Registration No. 33-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
__________________________
THE MEAD CORPORATION
(Exact name of registrant as specified in charter)
__________________________
Ohio 31-0535759
(State of Incorporation) (I.R.S. Employer Identification No.)
__________________________
MEAD WORLD HEADQUARTERS
COURTHOUSE PLAZA NORTHEAST
DAYTON, OHIO 45463
(Address of principal executive offices)
__________________________
THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
(Full title of the Plan)
__________________________
George J. Maly, Jr., Secretary
The Mead Corporation
Mead World Headquarters
Courthouse Plaza Northeast
Dayton, Ohio 45463
(Name and address of agent for service)
(513) 495-6323
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per common share* price* fee
- ---------- ---------- ----------------- ---------- -----------
Common Shares, 500,000 $40.75 $20,375,000 $7,026
without par
value, includ-
ing related
Purchase Rights
- --------------------------------------------------------------------------------
* Based on the average of high and low prices for Common Shares as of
April 26, 1994.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate number of
interests (including Units consisting of cash and Common Shares to be
offered or sold pursuant to the employee benefit plan described herein.
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<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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The following documents filed by Mead and the Plan with the
Securities and Exchange Commission are incorporated herein by reference as
of their respective dates of filing:
(a) Mead's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993; and
(b) The description of Common Shares and the related Common Share
Purchase Rights contained in the Registration Statements
filed pursuant to Section 12 of the Securities Exchange Act
of 1934 (the "1934 Act") and any amendments thereto.
Additional documents, subsequently filed by Mead and the Plan
pursuant to Section 13(a), 13(c), 14 (other than pursuant to S-K 402(i),
(k) or (l)) and 15(d) of the 1934 Act prior to the filing of a post-
effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interest of Named Experts and Counsel
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Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers
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Section 2 of Article V of the Regulations of the Registrant
provides for the indemnification by the Registrant of its officers,
directors, employees and others against certain liabilities and expenses.
Such provision provides different treatment for (i) cases other than those
involving actions or suits by or in the right of the Registrant and (ii)
cases involving actions or suits by or in the right of the Registrant. In
the first category, the Registrant indemnifies each director, officer,
employee and agent of the Registrant and each person who serves another
organization at the request of the Registrant, against expenses, including
attorneys' fees, judgments, decrees, fines, penalties and amounts paid in
settlement actually and reasonably incurred by such person in connection
with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the
fact that such person is or was in such position or so serving, if such
person acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Registrant, and with respect to
any matter the subject of a criminal action, suit, or proceeding, if such
person had no reasonable cause to believe that such person's conduct was
unlawful. In the second category, the Registrant indemnifies each
director, officer, employee and agent of the Registrant and each person
who serves another organization at the request of the Registrant, against
expenses, including attorneys' fees, actually and reasonably incurred by
such person in connection with the defense or settlement of any
threatened, pending or completed action or suit by or in the right of the
Registrant to procure a judgment in its favor, by reason of the fact that
such person is or was in such position or so serving, if 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 Registrant, except that no
indemnification shall be made in respect of any matter as to which such
person has been adjudged to be liable for negligence or misconduct in the
performance of such person's duty to the Registrant unless and only to the
extent that a court determines that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses. Any
such indemnification, unless ordered by a court, may be made by the
Registrant only as authorized in the specific case upon a determination
that indemnification of such person is proper in the circumstances because
such person has met the applicable standard of conduct. Such
determination must be made (a) by a majority vote of a quorum consisting
of directors of the Registrant who were not and are not parties to or
threatened with any such action, suit, or proceeding, or (b) if such a
quorum is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by independent
legal counsel, or (c) by the shareholders, or (d) by the Court of Common
Pleas or the court in which such action, suit or proceeding was brought.
Any determination made by the disinterested directors or by independent
legal counsel must be promptly communicated to the person who threatened
or brought an action or suit by or in the right of the Registrant and such
person may, within ten days, petition an appropriate court to review the
reasonableness of such determination.
<PAGE>
To the extent that a person covered by the indemnification
provisions of the Regulations has been successful on the merits or
otherwise in defense of any action referred to above, indemnification of
such person against expenses is mandatory.
