10-K/A 1 d10ka.txt AMENDMENT NO.1 TO ANNUAL REPORT ================================================================================ 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, 2000 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, 2001, the aggregate market value of the voting shares held by non-affiliates of the Registrant was approximately $2,860,145,445 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 March 5, 2001 was 99,104,386. DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrant's Proxy Statement for the Annual Meeting of Shareholders scheduled to be held on April 26, 2001, are incorporated by reference in Part III; definitive copies of said Proxy Statement were filed with the Securities and Exchange Commission on March 9, 2001. ================================================================================ 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, 2000 to include the following information and financial statements required by Form 11-K with respect to The Mead 401(k) Plan (the "Plan") for the year ended December 31, 2000. THE MEAD 401(k) PLAN TABLE OF CONTENTS -------------------------------------------------------------------------- Page INDEPENDENT AUDITORS' REPORT 3 FINANCIAL STATEMENTS AS OF DECEMBER 31, 2000 AND 1999 AND FOR THE YEAR ENDED DECEMBER 31, 2000: Statements of Net Assets Available for Benefits 4 Statement of Changes in Net Assets Available for Benefits 5 NOTES TO FINANCIAL STATEMENTS 6 - 8 SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 2000 AND FOR THE YEAR THEN ENDED: Schedule of Assets Held for Investment Purposes at End of Year 9 - 12 Schedule of Reportable Transactions 13 SIGNATURES 14 EXHIBIT- Independent Auditors' Consent 15 -2- INDEPENDENT AUDITORS' REPORT Members of the Corporate Benefits Committee The Mead 401(k) Plan Dayton, Ohio We have audited the accompanying statements of net assets available for benefits of The Mead 401(k) Plan (the "Plan") as of December 31, 2000 and 1999, and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. 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 auditing standards generally accepted in the United States of America. 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, 2000 and 1999, and the changes in net assets available for benefits for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes at end of year and reportable transactions 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. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Dayton, Ohio May 7, 2001 -3- THE MEAD 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2000 AND 1999 ----------------------------------------------------------------------------- (All dollar amounts in thousands) ASSETS 2000 1999 -------- -------- Investments: Mead Common Stock Fund $175,289 $184,690 Fidelity Investment Funds: Asset Manager Fund 36,031 38,944 Asset Manager Growth Fund 53,638 64,661 Asset Manager Income Fund 7,247 8,237 Equity Income Fund 48,536 56,791 Intermediate Bond Fund 5,134 6,213 Magellan Fund 126,747 154,393 Overseas Fund 13,963 19,444 Retirement Money Market Fund 21,537 29,904 Short Term Bond Fund 11,978 12,885 U.S. Equity Index Pool Fund 21,028 27,753 Other mutual funds (each less than 5% of total net assets available for benefits) 88,317 72,452 Loans to participants 13,474 12,754 -------- -------- Net Assets Available for Benefits $622,919 $689,121 ======== ======== See notes to financial statements. -4- THE MEAD 401(k) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 2000 ---------------------------------------------------------------------------- (All dollar amounts in thousands) INCREASES IN PLAN ASSETS: Contributions: Employees $ 41,423 Rollovers 4,294 Employer 11,907 Investment income - interest and dividends 35,157 ---------- Total increases 92,781 ---------- DECREASES IN PLAN ASSETS: Investment loss - net depreciation in fair value of investments (113,146) Benefits paid to participants (45,709) Administrative expenses (128) ---------- Total decreases (158,983) ---------- NET DECREASE IN PLAN ASSETS (66,202) NET ASSETS - DECEMBER 31, 1999 689,121 ---------- NET ASSETS - DECEMBER 31, 2000 $ 622,919 ========== See notes to financial statements. -5- THE MEAD 401(k) PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 