SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 4
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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 45463
Courthouse Plaza Northeast (Zip Code)
Dayton, Ohio
(Address of principal executive
offices)
If this form relates to the If this form relates to the
registration of a class of the registration of a class
securities pursuant to Section of securities pursuant to
12(b) of the Exchange Act and Section 12(g) of the Exchange
is effective pursuant to Act and is effective pursuant to
General Instruction A.(c), General Instruction A.(d), please
please check the following check the following box. |_|
box. |X|
Securities Act registration statement file number to which this form
relates: ____________________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
registered each class registered
Common Share Purchase Rights New York Stock Exchange, Inc.
Pacific Exchange, Inc.
Chicago Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Each Class)
This Registration Statement on Form 8-A/A amends the Registration
Statement on Form 8-A filed with the Securities and Exchange Commission by
The Mead Corporation (the "Company") on November 13, 1996 and amended by
the Company on November 3, 1997, December 15, 1999 and March 6, 2000, as
follows:
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
The Mead Corporation (the "Company") and Fleet National Bank (the
"Rights Agent") entered into Amendment No. 3 to Rights Agreement, dated as
of August 29, 2001 (the "Amendment to Rights Agreement"), amending the
Rights Agreement (the "Rights Agreement") between the Company and the
Rights Agent, dated as of November 9, 1996 and amended as of December 7,
1999 and February 16, 2000, in order to, among other things, (i) amend
Section 1(a) of the Rights Agreement to provide that none of Westvaco
Corporation, MW Holding Corporation, Michael Merger Sub Corporation,
William Merger Sub Corporation or any of their respective Affiliates (as
defined in the Rights Agreement) will become an Acquiring Person (as
defined in the Rights Agreement) as a result of the execution of the
Agreement and Plan of Merger, dated as of August 28, 2001 and as may be
amended from time to time, by and among MW Holding Corporation, Michael
Merger Sub Corporation, William Merger Sub Corporation, the Company and
Westvaco Corporation or consummation of the transactions contemplated
thereby and (ii) amend Section 7(a) of the Rights Agreement to delete the
words following the words "(the "Final Expiration Date")," and replace such
deleted words with the following: "(ii) the time at which the Rights are
redeemed as provided in Section 23 hereof, or (iii) the Effective Time of
the Merger (the earlier of (i), (ii) or (iii) being herein referred to as
the "Expiration Date"). For purposes of clause (iii) above, "Effective Time
of the Merger" shall mean such time as a certificate of merger (the "Merger
Certificate") is duly filed with the Secretary of State of Ohio pursuant to
Section 1.4 of the Merger Agreement or at such later effective time as is
specified in the Merger Certificate."
A copy of the Amendment to Rights Agreement is attached hereto as
Exhibit 5 and is incorporated herein by reference. The foregoing
description of the Amendment to Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the Amendment to
Rights Agreement.
ITEM 2. EXHIBITS
1. Rights Agreement, dated as of November 9, 1996, between
The Mead Corporation and Fleet National Bank (formerly
known as BankBoston, N.A., formerly The First National
Bank of Boston) (the "Rights Agent"), as Rights Agent,
including the form of Rights Certificate as Exhibit A and
the Summary of Rights to Purchase Common Shares as Exhibit
B. (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
the Rights Agent. (Incorporated by reference
to Exhibit 3 to the Company's Registration Statement on
Form 8-A/A, Amendment No. 2, dated December 15, 1999.)
4. Amendment No. 2 to the Rights Agreement, dated as of
February 16, 2000, between The Mead Corporation and
the Rights Agent. (Incorporated by reference to
Exhibit 4 to the Company's Registration Statement on Form
8-A/A, Amendment No. 3, dated March 6, 2000.)
5. Amendment No. 3 to Rights Agreement, dated as of August
29, 2001, between The Mead Corporation and the Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated as of: October 19, 2001
THE MEAD CORPORATION
By: /s/ Sue K. McDonnell
-------------------------------
Name: Sue K. McDonnell
Title: Vice President,
General Counsel and Secretary
INDEX OF EXHIBITS
Exhibit No. Description
1. Rights Agreement, dated as of November 9, 1996, between
The Mead Corporation and Fleet National Bank (formerly
known as BankBoston, N.A., formerly The First National
Bank of Boston) (the "Rights Agent"), as Rights Agent,
including the form of Rights Certificate as Exhibit A and
the Summary of Rights to Purchase Common Shares as Exhibit
B. (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
the Rights Agent. (Incorporated by reference
to Exhibit 3 to the Company's Registration Statement on
Form 8-A/A, Amendment No. 2, dated December 15, 1999.)
