REGISTRATION NO. 333-16221
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE MEAD CORPORATION
(Exact Name of Registrant as Specified in its Charter)
OHIO 31-0535759
(State of Incorporation) (I.R.S. Employer Identification Number)
MEAD WORLD HEADQUARTERS
COURTHOUSE PLAZA NORTHEAST
DAYTON, OHIO 45463
(937) 495-6323
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
DAVID L. SANTEZ
ASSISTANT SECRETARY AND
ASSOCIATE GENERAL COUNSEL
MEAD WORLD HEADQUARTERS
COURTHOUSE PLAZA NORTHEAST
DAYTON, OHIO 45463
(937) 495-6323
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. ( )
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. (X)
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering.
( )________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. ( )___________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. ( )
____________________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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PROSPECTUS
THE MEAD CORPORATION
1984 STOCK OPTION PLAN
1991 STOCK OPTION PLAN
1996 STOCK OPTION PLAN
The Mead Corporation (the "Company") is offering Common
Shares, without par value ("Common Shares"), to permitted
transferees of nonqualified stock options under the Company's
1984 Stock Option Plan (the "1984 Plan"), the Company's 1991
Stock Option Plan (the "1991 Plan") and the Company's 1996 Stock
Option Plan (the "1996 Plan"). The Company is offering to
permitted transferees 516,664 Common Shares, 1,370,279 Common
Shares and 2,180,654 Common Shares issuable upon the exercise of
stock options granted and transferred in accordance with the
terms of the 1984 Plan, the 1991 Plan and the 1996 Plan,
respectively (collectively, the "Plans"). The exercise prices of
options outstanding under the Plans on the date of this
Prospectus range from $26.625 to $58.44 per Common Share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,
AND IF GIVEN OR MADE SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY COMMON SHARES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
The date of this Prospectus is January , 1997.
THE COMPANY AND THE PLANS
GENERAL
The Company was incorporated in 1930 under the laws of
the State of Ohio as the outgrowth of a paper manufacturing
business founded in 1846, and has its principal executive offices
at Mead World Headquarters, Courthouse Plaza Northeast, Dayton,
Ohio 45463, telephone (937) 495-6323.
The purposes of the Plans are (i) to provide incentives
to officers and other key employees of the Company upon whose
judgment, initiative and efforts the long-term growth and success
of the Company are largely dependent; (ii) to assist the Company
in attracting and retaining key employees of proven ability; and
(iii) to increase the identity of interests of such key employees
with those of the Company's shareholders by providing such
employees with options to acquire Common Shares. The purposes of
the 1996 Plan are expanded to cover non-employee directors, as
well as officers and key employees of the Company.
No new options may be granted under the 1984 Plan. The
1991 Plan and the 1996 Plan authorize in the aggregate the grant
of options to acquire up to 8,000,000 Common Shares and the grant
of up to 8,000,000 limited rights (subject to adjustment in
certain circumstances). As of the date of this Prospectus,
options to acquire an aggregate of 4,187,607 Common Shares and an
aggregate of 4,193,717 limited rights remain available for grant
under the 1991 Plan and the 1996 Plan. Common Shares subject to
options that terminate or expire or are cancelled under the 1991
Plan or the 1996 Plan prior to being fully exercised may again
become subject to option under the respective Plan, and limited
rights that terminate or expire or are cancelled under the 1991
Plan or the 1996 Plan prior to being fully exercised may again be
granted under the respective Plan. Common Shares issued upon the
exercise of options granted under any of the Plans may be either
authorized and unissued shares or treasury shares.
In the event of a change in the Company's outstanding
Common Shares because of a share dividend, recapitalization,
merger, consolidation, split-up, combination or exchange of
shares or the like, the number of Common Shares subject to, and
the option price of, each outstanding option under any of the
Plans, the number of limited rights outstanding under any of the
Plans, the fair market value of a Common Share on the date a
limited right is granted, and the like shall be appropriately
adjusted by the Committee (as defined below).
Options and limited rights granted under the Plans are
subject to the terms, conditions and restrictions set forth in
the respective Plans and in the agreements entered into between
the Company and each person to whom options are granted. Copies
of the Plans are filed as exhibits to the Registration Statement
of which this Prospectus forms a part.
