-----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, JnMEUoucL6ADS8y24YKOhCYGerndDqQd0GHOmPNSHlj06y2vuIVrCfpMZvTdjqyh yBASKYHM2rU3lFBzXmJcCw== 0000950172-97-000016.txt : 19970113 0000950172-97-000016.hdr.sgml : 19970113 ACCESSION NUMBER: 0000950172-97-000016 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970110 SROS: NONE 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-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-16135 FILM NUMBER: 97503902 BUSINESS ADDRESS: STREET 1: MEAD WORLD HEADQUARTERS STREET 2: COURTHOUSE PLZ NORTHEAST CITY: DAYTON STATE: OH ZIP: 45463 BUSINESS PHONE: 5134956323 S-3/A 1 FORM S-3 AMENDMENT NO. 1 Registration No. 333-16135 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-3 AMENDMENT NO. 1 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- THE MEAD CORPORATION (Exact name of registrant as specified in its charter) ---------------------- Ohio 31-0535759 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) Mead World Headquarters Courthouse Plaza Northeast Dayton, Ohio 45463 937-495-6323 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------------------- David L. Santez, Esq. Assistant Secretary 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) ---------------------- Copy to: Vincent J. Pisano, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022 ---------------------- Robert W. Reeder, Esq. Sullivan & Cromwell 125 Broad Street New York, New York 10004 Approximate date of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined in light of market conditions and other factors. ---------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. STATEMENT PURSUANT TO RULE 429 The prospectus contained in this Registration Statement is a combined prospectus which also covers $300,000,000 aggregate principal amount of Debt Securities previously registered under Registration Statements Nos. 33-51337 and 33-43994 and not issued. In the event any such previously registered debt securities are offered prior to the effective date of this Registration Statement, they will not be included in the prospectus contained in this Registration Statement. [FLAG] Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. SUBJECT TO COMPLETION -- DATED JANUARY 10, 1997 $850,000,000 THE MEAD CORPORATION Debt Securities ---------------------- The Mead Corporation (the "Company") may from time to time offer up to $850,000,000 aggregate initial offering price (or the foreign currency equivalent thereof) of its unsecured debentures, notes or other evidences of indebtedness ("Securities"). The Securities may be offered as separate series in amounts, at prices and on terms to be determined at the time of sale and to be set forth in supplements to this Prospectus. The accompanying prospectus supplement or supplements (each, a "Prospectus Supplement") set forth specifically with regard to the series of these Securities with respect to which this Prospectus is being delivered: (i) the aggregate principal amount of Securities offered; (ii) the rate and time of payment of interest, if any, (iii) authorized denominations; (iv) the maturity; (v) the public offering price; (vi) any terms for redemption at the option of the Company or the holder; (vii) any currency or composite currency, if other than United States dollars, in which the Securities are denominated or in which interest thereon is payable; (viii) whether the Securities being offered will be issued in registered form without coupons, in bearer form with coupons attached or in the form of one or more global securities; (ix) any index used to determine the amounts of payments of principal and any premium or interest; (x) the underwriter, underwriters or agents, if any, for the Securities being offered, the principal amounts, if any, to be purchased by the underwriter, underwriters or agents, their compensation and the resulting net proceeds to the Company; (xi) the designation of the Trustee acting under the applicable Indenture; and (xii) any other terms in connection with the offering and sale of the Securities. The Company may sell Securities to or through underwriters, and also may sell Securities directly to other purchasers or through agents. See "Plan of Distribution." ---------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------------------- The date of this Prospectus is , 1997. No person has been authorized to give any information or to make any representations other than those contained in or incorporated by reference in any Prospectus Supplement or this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized. Neither this Prospectus nor the accompanying Prospectus Supplement constitutes an offer to sell or a solicitation of an offer to buy any securities other than the securities to which it relates or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this Prospectus nor the accompanying Prospectus Supplement, nor any sale hereunder or thereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct as of any time subsequent to the dates thereof. AVAILABLE INFORMATION The Company has filed with the Securities and Exchange Commission (the "Commission") Registration Statements under the Securities Act of 1933, as amended (the "1933 Act"), with respect to the Securities offered hereby. This Prospectus does not contain all the information set forth in the Registration Statements, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information with respect to the Company and the Securities offered hereby, reference is hereby made to such Registration Statements, including the exhibits filed as part thereof. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy and information statements and other information with the Commission. The Registration Statements (with exhibits) as well as such reports, proxy and information statements and other information can be inspected and copied at the offices of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; and at the Commission's Regional Offices at 7 World Trade Center, 13th Floor, New York, New York 10048; and Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be obtained from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Commission also maintains a Web site at http://www.sec.gov that contains reports, proxy statements and other information. The Company's common stock is listed on the New York Stock Exchange, the Chicago Stock Exchange and the Pacific Stock Exchange. Such reports, proxy and information statements and other information concerning the Company also may be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005; the Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois; and the Pacific Stock Exchange, Inc., 301 Pine Street, San Francisco, California. DOCUMENTS INCORPORATED BY REFERENCE The Company's Annual Report on Form 10-K with respect to the Company's fiscal year ended December 31, 1995, as amended, the Company's Quarterly Reports on Form 10-Q with respect to the quarterly periods ended March 31, 1996, June 30, 1996 and September 29, 1996 and the Company's Current Reports on Form 8-K filed October 11, 1996, November 5, 1996 and November 13, 1996, each as filed pursuant to Section 13 or 15(d) of the Exchange Act, are incorporated herein by reference. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the termination of the offering of the Securities 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 herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this 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 modifies 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 Prospectus. The Company will provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the foregoing documents incorporated herein by reference (other than exhibits to such documents unless such exhibits are specifically incorporated by reference herein). Written or telephone requests should be directed to David L. Santez, Assistant Secretary, The Mead Corporation, Courthouse Plaza Northeast, Dayton, Ohio 45463, (937) 495-6323. THE COMPANY The Company manufactures and sells paper, pulp, paperboard, lumber and other wood products. The Company also manufactures and distributes school and office supplies, distributes paper and other industrial supplies. The Company was incorporated in 1930 under the laws of the State of Ohio as the outgrowth of a paper manufacturing business founded in 1846, and has its principal executive offices at Mead World Headquarters, Courthouse Plaza Northeast, Dayton, Ohio 45463, telephone (937) 495-6323. Except as otherwise indicated by the context, the terms "Company" or "Mead" as used herein refer to The Mead Corporation and its subsidiaries. USE OF PROCEEDS Except as otherwise set forth in a Prospectus Supplement, the net proceeds to be received by the Company from the sale of the Securities will be added to working capital and will be available for general corporate purposes, which may include repayment of indebtedness. Pending such application, a portion of the net proceeds may be invested in marketable securities. The Company anticipates that it may, from time to time, incur additional indebtedness through issuances in the public and private market. RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth the ratio of earnings to fixed charges of the Company for the periods indicated. The ratios of earnings to fixed charges for the years ended December 31, 1991-1995 have been derived from audited financial statements.
PERIOD ENDED YEAR ENDED DECEMBER 31 SEPTEMBER 29, 1996 1995 1994 1993 1992 1991 Ratio of Earnings to Fixed Charges (1) 4.7 6.3 2.1 2.3 1.2 1.2 - --------------------- (1) For the purpose of this ratio, earnings have been calculated by adding earnings from continuing operations before income taxes, the Company's share of earnings (loss) from investees before income taxes, interest and debt expense, amortization of capitalized interest and the portion of rental payments deemed to be interest. Fixed charges consist of interest and debt expense, capitalized interest and the portion of rental payments deemed to be interest.
DESCRIPTION OF SECURITIES The Securities offered hereby will be issued under one or more separate indentures entered into, or to be entered into, between the Company and a trustee to be selected by the Company, which shall be any of Bankers Trust Company, The First National Bank of Chicago or such other trustee designated by the Company and set forth in the appropriate Prospectus Supplement. The Company has issued $411,000,000 aggregate principal amount of Securities (of which $86,000,000 aggregate principal amount is outstanding as of the date of this Prospectus) under an Indenture, dated as of July 15, 1982, as amended and supplemented, between the Company and Bankers Trust Company, and may issue additional Securities under such indenture in the future. The Company has issued $300,000,000 aggregate principal amount of Securities (all of which are outstanding as of the date of this Prospectus) under an Indenture dated as of February 1, 1993 between the Company and The First National Bank of Chicago, and may issue additional Securities under such indenture in the future. Each of the indentures referred to above has substantially identical terms and is referred to herein as the "Indenture," and each of Bankers Trust Company, The First National Bank of Chicago and any other trustee designated by the Company is referred to herein as the "Trustee." The Trustee selected for a particular series of Securities will be set forth in the appropriate Prospectus Supplement. The Securities will be issued in registered form without coupons ("Registered Securities"), in bearer form with coupons attached ("Bearer Securities") or in the form of one or more temporary or permanent global securities ("Global Securities"). The Securities will be direct obligations of the Company, but will not be secured by any mortgage, pledge or other lien. Except as otherwise indicated herein, all references in this section to the "Company" refer only to The Mead Corporation and not to its subsidiaries. The Indenture provides that additional series of notes, debentures or other evidences of indebtedness may be issued thereunder without limitation as to aggregate principal amount. General Reference is made to the Prospectus Supplement for the following terms of the series of the Securities being offered thereby: (i) the aggregate principal amount of Securities offered; (ii) the rate, time and place of payment of interest, if any; (iii) authorized denominations; (iv) the maturity; (v) the public offering price; (vi) any currency or composite currency, if other than United States dollars, in which the Securities are denominated or in which principal, interest and premium, if any, thereon is payable; (vii) whether the Securities will be issued as Registered Securities, Bearer Securities or both; (viii) whether such Securities are to be issued in whole or in part in the form of one or more Global Securities, and, if so, the identity of the Depositary for such Global Securities; (ix) if a temporary Global Security is to be issued with