UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

Smurfit-Stone Container Corporation
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

832727101
(CUSIP Number)

David Zemel
c/o Venor Capital Management LP
7 Times Square
New York, New York 10036

with a copy to:

Eleazer N. Klein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
(212) 756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

January 22, 2010
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

(Page 1 of 13 Pages) 

----------------------------- ----------------------------
CUSIP No. 832727101 SCHEDULE 13D Page 2 of 13 Pages
----------------------------- ----------------------------

 1 NAME OF REPORTING PERSON

 Venor Capital Master Fund Ltd.
-------------------------------------------------------------------------------
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|

-------------------------------------------------------------------------------
 3 SEC USE ONLY
-------------------------------------------------------------------------------
 4 SOURCE OF FUNDS

 WC
-------------------------------------------------------------------------------
 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
 TO ITEMS 2(d) or 2(e) |_|
-------------------------------------------------------------------------------
 6 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands
-------------------------------------------------------------------------------
 NUMBER OF 7 SOLE VOTING POWER

 SHARES 0
 ----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER

 OWNED 3,950,000
 ----------- -----------------------------------------------------
 BY EACH 9 SOLE DISPOSITIVE POWER

 REPORTING 0
 ----------- -----------------------------------------------------
 PERSON 10 SHARED DISPOSITIVE POWER

 3,950,000
------------------------- -----------------------------------------------------
 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 3,950,000
-------------------------------------------------------------------------------
 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
 SHARES |X| (1)
-------------------------------------------------------------------------------
 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 1.5% (see Item 4)
-------------------------------------------------------------------------------
 14 TYPE OF REPORTING PERSON
 OO
-------------------------------------------------------------------------------
(1) This filing does not reflect any shares of Common Stock (as defined herein)
that may be deemed to be beneficially owned by the Reporting Persons (as defined
herein) as a result of membership in a "group" within the meaning of Section
13(d) of the Securities Exchange Act of 1934, as amended, as discussed in Item
4, and the Reporting Persons expressly disclaim such membership.


----------------------------- ----------------------------
CUSIP No. 832727101 SCHEDULE 13D Page 3 of 13 Pages
----------------------------- ----------------------------

 1 NAME OF REPORTING PERSON

 Venor Capital Management LP

-------------------------------------------------------------------------------
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|

-------------------------------------------------------------------------------
 3 SEC USE ONLY
-------------------------------------------------------------------------------
 4 SOURCE OF FUNDS

 AF
-------------------------------------------------------------------------------
 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
 TO ITEMS 2(d) or 2(e) |_|
-------------------------------------------------------------------------------
 6 CITIZENSHIP OR PLACE OF ORGANIZATION
 Delaware
-------------------------------------------------------------------------------
 NUMBER OF 7 SOLE VOTING POWER

 SHARES 0
 ----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER

 OWNED 3,950,000
 ----------- -----------------------------------------------------
 BY EACH 9 SOLE DISPOSITIVE POWER

 REPORTING 0
 ----------- -----------------------------------------------------
 PERSON 10 SHARED DISPOSITIVE POWER

 3,950,000
------------------------- -----------------------------------------------------
 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 3,950,000
-------------------------------------------------------------------------------
 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
 SHARES |X| (2)
-------------------------------------------------------------------------------
 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 1.5%
-------------------------------------------------------------------------------
 14 TYPE OF REPORTING PERSON
 PN, IA
-------------------------------------------------------------------------------
(2) This filing does not reflect any shares of Common Stock that may be deemed
to be beneficially owned by the Reporting Persons as a result of membership in a
"group" within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended, as discussed in Item 4, and the Reporting Persons expressly
disclaim such membership.


