REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE MEAD CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio 31-0535759
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
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, Esq.
Assistant Secretary
The Mead Corporation
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)
Copy to:
Vincent J. Pisano, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Robert W. Reeder, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Approximate date of proposed sale to the public: From time to time
after the effective date of this Registration Statement as determined in
light of market conditions and other factors.
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, PLEASE 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:
Proposed
Maximum Amount of
Title of each Class Amount to Aggregate Proposed Maximum Registra-
of Securities Be Price Aggregate tion
to be Registered Registered Per Unit(2) Offering Price(3) Fee
Debt Securities $550,000,000(1) 100% $550,000,000 $166,667
(1) If any Debt Securities are issued (i) with a principal amount denomi-
nated in a foreign currency or currency units, such principal amount as
shall result in an aggregate initial offering price that is the equiva-
lent of $550,000,000 at the time of initial offering, or (ii) at an
original issue discount, such greater principal amount as shall result
in an aggregate initial offering price of $550,000,000.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Pursuant to Rule 429, this Registration Statement also relates to an
aggregate of $300,000,000 principal amount of debt securities included
in Registration Statement Nos. 33-51337 and 33-43994 as to which a
filing fee of $100,216 previously has been paid.
---------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGIS-
TRANT 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 THE REGISTRATION STATE-
MENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT
TO SAID SECTION 8(A), MAY DETERMINE.
STATEMENT PURSUANT TO RULE 429
The prospectus contained in this Registration Statement is a combined
prospectus which also covers $300,000,000 aggregate principal amount of Debt
Securities previously registered under Registration Statements Nos. 33-51337
and 33-43994 and not issued. In the event any such previously registered
debt securities are offered prior to the effective date of this Registration
Statement, they will not be included in the prospectus contained in this
Registration Statement.
[FLAG]
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
SUBJECT TO COMPLETION-DATED NOVEMBER 14, 1996
$850,000,000
THE MEAD CORPORATION
DEBT SECURITIES
--------------------
The Mead Corporation (the "Company") may from time to time
offer up to $850,000,000 aggregate initial offering price (or the
foreign currency equivalent thereof) of its unsecured debentures,
notes or other evidences of indebtedness ("Securities"). The
Securities may be offered as separate series in amounts, at
prices and on terms to be determined at the time of sale and to
be set forth in supplements to this Prospectus. The accompanying
prospectus supplement or supplements (each, a "Prospectus Supple-
ment") set forth specifically with regard to the series of these
Securities with respect to which this Prospectus is being deliv-
ered: (i) the aggregate principal amount of Securities offered;
(ii) the rate and time of payment of interest, if any, (iii)
authorized denominations; (iv) the maturity; (v) the public
offering price; (vi) any terms for redemption at the option of
the Company or the holder; (vii) any currency or composite
currency, if other than United States dollars, in which the
Securities are denominated or in which interest thereon is
payable; (viii) whether the Securities being offered will be
issued in registered form without coupons, in bearer form with
coupons attached or in the form of one or more global securities;
(ix) any index used to determine the amounts of payments of
principal and any premium or interest; (x) the underwriter,
underwriters or agents, if any, for the Securities being offered,
the principal amounts, if any, to be purchased by the underwrit-
er, underwriters or agents, their compensation and the resulting
net proceeds to the Company; (xi) the designation of the Trustee
acting under the applicable Indenture; and (xii) any other terms
in connection with the offering and sale of the Securities.
The Company may sell Securities to or through underwriters,
and also may sell Securities directly to other purchasers or
through agents. See "Plan of Distribution."
----------------------
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.
----------------------
The date of this Prospectus is , 1996.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR
INCORPORATED BY REFERENCE IN ANY PROSPECTUS SUPPLEMENT OR THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTA-
TIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER
THIS PROSPECTUS NOR THE ACCOMPANYING PROSPECTUS SUPPLEMENT
CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITA-
TION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
THE ACCOMPANYING PROSPECTUS SUPPLEMENT, NOR ANY SALE HEREUNDER OR
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATES THEREOF.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission (the "Commission") Registration Statements under the
Securities Act of 1933, as amended (the "1933 Act"), with respect
to the Securities offered hereby. This Prospectus does not
contain all the information set forth in the Registration State-
ments, 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 Securities offered hereby,
reference is hereby made to such Registration Statements, includ-
ing the exhibits filed as part thereof.
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy and
information statements and other information with the Commission.
The Registration Statements (with exhibits) as well as such
reports, proxy and information 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 7 World
Trade Center, 13th Floor, New York, New York 10048; and North-
western Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. 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 also maintains a Web site at
http://www.sec.gov that contains reports, proxy statements and
other information. The Company's common stock is listed on the
New York Stock Exchange, the Chicago Stock Exchange and the
Pacific Stock Exchange. Such reports, proxy and information
statements and other information concerning the Company also may
be inspected at the offices of the New York Stock Exchange, Inc.,
20 Broad Street, New York, New York 10005; the Chicago Stock
Exchange, 440 South LaSalle Street, Chicago, Illinois; and the
Pacific Stock Exchange, Inc., 301 Pine Street, San Francisco,
California.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K with respect to the
Company's fiscal year ended December 31, 1995, as amended, the
Company's Quarterly Reports on Form 10-Q with respect to the
quarterly periods ended March 31, 1996, June 30, 1996 and Septem-
ber 29, 1996 and the Company's Current Reports on Form 8-K filed
October 11, 1996, November 5, 1996 and November 13, 1996, each as
filed pursuant to Section 13 or 15(d) of the Exchange Act, are
incorporated herein by reference. All documents filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date hereof and prior to the termination
of the offering of the Securities shall be deemed to be incorpo-
rated by reference herein and to be a part hereof from the date
of filing of such documents.
Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS
DELIVERED, ON THE WRITTEN OR ORAL 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 HEREIN).
WRITTEN OR TELEPHONE REQUESTS SHOULD BE DIRECTED TO DAVID L.
SANTEZ, ASSISTANT SECRETARY, THE MEAD CORPORATION, COURTHOUSE
PLAZA NORTHEAST, DAYTON, OHIO 45463, (937) 495-6323.
THE COMPANY
The Company manufactures and sells paper, pulp, paperboard,
lumber and other wood products. The Company also manufactures
and distributes school and office supplies, distributes paper and
other industrial supplies.
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. Except as otherwise indicated
by the context, the terms "Company" or "Mead" as used herein
refer to The Mead Corporation and its subsidiaries.
USE OF PROCEEDS
Except as otherwise set forth in a Prospectus Supplement,
the net proceeds to be received by the Company from the sale of
the Securities will be added to working capital and will be
available for general corporate purposes, which may include
repayment of indebtedness. Pending such application, a
portion of the net proceeds may be invested in marketable securities.
