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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(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 or organization) (I.R.S. employer identification no.)
150 N. Michigan Avenue
Chicago, Illinois 60601
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(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. /X/
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. / /
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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UNITS (CONSISTING OF (A) SERIES B NEW YORK STOCK EXCHANGE
10-3/4% SENIOR SUBORDINATED DEBENTURES
DUE 2002 AND (B) 1-1/2% SUPPLEMENTAL
INTEREST CERTIFICATES)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
For a description of the Units of Stone Container Corporation
(the "Registrant") covered by this registration statement see the
sections "Description of Debt Securities" and "Description of
Debt Securities-Particular Terms of the Senior Subordinated Debt
Securities" included in the Registrant's Registration Statement
on Form S-3 (Registration No. 333-20467), declared effective by
the Commission on February 5, 1997, and the section "Description
of Units" in the preliminary prospectus issued thereunder, dated
May 13, 1997 and filed on May 14, 1997 pursuant to Rule 424(b)(3)
of the Securities Act of 1933, as amended (the "Act"). Such
descriptions are incorporated herein by reference. The final
terms of the Units will be included in a form of prospectus
subsequently filed by the Registrant pursuant to Rule 424(b)
under the Act. Upon filing, such prospectus shall be
incorporated by reference into this Registration Statement.
Item 2. EXHIBITS.
Exhibit
Number Description of Document
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1. Senior Subordinated Indenture, dated as of March 15, 1992,
between the Registrant and The Bank of New York, as Trustee,
filed as Exhibit 4(a) to the Registrant's Registration Statement
Form S-3, Registration Number 33-46764, is hereby incorporated by
reference.
2. Form of the Supplemental Indenture between the Registrant and The
Bank of New York, as Trustee.
3. Form of the Registrant's Unit (included in Exhibit 2 above).
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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, thereunto duly authorized.
STONE CONTAINER CORPORATION
(Registrant)
Date: May 22, 1997
By: /s/ LESLIE T. LEDERER
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Name: Leslie T. Lederer
Title: Vice President, Secretary
and Counsel
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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1. Senior Subordinated Indenture, dated as of March 15, 1992,
between the Registrant and The Bank of New York, as Trustee,
filed as Exhibit 4(a) to the Registrant's Registration Statement
Form S-3, Registration Number 33-46764, is hereby incorporated by
reference.
2. Form of the Supplemental Indenture between the Registrant and The
Bank of New York, as Trustee.
3. Form of the Registrant's Unit (included in Exhibit 2 above).
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STONE CONTAINER CORPORATION,
as Issuer
TO
THE BANK OF NEW YORK,
as Trustee
First Supplemental Indenture
Dated as of May ___, 1997
Supplemental Indenture to Indenture Dated
As of March 15, 1992
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FIRST SUPPLEMENTAL INDENTURE, dated as of May ___, 1997 (this
"Supplemental Indenture") between STONE CONTAINER CORPORATION, a corporation
duly organized and existing under the laws of the State of Delaware (herein
called the "Company"), having its principal office at 150 North Michigan
Avenue, Chicago, Illinois 60601, and THE BANK OF NEW YORK, a New York banking
corporation, as Trustee (herein called the "Trustee"), having its Corporate
Trust office at 101 Barclay Street, New York, New York 10286, United States of
America.
RECITALS OF THE COMPANY
The Company entered into an Indenture dated as of March 15, 1992 with
the Trustee (the "Indenture") to provide for the issuance from time to time of
its unsecured debentures, notes or other evidences of indebtedness (herein
generally called the "Securities"), to be issued in one or more series as in
the Indenture provided.
The Company proposes to issue a series of Securities denominated its
Series B 10-3/4% Senior Subordinated Debentures due April 1, 2002 (the "Series B
Debentures").
