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1998 Annual Report

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                       Securities and Exchange Commission
                             Washington, D.C. 20549
                                   Form 10-K
(X) Annual Report Pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934
    For the fiscal year ended December 31, 1998
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934
    For the transition period from _______________ to _________________
Commission file number 0-23876
                      Smurfit-Stone Container Corporation
             (Exact name of registrant as specified in its charter)
             Delaware                                     43-1531401
(State of incorporation or organization)        (I.R.S. Employer Identification)
     150 North Michigan Avenue
            Chicago, IL                                      60601
 (Address of principal executive offices)                 (Zip Code)
                 Registrant's Telephone Number: (312) 346-6600
                 ---------------------------------------------
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock $.01 par value
                          ---------------------------
                                 Title of Class
Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes  X    No
                                       ---      ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of January 31, 1999: approximately $3.5 billion
The number of shares outstanding of the registrant's common stock as of January
31, 1999: 215,014,063
DOCUMENTS INCORPORATED BY REFERENCE:                         Part of Form 10-K
                                                                Into Which
                                                                Document is
                 Document                                      Incorporated
                 --------                                      ------------
Sections of the Registrant's Proxy Statement for the
Annual Meeting of Stockholders to be held on May 27, 1999          III

                      SMURFIT-STONE CONTAINER CORPORATION
                           ANNUAL REPORT ON FORM 10-K
                               December 31, 1998
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                               TABLE OF CONTENTS
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                                                                        Page No.
PART I 
Item  1.        Business .................................................    1
Item  2.        Properties ...............................................    6
Item  3.        Legal Proceedings ........................................    7
Item  4.        Submission of Matters to a Vote of Security Holders ......   11
PART II
Item  5.        Market for Registrant's Common Equity and Related
                   Stockholder Matters ...................................   11
Item  6.        Selected Financial Data ..................................   12
Item  7.        Management's Discussion and Analysis of Financial
                   Condition and Results of Operations ...................   13
Item 7a.        Quantitative and Qualitative Disclosures About
                   Market Risk ...........................................   22
Item  8.        Financial Statements and Supplementary Data ..............   24
Item  9.        Changes in and Disagreements with Accountants
                   on Accounting and Financial Disclosure ................   52
PART III
Item 10.        Directors and Executive Officers of the Registrant .......   52
Item 11.        Executive Compensation ...................................   52
Item 12.        Security Ownership of Certain Beneficial Owners
                   and Management ........................................   52
Item 13.        Certain Relationships and Related Transactions ...........   52
PART IV
Item 14.        Exhibits, Financial Statement Schedules and 
                   Reports On Form 8-K ...................................   53
FORWARD LOOKING STATEMENTS
Except for the historical information contained in this Annual Report on Form
10-K, certain matters discussed herein, including (without limitation) under
Part I, Item 1, "Business -- Environmental Compliance", under Part 1, Item 3,
"Legal Proceedings" and under Part II, Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations," contain forward
looking statements, as that term is defined in the Private Securities Reform
Act of 1995. This document contains certain forward-looking statements within
the meaning of Section 21 E of the Securities Exchange Act of 1934, as amended,
about Smurfit-Stone Container Corporation. Although the Company believes that,
in making any such statements, its expectations are based on reasonable
assumptions, any such statement may be influenced by factors that could cause
actual outcomes and results to be materially different from those projected.
When used in this document, the words "anticipates," "believes," "expects,"
"intends," and similar expressions as they relate to Smurfit-Stone Container
Corporation or its management are intended to identify such forward-looking
statements. These forward-looking statements are subject to numerous risks and
uncertainties. Important factors that could cause actual results to differ
materially from those in forward-looking statements, certain of which are beyond
the control of Smurfit-Stone Container Corporation, include: the impact of
general economic conditions in the U.S. and Canada and in other countries in
which Smurfit-Stone Container Corporation and its subsidiaries currently do
business (including Asia, Europe and Latin and South America); industry
conditions, including competition and product and raw material prices;
fluctuations in exchange rates and currency values; capital expenditure
requirements; legislative or regulatory requirements, particularly concerning
environmental matters; interest rates; access to capital markets; the timing of
and value received in connection with asset divestitures; and obtaining required
approvals, if any, of debt holders. The actual results, performance or
achievement by Smurfit-Stone Container Corporation could differ materially from
those expressed in, or implied by, these forward-looking statements and,
accordingly, no assurances can be given that any of the events anticipated by
the forward-looking statements will transpire or occur, or if any of them do so,
what impact they will have on the results of operations and financial condition
of Smurfit-Stone Container Corporation.
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