DESCRIPTION OF SECURITIES
The Securities offered hereby will be issued under one or
more separate indentures entered into, or to be entered into,
between the Company and a trustee to be selected by the Company,
which shall be any of Bankers Trust Company, The First National
Bank of Chicago or such other trustee designated by the Company
and set forth in the appropriate Prospectus Supplement. The
Company has issued $411,000,000 aggregate principal amount of
Securities (of which $86,000,000 aggregate principal amount is
outstanding as of the date of this Prospectus) under an Inden-
ture, dated as of July 15, 1982, as amended and supplemented,
between the Company and Bankers Trust Company, and may issue
additional Securities under such indenture in the future. The
Company has issued $300,000,000 aggregate principal amount of
Securities (all of which are outstanding as of the date of this
Prospectus) under an Indenture dated as of February 1, 1993
between the Company and The First National Bank of Chicago, and
may issue additional Securities under such indenture in the
future. Each of the indentures referred to above has substan-
tially identical terms and is referred to herein as the "Inden-
ture," and each of Bankers Trust Company, The First National Bank
of Chicago and any other trustee designated by the Company is
referred to herein as the "Trustee." The Trustee selected for a
particular series of Securities will be set forth in the appro-
priate Prospectus Supplement.
The Securities will be issued in registered form without
coupons ("Registered Securities"), in bearer form with coupons
attached ("Bearer Securities") or in the form of one or more
temporary or permanent global securities ("Global Securities").
The Securities will be direct obligations of the Company, but
will not be secured by any mortgage, pledge or other lien.
Except as otherwise indicated herein, all references in this
section to the "Company" refer only to The Mead Corporation and
not to its subsidiaries.
The Indenture provides that additional series of notes,
debentures or other evidences of indebtedness may be issued
thereunder without limitation as to aggregate principal amount.
GENERAL
Reference is made to the Prospectus Supplement for the
following terms of the series of the Securities being offered
thereby: (i) the aggregate principal amount of Securities of-
fered; (ii) the rate, time and place of payment of interest, if
any; (iii) authorized denominations; (iv) the maturity; (v) the
public offering price; (vi) any currency or composite currency,
if other than United States dollars, in which the Securities are
denominated or in which principal, interest and premium, if any,
thereon is payable; (vii) whether the Securities will be issued
as Registered Securities, Bearer Securities or both; (viii)
whether such Securities are to be issued in whole or in part in
the form of one or more Global Securities, and, if so, the
identity of the Depositary for such Global Securities; (ix) if a
temporary Global Security is to be issued with respect to Securi-
ties issuable as Bearer Securities, whether any interest thereon
payable on an interest payment date prior to the issuance of
definitive Bearer Securities will be paid to any clearing associ-
ation holding such Global Security and the terms and conditions
upon which such interest will be credited to the accounts of the
persons entitled thereto on such interest payment date, if other
than as specified herein; (x) if a temporary Global Security is
to be issued with respect to Securities issuable as Bearer
Securities, the terms upon which interests in any temporary
Global Security may be exchanged for interests in a permanent
Global Security or definitive Securities; (xi) any special
provisions for the payment of additional amounts with respect to
such Securities; (xii) any index used to determine the amounts of
payments of principal and any premium or interest; (xiii) the
period or periods within which, the price or prices at which and
the terms and conditions on which any of such Securities may be
redeemed, in whole or in part, at the option of the Company;
(xiv) the obligation, if any, of the Company to redeem or pur-
chase any of such Securities pursuant to any sinking fund or
analogous provision or at the option of the holder thereof, and
the period or periods within which, the price or prices at which
and the terms and conditions on which any of such Securities will
be redeemed or purchased, in whole or in part, pursuant to any
such obligation; (xv) if other than the entire principal amount
thereof, the portion of the principal amount of any of such
Securities which will be payable upon declaration of acceleration
of the Maturity thereof; (xvi) if the principal amount payable at
the Stated Maturity of any of such Securities will not be deter-
minable as of any one or more dates prior to the Stated Maturity,
the amount which will be deemed to be such principal amount as of
any such date for any purpose, including the principal amount
thereof which will be due and payable upon any Maturity other
than the Stated Maturity or which will be deemed to be outstand-
ing as of any such date (or, in any such case, the manner in
which such deemed principal amount is to be determined); (xvii)
if applicable, that such Securities, in whole or any specified
part, are defeasible pursuant to the provisions described under
"Defeasance and Covenant Defeasance"; (xviii) the underwriter,
underwriters or agents, if any, for the Securities being offered,
the principal amounts, if any, to be purchased by the underwrit-
er, underwriters or agents, their compensation and the resulting
net proceeds to the Company; (xix) the Trustee under the Inden-
ture pursuant to which the Securities offered hereby are to be
issued; (xx) the deferral of interest payments through the
extension of the interest payment period, if any, for the Securi-
ties being offered; and (xxi) any other terms in connection with
the offering and sale of the Securities.
The Securities will be unsecured and will rank pari passu
with all other unsecured and unsubordinated indebtedness of the
Company.
The statements under this heading are summaries of certain
provisions of the Indenture, a copy of which has been filed with
the Commission. References in parentheses are to sections of the
Indenture. Whenever particular provisions of the Indenture or
terms defined therein are referred to, such provisions or defini-
tions are incorporated by reference as a part of the statements
made, and the statements are qualified in their entirety by such
reference.
Unless the Prospectus Supplement relating thereto specifies
otherwise, Registered Securities denominated in U.S. dollars will
be issued only in denominations of $1,000 or any integral multi-
ple thereof and Bearer Securities denominated in U.S. dollars
will be issued only in the denomination of $5,000. One or more
Global Securities will be issued in a denomination or aggregate
denominations equal to the aggregate principal amount of Out-
standing Securities of the series to be represented by such
Global Security or Securities. The Prospectus Supplement relat-
ing to a series of Securities denominated in a foreign or compos-
ite currency will specify the denomination thereof. Unless
otherwise set forth in a Prospectus Supplement, principal,
premium and interest, if any, will be payable, and the Securities
will be transferable (in the case of Registered Securities) and
exchangeable without service charge at the Corporate Trust Office
of the Trustee. Bearer Securities will be transferable by
delivery.
At the option of the holder upon request confirmed in
writing, and subject to the terms of the Indenture, Bearer
Securities (with all unmatured coupons, except as provided below)
of any series will be exchangeable into an equal aggregate
principal amount of Registered Securities (if the Securities of
such series are issuable as Registered Securities), but no Bearer
Security will be delivered in or to the United States, and
Registered Securities of any series (other than a Global Securi-
ty, except as set forth below) will be exchangeable into an equal
aggregate principal amount of Registered Securities of the same
series (with the same interest rate and maturity date) of differ-
ent authorized denominations. If a holder surrenders Bearer
Securities in exchange for Registered Securities between a
Regular Record Date or a Special Record Date, and the relevant
Interest Payment Date, such holder will not be required to
surrender the coupon relating to such Interest Payment Date.
