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FORM 8 - A
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SHOREWOOD PACKAGING CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 11-2742734
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
277 Park Avenue, New York, New York 10172-0124
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(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
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Common Stock, $.01 Par Value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities
to be Registered
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Common Stock, $.01 Par Value; Preferred Share Purchase Rights
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The securities of Shorewood Packaging Corporation (the "Company") to be
registered on the New York Stock Exchange, Inc. (the "Exchange") are: (i) the
Company's Common Stock, par value $.01 per share; and (ii) the Company's
Preferred Share Purchase Rights. A description of the Common Stock contained
under the caption "Description of Capital Stock" in the Company's Registration
Statement on Form 8-A dated October 20, 1986, is incorporated by reference
herein. A description of the Company's Preferred Share Purchase Rights contained
under the caption "Description of the Registrant's Securities to be Registered"
in the Company's Registration Statement on Form 8-A dated June 8, 1995, is
incorporated by reference herein.
Item 2. Exhibits
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1. A. Registrant's Certificate of Incorporation as amended,
incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1, as amended, as filed with
the Commission on September 4, 1986, Commission File No.
33-8490.
B. Registrant's Certificate of Designation, Preferences and
Rights of Series B Junior Participating Preferred Stock as
filed with the Secretary of State of Delaware on June 8, 1995,
incorporated by reference to Exhibit 2.2 to the Registrant's
Registration Statement on Form 8-A, as filed with the
Commission on June 8, 1995.
C. Registrant's By-laws, incorporated by reference to Exhibit 3.2
to the Registrant's Amendment No. 1 to Registration Statement
on Form S-1, as filed with the Commission on October 20, 1986,
Commission File No. 33-8490.
D. Form of Rights Agreement to be entered into by the Registrant
and the Bank of New York, as Rights Agent, incorporated by
reference to Exhibit 2.4 to the Registrant's Registration
Statement on Form 8-A, as filed with the Commission on June 8,
1995.
2. All exhibits required by Instruction II to Item 2 will be supplied to
the Exchange.
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SIGNATURES
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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.
Shorewood Packaging Corporation
By: /s/Howard M. Liebman
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Name: Howard M. Liebman
Title: Executive Vice President
Date: January 14, 1998
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