GRANT OF OPTIONS
Each Plan is administered by the Compensation Committee
of the Board of Directors (the "Committee"), which determines the
officers and other key employees of the Company to whom, and the
times at which, options and limited rights will be granted, as
well as the option price, the term of the option (which may not
exceed ten years from the date of grant), and the number of
Common Shares subject to each option. The Committee makes all
determinations necessary or advisable for the administration of
the Plan, and such determinations are conclusive. The Committee
also has the authority under each of the Plans, subject to
certain restrictions, to permit the transfer or assignment of any
outstanding option and related limited rights, if any, by the
option holder or to provide for any restrictions or limitation on
the exercise of options as it deems appropriate.
The 1996 Plan also provides for automatic nonqualified
stock option ("NSO") grants to eligible non-employee directors.
Each person who becomes an eligible director for the first time
receives an automatic grant of NSOs to purchase 300 Common Shares
and, thereafter, each eligible director receives automatic grants
of NSOs to purchase a number of shares determined by a formula
set forth in the Plan on each January 3 (beginning in 1997).
Such options will become fully exercisable on the first
anniversary of the date of grant and have a term of ten years.
The 1996 Plan also permits incentive stock options to
be granted with a reload feature. When an option holder
exercises an option with this feature while employed by the
Company (the "Original Option"), he or she will be granted a NSO
(the "Reload Option") on the exercise date for a number of Common
Shares equal to the number of Common Shares subject to the
Original Option being exercised less the number of Common Shares
that (i) are retained by the Company in payment of the option
price or for purposes of satisfying tax withholding obligations,
or (ii) are otherwise disposed of by the option holder for
purposes of having the proceeds applied to the option price.
The per share option price for an option granted under
any of the Plans cannot be less than Fair Market Value of a
Common Share. For purposes of the 1984 Plan, Fair Market Value
is the highest sale price of a Common Share on the date of grant,
as reported on the New York Stock Exchange -- Composite
Transactions Tape. For purposes of the 1991 Plan and 1996 Plan,
Fair Market Value is the average of the highest sale price and
lowest sale price of a Common Share on the date of grant, as so
reported.
TRANSFERABILITY OF OPTIONS
The Committee has permitted all options originally
granted under each of the Plans as NSOs or that have converted
from incentive stock options to NSOs after the date of grant and
before the date of the Committee's action to be transferred for
no consideration (except when required by court order) from the
original grantee of the option (the "Grantee") to (i) a Family
Member (as hereinafter defined) of the Grantee, (ii) a trust for
the sole benefit of the Grantee's Family Members, or (iii) a
partnership whose only partners are Family Members of the
Grantee. The Committee action applies to NSOs granted and
outstanding under the Plans prior to the date of this Prospectus
and to NSOs hereafter granted under the Plans. "Family Member"
means any of the Grantee's children, stepchildren, grandchildren,
parents, stepparents, grandparents, spouse, siblings (including
half-brothers and sisters), nieces, nephews and in-laws.
A permitted transferee of a NSO ("Transferee") has the
same rights and obligations of the Grantee of the NSO, except
that the Transferee can subsequently transfer the NSO only (i) by
designating a beneficiary or beneficiaries to receive the
Transferee's benefits with respect to the NSO upon the
Transferee's death as discussed below, (ii) to a beneficiary of
the trust, if the Transferee is a trust, or (iii) to a partner,
if the Transferee is a partnership.
Upon the death of the Transferee, the options held by
such person under the Plans may be transferred to the person
named in a designation of beneficiary filed by the option holder
with the Company or otherwise by will or the laws of descent and
distribution. The estate of the Transferee or the person to whom
a NSO is transferred upon the death of the Transferee (a
"Beneficiary") has the same rights and obligations of the Grantee
of the NSO, except that the NSO cannot subsequently be
transferred again other than by designation of a beneficiary, by
will or by the laws of descent and distribution upon the death of
the Beneficiary.
Options granted under the Plans cannot be sold,
pledged, hypothecated or, except as set forth above, transferred
in any manner.
