**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C.  20549**

 

**FORM 10-Q/A**

**AmendmentNo. 1**

 

**ý****                                ****QuarterlyReport Pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934.**

**o****                                ****TransitionReport Pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934.**

 

**For Quarter Ended March 31, 2004**

**Commission File Number 1-3439**

 

**STONE CONTAINER CORPORATION**

(Exact name ofregistrant as specified in its charter)

 

| **Delaware**                                                                                                             | ** ** | **36-2041256**                     |
|--------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------|
| (State or other  jurisdiction of  incorporation or organization)                                                         |       | (IRS Employer  Identification No.) |
|                                                                                                                     | ** ** | ** **                         |
| **150  North Michigan Avenue, Chicago, Illinois        60601**                             |
| (Address of  principal executive  offices)             (Zip Code) |
|                                                                                                                     |       |                               |
| **(312)  346-6600**                                                                                                      |
| (Registrant’s  telephone number, including area code)                                                               |
|                                                                                                                     | ** ** | ** **                         |
| **Not  Applicable**                                                                                                      |
| (Former name,  former address and former fiscal year, if  changed since last report)                                     |

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  Yes ý   No o

 

Indicate by check mark ifthe registrant is an accelerated filer (as defined in Rule 12b-2 of theAct).   Yes o   No ý

 

APPLICABLE ONLY TOCORPORATE ISSUERS:

 

As of March 31,2004, the registrant had outstanding 1,000 shares of common stock, $.01 parvalue per share, all of which are owned by Smurfit-Stone Container Corporation.

 

 

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**EXPLANATORY NOTE**

 

ThisForm 10-Q/A constitutes Amendment No. 1 (Amendment No. 1) to our QuarterlyReport on Form 10-Q for the quarter ended March 31, 2004, as filed byus on May 10, 2004 (the Original Report). We are filing this Amendment No.1 solely to: (1) amend and restate Item 4 of Part I of ourOriginal Report in its entirety as set forth in this Amendment No. 1; and (2)file as exhibits currently dated certifications required by Rules 13a-14(a) and15d-14(a) by each of our principal executive officer and principal financialofficer.

 

ThisAmendment No.1 does not include any restatement of our financial statementspreviously filed in the Original Report. Other than as set forth in thisAmendment No.1, no information included in the Original Report has been amendedby this Amendment No. 1. This Amendment No. 1 does not reflect events occurringafter the filing of the Original Report, and does not modify or update thedisclosures therein in any other way than as required to reflect this AmendmentNo. 1.

 

**PART I**

 

**ITEM 4.   CONTROLS AND PROCEDURES**

 

**Evaluation of Disclosure Controlsand Procedures**

Our management, with theparticipation of our principal executive officer and principal financialofficer, evaluated the effectiveness of our disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of theperiod covered by this report and have concluded that, as of such date, ourdisclosure controls and procedures were adequate and effective.

 

**Changes in Internal Control**

Wewill complete the implementation of a new company-wide financial system inSeptember 2004. The new financial system is an integrated financialaccounting and reporting system for all of Smurfit-Stone ContainerCorporation’s North American facilities. Its functional areas include generalledger, accounts receivable, accounts payable, fixed assets and financialreporting. The new system is being implemented in order to provide us with onecommon financial accounting and reporting system, thereby making the financialaccounting and reporting process more efficient.  We are also in the process of implementing atime management system designed to eliminate manual tracking and recording oflabor expenses. As a result of these implementations, we have updated ourinternal controls to ensure a continuing effective control environment remainsin place, including proper approval of transactions, segregation of duties andappropriate integration and reconciliation processes under the new financialand time management systems. There have not been any other changes in ourinternal controls over financial reporting during the most recent quarter thathave materially affected, or are reasonably likely to materially affect, ourinternal controls over financial reporting.

 

**PART II**

 

**ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K**

 

(a) List of documentsfiled as part of this amended report:

 

31.1                           CertificationPursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934,as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2                           CertificationPursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934,as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

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Signature

 

Pursuant to therequirements of the Securities Exchange Act of 1934, the Registrant has dulycaused this Amendment 1 to the report to be signed on its behalf by theundersigned, thereunto duly authorized, on the date indicated.

 

 
|                                         |   | STONE CONTAINER  CORPORATION    |
|----------------------------------------------|--------|---------------------------------|
|                                         |   | (Registrant)                    |
|                                         |   |                            |
|                                         |   |                            |
| Date:   October 8,  2004 |   | /s/  Paul K. Kaufmann           |
|                                         |   | Paul K. Kaufmann                |
|                                         |   | Vice President  and             |
|                                         |   | Corporate  Controller           |
|                                         |   | (Principal  Accounting Officer) |

 

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