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REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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
(Address of Registrant's principal executive offices)
THE MEAD CORPORATION
EXECUTIVE CAPITAL ACCUMULATION PLAN
(Full Title of the Plan)
DAVID L. SANTEZ
ASSISTANT SECRETARY AND
ASSOCIATE GENERAL COUNSEL
THE MEAD CORPORATION
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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Amount to be Offering Price Per Aggregate Offering Registration
Title of Securities to be Registered Registered Share Price Fee
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<S> <C> <C> <C> <C> <C>
Deferred Compensation Obligations (1) $50,000,000 100% $50,000,000 $14,750
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<FN>
(1) The Deferred Compensation Obligations being registered are unsecured
obligations of The Mead Corporation to pay deferred compensation in the
future in accordance with the terms of The Mead Corporation Executive
Capital Accumulation Plan.
</TABLE>
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PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information required by Part I of this Registration Statement on
Form S-8 (the "Registration Statement") is not being filed herewith pursuant to
the Note to Part I of Form S-8.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed by The Mead Corporation (hereafter, the
"Registrant" or the "Company") with the Securities and Exchange Commission are
incorporated herein by reference as of their respective dates of filing:
(a) The Annual Report of the Company on Form 10-K for the year
ended December 31, 1997, as amended by Amendment No. 1 and Amendment
No. 2, filed pursuant to Section 13 of the Securities Exchange Act of
1934 ("Exchange Act").
(b) The Quarterly Reports of the Company on Form 10-Q for the
quarters ended March 29, 1998 and June 28, 1998, filed pursuant to
Section 13 of the Exchange Act.
(c) The Current Report of the Company on Form 8-K dated
January 23, 1998, filed pursuant to Section 13 of the Exchange Act.
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 which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof from the date of filing 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 Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
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Under The Mead Corporation Executive Capital Accumulation Plan, as
amended (the Plan"), the Company will provide eligible employees the opportunity
to defer receipt of the following: (1) a specified percentage of their base
salary, annual cash incentive awards and the cash portion of long-term incentive
awards, (2) lump sum payments scheduled to be made under The Mead Supplemental
Executive Retirement Plan, The Mead Corporation Excess Earnings
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Benefit Plan, and The Mead Corporation Section 415 Excess Benefit Plan, and (3)
in some circumstances, cash severance benefits payable in connection with
termination of employment. The Plan also provides that in certain circumstances,
the Company will make certain matching contributions to the accounts of Plan
participants, and receipt of such matching contributions by the Plan
participants likewise is deferred under the Plan. The obligations of the Company
under the Plan to make payments to the Plan participants in the future in
accordance with the terms of the Plan will be unsecured general obligations of
the Company, and will rank pari passu with other unsecured and unsubordinated
indebtedness of the Company outstanding from time to time. An aggregate
principal amount of $50,000,000 of such obligations of the Company are being
registered hereunder and are referred to herein as the "Deferred Compensation
Obligations." The description of the Deferred Compensation Obligations set forth
in this Item 4 is qualified in its entirety by reference to the Plan, which is
an exhibit to this Registration Statement.
The amount of compensation and other amounts to be deferred by each
Plan participant during any calendar year and the length of time of the deferral
will be determined in accordance with the Plan based on elections made by the
participant. Each Deferred Compensation Obligation will be payable in accordance
with the terms of the Plan. The Plan is administered by the Compensation
Committee of the Company.
Each participant's account established for a calendar year will be
credited with compensation and other amounts that the participant elects to
defer for that year, Company contributions and any gains (or losses) deemed to
be incurred thereon as a result of choices made by Plan participants among
hypothetical investment mediums for that year. All payments to participants in
respect of their Deferred Compensation Obligations will be subject to
withholding for applicable taxes.
A participant's right to the Deferred Compensation Obligations cannot
be transferred, pledged or assigned (except upon the death or incompetency of
the participant). The Deferred Compensation Obligations are not subject to the
debts or other third party claims of any person entitled to receive benefits
under the Plan.
The Compensation Committee may amend any or all of the provisions of
the Plan at any time, but no Plan amendment may reduce a participant's account
balance to less than the amount he or she would have been entitled to receive on
the later of the effective date of the amendment or the date on which the
amendment is adopted.
The Compensation Committee may also terminate the Plan at any time.
When the Plan is terminated, at least two hypothetical investment mediums must
be maintained until the aggregate balances of all participant accounts have been
distributed, and distributions from the Plan are to continue to be made under
the terms of the Plan.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
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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 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.
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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, 1998
through August 1, 1999, 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
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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, 1998, the Registrant purchased excess policies providing
additional annual limits of $75,000,000 through August 1, 1999.
