any Indebtedness in a principal amount not
exceeding 80% of the aggregate face amount of Receivables of the Company and its
Restricted Subsidiaries (measured as of the latest date as of which information
regarding Receivables is available) and constituting Indebtedness described in
clause (ii) of the definition of Indebtedness or outstanding pursuant to any
other revolving credit facility; and (c) any Indebtedness under Senior Debt
Securities the proceeds of which shall be used to repay Indebtedness under the
Credit Agreements within five Business Days after any such issuance; PROVIDED,
HOWEVER, that:
(1) the aggregate principal amount permitted to be outstanding under
clause (a) shall be reduced by the aggregate amount of any subsequent
repayments or prepayments of any Senior Indebtedness (other than the Senior
Debt Securities) out of the proceeds of Asset Dispositions as described
under "LIMITATION ON ASSET DISPOSITIONS" above and, thereafter, shall be
increased if, at the end of the fourth consecutive complete fiscal quarter
after the initial reduction pursuant to this clause (1) or at any
anniversary of the end of such fourth fiscal quarter, the Consolidated Free
Cash Flow of the Company for the preceding four quarters has been zero or
greater, in which event the amount of the increase shall be the amount by
which the consolidated capital expenditures of the Company and its
Restricted Subsidiaries not financed by Indebtedness referred to in clause
(vi) of this definition during such four-quarter period exceeds Consolidated
Depreciation Expense for such period (provided any such increase shall be
made only to the extent all such reductions occurring prior to the four
fiscal quarters for which such calculation of Consolidated Free Cash Flow
has been made exceed all prior increases pursuant to this clause (1));
(2) (A) the aggregate amount permitted to be incurred under clause (a)
shall be reduced by (x) the principal amount outstanding under the Credit
Agreements on the date of the Senior Debt Securities Indenture net of
subsequent reductions thereof, and (B) the aggregate amount permitted to be
incurred under clause (b) shall be reduced by the principal amount
outstanding under the Pledge and Administration Agreement, dated as of
August 15, 1991, between Stone Financial Corporation and Castlewood Funding
Corporation (the "Castlewood Agreement") on the date of the Senior Debt
Securities Indenture net of subsequent reductions thereof;
(3) the Permitted Indebtedness contemplated by this clause (i) may be
incurred by the Company and, in the case of Permitted Indebtedness
constituting Indebtedness under clause (ii) of the definition of
Indebtedness, by the Company or any Restricted Subsidiary; and
(4) any Restricted Subsidiary in the Stone-Consolidated Group may incur,
assume or guarantee any Indebtedness under clauses (i)(a) and (i)(b) above:
(A) under any revolving credit facilities of Restricted Subsidiaries in the
Stone-Consolidated Group entered into pursuant to this clause (i) for which
the aggregate amount committed thereunder does not exceed an amount equal to
(x) the aggregate amount committed as of the date of the Senior Debt
Securities Indenture under the revolving credit facility of the
Stone-Consolidated Group (the "Canadian Revolver") contained in the Credit
Agreements, PLUS (y) an amount not exceeding $200 million to finance
increases after the date of the Senior Debt Securities Indenture in the
working capital of Restricted Subsidiaries in the Stone-Consolidated Group,
LESS (z) the principal amount outstanding on the date of the Senior Debt
Securities Indenture under the Canadian Revolver (net of subsequent
reductions thereof),
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(B) as to which an officer of the Company shall have determined in good
faith (which determination shall be evidenced by a certificate of such
officer) that such Indebtedness is for a bona fide business purpose of such
Restricted Subsidiary and that during the term of such Indebtedness the
taxable income (before deduction of interest expense) against which the
interest expense for such Indebtedness can be deducted is not reasonably
anticipated to be significantly less than the aggregate interest expense
which can be deducted against such taxable income or (C) which is currently
outstanding under the term loan facility of the U.S. Credit Agreement, such
Indebtedness incurred, assumed or guaranteed under this clause (C) to be in
a principal amount not exceeding (x) the principal amount outstanding as of
the date of the Senior Debt Securities Indenture under the term loan
facility under the U.S. Credit Agreement LESS (y) the proceeds from the sale
of all Senior Debt Securities issued from time to time that are applied to
repay such term loan facility;
(ii) Permitted Subordinated Indebtedness;
(iii) Permitted Refinancing Indebtedness;
(iv) Permitted Stone-Consolidated Indebtedness;
(v) Permitted Existing Indebtedness of an Acquired Person;
(vi) Indebtedness incurred for the purpose of acquiring Capital Stock of
another Person, assets comprising a business or line of business or intangible
assets or acquiring, constructing or improving fixed assets, in each case
related primarily to, or used in connection with, the paper or forest products
businesses and which (a) constitutes all or a portion of (but not more than) the
purchase price of such Capital Stock or assets (such purchase price including
any Indebtedness assumed or repaid in connection with such purchase) or the cost
of construction or improvement of such assets (together with any transaction
costs relating to such purchase, construction or improvement), (b) is incurred
prior to, at the time of or within 270 days after the acquisition, construction
or improvement of such assets for the purpose of financing the purchase price of
such Capital Stock or assets or the cost of construction or improvement thereof
(together with any transaction costs relating to such purchase, construction or
improvement) and (c) is the direct or guaranteed obligation of any of (1) the
Company, (2) a Restricted Subsidiary formed for the purpose of acquiring such
Capital Stock or assets (and having no material assets other than assets to be
used for such acquisition), (3) any Person comprised within the acquired assets
or (4) in the case of the construction or improvement of fixed assets, the
Restricted Subsidiary which will own such assets, or any extension, renewal or
refinancing of such Indebtedness; PROVIDED, HOWEVER, that the amount so
extended, renewed or refinanced shall not exceed the principal amount
outstanding on the date of such extension, renewal or refinancing, PLUS costs
incurred in connection with any such extension, renewal or refinancing (it being
understood that any fixed assets included within capital expenditures which
increased Indebtedness permitted under clause (i) of the definition of Permitted
Indebtedness pursuant to clause (1) to the proviso to such clause may not be
financed pursuant to this clause (vi));
(vii) Indebtedness in an aggregate principal amount not to exceed $300
million at any one time outstanding; PROVIDED, HOWEVER, that no Restricted
Subsidiary may incur Indebtedness under this clause (vii) to the extent that
after the incurrence of such Indebtedness the sum (without duplication) of (x)
all Indebtedness of Restricted Subsidiaries incurred under this clause (vii),
PLUS (y) Indebtedness and other obligations then secured pursuant to clause
(xii) of the definition of Permitted Liens, PLUS (z) the amount of Indebtedness
that was not incurred pursuant to clause (i)(b) of this definition and is
secured pursuant to clause (vi) of the definition of Permitted Liens shall
exceed $300 million;
(viii) Indebtedness of the Company in an aggregate principal amount not to
exceed $250 million at any one time outstanding;
(ix) any Interest Swap Obligations, Currency Agreements or Commodities
Agreements relating to Indebtedness that was not incurred in violation of the
terms of the Senior Debt Securities Indenture; and
(x) Indebtedness to finance an increase in the working capital of any Person
or Persons that (a) are organized under the laws of a jurisdiction other than
the United States or any subdivision thereof and (b) became Restricted
Subsidiaries after the date of the Senior Debt Securities Indenture; PROVIDED,
HOWEVER, that Indebtedness pursuant to this clause (x) is the obligation of the
Company or such Person or Persons.
