SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 8-A/A
Amendment No. 2
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 or organization) (I.R.S. Employer
Identification No.)
150 North Michigan Avenue, Chicago, Illinois 60601-7568
_____________________________________________ _________________
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is effect- debt securities and is to
tive upon filing pursuant to become effect simultanous-
General Instruction A(c)(1) ly with the effectiveness of
please check the following a concurrent registration
box. [ ] statement under the Securi-
ties Act of 1933 pursuant to
General Instruction A(c)(2)
please check the following
box. [ ]
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
Preferred Share Purchase Rights 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 Registrant's Securities to be Registered.
Reference is hereby made to the Form 8-A of Stone Container
Corporation (the "Registrant") filed with the Securities and Exchange
Commission (the "Commission") on July 25, 1988, as amended by Amend-
ment No. 1 thereto filed with the Commission on July 23, 1990, and
such Form 8-A is hereby incorporated by reference herein.
The Registrant executed an Amendment (the "Amendment"),
dated as of May 16, 1996, to the Rights Agreement, dated as of July
25, 1988, as amended July 23, 1990, between the Registrant and First
Chicago Trust Company of New York as successor to The First National
Bank of Chicago, as Rights Agent. Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to them in the
Rights Agreement.
As more fully set forth in the Amendment, the Amendment (i)
provides an "inadvertent triggering" exception for institutional
holders and investment advisers; (ii) provides for the voiding of
Rights held by certain transferees of acquiring persons; (iii)
provides for the substitution of other securities or consideration in
the event of insufficient authorized Common Stock; (iv) eliminates
the "disinterested director" requirement in connection with the re-
demption of the Rights after a change in the majority of the Board of
Directors of the Company (the "Board") and provides, in lieu thereof,
that, following a majority change in the Board resulting from a proxy
contest or consent solicitation, there will be a limited period of
180 days during which the Rights would not be redeemable; (v) elimi-
nates the disinterested director requirement with respect to the
redemption of the Rights after a person becomes an Acquiring Person
under the circumstances where there is no proxy contest or consent
solicitation - induced majority change in the Board; (vi) provides
that the Rights Agreement cannot be amended at a time when the Rights
are not redeemable and eliminates in connection therewith the disin-
terested director requirement with respect to certain amendments to
the Rights Agreement; and (vii) provides the Company with the flexi-
bility to pay the redemption price for the Rights in cash, shares of
Common Stock or any other form of consideration deemed appropriate by
the Board.
A copy of the Amendment is attached hereto as Exhibit 1 and
is incorporated herein by reference. The foregoing discussion does
not purport to be complete and is qualified in its entirety by
reference to such Exhibit.
Item 2. Exhibits.
1. Amendment to the Rights Agreement, dated as of May 16,
1996, between Stone Container Corporation and First
Chicago Trust Company of New York, as Rights Agent.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securi-
ties Exchange Act of 1934, the Registrant has duly caused this
amendment to the registration statement to be signed on its behalf by
the undersigned hereunto duly authorized.
STONE CONTAINER CORPORATION
By: RANDOLPH C. READ
Randolph C. Read
Senior Vice President -
Chief Financial and Planning
Officer
Dated: June 8, 1996
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
1 Amendment to the Rights Agreement, dated as of
May 16, 1996, between Stone Container Corporation
and First Chicago Trust Company of New York,
as Rights Agent.
EXHIBIT 1
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of May 16, 1996 (this "Amendment"),
to the Rights Agreement, dated as of July 25, 1988 (the "Rights
Agreement"), between Stone Container Corporation, a Delaware
corporation (the "Company"), and The First National Bank of
Chicago, a national banking association (the "Rights Agent"), as
amended.
