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File No.33_-____________
As filed with the Securities and Exchange Commission on October 10, 1996.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
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
401(K) SAVINGS 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(1) Price Per Share(2) Offering Price Fee
- ------------- ------------- ------------------ -------------- ---
<S> <C> <C> <C> <C>
Common Stock 100,000 $27.4375 $2,743,750 $831.44
par value $1.00 shares(3)
</TABLE>
(1) Previous Registration Statements have registered shares of First
Mississippi Corporation ("First Mississippi") Common Stock offered under
the First Mississippi Corporation 401(K) Savings Plan (the "Plan"), as
well as interests in the Plan itself. This supplement Registration
Statement is being filed to register additional shares of First
Mississippi Common Stock that may be purchased under the Plan with
employee and employer contributions. In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this Registration Statement also covers
an indeterminate amount of interests to be offered and sold pursuant to
the Plan.
(2) Estimated solely for calculation of the registration fee pursuant to Rule
457(i) under the Securities Act of 1933 and based on the average of the
high and low sale prices of First Mississippi Common Stock on the New York
Stock Exchange on October 8, 1996.
(3) 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, 1996, (2) Annual Report of the First Mississippi
Corporation 401K Savings Plan ("the Plan") on Form 11-K for the Plan
year ended June 30, 1995, (3) Current Report on Form 8-K, filed on
September 9, 1996, and (4) 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
The consolidated financial statements of the Company and subsidiaries
as of June 30, 1996 and 1995 and for each of the years in the
three-year period ended June 30, 1996, which are incorporated herein
by reference, have been incorporated herein in reliance upon the
report, 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 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
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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
In lieu of certain exhibit requirements the registrant undertakes
that it will submit or has submitted the plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner
and has made or will make all changes required by the IRS in order to
qualify the plan.
4.1 Articles IV, VIII, IX and X of the Company's Articles of
Incorporation, as amended, and the Statements of Resolutions
establishing the Company's 1982-A, 1982-B, 1982-C, 1982-D, 1983-A,
1984-A, 1984-B, 1985-A, 1986-A, 1987-A, 1988-A, 1988-1, 1989-A,
1989-1, 1989-2, 1990-1, 1991-1, 1991-2, 1992-1, and 1994-1 Series
Convertible Preferred Stock and the Company's Series X Junior
Participating Preferred Stock are incorporated herein by reference
from the Company's Articles of Incorporation filed as Exhibit 3(a) to
the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996.
4.2 Articles II, V and VI of the Company's Bylaws were filed as Exhibit
3(b) to the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1996, and are incorporated herein by reference.
4.3(a) Amended and Restated Rights Agreement between the Company and
Ameritrust Company National Association was filed as Exhibit 1 to
Item 7 of the Company's Current Report on Form 8-K, dated February
28, 1989, and is incorporated herein by reference.
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4.3(b) Rights Agreement between the Company and Society National Bank, whose
name has now been changed to KeyCorp Shareholder Services, Inc.,
dated February 27, 1996, was filed as Exhibit 4.1 to Item 7 of the
Company's Form 8-K dated April 12, 1996, and is incorporated herein
by reference.
4.4(a) The First Mississippi Corporation 401-K Thrift Plan, as amended and
restated on February 13, 1986 (the "Amended and Restated Plan"), was
filed as Exhibit 4.3 to Post-Effective Amendment No. 2 to the
Company's Registration Statement on Form S-8 (Registration No.
2-93585) filed with the Commission on October 28, 1986, and is
incorporated herein by reference.
4.4(b) Amendment No. 1, dated May 22, 1987, to the Company's Amended and
Restated Plan was filed on May 29, 1987 as Exhibit 4.4 to
Post-Effective Amendment No. 3 to the Company's Registration
Statement on Form S-8 (Registration No. 2-93585), and is incorporated
herein by reference.
4.4(c) Amendment No. 2, dated September 22, 1988, to the Company's Amended
and Restated Plan was filed as Exhibit 4(e) to the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1988, and is
incorporated herein by reference.
4.4(d) Amendment No. 3 dated November 14, 1991, to the Company's Amended and
Restated Plan was filed as Exhibit 4(b) to Item 7 of the Company's
Form 8-K dated November 14, 1991, and is incorporated herein by
reference.