Except as provided in a Prospectus Supplement, Registered Securi-
ties may not be exchanged for Bearer Securities. (Section 305)
Securities may be issued under the Indenture as Original
Issue Discount Securities to be offered and sold at a substantial
discount from the principal amount thereof or may have payments
denominated in or determined by reference to a currency other
than United States dollars. If Securities of either type are
offered, the special federal income tax, accounting and other
considerations applicable thereto will be described in the
Prospectus Supplement relating thereto. "Original Issue Discount
Security" means any security which provides for an amount less
than the principal amount thereof to be due and payable upon the
declaration of acceleration of the maturity thereof pursuant to
an Event of Default and the continuation thereof.
Unless otherwise indicated in a Prospectus Supplement, the
covenants contained in the Indenture and the Securities would not
necessarily afford holders of the Securities protection in the
event of a highly leveraged or other transaction involving the
Company that may adversely affect holders.
GLOBAL SECURITIES
The Securities of a series may be issued in whole or in part
in the form of one or more Global Securities that will be depos-
ited with or on behalf of a depositary located in the United
States (a "U.S. Depositary") or a Common Depositary located
outside the United States (a "Common Depositary") identified in
the Prospectus Supplement relating to such series. Global
Securities may be issued in either registered or bearer form and
in either temporary or permanent form.
The specific terms of the depositary arrangement with
respect to any Securities of a series will be described in the
Prospectus Supplement relating to such series. The Company
anticipates that the following provisions will apply to all
depositary arrangements.
Book-Entry Securities. Unless otherwise specified in an
applicable Prospectus Supplement, Securities which are to be
represented by a Global Security to be deposited with or on
behalf of a U.S. Depositary will be represented by a Global
Security registered in the name of such depositary or its nomi-
nee. Upon issuance of a Global Security in registered form, the
U.S. Depositary of such Global Security will credit, on its book-
entry registration and transfer system, the respective principal
amounts of the Securities represented by such Global Security to
the accounts of institutions that have accounts with such deposi-
tary or its nominee ("participants"). The accounts to be credit-
ed shall be designated by the underwriters or agents of such
Securities or by the Company, if such Securities are offered and
sold directly by the Company. Ownership of beneficial interests
in such Global Securities will be shown on, and the transfer of
that ownership will be effected only through, records maintained
by the U.S. Depositary (with respect to participants' interests)
or its nominee for such Global Security or by participants or
persons that hold through participants. The laws of some juris-
dictions require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such
laws may impair the ability to transfer beneficial interests in a
Global Security.
So long as the U.S. Depositary for a Global Security in
registered form, or its nominee, is the registered owner of such
Global Security, such depositary or such nominee, as the case may
be, will be considered the sole owner or holder of the Securities
represented by such Global Security for all purposes under the
Indenture. Except as set forth below, owners of beneficial
interests in such Global Securities will not be entitled to have
Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to
receive physical delivery of Securities of such series in defini-
tive form and will not be considered the owners or holders
thereof under the Indenture.
Principal, premium, if any, and interest payments on Global
Securities registered in the name of or held by a U.S. Depositary
or its nominee will be made to the U.S. Depositary or its nomi-
nee, as the case may be, as the registered owner or the holder of
the Global Security representing such Securities. None of the
Company, the Trustee, any Paying Agent or the Security Registrar
for such Securities will have any responsibility or liability for
any aspect of the records relating to or payments made on account
of beneficial ownership interests in a Global Security for such
Securities or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
The Company expects that the U.S. Depositary for Securities
of a series, upon receipt of any payment of principal, premium or
interest in respect of a Global Security, will credit immediately
participants' accounts with payments in amounts proportionate to
their respective beneficial interests in the principal amount of
such Global Security as shown on the records of such Depositary.
The Company also expects that payments by participants to owners
of beneficial interests in such Global Security held through such
participants will be governed by standing instructions and
customary practices, as is now the case with securities held for
the accounts of customers in bearer form or registered in "street
name", and will be the responsibility of such participants.
Unless and until it is exchanged in whole or in part for
Securities in definitive form in accordance with the Indenture
and the terms of the Securities, a Global Security may not be
transferred except as a whole by the U.S. Depositary for such
Global Security to a nominee of such depositary or by a nominee
of such depositary to such depositary or another nominee of such
depositary or by such depositary or any such nominee to a succes-
sor of such depositary or a nominee of such successor. If a U.S.
Depositary for Securities in registered form is at any time
unwilling or unable to continue as depositary or if at any time
such Depositary ceases to be a clearing agency registered under
the Exchange Act, and a successor depositary is not appointed by
the Company within ninety days, the Company will issue Securities
in definitive registered form in exchange for the Global Security
or Securities representing such Securities. In addition, the
Company may at any time and in its sole discretion determine not
to have any Securities in registered form represented by one or
more Global Securities and, in such event, will issue Securities
in definitive registered form in exchange for all Global Securi-
ties representing such Securities. Further, if an event of
default, or an event which, with the giving of notice or lapse of
time, or both, would constitute an event of default, under the
Indenture occurs and is continuing with respect to the Securities
of a series, the U.S. Depositary may exchange a Global Security
representing Securities of such series for Securities of such
series in definitive registered form. In any such instance, an
owner of a beneficial interest in a Global Security will be
entitled to physical delivery in definitive form of Securities of
the series represented by such Global Security equal in principal
amount to such beneficial interest and to have such Securities
registered in its name.
