-----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, FEK4AMQiLBoOtjmOWoi+hFV9NNyBB3dZJ3P/Ohb7xW77ZUecpIxLu/qtPUAcDoFv nBb6Uz785u1VPqLQYqX4/A== 0000064394-96-000009.txt : 19960515 0000064394-96-000009.hdr.sgml : 19960515 ACCESSION NUMBER: 0000064394-96-000009 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960514 SROS: CSX 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: 96563326 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, 1995 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 _________________________ 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 26, 1996, the aggregate market value of the voting shares held by non-affiliates of the Registrant was approximately $2,655,722,788 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 27, 1996 was 52,746,913. DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrant's Proxy Statement for the Annual Meeting of Shareholders scheduled to be held on April 25, 1996, are incorporated by reference in Part III; definitive copies of said Proxy Statement were filed with the Securities and Exchange Commission on March 14, 1996. ================================================================================ 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, 1995 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, 1995: 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, 1995 and 1994 2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1995 3 NOTES TO FINANCIAL STATEMENTS 4-5 SUPPLEMENTAL SCHEDULES: Schedule of Assets Held for Investment as of December 31, 1995 6 Schedule of Reportable Transactions in Excess of Five Percent of the Current Value of Plan Assets for the Year Ended December 31, 1995 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, 1995 and 1994, and the related statement of changes in net assets available for benefits for the year ended December 31, 1995. 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, 1995 and 1994, and the changes in net assets available for benefits for the year ended December 31, 1995, 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, 1995, and (2) reportable transactions in excess of five percent of the current value of plan assets for the year ended December 31, 1995, 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 1995 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 12, 1996 THE MEAD SALARIED SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1995 AND 1994 - -------------------------------------------------------------------- (All dollar amounts in thousands) 1995 1994 ---------- ---------- ASSETS Investments: Mead Common Stock Fund $136,122 $144,684 Fidelity Investment Funds: Magellan Fund 68,763 56,490 Equity Income Fund 26,594 21,972 Intermediate Bond Fund 4,316 4,112 Overseas Fund 9,408 9,996 Asset Manager Fund 23,527 24,718 Asset Manager: Growth Fund 31,594 32,237 Asset Manager: Income Fund 6,464 7,224 Short Term Bond Fund 13,888 17,249 Retirement Money Market Fund 9,037 7,015 US Equity Index Pool Fund 2,460 1,506 Loans to participants 10,123 11,795 ---------- ---------- Net Assets Available for Benefits $342,296 $338,998 ========== ========== See notes to financial statements. THE MEAD SALARIED SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1995 - ----------------------------------------------------------------- (All dollar amounts in thousands) INCREASES IN PLAN ASSETS: Contributions: Employees $ 21,473 Rollovers 2,049 Employer 8,674 Investment Income: Interest and dividends 9,963 Net appreciation in fair value of investments 47,169 ---------- Total increases 89,328 ---------- DECREASES IN PLAN ASSETS: Benefits paid to participants 85,986 Administrative expenses 44 ---------- Total decreases 86,030 ---------- NET INCREASE IN PLAN ASSETS 3,298 NET ASSETS - DECEMBER 31, 1994 338,998 ---------- NET ASSETS - DECEMBER 31, 1995 $342,296 ========== See notes to financial statements. THE MEAD SALARIED SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995 AND 1994 AND YEAR ENDED DECEMBER 31, 1995 - -------------------------------------------------------------------------------- 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, 1995, 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, 1995. 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 Fund 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 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. FUND INFORMATION Participant contributions, benefits paid to participants, interest and dividends and net appreciation in fair value of investments by fund are as follows for the year ended December 31, 1995: (All dollar amounts in thousands)
Benefits Net appreciation Participant paid to Interest and in fair value contributions participants dividends of investments ------------- ------------ ------------ ---------------- Mead Common Stock Fund $ 3,074 $33,857 $ 67 $14,912 Magellan Fund 6,297 16,374 4,017 15,820 Equity Income Fund 2,157 5,839 1,606 5,112 Intermediate Bond Fund 396 1,086 274 248 Overseas Fund 1,299 1,866 217 603 Asset Manager Fund 2,125 5,992 717 3,244 Asset Manager: Growth Fund 3,601 7,892 470 5,329 Asset Manager: Income Fund 509 2,422 317 747 Short Term Bond Fund 1,213 4,723 967 518 Retirement Money Market Fund 578 3,878 497 US Equity Index Pool Fund 224 656 636 Participant Loans 1,401 814 ------------- ------------ ------------ ---------------- Total $21,473 $85,986 $9,963 $47,169 ============= ============ ============ ================
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, 1995 (All dollar amounts in thousands) Market Units Cost Value ------------ ----------- ----------- Mead Common Stock Fund 10,634,498 $ 96,534 $ 136,122 Fidelity Investment Funds: Magellan 799,751 58,282 68,763 Equity Income 701,133 23,125 26,594 Intermediate Bond 414,604 4,186 4,316 Overseas 323,624 9,275 9,408 Asset Manager 1,484,326 21,630 23,527 Asset Manager: Growth 2,082,631 28,526 31,594 Asset Manager: Income 557,205 6,027 6,464 Short Term Bond 1,563,972 14,076 13,888 Retirement Money Market 9,036,747 9,037 9,037 U.S. Equity Index Pool 149,163 1,932 2,460 Participant loans - 1,944 loans with interest rates from 6.25% to 11.50% 10,123 10,123 ----------- ----------- $ 282,753 $ 342,296 =========== =========== The Mead Salaried Savings Plan Item 27d - Supplemental Schedule of Reportable Transactions - Series of Transactions Year Ended December 31, 1995 (All dollar amounts in thousands)
Number of Purchase Number Sale Gain/ Description Purchases Cost of Sales Proceeds (Loss) - -------------------------------------------- --------- ------------- -------- ------------- ------------ Mead Common Stock Fund 253 $25,257 255 $48,732 $13,957 Magellan Fund 253 22,955 255 26,502 3,239 Asset Manager: Growth Fund 253 6,777 251 12,750 297 Retirement Money Market Fund 252 17,606 231 15,584 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 12, 1996, 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, 1995. DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Dayton, Ohio May 10, 1996 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) GREGORY T. GESWEIN Date: May 14, 1996 By: ________________________ Gregory T. Geswein Controller and Chief Accounting Officer THE MEAD SALARIED SAVINGS PLAN JAMES D. BELL Date: May 14, 1996 By: ________________________ James D. Bell Director of Benefits
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