EXERCISE OF OPTIONS
Options granted under the Plans may not be exercised
within one year after the date of grant. Because NSOs
transferred to Transferees and Beneficiaries continue to be
governed by the terms of the respective Plan and the original
grant, their exercisability continues to be affected by the
Grantee's employment or director status.
Generally, an option granted to an employee may be
exercised after the option becomes exercisable only if on the
date of exercise the Grantee has been continuously employed by
the Company since the date of grant. However, the Committee may
provide that if the Grantee of the option ceases to be employed
for any reason, the option will continue to be exercisable during
its term for such additional period as the Committee may provide.
For all NSOs that were granted prior to the date of this
Prospectus, the Committee has acted to permit the exercise of the
option following the Grantee's termination of employment in the
following instances: if the Grantee's employment ceased due to
his or her retirement after reaching age 55, or due to the
Grantee's death or disability, the NSO will continue to be
exercisable for the remainder of its term. If, under any of the
foregoing circumstances, the option is not vested at the time the
Grantee's employment terminates, the option will not be
exercisable until it is so vested.
A NSO that is granted to a non-employee director
pursuant to the 1996 Plan that is not exercisable when the
Grantee ceases to be a director will be cancelled at the time he
or she ceases to be a director. If an option granted to a non-
employee director is exercisable when the Grantee ceases to be a
director and the Grantee is at least 70-years-old or had been a
director of the Company for at least ten years at the time he or
she ceases to be a director, the option will remain exercisable
for the remainder of its term. If an option granted to a non-
employee director is exercisable when the Grantee ceases to be a
director but the Grantee is not yet 70-years-old or had not been
a director of the Company for at least ten years at the time he
or she ceases to be a director, then such option will be
exercisable for an additional year (or, if shorter, through the
option's term).
In general, Reload Options granted under the 1996 Plan
become exercisable on the third anniversary of the date that the
Reload Option was granted. However, a Reload Option is
immediately cancelled in whole or in part upon any sale,
disposition, assignment or transfer by the Grantee of the Reload
Option of any or all of the Common Shares issued upon the
exercise of the Original Option (the "Original Shares") prior to
the third anniversary of the date the Reload Option was granted,
unless the agreement evidencing a Reload Option states otherwise.
The portion of the Reload Option that is so cancelled shall equal
the number of Original Shares that are sold, disposed of,
assigned or transferred by the Grantee prior to the third
anniversary of the date the Reload Option was granted, except
that the Reload Option will not be cancelled to the extent that
the Original Shares were used in connection with the exercise by
the Grantee of another option that has a reload feature.
Due to some of the foregoing factors, the Transferee's
or Beneficiary's ability to exercise a NSO is not entirely within
his or her control. For information regarding the terms of a
particular stock option grant or to receive a Stock Option
Exercise Form, the Transferee or Beneficiary may contact the
office of the Secretary, The Mead Corporation, Courthouse Plaza
Northeast, Dayton, Ohio 45463, (937) 495-4076.
An option holder may exercise all or part of an option
that is exercisable by giving written notice of exercise to the
Committee or its designee on a Stock Option Exercise Form
obtained from the Company that is completed in all respects and
is signed by the Transferee or the Beneficiary, as the case may
be. The option price must be paid in full at the time such
notice is given. The option price may be paid in cash or with
Common Shares having a Fair Market Value (as defined in the
relevant Plan) equal to the option price, or a combination of
Common Shares and cash together having a Fair Market Value on the
date of exercise equal to the option price. The Common Shares
may be either already-owned by the option holder or withheld from
the Common Shares otherwise issuable to the option holder upon
the exercise of the option. In the event that the Grantee
receives a deemed hardship distribution from The Mead Salaried
Savings Plan, the Transferee or Beneficiary, as the case may be,
may be restricted from using cash to pay the option price for
NSOs that are exercised within 12 months after the date of the
Grantee's deemed hardship distribution.
Upon the exercise of a NSO by a Transferee or
Beneficiary, the Grantee of such NSO is required to satisfy the
applicable withholding tax obligation by paying cash or other
property to the Company. If the Grantee does not satisfy the
applicable withholding tax obligation on the exercise date, the
Company will retain from the Common Shares to be issued a number
of Common Shares having a Fair Market Value on the exercise date
equal to the mandatory withholding tax payable by the Grantee.
