EXHIBIT (10)(i)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
THE MEAD CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 31-0535759
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(State of Incorporation or Organization) (IRS Employer Identification No.)
Mead World Headquarters,
Courthouse Plaza Northeast
Dayton, Ohio 45463
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and is securities pursuant to Section
effective pursuant to General Instruction 12(g) of the Exchange Act and
A.(c), please check the following box. [X] is effective pursuant to General
Instruction A.(d), please check
the following box. [_]
Securities Act registration statement file number to which this form relates:
N/A
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(If applicable)
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 Share Stock Purchase New York Stock Exchange
Rights (Pursuant to Rights Pacific Stock Exchange
Agreement dated as of Chicago Stock Exchange
November 9, 1996 and amended
as of December 7, 1999 and
February 16, 2000 and
Certificate of Adjustment
dated as of November 1, 1997)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
This Registration Statement on Form 8-A/A amends and
restates the Registration Statement on Form 8-A filed with the
Securities and Exchange Commission by The Mead Corporation (the
"Company") on November 13, 1996 (the "Original Form 8-A") relating
to the rights distributed to the stockholders of the Company (the
"Rights") in connection with the Rights Agreement (the "Rights
Agreement"), dated as of November 9, 1996, between the Company and
BankBoston, N.A. (as successor to The First National Bank of
Boston) (the "Rights Agent"), as Rights Agent. On December 7,
1999, the Company and the Rights Agent entered into Amendment No.
1 to the Rights Agreement, which is incorporated herein by
reference. On February 16, 2000, the Company and the Rights Agent
entered into Amendment No. 2 to the Rights Agreement, which is
included as Exhibit 4 hereto and is incorporated herein by
reference.
Item 1. Description of Securities To Be Registered.
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On November 9, 1996, the Board of Directors of The
Mead Corporation, an Ohio corporation (the "Company"), authorized
and granted to each holder of a Common Share, without par value,
of the Company (the "Common Shares") outstanding at the close of
business on November 14, 1996 (the "Record Date") one Right for
each Common Share held as of the Record Date. At such time, each
Right entitled the registered holder to purchase from the Company
one Common Share (or, in certain other circumstances, other
consideration) at a price of $200 (the "Purchase Price"), subject
to adjustment in certain circumstances. The Purchase Price may be
paid, at the election of the registered holder, in cash, Common
Shares or a combination thereof.
The description and terms of the Rights are set forth in
a Rights Agreement, dated as of November 9, 1996 (the "Rights
Agreement"), between the Company and the First National Bank of
Boston, a Certificate of Adjustment dated as of November 1, 1997,
Amendment No. 1 (the "Amendment No. 1") dated as of December 7,
1999, between the Company and BankBoston, N.A. (as successor to
The First National Bank of Boston), as Rights Agent and Amendment
No. 2 (the "Amendment No. 2") dated as of February 16, 2000,
between the Company and BankBoston, N.A.
Initially, the Rights are attached to the certificates
representing outstanding Common Shares, and no separate
certificates evidencing the Rights (the "Rights Certificates")
have been distributed. Until the earlier to occur of (i) ten days
following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership
of 20% or more of the outstanding Common Shares (the "Share
Acquisition Date"), (ii) ten Business Days following the
commencement of (or public announcement of the intent to commence)
a tender offer or exchange offer by any person or group if upon
consummation thereof, such person or group would be the beneficial
owner of 20% or more of the outstanding Common Shares or (iii) ten
days following a determination by the Board of Directors of the
Company that any Person is an Adverse Person (the earliest of such
dates being called the "Distribution Date"), the Rights will be
evidenced by the Common Share certificates. The Board of Directors
of the Company will declare any Person to be an Adverse Person
upon their determination that such Person has become the
Beneficial Owner of a substantial amount (i.e., not less than 10%)
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of the Common Shares then outstanding and upon the determination
by a majority of the independent Directors that: (i) such
Beneficial Ownership is intended to cause the Company to
repurchase the Common Shares owned by such Person or to cause
pressure on the Company to take action intended to provide such
person
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with short-term financial gain which, in their determination, is not in the best
long-term interests of the Company and its shareholders or (ii) such Beneficial
Ownership is reasonably likely to cause a material adverse impact on the
business of the Company.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with Common Share certificates. Until
the Distribution Date (or earlier redemption or expiration of the Rights), the
transfer of any certificate for Common Shares will also constitute the transfer
of the Rights associated with the Common Shares represented by such certificate.
