- Amended Statement of Ownership (SC 13G/A)
February 17 2010 - 2:40PM
Edgar (US Regulatory)
1. UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
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Under
the Securities Exchange Act of 1934
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(Amendment
No. 1)
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SMURFIT-STONE
CONTAINER CORPORATION
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(Name
of Issuer)
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COMMON
STOCK
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(Title
of Class of Securities)
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832727101
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December 31, 2009
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(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule
13d–1(b)
[
] Rule 13d–1(c)
[ ]
Rule 13d–1(d)
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*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 the disclosures provided in a prior cover
page.
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The
information required in 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).
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Page 1 of 8
CUSIP
No. 832727101
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13G
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Page
2
of
8
Pages
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1
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NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE
BESSEMER GROUP, INCORPORATED*
13-3093730
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a)
[ ]
(b)
[X]
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3
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
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5
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SOLE
VOTING POWER
-
0
-
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SHARES
BENEFICIALLY
OWNED
BY
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6
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SHARED
VOTING POWER
-0-
shs.
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EACH
REPORTING
PERSON
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7
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SOLE
DISPOSITIVE POWER
-
0
-
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WITH
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8
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SHARED
DISPOSITIVE POWER
-0-
shs.
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
shs.
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
[ ]
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
%
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12
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TYPE
OF REPORTING PERSON
*
HC
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*The
shares reported on this page are the aggregate of the shares reported on pages
3and 4, as The Bessemer Group, Incorporated is the parent of the other reporting
persons.
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
Page
2 of 8
CUSIP
No. 832727101
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13G
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Page
3
of
8 _
Pages
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1
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NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BESSEMER
TRUST COMPANY, N.A.*
13-2792165
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a)
[ ]
(b)
[X]
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3
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER
OF
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5
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SOLE
VOTING POWER
-
0- shs.
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SHARES
BENEFICIALLY
OWNED
BY
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6
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SHARED
VOTING POWER
-0-
shs.
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EACH
REPORTING
PERSON
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7
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SOLE
DISPOSITIVE POWER
-
0- shs.
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WITH
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8
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SHARED
DISPOSITIVE POWER
-0-
shs.
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
shs.
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
[ ]
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
%
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12
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TYPE
OF REPORTING PERSON
*
BK
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*The
shares reported on this page include the shares reported on page 4, as Bessemer
Trust Company, N.A. is the parent of the other reporting person.
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
Page
3 of 8
CUSIP
No. 832727101
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13G
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Page
4
of
8
Pages
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1
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NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BESSEMER
INVESTMENT MANAGEMENT LLC*
52-2303291
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a)
[ ]
(b)
[X]
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3
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
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5
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SOLE
VOTING POWER
-0-
shs.
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SHARES
BENEFICIALLY
OWNED
BY
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6
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SHARED
VOTING POWER
-0-
shs.
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EACH
REPORTING
PERSON
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7
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SOLE
DISPOSITIVE POWER
-0-,000
shs.
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WITH
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8
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SHARED
DISPOSITIVE POWER
-0-
shs.
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
shs.
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
[ ]
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
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12
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TYPE
OF REPORTING PERSON
*
IA
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*The
shares reported on this page are the same shares reported on page 5, as Bessemer
Investment Management LLC is the investment adviser of the other reporting
person.
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
Page
4 of 8
CUSIP
No. 832727101
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13G
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Page
5
of
8
Pages
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1
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NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OLD
WESTBURY REAL RETURN FUND
20-2413510
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a)
[ ]
(b)
[X]
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3
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Maryland
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NUMBER
OF
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5
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SOLE
VOTING POWER
-0-
shs.
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SHARES
BENEFICIALLY
OWNED
BY
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6
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SHARED
VOTING POWER
-
0- shs.
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EACH
REPORTING
PERSON
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7
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SOLE
DISPOSITIVE POWER
-0-
shs.
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WITH
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8
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SHARED
DISPOSITIVE POWER
-
0- shs.
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
shs.