"PERMITTED LIENS" means, with respect to any Person,
(i) Ordinary Course of Business Liens;
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(ii) Liens upon property or assets acquired or constructed by such Person or
any Affiliate after the date of the Senior Debt Securities Indenture or
constituting improvements after the date of the Senior Debt Securities Indenture
to property or assets; PROVIDED, HOWEVER, that (a) any such Lien is created
solely for the purpose of securing Indebtedness representing, or incurred to
finance or refinance, the purchase price (such purpose price including any
Indebtedness assumed or repaid in connection with such purchase) or cost of
construction of the property or assets subject thereto or of such improvement,
(b) the principal amount of the Indebtedness secured by such Lien does not
exceed 100% of such purchase price or cost (together with any transaction costs
relating to such purchase, construction or improvement), (c) such Lien does not
extend to or cover any other property or assets other than such property,
assets, improvement and any other improvements thereon (or, in the case of any
construction or improvement, any substantially unimproved real property on which
the property is constructed or the improvement is located) and (d) the
occurrence of such Indebtedness is permitted by clause (vi) of the definition of
Permitted Indebtedness;
(iii) Liens securing obligations with respect to letters of credit (other
than commercial letters of credit) to the extent the obligations supported by
such letters of credit may be secured without violating the limitation on liens
described under "Limitation on Future Liens and Guaranties;"
(iv) Liens covering property subject to any Capitalized Lease Obligation or
other lease which was not entered into in violation of the Senior Debt
Securities Indenture securing the interest of the lessor or other Person under
such Capitalized Lease Obligation or other lease;
(v) Liens securing obligations to a trustee pursuant to the compensation and
indemnity provisions of any indenture (including the Senior Debt Securities
Indenture) and Liens securing obligations to a trustee or agent with respect to
collateral for any Indebtedness;
(vi) Liens created in connection with a disposition of Receivables (whether
or not characterized as a sale of such Receivables or a secured loan) not
prohibited by the Senior Debt Securities Indenture on (a) such Receivables, (b)
collateral securing such Receivables, (c) goods or services, the sale, lease or
furnishing of which gave rise to such Receivables, (d) books and records
relating to such Receivables, (e) agreements or arrangements supporting or
securing such Receivables and (f) incidental property and assets relating to any
of the foregoing; PROVIDED, HOWEVER, that the aggregate amount at any time of
Indebtedness that is secured pursuant to this clause (vi) and was not incurred
pursuant to clause (i)(b) of the definition of Permitted Indebtedness, shall at
no time exceed (x) $300 million LESS (y) the sum of Indebtedness and other
obligations then secured pursuant to clause (xii) of this definition PLUS the
then outstanding principal amount of Indebtedness of Restricted Subsidiaries
incurred under clause (vii) of the definition of Permitted Indebtedness (and not
secured pursuant to this clause (vi) or such clause (xii));
(vii) Liens upon property or assets of the Company created in substitution
and exchange for a Permitted Lien upon other property or assets of the Company
or any of its Subsidiaries and Liens upon property or assets of any Subsidiaries
of the Company created in substitution and exchange for a Permitted Lien upon
other property or assets of any Subsidiaries of the Company; PROVIDED, HOWEVER,
that (a) such Permitted Lien is released contemporaneously with the creation of
the Lien in substitution therefor, (b) the fair market value of the property or
assets with respect to the Lien so released is substantially the same as the
fair market value of the property or assets subject to the Lien created in
substitution therefor and (c) no Lien may be placed on property or assets of the
Company or a Restricted Subsidiary in substitution and exchange for a Lien upon
property or assets of an Unrestricted Subsidiary;
(viii) Liens upon property or assets of a Subsidiary of a Person securing
Indebtedness of such Person or of such Subsidiary, which Liens are created in
substitution and exchange for an outstanding pledge by such Person of a majority
of the Capital Stock of such Subsidiary for the purpose of securing such
Indebtedness (or a guaranty in respect thereof); PROVIDED, HOWEVER, that if the
property and assets of such Subsidiary to be subjected to such Liens have a fair
market value in excess of $25 million, such Subsidiary shall have guaranteed the
obligations of the Company in respect of the Senior Debt Securities and, if
requested by the Trustee, such Subsidiary shall have waived all its rights of
subrogation and reimbursement from the Company in connection with such guaranty;
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(ix) Liens upon any property or assets (a) existing at the time of
acquisition thereof by the Company or any Subsidiary, (b) of a Person existing
at the time such Person is merged with or into or consolidated with the Company
or any Subsidiary of the Company or existing at the time of a sale or transfer
of any such property or assets of such Person to the Company or any Subsidiary
of the Company or (c) of a Person existing at the time such Person becomes a
Subsidiary of the Company; PROVIDED, HOWEVER, that such Liens shall not have
been created in contemplation of such sale, merger, consolidation, transfer or
acquisition;
(x) Liens existing at the date of the Senior Debt Securities Indenture;
(xi) (a) Liens upon any property or assets of the Company and its Restricted
Subsidiaries securing Indebtedness under the Credit Agreements in a principal
amount not exceeding the principal amount outstanding or committed under the
Credit Agreements (including any letter of credit facility, but without
duplication with respect to commitments for loans the use of proceeds of which
is restricted to repayment of other Indebtedness under the Credit Agreements) as
of the date of the Senior Debt Securities Indenture LESS (y) the proceeds from
the sale of all Senior Debt Securities issued from time to time that are applied
to repay Indebtedness under the Credit Agreements and PLUS (z) $250 million and
(b) Liens securing Indebtedness permitted by clause (i) of the definition of
Permitted Indebtedness upon property or assets that as of the date of the Senior
Debt Securities Indenture secured the Credit Agreements or the Castlewood
Agreement;
(xii) Liens securing Indebtedness or other obligations of the Company and its
Restricted Subsidiaries not to exceed an aggregate principal amount of $350
million LESS, at any time, the sum of (y) the then outstanding principal amount
of Indebtedness of Restricted Subsidiaries incurred under clause (vii) of the
definition of Permitted Indebtedness (and not secured pursuant to this clause
(xii) or clause (vi) of this definition) PLUS (z) the amount of Indebtedness
secured pursuant to clause (vi) of this definition and not incurred pursuant to
clause (i)(b) of the definition of Permitted Indebtedness;
(xiii) Liens upon property or assets of a Subsidiary securing Indebtedness or
other obligations owing to the Company;
(xiv) Liens on proceeds of any property or assets subject to a Lien permitted
by the other clauses of this definition;
(xv) any equal and ratable Lien that is granted pursuant to the Continental
Guaranty and that relates to a Lien that otherwise constitutes a Permitted Lien;
(xvi) Liens on property or assets used to defease Indebtedness that was not
incurred in violation of the Senior Debt Securities Indenture;
(xvii) Liens on property or assets of any Restricted Subsidiary organized
under the laws of a jurisdiction other than the United States or any subdivision
thereof securing Indebtedness of such Restricted Subsidiary outstanding as of
the date of the Senior Debt Securities Indenture (or any extension, renewal or
refinancing thereof); and
(xviii) any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of any Lien referred to in the
foregoing clauses (i) through (xvii) (covering the same property and assets as
such Lien);
PROVIDED, HOWEVER, that no Lien described in any of the foregoing clauses other
than clause (xi)(a) shall encumber the rights of the Company with respect to
Indebtedness, obligations and other liabilities owed to the Company by any
Restricted Subsidiary or to any Restricted Subsidiary by the Company or another
Restricted Subsidiary.
"'PERMITTED REFINANCING INDEBTEDNESS" means Indebtedness of (i) the Company
to the extent exchanged for, or the net proceeds of which are used to refinance,
redeem or defease, Indebtedness of the Company or any Restricted Subsidiary (or
any extension, renewal or refinancing thereof) outstanding at the time of
incurrence of such subsequent Indebtedness, or to finance any costs incurred in
connection with any such exchange, refinancing, redemption or defeasance, (ii) a
Restricted Subsidiary to the extent exchanged for, or the net proceeds of which
are used to refinance, redeem or defease, Indebtedness of such Restricted
Subsidiary (or any extension, renewal or refinancing thereof) outstanding at the
time of incurrence of such subsequent Indebtedness, or to finance any costs
incurred in connection with any such exchange, refinancing, redemption or
defeasance, or (iii) the Company or a
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Restricted Subsidiary to the extent exchanged for, or the net proceeds of which
are used to refinance, redeem or defease, any then outstanding industrial
revenue or development bonds that were outstanding at the date of the Senior
Debt Securities Indenture (or any extension, renewal or refinancing thereof), or
to finance any costs incurred in connection with such exchange, refinancing or
defeasance; PROVIDED, HOWEVER, that, in the case of (i) (ii) or (iii), the
proceeds of such Indebtedness shall be used to so refinance, redeem or defease
the Indebtedness within 12 months of the incurrence of such subsequent
Indebtedness; and PROVIDED, FURTHER, that the only Indebtedness which may be
subject to exchange, refinancing, redemption or defeasance pursuant to clause
(i), (ii) or (iii) of this definition shall be Indebtedness outstanding as of
the date of the Senior Debt Securities Indenture (other than Indebtedness under
the Credit Agreements, Subordinated Indebtedness and Indebtedness under lines of
credit) or any extension, renewal or refinancing thereof, and Indebtedness that
is incurred after the date of the Senior Debt Securities Indenture (other than
solely as Permitted Indebtedness).
"PERMITTED STONE-CONSOLIDATED INDEBTEDNESS" means Indebtedness of the
Company or a Restricted Subsidiary in the Stone-Consolidated Group outstanding
pursuant to lines of credit in an aggregate principal amount not to exceed U.S.
$100 million (of which not more than Canadian $60 million, or such greater
amount as may be determined and evidenced in the manner specified in clause
(4)(B) to the proviso to clause (i) of the definition of Permitted Indebtedness,
may be owed by Restricted Subsidiaries in the Stone-Consolidated Group) at any
one time outstanding or pursuant to any extension, renewal or refinancing of
such outstanding amount PLUS any costs incurred in connection with any such
extension, renewal or refinancing; PROVIDED, HOWEVER, that the aggregate
principal amount permitted to be incurred under this definition shall be reduced
by the principal amount under lines of credit outstanding on the date of the
Senior Debt Securities Indenture net of subsequent repayments or reductions
thereof.
"PERMITTED SUBORDINATED INDEBTEDNESS" means (i) Subordinated Indebtedness
of the Company to the extent exchanged for, or the net proceeds of which are
used to refinance, redeem or defease, then outstanding Subordinated Indebtedness
of the Company that was outstanding at the date of the Senior Debt Securities
Indenture (or any extension, renewal or refinancing thereof), or to finance any
costs incurred in connection with any such exchange, refinancing, redemption or
defeasance; PROVIDED, HOWEVER, that (a) such Subordinated Indebtedness does not
have a shorter weighted average life than that then remaining for, or a maturity
earlier than that of, the Indebtedness so exchanged, refinanced, redeemed or
defeased, except that in the case of any exchange, such Subordinated
Indebtedness may have a maturity that is earlier (but not more than six months
earlier) than that of the Indebtedness so exchanged, provided that the
Subordinated Indebtedness shall have the same or a longer weighted average life
than that then remaining for the Indebtedness so exchanged and (b) in the case
of refinancings, redemptions or defeasances, the proceeds of such Subordinated
Indebtedness shall be used to so refinance, redeem, or defease the Indebtedness
within 12 months of the incurrence of such subsequent Subordinated Indebtedness;
and (ii) Indebtedness of the Company in an aggregate principal amount not to
exceed $250 million at any one time outstanding, so long as such Indebtedness
(a) constitutes Subordinated Indebtedness and (b) does not have a weighted
average life that is shorter than that then remaining for the Senior Debt
Securities then Outstanding or a maturity that is earlier than the latest
maturity of the Senior Debt Securities then Outstanding.
"RECEIVABLES" means receivables, chattel paper, instruments, documents or
intangibles evidencing or relating to the right to payment of money.
"REDEEMABLE STOCK" means, with respect to any Person, any Capital Stock
that by its terms or otherwise is required to be redeemed or purchased by such
Person or any of its Subsidiaries prior to 30 days after the latest maturity
date of the Senior Debt Securities of any series then Outstanding, or is
redeemable or subject to mandatory purchase or similar put rights at the option
of the Holder thereof at any time prior to 30 days after the latest maturity
date of the Senior Debt Securities of any series then Outstanding, or any
security which is convertible or exchangeable into a security which has such
provisions.
"RESTRICTED SUBSIDIARY" means any Subsidiary of the Company other than an
Unrestricted Subsidiary.