----------------------------- ----------------------------
CUSIP No. 832727101 SCHEDULE 13D Page 4 of 13 Pages
----------------------------- ----------------------------

 1 NAME OF REPORTING PERSON

 Venor Capital Management GP LLC

-------------------------------------------------------------------------------
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|

-------------------------------------------------------------------------------
 3 SEC USE ONLY
-------------------------------------------------------------------------------
 4 SOURCE OF FUNDS

 AF
-------------------------------------------------------------------------------
 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
 TO ITEMS 2(d) or 2(e) |_|
-------------------------------------------------------------------------------
 6 CITIZENSHIP OR PLACE OF ORGANIZATION
 Delaware
-------------------------------------------------------------------------------
 NUMBER OF 7 SOLE VOTING POWER

 SHARES 0
 ----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER

 OWNED 3,950,000
 ----------- -----------------------------------------------------
 BY EACH 9 SOLE DISPOSITIVE POWER

 REPORTING 0
 ----------- -----------------------------------------------------
 PERSON 10 SHARED DISPOSITIVE POWER

 3,950,000
------------------------- -----------------------------------------------------
 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 3,950,000
-------------------------------------------------------------------------------
 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
 SHARES |X| (3)
-------------------------------------------------------------------------------
 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 1.5%
-------------------------------------------------------------------------------
 14 TYPE OF REPORTING PERSON
 OO
-------------------------------------------------------------------------------
(3) This filing does not reflect any shares of Common Stock that may be deemed
to be beneficially owned by the Reporting Persons as a result of membership in a
"group" within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended, as discussed in Item 4, and the Reporting Persons expressly
disclaim such membership.


----------------------------- ----------------------------
CUSIP No. 832727101 SCHEDULE 13D Page 5 of 13 Pages
----------------------------- ----------------------------

 1 NAME OF REPORTING PERSON

 Jeffrey Bersh

-------------------------------------------------------------------------------
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|

-------------------------------------------------------------------------------
 3 SEC USE ONLY
-------------------------------------------------------------------------------
 4 SOURCE OF FUNDS

 AF
-------------------------------------------------------------------------------
 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
 TO ITEMS 2(d) or 2(e) |_|
-------------------------------------------------------------------------------
 6 CITIZENSHIP OR PLACE OF ORGANIZATION
 United States
-------------------------------------------------------------------------------
 NUMBER OF 7 SOLE VOTING POWER

 SHARES 0
 ----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER

 OWNED 3,950,000
 ----------- -----------------------------------------------------
 BY EACH 9 SOLE DISPOSITIVE POWER

 REPORTING 0
 ----------- -----------------------------------------------------
 PERSON 10 SHARED DISPOSITIVE POWER

 3,950,000
------------------------- -----------------------------------------------------
 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 3,950,000
-------------------------------------------------------------------------------
 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
 SHARES |X|(4)
-------------------------------------------------------------------------------
 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 1.5%
-------------------------------------------------------------------------------
 14 TYPE OF REPORTING PERSON
 IN
-------------------------------------------------------------------------------
(4) This filing does not reflect any shares of Common Stock that may be deemed
to be beneficially owned by the Reporting Persons as a result of membership in a
"group" within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended, as discussed in Item 4, and the Reporting Persons expressly
disclaim such membership.


----------------------------- ----------------------------
CUSIP No. 832727101 SCHEDULE 13D Page 6 of 13 Pages
----------------------------- ----------------------------

 1 NAME OF REPORTING PERSON

 Michael Wartell

-------------------------------------------------------------------------------
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|

-------------------------------------------------------------------------------
 3 SEC USE ONLY
-------------------------------------------------------------------------------
 4 SOURCE OF FUNDS

 AF
-------------------------------------------------------------------------------
 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
 TO ITEMS 2(d) or 2(e) |_|
-------------------------------------------------------------------------------
 6 CITIZENSHIP OR PLACE OF ORGANIZATION
 United States
-------------------------------------------------------------------------------
 NUMBER OF 7 SOLE VOTING POWER

 SHARES 0
 ----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER

 OWNED 3,950,000
 ----------- -----------------------------------------------------
 BY EACH 9 SOLE DISPOSITIVE POWER

 REPORTING 0
 ----------- -----------------------------------------------------
 PERSON 10 SHARED DISPOSITIVE POWER

 3,950,000
------------------------- -----------------------------------------------------
 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 3,950,000
-------------------------------------------------------------------------------
 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
 SHARES |X|(5)
-------------------------------------------------------------------------------
 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 1.5%
-------------------------------------------------------------------------------
 14 TYPE OF REPORTING PERSON
 IN
-------------------------------------------------------------------------------
(5) This filing does not reflect any shares of Common Stock that may be deemed
to be beneficially owned by the Reporting Persons as a result of membership in a
"group" within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended, as discussed in Item 4, and the Reporting Persons expressly
disclaim such membership.


