-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, S1BeI6kL4Lerztbtj51D615tDf7hq6RKTb4visD3L6/mrbwRJHtB/9Qs53T4Ofvy amUoZv9aRYrRZdvJJjZJxQ== 0000064394-94-000036.txt : 19941125 0000064394-94-000036.hdr.sgml : 19941125 ACCESSION NUMBER: 0000064394-94-000036 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19941122 SROS: MSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEAD CORP CENTRAL INDEX KEY: 0000064394 STANDARD INDUSTRIAL CLASSIFICATION: 2600 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: 94561466 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/A [X] AMENDMENT NO. 3 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1993 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: 513-495-6323 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 9% Debentures due 2017 New York Stock Exchange 6 3/4% Convertible Subordinated New York Stock Exchange Debentures due 2012 _________________________ 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 beensubject 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 27, 1994, the aggregate market value of the voting shares held by non-affiliates of the Registrant was approximately $2,749,360,000 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 March 1, 1994 was 59,271,120. DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrant's Proxy Statement for the Annual Meeting of Shareholders scheduled to be held on April 28, 1994, are incorporated by reference in Part III; definitive copies of said Proxy Statement were filed with the Securities and Exchange Commission on March 14, 1994. ================================================================================ 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, 1993 to include the following information, financial statements and exhibits required by Form 11-K with respect to The Mead Corporation Employees Stock Purchase Plan (the "Plan") for the years ended August 31, 1994 and 1993. The Mead Corporation is issuer of the securities held pursuant to the Plan. The schedules called for under Article 6A-05 in Regulation S-X have been omitted because they are inapplicable or the required information has been given in the financial statements or notes thereto: THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN TABLE OF CONTENTS ________________________________________________________________________________ Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Financial Condition as of August 31, 1994 and 1993 2 Statements of Income and Changes in Participants' Equity for the Years Ended August 31, 1994, 1993 and 1992 3 NOTES TO FINANCIAL STATEMENTS 4-5 EXHIBITS: Independent Auditors' Consent 6 Signatures 7 INDEPENDENT AUDITORS' REPORT Director of Benefits The Mead Corporation Employees Stock Purchase Plan: We have audited the accompanying statements of financial condition of The Mead Corporation Employees Stock Purchase Plan as of August 31, 1994 and 1993, and the related statements of income and changes in participants' equity for each of the three years in the period ended August 31, 1994. 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, the financial statements referred to above present fairly, in all material respects, the financial condition of The Mead Employees Stock Purchase Plan at August 31, 1994 and 1993, and the results of its operations and the changes in participants' equity for each of the three years in the period ended August 31, 1994, in conformity with generally accepted accounting principles. DELOITTE & TOUCHE LLP October 24, 1994 Dayton, Ohio
THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN STATEMENTS OF FINANCIAL CONDITION, AUGUST 31, ________________________________________________________________________________ ASSETS 1994 1993 ---------- --------- Common Shares of the Mead Corporation, at market (Note B) $1,340,623 $1,298,800 Dividends receivable 6,337 6,475 Cash 58,334 79,909 Participants' payroll deductions receivable 39,328 37,869 --------- ---------- $1,444,622 $1,423,053 ========== ========== LIABILITIES AND PARTICIPANTS' EQUITY Current plan year distribution due to participating employees $1,243,916 $1,162,856 Amounts due to terminated employees and estates of deceased employees 5,910 13,586 Advance payment of contribution from The Mead Corporation 156,497 205,651 ---------- ---------- 1,406,323 1,382,093 Participants' equity 38,299 40,960 ---------- ---------- $1,444,622 $1,423,053 ========== ==========