"SENIOR INDEBTEDNESS" means the principal of, interest on and other amounts
due on (i) Indebtedness of the Company, whether outstanding on the date of the
Senior Debt Securities Indenture or thereafter created, incurred, assumed or
guaranteed by the Company in compliance with the Senior Debt Securities
Indenture, (ii) obligations of the Company related to the termination of
Interest Swap Obligations, Currency Agreements or Commodities
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Agreements pertaining to Indebtedness described under clause (i) above and (iii)
principal of or interest on the Senior Debt Securities. Notwithstanding anything
to the contrary in the foregoing, Senior Indebtedness shall not include: (a)
Subordinated Indebtedness, (b) Indebtedness of or amounts owed by the Company
for compensation to employees, for goods or materials purchased in the ordinary
course of business or for services or (c) Indebtedness of the Company to a
Subsidiary of the Company.
"SPECIFIED BANK DEBT" means (i) all Indebtedness and other monetary
obligations owing now or hereafter by the Company under the Credit Agreements
and the Company's guaranty of any Indebtedness or other monetary obligation of
any of its Subsidiaries under the Credit Agreements or any credit facilities
with the banks signatory to the Credit Agreements (or with banks affiliated with
such banks) so long as such facilities are related to the Credit Agreements (the
"Guaranteed Related Bank Facilities"); and (ii) Indebtedness owing now or
hereafter to banks or other financial institutions under credit facilities which
may in the future refinance, refund, replace, supplement or succeed (regardless
of any gaps in time) the Credit Agreements or Guaranteed Related Bank Facilities
(including extensions and restructurings and the inclusion of additional or
different or substitute lenders), so long as (a) the aggregate principal amount
outstanding (including available amounts under committed revolving credit or
similar working capital facilities, letter of credit facilities and other
commitments to provide credit) of such Indebtedness is at least equal to the
principal of all Senior Debt Securities then Outstanding (it being understood
that Indebtedness described in clause (i) above and issues of Indebtedness
having a principal amount lower than set forth in clause (b) below shall not be
included in this amount), (b) Indebtedness outstanding under each particular
credit facility has a principal amount outstanding (including available amounts
under committed revolving credit or similar working capital facilities, letter
of credit facilities and other commitments to provide credit) of at least $25
million and (c) such Indebtedness constitutes Senior Indebtedness.
"STONE-CONSOLIDATED GROUP" means Stone-Consolidated Inc. (now Stone
Container (Canada) Inc.) and its Subsidiaries existing as of the date of the
Senior Debt Securities Indenture.
"SUBORDINATED CAPITAL BASE" means the sum of (i) the Consolidated Net Worth
and (ii) to the extent not included in clause (i) above, the amounts (without
duplication) relating to (a) the principal amount of Subordinated Indebtedness
incurred after the date of the Senior Debt Securities Indenture which is
unsecured and which does not have at the time of incurrence of such Subordinated
Indebtedness a weighted average life that is shorter than the weighted average
life remaining for the Senior Debt Securities then Outstanding or a maturity
that is earlier than the latest maturity of the Senior Debt Securities then
Outstanding of any series; (b) redeemable stock of the Company that does not
constitute Redeemable Stock and (c) the principal amount of the 12 1/8%
Subordinated Debenture due September 15, 2001 of the Stone Southwest, Inc., the
11 1/2% Senior Subordinated Notes due September 1, 1999 of the Company and the
13 5/8% Subordinated Notes due June 1, 1995 of the Company or any Subordinated
Indebtedness exchanged for, or the net proceeds of which are used to refinance,
redeem or defease, such 11 1/2% Senior Subordinated Notes due September 1, 1999
or 13 5/8% Subordinated Notes due June 1, 1995 pursuant to clause (ii) of the
definition of "Permitted Indebtedness," that, in the case of clauses (a), (b)
and (c), as at the date of determination, in conformity with GAAP consistently
applied, would be set forth on the consolidated balance sheet of the Company and
its Restricted Subsidiaries.
"SUBORDINATED INDEBTEDNESS" means Indebtedness of the Company (whether
outstanding on the date of the Senior Debt Securities Indenture or thereafter
created, incurred, assumed or guaranteed by the Company) which, pursuant to the
terms of the instrument creating or evidencing the same, is subordinate to the
Senior Debt Securities in right of payment or in rights upon liquidation.
"SUBSIDIARY" means, with respect to any Person, (i) any corporation of
which at least a majority in interest of the outstanding Capital Stock having by
the terms thereof voting power under ordinary circumstances to elect directors
of such corporation, irrespective of whether or not at the time stock of any
other class or classes of such corporation shall have or might have voting power
by reason of the happening of any contingency, is at the time, directly or
indirectly, owned or controlled by such Person, or by one or more corporations a
majority in interest of such stock of which is similarly owned or controlled, or
by such Person and one or more other corporations a majority in interest of such
stock of which is similarly owned or controlled or (ii) any other Person (other
than a corporation) in which such Person, directly or indirectly, at the date of
determination thereof, has at least a majority equity ownership interest;
PROVIDED, HOWEVER, that, with respect to the Company, for purposes of the Senior
Debt
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Securities Indenture (other than the covenant referred to in the second
paragraph of "Limitation on Future Liens and Guaranties" above), "Subsidiary"
shall not include Stone Savannah River Pulp & Paper Corporation or Seminole
Kraft Corporation, each a Delaware corporation.
"UNRESTRICTED SUBSIDIARY" means a Subsidiary of the Company which has been
designated as an "Unrestricted Subsidiary" for purposes of the Senior Debt
Securities Indenture by the Company and (a) at least 20% of whose common stock
is held by one or more Persons (other than the Company and its Affiliates) which
acquired such common stock in a bona fide transaction for fair value and (b) at
least 10% of whose total capitalization at the time of designation is in the
form of common stock or at least 15% of the fair market value of whose assets at
such time shall have been contributed by such Person. An Unrestricted Subsidiary
may be designated to be a Restricted Subsidiary only if, at the time of such
designation, all Indebtedness and Liens of such Subsidiary could be incurred
under the Senior Debt Securities Indenture.
PARTICULAR TERMS OF THE SENIOR
SUBORDINATED DEBT SECURITIES AND
SUBORDINATED DEBT SECURITIES
The following description of the Senior Subordinated Debt Securities and the
Subordinated Debt Securities sets forth the general terms and provisions of the
Senior Subordinated Debt Securities or Subordinated Debt Securities to which any
Prospectus Supplement may relate. Additional terms of the Senior Subordinated
Debt Securities and the Subordinated Debt Securities, respectively, are
described below. The specific terms of the Senior Subordinated Debt Securities
or Subordinated Debt Securities offered by any Prospectus Supplement and the
extent, if any, to which such general provisions may apply will be described in
the Prospectus Supplement relating to such Senior Subordinated Debt Securities
or Subordinated Debt Securities.
For purposes of the description of the Senior Subordinated Debt Securities
and the Subordinated Debt Securities under the captions "Particular Terms of the
Senior Subordinated Debt Securities and Subordinated Debt Securities,"
"Additional Terms of the Senior Subordinated Debt Securities" and "Additional
Terms of the Subordinated Debt Securities," certain defined terms have the
following meanings:
"SENIOR INDEBTEDNESS" means the principal of, interest on and other amounts
due on (i) Indebtedness of the Company, whether outstanding on the dates of the
Senior Subordinated Debt Securities Indenture or the Subordinated Debt
Securities Indenture or thereafter created, incurred, assumed or guaranteed by
the Company in compliance with the Senior Subordinated Debt Securities Indenture
or the Subordinated Debt Securities Indenture, for money borrowed from banks or
other financial institutions, including, without limitation, money borrowed
under the Credit Agreements and any refinancings or refundings thereof; (ii)
Indebtedness of the Company, whether outstanding on the dates of the Senior
Subordinated Debt Securities Indenture or the Subordinated Debt Securities
Indenture or thereafter created, incurred, assumed or guaranteed by the Company
in compliance with the Senior Subordinated Debt Securities Indenture or the
Subordinated Debt Securities Indenture, which is not Senior Subordinated
Indebtedness or Junior Subordinated Indebtedness; and (iii) Indebtedness of the
Company under interest rate swaps, caps or similar hedging agreements and
foreign exchange contracts, currency swaps or similar agreements.
Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness
shall not include: (a) Indebtedness of or amounts owed by the Company for
compensation to employees, or for goods or materials purchased in the ordinary
course of business, or for services, or (b) Indebtedness of the Company to a
subsidiary of the Company.
"INDEBTEDNESS" means, with respect to any person, (i) any obligation of such
person to pay the principal of, premium, if any, interest on (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company, whether or not a claim for such
post-petition interest is allowed in such proceeding), penalties, reimbursement
or indemnification amounts, fees, expenses or other amounts relating to any
indebtedness and any other liability, contingent or otherwise, of such person
(A) for borrowed money (whether or not the recourse of the lender is to the
whole of the assets of such person or only to a portion thereof), (B) evidenced
by a note, debenture or similar instrument (including a purchase money
obligation) given in connection with the acquisition of any property or assets
(other than inventory or similar property acquired in the ordinary course of
business), including securities, (C) for goods, materials or services purchased
in the ordinary
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course of business, (D) for any letter of credit or performance bond in favor of
such person, or (E) for the payment of money relating to a Capitalized Lease
Obligation; (ii) any liability of others of the kind described in the preceding
clause (i), which the person has guaranteed or which is otherwise its legal
liability; (iii) any obligation secured by a Lien to which the property or
assets of such person are subject, whether or not the obligations secured
thereby shall have been assumed by or shall otherwise be such person's legal
liability; and (iv) any and all deferrals, renewals, extensions and refunding
of, or amendments, modifications or supplements to, any liability of the kind
described in any of the preceding clauses (i), (ii) or (iii). The amount of
Indebtedness of any person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above, plus the maximum
amount of any contingent obligations as described above, in each case at such
date.
"SENIOR SUBORDINATED INDEBTEDNESS" means Indebtedness of the Company
(whether outstanding on the dates of the Senior Subordinated Debt Securities
Indenture or the Subordinated Debt Securities Indenture or thereafter created,
incurred, assumed or guaranteed by the Company) which, pursuant to the terms of
the instrument creating or evidencing the same, is subordinate in right of
payment to the Senior Indebtedness and senior in right of payment to the Junior
Subordinated Indebtedness.