----------------------------- ----------------------------
CUSIP No. 832727101 SCHEDULE 13D Page 7 of 13 Pages
----------------------------- ----------------------------

ITEM 1. SECURITY AND ISSUER

 This statement on Schedule 13D relates to the common stock, $0.01 par value
(the "Common Stock"), of Smurfit-Stone Container Corporation, a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at: 222 North LaSalle Street, Chicago, Illinois, 60601.

ITEM 2. IDENTITY AND BACKGROUND

 (a) This statement is filed by the entities and persons listed below,
all of whom together are referred to herein as the "Reporting Persons":

 (i) Venor Capital Master Fund Ltd. ("Venor Capital Master Fund"), a
Cayman Islands company, with respect to Common Stock held by it;

 (ii) Venor Capital Management LP ("Venor Capital Management"), a
Delaware limited partnership, as investment advisor to Venor Capital Master
Fund, with respect to the shares of Common Stock reported in this Schedule 13D
directly held by Venor Capital Master Fund.

 (iii) Venor Capital Management GP LLC ("Venor Capital Management GP") a
Delaware limited liability company, as general partner to Venor Capital
Management with respect to the shares of Common Stock reported in this Schedule
13D held by Venor Capital Master Fund.

 (iv) Jeffrey Bersh, as a managing member of Venor Capital Management
GP, with respect to the shares of Common Stock reported in this Schedule 13D
held by Venor Capital Master Fund.

 (v) Michael Wartell, as a managing member of Venor Capital Management
GP, with respect to the shares of Common Stock reported in this Schedule 13D
held by Venor Capital Master Fund.

 (b) The address of the principal business office of each of the
Reporting Persons other than Venor Capital Master Fund is 7 Times Square, New
York, NY 10036. The address of the principal business office of Venor Capital
Master Fund is c/o International Fund Services (Ireland) Limited, Bishop's
Square, 3rd Floor, Redmond's Hill, Dublin 2, Ireland.

 (c) The principal business of Venor Capital Master Fund is that of a
private investment company. The principal business of Venor Capital Management
is to act as the investment advisor to Venor Capital Master Fund and certain
other investment funds. The principal business of Venor Capital Management GP is
to act as the general partner of Venor Capital Management. The principal
business of each of Jeffery Bersh and Michael Wartell is serving as a managing
member of Venor Capital Management GP.

 (d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

 (e) None of the Reporting Persons has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

 (f) The citizenship of Venor Capital Master Fund, Venor Capital
Management and Venor Capital Management GP is set forth above. Jeffrey Bersh and
Michael Wartell are United States citizens.


----------------------------- ----------------------------
CUSIP No. 832727101 SCHEDULE 13D Page 8 of 13 Pages
----------------------------- ----------------------------

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 The Common Stock purchased by Venor Capital Master Fund was acquired
with working capital in open market transactions at an aggregate cost (including
commissions, if any) of approximately $1,098,683.86.

Item 4. Purpose of Transaction

 The Reporting Persons originally acquired the shares of Common Stock
for investment in the ordinary course of business because they believed that the
shares, when purchased, represented an attractive investment opportunity.