respect to Securities issuable as Bearer Securities, whether any interest thereon payable on an interest payment date prior to the issuance of definitive Bearer Securities will be paid to any clearing association holding such Global Security and the terms and conditions upon which such interest will be credited to the accounts of the persons entitled thereto on such interest payment date, if other than as specified herein; (x) if a temporary Global Security is to be issued with respect to Securities issuable as Bearer Securities, the terms upon which interests in any temporary Global Security may be exchanged for interests in a permanent Global Security or definitive Securities; (xi) any special provisions for the payment of additional amounts with respect to such Securities; (xii) any index used to determine the amounts of payments of principal and any premium or interest; (xiii) the period or periods within which, the price or prices at which and the terms and conditions on which any of such Securities may be redeemed, in whole or in part, at the option of the Company; (xiv) the obligation, if any, of the Company to redeem or purchase any of such Securities pursuant to any sinking fund or analogous provision or at the option of the holder thereof, and the period or periods within which, the price or prices at which and the terms and conditions on which any of such Securities will be redeemed or purchased, in whole or in part, pursuant to any such obligation; (xv) if other than the entire principal amount thereof, the portion of the principal amount of any of such Securities which will be payable upon declaration of acceleration of the Maturity thereof; (xvi) if the principal amount payable at the Stated Maturity of any of such Securities will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which will be deemed to be such principal amount as of any such date for any purpose, including the principal amount thereof which will be due and payable upon any Maturity other than the Stated Maturity or which will be deemed to be outstanding as of any such date (or, in any such case, the manner in which such deemed principal amount is to be determined); (xvii) if applicable, that such Securities, in whole or any specified part, are defeasible pursuant to the provisions described under "Defeasance and Covenant Defeasance"; (xviii) the underwriter, underwriters or agents, if any, for the Securities being offered, the principal amounts, if any, to be purchased by the underwriter, underwriters or agents, their compensation and the resulting net proceeds to the Company; (xix) the Trustee under the Indenture pursuant to which the Securities offered hereby are to be issued; (xx) the deferral of interest payments through the extension of the interest payment period, if any, for the Securities being offered; and (xxi) any other terms in connection with the offering and sale of the Securities. The Securities will be unsecured and will rank pari passu with all other unsecured and unsubordinated indebtedness of the Company. The statements under this heading are summaries of certain provisions of the Indenture, a copy of which has been filed with the Commission. References in parentheses are to sections of the Indenture. Whenever particular provisions of the Indenture or terms defined therein are referred to, such provisions or definitions are incorporated by reference as a part of the statements made, and the statements are qualified in their entirety by such reference. Unless the Prospectus Supplement relating thereto specifies otherwise, Registered Securities denominated in U.S. dollars will be issued only in denominations of $1,000 or any integral multiple thereof and Bearer Securities denominated in U.S. dollars will be issued only in the denomination of $5,000. One or more Global Securities will be issued in a denomination or aggregate denominations equal to the aggregate principal amount of Outstanding Securities of the series to be represented by such Global Security or Securities. The Prospectus Supplement relating to a series of Securities denominated in a foreign or composite currency will specify the denomination thereof. Unless otherwise set forth in a Prospectus Supplement, principal, premium and interest, if any, will be payable, and the Securities will be transferable (in the case of Registered Securities) and exchangeable without service charge at the Corporate Trust Office of the Trustee. Bearer Securities will be transferable by delivery. At the option of the holder upon request confirmed in writing, and subject to the terms of the Indenture, Bearer Securities (with all unmatured coupons, except as provided below) of any series will be exchangeable into an equal aggregate principal amount of Registered Securities (if the Securities of such series are issuable as Registered Securities), but no Bearer Security will be delivered in or to the United States, and Registered Securities of any series (other than a Global Security, except as set forth below) will be exchangeable into an equal aggregate principal amount of Registered Securities of the same series (with the same interest rate and maturity date) of different authorized denominations. If a holder surrenders Bearer Securities in exchange for Registered Securities between a Regular Record Date or a Special Record Date, and the relevant Interest Payment Date, such holder will not be required to surrender the coupon relating to such Interest Payment Date. Except as provided in a Prospectus Supplement, Registered Securities may not be exchanged for Bearer Securities. (Section 305) Securities may be issued under the Indenture as Original Issue Discount Securities to be offered and sold at a substantial discount from the principal amount thereof or may have payments denominated in or determined by reference to a currency other than United States dollars. If Securities of either type are offered, the special federal income tax, accounting and other considerations applicable thereto will be described in the Prospectus Supplement relating thereto. "Original Issue Discount Security" means any security which provides for an amount less than the principal amount thereof to be due and payable upon the declaration of acceleration of the maturity thereof pursuant to an Event of Default and the continuation thereof. Unless otherwise indicated in a Prospectus Supplement, the covenants contained in the Indenture and the Securities would not necessarily afford holders of the Securities protection in the event of a highly leveraged or other transaction involving the Company that may adversely affect holders. In the event that any Securities include repurchase provisions, if any such repurchase would constitute a tender offer as defined under the Exchange Act, the Company will comply with the requirements of Rule 14e-1 and any other tender offer rules under the Exchange Act which then may be applicable. Global Securities The Securities of a series may be issued in whole or in part in the form of one or more Global Securities that will be deposited with or on behalf of a depositary located in the United States (a "U.S. Depositary") or a Common Depositary located outside the United States (a "Common Depositary") identified in the Prospectus Supplement relating to such series. Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. The specific terms of the depositary arrangement with respect to any Securities of a series will be described in the Prospectus Supplement relating to such series. The Company anticipates that the following provisions will apply to all depositary arrangements. Book-Entry Securities. Unless otherwise specified in an applicable Prospectus Supplement, Securities which are to be represented by a Global Security to be deposited with or on behalf of a U.S. Depositary will be represented by a Global Security registered in the name of such depositary or its nominee. Upon issuance of a Global Security in registered form, the U.S. Depositary of such Global Security will credit, on its book-entry registration and transfer system, the respective principal amounts of the Securities represented by such Global Security to the accounts of institutions that have accounts with such depositary or its nominee ("participants"). The accounts to be credited shall be designated by the underwriters or agents of such Securities or by the Company, if such Securities are offered and sold directly by the Company. Ownership of beneficial interests in such Global Securities will be shown on, and the transfer of that ownership will be effected only through, records maintained by the U.S. Depositary (with respect to participants' interests) or its nominee for such Global Security or by participants or persons that hold through participants. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair the ability to transfer beneficial interests in a Global Security. So long as the U.S. Depositary for a Global Security in registered form, or its nominee, is the registered owner of such Global Security, such depositary or such nominee, as the case may be, will be considered the sole owner or holder of the Securities represented by such Global Security for all purposes under the Indenture. Except as set forth below, owners of beneficial interests in such Global Securities will not be entitled to have Securities of the series represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of Securities of such series in definitive form and will not be considered the owners or holders thereof under the Indenture. Principal, premium, if any, and interest payments on Global Securities registered in the name of or held by a U.S. Depositary or its nominee will be made to the U.S. Depositary or its nominee, as the case may be, as the registered owner or the holder of the Global Security representing such Securities. None of the Company, the Trustee, any Paying Agent or the Security Registrar for such Securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security for such Securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company expects that the U.S. Depositary for Securities of a series, upon receipt of any payment of principal, premium or interest in respect of a Global Security, will credit immediately participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Security as shown on the records of such Depositary. The Company also expects that payments by participants to owners of beneficial interests in such Global Security held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name", and will be the responsibility of such participants. Unless and until it is exchanged in whole or in part for Securities in definitive form in accordance with the Indenture and the terms of the Securities, a Global Security may not be transferred except as a whole by the U.S. Depositary for such Global Security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor. If a U.S. Depositary for Securities in registered form is at any time unwilling or unable to continue as depositary or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and a successor depositary is not appointed by the Company within ninety days, the Company will issue Securities in definitive registered form in exchange for the Global Security or Securities representing such Securities. In addition, the Company may at any time and in its sole discretion determine not to have any Securities in registered form represented by one or more Global Securities and, in such event, will issue Securities in definitive registered form in exchange for all Global Securities representing such Securities. Further, if an event of default, or an event which, with the giving of notice or lapse of time, or both, would constitute an event of default, under the Indenture occurs and is continuing with respect to the Securities of a series, the U.S. Depositary may exchange a Global Security representing Securities of such series for Securities of such series in definitive registered form. In any such instance, an owner of a beneficial interest in a Global Security will be entitled to physical delivery in definitive form of Securities of the series represented by such Global Security equal in principal amount to such beneficial interest and to have such Securities registered in its name. Bearer Securities. Unless otherwise specified in an applicable Prospectus Supplement, all Bearer Securities of a series will initially be issued in the form of a single temporary Global Security, to be deposited with a Common Depositary in London for First Trust of New York, N.A., as successor to Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the Euroclear System ("Euroclear Operator") or Cedel Bank, Societe Anonyme ("CEDEL") for credit to the designated accounts. Following the availability of a permanent Global Security or definitive forms of Bearer Securities and subject to any further limitations described in the applicable Prospectus Supplement, interests in a temporary Global Security will be exchanged for definitive Bearer Securities or for interests in