-----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, NJqxkB7CcxeoyvPASvr9EZGgigyleufZmbwVB1Iq/Wfzlr/RDpnWAeeGGj8VsEh7 LcX4stgw96vhHW2QfmNDgg== 0000064394-96-000020.txt : 19961120 0000064394-96-000020.hdr.sgml : 19961120 ACCESSION NUMBER: 0000064394-96-000020 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19961115 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: 96667054 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. 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, 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: 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 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, 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, 1996 and 1995. 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, 1996 and 1995 2 Statements of Income and Changes in Participants' Equity for the Years Ended August 31, 1996, 1995 and 1994 3 NOTES TO FINANCIAL STATEMENTS 4 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, 1996 and 1995, and the related statements of income and changes in participants' equity for each of the three years in the period ended August 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, the financial statements referred to above present fairly, in all material respects, the financial condition of The Mead Corporation Employees Stock Purchase Plan at August 31, 1996 and 1995, and the results of its operations and the changes in participants' equity for each of the three years in the period ended August 31, 1996, in conformity with generally accepted accounting principles. DELOITTE & TOUCHE LLP October 18, 1996 Dayton, Ohio THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN STATEMENTS OF FINANCIAL CONDITION, AUGUST 31, _________________________________________________________________ ASSETS 1996 1995 Common shares of The Mead Corporation, at market (Note B) $1,193,891 $1,351,280 Dividends receivable 5,926 6,164 Cash 97,714 112,963 Participants' payroll deductions receivable 25,962 37,531 ---------- ---------- $1,323,493 $1,507,938 ========== ========== LIABILITIES AND PARTICIPANTS' EQUITY Current plan year distribution due to participating employees $1,110,946 $1,231,144 Amounts due to terminated employees and estates of deceased employees 3,928 3,331 Advance payment of contribution from The Mead Corporation 175,144 225,787 ---------- ---------- 1,290,018 1,460,262 Participants' equity 33,475 47,676 ---------- ---------- $1,323,493 $1,507,938 ========== ========== See notes to financial statements. THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY YEARS ENDED AUGUST 31, _________________________________________________________________ INCREASES IN PARTICIPANTS' 1996 1995 1994 EQUITY: Investment income - dividends on Mead common shares $ 12,325 $ 12,839 $ 13,147 Unrealized appreciation of Mead common shares 42,745 162,243 159,096 Contributions and deposits: The Mead Corporation and subsidiaries 75,181 72,638 72,855 Participating employees 996,227 1,039,032 1,022,574 ---------- ---------- ---------- TOTAL INCREASES 1,126,478 1,286,752 1,267,672 DECREASES IN PARTICIPANTS' EQUITY: Cash distributions to withdrawn, terminated or deceased employees: From current year contributions 25,087 43,671 24,181 From prior years' contributions 4,646 2,560 2,236 Mead common share distributions: 19,406 shares - 1996 1,110,946 20,061 shares - 1995 1,231,144 24,632 shares - 1994 1,243,916 ---------- ---------- ---------- TOTAL DECREASES 1,140,679 1,277,375 1,270,333 NET INCREASE (DECREASE) IN PARTICIPANTS' EQUITY (14,201) 9,377 (2,661) PARTICIPANTS' EQUITY - Beginning of plan year 47,676 38,299 40,960 ---------- ---------- ---------- PARTICIPANTS' EQUITY- End of plan year $ 33,475 $ 47,676 $ 38,299 ========== ========== ========== See notes to financial statements. THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED AUGUST 31, 1996, 1995 AND 1994 _________________________________________________________________ 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, 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 =========== Shares purchased 20,100 1,092,117 Shares distributed (24,632) (1,081,345) (162,358) Appreciation 162,243 ------- ---------- ---------- Balance at August 31, 1995 22,015 1,176,235 175,045 $1,351,280 =========== Shares purchased 18,900 1,029,515 Shares distributed (20,061) (1,071,659) (157,990) Appreciation 42,745 ------- ---------- ---------- Balance at August 31, 1996 20,854 $1,134,091 $ 59,800 $1,193,891 ======= ========== ========== =========== 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 Nos. 33-37960 and 33-59007 on Form S-8 of our report dated October 18, 1996, 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, 1995. DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Dayton, Ohio November 12, 1996 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant and Administrators of the Plan have duly caused this amendment to the Annual Report to be signed by the undersigned, thereunto duly authorized. THE MEAD CORPORATION (Registrant) Date: November 15, 1996 By: G. T. GESWEIN --------------------- Controller and Chief Accounting Officer THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN Date: November 15, 1996 By: JAMES D. BELL --------------------- Director of Benefits -----END PRIVACY-ENHANCED MESSAGE-----