"JUNIOR SUBORDINATED INDEBTEDNESS" means Indebtedness of the Company
(whether outstanding on the dates of the Senior Subordinated Debt Securities
Indenture or the Subordinated Debt Securities Indenture or thereafter created,
incurred, assumed or guaranteed by the Company) which, pursuant to the terms of
the instrument creating or evidencing the same, is subordinate in right of
payment to the Senior Indebtedness and the Senior Subordinated Indebtedness.
CHANGE IN CONTROL
Upon the occurrence of a Change in Control (the "Change in Control Date")
and subject to the requirements of the next succeeding sentence, each Holder of
Senior Subordinated Debt Securities or Subordinated Debt Securities shall have
the right, at the Holder's option, to require the Company to purchase all or any
part (provided that the principal amount must be $1,000 or an integral multiple
thereof) of such Holder's Senior Subordinated Debt Securities or Subordinated
Debt Securities pursuant to the offer described below (the "Change in Control
Offer") at a purchase price equal to 101% of the principal amount of such Senior
Subordinated Debt Securities or Subordinated Debt Securities plus accrued and
unpaid interest, if any, to the date of such purchase. It shall be a condition
precedent to such right of any Holder to require the purchase of any such Senior
Subordinated Debt Securities or Subordinated Debt Securities that prior thereto,
and prior to giving the notice to Holders provided below, the Company shall have
first (1) repaid in full in cash all Specified Bank Debt or (2) obtained the
requisite consent of holders of such Specified Bank Debt to permit the purchase
of such Senior Subordinated Debt Securities or Subordinated Debt Securities.
Promptly upon satisfaction of either one of the conditions precedent
described above, the Company shall mail a notice (which notice shall contain all
instructions and materials necessary to enable Holders to tender Senior
Subordinated Debt Securities or Subordinated Debt Securities) to each Holder of
Senior Subordinated Debt Securities or Subordinated Debt Securities of each
applicable series. All Senior Subordinated Debt Securities or Subordinated Debt
Securities of each applicable series tendered will be accepted for payment on a
date which shall be no earlier than 30 days nor later than 40 days from the date
such notice is mailed (the "Change in Control Payment Date").
On the Change in Control Payment Date, the Company shall accept for payment
Senior Subordinated Debt Securities or Subordinated Debt Securities of each
applicable series or portions thereof tendered pursuant to the Change in Control
Offer, and deposit with the applicable Paying Agent money sufficient to pay the
purchase price of all Senior Subordinated Debt Securities or Subordinated Debt
Securities of each applicable series or portions thereof so accepted. The
applicable Paying Agent shall promptly mail or deliver to the Holder of Senior
Subordinated Debt Securities or Subordinated Debt Securities of each applicable
series so accepted payment in an amount equal to the purchase price, and the
applicable Trustee shall promptly authenticate and mail or make available for
delivery to such Holder a new Senior Subordinated Debt Security or Subordinated
Debt Security of the same series as, and equal in principal amount to, any
unpurchased portion of the Senior Subordinated Debt Security or Subordinated
Debt Security surrendered. The Company will publicly announce the results of the
Change in Control Offer.
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Whether a Change in Control has occurred depends entirely on the
accumulation of Common Stock of the Company and on certain changes in the
composition of the Company's Board of Directors. As a result, the Company can
enter into certain highly leveraged transactions, including certain
recapitalizations, mergers or stock repurchases, that would not result in the
application of the Change in Control provisions. With respect to any Change in
Control Offer, the Company intends to comply with the requirements of Section
14(e), Rule 14e-1 and Rule 13e-4 under the Exchange Act, if then applicable.
The Change in Control purchase feature of the Senior Subordinated Debt
Securities and the Subordinated Debt Securities may in certain circumstances
make more difficult or discourage a takeover of the Company and, thus, the
removal of incumbent management. The Change in Control purchase feature,
however, is not the result of management's knowledge of any specific effort to
accumulate shares of Common Stock or to obtain control of the Company by means
of a merger, tender offer, solicitation or otherwise, or part of a plan by
management to adopt a series of anti-takeover provisions. Instead, the Change in
Control purchase feature is a standard term contained in other similar debt
offerings. Change in control provisions are also contained in the Credit
Agreements and other indentures.
If a Change in Control were to occur, there can be no assurance that the
required condition precedent to a Holder's right to require the purchase of the
Senior Subordinated Debt Securities or Subordinated Debt Securities will be
satisfied. In addition, there can be no assurance that the Company would have
sufficient funds to pay the required purchase price for all the Senior
Subordinated Debt Securities or Subordinated Debt Securities tendered by the
Holders thereof. The Company's ability to purchase the Senior Subordinated Debt
Securities or Subordinated Debt Securities tendered upon a Change in Control may
be limited by the terms of its then-existing borrowing and other agreements. The
subordination provisions of the Senior Subordinated Debt Securities Indenture
and the Subordinated Debt Securities Indenture may limit the ability of the
Company to purchase the Senior Subordinated Debt Securities or Subordinated Debt
Securities if an event of default has occurred with respect to the Senior
Indebtedness. See "-- Additional Terms of the Senior Subordinated Debt
Securities -- Subordination" and "-- Additional Terms of the Subordinated Debt
Securities -- Subordination."
As of September 30, 1993, approximately $1.7 billion of Specified Bank Debt
was outstanding.
Because the definitions of "Change in Control" and "Acquiring Person"
exclude the Company, any Subsidiary of the Company and certain members of the
Stone family, certain transactions in which such entities and persons
participate as beneficial owners of Common Stock (including, among others, a
leveraged buyout or recapitalization) would not constitute a Change in Control.
Other provisions of the Senior Subordinated Debt Securities Indenture or the
Subordinated Debt Securities Indenture may be applicable in the event of a
highly leveraged transaction by the Company. See "Description of Debt Securities
- -- Particular Terms of the Senior Subordinated Debt Securities and Subordinated
Debt Securities -- Restrictions on Mergers and Consolidations and Sales of
Assets" and "-- Additional Terms of the Senior Subordinated Debt Securities --
Minimum Net Worth Interest Rate Adjustment." The Board of Directors of the
Company may not unilaterally waive these provisions.
For purposes of the Senior Subordinated Debt Securities Indenture and the
Subordinated Debt Securities Indenture, the definitions of "Change in Control,"
"Acquiring Person," "Continuing Director" and "Specified Bank Debt" have
identical meanings as the definitions used in the Senior Debt Securities
Indenture except for references to the specific Debt Securities being issued and
the applicable Indenture. See "Description of Debt Securities -- Particular
Terms of the Senior Debt Securities -- Certain Definitions."
RESTRICTIONS ON MERGERS AND CONSOLIDATIONS AND SALES OF ASSETS
The Company shall not consolidate with, merge with or into any other
corporation (whether or not the Company shall be the surviving corporation), or
sell, assign, transfer or lease all or substantially all of its properties and
assets as an entirety or substantially as an entirety to any Person or group of
affiliated Persons, in one transaction or a series of related transactions,
unless: (1) either the Company shall be the continuing Person or the Person (if
other than the Company) formed by such consolidation or with which or into which
the Company is merged or the Person (or group of affiliated Persons) to which
all or substantially all the properties and assets of the Company are sold,
assigned, transferred or leased is a corporation (or constitute corporations)
organized under
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the laws of the United States or any State thereof or the District of Columbia
and expressly assumes, by indentures supplemental to the Senior Subordinated
Debt Securities Indenture or the Subordinated Debt Securities Indenture, as the
case may be, all the obligations of the Company under the Senior Subordinated
Debt Securities or Subordinated Debt Securities, as the case may be, and the
respective Indentures; (2) immediately before and after giving effect to such
transaction or series of related transactions, no Event of Default, and no
Default, with respect to the Senior Subordinated Debt Securities or Subordinated
Debt Securities, as the case may be, shall have occurred and be continuing; (3)
immediately after giving effect to such transaction or series of related
transactions on a pro forma basis, but prior to any purchase accounting
adjustments resulting from the transaction or series of related transactions,
the Net Worth of the Company (or of the surviving, consolidated or transferee
entity if the Company is not continuing) shall be at least equal to the Net
Worth of the Company immediately before such transaction or series of related
transactions; and (4) the Company shall have delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or sale, assignment, transfer or lease and such
supplemental indentures comply with the Senior Subordinated Debt Securities
Indenture or the Subordinated Debt Securities Indenture, as the case may be.
EVENTS OF DEFAULT AND NOTICE THEREOF
The following are Events of Default under the Senior Subordinated Debt
Securities Indenture or the Subordinated Debt Securities Indenture, as the case
may be, with respect to the Senior Subordinated Debt Securities or Subordinated
Debt Securities of any series: (1) failure to pay interest on any Debt
Securities of that series when due, continued for 30 days; (2) failure to pay
the principal of (or premium, if any, on) any Debt Securities of that series
when due and payable at Maturity, upon redemption or otherwise; (3) failure to
observe or perform any other covenant, warranty or agreement contained in the
Debt Securities of that series or in the applicable Indenture (other than a
covenant, agreement or warranty included in the applicable Indenture solely for
the benefit of Debt Securities of a series other than that series), continued
for a period of 60 days after notice has been given to the Company by the
applicable Trustee or Holders of at least 25% in aggregate principal amount of
the Outstanding Debt Securities of that series; (4) failure to pay at final
maturity, or acceleration of, Indebtedness of the Company having an aggregate
principal amount of not less than $25 million, unless cured within 15 days after
notice has been given to the Company by the applicable Trustee or Holders of at
least 25% in aggregate principal amount of the Outstanding Debt Securities of
that series; (5) the entering against the Company of one or more judgments or
decrees involving an aggregate liability of $25 million or more unless vacated,
discharged, satisfied or stayed within 30 days of the entering of such judgments
or decrees; (6) certain events of bankruptcy, insolvency or reorganization
relating to the Company; and (7) any other Event of Default with respect to Debt
Securities of that series specified in the Prospectus Supplement relating
thereto.