a permanent Global Security, with or without interest coupons, having the same interest rate and Stated Maturity, but in each such case upon the receipt of written certification to the effect that such Security is owned by (i) a person that is not a U.S. person (as defined below) or (ii) a U.S. person that is (A) a foreign branch of a United States financial institution within the meaning of Section 1.165-12(c)(1)(v) of the United States Treasury Regulations acquiring for its own account or for resale, or (B) a U.S. person who acquired the Securities through a foreign branch of such a United States financial institution and who holds the Securities through such financial institution on the date of such certification, and in either case the financial institution has agreed to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder or (iii) is such a United States or foreign financial institution purchasing for offer to resell or for resale during the 40-day period following the date of issuance of a Security (the "restricted period") and such financial institution certifies that it has not acquired the Securities for purposes of resale directly or indirectly to a U.S. person or to a person within the United States. A financial institution, whether or not described in (i) or (ii) above, that purchases a Security for purposes of resale during the restricted period, may only give the certification described in (iii) above. In the case of a Security in permanent global form such certification must be given before the notation of a beneficial owner's interest therein in connection with the original issuance of such Security. Except as provided in the next succeeding paragraph, beneficial interests in a temporary Global Security must be exchanged for definitive Bearer Securities or for interests in a permanent Global Security before interest payments can be received. The beneficial owner of an interest in a temporary Global Security or a permanent Global Security, on or after the applicable exchange date and upon the notice specified in the Prospectus Supplement to the Trustee given through the Euroclear Operator or CEDEL, may exchange its interest for definitive Bearer Securities or definitive Registered Securities (if such series includes Registered Securities) of any authorized denomination. No Bearer Security (including a Security in global form that is either a Bearer Security or exchangeable for Bearer Securities) nor any Security initially represented by a temporary Global Security shall be mailed or otherwise delivered to any location in the United States in connection with such exchange. (Section 304) If so specified in an applicable Prospectus Supplement, interest in respect of any portion of a temporary Global Security payable in respect of an Interest Payment Date occurring prior to the date on which such temporary Global Security is exchangeable for definitive Securities or for interests in a permanent Global Security will be paid only upon certification as of the relevant Interest Payment Date with respect to the portion of such temporary Global Security on which such interest is to be so credited to the same effect as the certification set forth in the immediately preceding paragraph. A certification pursuant to the preceding sentence shall be deemed a request to exchange a beneficial interest in a temporary Global Security for a definitive Bearer Security or for an interest in a permanent Global Security, with or without interest coupons, having the same interest rate and Stated Maturity, as of the exchange date, and such exchange shall be made without further certification by the person entitled to such definitive Bearer Security or beneficial interest in such permanent Global Security. (Section 304) As used herein, "U.S. person" means a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof and any estate or trust the income of which is subject to United States federal income taxation regardless of its source, and "United States" means the United States of America (including the States and the District of Columbia) and its possessions. Payment and Paying Agents Payment of principal of and premium, if any, and interest on Bearer Securities (including any Securities in global form that are either Bearer Securities or exchangeable for Bearer Securities) will be payable in the currency designated in the Prospectus Supplement, subject to any applicable laws and regulations, at such paying agencies outside the United States as the Company may appoint from time to time. Any such payment may be made, at the option of a Holder, by a check in the designated currency or by transfer to an account in the designated currency maintained by the payee with a bank located outside the United States. No payment with respect to any Bearer Security (including any Security in global form that is either a Bearer Security or exchangeable for a Bearer Security) will be made at the Corporate Trust Office of the Trustee or any other paying agency maintained by the Company in the United States nor will any such payment be made by transfer to an account, or by mail to an address, in the United States. Notwithstanding the foregoing, if the Securities are denominated and payable in U.S. dollars, payments of principal of and premium, if any, and interest on Bearer Securities (including any Securities in global form that are either Bearer Securities or exchangeable for Bearer Securities) will be made in U.S. dollars at the Corporate Trust Office of the Trustee if payment of the full amount thereof at all paying agencies outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions. (Section 1002) Payment of principal of and premium, if any, on Registered Securities will be made in the designated currency against surrender of such Registered Securities at the Corporate Trust Office of the Trustee. Unless otherwise indicated in the Prospectus Supplement, payment of any installment of interest on Registered Securities will be made to the person in whose name such Security is registered at the close of business on the Regular Record Date for such interest. Unless otherwise indicated in the Prospectus Supplement, payments of such interest will be made at the Corporate Trust Office of the Trustee, or by a check in the designated currency mailed to each Holder at such holder's registered address. (Sections 307 and 1001) The paying agents outside the United States initially appointed by the Company for a series of Securities will be named in an applicable Prospectus Supplement. The Company may terminate the appointment of any of the paying agents from time to time, except that the Company will maintain at least one paying agent in The City of New York for payments with respect to Registered Securities (other than Global Securities) and at least one paying agent in a city in Europe so long as any Bearer Securities are outstanding where Bearer Securities may be presented for payment and may be surrendered for exchange, provided that so long as any series of Securities is listed on the London Stock Exchange or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a paying agent in London or Luxembourg or any other required city located outside the United States, as the case may be, for such series of Securities. (Section 1002) All moneys paid by the Company to a paying agent for the payment of principal of or premium, if any, or interest on any Security that remains unclaimed at the end of two years after such principal, premium or interest shall have become due and payable will be repaid to the Company upon its request and the Holder of such Security or any coupon appertaining thereto will thereafter look only to the Company for payment thereof. (Section 1003) Limitation on Liens So long as any of the Securities remain outstanding, the Company will not, nor will it permit any Subsidiary (as defined) to, issue, assume or guarantee any debt for money borrowed (herein called "Debt") if such Debt is secured by a mortgage, pledge, security interest, lien or other encumbrance (a "mortgage") upon any Principal Property or on any indebtedness of or equity securities of any Subsidiary or any Affiliate (as defined), now owned or hereafter acquired, without in any such case effectively providing that the Securities then Outstanding shall be secured equally and ratably with (or prior to) such Debt, except that the foregoing restrictions shall not apply to (i) mortgages on any property acquired, constructed or improved by the Company or any Subsidiary after the date of the Indenture which are created within 120 days after such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price or cost thereof, provided that such mortgages shall not apply to any property theretofore owned by the Company or any Subsidiary other than, in the case of any construction or improvement, theretofore unimproved real property; (ii) mortgages on any property acquired from a corporation which is merged with or into the Company or a Subsidiary or mortgages outstanding on property at the time it is acquired by the Company or a Subsidiary or mortgages outstanding on the property of any corporation at the time it becomes a Subsidiary; (iii) mortgages to secure Debt of a Subsidiary to the Company or another Subsidiary; (iv) mortgages or other restrictions relating to equity securities of an Affiliate resulting from certain agreements or arrangements between the Company or any Subsidiary and such Affiliate or other security holders thereof; (v) mortgages incurred in connection with certain tax exempt financings; and (vi) any extension, renewal or replacement of any mortgage referred to in the foregoing clauses (i) to (v). (Section 1006) This covenant is also subject to the exceptions described below under "Exempted Indebtedness". The term "Principal Property" is defined to mean (i) any paperboard, paper or pulp mill or any paper converting plant or any foundry or any other manufacturing plant or facility located within the United States or Canada of the Company or any Subsidiary except any such plant or facility which the Board of Directors by resolution declares is not of material importance to the total business conducted by the Company and its Subsidiaries as an entirety and (ii) any timber or timberlands of the Company or any Subsidiary. The term "Subsidiary" is defined to mean any corporation at least a majority of the outstanding securities of which having ordinary voting power to elect a majority of the board of directors of such corporation is at the time owned or controlled directly or indirectly by the Company, or by one or more Subsidiaries, or by the Company and one or more Subsidiaries. (Section 101) Limitation on Sale and Lease-Back So long as any of the Securities remain outstanding, the Company will not, and it will not permit any Subsidiary to, enter into any sale and lease-back transaction (as defined) involving any Principal Property unless (i) the Company or such Subsidiary would be entitled to incur debt secured by a mortgage on the property to be leased without equally and ratably securing the Securities, as required by the provisions of "Limitation on Liens" above, or (ii) the Company, within 120 days, applies to the retirement of Securities or other indebtedness of the Company with a maturity in excess of one year from the date of such sale and lease-back and which ranks on a parity with the Securities an amount equal to the fair value of the property so leased. (Section 1007) This covenant is also subject to the exceptions described below under "Exempted Indebtedness". "Sale and leaseback transaction" is defined to mean any arrangement with any person providing for the leasing to the Company or a Subsidiary of any Principal Property for a period of more than three years, which Principal Property was owned by the Company or such Subsidiary for more than 120 days and is or has been sold or transferred to such person. Exempted Indebtedness Notwithstanding the provisions described under "Limitation on Liens" and "Limitation on Sale and Lease-Back", the Company and its Subsidiaries will be allowed to issue, assume or guarantee Debt which would otherwise be subject to the above-mentioned "Limitation on Liens" without equally and ratably securing the Securities, or to enter into sale and lease-back transactions which would otherwise be subject to the above-described "Limitation on Sale and Lease-Back" without retiring the Securities or other debt, or to enter into a combination of such transactions, if at the time thereof and after giving effect thereto, the sum of the principal amount of all such debt and the Attributable Debt (as defined) arising from such sale and lease-back transactions does not exceed 5% of Consolidated Shareholders' Equity. (Sections 101, 1006 and 1007) The term "Attributable Debt" is defined to mean the total net amount of rent under each lease in respect of sale and lease-back transactions referred to above entered into after the date of the Indenture which is required to be paid during the remaining term of such lease or