<PAGE>
As filed with the Securities and Exchange Commission on June 29, 1994
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GAYLORD CONTAINER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-3472452
(State of incorporation) (I.R.S. Employer
Identification No.)
500 Lake Cook Road, Suite 400, Deerfield, Illinois 60015
(Address of principal executive offices)
GAYLORD CONTAINER CORPORATION EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Daniel P. Casey
Executive Vice President
Suite 400
500 Lake Cook Road
Deerfield, Illinois 60015
(708) 405-5500
(Name, address, including zip code, and telephone number,including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount
to be to be Price Offering Regist.
Registered Registered 1 Per Share 2 Price 2 Fee 2
----------- ------------ ----------- --------- -------
Class A Common 200,000 $5.00 $1,000,000 $344.83
Stock, par value
$.0001 per share
=========================================================================
1 Pursuant to Rule 416, this Registration Statement shall be deemed
to cover any additional shares of Class A Common Stock which may
be issuable pursuant to the antidilution provisions of the Plan.
2 Estimated pursuant to Rule 457(h) solely for the purpose of
calculating the amount of the registration fee based upon the
average of the high and low prices reported for the shares on the
American Stock Exchange on June 28, 1994.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Gaylord Container Corporation (the
"Company") with the Commission and information contained therein are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1993.
2. All documents filed by the Company pursuant to Sections 13(a),
and 15(d) of the Securities Exchange Act of 1934 since the end
of the fiscal period covered by the Registrant document
referred to in (1) above.
3. The Company's description of the Company's Class A Common
Stock contained in the Registration Statement on Form 8-A
filed with the Commission pursuant to Section 12(g) of the
Exchange Act on April 28, 1988, including any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicate that all
securities offered have been sold or which deregister all securities
then remaining unsold, shall be deemed to be incorporated by reference
in the registration statement and to be part thereof from the date of
filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
Under Section 145 of the Delaware Corporation Law, the Company
is empowered to indemnify its directors and officers in the
circumstances therein provided.
The Company's Restated Certificate of Incorporation, as
amended, provides that no directors shall be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary
duty as a director.
Under Article Nine of its Restated Certificate of
Incorporation, as amended, the Company shall indemnify and advance expenses
to every director and officer (and to such person's heirs, executors,
administrators or other legal representatives) in the manner and to the
full extent permitted by applicable law as it currently exists, or may
hereafter be amended, against any and all amounts (including judgments,
fines, payments in settlement, attorneys' fees and other expenses)
reasonably incurred by or on behalf of such person in connection with
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative ("a proceeding"), in
which such director or officer was or is made or is threatened to be
made a party or is otherwise involved by reason of the fact that such
person is or was a director or officer of the Company or is or was
serving at the request of the Company as a director, officer, employee,
fiduciary or member of any other corporation, partnership, joint
2
<PAGE>
venture, trust, organization or other enterprise. The Company shall not
be required to indemnify a person in connection with a proceeding
initiated by such person if the proceeding was not authorized by the
Board of Directors of the Company. The Company shall pay the expenses
of directors and officers incurred in defending any proceeding in
advance of its final disposition ("advancement of expenses"); provided,
however, that the payment of expenses incurred by a director or officer
in advance of the final disposition of the proceeding shall be made only
upon receipt of an undertaking by the director or officer to repay all
amounts advanced if it should be ultimately determined that the director
or officer is not entitled to be indemnified under Article Nine of the
Restated Certificate of Incorporation or otherwise. If a claim for
indemnification or advancement of expenses by an officer or director
under Article Nine of the Restated Certificate of Incorporation is not
paid in full within forty-five days after a written claim therefor has
been received by the Company, the claimant may file suit to recover the
unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim. In
any such action, the Company shall have the burden of proving that the
claimant was not entitled to the requested indemnification or
advancement of expenses under applicable law. The rights conferred on
any person by Article Nine of the Restated Certificate of Incorporation
shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Company's Restated
Certificate of Incorporation or By-Laws, agreement, vote of stockholders
or disinterested directors or otherwise.
In addition, directors and officers are insured, at the
Company's expense, against some liabilities which might arise out of
their employment and may or may not be subject to indemnification under
Article Nine of the Restated Certificate of Incorporation.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of the
Company, as amended, (incorporated by reference to
Exhibit 3.1 of the Registrant's current Report on Form 8-K
filed on October 30, 1992 under the Securities Exchange
Act of 1934, as amended).