Bearer Securities. Unless otherwise specified in an appli-
cable Prospectus Supplement, all Bearer Securities of a series
will initially be issued in the form of a single temporary Global
Security, to be deposited with a Common Depositary in London for
First Trust of New York, N.A., as successor to Morgan Guaranty
Trust Company of New York, Brussels Office, as operator of the
Euroclear System ("Euroclear Operator") or Cedel Bank, Societe
Anonyme ("CEDEL") for credit to the designated accounts. Follow-
ing the availability of a permanent Global Security or definitive
forms of Bearer Securities and subject to any further limitations
described in the applicable Prospectus Supplement, interests in a
temporary Global Security will be exchanged for definitive Bearer
Securities or for interests in a permanent Global Security, with
or without interest coupons, having the same interest rate and
Stated Maturity, but in each such case upon the receipt of
written certification to the effect that such Security is owned
by (i) a person that is not a U.S. person (as defined below) or
(ii) a U.S. person that is (A) a foreign branch of a United
States financial institution within the meaning of Section 1.165-
12(c)(1)(v) of the United States Treasury Regulations acquiring
for its own account or for resale, or (B) a U.S. person who
acquired the Securities through a foreign branch of such a United
States financial institution and who holds the Securities through
such financial institution on the date of such certification, and
in either case the financial institution has agreed to comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations thereunder or (iii) is such a United States or
foreign financial institution purchasing for offer to resell or
for resale during the 40-day period following the date of issu-
ance of a Security (the "restricted period") and such financial
institution certifies that it has not acquired the Securities for
purposes of resale directly or indirectly to a U.S. person or to
a person within the United States. A financial institution,
whether or not described in (i) or (ii) above, that purchases a
Security for purposes of resale during the restricted period, may
only give the certification described in (iii) above. In the
case of a Security in permanent global form such certification
must be given before the notation of a beneficial owner's inter-
est therein in connection with the original issuance of such
Security. Except as provided in the next succeeding paragraph,
beneficial interests in a temporary Global Security must be
exchanged for definitive Bearer Securities or for interests in a
permanent Global Security before interest payments can be re-
ceived. The beneficial owner of an interest in a temporary
Global Security or a permanent Global Security, on or after the
applicable exchange date and upon the notice specified in the
Prospectus Supplement to the Trustee given through the Euroclear
Operator or CEDEL, may exchange its interest for definitive
Bearer Securities or definitive Registered Securities (if such
series includes Registered Securities) of any authorized denomi-
nation. No Bearer Security (including a Security in global form
that is either a Bearer Security or exchangeable for Bearer
Securities) nor any Security initially represented by a temporary
Global Security shall be mailed or otherwise delivered to any
location in the United States in connection with such exchange.
(Section 304)
If so specified in an applicable Prospectus Supplement,
interest in respect of any portion of a temporary Global Security
payable in respect of an Interest Payment Date occurring prior to
the date on which such temporary Global Security is exchangeable
for definitive Securities or for interests in a permanent Global
Security will be paid only upon certification as of the relevant
Interest Payment Date with respect to the portion of such tempo-
rary Global Security on which such interest is to be so credited
to the same effect as the certification set forth in the immedi-
ately preceding paragraph. A certification pursuant to the
preceding sentence shall be deemed a request to exchange a
beneficial interest in a temporary Global Security for a defini-
tive Bearer Security or for an interest in a permanent Global
Security, with or without interest coupons, having the same
interest rate and Stated Maturity, as of the exchange date, and
such exchange shall be made without further certification by the
person entitled to such definitive Bearer Security or beneficial
interest in such permanent Global Security. (Section 304)
As used herein, "U.S. person" means a citizen or resident of
the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or
any political subdivision thereof and any estate or trust the
income of which is subject to United States federal income
taxation regardless of its source, and "United States" means the
United States of America (including the States and the District
of Columbia) and its possessions.
PAYMENT AND PAYING AGENTS
Payment of principal of and premium, if any, and interest on
Bearer Securities (including any Securities in global form that
are either Bearer Securities or exchangeable for Bearer Securi-
ties) will be payable in the currency designated in the Prospec-
tus Supplement, subject to any applicable laws and regulations,
at such paying agencies outside the United States as the Company
may appoint from time to time. Any such payment may be made, at
the option of a Holder, by a check in the designated currency or
by transfer to an account in the designated currency maintained
by the payee with a bank located outside the United States. No
payment with respect to any Bearer Security (including any
Security in global form that is either a Bearer Security or
exchangeable for a Bearer Security) will be made at the Corporate
Trust Office of the Trustee or any other paying agency maintained
by the Company in the United States nor will any such payment be
made by transfer to an account, or by mail to an address, in the
United States. Notwithstanding the foregoing, if the Securities
are denominated and payable in U.S. dollars, payments of princi-
pal of and premium, if any, and interest on Bearer Securities
(including any Securities in global form that are either Bearer
Securities or exchangeable for Bearer Securities) will be made in
U.S. dollars at the Corporate Trust Office of the Trustee if
payment of the full amount thereof at all paying agencies outside
the United States is illegal or effectively precluded by exchange
controls or other similar restrictions. (Section 1002)
Payment of principal of and premium, if any, on Registered
Securities will be made in the designated currency against
surrender of such Registered Securities at the Corporate Trust
Office of the Trustee. Unless otherwise indicated in the Pro-
spectus Supplement, payment of any installment of interest on
Registered Securities will be made to the person in whose name
such Security is registered at the close of business on the
Regular Record Date for such interest. Unless otherwise indicat-
ed in the Prospectus Supplement, payments of such interest will
be made at the Corporate Trust Office of the Trustee, or by a
check in the designated currency mailed to each Holder at such
holder's registered address. (Sections 307 and 1001)
The paying agents outside the United States initially
appointed by the Company for a series of Securities will be named
in an applicable Prospectus Supplement. The Company may termi-
nate the appointment of any of the paying agents from time to
time, except that the Company will maintain at least one paying
agent in The City of New York for payments with respect to
Registered Securities (other than Global Securities) and at least
one paying agent in a city in Europe so long as any Bearer
Securities are outstanding where Bearer Securities may be pre-
sented for payment and may be surrendered for exchange, provided
that so long as any series of Securities is listed on the London
Stock Exchange or the Luxembourg Stock Exchange or any other
stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a paying
agent in London or Luxembourg or any other required city located
outside the United States, as the case may be, for such series of
Securities. (Section 1002)
All moneys paid by the Company to a paying agent for the
payment of principal of or premium, if any, or interest on any
Security that remains unclaimed at the end of two years after
such principal, premium or interest shall have become due and
payable will be repaid to the Company upon its request and the
Holder of such Security or any coupon appertaining thereto will
thereafter look only to the Company for payment thereof. (Section
1003)
LIMITATION ON LIENS
So long as any of the Securities remain outstanding, the
Company will not, nor will it permit any Subsidiary (as defined)
to, issue, assume or guarantee any debt for money borrowed
(herein called "Debt") if such Debt is secured by a mortgage,
pledge, security interest, lien or other encumbrance (a "mort-
gage") upon any Principal Property or on any indebtedness of or
equity securities of any Subsidiary or any Affiliate (as de-
fined), now owned or hereafter acquired, without in any such case
effectively providing that the Securities then Outstanding shall
be secured equally and ratably with (or prior to) such Debt,
except that the foregoing restrictions shall not apply to (i)
mortgages on any property acquired, constructed or improved by
the Company or any Subsidiary after the date of the Indenture
which are created within 120 days after such acquisition, con-
struction or improvement to secure or provide for the payment of
any part of the purchase price or cost thereof, provided that
such mortgages shall not apply to any property theretofore owned
by the Company or any Subsidiary other than, in the case of any
construction or improvement, theretofore unimproved real proper-
ty; (ii) mortgages on any property acquired from a corporation
which is merged with or into the Company or a Subsidiary or
mortgages outstanding on property at the time it is acquired by
the Company or a Subsidiary or mortgages outstanding on the
property of any corporation at the time it becomes a Subsidiary;
(iii) mortgages to secure Debt of a Subsidiary to the Company or
another Subsidiary; (iv) mortgages or other restrictions relating
to equity securities of an Affiliate resulting from certain
agreements or arrangements between the Company or any Subsidiary
and such Affiliate or other security holders thereof; (v) mort-
gages incurred in connection with certain tax exempt financings;
and (vi) any extension, renewal or replacement of any mortgage
referred to in the foregoing clauses (i) to (v). (Section 1006)
This covenant is also subject to the exceptions described below
under "Exempted Indebtedness".