The Company will issue the certificate for Common Shares to the
Transferee or the Beneficiary, as the case may be, only after the
option price has been paid and the applicable withholding tax has
been satisfied.
LIMITED RIGHTS
The Committee may grant limited rights with respect to
any option (other than the NSOs granted to non-employee directors
under the automatic grant provisions of the 1996 Plan) either at
the time the option is granted or at any time thereafter prior to
the exercise, cancellation, termination or expiration of such
option. The number of limited rights covered by any such grant
may equal but not exceed the number of Common Shares covered by
the related option. The term of each limited right is the same
as the term of the option to which it relates. A holder may not
exercise a limited right if and to the extent that the related
option is exercised, and the holder may not exercise an option if
and to the extent that a related limited right is exercised.
When a NSO with limited rights is transferred as permitted by a
Plan, then such limited rights automatically will be transferred
as well.
A limited right is exercisable only if and to the
extent that the related option is exercisable. However, even if
the related option is exercisable, a limited right is not
exercisable during the first six months after grant. A limited
right granted under the 1984 Plan is exercisable only if the Fair
Market Value of a Common Share on the date of exercise exceeds
the option price of a Common Share subject to the related option.
Finally, a limited right that otherwise is exercisable may be
exercised only during the following periods:
(i) during a period of 30 days following the date of
expiration of a tender offer or an exchange offer
(other than an offer by the Company) subject to
regulation under Section 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
for Common Shares (a "Tender Offer"), if the offeror
acquires Common Shares pursuant to such Tender Offer;
(ii) during a period of 30 days following the date of
approval by the shareholders of the Company of a
definitive agreement: (x) for the merger or
consolidation of the Company into or with another
corporation, if the Company will not be the surviving
Company or will become a subsidiary of another
corporation, unless for purposes of limited rights
granted under the 1991 Plan and the 1996 Plan the
voting securities of the Company outstanding
immediately prior to the merger or consolidation
continue to represent at least 80% of the combined
voting power of the voting securities of the Company or
the surviving entity immediately thereafter, or (y) for
the sale of all or substantially all of the assets of
the Company (an "Acquisition Transaction");
(iii) during a period of 30 days following: (x) the
date upon which the Company is provided a copy of
a Schedule 13D (filed pursuant to Section 13(d) of
the Exchange Act) indicating that any person or
group has become the holder of 20% or more of the
outstanding voting shares of the Company or (y)
the date of approval by the shareholders of the
Company of a control share acquisition, as defined
in the Ohio General Corporation Law (a "Change of
Control"); and
(iv) during a period of 30 days following a change in the
composition of the Board such that individuals who were
members of the Board on the date two years prior to
such change (or who were elected, or were nominated for
election, by the Company's shareholders with the
affirmative vote of at least two-thirds of the
directors then still in office who were directors at
the beginning of such two-year period) no longer
constitute a majority of the Board (a "Change in
Composition of the Board").
Upon the exercise of a limited right and subject to the
payment by the Grantee of the applicable withholding taxes as
described below, the holder of the limited right will receive a
cash payment equal to the excess of: (x) the aggregate "exercise
value" on the date of exercise (determined as provided below) of
that number of Common Shares that is equal to the number of
limited rights being exercised over (y) the aggregate exercise
price under the related option of that number of Common Shares
that is equal to the number of limited rights being exercised. A
holder may exercise a limited right by giving written notice of
such exercise to the Committee or its designee.
The "exercise value" of a limited right on the date of
exercise is:
(a) in the case of an exercise during a period described in
(i) above, the highest price per Common Share paid
pursuant to any Tender Offer that is in effect at any
time during the 60-day period prior to the date on
which the limited right is exercised;
(b) in the case of an exercise during a period described in
(ii) above, the greater of: (x) the highest sale price
of a Common Share during the 30-day period prior to the
date of shareholder approval of the Acquisition
Transaction, as reported on the New York Stock Exchange
-- Composite Transactions Tape, or (y) the highest
fixed or formula per Common Share price payable
pursuant to the Acquisition Transaction (if
determinable on the date of exercise);
(c) in the case of an exercise during a period described in
(iii) above, the greater of: (x) the highest sale
price of a Common Share during the 30-day period prior
to the date the Company is provided with a copy of the
Schedule 13D, or the date of approval of the control
share acquisition, as reported on the New York Stock
Exchange -- Composite Transactions Tape, or (y) the
highest acquisition price of a Common Share shown on
such Schedule 13D or to be paid in such control share
acquisition; and
(d) in the case of an exercise during a period described in
(iv) above, the highest sale price of a Common Share
during the 30-day period prior to the date of the
Change in Composition of the Board, as reported on the
New York Stock Exchange -- Composite Transactions Tape.