4.2 By-laws of the Company (incorporated by reference from
Exhibit 3(b) to the Registrant's Form S-4 Registration
Statement, Registration No 33-41799, as amended).
4.3 Gaylord Container Corporation Employee Stock Purchase
Plan effective as of July 1, 1994.
5.1 Opinion of Kirkland & Ellis with respect to the legality
of the securities being registered
23.1 Consent of Deloitte & Touche
23.2 Consent of Kirkland & Ellis (included in opinion filed as
Exhibit 5.1).
25 Power of Attorney
3
<PAGE>
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes (a) to file,
during any period in which offers or sales are being made, a post-
effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement; (b) that,
for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and (c) to
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report on Form 10-K
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of the Plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
their respective counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company certifies it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, and in the capacity
indicated, in the City of Deerfield, State of Illinois, on the 29th
day of June, 1994.
GAYLORD CONTAINER CORPORATION
By: /s/ Daniel P. Casey
---------------------------------
Daniel P. Casey
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities indicated below on June 29, 1994.
5
<PAGE>
Signatures Title
/s/ Marvin A. Pomerantz Chairman, Chief Executive Officer and
- ----------------------------------- Director (Principal Executive
Marvin A. Pomerantz Officer)
/s/ Daniel P. Casey Executive Vice President
- ----------------------------------- (Principal Financial Officer)
Daniel P. Casey
/s/ Jeffrey B. Park Vice President - Corporate Controller
- ----------------------------------- (Principal Accounting Officer)
Jeffrey B. Park
Frank E. Babb* Director
- -----------------------------------
Frank E. Babb
Director
- -----------------------------------
Norman H. Brown, Jr.
Harve A. Ferrill* Director
- -----------------------------------
Harve A. Ferrill
John E. Goodenow* Director
- -----------------------------------
John E. Goodenow
David B. Hawkins* Director
- -----------------------------------
David B. Hawkins
John Hawkinson* Director
- -----------------------------------
John Hawkinson
Director
- -----------------------------------
Warren J. Hayford
Richard S. Levitt* Director
- -----------------------------------
Richard S. Levitt
Director
- -----------------------------------
Ralph L. MacDonald, Jr.
Thomas H. Stoner* Director
- -----------------------------------
Thomas H. Stoner
*By /s/ Daniel P. Casey
---------------------------------
Daniel P. Casey, Attorney-in-Fact
6
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
No. Description of Exhibit Numbered Page
-------- ------------------------------------- -------------
4.1 Restated Certificate of Incorporation of
the Company, as amended, (incorporated by
reference from Exhibit 3.1 of the Registrant's
current Report on Form 8-K filed on October 30,
1992 under the Securities Exchange Act of 1934,
as amended).
4.2 By-laws of the Company (incorporated by
reference from Exhibit 3(b) to the
Registrant's Form S-4 Registration Statement,
Registration No 33-41799, as amended).
4.3 Gaylord Container Corporation Employee Stock
Purchase Plan effective as of July 1, 1994.
5.1 Opinion of Kirkland & Ellis with respect to
the legality of the securities being
registered.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Kirkland & Ellis (included in
opinion filed as Exhibit 5.1).
25 Power of Attorney
7
GAYLORD CONTAINER CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
Kirkland & Ellis
Chicago, Illinois
<PAGE>
GAYLORD CONTAINER CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
1. History of the Plan. This plan, as may from time
to time be amended, shall be referred to as the Gaylord Container
Corporation Employee Stock Purchase Plan (the "Plan"). This Plan
was adopted and approved by the Board of Directors of Gaylord
Container Corporation (the "Company") on November 16, 1993. The
Plan is maintained by the Company and any of its domestic
subsidiaries that may adopt the Plan from time to time in
accordance with the procedures set forth in Section 23 hereof
(each such adopting subsidiary referred to herein as a "Covered
Entity") with the Company's consent.
2. Purpose. The purpose of the Plan is to give
employees wishing to do so a convenient means of purchasing
shares of Gaylord Container Corporation Class A Common Stock (the
"Shares") through payroll deductions. The Company believes that
ownership of Shares by employees will foster greater employee
interest in the Company's growth and development.
3. Shares for the Plan. Shares subject to the Plan
may be shares now or hereafter authorized and unissued, shares
already authorized, issued and owned by the Company, or shares
purchased by the Company for allocation under the Plan. The
right to purchase shares pursuant to the Plan shall be made
available by a series of monthly offerings to employees eligible
to participate in the Plan pursuant to Section 6 hereof. If and
to the extent that any right to purchase reserved Shares shall
not be exercised by any employee for any reason or if such right
to purchase shall terminate as provided herein, Shares that have
not been so purchased under the Plan shall again become available
for the purposes of the Plan during the remaining term of the
Plan.
