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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, 33-57799, and 33-64239
PROSPECTUS FILED PURSUANT TO RULE 424(b)(3)
1,490,840 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 Chicago Stock Exchange, and the Pacific Stock Exchange. On
October 22, 1996, the closing price on the New York Stock Exchange for the
Common Stock was $28.00 per share.
The 1,490,840 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 22, 1996.
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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
Chicago 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 1,490,840 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, 1988 Long-Term Incentive Plan or 1995 Long-Term Incentive Plan. This
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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,
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, the1988 Long-Term Incentive Plan, and the 1995 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 14, 1996 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, the 1988 Long-Term Incentive Plan, and the 1995
Long-Term Incentive Plan 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 CompanyCommon Stock Bene- Pursuant to Pursuant to this
Name for Last 3 Years (1) ficially Owned (2) this Prospectus Prospectus are Sold
- --------------------- ----------------------- ------------------ --------------- ----------------------
<S> <C> <C> <C> <C>
Daniel P. Anderson Vice President, Health, 30,653 24,581 6,072*
Safety & Environmental
Affairs
Robert B. Barker Vice President, Corporate 31,662 21,090 10,572
Development & Acquisitions
J. Steve Chustz General Counsel 32,772 31,501 1,271*
James W. Crook Director; Member of 118,287 115,887 -*
Committee on Director Affairs
Roger L. Dillon Assistant to Chairman of the 13,400 12,669 731*
Board of the Company
Charles R. Gibson President of wholly owned 42,132 33,835 8,297*
subsidiary
Samir A. Hakooz President of wholly owned 15,340 13,470 1,870*
subsidiary
James L. McArthur Secretary and Manager, 7,257 6,289 968*
Investor Relations
Scott A. Martin President of wholly owned 8,800 4,150 4,650
subsidiary
Terry L. Moore President of wholly owned 14,243 7,313 6,930*
subsidiary
George M. Simmons President of wholly owned 23,743 23,500 243*
subsidiary
R. Michael Summerford Vice President and 103,868 103,322 546*
Chief Financial Officer
Thomas G. Tepas President and Chief 71,331 69,572 1,759*
Operating Officer
J. Kelley Williams Chairman and Chief 1,248,065 1,023,661 224,404 (1.09%)
Executive Officer
</TABLE>
___________________________________________
(1) Certain Selling Stockholders also serve as an officer and/or director of
various subsidiaries of the Company.
(2) Numbers provided as available as of October 14, 1996.
* 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, 1996; (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 February 22, 1995. 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
related to the Company's 1969 Qualified Stock Option Plan, its 1973 Stock
Option Plan, the Company's 1980 Long-Term Incentive Plan, and the Company's
1988 Long-Term Incentive Plan 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. (now "Getchell Gold Corporation"). Mr. Price has never owned more
than 1% of the outstanding shares of either Company. Legal matters in
connection with the securities covered by this Prospectus related to the
Company's 1995 Long-Term Incentive Plan were passed upon by J. Steve Chustz,
who currently serves as General Counsel of the Company and General Counsel and
director of various of its subsidiaries. Mr. Chustz now owns and at the time
of his review, owned less than 1% of the outstanding shares of the Company.
EXPERTS
The consolidated financial statements and financial statement schedule 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
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
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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 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.
