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Previous Registration Numbers - 2-54048, 2-74337, 2-93584, 33-512, 33-9106,
33-17483, 33-24413, 33-31343, 33-37084, 33-43600
PROSPECTUS PURSUANT TO RULE 424(b)(3)
760,082 Shares
FIRST MISSISSIPPI CORPORATION
Common Stock
(Par Value $1.00 Per Share)
The shares of First Mississippi Corporation Common Stock covered
by this Prospectus may be offered by certain stockholders for sale from time to
time on any securities exchange on which the shares are listed, in the
over-the-counter market or otherwise at market prices and terms then prevailing
or in negotiated transactions at prices then obtainable, or otherwise. Shares
may be sold in regular brokerage transactions or may be sold directly to
brokers, dealers and others buying for their own account. The address of the
principal executive office of First Mississippi Corporation (the "Company") is
700 North Street, Post Office Box 1249, Jackson, Mississippi 39215-1249, and
its telephone number is (601) 948-7550. The Company's Common Stock, par value
$1.00 per share (the "Common Stock"), is listed on the New York Stock Exchange,
the Philadelphia Stock Exchange, the Midwest Stock Exchange, and the Pacific
Stock Exchange. On September 27, 1994, the closing price on the New York Stock
Exchange for the Common Stock was $19.75 per share.
The 760,082 shares of Common Stock offered hereby (the "Shares"),
may be offered for sale in the manner described above on behalf of the Selling
Stockholders named herein (the "Selling Stockholders"). The Company will not
receive any of the proceeds from the sale of the Shares. The expenses of
preparing this Prospectus are being paid by the Company, but brokerage fees and
other expenses of sales hereunder will be borne by the Selling Stockholders.
Persons who sell or distribute securities covered by this
Prospectus may be deemed underwriters within the meaning of the Securities Act
of 1933.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY THE SECURITIES OFFERED HEREBY IN ANY STATE TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. THE
DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
The date of this Prospectus is September 27, 1994.
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TABLE OF CONTENTS
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Page
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Available Information 2
The Offering 2
Selling Stockholders 3
Incorporation of Certain Documents by Reference 4
Legal Opinion 5
Experts 5
Indemnification of Officers and Directors 5
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the Public Reference Room of the
Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and,
upon request, may be available at the Commission's regional offices at 500 West
Madison St., Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material can be obtained
from the Public Reference Section of the Commission in Washington, D.C., at
prescribed rates.
All shares of Common Stock offered hereby have been or will be
listed on the New York Stock Exchange, Inc. Reports, proxy statements and
other information concerning the Company may be inspected at the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005; the Philadelphia
Stock Exchange, Inc., 1900 Market Street, Philadelphia, Pennsylvania 19103; the
Midwest Stock Exchange, Inc., 440 South LaSalle Street, Chicago, Illinois
60605; and the Pacific Stock Exchange, Inc., 301 Pine Street, San Francisco,
California 94104.
Certain documents filed with the Commission are incorporated by
reference in this Prospectus. The Company hereby undertakes to provide without
charge to each person who receives this Prospectus, upon request of such
person, a copy of any or all of the documents that have been incorporated
herein by reference (not including exhibits to such documents unless such
exhibits are specifically incorporated herein by reference) and a copy of the
Company's most recent Annual Report to Stockholders. Requests for copies of
such documents should be submitted or conveyed to James L. McArthur, Investor
Relations Department, First Mississippi Corporation, 700 North Street, Post
Office Box 1249, Jackson, Mississippi 39215-1249 (Telephone (601) 948-7550).
