-----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, T4X0yZyQwn4+0sx07wsLzmIYcKhJnj9wjh9Ho3+lb/dANdHm/FawK2O1KBEqA5Yf LEg3n6QcyWTRRRIbMYJE7g== 0000064394-99-000006.txt : 19990514 0000064394-99-000006.hdr.sgml : 19990514 ACCESSION NUMBER: 0000064394-99-000006 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990513 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: SEC FILE NUMBER: 001-02267 FILM NUMBER: 99620288 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 AMENDMENT NO. 1 MEAD 401(K) PLAN ================================================================================ 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, 1998 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 22, 1999, the aggregate market value of the voting shares held by non-affiliates of the Registrant was approximately $3,054,060,558 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 23, 1999 was 101,916,102. DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrant's Proxy Statement for the Annual Meeting of Shareholders scheduled to be held on April 22, 1999, are incorporated by reference in Part III; definitive copies of said Proxy Statement were filed with the Securities and Exchange Commission on March 9, 1999. ================================================================================ Pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, the undersigned registrant hereby amends its Annual Report on Form 10-K for the fiscal year ended December 31, 1998 to include the following information and financial statements required by Form 11-K with respect to The Mead 401(k) Plan (the "Plan") for the year ended December 31, 1998. THE MEAD 401(k) PLAN TABLE OF CONTENTS - ---------------------------------------------------------------------------- Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits as of December 31, 1998 and 1997 2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1998 3 NOTES TO FINANCIAL STATEMENTS 4-6 SUPPLEMENTAL SCHEDULES: Schedule of Assets Held for Investment as of December 31, 1998 7-9 Schedule of Reportable Transactions for the Year Ended December 31, 1998 10 SIGNATURES 11 EXHIBIT- Independent Auditors' Consent 12 INDEPENDENT AUDITORS' REPORT Members of the Corporate Benefits Committee The Mead 401(k) Plan Dayton, Ohio We have audited the accompanying statements of net assets available for benefits of The Mead 401(k) Plan (the "Plan") as of December 31, 1998 and 1997, and the related statement of changes in net assets available for benefits for the year ended December 31, 1998. 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, 1998 and 1997, and the changes in net assets available for benefits for the year ended December 31, 1998, 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, 1998, and (2) reportable transactions in excess of five percent of the current value of plan assets for the year ended December 31, 1998, 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 1998 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 May 7, 1999 THE MEAD 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1998 AND 1997 - ----------------------------------------------------------------- (All dollar amounts in thousands) 1998 1997 ---------------------- ASSETS Investments: Mead Common Stock Fund $ 137,040 $ 141,275 Fidelity Investment Funds: Magellan Fund 129,002 85,399 Equity Income Fund 63,320 55,136 Intermediate Bond Fund 6,562 5,232 Overseas Fund 15,663 13,846 Asset Manager Fund 37,811 32,564 Asset Manager: Growth Fund 63,428 50,661 Asset Manager: Income Fund 9,294 7,137 Short Term Bond Fund 13,892 12,164 Retirement Money Market Fund 18,955 12,097 US Equity Index Pool Fund 22,995 15,365 Other mutual funds 22,509 