 On January 26, 2009 the Issuer and certain of its subsidiaries filed a
voluntary petition (the "Proceeding") for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware (the "U.S. Court") before the Honorable Brendan Linehan Shannon. The
United States Trustee in the Proceeding has denied a request by a holder of the
Common Stock and the Issuer's preferred stock to form an official equity
committee to represent the interests of equity holders in the Proceeding on
matters before the U.S. Court. On August 20, 2009, this holder filed a motion
for the appointment of an equity committee, joined in by other holders of the
Issuer's Common Stock. The U.S. Court held an initial hearing on the motion on
September 21, 2009 and then conducted an evidentiary hearing on the matter on
December 4, 2009. On December 10, 2009, the U.S. Court issued a Memorandum
Opinion denying the motion.

 On December 1, 2009 the Issuer announced that it and each of its
subsidiaries and affiliates acting as debtors in possession under Chapter 11 of
the United States Bankruptcy Code, filed a Joint Plan of Reorganization and Plan
of Compromise and Arrangement (the "Plan") and Disclosure Statement (the
"Disclosure Statement") with the U.S. Court. The Plan provides, among other
things, that (i) all holders of Common Stock will receive no payment in the
Proceedings, (ii) all existing shares of Common Stock will be cancelled and
(iii) all of the new shares of Common Stock issued following confirmation of the
Plan will be issued to certain of the Issuer's creditors, subject to dilution
for shares held for management and employees.

 On January 22, 2010 the Reporting Persons engaged legal counsel to
submit an objection to the adequacy of the Issuer's proposed Disclosure
Statement to the U.S. Court. Certain other holders of the Issuer's Common Stock
joined in this engagement solely for the purpose of sharing the expenses of
advisors and to facilitate the objections in the Proceeding (the other holders
currently party to such joint representation, the "Other Holders").

 It is expected that additional advisors will be retained to undertake
certain information and diligence projects, to assist the Reporting Persons and
the Other Holders in prosecuting their rights in the U.S. Court and to conduct
additional analyses of the business, operations, management, strategy,
bankruptcy case and future plans of the Issuer which may include, among other
things, determination of potential strategic alternatives to the pending Plan.
The Reporting Persons have previously approached unaffiliated professionals and
advisors to discuss potential strategic alternatives including alternatives to
the Plan. As of this date, the Reporting Persons have no definitive plans or
proposals with regard to an alternative to the Plan, and the Reporting Persons
intend to continue to pursue their objections to the Issuer's proposed Plan in
the U.S. Court.


----------------------------- ----------------------------
CUSIP No. 832727101 SCHEDULE 13D Page 9 of 13 Pages
----------------------------- ----------------------------

 As a result of the actions undertaken on behalf of the Reporting
Persons and the Other Holders as stated above, the Reporting Persons may be
deemed members of a "group" within the meaning of Section 13(d) of the
Securities Exchange Act of 1934, as amended, with one or more of the Other
Holders. Based on information and belief, the current Other Holders are entities
managed by Fir Tree, Inc. and P. Schoenfeld Asset Management LP. The Reporting
Persons expressly disclaim membership in a group with the Other Holders or any
other person.

 If the Reporting Persons were found to be members of a group with the
Other Holders, then based on information and belief, the aggregate number of
shares of Common Stock beneficially owned by such group would be 22,945,000 or
approximately 8.9% of the Issuer's Common Stock.

 Except as set forth herein or as would occur upon completion of any of
the actions discussed herein, none of the Reporting Persons has any plans or
proposals which relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule
13D. The Reporting Persons may, at any time and from time to time, review or
reconsider their position and/or change their purpose and/or formulate plans or
proposals with respect thereto and may (i) acquire additional shares or
securities of the Issuer, (ii) dispose of any or all of their securities of the
Issuer, or (iii) enter into privately negotiated derivative transactions with
institutional counterparties to hedge the market risk of some or all of their
positions in the securities of the Issuer, depending upon the factors described
below and/or other investment considerations.