Sections 901(7), 901(9) and 901(10) of the Indenture provide that
without notice to or the consent of any Holders, the Company, when authorized
by a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental to the Indenture to establish
the form or terms of Securities of any series as permitted by Sections 201 and
301 thereof, to cure any ambiguity, defect or inconsistency or to correct or
supplement any provision of the Indenture which may be inconsistent with any
other provision in the Indenture, or to make any other change that does not
materially adversely affect the interests of the Holders of Securities of any
series.
The entry into this Supplemental Indenture by the parties hereto is
in all respects authorized by the provisions of the Indenture.
All things necessary to make this Supplemental Indenture a valid
agreement of the Company, in accordance with its terms, have been done.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of Series B
Debentures by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of Series B Debentures
except as otherwise provided in the Indenture or this Supplemental Indenture,
as follows:
SECTION 1. The Indenture is hereby amended, solely with respect to
the Series B Debentures, as follows:
(a) By amending Section 101 to add new definitions thereto, in the appropriate
alphabetical sequence, as follows:
"TWO YEAR TREASURY RATE", "SEVEN YEAR TREASURY RATE" and "TEN
YEAR TREASURY RATE" mean the arithmetic averages (rounded to the
nearest basis point) of the weekly average per annum yield to
maturity values adjusted to constant maturities of two years, seven
years and ten years, respectively, for the four full weeks ending on
the seventh business day prior to the Reset Date (the "Rate
Determination Period") as determined from the yield curves of the
most actively traded marketable United States Treasury fixed interest
rate securities (x) constructed daily by the United States Treasury
Department (i) as published by the Federal Reserve Board in its
Statistical Release H.15 (519), "Selected Interest Rates," which
weekly average yield to maturity values currently are set forth in
such Statistical Release under the caption "U.S. Government
Securities--Treasury Constant Maturities--2 Years," "U.S. Government
Securities--Treasury Constant Maturities--7 Years" and "U.S.
Government Securities--Treasury Constant Maturities--10 Years,"
respectively, or (ii) if said Statistical Release H.15 (519) is not
then published, as published by the Federal Reserve Board in any
release comparable to its Statistical Release H.15 (519) or (iii) if
the Federal Reserve Board shall not be publishing a comparable
release, as published in any official publication or release of any
other United States Government Department or agency, or (y) if the
United States Treasury Department shall not then be constructing such
yield curves, then as constructed by the Federal Reserve Board or any
other United States Government Department or agency and published as
set forth in (x) above. However, if the Two Year Treasury Rate, the
Seven Year Treasury Rate or the Ten Year Treasury Rate cannot be
determined as provided above, then such treasury rate shall be the
arithmetic average (rounded to the nearest basis point) of the per
annum yields to maturity for each Business Day during the Rate
Determination Period of all of the issues of actively trading issues
of non-interest bearing United States Treasury fixed interest rate
securities with a maturity of not less than 21 months nor more than
27 months, not less than 81 months nor more than 87 months, or not
less than 117 months nor more than 123 months, respectively, from
such Business Day (1) as published in THE WALL STREET JOURNAL or (2)
if THE WALL STREET JOURNAL shall cease publication, based on average
asked priced (or yields) as quoted by each of three United States
Government Securities dealers of recognized national standing
selected by the Company.
(b) By amending Section 101 to delete the definitions in the Indenture of
"Initial Interest Rate" and "interest" and add the following definitions
of those terms:
"INITIAL INTEREST RATE", when used with respect to the Series B
Debentures, means the initial rate of interest to be borne by such
Series B Debentures as provided in the first paragraph of the face of
the Series B Debentures, including any portion thereof attributable
to the supplemental interest certificate attached thereto.
"INTEREST", when used with respect to the Series B Debentures, means
interest payable pursuant to the first paragraph of the face of the Series
B Debentures, including any portion thereof attributable to the
supplemental interest certificate attached thereto.
