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Previous Registration Numbers - 2-54048, 2-74337, 2-93584, 33-512, 33-9106,
33-17483, 33-24413, 33-26895, 33-31343, 33-33135, 33-37084, 33-39137,
33-43600, 33-45344, 33-56026, 33-5779
PROSPECTUS PURSUANT TO RULE 424(b)(3)
1,061,332 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 October 16, 1995, the closing
price on the New York Stock Exchange for the Common Stock was $39.875 per
share.
The 1,061,332 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 October 17, 1995.
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TABLE OF CONTENTS
<TABLE>
Page
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<S> <C>
Available Information 2
The Offering 2
Selling Stockholders 3
Incorporation of Certain Documents by Reference 5
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 1,061,332 Shares covered by this Prospectus are Shares of
Common Stock acquired by the Selling Stockholders upon exercise of stock
options granted pursuant to the 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
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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, but, as described below, use of this
Prospectus is not the exclusive way such Shares may be resold by the Selling
Shareholders. 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.
The Shares covered by this Prospectus may be sold from time to
time by the Selling Stockholders 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. In
addition, any Shares covered by this Prospectus which qualify for sale pursuant
to Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus.
The Selling Stockholder also may pledge the shares registered
hereunder to a broker, dealer or other entity, and upon a default the broker,
dealer or other entity may effect sales of the pledged shares pursuant to Rule
144.
Brokers, dealers or agents may receive compensation in the form
of commissions, discounts or concessions from Selling Stockholders in amounts
to be negotiated in connection with the sale. Such brokers, dealers and any
others participating in the resales of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), in connection with such sales, any such commission,
discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act.
All costs, expenses and fees in connection with the
registration of the Shares will be borne by the Company. Commissions and
discounts, if any, attributable to the sales of the Shares by the Selling
Stockholders will be borne by the Selling Stockholders. The Selling
Stockholders may agree to indemnify any broker, dealer or agent that
participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act.
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 October 12, 1995 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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<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 for Last 3 Years (1) ficially Owned (2) this Prospectus(3) Prospectus are Sold
- ---- ------------------------ ------------------- ------------------ ---------------------
<S> <C> <C> <C>
Daniel P. Anderson Vice President, Health, 4,763 12,100 2,263*
Safety & Environmental
Affairs
Robert B. Barker President of wholly owned 9,906 9,200 706*
subsidiary
J. Steve Chustz General Counsel 11,269 14,100 1,269*
James W. Crook Director; Member of 120,787 50,000 70,787*
Committee on Director Affairs
Roger L. Dillon Assistant to Chairman of the 8,729 10,900 729*
Board of the Company
Charles R. Gibson President of wholly owned 13,446 14,428 7,718*
subsidiary
Samir A. Hakooz President of wholly owned 4,868 7,000 1,868*
subsidiary
James L. McArthur Secretary and Investor, 3,014 3,200 964*
Investor Relations
Terry L. Moore President of wholly owned 9,929 6,300 6,929*
subsidiary
George M. Simmons President of wholly owned 10, 241 10,000 241*
subsidiary
R. Michael Summerford Vice President and 70,544 80,200 544*
Chief Financial Officer
Thomas G. Tepas President and Chief - 15,200 -*
Operating Officer
O. Edward Wall Vice President 11,862 13,950 4,612*
J. Kelley Williams Chairman and Chief 1,036,811 814,754 222,057 (1.07%)
Executive Officer
</TABLE>
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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 October 13, 1995.
(3) Maximum shares offered may exceed shares beneficially owned due to recently
granted stock options eligible for exercise after February 22, 1996, but not
considered beneficially owned by definition at the date of this Prospectus.
* Less than 1%.
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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, 1995; (2) Company's Current
Report on Form 8-K, dated as of November 14, 1991, describing amendments to the
Plan and Form 8-K, dated September 24, 1995, regarding a segment spin-off; 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 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
schedule 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. 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 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
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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 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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