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): November 17, 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
of incorporation Number) Number) Identification 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 November 17, 1998, Stone Container Corporation issued a news release
announcing the opinion issued by the Delaware Chancery Court denying two Series
E Preferred Stockholders preliminary injunctive relief as to the merger of the
Company with Jefferson Smurfit Corporation. 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 Stone Container Corporation dated November 17, 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: November 17, 1998 By: LESLIE T. LEDERER
Vice President
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
99.1 News release of Stone Container Corporation dated November 17, 1998.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
DELAWARE COURT DENIES STONE CONTAINER PREFERRED STOCKHOLDERS'
REINSTATED REQUEST FOR PRELIMINARY INJUNCTIVE RELIEF
- ----------------------------------------------------------
CHICAGO, Nov. 17, 1998 - Stone Container Corporation (NYSE: STO) announced
today that the Delaware Chancery Court issued an opinion denying the
reinstated request of two Series E Preferred stockholders for preliminary
injunctive relief as to the merger of the company with Jefferson Smurfit
Corporation (Nasdaq:JJSC). The Series E Preferred stockholders had
instituted litigation against the company challenging, among other things,
the stockholder vote required with respect to the pending merger
with Jefferson Smurfit. The Delaware Chancery Court ruled that the Series E
Preferred stockholders are not entitled to vote on the merger.
The plaintiffs filed their complaint and request for preliminary injunctive
relief on Oct. 30, 1998. A hearing before the court was held on Nov. 10, 1998.
On Friday, Nov. 13, 1998, the plaintiffs withdrew their request for
injunctive relief before the court could issue its opinion. On Monday,
Nov. 16, 1998, the plaintiffs reinstated their request for a preliminary
injunction and asked the court to issue an opinion. The Delaware Chancery
Court Vice Chancellor, Stephen P. Lamb, issued an opinion this afternoon
rejecting the plaintiffs' request for preliminary injunctive relief.
The company is proceeding with the merger as planned.
Stone Container Corporation is the world's largest unbleached paper and
packaging producer. Its product lines include containerboard, corrugated
containers, kraft paper, and paper bags and sacks. Headquartered in Chicago,
the company has manufacturing facilities and sales offices in North America,
Europe, Central and South America, Australia, and Asia.
Contact:
Bruce J. Byots John Simley
Investor Relations Media Relations
(312) 580-4663 (312) 649-7867
