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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 8-A/A
Amendment No. 3
____________
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 (I.R.S. Employer
organization) Identification No.)
150 North Michigan Avenue, 60601-7568
Chicago, Illinois (Zip Code)
(Address of principal executive
offices)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective securities and is to become
upon filing pursuant to General effective simultaneously with
Instruction A(c)(1) please the effectiveness of a
check the following concurrent registration
box. ____ 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 to be so Name of each exchange on which
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)
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 Amendment No. 1 thereto filed with the Commission on
July 23, 1990 and Amendment No. 2 thereto filed with the
Commission or June 8, 1996, and such Form 8-A is hereby
incorporated by reference herein.
The Registrant executed an Amendment (the "Amendment"),
dated as of May 10, 1998, to the Rights Agreement, dated as of
July 25, 1988, as amended July 23, 1990 and May 16, 1996, between
the Registrant and The 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 that none of Jefferson Smurfit Corporation ("JSC"), any
of its Affiliates or Associates or any of its permitted assignees
or transferees shall be deemed an Acquiring Person and no
Distribution Date shall be deemed to occur, in each case, by
reason of the approval, execution or delivery of the Agreement
and Plan of Merger (the "Merger Agreement"), dated as of May 10,
1998, among JSC, a wholly owned subsidiary of JSC and the
Registrant or the consummation of the transactions contemplated
by the Merger Agreement and (ii) changes the Final Expiration
Date to the earlier of the close of business on the date on which
the Effective Time (as defined in the Merger Agreement) occurs or
the close of business on December 31, 1998.
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 10,
1998, between Stone Container Corporation and The First
Chicago Trust Company of New York (as successor to The
First National Bank of Chicago), as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
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: Leslie T. Lederer
Leslie T. Lederer
Vice President
Dated: May 13, 1998
EXHIBIT INDEX
Exhibit
Number Description Page
1 Amendment to the Rights Agreement,
dated as of May 11, 1998, between
Stone Container Corporation and The
First Chicago Trust Company of New
York (as successor to The First
National Bank of Chicago), as
Rights Agent.