SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
GAYLORD CONTAINER CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
368145108
(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 the
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).
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EIN 23-2858271
SCHNEIDER CAPITAL MANAGEMENT, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER.
1,303,300
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
5,290,500
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,290,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.0%
12. TYPE OF REPORTING PERSON
IA
GENERAL INSTRUCTIONS
Item 1.
(a) Name of Issuer
GAYLORD CONTAINER CORPORATION
(b) Address of Issuer's Principal Executive Offices
500 Lake Cook Road
Suite 400
Deerfield, Illinois 60015
Item 2.
(a) Name of Person Filing
Schneider Capital Management, L.P.
(b) Address of Principal Business Office or, if none,
Residence
460 E. Swedesford Rd., Suite 1080
Wayne, PA 19087
(c) Citizenship
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<PAGE>
UNITED STATES
(d) Title of Class of Securities
COMMON STOCK
(e) CUSIP Number
368145108
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) / / Broker or Dealer registered under Section 15 of
the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance Company as defined in section 3(a)(19)
of the Act
(d) / / Investment Company registered under section 8 of
the Investment Company Act
(e) /x/ Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund; see
ss.240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with
ss.240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) / / Group, in accordance with ss.240.13d-
1(b)(1)(ii)(H)
Item 4. Ownership.
(a) Amount Beneficially Owned
5,290,500
(b) Percent of Class
10.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
1,303,300
(ii) shared power to vote or to direct the vote
None
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(iii) sole power to dispose or to direct the disposition
of
5,290,500
(iv) shared power to dispose or to direct the
disposition of
None
Item 5. Ownership of Five Percent or Less of a Class. If this statement is
being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following / /.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
None
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
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<PAGE>
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.
12/10/97
Date
GARY P. SOURA, JR.
Signature
GARY P. SOURA, JR.
ASSISTANT VICE-PRESIDENT Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representatives authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements of omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
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