Pursuant to and in compliance with Section 27 of the
Rights Agreement, the Company and the Rights Agent desire to
amend the Rights Agreement as set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and
the mutual agreements set forth herein and in the Rights
Agreement, the parties hereto hereby agree as follows:
1. Section 1(a) of the Rights Agreement, containing
the definition of Acquiring Person, is hereby amended by adding
the following clause at the end of the first sentence:
"or (vi) any such Person who has reported or is
required to report such ownership (but less than 20%)
on Schedule 13G under the Exchange Act (or any
comparable or successor report) or on Schedule 13D
under the Exchange Act (or any comparable or successor
report) which Schedule 13D does not state any
intention to or reserve the right to control or
influence the management or policies of the Company or
engage in any of the actions specified in Item 4 (or
any comparable or successor item) of such Schedule
(other than the disposition of the Common Stock) and,
within 10 Business Days of being requested by the
Company to advise it regarding the same, certifies to
the Company that such Person acquired shares of Common
Stock in excess of 14.9% inadvertently and without
knowledge of the terms of the Rights and who, together
with all Affiliates and Associates, thereafter does
not acquire additional shares of Common Stock while
the Beneficial Owner of 15% or more of the shares of
Common Stock then outstanding; provided, however, that
if the Person requested to so certify fails to do so
within 10 Business Days, then such Person shall become
an Acquiring Person immediately after such 10 Business
Day period."
<PAGE>
2. Section 1(g) of the Rights Agreement, containing
the definition of "Disinterested Director", is hereby deleted in
its entirety.
3. Section 11(a)(ii) of the Rights Agreement is
hereby amended in its entirety to read as follows:
"(ii) Subject to Section 24 of this Agreement, in the
event any Person shall become an Acquiring Person, each
holder of a Right shall thereafter have a right to receive,
upon exercise thereof at a price equal to the then current
Purchase Price multiplied by the number of one
one-hundredths of a Preferred Share for which a Right is
then exercisable, in accordance with the terms of this
Agreement and in lieu of Preferred Shares, such number of
Common Shares of the Company as shall equal the result
obtained by (x) multiplying the then current Purchase Price
by the number of one one-hundredths of a Preferred Share
for which a Right is then exercisable and dividing that
product by (y) 50% of the then current per share market
price of the Company's Common Shares (determined pursuant
to Section 11(d) hereof) on the fifth day after the date on
which a Person has become an Acquiring Person, or the fifth
day after the Shares Acquisition Date, whichever market
price shall be less (such number of shares, the "Adjustment
Shares").
Notwithstanding anything in this Agreement to the
contrary, from and after the date on which a Person has
become an Acquiring Person, any Rights beneficially owned
by (i) such Acquiring Person or an Associate or Affiliate
of such Acquiring Person, (ii) a transferee of such
Acquiring Person (or of any such Associate or Affiliate)
who becomes a transferee after the Acquiring Person becomes
such, or (iii) a transferee of such Acquiring Person (or of
any such Associate or Affiliate) who becomes a transferee
prior to or concurrently with the Acquiring Person becoming
such and receives such Rights pursuant to either (A) a
transfer (whether or not for consideration) from the
Acquiring Person to holders of equity interests in such
Acquiring Person or to any Person with whom the Acquiring
Person has any continuing agreement, arrangement or
understanding regarding the transferred Rights or (B) a
transfer which the Board of Directors has determined is
part of a plan, arrangement or understanding which has as a
primary purpose or effect the avoidance of this Section
11(a)(ii), shall become null and void without any further
action and no holder of such Rights shall have any rights
whatsoever with respect to such Rights, whether under any
provision of this Agreement or otherwise. The Company
shall use all reasonable efforts to insure that the
provisions of this Section 11(a)(ii) are complied with, but
shall have no liability to any holder of Rights
Certificates or other Person as a result of its failure to
make any determinations with respect to an Acquiring Person
or its Affiliates, Associates or transferees hereunder."
