REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE MEAD CORPORATION
(Exact Name of Registrant as Specified in its Charter)
OHIO 31-0535759
(State of Incorporation) (I.R.S. Employer Identification Number)
MEAD WORLD HEADQUARTERS
COURTHOUSE PLAZA NORTHEAST
DAYTON, OHIO 45463
(937) 495-6323
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
DAVID L. SANTEZ
ASSISTANT SECRETARY AND
ASSOCIATE GENERAL COUNSEL
MEAD WORLD HEADQUARTERS
COURTHOUSE PLAZA NORTHEAST
DAYTON, OHIO 45463
(937) 495-6323
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]_________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]_________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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Title of each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to be Aggregate Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
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Common Shares, without
par value (1) 162,115 $26.6250 $ 4,316,311.88 (2)
121,350 $31.6250 3,837,693.75 (2)
11,569 $31.9375 369,484.94 (2)
73,880 $33.0000 2,438,040.00 (2)
41,550 $35.0000 1,454,250.00 (2)
206,100 $36.6250 7,548,412.50 (3)
106,200 $41.5000 4,407,300.00 (2)
240,958 $43.5000 10,481,673.00 (3)
505 $43.5625 21,999.06 (3)
30,000 $44.0000 1,320,000.00 (3)
273,275 $44.6875 12,211,976.56 (3)
550 $44.9375 24,715.63 (3)
15,000 $49.6875 745,312.50 (3)
51,654 $51.4375 2,656,952.63 (4)
320,432 $53.0625 17,002,923.00 (3)
276,990 $54.3750 15,061,331.25 (3)
4,007 $55.7500 223,390.25 (3)
29,000 $56.3125 1,633,062.50 (4)
5,887 $56.4375 332,247.56 (4)
2,462 $56.5000 139,103.00 (3)
2,094,113 $57.3750 120,149,733.38 (5)
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4,067,597 $206,375,913.39 $62,538.16
(1) There are also being registered hereunder an equal number of Purchase
Rights, which are currently attached to and transferrable only with the
Common Shares registered hereby, issuable pursuant to the Registrant's
Shareholder Rights Plan.
(2) Calculated in accordance with Rule 457(h)(1) based on the price at which
outstanding options may be exercised under the Registrant's 1984 Stock
Option Plan.
(3) Calculated in accordance with Rule 457(h)(1) based on the price at which
outstanding options may be exercised under the Registrant's 1991 Stock
Option Plan.
(4) Calculated in accordance with Rule 457(h)(1) based on the price at which
outstanding options may be exercised under the Registrant's 1996 Stock
Option Plan.
(5) Calculated in accordance with Rule 457(h)(1) based on the average of the
high and low sales prices of the Common Shares as reported on the New York
Stock Exchange on November 12, 1996.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PROSPECTUS
THE MEAD CORPORATION
1984 STOCK OPTION PLAN
1991 STOCK OPTION PLAN
1996 STOCK OPTION PLAN
The Mead Corporation (the "Company") is offering Common Shares,
without par value ("Common Shares"), to permitted transferees of
nonqualified stock options under the Company's 1984 Stock Option Plan (the
"1984 Plan"), the Company's 1991 Stock Option Plan (the "1991 Plan") and the
Company's 1996 Stock Option Plan (the "1996 Plan"). The Company is offering
to permitted transferees 516,664 Common Shares, 1,370,279 Common Shares and
2,180,654 Common Shares issuable upon the exercise of stock options granted
and transferred in accordance with the terms of the 1984 Plan, the 1991 Plan
and the 1996 Plan, respectively (collectively, the "Plans"). The exercise
prices of options outstanding under the Plans on the date of this Prospectus
range from $26.625 to $56.50 per Common Share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN
OR MADE SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY COMMON SHARES IN ANY JURISDICTION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION.
The date of this Prospectus is November 15, 1996.
THE COMPANY AND THE PLANS
General
The Company was incorporated in 1930 under the laws of the State
of Ohio as the outgrowth of a paper manufacturing business founded in 1846,
and has its principal executive offices at Mead World Headquarters,
Courthouse Plaza Northeast, Dayton, Ohio 45463, telephone (937) 495-6323.
The purposes of the Plans are (i) to provide incentives to
officers and other key employees of the Company upon whose judgment,
initiative and efforts the long-term growth and success of the Company are
largely dependent; (ii) to assist the Company in attracting and retaining
key employees of proven ability; and (iii) to increase the identity of
interests of such key employees with those of the Company's shareholders by
providing such employees with options to acquire Common Shares. The purposes
of the 1996 Plan are expanded to cover non-employee directors, as well as
officers and key employees of the Company.
