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1998 Annual Report

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                                    PART IV
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    ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
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(a)     (1) and (2) The list of Financial Statements and Financial Statement
        Schedules required by this item is included in Item 8.
        (3) Exhibits.
2.1     Agreement and Plan of Merger dated as of May 10, 1998, as amended, among
        SSCC, Stone and JSC Acquisition (incorporated by reference to Exhibit
        2(a) to SSCC's Registration Statement on Form S-4 (File No. 333-65431)).
2.2     Stock Purchase Agreement dated as of May 10, 1998 among SIBV, JSG,
        MSLEF, SSCC and certain other shareholders of SSCC (incorporated by
        reference to Exhibit 2(b) to SSCC's Registration Statement on Form S-4
        (File No. 333-65431)).
2.3     Asset Purchase Agreement dated as of May 10, 1998 between SSCC and
        Smurfit Packaging Corporation (incorporated by reference to Exhibit 2(c)
        to SSCC's Registration Statement on Form S-4 (File No. 333-65431)).
3.1     Form of Restated Certificate of Incorporation of SSCC (incorporated by
        reference to Exhibit 3(a) to SSCC's Registration Statement on Form S-4
        (File No. 333-65431)).
3.2     Form of Restated Bylaws of SSCC (incorporated by reference to Exhibit
        3(b) to SSCC's Registration Statement on Form S-4 (File No. 333-65431)).
4.1     Certificate for SSCC's Common Stock (incorporated by reference to
        Exhibit 4.3 to SSCC's Registration Statement on Form S-8 (File No.
        33-57085)).
Indentures and other debt instruments with respect to long-term debt, none of
which exceeds 10 percent of the total assets of SSCC and its subsidiaries on a
consolidated basis, are not filed herewith. The Registrant agrees to furnish a
copy of such documents to the Commission upon request. 
10.1    Subscription Agreement among SSCC, JSC (U.S.), CCA and SIBV
        (incorporated by reference to Exhibit 10.4 to SSCC's Quarterly Report on
        Form 10-Q for the quarter ended March 31, 1994).
10.2(a) Restated Newsprint Agreement, dated January 1, 1990, by and between SNC
        and Times Mirror (incorporated by reference to Exhibit 10.39 to JSC (U.S.)'s
        Annual Report on Form 10-K for the fiscal year ended December 31, 1990).
        Portions of this exhibit have been excluded pursuant to Rule 24b-2 of
        the Securities Exchange Act of 1934, as amended.
10.2(b) Amendment No. 1 to the Restated Newsprint Agreement (incorporated by
        reference to Exhibit 10.6(b) to SSCC's Registration Statement on Form
        S-1 (File No. 33-75520)). 
10.3*   JSC (U.S.) Deferred Compensation Plan as amended (incorporated by
        reference to Exhibit 10.7 to SSCC's Annual Report on Form 10-K for the
        fiscal year ended December 31, 1996). 
10.4*   JSC (U.S.) Management Incentive Plan (incorporated by reference to
        Exhibit 10.10 to SSCC's Annual Report on Form 10-K for the fiscal year
        ended December 31, 1995). 
10.5*   Jefferson Smurfit Corporation Amended and Restated 1992 Stock Option
        Plan dated as of May 1, 1997 (incorporated by reference to Exhibit 10.10
        to SSCC's Annual Report on Form 10-K for the fiscal year ended December
        31, 1997). 
10.6    Amended and Restated Credit Agreement, dated as of November 18, 1998,
        among SSCC, JSCE, JSC (U.S.) and the banks party thereto.
10.7(a) Term Loan Agreement dated as of February 23, 1995 among JS Finance and
        Bank Brussels Lambert, New York Branch (incorporated by reference to
        Exhibit 10.1 to SSCC's Quarterly Report on Form 10-Q for the quarter
        ended March 31, 1995). 
10.7(b) Depositary and Issuing and Paying Agent Agreement (Series A Commercial
        Paper) as of February 23, 1995 (incorporated by reference to Exhibit
        10.2 to SSCC's Quarterly Report on Form 10-Q for the quarter ended March
        31, 1995).
