SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 1, 1996
The Mead Corporation
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(Exact Name of Registrant as Specified in its Charter)
Ohio 1-2267 31-0535759
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
Mead World Headquarters
Courthouse Plaza Northeast
Dayton, Ohio 45463
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code(937) 495-6323
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On November 1, 1996, Mead Oxford
Corporation ("Mead Oxford"), a Delaware corporation and a
wholly owned subsidiary of The Mead Corporation, an Ohio
corporation (the "Registrant"), acquired (the
"Acquisition") from Boise Cascade Corporation, a Delaware
corporation ("Boise Cascade"), substantially all of the
operating assets of Oxford Paper Company, a Delaware
corporation and a wholly owned subsidiary of Boise
Cascade ("Oxford"), for an aggregate purchase price of
approximately $637 million, subject to certain closing
and post-closing adjustments (the "Purchase Price"). The
Acquisition was consummated pursuant to the Acquisition
Agreement, dated September 28, 1996 (the "Acquisition
Agreement"), among the Registrant, Mead Oxford, Boise
Cascade and Oxford. The assets acquired consist of an
integrated coated paper mill located in Rumford, Maine
(the "Rumford Mill"), approximately 667,000 acres of
timberlands in the states of Maine, Vermont and New
Hampshire owned by Boise Cascade or Oxford and certain
related assets, including Boise Cascade's interest in
Rumford Cogeneration Company Limited Partnership, a Maine
Limited Partnership that operates a cogeneration facility
adjacent to the Rumford Mill (collectively, the
"Assets").
The terms of the Acquisition Agreement were the
result of arm's-length negotiations between the
Registrant and Boise Cascade. The source of funds to
finance the Acquisition was available cash and short-term
debt.
(b) Boise Cascade primarily manufactured
coated paper, high-value specialty grade paper and some
commodity grade paper at the Rumford Mill. The
Registrant intends to continue such use.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) Financial Statements of the Businesses
Acquired. The Registrant believes that it is impractical
to provide the financial statements for the acquired
business on the date of this filing, and the Registrant
will, if required, file such financial information when
available but not later than 60 days after the date on
which this Current Report on Form 8-K must be filed.
(b) Pro Forma Financial Information. The
Registrant believes that it is impractical to provide pro
forma financial information reflecting the Registrant's
acquisitions on the date of this filing, and the
Registrant will, if required, file such financial
information when available but not later than 60 days
after the date on which this Current Report on Form 8-K
must be filed.
(c) Exhibits
2. Acquisition Agreement, dated September 28,
1996, by and among Boise Cascade
Corporation, Oxford Paper Company, Mead
Oxford Corporation and The Mead
Corporation. The Registrant agrees to
furnish supplementally to the Commission a
copy of any omitted schedule upon request.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: November 5, 1996
THE MEAD CORPORATION
By: /s/ W.R. Graber
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Name: W.R. Graber
Title: Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
No. Description Page
2. Acquisition Agreement, dated September 6
28, 1996, by and among Boise Cascade
Corporation, Oxford Paper Company, Mead
Oxford Corporation and The Mead Corpora-
tion. The Registrant agrees to furnish
supplementally to the Commission a copy
of any omitted schedule upon request.