SC TO-T/A

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
(RULE 14d-1)
(Amendment No. 2)
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

JEFFERSON SMURFIT GROUP PLC
(Name of Subject Company (Issuer))

MDCP ACQUISITIONS I
MDP ACQUISITIONS PLC
MDCP ACQUISITIONS PLC
MDCP IV GLOBAL INVESTMENTS LP
MDP IV GLOBAL GP, LP
MDP GLOBAL INVESTORS LIMITED
MADISON DEARBORN PARTNERS, L.L.C.
(Names of Filing Persons (Offerors))

American Depositary Shares, each representing ten
Ordinary Shares of euro 0.30 each
Ordinary Shares of euro 0.30 each
(Title of Class of Securities) 47508W 10 7
(CUSIP Number of Class of Securities)

Samuel M. Mencoff
c/o Madison Dearborn Partners, Inc.
Three First National Plaza
Suite 3800
Chicago, Illinois 60602
Telephone: (312) 895-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:
Dennis M. Myers, Esq.
Kirkland & Ellis
200 East Randolph Drive, Suite 5400
Chicago, Illinois 60601
Telephone: (312) 861-2000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$2,426,125,694	$223,204

*

Calculated solely for purposes of determining the filing fee. This amount assumes 1,143,988,803 Ordinary Shares, including Ordinary Shares represented by American Depositary Shares, will be tendered pursuant to the offer and using a euro/ US$ exchange rate of euro 1: $0.9864 (the exchange rate on July 2, 2002).

**

Calculated as .000092 of the transaction value.

ý

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$223,204	Filing party:	MDCP Acquisitions I, et. al.
Form or Registration No.:	Schedule TO	Date Filed:	July 5, 2002

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý  Third-party tender offer subject to Rule 14d-1.
o  Issuer tender offer subject to Rule 13e-4.
ý  Going-private transaction subject to Rule 13e-3.
o  Amendment to Schedule 13D under Rule 13d-2.

        Check the following box if the filing is a final amendment reporting the results of the tender offer: o.

        This Amendment No. 2 to Tender Offer Statement (the "Amendment") amends and supplements the Tender Offer Statement on Schedule TO initially filed with the Securities and Exchange Commission on July 5, 2002, as amended by Amendment No. 1 to Schedule TO filed on July 16, 2002 (the "Schedule TO"), by MDCP Acquisitions I, an unlimited company incorporated under the laws of Ireland (the "Purchaser"), formed by Madison Dearborn Partners, L.L.C. ("MDP"), relating to the offer ("Offer") by Purchaser to purchase all issued and to be issued (i) Ordinary Shares of euro 0.30 each ("JSG Shares") and (ii) American Depositary Shares, each representing 10 JSG Shares ("JSG ADSs") of Jefferson Smurfit Group plc, a public limited company incorporated under the laws of Ireland ("JSG"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 5, 2002 (the "Offer Document") and the related Acceptance Documents (as defined in the Offer Document). Capitalized terms used but not defined in this Amendment shall have the meaning assigned to them in the Offer Document.

        The information in the Schedule TO is hereby expressly incorporated herein by reference, except as otherwise set forth below.

Item 12.    Exhibits.

        Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:

(a)

(14)

Explanatory leaflet dated July 18, 2002 to JSG Shareholders.

2

SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule TO is true, complete and correct.

Dated: July 18, 2002	MDCP ACQUISITIONS I
	By:	/s/  THOMAS S. SOULELES Name: Thomas S. Souleles Its: Director
	MDP ACQUISITIONS PLC
	By:	/s/  THOMAS S. SOULELES Name: Thomas S. Souleles Its: Director
	MDCP ACQUISITIONS PLC
	By:	/s/  THOMAS S. SOULELES Name: Thomas S. Souleles Its: Director
	MDCP IV GLOBAL INVESTMENTS LP
	By:	MDP IV Global GP, LP
	Its:	General Partner
	By:	MDP Global Investors Limited
	Its:	General Partner
	By:	/s/  THOMAS S. SOULELES Name: Thomas S. Souleles Its: Director
	MDP IV GLOBAL GP, LP
	By:	MDP Global Investors Limited
	Its:	General Partner
	By:	/s/  THOMAS S. SOULELES Name: Thomas S. Souleles Its: Director
	MDP GLOBAL INVESTORS LIMITED
	By:	/s/  THOMAS S. SOULELES Name: Thomas S. Souleles Its: Director
	MADISON DEARBORN PARTNERS, L.L.C
	By:	/s/  THOMAS S. SOULELES Name: Thomas S. Souleles Its: Managing Director