No new options may be granted under the 1984 Plan. The 1991 Plan
and the 1996 Plan authorize in the aggregate the grant of options to acquire
up to 8,000,000 Common Shares and the grant of up to 8,000,000 limited
rights (subject to adjustment in certain circumstances). As of the date of
this Prospectus, options to acquire an aggregate of 4,190,717 Common Shares
and an aggregate of 4,190,717 limited rights remain available for grant
under the 1991 Plan and the 1996 Plan. Common Shares subject to options that
terminate or expire or are cancelled under the 1991 Plan or the 1996 Plan
prior to being fully exercised may again become subject to option under the
respective Plan, and limited rights that terminate or expire or are
cancelled under the 1991 Plan or the 1996 Plan prior to being fully
exercised may again be granted under the respective Plan. Common Shares
issued upon the exercise of options granted under any of the Plans may be
either authorized and unissued shares or treasury shares.
In the event of a change in the Company's outstanding Common
Shares because of a share dividend, recapitalization, merger, consolidation,
split-up, combination or exchange of shares or the like, the number of
Common Shares subject to, and the option price of, each outstanding option
under any of the Plans, the number of limited rights outstanding under any
of the Plans, the fair market value of a Common Share on the date a limited
right is granted, and the like shall be appropriately adjusted by the
Committee (as defined below).
Options and limited rights granted under the Plans are subject to
the terms, conditions and restrictions set forth in the respective Plans and
in the agreements entered into between the Company and each person to whom
options are granted. Copies of the Plans are filed as exhibits to the
Registration Statement of which this Prospectus forms a part.
Grant of Options
Each Plan is administered by the Compensation Committee of the
Board of Directors (the "Committee"), which determines the officers and
other key employees of the Company to whom, and the times at which, options
and limited rights will be granted, as well as the option price, the term of
the option (which may not exceed ten years from the date of grant), and the
number of Common Shares subject to each option. The Committee makes all
determinations necessary or advisable for the administration of the Plan,
and such determinations are conclusive. The Committee also has the authority
under each of the Plans, subject to certain restrictions, to permit the
transfer or assignment of any outstanding option and related limited
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rights, if any, by the option holder or to provide for any restrictions or
limitation on the exercise of options as it deems appropriate.
The 1996 Plan also provides for automatic nonqualified stock
option ("NSO") grants to eligible non-employee directors. Each person who
becomes an eligible director for the first time receives an automatic grant
of NSOs to purchase 300 Common Shares and, thereafter, each eligible
director receives automatic grants of NSOs to purchase a number of shares
determined by a formula set forth in the Plan on each January 3 (beginning
in 1997). Such options will become fully exercisable on the first
anniversary of the date of grant and have a term of ten years.
The 1996 Plan also permits incentive stock options to be granted
with a reload feature. When an option holder exercises an option with this
feature while employed by the Company (the "Original Option"), he or she
will be granted a NSO (the "Reload Option") on the exercise date for a
number of Common Shares equal to the number of Common Shares subject to the
Original Option being exercised less the number of Common Shares that (i)
are retained by the Company in payment of the option price or for purposes
of satisfying tax withholding obligations, or (ii) are otherwise disposed of
by the option holder for purposes of having the proceeds applied to the
option price.
The per share option price for an option granted under any of the
Plans cannot be less than Fair Market Value of a Common Share. For purposes
of the 1984 Plan, Fair Market Value is the highest sale price of a Common
Share on the date of grant, as reported on the New York Stock Exchange --
Composite Transactions Tape. For purposes of the 1991 Plan and 1996 Plan,
Fair Market Value is the average of the highest sale price and lowest sale
price of a Common Share on the date of grant, as so reported.
Transferability of Options
The Committee has permitted all options originally granted under
each of the Plans as NSOs or that have converted from incentive stock
options to NSOs after the date of grant and before the date of the
Committee's action to be transferred for no consideration (except when
required by court order) from the original grantee of the option (the
"Grantee") to (i) a Family Member (as hereinafter defined) of the Grantee,
(ii) a trust for the sole benefit of the Grantee's Family Members, or (iii)
a partnership whose only partners are Family Members of the Grantee. The
Committee action applies to NSOs granted and outstanding under the Plans
prior to the date of this Prospectus and to NSOs hereafter granted under the
Plans. "Family Member" means any of the Grantee's children, stepchildren,
grandchildren, parents, stepparents, grandparents, spouse, siblings
(including half-brothers and sisters), nieces, nephews and in-laws.
A permitted transferee of a NSO ("Transferee") has the same rights
and obligations of the Grantee of the NSO, except that the Transferee can
subsequently transfer the NSO only (i) by designating a beneficiary or
beneficiaries to receive the Transferee's benefits with respect to the NSO
upon the Transferee's death as discussed below, (ii) to a beneficiary of the
trust, if the Transferee is a trust, or (iii) to a partner, if the
Transferee is a partnership.
Upon the death of the Transferee, the options held by such person
under the Plans may be transferred to the person named in a designation of
beneficiary filed by the option holder with the Company or otherwise by will
or the laws of descent and distribution. The estate of the Transferee or the
person to whom a NSO is transferred upon the death of the Transferee (a
"Beneficiary") has the same rights and obligations of the Grantee of the
NSO, except that the NSO
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cannot subsequently be transferred again other than by designation of a
beneficiary, by will or by the laws of descent and distribution upon the
death of the Beneficiary.
Options granted under the Plans cannot be sold, pledged,
hypothecated or, except as set forth above, transferred in any manner.