As soon as practicable following the Distribution Date, Right Certificates will
be mailed to holders of record of the Common Shares as of the Close of Business
on the Distribution Date and, thereafter, such separate Right Certificates alone
will evidence the Rights.
The Rights are not exercisable until the Distribution Date and will
expire at the Close of Business on November 14, 2006, unless earlier redeemed or
extended by the Company as described below.
In the event that (i) a person or group becomes an Acquiring Person
(other than pursuant to an offer for all outstanding Common Shares at a price
and on terms which a majority of the independent Directors determine to be
adequate and otherwise to be in the best interests of shareholders) or (ii) the
Board of Directors of the Company declares a Person to be an Adverse Person, the
Rights Agreement provides that proper provision shall be made so that each
holder of a Right will thereafter have the right to receive, upon the exercise
thereof, Common Shares (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two (2) times the exercise
price of the Right. However, Rights are not exercisable following the occurrence
of either of the events set forth above until such time as the Rights are no
longer redeemable by the Company as set forth below. Notwithstanding the
foregoing, following the occurrence of any of the events set forth in this
paragraph, any Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by an Acquiring Person or an Adverse
Person shall immediately become null and void.
In the event that following the Share Acquisition Date, (i) the Company
engages in a merger or consolidation in which the Company is not the surviving
corporation, (ii) the Company engages in a merger or consolidation with another
person in which the Company is the surviving corporation, but in which all or
part of its Common Shares are changes or exchanged, or (iii) 50% or more of the
Company's assets or earning power is sold or transferred (except with respect to
clause (i) and (ii), a "cleanup" merger which follows an offer described in the
preceding paragraph), the Rights Agreement provides that proper provision shall
be made so that each holder of a Right shall thereafter have the right to
receive, upon the exercise thereof, Common Shares of the acquiring company
having a value equal to two (2) times the exercise price of the Right. The
events set forth in this paragraph and in the preceding paragraph are referred
to as the "Triggering Events."
The Purchase Price payable, and the number of Common Shares issuable,
upon exercise of the Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Common Shares, (ii) upon the grant to
holders of the Common Shares of certain rights or warrants to subscribe for
Common Shares or securities convertible into Common Shares at less than the
current market price of the Common Shares, or (iii) upon the distribution to
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holders of the Common Shares of evidences of indebtedness or assets (excluding
regular quarterly dividends) or of subscription rights or warrants (other than
those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Common Shares will be issued upon exercise of
the Rights and, in lieu thereof, a cash payment will be made based on the market
price of the Common Shares on the last trading date prior to the date of
exercise.
At any time after the date of the Rights Agreement until ten days
following the Share Acquisition Date, the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at the then current redemption
price per Right, payable in cash or stock (the "Redemption Price"). Immediately
upon the action of the Board of Directors of the Company ordering redemption of
the Rights, the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price. The foregoing notwithstanding,
the Rights may not be redeemed at any time subsequent to the Board of Directors'
determination that any Person is an Adverse Person.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that a Triggering Event
shall occur.
Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company in order to cure any ambiguity, defect or
inconsistency; to shorten or lengthen any time period under the Rights
Agreement; or in any other respect that will not adversely affect the interests
of holders of Rights; provided, however, that no amendment may be made at such
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time as the Rights are not redeemable.
As of November 5, 1996, there were 52,261,831 Common Shares
outstanding, 13,964,589 shares held in the treasury and 8,845,593 Common Shares
authorized for issuance upon exercise of options granted under the Company's
employee benefit plans. Each outstanding Common Share on November 14, 1996, will
receive one Right. As long as the Rights are attached to the Common Shares and
in certain other circumstances specified in the Rights Agreement, the Company
will issue one Right for each Common Share issued on or after November 14, 1996.
The Rights may have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company without conditioning the offer on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors of the Company since the Board of
Directors may, at its option, at any time prior to ten days following the Share
Acquisition Date redeem all but not less than all the then outstanding Rights.