4. Section 11(a)(iii) of the Rights Agreement is
hereby amended in its entirety to read as follows:
"(iii) In the event that the number of shares of Common
Stock that are authorized by the Company's Restated
Certificate of Incorporation but not outstanding or
reserved for issuance for purposes other than upon exercise
of the Rights are not sufficient to permit the exercise in
full of the Rights in accordance with the foregoing
subparagraph (ii) of this Section 11(a), the Company shall
(A) determine the value of the Adjustment Shares issuable
upon the exercise of a Right based on the current per share
market price (the "Current Value"), and (B) with respect to
each Right (subject to Section 11(a)(ii) hereof), make
adequate provision to substitute for the Adjustment Shares,
upon the exercise of a Right and payment of the applicable
Purchase Price, (1) cash, (2) a reduction in the Purchase
Price, (3) Common Stock or other equity securities of the
Company (including, without limitation, shares, or units of
shares, of Preferred Shares, which the Board of Directors
has deemed to have essentially the same value or economic
rights as shares of Common Stock (such shares of Preferred
Stock being referred to as "Common Stock Equivalents")),
(4) debt securities of the Company, (5) other assets or (6)
any combination of the foregoing, having an aggregate value
equal to the Current Value (less the amount of any
reduction in the Purchase Price), where such aggregate
value has been determined by the Board of Directors based
upon the advice of a nationally recognized investment
banking firm selected by the Board of Directors; provided,
however, that if the Company shall not have made adequate
provision to deliver value pursuant to clause (B) above
within thirty (30) days following the later of (x) the
first occurrence of the date on which a person becomes an
Acquiring Person and (y) the date on which the Company's
right of redemption pursuant to Section 23(a) expires (the
later of (x) and (y) being referred to herein as the
"Section 11(a)(ii) Trigger Date"), then the Company shall
be obligated to deliver, upon the surrender for exercise of
a Right and without requiring payment of the Purchase
Price, shares of Common Stock (to the extent available) and
then, if necessary, cash, which shares and/or cash have an
aggregate value equal to the Spread (as defined below).
For purposes of this Section 11(a)(iii), the term "Spread"
shall mean the excess of (i) the Current Value over (ii)
the Purchase Price. To the extent that any legal or
contractual restrictions will prevent the Company from
paying the full cash amount payable in accordance with the
foregoing sentence, the Company shall pay to holders of the
Rights as to which such cash payments are being made all
amounts which are not then restricted on a pro rata basis.
The Company shall continue to make cash payments on a pro
rata basis as funds become available until such payments
have been paid in full. If the Board of Directors
determines in good faith that it is likely that sufficient
additional shares of Common Stock could be authorized for
issuance upon exercise in full of the Rights, the thirty
(30) day period set forth above may be extended to the
extent necessary, but not more than ninety (90) days after
the Section 11(a)(ii) Trigger Date, in order that the
Company may seek stockholder approval for the authorization
of such additional shares (such thirty (30) day period, as
it may be extended, is herein called the "Substitution
Period"). To the extent that action is to be taken
pursuant to the first and/or fourth sentences of this
Section 11(a)(iii), the Company (1) shall provide, subject
to Section 11(a)(ii) hereof, that such action shall apply
uniformly to all outstanding Rights and (2) may suspend the
exercisability of the Rights until the expiration of the
Substitution Period in order to seek such stockholder
approval for such authorization of additional shares and/or
to decide the appropriate form of distribution to be made
pursuant to such first sentence and to determine the value
thereof. In the event of any such suspension, the Company
shall issue a public announcement stating that the
exercisability of the Rights has been temporarily
suspended, as well as a public announcement at such time as
the suspension is no longer in effect. For purposes of
this Section 11(a)(iii), the value of each Adjustment Share
shall be the current per share market price of the Common
Stock on the Section 11(a)(ii) Trigger Date and the per
share or per unit value of any Common Stock Equivalent
shall be deemed to equal the current per share market price
of the Common Stock on such date."
<PAGE>
5. Section 23 of the Rights Agreement is hereby
amended in its entirety to read as follows:
"Section 23. Redemption
(a) the Board of Directors of the Company may, at its
option, at any time prior to the earlier of (i) the Close
of Business on the tenth Business Day after the Shares
Acquisition Date (or, if the Shares Acquisition Date shall
have occurred prior to the Record Date, the Close of
Business on the tenth Business Day following the Record
Date) or (ii) the Final Expiration Date, redeem all but not
less than all the then outstanding rights at a redemption
price of $.01 per Right, appropriately adjusted to reflect
any stock split,stock dividend or similar transaction
occurring after the date hereof (such redemption price
being hereinafter referred to as the "Redemption Price").