Any securities or property that form part or all of the
consideration paid for Common Shares pursuant to a Tender Offer
or Acquisition Transaction will be valued at the higher of (1)
the valuation placed on such securities or property by the person
making such Tender Offer or the other party to such Acquisition
Transaction, or (2) the value placed on such securities or
property by the Committee.
Upon the exercise of limited rights by a Transferee or
Beneficiary, the Grantee of such limited rights is required to
satisfy the applicable withholding tax obligation by paying cash
or other property to the Company. If the Grantee does not
satisfy the applicable withholding tax obligation on the exercise
date, the Company will retain from the cash payment to be made to
the Transferee or Beneficiary, as the case may be, an amount
equal to the mandatory withholding tax payable by the Grantee.
EFFECTS OF CERTAIN CHANGES IN CONTROL
The Plans provide that in the event of a Tender Offer,
an Acquisition Transaction, a Change in Control or Change in the
Composition of the Board, all outstanding options will become
fully exercisable provided such date is a least six months after
the date the option was granted.
PAYMENT OF CASH FOR CANCELLATION OF OPTIONS
The Committee has the authority in it sole discretion
to authorize the payment to the holder of an option (with the
consent of such holder), in exchange for the cancellation of all
or a part of such holder's option, of cash in an amount not to
exceed the difference between the aggregate Fair Market Value on
the date of such cancellation of the Common Shares with respect
to which the option is being cancelled and the aggregate option
price of such Common Shares; provided, however, that if the
exercisability of the options granted under the respective Plan
has been accelerated, "Fair Market Value" on the date of such
cancellation will be calculated in the same manner as the
"exercise value" of a limited right would be calculated (whether
or not any limited rights are actually outstanding).
AMENDMENT AND TERMINATION OF THE PLANS
The Board of Directors from time to time may amend the
Plans, or any provision thereof, in such respects as the Board of
Directors may deem advisable; provided, however, that any such
amendment to the 1984 Plan must be approved by the holders of
shares entitling them to exercise a majority of the voting power
of the Company if such amendment would materially increase the
benefits accruing to participants under the 1984 Plan, materially
increase the aggregate number of Common Shares that may be issued
and/or delivered under the 1984 Plan, or materially modify the
requirements as to eligibility for participation in the 1984
Plan, and any such amendment to the 1991 Plan or the 1996 Plan
must be approved by the shareholders of the Company if so
required by federal or state law or by any stock exchange upon
which Common Shares then may be listed.
The 1984 Plan expired on January 26, 1994, and no new
options or limited rights can be granted thereunder. The Board
of Directors may terminate the 1991 Plan and the 1996 Plan at any
time. If not earlier terminated by the Board of Directors, the
1991 Plan will expire on January 24, 2001 and the 1996 Plan will
expire on September 30, 2005.
No amendment to or termination of a Plan may affect
adversely any option or limited right previously granted under
such Plan without the consent of the holder thereof.
RESTRICTIONS ON RESALE
There are no restrictions on the resale of Common
Shares received by a Transferee or Beneficiary upon the exercise
of an option granted under a Plan, unless such person is deemed
to be an "affiliate" of the Company. An affiliate may not
dispose of Common Shares received upon the exercise of an option
unless there is an effective registration statement under the
Securities Act of 1933 (the "Securities Act") covering such
disposition or an applicable exemption from such registration is
available pursuant to Rule 144 promulgated under the Securities
Act or otherwise. For this purpose, a Transferee or Beneficiary
may be considered an affiliate if he or she has such a
relationship with certain officers and directors of the Company,
who themselves are considered to be affiliates of the Company,
that the Transferee or Beneficiary could be deemed to be in
control of, or part of a group that is in control of, or is
controlled by, or is under common control with, the Company.