Exercise of Options
Options granted under the Plans may not be exercised within one
year after the date of grant. Because NSOs transferred to Transferees and
Beneficiaries continue to be governed by the terms of the respective Plan
and the original grant, their exercisability continues to be affected by the
Grantee's employment or director status.
Generally, an option granted to an employee may be exercised after
the option becomes exercisable only if on the date of exercise the Grantee
has been continuously employed by the Company since the date of grant.
However, the Committee may provide that if the Grantee of the option ceases
to be employed for any reason, the option will continue to be exercisable
during its term for such additional period as the Committee may provide. For
all NSOs that were granted prior to the date of this Prospectus, the
Committee has acted to permit the exercise of the option following the
Grantee's termination of employment in the following instances: if the
Grantee's employment ceased due to his or her retirement after reaching age
55, or due to the Grantee's death or disability, the NSO will continue to be
exercisable for the remainder of its term. If, under any of the foregoing
circumstances, the option is not vested at the time the Grantee's employment
terminates, the option will not be exercisable until it is so vested.
A NSO that is granted to a non-employee director pursuant to the
1996 Plan that is not exercisable when the Grantee ceases to be a director
will be cancelled at the time he or she ceases to be a director. If an
option granted to a non-employee director is exercisable when the Grantee
ceases to be a director and the Grantee is at least 70-years-old or had been
a director of the Company for at least ten years at the time he or she
ceases to be a director, the option will remain exercisable for the
remainder of its term. If an option granted to a non-employee director is
exercisable when the Grantee ceases to be a director but the Grantee is not
yet 70-years-old or had not been a director of the Company for at least ten
years at the time he or she ceases to be a director, then such option will
be exercisable for an additional year (or, if shorter, through the option's
term).
In general, Reload Options granted under the 1996 Plan become
exercisable on the third anniversary of the date that the Reload Option was
granted. However, a Reload Option is immediately cancelled in whole or in
part upon any sale, disposition, assignment or transfer by the Grantee of
the Reload Option of any or all of the Common Shares issued upon the
exercise of the Original Option (the "Original Shares") prior to the third
anniversary of the date the Reload Option was granted, unless the agreement
evidencing a Reload Option states otherwise. The portion of the Reload
Option that is so cancelled shall equal the number of Original Shares that
are sold, disposed of, assigned or transferred by the Grantee prior to the
third anniversary of the date the Reload Option was granted, except that the
Reload Option will not be cancelled to the extent that the Original Shares
were used in connection with the exercise by the Grantee of another option
that has a reload feature.
Due to some of the foregoing factors, the Transferee's or
Beneficiary's ability to exercise a NSO is not entirely within his or her
control. For information regarding the terms of a particular stock option
grant or to receive a Stock Option Exercise Form, the Transferee or
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Beneficiary may contact the office of the Secretary, The Mead Corporation,
Courthouse Plaza Northeast, Dayton, Ohio 45463, (937) 495-4076.
An option holder may exercise all or part of an option that is
exercisable by giving written notice of exercise to the Committee or its
designee on a Stock Option Exercise Form obtained from the Company that is
completed in all respects and is signed by the Transferee or the
Beneficiary, as the case may be. The option price must be paid in full at
the time such notice is given. The option price may be paid in cash or with
Common Shares having a Fair Market Value (as defined in the relevant Plan)
equal to the option price, or a combination of Common Shares and cash
together having a Fair Market Value on the date of exercise equal to the
option price. The Common Shares may be either already-owned by the option
holder or withheld from the Common Shares otherwise issuable to the option
holder upon the exercise of the option. In the event that the Grantee
receives a deemed hardship distribution from The Mead Salaried Savings Plan,
the Transferee or Beneficiary, as the case may be, may be restricted from
using cash to pay the option price for NSOs that are exercised within 12
months after the date of the Grantee's deemed hardship distribution.
Upon the exercise of a NSO by a Transferee or Beneficiary, the
Grantee of such NSO is required to satisfy the applicable withholding tax
obligation by paying cash or other property to the Company. If the Grantee
does not satisfy the applicable withholding tax obligation on the exercise
date, the Company will retain from the Common Shares to be issued a number
of Common Shares having a Fair Market Value on the exercise date equal to
the mandatory withholding tax payable by the Grantee. The Company will issue
the certificate for Common Shares to the Transferee or the Beneficiary, as
the case may be, only after the option price has been paid and the
applicable withholding tax has been satisfied.
Limited Rights
The Committee may grant limited rights with respect to any option
(other than the NSOs granted to non-employee directors under the automatic
grant provisions of the 1996 Plan) either at the time the option is granted
or at any time thereafter prior to the exercise, cancellation, termination
or expiration of such option. The number of limited rights covered by any
such grant may equal but not exceed the number of Common Shares covered by
the related option. The term of each limited right is the same as the term
of the option to which it relates. A holder may not exercise a limited right
if and to the extent that the related option is exercised, and the holder
may not exercise an option if and to the extent that a related limited right
is exercised. When a NSO with limited rights is transferred as permitted by
a Plan, then such limited rights automatically will be transferred as well.
