-----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, RoidIHHmivZ03IEiFXDJMJK5bcqAQ4CYXkr+vrE7pKSstBHiFLzi37miEUcj6FIq jqA5leEqPTTY5N1q5Ydw5A== 0000064394-98-000015.txt : 19981202 0000064394-98-000015.hdr.sgml : 19981202 ACCESSION NUMBER: 0000064394-98-000015 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19981201 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: 98761903 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. 3 MSP BARGAINING UNIT EMPLOYEES ================================================================================ 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, 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 six-month period ended June 30, 1998. 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 June 30, 1998 and December 31, 1997 2 Statement of Changes in Net Assets Available for Benefits for the Six-Month Period Ended June 30, 1998 3 NOTES TO FINANCIAL STATEMENTS 4-6 SUPPLEMENTAL SCHEDULES: Schedule of Reportable Transactions for the Six-Month Period Ended June 30, 1998: Single Transactions 7 Series of Transactions 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 June 30, 1998 and December 31, 1997, and the related statement of changes in net assets available for benefits for the six-month period ended June 30, 1998. 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 June 30, 1998 and December 31, 1997, and the changes in net assets available for benefits for the six-month period ended June 30, 1998, 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 listed in the Table of Contents for the six-month period ended June 30, 1998, 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 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 October 16, 1998 THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS JUNE 30, 1998 AND DECEMBER 31, 1997 (All dollar amounts in thousands) June 30, December 31, 1998 1997 --------------------------- ASSETS Investments: Mead Common Stock Fund $ $ 3,055 Fidelity Investment Funds: Magellan Fund 18,538 Equity Income Fund 9,715 Intermediate Bond Fund 702 Overseas Fund 2,120 Asset Manager Fund 4,687 Asset Manager: Growth Fund 8,673 Asset Manager: Income Fund 1,218 Short Term Bond Fund 2,056 Retirement Money Market Fund 3,200 US Equity Index Pool Fund 1,843 Other mutual funds 749 Loans to participants 1,895 ----------------------------- Net Assets Available for Benefits $ $ 58,451 ============================= See notes to financial statements. THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS SIX-MONTH PERIOD ENDED JUNE 30, 1998 (All dollar amounts in thousands) INCREASES IN PLAN ASSETS: Contributions: Employees $ 8,275 Rollovers 712 Employer 262 Investment Income: Interest and dividends 1,231 Net appreciation in fair value of investments 6,360 -------- Total increases 16,840 -------- DECREASES IN PLAN ASSETS: Benefits paid to participants 1,015 Administrative expenses 11 -------- Total decreases 1,026 -------- TRANSFERS OUT (74,265) -------- NET DECREASE IN PLAN ASSETS (58,451) NET ASSETS - DECEMBER 31, 1997 58,451 -------- NET ASSETS - JUNE 30, 1998 $ ======== See notes to financial statements. THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES NOTES TO FINANCIAL STATEMENTS JUNE 30, 1998 AND DECEMBER 31, 1997 AND THE SIX-MONTH PERIOD ENDED JUNE 30, 1998 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 period ended June 30, 1998, Mead's contributions to Rumford employees 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 to the Mead Common Stock Fund or any of the following Fidelity Investment 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 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 The Mead Corporation. 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. Plan Merger - Effective June 30, 1998, the Plan was merged into The Mead Salaried Savings Plan. All terms of the Plan remain the same after the merger. Estimates - The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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, participant rollovers benefits paid to participants, interest and dividends and net appreciation in fair value of investments by fund are as follows for the six-month period ended June 30, 1998: (All dollar amounts in thousands)
Benefits Net Appreciation Participant Participant Paid to Interest/ in Fair Value Contribution Rollover Participant Dividends of Investments ----------- ----------- ----------- ---------- -------------- Mead Common Stock Fund $ 507 $ 67 $ 43 $ $ 439 Magellan Fund 2,250 195 198 570 2,856 Equity Income Fund 1,311 57 220 212 924 Intermediate Bond Fund 111 4 16 22 3 Overseas Fund 379 25 16 341 Asset Manager Fund 699 97 103 80 315 Asset Manager: Growth Fund 1,252 86 144 979 Asset Manager: Income Fund 173 11 102 25 46 Short Term Bond Fund 230 46 64 Retirement Money Market Fund 735 74 125 90 US Equity Index Pool Fund 375 53 2 366 Other mutual funds 253 43 71 91 Loans to participants 97 ------------------------------------------------------- Total $8,275 $ 712 $ 1,015 $1,231 $6,360 =======================================================
All Employer contributions are made to the Mead Common Stock Fund. The Mead Savings Plan for Bargaining Unit Employees Item 27d- Supplemental Schedule of Reportable Transactions - Single Transactions Six-Month Period Ended June 30, 1998 (All dollar amounts in thousands) Sale Gain/ Description Cost Proceeds (Loss) - -------------------------------------------------------------- Mead Common Stock Fund $ 4,325 $ 4,501 $ 176 Magellan Fund 18,242 23,585 5,343 Equity Income Fund 9,211 11,982 2,771 Asset Manager Fund 4,811 5,563 752 Asset Manager: Growth Fund 8,666 10,561 1,895 Retirement Money Market Fund 3,611 3,611 0 US Equity Index Pool Fund 2,318 2,988 670 The Mead Savings Plan for Bargaining Unit Employees Item 27d- Supplemental Schedule of Reportable Transactions - Series of Transactions Six-Month Period Ended June 30, 1998 (All dollar amounts in thousands) Sales Purchases -------------- ---------------------------------- Gain/ Description Number Cost Number Cost Proceeds (Loss) - ------------------------------------------------------------------- Mead Common Stock Fund 107 $2,049 79 $ 5,277 $ 5,543 $ 266 Magellan Fund 115 3,806 103 19,569 25,201 5,632 Equity Income Fund 111 2,114 86 9,826 12,753 2,927 Overseas Fund 96 597 72 2,651 3,057 406 Asset Manager Fund 84 987 64 5,191 5,989 798 Asset Manager: Growth Fund 108 1,663 89 9,324 11,316 1,992 Retirement Money Market Fund 105 2,143 101 5,343 5,343 US Equity Index Pool Fund 100 1,106 48 2,607 3,316 709 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-53421 on Form S-8 of our report dated October 16, 1998, accompanying the financial statements of The Mead Savings Plan for Bargaining Unit Employees included in the Form 10-K/A Amendment No. 3 to the Annual Report on Form 10-K of The Mead Corporation for the six-month period ended June 30, 1998. DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Dayton, Ohio November 24, 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: November 30, 1998 By: ________________________ Gregory T. Geswein Vice President and Controller (principal accounting officer) THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES JAMES D. BELL Date: November 30, 1998 By: ________________________ James D. Bell Director of Benefits -----END PRIVACY-ENHANCED MESSAGE-----