4. Amendment No. 2 to the Rights Agreement, dated as of
February 16, 2000, between The Mead Corporation and
the Rights Agent. (Incorporated by reference to
Exhibit 4 to the Company's Registration Statement on Form
8-A/A, Amendment No. 3, dated March 6, 2000.)
5. Amendment No. 3 to Rights Agreement, dated as of August
29, 2001, between The Mead Corporation and the Rights Agent.
Exhibit No. 5
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
Amendment No. 3, dated as of August 29, 2001 ("Amendment No. 3"),
between The Mead Corporation, an Ohio corporation (the "Company"), and
Fleet National Bank (formerly known as BankBoston, N.A. formerly The First
National Bank of Boston), a national banking association organized under
the laws of the United States, as rights agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement on November 9, 1996, Amendment No. 1 thereto on December 7, 1999
and Amendment No. 2 thereto on February 16, 2000 (collectively, the "Rights
Agreement");
WHEREAS, there is not as of the date hereof any Acquiring Person
(as defined in the Rights Agreement); and
WHEREAS, the Company desires to amend the Rights Agreement in
accordance with Section 26 thereof.
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment No. 3, the
parties hereby agree as follows:
Section 1. Amendment of Definition of "Acquiring Person." Section
1(a) of the Rights Agreement is amended to add the following sentence after
the last sentence thereof: "Notwithstanding the foregoing, neither
Westvaco Corporation ("Westvaco"), MW Holding Corporation ("Parent"),
Michael Merger Sub Corporation ("Michael Merger Sub"), William Merger Sub
Corporation ("William Merger Sub") nor any of their respective Affiliates
shall become an Acquiring Person as a result of the execution of the
Agreement and Plan of Merger, dated as of August 28, 2001, by and among
Parent, Michael Merger Sub, William Merger Sub, the Company and Westvaco
(as the same may be amended from time to time, the "Merger Agreement") or
consummation of the transactions contemplated thereby pursuant to the terms
of the Merger Agreement."
Section 2. Amendment to Section 2. Section 2 of the Rights
Agreement is amended to add the following phrase and sentence after the
word "desirable": ", 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 to Section 7(a). Section 7(a) of the Rights
Agreement is amended by deleting the words following the words "(the "Final
Expiration Date"), "and replacing such deleted words with the following
"(ii) the time at which the Rights are redeemed as provided in Section 23
hereof, or (iii) the Effective Time of the Merger (the earlier of (i), (ii)
or (iii) being herein referred to as the "Expiration Date"). For purposes
of clause (iii) above, "Effective Time of the Merger" shall mean such time
as a certificate of merger (the "Merger Certificate") is duly filed with
the Secretary of State of Ohio pursuant to Section 1.4 of the Merger
Agreement or at such later effective time as is specified in the Merger
Certificate."
Section 4. Amendment to Section 18(a). Section 18(a) is amended by
adding the word "gross" between the words "without" and "negligence" in
the second sentence.
Section 5. Amendment to Section 19(c). Section 19(c) is amended by
adding the word "gross" between the words "own" and "negligence".
Section 6. Rights Agreement as Amended. The term "Agreement" or
"Rights Agreement" as used in the Rights Agreement shall be deemed to refer
to the Rights Agreement as amended hereby. The foregoing amendments shall
be effective as of the date hereof and, except as set forth herein, the
Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
Section 7. Counterparts. This Amendment may be executed in any
number of counterparts, and each of such counterparts shall for all
purposes be deemed an original, but all such counterparts shall together
constitute but one and the same instrument.
Section 8. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Ohio and for all purposes
shall be governed by and construed in accordance with the laws of such
State applicable to contracts made and to be performed entirely within such
State.
Section 9. Descriptive Headings. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 3 to be duly executed as of the day and year first above written.
THE MEAD CORPORATION
By: /s/ PETER H. VOGEL, JR.
-----------------------
Name: Peter H. Vogel, Jr.
Title: Vice President, Finance and
Treasurer
FLEET NATIONAL BANK
as Rights Agent
By: /s/ MARGARET PRENTICE
---------------------
Name: Margaret Prentice
Title: Managing Director