- Current report filing (8-K)
December 23 2009 - 2:05PM
Edgar (US Regulatory)
UNITED STATES
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):
December 22, 2009
SMURFIT-STONE CONTAINER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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0-23876
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43-1531401
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(State or other jurisdiction of
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(Commission
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(I.R.S. Employer
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incorporation or organization)
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File Number)
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Identification No.)
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222
North LaSalle Street
Chicago,
Illinois 60601
(Address of principal executive offices) (Zip Code)
(312) 346-6600
(Registrants telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written
communications pursuant to Rule 425 under the Securities Act.
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act.
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act.
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act.
Item 5.02
Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers.
Smurfit-Stone Container
Corporation (the Company) announced Tuesday
, December 22, 2009
that Patrick J. Moore, the Companys Chairman
and Chief Executive Officer, has notified the Companys Board of Directors that
he intends to retire within one year following the Companys emergence from its
Chapter 11 proceedings.
A copy of the
Companys press
release is attached hereto as Exhibit 99.1.
Item 8.01.
Other Events.
The
Company also announced Tuesday, December 22, 2009 that it filed a revised
version of the
Joint
Plan of Reorganization and Plan of Compromise and Arrangement (the POR)
and Disclosure
Statement filed with the
United States Bankruptcy Court for the District of Delaware
on December 1,
2009. The POR contemplates that the Debtors
would emerge from Chapter 11 protection in early Spring 2010.
Item
9.01.
Financial
Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
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Description
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99.1
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Press
Release dated December 22, 2009.
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Forward-looking statements
This Current Report on Form 8-K (including the exhibits) may
contain forward-looking statements within the meaning of the federal securities
laws, including statements regarding the intent, belief or current expectations
of the Company and its management which are made with words such as will, expect,
believe, and similar words. These forward-looking statements involve a number
of risks, uncertainties and other factors, which may cause the actual results
to be materially different from those expressed or implied in the
forward-looking statements. Important factors that could cause the actual
results of operations or financial condition of the Company to differ from
expectations include: (i) the Companys ability to continue as a going
concern; (ii) the ability of the Company to operate pursuant to the terms of
the Companys debtor-in-possession credit agreement, as amended; (iii) the
Companys ability to obtain court approval with respect to motions in its
Chapter 11 cases; (iv) the ability of the Company to confirm and consummate the POR; (v) the
ability of the Company to obtain and maintain normal terms with vendors and
service providers; (vi) the Companys ability to maintain contracts that
are critical to its operations; (vii) the potential adverse impact of its
Chapter 11 cases on the Companys liquidity or results of operations; (viii) the
ability of the Company to fund and execute its business plan; (ix) the
ability of the Company to attract, motivate and/or retain key executives and
employees; and (x) other risks and factors regarding the Company described
in the Companys Annual Report on Form 10-K for the year ended December 31,
2008, as updated from time to time in the Companys SEC filings, and in the
Disclosure Statement. The Company does not intend to review, revise, or update
any particular forward-looking statements in light of future events.
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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.
Dated:
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December 23, 2009
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SMURFIT-STONE
CONTAINER CORPORATION
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By:
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/s/
Craig A. Hunt
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Name:
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Craig A. Hunt
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Title:
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Senior Vice President,
Secretary and General Counsel
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3
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