SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S)
240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
STONE CONTAINER CORPORATION
- -----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant) :
UNITED PAPERWORKERS INTERNATIONAL UNION
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed
<PAGE>
PRELIMINARY PROXY STATEMENT
United Paperworkers International Union
P.O. Box 1475
Nashville TN 37202
Attn: Mark Brooks
(615) 834-8590 tel.
(615) 333-6667 fax
SHAREHOLDER SOLICITATION FOR
ALTERNATIVE CANDIDATE FOR
BOARD OF DIRECTORS at
STONE CONTAINER CORP.
Annual Meeting of Shareholders
May 13, 1997
10:30am (tent).
Amoco Oil Bldg. 80th fl.
200 E. Randolph
Chicago IL
Dear Fellow Stone Container shareholder:
Former New York Lieutenant-Governor Stan Lundine is running
for the Company's board of directors. He has not been nominated by
the incumbent board. We urge you to support his candidacy.
The Company's board currently consists of 14 members, 6 of
whom are members of the Stone family (even though as of April 1996,
the family owned only 12.5% of the stock). Roger Stone is the
Company's Chairman and CEO. Three of the 6 directors on the
Board's Executive Committee are Stone family members.
We believe Lundine will be more independent of management and
more open to new ideas. He served as Lt. Governor of the State of
New York from 1987-94. He was a Congressman from New York from
1976-87. Lundine is now a director of National Forge Co. and U.S.
Investigation Services, Inc. He is also an attorney and arbitrator
in private practice. He is 58 years of age. He is a director of the
Fredonia College Foundation, Work in America Institute, and Terry
Sanford Institute of Public Policy at Duke University. He has been
the chair of the Worker Ownership Institute in Pittsburgh PA since
1995, which provides services to employee-owned companies and
affiliated unions. He has been a director of the East-West
Parliamentary Practice Project in the Netherlands since 1995. He
is the coordinator of the Chatauqua County (NY) Health Network
since 1996 (a consortium of 4 hospitals and their physicians). He
was a Visiting Professor at the Alfred University School of
Business in 1995-96.
The New York Times said of his role in the State Capitol: "he
has quietly built a reputation as a leader who knows how to build
consensus on issues that cross partisan and ideological lines." The
best-selling author Michael Maccoby featured Lundine in his book
The Leader: A New Face for American Management (1981). [FN*] Copies
of these publications are available upon request from UPIU at the
phone and address above.
[FN*: None of the organizations, publications or authors cited
herein are participants in this proxy solicitation, nor have they
been consulted about the citations herein.]
<PAGE>
We feel Lundine can help the Company improve its performance.
For the 1st nine months of 1996, the Company's net loss applicable
to common shares was $45,800,000 million, contrasted to its net
profit of $169,800,000 million in the same period of 1995. As for
previous years:
1993 1994 1995
Net income (loss) in million $ (359) (205) 256
Lundine's candidacy gives shareholders an opportunity to vote
for a highly-qualified director independent of management, rather
than settling for the Board's own hand-picked candidates.
STONE CONTAINER'S BOARD OF DIRECTORS:
Six directors are members of the Stone family: Roger Stone,
CEO; Ira Stone, Sr. V.P.; Alan Stone, retired Sr. V.P. and now
consultant to the Company; Richard Raskin, attorney and Jerome
Stone's son-in-law; Avery Stone, Pres. of IDC Mgt. Co.; and James
Stone, Pres. Stone Mgt. Corp.
The 8 remaining directors consist of 4 chairmen of other
corporations, 2 retired corporate chairs, and 1 CFO. They are:
William Aldinger III, CEO/Chair, Household Int'l; Richard Giesen,
CEO/Chair, Continental Glass & Plastic; James Glasser, Chair, GATX
Corp.; Jack Greenberg, CFO, McDonalds; George Kennedy, Former
Chair, Mallinckrodt Group; Howard Miller, business consultant; John
Nichols, former Chair, Illinois Tool Works.
The above information is the most current we have (as of
4/14/96). The Company advises us that Messrs. Kennedy and Miller are
retiring from the Board, but declined to reveal who the nominees
would be for election this year. We incorporate by reference herein
the additional information about directors and stock ownership of
management and directors in the company's 1996 proxy statement, a
copy of which is available by contacting us at the address or phone
above. More current information will appear in the Company's
upcoming proxy statement.
