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File No. 33-______________
As filed with the Securities and Exchange Commission on November 14, 1995.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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FIRST MISSISSIPPI CORPORATION
(Exact name of issuer as specified in its charter)
MISSISSIPPI 64-0354930
(State of Incorporation) (I.R.S. Employer ID Number)
700 NORTH STREET
JACKSON, MISSISSIPPI 39202
(Address of Principal Executive Offices) (Zip Code)
FIRST MISSISSIPPI CORPORATION 1995
LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
JAMES L. MCARTHUR, SECRETARY
FIRST MISSISSIPPI CORPORATION
P. O. BOX 1249
JACKSON, MISSISSIPPI 39215-1249
(601) 948-7550
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Proposed Maxi- Amount of
Securities to to be Maximum Offering mum Aggregate Registration
be Registered Registered Price Per Share(1) Offering Price Fee
- ------------- ---------- ------------------ -------------- --------------
<S> <C> <C> <C> <C>
Common Stock 980,000 $21.44 $21,011,200.00 $7,245.24
par value $1.00 shares(2)
</TABLE>
(1) Estimated solely for calculation of the registration fee pursuant to Rule
457(i).
(2) Subject to anti-dilution increases permitted by Rule 416.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents filed with the Commission by First
Mississippi Corporation ("the Company") are incorporated herein by
reference: (1) the Company's Annual Report on Form 10-K for the
year ended June 30, 1995, (2) Proxy Statement for the Annual
Meeting of Stockholders of the Company held on November 10, 1995,
(3) Current Report on Form 8-K dated September 24, 1995, (4) the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995, and (5) 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 8, 1974, including any
amendment or report filed for the purpose of updating such
description.
ITEM 4. Description of Securities
Not applicable.
ITEM 5. Interests of Named Experts and Counsel
Legal matters, other than those relating to tax consequences, in
connection with the securities covered by this Prospectus have
been passed upon by J. Steve Chustz, General Counsel of the
Company. Mr. Chustz also serves as General Counsel for various
subsidiaries of the Company. As of October 31, 1995, Mr. Chustz
beneficially owned 11,269 shares of the Company's Common Stock
which includes 10,000 shares of the Company's Common Stock which
Mr. Chustz has the right to acquire through the exercise of
Non-Qualified Stock Options.
The consolidated financial statements and financial statement
schedules of the Company and subsidiaries as of June 30, 1995 and
1994 and for each of the years in the three-year period ended June
30, 1995, 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. To the extent
that KPMG Peat Marwick LLP audits and reports on financial
statements of the Company and 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.
ITEM 6. Indemnification of Directors and Officers
As permitted by Mississippi law, the stockholders of the Company,
at the Annual Meeting of Stockholders on November 7, 1985, adopted
a resolution providing for indemnification of
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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 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 cannot be
terminated or altered by amendment of the 1985 resolution.
ITEM 7. Exemption from Registration Claimed
Not applicable.
ITEM 8. Exhibits
4.1 First Mississippi Corporation 1995 Long-Term Incentive
Plan was included as Exhibit A to the Company's Proxy
Statement filed in connection with the Annual Meeting of
Stockholders held on November 10, 1995, and is
incorporated by reference.
5.1 Opinion of J. Steve Chustz as to legality of securities
being registered.
23.1 Consent of J. Steve Chustz is contained within the opinion
of counsel filed as Exhibit 5.1.
23.2 Consent of KPMG Peat Marwick LLP.
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ITEM 9. Undertakings
(a) 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
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate,
represent a fundamental change in the
information set forth in the 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 statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form
S-8 or Form F3 and the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to
the Commission 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-effective 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 registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes 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 incorporated 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.
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(h) 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 foregoing 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.
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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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Jackson, State of Mississippi, on November 10,
1995.