The term "Principal Property" is defined to mean (i) any
paperboard, paper or pulp mill or any paper converting plant or
any foundry or any other manufacturing plant or facility located
within the United States or Canada of the Company or any Subsid-
iary except any such plant or facility which the Board of Direc-
tors by resolution declares is not of material importance to the
total business conducted by the Company and its Subsidiaries as
an entirety and (ii) any timber or timberlands of the Company or
any Subsidiary. The term "Subsidiary" is defined to mean any
corporation at least a majority of the outstanding securities of
which having ordinary voting power to elect a majority of the
board of directors of such corporation is at the time owned or
controlled directly or indirectly by the Company, or by one or
more Subsidiaries, or by the Company and one or more Subsidiar-
ies. (Section 101)
LIMITATION ON SALE AND LEASE-BACK
So long as any of the Securities remain outstanding, the
Company will not, and it will not permit any Subsidiary to, enter
into any sale and lease-back transaction (as defined) involving
any Principal Property unless (i) the Company or such Subsidiary
would be entitled to incur debt secured by a mortgage on the
property to be leased without equally and ratably securing the
Securities, as required by the provisions of "Limitation on
Liens" above, or (ii) the Company, within 120 days, applies to
the retirement of Securities or other indebtedness of the Company
with a maturity in excess of one year from the date of such sale
and lease-back and which ranks on a parity with the Securities an
amount equal to the fair value of the property so leased. (Sec-
tion 1007) This covenant is also subject to the exceptions
described below under "Exempted Indebtedness".
"Sale and leaseback transaction" is defined to mean any
arrangement with any person providing for the leasing to the
Company or a Subsidiary of any Principal Property for a period of
more than three years, which Principal Property was owned by the
Company or such Subsidiary for more than 120 days and is or has
been sold or transferred to such person.
EXEMPTED INDEBTEDNESS
Notwithstanding the provisions described under "Limitation
on Liens" and "Limitation on Sale and Lease-Back", the Company
and its Subsidiaries will be allowed to issue, assume or guaran-
tee Debt which would otherwise be subject to the above-mentioned
"Limitation on Liens" without equally and ratably securing the
Securities, or to enter into sale and lease-back transactions
which would otherwise be subject to the above-described "Limita-
tion on Sale and Lease-Back" without retiring the Securities or
other debt, or to enter into a combination of such transactions,
if at the time thereof and after giving effect thereto, the sum
of the principal amount of all such debt and the Attributable
Debt (as defined) arising from such sale and lease-back transac-
tions does not exceed 5% of Consolidated Shareholders' Equity.
(Sections 101, 1006 and 1007)
The term "Attributable Debt" is defined to mean the total
net amount of rent under each lease in respect of sale and lease-
back transactions referred to above entered into after the date
of the Indenture which is required to be paid during the remain-
ing term of such lease or until the earliest date on which the
lessee may terminate such lease upon payment of a penalty (in
which case the total rent shall include such penalty), discounted
at the weighted average of the interest rates borne by the
Securities Outstanding from time to time under the Indenture.
The term "Consolidated Shareholders' Equity" is defined to mean
the sum of the consolidated shareholders' equity of the Company
and its consolidated subsidiaries, as shown on the most recent
audited consolidated balance sheet of the Company, plus 75% of
the excess of the "appraised value" of all timberlands owned by
the Company and its Subsidiaries over the book value thereof.
(Section 101)
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides, if such provision is made applicable
to the Securities of any series, that the Company may elect
either (i) to defease and be discharged from any and all obliga-
tions with respect to such Securities (except for the obligations
to register the transfer or exchange of such Securities, to
replace temporary or mutilated, destroyed, lost or stolen Securi-
ties, to maintain an office or agency in respect of the Securi-
ties, to hold moneys for payment in trust or to pay any addition-
al amounts pursuant to the terms of such Securities) ("defea-
sance") or (ii) to be released from its obligations with respect
to such Securities under certain covenants, including those
described under "Limitation on Liens" and "Sale and Lease-Back"
above ("covenant defeasance"), upon the deposit with the Trustee
(or other qualifying trustee), in trust for such purpose, of
money, and/or U.S. Government Obligations (as defined) which
through the payment of principal and interest in accordance with
their terms will provide money, in an amount sufficient to pay
and discharge the principal of (and premium, if any) and interest
on such Securities, and any mandatory sinking fund or analogous
payments thereon, on the scheduled due dates therefor. In the
case of defeasance or covenant defeasance, the holders of such
Securities are entitled to receive payments in respect of such
Securities solely from such trust. Such a trust may only be
established if, among other things, the Company has delivered to
the Trustee an Opinion of Counsel (as specified in the Indenture)
to the effect that the holders of such Securities will not
recognize income, gain or loss for federal income tax purposes as
a result of such defeasance or covenant defeasance and will be
subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such
defeasance or covenant defeasance had not occurred. Such Opinion
of Counsel, in the case of defeasance under clause (i) above,
must refer to and be based upon a ruling of the Internal Revenue
Service or a change in applicable federal income tax law occur-
ring after the date of the Indenture. (Article Thirteen)
In the event the Company exercised its covenant defeasance
option under Clause (ii) above with respect to any Securities and
such Securities were declared due and payable because of the
occurrence of any Event of Default, the amount of money and U.S.
