-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, NiaaGy2J0SVlLX3HAYb8lZQHiXkso3YxkDX30v5rS1iQE/FpIxhqkgXe85NrWzFm w56rQTvbaW2Y1vgsPMF7mQ== 0000950155-95-000004.txt : 19950214 0000950155-95-000004.hdr.sgml : 19950214 ACCESSION NUMBER: 0000950155-95-000004 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950213 SROS: NONE GROUP MEMBERS: JEFFERSON SMURFIT GROUP PLC GROUP MEMBERS: SMURFIT INTERNATIONAL B.V. GROUP MEMBERS: SMURFIT PACKAGING CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JEFFERSON SMURFIT CORP /DE/ CENTRAL INDEX KEY: 0000919226 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 431531401 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43979 FILM NUMBER: 95509435 BUSINESS ADDRESS: STREET 1: JEFFERSON SMURFIT CENTRE STREET 2: 8182 MARYLAND AVE CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3147461100 MAIL ADDRESS: STREET 1: 8182 MARYLAND AVENUE CITY: ST LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: JEFFERSON SMURFIT CORP /DE/ DATE OF NAME CHANGE: 19940523 FORMER COMPANY: FORMER CONFORMED NAME: SIBV MS HOLDINGS INC DATE OF NAME CHANGE: 19940222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMURFIT PACKAGING CORP CENTRAL INDEX KEY: 0000937272 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 8182 MARYLAND AVENUE CITY: ST. LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3147461100 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934* JEFFERSON SMURFIT CORPORATION ----------------------------- (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------- (Title of Class of Securities) 475086104 --------------- (CUSIP Number) Check the following box if a fee is being paid with this statement __x__. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). - ----------------- * 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 disclosure provided in a prior cover page. 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.) CUSIP NO. 475086104 13G PAGE 2 OF 12 PAGES 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Smurfit Packaging Corporation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) -------- (b) X -------- 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware 5. SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY EACH REPORTING PERSON 36,800,000 shares WITH 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 36,800,000 shares 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,800,000 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ------ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 33.16% 12. TYPE OF REPORTING PERSON* CO - ----------------- * See Instruction Before Filling Out! CUSIP NO. 475086104 13G PAGE 3 OF 12 PAGES 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Smurfit International B.V. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) -------- (b) X -------- 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands 5. SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY EACH REPORTING PERSON 51,638,462 shares WITH 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 51,638,462 shares 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,638,462 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ------ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 46.53% 12. TYPE OF REPORTING PERSON* CO - ----------------- * See Instruction Before Filling Out! CUSIP NO. 475086104 13G PAGE 4 OF 12 PAGES 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jefferson Smurfit Group plc 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) -------- (b) X -------- 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Ireland 5. SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY EACH REPORTING PERSON 51,638,462 shares WITH 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 51,638,462 shares 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,638,462 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ------ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 46.53% 12. TYPE OF REPORTING PERSON* CO - ----------------- * See Instruction Before Filling Out! PAGE 5 OF 12 PAGES ITEM 1. (a) Name of Issuer: Jefferson Smurfit Corporation (b) Address of Issuer's Principal Executive Offices: Jefferson Smurfit Centre 8182 Maryland Avenue St. Louis, Missouri 63105 ITEM 2. (a) Name of Person Filing: This statement is filed on behalf of (i) Smurfit Packaging Corporation ("SPC"), a Delaware corporation, (ii) Smurfit International B.V. ("SIBV"), a Netherlands corporation and an indirect 100% parent of SPC, and (iii) Jefferson Smurfit Group plc ("JSG"), an Irish public liability company and an indirect 100% parent of SPC and SIBV. SPC, SIBV and JSG are herein referred to collectively as the "Reporting Persons." In accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended (the "1934 Act"), each of the Reporting Persons acknowledges that it is responsible for the completeness and the accuracy of the information concerning that person but is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
(b) Address of Principal Business Office or, if none, Residence: Smurfit Packaging Corporation Smurfit International B.V. Jefferson Smurfit Group plc Jefferson Smurfit Centre c/o Rokin Corporate Services B.V. Beech Hill 8182 Maryland Avenue Strawinskylaan 2001 Clonskeagh St. Louis, Missouri 63105 Amsterdam 1077ZZ Dublin 4 The Netherlands Ireland (c) Citizenship: Smurfit Packaging Corporation Smurfit International B.V. Jefferson Smurfit Group plc State of Delaware The Netherlands Ireland