Both of the applicable Indentures provides that the applicable Trustee
shall, within 30 days after the occurrence of any Default or Event of Default
with respect to Debt Securities of any series issued under such Indenture, give
the Holders of Debt Securities of that series notice of all uncured Defaults or
Events of Default known to it (the term "Default" to include the events
specified above without grace or notice); PROVIDED, HOWEVER, that, EXCEPT in the
case of an Event of Default or a Default in payment on any Debt Securities of
any series, the applicable Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee or directors
or responsible officers of the applicable Trustee in good faith determine that
the withholding of such notice is in the interest of the Holders of the Debt
Securities of that series.
If an Event of Default with respect to the Senior Subordinated Debt
Securities or Subordinated Debt Securities of any series (other than due to
events of bankruptcy, insolvency or reorganization) occurs and is continuing,
the applicable Trustee or the Holders of at least 25% in aggregate principal
amount of the Outstanding Debt Securities of that series, by notice in writing
to the Company (and to the applicable Trustee if given by the Holders of at
least 25% in aggregate principal amount of the Debt Securities of that series),
may declare the unpaid principal of and accrued interest to the date of
acceleration on all the Outstanding Debt Securities of that series to be due and
payable immediately and, upon any such declaration, the Debt Securities of that
series shall become immediately due and payable.
If an Event of Default occurs due to bankruptcy, insolvency or
reorganization, all unpaid principal (without premium) of and accrued interest
on the Outstanding Senior Subordinated Debt Securities or Subordinated Debt
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Securities of any series IPSO FACTO becomes immediately due and payable without
any declaration or other act on the part of the applicable Trustee or any Holder
of any Senior Subordinated Debt Security or Subordinated Debt Security of that
series.
Any such declaration with respect to Senior Subordinated Debt Securities or
Subordinated Debt Securities of any series may be annulled and past Events of
Default and Defaults (except, unless theretofore cured, an Event of Default or a
Default, in payment of principal of or interest on the Debt Securities of that
series) may be waived by the Holders of a majority of the principal amount of
the Outstanding Debt Securities of that series, upon the conditions provided in
the applicable Indenture.
The Senior Subordinated Debt Securities Indenture and the Subordinated Debt
Securities Indenture provide that the Company shall periodically file statements
with the Trustees regarding compliance by the Company with certain of the
respective covenants thereof and shall specify any Event of Default or Defaults
with respect to Senior Subordinated Debt Securities or Subordinated Debt
Securities of any series, in performing such covenants, of which the signers may
have knowledge.
MODIFICATION OF THE INDENTURES; WAIVER
The Indentures applicable to the Senior Subordinated Debt Securities and the
Subordinated Debt Securities may be modified by the Company and the applicable
Trustee without the consent of any Holders with respect to certain matters,
including (i) to cure any ambiguity, defect or inconsistency or to correct or
supplement any provision which may be inconsistent with any other provision of
the applicable Indenture and (ii) to make any change that does not materially
adversely affect the interests of any Holder of Debt Securities of any series
issued under such Indenture. In addition, under both of the Indentures, certain
rights and obligations of the Company and the rights of Holders of the Senior
Subordinated Debt Securities or Subordinated Debt Securities may be modified by
the Company and the applicable Trustee with the written consent of the Holders
of at least a majority in aggregate principal amount of the Outstanding Senior
Subordinated Debt Securities or Subordinated Debt Securities of each series
affected thereby; but no extension of the maturity of any Senior Subordinated
Debt Securities or Subordinated Debt Securities of any series, reduction in the
interest rate or extension of the time for payment of interest, change in the
optional redemption or repurchase provisions in a manner adverse to any Holder
of Senior Subordinated Debt Securities or Subordinated Debt Securities of any
series issued under the applicable Indenture, other modification in the terms of
payment of the principal of, or interest on, any Senior Subordinated Debt
Securities or Subordinated Debt Securities of any series, or reduction of the
percentage required for modification, will be effective against any Holder of
any Outstanding Senior Subordinated Debt Security or Subordinated Debt Security
of any series issued under the applicable Indenture and affected thereby without
his consent. Neither of the Indentures limits the aggregate amount of Debt
Securities of the Company which may be issued thereunder.
The Holders of a majority in aggregate principal amount of the Outstanding
Senior Subordinated Debt Securities or Subordinated Debt Securities of any
series may on behalf of the Holders of all Debt Securities of that series waive,
insofar as that series is concerned, compliance by the Company with certain
restrictive covenants of the applicable Indenture. The Holders of not less than
a majority in aggregate principal amount of the Outstanding Senior Subordinated
Debt Securities or Subordinated Debt Securities of any series may on behalf of
the Holders of all Debt Securities of that series waive any past Event of
Default or Default under the applicable Indenture with respect to that series,
except an Event of Default or a Default in the payment of the principal of, or
premium, if any, or any interest on any Debt Securities of that series or in
respect of a provision which under the applicable Indenture cannot be modified
or amended without the consent of the Holder of each Outstanding Debt Security
of that series affected.
DEFEASANCE
The Company may terminate its substantive obligations in respect of Senior
Subordinated Debt Securities or Subordinated Debt Securities of any series
(except for its obligations to pay the principal of (and premium, if any, on)
and the interest on the Debt Securities of that series) by (i) depositing with
the applicable Trustee, under the terms of an irrevocable trust agreement, money
or United States Government Obligations sufficient to pay all remaining
indebtedness on the Debt Securities of that series, (ii) delivering to the
applicable Trustee either an Opinion of Counsel or a ruling directed to the
applicable Trustee from the Internal Revenue Service to the effect that the
Holders of the Debt Securities of that series will not recognize income, gain or
loss for federal income tax
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purposes as a result of such deposit and termination of obligations, and (iii)
complying with certain other requirements set forth in the applicable Indenture.
In addition, the Company may terminate all of its substantive obligations in
respect of Senior Subordinated Debt Securities or the Subordinated Debt
Securities of any series (including its obligations to pay the principal of (and
premium, if any, on) and interest on the Debt Securities of that series) by (i)
depositing with the applicable Trustee, under the terms of an irrevocable trust
agreement, money or United States Government Obligations sufficient to pay all
remaining indebtedness on the Debt Securities of that series, (ii) delivering to
the applicable Trustee either a ruling directed to the applicable Trustee from
the Internal Revenue Service to the effect that the Holders of the Debt
Securities of that series will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit and termination of obligations
or an Opinion of Counsel, based upon such a ruling or a change in the applicable
federal tax law since the date of the applicable Indenture, to such effect, and
(iii) complying with certain other requirements set forth in the applicable
Indenture.
THE TRUSTEES
Norwest Bank Minnesota, National Association, is the Trustee under the
Senior Subordinated Debt Securities Indenture, and The Bank of New York is the
Trustee under the Subordinated Debt Securities Indenture.
The Company maintains normal commercial banking relations with The Bank of
New York, which is also a lender under the Credit Agreements and the Trustee
under the Senior Debt Securities Indenture and other indentures of the Company.
In addition, Norwest Bank Minnesota, National Association, is the trustee of the
indenture relating to the 8 7/8% Convertible Notes.
ADDITIONAL TERMS OF THE SENIOR SUBORDINATED
DEBT SECURITIES
The following terms apply solely to the Senior Subordinated Debt Securities.
See "Description of Debt Securities -- Particular Terms of the Senior
Subordinated Debt Securities and Subordinated Debt Securities" for other terms
which are also applicable to the Senior Subordinated Debt Securities. The
particular terms of the Senior Subordinated Debt Securities offered by any
Prospectus Supplement and the extent, if any, to which such general provisions
may apply to the Senior Subordinated Debt Securities so offered will be
described in the Prospectus Supplement relating to such Senior Subordinated Debt
Securities.
SUBORDINATION
The payment of the principal of, interest on or any other amounts due on the
Senior Subordinated Debt Securities will be subordinated in right of payment to
the prior payment in full of all Senior Indebtedness of the Company. No payment
on account of principal of, redemption of, interest on or any other amounts due
on the Senior Subordinated Debt Securities and no redemption, purchase or other
acquisition of the Senior Subordinated Debt Securities may be made unless (i)
full payment of amounts then due for principal, sinking funds, interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company, whether or not a claim
for such post-petition interest is allowed in such proceeding), penalties,
reimbursement or indemnification amounts, fees and expenses, and of all other
amounts then due on all Senior Indebtedness have been made or duly provided for
pursuant to the terms of the instrument governing such Senior Indebtedness, and
(ii) at the time for, or immediately after giving effect to, any such payment,
redemption, purchase or other acquisition, there shall not exist under any
Senior Indebtedness or any agreement pursuant to which any Senior Indebtedness
has been issued, any default which shall not have been cured or waived and which
shall have resulted in the full amount of such Senior Indebtedness being
declared due and payable. In addition, the Senior Subordinated Debt Securities
Indenture provides that if the holders of any Senior Indebtedness notify the
Company and the Senior Subordinated Debt Securities Trustee that a default has
occurred giving the holders of such Senior Indebtedness the right to accelerate
the maturity thereof, no payment on account of principal, sinking fund or other
redemption, interest or any other amounts due on the Senior Subordinated Debt
Securities and no purchase, redemption or other acquisition of the Senior
Subordinated Debt Securities will be made for the period (the "Payment Blockage
Period") commencing on the date notice is received and ending on the earlier of
(A) the date on which such event of default shall have been cured or waived or
(B) 180 days from the date notice is received. Notwithstanding the foregoing,
only one payment blockage notice with respect to the same event of default or
any other events of default existing and known to the person giving such notice
at the time of such notice on the same
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issue of Senior Indebtedness may be given during any period of 360 consecutive
days. No new Payment Blockage Period may be commenced by the holders of Senior
Indebtedness during any period of 360 consecutive days unless all events of
default which triggered the preceding Payment Blockage Period have been cured or
waived. The Senior Subordinated Debt Securities Indenture provisions described
in this paragraph, however, do not prevent the Company from making a mandatory
redemption payment, if any, with Senior Subordinated Debt Securities acquired
prior to the happening of such a default as described in this paragraph. Upon
any distribution of its assets in connection with any dissolution, winding-up,
liquidation or reorganization of the Company or acceleration of the principal
amount due on the Senior Subordinated Debt Securities because of an Event of
Default, all Senior Indebtedness must be paid in full before the Holders of the
Senior Subordinated Debt Securities are entitled to any payments whatsoever.