until the earliest date on which the lessee may terminate such lease upon payment of a penalty (in which case the total rent shall include such penalty), discounted at the weighted average of the interest rates borne by the Securities Outstanding from time to time under the Indenture. The term "Consolidated Shareholders' Equity" is defined to mean the sum of the consolidated shareholders' equity of the Company and its consolidated subsidiaries, as shown on the most recent audited consolidated balance sheet of the Company, plus 75% of the excess of the "appraised value" of all timberlands owned by the Company and its Subsidiaries over the book value thereof. (Section 101) Defeasance and Covenant Defeasance The Indenture provides, if such provision is made applicable to the Securities of any series, that the Company may elect either (i) to defease and be discharged from any and all obligations with respect to such Securities (except for the obligations to register the transfer or exchange of such Securities, to replace temporary or mutilated, destroyed, lost or stolen Securities, to maintain an office or agency in respect of the Securities, to hold moneys for payment in trust or to pay any additional amounts pursuant to the terms of such Securities) ("defeasance") or (ii) to be released from its obligations with respect to such Securities under certain covenants, including those described under "Limitation on Liens" and "Sale and Lease-Back" above ("covenant defeasance"), upon the deposit with the Trustee (or other qualifying trustee), in trust for such purpose, of money, and/or U.S. Government Obligations (as defined) which through the payment of principal and interest in accordance with their terms will provide money, in an amount sufficient to pay and discharge the principal of (and premium, if any) and interest on such Securities, and any mandatory sinking fund or analogous payments thereon, on the scheduled due dates therefor. In the case of defeasance or covenant defeasance, the holders of such Securities are entitled to receive payments in respect of such Securities solely from such trust. Such a trust may only be established if, among other things, the Company has delivered to the Trustee an Opinion of Counsel (as specified in the Indenture) to the effect that the holders of such Securities will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred. Such Opinion of Counsel, in the case of defeasance under clause (i) above, must refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable federal income tax law occurring after the date of the Indenture. (Article Thirteen) In the event the Company exercised its covenant defeasance option under Clause (ii) above with respect to any Securities and such Securities were declared due and payable because of the occurrence of any Event of Default, the amount of money and U.S. Government Obligations so deposited in trust would be sufficient to pay amounts due on such Securities at the time of their respective Stated Maturities but may not be sufficient to pay amounts due on such Securities upon any acceleration resulting from such Event of Default. In such case, the Company would remain liable for such payments. Consolidation, Merger and Sale of Assets The Company, without the consent of the holders of any outstanding Securities, may consolidate with or merge into, or convey, transfer or lease its properties and assets substantially as an entirety to, any Person, and may permit any Person to merge into, or convey, transfer or lease its properties and assets substantially as an entirety to, the Company, provided (i) that any successor Person must be a corporation organized and validly existing under the laws of any domestic jurisdiction and must assume the Company's obligations on the Securities and under the Indenture, (ii) that after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing, (iii) if, as a result of the transaction, any Principal Property of the Company would become subject to a mortgage that would not be permitted under "Limitation on Liens", the Company secures the Securities equally and ratably with (or prior to) the indebtedness secured by such mortgage and (iv) that certain other conditions are met. (Section 801) Modification of the Indenture The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than 66-2/3% in principal amount of the Securities of each series affected by such supplemental indenture at the time outstanding thereunder, to enter into an indenture or indentures supplemental thereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the holders of Securities of such series under the Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, among other things, (i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security; (ii) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof; (iii) reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof; (iv) change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable; (v) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (vi) change any obligation of the Company to pay any additional amounts pursuant to the terms of such Securities; (vii) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture; (viii) reduce the voting or quorum requirements for meetings of holders of Securities of any series; or (ix) modify certain other provisions of the Indenture. (Section 902) The Indenture contains provisions for convening meetings of the holders of Securities of a series if Securities of that series are issuable in whole or in part as Bearer Securities. (Section 1401) A meeting may be called at any time by the Trustee thereunder, or upon the request of the Company or the holders of at least 10% in principal amount of the Outstanding Securities of such series, in any such case upon notice given in accordance with such Indenture. (Section 1402) Except as limited by the proviso in the preceding paragraph, any resolution presented at a meeting or adjourned meeting at which a quorum is present may be adopted by the affirmative vote of the holders of a majority in principal amount of the Outstanding Securities of that series; provided, however, that, except as limited by the proviso in the preceding paragraph, any resolution with respect to any consent or waiver that may be given by the holders of not less than 66-2/3% in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting at which a quorum is present only by the affirmative vote of 66-2/3% in principal amount of the Outstanding Securities of that series; and provided further that, except as limited by the proviso in the preceding paragraph, any resolution with respect to any demand, consent, waiver or other action that may be made, given or taken by the holders of a specified percentage, which is less than a majority, in principal amount of Outstanding Securities of a series may be adopted at a meeting or adjourned meeting at which a quorum is present by the affirmative vote of the holders of such specified percentage in principal amount of the Outstanding Securities of that series. (Section 1404) Any resolution passed or decision taken at any meeting of holders of Securities of any series duly held in accordance with the Indenture will be binding on all holders of Securities of that series and the related coupons. The quorum at any meeting called to adopt a resolution, and at any reconvening meeting, will be persons holding or representing a majority in principal amount of the Outstanding Securities of a series; provided, however, that if any action is to be taken at such meeting with respect to a consent or waiver which may be given by the holders of not less than 66-2/3% in principal amount of the Outstanding Securities of a series, the persons holding or representing 66-2/3% in principal amount of the Outstanding Securities of such series will constitute a quorum. (Section 1404) The holders of at least 66-2/3% in principal amount of Securities of any series may waive compliance by the Company with any term, provision or condition regarding corporate existence (Section 1004), maintenance of properties (Section 1005), limitation on liens (Section 1006) and limitation on sale and lease-back (Section 1007) before the time for such compliance. (Section 1009) Events of Default An event of default with respect to Securities of any series is defined in the Indenture as being: (i) default for 30 days in payment of any interest on such series of Securities; (ii) default in payment of principal of or premium, if any, on such series of Securities; (iii) default in the deposit of any sinking fund payment on such series of Securities; (iv) default by the Company in the payment of any indebtedness for borrowed money which has not been cured or waived, the outstanding principal amount of which at the time of such default is equal to or in excess of $25,000,000; (v) default for 60 days after notice in performance of any other covenant in the Indenture; and (vi) certain events in bankruptcy, insolvency or reorganization of the Company. (Section 501) The Indenture provides that the Trustee may withhold notice to the holders of Securities of a series issued thereunder of any default with respect to such series (except in payment of principal of, or interest or premium, if any, on, such series) if the Trustee considers it in the interest of such holders to do so. (Section 602) The Indenture provides that, if an event of default specified therein shall have happened and be continuing, with respect to Securities of any series, either the Trustee or the holders of 25% in principal amount of the Securities of such series, then outstanding thereunder, may declare the principal of all the Securities of such series to be due and payable, but in certain cases the holders of a majority in principal amount of the Securities of such series then outstanding may rescind and annul such declaration and its consequences. (Section 502) The Company will be required to furnish to the Trustee annually an Officers' Certificate as to any default in the performance by the Company of certain of its obligations under the Indenture. (Section 1008) Reference is made to the Prospectus Supplement or Supplements relating to each series of Securities offered which are Original Issue Discount Securities for the particular provisions relating to acceleration of the Maturity of a portion of the principal amount of such Original Issue Discount Securities upon the occurrence of an Event of Default and the continuation thereof. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the holders of the Securities unless such holders shall have offered to the Trustee reasonable indemnity. (Section 603) Subject to such provision for indemnification, the holders of a majority in principal amount of the Securities of any series, at the time outstanding shall have the right to waive certain past defaults (except a default in the payment of principal, premium, if any, or interest, if any, or a provision which cannot be modified or amended without the consent of the holder of each Outstanding Security of a series affected) and to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that the Trustee shall have the right to decline to follow any such direction if the action so directed may not lawfully be taken or conflicts with the Indenture. (Sections 512 and 513) The Trustee shall be fully protected in respect of any action taken, suffered or omitted with respect to the Indenture made in good faith and in reliance upon the written advice or opinion of counsel. No holder of a Security of any series will have any right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or a trustee, or for any other remedy thereunder, unless (1) such holder has previously given to the Trustee written notice of a continuing Event of Default with respect to the Securities of that series, (ii) the holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series have made written request, and such holder or holders have offered reasonable indemnity, to the Trustee to institute such proceeding as trustee and (iii) the Trustee has failed to institute such proceeding, and has not received from the holders of a majority in aggregate principal amount of the outstanding securities of that series a direction inconsistent with such request, within 60 days after such notice, request and offer. (Section 507) However, such limitations do not apply to a suit instituted by a holder of a Security for the enforcement of payment of the principal of or any premium or interest on such Security on or after the applicable due date specified in such Security. (Section 508) Concerning the Trustees The Prospectus Supplement will set forth the Trustee designated for the series of the Securities offered thereby and such Trustee's relationships with the Company. Each of Bankers Trust Company and The First National Bank of Chicago provides, and any other trustee designated by the Company may provide, various banking services to the Company in the ordinary course of business. Certain of the banks are, and any other trustee designated by