<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMERICAN PAD & PAPER COMPANY
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-3146298
- - ------------------------------------------ ------------------------------
State of Incorporation or organization) (IRS employer identification no.)
17304 PRESTON ROAD, SUITE 700, DALLAS, TX 75252
- - ----------------------------------------- ---------------------------------
(Address of principal executive offices) (zip code)
If this form relates to If this Form relates to the
the registration of a registration of a class of debt
class of debt securities securities and is to be become
and is effective upon effective simultaneously with the
filing pursuant to effectiveness of a concurrent
General Instruction registration statement under the
A(c)(1) please check the Securities Act of 1933 pursuant
following box. to General Instruction A(c)(2)
please check the following box.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Common Stock, New York Stock Exchange
par value $.01 per share
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Not Applicable
------------------------
(Title of Class)
Page 1 of 4 Pages
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's Common Stock, par value $.01 per share (the
"Common Stock"), as included under the caption "Description of Capital Stock" in
the Prospectus forming part of the Registrant's Registration Statement on Form
S-1, filed with the Securities and Exchange Commission (the "Commission") on
April 25, 1996, Registration Number 333-4000, including exhibits, and as may be
subsequently amended from time to time (the "Registration Statement"), is hereby
incorporated by reference. Capitalized terms used herein and not otherwise
defined have the meanings assigned to them in the Registration Statement.
ITEM 2. EXHIBITS.
The following exhibits will be filed with each copy of the Registration
Statement filed with the New York Stock Exchange but will not be filed with the
Commission:
Number Description
------ -----------
1. Specimen certificate for the Common Stock.
2. Restated Certificate of Incorporation of the Registrant.
3. Amended and Restated By-laws of the Registrant.
4. Registration Rights Agreement by and among the Registrant and
certain stockholders of the Registrant.
5. Amendment No. 1 to Registration Statement as filed with the
Commission on June 6, 1996.
Pages 2 of 4 Pages
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
AMERICAN PAD & PAPER COMPANY
By: /s/ Gregory M. Benson
------------------------------
Gregory M. Benson
Chief Financial Officer
Date: June 5, 1996
Page 3 of 4 Pages
<PAGE>
EXHIBIT INDEX
Exhibit Description Sequential
Number Page
- - ------- -------------------------------------------------------- ------------
1. Specimen certificate for the Common Stock.
2. Restated Certificate of Incorporation of the Registrant.
3. Amended and Restated By-laws of the Registration.
4. Registration Rights Agreement by and among the
Registrant and certain stockholders of the Registrant.
5. Amendment No. 1 to Registration Statement as filed with
the Commission on June 6, 1996.
Pages 4 of 4 Pages