 In addition, the Reporting Persons intend to review their investment in
the Issuer on a continuing basis and may seek to influence or change the
Issuer's management, directors, operations or business, strategy, bankruptcy
case and future plans of the Issuer, which may include, among other things,
discussions of potential strategic alternatives to the Issuer's proposed Plan,
including, without limitation, through potential discussions with management,
directors, the creditors' committee of the Issuer, the Other Holders, other
shareholders, existing or potential strategic partners or competitors of the
Issuer, industry analysts, investment and financing professionals and/or other
third parties. Such matters and discussions may materially affect, and result
in, the Reporting Persons modifying their investment in the Issuer, exchanging
information with any of such persons pursuant to appropriate confidentiality or
similar agreements or otherwise, working together with any of such persons
pursuant to joint agreements or otherwise, proposing changes in the Issuer's
operations, governance, capitalization or strategic plans, or in proposing or
engaging in one or more other actions set forth under subsections (a) through
(j) of Item 4 of Schedule 13D. Factors that may influence the Reporting Persons'
actions include, but are not limited to, their view regarding the Issuer's
operations, business strategy, prospects, financial position and/or strategic
direction, the outcome of the discussions and actions referenced herein, actions
taken by the board of directors, actions taken by the creditors'


----------------------------- ----------------------------
CUSIP No. 832727101 SCHEDULE 13D Page 10 of 13 Pages
----------------------------- ----------------------------

committee of the Issuer, developments in the Issuer's bankruptcy case, price
levels of the Common Stock and other securities, availability of funds,
subsequent developments affecting the Issuer, other investment and business
opportunities available to the Reporting Persons, conditions in the securities
and debt market, general economic and industry conditions and other factors that
the Reporting Persons may deem relevant from time to time.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) VENOR CAPITAL MASTER FUND

 (a),(b) The information set forth in Rows 7 through 13 of the cover page
hereto for Venor Capital Master Fund is incorporated herein by reference. The
percentage amount set forth in Row 13 for all cover pages filed herewith is
calculated based on 256,658,958 shares of Common Stock outstanding as set forth
in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2009
filed by the Issuer on November 9, 2009.

 (c) Venor Capital Master Fund entered into transactions in the Common Stock
within the last sixty days which are set forth on Schedule A.

 (d) No person other than the Reporting Persons is known to have the right
to receive, or the power to direct the receipt of dividends from, or proceeds
from the sale of, such shares of the Common Stock.

 (e) Not applicable.

(b) VENOR CAPITAL MANAGEMENT

 (a),(b) The information set forth in Rows 7 through 13 of the cover page
hereto for Venor Capital Management is incorporated herein by reference.

 (c) Venor Capital Master Fund is the only Reporting Person to have effected
transactions in the Common Stock in the past sixty days.

 (d) No person other than the Reporting Persons is known to have the right
to receive, or the power to direct the receipt of dividends from, or proceeds
from the sale of, such shares of the Common Stock.

 (e) Not applicable.

(c) VENOR CAPITAL MANAGEMENT GP

 (a),(b) The information set forth in Rows 7 through 13 of the cover page
hereto for Venor Capital Management GP is incorporated herein by reference.

 (c) Venor Capital Master Fund is the only Reporting Person to have effected
transactions in the Common Stock in the past sixty days.

 (d) No person other than the Reporting Persons is known to have the right
to receive, or the power to direct the receipt of dividends from, or proceeds
from the sale of, such shares of the Common Stock.

 (e) Not applicable.


----------------------------- ----------------------------
CUSIP No. 832727101 SCHEDULE 13D Page 11 of 13 Pages
----------------------------- ----------------------------

(d) JEFFREY BERSH

 (a),(b) The information set forth in Rows 7 through 13 of the cover page
hereto for Jeffrey Bersh is incorporated herein by reference.

 (c) Venor Capital Master Fund is the only Reporting Person to have effected
transactions in the Common Stock in the past sixty days.

 (d) No person other than the Reporting Persons is known to have the right
to receive, or the power to direct the receipt of dividends from, or proceeds
from the sale of, such shares of the Common Stock.

 (e) Not applicable.

(e) MICHAEL WARTELL

 (a),(b) The information set forth in Rows 7 through 13 of the cover page
hereto for Michael Wartell is incorporated herein by reference.

