SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (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 or Organization) (IRS Employer
Identification No.)
Mead World Headquarters,
Courthouse Plaza Northeast
Dayton, Ohio 45463
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
------------------- ----------------------
Common Share Purchase New York Stock Exchange
Rights Pacific Stock Exchange
Chicago Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Securities To Be Registered.
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. Each Right entitles the registered
holder to purchase from the Company one Common Share 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, as Rights Agent.
Initially, the Rights will be attached to the
certificates representing outstanding Common Shares, and no
separate certificates evidencing the Rights (the "Rights
Certificates") will be 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%) 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 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 changed 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 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 a price of $0.01 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 (i) at any
time subsequent to the Board of Directors' determination
that any Person is an Adverse Person or (ii) for a period of
180 days following a change in the majority of the Board of
Directors of the Company resulting from a proxy contest or
consent solicitation.
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 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.
The form of Rights Agreement between the Company
and the Rights Agent specifying the terms of the Rights,
which includes as Exhibit A the form of Rights Certificate,
is attached hereto as Exhibit 1 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 1. Exhibits.
Exhibit No. Exhibit
1 Form of Rights Agreement, dated as of
November 9, 1996, between The Mead
Corporation and The First National Bank
of Boston, as Rights Agent, which
includes as Exhibit A thereto the Form
of Rights Certificate. Pursuant to the
Rights Agreement, 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.
SIGNATURE
Pursuant to be requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
THE MEAD CORPORATION
Date: November 13, 1996 /s/ William R. Grayber
Name: William R. Grayber
Title: Vice President and
Chief Financial
Officer
EXHIBIT INDEX
Exhibit Description Page
1 Form of Rights Agreement, dated 9
as of November 9, 1996, between
The Mead Corporation and The
First National Bank of Boston,
as Rights Agent, which includes
as Exhibit A thereto the Form of
Rights Certificate. Pursuant to
the Rights Agreement, Rights
Certificates will not be mailed
until after the earlier of (i)
the tenth day after the Share
Acquisition Date or (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.