-----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, KCaCqOdKs8kDCERTcfQiILN/xwf+u4LvBX8YAGxzfVwoOO42SeT+ga4ipd+SYmL4 Yhd7MM1M0flUOOwfC/JeuA== 0000064394-95-000015.txt : 19950601 0000064394-95-000015.hdr.sgml : 19950601 ACCESSION NUMBER: 0000064394-95-000015 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950531 SROS: MSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEAD CORP CENTRAL INDEX KEY: 0000064394 STANDARD INDUSTRIAL CLASSIFICATION: PAPERS & ALLIED PRODUCTS [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: 95543573 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. 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, 1994 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 _________________________ 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 27, 1995, the aggregate market value of the voting shares held by non-affiliates of the Registrant was approximately $3,037,962,000 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 February 28, 1995 was 57,941,098. DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrant's Proxy Statement for the Annual Meeting of Shareholders scheduled to be held on April 27, 1995, are incorporated by reference in Part III; definitive copies of said Proxy Statement were filed with the Securities and Exchange Commission on March 16, 1995. ================================================================================ 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, 1994 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, 1994: 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, 1994 and 1993 2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1994 3 NOTES TO FINANCIAL STATEMENTS 4-7 SUPPLEMENTAL SCHEDULES: Schedule of Assets Held for Investment as of December 31, 1994 8 Schedule of Reportable Transactions in Excess of Five Percent of the Current Value of Plan Assets for the Year Ended December 31, 1994 9-10 EXHIBIT: Independent Auditors' Consent 11 Signatures 12 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, 1994 and 1993, and the related statement of changes in net assets available for benefits for the year ended December 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, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1994 and 1993, and the changes in net assets available for benefits for the year ended December 31, 1994, 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, 1994, and (2) reportable transactions in excess of five percent of the current value of plan assets for the year ended December 31, 1994, 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 1994 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 Dayton, Ohio April 25, 1995 THE MEAD SALARIED SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1994 AND 1993 - ------------------------------------------------------------------------ 1994 1993 -------------- -------------- ASSETS Investments: Mead Common Stock Fund $144,684,402 $140,636,047 Fidelity Investment Funds: Magellan Fund 56,490,387 Equity Income Fund 21,972,464 Intermediate Bond Fund 4,111,749 Overseas Fund 9,995,537 Asset Manager Fund 24,717,745 Asset Manager: Growth Fund 32,236,877 Asset Manager: Income Fund 7,223,567 Short Term Bond Fund 17,249,062 Retirement Money Market Fund 7,015,088 US Equity Index Pool Fund 1,506,277 Twentieth Century Select Fund 65,823,196 Vanguard Equity Income Fund 46,565,248 Federal Agency Obligations 52,795,556 Loans to participants 11,794,793 9,982,447 Cash and temporary cash investments 7,249,947 Contributions receivable 3,446,071 Interest and dividends receivable 955,880 -------------- -------------- Net Assets Available for Benefits $338,997,948 $327,454,392 ============== ============== See notes to financial statements. THE MEAD SALARIED SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1994 - ----------------------------------------------------------------- INCREASE IN PLAN ASSETS: Contributions: Employees $ 28,235,269 Rollovers 2,212,484 Employer 11,972,536 Investment Income: Interest and dividends 10,237,326 Net (depreciation) in fair value of investments (5,783,483) -------------- Total increases 46,874,132 -------------- DECREASES IN PLAN ASSETS: Benefits paid to Participants 34,897,703 Administrative expenses 432,873 -------------- Total decreases 35,330,576 -------------- NET INCREASE IN PLAN ASSETS 11,543,556 NET ASSETS - DECEMBER 31, 1993 327,454,392 -------------- NET ASSETS - DECEMBER 31, 1994 $338,997,948 ============== See notes to financial statements. THE MEAD SALARIED SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1994 AND 1993 AND YEAR ENDED DECEMBER 31, 1994 - ----------------------------------------------------------------- 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, 1994, 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. No such discretionary contribution was made in the year ended December 31, 1994. Employee and employer contributions and actual earnings thereon are at all times fully vested and nonforfeitable. Investment options - For the period through April 30, 1994, State Street Bank was the Plan Trustee. Participants could direct their contributions among the following funds of the Plan: Interest Income Fund Equity Growth Fund Equity Income Fund Mead Common Stock Fund Effective May 1, 1994, Fidelity Management Trust Company became the Plan Trustee. 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 Fund Mead Common Stock Fund Prospectuses relating to these funds, except for the Mead Common Stock Fund, are available to the Plan participants from Fidelity Management Trust Company. A prospectus relating to the Mead Common Stock Fund is available to the Plan participants from Mead. Administrative Expenses - Expenses for administering the Plan through April 30, 1994, were paid primarily from funds of the Plan. Effective May 1, 1994, all administrative fees other than loan origination 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 remaining 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 General - The financial statements of the Plan are prepared on the accrual basis of accounting. 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 Plan is a "qualified cash or deferred arrangement" under Sections 401(a) and 401(k) of the Internal Revenue Code and, as such, is exempt from federal income taxes under Section 501(a). All income of the Plan will be distributed to the participants, and no income is taxable to the Plan. Generally, the first 10% of contributed employee compensation and Plan earnings are not taxable until disbursed to the participants. D. BENEFITS PAYABLE At December 31, 1993, net assets available for benefits included benefits of $6,273,706 due to participants who have withdrawn from participation in the Plan. There was no amount due to participants at December 31, 1994. E. CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND YEAR ENDED DECEMBER 31, 1994
FIDELITY INTEREST EQUITY EQUITY MEAD COMMON MAGELLAN INCOME FUND GROWTH FUND INCOME FUND STOCK FUND FUND ----------- ----------- ----------- ----------- ----------- INCREASES IN NET ASSETS: Contributions: Employees $ 1,963,415 $ 3,798,548 $ 2,433,151 $ 4,350,306 $ 5,801,148 Rollovers 252,579 205,919 188,450 120,764 348,132 Employer 11,972,536 Investment Income: Interest and dividends 837,846 28 486,165 794,796 2,561,703 Net appreciation (depreciation) in fair value of investments (882,269) (3,924,912) (2,515,626) 11,350,226 (3,827,652) ------------ ----------- ----------- ----------- ----------- TOTAL INCREASES 2,171,571 79,583 592,140 28,588,628 4,883,331 DECREASES IN NET ASSETS: Benefits paid to participants 5,601,478 4,794,381 3,190,681 12,700,856 1,979,374 Administrative expenses 114,630 59,933 43,480 