SHAREHOLDER RIGHTS PLAN
In November 1996, the Company adopted a Shareholder
Rights Plan pursuant to which one right was granted for each
outstanding Common Share. Such rights also automatically accrue
to all Common Shares issued following the adoption of the
Shareholder Rights Plan and prior to November 2006, including
Common Shares issued upon the exercise of options granted under
the Plans. The rights expire in November 2006, and none of the
rights currently are exercisable.
The rights, which become exercisable if a third party
acquires 20% or more of the Common Shares, or if a tender offer
that would result in a third party owning 20% or more of the
Common Shares is commenced, entitle the holder to purchase one
Common Share by paying the "exercise price" of $200. After the
rights become exercisable, if a third party acquires 20% or more
of the Common Shares (other than pursuant to certain offers for
all Common Shares), or if a holder of 20% or more of the Common
Shares engages in certain specified "self-dealing" transactions,
or if the Board of Directors determines that any person who owns
at least 10% of the Company's Common Shares is taking certain
actions adverse to the best interest of the Company or is
otherwise materially adversely affecting the Company's business,
then the holder of each right (other than a holder of 20% or more
of the Common Shares) may purchase Common Shares worth twice the
exercise price by paying the exercise price. Similarly, if the
Company is acquired in a merger or sells 50% or more of its
assets or earning power, the holder of each right may purchase
stock of the acquiring company worth twice the exercise price.
Generally, the Company may redeem each right for $.01 at any time
prior to 10 days after the rights become exercisable.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a summary of certain
relevant federal income tax effects applicable to NSOs and
limited rights assigned to Transferees. The discussion related
to Transferees is likewise applicable to Beneficiaries. It is
recommended that Transferees and Beneficiaries of NSOs consult
their tax advisers before they exercise any such options and
before they dispose of any Common Shares acquired upon the
exercise of any such options.
At the time a Transferee exercises a NSO, the Grantee
of the NSO will recognize ordinary income for federal income tax
purposes in an amount equal to the excess of the Fair Market
Value of the Common Shares purchased over the option price.
Also, under current law, if the Transferee exercises a NSO after
the Grantee's death, any such ordinary income will be recognized
by the Grantee's estate. The Company generally will be entitled
to a tax deduction at such time in the same amount that the
Grantee recognizes ordinary income.
Upon the exercise of a NSO by a Transferee, the Grantee
of such NSO is required to satisfy the applicable withholding tax
obligation by paying cash or other property to the Company. If
the Transferee exercises a NSO after the Grantee's death, no
income tax is withheld but the Grantee's estate is subject to
FICA withholding unless the NSO is exercised in the calendar year
after the Grantee's death. As discussed elsewhere in this
Prospectus, if the Grantee fails to satisfy his or her
withholding tax obligations, the Company will retain from the
Common Shares otherwise issuable to the Transferee upon the
exercise of the NSO a number of Common Shares having an aggregate
Fair Market Value equal to such withholding tax obligation.
If the Company retains Common Shares to satisfy the
withholding tax obligation of the Grantee upon the exercise of a
NSO, the Internal Revenue Service might consider such act as a
gift by the Transferee to the Grantee in an amount equal to the
Fair Market Value of the shares retained on the exercise date.
The gift by the Transferee, if any, should be eligible for the
annual gift tax exclusion or the application of the unified tax
credit before calculating whether a gift tax is payable by the
Transferee.
The tax basis of the Common Shares received by a
Transferee upon the exercise of a NSO equals the option price
plus the ordinary income recognized by the Grantee (i.e., the
fair market value of the shares received on the exercise date).
The tax basis of the Common Shares received is slightly different
if the Transferee delivers Common Shares in payment of all or a
portion of the option price. If Common Shares acquired upon
exercise of a NSO later are sold or exchanged by the Transferee,
the difference between the sale price and the tax basis of such
Common Shares generally will be taxable as long-term or short-
term capital gain or loss (if the shares are a capital asset of
the Transferee) depending upon whether the shares have been held
for more than one year after such date.
Upon the exercise of limited rights by a Transferee,
the amount of any cash received will be taxable to the Grantee as
ordinary income, and the Company will be entitled to a
corresponding deduction.