THE OFFERING
The 760,082 Shares covered by this Prospectus are Shares of
Common Stock acquired by the Selling Stockholders upon exercise of stock
options granted pursuant to the
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Company's 1969 Qualified Stock Option Plan or its 1973 Stock Option Plan and
Shares of Common Stock acquired or to be acquired by the Selling Stockholders
upon exercise of stock options or conversion of debentures and the resulting
convertible preferred stock, vesting of restricted stock awards and settlement
of stock appreciation rights and performance units granted or otherwise
acquired under the Company's 1980 Long-Term Incentive Plan or 1988 Long-Term
Incentive Plan. This Prospectus is intended for use in connection with any
resales of the Shares by the Selling Stockholders, who may be deemed to be
"affiliates" of the Company, as such term is defined in rules of the Securities
and Exchange Commission. This Prospectus is being used in connection with
Registration Statements relating to the acquisition by the Selling Stockholders
of certain of the Shares under the 1980 Long-Term Incentive Plan and the 1988
Long-Term Incentive Plan and certain of the Shares under the 1969 Stock Option
Plan and the 1973 Stock Option Plan.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect
to the Selling Stockholders, the number of shares of the Company's Common Stock
beneficially owned by each on September 27, 1994 and the number of Shares which
were acquired upon exercise of options under the 1969 Qualified Stock Option
Plan and the 1973 Stock Option Plan and which were acquired or may be acquired
upon the exercise of options or the settlement of other awards under the 1980
Long-Term Incentive Plan and the 1988 Long-Term Incentive Plan and which may be
offered hereunder. Certain Shares included in the total number of Shares which
may be offered hereunder may be acquired upon the exercise of stock options, or
the conversion of debentures that the Selling Stockholders own or have options
to acquire.
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Shares and Percentage
of Common Stock
Maximum Shares Beneficially Owned
of Common Stock After Completion of
Positions and Which May Be Sale If All Shares
Material Relationships Shares of Offered for Sale Which May Be Sold
with the Company Common Stock Bene- Pursuant to Pursuant to this
Name and Address for Last 3 Years (1) ficially Owned (2) this Prospectus(3) Prospectus are Sold
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J. Kelley Williams Chief Executive Officer; 1,040,255 335,000 705,255 (3.5%)
P. O. Box 1249 President; Chairman of
Jackson, MS 39215-1249 the Board and Director
R. Michael Summerford Vice President and 117,592 138,400 492 *
P. O. Box 1249 Chief Financial Officer
Jackson, MS 39215-1249
J. Steve Chustz General Counsel 14,727 23,500 1,227 *
P. O. Box 1249
Jackson, MS 39215-1249
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(1) Certain Selling Stockholders also serve as an officer and/or director
of various subsidiaries of the Company.
(2) Numbers are as of September 27, 1994.
(3) Maximum shares offered may exceed shares beneficially owned due to
recently granted stock options eligible for exercise after February
22, 1995, but not considered beneficially owned by definition at the
date of this Prospectus.
* Less than 1%.
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<TABLE>
<CAPTION>
Shares and Percentage
of Common Stock
Maximum Shares Beneficially Owned
of Common Stock After Completion of
Positions and Which May Be Sale If All Shares
Material Relationships Shares of Offered for Sale Which May Be Sold
with the Company Common Stock Bene- Pursuant to Pursuant to this
Name and Address for Last 3 Years (1) ficially Owned (2) this Prospectus(3) Prospectus are Sold
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James W. Crook Director; Member of 111,287 50,000 61,287 *
Box 657 Committee on Director
Yazoo City, MS 39134 Affairs
Roger L. Dillon Assistant to Chairman 31,880 28,800 6,080 *
of the Board of the
Company
Charles R. Gibson President of wholly 120,858 100,000 38,058 *
owned subsidiary
Samir A. Hakooz President of wholly 4,824 3,000 1,824 *
owned subsidiary
James L. McArthur Secretary and Manager, 7,182 4,050 3,782 *
Investor Relations
Terry L. Moore President of wholly 8,555 5,000 3,555 *
owned subsidiary
O. Edward Wall President of wholly 86,424 72,332 17,292 *
owned subsidiary
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(1) Certain Selling Stockholders also serve as an officer and/or director
of various subsidiaries of the Company.
(2) Numbers are as of September 27, 1994.
(3) Maximum shares offered may exceed shares beneficially owned due to
recently granted stock options eligible for exercise after February
22, 1995, but not considered beneficially owned by definition at the
date of this Prospectus.
