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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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AMENDMENT NO.2 TO
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
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STONE CONTAINER CORPORATION
(Name of Issuer)
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STONE CONTAINER CORPORATION
SMURFIT-STONE CONTAINER CORPORATION
(Name of Persons Filing Statement)
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$1.75 Series E Cumulative Convertible
Exchangeable Preferred Stock, $0.01 par value
(Title of Class of Securities)
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001 314 86158930
(CUSIP Number of Class of Securities)
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Craig A. Hunt
Vice President, General Counsel and Secretary
Smurfit-Stone Container Corporation
150 North Michigan Avenue
Chicago, Illinois 60601
(312) 346-6600
(Name, Address, and Telephone Numbers of Person Authorized to
Receive Notices and Communications on Behalf of the Persons
Filing Statement)
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With copies to:
Joseph A. Walsh, Jr.
Steven J. Gavin
Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601
(312) 558-5600
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This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [X] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$85,750,000 $17,150
* Solely for purposes of calculating the filing fee, the transaction valuation
was determined by multiplying (i) the 4,599,300 shares of $1.75 Series E
Cumulative Convertible Exchangeable Preferred stock, par value $0.01 per share,
of Stone Container Corporation ("Series E Preferred Stock") that are proposed to
be retired in the merger by (ii) $15.3125 per share of Series E Preferred Stock,
representing the average of the high and low prices of shares of Series E
Preferred Stock, as reported on the New York Stock Exchange Composite Tape on
August 7, 2000 (the "Total Consideration").
The payment of the filing fee, calculated in accordance with Regulation 240.0-11
under the Securities Exchange Act of 1934, as amended, equals one-fiftieth of
one percent of the Total Consideration.
[x] Check the box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
Amount Previously Paid: $22,638
Filing Party: Smurfit-Stone Container Corporation
Form or Registration No.: Registration Statement on Form S-4 (Registration No.
333-43656)
Date Filed: August 11, 2000
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this
"Schedule 13E-3") is being filed by Smurfit-Stone Container Corporation, a
Delaware corporation ("Smurfit-Stone"), and Stone Container Corporation, a
Delaware corporation and the issuer of the equity securities which are the
subject of the Rule 13e-3 transaction ("Stone Container"). This Schedule 13E-3
relates to the Agreement and Plan of Merger, dated as of August 8, 2000 (the
"Merger Agreement"), between Smurfit-Stone, SCC Merger Co., a Delaware
corporation ("SCC"), and Stone Container.
Concurrently with the filing of this Amendment No. 2 to Schedule 13E-
3, Smurfit-Stone is filing with the Securities and Exchange Commission
Amendment No. 2 to its registration statement on Form S-4 (as amended, the
"Registration Statement") under Regulation S-K of the Securities Act of 1933,
as amended (the "Securities Act"), relating to the special meeting of
stockholders of Stone Container at which the stockholders of Stone Container
will consider and vote upon, among other things, a proposal to approve and
adopt the Merger Agreement and the merger transaction contemplated thereby. A
copy of the Registration Statement is attached hereto as Exhibit (a)(1) and a
copy of the Merger Agreement is attached as Annex A to the Registration
Statement. All references in this Schedule 13E-3 to Items numbered 1001 through
1016 are references to Items contained in Regulation M-A under the Securities
Exchange Act of 1934, as amended.
The information contained in the Registration Statement, including all
annexes and exhibits thereto, is hereby expressly incorporated herein by
reference. As of the date hereof, the Registration Statement is in preliminary
form and is subject to completion or amendment.
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Item 1. Summary Term Sheet.
Item 1001
The information contained in the sections of the Registration Statement
entitled "Questions and Answers about the Merger" and "Summary" is
incorporated herein by reference.
Item 2. Subject Company Information.
Item 1002
(a) Name and address.
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The information contained in the section of the Registration Statement
entitled "Summary--The Companies" is incorporated herein by reference.
(b) Securities.
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The information contained in the sections of the Registration Statement
entitled "Questions and Answers about the Merger", "Summary" and "Summary--
Market Prices and Dividends" is incorporated herein by reference.
(c) Trading market and price.
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The information contained in the section of the Registration Statement
entitled "Summary--Market Prices and Dividends" is incorporated herein by
reference.
(d) Dividends.
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The information contained in the sections of the Registration Statement
entitled "Summary", "Summary--Market Prices and Dividend Information", "The
Merger--Background of the Merger" and "Comparison of Stockholder Rights--
Dividends" is incorporated herein by reference.
(e) Prior public offerings.
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Not applicable.
(f) Prior stock purchases.
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The information contained in the section of the Registration Statement
entitled "Interests of Certain Persons in the Merger--Purchases of Stone
Container Series E Preferred Stock by Affiliates" is incorporated herein by
reference.