 (c) Venor Capital Master Fund is the only Reporting Person to have effected
transactions in the Common Stock in the past sixty days.

 (d) No person other than the Reporting Persons is known to have the right
to receive, or the power to direct the receipt of dividends from, or proceeds
from the sale of, such shares of the Common Stock.

 (e) Not applicable.

 As indicated in Item 4, the Reporting Persons may be deemed members of a
"group" within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended, with the Other Holders. The Reporting Persons expressly
disclaim membership in a group with the Other Holders or any other person. Based
on information and belief, the current Other Holders are entities managed by Fir
Tree, Inc. and P. Schoenfeld Asset Management LP and the aggregate number of
shares of Common Stock of the Issuer beneficially owned by all of such persons,
including the Reporting Persons, would be 22,945,000 shares, or 8.9% of the
shares outstanding.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
 RESPECT TO SECURITIES OF THE ISSUER

 Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting
Persons have entered into an agreement with respect to the joint filing of this
statement, and any amendment or amendments hereto, a copy of which is attached
hereto as Exhibit 1.

 Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Persons
or between such persons and any other person with respect to any securities of
the Issuer, including but not limited to the transfer or voting of any
securities of the Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 The following documents are filed as exhibits:

1. Joint Acquisition Statement Pursuant to Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended.


----------------------------- ----------------------------
CUSIP No. 832727101 SCHEDULE 13D Page 12 of 13 Pages
----------------------------- ----------------------------

 Signature

 After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

 Dated: February 1 2010

 /s/ Jeffery Bersh
 -----------------
 Venor Capital Master Fund Ltd.
 By: Jeffery Bersh as Director

 /s/ Jeffery Bersh
 -----------------
 Venor Capital Management LP
 By Venor Capital Management GP LLC as
 general partner
 By: Jeffery Bersh as Managing Member

 /s/ Jeffery Bersh
 -----------------
 Venor Capital Management GP LLC
 By: Jeffery Bersh as Managing Member

 /s/ Jeffery Bersh
 -----------------
 Jeffery Bersh

 /s/ Michael Wartell
 -------------------
 Michael Wartell


----------------------------- ----------------------------
CUSIP No. 832727101 SCHEDULE 13D Page 13 of 13 Pages
----------------------------- ----------------------------

 SCHEDULE A

TRANSACTIONS IN THE COMMON STOCK BY VENOR CAPITAL MASTER FUND LTD. DURING THE
PAST 60 DAYS

Unless otherwise indicated, all trades were effected in the open market through
brokers.

Date of Transaction Shares Purchased (Sold) Price Per Share ($)*
------------------- ----------------------- --------------------

 12/03/09 (250,000) .31
 12/03/09 (1,550,000) .3359
 12/03/09 (100,000) .3
 12/03/09 (100,000) .31
 12/10/09 1,000,000 .1362
 12/10/09 110,000 .1
 12/11/09 1,290,000 .1966
 12/11/09 100,000 .22
 12/15/09 (1,200,000) .2066
 12/16/09 (800,000) .203
 12/23/09 255,000 .2347
 12/24/09 70,000 .2581
 12/28/09 200,000 .3051
 12/29/09 120,000 .276
 12/31/09 205,000 .2785
 01/04/10 150,000 .2884
 01/28/10 (750,000) .20
 01/29/10 (300,000) .22


* Excluding commissions.

EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13D-1(K)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate. 

Dated: February 1, 2010

 /s/ Jeffery Bersh
 -----------------
 Venor Capital Master Fund Ltd.
 By: Jeffery Bersh as Director

 /s/ Jeffery Bersh
 -----------------
 Venor Capital Management LP
 By Venor Capital Management GP LLC as
 general partner
 By: Jeffery Bersh as Managing Member

 /s/ Jeffery Bersh
 -----------------
 Venor Capital Management GP LLC
 By: Jeffery Bersh as Managing Member

 /s/ Jeffery Bersh
 -----------------
 Jeffery Bersh

 /s/ Michael Wartell
 -------------------
 Michael Wartell

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