SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
STONE CONTAINER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-2041256
(State of incorporation (IRS Employer
of organization) Identification No.)
150 North Michigan Avenue, Chicago, Illinois 60601
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
12-5/8% Senior Notes due 1998 New York Stock Exchange
9-7/8% Senior Notes due 2001 New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
Item 1. Description of Company's Securities to be Registered.
Stone Container Corporation (the "Company") hereby
applies, pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
for registration of (A) its 12-5/8% Senior Notes due
1998 (the "12-5/8% Notes"), issued under an Indenture
dated as of November 1, 1991, between the Company and
The Bank of New York, as trustee (the "Trustee"), as
amended by the First Supplemental Indenture dated June
23, 1993 between the Company and the Trustee and the
Second Supplemental Indenture dated February 1, 1994
between the Company and the Trustee (the "Senior Notes
Indenture") and (B) its 9-7/8% Senior Notes due 2001
(the "9-7/8% Notes"), issued under the Senior Notes
Indenture.
The information called for by Item 1 with respect to
the 12-5/8% Notes is set forth in the Company's
Registration Statement on Form S-3 (Registration No.
33-36218), as filed under the Securities Act of 1933,
as amended (the "Securities Act"), (i) on the cover
page and under the captions "Description of Debt
Securities" in the Prospectus dated June 24, 1993,
which Prospectus is incorporated herein by reference
and (ii) on the cover page and under the heading
"Certain Terms of the Notes" in the Prospectus
Supplement dated June 24, 1993, to the Prospectus dated
June 24, 1993, which Prospectus Supplement was filed
with the Securities and Exchange Commission pursuant to
Rule 424(b) of the Securities Act and is incorporated
herein by reference.
The information called for by Item 1 with respect to
the 9-7/8% Notes is set forth in the Company's
Registration Statement on Form S-3 (Registration No.
33-49587), as filed under the Securities Act (i) on the
cover page and under the captions "Description of Debt
Securities" in the Prospectus dated January 7, 1994,
which Prospectus is incorporated herein by reference
and (ii) on the cover page and under the heading
"Certain Terms of the Notes" in the Prospectus
Supplement dated February 3, 1994, to the Prospectus
dated January 7, 1994, which Prospectus Supplement was
filed with the Securities and Exchange Commission
pursuant to Rule 424(b) of the Securities Act and is
incorporated herein by reference.
Item 2. Exhibits.
1. The Company's Registration Statement on Form S-3
(Registration No. 33-36218), as amended, relating
to the 12-5/8% Notes, is hereby incorporated by
reference.
2. The Company's Registration Statement on Form S-3
(Registration No. 33-49587), as amended, relating
to the 9-7/8% Notes, is hereby incorporated by
reference.
3. Credit Agreement, dated as of March 1, 1989 (the
Canadian Term Loan Agreement"), among Stone
Container Corporation of Canada (now Stone
Container (Canada) Inc.), the Banks named therein,
Bankers Trust Company, as agent for such Banks,
and Citibank, N.A., Manufacturers Hanover Trust
Company (now Chemical Bank) and The First National
Bank of Chicago, as co-agents for such Banks,
filed as Exhibit 28(b) to the Company's Current
Report on Form 8-K dated March 2, 1989, filed on
March 17, 1989, is hereby incorporated by
reference.
4. Revolving Credit Agreement, dated as of March 1,
1989 (the "Canadian Revolver"), among Stone
Container Acquisition Corporation (now Stone
Container (Canada) Inc.), the Banks named therein,
BT Bank of Canada, as administrative agent for
such Banks, The Bank of Nova Scotia, as payment
agent for such Banks, and Bankers Trust Company,
as collateral agent for such Banks, filed as
Exhibit 28(d) to the Company's Current Report on
Form 8-K dated March 2, 1989, filed on March 17,
1989, is hereby incorporated by reference.
5. Credit Agreement dated October 12, 1994 among the
Company, the financial institutions signatory
thereto and Bankers Trust Company, as agent for
such financial institutions, filed as Exhibit 4(a)
to the Company's Quarterly Report on Form 10-Q for
the period ended September 30, 1994, filed on
November 14, 1994, is hereby incorporated by
reference.
6. Indenture dated as of October 12, 1994 between the
Company and Norwest Bank Minnesota, National
Association, as trustee, relating to the Company's
10-3/4% First Mortgage Notes due 2002, filed as
Exhibit 4(b) to the Company's Quarterly Report on
Form 10-Q for the period ended September 30, 1994,
filed on November 14, 1994, is hereby incorporated
by reference.