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 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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See Exhibit Index following the signature pages to this Registration
Statement.
Item 9. Undertakings.
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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
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with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% 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.
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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 August 6, 1998.
THE MEAD CORPORATION
By /s/ Jerome F. Tatar
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Jerome F. Tatar
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 William R. Graber, Thomas E. Palmer and
Jerome F. Tatar, 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 substitute or 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 by the following persons in the
capacities and on the dates indicated.
Date: August 6, 1998 By /s/ Jerome F. Tatar
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Jerome F. Tatar
President, Chief Executive Officer
and Director (principal executive officer)
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Date: August 6, 1998 By /s/ William R. Graber
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William R. Graber
Vice President and Chief Financial
Officer (principal financial officer)
Date: August 6, 1998 By /s/ Gregory T. Geswein
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Gregory T. Geswein
Vice President and Controller (principal
accounting officer)
Date: August 6, 1998 By /s/ John C. Bogle
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John C. Bogle
Director
Date: August 6, 1998 By /s/ John G. Breen
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John G. Breen
Director
Date: August 6, 1998 By /s/ William E. Hoglund
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William E. Hoglund
Director
Date: August 6, 1998 By /s/ James G. Kaiser
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James G. Kaiser
Director
Date: August 6, 1998 By /s/ Robert J. Kohlhepp
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Robert J. Kohlhepp
Director
Date: August 6, 1998 By /s/ John A. Krol
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John A. Krol
Director
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Date: August 6, 1998 By /s/ Susan J. Kropf
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Susan J. Kropf
Director
Date: August 6, 1998 By /s/ Charles S. Mechem, Jr.
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Charles S. Mechem, Jr.
Director
Date: August 6, 1998 By /s/ Lee J. Styslinger, Jr.
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Lee J. Styslinger, Jr.
Director
Date: August 6, 1998 By /s/ J. Lawrence Wilson
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J. Lawrence Wilson
Director
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<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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<S> <C> <C>
4.1 The Mead Corporation Executive Capital Accumulation Plan
was filed as Exhibit (10)(1) to the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended July 2, 1995........................2
4.2 First Amendment of The Mead Corporation Executive Capital
Accumulation Plan was filed as Exhibit 10(4) to the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended
March 30, 1997..................................................................2
4.3 Second Amendment of The Mead Corporation Executive Capital
Accumulation Plan was filed as Exhibit (10)(xxvi) to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997...............................................................2
5 Opinion of Thompson Hine & Flory LLP............................................1
23.1 Consent of Thompson Hine & Flory LLP (contained in Opinion
filed as Exhibit 5).............................................................1
23.2 Consent of Deloitte & Touche LLP................................................1
24 Powers of Attorney (contained in the signature pages following
Part II of this Registration Statement).........................................1
<FN>
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1 - Filed herewith
2 - Incorporated by Reference
</TABLE>
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Exhibit 5
THOMPSON
HINE & FLORY LLP
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Attorneys at Law
August 12, 1998
The Mead Corporation
Mead World Headquarters
Courthouse Plaza Northeast
Dayton, Ohio 45463
Re: Executive Capital Accumulation Plan
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Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, for the
registration of deferred compensation obligations (the "Obligations") of The
Mead Corporation, an Ohio corporation (the "Company"), to be offered and sold
under the Company's Executive Capital Accumulation Plan (the "Plan").
As counsel for the Company, we have examined and are familiar with the
Plan and such other documents, records, certificates and other instruments as we
have deemed necessary for purposes of this opinion.
Based upon the foregoing, and upon investigation of such other matters
as we considered appropriate to permit us to render an informed opinion, it is
our opinion that the Obligations, when sold pursuant to the terms of the Plan,
will be valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms and the terms of the Plan, except as
enforceability (i) may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting creditors' rights generally, and (ii) is subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
We are members of the bar of the State of Ohio and do not express any
opinion herein concerning any laws other than the laws of the State of Ohio.
This opinion is solely for your information in connection with the Registration
Statement and is not to be quoted or otherwise referred to in any of your
financial statements or public releases, filed with any governmental agency
(except as set forth below), or given to any other person without our prior
written
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consent. This opinion may not be relied upon by any other person, or used by you
for any other purpose, without our prior written consent.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Thompson Hine & Flory LLP
DAN:PCN
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Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Mead Corporation on Form S-8 of our report dated January 22, 1998,
appearing in the Annual Report on Form 10-K of The Mead Corporation for the
year ended December 31, 1997.
/s/ DELOITTE & TOUCHE LLP
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DELOITTE & TOUCHE LLP
Dayton, Ohio
August 7, 1998