the Company may be, one of the lenders or a co-agent for various other banks under the Company's revolving credit arrangements. PLAN OF DISTRIBUTION The Company may sell Securities to or through underwriters, and also may sell Securities directly to other purchasers or through agents. The distribution of the Securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. In connection with the sale of Securities, underwriters, dealers or agents may receive compensation from the Company in the form of discounts, concessions or commissions. Underwriters, dealers and agents that participate in the distribution of Securities may be deemed to be underwriters, and any discounts or commissions received by them from the Company and any profit on the resale of Securities by them may be deemed to be underwriting discounts and commissions, under the 1933 Act. Any such underwriter or agent will be identified, and any such compensation received from the Company will be described, in the applicable Prospectus Supplement. All Securities will be a new issue of securities with no established trading market. Any underwriters to whom Securities are sold by the Company for public offering and sale may make a market in such Securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of the trading market for any Securities. Bearer Securities are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a U.S. person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the Internal Revenue Code of 1986, as amended, and the regulations thereunder. Under agreements which may be entered into by the Company, underwriters, dealers and agents who participate in the distribution of Securities may be entitled to indemnification by the Company against certain liabilities, including liabilities under the 1933 Act. VALIDITY OF SECURITIES The validity of the Securities offered will be passed upon for the Company by its Assistant Secretary and Associate General Counsel and Skadden, Arps, Slate, Meagher & Flom LLP or by such other counsel specified in the applicable Prospectus Supplement. The Assistant Secretary and Associate General Counsel has options to acquire less than 1% of the outstanding common stock of the Company. EXPERTS The financial statements and the related financial statement schedules incorporated in this Prospectus by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1995 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The expenses in connection with the issuance and distribution of the securities being registered, other than underwriting compensation, are: Filing Fee For Registration Statement................. $166,667 Legal Fees and Expenses............................... 75,000* Accounting Fees and Expenses.......................... 60,000* Trustee's Fees and Expenses (including counsel fees).. 10,000* Blue Sky Fees and Expenses............................ 5,000* Rating Agency Fees.................................... 160,000* Printing Fees......................................... 15,000* Miscellaneous......................................... 23,333* --------- Total.......................................... $515,000* ========= - --------------- * Estimated. Item 15. 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 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, 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 which 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 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, 1996 through August 1, 1997, insurance policies under which the insurers reimburse the Registrant, subject to the terms and conditions of the insurance policies, for the Registrant's obligation of indemnifying officers and directors. The insurers have agreed to reimburse the Registrant for loss amounts arising from any claim or claims which are first made against directors or officers of the Registrant and reported to the insurers during the policy period for any alleged wrongful act in their respective capacities as directors or officers of the Registrant, but only when and to the extent that the Registrant has indemnified such directors or officers for such loss pursuant to law, common or statutory, or contract, or the articles of incorporation or regulations of the Registrant which determine such rights of indemnity. This reimbursement is in excess of a $500,000 retention for loss arising from claims alleging the same wrongful act or related wrongful acts and is subject to a maximum amount of $100,000,000, including excess policies. In conjunction with the above described insurance, the Registrant maintains insurance to protect the individual director or officer against specified expenses and liabilities with respect to which the Registrant does not provide indemnification. The individual coverage is subject to the same maximum liability provisions as described above with no deductible. Item 16. Exhibits. 1.1 (a) -- Underwriting Agreement Standard Provisions dated as of January , 1997. To be filed by amendment or an exhibit to a Current Report of The Mead Corporation on Form 8-K and incorporated herein by reference. 1.1 (b) -- Form of Pricing Agreement. To be filed by amendment or an exhibit to a Current Report of The Mead Corporation on Form 8-K and incorporated herein by reference. 1.2 -- Agency Agreement. To be filed by amendment or an exhibit to a Current Report of The Mead Corporation on Form 8-K and incorporated herein by reference. 4 (a) -- Indenture dated as of July 15, 1982 between The Mead Corporation and Bankers Trust Company, including the form of Security (incorporated by reference to Exhibit 4(a) to Amendment No. 2 to Registration Statement No. 2-77811 and qualified under the Trust Indenture Act of 1939 in connection with such Registration Statement). (b) -- First Supplemental Indenture dated as of March 1, 1987 to the Indenture dated as of July 15, 1982 between The Mead Corporation and Bankers Trust Company (incorporated by reference to Exhibit 4(b) to Registration Statement No. 33-12634). (c)* -- Second Supplemental Indenture dated as of October 15, 1989 to the Indenture dated as of July 15, 1982 between The Mead Corporation and Bankers Trust Company. (d)* -- Third Supplemental Indenture dated as of November 15, 1991 between The Mead Corporation and Bankers Trust Company. (e) -- Indenture dated as of February 1, 1993 between The Mead Corporation and The First National Bank of Chicago, including form of Security (incorporated by reference to Exhibit (4)(iii) to Form 10-K for the year ended December 31, 1992 and qualified under the Trust Indenture Act of 1939 in connection with Registration Statement No. 33-43994). (f) -- Form of Indenture between The Mead Corporation and other trustees, including form of Security (incorporated by reference to Exhibit 4(e) to Registration Statement No. 33-43994 and qualified under the Trust Indenture Act of 1939 in connection with such Registration Statement). 5 (a)* -- Opinion and consent of David L. Santez, Assistant Secretary and Associate General Counsel. (b)* -- Opinion and consent of Skadden, Arps, Slate, Meagher & Flom LLP. 12* -- Calculation of Ratio of Earnings to Fixed Charges. 23 (a) -- Consent of Deloitte & Touche LLP. (b)* -- Consent of David L. Santez (contained in opinion filed as Exhibit 5(a) hereto). (c)* -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in opinion filed as Exhibit 5(b) hereto). 24* -- Power of Attorney (contained on page II-5 hereto). 25 (a)* -- Form T-1 of Bankers Trust Company. (b)* -- Form T-1 of The First National Bank of Chicago. - --------------- * Previously filed. Item 17. 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: (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 and of the estimated maximum offering range may be reflected in the form of the prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (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 paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 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) 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. 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 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. The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act. 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-3 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dayton, State of Ohio, on the 10th day of January, 1997. THE MEAD CORPORATION By /s/ Steven C. Mason (Steven C. Mason) Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities stated below and on the 10th day of January, 1997. Signature Capacity /s/ Steven C. Mason Director, Chairman and Chief ---------------------------- Executive Officer (principal executive (Steven C. Mason) officer) /s/ William R. Graber Vice President and Chief Financial - ----------------------------- Officer (principal financial officer) (William R. Graber) /s/ Gregory J. Geswein Controller (principal accounting officer) - ---------------------------- (Gregory T. Geswein) * Director - ---------------------------- (John C. Bogle) * Director - ---------------------------- (John G. Breen) * Director - ----------------------------- (William E. Hoglund) * Director - ------------------------------ (James G. Kaiser) * Director - ------------------------------ (John A. Krol) - ------------------------------- Director (Susan A. Kropf) * Director - ------------------------------ (Charles S. Mechem, Jr.) * Director - ------------------------------ (Paul F. Miller, Jr.) * Director - ------------------------------ (Thomas B. Stanley, Jr.) * Director - ------------------------------- (Lee J. Styslinger, Jr.) * Director - ------------------------------- (Jerome F. Tatar) *By /s/ William R. Graber -------------------------- (William R. Graber) Attorney in Fact EXHIBIT INDEX Exhibit Page 1.1 (a) -- Underwriting Agreement Standard Provisions dated as of January , 1997. To be filed by amendment or an exhibit to a Current Report of The Mead Corporation on Form 8-K and incorporated herein by reference. 1.1 (b) -- Form of Pricing Agreement. To be filed by amendment or an exhibit to a Current Report of The Mead Corporation on Form 8-K and incorporated herein by reference. 1.2 -- Agency Agreement. To be filed by amendment or an exhibit to a Current Report of The Mead Corporation on Form 8-K and incorporated herein by reference. 4 (a) -- Indenture dated as of July 15, 1982 between The Mead Corporation and Bankers Trust Company, including the form of Security (incorporated by reference to Exhibit 4(a) to Amendment No. 2 to Registration Statement No. 2-77811 and qualified under the Trust Indenture Act of 1939 in connection with such Registration Statement). (b) -- First Supplemental Indenture dated as of March 1, 1987 to the Indenture dated as of July 15, 1982 between The Mead Corporation and Bankers Trust Company (incorporated by reference to Exhibit 4(b) to Registration Statement No. 33-12634). (c)* -- Second Supplemental Indenture dated as of October 15, 1989 to the Indenture dated as of July 15, 1982 between The Mead Corporation and Bankers Trust Company. (d)* -- Third Supplemental Indenture dated as of November 15, 1991 between The Mead Corporation and Bankers Trust Company. (e) -- Indenture dated as of February 1, 1993 between The Mead Corporation and The First National Bank of Chicago, including form of Security (incorporated by reference to Exhibit (4)(iii) to Form 10-K for the year ended December 31, 1992 and qualified under the Trust Indenture Act of 1939 in connection with Registration Statement No. 33-43994). (f) -- Form of Indenture between The Mead Corporation and other trustees, including form of Security (incorporated by reference to Exhibit 4(e) to Registration Statement No. 33-43994 and qualified under the Trust Indenture Act of 1939 in connection with such Registration Statement). 5 (a)* -- Opinion and consent of David L. Santez, Assistant Secretary and Associate General Counsel. (b)* -- Opinion and consent of Skadden, Arps, Slate, Meagher & Flom LLP. 12* -- Calculation of Ratio of Earnings to Fixed Charges. 23 (a) -- Consent of Deloitte & Touche LLP. (b)* -- Consent of David L. Santez (contained in opinion filed as Exhibit 5(a) hereto). (c)* -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in opinion filed as Exhibit 5(b) hereto). 24* -- Power of Attorney (contained on page II-5 hereto). 