4.4(e) Amendment No. 4 dated May 12, 1992, to the Company's Amended and
Restated Plan was filed as Exhibit 4(g) to the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1993, and is
incorporated herein by reference.
4.4(f) The First Mississippi Corporation 401-K Savings Plan, as amended and
restated effective July 1, 1989, was filed as Exhibit 4 to the
Company's Form 8-K dated June 13, 1994, and is incorporated herein by
reference.
5.1 Determination letter, dated April 14, 1986, from the IRS regarding
the First Mississippi Corporation 401-K Thrift Plan is incorporated
herein by reference to Post-Effective Amendment No. 2 to the
Company's Registration Statement on Form S-8 (Registration No.
2-93585) filed with the Commission on October 28, 1986.
5.2 Determination letter, dated December 17, 1987, from the IRS regarding
the First Mississippi Corporation 401-K Thrift Plan is incorporated
herein by reference to Exhibit5.4(b) to Post-Effective Amendment No.
4 to the Company's Registration Statement on Form S-8 (Registration
No. 33-24414) filed with the Commission on September 28, 1988.
5.3 Determination letter dated April 24, 1996, from the IRS regarding the
First Mississippi Corporation 401-K Savings Plan.
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23. Consent of KPMG Peat Marwick LLP.
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 October 7, 1996.
FIRST MISSISSIPPI CORPORATION
BY: /s/ J. Kelley Williams
-------------------------------
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ J. Kelley Williams Chairman of the Board October 7, 1996
- ------------------------ of Directors, Chief
J. Kelley Williams Executive Officer and
Director
/s/ Thomas G. Tepas President and October 7, 1996
- ------------------------ Chief Operating Officer
Thomas G. Tepas
/s/ R. Michael Summerford Vice President and Chief October 7, 1996
- ------------------------ Financial Officer
R. Michael Summerford (Principal Financial
Officer)
/s/ Troy B. Browning Controller October 7, 1996
- ------------------------ (Principal Accounting
Troy B. Browning Officer)
/s/ Richard P. Anderson Director October 7, 1996
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Richard P. Anderson
/s/ Paul A. Becker Director October 7, 1996
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Paul A. Becker
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/s/ James W. Crook Director October 7, 1996
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James W. Crook
/s/ James E. Fligg Director October 7, 1996
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James E. Fligg
/s/ Robert P. Guyton Director October 7, 1996
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Robert P. Guyton
/s/ Charles P. Moreton Director October 7, 1996
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Charles P. Moreton
/s/ Paul W. Murrill Director October 7, 1996
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Paul W. Murrill
/s/ William A. Percy, II Director October 7, 1996
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William A. Percy, II
/s/ Leland R. Speed Director October 7, 1996
- ------------------------
Leland R. Speed
/s/ R. Gerald Turner Director October 7, 1996
- ------------------------
R. Gerald Turner
-8-
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Index to Exhibits
Exhibit No. Description
----------- -----------
5.3 Internal Revenue Service Determination Letter.
23 Consent of KPMG Peat Marwick LLP.
<PAGE> 1
EXHIBIT 5.3
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P. O. Box 1055
ATLANTA, GA 30370-0000
Employer Identification Number:
DATE: April 24, 1996 64-0354930
File Folder Number:
FIRST MISSISSIPPI CORPORATION 640000276
700 North Street Person to Contact:
Jacksonk, MS 39215-1249 EP/EO Customer Service Unit
Contact Telephone Number:
410-962-6058
Plan Name:
First Mississippi Corporation
401(K) Savings Plan
Plan Number: 002
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination letter is applicable for the amendment(s) adopted
on June 13, 1994.
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
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This plan satisfies the nondiscriminatory current availability requirements of
section 1.401(a)(4)-4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the
plan's coverage group. For this purpose, the plan's coverage group consists of
those employees treated as currently benefiting for purposes of demonstrating
that the plan satisfies the minimum coverage requirements of section 410(b) of
the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L.103-465.
If you have questions concerning this matter, please contact the
person whose name and telephone number are shown below.
Sincerely,
District Director
Enlosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
<PAGE> 1
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
First Mississippi Corporation:
We consent to the use of our reports dated September 6, 1996 on the
consolidated financial statements and financial statement schedule of First
Mississippi Corporation and consolidated subsidiaries as of June 30, 1996 and
1995, and for each of the years in the three-year period ended June 30, 1996,
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
October 7, 1996
