-----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, FwMVdSojAmekQ3O4VazNQOkQkGO2bm5uL8AsD8SRZNXqtS+oGK97JKB2hBFpxp57 0QrHMh6NI+y73Lo5pc0D0w== 0000950152-00-003879.txt : 20000512 0000950152-00-003879.hdr.sgml : 20000512 ACCESSION NUMBER: 0000950152-00-003879 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000511 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: 625767 BUSINESS ADDRESS: STREET 1: MEAD WORLD HEADQUARTERS STREET 2: COURTHOUSE PLZ NORTHEAST CITY: DAYTON STATE: OH ZIP: 45463 BUSINESS PHONE: 9374954439 10-K/A 1 THE MEAD CORPORATION 1 ================================================================================ 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, 1999 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 25, 2000, the aggregate market value of the voting shares held by non-affiliates of the Registrant was approximately $3,820,778,508 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 1, 2000 was 102,791,099. DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrant's Proxy Statement for the Annual Meeting of Shareholders scheduled to be held on April 27, 2000, are incorporated by reference in Part III; definitive copies of said Proxy Statement were filed with the Securities and Exchange Commission on March 8, 2000. ================================================================================ 2 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, 1999 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, 1999. THE MEAD 401(k) PLAN TABLE OF CONTENTS - ------------------------------------------------------------------------------
Page INDEPENDENT AUDITORS' REPORT 3 FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998 AND FOR THE YEAR ENDED DECEMBER 31, 1999: Statements of Net Assets Available for Benefits 4 Statement of Changes in Net Assets Available for Benefits 5 NOTES TO FINANCIAL STATEMENTS 6 - 9 SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1999 AND FOR THE YEAR THEN ENDED: Schedule of Assets Held for Investment Purposes at End of Year 10 - 13 Schedule of Reportable Transactions 14 SIGNATURES 15 EXHIBIT- Independent Auditors' Consent 16
-2- 3 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, 1999 and 1998, and the related statement of changes in net assets available for benefits for the year ended December 31, 1999. 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, 1999 and 1998, and the changes in net assets available for benefits for the year ended December 31, 1999, 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 8, 2000 -3- 4 THE MEAD 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1999 AND 1998 - ------------------------------------------------------------------------------ (All dollar amounts in thousands)
ASSETS 1999 1998 --------- --------- Investments: Mead Common Stock Fund $ 184,690 $ 137,040 Fidelity Investment Funds: Asset Manager Fund 38,944 37,811 Asset Manager Growth Fund 64,661 63,428 Asset Manager Income Fund 8,237 9,294 Equity Income Fund 56,791 63,320 Intermediate Bond Fund 6,213 6,562 Magellan Fund 154,393 129,002 Overseas Fund 19,444 15,663 Retirement Money Market Fund 29,904 18,955 Short Term Bond Fund 12,885 13,892 US Equity Index Pool Fund 27,753 22,995 Other mutual funds (each less than 5% of total net assets available for benefits) 72,452 22,509 Loans to participants 12,754 11,641 --------- --------- Net Assets Available for Benefits $ 689,121 $ 552,112 ========= =========
-4- 5 THE MEAD 401(k) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1999 - ------------------------------------------------------------------------------ (All dollar amounts in thousands) INCREASES IN PLAN ASSETS: Contributions: Employees $ 39,047 Rollovers 3,233 Employer 11,060 Investment income: Interest and dividends 35,639 Net appreciation in fair value of investments 109,452 -------- Total increases 198,431 -------- DECREASES IN PLAN ASSETS: Benefits paid to participants (61,313) Administrative expenses (109) -------- Total decreases (61,422) -------- NET INCREASE IN PLAN ASSETS 137,009 NET ASSETS - DECEMBER 31, 1998 552,112 -------- NET ASSETS - DECEMBER 31, 1999 $689,121 ======== See notes to financial statements. -5- 6 THE MEAD 401(k) PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 AND YEAR ENDED DECEMBER 31, 1999 - ------------------------------------------------------------------------------ A. PLAN DESCRIPTION The following description of The Mead 401(k) Plan (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 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 redirection of payroll wages up to a certain percentage of compensation as a contribution to the Plan each year. Mead may make 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 Employees 20% 100% on first 3% of gross pay, 50% on next 2% of gross pay Hourly Employees (excluding Rumford) 20% None 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 -6- 7 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 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 1999, 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 - 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. Payment of Benefits - Benefits are recorded when paid. -7- 8 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. 