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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
STONE CONTAINER CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 36-2041256
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(State of incorporation (IRS Employer
of organization) Identification No.)
150 NORTH MICHIGAN AVENUE, CHICAGO, ILLINOIS 60601
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(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
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First Mortgage Notes due 2002 New York Stock Exchange
Senior Notes due 2004 New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
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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 __% First Mortgage
Notes due 2002 (the "First Mortgage Notes"), to be issued under an
indenture dated as of October __, 1994, between the Company and
Norwest Bank Minnesota, National Association, as trustee (the "First
Mortgage Notes Indenture") and (B) its __% Senior Notes due 2004 (the
"Senior Notes"), to be issued under an indenture dated as of October
__, 1994, between the Company and The Bank of New York, as trustee
(the "Senior Notes Indenture").
The information called for by Item 1 with respect to the First
Mortgage Notes and Senior Notes is set forth (i) in the Company's
Registration Statement on Form S-1, as amended (Registration No. 33-
54769), as filed under the Securities Act of 1933, as amended (the
"Securities Act"), which is incorporated herein by reference, and (ii)
on the cover page and under the caption "Description of Notes" in the
final form of Prospectus to be filed with the Securities and Exchange
Commission pursuant to Rule 424(b) of the Securities Act, which is
incorporated herein by reference.
ITEM 2. EXHIBITS.
1. The Company's Registration Statement on Form S-1 (Registration
No. 33-54769) filed on July 27, 1994, as amended by Amendments
No. 1, No. 2 and No. 3 thereto, filed on August 4, 1994,
September 15, 1994 and September 28, 1994, respectively,
relating to the First Mortgage Notes and the Senior Notes, is
hereby incorporated by reference.
2. Form of Underwriting Agreement, filed as Exhibit 1 to the
Company's Registration Statement on Form S-1, Registration No.
33-54769, filed on September 28, 1994, 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.
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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. Third Amended and Restated U.S. Credit Agreement, dated as of
March 1, 1989 and re-executed as of October 5, 1993 (the "U.S.
Credit Agreement"), among the Company, the Banks named therein,
Bankers Trust Company, as agent for the Banks under the U.S.
Credit Agreement, and Citibank, N.A., Manufacturers Hanover Trust
Company (now Chemical Bank) and The First National Bank of
Chicago, as co-agents for the Banks under the U.S. Credit
Agreement, filed as Exhibit 4(a) to the Company's Current Report
on Form 8-K, dated January 3, 1994, is hereby incorporated by
reference.
6. First Amendment, Waiver and Consent dated as of December 29,
1993, among the Company, the financial institutions named
therein, Bankers Trust Company, as agent under the U.S. Credit
Agreement, Citibank, N.A., Chemical Bank (as successor to
Manufacturers Hanover Trust Company) and The First National
Bank of Chicago, as co-agents under the U.S. Credit Agreement,
filed as Exhibit 4(b) to the Company's Current Report on Form
8-K, dated January 3, 1993, is hereby incorporated by reference.
7. Second Amendment and Waiver dated as of January 24, 1994, among
the Company, the financial institutions named therein, Bankers
Trust Company, as agent for the Banks under the U.S. Credit
Agreement, Citibank, N.A., Chemical Bank (as successor to
Manufacturers Hanover Trust Company) and The First National Bank
of Chicago, as co-agents for the Banks under the U.S. Credit
Agreement, filed as Exhibit 4.1 to the Company's Current Report
on Form 8-K, dated January 24, 1994, is hereby incorporated by
reference.
8. Form of Credit Agreement dated October __, 1994 among the
Company, the financial institutions signatory thereto and Bankers
Trust Company, as agent for such financial institutions, filed as
Exhibit 4(u) to the Company's Registration Statement on Form S-1,
Registration No. 33-54769, filed on September 28, 1994, is hereby
incorporated by reference.
9. Form of Indenture dated as of October __, 1994 between the
Company and Norwest Bank Minnesota, National association, as
trustee, relating to the Company's First Mortgage Notes due 2002,
filed as Exhibit 4(s) to the Company's Registration Statement on
Form S-1, Registration No. 33-54769, filed on September 28,
1994, is hereby incorporated by reference.
10. Form of Indenture dated as of October __, 1994 between the
Company and The Bank of New York, as trustee, relating to the
Company's Senior Notes due 2004, filed as Exhibit 4(t) to the
Company's Registration Statement on Form S-1, Registration No.
33-54769, filed on September 28, 1994, is hereby incorporated by
reference.
11. 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.
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12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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.
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19. 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).
20. 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.
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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:
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Name: Leslie T. Lederer
Title: Vice President,
Secretary and
Counsel
Dated: September 28, 1994
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