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Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
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 No.)
--------------------------
MEAD WORLD HEADQUARTERS
COURTHOUSE PLAZA NORTHEAST
DAYTON, OHIO 45463
(Address of Principal Executive Offices)
--------------------------
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
(Full Title of the Plan)
--------------------------
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
Title of Securities Amount to be Offering Price Per Aggregate Offering Registration
to be Registered Registered Share(1) Price(2) Fee(3)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 300,000(4) $33.60 $10,080,000 $3,060.00
without par
value, includ-
ing related
Purchase Rights
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of
1933, as amended (the "Securities Act"), on the basis of the average of the high and low
sale prices for a share of the common stock of the registrant on the New York Stock
Exchange on May 8, 2000.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The registration fee has been calculated pursuant to Section 6(b) of the Securities Act.
(4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.
</TABLE>
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Pursuant to Instruction E of Form S-8 with respect to the registration of
additional securities, the Registration Statement, dated April 27, 1995, of the
registrant, The Mead Corporation, an Ohio corporation ("Registrant" or the
"Company"), filed on Form S-8 (file No. 33-59007) and all Exhibits thereto, are
incorporated by reference in this Registration Statement.
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.
------ ---------------------------------------
The following documents filed by the Company and The Mead Corporation
Employees Stock Purchase Plan (the "Plan") with the Securities and Exchange
Commission are incorporated herein by reference as of their respective dates of
filing:
(a) The Annual Report of the Company on Form 10-K for the year ended
December 31, 1999, filed pursuant to Section 13 of the Securities Exchange Act
of 1934 ("Exchange Act").
(b) Annual Report of the Plan for the year ended August 31, 1999 filed
as amendment number 2 on Form 10-K/A, dated November 22, 1999, to the Company's
Annual Report on Form 10-K for the year ended December 31, 1998 (Commission File
No. 1-2267).
(c) The description of Common Shares contained in the Registration
Statements filed pursuant to Section 12 of the Securities Exchange Act of 1934
and any amendments thereto.
(d) The description of the Common Share Purchase Rights filed in
Registrant's Form 8-A, dated November 13, 1996, as amended in Form 8-A/A dated
November 3, 1997, as amended in Form 8-A/A dated December 15, 1999, as amended
in Form 8-A/A dated March 6, 2000.
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.
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Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
Item 6. Indemnification of Directors and Officers.
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Section 2 of Article V of the Regulations of the Registrant provides
for the indemnification by the Registrant of its officers, directors, employees
and others against certain liabilities and expenses. Such provision provides
different treatment for (i) cases other than those involving actions or suits by
or in the right of the Registrant and (ii) cases involving actions or suits by
or in the right of the Registrant. In the first category, the Registrant
indemnifies each director, officer, employee and agent of the Registrant and
each person who serves another organization at the request of the Registrant,
against expenses, including attorneys' fees, judgments, decrees, fines,
penalties and amounts paid in settlement actually and reasonably incurred by
such person in connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was in such position or so serving, if
such person acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Registrant, and with respect to any
matter the subject of a criminal action, suit, or proceeding, if such person had
no reasonable cause to believe that such person's conduct was unlawful. In the
second category, the Registrant indemnifies each 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
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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 an action by or in the
right of the Registrant) judgments, decrees, fines and penalties incurred in
connection with any potential, threatened, pending or completed action or suit
by any person by reason of the fact that he is or was a director, officer,
employee or agent of the Registrant or is or was serving another organization at
the request of the Registrant may be paid or reimbursed by the Registrant, as
authorized by the Board of Directors upon a determination that such payment or
reimbursement is in the best interests of the 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
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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 the period from August 1, 1998
through August 1, 2001, 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 three-year
period covered by this policy. The insurer will pay all losses on behalf of
directors or officers without application of a deductible where such losses are
not subject to indemnification by the Registrant. The policy does not cover any
matter that is uninsurable under law. The $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 if applicable to the facts and the matter is subject to
indemnification by the Registrant. 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, 2001.
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:
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(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% 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
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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 May 10, 2000.
THE MEAD CORPORATION
By:/s/JEROME F. TATAR
-----------------------------
Jerome F. Tatar
Chairman of the Board,
Chief Executive Officer and
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Sue K. McDonnell, Timothy R. McLevish 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 below by the following persons in the
capacities and on the dates indicated.
