-----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, Tw9X7iTk9WFl6nYtBEU8tTE2vb3xrBjTVDEJ0/WPMEkfI+hM0oPcYenYNdBkENEW 5M00fLiuT99+l+D2laxaXQ== 0000950172-99-001772.txt : 19991217 0000950172-99-001772.hdr.sgml : 19991217 ACCESSION NUMBER: 0000950172-99-001772 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991215 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991216 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: SEC FILE NUMBER: 001-02267 FILM NUMBER: 99775558 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: December 15, 1999 The Mead Corporation (Exact name of registrant as specified in its charter) Ohio 1-2267 31-0535759 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) Mead World Headquarters Courthouse Plaza Northeast Dayton, Ohio 45463 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (937) 495-4439 Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events. On December 7, 1999, The Mead Corporation (the "Company") entered into Amendment No. 1 to the Rights Agreement (the "Amendment No. 1"), between the Company and BankBoston, N.A. (as successor to The First National Bank of Boston) (the "Rights Agent"), which amends the Rights Agreement (the "Rights Agreement"), dated as of November 9, 1996. Amendment No. 1 eliminated those provisions from the Rights Agreement that provided that the Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the Board as a result of a proxy contest or consent solicitation. A copy of Amendment No. 1 is attached hereto as Exhibit 1 and is incorporated herein by reference. The foregoing discussion does not purport to be complete and is qualified in its entirety by reference to such Exhibit. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Exhibit - ----------- ------- 4 Amendment No. 1 to the Rights Agreement, dated as of December 7, 1999, between The Mead Corporation and BankBoston, N.A. (as successor to The First National Bank of Boston) as Rights Agent. 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 hereunto duly authorized. THE MEAD CORPORATION By: /s/ Timothy R. McLevish ____________________________ Name: Timothy R. McLevish Title: Vice President, and Chief Financial Officer Date: December 15, 1999 INDEX TO EXHIBITS Exhibit No. Exhibit Page ----------- ------- ---- 4 Amendment No. 1 to the Rights Agreement, dated as of December 7, 1999, between The Mead Corporation and BankBoston, N.A., (as successor to The First National Bank Of Boston), as Rights Agent. EX-4 2 EXHIBIT 4 - AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT AMENDMENT NO. 1 TO THE RIGHTS AGREEMEN Amendment No. 1 to the Rights Agreement, dated as of December 7, 1999 (the "Amendment"), by and between The Mead Corporation, an Ohio corporation (the "Company"), and BankBoston, N.A. (formerly The First National Bank of Boston), a national banking association organized under the laws of the United States of America, as Rights Agent (the "Rights Agent"). WHEREAS, on November 9, 1996 the Company and the Rights Agent entered into a Rights Agreement (the "Agreement"); WHEREAS, pursuant to Section 26 of the Agreement, the Company has determined to modify the terms of the Agreement in certain respects. NOW, THEREFORE, in consideration of the promises and mutual agreements herein set forth, and intending to be legally bound hereby, the parties hereto agree that the Agreement shall be and hereby is amended in the following manner: Section 1. Amendment of Redemption and Termination Section. The last sentence of Section 23(a) of the Agreement is hereby amended by deleting the clause reference "(i)" and by deleting the following which appears at the end thereof: "or (ii) for a period of one hundred and eighty (180) days following the effectiveness of an election in which (A) a majority of the Board of Directors of the Company were elected by shareholder action by written consent or (B) a majority of the Board of Directors of the Company elected at a meeting of Shareholders were not nominated by the Board of Directors in office immediately prior to such meeting, if such redemption is reasonably likely to have the purpose or effect of allowing any Person to become an Acquiring Person or otherwise facilitating the occurrence of a Triggering Event or a transaction with an Acquiring Person". Section 2. Amendment of Form of Rights Certificate. The last sentence of the sixth paragraph of Exhibit A to the Agreement is hereby amended by deleting the clause reference "(i)" and the following which appears at the end thereof: "or (ii) for a period of 180 days following a change in the majority of the Board of Directors of the Company resulting from a proxy contest or consent solicitation". Section 3. Amendment of Summary of Rights to Purchase Common Stock. The last sentence of the tenth paragraph of Exhibit B to the Agreement is hereby amended by deleting the clause reference "(i)" and the following which appears at the end thereof: "or (ii) for a period of 180 days following a change in the majority of the Board of Directors of the Company resulting from a proxy contest or consent solicitation". Section 4. Amendment of Notices Section. The name of The Rights Agent is hereby amended by deleting the reference to "The First National Bank of Boston c/o Boston EquiServe, L.P." and the name "BankBoston, N.A. c/o EquiServe Limited Partnership" is inserted. Section 5. "Agreement" as Amended. The term "Agreement" as used in the Agreement shall be deemed to refer to the Agreement as amended hereby, and all references to the Agreement shall be deemed to include this Amendment. Section 6. Effectiveness. This Amendment shall be effective as of the date first written above, and except as set forth herein, the Agreement shall remain in full force and effect and otherwise shall be unaffected hereby. Section 7. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested as of the date first written above. THE MEAD CORPORATION /s/ Timothy R. McLevish --------------------------- Name: Timothy R. McLevish Title: Vice President and CFO BANKBOSTON, N.A. /s/ Tyler H. Hanes ----------------------------- Name: Tyler H. Hanes Title: Director, Client Services -----END PRIVACY-ENHANCED MESSAGE-----