SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE MEAD CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 31-0535759
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(State of Incorporation (IRS Employer
or Organization) Identification No.)
Mead World Headquarters,
Courthouse Plaza Northeast
Dayton, Ohio 45463
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction A.(c), to General Instruction A.(d),
please check the following please check the following
box. (X) box. ( )
Securities Act registration statement file number to which this form
relates: N/A
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
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Common Share Stock Purchase New York Stock Exchange
Rights (Pursuant to Rights Pacific Stock Exchange
Agreement dated as of Chicago Stock Exchange
November 9, 1996 and
amended as of December
7, 1999 and February 16, 2000
and Certificate of
Adjustment dated as of
November 1, 1997)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
This Registration Statement on Form 8-A/A amends and restates the
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission by The Mead Corporation (the "Company") on November 13, 1996
(the "Original Form 8-A") relating to the rights distributed to the
stockholders of the Company (the "Rights") in connection with the Rights
Agreement (the "Rights Agreement"), dated as of November 9, 1996, between
the Company and BankBoston, N.A. (as successor to The First National Bank
of Boston) (the "Rights Agent"), as Rights Agent. On December 7, 1999, the
Company and the Rights Agent entered into Amendment No. 1 to the Rights
Agreement, which is incorporated herein by reference. On February 16,
2000, the Company and the Rights Agent entered into Amendment No. 2 to the
Rights Agreement, which is included as Exhibit 4 hereto and is incorporated
herein by reference.
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On November 9, 1996, the Board of Directors of The Mead
Corporation, an Ohio corporation (the "Company"), authorized and granted to
each holder of a Common Share, without par value, of the Company (the
"Common Shares") outstanding at the close of business on November 14, 1996
(the "Record Date") one Right for each Common Share held as of the Record
Date. At such time, each Right entitled the registered holder to purchase
from the Company one Common Share (or, in certain other circumstances,
other consideration) at a price of $200 (the "Purchase Price"), subject to
adjustment in certain circumstances. The Purchase Price may be paid, at
the election of the registered holder, in cash, Common Shares or a
combination thereof.
The description and terms of the Rights are set forth in a Rights
Agreement, dated as of November 9, 1996 (the "Rights Agreement"), between
the Company and the First National Bank of Boston, a Certificate of
Adjustment dated as of November 1, 1997, Amendment No. 1 (the "Amendment
No. 1") dated as of December 7, 1999, between the Company and BankBoston,
N.A. (as successor to The First National Bank of Boston), as Rights Agent
and Amendment No. 2 (the "Amendment No. 2") dated as of February 16, 2000,
between the Company and BankBoston, N.A.
Initially, the Rights are attached to the certificates
representing outstanding Common Shares, and no separate certificates
evidencing the Rights (the "Rights Certificates") have been distributed.
Until the earlier to occur of (i) ten days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire, beneficial
ownership of 20% or more of the outstanding Common Shares (the "Share
Acquisition Date"), (ii) ten Business Days following the commencement of
(or public announcement of the intent to commence) a tender offer or
exchange offer by any person or group if upon consummation thereof, such
person or group would be the beneficial owner of 20% or more of the
outstanding Common Shares or (iii) ten days following a determination by
the Board of Directors of the Company that any Person is an Adverse Person
(the earliest of such dates being called the "Distribution Date"), the
Rights will be evidenced by the Common Share certificates. The Board of
Directors of the Company will declare any Person to be an Adverse Person
upon their determination that such Person has become the Beneficial Owner
of a substantial amount (i.e., not less than 10%) of the Common Shares then
outstanding and upon the determination by a majority of the independent
Directors that: (i) such Beneficial Ownership is intended to cause the
Company to repurchase the Common Shares owned by such Person or to cause
pressure on the Company to take action intended to provide such person with
short-term financial gain which, in their determination, is not in the best
long-term interests of the Company and its shareholders or (ii) such
Beneficial Ownership is reasonably likely to cause a material adverse
impact on the business of the Company.
The Rights Agreement provides that, until the Distribution Date,
the Rights will be transferred with and only with Common Share
certificates. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the transfer of any certificate for Common
Shares will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate. As soon as practicable
following the Distribution Date, Right Certificates will be mailed to
holders of record of the Common Shares as of the Close of Business on the
Distribution Date and, thereafter, such separate Right Certificates alone
will evidence the Rights.
