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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): November 18, 1998
JSCE, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 11951 37-1337160
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
150 North Michigan Avenue
Chicago, Illinois 60601-7568
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(Address of Principal Executive Offices) (Zip Code)
(312) 346-6600
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(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 5. Other Events
On May 18, 1998, Jefferson Smurfit Corporation, a Delaware
corporation ("JSC") consummated the merger (the "Merger") of JSC Acquisition
Corporation, a Delaware corporation and a wholly owned subsidiary of JSC
("Merger Sub") with and into Stone Container Corporation, a Delaware
corporation ("Stone"). JSC has no operations other than its investment in
JSCE Inc. ("JSCE"), a wholly owned subsidiary of JSC. JSCE owns a 100% equity
interest in Jefferson Smurfit Corporation (U.S.) ("JSCUS") and is the
guarantor of JSCUS' 11 1/4% Series A Senior Notes due 2004, 10 3/4% Series B
Senior Notes due 2002 and 9 3/4% Senior Notes due 2003. JSCE has no
operations other than its investment in JSCUS. JSCUS has extensive operations
throughout the United States.
With respect to information relating to the Merger, JSCE and
JSCUS hereby incorporate by reference the following documents filed by JSC:
Joint Proxy Statement/Prospectus, with respect to pages 1-94
and the section "Additional Information Regarding Stone-
Recent Developments" on pages 95-96, dated as of October 8,
1998.
Prospectus with respect to the section "Recent Developments"
on pages 4-5, dated as of November 9, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a)--(b) Not applicable.
(c) Exhibits.
20.1 Joint Proxy Statement and Prospectus dated as of
October 8, 1998 filed by Jefferson Smurfit
Corporation and Stone Container Corporation with
respect to pages 1-94, and the section "Additional
Information Regarding Stone-Recent Developments" on
pages 95-96.
20.2 Prospectus dated as of November 9, 1998 filed by Jefferson
Smurfit Corporation, with respect to the section "Recent
Developments" on pages 4-5.
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.
JSCE, INC.
Dated: November 18, 1998 By:/s/ Charles A. Hinrich
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Name: Charles A. Hinrich
Title: Vice President and Treasurer
EXHIBIT INDEX
Exhibit Sequentially
Number Description of Exhibit Numbered Page
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20.1 Joint Proxy Statement and Prospectus dated as of
October 8, 1998 filed by Jefferson Smurfit
Corporation and Stone Container Corporation with
respect to pages 1-94, and the section "Additional
Information Regarding Stone-Recent Developments" on
pages 95-96.
20.2 Prospectus dated as of November 9, 1998 filed by Jefferson
Smurfit Corporation, with respect to the section "Recent
Developments" on pages 4-5.