SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
October 20, 1997
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Date of Report (Date of earliest event reported)
THE MEAD CORPORATION
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(Exact name of Registrant as specified in its charter)
Ohio 1-2267 31-0535759
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(State of Commission (IRS Employer
Incorporation) File Identification
Number)
Mead World Headquarters, Courthouse Plaza, Northeast
Dayton, Ohio 45463
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(Address of principal executive offices)
937-495-6323
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(Registrant's telephone No.)
Not Applicable
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(Former name or former address, if changed since last report)
ITEM I. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM II. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM III. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM IV. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM V. OTHER EVENTS
On October 20, 1997, The Mead Corporation (the
"Company") entered into a Distribution Agreement,
dated October 20, 1997, with Goldman, Sachs & Co.
and Merrill Lynch, Pierce, Fenner & Smith
Incorporated (the "Agents"), relating to the sale
by the Company through the Agents from time to time
of up to $154,000,000 aggregate offering price of
the Company's Medium-Term Notes, Series A Due Nine
Months to Thirty Years from Date of Issue (the
"Notes"). The Notes are to be issued under the
Indenture, dated as of October 20, 1997, between
the Company and Citibank N.A., as trustee.
ITEM VI. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM VII. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
Not applicable.
(b) Pro Forma Financial Information:
Not applicable.
(c) Exhibits:
1.2 Distribution Agreement, dated October
20, 1997, between The Mead
Corporation and Goldman, Sachs & Co.
and Merrill Lynch, Pierce, Fenner &
Smith Incorporated.
4(g) Indenture, dated as of October 20,
1997, between The Mead Corporation
and Citibank, N.A.
4(g)-1 Form of Fixed Rate Note.
4(g)-2 Form of Floating Rate Note.
5(a) Opinion of David L. Santez, Assistant
Secretary and Associate General
Counsel.
5(b) Opinion of Skadden, Arps, Slate,
Meagher & Flom LLP, special counsel
to the Registrant.
ITEM VIII. CHANGES IN FISCAL YEAR
Not applicable.
Signatures
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
The Mead Corporation
(Registrant)
Date: October 27, 1997 /s/ David L. Santez
Dayton, Ohio David L. Santez, Esq.
Assistant Secretary and
Associate General Counsel
EXHIBIT INDEX
Page
1.2 Distribution Agreement, dated October 20,
1997, between The Mead Corporation and
Goldman, Sachs & Co. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated.
4(g) Indenture, dated as of October 20, 1997,
between The Mead Corporation and
Citibank, N.A.
4(g)-1 Form of Fixed Rate Note.
4(g)-2 Form of Floating Rate Note.
5(a) Opinion of David L. Santez, Assistant
Secretary and Associate General Counsel.
5(b) Opinion of Skadden, Arps, Slate, Meagher
& Flom LLP, special counsel to the
Registrant.