FIRST MISSISSIPPI CORPORATION
BY: /s/ J. Kelley Williams
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J. Kelley Williams, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ J. Kelley Williams Chairman of the Board November 10, 1995
- ---------------------- of Directors, President,
J. Kelley Williams Chief Executive Officer
and Director
/s/ Thomas G. Tepas President and November 10, 1995
- ------------------- Chief Operating Officer
Thomas G. Tepas
/s/ R. Michael Summerford Vice President and Chief November 10, 1995
- ------------------------- Financial Officer
R. Michael Summerford (Principal Financial
Officer)
/s/ Troy B. Browning Controller November 10, 1995
- -------------------- (Principal Accounting
Troy B. Browning Officer)
/s/ Richard P. Anderson Director November 10, 1995
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Richard P. Anderson
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Paul A. Becker Director November 10, 1995
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Paul A. Becker
/s/ James W. Crook Director November 10, 1995
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James W. Crook
/s/ James E. Fligg Director November 10, 1995
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James E. Fligg
/s/ Robert P. Guyton Director November 10, 1995
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Robert P. Guyton
/s/ Charles P. Moreton Director November 10, 1995
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Charles P. Moreton
/s/ Paul W. Murrill Director November 10, 1995
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Paul W. Murrill
/s/ William A. Percy, II Director November 10, 1995
- ------------------------
William A. Percy, II
/s/ Maurice T. Reed, Jr. Director November 10, 1995
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Maurice T. Reed, Jr.
/s/ Leland R. Speed Director November 10, 1995
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Leland R. Speed
/s/ R. Gerald Turner Director November 10, 1995
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R. Gerald Turner
</TABLE>
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Index to Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
- ---------- -----------
<S> <C>
4.1 First Mississippi Corporation 1995 Long-Term Incentive Plan was
included as Exhibit A to the Company's Proxy Statement filed in
connection with the Annual Meeting of Stockholders held on
November 10, 1995, and is incorporated by reference.
5.1 Opinion of J. Steve Chustz as to legality of securities being registered.
23.1 Consent of J. Steve Chustz is contained within the opinion of counsel filed as Exhibit 5.1.
23.2 Consent of KPMG Peat Marwick LLP.
</TABLE>
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Exhibit 5.1 and 23.1
November 10, 1995
Board of Directors
First Mississippi Corporation
700 North Street
Jackson, Mississippi 39202-3095
RE: Opinion Letter
Gentlemen:
I currently serve as General Counsel for First Mississippi Corporation
(hereinafter called the "Company"), a Mississippi corporation. In connection
with the preparation of the Company's Form S-8 Registration Statement (the
"Registration Statement") covering 980,000 shares of its Common Stock ($1.00
par value) which may be offered under the First Mississippi Corporation 1995
Long-Term Incentive Plan (the "Plan"), I have examined and am familiar with the
Company's Articles of Incorporation, as amended, its By-Laws, as amended, the
Plan, the Registration Statement, applicable resolutions passed by the
Company's Board of Directors, and with such other documents and questions of
law as I have deemed necessary or appropriate for the purposes of this opinion.
I am of the opinion, based upon such examination that the 980,000 shares of its
Common Stock ($1.00 par value) covered by the said Registration Statement have
been duly authorized by all necessary corporate action and, when issued, in
accordance with the terms and conditions of the Plan and the instruments
governing their issuance, will be fully paid and non-assessable.
This opinion is limited solely to the laws of the State of Mississippi and the
laws of the United States, and I express no opinion herein concerning the laws
of any other jurisdiction.
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Board of Directors
November 10, 1995
Page 2
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me and to my opinion in the
Registration Statement.
Sincerely yours,
FIRST MISSISSIPPI CORPORATION
/s/ J. Steve Chustz
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J. Steve Chustz
General Counsel
JSC:jb
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
First Mississippi Corporation:
We consent to the use of our reports dated September 8, 1995, on the
consolidated financial statements and financial statement schedule of First
Mississippi Corporation and consolidated subsidiaries as of June 30, 1995 and
1994, and for each of the years in the three-year period ended June 30, 1995,
incorporated herein by reference and to the reference to our firm under the
heading "Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
Jackson, Mississippi
November 9, 1995