10.7(c) Depositary and Issuing and Paying Agent Agreement (Series B Commercial
        Paper) as of February 23, 1995 (incorporated by reference to Exhibit
        10.3 to SSCC's Quarterly Report on Form 10-Q for the quarter ended March
        31, 1995).
                                                            
10.7(d)   Receivables Purchase and Sale Agreement dated as of February 23, 1995
          among JSC (U.S.), as the Initial Servicer and JS Finance, as the
          Purchaser (incorporated by reference to Exhibit 10.4 to SSCC's
          Quarterly Report on Form 10-Q for the quarter ended March 31, 1995).
10.7(e)   Liquidity Agreement dated as of February 23, 1995 among JS Finance,
          the Financial Institutions party thereto as Banks, Bankers Trust
          Company, as Facility Agent and Bankers Trust Company as Collateral
          Agent (incorporated by reference to Exhibit 10.6 to SSCC's Quarterly
          Report on Form 10-Q for the quarter ended March 31, 1995).
10.7(f)   Commercial Paper Dealer Agreement dated as of February 23, 1995 among
          BT Securities Corporation, MS&Co., JSC (U.S.) and JS Finance
          (incorporated by reference to Exhibit 10.7 to SSCC's Quarterly Report
          on Form 10-Q for the quarter ended March 31, 1995).
10.7(g)   Addendum dated March 6, 1995 to Commercial Paper Dealer Agreement
          (incorporated by reference to Exhibit 10.8 to SSCC's Quarterly Report
          on Form 10-Q for the quarter ended March 31, 1995).
10.7(h)   First Omnibus Amendment dated as of March 31, 1996 to the Receivables
          Purchase and Sale Agreement among JSC (U.S.), JS Finance and the Banks
          party thereto (incorporated by reference to Exhibit 10.3 to SSCC's
          Quarterly Report on Form 10-Q for the quarter ended June 30, 1996).
10.7(i)   Affiliate Receivables Sale Agreement dated as of March 31, 1996
          between SNC and SSCC (incorporated by reference to Exhibit 10.4 to
          SSCC's Quarterly Report on Form 10-Q for the quarter ended June 30,
          1996).
10.7(j)   Amendment No. 2 dated as of August 19, 1997 to the Term Loan Agreement
          among JS Finance and Bank Brussels Lambert, New York Branch and JSC
          (U.S.) as Servicer (incorporated by reference to Exhibit 10.12(j) to
          SSCC's Annual Report on Form 10-K for the fiscal year ended December
          31, 1997).
10.7(k)   Amendment No. 2 dated as of August 19, 1997 to the Receivables
          Purchase and Sale Agreement among JSC (U.S.) as the Seller and
          Servicer and JS Finance as the Purchaser, Bankers Trust Company as
          Facility Agent and Bank Brussels Lambert, New York Branch as the Term
          Bank (incorporated by reference to Exhibit 10.12(k) to SSCC's Annual
          Report on Form 10-K for the fiscal year ended December 31, 1997).
10.7(l)   Amendment No. 2 dated as of August 19, 1997 to the Liquidity Agreement
          among JS Finance, Bankers Trust Company as Facility Agent, JSC (U.S.)
          as Servicer, Bank Brussels Lambert, New York Branch as Term Bank and
          the Financial Institutions party thereto as Banks (incorporated by
          reference to Exhibit 10.12(l) to SSCC's Annual Report on Form 10-K for
          the fiscal year ended December 31, 1997).
10.8(a)   Amended and Restated Credit Agreement dated as of November 18, 1998
          among Stone, the Financial Institutions signatory thereto, and Bankers
          Trust Company, as agent, (incorporated by reference to Exhibit 15 to
          Stone Container Corporation's Report on Form 8-A/A dated November 18,
          1998).