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Item 3. Identity and Background of Filing Person.
Item 1003
(a) Name and Address.
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The information contained in the sections of the Registration Statement
entitled "Summary--The Companies", "Interests of Certain Persons in the
Merger", "Principal Stockholders--Stone Container", "Principal
Stockholders--Smurfit-Stone", "Management of Stone Container" and
"Management of Smurfit-Stone" is incorporated herein by reference.
(b) Business and background of entities.
-----------------------------------
The information contained in the section of the Registration Statement
entitled "Summary--The Companies", "Information about Smurfit-Stone--
Business", "Information about Stone Container--Business", "Interests of
Certain Persons in the Merger", "Principal Stockholders--Smurfit Stone" and
Principal Stockholders--Stone Container" is incorporated herein by
reference. Unless otherwise disclosed in the Registration Statement, none
of the persons specified in Item 1003(c) of Regulation M-A have been
convicted in a criminal proceeding during the past five years (excluding
traffic violations or similar misdemeanors). Unless otherwise disclosed in
the Registration Statement, none of the persons specified in Item 1003(c)
was a party to any judicial or administrative proceeding during the past
five years (except matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree or final order enjoining
the person from future violations of, or prohibiting activities subject to,
federal or state securities laws, or a finding of any violation of federal
or state securities laws.
(c) Business and background of natural persons.
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The information contained in the section of the Registration Statement
entitled "Summary--The Companies", "Principal Stockholders--Smurfit-Stone",
"Principal Stockholders--Stone Container", "Management of Smurfit-Stone"
and "Management of Stone Container" is incorporated herein by reference.
Unless otherwise disclosed in the Registration Statement, none of the
persons specified in Item 1003(c) of Regulation M-A have been convicted in
a criminal proceeding during the past five years (excluding traffic
violations or similar misdemeanors). Unless otherwise disclosed in the
Registration Statement, none of the persons specified in Item 1003(c) was a
party to any judicial or administrative proceeding during the past five
years (except matters that were dismissed without sanction or settlement)
that resulted in a judgment, decree or final order enjoining the person
from future violations of, or prohibiting activities subject to, federal or
state securities laws, or a finding of any violation of federal or state
securities laws.
Item 4. Terms of the Transaction.
Item 1004
(a) Material terms.
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(1) Not applicable.
(2) The information contained in the sections of the Registration
Statement entitled "Questions and Answers about the Merger",
"Summary", "Special Factors", "Material Provisions of the Merger
Agreement" and "Comparison of Stockholder Rights" is incorporated
herein by reference.
(c) Different terms.
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Not applicable.
(d) Appraisal Rights.
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The information contained in the sections of the Registration Statement
entitled "Questions and Answers about the Merger", "Summary" and " Special
Factors--Appraisal Rights" is incorporated herein by reference.
(e) Provisions for unaffiliated security holders.
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None.
(f) Eligibility for listing or trading.
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The information contained in the sections of the Registration Statement
entitled "Questions and Answers about the Merger", "Summary", "Material
Provisions of the Merger Agreement--Conditions to the Merger" and
"Description of Smurfit-Stone Capital Stock--Series A Preferred Stock" is
incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Item 1005
(a) Transactions.
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The information contained in the sections of the Registration Statement
entitled "Information about Smurfit-Stone", "Information about Stone
Container", "Interests of Certain Persons in the Merger", "Principal
Stockholders", "Certain Transactions of Smurfit-Stone" and "Certain
Transactions of Stone Container" is incorporated herein by reference.
(b) Significant corporate events.
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The information contained in the sections of the Registration Statement
entitled "Information about Smurfit-Stone", "Information about Stone
Container", "The St. Laurent Acquisition", "Interests of Certain Persons in
the Merger", "Principal Stockholders", "Certain Transactions of Smurfit-
Stone" and "Certain Transactions of Stone Container" is incorporated herein
by reference.
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(c) Negotiations or contacts.
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The information contained in the sections of the Registration Statement
entitled "Special Factors--Background of the Merger", "Interests of Certain
Persons in the Merger", "Principal Stockholders", "Certain Transactions of
Smurfit-Stone" and "Certain Transactions of Stone Container" is
incorporated herein by reference.
(e) Agreements involving the subject company's securities.
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The information contained in the sections of the Registration Statement
entitled "Summary", "Material Provisions of the Merger Agreement",
"Interests of Certain Persons in the Merger--Voting Agreement", "Certain
Transactions of Smurfit-Stone--Voting Agreement", "Certain Transactions of
Stone Container--Voting Agreement" and in Annex A and Annex F to the
Registration Statement is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
Item 1006
(b) Use of securities acquired.