4. Effective Date. The "effective date" of the Plan
is July 1, 1994.
5. The Plan Year. The Plan shall operate on a Plan
Year which shall be the 12-month period ending on September 30.
6. Plan Periods. The Plan Year shall be divided into
one-month Plan periods. Each such period is referred to herein
as a "Plan Period."
7. Plan Administration. The Plan shall be
administered by the Employee Benefits Committee for the Company
(the "Plan Committee"). As Plan administrator, the Plan
Committee shall have complete control of the administration of
the Plan, which includes the determination of employees'
eligibility for participation in accordance with the standards
set forth in Section 8 hereof, the interpretation of provisions
of the Plan, the adoption of any rules or regulations which may
be necessary, advisable or desirable in the operation of the Plan
including rules excluding from participation in the plan officers
and directors in order to prevent transactions under the Plan
from being subject to Rule 16-b of the Securities and Exchange
Commission, and the delegation of certain of the duties of the
Plan Committee to an agent to facilitate the purchase and transfer
of Shares and to otherwise assist in the administration of the
<PAGE>
Plan. The Plan Committee shall control the general administration
of the Plan with all powers necessary to enable it to carry out
its duties in that respect, except that, if for any reason a Plan
Committee shall not have been appointed, all authority and duties
of the Plan Committee under this Plan shall be vested in and
exercised by the Board of Directors of the Company.
8. Eligibility. Any employee of the Company or a
Covered Entity shall be eligible to participate in the Plan on
the effective date or on any January 1, April 1, July 1 or
October 1 thereafter which is a minimum of 30 days after the date
of such employee's employment with the Company or Covered Entity;
provided any employee who is an insider under Section 16 of the
Securities Exchange Act of 1934 and the rules promulgated
thereunder shall be ineligible to participate in the Plan.
9. Election to Participate and Payroll Deductions.
An eligible employee may elect to participate in the Plan as of
the first day of any Plan Period by correctly completing and
returning to the Company an enrollment form in the time and
manner prescribed by the Plan Committee authorizing a specified
payroll deduction to be made from each subsequent paycheck for
the purchase of Shares under this Plan (the "payroll deduction").
The minimum allowable payroll deduction is $10.00 per week and
the maximum is ten percent of such employee's Compensation. All
payroll deductions shall be made regularly and in equal amounts
and shall be credited on the records of the Company in the name
of the eligible employee. Such credit shall constitute only a
bookkeeping entry by the Company and no interest will be paid or
due on any money paid into this Plan or credited to such eligible
employee. Employees who elect to participate in the Plan are
referred to herein as "participating employees." "Compensation"
means an employee's base salary plus overtime, bonus and
incentive compensation.
A participating employee will be deemed to have
authorized the same payroll deduction for each subsequent payroll
period provided that he or she is eligible to participate during
each subsequent payroll period. A participating employee may
increase or decrease his or her payroll deduction as of the first
day of any Plan Period by filing the required form in the time
and manner prescribed by the Plan Committee.
In the event that an employee ceases to be a
participating employee, or if for any reason the Company does not
invest the aggregate amount of payroll deductions of a
participating employee, the amount of payroll deductions not
theretofore invested shall be returned to such employee.
10. Limitation on Number of Shares That an Employee
May Purchase. No employee may purchase Shares in any calendar
year the purchase price of which is in excess of 10% of his total
compensation from the Company (or a Covered Entity).
11. Accounting for Participant Contributions. The
Plan Committee will cause to be established a "cash account" and
<PAGE>
a "Share Account" for each participant under the Plan for
bookkeeping purposes. As soon as practicable on or after the
last day of each Plan Period, but in no case later than the
fifteenth day of the month immediately following the end of the
Plan Period, the Plan Committee will credit each participant's
cash account with such participant's payroll deductions during
the Plan Period ("credited payroll deductions"). The date of
crediting of such credited payroll deductions is referred to
herein as the "deduction crediting date." The Company shall not
be required to pay or accrue interest on the cash balances in
participants' cash accounts or on the value of participants'
Share Accounts.
