-----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, TL+e7bBiWfNqWdgU4uKMpwF2pXfwzb/gDW38c44vR4JONGoikeuEg63nXs0M5EEn QJYb92VMglT2cPCyI6dDZg== 0000064394-97-000005.txt : 19970514 0000064394-97-000005.hdr.sgml : 19970514 ACCESSION NUMBER: 0000064394-97-000005 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970513 SROS: CSX SROS: NYSE SROS: PSE 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-02267 FILM NUMBER: 97601819 BUSINESS ADDRESS: STREET 1: MEAD WORLD HEADQUARTERS STREET 2: COURTHOUSE PLZ NORTHEAST CITY: DAYTON STATE: OH ZIP: 45463 BUSINESS PHONE: 5134956323 10-K/A 1 ============================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _______ Commission File No. 1-2267 THE MEAD CORPORATION (Exact name of registrant as specified in its charter) Ohio 31-0535759 (State of Incorporation) (I.R.S. Employer Identification No.) MEAD WORLD HEADQUARTERS COURTHOUSE PLAZA NORTHEAST DAYTON, OHIO 45463 (Address of principal executive offices) Registrant's telephone number, including area code: 937-495-6323 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on which Registered ------------------- --------------------- Common Shares Without Par Value New York Stock Exchange and Common Share Purchase Rights Chicago Stock Exchange Pacific Stock Exchange _________________________ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __. _________________________ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] _________________________ As of January 24, 1997, the aggregate market value of the voting shares held by non-affiliates of the Registrant was approximately $3,148,633,552 determined by multiplying the highest selling price of a Common Share on the New York Stock Exchange--Composite Transactions Tape on such date, times the amount by which the total shares outstanding exceeded the shares beneficially owned by directors and executive officers of the Registrant. Such determination shall not, however, be deemed to be an admission that any person is an "affiliate" as defined in Rule 405 under the Securities Act of 1933. The number of Common Shares outstanding at February 25, 1997 was 52,236,180. DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrant's Proxy Statement for the Annual Meeting of Shareholders scheduled to be held on April 24, 1997, are incorporated by reference in Part III; definitive copies of said Proxy Statement were filed with the Securities and Exchange Commission on March 12, 1997. ================================================================================ Pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, the undersigned registrant (the Registrant) hereby amends its Annual Report on Form 10-K for the fiscal year ended December 31, 1996 to include the following information and financial statements required by Form 11-K with respect to The Mead Salaried Savings Plan (the Plan) for the year ended December 31, 1996: THE MEAD SALARIED SAVINGS PLAN TABLE OF CONTENTS - ------------------------------------------------------------------ Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits as of December 31, 1996 and 1995 2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1996 3 NOTES TO FINANCIAL STATEMENTS 4-5 SUPPLEMENTAL SCHEDULES: Schedule of Assets Held for Investment as of December 31, 1996 6 Schedule of Reportable Transactions for the Year Ended December 31, 1996 7 EXHIBIT: Independent Auditors' Consent 8 Signatures 9 INDEPENDENT AUDITORS' REPORT Members of the Corporate Benefits Committee The Mead Salaried Savings Plan Dayton, Ohio We have audited the accompanying statements of net assets available for benefits of The Mead Salaried Savings Plan (the Plan) as of December 31, 1996 and 1995, and the related statement of changes in net assets available for benefits for the year ended December 31, 1996. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1996 and 1995, and the changes in net assets available for benefits for the year ended December 31, 1996, in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets held for investment as of December 31, 1996, and (2) reportable transactions in excess of five percent of the current value of plan assets for the year ended December 31, 1996, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1996 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Dayton, Ohio April 11, 1997 THE MEAD SALARIED SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1996 AND 1995 - ------------------------------------------------------------------- (All dollar amounts in thousands) 1996 1995 --------- -------- ASSETS Investments: Mead Common Stock Fund $144,744 $136,122 Fidelity Investment Funds: Magellan Fund 70,126 68,763 Equity Income Fund 37,788 26,594 Intermediate Bond Fund 4,441 4,316 Overseas Fund 12,148 9,408 Asset Manager Fund 25,155 23,527 Asset Manager: Growth Fund 37,208 31,594 Asset Manager: Income Fund 5,921 6,464 Short Term Bond Fund 12,654 13,888 Retirement Money Market Fund 12,794 9,037 US Equity Index Pool Fund 6,958 2,460 Loans to participants 9,653 10,123 -------- -------- Net Assets Available for Benefits $379,590 $342,296 ======== ======== See notes to financial statements. THE MEAD SALARIED SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1996 - ------------------------------------------------------------------ (All dollar amounts in thousands) INCREASES IN PLAN ASSETS: Contributions: Employees $ 21,764 Rollovers 1,904 Employer 9,301 Investment Income: Interest and dividends 22,167 Net appreciation in fair value of investments 23,278 --------- Total increases 78,414 --------- DECREASES IN PLAN ASSETS: Benefits paid to participants 41,076 Administrative expenses 44 --------- Total decreases 41,120 --------- NET INCREASE IN PLAN ASSETS 37,294 NET ASSETS - DECEMBER 31, 1995 342,296 --------- NET ASSETS - DECEMBER 31, 1996 $ 379,590 ========= See notes to financial statements. THE MEAD SALARIED SAVINGS NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 AND YEAR ENDED DECEMBER 31, 1996 - ------------------------------------------------------------------- A. PLAN DESCRIPTION The following description of The Mead Salaried Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General - The Plan is a defined contribution plan covering employees of The Mead Corporation who are not covered by collective bargaining agreements. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions - Participants may generally authorize a redirection of payroll wages of up to 16% of compensation as a contribution to the Plan each year. During the year ended December 31, 1996, Mead's contributions were 60% of each dollar contributed on the first 3% of the participant's eligible gross pay and 40% of each dollar on the next 3% of the participant's eligible gross pay. Mead may make an additional discretionary contribution each year in an amount determined by its Board of Directors. A discretionary contribution of $250 per employee was made in the year ended December 31, 1996. Employee and employer contributions and actual earnings thereon are at all times fully vested and nonforfeitable. Investment options - Participants can direct their contributions among the following funds of the Plan: Magellan Fund Equity Income Fund Intermediate Bond Fund Overseas Fund Asset Manager Fund Asset Manager: Growth Fund Asset Manager: Income Fund Short Term Bond Fund Retirement Money Market Fund U.S. Equity Index Pool Mead Common Stock Fund Prospectuses relating to these funds are available to the Plan participants from Fidelity Management Trust Company. Administrative Expenses - Expenses for administering the Plan, other than loan set-up and maintenance fees, are paid directly by Mead. Plan Termination - Mead reserves the right to terminate the Plan at any time, subject to Plan provisions. Upon such termination of the Plan, the assets in the Plan, net of expenses properly charged thereto, shall be distributed to participants or their beneficiaries based upon their interests in the Plan at the termination date. B. SIGNIFICANT ACCOUNTING POLICIES Investment Valuation - The Plan's investments are stated at fair value as measured by readily available market prices. Participant loans are valued at face value. Payment of Benefits - Benefits are recorded when paid. C. TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated July 3, 1996, that the Plan was in compliance with the applicable requirements of the Internal Revenue Service. The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes was included in the Plan's financial statements. D. FUND INFORMATION Participant contributions,benefits paid to participants, interest and dividends and net appreciation (depreciation) in fair value of investments by fund are as follows for the year ended December 31, 1996: (All dollar amounts in thousands)
Benefits Interest Net appreciation (depreciation) Participant paid to and in fair value contributions participants dividends of investments ------------- ------------ ---------- ---------------- Mead Common Stock Fund $ 2,947 $ 15,962 $ $ 18,511 Magellan Fund 6,376 7,441 11,098 (3,570) Equity Income Fund 2,564 3,465 2,283 3,776 Intermediate Bond Fund 392 380 293 (140) Overseas Fund 1,283 1,316 731 606 Asset Manager Fund 2,026 2,703 1,975 930 Asset Manager: Growth Fund 3,454 3,110 3,086 2,409 Asset Manager: Income Fund 464 837 451 7 Short Term Bond Fund 984 1,809 847 (242) Retirement Money Market Fund 778 2,902 544 US Equity Index Pool Fund 496 275 991 Loans to participants 876 859 ------------ ------------ ---------- ----------------- Total $ 21,764 $ 41,076 $ 22,167 $ 23,278 ============ ============ ========== =================
All Employer contributions are made to the Mead Common Stock Fund. The Mead Salaried Savings Plan Item 27a - Supplemental Schedule of Assets Held for Investment December 31, 1996 - ------------------------------------------------------------------- (All dollar amounts in thousands) Market Units Cost Value ------------ -------- -------- Mead Common Stock Fund 9,968,601 $ 95,331 $144,744 Fidelity Investment Funds: Magellan 869,506 64,247 70,126 Equity Income 882,274 31,390 37,788 Intermediate Bond 440,595 4,447 4,441 Overseas 393,896 11,542 12,148 Asset Manager 1,527,326 22,852 25,155 Asset Manager: Growth 2,275,710 32,710 37,208 Asset Manager: Income 509,959 5,591 5,921 Short Term Bond 1,451,184 12,999 12,654 Retirement Money Market 12,794,390 12,794 12,794 U.S. Equity Index Pool 342,736 5,647 6,958 Loans to participants - 1,755 loans with interest rates from 9.65% to 10.75% 9,653 9,653 -------- -------- $309,203 $379,590 ======== ======== The Mead Salaried Savings Plan Item 27d- Supplemental Schedule of Reportable Transactions - Series of Transactions Year Ended December 31, 1996 - ------------------------------------------------------------------------------- (All dollar amounts in thousands)
Number of Purchase Number Sale Gain/ Description Purchases Cost of Sales Proceeds (Loss) - ---------------------------------------------- ---------- -------- ----------- ----------- Mead Common Stock Fund 254 $31,068 254 $40,955 $8,684 Magellan Fund 254 27,657 249 22,724 1,031 Equity Income Fund 254 15,553 232 8,135 847 Asset Manager: Growth Fund 254 10,803 239 7,599 979 Retirement Money Market Fund 254 25,784 230 22,026
INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statement Nos. 33-37961 and 33-47580 on Form S-8 of our report dated April 11, 1997, accompanying the financial statements of The Mead Salaried Savings Plan included in the Form 10-K/A Amendment No. 1 to the Annual Report on Form 10-K of The Mead Corporation for the year ended December 31, 1996. DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Dayton, Ohio May 9, 1997 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant and the administrators of the Plan have duly caused this amendment to the Annual Report on Form 10-K to be signed by the undersigned, thereunto duly authorized. THE MEAD CORPORATION (Registrant) Date: May 13, 1997 By: GREGORY T. GESWEIN ________________________ Gregory T. Geswein Vice President and Controller (principal accounting officer) THE MEAD SALARIED SAVINGS PLAN Date: May 13, 1997 By: JAMES B. BELL ________________________ James D. Bell Director of Benefits SEC\10K\97\FRM10KA1 050297dlw -----END PRIVACY-ENHANCED MESSAGE-----