10.8(b)   First Amendment of Amended and Restated Credit Agreement dated as of
          March 23, 1999, among Stone, the Financial Institutions signatory
          thereto, and Bankers Trust Company, as agent (incorporated by
          reference to Exhibit 4(b)(ii) to Stone Container Corporation's Annual
          Report on Form 10-K for the fiscal year ended December 31, 1998).
10.9*     Consulting Agreement dated as of October 24, 1996 by and between James
          E. Terrill and JSC (U.S.) (incorporated by reference to Exhibit 10.15
          to SSCC's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996).
10.10     Standstill Agreement dated as of May 10, 1998, as amended, among JSG,
          MSLEF and SSCC (incorporated by reference to Exhibit 10(a) to SSCC's
          Registration Statement on Form S-4 (File No. 333-65431)).
10.11(a)  Letter Agreement dated as of May 10, 1998 between SIBV and Stone
          (incorporated by reference to Exhibit 10(b) to SSCC's Registration
          Statement on Form S-4 (File No. 333-65431)).
10.11(b)  Letter Agreement dated as of May 10, 1998 between MSLEF and Stone
          (incorporated by reference to Exhibit 10(c) to SSCC's Registration
          Statement on Form S-4 (File No. 333-65431)).
10.11(c)  Letter Agreement dated as of May 10, 1998 between Mr. Roger W. Stone
          and SSCC (incorporated by reference to Exhibit 10(d) to SSCC's
          Registration Statement on Form S-4 (File No. 333-65431)).
10.12     Registration Rights Agreement dated as of May 10, 1998 among MSLEF,
          SIBV, SSCC and the other parties identified on the signature pages
          thereto (incorporated by reference to Exhibit 10(e) to SSCC's
          Registration Statement on Form S-4 (File No. 333-65431)).
10.13     Voting Agreement dated as of May 10, 1998, as amended, among SIBV,
          MSLEF and Mr. Roger W. Stone (incorporated by reference to Exhibit
          10(f) to SSCC's Registration Statement on Form S-4 (File No.
          333-65431)).
10.14*    SSCC 1998 Long Term Incentive Plan.
10.15*    Forms of Employment Security Agreements (incorporated by reference to
          Exhibit 10(h) to SSCC's Registration Statement on Form S-4 (File No.
          333-65431)).
                                                      
10.16*  Management Incentive Plan (incorporated by reference to Exhibit 10(b) to
        Stone Container Corporation's Annual Report on Form 10-K for the fiscal
        year ended December 31, 1980).
10.17*  Stone Container Corporation Directors' Deferred Compensation Plan
        (incorporated by reference to Exhibit 10(b) to Stone Container
        Corporation's Annual Report on Form 10-K for the fiscal year ended
        December 31, 1997).
10.18*  Stone Container Corporation 1982 Incentive Stock Option Plan
        (incorporated by reference to Appendix A to the Prospectus included in
        Stone Container Corporation's Form S-8 Registration Statement,
        Registration Number 2-79221, effective September 27, 1982).
10.19*  Stone Container Corporation 1993 Stock Option Plan, (incorporated by
        reference to Appendix A to Stone Container Corporation's Proxy Statement
        dated as of April 10, 1992).
10.20*  Stone Container Corporation Deferred Income Savings Plan, as amended,
        (incorporated by reference to Exhibit 4.3 to Stone Container
        Corporation's Form S-8 Registration Statement, Registration Number
        333-42087).
10.21*  Stone Container Corporation 1992 Long-Term Incentive Program,
        (incorporated by reference to Exhibit A to Stone Container Corporation's
        Proxy Statement dated as of April 11, 1991).
10.22*  Stone Container Corporation 1995 Long-Term Incentive Plan, (incorporated
        by reference to Exhibit A to Stone Container Corporation's Proxy
        Statement dated as of April 7, 1995).
10.23*  Stone Container Corporation 1995 Key Executive Officer Short-Term
        Incentive Plan, (incorporated by reference to Exhibit B to Stone
        Container Corporation's Proxy Statement dated as of April 7, 1995).