The Rights are not exercisable until the Distribution Date and
will expire at the Close of Business on November 14, 2006, unless earlier
redeemed or extended by the Company as described below.
In the event that (i) a person or group becomes an Acquiring
Person (other than pursuant to an offer for all outstanding Common Shares
at a price and on terms which a majority of the independent Directors
determine to be adequate and otherwise to be in the best interests of
shareholders) or (ii) the Board of Directors of the Company declares a
Person to be an Adverse Person, the Rights Agreement provides that proper
provision shall be made so that each holder of a Right will thereafter have
the right to receive, upon the exercise thereof, Common Shares (or, in
certain circumstances, cash, property or other securities of the Company)
having a value equal to two (2) times the exercise price of the Right.
However, Rights are not exercisable following the occurrence of either of
the events set forth above until such time as the Rights are no longer
redeemable by the Company as set forth below. Notwithstanding the
foregoing, following the occurrence of any of the events set forth in this
paragraph, any Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by an Acquiring Person or
an Adverse Person shall immediately become null and void.
In the event that following the Share Acquisition Date, (i) the
Company engages in a merger or consolidation in which the Company is not
the surviving corporation, (ii) the Company engages in a merger or
consolidation with another person in which the Company is the surviving
corporation, but in which all or part of its Common Shares are changes or
exchanged, or (iii) 50% or more of the Company's assets or earning power is
sold or transferred (except with respect to clause (i) and (ii), a
"cleanup" merger which follows an offer described in the preceding
paragraph), the Rights Agreement provides that proper provision shall be
made so that each holder of a Right shall thereafter have the right to
receive, upon the exercise thereof, Common Shares of the acquiring company
having a value equal to two (2) times the exercise price of the Right. The
events set forth in this paragraph and in the preceding paragraph are
referred to as the "Triggering Events."
The Purchase Price payable, and the number of Common Shares
issuable, upon exercise of the Rights are subject to adjustment from time
to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Common Shares, (ii)
upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for Common Shares or securities convertible into
Common Shares at less than the current market price of the Common Shares,
or (iii) upon the distribution to holders of the Common Shares of evidences
of indebtedness or assets (excluding regular quarterly dividends) or of
subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Common Shares will be issued upon
exercise of the Rights and, in lieu thereof, a cash payment will be made
based on the market price of the Common Shares on the last trading date
prior to the date of exercise.
At any time after the date of the Rights Agreement until ten days
following the Share Acquisition Date, the Board of Directors of the Company
may redeem the Rights in whole, but not in part, at the then current
redemption price per Right, payable in cash or stock (the "Redemption
Price"). Immediately upon the action of the Board of Directors of the
Company ordering redemption of the Rights, the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption
Price. The foregoing notwithstanding, the Rights may not be redeemed at
any time subsequent to the Board of Directors' determination that any
Person is an Adverse Person.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to shareholders or to the
Company, shareholders may, depending upon the circumstances, recognize
taxable income in the event that a Triggering Event shall occur.
Any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date.
After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board of Directors of the Company in order to cure any
ambiguity, defect or inconsistency; to shorten or lengthen any time period
under the Rights Agreement; or in any other respect that will not adversely
affect the interests of holders of Rights; provided, however, that no
amendment may be made at such time as the Rights are not redeemable.
As of November 5, 1996, there were 52,261,831 Common Shares
outstanding, 13,964,589 shares held in the treasury and 8,845,593 Common
Shares authorized for issuance upon exercise of options granted under the
Company's employee benefit plans. Each outstanding Common Share on
November 14, 1996, will receive one Right. As long as the Rights are
attached to the Common Shares and in certain other circumstances specified
in the Rights Agreement, the Company will issue one Right for each Common
Share issued on or after November 14, 1996.
The Rights may have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to
acquire the Company without conditioning the offer on a substantial number
of Rights being acquired. The Rights should not interfere with any merger
or other business combination approved by the Board of Directors of the
Company since the Board of Directors may, at its option, at any time prior
to ten days following the Share Acquisition Date redeem all but not less
than all the then outstanding Rights.