Government Obligations so deposited in trust would be sufficient
to pay amounts due on such Securities at the time of their
respective Stated Maturities but may not be sufficient to pay
amounts due on such Securities upon any acceleration resulting
from such Event of Default. In such case, the Company would
remain liable for such payments.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company, without the consent of the holders of any
outstanding Securities, may consolidate with or merge into, or
convey, transfer or lease its properties and assets substantially
as an entirety to, any Person, and may permit any Person to merge
into, or convey, transfer or lease its properties and assets
substantially as an entirety to, the Company, provided (i) that
any successor Person must be a corporation organized and validly
existing under the laws of any domestic jurisdiction and must
assume the Company's obligations on the Securities and under the
Indenture, (ii) that after giving effect to the transaction, no
Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have
occurred and be continuing, (iii) if, as a result of the transac-
tion, any Principal Property of the Company would become subject
to a mortgage that would not be permitted under "Limitation on
Liens", the Company secures the Securities equally and ratably
with (or prior to) the indebtedness secured by such mortgage and
(iv) that certain other conditions are met. (Section 801)
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than
66-2/3% in principal amount of the Securities of each series affect-
ed by such supplemental indenture at the time outstanding there-
under, to enter into an indenture or indentures supplemental
thereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Inden-
ture or of modifying in any manner the rights of the holders of
Securities of such series under the Indenture; provided, however,
that no such supplemental indenture shall, without the consent of
the Holder of each Outstanding Security affected thereby, among
other things, (i) change the Stated Maturity of the principal of,
or any installment of principal of or interest on, any Security;
(ii) reduce the principal amount thereof or the rate of interest
thereon or any premium payable upon the redemption thereof; (iii)
reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof; (iv) change any Place of
Payment where, or the coin or currency in which, any Security or
any premium or the interest thereon is payable; (v) impair the
right to institute suit for the enforcement of any such payment
on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date); (vi) change any
obligation of the Company to pay any additional amounts pursuant
to the terms of such Securities; (vii) reduce the percentage in
principal amount of the Outstanding Securities of any series, the
consent of whose holders is required for any such supplemental
indenture, or the consent of whose holders is required for any
waiver (of compliance with certain provisions of the Indenture or
certain defaults thereunder and their consequences) provided for
in the Indenture; (viii) reduce the voting or quorum requirements
for meetings of holders of Securities of any series; or (ix)
modify certain other provisions of the Indenture. (Section 902)
The Indenture contains provisions for convening meetings of
the holders of Securities of a series if Securities of that
series are issuable in whole or in part as Bearer Securities.
(Section 1401) A meeting may be called at any time by the
Trustee thereunder, or upon the request of the Company or the
holders of at least 10% in principal amount of the Outstanding
Securities of such series, in any such case upon notice given in
accordance with such Indenture. (Section 1402) Except as limited
by the proviso in the preceding paragraph, any resolution pre-
sented at a meeting or adjourned meeting at which a quorum is
present may be adopted by the affirmative vote of the holders of
a majority in principal amount of the Outstanding Securities of
that series; provided, however, that, except as limited by the
proviso in the preceding paragraph, any resolution with respect
to any consent or waiver that may be given by the holders of not
less than 66-2/3% in principal amount of the Outstanding Securities
of a series may be adopted at a meeting or an adjourned meeting
at which a quorum is present only by the affirmative vote of 66-2/3%
in principal amount of the Outstanding Securities of that series;
and provided further that, except as limited by the proviso in
the preceding paragraph, any resolution with respect to any
demand, consent, waiver or other action that may be made, given
or taken by the holders of a specified percentage, which is less
than a majority, in principal amount of Outstanding Securities of
a series may be adopted at a meeting or adjourned meeting at
which a quorum is present by the affirmative vote of the holders
of such specified percentage in principal amount of the Outstand-
ing Securities of that series. (Section 1404)
Any resolution passed or decision taken at any meeting of
holders of Securities of any series duly held in accordance with
the Indenture will be binding on all holders of Securities of
that series and the related coupons. The quorum at any meeting
called to adopt a resolution, and at any reconvening meeting,
will be persons holding or representing a majority in principal
amount of the Outstanding Securities of a series; provided,
however, that if any action is to be taken at such meeting with
respect to a consent or waiver which may be given by the holders
of not less than 66-2/3% in principal amount of the Outstanding
Securities of a series, the persons holding or representing 66-2/3%
in principal amount of the Outstanding Securities of such series
will constitute a quorum. (Section 1404)
The holders of at least 66-2/3% in principal amount of Securi-
ties of any series may waive compliance by the Company with any
term, provision or condition regarding corporate existence
(Section 1004), maintenance of properties (Section 1005), limita-
tion on liens (Section 1006) and limitation on sale and lease-
back (Section 1007) before the time for such compliance. (Section
1009)
EVENTS OF DEFAULT
An event of default with respect to Securities of any series
is defined in the Indenture as being: (i) default for 30 days in
payment of any interest on such series of Securities; (ii)
default in payment of principal of or premium, if any, on such
series of Securities; (iii) default in the deposit of any sinking
fund payment on such series of Securities; (iv) default by the
Company in the payment of any indebtedness for borrowed money
which has not been cured or waived, the outstanding principal
amount of which at the time of such default is equal to or in
excess of $25,000,000; (v) default for 60 days after notice in
performance of any other covenant in the Indenture; and (vi)
certain events in bankruptcy, insolvency or reorganization of the
Company. (Section 501) The Indenture provides that the Trustee
may withhold notice to the holders of Securities of a series
issued thereunder of any default with respect to such series
(except in payment of principal of, or interest or premium, if
any, on, such series) if the Trustee considers it in the interest
of such holders to do so. (Section 602) The Indenture provides
that, if an event of default specified therein shall have hap-
pened and be continuing, with respect to Securities of any
series, either the Trustee or the holders of 25% in principal
amount of the Securities of such series, then outstanding there-
under, may declare the principal of all the Securities of such
series to be due and payable, but in certain cases the holders of
a majority in principal amount of the Securities of such series
then outstanding may rescind and annul such declaration and its
consequences. (Section 502)
The Company will be required to furnish to the Trustee
annually an Officers' Certificate as to any default in the
performance by the Company of certain of its obligations under
the Indenture. (Section 1008)
Reference is made to the Prospectus Supplement or Supple-
ments relating to each series of Securities offered which are
Original Issue Discount Securities for the particular provisions
relating to acceleration of the Maturity of a portion of the
principal amount of such Original Issue Discount Securities upon
the occurrence of an Event of Default and the continuation
thereof.
Subject to the provisions of the Indenture relating to the
duties of the Trustee, the Trustee shall be under no obligation
to exercise any of its rights or powers under the Indenture at
the request, order or direction of any of the holders of the
Securities unless such holders shall have offered to the Trustee
reasonable indemnity. (Section 603) Subject to such provision
for indemnification, the holders of a majority in principal
amount of the Securities of any series, at the time outstanding
shall have the right to waive certain past defaults (except a
default in the payment of principal, premium, if any, or inter-
est, if any, or a provision which cannot be modified or amended
without the consent of the holder of each Outstanding Security of
a series affected) and to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee;
provided that the Trustee shall have the right to decline to
follow any such direction if the action so directed may not
lawfully be taken or conflicts with the Indenture. (Sections 512
and 513) The Trustee shall be fully protected in respect of any
action taken, suffered or omitted with respect to the Indenture
made in good faith and in reliance upon the written advice or
opinion of counsel.