10.24*  Form of Severance Agreement, dated July 22, 1996, entered into between
        Stone Container Corporation and Roger W. Stone, (incorporated by
        reference to Exhibit 10(j) to Stone Container Corporation's Annual
        Report on Form 10-K for the fiscal year ended December 31, 1996).
10.25*  Form of Severance Agreement, dated July 22, 1996, entered into between
        Stone Container Corporation and John D. Bence, Thomas W. Cadden, Matthew
        S. Kaplan and Randolph C. Read (incorporated by reference to Exhibit
        10(k) to Stone Container Corporation's Annual Report on Form 10-K for
        the fiscal year ended December 31, 1996).
10.26*  Employment Agreement, dated November 18, 1998, entered into between SSCC
        and Harold D. Wright.
10.27*  Fee and Expense Reimbursement Letter dated October 2, 1998 between SSCC
        and JSG.
10.28   Management Services Agreement, dated January 1, 1993, by and between
        SSCC, Smurfit Packaging Corporation and SNC.
10.29   Management Services Agreement, dated January 1, 1993, by and between
        SSCC and Smurfit Packaging Corporation.
10.30   Management Services Agreement, dated January 1, 1993, by and between
        SSCC and Sequoia Pacific Voting Equipment, Inc.
10.31   Pension and Insurance Services Agreement, dated January 1, 1997, by
        and between SSCC and Smurfit Packaging Corporation.
10.32   Pension and Insurance Services Agreement, dated January 1, 1997, by and
        between SSCC and Smurfit Latin America, a division of Smurfit Packaging
        Corporation.
21.1    Subsidiaries of SSCC.
23.1    Consent of Independent Auditors.
24.1    Powers of Attorney.
27.1    Financial Data Schedule.
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*Indicates a management contract or compensation plan or arrangement.
        (b)  Report on Form 8-K.
             There were no Form 8-K filings during the three months ended
             December 31, 1998.
             The Company filed Form 8-K on February 11, 1999 regarding Mr. Roger
             W. Stone's announcement of his resignation as President, Chief
             Executive Officer and Director of the Company, effective March 31,
             1999 and the appointment by the Board of Directors of Mr. Raymond
             M. Curran to succeed Mr. Stone. 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
DATE    March 31, 1999               SMURFIT-STONE CONTAINER CORPORATION
    --------------------             -----------------------------------
                                                  (Registrant)
 
                                     BY      /s/ Patrick J. Moore
                                        ------------------------------
                                               Patrick J. Moore
                                     Vice-President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant in
the capacities and on the date indicated.
      SIGNATURE                      TITLE                                            DATE
      ---------                      -----                                            ----
                           *         Chairman of the Board 
- -----------------------------        and Director
Michael W. J. Smurfit                
                           *         President and Chief Executive Officer 
- ----------------------------         and Director (Principal Executive Officer)
Ray M. Curran                        
/s/ Patrick J. Moore                 Vice-President and Chief Financial            March 31, 1999
- ----------------------------         Officer (Principal Financial Officer)
Patrick J. Moore                
/s/ Paul K. Kaufmann                 Vice-President and Corporate Controller       March 31, 1999
- ----------------------------         (Principal Accounting Officer)
Paul K. Kaufmann            
                           *         Director
- ----------------------------
Dionisio Garza
                           *         Director
- ----------------------------
Richard A. Giesen
                           *         Director
- ----------------------------
Alan E. Goldberg
                           *         Director
- ----------------------------
Richard W. Graham 
                           *         Director
- ----------------------------
Matthew S. Kaplan
                           *         Director
- ----------------------------
James J. O'Connor
                           *         Director
- ----------------------------
Jerry K. Pearlman
                           *         Director
- ----------------------------
Thomas A. Reynolds, III
                           *         Director
- ----------------------------
Dermot F. Smurfit
                           *         Director
- ----------------------------
Roger W. Stone 
*By /s/ Patrick J. Moore    ,        pursuant to Powers of Attorney filed as 
- ----------------------------         a part of the Form 10-K.
Patrick J. Moore 
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