AND YEAR ENDED DECEMBER 31, 2000 -------------------------------------------------------------------------------- A. PLAN DESCRIPTION The following description of The Mead 401(k) Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. General - The Plan is a defined contribution plan covering employees of The Mead Corporation ("Mead"). It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Contributions - Participants may generally authorize a reduction of payroll wages up to a certain percentage of compensation as a contribution to the Plan each year. Mead makes matching contributions each year, in accordance with the provisions set forth in the Plan document. Employee and employer contributions and actual earnings thereon are at all times fully vested and nonforfeitable. All employer contributions are made to the Mead Common Stock Fund. The following represents the maximum allowable employee contribution percentage and the maximum Mead match percentage of participants eligible gross pay, by employee group:
Maximum Employee Group Contribution Mead's Match -------------------------------------------------------------------------------------------------- Salaried and Non-bargaining Hourly Employees 20% 100% on first 3% of gross pay, 50% on next 2% of gross pay Bargaining Hourly Employees (excluding Rumford) 20% None Bargaining Hourly Employees (Rumford only) 20% 50% on first 6% of gross pay
Investment Options - Participants can direct their contributions among the following funds of the Plan: Asset Manager Fund Mead Common Stock Fund Asset Manager Growth Fund Overseas Fund Asset Manager Income Fund Retirement Money Market Fund Equity Income Fund Short Term Bond Fund Intermediate Bond Fund U.S. Equity Index Pool Fund Magellan 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. -6- 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 and the provisions of ERISA. 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. Participant Loans - Participants may borrow from their fund accounts a minimum of $500 up to a maximum of $50,000 less the highest outstanding loan balance during the previous 12 months, or 50% of their account balance, whichever is less. The loans are secured by the balance in the participant's account. The interest rate is fixed and is determined at the time of the loan and is based on market rates for secured loans. Payment of Benefits - Upon termination of service due to death, the named beneficiary may receive the value of the vested interest in the participant's account as a lump-sum distribution. For termination of service for other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution. If the account balance is greater than $5,000, the participant may elect to have all or a portion of the account balance distributed. B. SIGNIFICANT ACCOUNTING POLICIES Recent Accounting Pronouncements - In September 2000, the American Institute of Certified Public Accountant's Accounting Standards Executive Committee issued Statement of Position ("SOP") 99-3, Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters, which simplifies disclosures for certain investments. The Plan has applied the provisions of SOP 99-3 in these financial statements. Estimates - The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein at the date of the financial statements and during the reporting period. Actual results could differ from those estimates. Investment Valuation and Income Recognition - The Plan's investments are stated at fair value as measured by readily available market prices. Participant loans are valued at cost, which approximates fair value. Purchases and sales are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. 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. -7- D. RELATED-PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by Fidelity Investments. Fidelity Management Trust Company is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. E. NONPARTICIPANT-DIRECTED INVESTMENTS Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investment in the Mead Stock Fund is as follows: (All dollar amounts in thousands) INCREASES IN FUND ASSETS: Contributions: Employees $ 2,667 Rollovers 517 Employer 11,899 Transfers from participant-directed investments - net 29,344 --------- Total increases 44,427 --------- DECREASES IN FUND ASSETS: Investment loss - net depreciation in fair value (42,972) Benefits paid to participants (10,848) Administrative expenses (8) --------- Total decreases (53,828) --------- NET DECREASE IN FUND ASSETS (9,401) NET ASSETS - DECEMBER 31, 1999 184,690 --------- NET ASSETS - DECEMBER 31, 2000 $ 175,289 ========= -8- THE MEAD 401(k) PLAN SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR DECEMBER 31, 2000