7. Indenture dated as of October 12, 1994 between the
Company and The Bank of New York, as trustee,
relating to the Company's 11-1/2% Senior Notes due
2004, filed as Exhibit 4(c) to the Company's
Quarterly Report on Form 10-Q for the period ended
September 30, 1994, filed on November 14, 1994, is
hereby incorporated by reference.
8. Indenture, dated as of September 15, 1986,
relating to the 12-1/8% Subordinated Debentures
due September 15, 2001 of Stone Southwest
Corporation (now Stone Southwest, Inc.), between
Southwest Forest Industries, Inc. and Bankers
Trust Company, as Trustee, together with the First
Supplemental Indenture, dated as of September 1,
1987, among Stone Container Corporation, a Nevada
corporation, the Company and National Westminster
Bank USA, as Trustee (which has been succeeded by
Shawmut Bank, N.A., as Trustee), and the Second
Supplemental Indenture, dated as of December 14,
1987, among Stone Southwest Corporation, the
Company and National Westminster Bank USA, as
Trustee (which has been succeeded by Shawmut Bank,
N.A., as Trustee), filed as Exhibit 4(i) to the
Company's Registration Statement on Form S-3,
Registration No. 33-36218, filed on November 1,
1991 is hereby incorporated by reference.
9. Form of 12-5/8% Notes (included in Exhibit 8
hereto).
10. Indenture, dated as of September 1, 1989, between
the Company and Bankers Trust Company, as Trustee,
relating to the Company's 11-1/2% Senior
Subordinated Notes due September 1, 1999, filed as
Exhibit 4(n) to the Company's Registration
Statement on Form S-3, No. 33-46764, filed on
March 27, 1992, is hereby incorporated by
reference.
11. Indenture, dated as of February 15, 1992, between
the Company and The Bank of New York, as Trustee,
relating to the Company's 6-3/4% Convertible
Subordinated Debentures due February 15, 2007,
filed as Exhibit 4(p) to the Company's
Registration Statement on Form S-3, Registration
Number 33-45978, filed on March 4, 1992, is hereby
incorporated by reference.
12. Senior Subordinated Indenture, dated as of March
15, 1992, between the Company, and The Bank of New
York, as Trustee, filed as Exhibit 4(a) to the
Company's Registration Statement Form S-3,
Registration Number 33-46764, filed on March 27,
1992, is hereby incorporated by reference.
13. Indenture dated as of June 15, 1993 between the
Company and Norwest Bank Minnesota, National
Association, as Trustee, relating to the Company's
8-7/8% Convertible Senior Subordinated Notes due
2000, filed as Exhibit 4(a) to the Company's
Registration Statement on Form S-3, Registration
Number 33-66086, filed on July 15, 1993, is hereby
incorporated by reference.
14. Indenture, dated as of November 1, 1991, between
the Company and The Bank of New York, as Trustee,
relating to the Company's Senior Debt Securities,
filed as Exhibit 4(u) to the Company's
Registration Statement on Form S-3, Registration
Number 33-45374, filed on January 29, 1992, is
hereby incorporated by reference.
15. Form of 9-7/8% Notes (included in Exhibit 14
hereto).
16. First Supplemental Indenture dated as of June 23,
1993 between the Company and The Bank of New York,
as Trustee, relating to the Indenture, dated as of
November 1, 1991, between the Company and The Bank
of New York, as Trustee, filed as Exhibit 4(aa) to
the Company's Registration Statement on Form S-3,
Registration Number 33-66086, filed on July 15,
1993, is hereby incorporated by reference.
17. Second Supplemental Indenture dated as of
February 1, 1994 between the Company and the Bank
of New York as Trustee, relating to the Indenture
dated as of November 1, 1991, as amended, filed as
Exhibit 4.2 to the Company's Current Report on
Form 8-K, dated January 24, 1993, is hereby
incorporated herein by reference.
18. Indenture dated as of August 1, 1993 between the
Company and Norwest Bank Minnesota, National
Association, as Trustee, relating to the Company's
Senior Subordinated Debt Securities, filed as
Exhibit 4(a) to the Company's Form S-3
Registration Statement, Registration Number
33-49857, filed July 30, 1993, is hereby
incorporated by reference.
Indentures with respect to other long-term debt, none of
which exceeds 10% of the total assets of the Company and its
subsidiaries on a consolidated basis, are not attached.
(The Company agrees to furnish a copy of such documents to
the Commission upon request).
19. Guaranty, dated October 7, 1983, between the
Company and the Continental Group, Inc., filed as
Exhibit 4(h) to the Company's Registration
Statement on Form S-3, Registration Number
33-36218, filed on November 1, 1991, is hereby
incorporated by reference.<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
STONE CONTAINER CORPORATION
By: /s/ Leslie T. Lederer
Name: Leslie T. Lederer
Title: Vice President,
Secretary and
Counsel
Dated: November 15, 1994
