As filed with the Securities and Exchange Commission on November 7,
1994
Registration No. 33-______
_______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
_____________________
STONE CONTAINER CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 36-2041256
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 North Michigan Avenue, 60601
Chicago, Illinois
(Address of principal executive offices) (Zip Code)
___________________
MacMillan Bathurst Inc.
Share Option Plan
(Full title of the plan)
Copy to:
ARNOLD F. BROOKSTONE JIM L. KAPUT
Executive Vice-President- Sidley & Austin
Chief Financial and Planning Officer One First National Plaza
Stone Container Corporation Chicago, Illinois 60603
150 North Michigan Avenue (312) 853-7000
Chicago, Illinois 60601
(312) 346-6600
(Name, address 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 of
to be to be price offering registration
registered registered per share price fee
_______________________________________________________________________
Common Stock,
$.01 par
value(1) 44,100(2) $19.50 $859,950 $296.54(3)
_______________________________________________________________________
(1) Each share of Common Stock has associated with it one preferred
share purchase right (a "Right"). Rights initially are carried
and traded with the Stone Container Common Stock. The value
attributable to the Rights, if any, is reflected in the market
price of the Stone Container Common Stock.
(2) Plus such additional number of shares and Rights as may be
issuable by reason of the operation of the antidilution provisions
of the MacMillan Bathurst Inc. Share Option Plan.
(3) Pursuant to Rule 457(h)(1), the registration fee has been
calculated based upon the price at which options under the
MacMillan Bathurst Inc. Share Option Plan may be exercised.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Stone Container Corporation
("Stone Container" or the "Company") are incorporated herein by
reference:
(a) Stone Container's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993;
(b) Stone Container's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994 and June 30, 1994;
(c) Stone Container's Current Reports on Form 8-K dated January
3, 1994, January 5, 1994, January 24, 1994 and April 19, 1994;
(d) The description of Stone Container common stock, par value
$.01 per share (the "Common Stock") which is contained in a
registration statement filed under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), including any subsequent amendment or
any report filed for the purpose of updating such description; and
(e) The description of the Stone Container preferred share
purchase rights (the "Rights") which is contained in a registration
statement filed under the Exchange Act, including any subsequent
amendment or report filed for the purpose of updating such description.
All documents filed by Stone Container pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a posteffective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold are
deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the respective dates of filing of such
documents. Any statement contained in a document incorporated by
reference herein is deemed to be modified or superseded for all
purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Reference is made to Section 145 ("Section 145") of the Delaware
General Corporation Law of the State of Delaware (the "Delaware GCL")
which provides for indemnification of directors and officers in certain
circumstances.
In accordance with Section 102(b)(7) of the Delaware GCL, the
Company's Restated Certificate of Incorporation provides that directors
shall not be personally liable for monetary damages for breaches of
their fiduciary duty as directors except for (i) breaches of their duty
of loyalty to the Company or its stockholders, (ii) acts or omissions
not in good faith or which involve intentional misconduct or knowing
violations of law, (iii) under Section 174 of the Delaware GCL
(unlawful payment of dividends) or (iv) transactions from which a
director derives an improper personal benefit.
The Restated Certificate of Incorporation of the Company provides
for indemnification of directors and officers to the full extent
provided by the Delaware GCL, as amended from time to time. It states
that the Indemnification provided therein shall not be deemed
exclusive. The Company may maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Company, or
another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Company would have the power to indemnify him against such expense,
liability or loss, under the provisions of the Delaware GCL.
Pursuant to Section 145 and the Restated Certificate of
Incorporation, the Company maintains directors' and officers' liability
insurance coverage.
Item 7. Exemption from Registration Claimed
Not applicable.
<PAGE>
Item 8. Exhibits
Exhibit
Number Description of Exhibit
4(a) Certificate of Incorporation of Stone Container, filed as Exhibit
3(a) to Stone Container's Registration Statement on Form S-1,
filed on July 27, 1994, File No. 33-54769, is hereby incorporated
by reference.
4(b) By-laws of Stone Container, filed as Exhibit 3(b) to Stone
Container's Registration Statement on Form S-1, filed on July 27,
1994, File No. 33-54769, is hereby incorporated by reference.
*4(c) MacMillan Bathurst Inc. Share Option Plan.
4(d) Rights Agreement, dated as of July 25, 1988, between Stone
Container and The First National Bank of Chicago, filed as Exhibit
1 to Stone Container's Registration Statement on Form 8-A dated
July 27, 1988, is hereby incorporated by reference.
4(e) Amendment to Rights Agreement, dated as of July 23, 1990, between
Stone Container and The First National Bank of Chicago, filed as
Exhibit 1A to Stone Container's Form 8 dated August 2, 1990
amending the Company's Registration Statement on Form 8-A dated
July 27, 1988, is hereby incorporated by reference.
*23 Consent of Price Waterhouse.
*24 Powers of Attorney.
* Filed herewith
Item 9. Undertakings
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a posteffective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent posteffective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement; and
(iii) 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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a posteffective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for purposes of determining any liability under the
Securities Act of 1933, each such posteffective 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.
(3) To remove from registration by means of a posteffective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) 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 pursuant to Section 13(a)
or 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.
(c) 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 its 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that
it meets all of 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, in the City of Chicago, State
of Illinois, on October 31, 1994.
