SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 8-A
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 (IRS Employer
of organization) Identification No.)
150 North Michigan Avenue, Chicago, Illinois 60601
- --------------------------------------------------------------------------------
(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
- -------------------- ------------------------------
___% 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
- --------------------------------------------------------------------------------
(Title of Class)
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 and No. 2 thereto, filed on August 4, 1994 and
September 15, 1994, respectively, relating to the First Mortgage
Notes and the Senior Notes, is hereby incorporated by reference.
2. 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.
3. 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
-2-
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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
-3-
9. 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.
10. 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.
11. 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.
12. 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).
13. 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.
-4-
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: /s/ Leslie T. Lederer
------------------------
Name: Leslie T. Lederer
Title: Vice President,
Secretary and
Counsel
Dated: September 23, 1994
-5-