-----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, AZHY+N/rNQ4p2PTTWeaohmufM59GAYuCEVOYO9Eie0lduWw+U1E7gWz6Ro4JVXOY 3W81BFPPJImFnAFPumcYyw== 0000064394-98-000008.txt : 19980513 0000064394-98-000008.hdr.sgml : 19980513 ACCESSION NUMBER: 0000064394-98-000008 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980512 SROS: CSX SROS: NYSE SROS: PCX 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: 98616199 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. 2 MSP FOR BARGAINING UNIT EMPLOYEES ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] AMENDMENT NO. 2 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 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 23, 1998, the aggregate market value of the voting shares held by non-affiliates of the Registrant was approximately $3,309,766,961 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 24, 1998 was 103,912,400. DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrant's Proxy Statement for the Annual Meeting of Shareholders scheduled to be held on April 23, 1998, are incorporated by reference in Part III; definitive copies of said Proxy Statement were filed with the Securities and Exchange Commission on March 10, 1998. ================================================================================ 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, 1997 to include the following information and financial statements required by Form 11-K with respect to The Mead Savings Plan for Bargaining Unit Employees (the Plan) for the year ended December 31, 1997. THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES TABLE OF CONTENTS Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits as of December 31, 1997 and 1996 2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1997 3 NOTES TO FINANCIAL STATEMENTS 4-5 SUPPLEMENTAL SCHEDULES: Schedule of Assets Held for Investment as of December 31, 1997 6-7 Schedule of Reportable Transactions for the Year Ended December 31, 1997 8 EXHIBIT - Independent Auditors' Consent 9 SIGNATURES 10 INDEPENDENT AUDITORS' REPORT Members of the Corporate Benefits Committee The Mead Savings Plan for Bargaining Unit Employees Dayton, Ohio We have audited the accompanying statements of net assets available for benefits of The Mead Savings Plan for Bargaining Unit Employees (the "Plan") as of December 31, 1997 and 1996, and the related statement of changes in net assets available for benefits for the year ended December 31, 1997. 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, 1997 and 1996, and the changes in net assets available for benefits for the year ended December 31, 1997, 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, 1997, and (2) reportable transactions in excess of five percent of the current value of plan assets for the year ended December 31, 1997, 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 1997 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 3, 1998 THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1997 AND 1996 (All dollar amounts in thousands) 1997 1996 --------- -------- ASSETS Investments: Mead Common Stock Fund $ 3,055 $ 1,068 Fidelity Investment Funds: Magellan Fund 18,538 12,173 Equity Income Fund 9,715 5,239 Intermediate Bond Fund 702 420 Overseas Fund 2,120 1,427 Asset Manager Fund 4,687 2,636 Asset Manager: Growth Fund 8,673 4,869 Asset Manager: Income Fund 1,218 765 Short Term Bond Fund 2,056 1,787 Retirement Money Market Fund 3,200 1,722 US Equity Index Pool Fund 1,843 508 Other mutual funds 749 Loans to participants 1,895 993 --------- -------- Net Assets Available for Benefits $ 58,451 $ 33,607 ========= ======== See notes to financial statements. THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1997 (All dollar amounts in thousands) INCREASES IN PLAN ASSETS: Contributions: Employees $ 14,306 Rollovers 2,604 Employer 671 Investment Income: Interest and dividends 3,561 Net appreciation in fair value of investments 5,106 --------- Total increases 26,248 --------- DECREASES IN PLAN ASSETS: Benefits paid to participants 1,388 Administrative expenses 16 --------- Total decreases 1,404 --------- NET INCREASE IN PLAN ASSETS 24,844 NET ASSETS - DECEMBER 31, 1996 33,607 --------- NET ASSETS - DECEMBER 31, 1997 $ 58,451 ========= See notes to financial statements. THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 AND 1996 AND YEAR ENDED DECEMBER 31, 1997 A. PLAN DESCRIPTION The following description of The Mead Savings Plan for Bargaining Unit Employees (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 union employees of The Mead Corporation who are covered by collective bargaining agreements. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions - Participants, except for participants employed at the Rumford, Maine, facility, may generally authorize a redirection of payroll wages of up to 10% of compensation as a contribution to the Plan each year. Employee contributions and actual earnings thereon are at all times fully vested and nonforfeitable. Participants employed at the Rumford, Maine, facility 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, 1997, Mead's contributions were 50% of each dollar contributed on the first 3% of the participant's eligible gross pay. 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 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. 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, 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, 1997: (All dollar amounts in thousands)
