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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 1994
THE MEAD CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 1-2267 31-0535759
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
MEAD WORLD HEADQUARTERS
COURTHOUSE PLAZA NORTHEAST
DAYTON, OHIO 45463
(Address of principal executive offices)
513-495-6323
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
The Mead Corporation (the "Company") announced on May 16, 1994,
that its Board of Directors has made a strategic decision to focus the
Company's efforts on growing its core forest products business: paper,
pulp, packaging and paperboard, and distribution and school & office
products. Accordingly, the Company plans to divest Mead Data Central
("MDC"), its electronic information services division. The Company
believes that a sale of MDC is the most likely alternative, but other
options will also be considered. Goldman, Sachs & Co. has been retained
to assist the Company in its evaluation of the divestiture alternatives.
Attached hereto as Exhibit 1.1 is a press release dated May 16,
1994 detailing the above, which is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
1.1 Press release dated May 16, 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: May 18, 1994
THE MEAD CORPORATION
- - --------------------
(Registrant)
W. R. Graber
By ---------------------------
W. R. Graber
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number
- - -------
1.1 Press release dated May 16, 1994.
<PAGE>
Exhibit 1.1
Corporate Communications Department
Word Headquarters
Courthouse Plaza Northeast
Dayton, Ohio 45463
5130495-6323
FOR IMMEDIATE RELEASE Contacts: Elizabeth L. Russo
- - --------------------- The Mead Corporation
(513) 495-3312
Paul Verbinnen/Kris Lawas
Sard Verbinnen & Co.
(212) 687-8080
MEAD TO FOCUS ON FOREST PRODUCTS BUSINESS;
PLANS TO DIVEST MEAD DATA CENTRAL
DAYTON, OH, May 16, 1994--The Mead Corporation (NYSE: MEA) today
announced that its Board of Directors has made a strategic decision to
focus on growing Mead's core forest products business: paper, pulp,
packaging and paperboard, containerboard and distribution and school &
office products. Therefore, Mead plans to divest Mead Data Central
(MDC), the leader in electronic information best known for its
LEXIS/NEXIS(R) on-line services.
Goldman, Sachs & Co. has been retained to assist Mead in
evaluating divestiture alternatives to maximize the value of MDC for
Mead's shareowners. Mead believes a sale of MDC to a strategic buyer is
the most likely alternative, but other options will also be considered.
The divestiture is expected to be completed this year.
"This is a time of tremendous opportunity for Mead in the forest
products industry," said Steven C. Mason, Chairman and Chief Executive
Officer of Mead. "We believe we can maximize shareowner value by
devoting all of our resources to what we know best. We also believe
this is the ideal time to unlock the value of the LEXIS/NEXIS(R) franchise
for the benefit of our shareowners.
"The decision to divest MDC--a unique asset in a rapidly
developing industry--is a difficult one. We have grown it since 1968
from a small legal database into the world's premier provider of on-line
legal information and the pioneer in computer-assisted news retrieval.
The LEXIS/NEXIS(R) names are two of the most recognized and valuable brand
names in business today. MDC is performing well and, in this
information age, has substantial growth ahead of it. However, we are
convinced that its growth potential--as we as opportunities for its
employees--can best be realized independent of Mead."
He added, "In a sale scenarios, we would use after-tax proceeds to
continue strengthening Mead's competitive position in our core business.
We are evaluating several possible uses, including focused acquisitions,
further productivity and quality improvements, debt reduction and a
stock buy-back. Mead's Board and management are fully committed to
increasing shareowner value in the near- and long-term."
Mead's focus on productivity improvements and emphasis on high-
end, value-added paper and packaging products has worked to increase
profitability in a cyclical business. Noting that Mead's core business
performed well relative to peers in 1993 and the first quarter of 1994--
a difficult period for the industry--Mason said: "At the beginning of an
up cycle in our business, we are well positioned for strong sales and
improving profitability in the U.S. and overseas."
With offices and operations in 30 countries, Mead is one of the
world's leading manufacturers of forest products. In 1993, Mead had net
income of $124.1 million on revenues of $4.8 billion. In the first
quarter of 1994, Mead had net income of $27.6 million on revenues of
$1.2 billion, up 8% and 2% respectively over the previous year.
