FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 25049
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date of earliest event reported): October 21, 1998.
Stone Container Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-3439 36-2041256
(State or other jurisdiction (Commission file (IRS Employer Identification
of incorporation) Number) Number)
150 North Michigan Avenue, Chicago, Illinois 60601-7568
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (312) 346-6600
Not applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On October 21, 1998, Stone Container Corporation (the "Company")
issued a news release with respect to a complaint (the "Complaint") filed
against the Company on October 20, 1998 in the Court of Chancery of the
State of Delaware by two holders of the Company's Series E Cumulative
Convertible Exchangeable Preferred Stock. The news release is attached
as Exhibit 99.1 hereto and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) -- (b) Not applicable.
(c) Exhibits.
99.1 News release of the Company with respect to the Complaint
dated October 21, 1998.
SIGNATURE
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
Date: October 27, 1998 By: LESLIE T. LEDERER
Vice President
EXHIBIT INDEX
Exhibit
Number
Description of Exhibit
99.1 News release of the Company with respect to the Complaint
dated October 21, 1998.
Exhibit 99.1
October 21,1998
PREFERRED SHAREHOLDERS FILE SUIT AGAINST STONE CONTAINER
Stone Container Corporation announced that on Oct. 20, two of its Series E
preferred stockholders filed a complaint against the company in Delaware
Chancery Court.
The plaintiffs allege that Stone Container is violating its certificate of
incorporation by failing to call a meeting of preferred stockholders for
the purpose of electing two directors by those stockholders. The plaintiffs
also allege that, in connection with its pending merger with Jefferson
Smurfit Corporation, Stone Container is seeking to change the preferred
stockholders' rights without a two-thirds class vote of the preferred
stockholders and that such stockholders should be entitled to vote with
respect to the merger.
Among other things, the plaintiffs are seeking injunctive relief with respect
to the merger. Stone Container believes such request for injunctive relief
is without merit and intends to vigorously defend the lawsuit.
Stone Container announced plans to merge with Jefferson Smurfit Corporation
on May 10. The companies' common shareholders will vote on the merger
proposal at separate shareholder meetings on Nov. 17. If approved by
shareholders, the merger will be completed shortly afterward, and the new
company will be called Smurfit-Stone Container Corporation.
Stone Container Corporation is a leading producer of unbleached paper
and packaging. Its product lines include containerboard, corrugated
containers, kraft paper, and paper bags and sacks. Headquartered in Chicago,
the company has 218 facilities in North America, Europe, Central and South
America, Australia and Asia, and employs more than 20,000 people.