(c) By deleting current paragraph (a) of Section 1101 and adding as new
paragraph (a) of Section 1101 the following:
(a) In the event that the Company's Net Worth is below five
hundred million dollars ($500,000,000) (the "MINIMUM NET WORTH") as
at the end of any two consecutive fiscal quarters (the last day of
the second such fiscal quarter, the "FAILURE DATE"), then (i) the
interest rate on the Series B Debentures shall be reset as of the
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first day of the second fiscal quarter following the Failure Date
(the "RESET DATE") to a rate per annum (the "RESET RATE") equal to
the greater of (x) the Initial Interest Rate or (y) the sum of (A)
500 basis points and (B) the highest of the Two Year Treasury Rate,
the Seven Year Treasury Rate or the Ten Year Treasury Rate, (ii) on
the first Interest Payment Date following the Reset Date, the
interest rate on the Series B Debentures, as reset on the Reset Date,
shall increase by 50 basis points, and (iii) the interest rate on the
Series B Debentures shall further increase by an additional 50 basis
points on each succeeding Interest Payment Date. Notwithstanding
anything in the foregoing, in no event shall the interest rate on the
Series B Debentures at any time exceed the Initial Interest Rate by
more than 200 basis points.
(d) By adding as the first sentence of Section 1202 the following:
The Company may redeem the Series B Debentures, in whole or in part
pursuant to the second paragraph of the reverse of the Series B
Debentures.
(e) By amending the table of contents in the Indenture to reflect the
additions described in subsections (a) through (d) of this Section 1.
SECTION 2. The Series B Debentures shall be substantially in the form of
EXHIBIT A hereto, which form is hereby incorporated in and made a part of this
Supplemental Indenture. The Series B Debentures shall be in an aggregate
principal amount of $275,000,000 (except for Series B Debentures authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Series B Debentures pursuant to Sections 304, 305, 306, 906 or 1207
of the Indenture). The Series B Debentures may have notations, legends or
endorsements required by law, stock exchange rule, or agreements to which the
Company is subject. Each Series B Debenture shall be dated the date of its
authentication. The Series B Debentures shall be in denominations of $1,000
and integral multiples thereof.
The terms and provisions contained in the Series B Debentures shall
constitute, and are hereby expressly made, a part of this Supplemental
Indenture, and the Company and the Trustee, by their execution and delivery of
this Supplemental Indenture, expressly agree to such terms and provisions and
to be bound thereby.
The Series B Debentures will be issued in permanent global form,
substantially in the form of EXHIBIT A hereto. Such global Series B Debentures
shall be registered in the name of the U.S. Depositary for such global Series B
Debentures or the nominee of such U.S. Depositary and shall be delivered by the
Trustee to such U.S. Depositary or pursuant to such U.S. Depositary's
instructions. So long as the U.S. Depositary or its nominee is the registered
owner of such global Series B Debentures it will be deemed the sole owner and
holder of such global Series B Debentures for all purposes under the Indenture,
hereunder and under such global Series B Debentures. Neither the Company nor
the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made by the U.S. Depositary on account of any
beneficial interest in such global Series B Debentures. Such global Series B
Debentures shall represent such of the outstanding Series B Debentures as shall
be specified therein and each shall provide that it shall represent the
aggregate amount of outstanding Series B Debentures from time to time endorsed
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thereon and that the aggregate principal amount of outstanding Series B
Debentures represented thereby may from time to time be reduced or increased,
as appropriate, to reflect exchanges and redemptions and repurchases. Any
endorsement of a global Series B Debenture to reflect the amount of any
increase or decrease in the principal amount of outstanding Series B Debentures
represented thereby shall be made by the Trustee in accordance with
instructions given by the Holder thereof as required by Section 305 of the
Indenture. The Depository Trust Company shall be the initial U.S. Depositary
with respect to the Series B Debentures.
