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Copyright © 2000 Smurfit-Stone Container Corporation
Smurfit-Stone Proposes Exchange Of Stone Series E
CHICAGO, IL, August 9, 2000 Smurfit-Stone Container Corporation (Nasdaq: SSCC) announced today that is proposing to exchange approximately 4.6 million shares of a newly authorized class of its preferred stock, plus cash, for the outstanding shares of Series E Cumulative Convertible Exchangeable Preferred Stock of Stone Container Corporation.
Specifically, Smurfit-Stone is proposing a transaction in which each outstanding share of Series E Preferred Stock of Stone Container will be exchanged for one share of Series A Cumulative Exchangeable Redeemable Convertible Preferred Stock of Smurfit-Stone, plus an amount in cash equal to the accrued and unpaid dividends on each share of Series E Preferred Stock (less certain transaction-related expenses of $.12 per share). As of June 30, 2000, the accrued and unpaid dividends on each share of Series E Preferred Stock was $5.6875. Restrictions contained in Stone Container's debt agreements have prohibited the payment of any dividend on such stock since February 1997. The transaction has been approved by the boards of both Smurfit-Stone and Stone Container.
Commenting on the proposed transaction, Ray Curran, president and chief executive officer of Smurfit-Stone said, "We are pleased to present this transaction for approval by holders of the Series E Preferred Stock and to follow through on our commitment to address the dividend arrearage relating to such shares. If approved, the transaction will eliminate the arrearage and simplify our capital and ownership structure, resulting in benefits to all of our stockholders."
The Series A Preferred Stock to be issued in the proposed transaction will have terms substantially similar to the terms of the Series E Preferred, except that dividends will be payable in cash or, at Smurfit-Stone's election in certain circumstances, additional shares of Series A Preferred Stock, and on February 15, 2012, the Series A Preferred Stock will be subject to mandatory redemption at a price of $25 per share payable in cash or, at Smurfit-Stone's option, shares of common stock of Smurfit-Stone. In addition, except to the extent required by law, the Series A Preferred Stock will be non-voting. The Series A Preferred Stock will be quoted on the Nasdaq National Market.
Completion of the transaction is subject to, among other things, approval by holders of two-thirds of the outstanding Series E Preferred Stock. In connection with the proposed transaction, David Gale and Mark Weissman, who serve on the board of directors of Stone Container as designees of the holders of the Series E Preferred Stock, and certain of their affiliates, and who collectively own approximately 14.1 percent of the Series E Preferred stock, have agreed to vote their shares in favor of the proposed transaction. Smurfit-Stone anticipates that the transaction will be completed in the fourth quarter of this year.
A form S-4 registration statement detailing the terms and conditions
of the proposed transaction will be filed with the Securities and Exchange
Commission. Holders of Stone Container's Series E Preferred Stock may
obtain a free copy of the proxy statement/prospectus, when it becomes
available, and other documents filed by Smurfit-Stone and Stone Container
at the Commission's web site or from Smurfit-Stone or Stone Container
by directing such request in writing or by telephone to: Corporate Secretary,
Smurfit-Stone Container Corporation, 150 N. Michigan Ave., Chicago, IL,
60601-7568, (312) 346-6600.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Smurfit-Stone Container Corporation is the premier
manufacturer of paper- and paperboard-based packaging. Smurfit-Stone holds
industry-leading positions in the production of containerboard (including
white-top linerboard and recycled medium), corrugated containers, industrial
bags, and clay-coated recycled boxboard; and is the world's largest paper
recycler. In addition, Smurfit-Stone is a leading producer of folding
cartons, solid bleached sulfate, paper tubes and cores, and labels. The
company operates more than 300 facilities worldwide and employs approximately