The Regulations also provide that expenses, including attorneys'
fees, amounts paid in settlement, and (except in the case of an action by
or in the right of the Registrant) judgments, decrees, fines and penalties
incurred in connection with any potential, threatened, pending or
completed action or suit by any person by reason of the fact that he is or
was a director, officer, employee or agent of the Registrant or is or was
serving another organization at the request of the Registrant may be paid
or reimbursed by the Registrant, as authorized by the Board of Directors
upon a determination that such payment or reimbursement is in the best
interests of the Board of Directors upon a determination that such payment
or reimbursement is in the best interests of the Registrant.
The Regulations also provide that, with certain limited
exceptions, a director will be liable in damages for any action he takes
or fails to take as a director only if it is proved by clear and
convincing evidence that such action or failure to act involved an act or
omission undertaken with deliberate intent to cause injury to the
Registrant or undertaken with reckless disregard for the best interests of
the Registrant. The Regulations also provide that, with certain limited
exceptions, expenses incurred by a director in defending an action must be
paid by the Registrant as they are incurred in advance of the final
disposition, if the director agrees (i) to repay such advances if it is
proved by clear and convincing evidence that his action or failure to act
involved an act or omission undertaken with deliberate intent to cause
injury to the Registrant or undertaken with reckless disregard for the
Registrant's best interests and (ii) to reasonably cooperate with the
Registrant concerning the action.
The Registrant has entered into indemnification agreements with
its directors. The agreements provide that the Registrant will promptly
indemnify each director to the fullest extent permitted by applicable law
and that the Registrant will advance expenses under the circumstances
permitted by Ohio law. The agreements also provide that the Registrant is
to take certain actions upon the occurrence of certain events which
represent a change in control of the Registrant, including establishment
of a $10 million escrow account as security for certain of the
Registrant's indemnification obligations. While not requiring the
maintenance of directors' and officers' liability insurance, the
indemnification agreements do require that the directors be provided with
the maximum coverage if such insurance is maintained and that, in the
event of any reduction in, or cancellation of, present directors' and
officers' liability insurance coverage, the Registrant will stand as self-
insurer with respect to the coverage not retained and will indemnify the
directors against any loss resulting from any reduction in, or
cancellation of, such insurance coverage. The agreements also provide
that the Registrant may not bring any action against a director more than
two years (or such shorter period as may be applicable under the law)
after the date a cause of action accrues.
<PAGE>
The Registrant purchased, effective for the period from August 1,
1993 through August 1, 1994, insurance policies under which the insurers
reimburse the Registrant, subject to the terms and conditions of the
insurance policies, for the Registrant's obligation of indemnifying
officers and directors. The insurers have agreed to reimburse the
Registrant for loss amounts arising from any claim or claims which are
first made against directors or officers of the Registrant and reported to
the insurers during the policy period for any alleged wrongful act in
their respective capacities as directors or officers of the Registrant,
but only when and to the extent that the Registrant has indemnified such
directors or officers for such loss pursuant to law, common or statutory,
or contract, or the articles of incorporation or regulations of the
Registrant which determine such rights of indemnity. This reimbursement
is in excess of a $500,000 retention for loss arising from claims alleging
the same wrongful act or related wrongful acts and is subject to a maximum
amount of $100,000,000.
In conjunction with the above described insurance, the Registrant
maintains insurance to protect the individual director or officer against
specified expenses and liabilities with respect to which the Registrant
does not provide indemnification. The individual coverage is subject to
the same maximum liability provisions as described above with no
deductible.
Item 7. Exemption form Registration Claimed
-----------------------------------
Not applicable.
<PAGE>
Item 8. Exhibits
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Exhibit Number Description
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(4.1) Amended Articles of Incorporation of
the Registrant (incorporated herein
by reference to Exhibit (3)(i) of
Registrant's Annual Report on Form
10-K for the year ended December 31,
1987).
(4.2) Regulations, as amended, of the
Registrant (incorporated herein by
reference to Exhibit (3)(ii) of
Registrant's Annual Report on Form
10-K for the year ended December 31,
1987).
(4.3) Rights Agreement dated as of November 1,
1986 between the Registrant and The
First National Bank of Cincinnati, as
Rights Agent (incorporated herein by
reference to Amendment No. 1 on Form 8,
dated November 28, 1986, and Registrant's
Current Report on Form 8-K, dated
December 9, 1988).
(8) The Registrant will submit or has submitted
the Plan and any amendment thereto to the
IRS in a timely manner and has made or will
make all changes required by the IRS in order
to qualify the Plan.
(23) Consent of Deloitte & Touche.
(24) Power of Attorney.
Item 9. Undertakings
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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 such 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 this Registration Statement;
<PAGE>
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement.