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INDEX TO EXHIBITS

Exhibit Number	Description
99(a)(1)	Offer Document dated July 5, 2002.
99(a)(2)	Form of Letter of Transmittal.
99(a)(3)	Form of Acceptance and Authority.
99(a)(4)	Form of Notice of Guaranteed Delivery.
99(a)(5)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
99(a)(6)	Form of Letter to Clients for use by Commercial Banks, Trust Companies and Other Nominees.
99(a)(7)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
99(a)(8)	Irish press announcement dated June 17, 2002 regarding pre-conditional offer to purchase (incorporated by reference to Exhibit (a)(5)(A) of the filing persons' Schedule TO-C dated July 17, 2002).
99(a)(9)	Irish press announcement dated June 17, 2002 regarding offer to purchase (incorporated by reference to Exhibit (a)(5)(B) to the filing person's Schedule TO-C dated July 17, 2002).
99(a)(10)	Summary U.S. Advertisement dated July 5, 2002.
99(a)(11)	Summary Irish Advertisement dated July 5, 2002.
99(a)(12)	Irish and United Kingdom press release dated July 5, 2002 regarding posting of the Offer Document.
99(a)(13)	Press release dated July 14, 2002 issued by JSG regarding status of prior approach from unaffiliated financial party.
99(a)(14)	Explanatory leaflet dated July 18, 2002 to JSG Shareholders.
99(b)(1)	Loan agreements (to be filed by amendment upon completion).
99(c)(1)	Report dated May 30, 2002 prepared for Madison Dearborn Partners by Jaakko Poyry Consulting regarding the European containerboard industry.*
99(c)(2)	Presentation by UBS Warburg and IBI Corporate Finance to JSG's Independent Directors, dated June 16, 2002.
99(d)(1)	Transaction Agreement dated June 17, 2002 by and between JSG and Purchaser (incorporated by reference to exhibit 2.1 to the Schedule 13D/A filed by Smurfit International, B.V. on June 17, 2002).
99(d)(2)	Equity Commitment Letter dated June 17, 2002, by and among Purchaser, Madison Dearborn Capital Partners, L.L.C. and Madison Dearborn Capital Partners IV, L.P.
99(d)(3)	Letter Agreement dated May 7, 2002 by and between Jefferson Smurfit Group plc and Madison Dearborn Capital Partners IV, L.P regarding expense reimbursement and non-solicitation ("Expense Reimbursement Agreement").
99(d)(4)	Amendment dated June 17, 2002 to Expense Reimbursement Agreement.

*

Certain portions of this document have been omitted pursuant to a request for confidential treatment and the omitted portions have been filed with the Commission separately on the date hereof.

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Exhibit Number	Description
99(d)(5)	Form of Irrevocable Undertaking by and between MDCP Acquisitions I and each of the Management Investors, including certain corporate entities controlled by such persons (incorporated by reference to Exhibit C to the filing persons' Schedule 13D filed June 20, 2002).
99(d)(6)	Form of Irrevocable Undertaking by and between MDCP Acquisitions I and each of Peter Alan Smurfit, Dermot F. Smurfit, James O. Dwyer and Mary Redmond, including certain corporate entities controlled by such persons (incorporated by reference to Exhibit D to the filing persons' Schedule 13D filed June 20, 2002).
99(d)(7)	Form of Irrevocable Undertaking by and between MDCP Acquisitions I and each of the Independent Directors (incorporated by reference to Exhibit E to the filing persons' Schedule 13D filed June 20, 2002).
99(d)(8)	Agreement and Commitment dated June 17, 2002 by and between Purchaser and Jefferson Smurfit Group plc regarding continuation of director and officer liability insurance.
99(d)(9)	Letter Agreement dated on or about July 4, 2002 between MDCP Acquisitions plc and Dr. Michael W.J. Smurfit.
99(d)(10)	Letter Agreement dated on or about July 4, 2002 between MDCP Acquisitions plc and Gary McGann.
99(d)(11)	Letter Agreement dated on or about July 4, 2002 between MDCP Acquisitions plc and Anthony Smurfit.
99(d)(12)	Letter Agreement dated on or about July 4, 2002 between MDCP Acquisitions plc and Ian Curley.
99(d)(13)	Management Equity Agreement dated on or about July 4, 2002 among MDCP Acquisitions plc and each of the Management Investors.
99(d)(14)	Registration Rights Agreement dated on or about July 4, 2002 among MDCP Acquisitions plc, MDCP IV Global Investments, LP and each of the Management Investors.
99(d)(15)	Corporate Governance Agreement dated on or about July 4, 2002 among MDCP Acquisitions plc, MDCP IV Global Investments, LP and each of the Management Investors.