The Senior Subordinated Debt Securities Indenture does not restrict the
amount of Senior Indebtedness or other indebtedness of the Company or any
subsidiary of the Company, except that the Company may not incur any
Indebtedness which is senior to the Senior Subordinated Debt Securities but
subordinate to Senior Indebtedness. As of July 12, 1993, the Company's Senior
Indebtedness aggregated approximately $2.6 billion.
As a result of these subordination provisions, in the event of the Company's
insolvency, holders of the Senior Subordinated Debt Securities may recover
ratably less than general creditors of the Company.
The payment of the principal of, interest on or any other amounts due on
Junior Subordinated Indebtedness will be subordinated in right of payment to the
prior payment in full of the Senior Subordinated Debt Securities.
The Senior Subordinated Debt Securities are subordinate to the indebtedness
under the Credit Agreements, the Company's 11 7/8% Senior Notes due December 1,
1998 and the 12 5/8% Senior Notes due July 15, 1998 and are senior to the
Company's 13 5/8% Subordinated Notes due June 1, 1995 and its 6 3/4% Convertible
Subordinated Debentures due February 15, 2007. The Senior Subordinated Debt
Securities will rank PARI PASSU in right of payment to all existing and future
Senior Subordinated Indebtedness, including with the Company's outstanding
10 3/4% Senior Subordinated Notes due June 15, 1997, its 11% Senior Subordinated
Notes due August 15, 1999, the 11 1/2% Senior Subordinated Notes due September
1, 1999, the 8 7/8% Convertible Senior Subordinated Notes due July 15, 2000, and
its 10 3/4% Senior Subordinated Debentures due April 1, 2002.
MINIMUM NET WORTH INTEREST RATE ADJUSTMENT
The Senior Subordinated Debt Securities Indenture requires that if a series
of Senior Subordinated Debt Securities so provides and if the Company's Net
Worth is below $500 million (the "Minimum Net Worth") as at the end of any two
consecutive fiscal quarters (the last day of the second such fiscal quarter, the
"Failure Date"), then (i) the interest rate on the Senior Subordinated Debt
Securities shall be reset as of the first day of the second fiscal quarter
following the Failure Date (the "Reset Date") to a rate per annum (the "Reset
Rate") equal to the greater of (x) the initial interest rate as set forth on the
cover page of the respective Prospectus Supplement (the "Initial Interest Rate")
or (y) the sum of (A) the basis points specified in the respective Prospectus
Supplement for purposes of this reset provision, and (B) the highest of the
treasury rates specified in the respective Prospectus Supplement for purposes of
this reset provision, (ii) on the first Interest Payment Date following the
Reset Date, the interest rate on the Senior Subordinated Debt Securities, as
reset on the Reset Date, shall increase by 50 basis points, and (iii) the
interest rate on the Senior Subordinated Debt Securities shall further increase
by an additional 50 basis points on each succeeding Interest Payment Date.
Notwithstanding anything in the foregoing, in no event shall the interest rate
on the Senior Subordinated Debt Securities at any time exceed the Initial
Interest Rate by more than 200 basis points. However, if the Company's Net Worth
is equal to or above the Minimum Net Worth as of the last day of any fiscal
quarter subsequent to the Failure Date, then the interest rate on the Senior
Subordinated Debt Securities shall return to the Initial Interest Rate as of the
first day of the second following fiscal quarter. If the Company's Net Worth
shall thereafter be less than the Minimum Net Worth as of the last day of any
two consecutive subsequent fiscal quarters, then the interest rate on the Senior
Subordinated Debt Securities shall again be adjusted as provided in this
paragraph.
"NET WORTH" means the amount which, in conformity with generally accepted
accounting principles ("GAAP") consistently applied, would be set forth under
the caption "stockholders' equity" (or any like caption) on the consolidated
balance sheet of the Company, exclusive of amounts attributable to Redeemable
Stock. If the
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Company has changed one or more of the accounting principles used in the
preparation of its financial statements, because of a change mandated by the
Financial Accounting Standards Board, then Net Worth shall mean the Net Worth
the Company would have had if the Company had continued to use those generally
accepted accounting principles employed at December 31, 1991.
If a Reset Rate has been established for a series of Senior Subordinated
Debt Securities, it will be described in the Prospectus Supplement relating to
such Senior Subordinated Debt Securities.
DIVIDEND RESTRICTIONS
The Senior Subordinated Debt Securities Indenture provides that the Company
will not, and will not permit any subsidiary of the Company to, directly or
indirectly, (1) declare or pay any dividend or make any distribution, in cash or
otherwise, in respect of any shares of capital stock of the Company or to the
holders of capital stock of the Company as such (other than dividends or
distributions payable in shares of capital stock of the Company, other than
Redeemable Stock) or (2) purchase, redeem or otherwise acquire or retire for
value any of the capital stock of the Company or options, warrants or other
rights to acquire any such capital stock, other than acquisitions of capital
stock or such options, warrants or other rights by any Subsidiary of the Company
from the Company (any such transaction included in clause (1) or (2) a
"Restricted Payment") if (i) at the time of such Restricted Payment and after
giving effect thereto, (a) an Event of Default shall have occurred and be
continuing with respect to any series of the Senior Subordinated Debt Securities
or (b) the Net Worth of the Company shall be less than $750 million; or if (ii)
after giving effect to such Restricted Payment, the aggregate amount expended
subsequent to the date of the Senior Subordinated Debt Securities Indenture for
all such Restricted Payments (the amount of any Restricted Payment, if other
than cash, to be the fair market value of such payment as determined by the
Board of Directors of the Company, whose reasonable determination shall be
conclusive and evidenced by a Board Resolution) exceeds the algebraic sum of (w)
a number calculated as follows: (A) if the aggregate Consolidated Net Income of
the Company earned on a cumulative basis during the period subsequent to June
30, 1993 through the end of the last fiscal quarter that is prior to the
declaration of any such dividend or distribution or the giving of notice of such
purchase, redemption or other acquisition or retirement and for which such
financial information is then available, is a positive number, then 100% of such
positive number, and (B) if the aggregate Consolidated Net Income of the Company
earned on a cumulative basis during the period subsequent to June 30, 1993
through the end of the last fiscal quarter that is prior to the declaration of
any such dividend or distribution or the giving of notice of such purchase,
redemption or other acquisition or retirement and for which such financial
information is then available, is a negative number, then 100% of such negative
number, (x) the aggregate net cash proceeds received by the Company from the
issuance and sale, other than to a subsidiary of the Company, subsequent to the
date of the Senior Subordinated Debt Securities Indenture, of capital stock
(including capital stock issued upon the conversion of, or in exchange for,
securities other than capital stock and options, warrants or other rights to
acquire capital stock, but excluding Redeemable Stock), (y) the aggregate net
cash proceeds received by the Company from the issuance and sale, other than to
a subsidiary of the Company, of Indebtedness of the Company that is converted
into capital stock of the Company subsequent to the date of the Senior
Subordinated Debt Securities Indenture, and (z) $300 million; PROVIDED, HOWEVER,
that the retirement of any shares of the Company's capital stock by exchange
for, or out of the proceeds of the substantially concurrent sale of, other
shares of capital stock of the Company other than Redeemable Stock shall not
constitute a Restricted Payment. If all of the conditions to the declaration of
a dividend or distribution that are described above are satisfied at the time
such dividend or distribution is declared, then such dividend or distribution
may be paid or made within sixty days after such declaration even if the payment
of such dividend, the making of such distribution or the declaration thereof
would not have been permitted at any time after such declaration.
"CONSOLIDATED NET INCOME" of the Company means, for any period for which the
determination thereof is to be made, the net income (or loss) of the Company and
its subsidiaries on a consolidated basis for such period taken as a single
accounting period, determined in accordance with GAAP; PROVIDED that there shall
be excluded therefrom (i) the net income (or loss) of any person (a "joint
venture") in which any other person (other than the Company or any of its
subsidiaries) has a joint equity interest, except to the extent of the amount of
dividends or other distributions actually paid to the Company or any of its
subsidiaries by such joint venture during such period, (ii) except to the extent
includable pursuant to the foregoing clause (i), the net income (or loss) of any
person accrued prior to the date it becomes a subsidiary of the Company or is
merged into or consolidated with the
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Company or any of its subsidiaries or that person's assets are acquired by the
Company or any of its subsidiaries, (iii) the net income of any subsidiary of
the Company to the extent that the declaration or payment of dividends or
similar distributions by that subsidiary of that income is not at the time
permitted by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
that subsidiary, and (iv) the excess (but not the deficit), if any, of (x) any
gain which must be treated as an extraordinary item under GAAP or any gain
realized upon the sale or other disposition of any asset that is not sold in the
ordinary course of business or of any capital stock of the Company or a
subsidiary of the Company over (y) any loss which must be treated as an
extraordinary item under GAAP or any loss realized upon the sale or other
disposition of any asset that is not sold in the ordinary course of business or
of any capital stock of the Company or a subsidiary of the Company.
ADDITIONAL TERMS OF THE SUBORDINATED DEBT SECURITIES
The following terms apply solely to the Subordinated Debt Securities. See
"Description of Debt Securities -- Particular Terms of the Senior Subordinated
Debt Securities and Subordinated Debt Securities" for other terms which are also
applicable to the Subordinated Debt Securities. The particular terms of the
Subordinated Debt Securities offered by any Prospectus Supplement and the
extent, if any, to which such general provisions may apply to the Subordinated
Debt Securities so offered will be described in the Prospectus Supplement
relating to such Subordinated Debt Securities.