12. Share Purchases. The Plan Committee will use the
entire balance of funds in participants' cash accounts to
purchase Shares to be allocated to participants' Share accounts
within the first 15 working days following each deduction
crediting date. The cost per Share to participants will be the
closing price for the Shares as it appears on the American Stock
Exchange Composite Transactions on the last day of the Plan Period
with respect to which such purchase was made; provided that if the
last day of the Plan Period is a day on which the American Stock
Exchange is closed, the price for such day shall be determine of
the last preceding day on which the American Stock Exchange is open.
13. Allocation of Shares. As soon as practicable
after all necessary Shares have been purchased by the Plan
Committee (or its agent) for the benefit of participants, the
Plan Committee will allocate such Shares to participants' Share
accounts (the date of such allocation to be referred to as the
"Share Allocation Date") in the following manner:
(a) The Plan Committee will allocate full Shares and
fractional Shares to the Share accounts of the individual
participants to the extent of the balances in their respective
cash accounts. No cash balances will remain in the participants'
cash accounts immediately after each Share Allocation Date.
(b) Until certificates are issued, no person shall
have any right to sell, assign, mortgage, pledge, hypothecate or
otherwise encumber any of the Shares allocated to a participant's
Share account.
14. Issuance of Share Certificates. Share
certificates for the number of whole Shares in each participant's
Share account may be issued to participants only upon the receipt
by the Plan Committee (or its agent) of a participant's written
request indicating the number of Shares (to a maximum of the
number of full Shares in the participant's Share account) for
which the participant wishes to receive certificates. Such
request shall be made on a form and at the time prescribed by the
Plan Committee and filed with the Plan Committee (or its agent).
Share certificates requested shall be issued to the participant
as soon as practicable after the end of a Plan Period.
A participant may elect in writing on a form prescribed
by and filed with the Plan Committee (or its agent) to have such
Share certificates issued to both such participant and a
<PAGE>
designated individual, in joint tenancy with right of
survivorship or in tenancy in common. A joint ownership election
will be effective with respect to Share certificates issued on or
after the date which is 31 days after such joint ownership
election is received by the Plan Committee (or its agent). Such
joint ownership election will remain in effect for Share
certificates issued to such participant on or before the earlier
to occur of (i) the participant's death or (ii) the date which is
31 days after the participant files a proper written revocation
of such election with the Plan Committee (or its agent). A
participant who revokes a joint ownership election may not make
another joint ownership election during the 12-month period
following the date the written revocation was received by the
Plan Committee (or its agent).
15. Expenses. The Company or the Covered Entity will
bear the commissions or other costs associated with administering
the Plan and purchasing Shares. No expenses attributable to a
participant's sale of Shares, however, will be borne by the
Company or the Covered Entity.
16. Cash Dividends and Share Distributions.
a. Cash Dividends. Cash dividends attributable to
Shares allocated to participants' Share accounts
as of the record date for which such cash
dividends are declared will be applied to Share
purchases as of the day following the dividend
payment date.
b. Share Distributions and Share Splits. Share
distributions and Share splits attributable to
Shares allocated to participants' Share accounts
as of the Share distribution record date or the
Share split effective date will be credited
directly to participants' Share accounts as of the
record date and the effective date, respectively,
of such Share distributions and such Share splits.
c. Share Rights and Warrants. Transferable Share
rights attributable to Shares allocated to
participants' Share accounts as of the record date
for which such rights are declared sold and the
proceeds applied to Share purchases as of the day
following such record date. Nontransferable Share
rights will be satisfied through a subscription
offering. Warrants will be exercised or sold at
the request of a participant. Certificates
representing such Share rights or warrants, if any
such certificates have been authorized by the Board
of Directors of the Company, may be issued to
participants pursuant to the procedures set forth
in Section 14 of this Plan.
<PAGE>
17. Voting Rights. Holders of Shares have the right
to vote on matters submitted to shareholders generally. If a
matter is submitted to the shareholders for a vote, then
following the record date for any shareholder meeting at which
such vote is to occur, the Plan Committee or its agent shall
advise the Company of the number of participants for whom Shares
are held in Share accounts on such record date, and the Company
shall furnish the Plan Committee (or its agent) with sufficient
sets of its proxy soliciting materials to deliver one set to each
such participant. The Plan Committee shall thereupon forward one
set to each participant for whom allocated Shares are being held
and request voting instructions. Upon receipt of voting
instructions, the Plan Committee shall vote the Shares as
instructed. The Plan Committee shall not vote any Share
allocated to a participant's Share account unless voting
instructions have been received from the participant; provided,
that in the case of votes on routine matters, the Plan Committee
shall vote in favor of management all Shares for which a contrary
instruction is not received.
