**UNITED STATES****SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

**FORM10-Q/A**

**AmendmentNo. 1**

 

**ý****                                ****QuarterlyReport Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.**

**o****                                ****TransitionReport Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.**

 

**ForQuarter Ended June 30, 2004**

**CommissionFile Number 1-3439**

 

**STONE CONTAINER CORPORATION**

(Exact name of registrantas 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 telephonenumber, including area code)

 

**NotApplicable**

(Former name, formeraddress and former fiscal year, ifchanged since last report)

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90days.   Yes   ý   No   o

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

As of June 30, 2004, the registrant had outstanding 1,000 shares ofcommon stock, $.01 par value per share, all of which are owned by Smurfit-StoneContainer Corporation.

 

 

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**EXPLANATORYNOTE**

 

This Form 10-Q/A constitutes Amendment No. 1(Amendment No. 1) to our Quarterly Report on Form 10-Q for the quarterended June 30, 2004, as filed by us on August 6, 2004 (the OriginalReport). We are filing this Amendment No. 1 solely to: (1) amend and restateItem 4 of Part I of our Original Report in its entirety as setforth in this Amendment No. 1; and (2) file as exhibits currently datedcertifications required by Rules 13a-14(a) and 15d-14(a) by each of our principalexecutive officer and principal financial officer.

 

This Amendment No.1 does not include anyrestatement of our financial statements previously filed in the OriginalReport. Other than as set forth in this Amendment No.1, no information includedin the Original Report has been amended by this Amendment No. 1. This AmendmentNo. 1 does not reflect events occurring after the filing of the OriginalReport, and does not modify or update the disclosures therein in any other waythan as required to reflect this Amendment No. 1.

 

**PART I**

 

**ITEM 4.  CONTROLSAND PROCEDURES**

 

**Evaluation of Disclosure Controls and Procedures**

 

Our management, with the participation of our principal executiveofficer and principal financial officer, evaluated the effectiveness of ourdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) as of the end of the period covered by this report and haveconcluded that, as of such date, our disclosure controls and procedures wereadequate and effective.

 

**Changes in Internal Control**

 

We will complete the implementation of a newcompany-wide financial system in September 2004. The new financial system is anintegrated financial accounting and reporting system for all of Smurfit-StoneContainer Corporation’s North American facilities. Its functional areas includegeneral ledger, accounts receivable, accounts payable, fixed assets andfinancial reporting. The new system is being implemented in order to provide uswith one common financial accounting and reporting system, thereby making thefinancial accounting and reporting process more efficient. We are also in theprocess of implementing a time management system designed to eliminate manualtracking and recording of labor expenses. As a result of these implementations,we have updated our internal controls to ensure a continuing effective controlenvironment remains in place, including proper approval of transactions,segregation of duties and appropriate integration and reconciliation processesunder the new financial and time management systems. There have not been anyother changes in our internal controls over financial reporting during the mostrecent quarter that have materially affected, or are reasonably likely tomaterially affect, our internal controls over financial reporting.

 

**PART II**

 

**ITEM 6.  EXHIBITSAND REPORTS ON FORM 8-K**

 

(a) List of documents filed 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 the requirements of the Securities Exchange Act of 1934,the Registrant has duly caused this Amendment 1 to the report to be signed onits behalf by the undersigned, thereunto duly authorized, on the dateindicated.

 

 
|                         | 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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