SIGNATURES
Date: May 10, 2000 By:/s/JEROME F. TATAR
--------------------------------------
Jerome F. Tatar
Chief Executive Officer, President
Director (principal executive officer)
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Date: May 10, 2000 By:/s/TIMOTHY R. MCLEVISH
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Timothy R. McLevish
Vice President and Chief Financial Officer
(principal financial officer)
Date: May 10, 2000 By:/s/PETER H. VOGEL, JR.
------------------------------------------
Peter H. Vogel, Jr.
Vice President, Finance and Treasurer
(principal accounting officer)
Date: May 10, 2000 By:/s/JOHN C. BOGLE
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John C. Bogle
Director
Date: May 10, 2000 By:/s/JOHN G. BREEN
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John G. Breen
Director
Date: May 10, 2000 By:/s/DUANE E. COLLINS
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Duane E. Collins
Director
Date: May 10, 2000 By:/s/WILLIAM E. HOGLUND
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William E. Hoglund
Director
Date: May 10, 2000 By:/s/JAMES G. KAISER
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James G. Kaiser
Director
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Date: May 10, 2000 By:/s/ROBERT J. KOHLHEPP
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Robert J. Kohlhepp
Director
Date: May 10, 2000 By:/s/JOHN A. KROL
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John A. Krol
Director
Date: May 10, 2000 By:/s/SUSAN J. KROPF
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Susan J. Kropf
Director
Date: May 10, 2000 By:/s/CHARLES S. MECHEM, JR.
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Charles S. Mechem, Jr.
Director
Date: May 10, 2000 By:/s/HEIDI G. MILLER
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Heidi G. Miller
Director
Date: May 10, 2000 By:/s/LEE J. STYSLINGER, JR.
----------------------------------
Lee J. Styslinger, Jr.
Director
Date: May 10, 2000 By:/s/J. LAWRENCE WILSON
----------------------------------
J. Lawrence Wilson
Director
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Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dayton, and the State of
Ohio, on the dates indicated.
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
Date: May 10, 2000 By:/s/A. ROBERT ROSENBERGER
-------------------------------
A. Robert Rosenberger
Vice President, Human Resources
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4 The Mead Corporation Employees Stock Purchase Plan
23 Consent of Deloitte & Touche LLP
24 Powers of Attorney (contained in the signature pages following
Part II of this Registration Statement)
11
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Exhibit 4
THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN
--------------------------------------------------
12
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SECTION 1 - GENERAL...........................................................1
1.1 History, Purpose and Effective Date.............................1
1.2 Plan Administration.............................................1
1.3 Applicable Laws.................................................1
1.4 Indemnification.................................................1
1.5 Gender and Number...............................................2
1.6 Assignment......................................................2
1.7 Notices.........................................................2
1.8 Plan Year.......................................................2
SECTION 2 - MEMBERSHIP........................................................2
2.1 Eligibility for Membership......................................2
2.2 Plan Agreement..................................................3
2.3 Membership Not a Contract of Employment.........................3
SECTION 3 - CONTRIBUTIONS TO THE PLAN.........................................3
3.1 Member Contributions............................................3
3.2 Variation, Suspension and Resumption of Member
Contributions...................................................3
3.3 Withdrawal of Member Contributions..............................3
3.4 Employer Contributions..........................................3
3.5 Compensation....................................................4
SECTION 4 - INVESTMENT OF PLAN FUNDS..........................................4
SECTION 5 - RELATING TO MEAD SHARES...........................................4
5.1 Purchase of Mead Shares.........................................4
5.2 Registration and Voting of Mead Shares Held
Under Plan......................................................4
5.3 Subscription Rights.............................................4
5.4 Sale of Mead Shares.............................................4
SECTION 6 - DISTRIBUTIONS FROM THE PLAN.......................................4
6.1 Distributions at Plan Year End..................................4
6.2 Distribution on Death...........................................5
6.3 Other Distributions.............................................6
6.4 Registration of Distributed Mead Shares.........................6
SECTION 7 - AMENDMENT AND TERMINATION.........................................6
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SECTION 1 - GENERAL
- -------------------
1.1 History, Purpose and Effective Date. Effective July 1, 1966, THE
-----------------------------------
MEAD CORPORATION, an Ohio corporation ("Mead"), established THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN (the "Plan") to permit its eligible employees and
those of any "Affiliate" (as defined below) which, with the consent of Mead's
Board of Directors adopts the Plan to purchase shares of Mead common stock
("Mead Shares") from their current earnings and to have additional Mead Shares
purchased for them with "Employer" (as defined below) contributions. The Plan,
as adopted, was subsequently amended from time to time and was last amended and
entirely restated, effective September 1, 1990. The following provisions
constitute a further amendment and restatement of the Plan, effective September
1, 1997 (the "Effective Date"). Mead and any Affiliate adopting the Plan are
sometimes referred to below, collectively, as the "Employers" and, individually,
as an "Employer." The term "Affiliate" means any entity during the period that
it is, along with Mead, a member of a controlled group of corporations, a
controlled group of trades or businesses, an affiliated service group or of any
other entity designated by the Secretary of the Treasury (as described in
sections 414(b), 414(c), 414(m) and 414(o), respectively, of the Internal
Revenue Code of 1986, as amended ("the Code").
