-----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, IhcNx0F2TFfVd6xD7Tb+j3JztPQf8lD+mLuX+0RW+WGiC+GhZxvksMjNi64QL11j ZK8hvEPRgCk45n1UzRhD6Q== 0000950172-96-000755.txt : 19961115 0000950172-96-000755.hdr.sgml : 19961115 ACCESSION NUMBER: 0000950172-96-000755 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961113 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961113 SROS: NYSE 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02267 FILM NUMBER: 96661707 BUSINESS ADDRESS: STREET 1: MEAD WORLD HEADQUARTERS STREET 2: COURTHOUSE PLZ NORTHEAST CITY: DAYTON STATE: OH ZIP: 45463 BUSINESS PHONE: 5134956323 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 13, 1996 THE MEAD CORPORATION ------------------------------------------------------------------- (Exact name of registrant as specified in its charter) OHIO 1-2267 31-0535759 ------------------------------------------------------------------- (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification incorporation) Number) ------------------------------------------------------------------- Mead World Headquarters, Courthouse Plaza Northwest, Dayton, OH 45463 ------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (513) 495-6323 ------------------------------------------------------------------ (Registrant's telephone number, including area code) N/A ------------------------------------------------------------------ (Former name or former address, if changed since last report) Item 5. Other Events. On November 9, 1996, the Board of Directors of The Mead Corporation (the "Company") approved the extension of the benefits afforded by the Company's existing Shareholders Rights Plan by adopting a new Shareholders Rights Plan. The new Plan, like the existing Plan, is intended to promote continuity and stability, deter coercive or partial offers which will not provide full and fair value to all shareholders and enhance the Board of Directors' ability to represent all shareholders and thereby maximize shareholder value. Pursuant to the new Rights Agreement between the Company and The First National Bank of Boston, as Rights Agent (the "1996 Rights Agreement"), one right ("Right") will be issued for each Common Share, without par value, of the Company outstanding at the close of business on November 14, 1996. Each of the new Rights will entitle the registered holder to purchase from the Company one Common Share, at a price of $200. The Rights generally will not become exercisable unless and until, among other things, any person acquires 20% or more of the outstanding Common Shares or any person acquires 10% or more and is found to be an Adverse Person (as defined in the 1996 Rights Agreement). The new Rights are generally redeemable at $0.01 per Right at any time until 10 days following a public announcement that a 20% or greater position in the Company's Common Shares has been acquired or a person is found to be an Adverse Person and will expire, unless earlier redeemed or extended, on November 14, 2006. A description of the new Rights is set forth in the 1996 Rights Agreement, a copy of which is filed herewith and incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description 1 Rights Agreement, dated as of November 9, 1996, between The Mead Corporation and First National Bank of Boston, which includes as Exhibit A thereto, the Form of Rights Certificate (incorporated by reference to the Registrant's Form 8-A dated November 13, 1996). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE MEAD CORPORATION (Registrant) BY: /s/ William R. Grayber Name: William R. Grayber Title: Vice President and Chief Financial Officer Dated: November 13, 1996 INDEX TO EXHIBITS Exhibit No. Description Page 1 Rights Agreement, dated as of 5 November 9, 1996, between The Mead Corporation and First National Bank of Boston, which includes as Exhibit A thereto, the Form of Rights Certificate (incorporated by reference to the Registrant's Form 8-A dated November 13, 1996). -----END PRIVACY-ENHANCED MESSAGE-----