-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OGnWdOB+TGEeFGQwd56QTb1IuIyZo/bZp/9PFEQ8s40o0YldbLw4ASfI7f1i0j6L 25gY9iU/2qtNuAttUljcbQ== 0000902664-11-000111.txt : 20110207 0000902664-11-000111.hdr.sgml : 20110207 20110207170158 ACCESSION NUMBER: 0000902664-11-000111 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110207 DATE AS OF CHANGE: 20110207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMURFIT STONE CONTAINER CORP 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: 11579345 BUSINESS ADDRESS: STREET 1: 150 NORTH MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3123466600 MAIL ADDRESS: STREET 1: 150 NORTH MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: JEFFERSON SMURFIT CORP /DE/ DATE OF NAME CHANGE: 19941205 FORMER COMPANY: FORMER CONFORMED NAME: SIBV MS HOLDINGS INC DATE OF NAME CHANGE: 19940222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JANA PARTNERS LLC CENTRAL INDEX KEY: 0001159159 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-455-0900 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G 1 p11-0272sc13g.htm SMURFIT STONE CONTAINER CORPORATION p11-0272sc13g.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G*
(Rule 13d-102)
 
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
 
(Amendment No.   )*
 
Smurfit-Stone Container Corporation
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
832727101
(CUSIP Number)
 
January 26, 2011
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
x 
Rule 13d-1(b)
¨ 
Rule 13d-1(c)
¨ 
Rule 13d-1(d)
 
(Page 1 of 6 Pages)

______________________________
*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.
 
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.  832727101
 
13G
Page 2 of 6 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
JANA PARTNERS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) ¨
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
5,230,591
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
5,230,591
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,230,591
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
12
TYPE OF REPORTING PERSON**
IA

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 


 
 
 
CUSIP No.  832727101
 
13G
Page 3 of 6 Pages



Item 1 (a).
NAME OF ISSUER:
   
 
Smurfit-Stone Container Corporation

Item 1(b).
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
 
222 North LaSalle Street, Chicago, Illinois 60601

Item 2 (a).
NAME OF PERSON FILING:

 
JANA Partners LLC

Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 
767 Fifth Avenue, 8th Floor, New York, NY 10153

Item 2(c).
CITIZENSHIP:
 
 
This Statement is filed by JANA Partners LLC, a Delaware limited liability company.  JANA Partners LLC is a private money management firm which holds the Common Stock of the Issuer in various entities and accounts under its management and control, including but not limited to, Segregated Portfolio 13 ("SP13"), a managed account for which JANA Partners LLC serves as investment manager. Pursuant to a Subadvisory Agreement with SP13, in certain circumstances SP13 has the right to override the voting decisions made by JANA Partners LLC with respect to securities held in SP13, including 318,157 shares of Common Stock, and has the right to terminate its Subadvisory Agreement with JANA Partners LLC.  The principals of JANA Partners LLC, Barry Rosenstein and Gary Claar, are U.S. citizens.

Item 2(d).
TITLE OF CLASS OF SECURITIES:
   
 
Common Stock, par value $0.01 per share

Item 2(e).
CUSIP NUMBER:
   
 
832727101


 
 
 
CUSIP No.  832727101
 
13G
Page 4 of 6 Pages



Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO SEC. 240.13D-1(B) OR 240.13D-2(B) OR (C), 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,
 
(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 of 1940,
 
(e)
x
Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
 
(f)
¨
Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F),
 
(g)
¨
Parent Holding Company or control person in accordance with Rule 13d-1(b)(ii)(G),
 
(h)
¨
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
 
(i)
¨
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
 
(j)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.
OWNERSHIP.

 
(a)
Amount beneficially owned:  5,230,591
 
(b)
Percent of class:  5.7%.
 
(c)
Number of shares as to which JANA Partners LLC has:
   
(i)
Sole power to vote or direct the vote:  5,230,591
   
(ii)
Shared power to vote or direct the vote:  0
   
(iii)
Sole power to dispose or direct the disposition:  5,230,591
   
(iv)
Shared power to dispose or direct the disposition of:  0


 
 
 
CUSIP No.  832727101
 
13G
Page 5 of 6 Pages



Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
Not Applicable.

Item 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
 
Not Applicable.

Item 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
 
Not Applicable.

Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
 
Not Applicable.

Item 9.
NOTICE OF DISSOLUTION OF GROUP.
   
 
Not Applicable.


 
 
 
CUSIP No.  832727101
 
13G
Page 6 of 6 Pages



Item 10.
CERTIFICATION.

 
The Reporting Person hereby makes the following certification:
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not being 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.

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 7, 2011

 
JANA PARTNERS LLC
   
   
 
By:
/s/ Jennifer Fanjiang
   
Jennifer Fanjiang
   
General Counsel
   




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