USE OF PROCEEDS
The Company intends to use the proceeds received from
the exercise of stock options granted under the Plans for general
corporate purposes.
PLAN OF DISTRIBUTION
The Common Shares offered hereby will be issued by the
Company in accordance with the terms of the Plans.
LEGAL MATTERS
The validity of the issuance of the Common Shares being
offered hereby will be passed upon for the Company by David L.
Santez, Assistant Secretary and Associate General Counsel of the
Company. Mr. Santez holds options to purchase 6,000 Common
Shares and has a beneficial interest in approximately 700 Common
Shares acquired by The Mead Salaried Savings Plan through October
31, 1996.
EXPERTS
The balance sheets of the Company and its consolidated
subsidiaries as of December 31, 1995 and 1994, and the related
statements of earnings, shareowners' equity and cash flows for
each of the three years in the period ended December 31, 1995,
which are incorporated herein by reference, have been audited by
Deloitte & Touche llp, independent auditors, whose report thereon
is incorporated herein, and are included in reliance upon the
report of such firm and upon the authority of such firm as
experts in accounting and auditing.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement under the
Securities Act with respect to the Common Shares offered hereby.
This Prospectus does not contain all of the information set forth
in the Registration Statement, certain parts of which are omitted
in accordance with the rules and regulations of the Commission.
For further information with respect to the Company and the
Common Shares offered hereby, reference is hereby made to such
Registration Statement, including the exhibits filed as a part
thereof.
The Company is subject to the information requirements
of the Exchange Act and in accordance therewith files reports,
proxy statements and other information with the Commission. Such
reports, proxy statements and other information can be inspected
and copied at the offices of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;
and at the Commission's Regional Offices at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; and 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission
maintains a web site (http://www.sec.gov.) that contains publicly
available reports, proxy and information statements and other
information regarding the Company and other registrants that file
electronically with the Commission through the Electronic Data
Gathering, Analysis and Retrieval system. Such reports and other
information concerning the Company also can be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York; the Midwest Stock Exchange, 440 South LaSalle
Street, Chicago, Illinois; and the Pacific Stock Exchange, Inc.,
301 Pine Street, San Francisco, California.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed with the Commission are
incorporated herein by reference as of their respective dates of
filing:
(a) The Annual Report of The Mead Corporation on
Form 10-K for the year ended December 31, 1995, filed
pursuant to Section 13 of the Exchange Act;
(b) All other reports filed by the Company
pursuant to Section 13(a) or 15(d) of the Exchange Act
since December 31, 1995; and
(c) The description of the Company's Common
Shares and the related Rights contained in the
Registration Statements filed pursuant to Section 12 of
the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act prior to the filing of a post-effective amendment that
indicates that all Common Shares offered hereunder have been sold
or that deregisters all shares then remaining unsold hereunder
shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of filing of such documents.
The Company will provide without charge to each person
to whom this Prospectus is delivered, on the request of such
person, a copy of any or all of the foregoing documents
incorporated herein by reference, other than exhibits to such
documents (unless such exhibits are specifically incorporated by
reference into the documents that this Prospectus incorporates).
Written or telephone requests should be directed to David L.
Santez, Assistant Secretary and Associate General Counsel, The
Mead Corporation, Courthouse Plaza Northeast, Dayton, Ohio 45463,
(937) 495-4076.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemized statement of the amount of all expenses
incurred by the Registrant in connection with the issuance and
distribution of the Common Shares registered hereunder.
SEC Registration Fee . . . . . . . . . . . . . . . . . . . $62,538.16
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . 5,000.00
Accounting Fees and Expenses . . . . . . . . . . . . . . . . 5,000.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . 2,000.00
Total . . . . . . . . . . . . . . . . . . . . . . . $74,538.16
All fees listed above other than the SEC Registration Fee are estimates.
Item 15. Indemnification of Directors and Officers.
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 services 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
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, 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
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 of common pleas, or the court in which such action or
suit was brought, 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 other than an attorney,
or a firm having associated with it an attorney, who has been retained by
or who has performed services for the Registrant or the person to be
indemnified in the last five years, 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 of 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 any 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 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 that
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.