1.2 Plan Administration. The Plan shall be interpreted, administered
-------------------
and operated by a "Committee" appointed by Mead's Vice-President, Human
Resources. All questions of any character whatsoever arising in connection with
the interpretation of the Plan or its administration or operation shall be
submitted to and settled and determined by the Committee as it shall deem
equitable and fair. Any interpretation of the provisions of the Plan by the
Committee shall be final and conclusive, and shall bind, and may be relied upon
by, each of the Employers, each of the Members and all other parties in
interest. All expenses of administration of the Plan shall be borne by Mead,
except that all brokerage commissions, transfer taxes and other taxes on Mead
Shares or cash held under the Plan shall be paid from the funds held under the
Plan.
1.3 Applicable Laws. The Plan will be construed and administered in
---------------
accordance with the laws of the State of Ohio to the extent that those laws are
not preempted by the laws of the United States of America.
1.4 Indemnification. The Vice-President, Human Resources, the members
---------------
of the Committee and other Mead employees acting pursuant to the provisions of
the Plan shall have all the rights of indemnification provided by law, agreement
and under Mead's articles of incorporation, regulations and by-laws. In
addition, Mead will satisfy any liability actually and reasonably incurred by
any such person including attorneys' fees, judgments, fines and amounts paid in
settlement in connection with any threatened, pending or completed action, suit
or proceeding related to his exercise or failure to exercise any of the powers,
authorities, responsibilities or discretions provided under the Plan, or
reasonably believed by him to be provided thereunder, and any action taken by
him in connection with those matters in good faith and in a manner reasonably
believed to be in or not opposed to the best interest of the Plan, and
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with respect to any criminal action or proceeding, if he had no reasonable cause
to believe that his conduct was unlawful.
1.5 Gender and Number. Where the context admits, words in any gender
-----------------
include any other gender, words in the singular will include the plural and
words in the plural include the signature.
1.6 Assignment. No right or interest of any person under the Plan shall
----------
be assignable or transferable, in whole or in part, either directly or
otherwise, including without limitation thereto, by execution, levy, attachment,
garnishment, pledge or in any other manner, but excluding transfers by reason of
death or mental incompetency; no attempted assignment or transfer thereof shall
be effective; and no such right or interest shall be liable for, or subject to,
any obligation or liability of any "Member" (as described in subsection 2.1) or
"Beneficiary" (as described in subsection 6.2).
1.7 Notices. Any notice required or permitted to be given to any Member
-------
under the Plan will be properly given if delivered or mailed, postage prepaid,
to him at his last post office address as shown on his Employer's records. Any
notice to the Committee shall be properly given if delivered or mailed, postage
prepaid, to the Corporate Secretary of Mead at Mead's principal place of
business. Any notice required under the Plan may be waived by the person
entitled to notice.
1.8 Plan Year. The term "Plan Year" means the 12-month period beginning
---------
on each September 1 and ending on the following August 31.
SECTION 2 - MEMBERSHIP
- ----------------------
2.1 Eligibility for Membership. Each individual who was a Member in the
--------------------------
Plan on August 31, 1997 will continue as such, subject to the terms and
conditions of the Plan. Each individual who becomes an "Eligible Employee" (as
defined below) on or after September 1, 1977 may become a Member in the Plan by
entering into a "Plan Agreement" (as described in subsection 2.2) with the
Committee. The term "Eligible Employee" means any person (other than a director
of an Employer) who:
(a) is a full-time, common-law employee of an Employer who has
attained at least age 21 years;
(b) has completed at least 1 year of continuous employment with the
Employers and is employed in a participating unit set forth on
Appendix A;
(c) is, unless waived by Mead's Board of Directors, a citizen of the
United States of America.