18. Records and Reports to Participants. The Plan
Committee shall cause to be maintained true and accurate books of
account, and a record of all transactions under the Plan, and
such accounts, books and records relating thereto shall be open
to inspection and audit by such person or persons designated by
the Company. At least annually, but in all cases on or before
December 31 of each year, the Plan Committee shall file with the
Treasurer of the Company a written report setting forth all
receipts and disbursements and other transactions effected on
behalf of the Plan during the last preceding Plan Year, including
a description of all Shares purchased together with the cost of
all such Shares. Such report shall also disclose any liabilities
of the Plan and shall show, as of the close of the Plan Year, the
value of each active cash account and Share account of each
participant together with the record of Share certificates
delivered to each of the participants during such Plan Year. The
Plan Committee shall have the right to maintain one or more bank
accounts for funds contributed to the Plan, and to make deposits
in and withdrawals therefrom in connection with its
administration of the Plan.
An annual report shall be rendered to each participant
in the Plan annually within 90 days after the close of the Plan
Year, showing for the Plan Year just ended:
a. the amounts of employee payroll deductions made
for each participant;
b. the amounts of cash dividends credited to such
participant's cash account;
c. the number of Shares acquired for such
participant's Share account (including the amounts
of Share distributions, rights or warrants or
Share splits so allocated or credited);
d. the cost to the participant per Share of Shares
purchased for such participant;
<PAGE>
e. the number of Shares, if any, for which
certificates were delivered to such participant;
and
f. the beginning and ending balances in the
participant's Share account.
19. Termination of Employment. Settlement of the
accounts of participants whose employment has terminated shall be
made as of the beginning of the Plan Period following the Plan
Period in which termination of employment occurred.
As promptly as practicable after the close of the Plan
Period in which termination of employment occurred, the Plan
Committee will upon request as in Section 14 deliver to such
former participant a certificate for the number of full Shares
allocated to such participant's account and not previously
distributed, together with a check for (i) any remaining cash
balance and (ii) the value of any fractional Shares allocated to
such participant's account based on the closing price for the
Shares as it appears on the American Stock Exchange Composite
Transactions on the last day of the Plan Period during which
termination of employment occurred.
In the event of a participant's death, settlement will
be made to the participant's duly appointed legal representative
after the satisfaction of any applicable legal requirements.
20. Amendment and Termination of the Plan. The
Company reserves the right to amend this Plan at any time and in
any respect and to terminate this Plan at any time; provided,
that no amendment may affect any participant's right to the
benefit of contributions made by such participant prior to the
date of the amendment.
In the event of termination of the Plan, the Plan
Committee will make an allocation of Shares to the Share accounts
of the participants in the usual manner. As soon as practicable,
the Plan Committee will distribute to or on behalf of each
participant all of the full Shares held in such participant's
Share account plus an amount of cash equal to the balance in such
participant's cash account and the amount of any fractional
Shares in such participant's Share account.
21. Limitation on Sale of Shares. No Shares will be
sold under the Plan to any employee residing or employed in any
jurisdiction where the sale of such Shares is not permitted under
the applicable laws.
22. Amendments to Effect Registration. The Plan
Committee is authorized upon advice of counsel to make such
amendments to the Plan as may be necessary or desirable to
facilitate obtaining an effective registration statement with the
Securities and Exchange Commission under the Securities Act of
1933 and covering Shares issued pursuant hereto and listing of
the Shares on the American Stock Exchange.
23. Adopting Subsidiaries. Any domestic subsidiary of
the Company may adopt the Plan on behalf of its employees either
<PAGE>
unilaterally or by collective bargaining by filing with the
Company a certified copy of a resolution of the Board of
Directors (or other appropriate authorization satisfactory to the
Secretary of the Company) of the subsidiary providing for such
subsidiary's adoption of the Plan and a certified copy of a
resolution of the Board of Directors of the Company consenting to
such adoption.
GAYLORD CONTAINER CORPORATION
Date: June 29, 1994 By: /s/ Daniel P. Casey
------------- -------------------------
June 27, 1994
Gaylord Container Corporation
500 Lake Cook Road
Suite 400
Deerfield, IL 60015
Ladies and Gentlemen:
We have acted as special counsel to you (the "Company")
in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") pertaining to the
registration of 200,000 shares of the Company's Class A Common
Stock, $.0001 par value (the "Common Stock"), to be offered and
sold under the Gaylord Container Corporation Employee Stock
Purchase Plan (the "Plan").