No holder of a Security of any series will have any right to
institute any proceeding with respect to the Indenture, or for
the appointment of a receiver or a trustee, or for any other
remedy thereunder, unless (1) such holder has previously given to
the Trustee written notice of a continuing Event of Default with
respect to the Securities of that series, (ii) the holders of at
least 25% in aggregate principal amount of the Outstanding
Securities of that series have made written request, and such
holder or holders have offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee and (iii) the
Trustee has failed to institute such proceeding, and has not
received from the holders of a majority in aggregate principal
amount of the outstanding securities of that series a direction
inconsistent with such request, within 60 days after such notice,
request and offer. (Section 507) However, such limitations do
not apply to a suit instituted by a holder of a Security for the
enforcement of payment of the principal of or any premium or
interest on such Security on or after the applicable due date
specified in such Security. (Section 508)
CONCERNING THE TRUSTEES
The Prospectus Supplement will set forth the Trustee desig-
nated for the series of the Securities offered thereby and such
Trustee's relationships with the Company. Each of Bankers Trust
Company and The First National Bank of Chicago provides, and any
other trustee designated by the Company may provide, various
banking services to the Company in the ordinary course of busi-
ness. Certain of the banks are, and any other trustee designated
by the Company may be, one of the lenders or a co-agent for
various other banks under the Company's revolving credit arrange-
ments.
PLAN OF DISTRIBUTION
The Company may sell Securities to or through underwriters,
and also may sell Securities directly to other purchasers or
through agents. The distribution of the Securities may be
effected from time to time in one or more transactions at a fixed
price or prices, which may be changed, or at market prices
prevailing at the time of sale, at prices related to such pre-
vailing market prices or at negotiated prices.
In connection with the sale of Securities, underwriters,
dealers or agents may receive compensation from the Company in
the form of discounts, concessions or commissions. Underwriters,
dealers and agents that participate in the distribution of
Securities may be deemed to be underwriters, and any discounts or
commissions received by them from the Company and any profit on
the resale of Securities by them may be deemed to be underwriting
discounts and commissions, under the 1933 Act. Any such under-
writer or agent will be identified, and any such compensation
received from the Company will be described, in the applicable
Prospectus Supplement.
All Securities will be a new issue of securities with no
established trading market. Any underwriters to whom Securities
are sold by the Company for public offering and sale may make a
market in such Securities, but such underwriters will not be
obligated to do so and may discontinue any market making at any
time without notice. No assurance can be given as to the liquid-
ity of the trading market for any Securities.
Bearer Securities are subject to U.S. tax law requirements
and may not be offered, sold or delivered within the United
States or its possessions or to a U.S. person, except in certain
transactions permitted by U.S. tax regulations. Terms used in
this paragraph have the meanings given to them by the Internal
Revenue Code of 1986, as amended, and the regulations thereunder.
Under agreements which may be entered into by the Company,
underwriters, dealers and agents who participate in the distribu-
tion of Securities may be entitled to indemnification by the
Company against certain liabilities, including liabilities under
the 1933 Act.
VALIDITY OF SECURITIES
The validity of the Securities offered will be passed upon
for the Company by its Assistant Secretary and Associate General
Counsel and Skadden, Arps, Slate, Meagher & Flom LLP or by such
other counsel specified in the applicable Prospectus Supplement.
The Assistant Secretary and Associate General Counsel has options
to acquire less than 1% of the outstanding common stock of the
Company.
EXPERTS
The financial statements and the related financial statement
schedules incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended December
31, 1995 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein
by reference and have been so incorporated in reliance upon the
report of such firm given upon their authority as experts in
accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribu-
tion of the securities being registered, other than underwriting
compensation, are:
Filing Fee For Registration Statement. . $166,667
Legal Fees and Expenses . . . . . . 75,000*
Accounting Fees and Expenses . . . . 60,000*
Trustee's Fees and Expenses (including
counsel fees) . . . . . . . . . . 10,000*
Blue Sky Fees and Expenses . . . . . 5,000*
Rating Agency Fees . . . . . . . . . 160,000*
Printing Fees . . . . . . . . . . . 15,000*
Miscellaneous . . . . . . . . . . . 23,333*
Total . . . . . . . . . . . . . $515,000*
* Estimated.
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 offi-
cers, 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 catego-
ry, 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, 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 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 autho-
rized in the specific case upon a determination that indemnifica-
tion of such person is proper in the circumstances because such
person has met the applicable standard of conduct. Such determi-
nation 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, 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, indemni-
fication 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 an action by or in the right of the Registrant) judg-
ments, 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 Regula-
tions also provide that, with certain limited exceptions, expens-
es 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 which 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 main-
tained and that, in the event of any reduction in, or cancella-
tion 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 the period from
August 1, 1996 through August 1, 1997, insurance policies under
which the insurers reimburse the Registrant, subject to the terms
and conditions of the insurance policies, for the Registrant's
obligation of indemnifying officers and directors. The insurers
have agreed to reimburse the Registrant for loss amounts arising
from any claim or claims which are first made against directors
or officers of the Registrant and reported to the insurers during
the policy period for any alleged wrongful act in their respec-
tive capacities as directors or officers of the Registrant, but
only when and to the extent that the Registrant has indemnified
such directors or officers for such loss pursuant to law, common
or statutory, or contract, or the articles of incorporation or
regulations of the Registrant which determine such rights of
indemnity. This reimbursement is in excess of a $500,000 reten-
tion for loss arising from claims alleging the same wrongful act
or related wrongful acts and is subject to a maximum amount of
$100,000,000, including excess policies.
In conjunction with the above described insurance, the
Registrant maintains insurance to protect the individual director
or officer against specified expenses and liabilities with
respect to which the Registrant does not provide indemnification.
The individual coverage is subject to the same maximum liability
provisions as described above with no deductible.
ITEM 16. EXHIBITS.
1.1 (a) -- Underwriting Agreement Standard Provisions dated as of
November --, 1996. To be filed by amendment or an exhibit
to a Current Report of The Mead Corporation on Form 8-K
and incorporated herein by reference.
1.1 (b) -- Form of Pricing Agreement. To be filed by amendment or an
exhibit to a Current Report of The Mead Corporation on Form 8-
K and incorporated herein by reference.
1.2 -- Agency Agreement. To be filed by amendment or an exhibit
to a Current Report of The Mead Corporation on Form 8-K
and incorporated herein by reference.
4 (a) -- Indenture dated as of July 15, 1982 between The Mead Corpora-
tion and Bankers Trust Company, including the form of Security
(incorporated by reference to Exhibit 4(a) to Amendment No. 2
to Registration Statement No. 2-77811 and qualified under the
Trust Indenture Act of 1939 in connection with such Registra-
tion Statement).
(b) -- First Supplemental Indenture dated as of March 1, 1987 to the
Indenture dated as of July 15, 1982 between The Mead Corpora-
tion and Bankers Trust Company (incorporated by reference to
Exhibit 4(b) to Registration Statement No. 33-12634).