STONE CONTAINER CORPORATION
By: Leslie T. Lederer
Leslie T. Lederer
Vice-President
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 31, 1994:
* Chairman of the Board, President
Roger W. Stone and Chief Executive Officer
(Principal Executive Officer)
* Executive Vice-President - Chief
Arnold F. Brookstone Financial and Planning Officer
(Principal Financial Officer)
* Senior Vice-President and Corporate
Thomas P. Cutilletta Controller (Principal Accounting
Officer)
* Director
Richard A. Giesen
* Director
James J. Glasser
* Director
George D. Kennedy
* Director
Howard C. Miller, Jr.
* Director
John D. Nichols
* Director
Jerry K. Pearlman
* Director
Richard J. Raskin
* Director
Alan Stone
* Director
Avery J. Stone
* Director
Ira N. Stone
* Director
James H. Stone
*By: Leslie T. Lederer
Leslie T. Lederer
(Attorney-in-fact)
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit Page
4(a) Certificate of Incorporation of Stone Container,
filed as Exhibit 3(a) to Stone Container's
Registration Statement on Form S-1, filed on
July 27, 1994, File No. 33-54769, is hereby
incorporated by reference.
4(b) By-laws of Stone Container, filed as Exhibit 3(b)
to Stone Container's Registration Statement on
Form S-1, filed on July 27, 1994, File No. 33-54769,
is hereby incorporated by reference.
*4(c) MacMillan Bathurst Inc. Share Option Plan.
4(d) Rights Agreement, dated as of July 25, 1988, between
Stone Container and The First National Bank of
Chicago, filed as Exhibit 1 to Stone Container's
Registration Statement on Form 8-A dated July 27,
1988, is hereby incorporated by reference.
4(e) Amendment to Rights Agreement, dated as of
July 23, 1990, between Stone Container and The
First National Bank of Chicago, filed as Exhibit 1A
to Stone Container's Form 8 dated August 2, 1990
amending the Company's Registration Statement on
Form 8-A dated July 27, 1988, is hereby incorporated
by reference.
*23 Consent of Price Waterhouse.
*24 Powers of Attorney.
* Filed herewith
EXHIBIT 4(c)
MacMILLAN BATHURST
SHARE OPTION PLAN
1994
1. Name of Plan
1.1 This plan shall be known as the share option "Plan".
2. Definitions
2.1 The following expressions wherever hereinafter used shall,
unless the context be inconsistent therewith, have the
following meanings respectively, that is to say:
(a) "Common Shares" shall mean the Common Shares of Stone
Container Corporation and the Common Shares of MacMillan
Bloedel Limited with 50% of dollar value applied to each.
(b) "Corporation" shall mean MacMillan Bathurst
(c) "Directors" shall mean the Board of Directors of the
Corporation as the same may be constituted from time to time.
(d) "Effective Date" shall mean September 2, 1994 at which time
the Plan comes into effect.
(e) "Loan" shall mean the particular loan, including interest
thereon, incurred by a Loan Participant in respect of the
exercise by him of an Option.
(f) "Loans" shall mean the aggregate at any time of each Loan
incurred by a Loan Participant in respect of the exercise by
him of an Option.
(g) "Loan Participant" shall mean an officer of the Corporation
who has exercised his Option and applied for a Loan from the
Trustee pursuant to the provisions of the Plan. A Loan
Participant may at the same time be an Optionee.
(h) "Option" shall mean that portion of the entire option granted
to an Optionee which is eligible for taking up or the
unexercised portion of the total granted.
(i) "Option Exercise Form" shall mean the form attached hereto as
Schedule A as the same may be amended from time to time by
the Corporation.
(j) "Option Exercise and Application Loan Form" shall mean the
form attached hereto as Schedule B as the same may be amended
from time to time by the Corporation.
(k) "Option Price" shall mean market price of Common shares of
Stone Container Corp. and MacMillan Bloedel Ltd. shares on
September 1, 1994.
(l) "Optionee" shall mean an officer or employee of the
Corporation in respect of the shares for which he has not
exercised an Option granted to him. An Optionee may at the
same time be a Loan Participant.
(m) "Plan" shall mean this plan, either as originally adopted or
as amended from time to time, as the case may be.
(n) "Subscription Amount" shall mean the number of Common Shares
(to the nearest 100 shares) arising out of the exercise of
the Option multiplied by the Option Price.
(o) "Executive Committee" shall mean that duly elected committee
of the Directors of the Corporation as the same may be
constituted from time to time.
(p) "Trustee" shall mean Montreal Trust Company.
(q) "Market Price Difference" shall mean the difference between
the Option Price and the cost at which Common Shares are
acquired in the open market by the Trustee or the Corporation
--- expressed in Canadian dollars.
2.2 Except where indicated otherwise, the foregoing definitions
shall be equally applicable in the singular or plural form or
in the masculine or feminine gender.
3. Grant of Options
3.1 Options subject to the Plan have been granted by the
Corporation to 14 officers or senior managers of the
Corporation, to subscribe for Common Shares.