3,892 Loans to participants 11,641 9,689 ---------------------- Net Assets Available for Benefits $ 552,112 $ 444,457 ====================== See notes to financial statements. THE MEAD 401(k) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1998 - ----------------------------------------------------------------- (All dollar amounts in thousands) INCREASES IN PLAN ASSETS: Contributions: Employees $ 34,013 Rollovers 9,847 Employer 11,487 Investment income: Interest and dividends 30,047 Net appreciation in fair value of investments 43,946 ------------- Total increases 129,340 ------------- DECREASES IN PLAN ASSETS: Benefits paid to participants (95,886) Administrative expenses (64) ------------- Total decreases (95,950) TRANSFERS FROM MERGED PLAN 74,265 ------------- NET INCREASE IN PLAN ASSETS 107,655 NET ASSETS - DECEMBER 31, 1997 444,457 ------------- NET ASSETS - DECEMBER 31, 1998 $ 552,112 ============= See notes to financial statements. THE MEAD 401(k) PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 AND YEAR ENDED DECEMBER 31, 1998 - -------------------------------------------------------------------------------- A. PLAN DESCRIPTION The following description of The Mead 401(k) 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. 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 up to a certain percentage of compensation as a contribution to the Plan each year. Mead may make matching contributions each year, in accordance with the provisions set forth in the Plan document. Employee and employer contributions and actual earnings thereon are at all times fully vested and nonforfeitable. The following represents the maximum allowable employee contribution percentage and the maximum Mead match percentage of participants eligible gross pay, by employee group: Maximum Employee Group Contribution Mead's Match ------------------------------------------------------------ Salaried Employees 20% 100% on first 3% of gross pay, 50% on next 2% of gross pay Hourly Employees (excluding Rumford) 20% None Hourly Employees (Rumford only) 16% 50% on first 4% of gross pay 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 Additionally, for an annual fee participants can direct their contributions to the Mutual Fund Window, which provides access to a wider variety of funds. These funds include additional Fidelity funds along with over 70 funds from a number of mutual fund families. Prospectuses relating to all 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 and the fee for the Mutual Fund Window, 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. Plan Merger - Effective June 30, 1998, The Mead Savings Plan for Bargaining Unit Employees was merged into the Mead Salaried Savings Plan and the name of the Plan was changed to The Mead 401(k) Plan. All terms of the plan remain the same after the merger. Estimates - The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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, participant rollovers, transfer in, 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, 1998: (All dollar amounts in thousands)
Participant Participant Transfer contributions rollovers In ------------------ -------------- --------------- Mead Common Stock Fund $ 3,072 $ 286 $ 4,501 Magellan Fund 8,381 1,916 23,582 Equity Income Fund 4,923 1,304 11,982 Intermediate Bond Fund 518 174 761 Overseas Fund 1,688 282 2,721 Asset Manager Fund 2,682 638 5,563 Asset Manager: Growth Fund 5,506 1,787 10,564 Asset Manager: Income Fund 666 274 1,365 Short Term Bond Fund 954 59 2,210 Retirement Money Market Fund 1,915 1,071 3,615 US Equity Index Pool Fund 2,125 1,206 2,988 Other Mutual Funds 1,583 850 1,955 Loans to participants 2,458 ------------------ -------------- --------------- Total $ 34,013 $ 9,847 $ 74,265 ================== ============== =============== Net appreciation Benefits (depreciation) paid to Interest and in fair value participants dividends of investments ------------------ ------------- ---------------- Mead Common Stock Fund $ 31,844 $ 2 $ 10,864 Magellan Fund 16,401 5,737 24,406 Equity Income Fund 11,461 3,613 2,620 Intermediate Bond Fund 1,255 367 54 Overseas Fund 2,462 313 1,167 Asset Manager Fund 5,749 6,853 (1,766) Asset Manager: Growth Fund 9,912 8,932 277 Asset Manager: Income Fund 1,428 759 56 Short Term Bond Fund 1,825 770 16 Retirement Money Market Fund 6,716 826 US Equity Index Pool Fund 3,068 4,624 Other Mutual Funds 2,701 850 1,628 Loans to participants 1,064 1,025 ------------------ ------------- --------------- Total $ 95,886 $ 30,047 $ 43,946 ================== ============= ===============
All Employer contributions are made to the Mead Common Stock Fund. The Mead 401(k) Plan Item 27a - Supplemental Schedule of Assets Held for Investment December 31, 1998 - ----------------------------------------------------------------- (All dollar amounts in thousands) Market Units Cost Value --------------------------------- Mead Common Stock Fund 9,015,772 $101,111 $ 137,040 Fidelity Investment Funds: Magellan 1,067,718 94,549 129,002 Equity Income 1,139,877 51,134 63,320 Intermediate Bond 638,965 6,483 6,562 Overseas 435,326 14,164 15,663 Asset Manager 2,174,268 36,341 37,811 Asset Manager: Growth 3,395,519 57,875 63,428 Asset Manager: Income 754,356 8,860 9,294 Short Term Bond 1,594,901 14,118 13,892 Retirement Money Market 18,954,857 18,955 18,955 U.S. Equity Index Pool 660,013 16,597 22,995 Other mutual funds: Fidelity Investment Funds: Aggressive Growth 3,223 96 102 Balanced 2,446 39 40 Blue Chip Growth 10,273 469 518 Canada 56 1 1 Capital Appreciation 3,624 71 80 Cap & Inc 2,066 20 19 Contrafund 12,767 661 725 Conv Sec 32 1 1 Disciplined Equity 2,312 68 68 Diversified International 3,288 57 58 Dividend Growth 67,534 1,779 1,940 Emerging Markets 3,082 22 22 Equity Income II 13,975 412 419 Europe 12,581 408 421 Europe Capital Appreciation 5,963 101 106 Export & Multinational 4,567 83 91 Fidelity Fund 11,289 371 414 Fifty 1,194 20 20 France 712 11 12 Freedom 2000 117 1 1 Freedom 2010 738 9 10 Freedom 2020 2,650 34 37 Freedom 2030 2,211 28 31 Germany 4,568 72 72 Ginnie Mae 1,570 17 17 Global Balanced 395 6 7 Government Securities 6,179 63 63 Growth & Income 32,836 1,380 1,505 Growth Company 6,025 278 307 Hong Kong & China 2,065 19 21 Inst Sh-Int Government 626 6 6 International Bond 876 8 8 International Gr & Inc. 2 International Value 751 10 10 Investment Grade Bond 14,611 107 108 Japan 1,934 20 22 Large Cap Stock 73 1 1 Latin America 705 10 7 Low-Priced Stock 30,332 759 693 Mid-Cap Stock 3,682 62 66 New Market Income 2,224 27 20 Nordic 3,544 60 65 OTC Portfolio 6,839 255 298 Puritan 10,619 213 213 Real Estate Investment 6,257 122 97 Retirement Government 602,492 602 602 Retirement Growth 526 10 11 Small-Cap Stock 3,510 50 50 Southeast Asia 820 6 7 Stock Selector 250 7 7 TechnoQuant 215 3 3 Trend 13 1 1 U.S. Bond Index 10,503 114 116 Utilities 11,526 240 267 Value 1,485 79 69 Worldwide 2,065 34 34 Other Funds: Alger Capital Appreciation 481 5 5 AMR Balanced 76 1 1 AMR Growth & Income 2,796 59 53 AMR International Equity 66 1 1 AMR Short Term Bond 47 Ariel Growth 267 11 11 Baron Asset 231 10 12 Calvert Cap Acc 33 1 1 Calvert Newvis Small CP 7 Founders Balanced 5,040 60 61 Founders Blue Chip 286 2 2 Founders Frontier 220 6 5 Founders Growth 11,371 213 232 Founders Worldwide 64 1 1 INVESCO Dynamics 7,480 109 118 INVESCO Growth 950 6 6 INVESCO High Yield 21,725 