2.2 Plan Agreement. The term "Plan Agreement" means an agreement in
--------------
such form as the Committee may require under the terms of which an Eligible
Employee acknowledges receipt of a copy of the Plan and of the prospectus
relating thereto and elects the amount (expressed as a whole
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percentage) of his "Member Contributions" for each pay period, which amount
shall not exceed 5 percent of the "Compensation" (as defined in subsection 3.5)
payable to the Member for that pay period.
2.3 Membership Not a Contract of Employment. The Plan does not
---------------------------------------
constitute a contract of employment and participation in the Plan will not give
any employee the right to be retained in the employ of the Employers nor give
any person any right or claim to any benefit under the terms of the Plan unless
such right or claim has specifically accrued under the Plan.
SECTION 3 - CONTRIBUTIONS TO THE PLAN
- -------------------------------------
3.1 Member Contributions. For each pay period, each Employer shall make
--------------------
a "Member Contribution" to the Plan on behalf of each Member employed by it
during that pay period in accordance with the Member's then effective Plan
Agreement. The amount of a Member's Member Contribution shall be credited to an
"Account" established in his name by the Committee.
3.2 Variation, Suspension and Resumption of Member Contributions. A
------------------------------------------------------------
Member may elect to prospectively increase the rate of his Member Contribution
once during any Plan Year. A Member may elect to prospectively cease making all
Member Contributions under the plan and, having made such an election, may not
again make contributions prior to the first day of the next following Plan Year.
3.3 Withdrawal of Member Contributions. A Member may elect at any time
----------------------------------
during a Plan Year (other than during the months of July and August) to withdraw
an amount equal to the entire amount of the Member Contributions then credited
to his Account. As of the date of any such withdrawal, the Member shall forfeit
his right to receive any benefit from the Plan for that Plan Year and to
participate in the Plan prior to the first day of the next following Plan Year.
3.4 Employer Contributions. For each pay period, each Employer shall
----------------------
make an Employer Contribution to the Plan on behalf of each Member employed by
it during that pay period in an amount equal to 12-1/2 percent of the amount of
the Member Contributions made by the Member for that pay period. The amount of
Employer Contributions made pursuant to this subsection is subject to deductions
for income, Social Security and other taxes and charges as required by law.
3.5 Compensation. A Member's "Compensation" for any Plan Year means
------------
that portion of the total "wages" (as defined in section 3401 (a) of the Code)
paid to the Member, in the form of base pay, overtime pay and productivity bonus
payments, for services rendered to the Employers.
SECTION 4 - INVESTMENT OF PLAN FUNDS
- ------------------------------------
Except as provided by the following sentence, all contributions made
under the Plan for a Plan Year shall be invested in Mead Shares at such time or
times during that year as the Committee decides. As of August 31 of each Plan
Year all cash dividends paid on Mead Shares held by the
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Plan during the Plan Year ending on that date shall be allocated to Members, pro
rata, according to the amount of their Account balances as of that date.
SECTION 5 - RELATING TO MEAD SHARES
- -----------------------------------
5.1 Purchase of Mead Shares. All purchases of Mead by the Committee
-----------------------
under the Plan shall be made on the New York Stock Exchange or at private sale
from Mead or any other person, firm or corporation at a price not exceeding the
then current or last quoted offering price for such shares on the New York Stock
Exchange.
5.2 Registration and Voting of Mead Shares Held Under Plan.
------------------------------------------------------
Certificates for Mead Shares held under the Plan shall be registered in the name
of the Plan and shall be maintained in the custody of the Committee or its
delegate, who may, but need not, be the broker or brokers through whom such
shares are purchased. The Committee shall have the authority to vote all Mead
Shares registered in the name of the Plan.
5.3 Subscription Rights. Any subscription right with respect to a Mead
-------------------
Share registered in the name of the Plan may, in the discretion of the
Committee, either be exercised on behalf of the Plan to the extent that cash is
then available under the Plan or be sold on behalf of the Plan.