4. Exercise of Options
4.1 Subject to section 12 hereof, an Optionee may exercise his
Option in whole at any time or in part from time to time
until September 2, 1999. An Optionee may exercise his Option
by either:
(a) making payment to the Corporation (via the office of the Vice
President, Human Resources of MacMillan Bathurst) of the
Subscription Amount and concurrently submitting a completed
and signed Option Exercise Form indicating the number and
type of Common Shares for which he is subscribing, provided,
however, that this Option must be exercised in one or more
whole multiples of 100 Common Shares and, except for the
exercise of the last remaining portion of his Option, each
option exercised shall be for not less than an aggregate of
100 shares; or
(b) submitting to the Trustee (c/o the office of the Vice
President, Human Resources of MacMillan Bathurst) a completed
and signed Option Exercise and Application for Loan Form,
authorizing the Trustee to subscribe on his behalf for the
number of Common Shares indicated therein provided, however,
that his Option must be exercised in one or more whole
multiples of 100 Common Shares and, except for the exercise
of the last remaining portion of his Option, for not less
than an aggregate of 100 of the number of shares originally
covered by his Option, requesting a Loan from the Trustee of
an amount equal to the Subscription Amount, and transferring,
pledging and assigning such Common Shares to the Trustee as
collateral security for the repayment to the Trustee of his
Loans and interest thereon.
4.2 An Option shall be deemed to have been exercised on the date,
if delivered by hand, when the relevant Option Exercise Form
(together with payment in the case of subsection 4.1(a)
hereof) is received at the office of the Vice President,
Human Resources of MacMillan Bathurst or, if mailed, on the
date of mailing.
4.3 Cash Option - Upon receipt by MacMillan Bathurst of an Option
Exercise Form pursuant to subsection 4.1(a) hereof, the Vice
President, Human Resources shall record thereon the date of
exercise of the Option according to subsection 4.2 hereof and
the Corporation shall forthwith arrange the acquisition and
issue of the Common Shares subscribed for to the Optionee, or
as the Optionee may have otherwise directed in such Form, and
cause to be delivered to the Optionee a certificate or
certificates for such common shares.
4.4 Loan Option
4.4.1 Upon receipt by MacMillan Bathurst of an
Option Exercise and Application for Loan
Form pursuant to subsection 4.1(b) hereof,
the Vice President, Human Resources shall
make a copy thereof and record thereon the
date of exercise of the Option according
to subsection 4.2 hereof and forthwith
transmit the original Form to the Trustee
to the attention of the Manager of the
pension Trust Administration Department.
Upon receipt of such Form by the Trustee,
the Trustee shall request the Corporation
to (i) loan to the Trustee an aggregate
amount equal to the Subscription Amount
and any Market Price Difference to enable
the Trustee to acquire the Common Shares
on behalf of such Loan Participant, and
(ii) upon payment of the Subscription
Amount and Market Price Difference by the
Trustee on behalf of such Loan
Participant, forthwith issue the Common
Shares subscribed for to the Trustee, or
its nominee, and cause to be delivered to
the trustee a certificate for such Common
Shares.
4.4.2 Upon receipt by the Corporation of such
request from the Trustee, the Corporation
shall make a Loan to the Trustee of the
funds requested under subsection 4.4.1
hereof with interest on the outstanding
principal of the loan at the rate of
interest applicable as provided in
subsection 6.2 hereof commencing on the
date on which the Loan is made, payable by
the Trustee annually on such date as the
repayments of principal are required to be
made by the Loan Participant pursuant to
section 6 hereof. The Corporation shall
issue the Common Shares requested under
subsection 4.4.1 hereof upon receipt from
the Trustee, on behalf of such Loan
Participant, of the Subscription Amount
therefor and shall write off any Market
Price Difference loaned to the Trustee
pursuant to subsection 4.4.l. In issuing
such shares in the name of the Trustee or
its nominee and delivering the share
certificate evidencing such shares to the
Trustee, the Corporation will be acting as
the agent of such Loan Participant in
making the delivery necessary to effect
the required transfer, pledge and
assignment.
4.5 The Corporation will absorb costs in excess of the
Subscription Amount occasioned by the exercise of an Option.
Such absorption may create an income tax liability to a Loan
Participant.
5. Common Shares Held as Security by Trustee
5.1 The Common Shares of a Loan Participant held by the Trustee
or its nominee hereunder shall be so held as security for
obligation of the Loan Participant to repay his Loans and
interest thereon.
6. Obligation of Loan Participant to Repay Loans
6.1 A Loan Participant shall repay each Loan to the Trustee in
installments which shall be in accordance with Schedule C
attached hereto. The first instalment shall become payable
on the next 31st day of December which succeeds by at least
180 days the date on which the Loan Participant exercised the
Option, and subsequent installments shall become payable
annually on each 31st day of December thereafter.
6.2 The principal amount outstanding on each Loan shall bear
interest at the rate of 8% per annum or such other rate as
the Executive Committee shall from time to time determine,
which interest shall be payable annually on the 31st day of
December commencing concurrently with the first instalment
referred to in subsection 6.1 hereof.
6.3 Installments of principal may be prepaid at any time. All
payments received by the Trustee from a Loan Participant
shall be applied by the Trustee first in payment of interest
and then in payment of principal. All repayments and
prepayments of the principal of his Loans by a Loan
Participant shall be applied against the next falling due
installments on his Loans. The Trustee shall sell pledged
shares in multiples of 100 at any time at the request of and
on behalf of a Loan Participant and apply the proceeds to the
repayment or prepayment of his loans.