------------------------------------------------------------------------------------------------ (All dollar amounts in thousands) (e) Current (a) (c) Description of Investments (d) Cost Value Mead Common Stock Fund $133,520 $175,289 Fidelity Investment Funds: * Asset Manager 36,545 36,031 * Asset Manager Growth 58,130 53,638 * Asset Manager Income 7,291 7,247 * Equity Income 42,805 48,536 * Intermediate Bond 5,137 5,134 * Magellan 107,236 126,747 * Overseas 14,286 13,963 * Retirement Money Market 21,537 21,537 * Short Term Bond 12,203 11,978 * U.S. Equity Index Pool 16,159 21,028 Other mutual funds: Fidelity funds: * Aggressive Growth 8,764 5,956 * Aggressive International 186 135 * Asset Manager Aggressive 546 469 * Balanced 101 95 * Blue Chip Growth 1,603 1,513 * Canada 95 82 * Capital Appreciation 135 131 * Cap & Inc 295 261 * Contrafund 1,626 1,438 * Contrafund II 76 63 * Conv Sec 81 64 * China Rgn 89 77 * Disciplined Equity 40 33 * Diversified International 283 270 * Dividend Growth 2,912 3,024 * Emerging Markets 76 53 * Equity Income II 357 309 * Europe 431 376 * Europe Capital Appreciation 146 149 * Export & Multinational 138 131 * Fidelity Fund 909 811 * Fifty 280 263 * Four in One Index 197 185 * Freedom 2000 114 104 * Freedom 2010 106 102 * Freedom 2020 103 98 * Freedom 2030 123 115 * Freedom Income 4 4 * Ginnie Mae 72 74 * Global Balanced 4 4 * Government Securities 174 176 * Growth & Income 1,527 1,458 * Growth & Income II 1 1 * Growth Company 3,655 3,158 * High Income 6 5
(Continued) -9- THE MEAD 401(k) PLAN SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR DECEMBER 31, 2000
--------------------------------------------------------------------------------------------------- (All dollar amounts in thousands) (e) Current (a) (c) Description of Investments (d) Cost Value Other mutual funds (Continued): Fidelity funds (Continued): * Independence $ 708 $ 590 * Inst Sh-Int Government 12 12 * Int Government Income 7 7 * International Bond 51 50 * International Gr & Inc. 64 52 * Investment Grade Bond 64 65 * Japan 257 164 * Japan Small Co 345 166 * Large Cap Stock 108 97 * Latin America 102 122 * Low-Priced Stock 563 545 * Mid-Cap Stock 1,816 1,863 * Mortgage Security 11 11 * New Market Income 135 138 * Nordic 107 124 * OTC Portfolio 2,167 1,540 * Pac Basin 58 39 * Puritan 427 405 * Real Estate Investment 297 314 * Retirement Government Money Market 1,633 1,633 * Small-Cap Stock 119 123 * Small Capp Stock II 129 120 * Southeast Asia 19 15 * Spartan International Index 5 5 * Spin Extended Market Index 11 8 * Stock Selector 17 14 * Strategy Income 19 18 * Target Time 2001 3 3 * TechnoQuant 60 53 * Trend 3 3 * Total Market Index 30 27 * U.S. Bond Index 307 310 * Utilities 811 576 * Value 73 74 * Worldwide 103 94 Other Funds: Alger Capital Appreciation 1,288 1,016 Alger Small Cap RTM 524 414 Alger Mid Cap Growth 681 650 AMR Balanced 6 7 AMR Large Cap Value 26 26 AMR International Equity 15 14 AMR Short Term Bond 1 1 Ariel 73 72 Ariel Appreciation 53 50 Ariel Premier Bond 6 6
(Continued) -10- THE MEAD 401(k) PLAN SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR DECEMBER 31, 2000
------------------------------------------------------------------------------------------------------ (All dollar amounts in thousands) (e) Current (a) (c) Description of Investments (d) Cost Value Other Funds (Continued): Baron Asset $ 115 $ 115 Baron Growth 38 35 Calvert Cap Acc 39 32 Calvert Newvis Small CP 5 5 Domini Social Equity Index 147 134 Founders Balanced 95 76 Founders Discovery 826 658 Founders G & I 14 11 Founders Growth 372 276 Founders MC Growth 142 137 Founders Passport 121 63 Founders Worldwide 26 18 Franklin Sm Cap Grth 403 338 INVESCO Dynamics 1,564 1,474 INVESCO Blue Chip Growth 629 435 INVESCO High Yield 183 144 INVESCO Equity Income 97 94 INVESCO Select Income 73 73 INVESCO