Net appreciation Benefits (depreciation) Participant Participant paid to Interest and in fair value contributions rollovers participants dividends of investments ------------- ----------- ----------- ----------- --------------- Mead Common Stock Fund $ 571 $ 104 $ 18 $ $ (144) Magellan Fund 4,040 445 416 1,146 2,357 Equity Income Fund 2,247 367 238 492 1,435 Intermediate Bond Fund 224 51 43 35 8 Overseas Fund 785 137 36 103 60 Asset Manager Fund 1,256 317 124 391 357 Asset Manager: Growth Fund 2,207 463 131 895 695 Asset Manager: Income Fund 335 123 46 76 45 Short Term Bond Fund 463 1 105 120 Retirement Money Market Fund 1,597 433 185 144 US Equity Index Pool Fund 557 163 5 318 Other mutual funds 24 30 (25) Loans to participants 41 129 ------- ------ ------ ------ ------ Total $14,306 $2,604 $1,388 $3,561 $5,106 ======= ====== ====== ====== ======
All Employer contributions are made to the Mead Common Stock Fund. The Mead Savings Plan for Bargaining Unit Employees Item 27a - Supplemental Schedule of Assets Held for Investment December 31, 1997 (All dollar amounts in thousands) Market Units Cost Value ----------- -------- -------- Mead Common Stock Fund 214,255 $ 3,228 $ 3,055 Fidelity Investment Funds: Magellan 194,582 15,762 18,538 Equity Income 185,370 7,712 9,715 Intermediate Bond 69,063 696 702 Overseas 65,135 2,055 2,120 Asset Manager 255,396 4,204 4,687 Asset Manager: Growth 469,329 7,660 8,673 Asset Manager: Income 99,992 1,155 1,218 Short Term Bond 236,325 2,084 2,056 Retirement Money Market 3,200,279 3,200 3,200 U.S. Equity Index Pool 68,111 1,500 1,843 Other Mutual Funds: Fidelity funds: Blue Chip Growth 179 7 7 Capital Appreciation 67 1 1 Contrafund 1,043 51 49 Disciplined Equity 104 3 3 Dividend Growth 994 23 23 Emerging Markets 876 8 8 Fidelity Fifty 165 3 3 Fidelity Fund 43 1 1 Freedom 2020 11 Ginnie Mae 48 1 1 Growth & Income 843 31 32 Hong Kong & China 699 8 8 Investment Grade Bond 135 1 1 Japan Small Companies 586 3 3 Latin America 88 2 2 Low-Priced Stock 6,067 153 153 Mid-Cap Stock 40 1 1 Real Estate Investment 40 1 1 Retirement Government Money Market 48,150 48 48 Small-Cap Stock 731 12 12 Southeast Asia 364 3 3 Stock Selector 24 1 1 TechnoQuant 2,206 27 26 U.S. Bond Index 1 Utilities 117 2 2 Value 183 11 10 Other Funds: Founders Growth 133 3 2 INVESCO Dynamics 10 INVESCO Small Company Growth 60 1 1 Janus Fund 58 2 1 Janus Mercury 1,053 20 17 Janus Twenty 193 7 6 Janus Worldwide 2,559 101 96 MAS High Yield Portfolio 92 1 1 MAS Mid Cap Growth 823 17 15 MAS Value Portfolio 551 11 10 Morgan Stanley Emerging Growth 11 Morgan Stanley Global Equity 7 N&B Genesis Trust 4,832 108 107 N&B Partners Trust 2,800 53 49 PBHG Emerging Growth 210 5 5 PBHG Growth 56 2 1 PIMCO Capital Appreciation 650 15 15 PIMCO High Yield 110 1 1 PIMCO Mid-Cap Growth 589 14 13 Strong Advantage 185 2 2 Templeton Foreign I 272 3 3 Templeton World I 277 5 5 Warburg Capital Appreciation 7 -------- -------- Total other mutual funds 773 749 Loans to participants - 533 loans with interest rates from 6.25% to 10.75% 1,895 1,895 -------- -------- $ 51,924 $ 58,451 ======== ======== The Mead Savings Plan for Bargaining Unit Employees Item 27d- Supplemental Schedule of Reportable Transactions - Series of Transactions Year Ended December 31, 1997 (All dollar amounts in thousands)
Number of Purchase Number Sale Gain/ Description Purchases Cost of Sales Proceeds (Loss) - ------------------------------------------------------------------------------------------- Mead Common Stock Fund 207 $ 3,332 133 $ 1,200 $124 Magellan Fund 246 6,894 217 2,894 333 Equity Income Fund 232 4,449 171 1,405 191 Overseas Fund 200 1,527 140 894 59 Asset Manager Fund 167 2,121 95 426 52 Asset Manager: Growth Fund 216 4,257 154 1,147 143 Retirement Money Market Fund 207 4,219 204 2,739 US Equity Index Pool 194 1,615 87 598 54
INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-53421 on Form S-8 of our report dated April 3, 1998, accompanying the financial statements of The Mead Savings Plan for Bargaining Unit Employees included in the Form 10-K/A Amendment No. 2 to the Annual Report on Form 10-K of The Mead Corporation for the year ended December 31, 1997. DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Dayton, Ohio May 7, 1998 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) G. T. GESWEIN Date: May 12, 1998 By: ________________________ Gregory T. Geswein Vice President and Controller (principal accounting officer) THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES JAMES D. BELL Date: May 12, 1998 By: ________________________ James D. Bell Director of Benefits -----END PRIVACY-ENHANCED MESSAGE-----