6.4 Upon a repayment, including a prepayment, of principal and
interest due by a Loan Participant, he shall be entitled to
the release from pledge by the Trustee of that number of
Common Shares (reduced to the nearest whole multiple of 100)
as is equal to the amount of such repayment and of all
previous repayments which have not yet been used for such a
release divided by $19.50 US ($26.64 Cdn.) for Stone
Container Corporation Common Shares or $19.75 for MacMillan
Bloedel Ltd. Common Shares, and the Trustee shall, without
unreasonable delay, cause such number of Common Shares to be
transferred to and registered in the name of such Loan
Participant.
7. Rights with Respect to Pledged Common Shares
7.1 Until the principal and interest on his Loans shall have been
paid in full to the Trustee by a Loan Participant, all rights
of such Loan Participant with respect to his Common Shares
while held in pledge by the Trustee shall be exercisable only
by the Trustee or its nominee and in their entire discretion
and, pending such payment in full, the Trustee, subject to
section 11 hereof, shall have full power and authority to
exercise, in its entire discretion, all rights of ownership
in and to such Common Shares or arising therefrom including,
but without in any way limiting or restricting the generality
of the foregoing, all voting rights, rights to agree or to
reject any compromise or arrangements and rights to approve
or disapprove any reorganization of the capital structure of
the Corporation.
8. Dividends
8.l All cash dividends and, at the request of the Loan
Participant, any stock dividends from time to time received
by the Trustee in respect of Common Shares pledged by a Loan
Participant shall be remitted to the Loan Participant
provided he is not in default in payment under his Loans. If
a Loan Participant is in default the Trustee shall apply
against the outstanding interest and principal of his Loans
such cash dividends or the proceeds from the sale of shares
received by the Trustee in payment of such stock dividends.
9. Rights to Subscribe for Shares
9.1 In the event that, after September 2, 1994, any rights to
subscribe for shares or other securities of Stone Container
Corp. and of MacMillan Bloedel Ltd. are issued from time to
time by those Corporations to the holders of their Common
Shares and are received by the Trustee in respect of Common
Shares held by the Trustee from time to time as security for
the Loans of Loan Participants, the Trustee may, in its
entire discretion, either deliver such rights to the
respective Loan Participants who own, subject to the pledge
herein described, such shares, in proportion to the
respective numbers of the shares so owned by such Loan
Participants on the record date for such issue of rights, or
may sell any such rights for cash, in which event the Trustee
shall remit the cash to the Loan Participants.
10. Delivery of Shares Upon Repayment in Full
10.1 Upon due repayment in full by any Loan Participant of his
Loans and payment of all interest thereon, the Trustee shall,
without unreasonable delay, cause the Common Shares held in
pledge for such Loans to be transferred to and registered in
the name of such Loan Participant or as he may otherwise
direct and a certificate or certificates representing the
same to be delivered to such Loan Participant.
11. Offer by Third Party for the Common Shares of the Corporation
11.1 In the event that, at any time when Common Shares are held by
the Trustee as security, an offer to purchase be made by any
third party to all the holders of Common Shares, notice of
such offer shall be given by the Trustee to each of the Loan
Participants and, if a Loan Participant authorizes the
Trustee to accept the said offer in respect of all or any
Common shares then held by the Trustee in pledge for that
Loan Participant the Trustee may, but need not if the Trustee
considers that acceptance would prejudice its security,
accept the said offer in respect of the said Common Shares.
In such event, the proceeds of the sale of said Common
Shares, if and to the extent that any such proceeds consist
of other than cash, shall be substituted in pledge for such
common Shares, and shall be deemed to have been transferred,
pledged and assigned to the Trustee by the Loan Participant,
and all of the provisions of the Plan shall apply in respect
of such proceeds in the same manner, to the same extent, and
with the same rights and obligations of the Trustee and such
Loan Participant and, subject to the same limitations as
existed with respect to said Common Shares and, if and to the
extent that any such proceeds consist of cash, shall be
applied by the Trustee in the repayment and prepayment of the
Loans of such Loan Participant.
12. Death and Cessation of Employment of an Optionee
12.1 In the event of the death of an Optionee, the Optionee's
lawfully appointed executors (or, if there be no such
executors, his legal heirs) shall be entitled to exercise his
option pursuant to subsection 4.1(a) hereof, in whole or in
part, within the 365 days next following the date of the
Optionee's death.
12.2 In the event that an Optionee shall cease to be employed by
the Corporation or by a subsidiary or affiliate of the
Corporation for any reason other than death prior to the
exercise of his Option, all rights of the Optionee under his
Option shall thereupon terminate unless the Executive
Committee otherwise determines with respect to any particular
Optionee either prior to or forthwith after the cessation of
his employment.
13. Death and Cessation of Employment of a Loan Participant
13.1 In the event of the death of a Loan Participant his lawfully
appointed executors (or, if there be no such executors, his
legal heirs) need not pay the instalment of principal and
interest on his loans next falling due but shall pay to the
Trustee the balance of his indebtedness within the period of
365 days after his death such balance to include options
exercised in connection with subsection 12.1 hereof.