In that connection, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of
such documents, corporate records and other instruments as we
have deemed necessary for the purposes of this opinion, including
the following: (a) the Restated Certificate of Incorporation of
the Company; (b) the Bylaws of the Company, as amended; and (c)
resolutions adopted by the Board of Directors of the Company on
November 16, 1993.
For the purposes of this opinion, we have assumed the
authenticity of all documents submitted to us as originals, the
conformity to the originals of all documents submitted to us as
copies, and the authenticity of the originals of all documents
submitted to us as copies. We have also assumed the genuineness
of the signatures of persons signing all documents in connection
with which this opinion is rendered, the authority of such
persons signing on behalf of the parties thereto other than the
Company, and the due authorization, execution and delivery of all
documents by the parties thereto other than the Company.
Based on the foregoing and subject to the further
qualifications set forth below, we are of the opinion that each
share of Common Stock registered under the Registration Statement
will be legally issued, fully paid and non-assessable, if and
when the following conditions are satisfied: (i) the share is
sold in accordance with the terms of the Plan; (ii) the purchaser
pays the full consideration for such share; and (iii) the Company
takes the actions necessary to cause delivery of a valid
certificate representing such share.
We do not find it necessary for the purposes of this
opinion, and accordingly we do not purport to cover herein, the
application of the securities or "Blue Sky" laws of the various
states to the sale of shares of Common Stock.
We are submitted to practice law in the State of
Illinois and we express no opinions as to matters under or
involving any laws other than the laws of the State of Illinois,
the federal laws of the United States of America and the General
Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
This opinion is furnished to you in connection with the
filing of the Registration Statement, and is not to be used,
circulated, quoted or otherwise relied upon by any other person
or by you for any other purposes.
Very truly yours,
/s/ Kirkland & Ellis
------------------------
KIRKLAND & ELLIS
INDEPENDENT AUDITORS' CONSENT
Gaylord Container Corporation:
We consent to the incorporation by reference in this Registration
Statement of Gaylord Container Corporation on Form S-8 of our report
dated November 3, 1993 appearing in the Annual Report on Form 10-K
of Gaylord Container Corporation for the year ended September 30, 1993.
/s/ Deloitte & Touche
--------------------------
DELOITTE & TOUCHE
Chicago, Illinois
June 29, 1994
CONSENT OF KIRKLAND & ELLIS
(included in opinion filed as Exhibit 5.1)
POWER OF ATTORNEY
Each of the undersigned, being a director or officer, or both, of
GAYLORD CONTAINER CORPORATION, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint each of Marvin
A. Pomerantz and Daniel P. Casey as his true and lawful attorney-
in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign the Corporation's Form S-8 Registration
Statement covering the offering of Class A Common Stock pursuant to
the Gaylord Container Corporation Employee Stock Option Plan and to
file same, together will all exhibits thereto and other attachments
and documents in connection therewith, with the Securities and
Exchange Commission, the American Stock Exchange and any other
regulatory authority, and to sign, file or deliver such further
documents and to take such further actions in connection therewith
as each of the undersigned might or could do in person and as each
such attorney and agent deems necessary or desirable; and each of
the undersigned does hereby fully ratify and confirm all that said
attorneys and agents, or any of them, or the substitute of any of
them, shall do or cause to be done by virtue hereof.
Signature Title
--------- -----
--------------------------- Chairman, Chief Executive Officer
Marvin A. Pomerantz and Director
--------------------------- Executive Vice President
Daniel P. Casey (Principal Financial Officer)
--------------------------- Vice President-Corporate Controller
Jeffrey B. Park (Principal Accounting Officer)
/s/ Frank E. Babb Director
----------------------------
Frank E. Babb
Director
----------------------------
Norman H. Brown, Jr.
/s/ Harve A. Ferrill Director
----------------------------
Harve A. Ferrill
/s/ John E. Goodenow Director
----------------------------
John E. Goodenow
<PAGE>
Signature Title
--------- -----
/s/ David B. Hawkins Director
----------------------------
David B. Hawkins
/s/ John Hawkinson Director
----------------------------
John Hawkinson
Director
----------------------------
Warren J. Hayford
/s/ Richard S. Levitt Director
----------------------------
Richard S. Levitt
Director
----------------------------
Ralph L. MacDonald, Jr.
/s/ Thomas H. Stoner Director
----------------------------
Thomas H. Stoner