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
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12
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TYPE
OF REPORTING PERSON
*
IV
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*SEE
INSTRUCTIONS BEFORE FILLING OUT!
Page
5 of 8
Item
1.
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Smurfit-Stone
Container Corporation
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(b)
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Address
of Issuer's Principal Executive
Offices:
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222
North LaSalle Street
Chicago,
Illinois 60601
(a), (b) and (c)
Name of Persons Filing,
Address of Principal Business Office and
Citizenship:
The Bessemer Group, Incorporated
(“BGI”) as a parent holding company, Bessemer Trust Company, N.A. (“BTNA”) as a
parent, Bessemer Investment Management LLC (“BIM”) and Old Westbury Real Return
Fund (“OWRRF”). BTNA is wholly-owned by BGI. BIM is a wholly owned
subsidiary of BTNA and is the investment advisor to OWRRF. BTNA may
be deemed to control BIM and BIM may be deemed to control OWRRF.
BTNA is a trust company that manages
accounts for the benefit of others. BIM is a registered investment
advisor that furnishes investment advisory services to OWRRF. The
holder of the securities referred to in this statement is OWRRF.
BGI has its principal business office
at 100 Woodbridge Center Drive, Woodbridge, New
Jersey 07095-0980. BTNA and BIM each has its principal
office at 630 Fifth Avenue, New York, New York 10111. OWRRF has its
principal business office at 760 Moore Road, King of Prussia, Pennsylvania
19406.
BGI is a corporation organized under
the laws of Delaware. BTNA is a national bank organized under the
laws of the United States of America. BIM is a corporation organized
under the laws of Delaware. OWRRF is a series of Old Westbury Funds,
Inc., a Maryland corporation and an open-end, management investment company
registered under the Investment Company Act of 1940.
(d)
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Title
of Class of Securities:
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Item
3. If this statement
is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check
whether
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(a),
(c), (f), (h), (i) and (j) not
applicable.
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(b)
[X] Bank as defined in section 3(a)(6) of the Securities
Exchange Act of 1934, as to BTNA.
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Page
6 of 8
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(d)
[X] Investment company registered under Section 8 of the
Investment Company Act of 1940, as to
OWRRF.
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(e)
[X] Investment adviser in accordance with
Rule13d-1(b)(1)(ii)(E), as to BIM.
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(g)
[X] Parent holding company or control person, in accordance
with Rule
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13d-1(b)(1)(ii)(G),
as to BGI.
Items 5 through 9 and Item 11 of Pages 2 through 5 of this Statement are
incorporated herein by reference.
Item
5. Ownership of Five
Percent or Less of a Class
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If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class securities, check the following [
X
].
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Item
6. Ownership of More
than Five Percent on Behalf of Another
Person
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Not applicable.
Item
7. Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company
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Items 1 and 12 of pages 3 through 5 of this Statement are incorporated
herein by reference.
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Item
8. Identification
and Classification of Members of the
Group
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Item
9. Notice of
Dissolution of Group
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Not applicable.
By
signing below, the undersigned certify that, to the best of the knowledge and
belief of the undersigned, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of such securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
Page 7 of
8
After
reasonable inquiry and to the best of our knowledge and belief, we certify that
the information set forth in this statement is true, complete and
correct.
Dated: February
16, 2010
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THE
BESSEMER GROUP, INCORPORATED
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By:
/s/ Steven L.
Williamson
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Name:
Steven L. Williamson
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Title:
Managing Director
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BESSEMER
TRUST COMPANY, N.A.
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By:
/s/ Steven L.
Williamson
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Name:
Steven L. Williamson
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Title:
Managing Director
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BESSEMER
INVESTMENT MANAGEMENT LLC
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By:
/s/ Steven L.
Williamson
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Name:
Steven L. Williamson
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Title:
Managing Director
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OLD
WESTBURY REAL RETURN FUND
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By:
BESSEMER INVESTMENT MANAGEMENT LLC
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By:
/s/ Steven L.
Williamson
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Name:
Steven L. Williamson
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Title:
Managing Director
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Page 8 of
8
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