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 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). -2- 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 --------------------------------------------- Name: Leslie T. Lederer Title: Vice President, Secretary and Counsel -3-