192,629 3,307 ------------ ------------ ----------- ------------ ---------- TOTAL DECREASES 5,716,108 4,854,314 3,234,161 12,893,485 1,982,681 INTERFUND TRANSFERS (58,229,466) (62,015,937) (44,561,270) (13,173,085) 53,589,737 ------------ ------------ ----------- ------------ ---------- NET CHANGE IN NET ASSETS (61,774,003) (66,790,668) (47,203,291) 2,522,058 56,490,387 NET ASSETS - Beginning of Year 61,774,003 66,790,668 47,203,291 142,162,344 ------------ ------------ ----------- ------------- ---------- NET ASSETS - End of Year $ $ $ $144,684,402 $56,490,387 ============= ============= =========== ============ =========== FIDELITY FIDELITY FIDELITY EQUITY INTERMEDIATE OVERSEAS INCOME FUND BOND FUND FUND SUBTOTAL -------------- ------------ ----------- ------------ INCREASES IN NET ASSETS: Contributions: Employees $ 2,252,143 $ 254,376 $ 872,225 $ 21,725,312 Rollovers 164,223 24,150 151,210 1,455,427 Employer 11,972,536 Investment Income: Interest and dividends 1,438,888 104,502 162,785 6,386,713 Net appreciation (depreciation) in fair value of investments (568,982) (99,106) (572,903) (1,041,224) ---------- ----------- ---------- ------------ 3,286,272 283,922 613,317 40,498,764 DECREASES IN NET ASSETS: Benefits paid to participants Administrative expenses 3,088 357 116 417,540 --------- ----------- ---------- ----------- TOTAL DECREASES 985,876 91,110 207,120 29,964,855 INTERFUND TRANSFERS 19,672,068 3,918,937 9,589,340 (91,209,676) ---------- ---------- ---------- ----------- NET CHANGE IN NET ASSETS 21,972,464 4,111,749 9,995,537 (80,675,767) NET ASSETS - Beginning of Year 317,930,306 ----------- ----------- ---------- ----------- NET ASSETS - End of Year $21,972,464 $ 4,111,749 $ 9,995,537 $237,254,539 ============ =========== =========== ============
E. CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND (continued) YEAR ENDED DECEMBER 31, 1994
FIDELITY FIDELITY ASSET FIDELITY FIDELITY ASSET MANAGER: ASSET MANAGER: SHORT TERM MANAGER FUND GROWTH FUND INCOME FUND BOND FUND ------------ -------------- -------------- ----------- INCREASES IN NET ASSETS: Contributions: Employees $1,553,435 $2,599,756 $ 366,422 $ 1,637,635 Rollovers 256,502 313,066 20,897 83,026 Employer Investment Income: Interest and dividends 613,034 873,008 195,955 1,341,848 Net appreciation (depreciation) in fair value of investments (1,200,157) (1,960,388) (230,812) (1,363,981) ----------- ----------- ----------- ----------- TOTAL INCREASES 1,222,814 1,825,442 352,462 1,698,528 DECREASES IN NET ASSETS: Benefits paid to participants 839,283 657,979 297,739 2,969,268 Administrative expenses 4,192 3,776 1,843 4,732 ----------- ----------- ---------- ----------- TOTAL DECREASES 843,475 661,755 299,582 2,974,000 INTERFUND TRANSFERS 24,338,406 31,073,190 7,170,687 18,524,534 ------------ ----------- ---------- ----------- NET CHANGE IN NET ASSETS 24,717,745 32,236,877 7,223,567 17,249,062 NET ASSETS - Beginning of Year ------------ ---------- --------- ----------- NET ASSETS - End of Year $24,717,745 $32,236,877 $7,233,567 $17,249,062 =========== =========== ========== =========== FIDELITY FIDELITY US RETIREMENT EQUITY INDEX LOAN PLAN MONEY MKT FUND POOL FUND ACCOUNT TOTAL -------------- ------------ ----------- ---------- INCREASES IN NET ASSETS: Contributions: Employees $ 247,434 $ 105,275 $28,235,269 Rollovers 79,531 4,035 2,212,484 Employer 11,972,536 Investment Income: Interest and dividends 118,855 19 707,894 10,237,326 Net appreciation (depreciation) in fair value of investments 13,079 (5,783,483) ----------- ---------- ------------ ------------ TOTAL INCREASES 445,820 122,408 707,894 48,874,132 DECREASES IN NET ASSETS: Benefits paid to participants 577,037 9,082 34,897,703 Administrative expenses 709 81 432,873 ----------- ---------- ------------ ------------ TOTAL DECREASES 577,746 9,163 35,330,576 INTERFUND TRANSFERS 7,147,014 1,393,032 1,562,813 ------------ ---------- ------------- ------------ NET CHANGE IN NET ASSETS 7,015,088 1,506,277 2,270,707 11,543,556 NET ASSETS - Beginning of Year 9,524,086 327,454,392 ------------- ---------- ------------ ------------ NET ASSETS - End of Year $7,015,088 $1,506,277 $11,794,793 $338,997,948 ========== ========== =========== ============