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On November 1, 1997, the Board of Directors of the Company declared a
two-for-one stock split to be effectuated through the distribution on December
1, 1997 of one Common Share to the holder of record of each Common Share
outstanding at the close of business on November 12, 1997 (the "Share
Distribution"). Certain computational adjustments under the Rights Agreement are
required as a consequence of the Share Distribution.
Pursuant to Sections 11, 12 and 23 of the Rights Agreement, effective
as of the close of business on November 12, 1997: (a) the Purchase Price will be
adjusted from $200 to $100; (b) the Redemption Price will be adjusted from $0.01
to $0.0O5; and (c) the number of Rights outstanding will be adjusted, in lieu of
any adjustment in the number of Common Shares issuable upon the exercise of a
Right, by issuing one new Right attached to each Common Share in the Share
Distribution.
A copy of Amendment No. 2 is attached hereto as Exhibit 4 and is
incorporated herein by reference. The foregoing description of the Rights does
not purport to be complete and is qualified in its entirety by reference to such
Exhibit.
Item 2. Exhibits.
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1 Rights Agreement, dated as of November 9, 1996, between The Mead
Corporation and BankBoston, N.A. (as successor to the First National
Bank of Boston), as Rights Agent, including the form of Rights
Certificate as Exhibit A and the Summary of Rights to Purchase Common
Stock as Exhibit B. Pursuant to the Rights Agreement, printed Rights
Certificates will not be mailed until after the earlier of (i) the
tenth day after the Share Acquisition Date (ii) the tenth Business Day
after the date of the commencement of a tender or exchange offer by any
person or group of affiliated or associated persons, if upon
consummation thereof, such person or group would be the beneficial
owner of 20% or more of such outstanding Common Shares or (iii) the
tenth day after the Board of Directors determines that a person is an
Adverse Person. (Incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A dated November 13, 1996.)
2 Certificate of Adjustment dated as of November 1, 1997 made by the Mead
Corporation in accordance with the Rights Agreement. (Incorporated by
reference to Exhibit 2 to the Company's Registration Statement on Form
8-A/A-1 dated November 3, 1997.)
3 Amendment No. 1 to the Rights Agreement, dated as of December 7,
1999, between The Mead Corporation and BankBoston, N.A. (as successor
to the First National Bank of Boston), as Rights Agent. (Incorporated
by reference to Exhibit 3 to the Company's Registration Statement on
Form 8-A/A-1 dated December 15, 1999.)
4 Amendment No. 2 to the Rights Agreement, dated as of February 16, 2000,
between The Mead Corporation and BankBoston, N.A. (as successor to the
First National Bank of Boston), as Rights Agent.
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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, thereunto duly
authorized.
Dated: March 6, 2000 THE MEAD CORPORATION
By: /s/ Timothy R. McLevish
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Name: Timothy R. McLevish
Title: Vice President and Chief
Financial Officer
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EXHIBIT INDEX
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Exhibit Description
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1 Rights Agreement, dated as of November 9, 1996, between The Mead
Corporation and BankBoston, N.A. (as successor to the First National
Bank of Boston), as Rights Agent, including the form of Rights
Certificate as Exhibit A and the Summary of Rights to Purchase Common
Stock as Exhibit B. Pursuant to the Rights Agreement, printed Rights
Certificates will not be mailed until after the earlier of (i) the
tenth day after the Share Acquisition Date (ii) the tenth Business Day
after the date of the commencement of a tender or exchange offer by
any person or group of affiliated or associated persons, if upon
consummation thereof, such person or group would be the beneficial
owner of 20% or more of such outstanding Common Shares or (iii) the
tenth day after the Board of Directors determines that a person is an
Adverse Person. (Incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A dated November 13, 1996.)
2 Certificate of Adjustment dated as of November 1, 1997 made by the
Mead Corporation in accordance with the Rights Agreement.
(Incorporated by reference to Exhibit 2 to the Company's Registration
Statement on Form 8-A/A-1 dated November 3, 1997.)
3 Amendment No. 1 to the Rights Agreement, dated as of December 7, 1999,
between The Mead Corporation and BankBoston, N.A. (as successor to the
First National Bank of Boston), as Rights Agent. (Incorporated by
reference to Exhibit 3 to the Company's Registration Statement on Form
8-A/A dated December 15, 1999.)