13.2 In the event that a Loan Participant shall cease to be
employed by the Corporation or by any subsidiary of the
Corporation for any reason other than death, he shall pay any
indebtedness owing to the Trustee within the period of 180
days after such cessation of employment or the then remaining
period for repayment by him in full of his loans under
Schedule C attached hereto, whichever period is shorter.
13.3 Should payment not be made as required by subsections 13.1
and 13.2, the Trustee shall sell the Common Shares held by it
as security for the loans of such Loan Participant at the
then current market price thereof and shall apply the
proceeds of sale against the indebtedness of such Loan
Participant. If such proceeds are in excess of such
indebtedness, the Trustee shall pay the amount of such excess
to the Loan Participant or his legal heirs or legal
representatives, as the case may be. If such proceeds are
less than such indebtedness and:
(a) such cessation of employment as resulted from the death of
the Loan Participant, the balance of such indebtedness shall
be automatically cancelled as will the related balance owing
by the Trustee to the Corporation, but if
(b) such cessation of employment has resulted from any other
cause, the Loan Participant shall pay forthwith the balance
of such indebtedness.
14. Failure of Loan Participant to Repay Loans
14.1 If at any time a Loan Participant shall be in default in
payment under his Loans or shall become a bankrupt or shall
make a voluntary assignment for the benefit of his creditors,
then the Trustee may, in its entire discretion, and shall, on
the instructions of the Executive Committee, sell the Common
Shares held by the Trustee as security for his loans and
apply the proceeds thereof to pay off the indebtedness of
such Loan Participant. If the proceeds of any such sale
shall be more than sufficient to pay off the indebtedness,
the amount of any excess shall be paid by the Trustee to such
Loan Participant. If, however, the proceeds of any such sale
shall be less than sufficient to pay off the indebtedness,
the amount of any deficiency shall continue to constitute
indebtedness owing to the Trustee by such Loan Participant
and the Trustee shall take such action to collect such amount
as it may deem advisable or as the Executive Committee may
from time to time direct. In the event of a sale by the
Trustee of the Common Shares of a Loan Participant pursuant
to this subsection 14.1 all rights of such Loan Participant
to any unexercised Option shall thereupon terminate.
15. Change of Number of Common Shares
15.1 In the event of any subdivision or consolidation in the
Common Shares prior to the exercise by the Optionee of his
option, the number of Common Shares to which the Optionee
shall thereafter become entitled shall be appropriately
adjusted by making an appropriate change in the definition of
the Option Price and a consequent change in the Subscription
Amount.
16. Trustee
16.1 The Trustee shall be Montreal Trust Company which has agreed
to act and shall hold office during the pleasure of the
Directors. In the event of the resignation of the Trustee
its successor shall be appointed by the Directors. The
replacing Trustee shall be vested with all the powers,
rights, duties and immunities of the Trustee hereunder to the
same extent as if originally named as the Trustee hereunder.
16.2 The Trustee shall only be liable for its own willful defaults
in the performance of its duties under the Plan and shall not
be liable for any default on the part of any nominee or for
having permitted any nominee to receive and retain any moneys
payable to the Trustee.
16.3 The Trustee shall be indemnified by the Corporation against
any and all claims, losses, costs and damages which it may
incur or suffer by reason of acting as the Trustee, unless
such claims, losses, costs or damages arise as a result of
its own willful defaults.
16.4 The Trustee may at any time resign from office hereunder by
notice in writing addressed to the President or Secretary of
the Corporation.
<PAGE>
17. Reporting by Trustee
17.1 The Trustee shall execute and deliver to the Vice President,
Human Resources of MacMillan Bathurst Inc. such
acknowledgements, reports statements, and other documents as
the Corporation shall from time to time reasonably request.
18. Remuneration of Trustee
18.1 The Corporation shall from time to time pay to the Trustee
such compensation of its services as may from time to time be
agreed upon between the Corporation and the Trustee.
19. Payments by Trustee
19.1 All cash which the Trustee may receive hereunder from time to
time shall be paid promptly to the Corporation in repayment
of the Trustee's indebtedness in interest and principal to
the Corporation. The Trustee shall be accountable to the
Corporation in respect of its indebtedness to the Corporation
only to the extent that it receives payments from Loan
Participants under their Loans.
20. No Transfers of Rights
20.1 The rights of an Optionee and of a Loan Participant,
including the rights of a Loan Participant in or to any
Common Shares which may from time to time be held by the
Trustee as security for his loans, shall not be transferable,
pledgeable or assignable in whole or in part to another
party.
21. Income Tax
21.1 The Corporation shall not be liable for any income tax
payable by an officer or employee of the Corporation by
reason of his participation in this Plan.
22. Amendments and Cancellation
22.1 Subject to section 6.2 hereof the Plan may be amended at any
time by the Directors provided, however, that no such
amendment shall, in the opinion of the Directors, diminish
significantly any rights hereunder of any Optionee or Loan
Participant.
22.2 Notwithstanding anything contained in the Plan, the Directors
may, at any time for reasons which they consider important in
the interests of the shareholders of the Corporation, upon 30
days notice cancel any Options not yet exercised provided
that the Optionees shall be entitled to exercise their
Options pursuant to the terms and conditions hereof within
such notice period.
23. Miscellaneous
23.1 While the Plan is a program instituted by the Corporation, it
does not constitute a condition of employment.