On November 1, 1997, the Board of Directors of the Company
declared a two-for-one stock split to be effectuated through the
distribution on December 1, 1997 of one Common Share to the holder of
record of each Common Share outstanding at the close of business on
November 12, 1997 (the "Share Distribution"). Certain computational
adjustments under the Rights Agreement are required as a consequence of the
Share Distribution.
Pursuant to Sections 11, 12 and 23 of the Rights Agreement,
effective as of the close of business on November 12, 1997: (a) the
Purchase Price will be adjusted from $200 to $100; (b) the Redemption Price
will be adjusted from $0.01 to $0.005; and (c) the number of Rights
outstanding will be adjusted, in lieu of any adjustment in the number of
Common Shares issuable upon the exercise of a Right, by issuing one new
Right attached to each Common Share in the Share Distribution.
A copy of Amendment No. 2 is attached hereto as Exhibit 4 and is
incorporated herein by reference. The foregoing description of the Rights
does not purport to be complete and is qualified in its entirety by
reference to such Exhibit.
ITEM 2. EXHIBITS.
1 Rights Agreement, dated as of November 9, 1996, between The Mead
Corporation and BankBoston, N.A. (as successor to the First
National Bank of Boston), as Rights Agent, including the form of
Rights Certificate as Exhibit A and the Summary of Rights to
Purchase Common Stock as Exhibit B. Pursuant to the Rights
Agreement, printed Rights Certificates will not be mailed until
after the earlier of (i) the tenth day after the Share
Acquisition Date (ii) the tenth Business Day after the date of
the commencement of a tender or exchange offer by any person or
group of affiliated or associated persons, if upon consummation
thereof, such person or group would be the beneficial owner of
20% or more of such outstanding Common Shares or (iii) the tenth
day after the Board of Directors determines that a person is an
Adverse Person. (Incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A dated November 13,
1996.)
2 Certificate of Adjustment dated as of November 1, 1997 made by
the Mead Corporation in accordance with the Rights Agreement.
(Incorporated by reference to Exhibit 2 to the Company's
Registration Statement on Form 8-A/A-1 dated November 3, 1997.)
3 Amendment No. 1 to the Rights Agreement, dated as of December 7,
1999, between The Mead Corporation and BankBoston, N.A. (as
successor to the First National Bank of Boston), as Rights Agent.
(Incorporated by reference to Exhibit 3 to the Company's
Registration Statement on Form 8-A/A-1 dated December 15, 1999.)
4 Amendment No. 2 to the Rights Agreement, dated as of February 16,
2000, between The Mead Corporation and BankBoston, N.A. (as
successor to the First National Bank of Boston), as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: March 6, 2000 THE MEAD CORPORATION
By: /s/ Timothy R. McLevish
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Name: Timothy R. McLevish
Title: Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
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1 Rights Agreement, dated as of November 9, 1996, between The Mead
Corporation and BankBoston, N.A. (as successor to the First
National Bank of Boston), as Rights Agent, including the form of
Rights Certificate as Exhibit A and the Summary of Rights to
Purchase Common Stock as Exhibit B. Pursuant to the Rights
Agreement, printed Rights Certificates will not be mailed until
after the earlier of (i) the tenth day after the Share
Acquisition Date (ii) the tenth Business Day after the date of
the commencement of a tender or exchange offer by any person or
group of affiliated or associated persons, if upon consummation
thereof, such person or group would be the beneficial owner of
20% or more of such outstanding Common Shares or (iii) the tenth
day after the Board of Directors determines that a person is an
Adverse Person. (Incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A dated November 13,
1996.)
2 Certificate of Adjustment dated as of November 1, 1997 made by
the Mead Corporation in accordance with the Rights Agreement.
(Incorporated by reference to Exhibit 2 to the Company's
Registration Statement on Form 8- A/A-1 dated November 3, 1997.)
3 Amendment No. 1 to the Rights Agreement, dated as of December 7,
1999, between The Mead Corporation and BankBoston, N.A. (as
successor to the First National Bank of Boston), as Rights
Agent. (Incorporated by reference to Exhibit 3 to the Company's
Registration Statement on Form 8- A/A dated December 15, 1999.)