The Mead Salaried Savings Plan Item 27a - Supplemental Schedule of Assets Held for Investment December 31, 1994
Market Units Cost Value ---------------- -------------- -------------- Mead Common Stock Fund 12,360,592.612 $106,117,612 $144,684,402 Fidelity Investment Funds: Magellan 845,664.469 58,590,383 56,490,387 Equity Income 715,715.447 23,090,866 21,972,464 Intermediate Bond 418,285.747 4,206,155 4,111,749 Overseas 366,136.890 10,559,838 9,995,537 Asset Manager 1,787,255.619 25,913,761 24,717,745 Asset Manager: Growth 2,510,660.219 34,201,367 32,236,877 Asset Manager: Income 693,240.612 7,442,967 7,223,567 Short Term Bond 2,005,704.838 18,143,010 17,249,062 Retirement Money Market 7,015,087.620 7,015,088 7,015,088 U.S. Equity Index Pool 125,732.675 1,489,217 1,506,277 Participant loans - 2,497 loans with interest rates from 6.25% to 11.50% 11,794,793 -------------- -------------- $296,770,264 $338,997,948 ============== ==============
The Mead Salaried Savings Plan Item 27d - Supplemental Schedule of Reportable Transactions - Series of Transactions Year Ended December 31, 1994 Number of Purchase Number Sale Gain/ Description Purchases Cost of Sales Proceeds (Loss) - -------------------------------------------- -------- ------------- -------- ------------- ------------ Mead Common Stock Fund 128 128,302,526 114 29,692,118 6,027,499 Fidelity Magellan Fund 123 89,120,848 109 28,802,808 (1,727,656) Fidelity Equity Income Fund 122 52,717,580 107 30,176,132 549,420 Fidelity Asset Manager Fund 113 28,281,256 105 2,333,364 (4,141) Fidelity Asset Manager: Growth Fund 113 38,845,596 107 2,649,321 4,102 Fidelity Short Term Bond Fund 125 59,162,400 107 40,649,358 (470,033) Vanguard Equity Income Fd Inc 13 2,738,026 16 46,787,649 (2,515,626) Twentieth Century Invts Inc 15 5,773,490 14 67,671,774 (3,924,912) Fixed Income Investments: Fed Home Ln Bk Cons Dsc Nt (Mat 4/28/94) 2 13,991,506 2 13,991,506 0 Fed Home Ln Bk Cons Dsc Nt (Mat 5/02/94) 1 26,992,013 1 26,992,013 0 Fed Home Ln Mtg Disc Nts (Mat 4/29/94) 2 12,985,475 2 12,985,475 0 Fed Home Ln Mtg Disc Nts (Mat 5/02/94) 1 24,992,708 1 24,992,708 0 Fed Natl Mtg Assn Disc Nts (Mat 4/29/94) 5 44,969,278 6 44,968,135 (1,143)
The Mead Salaried Savings Plan Item 27d - Supplemental Schedule of Reportable Transactions - Single Transactions Year Ended December 31, 1994 Purchase Sales Description Price Price Cost Proceeds Gain/Loss - ---------------------------------------- -------- -------- ------------ ------------ ------------ Twentieth Century Invs Inc 37.19 68,988,496 65,084,248 (3,904,248) Vanguard Equity Income Fd Inc 12.94 47,370,150 44,911,113 (2,459,037) Fixed Income Investments: Fed Hm Ln Bk Cons Dsc Nt (Mat 5/02/94) 99.97 26,992,013 Fed Hm Ln Bk Cons Dsc Nt (Mat 5/02/94) 100.00 26,992,013 26,992,013 0 Fed Hm Ln Mtg Disc Nts (Mat 5/02/94) 99.97 24,992,708 Fed Hm Ln Mtg Disc Nts (Mat 5/02/94) 100.00 24,992,708 24,992,708 0
INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statements Nos. 33-37961 and 33-47580 on Form S-8 of our report dated April 25, 1995, 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, 1994. DELOITTE & TOUCHE LLP Dayton, Ohio May 24, 1995 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 31, 1995 By: GREGORY T. GESWEIN -------------------------------- Gregory T. Geswein Controller and Chief Accounting Officer THE MEAD SALARIED SAVINGS PLAN Date: May 31, 1995 By: JAMES D. BELL ------------------------------ James D. Bell Director of Benefits -----END PRIVACY-ENHANCED MESSAGE-----