UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF
REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission
File Number
0-23876
SMURFIT-STONE CONTAINER CORPORATION
(Exact
name of registrant as specified in its charter)
222 North LaSalle Street
Chicago, Illinois 60601
(312) 346-6600
(Address,
including zip code, and telephone number, including area code, of registrants
principal executive offices)
Common Stock, $0.01 Par Value*
7% Series A Cumulative Exchangeable
Redeemable Convertible Preferred Stock, $0.01 Par Value*
7% Convertible Subordinated Exchange Debentures*
(Title
of each class of securities covered by this Form)
None
(Title
of each class of securities for which a duty to file reports under section
13(a) or 15(d) remains)
Please
place an X in the box(es) to designate the appropriate rule provision(s) relied
upon to terminate or suspend the duty to file reports:
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Rule 12g-4(a)(1)
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x
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Rule 12g-4(a)(2)
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o
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Rule 12h-3(b)(1)(i)
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x
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Rule 12h-3(b)(1)(jj)
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o
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Rule 15d-6
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o
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Approximate
number of holders of record as of the certification or notice date: None.
*
On June 30, 2010 (the Effective Date), the Modified Joint Plan of
Reorganization for Smurfit-Stone Container Corporation (the Company) and its
Debtor Subsidiaries and Plan of Compromise and Arrangement for Smurfit-Stone
Container Canada Inc. and Affiliated Canadian Debtors (the Plan) became
effective. Pursuant to the Plan, on the Effective Date the holders of all of
the Companys outstanding Common Stock, $0.01 par value (the Common Stock),
received a pro-rata distribution of 2,172,175 shares of new common stock issued
by the Companys subsidiary, Smurfit-Stone Container Enterprises, Inc., into
which the Company was merged pursuant to the Plan, and the holders of all of
the Companys outstanding 7% Series A Cumulative Exchangeable Redeemable
Convertible Preferred Stock, $0.01 par value (the Preferred Stock), received
a pro-rata distribution of 2,172,174 shares of such new common. Upon such distributions, all of the Companys
Common Stock, Preferred Stock and 7% Convertible Subordinated Exchange
Debentures were cancelled. As of the
Effective Date and pursuant to the Plan, the Company merged with and into its
wholly-owned subsidiary, Smurfit-Stone Container Enterprises, Inc., with the
surviving corporation changing its name to Smurfit-Stone Container Corporation.
Pursuant
to the requirements of the Securities Exchange Act of 1934, Smurfit-Stone
Container Corporation (formerly known as Smurfit-Stone Container Enterprises,
Inc.), as successor issuer to Smurfit-Stone Container Corporation, has caused
this certification/notice to be signed on behalf of Smurfit-Stone Container
Corporation by the undersigned duly authorized person.
Date:
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June 30, 2010
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By:
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/s/ Craig A. Hunt
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Craig A. Hunt
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Senior Vice President,
Secretary and General Counsel
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