146 140 INVESCO Industrial Income 3,184 48 48 INVESCO Select Income 4,860 33 32 INVESCO Small Company Growth 3,254 35 38 INVESCO Total Return 7,496 226 235 INVESCO Value Equity 91 3 3 Janus Balanced 16,206 280 318 Janus Enterprise 1,408 46 51 Janus Flex Income 10,442 105 104 Janus Fund 17,242 484 580 Janus Mercury 10,025 222 242 Janus Twenty 89,732 3,865 4,782 Janus Worldwide 41,171 1,788 1,949 MAS Fixed Income Portfolio 149 2 2 MAS High Yield Portfolio 328 3 3 MAS Mid Cap Growth 8,872 188 188 MAS Value Portfolio 9,110 163 131 Morgan Stanley Active 103 1 1 Morgan Stanley Emerging 804 8 8 Morgan Stanley Emerging 664 5 5 Morgan Stanley Global 817 15 17 MSIF Equity Growth 15 NB Focus Trust 2,345 50 54 NB Genesis Trust 34,751 749 707 NB Guardian Trust 1,713 30 28 NB Manhattan Trust 35 1 1 NB Partners Trust 23,897 440 432 PBHG Emerging Growth 460 11 11 PBHG Growth 2,442 60 62 PIMCO Capital Appreciation 13,696 330 340 PIMCO Global Bond 81 1 1 PIMCO High Yield 12,533 143 142 PIMCO Long-Term US Gov 458 5 5 PIMCO Low Duration 5,032 51 51 PIMCO Mid-Cap Growth 13,813 311 318 PIMCO Total Return 23,544 255 248 Strong Advantage 5,006 50 50 Strong Schaver Value 178 10 11 Strong Discovery 1,893 35 34 Strong Government Security 893 10 10 Strong Growth 1,826 36 42 Strong Opportunity 3,549 144 137 Strong Short-Term Bond 234 2 2 Strong Total Return 365 11 13 Templeton Developing Markets 6,539 78 67 Templeton Foreign I 9,778 94 82 Templeton Foreign Small C 39 1 1 Templeton Global Bond 1,020 10 10 Templeton Growth I 3,453 65 57 Templeton World I 7,270 121 116 UAM/FMA Small Company 17 UAM/RHJ Small Cap 8 USAA Cornerstone Strategy 77 2 2 USAA Emerging Market 71 1 1 USAA GNMA Trust 52 1 1 USAA Growth 3 USAA Income 564 7 7 USAA Income Stock 1,271 23 25 USAA International 153 3 3 Warburg Capital Appreciation 2,381 48 53 Warburg Emerging Growth 1,481 58 59 Warburg Global Fixed 76 1 1 Warburg Growth & Inc 1,260 22 23 Warburg International Equity 72 1 1 Warburg Small Co. Value 417 6 6 --------------------- Total other mutual funds 20,831 22,509 Loans to participants - 2,164 with interest rates from 6.25% to 10.75% 11,641 11,641 --------------------- $452,659 $ 552,112 ===================== The Mead Salaried Savings Plan Item 27d- Supplemental Schedule of Reportable Transactions - Series of Transactions Year Ended December 31, 1998 - -------------------------------------------------------------------------------- (All dollar amounts in thousands) Purchases Sales -------------- -------------------------------- Gain/ Number Cost Number Cost Proceeds (Loss) - ------------------------------------------------------------------------------ Mead Common Stock Fund 251 $56,915 244 $59,548 $71,837$12,289 Magellan Fund 251 55,553 244 30,357 36,356 5,999 Equity Income Fund 251 32,491 241 22,619 26,926 4,307 Asset Manager 251 17,113 230 8,752 10,100 1,348 Asset Manager Growth Fund 251 30,189 240 14,804 17,700 2,896 Retirement Money Market Fund 250 50,377 240 43,519 43,519 U.S. Equity Index Pool 247 14,460 206 9,633 11,454 1,821 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) TIMOTHY R. MCLEVISH Date: May 13, 1999 By: ________________________ Timothy R. McLevish Vice President, Finance (Chief Accounting Officer) THE MEAD 401K PLAN JAMES D. BELL Date: May 13, 1999 By: ________________________ James D. Bell Director of Benefits INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 33-37961, 33-47580 and 33-53421 on Form S-8 of our report dated May 7, 1999, accompanying the financial statements of The Mead 401(k) 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, 1998. DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Dayton, Ohio May 10, 1999 -----END PRIVACY-ENHANCED MESSAGE-----