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 CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
(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(1)(2) price(2) fee(3)
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Common Shares, 125,000(4) $50.50 $6,312,500 $2,176.72
without par
value, includ-
ing related
Purchase Rights
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(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933, as amended (the "Securities Act"), on the basis
of the average of the high and low sale prices for a share of the
common stock of the registrant on the New York Stock Exchange on April
26, 1995.
(2) Estimate solely for the purpose of calculating the registration
fee.
(3) The registration fee has been calculated pursuant to Section 6(b)
of the Securities Act.
(4) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit
plan described herein.
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<PAGE>
Pursuant to Instruction E of Form S-8 with respect to the registration of
additional securities, the Registration Statement, dated November 21,
1990, of the registrant, The Mead Corporation, an Ohio corporation ("Mead"
or the "Company"), filed on Form S-8 (file No. 33-37960) and all Exhibits
thereto, are incorporated by reference in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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The following documents filed by Mead and The Mead Corporation
Employees Stock Purchase Plan (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, 1994 (Commission File No. 1-2267);
(b) Annual Report of the Plan for the year ended August 31, 1994 filed
as amendment number 3 on Form 10-K/A, dated November 22, 1994, to Mead's
Annual Report on Form 10-K for the year ended December 31, 1993
(Commission File No. 1-2267);
(c) The description of Common Shares contained in the Registration
Statements filed pursuant to Section 12 of the Securities Exchange Act of
1934 and any amendments thereto.
(d) The description of the Common Share Purchase Rights contained on
page 2 of Mead's Form 8-A dated November 13, 1986 (Commission File No. 1-
2267), as amended by Mead's Form 8 dated November 28, 1986, Mead's Form 8
dated April 23, 1987, and Mead's Form 8 dated January 22, 1988.
Additional documents, subsequently filed by Mead and the Plan pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 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 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 direc-
tor, 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
<PAGE>
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 or such determination.
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, 1994
through August 1, 1995, an insurance policy under which, subject to the
limitations described below, the insurer performs for the Registrant its
obligation of indemnifying officers and directors. The insurer is
obligated, subject to such limitations, to pay on behalf of the Registrant
amounts in excess of $500,000 to which any director or officer of the
Registrant shall be entitled by reason of his right to indemnification by
the Registrant, provided that such right to indemnification arises in
connection with the defense of any action, suit, or proceeding to which
such director or officer may be a party or with which such director or
officer may be threatened during the one year period covered by this
policy. The policy does not, of course, cover any matter which is
uninsurable under law. Such deduction $500,000 applies in respect of each
properly established claim to indemnification. If more than one claim to
indemnification arises out of the same act or interrelated acts, such
claims to indemnification will be treated as one and only one retention of
$500,000 shall be applied. The maximum liability of the insurer is
$25,000,000. Effective August 1, 1994, the Registrant purchased excess
policies providing additional annual limits of $75,000,000 through August
1, 1995.
In conjunction with the above described insurance, the Registrant
maintains insurance designed to protect the individual director or officer
against specified expenses and liabilities, including those arising out of
negligence in the performance of duty, with respect to which the
Registrant does not provide indemnification. The individual policies
contain the same maximum liability provisions as described hereinbefore
with no deductibles.
Item 8. Exhibits.
23.1 Consent of Deloitte & Touche, LLP.
23.2 Consent of KPMG Peat Marwick Thorne.
24 Powers of Attorney (included on page 4).
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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
27th day of April, 1995.
THE MEAD CORPORATION
By: STEVEN C. MASON
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Steven C. Mason
Chairman of the Board,
President 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 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.
SIGNATURES
Date: April 27, 1995 By: STEVEN C. MASON
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Steven C. Mason
Director, Chairman of the Board,
President and Chief Executive
Officer
Date: April 27, 1995 By: WILLIAM R. GRABER
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William R. Graber
Vice President and Chief
Financial Officer (principal
financial and accounting
officer)
<PAGE>
Date: April 27, 1995 By: JOHN C. BOGLE
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John C. Bogle
Director
Date: April 27, 1995 By: JOHN G. BREEN
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John G. Breen
Director
Date: April 27, 1995 By: WILLIAM E. HOGLUND
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William E. Hoglund
Director
Date: April 27, 1995 By: BARBARA C. JORDAN
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Barbara C. Jordan
Director
Date: April 27, 1995 By: JOHN A. KROL
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John A. Krol
Director
Date: April 27, 1995 By: CHARLES S. MECHEM, JR.
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Charles S. Mechem, Jr.
Director
Date: April 27, 1995 By: PAUL F. MILLER, JR.
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Paul F. Miller, Jr.
Director
Date: April 27, 1995 By: WILLIAM S. SHANAHAN
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William S. Shanahan
Director
<PAGE>
Date: April 27, 1995 By: THOMAS B. STANLEY, JR.
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Thomas B. Stanley, Jr.
Director
Date: April 27, 1995 By: LEE J. STYSLINGER, JR.
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Lee J. Styslinger, Jr.
Director
Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Dayton, and the
State of Ohio, on the dates indicated.
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
Date: April 27, 1995 By: STEVEN C. MASON
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Steven C. Mason
Member of Corporate Benefits
Committee
Date: April 27, 1995 By: RONALD F. BUDZIK
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Ronald F. Budzik
Member of Corporate Benefits
Committee
Date: April 27, 1995 By: WILLIAM R. GRABER
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William R. Graber
Member of Corporate Benefits
Committee
Date: April 27, 1995 By: ELIAS M. KARTER
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Elias M. Karter
Member of Corporate Benefits
Committee
Date: April 27, 1995 By: CHARLES J. MAZZA
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Charles J. Mazza
Member of Corporate Benefits
Committees
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
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(23.1) Consent of Deloitte & Touche, LLP 8
(23.2) Consent of KPMG Peat Marwick Thorne 9
(24) Power of Attorney 4
<PAGE>
Exhibit (23.1)
CONSENT OF INDEPENDENT AUDITORS
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We consent to the incorporation by reference in this Registration Statement of
The Mead Corporation on Form S-8 of our report dated January 26, 1995, appearing
in the Annual Report on Form 10-K of The Mead Corporation for the year ended
December 31, 1994, and of our report dated October 24, 1994, on The Mead
Corporation Employees Stock Purchase Plan for the year ended August 31, 1994,
appearing in amendment number 3 on Form 10-K/A, dated November 22, 1994, to the
Annual Report on Form 10-K of The Mead Corporation for the year ended December
31, 1993.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Dayton, Ohio
May 1, 1995
<PAGE>
Exhibit (23.2)
CONSENT OF PEAT MARWICK THORNE
------------------------------
We consent to the incorporation by reference in this Registration Statement of
The Mead Corporation on Form S-8 of our report dated January 10, 1995, on the
consolidated financial statements of Northwood Forest Industries, Ltd. for the
year ended December 31, 1994, included in the Annual Report on Form 10-K of The
Mead Corporation for the year ended December 31, 1994.
KPMG PEAT MARWICK THORNE
KPMG Peat Marwick Thorne
Vancouver, Canada
May 1, 1995
