GAYLORD CONTAINER CORP /DE/
10-K/A, 1994-12-16
PAPERBOARD MILLS
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<PAGE>
FORM 10-K/A   Amendment No. 1 

Securities and Exchange Commission
Washington DC 20549
FORM 10-K

 X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
   Act of 1934 For the fiscal year ended September 30, 1994 

   or

   Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
   Act of 1934 
 
   For the transition period from ___________  to   ____________ 
                         Commission file number 1-9915


                           GAYLORD CONTAINER CORPORATION
              (Exact name of registrant as specified in its charter)

             Delaware                                    36-3472452
         (State or other jurisdiction of              (I.R.S. Employer
          incorporation or organization)              Identification No.)

       500 Lake Cook Road, Suite 400, Deerfield, Illinois       60015
              (Address of principal executive office)       (Zip Code)

     Registrant s telephone number, including area code: (708) 405-5500


 The sole purpose of this amendment is to add exhibit 27.1 to the exhibit index.



      Pursuant to the requirements of the Securities Exchange Act of 1934, the
 registrant has duly caused this amendment to be signed on its behalf by the 
 undersigned, thereunto duly authorized, on the 16th day of December, 1994.


                                                Gaylord Container Corporation


                                              By /s/ Daniel P. Casey
                                                 ----------------------------
                                                     Daniel P. Casey
                                                     Executive Vice President
 

<PAGE>
EXHIBIT INDEX
Number and Description of Exhibit


10.20(a) Amendment No. 1 to Employment Agreement between the Registrant and
Marvin A. Pomerantz dated February 8, 1989, incorporated by reference to
Exhibit 10.25 of the Registrant s Registration Statement on Form S-1 (No.
33-29722), as amended, filed under the Securities Act of 1933, as amended (the
1989 Debt Registration Statement) 

10.21(a) Employment Agreement by and between the Registrant and Marvin A.
Pomerantz dated January 1, 1993, incorporated by reference to Exhibit 10.20 of
the 1993 Form 10-K 

10.22(a) Employment Agreement by and between the Registrant and Warren J.
Hayford dated as of May 18, 1988, incorporated by reference to Exhibit 10.2 of
the 1988 Debt Registration Statement 

10.23(a) Amendment No. 1 to Employment Agreement between the Registrant and
Warren J. Hayford dated February 8, 1989, incorporated by reference to Exhibit
10.26 of the 1989 Debt Registration Statement 

10.24(a) Employment Letter Agreement by and between the Registrant and Dale E.
Stahl, dated as of November 22, 1993, incorporated by reference to Exhibit
10.25 of the 1993 Form 10-K 

10.25(a) Employment Letter Agreement by and between the Registrant and Daniel
P. Casey, dated as of November 22, 1993, incorporated by reference to Exhibit
10.27 of the 1993 Form 10-K 

10.26(a) Employment Letter Agreement by and between the Registrant and
Lawrence G. Rogna, dated as of November 22, 1993, incorporated by reference to
Exhibit 10.29 of the 1993 Form 10-K 

10.27(a) Stock Retention Agreement dated June 25, 1992 between the Registrant
and Mid-America Group, Ltd., incorporated by reference to Exhibit 10(nn) of
the 1991 Proxy Statement - Prospectus 

10.28(a) Stock Retention Agreement dated June 25, 1992 between the Registrant
and Warren J. Hayford, incorporated by reference to Exhibit 10(pp) of the 1991
Proxy Statement - Prospectus 

10.29(a) Gaylord Container Corporation 1987 Key Employee Stock Option Plan,
incorporated by reference to Exhibit 28 of the Registrant s Registration
Statement on Form S-8 (No. 33-25675) filed under the Securities Act of 1933,
as amended 

10.30(a) Gaylord Container Corporation 1989 Long-Term Incentive Plan,
incorporated by reference to Exhibit 28.1 of the Registrant s Registration
Statement on Form S-8 (No. 33-33977) filed under the Securities Act of 1933,
as amended 

10.31(a) Gaylord Container Corporation Outside Director Stock Option Plan,
incorporated by reference to Exhibit 28 of the Registrant s Registration
Statement on Form S-8 (No. 33-33871) filed under the Securities Act of 1933,
as amended 

10.32(a) Gaylord Container Corporation Retirement Plan 

10.33(a) Gaylord Container Corporation Retirement Savings Plan 

10.34(a) Gaylord Container Corporation Management Incentive Plan 

10.35(a) Gaylord Container Corporation Key Performance Compensation Plan 

10.36(a) Gaylord Container Corporation Shareholder Value Plan 

10.37(b) Gaylord Container Corporation Supplemental Retirement Plan 

21.1(a) Subsidiaries of the Registrant, incorporated by reference to Exhibit
21.1 of the 1993 Form 10-K 

23.1(b) Consent of Deloitte & Touche LLP 

24.1(b) Power of Attorney 

27.1(b) Financial Data Schedule

(a) Incorporated by reference.
(b) Filed with this Annual Report.




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