* Less than 1%.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the
Company are incorporated herein by reference: (1) the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 1994; (2) Company's Current
Report on Form 8-K, dated as of November 14, 1991, describing recent amendments
to the Plan; and (3) the description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A filed on November
19, 1974, as amended by Item 4 of the Company's Current Report on Form 8-K for
the month of November 1975, Part II, Item 4 of its Quarterly Report on Form
10-Q for the quarter ended September 30, 1981, Item 2 of the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1986, Item 5 of
the Company's Current Report on Form 8-K, dated as of February 28, 1989, Item 5
of the Company's Current Report on Form 8-K, dated as of November 14, 1991 and
by any other reports filed to update the Company's Form 8-A, including
Quarterly Reports on Form 10-Q describing various series of the Company's
Preferred Stock authorized for issuance under the Company's 1980 and 1988
Long-Term Incentive Plans, all of which series are described in Item 4 of the
Company's Registration Statement on Form S-8 which relates to such Plans and
was filed December 21, 1992. All documents filed hereafter by the
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Company pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of
1934 prior to the termination of the offering hereunder shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of such documents.
LEGAL OPINION
Legal matters in connection with the securities covered by this
Prospectus were passed upon by Alfred L. Price, who, at the time of his review,
served as General Counsel and Secretary of the Company and as General Counsel,
Secretary and director of various subsidiaries of the Company. At the time of
his review, Mr. Price beneficially owned shares of the Company's Common Stock
and the Company's majority-owned subsidiary, FirstMiss Gold Inc. Mr. Price has
never owned more than 1% of the outstanding shares of either Company.
EXPERTS
The consolidated financial statements and financial statement
schedules of the Company and consolidated subsidiaries as of June 30, 1994 and
1993, and for each of the years in the three-year period ended June 30, 1994,
which are incorporated herein by reference, have been incorporated herein in
reliance upon the reports, also incorporated herein by reference, of KPMG Peat
Marwick LLP, independent certified public accountants, and upon the authority
of said firm as experts in accounting and auditing. The report of KPMG Peat
Marwick LLP on the consolidated financial statements refers to a change in the
method of accounting for income taxes. To the extent that KPMG Peat Marwick
LLP audits and reports on financial statements of the Company and consolidated
subsidiaries issued at future dates, and consents to the use of their reports
thereon, such financial statements also will be incorporated herein by
reference in reliance upon their reports and said authority.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
As permitted by Mississippi law, the stockholders of the
Company at the Annual Meeting on November 7, 1985, adopted a resolution
providing for indemnification of officers, directors and employees. The 1985
resolution, which replaced a similar resolution adopted in 1970, generally
clarifies and broadens the circumstances under which indemnity is provided by
the Company, and extends indemnification beyond directors and officers to
employees. It specifies standards of conduct required to be met to qualify for
indemnity and establishes procedures for determining whether these standards
are met. These standards require that the person to be indemnified either:
(a) be wholly successful, on the merits or otherwise, in any action or
proceeding against such person or (b) otherwise establish that 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 Company, and in the case of any
criminal action or proceeding, had no reasonable cause to believe that the
conduct was unlawful. Whether these standards are met will be determined by
those directors or shareholders not involved in the matter at issue or by
special legal counsel selected by the directors. In the case of any action or
suit by or in the right of the Company, any person
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finally adjudged liable for gross negligence or willful misconduct in
performing duties for the Company will not be entitled to indemnification
unless a court determines that indemnification is proper under the
circumstances. Advancement of expenses will be allowed upon receipt of an
undertaking to repay should it ultimately be determined that an individual is
not entitled to indemnity.
The Company maintains officers and directors liability
insurance against certain claims arising out of such persons' services to the
Company. The Company has entered into Indemnification Agreements with certain
of its officers and directors. These Indemnification Agreements provide for
indemnification of such officers or directors in the circumstances and subject
to the conditions set forth in the Company's 1985 resolution. The effect of
the Indemnification Agreements is to add to the indemnification rights granted
by the 1985 resolution as currently in effect a contractual right to such
indemnification which right cannot be terminated or altered by amendment of the
1985 resolution.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the above-described provisions, the Company
has been informed that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
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