Smurfit-Stone Container Corp – ‘8-A12B/A’ on 11/24/98 – EX-6

As of:  Tuesday, 11/24/98   ·   Accession #:  94610-98-20   ·   File #:  1-03439

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B/A    Amendment to Registration of a Class of Securities     6±    39K 
 2: EX-3        Articles of Incorporation/Organization or By-Laws      5±    29K 
 3: EX-6        Opinion re: Discount on Capital Shares                 2±     8K 
 4: EX-7        Opinion re: Liquidation Preference                     8±    34K 
 5: EX-15       Letter re: Unaudited Interim Financial Information   207±   875K 

EX-6   —   Opinion re: Discount on Capital Shares

EXHIBIT 6                                                                       

CERTIFICATE OF AMENDMENT                                        
OF                                                              
RESTATED CERTIFICATE OF INCORPORATION                           
OF                                                              
STONE CONTAINER CORPORATION                                     

Stone Container Corporation, a Delaware corporation                             
(the "Corporation"), organized and existing under and                           
by virtue of the General Corporation Law of the State                           
of Delaware DOES HEREBY CERTIFY:                                                

1. That Section 4(a) of Subpart I.B. of ARTICLE                                 
FOURTH of the Restated Certificate of Incorporation of                          
the Corporation is hereby amended so as to read in its                          
entirety as follows:                                                            

In addition to the voting rights provided in Sections                           
4(b), 7(b) and 9 and the voting rights required by                              
law, the holders of shares of the Series E Preferred                            
Stock shall be entitled to vote upon all matters upon                           
which holders of the Common Stock have the right to                             
vote and be entitled to one vote thereon per share of                           
Series E Preferred Stock (except that in the case of                            
the elections of directors (other than the election of                          
directors provided for in Section 4(b)), holders of                             
shares of the Series E Preferred Stock shall have the                           
same cumulative voting rights as holders of Common                              
Stock in accordance with Subpart II.C.), with the                               
holders of the Series E Preferred Stock and the Common                          
Stock voting together as one class on any such                                  
matters, except as otherwise provided by law.                                   

2. That the last sentence of Section 4(b) of Subpart                            
I.B. of ARTICLE FOURTH of the Restated Certificate of                           
Incorporation of the Corporation is hereby amended so                           
as to read in its entirety as follows:                                          

Notwithstanding any voting rights that the holders of                           
the shares of the Series E Preferred Stock shall have                           
under this Section 4(b), holders of shares of the                               
Series E Preferred Stock shall not be divested of any                           
other voting rights rovided to such stockholders                                
pursuant to Sections 4(a), 7(b) and 9 or by law.                                

3. That, the aforesaid amendments were duly adopted                             
in accordance with Section 242 of the General                                   
Corporation Law of the State of Delaware.                                       

IN WITNESS WHEREOF, Stone Container Corporation has caused this                 
Certificate to be signed this 18th day of November, 1998.                       

STONE CONTAINER CORPORATION                                                     

By: _/s/ Leslie T. Lederer                                                      
Name:  Leslie T. Lederer                                                        
Title:  Vice President, Secretary and Counsel