A limited right is exercisable only if and to the extent that the
related option is exercisable. However, even if the related option is
exercisable, a limited right is not exercisable during the first six months
after grant. A limited right granted under the 1984 Plan is exercisable only
if the Fair Market Value of a Common Share on the date of exercise exceeds
the option price of a Common Share subject to the related option. Finally, a
limited right that otherwise is exercisable may be exercised only during the
following periods:
(i) during a period of 30 days following the date of expiration of a
tender offer or an exchange offer (other than an offer by the
Company) subject to regulation under Section 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
for Common Shares (a "Tender Offer"), if the offeror acquires
Common Shares pursuant to such Tender Offer;
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(ii) during a period of 30 days following the date of approval by the
shareholders of the Company of a definitive agreement: (x) for
the merger or consolidation of the Company into or with another
corporation, if the Company will not be the surviving Company or
will become a subsidiary of another corporation, unless for
purposes of limited rights granted under the 1991 Plan and the
1996 Plan the voting securities of the Company outstanding
immediately prior to the merger or consolidation continue to
represent at least 80% of the combined voting power of the voting
securities of the Company or the surviving entity immediately
thereafter, or (y) for the sale of all or substantially all of
the assets of the Company (an "Acquisition Transaction");
(iii) during a period of 30 days following: (x) the date upon which
the Company is provided a copy of a Schedule 13D (filed pursuant
to Section 13(d) of the Exchange Act) indicating that any person
or group has become the holder of 20% or more of the outstanding
voting shares of the Company or (y) the date of approval by the
shareholders of the Company of a control share acquisition, as
defined in the Ohio General Corporation Law (a "Change of
Control"); and
(iv) during a period of 30 days following a change in the composition
of the Board such that individuals who were members of the Board
on the date two years prior to such change (or who were elected,
or were nominated for election, by the Company's shareholders
with the affirmative vote of at least two-thirds of the directors
then still in office who were directors at the beginning of such
two-year period) no longer constitute a majority of the Board (a
"Change in Composition of the Board").
Upon the exercise of a limited right and subject to the payment
by the Grantee of the applicable withholding taxes as described below, the
holder of the limited right will receive a cash payment equal to the excess
of: (x) the aggregate "exercise value" on the date of exercise (determined
as provided below) of that number of Common Shares that is equal to the
number of limited rights being exercised over (y) the aggregate exercise
price under the related option of that number of Common Shares that is equal
to the number of limited rights being exercised. A holder may exercise a
limited right by giving written notice of such exercise to the Committee or
its designee.
The "exercise value" of a limited right on the date of exercise
is:
(a) in the case of an exercise during a period described in (i)
above, the highest price per Common Share paid pursuant to any
Tender Offer that is in effect at any time during the 60-day
period prior to the date on which the limited right is exercised;
(b) in the case of an exercise during a period described in (ii)
above, the greater of: (x) the highest sale price of a Common
Share during the 30-day period prior to the date of shareholder
approval of the Acquisition Transaction, as reported on the New
York Stock Exchange -- Composite Transactions Tape, or (y) the
highest fixed or formula per Common Share price payable pursuant
to the Acquisition Transaction (if determinable on the date of
exercise);
(c) in the case of an exercise during a period described in (iii)
above, the greater of: (x) the highest sale price of a Common
Share during the 30-day period prior to the date the Company is
provided with a copy of the Schedule 13D, or the date of
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approval of the control share acquisition, as reported on the New
York Stock Exchange -- Composite Transactions Tape, or (y) the
highest acquisition price of a Common Share shown on such
Schedule 13D or to be paid in such control share acquisition; and
(d) in the case of an exercise during a period described in (iv)
above, the highest sale price of a Common Share during the 30-day
period prior to the date of the Change in Composition of the
Board, as reported on the New York Stock Exchange -- Composite
Transactions Tape.
Any securities or property that form part or all of the
consideration paid for Common Shares pursuant to a Tender Offer or
Acquisition Transaction will be valued at the higher of (1) the valuation
placed on such securities or property by the person making such Tender Offer
or the other party to such Acquisition Transaction, or (2) the value placed
on such securities or property by the Committee.
Upon the exercise of limited rights by a Transferee or
Beneficiary, the Grantee of such limited rights is required to satisfy the
applicable withholding tax obligation by paying cash or other property to
the Company. If the Grantee does not satisfy the applicable withholding tax
obligation on the exercise date, the Company will retain from the cash
payment to be made to the Transferee or Beneficiary, as the case may be, an
amount equal to the mandatory withholding tax payable by the Grantee.
Effects of Certain Changes in Control
The Plans provide that in the event of a Tender Offer, an
Acquisition Transaction, a Change in Control or Change in the Composition of
the Board, all outstanding options will become fully exercisable provided
such date is a least six months after the date the option was granted.
