-----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, BJixCZ4TJw2kSh+PLwt5WyCu9lOTXRWCjjJ5RM4fL4BN56bsAk1fxrQ1kGH6ugn9 M5UijLsYA8pDgtnq/lS6Og== 0000064394-97-000006.txt : 19970514 0000064394-97-000006.hdr.sgml : 19970514 ACCESSION NUMBER: 0000064394-97-000006 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: 97601828 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. 2 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 Savings Plan for Bargaining Unit Employees (the Plan) for the year ended December 31, 1996: THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES 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 Savings Plan for Bargaining Unit Employees Dayton, Ohio We have audited the accompanying statements of net assets available for benefits of The Mead Savings Plan for Bargaining Unit Employees (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 SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES 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 $ 1,068 $ 625 Fidelity Investment Funds: Magellan Fund 12,173 8,959 Equity Income Fund 5,239 2,981 Intermediate Bond Fund 420 292 Overseas Fund 1,427 889 Asset Manager Fund 2,636 1,766 Asset Manager: Growth Fund 4,869 2,970 Asset Manager: Income Fund 765 610 Short Term Bond Fund 1,787 1,473 Retirement Money Market Fund 1,722 551 US Equity Index Pool Fund 508 168 Loans to participants 993 592 --------- -------- Net Assets Available for Benefits $ 33,607 $ 21,876 ========= ======== See notes to financial statements. THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES 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 $ 8,873 Rollovers 501 Employer 82 Investment Income: Interest and dividends 2,904 Net appreciation in fair value of investments 587 --------- Total increases 12,947 --------- DECREASES IN PLAN ASSETS: Benefits paid to participants 1,207 Administrative expenses 9 --------- Total decreases 1,216 --------- NET INCREASE IN PLAN ASSETS 11,731 NET ASSETS - DECEMBER 31, 1995 21,876 --------- NET ASSETS - DECEMBER 31, 1996 $ 33,607 ========= See notes to financial statements. THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 AND YEAR ENDED DECEMBER 31, 1996 - ---------------------------------------------------------------- A. PLAN DESCRIPTION The following description of The Mead Savings Plan for Bargaining Unit Employees (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 union employees of The Mead Corporation who are covered by collective bargaining agreements. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions - Participants, except for participants employed at the Rumford, Maine, facility, may generally authorize a redirection of payroll wages of up to 10% of compensation as a contribution to the Plan each year. Employee contributions and actual earnings thereon are at all times fully vested and nonforfeitable. Participants employed at the Rumford, Maine, facility 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 50% of each dollar contributed on the first 3% of the participant's eligible gross pay. 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 $ 301 $ 3 $ $ 113 Magellan Fund 3,133 384 1,627 (409) Equity Income Fund 1,272 199 306 494 Intermediate Bond Fund 156 27 25 (11) Overseas Fund 431 51 86 57 Asset Manager Fund 756 140 193 76 Asset Manager: Growth Fund 1,295 80 392 237 Asset Manager: Income Fund 220 72 50 (1) Short Term Bond Fund 495 81 108 (27) Retirement Money Market Fund 696 150 47 US Equity Index Pool Fund 118 16 58 Loans to participants 4 70 ------------- ------------ ---------- ---------------- Total $ 8,873 $ 1,207 $ 2,904 $ 587 ============= ============ ========== ================
All Employer contributions are made to the Mead Common Stock Fund. The Mead Savings Plan for Bargaining Unit Employees 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 73,586 $ 972 $ 1,068 Fidelity Investment Funds: Magellan 150,934 11,429 12,173 Equity Income 122,327 4,477 5,239 Intermediate Bond 41,678 421 420 Overseas 46,256 1,363 1,427 Asset Manager 160,064 2,457 2,636 Asset Manager: Growth 297,775 4,408 4,869 Asset Manager: Income 65,875 738 765 Short Term Bond 204,968 1,817 1,787 Retirement Money Market 1,721,590 1,722 1,722 U.S. Equity Index Pool 25,002 428 508 Loans to participants - 326 loans with interest rates from 9.65% to 10.75% 993 993 -------- -------- $31,225 $33,607 ======== ======== The Mead Savings Plan for Bargaining Unit Employees 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 147 $ 790 89 $ 461 $27 Magellan Fund 233 5,570 196 1,947 55 Equity Income Fund 208 2,500 134 737 87 Overseas Fund 147 853 80 371 12 Asset Manager Fund 130 1,169 77 376 33 Asset Manager: Growth Fund 159 2,119 96 457 55 Retirement Money Market Fund 143 1,813 84 642
INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statement No. 33-53421 on Form S-8 of our report dated April 11, 1997, accompanying the financial statements of The Mead Savings Plan for Bargaining Unit Employees included in the Form 10-K/A Amendment No. 2 to the Annual Report on Form 10-K of The Mead Corporation for the year ended December 31, 1996. DELOITTE & TOUCHE 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 SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES Date: May 13, 1997 By: JAMES D. BELL ________________________ James D. Bell Director of Benefits SEC\10K\97\FRM10KA2 050297dlw -----END PRIVACY-ENHANCED MESSAGE-----