The redemption of the Rights by the Board of Directors may
be made effective at such time on such basis and with such
conditions as the Board of Directors in its sole discretion
may establish. If, following the occurrence of a Shares
Acquisition Date and following the expiration of the right
of redemption hereunder but prior to the occurrence of any
event specified in Section 13 hereof, (A) a Person who is
an Acquiring Person shall have transferred or otherwise
disposed of a number of Common Shares in one transaction or
series of transactions, not directly or indirectly
involving the Company or any of its Subsidiaries, which did
not result in the occurrence of any event specified in
Section 13 hereof such that such Person is thereafter a
Beneficial Owner of 10% or less of the outstanding Common
Shares and (B) there are no other Persons, immediately
following the occurrence of the event described in clause
(A) of this sentence, who are Acquiring Persons, then the
right of redemption shall be reinstated and thereafter be
subject to the provisions of this Section 23.
Notwithstanding anything contained in this Agreement to the
contrary, the Rights shall not be exercisable after the
first occurrence of the event specified in Section
11(a)(ii) hereof until such time as the Company's right of
redemption hereunder has expired. The Company may, at its
option, pay the Redemption Price in cash, Common Shares
(based on the "current per share market price", as defined
in Section 11(d)(i) hereof, of the Common Shares at the
time of redemption) or any other form of consideration
deemed appropriate by the Board of Directors.
<PAGE>
(b) Immediately upon the action of the Board of
Directors of the Company ordering the redemption of the
Rights pursuant to paragraph (a) of this Section 23,
evidence of which shall be filed with the Rights Agent, and
without any further action and without any notice, the
right to exercise the Rights will terminate and the only
right thereafter of the holders of Rights shall be to
receive the Redemption Price per Right. The Company shall
promptly give public notice of any such redemption;
provided, however, that the failure to give, or any defect
in, any such notice shall not affect the validity of such
redemption. Within 10 days after such action of the Board
of Directors ordering the redemption of the Rights pursuant
to paragraph (a), the Company shall mail a notice of
redemption to all the holders of the then outstanding
Rights at their last addresses as they appear upon the
registry books of the Rights Agent or, prior to the
Distribution Date, on the registry books of the transfer
agent for the Common Shares. Any notice which is mailed in
the manner herein provided shall be deemed given, whether
or not the holder receives the notice. Each such notice of
redemption shall state the method by which the payment of
the Redemption Price will be made.
(c) Notwithstanding the provisions of Section 23(a)
hereof, in the event that a majority of the Board of
Directors is elected by stockholder action by written
consent, or is comprised of persons elected at a meeting of
stockholders who were not nominated by the Board of
Directors in office immediately prior to such meeting, then
for a period of one hundred and eighty (180) days following
the effectiveness of such election, the Rights shall not be
redeemed if such redemption is reasonably likely to have
the purpose or effect of allowing any Person to become an
Acquiring Person or otherwise facilitating the occurrence
of a Triggering Event or a transaction with an Acquiring
Person."
6. Section 27 is hereby amended by deleting the
following words in the second sentence:
"(1) approved by a majority of Disinterested
Directors, and (2)"
and adding the following sentence to the end of such Section:
"Notwithstanding anything contained herein to the
contrary, this Agreement may not be amended at a time
when the Rights are not redeemable."
<PAGE>
7. The Form of Right Certificate attached to the
Rights Agreement as Exhibit B is hereby amended by inserting
after "July 25, 1988" in line 5 thereof the phrase "and amended
as of July 23, 1990 and May 16, 1996".
8. This Amendment shall be governed by and construed
in accordance with the laws of the State of Delaware.
9. This Amendment may be executed in counterparts and
each of such counterparts shall for all purposes be deemed to be
an original, and both such counterparts shall together constitute
but one and the same instrument.
10. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise alter, modify,
amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Rights
Agreement, all of which are ratified and affirmed in all respects
and shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the day and
year first above written.
Attest: STONE CONTAINER CORPORATION
By: MICHAEL B. WHEELER By: LESLIE T. LEDERER
Name: Michael B. Wheeler Name: Leslie T. Lederer
Title: Vice President and Title: Vice President,
Treasurer; Assistant Secretary and
Secretary Counsel
Attest: FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: MICHAEL R. PHALEN By: DIANE S. CALCAGNO
Name: Michael R. Phalen Name: Diane S. Calcagno
Title: Vice President Title: Assistant Vice
President