Payment of Cash for Cancellation of Options
The Committee has the authority in it sole discretion to authorize
the payment to the holder of an option (with the consent of such holder), in
exchange for the cancellation of all or a part of such holder's option, of
cash in an amount not to exceed the difference between the aggregate Fair
Market Value on the date of such cancellation of the Common Shares with
respect to which the option is being cancelled and the aggregate option
price of such Common Shares; provided, however, that if the exercisability
of the options granted under the respective Plan has been accelerated, "Fair
Market Value" on the date of such cancellation will be calculated in the
same manner as the "exercise value" of a limited right would be calculated
(whether or not any limited rights are actually outstanding).
Amendment and Termination of the Plans
The Board of Directors from time to time may amend the Plans, or
any provision thereof, in such respects as the Board of Directors may deem
advisable; provided, however, that any such amendment to the 1984 Plan must
be approved by the holders of shares entitling them to exercise a majority
of the voting power of the Company if such amendment would materially
increase the benefits accruing to participants under the 1984 Plan,
materially increase the aggregate number of Common Shares that may be issued
and/or delivered under the 1984 Plan, or materially modify the requirements
as to eligibility for participation in the 1984 Plan, and any such
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amendment to the 1991 Plan or the 1996 Plan must be approved by the
shareholders of the Company if so required by federal or state law or by any
stock exchange upon which Common Shares then may be listed.
The 1984 Plan expired on January 26, 1994, and no new options or
limited rights can be granted thereunder. The Board of Directors may
terminate the 1991 Plan and the 1996 Plan at any time. If not earlier
terminated by the Board of Directors, the 1991 Plan will expire on January
24, 2001 and the 1996 Plan will expire on September 30, 2005.
No amendment to or termination of a Plan may affect adversely any
option or limited right previously granted under such Plan without the
consent of the holder thereof.
Restrictions on Resale
There are no restrictions on the resale of Common Shares received
by a Transferee or Beneficiary upon the exercise of an option granted under
a Plan, unless such person is deemed to be an "affiliate" of the Company. An
affiliate may not dispose of Common Shares received upon the exercise of an
option unless there is an effective registration statement under the
Securities Act of 1933 (the "Securities Act") covering such disposition or
an applicable exemption from such registration is available pursuant to Rule
144 promulgated under the Securities Act or otherwise. For this purpose, a
Transferee or Beneficiary may be considered an affiliate if he or she has
such a relationship with certain officers and directors of the Company, who
themselves are considered to be affiliates of the Company, that the
Transferee or Beneficiary could be deemed to be in control of, or part of a
group that is in control of, or is controlled by, or is under common control
with, the Company.
Shareholder Rights Plan
In November 1996, the Company adopted a Shareholder Rights Plan
pursuant to which one right was granted for each outstanding Common Share.
Such rights also automatically accrue to all Common Shares issued following
the adoption of the Shareholder Rights Plan and prior to November 2006,
including Common Shares issued upon the exercise of options granted under
the Plans. The rights expire in November 2006, and none of the rights
currently are exercisable.
The rights, which become exercisable if a third party acquires 20%
or more of the Common Shares, or if a tender offer that would result in a
third party owning 20% or more of the Common Shares is commenced, entitle
the holder to purchase one Common Share by paying the "exercise price" of
$200. After the rights become exercisable, if a third party acquires 20% or
more of the Common Shares (other than pursuant to certain offers for all
Common Shares), or if a holder of 20% or more of the Common Shares engages
in certain specified "self-dealing" transactions, or if the Board of
Directors determines that any person who owns at least 10% of the Company's
Common Shares is taking certain actions adverse to the best interest of the
Company or is otherwise materially adversely affecting the Company's
business, then the holder of each right (other than a holder of 20% or more
of the Common Shares) may purchase Common Shares worth twice the exercise
price by paying the exercise price. Similarly, if the Company is acquired in
a merger or sells 50% or more of its assets or earning power, the holder of
each right may purchase stock of the acquiring company worth twice the
exercise price. Generally, the Company may redeem each right for $.01 at any
time prior to 10 days after the rights become exercisable.
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Federal Income Tax Consequences
The following discussion is a summary of certain relevant federal
income tax effects applicable to NSOs and limited rights assigned to
Transferees. The discussion related to Transferees is likewise applicable to
Beneficiaries. It is recommended that Transferees and Beneficiaries of NSOs
consult their tax advisers before they exercise any such options and before
they dispose of any Common Shares acquired upon the exercise of any such
options.
At the time a Transferee exercises a NSO, the Grantee of the NSO
will recognize ordinary income for federal income tax purposes in an amount
equal to the excess of the Fair Market Value of the Common Shares purchased
over the option price. Also, under current law, if the Transferee exercises
a NSO after the Grantee's death, any such ordinary income will be recognized
by the Grantee's estate. The Company generally will be entitled to a tax
deduction at such time in the same amount that the Grantee recognizes
ordinary income.
