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: November 13, 1996
THE MEAD CORPORATION
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(Exact name of registrant as specified in its charter)
OHIO 1-2267 31-0535759
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
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Mead World Headquarters,
Courthouse Plaza Northwest, Dayton, OH 45463
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(Address of principal executive offices) (Zip Code)
(513) 495-6323
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On November 9, 1996, the Board of Directors of The
Mead Corporation (the "Company") approved the extension of
the benefits afforded by the Company's existing Shareholders
Rights Plan by adopting a new Shareholders Rights Plan. The
new Plan, like the existing Plan, is intended to promote
continuity and stability, deter coercive or partial offers
which will not provide full and fair value to all
shareholders and enhance the Board of Directors' ability to
represent all shareholders and thereby maximize shareholder
value.
Pursuant to the new Rights Agreement between the
Company and The First National Bank of Boston, as Rights
Agent (the "1996 Rights Agreement"), one right ("Right") will
be issued for each Common Share, without par value, of the
Company outstanding at the close of business on November 14,
1996. Each of the new Rights will entitle the registered
holder to purchase from the Company one Common Share, at a
price of $200. The Rights generally will not become
exercisable unless and until, among other things, any person
acquires 20% or more of the outstanding Common Shares or any
person acquires 10% or more and is found to be an Adverse
Person (as defined in the 1996 Rights Agreement). The new
Rights are generally redeemable at $0.01 per Right at any
time until 10 days following a public announcement that a 20%
or greater position in the Company's Common Shares has been
acquired or a person is found to be an Adverse Person and
will expire, unless earlier redeemed or extended, on
November 14, 2006.
A description of the new Rights is set forth in the
1996 Rights Agreement, a copy of which is filed herewith and
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
1 Rights Agreement, dated as of November 9,
1996, between The Mead Corporation and
First National Bank of Boston, which
includes as Exhibit A thereto, the Form
of Rights Certificate (incorporated by
reference to the Registrant's Form 8-A
dated November 13, 1996).
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, thereunto duly
authorized.
THE MEAD CORPORATION
(Registrant)
BY: /s/ William R. Grayber
Name: William R. Grayber
Title: Vice President and
Chief Financial
Officer
Dated: November 13, 1996
INDEX TO EXHIBITS
Exhibit No. Description Page
1 Rights Agreement, dated as of 5
November 9, 1996, between The Mead
Corporation and First National
Bank of Boston, which includes as
Exhibit A thereto, the Form of
Rights Certificate (incorporated
by reference to the Registrant's
Form 8-A dated November 13, 1996).