23.2 The participation of an officer or employee in the Plan is
entirely voluntary and not obligatory and shall not be
interpreted as conferring upon him any rights or privileges
other than those rights and privileges expressly provided in
the Plan. In particular, participation in the plan does not
constitute a commitment on the part of the Corporation to
ensure the continued employment of an Optionee or Loan
Participant.
23.3 The plan provides no guarantee against any losses which may
result from market fluctuations.
23.4 The provisions of the Plan are subject to the approval of
requisite regulatory bodies.
24. Laws
24.1 The plan and all matters to which reference is made herein
shall be governed by and interpreted in accordance with the
laws of the Province of Ontario and those of Canada insofar
as the latter may be applicable.
25. Interpretation
25.1 The Executive Committee of the Corporation shall rule on all
questions on interpretation of the Plan.
<PAGE>
SCHEDULE A
OPTION EXERCISE FORM
Vice President, Human Resources
MacMillan Bathurst
2070 Hadwen Road
Mississauga, Ontario
L5K 2C9
I hereby exercise my Option under the Share Option Plan of
MacMillan Bathurst with respect to, and hereby subscribe for,
__________________Common Shares of________________
__________________Common Shares of________________
at the Option Price and in accordance with the terms and conditions of
the Plan which I have read and with which I am familiar.
I am enclosing a cheque payable to MacMillan Bathurst in the
amount of $______ representing payment in full for the Common Shares at
the price of $19.50 U.S. ($26.64 Cdn.) per share for Stone Container
Corporation shares and $19.75 for MacMillan Bloedel Limited shares.
Please cause the shares to be issued either
- in my name as follows:
_________________________________________
Name (In Block Letters) ___________________________
Address of Residence ______________________________
______________________________
Postal Code________________________
Or
- in my name as follows:
_________________________________________
Name (In Block Letters) ____________________________
Address of Residence _______________________________
_______________________________
Postal Code________________________
<PAGE>
Schedule A
Page 2
I confirm with you our mutual wish that the Share Option Plan and
the Schedules hereto, including this Form, be in English only. Je
confirme avec vous que c'est notre volonte mutuelle que le Regime
d'option d'achat d'actions et les cedules que l'accompagnent, y compris
la presente formule, soient rediges en anglais seulement.
Given at ________________________ this ____________day of
______________________________, 19______.
____________________________
Signature
<PAGE>
SCHEDULE B
OPTION EXERCISE AND APPLICATION FOR LOAN FORM
Montreal Trust Company,
Trustee under the
Share Option Plan of
MacMillan Bathurst
c/o Vice President, Human Resources
of MacMillan Bathurst
2070 Hadwen Road
Mississauga, Ontario
L5K 2C9
I hereby acknowledge to have received from MacMillan Bathurst (the
"Corporation") and to be familiar with the Share Option Plan (the
"Plan") of the Corporation and I agree to be bound in all respects by
the terms and conditions of the Plan.
I hereby exercise my Option under the Plan with respect to, and
hereby request that you loan to me $___________________
("my Loan") which represents the funds required by me to enable you to
subscribe on my behalf for,
__________________Common Shares of____________________
__________________Common Shares of____________________
of the Corporation at an option price of $19.50 U.S. ($26.64 Cdn.) per
share on Stone Container Corporation shares and $19.75 per share on
MacMillan Bloedel Limited shares pursuant to an option in respect
thereof granted to me by the Corporation in connection with the Plan.
I understand that my loan will bear interest at a rate of 8% per annum,
or such other rate as the Executive Committee of the Corporation shall
from time to time determine, and is repayable in accordance with the
terms and conditions set forth in the Plan.
I hereby further request that you subscribe on my behalf for the
said Common Shares and apply the proceeds of my loan in payment of the
Subscription Amount therefor.
As collateral security for the repayment to you of my loan,
interest thereon and all other amounts which may from time to time be
owing by me to you under the plan, I hereby transfer, pledge and assign
to you the said Common Shares and I agree that the said Common shares
may be issued and held in your name or that of your nominee.
Schedule B
Page 2
For the purpose hereof, my address shall be as follows:
Name (In Block Letters) _________________________
Address of Residence _________________________
_________________________
Postal Code ____________________
I confirm with you and the Corporation our mutual wish that the
Share Option Plan and the Schedules thereto, including this Form, be in
English only. Je confirm avec vous et avec la Corporation que c'est
notre volonte mutuelle que le Regime d'option d'achat d'action et les
cedules qui l'accompagnent, y compris la presente formule, soient
rediges en anglais seulement.
Given at_________________ this ____________ day of
____________________________, 19_____.
____________________________________
Signature
<PAGE>
SCHEDULE C
EXERCISE OF OPTIONS
Age of Loan
Participant
at Due Date
For Payment Number of Percentage of Subscription Price
of First Annual Repayable in each Annual Instalment
Instalment Installments 1st 2nd 3rd 4th 5th 6th 7th 8th 9th
_____________________________________________________________________________
56 or less 9 4% 8% 12% 16% 20% 16% 12% 8% 4%
______________________________________________________________________________
57 8 4% 8% 12% 16% 21% 17% 13% 9% -
______________________________________________________________________________
58 7 4% 8% 12% 17% 23% 20% 16% - -
______________________________________________________________________________
59 6 4% 8% 13% 19% 30% 26% - - -
______________________________________________________________________________
60 5 4% 9% 15% 26% 46% - - - -
______________________________________________________________________________
61 4 5% 11% 22% 62% - - - - -
______________________________________________________________________________
62 3 6% 17% 77% - - - - - -
______________________________________________________________________________
63 2 10% 90% - - - - - - -
______________________________________________________________________________
64 1 100% - - - - - - - -
______________________________________________________________________________
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 23, 1994
appearing on page 32 of Stone Container Corporation's Annual Report on
Form 10-K for the year ended December 31, 1993. We also consent to the
incorporation by reference of our report on the Supplemental Financial
Information, which appears on page 66 of such Annual Report on Form 10-
K.