4 Amendment No. 2 to the Rights Agreement, dated as of February
16, 2000, between The Mead Corporation and BankBoston, N.A. (as
successor to the First National Bank of Boston), as Rights
Agent.
AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT
Amendment No. 2 to the Rights Agreement, dated as of February
16, 2000 (the "Amendment"), by and between The Mead Corporation, an Ohio
corporation (the "Company"), and BankBoston, N.A. (formerly The First
National Bank of Boston), a national banking association organized under
the laws of the United States of America, as Rights Agent (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement on November 9, 1996 and Amendment No. 1 on December 7, 1999
thereto (collectively, the "Agreement");
WHEREAS, pursuant to Section 26 of the Agreement, the Company
has determined to modify the terms of the Agreement in certain respects.
NOW, THEREFORE, in consideration of the promises and mutual
agreements herein set forth, and intending to be legally bound hereby, the
parties hereto agree that the Agreement shall be and hereby is amended in
the following manner:
Section 1. Amendment of Reservation and Availability of Common Shares.
Section 9(a) of the Agreement is hereby amended in its entirety to read as
follows:
"The Company covenants and agrees that from after the time that the
Rights first become exercisable and except as provided in Section
11(a)(iii) or in the following sentence, the Company will cause to be
reserved and kept available for issuance upon exercise of the Rights
out of its authorized and unissued Common Shares or Common Shares
held in its treasury, all Common Shares which are not reserved for
other purposes. The foregoing notwithstanding, if at the time the
Rights first become exercisable (other than as a result of a
Triggering Event), the sum of the number of authorized, but unissued
Common Shares and the number of Common Shares held in treasury
(including for this purpose the number of authorized, but unissued
shares or treasury shares reserved for issuance upon exercise of the
Rights) minus the number of Common Shares (whether authorized, but
unissued shares or treasury shares) reserved for issuance for
purposes other than upon exercise of the Rights is not sufficient to
permit the exercise in full of the Rights for Common Shares, each
Right shall thereafter be exercisable for a fraction of a Common
Share and such other consideration designated by the Board of
Directors of the Company which the Board of Directors of the Company
has determined, based on the advice of a nationally recognized investment
banking firm selected by the Board of Directors of the Company, to
have a value equal to the Common Share (or fraction thereof) for
which the Right may otherwise have been exercisable. Common Shares
shall not be deemed reserved hereunder and, as such, unavailable for
other purposes, unless and until the Rights first become exercisable.
The provisions of this Section 9(a) shall be interpreted in a manner
consistent with Section 11(a)(iii)".
Section 2. Amendment of Appointment of Rights Agent. Section 2 of the
Agreement is hereby amended by inserting the following which appears at the
end thereof:
", upon ten (10) days' prior written notice to the Rights Agent. The
Rights Agent shall have no duty to supervise, and shall in no event
be liable for, the acts or omissions of any such co-Rights Agent".
Section 3. Amendment of Concerning the Rights Agent. Section 18 is
hereby amended by inserting the word "gross" in front of the words
"negligence, bad faith or willful misconduct" in the tenth line of Section
18.
Section 4. Amendment of Duties of Rights Agent. Section 20(c) is
hereby amended by inserting the word "gross" in front of the words
"negligence, bad faith or willful misconduct" in the second line of Section
20.
Section 5. Changing the Name of Rights Agent. All references in the
Agreement to "The First National Bank of Boston" are hereby amended to read
"BankBoston, N. A."
Section 6. "Agreement" as Amended. The term "Agreement" as used in
the Agreement shall be deemed to refer to the Agreement as amended hereby,
and all references to the Agreement shall be deemed to include this
Amendment.
Section 7. Effectiveness. This Amendment shall be effective as of the
date first written above, and except as set forth herein, the Agreement
shall remain in full force and effect and otherwise shall be unaffected
hereby.
Section 8. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested as of the date first written
above.
THE MEAD CORPORATION
By: /s/ Timothy R. McLevish
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Name: Timothy R. McLevish
Title:Vice President and CFO
BANKBOSTON, N.A.
By: /s/ Tyler H. Hanes
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Name: Tyler H. Hanes
Title:Director, Client Services