Upon the exercise of a NSO by a Transferee, the Grantee of such
NSO is required to satisfy the applicable withholding tax obligation by
paying cash or other property to the Company. If the Transferee exercises a
NSO after the Grantee's death, no income tax is withheld but the Grantee's
estate is subject to FICA withholding unless the NSO is exercised in the
calendar year after the Grantee's death. As discussed elsewhere in this
Prospectus, if the Grantee fails to satisfy his or her withholding tax
obligations, the Company will retain from the Common Shares otherwise
issuable to the Transferee upon the exercise of the NSO a number of Common
Shares having an aggregate Fair Market Value equal to such withholding tax
obligation.
If the Company retains Common Shares to satisfy the withholding
tax obligation of the Grantee upon the exercise of a NSO, the Internal
Revenue Service might consider such act as a gift by the Transferee to the
Grantee in an amount equal to the Fair Market Value of the shares retained
on the exercise date. The gift by the Transferee, if any, should be eligible
for the annual gift tax exclusion or the application of the unified tax
credit before calculating whether a gift tax is payable by the Transferee.
The tax basis of the Common Shares received by a Transferee upon
the exercise of a NSO equals the option price plus the ordinary income
recognized by the Grantee (i.e., the fair market value of the shares
received on the exercise date). The tax basis of the Common Shares received
is slightly different if the Transferee delivers Common Shares in payment of
all or a portion of the option price. If Common Shares acquired upon
exercise of a NSO later are sold or exchanged by the Transferee, the
difference between the sale price and the tax basis of such Common Shares
generally will be taxable as long-term or short-term capital gain or loss
(if the shares are a capital asset of the Transferee) depending upon whether
the shares have been held for more than one year after such date.
Upon the exercise of limited rights by a Transferee, the amount of
any cash received will be taxable to the Grantee as ordinary income, and the
Company will be entitled to a corresponding deduction.
USE OF PROCEEDS
The Company intends to use the proceeds received from the exercise
of stock options granted under the Plans for general corporate purposes.
-9-
PLAN OF DISTRIBUTION
The Common Shares offered hereby will be issued by the Company in
accordance with the terms of the Plans.
LEGAL MATTERS
The validity of the issuance of the Common Shares being offered
hereby will be passed upon for the Company by David L. Santez, Assistant
Secretary and Associate General Counsel of the Company. Mr. Santez holds
options to purchase 6,000 Common Shares and has a beneficial interest in
approximately 700 Common Shares acquired by The Mead Salaried Savings Plan
through October 31, 1996.
EXPERTS
The balance sheets of the Company and its consolidated
subsidiaries as of December 31, 1995 and 1994, and the related statements of
earnings, shareowners' equity and cash flows for each of the three years in
the period ended December 31, 1995, which are incorporated herein by
reference, have been audited by Deloitte & Touche llp, independent auditors,
whose report thereon is incorporated herein, and are included in reliance
upon the report of such firm and upon the authority of such firm as experts
in accounting and auditing.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement under the Securities Act with
respect to the Common Shares offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information with respect to the
Company and the Common Shares offered hereby, reference is hereby made to
such Registration Statement, including the exhibits filed as a part thereof.
The Company is subject to the information requirements of the
Exchange Act and in accordance therewith files reports, proxy statements and
other information with the Commission. Such reports, proxy statements and
other information can be inspected and copied at the offices of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549; and at the Commission's Regional Offices at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661; and 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
The Commission maintains a web site (http://www.sec.gov.) that contains
publicly available reports, proxy and information statements and other
information regarding the Company and other registrants that file
electronically with the Commission through the Electronic Data Gathering,
Analysis and Retrieval system. Such reports and other information concerning
the Company also can be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York; the Midwest Stock
Exchange, 440 South LaSalle Street, Chicago, Illinois; and the Pacific Stock
Exchange, Inc., 301 Pine Street, San Francisco, California.
-10-
INFORMATION INCORPORATED BY REFERENCE
The following documents filed with the Commission are incorporated
herein by reference as of their respective dates of filing:
(a) The Annual Report of The Mead Corporation on Form 10-K for
the year ended December 31, 1995, filed pursuant to Section 13 of the
Exchange Act;
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1995; and
(c) The description of the Company's Common Shares and the
related Rights contained in the Registration Statements filed pursuant
to Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing
of a post-effective amendment that indicates that all Common Shares offered
hereunder have been sold or that deregisters all shares then remaining
unsold hereunder shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents.
The Company will provide without charge to each person to whom
this Prospectus is delivered, on the request of such person, a copy of any
or all of the foregoing documents incorporated herein by reference, other
than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into the documents that this Prospectus
incorporates). Written or telephone requests should be directed to David L.
Santez, Assistant Secretary and Associate General Counsel, The Mead
Corporation, Courthouse Plaza Northeast, Dayton, Ohio 45463, (937) 495-4076.
-11-
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemized statement of the amount of all
expenses incurred by the Registrant in connection with the issuance and
distribution of the Common Shares registered hereunder.
SEC Registration Fee.......... $62,538.16
Legal Fees and Expenses....... 5,000.00
Accounting Fees and Expenses.. 5,000.00
Miscellaneous................. 2,000.00
Total.................... $74,538.16
All fees listed above other than the SEC Registration Fee are estimates.
Item 15. Indemnification of Directors and Officers.