See notes to financial statements. THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY YEARS ENDED AUGUST 31, ________________________________________________________________________________ 1994 1993 1992 ---------- ---------- --------- INCREASES IN PARTICIPANTS' EQUITY: Investment income - dividends on Mead Common Shares $ 13,147 $ 13,375 $ 11,047 Unrealized appreciation of Mead Common Shares 159,096 148,422 17,210 Contributions and deposits: The Mead Corporation and subsidiaries 72,855 80,161 81,181 Participating employees 1,022,574 972,799 929,474 ---------- ---------- ---------- TOTAL INCREASES 1,267,672 1,214,757 1,038,912 ---------- ---------- ---------- DECREASES IN PARTICIPANTS' EQUITY: Cash distributions to withdrawn, terminated or deceased employees: From current year contributions 24,181 30,697 22,406 From prior years' contributions 2,236 2,366 1,660 Mead Common Share distributions: 24,632 shares - 1994 1,243,916 24,353 shares - 1993 1,162,856 26,697 shares - 1992 1,011,106 ---------- ---------- ---------- TOTAL DECREASES 1,270,333 1,195,919 1,035,172 ---------- ---------- ---------- NET INCREASE (DECREASE) IN PARTICIPANTS' EQUITY (2,661) 18,838 3,740 PARTICIPANTS' EQUITY - Beginning of plan year 40,960 22,122 18,382 ---------- ---------- ---------- PARTICIPANTS' EQUITY- End of plan year $ 38,299 $ 40,960 $ 22,122 ========== ========== ========= See notes to financial statements. THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED AUGUST 31, 1994, 1993 AND 1992 ________________________________________________________________________________ A. PLAN DESCRIPTION The Mead Corporation Employees Stock Purchase Plan (Plan) permits certain employees of The Mead Corporation and subsidiaries to purchase Mead Common Shares through payroll deductions. Individuals eligible to participate in The Mead Salaried Savings Plan may not participate in the Plan. Generally, eligible participants must be full-time hourly employees over the age of twenty-one with one year of service and must be employed at a location specified in the Plan. Participating employers also make contributions to the Plan on behalf of the participants at a rate of 12.5% of participant contributions. The Plan distributes Mead Common Shares to participants at or near the end of each fiscal year. Employees who cease employment or voluntarily withdraw from the plan during the year receive a refund of their deposits. B. COMMON SHARES OF THE MEAD CORPORATION The principle followed in determining the cost of securities purchased and distributed is specific identified cost. The Plan's transactions relating to Common Shares of The Mead Corporation are as follows:
Number Shares Unrealized Shares at of Shares at Cost Appreciation Market Value --------- ---------- ------------ ------------ Balance at August 31, 1991 28,412 $ 898,033 $ 82,181 $ 980,214 Shares purchased 27,700 1,033,337 ========== Shares distributed (28,015) (885,554) (81,033) Appreciation 17,210 ------- ---------- -------- Balance at August 31, 1992 28,097 1,045,816 18,358 $1,064,174 Shares purchased 25,800 1,096,833 ========== Shares distributed (26,697) (993,662) (16,967) Appreciation 148,422 ------- ---------- -------- Balance at August 31, 1993 27,200 1,148,987 149,813 $1,298,800 Shares purchased 23,700 1,045,147 ========== Shares distributed (24,353) (1,028,671) (133,749) Appreciation 159,096 ------- ---------- -------- Balance at August 31, 1994 26,547 $1,165,463 $175,160 $1,340,623 ======= ========== ======== ==========
C. TAXES All of the income of this Plan will be distributed and is taxable directly to the participants. Accordingly, no income will be taxable on the trust which forms a part of the Plan; therefore no provision for income taxes is required for the Plan. Under the grantor trust rules of the Internal Revenue Code Section 671, the trust which forms a part of this Plan is not a tax paying entity. Matching contributions are taxable as additional compensation to the participants. INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-37960 on Form S-8 of our report dated October 24, 1994, accompanying the financial statements of The Mead Corporation Employees Stock Purchase Plan included in the Form 10-K/A, Amendment No. 3, to the Annual Report on Form 10-K of The Mead Corporation for the year ended December 31, 1993. DELOITTE & TOUCHE LLP Dayton, Ohio November 21, 1994 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: November 22, 1994 By: WILLIAM R. GRABER -------------------------- William R. Graber Vice President and Chief Financial Officer (principal financial officer) THE MEAD CORPORATION Date: November 22, 1994 By: JAMES D. BELL ------------------------- James D. Bell Director, Benefits SEC\10K\FORM10KA.AM3 112294dlw -----END PRIVACY-ENHANCED MESSAGE-----