The Registrant purchased, effective for a period from August 1, 1996
through August 1, 1997, 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 that is
uninsurable under law. Such $500,000 deduction 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, 1996, the Registrant purchased excess
policies providing additional annual limits of $75,000,000 through August
1, 1997.
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 16. Exhibits.
See Exhibit Index following the signature pages to this Registration
Statement.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement,
provided, however, that paragraph (1)(i) and (1)(ii) above do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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-3 and has duly caused
this Amendment No. 1 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Dayton,
State of Ohio, on January 9, 1997.
THE MEAD CORPORATION
By /s/ Steven C. Mason
Steven C. Mason
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Date: January 9, 1997 By /s/ Steven C. Mason
Steven C. Mason
Director, Chairman of the Board
and Chief Executive Officer
(principal executive officer)
Date: January 9, 1997 By /s/ William R. Graber
William R. Graber
Vice President and Chief
Financial Officer (principal
financial officer)
Date: January 9, 1997 By /s/ Gregory T. Geswein
Gregory T. Geswein
Controller (principal
accounting officer)
Date: January 9, 1997 By John C. Bogle*
John C. Bogle
Director
Date: January 9, 1997 By John G. Breen*
John G. Breen
Director
Date: January 9, 1997 By William E. Hoglund*
William E. Hoglund
Director
Date: January 9, 1997 By James G. Kaiser*
James G. Kaiser
Director
Date: January 9, 1997 By John A. Krol*
John A. Krol
Director
Date:___________________ By ----------------------
Susan J. Kropf
Director
Date: January 9, 1997 By Charles S. Mechem, Jr.*
Charles S. Mechem, Jr.
Director
Date: January 9, 1997 By Paul F. Miller, Jr.*
Paul F. Miller, Jr.
Director
Date: January 9, 1997 By Thomas B. Stanley, Jr.*
Thomas B. Stanley, Jr.
Director
Date: January 9, 1997 By Lee J. Styslinger, Jr.*
Lee J. Styslinger, Jr.
Director
Date: January 9, 1997 By Jerome F. Tatar*
Jerome F. Tatar
Director
______________________________
* The undersigned by signing his name hereto, executes this Amendment No.
1 to Registration Statement on Form S-3 pursuant to powers of attorneys
executed by the above-named persons which were included in the
Registration Statement.
/s/ William R. Graber
William R. Graber
Attorney-in-Fact
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4.1 Amended Articles of Incorporation of the
Registrant adopted May 28, 1987 . . . . . . . . 1
4.2 Regulations of the Registrant, as amended April
25, 1996, were filed as Exhibit 3(ii) to the
Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996 . . . . . . . 2
4.3 Rights Agreement dated as of November 9, 1996
between the Registrant and The First National
Bank of Boston, as Rights Agent, was filed as
Exhibit 1 to the Registrant's Current Report on
Form 8-K dated November 9, 1996 . . . . . . . . . . 2
5 Opinion of Associate General Counsel of the
Registrant . . . . . . . . . . . . . . . . . . 1
23.1 Consent of Associate General Counsel of the
Registrant (contained in Opinion filed as
Exhibit 5) . . . . . . . . . . . . . . . . . . 1
23.2 Consent of Deloitte & Touche llp . . . . . . . 3
24 Powers of Attorney (contained in the signature
pages following Part II of the Registration
Statement) . . . . . . . . . . . . . . . . . . 1
99.1 The Mead Corporation 1984 Stock Option Plan, as
amended through November 9, 1996 . . . . . . . 1
99.2 The Mead Corporation 1991 Stock Option Plan, as
amended through November 9, 1996 . . . . . . . 1
99.3 The Mead Corporation 1996 Stock Option Plan, as
amended through November 9, 1996 . . . . . . . 1
_______________
1 - Previously Filed
2 - Incorporated by Reference
3 - Filed Herewith
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-16221, related to 4,067,597 Common Shares,
of The Mead Corporation on Form S-3 of our report dated January 25, 1996,
appearing in the Annual Report on Form 10-K of The Mead Corporation for
the year ended December 31, 1995, and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ DELOITTE & TOUCHE LLP
Dayton, Ohio
January 9, 1997
