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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Gaylord Container Corporation
(Name of Issuer)
Class A Common Stock, par value $.0001 per share
(Title of Class of Securities)
368145 10 8
(CUSIP Number)
Check the following box if a fee is being paid with this statement _____. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 Pages
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CUSIP No. 368145 10 8 13G Page 2 of 6 Pages
_______________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warren J. Hayford
____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)_______
(b) __X___
____________________________________________________________________________
3 SEC USE ONLY
____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
____________________________________________________________________________
| |
NUMBER OF | 5 | SOLE VOTING POWER
| |
SHARES | | 1,476,286 (See Item 4)
|_______|__________________________________________________
BENEFICIALLY | |
| 6 | SHARED VOTING POWER
OWNED BY | |
| | 0
EACH |_______|__________________________________________________
| |
REPORTING | 7 | SOLE DISPOSITIVE POWER
| |
PERSON | | 1,476,286 (See Item 4)
|_______|__________________________________________________
WITH | |
| 8 | SHARED DIPOSITIVE POWER
| |
| | 0
_________________|_______|__________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,476,286 (See Item 4)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
______
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.7% (See Items 4 and 5)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON*
IN
_____________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1(a) Name of Issuer:
Gaylord Container Corporation (the "Company")
Item 1(b) Address of Issuer's Principal Executive Offices:
500 Lake Cook Road, Suite 400
Deerfield, IL 60015
Item 2(a) Name of Person Filing:
Warren J. Hayford
Item 2(b) Address of Principal Business Office or, if none,
Residence:
c/o Warren J. Hayford
Gaylord Container Corporation
500 Lake Cook Road
Suite 400
Deerfield, Illinois 60015
Item 2(c) Citizenship:
United States of America
Item 2(d) Title of Class of Securities:
Class A Common Stock, par value $.0001 per share
("Class A Common Stock")
Item 2(e) CUSIP No.:
368145 10 8
Item 3 If this statement is filed pursuant to Rules 13d-
1(b), or 13d-2(b), check whether the person filing
is a:
Not Applicable
Page 3 of 6 Pages
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Item 4 Ownership:
(a) Amount Beneficially Owned: 1,476,286 (1)
(b) Percent of Class: 2.7% (1) (2)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote: 1,476,286 (1)
(ii) shared power to vote or to direct the
vote: 0
(iii) sole power to dispose or to direct the
disposition of: 1,476,286 (1)
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5 Ownership of Five Percent or Less of a Class:
__X___
_____________________________________________________________________________
(1) Mr. Hayford's wife owns 218,496 shares of Class A Common, a trust for the
benefit of Mr. Hayford's grnadchildren owns 84,286 shares of Class A Common
Stock and 50,000 shares of Class A Common Stock are held by the Hayford
Family Charitable Foundation. Mr. Hayford disclaims beneficial ownership
of these shares.
(2) Based on the 54,093,511 shares of Class A Common Stock outstanding as of
December 31, 1995. Of the 54,093,511 shares of Class A Common Stock
outstanding, 18,008,701 shares are held in trust (the "Trust Shares") for
the benefit of the holders of certain warrants of the Company. The
reporting person understands that in many circumstances the Trust Shares
are required to be voted in the same proportion and manner in which all
the shares not held in such trust are voted. As a result, the reporting
person may have the power to indirectly vote a proportionate number of
Trust Shares and thus effectively control voting power of the Company's
Class A Common in excess of the percentage shown. The reporting person
disclaims beneficial ownership of such Trust Shares.
Page 4 of 6 Pages
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Item 6 Ownership of More Than Five Percent on Behalf of
Another Person:
Not applicable
Item 7 Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
Not applicable
Item 8 Identification and Classification of Members of
the Group:
Not applicable
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10. Certification:
Not applicable
Page 5 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 3, 1996
/s/ Warren J. Hayford
________________________
Signature
Warren J. Hayford
______________________
Name/Title
Page 6 of 6 Pages