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The information contained in the sections of the Registration Statement
entitled "Questions and Answers about the Merger", "Summary" and "Material
Provisions of the Merger Agreement" is incorporated herein by reference.
(c) Plans.
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The information contained in the sections of the Registration Statement
entitled "Questions and Answers about the Merger", "Summary", "Risk
Factors--Risks Relating to Smurfit-Stone Series A Preferred Stock",
"Special Factors ", "Material Provisions of the Merger Agreement" and
"Comparison of Stockholder Rights" is incorporated herein by
reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
Item 1013
(a) Purposes.
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The information contained in the sections of the Registration Statement
entitled "Questions and Answers about the Merger", "Summary" and "Special
Factors--Background of the Merger" is incorporated herein by
reference.
(b) Alternatives.
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The information contained in the section of the Registration Statement
entitled "Special Factors--Background of the Merger" and "Special Factors--
Approval by the Stone Container Board of Directors; Reasons for the Merger"
is incorporated herein by reference.
(c) Reasons.
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The information contained in the sections of the Registration Statement
entitled "Questions and Answers about the Merger", "Summary", "Special
Factors--Background of the Merger" and "Special Factors--Approval by the
Stone Container Board of Directors; Reasons for the Merger" is incorporated
herein by reference.
(d) Effects.
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The information contained in the sections of the Registration Statement
entitled "Questions and Answers about the Merger", "Summary", "Risk
Factors", "Special Factors", "Material Provisions of the Merger Agreement",
"Comparison of Stockholder Rights", "Interests of Certain Persons in the
Merger" and "Principal Stockholders" is incorporated herein by
reference.
Item 8. Fairness of the Transaction.
Item 1014
(a) Fairness.
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The information contained in the sections of the Registration Statement
entitled "Summary" and "Special Factors--Approval by the Stone Container
Board of Directors; Reasons for the Merger" is incorporated herein by
reference.
(b) Factors considered in determining fairness.
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The information contained in the sections of the Registration Statement
entitled "Summary" and "Special Factors--Approval by the Stone Container
Board of Directors; Reasons for the Merger" is incorporated herein by
reference.
(c) Approval of security holders.
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The information contained in the sections of the Registration Statement
entitled "Questions and Answers about the Merger", "Summary" and "The
Special Meeting" is incorporated herein by reference.
(d) Unaffiliated representative.
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Not applicable.
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(e) Approval of directors.
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The information contained in the sections of the Registration Statement
entitled "Questions and Answers about the Merger", "Summary" and "Special
Factors--Approval by the Stone Container Board of Directors; Reasons for
the Merger" is incorporated herein by reference.
(f) Other offers.
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Not applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations.
Item 1015
(a) Report, opinion, or appraisal.
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The information contained in the sections of the Registration Statement
entitled "Special Factors--Opinion of Financial Advisor to Stone Container"
and "Opinion of Financial Advisor" and in Annex E to the Registration
Statement is incorporated herein by reference.
(b) Preparer and summary of the report, opinion, or appraisal.
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The information contained in the sections of the Registration Statement
entitled "Special Factors--Opinion of Financial Advisor to Stone Container"
and "Opinion of Financial Advisor" and in Annex E to the Registration
Statement is incorporated herein by reference.
(c) Availability of documents.
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The information contained in the section of the Registration Statement
entitled "Opinion of Financial Advisor to Stone Container" and in Annex E
to the Registration Statement is incorporated herein by reference.
Item 10. Source and Amounts of Funds or Other Consideration.
Item 1007
(a) Source of funds.
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The information contained in the sections of the Registration Statement
entitled "Questions and Answers about the Merger", "Summary", "Special
Factors" and "Material Provisions of the Merger Agreement--The Merger
Consideration" is incorporated herein by reference.
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(b) Conditions.
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Not applicable.
(c) Expenses.
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The information contained in the sections of the Registration Statement
entitled "Summary" and "Material Provisions of the Merger Agreement--
Termination, Expenses, Amendment and Waiver" is incorporated herein by
reference.
(d) Borrowed Funds.
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Not applicable.
Item 11. Interest in Securities of the Subject Company.
Item 1008
(a) Securities Ownership.
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The information contained in the sections of the Registration Statement
entitled "Summary", "Interests of Certain Persons in the Merger" and
"Principal Stockholders--Stone Container" is incorporated herein by
reference.
(b) Securities transactions.
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The information contained in the sections of the Registration Statement
entitled "Interests of Certain Persons in the Merger--Purchases of Stone
Container Series E Preferred Stock by Affiliates" and "Principal
Stockholders" is incorporated herein by reference.
Item 12. The Solicitation or Recommendation.
Item 1012
(d) Intent to tender or vote in a going-private transaction.