Section 2 of Article V of the Regulations of the Registrant
provides for the indemnification by the Registrant of its officers,
directors, employees and others against certain liabilities and expenses.
Such provision provides different treatment for (i) cases other than those
involving actions or suits by or in the right of the Registrant and (ii)
cases involving actions or suits by or in the right of the Registrant. In
the first category, the Registrant indemnifies each director, officer,
employee and agent of the Registrant and each person who services another
organization at the request of the Registrant, against expenses, including
attorneys' fees, judgments, decrees, fines, penalties and amounts paid in
settlement actually and reasonably incurred by such person in connection
with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the
fact that such person is or was in such position or so serving, if such
person acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Registrant, and with respect to any
matter the subject of a criminal action, suit or proceeding, if such person
had no reasonable cause to believe that such person's conduct was unlawful.
In the second category, the Registrant indemnifies each director, officer,
employee and agent of the Registrant and each person who serves another
organization at the request of the Registrant, against expenses, including
attorneys' fees, actually and reasonably incurred by such person in
connection with the defense or settlement of any threatened, pending or
completed action or suit by or in the right of the Registrant to procure a
judgment in its favor, by reason of the fact that such person is or was in
such position or so serving, if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Registrant, except that no indemnification shall be made in
respect of any matter as to which such person has been adjudged to be liable
for negligence or misconduct in the performance of such person's duty to the
Registrant unless and only to the extent that a court of common pleas, or
the court in which such action or suit was brought, determines that, despite
the adjudication of liability, but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses. Any such indemnification, unless ordered by a court, may be made
by the Registrant only as authorized in the specific case upon a
determination that indemnification of such person is proper in the
circumstances because such person has met the applicable standard of
conduct. Such determination must be made (a) by a majority vote of a quorum
consisting of directors of the Registrant who were not and are not parties
to or threatened with any such action, suit or proceeding, or (b) if such a
quorum is not obtainable or if a majority vote of a quorum of disinterested
directors so directs, in a written opinion by independent legal counsel
other than an attorney, or a firm having
II-1
associated with it an attorney, who has been retained by or who has
performed services for the Registrant or the person to be indemnified in the
last five years, or (c) by the shareholders, or (d) by the Court of Common
Pleas or the court in which such action, suit or proceeding was brought.
Any determination made by the disinterested directors or by independent
legal counsel must be promptly communicated to the person who threatened or
brought an action or suit by or in the right of the Registrant and such
person may, within ten days, petition an appropriate court to review the
reasonableness of such determination.
To the extent that a person covered by the indemnification
provisions of the Regulations has been successful on the merits or otherwise
in defense of any action referred to above, indemnification of such person
against expenses is mandatory.
The Regulations also provide that expenses, including attorneys'
fees, amounts paid in settlement, and (except in the case of any action by
or in the right of the Registrant) judgments, decrees, fines and penalties
incurred in connection with any potential, threatened, pending or completed
action or suit by any person by reason of the fact that he is or was a
director, officer, employee or agent of the Registrant or is or was serving
another organization at the request of the Registrant may be paid or
reimbursed by the Registrant, as authorized by the Board of Directors upon a
determination that such payment or reimbursement is in the best interests of
the Registrant.
The Regulations also provide that, with certain limited
exceptions, a director will be liable in damages for any action he takes or
fails to take as a director only if it is proved by clear and convincing
evidence that such action or failure to act involved an act or omission
undertaken with deliberate intent to cause injury to the Registrant or
undertaken with reckless disregard for the best interests of the Registrant.
The Regulations also provide that, with certain limited exceptions, expenses
incurred by a director in defending an action must be paid by the Registrant
as they are incurred in advance of the final disposition, if the director
agrees (i) to repay such advances if it is proved by clear and convincing
evidence that his action or failure to act involved an act or omission
undertaken with deliberate intent to cause injury to the Registrant or
undertaken with reckless disregard for the Registrant's best interests and
(ii) to reasonably cooperate with the Registrant concerning the action.
The Registrant has entered into indemnification agreements with
its directors. The agreements provide that the Registrant will promptly
indemnify each director to the fullest extent permitted by applicable law
and that the Registrant will advance expenses under the circumstances
permitted by Ohio law. The agreements also provide that the Registrant is
to take certain actions upon the occurrence of certain events that represent
a change in control of the Registrant, including establishment of a $10
million escrow account as security for certain of the Registrant's
indemnification obligations. While not requiring the maintenance of
directors' and officers' liability insurance, the indemnification agreements
do require that the directors be provided with the maximum coverage if such
insurance is maintained and that, in the event of any reduction in, or
cancellation of, present directors' and officers' liability insurance
coverage, the Registrant will stand as self-insurer with respect to the
coverage not retained and will indemnify the directors against any loss
resulting from any reduction in, or cancellation of, such insurance
coverage. The agreements also provide that the Registrant may not bring any
action against a director more than two years (or such shorter period as may
be applicable under the law) after the date a cause of action accrues.
