SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):July 14, 2004
STONE CONTAINER CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) | 1-3439 (Commission File Number) | 36-2041256 (I.R.S. Employer 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)
N/A
(Former name or former address, if changed since last report)
Item 9. Regulation FD Disclosure.*
Stone Container Corporation ("Stone Container"), a wholly-owned subsidiary of Smurfit-Stone Container Corporation ("Smurfit-Stone"), expects to merge its operations with the operations of Jefferson Smurfit Corporation (U.S.) ("JSC (U.S.)") in the near future, principally to simplify and consolidate debt financing activities of Smurfit-Stone and its subsidiaries. In connection with the proposed merger, JSC (U.S.) is expected to first merge with its parent holding company, JSCE, Inc. ("JSCE"). As part of the proposed merger, the current revolving credit facilities of each of JSC (U.S.) and Stone Container, which mature in 2005, are expected to be refinanced into a single revolving credit facility.
Based on historical financial results, consummation of the proposed merger currently would require the consent of a majority of the holders of JSC (U.S.)'s 81/4% Senior Notes due 2012 and 71/2% Senior Notes due 2013 to amend certain covenants in the indentures governing such notes. In addition, Stone Container currently does not expect to consummate the proposed merger unless it simultaneously enters into the new revolving credit facility. There can be no assurance that the new revolving credit facility will be entered into or that the proposed merger will be consummated. See "Unaudited Pro Forma Condensed Consolidated Financial Data," which is attached hereto as Exhibit 99.1, for a discussion of the expected financial impact of the proposed merger and a proposed offering of new senior notes on Stone Container's business and results of operations.
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 | |||
Dated: July 14, 2004 | By: | /s/ CRAIG A. HUNT | |
| Name: Craig A. Hunt Title: Vice President, Secretary and General Counsel | |||
| Exhibit No. | Description | |
|---|---|---|
| 99.1* | Unaudited Pro Forma Condensed Consolidated Financial Data. |