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The information contained in the sections of the Registration Statement
entitled "Summary", "The Special Meeting--Required Vote", "Interests of
Certain Persons in the Merger--Voting Agreement", "Certain Transactions of
Smurfit-Stone--Voting Agreement" and "Certain Transactions of Stone
Container--Voting Agreement" and in Annex F to the Registration Statement
is incorporated herein by reference.
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(e) Recommendations of others.
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The information contained in the sections of the Registration Statement
entitled "Summary" and "Special Factors--Approval by the Stone Container
Board of Directors; Reasons for the Merger" is incorporated herein by
reference.
Item 13. Financial Statements.
Item 1010
(a) Financial information.
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The information contained in the sections of the Registration Statement
entitled "Summary--Summary Historical Financial Data of Smurfit-Stone",
"Summary--Summary Historical Financial Data of Stone Container" and on
pages F-3 to F-117 of the Registration Statement is incorporated herein by
reference.
(b) Pro forma information.
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The information contained in the section of the Registration Statement
entitled "Summary--Summary Unaudited Pro Forma Financial Information" and
on pages F-118 to F-127 of the Registration Statement is incorporated
herein by reference.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
Item 1009
(a) Solicitations or recommendations.
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The information contained in the section of the Registration Statement
entitled "Questions and Answers about the Merger", "Summary", "Special
Factors--Opinion of Financial Advisor to Stone Container" and "The Special
Meeting--Solicitation of Proxies" is incorporated herein by reference.
(b) Employees and corporate assets.
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Not applicable.
Item 15. Additional Information.
Item 1011
(b) Other material information.
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The information contained in the Registration Statement, including all
appendices and exhibits thereto, is incorporated herein by reference.
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Item 16. Exhibits.
Item 1016
(a)(1) Preliminary proxy statement/prospectus, filed with the Securities and
Exchange Commission on September 22, 2000 as part of the Registration
Statement.
(a)(2) Form of Proxy Card, filed as an exhibit to the Registration Statement.*
(b) None.
(c)(1) Opinion of Deutsche Bank Securities Inc., attached as Annex E to the
Registration Statement.*
(c)(2) Financial analysis presentation materials, dated as of August 8, 2000,
prepared by Deutsche Bank Securities, Inc.**
(d)(1) Agreement and Plan of Merger, dated as of August 8, 2000, among Smurfit-
Stone Container Corporation, SCC Merger Co. and Stone Container
Corporation, attached as Annex A to the Registration Statement.*
(d)(2) Voting Agreement, dated as of August 8, 2000, among Smurfit-Stone
Container Corporation, Stone Container Corporation, Mariner Investment
Group Inc., Delta Dividend Group, Inc., Mark Weissman and David Gale,
attached as Annex F to the Registration Statement.*
(f) Section 262 of the Delaware General Corporation Law.**
(g) None.
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*Incorporated by reference to the Registration Statement on Form S-4 filed by
Smurfit-Stone Container Corporation on September 22, 2000.
** Incorporated by reference to the original Schedule 13E-3 filed by
Smurfit-Stone Container Corporation on August 11, 2000.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: September 22, 2000
SMURFIT-STONE CONTAINER CORPORATION
By: /s/ Patrick J. Moore
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Name: Patrick J. Moore
Title: Vice President and Chief Financial Officer
STONE CONTAINER CORPORATION
By: /s/ Patrick J. Moore
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Name: Patrick J. Moore
Title: Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
No. Description
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(a)(1) Preliminary proxy statement/prospectus, filed with the Securities and
Exchange Commission on September 22, 2000 as part of the Registration
Statement.
(a)(2) Form of Proxy Card, filed as an exhibit to the Registration Statement.*
(b) None.
(c)(1) Opinion of Deutsche Bank Securities Inc., attached as Annex E to the
Registration Statement.*
(c)(2) Financial analysis presentation materials, dated as of August 8, 2000,
prepared by Deutsche Bank Securities, Inc.**
(d)(1) Agreement and Plan of Merger, dated as of August 8, 2000, among
Smurfit-Stone Container Corporation, SCC Merger Co. and Stone Container
Corporation, attached as Annex A to the Registration Statement.*
(d)(2) Voting Agreement, dated as of August 8, 2000, among Smurfit-Stone
Container Corporation, Stone Container Corporation, Mariner Investment
Group Inc., Delta Dividend Group, Inc., Mark Weissman and David Gale,
attached as Annex F to the Registration Statement.*
(f) Section 262 of the Delaware General Corporation Law.**
(g) None.
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*Incorporated by reference to the Registration Statement on Form S-4 filed by
Smurfit-Stone Container Corporation on September 22, 2000.
** Incorporated by reference to the original Schedule 13E-3 filed by
Smurfit-Stone Container Corporation on August 11, 2000.
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