The Registrant purchased, effective for a period from August 1,
1996 through August 1, 1997, an insurance policy under which, subject to the
limitations described below, the insurer performs for the Registrant its
obligation of indemnifying officers and directors. The
II-2
insurer is obligated, subject to such limitations, to pay on behalf of the
Registrant amounts in excess of $500,000 to which any director or officer of
the Registrant shall be entitled by reason of his right to indemnification
by the Registrant, provided that such right to indemnification arises in
connection with the defense of any action, suit or proceeding to which such
director or officer may be a party or with which such director or officer
may be threatened during the one-year period covered by this policy. The
policy does not, of course, cover any matter that is uninsurable under law.
Such $500,000 deduction applies in respect of each properly established
claim to indemnification. If more than one claim to indemnification arises
out of the same act or interrelated acts, such claims to indemnification
will be treated as one and only one retention of $500,000 shall be applied.
The maximum liability of the insurer is $25,000,000. Effective August 1,
1996, the Registrant purchased excess policies providing additional annual
limits of $75,000,000 through August 1, 1997.
In conjunction with the above described insurance, the Registrant
maintains insurance designed to protect the individual director or officer
against specified expenses and liabilities, including those arising out of
negligence in the performance of duty, with respect to which the Registrant
does not provide indemnification. The individual policies contain the same
maximum liability provisions as described hereinbefore with no deductibles.
Item 16. Exhibits.
See Exhibit Index following the signature pages to this
Registration Statement.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement,
provided, however, that paragraph (1)(i) and (1)(ii) above do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
II-3
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dayton, State of Ohio, on November
9, 1996.
THE MEAD CORPORATION
By /s/ Steven C. Mason
----------------------------
Steven C. Mason
Chairman of the Board and
Chief Executive Officer
II-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William R. Graber, Thomas E. Palmer
and Jerome F. Tatar, and each of them, his or her true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any
of them or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: November 9 , 1996 By /s/ Steven C. Mason
---------------------- ---------------------------------
Steven C. Mason
Director, Chairman of the Board
and Chief Executive Officer
(principal executive officer)
Date: November 9 , 1996 By /s/ William R. Graber
---------------------- ---------------------------------
William R. Graber
Vice President and Chief Financial
Officer (principal financial
officer)
Date: November 9 , 1996 By /s/ Gregory T. Geswein
---------------------- ---------------------------------
Gregory T. Geswein
Controller (principal accounting
officer)
Date: November 9 , 1996 By /s/ John C. Bogle
---------------------- ---------------------------------
John C. Bogle
Director
Date: November 9 , 1996 By /s/ John G. Breen
---------------------- ---------------------------------
John G. Breen
Director
II-5
Date: November 9 , 1996 By /s/ William E. Hoglund
---------------------- ---------------------------------
William E. Hoglund
Director
Date: November 9 , 1996 By /s/ James G. Kaiser
---------------------- ---------------------------------
James G. Kaiser
Director
Date: November 9 , 1996 By /s/ John A. Krol
---------------------- ---------------------------------
John A. Krol
Director
Date: , 1996 By
---------------------- ---------------------------------
Susan J. Kropf
Director
Date: November 9 , 1996 By /s/ Charles S. Mechem, Jr.
---------------------- --------------------------------
Charles S. Mechem, Jr.
Director
Date: November 9 , 1996 By /s/ Paul F. Miller, Jr.
---------------------- ---------------------------------
Paul F. Miller, Jr.
Director
Date: November 9 , 1996 By /s/ Thomas B. Stanley, Jr.
---------------------- ---------------------------------
Thomas B. Stanley, Jr.
Director
Date: November 9 , 1996 By /s/ Lee J. Styslinger, Jr.
---------------------- ---------------------------------
Lee J. Styslinger, Jr.
Director
Date: November 9 , 1996 By /s/ Jerome F. Tatar
---------------------- ---------------------------------
Jerome F. Tatar
Director
II-6
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.1 Amended Articles of Incorporation of the Registrant adopted May 28,
1987..................................................................... 1
4.2 Regulations of the Registrant, as amended April 25, 1996, were filed
as Exhibit 3(ii) to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996......................................... 2
4.3 Rights Agreement dated as of November 9, 1996 between the
Registrant and The First National Bank of Boston, as Rights Agent,
was filed as Exhibit 1 to the Registrant's Current Report on Form
8-K dated November 9, 1996............................................... 2
5 Opinion of Associate General Counsel of the Registrant................... 1
23.1 Consent of Associate General Counsel of the Registrant (contained in
Opinion filed as Exhibit 5).............................................. 1
23.2 Consent of Deloitte & Touche llp......................................... 1
24 Powers of Attorney (contained in the signature pages following Part II
of this Registration Statement).......................................... 1
99.1 The Mead Corporation 1984 Stock Option Plan, as amended through
November 9, 1996......................................................... 1
99.2 The Mead Corporation 1991 Stock Option Plan, as amended through
November 9, 1996......................................................... 1
99.3 The Mead Corporation 1996 Stock Option Plan, as amended through
November 9, 1996......................................................... 1
- -----------------------
1 - Filed herewith
2 - Incorporated by Reference