A global Series B Debenture is exchangeable for certificated Series B
Debentures of the same series and bearing interest at the same rate pursuant to
the same formula, having the same date of issuance, redemption provisions,
repayment provisions, stated maturity and other terms and of differing
authorized denominations aggregating a like amount if (x) The Depository Trust
Company notifies the Company that it is unwilling or unable to continue as the
U.S. Depositary for such global Series B Debenture or if at any time The
Depository Trust Company ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, or (y) the Company in its sole
discretion determines that such global Series B Debenture shall be exchangeable
for certificated Series B Debentures. Such certificated Series B Debentures
shall be registered in the names of the owners of the beneficial interests in
such global Series B Debenture as provided by The Depository Trust Company's
relevant participants (as identified by The Depository Trust Company).
The provisions of this Section 2 supersede the provisions of Section 205
of the Indenture (other than the second paragraph thereof), which provisions
shall not apply to the Series B Debentures.
SECTION 3. The Series B Debentures shall be subject to the defeasance
provisions of Sections 1402 and 1403 of the Indenture. The Series B Debentures
shall not be entitled to any sinking fund, and Article Thirteen of the
Indenture shall not apply to the Series B Debentures.
SECTION 4. Except as specifically supplemented and amended by this
Supplemental Indenture, the terms and provisions of the Indenture shall remain
in full force and effect. The Indenture, as supplemented and amended by this
Supplemental Indenture and all other indentures supplemental thereto, is in all
respects ratified and confirmed, and the Indenture, this Supplemental Indenture
and all indentures supplemental thereto shall be read, taken and construed as
one and the same instrument.
SECTION 5. If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Supplemental
Indenture by any of the provisions of the Trust Indenture Act, such required
provision shall control.
SECTION 6. All covenants and agreements in this Supplemental Indenture by
the Company shall bind its successors and assigns, whether so expressed or not.
SECTION 7. In case any provision in this Supplemental Indenture or in the
Securities of any series shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions (or of the
other series of Securities) shall not in any way be affected or impaired
thereby.
SECTION 8. Nothing in this Supplemental Indenture, expressed or implied,
shall give to any Person, other than the parties hereto and their successors
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hereunder, and the Holders of the Series B Debentures any benefit or any legal
or equitable right, remedy or claim under this Supplemental Indenture.
SECTION 9. This Supplemental Indenture and each Series B Debenture shall
be deemed to be a contract made under the laws of the State of New York and
this Supplemental Indenture and each Series B Debenture shall be governed by
and construed in accordance with the laws (other than the choice of law
provisions) of the State of New York.
SECTION 10. All terms used in this Supplemental Indenture and not
otherwise defined herein that are defined in the Indenture shall have the
meanings set forth therein.
SECTION 11. This Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
SECTION 12. The recitals contained herein and in the Series B Debentures,
except the certificate of authentication of the Trustee thereon, shall be taken
as statements of the Company, and the Trustee assumes no responsibility for
their accuracy or completeness. The Trustee make no representations as to the
validity or sufficiency of the Indenture, this Supplemental Indenture or of the
Series B Debentures and shall not be accountable for the use or application by
the Company of the Series B Debentures or the proceeds thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed all as of the day and year first written above.
STONE CONTAINER CORPORATION
By:__________________________
Name:________________________
Title:_______________________
THE BANK OF NEW YORK
By:__________________________
Name:________________________
Title:_______________________
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EXHIBIT A
FORM OF SERIES B DEBENTURES
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(FACE OF SERIES B DEBENTURE)
THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A COMMON DEPOSITARY OR
A U.S. DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE COMMON DEPOSITARY OR A U.S. DEPOSITARY OR BY A NOMINEEE OF THE
COMMON DEPOSITARY OR A NOMINEE OF THE U.S. DEPOSITARY AS THE CASE MAY BE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY (AS
DEFINED HEREIN) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
STONE CONTAINER CORPORATION
SERIES B 10-3/4% SENIOR SUBORDINATED DEBENTURE DUE APRIL 1, 2002
CUSIP NUMBER 861589 AT 6
No. __________ $ __________
STONE CONTAINER CORPORATION, a corporation duly organized and
existing under the laws of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to _____________________, or
registered assigns, the principal sum of ________________________ Dollars on
April 1, 2002, and to pay interest thereon from the date hereof or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semiannually on April 1 and October 1 in each year, commencing
October 1, 1997, at the rate of 10-3/4% per annum plus additional interest
hereon as provided in the Supplemental Interest Certificate attached hereto
at the rate per annum specified therein, until the principal hereof is paid
or made available for payment. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the March 15 or September 15
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.