4 Amendment No. 2 to the Rights Agreement, dated as of February 16,
2000, between The Mead Corporation and BankBoston, N.A. (as successor
to the First National Bank of Boston), as Rights Agent.
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AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT
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Amendment No. 2 to the Rights Agreement, dated as of February 16, 2000
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(the "Amendment"), by and between The Mead Corporation, an Ohio corporation (the
"Company"), and BankBoston, N.A. (formerly The First National Bank of Boston), a
national banking association organized under the laws of the United States of
America, as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement on November 9, 1996 and Amendment No. 1 on December 7, 1999 thereto
(collectively, the "Agreement");
WHEREAS, pursuant to Section 26 of the Agreement, the Company has
determined to modify the terms of the Agreement in certain respects.
NOW, THEREFORE, in consideration of the promises and mutual agreements
herein set forth, and intending to be legally bound hereby, the parties hereto
agree that the Agreement shall be and hereby is amended in the following manner:
Section 1. Amendment of Reservation and Availability of Common Shares.
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Section 9(a) of the Agreement is hereby amended in its entirety to read as
follows:
"The Company covenants and agrees that from after the time that the Rights
first become exercisable and except as provided in Section 11(a)(iii) or
in the following sentence, the Company will cause to be reserved and kept
available for issuance upon exercise of the Rights out of its authorized
and unissued Common Shares or Common Shares held in its treasury, all
Common Shares which are not reserved for other purposes. The foregoing
notwithstanding, if at the time the Rights first become exercisable (other
than as a result of a Triggering Event), the sum of the number of
authorized, but unissued Common Shares and the number of Common Shares held
in treasury (including for this purpose the number of authorized, but
unissued shares or treasury shares reserved for issuance upon exercise of
the Rights) minus the number of Common Shares (whether authorized, but
unissued shares or treasury shares) reserved for issuance for purposes
other than upon exercise of the Rights is not sufficient to permit the
exercise in full of the Rights for Common Shares, each Right shall
thereafter be exercisable for a fraction of a
Common Share and such other consideration designated by the Board of
Directors of the Company which the Board of Directors of the Company has
determined, based on the advice of a nationally recognized investment
banking firm selected by the Board of Directors of the Company, to have a
value equal to the Common Share (or fraction thereof) for which the Right
may otherwise have been exercisable. Common Shares shall not be deemed
reserved hereunder and, as such, unavailable for other purposes, unless and
until the Rights first become exercisable. The provisions of this Section
9(a) shall be interpreted in a manner consistent with Section 11(a)(iii)".
Section 2. Amendment of Appointment of Rights Agent. Section 2 of the
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Agreement is hereby amended by inserting the following which appears at the end
thereof:
", upon ten (10) days' prior written notice to the Rights Agent. The Rights
Agent shall have no duty to supervise, and shall in no event be liable for,
the acts or omissions of any such co-Rights Agent".
Section 3. Amendment of Concerning the Rights Agent. Section 18 is hereby
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amended by inserting the word "gross" in front of the words "negligence, bad
faith or willful misconduct" in the tenth line of Section 18.
Section 4. Amendment of Duties of Rights Agent. Section 20(c) is hereby
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amended by inserting the word "gross" in front of the words "negligence, bad
faith or willful misconduct" in the second line of Section 20.
Section 5. Changing the Name of Rights Agent. All references in the
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Agreement to "The First National Bank of Boston" are hereby amended to read
"BankBoston, N.A."
Section 6. "Agreement" as Amended. The term "Agreement" as used in the
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Agreement shall be deemed to refer to the Agreement as amended hereby, and all
references to the Agreement shall be deemed to include this Amendment.
Section 7. Effectiveness. This Amendment shall be effective as of the date
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first written above, and except as set forth herein, the Agreement shall remain
in full force and effect and otherwise shall be unaffected hereby.
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Section 8. Counterparts. This Amendment may be executed in two or more
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counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested as of the date first written above.
THE MEAD CORPORATION
By: /s/ TIMOTHY R. MCLEVISH
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Name: Timothy R. McLevish
Title: Vice President and CFO
BANKBOSTON, N.A.
By: /s/ TYLER H. HAYNES
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Name: Tyler H. Haynes
Title: Director, Client Services
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