SUBORDINATION
The payment of the principal of, interest on or any other amounts due on the
Subordinated Debt Securities will be subordinated in right of payment to the
prior payment in full of all Senior Indebtedness and Senior Subordinated
Indebtedness of the Company. No payment on account of principal of, redemption
of, interest on or any other amounts due on the Subordinated Debt Securities and
no redemption, purchase or other acquisition of the Subordinated Debt Securities
may be made unless (i) full payment of amounts then due for principal, sinking
funds, interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company, whether or
not a claim for such post-petition interest is allowed in such proceeding),
penalties, reimbursement or indemnification amounts, fees and expenses, and of
all other amounts then due on all Senior Indebtedness and Senior Subordinated
Indebtedness have been made or duly provided for pursuant to the terms of the
instrument governing such Senior Indebtedness or Senior Subordinated
Indebtedness, and (ii) at the time for, or immediately after giving effect to,
any such payment, redemption, purchase or other acquisition, there shall not
exist under any Senior Indebtedness, Senior Subordinated Indebtedness or any
agreements pursuant to which any Senior Indebtedness or Senior Subordinated
Indebtedness has been issued, any default which shall not have been cured or
waived and which shall have resulted in the full amount of such Senior
Indebtedness or Senior Subordinated Indebtedness being declared due and payable.
In addition, the Subordinated Debt Securities Indenture provides that if the
Holders of any Senior Indebtedness or Senior Subordinated Indebtedness notify
the Company and the Subordinated Debt Securities Trustee that a default has
occurred giving the holders of such Senior Indebtedness or Senior Subordinated
Indebtedness the right to accelerate the maturity thereof, no payment on account
of principal, sinking fund or other redemption, interest or any other amounts
due on the Subordinated Debt Securities and no purchase, redemption or other
acquisition of the Subordinated Debt Securities will be made for the period (the
"Subordinated Payment Blockage Period") commencing on the date notice is
received and ending on the earlier of (A) the date on which such event of
default shall have been cured or waived or (B) 270 days from the date notice is
received. Notwithstanding the foregoing, only one payment blockage notice with
respect to the same event of default or any other events of default existing and
known to the person giving such notice at the time of such notice on the same
issue of Senior Indebtedness or Senior Subordinated Indebtedness may be given
during any period of 360 consecutive days. No new Subordinated Payment Blockage
Period may be commenced by the holders of Senior Indebtedness or Senior
Subordinated Indebtedness during any period of 360 consecutive days unless all
events of default which triggered the preceding Subordinated Payment Blockage
Period have been cured or waived. The Subordinated Debt Securities Indenture
provisions described in this paragraph, however, do not prevent the Company from
making a mandatory redemption payment, if any, with Subordinated Debt Securities
acquired prior to the happening of such a default as described in this
paragraph. Upon any distribution of its assets in connection with any
dissolution, winding-up, liquidation or reorganization of the Company or
acceleration of the
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principal amount due on the Subordinated Debt Securities because of an Event of
Default, all Senior Indebtedness and Senior Subordinated Indebtedness must be
paid in full before the Holders of the Subordinated Debt Securities are entitled
to any payments whatsoever.
As a result of these subordination provisions, in the event of the Company's
insolvency, holders of the Subordinated Debt Securities may recover ratably less
than general creditors of the Company.
The Subordinated Debt Securities are subordinate in right of payment to all
existing and future Senior Indebtedness and Senior Subordinated Indebtedness of
the Company, including the indebtedness under the Credit Agreements, the
Company's 11 7/8% Senior Notes due December 1, 1998, its 12 5/8% Senior Notes
due July 15, 1998, its 10 3/4% Senior Subordinated Notes due June 15, 1997, its
11% Senior Subordinated Notes due August 15, 1999, its 11 1/2% Senior
Subordinated Notes due September 1, 1999, its 8 7/8% Convertible Senior
Subordinated Notes due July 15, 2000 and its 10 3/4% Senior Subordinated
Debentures due April 1, 2002. The Subordinated Debt Securities will rank PARI
PASSU upon liquidation with the Company's 13 5/8% Subordinated Notes due June 1,
1995 and its 6 3/4% Convertible Subordinated Debentures due February 15, 2007.
DESCRIPTION OF CAPITAL STOCK
THE FOLLOWING STATEMENTS WITH RESPECT TO THE CAPITAL STOCK OF THE COMPANY
ARE SUBJECT TO THE DETAILED PROVISIONS OF THE COMPANY'S CERTIFICATE OF
INCORPORATION, AS AMENDED (THE "CERTIFICATE OF INCORPORATION"), INCLUDING THE
CERTIFICATE OF DESIGNATIONS FOR EACH OF THE SERIES E CUMULATIVE CONVERTIBLE
EXCHANGEABLE PREFERRED STOCK (THE "SERIES E PREFERRED STOCK") AND THE SERIES F
CUMULATIVE CONVERTIBLE EXCHANGEABLE PREFERRED STOCK (THE "SERIES F PREFERRED
STOCK") AND BY-LAWS, AS AMENDED (THE "BY-LAWS"). THESE STATEMENTS DO NOT PURPORT
TO BE COMPLETE, OR TO GIVE FULL EFFECT TO THE PROVISIONS OF STATUTORY OR COMMON
LAW, AND ARE SUBJECT TO, AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO,
THE TERMS OF THE CERTIFICATE OF INCORPORATION, THE CERTIFICATE OF DESIGNATIONS
OF EACH OF THE SERIES E AND SERIES F PREFERRED STOCK AND THE BY-LAWS.
GENERAL
The Certificate of Incorporation authorizes the issuance of a total of 210
million shares of all classes of stock, of which 10 million may be shares of
preferred stock, par value $.01 per share, and 200 million may be shares of the
Common Stock, par value $.01 per share. At July 13, 1993, approximately 71.2
million shares of Common Stock were outstanding. The Certificate of
Incorporation authorizes the Company's Board of Directors, without first
obtaining approval of the holders of Common Stock or any series of preferred
stock, to provide for the issuance of any or all shares of the preferred stock
in one or more series, and to fix the voting powers, full or limited, and the
designations, preferences and relative, participating, optional or other special
rights, and any qualifications, limitations or restrictions thereof, applicable
to the shares to be included in any such series as may be permitted by the
General Corporation Law of the State of Delaware. As of the date hereof, 4.6
million shares of Series E Preferred Stock are outstanding. In addition, 2
million shares of Series D Junior Participating Preferred Stock, par value $.01
per share, of the Company (the "Series D Preferred Stock") have been authorized
and reserved for issuance in connection with the Series D Rights described below
and up to 400,000 shares of Series F Preferred Stock have been authorized and
reserved for issuance upon the occurrence of certain specified events described
in "Series F Preferred Stock" below.
COMMON STOCK
DIVIDEND RIGHTS
Subject to the rights of the holders of any shares of the Company's
preferred stock which may at the time be outstanding, holders of the Common
Stock are entitled to receive, to the extent permitted by law, such dividends as
may be declared from time to time by the Board of Directors out of funds legally
available therefor.
VOTING RIGHTS
Each holder of Common Stock is entitled to one vote for each share of Common
Stock registered in such holder's name on the books of the Company on all
matters submitted to a vote of stockholders. Except as otherwise provided by
law, the holders of shares of the Common Stock vote as one class. The holders of
shares of the Common Stock have cumulative voting rights under the Certificate
of Incorporation such that in all elections for directors, each holder entitled
to vote thereat is entitled to as many votes as is equal to the number of votes
which
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such holder would be entitled to cast for the election of directors with respect
to such holder's shares multiplied by the number of directors to be elected, and
such holder may cast all of such votes for a single director or may distribute
them among any two or more of them as such holder may see fit.
LIQUIDATION RIGHTS AND OTHER PROVISIONS
The Company has granted its lenders security interests in a substantial
portion of the Company's assets under the Credit Agreements and other debt
agreements. See "Credit Agreements." Subject to the prior rights of creditors
and the holders of any preferred stock which may be outstanding from time to
time, the holders of the Common Stock are entitled to share PRO RATA in the
distribution of any remaining assets in the event of liquidation, dissolution or
winding up of the Company. The shares of Common Stock are not liable to any
calls or assessments and have no conversion rights or redemption or sinking fund
provisions. The Transfer Agent and Registrar for the Common Stock is The First
National Bank of Chicago.
CHANGE IN CONTROL
The Certificate of Incorporation and the Rights Agreement dated July 25,
1988, as amended (the "Rights Agreement"), between the Company and First Chicago
Trust Company of New York, as Rights Agent, contain certain provisions
(described below) that could make more difficult or discourage a change in
control of the Company. Such provisions are designed to discourage situations in
which the Company is forced to accept a proposal for the takeover of the Company
without ample time to evaluate the proposal and appropriate alternatives and to
encourage anyone contemplating a business combination with the Company to
negotiate directly with the Company on a fair and equitable basis.
SERIES D RIGHTS
Each share of Common Stock has associated with it one preferred share
purchase right (the "Series D Right") permitting the holder to purchase
approximately one-hundredth of a share of the Company's Series D Preferred Stock
at an exercise price of $130 per share, subject to certain adjustments. The
terms of the Series D Rights are set forth in a Rights Agreement dated as of
July 25, 1988, as amended, between the Company and The First National Bank of
Chicago, as Rights Agent (the "Rights Agreement").
The Series D Rights are not exercisable and are transferable only with the
related Common Stock certificates. The Series D Rights become exercisable and
separately transferable ten days after a person or group (excluding certain
entities including members of the Stone family) acquires 15% or more of the
outstanding shares of the Common Stock or ten business days after a person or
group (excluding certain entities including members of the Stone family)
announces a tender offer or exchange offer that would, if completed, result in
ownership by such person or group of 15% or more of the outstanding shares of
the Common Stock. Thereafter, the Series D Rights will trade separately from the
Common Stock.
After the Series D Rights become exercisable, if a person or group
(excluding certain entities including members of the Stone family) acquires 15%
or more of the outstanding shares of the Common Stock and the Company is
acquired in a merger or other business combination transaction, each Series D
Right will entitle its holder (other than the acquiring person or group) to
purchase, at the Series D Right's then-current exercise price, a number of the
acquiring company's shares of common stock having a market value at that time of
twice the Series D Right's then-current exercise price. In addition, in the
event that a person or group (excluding certain entities including members of
the Stone family) acquires 15% or more of the outstanding shares of the Common
Stock, each holder of a Series D Right (other than the acquiring person or
group) will be entitled to purchase the number of shares of the Common Stock
having a market value of twice the then-current exercise price of the Series D
Right.