(d) Title of Class of Securities: Common Stock, par value $.01 per share (the "Common Stock") (e) CUSIP Number 475086104 ITEM 3. If this statement is filed pursuant to Rule 13-1(b), or 13d-2(b), check whether the person filing is a: (a) ------ Broker or Dealer registered under Section 15 of the Act (b) ------ Bank as defined in section 3(a)(6) of the Act PAGE 6 OF 12 PAGES (c) ------ Insurance Company as defined in section 3(a)(19) of the Act (d) ------ Investment Company registered under section 8 of the Investment Company Act (e) ------ Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) ------ Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F) (g) ------ Parent Holding Company, in accordance with Section 240.13d- 1(b)(ii)(G) (Note: See Item 7) (h) ------ Group, in accordance with Section 240.13d-1(b)(1)(ii)(H) Inapplicable. ITEM 4. OWNERSHIP (a) Amount Beneficially owned As of December 31, 1994, SPC was the direct beneficial owner of 36,800,000 shares (the "SPC Shares") of Common Stock. As of December 31, 1994, SIBV was the direct beneficial owner of 14,838,462 shares (the "SIBV Shares") of Common Stock and, by virtue of the relationships reported under Item 2(a) of this Schedule 13G, SIBV may be deemed to have been the beneficial owner of the SPC Shares, which may result in an aggregate of 51,638,462 shares (the "Aggregate Shares") of Common Stock that may be deemed to have been beneficially owned by SIBV. As of December 31, 1994, by virtue of the relationships reported under Item 2(a) of this Schedule 13G, JSG may be deemed to have been the beneficial owner of the Aggregate Shares. The filing of this Schedule 13G shall not be construed as an admission by any of the Reporting Persons that it is the beneficial owner, for purposes of Section 13(d) or 13(g) of the 1934 Act, of any shares of Common Stock except as set forth in the first three paragraphs of this Item 4(a). PAGE 7 OF 12 PAGES (b) Percent of Class The SPC Shares, the SIBV Shares and the Aggregate Shares represent 33.16%, 13.37% and 46.53%, respectively, of the 110,988,462 shares of Common Stock reported to be outstanding in the Issuer's report on Form 10-Q filed for the quarter ended September 30, 1994. (c) Number of shares as to which such person has:
SPC SIBV JSG (i) sole power to vote or to direct the vote: -0- -0- -0- (ii) shared power to vote or to direct the vote: 36,800,000 51,638,462 51,638,462 (iii) sole power to dispose or to direct the disposition of: -0- -0- -0- (iv) shared power to dispose or to direct the disposition of: 36,800,000 51,638,462 51,638,462
ITEM 5. OWNERSHIP FIVE PERCENT OR LESS OF A CLASS 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 of securities, check the following ------. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Inapplicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Inapplicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP All of the shares of Common Stock covered by this statement are subject to a stockholders agreement, dated as of May 3, 1994 (the "Stockholders Agreement"), among SIBV, the Issuer and certain other parties. The Stockholders Agreement contains provisions regarding, among other things, restrictions on transferability and voting of the Common Stock beneficially owned by the parties to such agreement and certain agreements as to sales or other dispositions of the Common Stock beneficially owned by the parties to such agreement. Although SIBV hereby describes a relationship with other persons pursuant to the Stockholders Agreement, SIBV does not hereby affirm the existence of a group. See Exhibit 1. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Inapplicable. ITEM 10. CERTIFICATION Inapplicable. 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. February 7, 1995 ----------------------------------- Date James B. Malloy ----------------------------------- Signature James B. Malloy Chairman and President Smurfit Packaging Corporation ----------------------------------- Name/Title 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. February 7, 1995 ---------------------------------- Date Michael O'Riordan ----------------------------------- Signature Michael O'Riordan Managing Director Smurfit International B.V. --------------------------------------- Name/Title 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. February 7, 1995 --------------------------------- Date Michael R.J. Pettigrew --------------------------------------- Signature Michael R.J. Pettigrew Secretary Jefferson Smurfit Group plc ----------------------------------------- Name/Title EXHIBIT INDEX DESCRIPTION PAGE Exhibit 1. List of Group Members EX-1 2 EXHIBIT 1 EXHIBIT 1. LIST OF GROUP MEMBERS Pursuant to Item 8, the members of the group that have filed this Schedule 13G pursuant to Rule 13d-1(c) are: (i) SIBV/MS Equity Investors, L.P.; (ii) The Morgan Stanley Leveraged Equity Fund II, L.P.; (iii) Morgan Stanley Leveraged Equity Fund II, Inc.; (iv) Morgan Stanley Group Inc.; (v) First Plaza Group Trust; (vi) AT&T Master Pension Trust; and (vii) Smurfit International B.V. -----END PRIVACY-ENHANCED MESSAGE-----