Mead's Business
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Paper
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o Mead Publishing Paper provides book and magazine publishers,
catalog printers and commercial printers with more than 500,000
tons of medium-weight coated paper each year. The division has
developed a full line of recycled book and glossy grades in
response to customer interest.
o Mead Fine Paper produces both coated and uncoated paper for
business, printing and specialty uses. The division is also a
leading producer of carbonless paper.
o Mead Specialty Paper manufacturers saturating papers for use in
decorative laminates used in commercial and home construction,
remodeling and furniture. It also manufactures specialty grades
for use in various industrial applications, including automobiles.
o Gilbert Paper products high-quality communications papers,
including cotton-content bonds, and specialty text and cover
papers.
Packaging and Paperboard
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o Mead Packaging is a leading supplier of multiple beverage
packaging and packaging systems. It also provides multiple
packages of food and other products. Customers include large and
small brewers, soft drink bottlers, food and other consumer
products companies.
o Mead Coated Board manufacturers coated paperboard for use in
multiple packaging and folding cartons. Customers include folding
carton manufacturers in North America, Europe and Asia, in
addition to Mead Packaging's worldwide business.
o Mead Containerboard produces corrugating medium used in shipping
containers and operates eight corrugated container plants.
Distribution and School & Office Products
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o Zellerbach distributes paper, packaging materials and machines,
and industrial/commercial supplies in 65 local markets throughout
the United States.
o Mead School & Office Products is the nation's largest manufacturer
of school supplies. It also provides stationery products for home
and office use, and is an industry leader in fashion and product
design.
Wood & Pulp
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o Northwood Investees (50%-owned): Northwood Forest Industries Ltd.
in Canada and Northwood Panelboard Company in the U.S. produce
pulp, lumber and oriented structural board for a global market.
Mead and Noranda Forest Inc., a leading Canadian forest products
company, each have a 50% share in both companies. Northwood
Forest Industries operates one of the world's largest bleached
softwood kraft pulp mills, five saw mills, a plywood plant and
wood treatment plant. It is a major supplier of northern softwood
pulp to Mead's U.S. paper mills and Noranda's Canadian mills.
Northwood Panelboard's oriented structural board plant in Bemidji,
Minnesota is one of the lowest-cost producers in the country.
o Wood Resources: Mead owns or controls more than 1.3 million acres
of timberlands in the United States. These lands supply
approximately 16% of Mead's wood requirements.
Mead Data Central (to be divested)
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Mead Data Central, which was acquired by Mead for $6 million in
1968, is the world's largest provider of on-line information services
for legal, news and financial information and a major force in the
electronic publishing market. Hundreds of thousands of people are
active users of the company's on-line services, legal print and CD-ROM
products, electronic publishing software, and productivity software.
MDC's on-line databases contain millions of documents from over 4,000
news, business, financial and law-related sources.
MDC pioneered the field of computer-assisted research in the early
1970s with its LEXIS/NEXIS(R) service. It has maintained its leadership
role in the industry through continual expansion of its databases into
legal, news, financial and public records, as well as through strategic
alliances and investments in new information management technologies.
As part of its strategy to expand and enhance information for
customers and to integrate with customer environments, MDC has recently
made targeted investments in key information-related technologies and
applications. In 1988, The Michie Company was acquired to expand legal
content and is now leading MDC'S services in CD-ROM publishing. The
1989 acquisition of Jurisoft, a legal software provider, has helped
dramatically improve users' productivity and quality in compiling and
verifying legal research. In 1993, MDC purchased Folio Corporation, a
Utah-based pioneer in the development of PC and LAN-based electronic
publishing software. Today, Folio's software is used by many companies
to manage mission-critical internal information and by publishers to
electronically publish on CD-ROM.
MDC is setting a new standard for efficiency and ease of use in
database searching. Recent developments include an improved graphic
interface, which takes full advantage of Microsoft's Windows(TM)
technology, and MDC's innovative FREESTYLE(TM) feature, which allows users
to search using plain English rather than traditional search commands.
In expanding the variety of services it offers, MDC has entered
into strategic marketing and product joint ventures with providers of
various PC-based technologies, including AT&T, WordPerfect Corp., Lotus
Development Corp., American Lawyer Media, and General Magic. General
Magic, a multimedia software company whose partners include AT&T,
Matsushita, Apple, Sony, Motorola and Philips, is developing a personal
information "appliance" for electronic communications and information
retrieval. In addition, MDC and Disclosure Incorporated have just
announced plans to offer jointly a series of products utilizing
Securities & Exchange Commission filings, including data from its
Electronic Data Gathering, Analysis and Retrieval (EDGAR) system.
8-K\FORM8-K
051694