Under certain circumstances, the Series D Rights may be redeemed at a price
of $.01 per Series D Right. The Series D Rights will expire in August 1998,
unless earlier redeemed by the Company.
The Rights Agreement generally provides that a Series D Right will be issued
in connection with each share of Common Stock (i) issued prior to the earliest
of the Distribution Date (as defined in the Rights Agreement) or the redemption,
exchange or expiration of the Series D Rights or (ii) issued at certain other
times pursuant to certain options, warrants or convertible securities.
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SUPERMAJORITY VOTE REQUIREMENTS
The Certificate of Incorporation provides that the affirmative vote of the
holders of at least 66 2/3% of the voting power of the then outstanding shares
of capital stock of the Company entitled to vote generally in the election of
directors (the "Voting Stock") is required to authorize (a) any merger or
consolidation of the Company with or into any other corporation (other than a
Subsidiary of the Company) or (b) the sale (other than to the Company or its
Subsidiaries) of all or substantially all of the assets of the Company and its
Subsidiaries taken as a whole. For purposes of the foregoing paragraph, a
"Subsidiary" is any corporation more than 50% of the voting securities of which
are owned by the Company.
SERIES E PREFERRED STOCK
There are 4.6 million shares of Series E Preferred Stock authorized and
outstanding on the date hereof. The Series E Preferred Stock is entitled to
cumulative cash preferential dividends of $1.75 per share, per annum, payable
quarterly, and has a liquidation preference of $25 per share plus accrued and
unpaid dividends. Unless full cumulative dividends on the Series E Preferred
Stock have been paid or payment has been provided for, no dividends (other than
dividends in shares of Common Stock or other capital stock ranking junior to the
Series E Preferred Stock in the payment of dividends) shall be paid or declared
and set aside for payment or other distribution made upon the Common Stock or
any other capital stock of the Company ranking junior or on a parity with the
Series E Preferred Stock as to dividends.
The Series E Preferred Stock is exchangeable, in whole but not in part, at
the option of the Company, on any dividend date commencing February 15, 1994,
for the Company's 7% Convertible Subordinated Exchange Debentures due February
15, 2007 (the "Exchange Debentures") at an exchange rate of $25 principal amount
of Exchange Debentures for each share of Series E Preferred Stock so exchanged.
The Exchange Debentures entitle the holders thereof to convert the Exchange
Debentures into shares of Common Stock.
The Series E Preferred Stock is redeemable by the Company, in whole but not
in part, on and after February 16, 1996, at $26.50 per share, if redeemed during
the 12 month period commencing February 15, 1996, and thereafter at prices
declining to $25 per share on and after February 15, 2002, together with accrued
and unpaid dividends to the date of redemption. The Series E Preferred Stock,
unless previously exchanged or redeemed by the Company, is convertible at the
option of the holder thereof at any time into shares of Common Stock at a
conversion price of $33.94 per share (as of the date hereof), subject to
adjustment under certain conditions.
If the Company fails to pay any six quarterly dividends on the Series E
Preferred Stock, then the holders of the Series E Preferred Stock, voting
together as a class with all other outstanding classes or series of preferred
stock ranking junior to or on a parity with the Series E Preferred Stock and
entitled to vote thereon, have the right to elect two directors to be added to
the Company's Board of Directors. Such voting rights continue until all
dividends in arrears on such stock have been paid or provided for. Without the
approval of at least two-thirds of the outstanding shares of Series E Preferred
Stock, the Company may not issue any capital stock ranking senior to the Series
E Preferred Stock as to payment of dividends or in distribution of assets upon
liquidation or make any change which adversely affects the preferences, rights
or powers of the Series E Preferred Stock.
SERIES F PREFERRED STOCK
The Company has authorized 400,000 shares of Series F Preferred Stock, no
shares of which have been issued or are outstanding on the date hereof. The
terms of the Series F Preferred Stock are identical to the terms of the Series E
Preferred Stock, except with respect to the amount of dividend and dividend
payment dates, the liquidation preference, the optional redemption schedule and
redemption prices, the conversion rate at which Series F Preferred Stock may be
converted into shares of Common Stock and the exchange rate at which Series F
Preferred Stock may be exchanged by the Company for Exchange Debentures.
The Series F Preferred Stock, if issued, will be entitled to cumulative cash
preferential dividends of $7 per share, per annum, payable quarterly, will have
a liquidation preference of $100 per share plus accrued and unpaid dividends,
will rank on a parity with the Series E Preferred Stock with respect to rights
to receive dividends and distributions upon liquidation and has identical voting
rights as the Series E Preferred Stock. The Series F Preferred Stock is
exchangeable for the Company's Exchange Debentures which in turn are convertible
into shares of Common Stock.
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The Series F Preferred Stock will be redeemable by the Company, in whole but
not in part, on and after 48 months from the date of issuance, at $104.20 per
share, if redeemed during the 12 month period commencing on such date, and
thereafter at prices declining to $100 per share on and after the 120th month
from issuance, together with accrued and unpaid dividends to the date of
redemption. The Series F Preferred Stock will be convertible at the option of
the holder thereof at any time into shares of Common Stock at a conversion rate
of 5.4283 shares of Common Stock per share of Series F Preferred Stock (as of
the date hereof), subject to adjustment under certain conditions.
The Company has entered into an agreement with Venezolana de Pulpa y Papel
("Venepal"), a Venezuelan pulp and paper company, whereby Venepal's investment
in the Celgar pulp mill represented by 50% of the outstanding common stock of
Stone Venepal (Celgar) Pulp Inc. ("SVCPI") can be exchanged for shares of Series
F Preferred Stock. The exchange would occur at Venepal's option as a result of
certain specific conditions relating to operations of the Celgar pulp mill,
which is 50% owned by SVCPI. The Company may at its option elect to honor the
exchange obligation with a cash payment to Venepal. Based upon Venepal's initial
investment in SVCPI, 212,903 shares of Series F Preferred Stock would be
issuable in the event Venepal was eligible to exercise, and did exercise, its
option. The number of shares issuable to Venepal upon exchange is to be
determined based upon (i) the value of Venepal's investment in SVCPI at the time
of such exchange and (ii) the market price of the Common Stock at the time of
such exchange.
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PLAN OF DISTRIBUTION
The Company may sell Securities to or through underwriters or dealers, and
also may sell Securities directly to one or more other purchasers or through
agents. The Prospectus Supplement sets forth the names of any underwriters or
agents involved in the sale of the Securities and any applicable commissions or
discounts.
Underwriters, dealers or agents may offer and sell the Securities from time
to time in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. In connection with the
sale of Securities, underwriters or agents may be deemed to have received
compensation from the Company in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of the Securities
for whom they may act as agent. Underwriters or agents may sell the Securities
to or through dealers and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters or commissions from
the purchasers for whom they may act as agent.
The Debt Securities, when first issued, will have no established trading
market. Any underwriters or agents to or through whom Debt Securities are sold
by the Company for public offering and sale may make a market in such Debt
Securities, but such underwriters or agents will not be obligated to do so and
may discontinue any market making at any time without notice. No assurance can
be given as to the liquidity of the trading market for any Debt Securities.
If so indicated in the Prospectus Supplement, the Company may authorize
underwriters, dealers or other persons acting as the Company's agents to solicit
offers by certain institutions to purchase Securities from the Company pursuant
to contracts providing for payment and delivery on a future date. Institutions
with which such contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others, but in all cases such institutions must be
approved by the Company. The obligations of any purchaser under any such
contract will be subject to the condition that the purchase of the Securities
shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject. The underwriters, dealers and
such other persons will not have any responsibility in respect of the validity
or performance of such contracts. The Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
Any underwriters, dealers or agents participating in the distribution of
Securities may be deemed to be underwriters under the Act, and any discounts and
commissions received by them and any profit realized by them on resale of the
Securities may be deemed to be underwriting discounts and commissions under the
Act. Underwriters, dealers or agents may be entitled, under agreements entered
into with the Company, to indemnification against or contribution toward certain
civil liabilities, including liabilities under the Act.
VALIDITY OF THE SECURITIES
The validity of the securities offered hereby will be passed upon for the
Company by Leslie T. Lederer, Vice President, Secretary and Counsel of the
Company (who owns approximately 15,900 shares of Common Stock).
EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Company's Annual Report on Form 10-K for the year ended December 31, 1992, as
amended by Form 8 dated April 9, 1993 and as further amended by Form 10-K/A-1
dated June 24, 1993, have been so incorporated in reliance on the report (which
contains an explanatory paragraph referring to the March 1, 1994 expiration of
the Company's revolving credit facilities and the Company's financial plan
discussed in Note 10 to the Company's consolidated financial statements) of
Price Waterhouse, independent accountants, given on the authority of said firm
as experts in auditing and accounting.
54
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED
IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY OF THE UNDERWRITERS. NEITHER THE DELIVERY OF
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE THEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS PROSPECTUS
SUPPLEMENT. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN
OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
PROSPECTUS SUPPLEMENT
Prospectus Summary............................ S-3
Risk Factors.................................. S-10
Pro Forma Condensed Consolidated Statement of
Operations................................... S-15
Use of Proceeds............................... S-16
Capitalization................................ S-17
Certain Terms of The Notes.................... S-19
Underwriting.................................. S-20
Legal Matters................................. S-21
PROSPECTUS
Available Information......................... 2
Incorporation of Certain Documents by
Reference.................................... 2
The Company................................... 3
Use of Proceeds............................... 4
Selected Consolidated Financial Data.......... 5
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 6
Credit Agreements............................. 15
Description of Debt Securities................ 19
Description of Capital Stock.................. 50
Plan of Distribution.......................... 54
Validity of the Securities.................... 54
Experts....................................... 54
</TABLE>
$500,000,000
[LOGO] STONE CONTAINER CORPORATION % SENIOR NOTES
DUE 2001
SALOMON BROTHERS INC
BEAR, STEARNS & CO. INC.
BT SECURITIES CORPORATION
KIDDER, PEABODY & CO.
INCORPORATED
CHEMICAL SECURITIES INC.
NATIONSBANC CAPITAL MARKETS, INC.
PROSPECTUS SUPPLEMENT
DATED , 1994