Small Company Growth 666 607 INVESCO Total Return 117 106 INVESCO Value Equity 74 66 Janus Balanced 1,188 1,167 Janus Enterprise 9,779 6,755 Janus Flex Income 74 71 Janus Fund 4,320 3,484 Janus Mercury 13,569 10,224 Janus Twenty 15,745 13,337 Janus Worldwide 7,794 6,998 MAS Balanced Adviser 42 37 MAS Fixed Income Adv 14 14 MAS High Yield Adv 52 40 MAS Mid Cap Growth 1,399 1,198 MAS Value Adv 114 116 Montgomery Global 20 19 12 Morgan Stanley Active International B 5 4 Morgan Stanley Emerging Markets B 101 81 Morgan Stanley International Magnum 1 1 Morgan Stanley Sm Co Growth B 548 456 Morgan Stanley Global Equity B 17 15 MSDW Equity Growth B 35 29 Mutual Discovery A 31 28 Mutual Shares Class A 7 7 NB Focus Trust 203 195 NB Genesis Trust 326 403 NB Guardian Trust 35 27 NB Manhattan Trust 181 128 NB Partners Trust 129 120
(Continued) -11- THE MEAD 401(k) PLAN SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR DECEMBER 31, 2000
------------------------------------------------------------------------------------------------------------------------------------ (All dollar amounts in thousands) (e) Current (a) (c) Description of Investments (d) Cost Value Other Funds (Continued): PBHG Emerging Growth $ 366 $ 224 PBHG Growth 2,361 1,487 PIMCO Capital Appreciation 336 286 PIMCO Global Bond 3 3 PIMCO High Yield 208 183 PIMCO Long-Term US Govt 35 36 PIMCO Low Duration 113 113 PIMCO Mid-Cap Growth 216 218 PIMCO Total Return 272 274 Strong Advantage 132 132 Strong Common Stock 22 19 Strong Discovery 25 20 Strong Government Securities 20 21 Strong Growth 1,248 988 Strong LG Capital Growth 386 293 Strong Opportunity 298 294 Strong Schafer Value 1 1 Strong Short-Term Bond 10 10 Templeton Developing Markets I 86 75 Templeton Foreign A 108 117 Templeton Foreign Small Co. 2 2 Templeton Global Bond 60 55 Templeton Growth A 147 154 Templeton World A 108 103 (OFDO) UAM/FMA Small Company 1 1 UAM/RHJ Small Cap 6 6 USAA Cornerstone Strategy 1 1 USAA Emerging Markets 2 2 USAA Growth Fund 3 3 USAA GNMA Trust 4 4 USAA Income 68 68 USAA Income Stock 33 34 USAA International 79 68 Warburg Capital Appreciation 195 166 Warburg Emerging Growth 123 102 Warburg Global Fixed Income 60 60 Warburg Value Common 17 16 Warburg International Equity 2 2 Warburg Small Co. Value 9 9 -------- -------- Total other mutual funds 107,209 88,317 -------- -------- Loans to participants - 2,151 with interest rates from 13,474 13,474 6.25% to 10.75% -------- -------- $575,532 $622,919 ======== ========
*Party-in-Interest. Column (b) is omitted as the identity of the issue, borrower, lessor, or similar party is disclosed within the body of the schedule. (Concluded) -12- THE MEAD 401(k) PLAN SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 2000
------------------------------------------------------------------------------------------------------------------------------------ (All dollar amounts in thousands) (h) Current Value of Asset on (a) (b) (c) (d) (g) Trans- (i) Identity of Party Description of Purchase Selling Cost of action Net Gain Involved Asset Price Price Asset Date (Loss) --------------------------------------------------------------------------------------------------------------------------------- Type (iii) Series transactions in excess of five percent of assets The Mead Corporation Mead Common Stock Fund $80,679 $47,110 $43,504 $127,789 $3,606
There were no type (i), (ii), or (iv) reportable transactions during the year ended December 31, 2000. Columns (e) and (f) have been omitted because they are not applicable. -13- 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) Date: May 9, 2001 By: /s/ PETER H. VOGEL, JR. ------------------------------- Peter H. Vogel, Jr. Vice President, Finance and Treasurer (Principal Accounting Officer) THE MEAD 401(k) PLAN Date: May 9, 2001 By: /s/ JAMES D. BELL ------------------------------- James D. Bell Director of Benefits -14- INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Form S-8 Registration Statements (Nos. 33-37961, 33-47580 and 33-53421) of our report dated May 7, 2001 accompanying the financial statements of The Mead 401(k) Plan included in this 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, 2000. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Dayton, Ohio May 7, 2001 -15-