-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, P0lZXRLNkIbgtZPHXGWYCOFgIF0B3it4OGuY5ioOOZU0KsYgaDy8S7R0wXS/9icQ E55x+mQe+SKQLS1gk9FWpQ== 0000064394-94-000014.txt : 19940404 0000064394-94-000014.hdr.sgml : 19940404 ACCESSION NUMBER: 0000064394-94-000014 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEAD CORP CENTRAL INDEX KEY: 0000064394 STANDARD INDUSTRIAL CLASSIFICATION: 2600 IRS NUMBER: 310535759 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 33 SEC FILE NUMBER: 033-17287 FILM NUMBER: 94520011 BUSINESS ADDRESS: STREET 1: MEAD WORLD HEADQUARTERS STREET 2: COURTHOUSE PLZ NORTHEAST CITY: DAYTON STATE: OH ZIP: 45463 BUSINESS PHONE: 5134956323 424B3 1 6-3/4% CONVERTIBLE SUBORDINATED DEBENTURES Supplement Dated April 1, 1994 SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 22, 1987 $200,000,000 THE MEAD CORPORATION 6-3/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2012 This Supplement contains additional information regarding The Mead Corporation's ("Mead") $200,000,000 aggregate principal amount of 6-3/4% Convertible Subordinated Debentures due 2012 (the "Debentures"), and should be read in conjunction with the accompanying prospectus, dated September 22, 1987 (the "Prospectus"), issued in connection with the Debentures. All terms used in this Supplement have the same meanings used in the Prospectus. The Debentures are convertible into Mead's Common Shares, at any time at or before maturity, unless previously redeemed, at a conversion price of $52.85 per share, subject to adjustment in certain events. On March 30, 1994, the last reported sale price of a Common Share on the New York Stock Exchange was $41-5/8. The Debentures are listed on the New York Stock Exchange. The Debentures are redeemable for cash at any time at the option of Mead in whole or in part, at the redemption prices set forth in the accompanying Prospectus, together with accrued interest. The Debentures provide for annual mandatory sinking fund payments equal to 5% of the aggregate principal amount of the Debentures originally issued, commencing September 15, 1998, calculated to retire 70% of the principal amount of the Debentures prior to maturity. The Debentures are unsecured obligations of Mead and are subordinated to all Senior Indebtedness of Mead. See "Description of Debentures" in the accompanying Prospectus. Mead has from time to time purchased Debentures in the open market at market prices. As of April 1, 1994, $139 million aggregate principal amount of Debentures remain outstanding. SUCCESSOR TRUSTEE Effective April 1, 1994, in connection with the decision of Morgan Guaranty Trust Company of New York ("Morgan Guaranty") to discontinue its corporate trust business, Morgan Guaranty resigned as the trustee under the Indenture relating to the Debentures, and Mead's Board of Directors appointed Citibank, N.A. ("Citibank") as the trustee under the Indenture, effective on the same date. Citibank acts as trustee for certain tax-exempt bonds guaranteed by Mead, is a participant in Mead's revolving credit arrangements and may in the future act as a trustee for debt (including Senior Indebtedness) issued by Mead. Mead has other banking relationships with Citibank in the ordinary course of business. Citibank, as trustee, will also act as Paying Agent, Registrar, Conversion Agent and Authenticating Agent under the Indenture. Principal of and premium (if any) and interest on the Debentures will be payable, and the Debentures will be convertible and exchangeable, and transfers will be registrable, at the corporate trust office of the Citibank at 111 Wall Street, Corporate Trust Services, 5th Floor, New York, NY 10043, and at such other office or agency of Mead as may be maintained for such purpose; provided that, at the option of Mead, payment of interest may be made by check mailed to the address of the person entitled thereto as such address appears in the Security Register. DOCUMENTS INCORPORATED BY REFERENCE The following documents filed with the Securities and Exchange Commission are incorporated in this Prospectus by reference as of their respective dates: (a) Mead's Annual Report on Form 10-K for the Company's fiscal year ended December 31, 1993; and (b) The description of Mead's Common Shares and the related Common Share purchase rights contained in Mead's Registration Statement filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended ("Exchange Act") and all amendments thereto or reports filed for the purpose of updating such description. All documents filed by Mead pursuant to Sections 13(a), 13(c), 14 (other than Items 402(k) and 402(l) under Regulation S-K) or 15(d) of the Exchange Act after the date hereof shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of 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 Supplement and the accompanying Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modified or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Supplement and the accompanying Prospectus. The date of this Supplement to the Prospectus is April 1, 1994. -----END PRIVACY-ENHANCED MESSAGE-----