- Filing of certain prospectuses and communications in connection with business combination transactions (425)
February 25 2011 - 2:26PM
Edgar (US Regulatory)
Filed by Smurfit-Stone Container
Corporation
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Smurfit-Stone Container Corporation
Commission File No.: 333-172432
Date: February 25, 2011
Salaried Employee Q&A
- Acquisition by RockTenn
February 25, 2011
1.
Will
there be a severance package for people who lose their jobs?
For a one-year period following
the closing of the deal, employees that are terminated for qualifying reasons
covered in the severance plan will be eligible to receive severance benefits
under the same terms as the current Smurfit-Stone Container Corporation
Severance Pay Plan for Salaried Employees. The employee must meet the eligibility
requirements and all other provisions set forth in the plan. For questions
related to eligibility for severance in particular circumstances, including offers
of comparable employment, please review the Smurfit-Stone severance policy,
located on the portal under My Life and Career/Benefits.
2.
How
will my pay and benefits be affected?
There will be no immediate changes
to employees’ benefits and compensation. Employees who are retained after the
close of the deal will receive, at a minimum, the same level of base salary or
wages, as applicable, and annual bonus opportunity. This arrangement, with
respect to base salaries and bonus opportunities, will apply to employees
during the first year following the closing of the transaction, and this
arrangement, with respect to benefits, will apply to employees from the closing
through the end of 2011.
3.
Will
there be a merit increase in 2011?
Yes, we will continue with our
normal practice of providing merit increases, which will take effect April 1. Additional
details on this will be forthcoming.
4. How will this affect my
pension and retiree benefits?
We do not anticipate any immediate
changes to the pension and retiree benefits. Under the terms of the deal, the
pension plans are being assumed by RockTenn.
5. Will I receive my 2010
Management Incentive Plan (MIP)
award?
Smurfit-Stone will distribute
awards under the 2010 MIP to participants on February 28, 2011, according to
terms of the plan.
6. Will
there be a 2011 Management Incentive Plan (MIP)? If so, who is eligible?
We have implemented the 2011 MIP.
Participants should have already received information regarding that plan.
7. Will there be a hiring freeze
or restriction on making organizational changes until the transaction is completed?
What is the approval process?
It is business as usual. Our
Company will run in the ordinary course between now and closing. Please
contact your HR representative if you have more specific questions about this
process.
8. Will vacation eligibility
change? Will I be paid out any unused vacation pay once the transaction is
completed?
The current vacation eligibility will
remain in effect throughout 2011. Employees who are retained after the close
of the deal will continue to accrue and use vacation consistent with our
current policy. There will not be a payout to employees for accrued vacation
at the time of the deal closing unless the employee is eligible to receive such
a payout under the terms of another policy (e.g. severance policy).
9. Will the 401(k) continue to
operate as it had up until the announcement?
Yes. We expect that your 401(k)
account will continue to be held with T. Rowe Price and you will have the same
options that are currently available.
10. What happens to my 401(k) account
when we are acquired?
Again, for employees who are retained after the close of
the deal, we expect that your 401(k) account will continue to be held with T. Rowe
Price and you will have the same options that are currently available. At some
point, RockTenn may transition to a new vendor, but this will not affect the
assets in your account. Post-closing, employees will continue to receive the
same level of employer matching contribution of 100% match on the first 6% of
pre-tax or Roth deferrals. This arrangement will apply to employees during the
first year following the closing of the deal.
For employees who are not retained after the close of the
deal, you will have the option to maintain your account with T. Rowe Price or take
a distribution, including the right to roll it over to an IRA or other
employer’s qualified plan, if it permits.
11. When will we officially
become employees of the new company?
At the closing of the deal.
12. Who
can I turn to if I have questions?
·
Talk to your
supervisor or HR representative. They will be provided additional information
as it becomes available.
·
We will be
posting updates on the Company’s portal.
·
We are
committed to keeping everyone as informed as possible.
Additional Information and Where to Find It
In connection with the proposed transaction, RockTenn has
filed a Registration Statement on Form S-4 (File No. 333-172432) (the “
Registration
Statement
”) with the Securities and Exchange Commission (the “
SEC
”)
that includes a preliminary joint proxy statement of RockTenn and Smurfit-Stone
that also constitutes a preliminary prospectus of RockTenn. The Registration
Statement has not yet become effective. RockTenn and Smurfit-Stone will be
filing other relevant documents concerning the proposed transaction with the
SEC. Following the Registration Statement having been declared effective by the
SEC, RockTenn and Smurfit-Stone will mail the final joint proxy
statement-prospectus to their respective shareholders.
RockTenn and
Smurfit-Stone stockholders are urged to read the Registration Statement and the
final joint proxy statement/prospectus, when it becomes available, as well as
other documents filed with the SEC, because they will contain important information
.
Investors and security holders may obtain free copies of these documents (when
they are available) and other documents filed with the SEC at the SEC’s website
at www.sec.gov, or by contacting RockTenn Investor Relations at (678) 291-7900
or Smurfit-Stone Investor Relations at (314) 656-5553.
Participants in the Merger Solicitation
RockTenn,
Smurfit-Stone and their respective directors, executive officers and other
members of management and employees may be deemed to be participants in the
solicitation of proxies in respect of the transaction. Information concerning
RockTenn’s executive officers and directors is set forth in its definitive
proxy statement filed with the SEC on December 17, 2010. Information
concerning Smurfit-Stone’s executive officers and directors is set forth in its
annual report on Form 10-K for the year ended December 31, 2010, which was
filed with the SEC on February 15, 2011. Additional information regarding the
interests of participants of RockTenn and Smurfit-Stone in the solicitation of
proxies in respect of the transaction is included in the above-referenced
Registration Statement and will be included in the final joint proxy
statement/prospectus when it becomes available. You can obtain free copies of
these documents from RockTenn and Smurfit-Stone using the contact information
above.
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