25 (a)* -- Form T-1 of Bankers Trust Company. (b)* -- Form T-1 of The First National Bank of Chicago. - --------------- * Previously filed. EX-23 2 EXHIBIT 23(A) Exhibit 23(a) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement No. 333-16135, related to debt securities, of The Mead Corporation on Form S-3 of our report dated January 25, 1996, appearing in the Annual Report on Form 10-K of The Mead Corporation for the year ended December 31, 1995, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. DELOITTE & TOUCHE LLP Dayton, Ohio January 9, 1997 EX-99 3 FORM S-3 - AMENDMENT NO. 1 REGISTRATION NO. 333-16221 ========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM S-3 AMENDMENT NO. 1 TO 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 Number) MEAD WORLD HEADQUARTERS COURTHOUSE PLAZA NORTHEAST DAYTON, OHIO 45463 (937) 495-6323 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) DAVID L. SANTEZ ASSISTANT SECRETARY AND ASSOCIATE GENERAL COUNSEL 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) Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ( ) If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. (X) If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ( )________________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ( )___________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ( ) ____________________________________ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ========================================================================== PROSPECTUS THE MEAD CORPORATION 1984 STOCK OPTION PLAN 1991 STOCK OPTION PLAN 1996 STOCK OPTION PLAN The Mead Corporation (the "Company") is offering Common Shares, without par value ("Common Shares"), to permitted transferees of nonqualified stock options under the Company's 1984 Stock Option Plan (the "1984 Plan"), the Company's 1991 Stock Option Plan (the "1991 Plan") and the Company's 1996 Stock Option Plan (the "1996 Plan"). The Company is offering to permitted transferees 516,664 Common Shares, 1,370,279 Common Shares and 2,180,654 Common Shares issuable upon the exercise of stock options granted and transferred in accordance with the terms of the 1984 Plan, the 1991 Plan and the 1996 Plan, respectively (collectively, the "Plans"). The exercise prices of options outstanding under the Plans on the date of this Prospectus range from $26.625 to $58.44 per Common Share. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY COMMON SHARES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. The date of this Prospectus is January , 1997. THE COMPANY AND THE PLANS GENERAL The Company was incorporated in 1930 under the laws of the State of Ohio as the outgrowth of a paper manufacturing business founded in 1846, and has its principal executive offices at Mead World Headquarters, Courthouse Plaza Northeast, Dayton, Ohio 45463, telephone (937) 495-6323. The purposes of the Plans are (i) to provide incentives to officers and other key employees of the Company upon whose judgment, initiative and efforts the long-term growth and success of the Company are largely dependent; (ii) to assist the Company in attracting and retaining key employees of proven ability; and (iii) to increase the identity of interests of such key employees with those of the Company's shareholders by providing such employees with options to acquire Common Shares. The purposes of the 1996 Plan are expanded to cover non-employee directors, as well as officers and key employees of the Company. No new options may be granted under the 1984 Plan. The 1991 Plan and the 1996 Plan authorize in the aggregate the grant of options to acquire up to 8,000,000 Common Shares and the grant of up to 8,000,000 limited rights (subject to adjustment in certain circumstances). As of the date of this Prospectus, options to acquire an aggregate of 4,187,607 Common Shares and an aggregate of 4,193,717 limited rights remain available for grant under the 1991 Plan and the 1996 Plan. Common Shares subject to options that terminate or expire or are cancelled under the 1991 Plan or the 1996 Plan prior to being fully exercised may again become subject to option under the respective Plan, and limited rights that terminate or expire or are cancelled under the 1991 Plan or the 1996 Plan prior to being fully exercised may again be granted under the respective Plan. Common Shares issued upon the exercise of options granted under any of the Plans may be either authorized and unissued shares or treasury shares. In the event of a change in the Company's outstanding Common Shares because of a share dividend, recapitalization, merger, consolidation, split-up, combination or exchange of shares or the like, the number of Common Shares subject to, and the option price of, each outstanding option under any of the Plans, the number of limited rights outstanding under any of the Plans, the fair market value of a Common Share on the date a limited right is granted, and the like shall be appropriately adjusted by the Committee (as defined below). Options and limited rights granted under the Plans are subject to the terms, conditions and restrictions set forth in the respective Plans and in the agreements entered into between the Company and each person to whom options are granted. Copies of the Plans are filed as exhibits to the Registration Statement of which this Prospectus forms a part. GRANT OF OPTIONS Each Plan is administered by the Compensation Committee of the Board of Directors (the "Committee"), which determines the officers and other key employees of the Company to whom, and the times at which, options and limited rights will be granted, as well as the option price, the term of the option (which may not exceed ten years from the date of grant), and the number of Common Shares subject to each option. The Committee makes all determinations necessary or advisable for the administration of the Plan, and such determinations are conclusive. The Committee also has the authority under each of the Plans, subject to certain restrictions, to permit the transfer or assignment of any outstanding option and related limited rights, if any, by the option holder or to provide for any restrictions or limitation on the exercise of options as it deems appropriate. The 1996 Plan also provides for automatic nonqualified stock option ("NSO") grants to eligible non-employee directors. Each person who becomes an eligible director for the first time receives an automatic grant of NSOs to purchase 300 Common Shares and, thereafter, each eligible director receives automatic grants of NSOs to purchase a number of shares determined by a formula set forth in the Plan on each January 3 (beginning in 1997). Such options will become fully exercisable on the first anniversary of the date of grant and have a term of ten years. The 1996 Plan also permits incentive stock options to be granted with a reload feature. When an option holder exercises an option with this feature while employed by the Company (the "Original Option"), he or she will be granted a NSO (the "Reload Option") on the exercise date for a number of Common Shares equal to the number of Common Shares subject to the Original Option being exercised less the number of Common Shares that (i) are retained by the Company in payment of the option price or for purposes of satisfying tax withholding obligations, or (ii) are otherwise disposed of by the option holder for purposes of having the proceeds applied to the option price. The per share option price for an option granted under any of the Plans cannot be less than Fair Market Value of a Common Share. For purposes of the 1984 Plan, Fair Market Value is the highest sale price of a Common Share on the date of grant, as reported on the New York Stock Exchange -- Composite Transactions Tape. For purposes of the 1991 Plan and 1996 Plan, Fair Market Value is the average of the highest sale price and lowest sale price of a Common Share on the date of grant, as so reported. TRANSFERABILITY OF OPTIONS The Committee has permitted all options originally granted under each of the Plans as NSOs or that have converted from incentive stock options to NSOs after the date of grant and before the date of the Committee's action to be transferred for no consideration (except when required by court order) from the original grantee of the option (the "Grantee") to (i) a Family Member (as hereinafter defined) of the Grantee, (ii) a trust for the sole benefit of the Grantee's Family Members, or (iii) a partnership whose only partners are Family Members of the Grantee. The Committee action applies to NSOs granted and outstanding under the Plans prior to the date of this Prospectus and to NSOs hereafter granted under the Plans. "Family Member" means any of the Grantee's children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings (including half-brothers and sisters), nieces, nephews and in-laws. A permitted transferee of a NSO ("Transferee") has the same rights and obligations of the Grantee of the NSO, except that the Transferee can subsequently transfer the NSO only (i) by designating a beneficiary or beneficiaries to receive the Transferee's benefits with respect to the NSO upon the Transferee's death as discussed below, (ii) to a beneficiary of the trust, if the Transferee is a trust, or (iii) to a partner, if the Transferee is a partnership. Upon the death of the Transferee, the options held by such person under the Plans may be transferred to the person named in a designation of beneficiary filed by the option holder with the Company or otherwise by will or the laws of descent and distribution. The estate of the Transferee or the person to whom a NSO is transferred upon the death of the Transferee (a "Beneficiary") has the same rights and obligations of the Grantee of the NSO, except that the NSO cannot subsequently be transferred again other than by designation of a beneficiary, by will or by the laws of descent and distribution upon the death of the Beneficiary. Options granted under the Plans cannot be sold, pledged, hypothecated or, except as set forth above, transferred in any manner. EXERCISE OF OPTIONS Options granted under the Plans may not be exercised within one year after the date of grant. Because NSOs transferred to Transferees and Beneficiaries continue to be governed by the terms of the respective Plan and the original grant, their exercisability continues to be affected by the Grantee's employment or director status. Generally, an option granted to an employee may be exercised after the option becomes exercisable only if on the date of exercise the Grantee has been continuously employed by the Company since the date of grant. However, the Committee may provide that if the Grantee of the option ceases to be employed for any reason, the option will continue to be exercisable during its term for such additional period as the Committee may provide. For all NSOs that were granted prior to the date of this Prospectus, the Committee has acted to permit the exercise of the option following the Grantee's termination of employment in the following instances: if the Grantee's employment ceased due to his or her retirement after reaching age 55, or due to the Grantee's death or disability, the NSO will continue to be exercisable for the remainder of its term. If, under any of the foregoing circumstances, the option is not vested at the time the Grantee's employment terminates, the option will not be exercisable until it is so vested. A NSO that is granted to a non-employee director pursuant to the 1996 Plan that is not exercisable when the Grantee ceases to be a director will be cancelled at the time he or she ceases to be a director. If an option granted to a non- employee director is exercisable when the Grantee ceases to be a director and the Grantee is at least 70-years-old or had been a director of the Company for at least ten years at the time he or she ceases to be a director, the option will remain exercisable for the remainder of its term. If an option granted to a non- employee director is exercisable when the Grantee ceases to be a director but the Grantee is not yet 70-years-old or had not been a director of the Company for at least ten years at the time he or she ceases to be a director, then such option will be exercisable for an additional year (or, if shorter, through the option's term). In general, Reload Options granted under the 1996 Plan become exercisable on the third anniversary of the date that the Reload Option was granted. However, a Reload Option is immediately cancelled in whole or in part upon any sale, disposition, assignment or transfer by the Grantee of the Reload Option of any or all of the Common Shares issued upon the exercise of the Original Option (the "Original Shares") prior to the third anniversary of the date the Reload Option was granted, unless the agreement evidencing a Reload Option states otherwise. The portion of the Reload Option that is so cancelled shall equal the number of Original Shares that are sold, disposed of, assigned or transferred by the Grantee prior to the third anniversary of the date the Reload Option was granted, except that the Reload Option will not be cancelled to the extent that the Original Shares were used in connection with the exercise by the Grantee of another option that has a reload feature. Due to some of the foregoing factors, the Transferee's or Beneficiary's ability to exercise a NSO is not entirely within his or her control. For information regarding the terms of a particular stock option grant or to receive a Stock Option Exercise Form, the Transferee or Beneficiary may contact the office of the Secretary, The Mead Corporation, Courthouse Plaza Northeast, Dayton, Ohio 45463, (937) 495-4076. An option holder may exercise all or part of an option that is