-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AKtDR8ceo52ldngTV4C69ufB7FgKDlPWZWDhF7SFXmwocJTaPfVnKPKzZ8xQSKOF m3EqxDuB/j1+2v1GVYZ04Q== 0000950152-00-003830.txt : 20000511 0000950152-00-003830.hdr.sgml : 20000511 ACCESSION NUMBER: 0000950152-00-003830 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000510 EFFECTIVENESS DATE: 20000510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEAD CORP CENTRAL INDEX KEY: 0000064394 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 310535759 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-36724 FILM NUMBER: 625128 BUSINESS ADDRESS: STREET 1: MEAD WORLD HEADQUARTERS STREET 2: COURTHOUSE PLZ NORTHEAST CITY: DAYTON STATE: OH ZIP: 45463 BUSINESS PHONE: 9374954439 S-8 1 THE MEAD CORPORATION FORM S-8 1 Registration No. 333-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- 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)
Calculation of Registration Fee - ------------------------------------------------------------------------------------------------------------------------------------ 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) - ------------------------------------------------------------------------------------------------------------------------------------ Common Shares, 300,000(4) $33.60 $10,080,000 $3,060.00 without par value, includ- ing related Purchase Rights - ----------------------------------------------------------------------------------------------------------------------------------- (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.
================================================================================ 2 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. 1 3 Item 4. Description of Securities. ------ ------------------------- Not Applicable. Item 5. Interests of Named Experts and Counsel. ------ -------------------------------------- Not Applicable. Item 6. Indemnification of Directors and Officers. ------ ----------------------------------------- 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 2 4 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 3 5 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. ------ ----------------------------------- Not Applicable. Item 8. Exhibits. ------ -------- See Exhibit Index following the signature pages to this Registration Statement. Item 9. Undertakings. ------ ------------ 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: 4 6 (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 5 7 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. 6 8 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) 7 9 Date: May 10, 2000 By:/s/TIMOTHY R. MCLEVISH ------------------------------------------ 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 ------------------------------------------ John C. Bogle Director Date: May 10, 2000 By:/s/JOHN G. BREEN ------------------------------------------ John G. Breen Director Date: May 10, 2000 By:/s/DUANE E. COLLINS ------------------------------------------ Duane E. Collins Director Date: May 10, 2000 By:/s/WILLIAM E. HOGLUND ------------------------------------------ William E. Hoglund Director Date: May 10, 2000 By:/s/JAMES G. KAISER ------------------------------------------ James G. Kaiser Director 8 10 Date: May 10, 2000 By:/s/ROBERT J. KOHLHEPP ---------------------------------- Robert J. Kohlhepp Director Date: May 10, 2000 By:/s/JOHN A. KROL ---------------------------------- John A. Krol Director Date: May 10, 2000 By:/s/SUSAN J. KROPF ---------------------------------- Susan J. Kropf Director Date: May 10, 2000 By:/s/CHARLES S. MECHEM, JR. ---------------------------------- Charles S. Mechem, Jr. Director Date: May 10, 2000 By:/s/HEIDI G. MILLER ---------------------------------- 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 9 11 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 10 12 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 EX-4 2 EXHIBIT 4 1 Exhibit 4 THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN -------------------------------------------------- 12 2 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 13 3 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 14 4 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 15 5 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 16 6 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: 17 7 (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 18 8 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. 19 EX-23 3 EXHIBIT 23 1 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 20 -----END PRIVACY-ENHANCED MESSAGE-----