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Item 12. Exhibits.

SIGNATURE
INDEX TO EXHIBITS

EX-99.(A)(14)

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Exhibit 99(a)(14)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the Offer or the action you should take, you should seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in Ireland, is authorised or exempted under the Investment Intermediaries Act, 1995 or the Stock Exchange Act, 1995, or, if you are taking advice in the United Kingdom, is authorised pursuant to the Financial Services and Markets Act 2000 of the UK.

Explanatory Leaflet

Recommended cash offer* for

by MDCP Acquisitions I
an affiliate of
Madison Dearborn Partners, L.L.C.
and (outside the United States) by
Deutsche Bank on its behalf

         This explanatory leaflet is for guidance purposes only and should be read in conjunction with the Offer Document dated 5 July 2002 and the other documents in this envelope as follows (i) Form of Proxy (Pink) and (ii) Form of Acceptance (White)

If you have any queries please phone Capita Corporate Registrars Plc on 01 810 2494 (+353 1 810 2494 if outside Ireland)

This explanatory leaflet should be read in conjunction with the Offer Document and the related acceptance documents accompanying the Offer Document that were previously sent to you. These documents contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. MDCP Acquisitions has filed a Tender Offer Statement containing the Offer Document and the related acceptance documents. Free copies of those documents are available on the SEC's website at www.sec.gov. JSG Shareholders are advised to read the Offer Document and the related acceptance documents because they contain important information. The definitions used in the Offer Document dated 5 July 2002 apply also to this explanatory leaflet.

*The Offer is final and will not be raised, except that, in the event a competitive situation arises or an alternative third party proposal is made, MDCP Acquisitions reserves the right to revise any term of the Offer.

The MDP Proposal

         JSG Shareholders will:-

under the Offer, receive €2.15 in cash per JSG Share
and
under the Spin-Off, own one SSCC Share for every 16 JSG Shares held.

The Independent Directors have unanimously recommended all JSG shareholders to accept the Offer and vote to approve the Spin-Off as described in the Offer Document and the Spin-Off Circular.

You should note that the Offer cannot proceed unless the Spin-Off is approved.

Accompanying this document you will find:-

Form of Proxy To vote, please complete the Form of Proxy and despatch so as to reach Capita by 4.00 pm (Irish time) on Saturday, 27 July 2002. You can also fax it to +353 1 810 2422. You should read the Spin-Off Circular dated and sent on 5 July 2002 by JSG to JSG Shareholders.
Form of Acceptance To accept the Offer you must complete, sign and return the form, together with your share certificate(s). Your acceptance must be received by Capita by 1.00 pm (Irish time) on Tuesday, 6 August 2002. A reply paid envelope for returning your Form of Acceptance is enclosed in the pack.

How to fill out the Form of Acceptance

TO ACCEPT THE OFFER YOU MUST RETURN YOUR COMPLETED FORM OF ACCEPTANCE BY 1.00 PM (IRISH TIME) ON TUESDAY, 6 AUGUST 2002 TO:
CAPITA CORPORATE REGISTRARS PLC, PO BOX 7117, DUBLIN 2, IRELAND

Return your Form of Acceptance by post with all your share certificate(s).

If you hold your JSG Shares in a CREST account you are not required to return any share certificate(s) with your completed form.