Provided, however, that Items 9(1)(i) and 9(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of the 1934 Act that
are incorporated by reference in this 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.
(4) 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 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act) that is incorporated by
reference in this 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.
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 provisions described
under Item 6 above, 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.
<PAGE>
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 Dayton, state of Ohio, on the 28th
day of April, 1994.
THE MEAD CORPORATION
By Steven C. Mason
----------------------
Steven C. Mason
Chairman and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven C. Mason, Samuel S. Benedict and
George J. Maly, Jr., and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their or his or her
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Date: April 28, 1994 By Steven C. Mason
----------------------
Steven C. Mason
Director, Chairman and
Chief Executive Officer
(principal executive officer)
<PAGE>
Date: April 28, 1994 By Samuel S. Benedict
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Samuel S. Benedict
Director, President and Chief
Operating Officer
Date: April 28, 1994 By William R. Graber
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William R. Graber
Vice President and Chief
Financial Officer
(principal financial officer)
Date: April 28, 1994 By John D. Fuller
----------------------
John D. Fuller
Controller
(principal accounting officer)
Date: April 28, 1994 By John C. Bogle
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John C. Bogle
Director
Date: April 28, 1994 By John G. Breen
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John G. Breen
Director
Date: April 28, 1994 By Vincent L. Gregory, Jr.
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Vincent L. Gregory, Jr.
Director
Date: April 28, 1994 By William E. Hoglund
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William E. Hoglund
Director
Date: April 28, 1994 By Barbara C. Jordan
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Barbara C. Jordan
Director
<PAGE>
Date: April __, 1994 By
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Charles S. Mechem, Jr.
Director
Date: April 28, 1994 By Paul F. Miller, Jr.
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Paul F. Miller, Jr.
Director
Date: April 28, 1994 By William S. Shanahan
----------------------
William S. Shanahan
Director
Date: April 28, 1994 By Thomas B. Stanley, Jr.
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Thomas B. Stanley, Jr.
Director
Date: April 28, 1994 By Lee J. Styslinger
----------------------
Lee J. Styslinger
Director
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
the Corporate Benefits Committee has duly caused this Registration
Statement to be signed on behalf by the undersigned, thereunto duly
authorized, in the city of Dayton, and the state of Ohio, on the dates
indicated.
THE MEAD SAVINGS PLAN FOR BARGAINING
UNIT EMPLOYEES
Date: April 28, 1994 By Samuel S. Benedict
----------------------
Samuel S. Benedict, Member
Corporate Benefits Committee
Date: April 28, 1994 By Ronald F. Budzik
----------------------
Ronald F. Budzik, Member
Corporate Benefits Committee
Date: April 28, 1994 By William R. Graber
----------------------
William R. Graber, Member
Corporate Benefits Committee
Date: April 28, 1994 By Steven C. Mason
----------------------
Steven C. Mason, Member
Corporate Benefits Committee
Date: April 28, 1994 By Charles J. Mazza
----------------------
Charles J. Mazza, Member
Corporate Benefits Committee
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Number Description Page Number
- -------------- ----------- -----------
(4.1) Amended Articles of Incorporation of
the Registrant (incorporated herein
by reference to Exhibit (3)(i) of
Registrant's Annual Report on Form
10-K for the year ended December 31,
1987).
(4.2) Regulations, as amended, of the
Registrant (incorporated herein by
reference to Exhibit (3)(ii) of
Registrant's Annual Report on Form
10-K for the year ended December 31,
1987).
(4.3) Rights Agreement dated as of November 1,
1986 between the Registrant and The
First National Bank of Cincinnati, as
Rights Agent (incorporated herein by
reference to Amendment No. 1 on Form 8,
dated November 28, 1986, and Registrant's
Current Report on Form 8-K, dated
December 9, 1988).
(8) The Registrant will submit or has submitted
the Plan and any amendment thereto to the
IRS in a timely manner and has made or will
make all changes required by the IRS in order
to qualify the Plan.
(23) Consent of Deloitte & Touche.
(24) Power of Attorney.
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the incorporation by reference in this Registration
Statement of The Mead Corporation on Form S-8 of our report dated
January 27, 1994, appearing in the Annual Report on Form 10-K of The Mead
Corporation for the year ended December 31, 1993.
DELOITTE & TOUCHE
DELOITTE & TOUCHE
Dayton, Ohio
April 27, 1994
FRMS8\SALSAV.PLN
042994