PRICE WATERHOUSE LLP
Chicago, ILLinois
November 3, 1994
EXHIBIT 24
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true
and lawful attorneys-in-fact, each with full power and authority
(acting alone and without the others), for the purpose of executing, in
his name and on his behalf as a director and/or officer of Stone
Container Corporation, a Delaware corporation (the "Corporation"), (a)
the Corporation's Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the MacMillan
Bathurst Inc. Share Option Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration
Statement any and all amendments thereto, as each thereof is so
executed, for filing with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorneys-in-fact, and any of them,
full power of substitution and revocation in the premises, and hereby
ratifies and confirms all that such attorneys-in-fact, or any of them,
may do or cause to be done by virtue of these presents.
Dated: October 19, 1994
Roger W. Stone
Roger W. Stone
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true
and lawful attorneys-in-fact, each with full power and authority
(acting alone and without the others), for the purpose of executing, in
his name and on his behalf as a director and/or officer of Stone
Container Corporation, a Delaware corporation (the "Corporation"), (a)
the Corporation's Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the MacMillan
Bathurst Inc. Share Option Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration
Statement any and all amendments thereto, as each thereof is so
executed, for filing with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorneys-in-fact, and any of them,
full power of substitution and revocation in the premises, and hereby
ratifies and confirms all that such attorneys-in-fact, or any of them,
may do or cause to be done by virtue of these presents.
Dated: October 19, 1994
Arnold F. Brookstone
Arnold F. Brookstone
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true
and lawful attorneys-in-fact, each with full power and authority
(acting alone and without the others), for the purpose of executing, in
his name and on his behalf as a director and/or officer of Stone
Container Corporation, a Delaware corporation (the "Corporation"), (a)
the Corporation's Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the MacMillan
Bathurst Inc. Share Option Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration
Statement any and all amendments thereto, as each thereof is so
executed, for filing with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorneys-in-fact, and any of them,
full power of substitution and revocation in the premises, and hereby
ratifies and confirms all that such attorneys-in-fact, or any of them,
may do or cause to be done by virtue of these presents.
Dated: October 19, 1994
Thomas P. Cutilletta
Thomas P. Cutilletta
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true
and lawful attorneys-in-fact, each with full power and authority
(acting alone and without the others), for the purpose of executing, in
his name and on his behalf as a director and/or officer of Stone
Container Corporation, a Delaware corporation (the "Corporation"), (a)
the Corporation's Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the MacMillan
Bathurst Inc. Share Option Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration
Statement any and all amendments thereto, as each thereof is so
executed, for filing with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorneys-in-fact, and any of them,
full power of substitution and revocation in the premises, and hereby
ratifies and confirms all that such attorneys-in-fact, or any of them,
may do or cause to be done by virtue of these presents.
Dated: October 19, 1994
Richard A. Geisen
Richard A. Giesen
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true
and lawful attorneys-in-fact, each with full power and authority
(acting alone and without the others), for the purpose of executing, in
his name and on his behalf as a director and/or officer of Stone
Container Corporation, a Delaware corporation (the "Corporation"), (a)
the Corporation's Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the MacMillan
Bathurst Inc. Share Option Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration
Statement any and all amendments thereto, as each thereof is so
executed, for filing with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorneys-in-fact, and any of them,
full power of substitution and revocation in the premises, and hereby
ratifies and confirms all that such attorneys-in-fact, or any of them,
may do or cause to be done by virtue of these presents.
Dated: October 19, 1994
James J. Glasser
James J. Glasser
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true
and lawful attorneys-in-fact, each with full power and authority
(acting alone and without the others), for the purpose of executing, in
his name and on his behalf as a director and/or officer of Stone
Container Corporation, a Delaware corporation (the "Corporation"), (a)
the Corporation's Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the MacMillan
Bathurst Inc. Share Option Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration
Statement any and all amendments thereto, as each thereof is so
executed, for filing with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorneys-in-fact, and any of them,
full power of substitution and revocation in the premises, and hereby
ratifies and confirms all that such attorneys-in-fact, or any of them,
may do or cause to be done by virtue of these presents.
Dated: October 19, 1994
George D. Kennedy
George D. Kennedy
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true
and lawful attorneys-in-fact, each with full power and authority
(acting alone and without the others), for the purpose of executing, in
his name and on his behalf as a director and/or officer of Stone
Container Corporation, a Delaware corporation (the "Corporation"), (a)
the Corporation's Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the MacMillan
Bathurst Inc. Share Option Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration
Statement any and all amendments thereto, as each thereof is so
executed, for filing with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorneys-in-fact, and any of them,
full power of substitution and revocation in the premises, and hereby
ratifies and confirms all that such attorneys-in-fact, or any of them,
may do or cause to be done by virtue of these presents.
