-----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, D4y6t0yTlwHuKusmsnjdiND8OPHRJFHgbgCVmOBfWecjX2VlfJ4/6LKDug13q3pK 57DwMbWjHtBMHfTrVk3LIw== 0000064394-98-000016.txt : 19981202 0000064394-98-000016.hdr.sgml : 19981202 ACCESSION NUMBER: 0000064394-98-000016 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: 98761904 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. 4 TMC EMPLOYEES STOCK PURCHASE PLAN ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] AMENDMENT NO. 4 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 (the "Registrant") hereby amends its annual report on Form 10-K for the fiscal year ended December 31, 1997, 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, 1998 and 1997. 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, 1998 and 1997 2 Statements of Income and Changes in Participants' Equity for the Years Ended August 31, 1998, 1997 and 1996 3 NOTES TO FINANCIAL STATEMENTS 4-5 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 (the "Plan") as of August 31, 1998 and 1997, and the related statements of income and changes in participants' equity for each of the three years in the period ended August 31, 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, the financial statements referred to above present fairly, in all material respects, the financial condition of the Plan at August 31, 1998 and 1997, and the results of its operations and the changes in participants' equity for each of the three years in the period ended August 31, 1998, in conformity with generally accepted accounting principles. DELOITTE & TOUCHE DELOITTE & TOUCHE LLP November 20, 1998 Dayton, Ohio
THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN STATEMENTS OF FINANCIAL CONDITION, AUGUST 31, 1998 AND 1997 _________________________________________________________________ ASSETS 1998 1997 Common shares of The Mead Corporation, at market (Note B) $1,517,615 $1,329,936 Dividends receivable 8,339 5,114 Cash 12,040 53,138 Participants' payroll receivable 20,340 50,357 The Mead Corporation match receivable 90,343 --------- --------- $1,648,677 $1,438,545 ========= ========= LIABILITIES AND PARTICIPANTS' EQUITY Current plan year distribution due to participating employees $1,646,952 $1,264,035 Amounts due to terminated employees and estates of deceased employees 1,725 4,143 Advance payment of contribution from The Mead Corporation - 128,840 --------- --------- 1,648,677 1,397,018 Participants' equity - 41,527 --------- --------- $1,648,677 $1,438,545 ========= =========
See notes to financial statements. THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN
STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY YEARS ENDED AUGUST 31, 1998, 1997 AND 1996 __________________________________________________________________ INCREASES IN PARTICIPANTS' 1998 1997 1996 EQUITY: Investment income - dividends on Mead common shares $ 18,832 $ 12,418 $ 12,325 Unrealized appreciation (deprec.) of Mead common shares (268,037) 203,080 42,745 Contributions and deposits: The Mead Corporation and subsidiaries 141,206 71,018 75,181 Participating employees 1,787,293 1,015,368 996,227 --------- --------- --------- TOTAL INCREASES 1,679,294 1,301,884 1,126,478 --------- --------- --------- DECREASES IN PARTICIPANTS' EQUITY: Cash distributions to withdrawn, terminated or deceased employees 32,342 29,797 29,733 Cash distributions 59,560 Mead common share distributions: 59,040 shares - 1998 1,628,919 35,638 shares - 1997 1,264,035 38,812 shares - 1996 1,110,946 --------- --------- --------- TOTAL DECREASES 1,720,821 1,293,832 1,140,679 --------- --------- --------- NET INCREASE (DECREASE) IN PARTICIPANTS' EQUITY (41,527) 8,052 (14,201) PARTICIPANTS' EQUITY - Beginning of plan year 41,527 33,475 47,676 --------- --------- --------- PARTICIPANTS' EQUITY - End of plan year $ - $ 41,527 $ 33,475 --------- --------- ---------
See notes to financial statements. THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED AUGUST 31, 1998, 1997 AND 1996 _________________________________________________________________ A. PLAN DESCRIPTION The Mead Corporation Employees Stock Purchase Plan (the "Plan") permits certain employees of The Mead Corporation and subsidiaries to purchase Mead common shares through payroll deductions. 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. Estimates - The preparation of financial statements, in confirmity 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. COMMON SHARES OF THE MEAD CORPORATION The principle followed in determining the cost of securities purchased and distributed is average cost. The Plan's transactions relating to common shares of The Mead Corporation are as follows:
Unrealized Number Shares Appreciation Shares at of Shares at Cost (Depreciation) Mkt Value Balance at 8/31/95 44,030 $1,176,235 $ 175,045 $1,351,280 Shares purchased 37,800 1,029,515 ========= Shares distributed (40,122) (1,071,659) (157,990) Appreciation 42,745 --------- --------- --------- Balance at 8/31/96 41,708 1,134,091 59,800 $1,193,891 Shares purchased 34,600 1,043,911 ========= Shares distributed (38,812) (1,055,298) (55,648) Appreciation 203,080 --------- --------- --------- Balance at 8/31/97 37,496 1,122,704 207,232 $1,329,936 Shares purchased 53,580 1,719,751 ========= Shares distributed (35,638) (1,071,841) (192,194) (Depreciation) (268,037) --------- --------- --------- Balance at 8/31/98 55,438 $1,770,614 $(252,999) $1,517,615 --------- --------- --------- =========
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 November 20, 1998, accompanying the financial statements of The Mead Corporation Employees Stock Purchase Plan included in the Form 10-K/A, Amendment No. 4, 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 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 CORPORATION EMPLOYEES STOCK PURCHASE PLAN JAMES D. BELL Date: November 30, 1998 By: ________________________ James D. Bell Director of Benefits -----END PRIVACY-ENHANCED MESSAGE-----