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Payment of the principal of (and premium, if any) and interest on
this Security will be made at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, the City of New York, in dollars;
PROVIDED, HOWEVER, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
STONE CONTAINER CORPORATION
By ________________________________
[CORPORATE SEAL]
Attest: ___________________________
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
Dated: May __, 1997
This is one of the Securities of the
series designated therein referred
to in the within-mentioned Indenture
THE BANK OF NEW YORK, as Trustee
By: _____________________________
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(REVERSE OF SERIES B DEBENTURE)
STONE CONTAINER CORPORATION
10-3/4% SERIES B SENIOR SUBORDINATED DEBENTURE DUE APRIL 1, 2002
This Security, including the attached Supplemental Interest
Certificate, is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of March 15, 1992, as supplemented by a First
Supplemental Indenture dated as of May __, 1997 (herein called the
"Indenture"), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$275,000,000.
The Securities of this series are subject to redemption upon not less
than 30 nor more than 45 days' notice by first class mail, at any time on or
after the date hereof, as a whole or in part, at the election of the Company,
at the following Redemption Prices (expressed as percentages of the principal
amount):
If redeemed during the 12-month period beginning April 1 of the years
indicated,
Redemption
Year Price
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1997 105.3750%
1998 102.6875%
1999 and thereafter 100.0000%
together in the case of any such redemption with accrued and unpaid interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.
In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
This Security is a general unsecured obligation of the Company and
will (i) be subordinate in right of payment to all existing and future Senior
Indebtedness of the Company and (ii) be senior in right of payment to all
existing and future Junior Subordinated Indebtedness of the Company, as
described in the Indenture.
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In the event that the Company's Net Worth is below $500 million at
the end of any two consecutive fiscal quarters (the last day of the second
such fiscal quarter, the "Failure Date"), then (i) the interest rate on the
Securities of this series shall be reset as of the first day of the second
following fiscal quarter (the "Reset Date") to a rate per annum (the "Reset
Rate") equal to the greater of (x) 12-1/4% (the aggregate of 10-3/4% plus
1-1/2% represented by the Supplemental Interest Certificate attached hereto)
or (y) the sum of 500 basis points and the highest of the Two Year Treasury
Rate, the Seven Year Treasury Rate or the Ten Year Treasury Rate, (ii) on the
first interest payment date following the Reset Date, the interest rate on
the Securities of this series shall increase by 50 basis points and (iii) the
interest rate on the Securities of this series shall further increase by an
additional 50 basis points on each succeeding interest payment date.
Notwithstanding clauses (i), (ii) and (iii) above, in no event shall the
interest rate on the Securities of this series at any time exceed 14-1/4%.
If the Company's Net Worth equals or exceeds $500 million as of the last day
of any fiscal quarter subsequent to the Failure Date, then the interest rate
on the Securities of this series shall return to 12-1/4% as of the first day
of the second following fiscal quarter.
The Indenture also provides that upon the occurrence of a Change in
Control, subject to the satisfaction of certain substantial conditions
precedent set forth in the Indenture, each Holder shall have the right-to
require the Company to purchase such Holder's Securities at a price equal to
101% of the aggregate principal amount of such Securities plus accrued and
unpaid interest, if any, to the date of such purchase.
This Security is subject to defeasance as described in the Indenture.