exercisable by giving written notice of exercise to the Committee or its designee on a Stock Option Exercise Form obtained from the Company that is completed in all respects and is signed by the Transferee or the Beneficiary, as the case may be. The option price must be paid in full at the time such notice is given. The option price may be paid in cash or with Common Shares having a Fair Market Value (as defined in the relevant Plan) equal to the option price, or a combination of Common Shares and cash together having a Fair Market Value on the date of exercise equal to the option price. The Common Shares may be either already-owned by the option holder or withheld from the Common Shares otherwise issuable to the option holder upon the exercise of the option. In the event that the Grantee receives a deemed hardship distribution from The Mead Salaried Savings Plan, the Transferee or Beneficiary, as the case may be, may be restricted from using cash to pay the option price for NSOs that are exercised within 12 months after the date of the Grantee's deemed hardship distribution. Upon the exercise of a NSO by a Transferee or Beneficiary, the Grantee of such NSO is required to satisfy the applicable withholding tax obligation by paying cash or other property to the Company. If the Grantee does not satisfy the applicable withholding tax obligation on the exercise date, the Company will retain from the Common Shares to be issued a number of Common Shares having a Fair Market Value on the exercise date equal to the mandatory withholding tax payable by the Grantee. The Company will issue the certificate for Common Shares to the Transferee or the Beneficiary, as the case may be, only after the option price has been paid and the applicable withholding tax has been satisfied. LIMITED RIGHTS The Committee may grant limited rights with respect to any option (other than the NSOs granted to non-employee directors under the automatic grant provisions of the 1996 Plan) either at the time the option is granted or at any time thereafter prior to the exercise, cancellation, termination or expiration of such option. The number of limited rights covered by any such grant may equal but not exceed the number of Common Shares covered by the related option. The term of each limited right is the same as the term of the option to which it relates. A holder may not exercise a limited right if and to the extent that the related option is exercised, and the holder may not exercise an option if and to the extent that a related limited right is exercised. When a NSO with limited rights is transferred as permitted by a Plan, then such limited rights automatically will be transferred as well. A limited right is exercisable only if and to the extent that the related option is exercisable. However, even if the related option is exercisable, a limited right is not exercisable during the first six months after grant. A limited right granted under the 1984 Plan is exercisable only if the Fair Market Value of a Common Share on the date of exercise exceeds the option price of a Common Share subject to the related option. Finally, a limited right that otherwise is exercisable may be exercised only during the following periods: (i) during a period of 30 days following the date of expiration of a tender offer or an exchange offer (other than an offer by the Company) subject to regulation under Section 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for Common Shares (a "Tender Offer"), if the offeror acquires Common Shares pursuant to such Tender Offer; (ii) during a period of 30 days following the date of approval by the shareholders of the Company of a definitive agreement: (x) for the merger or consolidation of the Company into or with another corporation, if the Company will not be the surviving Company or will become a subsidiary of another corporation, unless for purposes of limited rights granted under the 1991 Plan and the 1996 Plan the voting securities of the Company outstanding immediately prior to the merger or consolidation continue to represent at least 80% of the combined voting power of the voting securities of the Company or the surviving entity immediately thereafter, or (y) for the sale of all or substantially all of the assets of the Company (an "Acquisition Transaction"); (iii) during a period of 30 days following: (x) the date upon which the Company is provided a copy of a Schedule 13D (filed pursuant to Section 13(d) of the Exchange Act) indicating that any person or group has become the holder of 20% or more of the outstanding voting shares of the Company or (y) the date of approval by the shareholders of the Company of a control share acquisition, as defined in the Ohio General Corporation Law (a "Change of Control"); and (iv) during a period of 30 days following a change in the composition of the Board such that individuals who were members of the Board on the date two years prior to such change (or who were elected, or were nominated for election, by the Company's shareholders with the affirmative vote of at least two-thirds of the directors then still in office who were directors at the beginning of such two-year period) no longer constitute a majority of the Board (a "Change in Composition of the Board"). Upon the exercise of a limited right and subject to the payment by the Grantee of the applicable withholding taxes as described below, the holder of the limited right will receive a cash payment equal to the excess of: (x) the aggregate "exercise value" on the date of exercise (determined as provided below) of that number of Common Shares that is equal to the number of limited rights being exercised over (y) the aggregate exercise price under the related option of that number of Common Shares that is equal to the number of limited rights being exercised. A holder may exercise a limited right by giving written notice of such exercise to the Committee or its designee. The "exercise value" of a limited right on the date of exercise is: (a) in the case of an exercise during a period described in (i) above, the highest price per Common Share paid pursuant to any Tender Offer that is in effect at any time during the 60-day period prior to the date on which the limited right is exercised; (b) in the case of an exercise during a period described in (ii) above, the greater of: (x) the highest sale price of a Common Share during the 30-day period prior to the date of shareholder approval of the Acquisition Transaction, as reported on the New York Stock Exchange -- Composite Transactions Tape, or (y) the highest fixed or formula per Common Share price payable pursuant to the Acquisition Transaction (if determinable on the date of exercise); (c) in the case of an exercise during a period described in (iii) above, the greater of: (x) the highest sale price of a Common Share during the 30-day period prior to the date the Company is provided with a copy of the Schedule 13D, or the date of approval of the control share acquisition, as reported on the New York Stock Exchange -- Composite Transactions Tape, or (y) the highest acquisition price of a Common Share shown on such Schedule 13D or to be paid in such control share acquisition; and (d) in the case of an exercise during a period described in (iv) above, the highest sale price of a Common Share during the 30-day period prior to the date of the Change in Composition of the Board, as reported on the New York Stock Exchange -- Composite Transactions Tape. Any securities or property that form part or all of the consideration paid for Common Shares pursuant to a Tender Offer or Acquisition Transaction will be valued at the higher of (1) the valuation placed on such securities or property by the person making such Tender Offer or the other party to such Acquisition Transaction, or (2) the value placed on such securities or property by the Committee. Upon the exercise of limited rights by a Transferee or Beneficiary, the Grantee of such limited rights is required to satisfy the applicable withholding tax obligation by paying cash or other property to the Company. If the Grantee does not satisfy the applicable withholding tax obligation on the exercise date, the Company will retain from the cash payment to be made to the Transferee or Beneficiary, as the case may be, an amount equal to the mandatory withholding tax payable by the Grantee. EFFECTS OF CERTAIN CHANGES IN CONTROL The Plans provide that in the event of a Tender Offer, an Acquisition Transaction, a Change in Control or Change in the Composition of the Board, all outstanding options will become fully exercisable provided such date is a least six months after the date the option was granted. PAYMENT OF CASH FOR CANCELLATION OF OPTIONS The Committee has the authority in it sole discretion to authorize the payment to the holder of an option (with the consent of such holder), in exchange for the cancellation of all or a part of such holder's option, of cash in an amount not to exceed the difference between the aggregate Fair Market Value on the date of such cancellation of the Common Shares with respect to which the option is being cancelled and the aggregate option price of such Common Shares; provided, however, that if the exercisability of the options granted under the respective Plan has been accelerated, "Fair Market Value" on the date of such cancellation will be calculated in the same manner as the "exercise value" of a limited right would be calculated (whether or not any limited rights are actually outstanding). AMENDMENT AND TERMINATION OF THE PLANS The Board of Directors from time to time may amend the Plans, or any provision thereof, in such respects as the Board of Directors may deem advisable; provided, however, that any such amendment to the 1984 Plan must be approved by the holders of shares entitling them to exercise a majority of the voting power of the Company if such amendment would materially increase the benefits accruing to participants under the 1984 Plan, materially increase the aggregate number of Common Shares that may be issued and/or delivered under the 1984 Plan, or materially modify the requirements as to eligibility for participation in the 1984 Plan, and any such amendment to the 1991 Plan or the 1996 Plan must be approved by the shareholders of the Company if so required by federal or state law or by any stock exchange upon which Common Shares then may be listed. The 1984 Plan expired on January 26, 1994, and no new options or limited rights can be granted thereunder. The Board of Directors may terminate the 1991 Plan and the 1996 Plan at any time. If not earlier terminated by the Board of Directors, the 1991 Plan will expire on January 24, 2001 and the 1996 Plan will expire on September 30, 2005. No amendment to or termination of a Plan may affect adversely any option or limited right previously granted under such Plan without the consent of the holder thereof. RESTRICTIONS ON RESALE There are no restrictions on the resale of Common Shares received by a Transferee or Beneficiary upon the exercise of an option granted under a Plan, unless such person is deemed to be an "affiliate" of the Company. An affiliate may not dispose of Common Shares received upon the exercise of an option unless there is an effective registration statement under the Securities Act of 1933 (the "Securities Act") covering such disposition or an applicable exemption from such registration is available pursuant to Rule 144 promulgated under the Securities Act or otherwise. For this purpose, a Transferee or Beneficiary may be considered an affiliate if he or she has such a relationship with certain officers and directors of the Company, who themselves are considered to be affiliates of the Company, that the Transferee or Beneficiary could be deemed to be in control of, or part of a group that is in control of, or is controlled by, or is under common control with, the Company. SHAREHOLDER RIGHTS PLAN In November 1996, the Company adopted a Shareholder Rights Plan pursuant to which one right was granted for each outstanding Common Share. Such rights also automatically accrue to all Common Shares issued following the adoption of the Shareholder Rights Plan and prior to November 2006, including Common Shares issued upon the exercise of options granted under the Plans. The rights expire in November 2006, and none of the rights currently are exercisable. The rights, which become exercisable if a third party acquires 20% or more of the Common Shares, or if a tender offer that would result in a third party owning 20% or more of the Common Shares is commenced, entitle the holder to purchase one Common Share by paying the "exercise price" of $200. After the rights become exercisable, if a third party acquires 20% or more of the Common Shares (other than pursuant to certain offers for all Common Shares), or if a holder of 20% or more of the Common Shares engages in certain specified "self-dealing" transactions, or if the Board of Directors determines that any person who owns at least 10% of the Company's Common Shares is