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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OR THE
SECURITIES EXCHANGE ACT OF 1934
STONE CONTAINER CORPORATION
(Exact name of registrant as specified in ts charter)
DELAWARE 36-2041256
(State of incorporation or organization) (I.R.S. Employer Identification No.)
150 NORTH MICHIGAN AVENUE, CHICAGO, ILLINOIS 60601
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A(c)(1),
please check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2), please check the following
box. [X]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each Name of each exchange on which
to be so registered each class is to be registered
RATING ADJUSTABLE SENIOR NOTES DUE 2016 NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The material set forth in the section captioned "Description of Notes" in the
Registrant's Registration Statement on Form S-4 (Registration No. 333-12155),
filed with the Securities and Exchange Commission on September 17, 1996, is
incorporated herein by reference.
ITEM 2. EXHIBITS
1. Indenture, dated as of July 24, 1996, between the Registrant and The Bank
of New York, as trustee, relating to the Rating Adjustable Senior Notes due
2016 is incorporated herein by reference to Exhibit 4.1 of the Registrant's
Registration Statement on Form S-4 filed with the Securities and Exchange
Commission on September 17, 1996.
2. First Supplemental Indenture, dated as of July 24, 1996, between the
Registrant and The Bank of New York, as trustee, relating to the Rating
Adjustable Senior Notes due 2016 is incorporated herein by reference to
Exhibit 4.2 of the Registrant's Registration Statement on Form S-4 filed
with the Securities and Exchange Commission on September 17, 1996.
3. Form of the Registrant's Rating Adjustable Senior Note due 2016 (included
in Exhibit 2 to this Registration Statement).
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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, on this 7th day of
October, 1996.
STONE CONTAINER CORPORATION
By: /s/ Leslie T. Lederer
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Name: Leslie T. Lederer
Title: Vice President, Secretary and Counsel
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