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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 26, 2000
STONE CONTAINER CORPORATION
(Exact name of Registrant as specified in its charter)
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DELAWARE 1-3439 36-2041256
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
150 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
(Address of Principal Executive Offices) (Zip Code)
(312) 346-6600
Registrant's Telephone Number, Including Area Code
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(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
On May 31, 2000, Smurfit-Stone Container Corporation ("Smurfit-Stone")
acquired (the "Acquisition") St. Laurent Paperboard Inc. (the "Acquired
Business"). Stone Container Corporation (the "Company") reported the Acquisition
on a Form 8-K dated May 26, 2000 and filed June 6, 2000. Under the requirements
of Form 8-K, Item 7(a)(4) and Item 7(b)(2), the Company has sixty days from the
date on which the Form 8-K was required to be filed to file the required
financial statements and pro forma financial information. This amendment
provides the financial statements and pro forma financial information required
by Regulation S-X.
A. Financial Statements of Businesses Acquired.
The following financial statements of the Acquired Business are
incorporated by reference to Exhibit 99.3 to Smurfit-Stone's Current
Report on Form 8-K, as filed with the Securities and Exchange
Commission July 14, 2000:
(i) Auditor's Report;
(ii) Consolidated Statements of Earnings (Loss), Consolidated
Statements of Retained Earnings and Consolidated Statements
of Cash Flows for the years ended December 31, 1999,
December 31, 1998 and December 31, 1997;
(iii) Consolidated Balance Sheets as of December 31, 1999 and
December 31, 1998; and
(iv) Notes to Consolidated Financial Statements.
The following financial statements of the Acquired Business are
incorporated by reference to Exhibit 99.4 to Smurfit-Stone's Current
Report on Form 8-K, as filed with the Securities and Exchange
Commission July 14, 2000:
(i) Unaudited Consolidated Statements of Earnings and Retained
Earnings and Unaudited Consolidated Statements of Changes in
Cash Position for the three-month periods ended March 31,
2000 and March 31, 1999;
(ii) Consolidated Balance Sheets as of March 31, 2000 (unaudited)
and December 31, 1999; and
(iii) Notes to Consolidated Financial Statements December 31, 1999
and March 31, 2000 (unaudited).
B. Pro Forma Financial Information.
The following Unaudited Pro Forma Condensed Consolidated Financial
Data of the Company are attached as Exhibit 99.3:
(i) Unaudited Pro Forma Condensed Consolidated Balance Sheet as
of March 31, 2000;
(ii) Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the three-month period ended March 31, 2000;
(iii) Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the year ended December 31, 1999; and
(iv) Notes to Unaudited Pro Forma Condensed Consolidated
Financial Data.
C. Exhibits.
The following exhibit is filed as a part of this report:
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Exhibit No. Description
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99.3 Unaudited Pro Forma Condensed Consolidated Financial
Data of the Company as of March 31, 2000 and for the
three-month period ended March 31, 2000 and the year
ended December 31, 1999
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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
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Dated: July 26, 2000 By: /s/ Paul K. Kaufman
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Name: Paul K. Kaufmann
Title: Vice President and Corporate Controller
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EXHIBIT INDEX
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Exhibit No. Description
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99.3 Unaudited Pro Forma Condensed Consolidated
Financial Data of the Company as of
March 31, 2000 and for the three-month
period ended March 31, 2000 and the year
ended December 31, 1999
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