SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [ ]
Filed by a party other than the registrant [X]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
The Mead Corporation
(Name of Registrant as Specified in Its Charter)
David L. Santez
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction
applies:
N/A
(2) Aggregate number of securities to which transactions applies:
N/A
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount previously paid:
N/A
(2) Form, schedule or registration statement no.:
N/A
(3) Filing party:
N/A
(4) Date filed:
N/A
<PAGE>
The Mead Corporation
World Headquarters
Courthouse Plaza Northeast
Dayton, Ohio 45463
Telephone: 513-495-6323
April 3, 1994
IF YOU HAVE RECENTLY
SENT IN YOUR PROXY PLEASE
DISREGARD THIS LETTER
To the Holders of Common Shares of
THE MEAD CORPORATION
A REMINDER
The Mead Annual Meeting of Shareholders is to be held Thursday, April 27, 1995.
We have previously sent you a Notice of Meeting, Proxy Statement and Proxy as
well as an Annual Report.
Your signed Proxy is IMPORTANT, whether your holding is large or small. In the
---------
event you have misplaced your proxy card, a duplicate is enclosed for your
convenience. You need simply to fill it out, sign it, and mail it in the
enclosed, postage paid envelope today.
Thank you for your interest and cooperation.
Very truly yours,
STEVEN C. MASON
Steven C. Mason
Chairman and
Chief Executive Officer
<PAGE>
THE MEAD CORPORATION
Annual Meeting of Shareholders, April 27, 1995
The undersigned holder of Common Shares of THE MEAD CORPORATION, an
Ohio corporation (hereinafter referred to as the "Company"), hereby appoints S.
C. Mason, Paul F. Miller, Jr. and Barbara C. Jordan, and each of them, attorneys
of the undersigned, with power of substitution, to vote all of the Common Shares
of the undersigned entitled to vote at the Annual Meeting of the Company to be
held at the Blair Auditorium, Sinclair Community College, 444 West Third Street,
Dayton, Ohio on Thursday, April 27, 1995 at 11:00 a.m. and at any and all
adjournments of such meeting, upon the matters set forth on the reverse side
hereof, and in their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO INSTRUCTION IS INDICATED, THE
SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE DIRECTORS.
IN THE EVENT OF CUMULATIVE VOTING FOR DIRECTORS, EXCEPT AS OTHERWISE INDICATED
BY THE UNDERSIGNED, A VOTE FOR THE NOMINEES LISTED HEREIN WILL GIVE THE
PROXYHOLDERS DISCRETIONARY AUTHORITY TO CUMULATE ALL VOTES TO WHICH THE
UNDERSIGNED IS ENTITLED AND TO ALLOCATE THEM IN FAVOR OF ANY ONE OR MORE OF THE
NOMINEES, AS THE PROXYHOLDERS DETERMINE.
(CONTINUED AND TO BE VOTED AND SIGNED ON REVERSE SIDE) SEE REVERSE
SIDE
<PAGE>
Please mark
[X] votes as in
this example.
________________________________________________
|THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR|
|PROPOSALS NO. 1: ---|
- ------------------------------------------------
1. Election of Directors to serve until the Annual Meeting
in the year 1998.
Nominees: John G. Breen, Charles S. Mechem, Jr. and
Thomas B. Stanley, Jr.
FOR WITHHELD
ALL FROM ALL
[ ] NOMINEES [ ] NOMINEES
[ ]
- --------------------------------------------- MARK HERE
For all nominees except as noted above FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT
____________________________________________
|THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE|
|AGAINST PROPOSALS NO. 2 and 3: |
|------- |
- --------------------------------------------
FOR AGAINST ABSTAIN
2. Shareholder Proposal on [ ] [ ] [ ]
Declassification of Board.
3. Shareholder Proposal on [ ] [ ] [ ]
Severance Agreements with
Executive Officers.
Receipt is acknowledged of Notice of the Annual
Meeting and Proxy Statement relating thereto.
Shareholders should date this proxy and sign exactly
as name appears hereon. If stock is held jointly,
both owners should sign this proxy. Executors,
administrators, trustees, guardians and others signing
in a representative capacity should indicate the
capacity in which they sign.
Please mark, date, sign and return the proxy cardpromptly
using the enclosed envelope.
Signature:________________________ Date:____________
Signature:________________________ Date:____________