Frequently asked questions

1.	What is the Offer? MDCP Acquisitions is offering to pay €2.15 in cash for each JSG Share. The Offer represents a premium of:
	—	38 per cent. to the Market Value of JSG Shares (excluding SSCC) of €1.56 per JSG Share on 1 May 2002, the last Business Day prior to the announcement by JSG that it had received an approach from a third party that might or might not lead to an offer for part or all of JSG; and
	—	57 per cent. to the average Market Value of JSG Shares (excluding SSCC) of €1.37 per JSG Share for the six months prior to such announcement.
	In addition, as a result of the Spin-Off, each JSG Shareholder will own one share of common stock of Smurfit-Stone Container Corporation, or "SSCC", for every 16 JSG Shares held.
2.	What is the Spin-Off? The Spin-Off is the distribution of JSG's approximately 29.3 per cent. stake in SSCC to JSG shareholders in exchange for the cancellation of a portion of JSG's share capital. As a result of the Spin-Off, each JSG Shareholder will own one SSCC share for every 16 JSG Shares held. SSCC is one of the industry's leading manufacturers of paper and paper-based products. SSCC's common stock is traded on the Nasdaq National Market.
	The Spin-Off is subject to the approval by JSG Shareholders at an extraordinary general meeting and the approval of the Court. The Spin-Off will be implemented concurrently with the Offer becoming or being declared unconditional in all respects. The Offer cannot be completed if the Spin-Off is not approved.
3.	Do the Independent Directors of JSG support the Offer? The Independent Directors have unanimously recommended all JSG shareholders to accept the Offer and vote to approve the Spin-Off as described in the Offer Document and the Spin-Off Circular.
4.	When will I receive my cash or Loan Notes? Before any payment can be made, the Offer must become or be declared unconditional in all respects. There are a number of conditions, set out in Part A of Appendix II of the Offer Document, that must be satisfied or waived before this can occur - including that the Offer is accepted by JSG shareholders holding not less than 80 per cent. of the JSG shares subject to the Offer.
	If you return your completed Form of Acceptance by the date on which the Offer becomes or is declared unconditional in all respects, a cheque for the cash consideration of €2.15 per JSG Share will be sent to you within 14 days of that date. If you have not returned your completed Form of Acceptance by the date on which the Offer becomes or is declared unconditional in all respects, a cheque for the cash consideration will be sent to you within 14 days of the date on which your Form of Acceptance is received (if received prior to the date the Offer expires).
	If you have validly elected for the Loan Note Alternative, your loan note certificate will be despatched to you at the same time as you would have received the cash consideration.
	If your JSG Shares are held in uncertificated form, the cash consideration will be paid be in accordance with CREST assured payment arrangements.
	In addition to the cash or Loan Note consideration, as a result of the Spin-Off, you will own one SSCC share for every 16 JSG Shares held. A dealing facility is being offered for certain shareholders who would like to sell all of their SSCC Shares received as part of the Spin-Off.
5.	By when do I have to accept the Offer and return my Form of Acceptance? The closing time and date of the Offer is 1.00 pm (Irish time) on Tuesday, 6 August 2002. Subject to (amongst other conditions) the level of acceptances, the Offer may be extended beyond that date.
6.	What documents do I need to return if my JSG Shares are held in a CREST account? To accept the Offer, complete and return the Form of Acceptance by 1.00 pm (Irish time) on the closing date of Tuesday, 6 August 2002. You will not hold a share certificate and therefore you will not need to enclose any share certificate(s).
7.	What happens if I do not return my Form of Acceptance by 1.00 pm (Irish time) on Tuesday, 6 August 2002? The period for acceptance of the Offer may be extended beyond the closing date of Tuesday, 6 August 2002. In which case, if you wish to accept the Offer, the enclosed Form of Acceptance should be completed and returned, together with your share certificate(s) (if applicable), as soon as possible thereafter (in any event before the expiration of the Offer Period).
8.	What if I have already despatched my Form of Proxy and my Form of Acceptance? You need take no further action.
9.	What happens if the Offer is not successful? If the Offer does not become or is not declared unconditional in all respects, your share certificate(s) and/or any other document(s) will be returned to you within 14 days of the Offer lapsing.
	The directors of MDCP Acquisitions, the directors of MDCP Acquisitions plc (the controlling shareholder of MDCP Acquisitions) and the Management Investors (being Dr. Michael Smurfit, Mr. Gary McGann, Mr. Anthony Smurfit and Mr. Ian Curley) accept responsibility for the information contained in this explanatory leaflet other than (i) the information relating to the Spin-Off, the Spin-Off Circular and the Form of Proxy, for which the directors of JSG accept responsibility; and (ii) the recommendation and the related opinions of the Independent Directors contained in this explanatory leaflet, for which the Independent Directors accept responsibility. To the best of the knowledge and belief of the Management Investors, the Independent Directors, the directors of each of MDCP Acquisitions, MDCP Acquisitions plc and JSG (who, in each case, have taken all reasonable care to ensure that such is the case) the information contained in this explanatory leaflet for which they respectively accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. This document has been issued by and is the responsibility of MDCP Acquisitions, MDCP Acquisitions plc and JSG as outlined above and has been approved, solely for the purposes of Section 21 of the Financial Services and Markets Act 2000, by Deutsche Bank. Deutsche Bank is regulated in the United Kingdom by the Financial Services Authority, and is acting for MDP and MDCP Acquisitions and for no one else in connection with the Offer and will not be responsible to anyone other than MDP and MDCP Acquisitions for providing the protections afforded to clients of Deutsche Bank, or for providing advice in relation to the Offer and the Spin-Off. Deutsche Bank Securities Inc., which is a licensed broker-dealer in the United States, is acting as sole dealer manager in the United States in relation to the Offer.

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The MDP Proposal
How to fill out the Form of Acceptance
Frequently asked questions