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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 (Date of earliest event reported): September 30, 1999
THE MEAD CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 1-2267 31-0535759
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
MEAD WORLD HEADQUARTERS
COURTHOUSE PLAZA NORTHEAST
DAYTON, OHIO 45463
(Address of principal executive offices)
937-495-6323
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
The Mead Corporation through Mead Acquisition
Corporation, a wholly owned subsidiary, announced on September
30, 1999 the signing of a definitive agreement and plan of
merger to acquire the common stock of Cullman Ventures, Inc.
for approximately $550 million in cash. Cullman Ventures,
Inc. owns and operates AT-A-GLANCE group which produces,
manufactures and markets dated and time management products,
calendars and posters. Cullman Ventures, Inc. will operate as
a wholly owned subsidiary within the School and Office
Products division upon completion of the transaction. Mead
intends to finance the acquisition with cash and debt.
Attached hereto as Exhibit 1.1 is a press release dated
September 30, 1999 detailing the above, which is incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
1.1 Press release dated September 30, 1999.
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 hereunto duly
authorized.
Date: October 1, 1999
THE MEAD CORPORATION
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(Registrant)
By: TIMOTHY R. MCLEVISH
_____________________________________
Timothy R. McLevish
Vice President, Finance and Treasurer
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EXHIBIT INDEX
Exhibit Description Page
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1.1 Press release dated September 30, 1999. 4-5
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Exhibit 1.1
Mead To Acquire AT-A-GLANCE Group
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Nation's Leading Dated and Time Management Products Company Strengthens
Mead's School & Office Products Business
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Broadens Product Offerings and Enhances Distribution Channels
DAYTON, OH. SEPTEMBER 30, 1999 - The Mead
Corporation (NYSE:MEA) announced today that it has agreed to
acquire the AT-A-GLANCE Group of Cullman Ventures, Inc. for a
purchase price of approximately $550 million in cash. Subject
to regulatory approval, the acquisition is expected to close
in the fourth quarter of 1999. Upon completion, AT-A-GLANCE
will become a wholly owned subsidiary of The Mead Corporation.
AT-A-GLANCE is a leading producer and marketer of dated and
time management products. The addition of AT-A-GLANCE, which
produces, manufactures and markets wire-bound diaries and
appointment books, desk and wall calendars, posters,
organizers, planners and related accessories, represents
another step in Mead's stated strategy of growing the
company's core businesses of coated and specialty papers,
packaging and paperboard, and school and office products.
Headquartered in Sidney, New York, the AT-A-GLANCE Group of
Cullman Ventures had annual sales of approximately $325
million and EBITDA (earnings before interest, taxes,
depreciation and amortization) of approximately $70 million in
the fiscal year ended January 31, 1999. The company's sales
have doubled over the past four years, primarily as a result
of product development and strategic acquisitions.
"As a leader in its product segment with a superb brand name
and outstanding distribution capabilities, acquiring AT-A-
GLANCE is an extremely attractive opportunity for us to
substantively enhance Mead School & Office Products," said
Jerry Tatar, Mead chairman, president and chief executive
officer. "AT-A-GLANCE enables us to offer our current mass
retail customers an expanded portfolio of dated and time
management products with a widely recognized brand name."
Tatar continued, "AT-A-GLANCE also brings Mead a broad multi-
channel distribution system and in particular, strengthens our
position in office products channels, including office
superstores, and commercial and contract stationers. This
expanded presence in office products complements our existing
relationships with mass retailers. The combined distribution
system should enhance the marketing and sales of our key
products, including school supplies, time-management products
and computer accessories. We expect the new organization to
achieve market-related and cost synergies of about $25 million
per year."
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Doug Willies, president of AT-A-GLANCE said, "We are extremely
pleased to be joining Mead, a company with a strong heritage
of providing its customers with high-quality, market-leading
products. In partnering with a complementary organization, we
expect to further strengthen the AT-A-GLANCE office products
business and better execute our growth plans in the related
consumer products areas. We look forward to working with our
new colleagues."
Following the acquisition, AT-A-GLANCE will join the Mead
School & Office Products division, a leading manufacturer and
distributor of school supplies and a provider of stationery
products and computer accessories for home and office use in
the U.S. and Canada.
AT-A-GLANCE, with 1,800 employees, manufactures and markets
calendars, diaries, appointment books, organizers and related
time management and information products for the office
products channel and coloring products, decorative calendars,
posters and other print media products for retail
distribution. AT-A-GLANCE's products are marketed under the
widely recognized AT-A-GLANCE brand. Its sub-brands Day
Minder, Standard Diary, Timeline, Landmark, Day Dream and
Hometown are promoted under the AT-A-GLANCE umbrella to
specific markets.
The Mead Corporation, a $3.8 billion forest products company,
is one of the leading North American producers of coated
paper, specialty paper, coated paperboard and school and
office products, a world leader in multiple packaging, and a
high-quality, low-cost producer of corrugating medium.
Supported by world-class assets and a solid mix of businesses,
Mead has the capacity to produce 1.9 million tons of paper and
1.8 million tons of paperboard annually. For additional
information about Mead, visit www.mead.com on the Internet.
Certain statements in this news release are forward-looking
statements. These statements include risks, uncertainties and
expected cost savings. Actual results may differ. Certain
factors that could cause actual results to differ are
described in the company's annual report on Form 10-K for the
year ended December 31, 1998, and in quarterly reports on Form
10-Q filed in 1999.