taking certain actions adverse to the best interest of the Company or is otherwise materially adversely affecting the Company's business, then the holder of each right (other than a holder of 20% or more of the Common Shares) may purchase Common Shares worth twice the exercise price by paying the exercise price. Similarly, if the Company is acquired in a merger or sells 50% or more of its assets or earning power, the holder of each right may purchase stock of the acquiring company worth twice the exercise price. Generally, the Company may redeem each right for $.01 at any time prior to 10 days after the rights become exercisable. FEDERAL INCOME TAX CONSEQUENCES The following discussion is a summary of certain relevant federal income tax effects applicable to NSOs and limited rights assigned to Transferees. The discussion related to Transferees is likewise applicable to Beneficiaries. It is recommended that Transferees and Beneficiaries of NSOs consult their tax advisers before they exercise any such options and before they dispose of any Common Shares acquired upon the exercise of any such options. At the time a Transferee exercises a NSO, the Grantee of the NSO will recognize ordinary income for federal income tax purposes in an amount equal to the excess of the Fair Market Value of the Common Shares purchased over the option price. Also, under current law, if the Transferee exercises a NSO after the Grantee's death, any such ordinary income will be recognized by the Grantee's estate. The Company generally will be entitled to a tax deduction at such time in the same amount that the Grantee recognizes ordinary income. Upon the exercise of a NSO by a Transferee, the Grantee of such NSO is required to satisfy the applicable withholding tax obligation by paying cash or other property to the Company. If the Transferee exercises a NSO after the Grantee's death, no income tax is withheld but the Grantee's estate is subject to FICA withholding unless the NSO is exercised in the calendar year after the Grantee's death. As discussed elsewhere in this Prospectus, if the Grantee fails to satisfy his or her withholding tax obligations, the Company will retain from the Common Shares otherwise issuable to the Transferee upon the exercise of the NSO a number of Common Shares having an aggregate Fair Market Value equal to such withholding tax obligation. If the Company retains Common Shares to satisfy the withholding tax obligation of the Grantee upon the exercise of a NSO, the Internal Revenue Service might consider such act as a gift by the Transferee to the Grantee in an amount equal to the Fair Market Value of the shares retained on the exercise date. The gift by the Transferee, if any, should be eligible for the annual gift tax exclusion or the application of the unified tax credit before calculating whether a gift tax is payable by the Transferee. The tax basis of the Common Shares received by a Transferee upon the exercise of a NSO equals the option price plus the ordinary income recognized by the Grantee (i.e., the fair market value of the shares received on the exercise date). The tax basis of the Common Shares received is slightly different if the Transferee delivers Common Shares in payment of all or a portion of the option price. If Common Shares acquired upon exercise of a NSO later are sold or exchanged by the Transferee, the difference between the sale price and the tax basis of such Common Shares generally will be taxable as long-term or short- term capital gain or loss (if the shares are a capital asset of the Transferee) depending upon whether the shares have been held for more than one year after such date. Upon the exercise of limited rights by a Transferee, the amount of any cash received will be taxable to the Grantee as ordinary income, and the Company will be entitled to a corresponding deduction. USE OF PROCEEDS The Company intends to use the proceeds received from the exercise of stock options granted under the Plans for general corporate purposes. PLAN OF DISTRIBUTION The Common Shares offered hereby will be issued by the Company in accordance with the terms of the Plans. LEGAL MATTERS The validity of the issuance of the Common Shares being offered hereby will be passed upon for the Company by David L. Santez, Assistant Secretary and Associate General Counsel of the Company. Mr. Santez holds options to purchase 6,000 Common Shares and has a beneficial interest in approximately 700 Common Shares acquired by The Mead Salaried Savings Plan through October 31, 1996. EXPERTS The balance sheets of the Company and its consolidated subsidiaries as of December 31, 1995 and 1994, and the related statements of earnings, shareowners' equity and cash flows for each of the three years in the period ended December 31, 1995, which are incorporated herein by reference, have been audited by Deloitte & Touche llp, independent auditors, whose report thereon is incorporated herein, and are included in reliance upon the report of such firm and upon the authority of such firm as experts in accounting and auditing. AVAILABLE INFORMATION The Company has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement under the Securities Act with respect to the Common Shares offered hereby. This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information with respect to the Company and the Common Shares offered hereby, reference is hereby made to such Registration Statement, including the exhibits filed as a part thereof. The Company is subject to the information requirements of the Exchange Act and in accordance therewith files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information can be inspected and copied at the offices of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; and at the Commission's Regional Offices at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Commission maintains a web site (http://www.sec.gov.) that contains publicly available reports, proxy and information statements and other information regarding the Company and other registrants that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval system. Such reports and other information concerning the Company also can be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York; the Midwest Stock Exchange, 440 South LaSalle Street, Chicago, Illinois; and the Pacific Stock Exchange, Inc., 301 Pine Street, San Francisco, California. INFORMATION INCORPORATED BY REFERENCE The following documents filed with the Commission are incorporated herein by reference as of their respective dates of filing: (a) The Annual Report of The Mead Corporation on Form 10-K for the year ended December 31, 1995, filed pursuant to Section 13 of the Exchange Act; (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1995; and (c) The description of the Company's Common Shares and the related Rights contained in the Registration Statements filed pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. 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 that indicates that all Common Shares offered hereunder have been sold or that deregisters all shares then remaining unsold hereunder shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. The Company will provide without charge to each person to whom this Prospectus is delivered, on the request of such person, a copy of any or all of the foregoing documents incorporated herein by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into the documents that this Prospectus incorporates). Written or telephone requests should be directed to David L. Santez, Assistant Secretary and Associate General Counsel, The Mead Corporation, Courthouse Plaza Northeast, Dayton, Ohio 45463, (937) 495-4076. PART II. INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following is an itemized statement of the amount of all expenses incurred by the Registrant in connection with the issuance and distribution of the Common Shares registered hereunder. SEC Registration Fee . . . . . . . . . . . . . . . . . . . $62,538.16 Legal Fees and Expenses . . . . . . . . . . . . . . . . . . 5,000.00 Accounting Fees and Expenses . . . . . . . . . . . . . . . . 5,000.00 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . 2,000.00 Total . . . . . . . . . . . . . . . . . . . . . . . $74,538.16 All fees listed above other than the SEC Registration Fee are estimates. Item 15. 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 services 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 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 any 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 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 a period from August 1, 1996 through August 1, 1997, 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 one-year period covered by this policy. The policy does not, of course, cover any matter that is uninsurable under law. Such $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. The maximum liability of the insurer is $25,000,000. Effective August 1, 1996, the Registrant purchased excess policies providing additional annual limits of $75,000,000 through August 1, 1997. 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 16. Exhibits. See Exhibit Index following the signature pages to this Registration Statement. Item 17. 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: (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 percent 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 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. 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-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dayton, State of Ohio, on January 9, 1997. THE MEAD CORPORATION By /s/ Steven C. Mason Steven C. Mason Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Date: January 9, 1997 By /s/ Steven C. Mason Steven C. Mason Director, Chairman of the Board and Chief Executive Officer (principal executive officer) Date: January 9, 1997 By /s/ William R. Graber William R. Graber Vice President and Chief Financial Officer (principal financial officer) Date: January 9, 1997 By /s/ Gregory T. Geswein Gregory T. Geswein Controller (principal accounting officer) Date: January 9, 1997 By John C. Bogle* John C. Bogle Director Date: January 9, 1997 By John G. Breen* John G. Breen Director Date: January 9, 1997 By William E. Hoglund* William E. Hoglund Director Date: January 9, 1997 By James G. Kaiser* James G. Kaiser Director Date: January 9, 1997 By John A. Krol* John A. Krol Director Date:___________________ By ---------------------- Susan J. Kropf Director Date: January 9, 1997 By Charles S. Mechem, Jr.* Charles S. Mechem, Jr. Director Date: January 9, 1997 By Paul F. Miller, Jr.* Paul F. Miller, Jr. Director Date: January 9, 1997 By Thomas B. Stanley, Jr.* Thomas B. Stanley, Jr. Director Date: January 9, 1997 By Lee J. Styslinger, Jr.* Lee J. Styslinger, Jr. Director Date: January 9, 1997 By Jerome F. Tatar* Jerome F. Tatar Director ______________________________ * The undersigned by signing his name hereto, executes this Amendment No. 1 to Registration Statement on Form S-3 pursuant to powers of attorneys executed by the above-named persons which were included in the Registration Statement. /s/ William R. Graber William R. Graber Attorney-in-Fact EXHIBIT INDEX Exhibit Number Description of Exhibit 4.1 Amended Articles of Incorporation of the Registrant adopted May 28, 1987 . . . . . . . . 1 4.2 Regulations of the Registrant, as amended April 25, 1996, were filed as Exhibit 3(ii) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 . . . . . . . 2 4.3 Rights Agreement dated as of November 9, 1996 between the Registrant and The First National Bank of Boston, as Rights Agent, was filed as Exhibit 1 to the Registrant's Current Report on Form 8-K dated November 9, 1996 . . . . . . . . . . 2 5 Opinion of Associate General Counsel of the Registrant . . . . . . . . . . . . . . . . . . 1 23.1 Consent of Associate General Counsel of the Registrant (contained in Opinion filed as Exhibit 5) . . . . . . . . . . . . . . . . . . 1 23.2 Consent of Deloitte & Touche llp . . . . . . . 3 24 Powers of Attorney (contained in the signature pages following Part II of the Registration Statement) . . . . . . . . . . . . . . . . . . 1 99.1 The Mead Corporation 1984 Stock Option Plan, as amended through November 9, 1996 . . . . . . . 1 99.2 The Mead Corporation 1991 Stock Option Plan, as amended through November 9, 1996 . . . . . . . 1 99.3 The Mead Corporation 1996 Stock Option Plan, as amended through November 9, 1996 . . . . . . . 1 _______________ 1 - Previously Filed 2 - Incorporated by Reference 3 - Filed Herewith EX-23 4 EXHIBIT 23.2 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement No. 333-16221, related to 4,067,597 Common Shares, of The Mead Corporation on Form S-3 of our report dated January 25, 1996, appearing in the Annual Report on Form 10-K of The Mead Corporation for the year ended December 31, 1995, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/ DELOITTE & TOUCHE LLP Dayton, Ohio January 9, 1997 -----END PRIVACY-ENHANCED MESSAGE-----