The Indenture may be modified by the Company and the Trustee
without consent of any Holder with respect to certain matters as described in
the Indenture. In addition, the Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to
be affected. The Indenture also contains provisions permitting the Holders
of a majority in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall bind such Holder
and all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the
principal of (and premium, if any) and interest on this Security are payable,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series, of authorized denominations and for
the same Stated Maturity and aggregate principal amount, will be issued to
the designated transferee or transferees.
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<PAGE> The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
The Indenture imposes certain limitations on the ability of the
Company to, among other things, make payments in respect of its capital
stock, merge or consolidate with any other Person or sell, assign, transfer
or lease all or substantially all of its properties or assets. All such
covenants and limitations are subject to a number of important qualifications
and exceptions. The Company must report periodically to the Trustee on
compliance with the covenants in the Indenture.
A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
this Security or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Holder, by accepting a
Security, waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of this Security.
Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures ("CUSIP"), the Company has caused
CUSIP numbers to be printed on the Securities of this series as a convenience
to the Holders of the Securities of this series. No representation is made
as to the correctness or accuracy of such numbers as printed on the
Securities of this series and reliance may be placed only on the other
identification numbers printed hereon.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
-6-
<PAGE>
ASSIGNMENT FORM
To assign this Security, fill in the form below: (I) or (we) assign and
transfer this Security to
____________________________________________________________________________
(insert assignee's social security or tax identification number)
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint _________________________________________ agent to
transfer this Security on the books of the Company. The agent may substitute
another to act for him.
Dated:____________________ Your Signature ____________________________
(Sign exactly as your name appears
on the other side of this Security)
Signature Guaranty: _________________________________________________________
Signatures must be guaranteed by an "eligible
guarantor institution" meeting the requirements of the
Security Registrar, which requirements include membership
or participation in STAMP or such other "signature
guarantee program" as may be determined by the Security
Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934,
as amended.
-7-
<PAGE>
OPTION OF HOLDER TO ELECT PURCHASE
If you wish to elect to have all or any portion of this Security
purchased by the Company pursuant to Section 1011 ("Change in Control Offer") of
the Indenture, check the applicable box:
/ / in whole / / in part
amount to be purchased: $__________
Dated:____________________ Your Signature _____________________________
(Sign exactly as your name
appears on the other side of
this Security)
Signature Guaranty: _____________________________________________
Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Security Registrar,
which requirements include membership or participation in STAMP
or such other "signature guarantee program" as may be determined
by the Security Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act
of 1934, as amended.
Social Security Number or Taxpayer Identification
Number: _________________________________
-8-
<PAGE>
STONE CONTAINER CORPORATION
SUPPLEMENTAL INTEREST CERTIFICATE
(RELATING TO SERIES B 10-3/4% SENIOR SUBORDINATED DEBENTURE DUE APRIL 1, 2002)
No. __________
STONE CONTAINER CORPORATION, a corporation duly organized and
existing under the laws of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay interest on the principal
amount evidenced by the attached Series B 10-3/4% Senior Subordinated
Debenture due April 1, 2002 (the "Series B Debenture") from the date hereof
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semiannually on April 1 and October 1 in each year,
commencing October 1, 1997, at the rate of 1-1/2% per annum in addition to
the 10-3/4% interest rate borne by such Series B Debenture, until the
principal of such Series B Debenture is paid or made available for payment.
The interest so payable will be paid in accordance with the terms of such
Series B Debenture and the related Indenture dated as of March 15, 1992, as
supplemented by a First Supplemental Indenture dated as of May ___, 1997,
between the Company and The Bank of New York, as Trustee.
This Supplemental Interest Certificate is not separable from the
Series B Debenture to which it is attached and may not be separately
transferred.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal this ______ day of May, 1997.
STONE CONTAINER CORPORATION
By __________________________________
[CORPORATE SEAL]
Attest: ______________________________
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