Supplement Dated
April 1, 1994
SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 22, 1987
$200,000,000
THE MEAD CORPORATION
6-3/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2012
This Supplement contains additional information regarding The Mead
Corporation's ("Mead") $200,000,000 aggregate principal amount of 6-3/4%
Convertible Subordinated Debentures due 2012 (the "Debentures"), and should be
read in conjunction with the accompanying prospectus, dated September 22, 1987
(the "Prospectus"), issued in connection with the Debentures. All terms used in
this Supplement have the same meanings used in the Prospectus.
The Debentures are convertible into Mead's Common Shares, at any time
at or before maturity, unless previously redeemed, at a conversion price of
$52.85 per share, subject to adjustment in certain events. On March 30, 1994,
the last reported sale price of a Common Share on the New York Stock Exchange
was $41-5/8. The Debentures are listed on the New York Stock Exchange.
The Debentures are redeemable for cash at any time at the option of
Mead in whole or in part, at the redemption prices set forth in the accompanying
Prospectus, together with accrued interest. The Debentures provide for annual
mandatory sinking fund payments equal to 5% of the aggregate principal amount
of the Debentures originally issued, commencing September 15, 1998, calculated
to retire 70% of the principal amount of the Debentures prior to maturity. The
Debentures are unsecured obligations of Mead and are subordinated to all Senior
Indebtedness of Mead. See "Description of Debentures" in the accompanying
Prospectus.
Mead has from time to time purchased Debentures in the open market at
market prices. As of April 1, 1994, $139 million aggregate principal amount of
Debentures remain outstanding.
SUCCESSOR TRUSTEE
Effective April 1, 1994, in connection with the decision of Morgan
Guaranty Trust Company of New York ("Morgan Guaranty") to discontinue its
corporate trust business, Morgan Guaranty resigned as the trustee under the
Indenture relating to the Debentures, and Mead's Board of Directors appointed
Citibank, N.A. ("Citibank") as the trustee under the Indenture, effective on the
same date.
Citibank acts as trustee for certain tax-exempt bonds guaranteed by Mead,
is a participant in Mead's revolving credit arrangements and may in the future
act as a trustee for debt (including Senior Indebtedness) issued by Mead.
Mead has other banking relationships with Citibank in the ordinary course of
business.
Citibank, as trustee, will also act as Paying Agent, Registrar, Conversion
Agent and Authenticating Agent under the Indenture. Principal of and premium
(if any) and interest on the Debentures will be payable, and the Debentures will
be convertible and exchangeable, and transfers will be registrable, at the
corporate trust office of the Citibank at 111 Wall Street, Corporate Trust
Services, 5th Floor, New York, NY 10043, and at such other office or agency of
Mead as may be maintained for such purpose; provided that, at the option of
Mead, payment of interest may be made by check mailed to the address of the
person entitled thereto as such address appears in the Security Register.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Securities and Exchange
Commission are incorporated in this Prospectus by reference as of their
respective dates:
(a) Mead's Annual Report on Form 10-K for the Company's fiscal year
ended December 31, 1993; and
(b) The description of Mead's Common Shares and the related
Common Share purchase rights contained in Mead's Registration Statement filed
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
("Exchange Act") and all amendments thereto or reports filed for the purpose of
updating such description.
All documents filed by Mead pursuant to Sections 13(a), 13(c), 14 (other
than Items 402(k) and 402(l) under Regulation S-K) or 15(d) of the Exchange Act
after the date hereof shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Supplement and the accompanying Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modified or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Supplement and the accompanying Prospectus.
The date of this Supplement to the Prospectus is April 1, 1994.
