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SCHEDULE 14A
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:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Smurfit-Stone Container Corporation
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(Name of Registrant as Specified In Its Charter)
Stone Container Corporation
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
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THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY SMURFIT-STONE CONTAINER
CORPORATION AND STONE CONTAINER CORPORATION ON AUGUST 9, 2000.
For Immediate Release Contact: Tim McKenna (investors)
--------------------- 314-746-1254/312-580-4637
George Csolak (media)
314-746-1321
www.smurfit-stone.com
SMURFIT-STONE PROPOSES EXCHANGE OF STONE SERIES E
PREFERRED STOCK FOR SMURFIT-STONE SERIES A PREFERRED STOCK
CHICAGO, IL, August 9, 2000 - Smurfit-Stone Container Corporation (Nasdaq: SSCC)
announced today that is proposing to exchange approximately 4.6 million shares
of a newly authorized class of its preferred stock, plus cash, for the
outstanding shares of Series E Cumulative Convertible Exchangeable Preferred
Stock of Stone Container Corporation.
Specifically, Smurfit-Stone is proposing a transaction in which each
outstanding share of Series E Preferred Stock of Stone Container will be
exchanged for one share of Series A Cumulative Exchangeable Redeemable
Convertible Preferred Stock of Smurfit-Stone, plus an amount in cash equal to
the accrued and unpaid dividends on each share of Series E Preferred Stock (less
certain transaction-related expenses of $.12 per share). As of June 30, 2000,
the accrued and unpaid dividends on each share of Series E Preferred Stock was
$5.6875. Restrictions contained in Stone Container's debt agreements have
prohibited the payment of any dividend on such stock since February 1997. The
transaction has been approved by the boards of both Smurfit-Stone and Stone
Container.
Commenting on the proposed transaction, Ray Curran, president and chief
executive officer of Smurfit-Stone said, "We are pleased to present this
transaction for approval by holders of the Series E Preferred Stock and to
follow through on our commitment to address the dividend arrearage relating to
such shares. If approved, the transaction will eliminate the arrearage and
simplify our capital and ownership structure, resulting in benefits to all of
our stockholders."
The Series A Preferred Stock to be issued in the proposed transaction will
have terms substantially similar to the terms of the Series E Preferred, except
that dividends will be payable in cash or, at Smurfit-Stone's election in
certain circumstances, additional shares of Series A Preferred Stock, and on
February 15, 2012, the Series A Preferred Stock will be subject to mandatory
redemption at a price of $25 per share payable in cash or, at Smurfit-Stone's
option, shares of common stock of Smurfit-Stone. In addition, except to the
extent required by law, the Series A Preferred Stock will be non-voting. The
Series A Preferred Stock will be quoted on the Nasdaq National Market.
Completion of the transaction is subject to, among other things, approval
by holders of two-thirds of the outstanding Series E Preferred Stock. In
connection with the proposed transaction, David Gale and Mark Weissman, who
serve on the board of directors of Stone Container as designees of the holders
of the Series E Preferred Stock, and certain of their affiliates, and who
collectively own approximately 14.1 percent of the Series E
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Preferred stock, have agreed to vote their shares in favor of the proposed
transaction. Smurfit-Stone anticipates that the transaction will be completed in
the fourth quarter of this year.
A form S-4 registration statement detailing the terms and conditions of the
proposed transaction will be filed with the Securities and Exchange Commission.
Holders of Stone Container's Series E Preferred Stock may obtain a free copy of
the proxy statement/prospectus, when it becomes available, and other documents
filed by Smurfit-Stone and Stone Container at the Commission's web site or from
Smurfit-Stone or Stone Container by directing such request in writing or by
telephone to: Corporate Secretary, Smurfit-Stone Container Corporation, 150 N.
Michigan Ave., Chicago, IL, 60601-7568, (312) 346-6600.
# # #
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sales of 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. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Smurfit-Stone Container Corporation is the premier manufacturer of paper- and
paperboard-based packaging. Smurfit-Stone holds industry-leading positions in
the production of containerboard (including white-top linerboard and recycled
medium), corrugated containers, industrial bags, and clay-coated recycled
boxboard; and is the world's largest paper recycler. In addition, Smurfit-Stone
is a leading producer of folding cartons, solid bleached sulfate, paper tubes
and cores, and labels. The company operates more than 300 facilities worldwide
and employs approximately 40,000 people.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this release which are not historical facts
may be deemed to contain forward-looking statements. Such statements are
indicated by words or phrases such as "anticipate," "estimate," "projects,"
"believes," "intends," "expects" and similar words and phrases. Actual results
may differ materially from those expressed or implied in any forward-looking
statement as a result of certain risks and uncertainties detailed in the
company's Securities and Exchange Commission filings. Prospective investors are
cautioned not to place undue reliance on such forward-looking statements. The
company disclaims any obligation to update any of the forward-looking statements
contained herein to reflect future events or developments.
You are urged to read the definitive proxy statement/prospectus, which will be
filed with the Securities and Exchange Commission by Smurfit-Stone Container
Corporation because it will contain important information. The definitive proxy
statement/prospectus (when it is available) will be sent to stockholders of
Stone Container Corporation seeking their approval of the proposed transaction.
You may obtain a free copy of the definitive proxy statement/prospectus (when it
is available) and other documents filed by Smurfit-Stone Container Corporation
(as well as by Stone Container Corporation) with the Commission at the
Commission's web site at www.sec.gov. The definitive proxy statement/prospectus
and these other documents may also be obtained for free by Stone Container
Corporation stockholders by directing a request to: Stone Container Corporation,
150 North Michigan Avenue, Chicago, Illinois 60601, Attention: Tim McKenna,
telephone: (312) 746-1254, and by Smurfit-Stone Container Corporation
stockholders by directing a request to Smurfit-Stone Container Corporation, 150
North Michigan Avenue, Chicago, Illinois 60601, Attention Tim McKenna,
telephone: (312) 746-1254. Smurfit-Stone Container Corporation and Stone
Container Corporation and their respective directors, executive officers,
employees and certain other persons may be deemed to be participants in the
solicitation of proxies of Stone Container Corporation's stockholders to approve
the proposed merger involving Smurfit-Stone Container Corporation, SCC Merger
Co. and Stone Container Corporation. Such individuals may have interests in the
merger, including as a result of holding options or shares of the companies. A
detailed list of the names, affiliations and interests of the participants in
the solicitation is contained in the proxy statement/prospectus contained in
Smurfit-Stone Container Corporation's registration statement on Form S-4 to be
filed with the Commission with respect to the proposed merger involving
Smurfit-Stone Container Corporation, SCC Merger Co. and Stone Container
Corporation.
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