(c) -- Second Supplemental Indenture dated as of October 15, 1989 to
the Indenture dated as of July 15, 1982 between The Mead
Corporation and Bankers Trust Company.
(d) -- Third Supplemental Indenture dated as of November 15, 1991
between The Mead Corporation and Bankers Trust Company.
(e) -- Indenture dated as of February 1, 1993 between The Mead Corpo-
ration and The First National Bank of Chicago, including form
of Security (incorporated by reference to Exhibit (4)(iii) to
Form 10-K for the year ended December 31, 1992 and qualified
under the Trust Indenture Act of 1939 in connection with
Registration Statement No. 33-43994).
(f) -- Form of Indenture between The Mead Corporation and other
trustees, including form of Security (incorporated by refer-
ence to Exhibit 4(e) to Registration Statement No. 33-43994
and qualified under the Trust Indenture Act of 1939 in connec-
tion with such Registration Statement).
5 (a) -- Opinion and consent of David L. Santez, Assitant Secretary and
Associate General Counsel.
(b) -- Opinion and consent of Skadden, Arps, Slate, Meagher & Flom
LLP.
12 -- Calculation of Ratio of Earnings to Fixed Charges.
23 (a) -- Consent of Deloitte & Touche LLP.
(b) -- Consent of David L. Santez (contained in opinion filed as
Exhibit 5(a) hereto).
(c) -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(contained in opinion filed as Exhibit 5(b) hereto).
24 -- Power of Attorney (contained on page II-5 hereto).
25 (a) -- Form T-1 of Bankers Trust Company.
(b) -- Form T-1 of The First National Bank of Chicago.
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 regis-
tration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggre-
gate, represent a fundamental change in the information
set forth in the registration statement. Notwithstand-
ing 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 and
of the estimated maximum offering range may be reflect-
ed in the form of the prospectus filed with the Commis-
sion pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(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 state-
ment;
Provided, however, that paragraphs (i) and (ii) do not apply
if the information required to be included in a post-effec-
tive amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effec-
tive 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 regis-
tered which remain unsold at the termination of the
offering.
(4) 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 incor-
porated 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.
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 forego-
ing 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.
The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the
trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Act.
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 the 14th day of November,
1996.
THE MEAD CORPORATION
BY /s/ Steven C. Mason
_________________________________
(STEVEN C. MASON)
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Steven C. Mason,
William R. Graber, and Gregory T. Geswein, 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 sign any and all additional
registration statements relating to the same offering of securi-
ties as the Registration Statement that are filed pursuant to
Rule 462(b) of the Securities Act of 1933, 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 below by the follow-
ing persons in the capacities stated below and on the 14th day of
November, 1996.
SIGNATURE CAPACITY
--------- --------
/s/ Steven C. Mason Director, Chairman and
(STEVEN C. MASON) Chief Executive Offi-
cer (principal execu-
tive officer)
/s/ William R. Graber Vice President and
(WILLIAM R. GRABER) Chief Financial Offi-
cer (principal finan-
cial officer)
/s/ Gregory T. Geswein Controller (principal
(GREGORY T. GESWEIN) accounting officer)
/s/ John C. Bogle Director
(JOHN C. BOGLE)
/s/ John G. Breen Director
(JOHN G. BREEN)
/s/ William E. Hoglund Director
(WILLIAM E. HOGLUND)
/s/ James G. Kaiser Director
(JAMES G. KAISER)
/s/ John A. Krol Director
(JOHN A. KROL)
Director
(SUSAN A. KROPF)
/s/ Charles S. Mechem, Jr. Director
(CHARLES S. MECHEM, JR.)
/s/ Paul F. Miller, Jr. Director
(PAUL F. MILLER, JR.)
/s/ Thomas B. Stanley, Jr. Director
(THOMAS B. STANLEY, JR.)
/s/ Lee J. Styslinger, Jr. Director
(LEE J. STYSLINGER, JR.)
/s/ Jerome F. Tatar Director
(JEROME F. TATAR)
EXHIBIT INDEX
EXHIBIT PAGE
------- ----
1.1 (a) -- Underwriting Agreement Standard Provisions dated as of
November , 1996. To be filed by amendment or an exhibit
to a Current Report of The Mead Corporation on Form 8-K
and incorporated herein by reference.
1.1 (b) -- Form of Pricing Agreement. To be filed by amendment or an
exhibit to a Current Report of The Mead Corporation on
Form 8-K and incorporated herein by reference.
1.2 -- Agency Agreement. To be filed by amendment or an exhibit
to a Current Report of The Mead Corporation on Form 8-K
and incorporated herein by reference.
4 (a) -- Indenture dated as of July 15, 1982 between The Mead Corpora-
tion and Bankers Trust Company, including the form of Security
(incorporated by reference to Exhibit 4(a) to Amendment No. 2
to Registration Statement No. 2-77811 and qualified under the
Trust Indenture Act of 1939 in connection with such Registra-
tion Statement).
(b) -- First Supplemental Indenture dated as of March 1, 1987 to the
Indenture dated as of July 15, 1982 between The Mead Corpora-
tion and Bankers Trust Company (incorporated by reference to
Exhibit 4(b) to Registration Statement No. 33-12634).
(c) -- Second Supplemental Indenture dated as of October 15, 1989 to
the Indenture dated as of July 15, 1982 between The Mead
Corporation and Bankers Trust Company.
(d) -- Third Supplemental Indenture dated as of November 15, 1991
between The Mead Corporation and Bankers Trust Company.
(e) -- Indenture dated as of February 1, 1993 between The Mead Corpo-
ration and The First National Bank of Chicago, including form
of Security (incorporated by reference to Exhibit (4)(iii) to
Form 10-K for the year ended December 31, 1992 and qualified
under the Trust Indenture Act of 1939 in connection with
Registration Statement No. 33-43994).
(f) -- Form of Indenture between The Mead Corporation and other
trustees, including form of Security (incorporated by refer-
ence to Exhibit 4(e) to Registration Statement No. 33-43994
and qualified under the Trust Indenture Act of 1939 in connec-
tion with such Registration Statement).
5 (a) -- Opinion and consent of David L. Santez, Assitant Secretary and
Associate General Counsel.
(b) -- Opinion and consent of Skadden, Arps, Slate, Meagher & Flom
LLP.
12 -- Calculation of Ratio of Earnings to Fixed Charges.
23 (a) -- Consent of Deloitte & Touche LLP.
(b) -- Consent of David L. Santez (contained in opinion filed as
Exhibit 5(a) hereto).
(c) -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(contained in opinion filed as Exhibit 5(b) hereto).
24 -- Power of Attorney (contained on page II-5 hereto).
25 (a) -- Form T-1 of Bankers Trust Company.
(b) -- Form T-1 of The First National Bank of Chicago.