SHAREHOLDER PROPOSAL RE: BOARD COMPOSITION
We made the following proposal to the Company pursuant to SEC
Rule 14a-8:
RESOLVED, that the shareholders of Stone Container Corporation
direct the Board of Directors to amend the bylaws to provide that
no more than one-third of the members of the Board or any committee
thereof may be related by blood or marriage.
Management responded by proposing that, subject to board
approval, it would agree to reduce the number of Stone family
directors to three by the 1999 annual meeting if we withdrew this
proposal. This was agreeable to us but we have not yet heard back
as to whether the board has approved. If no agreement is reached,
we believe the proposal and supporting statement will appear in the
company's proxy card.
<PAGE>
VOTING PROCEDURE AND VOTING RIGHTS
We do not know whether management will list Mr. Lundine as a
candidate in the proxy card it will be sending you shortly. If that
card does not include his name, but you still wish to support Mr.
Lundine, we suggest you write in his name. In addition, we will be
distributing our own proxy card listing Lundine as a candidate once
the Company has released the information we need to prepare such a
card.
At the annual meeting, 14 directors are to be elected, with
each stockholder entitled to cumulate his votes. Under cumulative
voting, each share of stock carries 14 votes and these can all be
voted for one candidate or distributed among any number of
candidates (up to 14), as the shareholder sees fit. If a quorum is
present, the 14 candidates receiving the greatest number of votes
will be elected.
The proposal is intended as a bylaw amendment, thus requiring
the affirmative vote of a majority of outstanding stock in order to
go into effect. The record date for eligibility to vote is March
31, 1997. You may revoke your vote at any time by (1) executing a
later proxy card; (2) appearing at the meeting to vote, or (3)
delivering the proxyholder or the Company's secretary written
notice of revocation prior to the date of the meeting. The
Company's offices are at 150 N. Michigan Ave., Chicago IL 60601-
7568; tel. (312) 346-6600. We incorporate herein by reference the
discussion in the Company's 1996 proxy statement of voting
requirements and outstanding securities, available upon request
from us. More current information will be contained in the
Company's upcoming proxy statement.
Our staff will keep all cards we receive confidential until
the meeting, at which point they must be presented to the company's
tabulator in order to be counted.
<PAGE>
SOLICITATION
We do not intend to hire specially-engaged proxy solicitors
but will use our regular staff. We will solicit proxies by mail,
telephone, and fax. The participants in this solicitation are
United Paperworkers International Union (UPIU), which owns 302
shares of Company common stock, and its staff (none of which own
stock on their own).* The costs of solicitation (expected to be
$5000) will be borne by UPIU. Mr. Lundine has not worked for UPIU,
nor received any compensation from UPIU. He has no arrangements
with UPIU about his conduct as director if elected, about future
transactions involving the Company, nor regarding future employment
by the Company.
Neither Lundine nor UPIU have any understandings or
arrangements with any person with respect to the Company's
securities. UPIU represents about 8670 out of the Company's
unionized U.S. workforce of about 14,000. We feel our members' job
security depends in part on improving the Board's performance. The
Company reported employing as of 12/95 about 21,700 in the US and
4200 in foreign operations. All UPIU-represented employees are
currently working under contracts. UPIU and the Company regularly
engage in negotiations over successor contracts at different
facilities and currently are doing so for the Panama City and
Florence facilities (totalling about 700 members). UPIU is not
currently engaged in any strike, boycott nor active organizing of
any of the Company's non-union employees. Mr. Lundine does not
currently own any shares of stock. His business address is
Sotir & Goldman, 8 East Fourth St., P.O. Box 3050,
Jamestown NY 14702-3050.
* UPIU began acquiring Company stock in 1984. Its transactions in
the last two years consist of acquiring 149 shares on 5/26/95, and
acquiring approximately 2 shares at various unknown dates through
dividend reinvestment.
<PAGE>
PROPOSALS FOR FUTURE MEETINGS
The deadline for shareholders to submit proposals for
inclusion in the Company's proxy statement pursuant to Rule 14a-8
for the 1998 annual meeting will be approximately 12/15/97 (the
exact deadline will appear in the Company's upcoming proxy
statement).
EXECUTIVE COMPENSATION
In 1995, CEO Roger Stone received a salary of $790,000 and
options for 201,700 shares. We incorporate herein by reference the
information on these matters contained in last year's proxy
statement. Copies are available by contacting us at the address or
phone above. More current information will be contained in
management's upcoming proxy statement.
VOTE STAN LUNDINE FOR THE STONE CONTAINER BOARD OF DIRECTORS.
VOTE FOR THE PROPOSAL LIMITING FAMILY TIES ON THE BOARD.