Dated: October 19, 1994
Howard C. Miller, Jr.
Howard C. Miller, Jr.
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true
and lawful attorneys-in-fact, each with full power and authority
(acting alone and without the others), for the purpose of executing, in
his name and on his behalf as a director and/or officer of Stone
Container Corporation, a Delaware corporation (the "Corporation"), (a)
the Corporation's Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the MacMillan
Bathurst Inc. Share Option Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration
Statement any and all amendments thereto, as each thereof is so
executed, for filing with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorneys-in-fact, and any of them,
full power of substitution and revocation in the premises, and hereby
ratifies and confirms all that such attorneys-in-fact, or any of them,
may do or cause to be done by virtue of these presents.
Dated: October 19, 1994
John D. Nichols
John D. Nichols
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true
and lawful attorneys-in-fact, each with full power and authority
(acting alone and without the others), for the purpose of executing, in
his name and on his behalf as a director and/or officer of Stone
Container Corporation, a Delaware corporation (the "Corporation"), (a)
the Corporation's Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the MacMillan
Bathurst Inc. Share Option Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration
Statement any and all amendments thereto, as each thereof is so
executed, for filing with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorneys-in-fact, and any of them,
full power of substitution and revocation in the premises, and hereby
ratifies and confirms all that such attorneys-in-fact, or any of them,
may do or cause to be done by virtue of these presents.
Dated: October 19, 1994
Jerry K. Pearlman
Jerry K. Pearlman
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true
and lawful attorneys-in-fact, each with full power and authority
(acting alone and without the others), for the purpose of executing, in
his name and on his behalf as a director and/or officer of Stone
Container Corporation, a Delaware corporation (the "Corporation"), (a)
the Corporation's Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the MacMillan
Bathurst Inc. Share Option Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration
Statement any and all amendments thereto, as each thereof is so
executed, for filing with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorneys-in-fact, and any of them,
full power of substitution and revocation in the premises, and hereby
ratifies and confirms all that such attorneys-in-fact, or any of them,
may do or cause to be done by virtue of these presents.
Dated: October 19, 1994
Richard J. Raskin
Richard J. Raskin
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true
and lawful attorneys-in-fact, each with full power and authority
(acting alone and without the others), for the purpose of executing, in
his name and on his behalf as a director and/or officer of Stone
Container Corporation, a Delaware corporation (the "Corporation"), (a)
the Corporation's Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the MacMillan
Bathurst Inc. Share Option Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration
Statement any and all amendments thereto, as each thereof is so
executed, for filing with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorneys-in-fact, and any of them,
full power of substitution and revocation in the premises, and hereby
ratifies and confirms all that such attorneys-in-fact, or any of them,
may do or cause to be done by virtue of these presents.
Dated: October 19, 1994
Alan Stone
Alan Stone
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true
and lawful attorneys-in-fact, each with full power and authority
(acting alone and without the others), for the purpose of executing, in
his name and on his behalf as a director and/or officer of Stone
Container Corporation, a Delaware corporation (the "Corporation"), (a)
the Corporation's Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the MacMillan
Bathurst Inc. Share Option Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration
Statement any and all amendments thereto, as each thereof is so
executed, for filing with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorneys-in-fact, and any of them,
full power of substitution and revocation in the premises, and hereby
ratifies and confirms all that such attorneys-in-fact, or any of them,
may do or cause to be done by virtue of these presents.
Dated: October 19, 1994
Avery J. Stone
Avery J. Stone
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true
and lawful attorneys-in-fact, each with full power and authority
(acting alone and without the others), for the purpose of executing, in
his name and on his behalf as a director and/or officer of Stone
Container Corporation, a Delaware corporation (the "Corporation"), (a)
the Corporation's Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the MacMillan
Bathurst Inc. Share Option Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration
Statement any and all amendments thereto, as each thereof is so
executed, for filing with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorneys-in-fact, and any of them,
full power of substitution and revocation in the premises, and hereby
ratifies and confirms all that such attorneys-in-fact, or any of them,
may do or cause to be done by virtue of these presents.
Dated: October 19, 1994
Ira N. Stone
Ira N. Stone
<PAGE>
POWER OF ATTORNEY
___________________________________________
The undersigned hereby constitutes and appoints Roger W. Stone,
Arnold F. Brookstone and Leslie T. Lederer, or any of them, his true
and lawful attorneys-in-fact, each with full power and authority
(acting alone and without the others), for the purpose of executing, in
his name and on his behalf as a director and/or officer of Stone
Container Corporation, a Delaware corporation (the "Corporation"), (a)
the Corporation's Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of the Corporation for issuance under the MacMillan
Bathurst Inc. Share Option Plan, (b) any and all amendments to such
Registration Statement, and to deliver on his behalf such Registration
Statement any and all amendments thereto, as each thereof is so
executed, for filing with the Securities and Exchange Commission. The
undersigned hereby grants unto such attorneys-in-fact, and any of them,
full power of substitution and revocation in the premises, and hereby
ratifies and confirms all that such attorneys-in-fact, or any of them,
may do or cause to be done by virtue of these presents.
Dated: October 19, 1994
James H. Stone
James H. Stone