5.4 Sale of Mead Shares. Except to the extent necessary to make cash
-------------------
distributions to Members in accordance with the provisions of the Plan, Mead
Shares held under the Plan shall not be sold.
SECTION 6 - DISTRIBUTIONS FROM THE PLAN
- ---------------------------------------
6.1 Distributions at Plan Year End. As of each August 31 the Committee
------------------------------
shall cause to be distributed to each Member who is a "Distribution Eligible
Member" (as defined below) on that date the maximum number of Mead Shares which,
when valued at "Average Net Cost" to the Plan (computed as provided below) will
not exceed the Member's Account balance, if any, as of that date. "Average Net
Cost" shall be determined as of each August 31 by dividing the aggregate number
of Mead Shares owned by the Plan on that date into the excess of:
(a) the cost of all Mead Shares (including brokerage commissions and
transfer taxes) purchased for the Plan Year ending on that date;
over
(b) the net proceeds (after brokerage commissions and transfer taxes)
of all sales of Mead Shares for that Plan Year.
The remainder, if any, of a Member's Account balance representing less than the
Average Net Cost of a full Mead Share shall be distributed to the Member in
cash. With respect to any Plan Year, the term "Distribution Eligible Member"
means a Member:
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(i) who is actively employed by the Employers on the last day of that
year, and who has not exercised his withdrawal right under
subsection 3.3;
(ii) who retired from the employ of the Employers under the terms of a
"qualified" retirement plan during that year; or
(iii)whose employment with the Employers was terminated during that
year by reason of the disposition of a plant, division or other
business unit by an Employer.
Notwithstanding the foregoing, in lieu of the distribution described in the
first sentence, of this subsection, a Member who employment is terminated (other
than during the months of July and August) for a reason described in paragraph
(iii) next above, may elect to have an amount equal to the amount of his Member
Contributions then credited to his Account distributed to him, in cash, as soon
as practicable after the date of his termination. Any remaining balance of his
Account shall be forfeited and applied to reduce the amount of the Employer
Contributions to be made by his Employer for that year.
6.2 Distribution on Death. As soon as practicable after it is informed
---------------------
of the death of a Member, the Committee shall cause to be distributed to the
Member's Beneficiary, a cash amount equal to the Member's Account balance, which
balance shall include the amount of any Employer Contributions credited or
creditable thereto pursuant to subsection 3.4. The term "Beneficiary" means the
Participant's Spouse or, if not Spouse survives him, the person or persons
entitled to receive the proceeds payable on account of the Member's
participation in the Life Insurance Plan of The Mead Welfare Benefits Program.
6.3 Other Distributions. As soon as practicable after it is informed of
-------------------
the termination of employment of a Member for a reason other than a reason
described in subsections 6.1 and 6.2, the Committee shall cause to be
distributed to the terminated Member from his Account, in cash, an amount equal
to the amount of the Member Contributions then credited to his account. Any
remaining balance of his Account shall be forfeited and applied to reduce the
amount of the Employer Contributions to be made by his Employer for the year.
6.4 Registration of Distributed Mead Shares. Certificates for shares of
---------------------------------------
Mead Stock distributed to a Member pursuant to the terms of the Plan shall be
registered in the name of the Member unless the Member has specified, by writing
filed with the Committee, that such Shares are to be registered in the names of
the Member and another person, as joint tenants and not as tenants in common.
SECTION 7 - AMENDMENT AND TERMINATION
- -------------------------------------
The Mead Board of Directors reserves the right to amend or to terminate
the Plan at any time, except that in taking any action amending or terminating
the Plan the Board of Directors shall
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provide that as of the effective date of the amendment or termination there
shall be available for distribution, in cash, to each Member on that date an
amount equal to the amount of any undistributed Member Contributions previously
made by him. Notwithstanding the foregoing, the Vice-President, Human Resources
may, in his sole discretion, add or remove participating units from Appendix A
from time to time.
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Exhibit 23
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 27, 2000, appearing in the Annual Report on Form 10-K of The
Mead Corporation for the year ended December 31, 1999, and of our
report dated November 12, 1999, on The Mead Corporation's Employees
Stock Purchase Plan for the year ended August 31, 1999, appearing in
amendment number 2 on Form 10-K/A, dated November 22, 1999, to the
Annual Report on Form 10-K of The Mead Corporation for the year ended
December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Dayton, Ohio
May 8, 2000
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