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. -8- 9 E. NONPARTICIPANT-DIRECTED INVESTMENTS As the employer's contribution to the plan is automatically invested in the employer's stock fund, the Mead Stock Fund is thus considered a non-participant directed investment. As such, SOP 99-3 only requires the disclosure of changes in net assets information for this fund. 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 $ 2,333 Rollovers 53 Employer 11,060 Investment income: Net appreciation in fair value 65,226 --------- Total increases 78,672 --------- DECREASES IN FUND ASSETS: Benefits paid to participants (19,470) Administrative expenses (7) Transfers to participant-directed investments - net (11,545) --------- Total decreases (31,022) --------- NET INCREASE IN FUND ASSETS 47,650 NET ASSETS - DECEMBER 31, 1998 137,040 --------- NET ASSETS - DECEMBER 31, 1999 $ 184,690 ========= -9- 10 THE MEAD 401(k) PLAN SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR DECEMBER 31, 1999 - ------------------------------------------------------------------------------ (All dollar amounts in thousands)
(e) Current (a) (c) Description of Investments (d) Cost Value Mead Common Stock Fund $ 96,343 $ 184,690 Fidelity Investment Funds: * Asset Manager Fund 35,808 38,944 * Asset Manager: Growth Fund 57,205 64,661 * Asset Manager: Income Fund 7,978 8,237 * Equity Income Fund 49,690 56,791 * Intermediate Bond Fund 6,430 6,213 * Magellan Fund 109,540 154,393 * Overseas Fund 13,903 19,444 * Retirement Money Market Fund 29,904 29,904 * Short Term Bond Fund 13,363 12,885 * U.S. Equity Index Pool Fund 18,452 27,753 Other mutual funds: Fidelity funds: * Aggressive Growth 2,906 3,652 * Aggressive International 65 79 * Balanced 112 104 * Blue Chip Growth 1,016 1,204 * Canada 7 9 * Capital Appreciation 124 166 * Cap & Inc 551 546 * Contrafund 1,266 1,349 * Disciplined Equity 22 23 * Diversified International 92 121 * Dividend Growth 3,296 3,362 * Emerging Markets 52 62 * Equity Income II 376 354 * Europe 321 357 * Europe Capital Appreciation 107 127 * Export & Multinational 120 145 * Fidelity Fund 714 850 * Fifty 229 260 * Freedom 2000 4 4 * Freedom 2010 27 30 * Freedom 2020 51 62 * Freedom 2030 34 40 * Freedom Income 1 1 * Germany 55 61 * Ginnie Mae 53 52 * Global Balanced 59 61 * Government Securities 165 156 * Growth & Income 1,862 1,992 * Growth Company 852 1,205 * Hong Kong & China 159 190 * Inst Sh-Int Government 11 11 * International Bond 4 4 * International Gr & Inc. 51 55 * Investment Grade Bond 45 43
-10- 11 THE MEAD 401(k) PLAN SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR DECEMBER 31, 1999 - ------------------------------------------------------------------------------ (All dollar amounts in thousands)
(e) Current (a) (c) Description of Investments (d) Cost Value * Japan 168 226 * Japan Small Co 1,021 1,322 * Large Cap Stock 80 96 * Latin America 78 126 * Low-Priced Stock 556 515 * Mid-Cap Stock 140 168 * New Market Income 55 58 * Nordic 69 112 * OTC Portfolio 816 1,218 * Pac Basin 100 132 * Puritan 378 358 * Real Estate Investment 114 91 * Retirement Government Money Market 1,852 1,852 * Retirement Growth 72 86 * Small-Cap Stock 51 60 * Southeast Asia 40 58 * Stock Selector 9 9 * TechnoQuant 21 23 * Trend 1 1 * U.S. Bond Index 622 590 * United King 1 1 * Utilities 564 630 * Value 147 130 * Worldwide 78 89 Other Funds: Alger Capital Appreciation 779 968 Alger Small Cap RTM 196 243 Alger Mid Cap Growth 81 99 AMR Balanced 3 3 AMR Large Cap Value 5 4 AMR International Equity 1 1 AMR Short Term Bond 153 152 Ariel 30 24 Ariel Appreciation 37 31 Ariel Premier Bond 1 1 Baron Asset 89 102 Baron Growth 12 14 Calvert Newvis Small CP 0 1 Domini Social Equity Index 118 135 Founders Balanced 77 68 Founders Discovery 34 36 Founders G & I 14 14 Founders Growth 281 340 Founders MC Growth 1 1 Founders Passport 11 12 Founders Worldwide 17 18 Franklin Sm Cap Grth 32 47 INVESCO Dynamics 341 488 INVESCO Growth 101 108 INVESCO High Yield 202 196 INVESCO Equity Income 69 68 INVESCO Select Income 14 13 INVESCO Small Company Growth 238 339 INVESCO Total Return 175 168 INVESCO Value Equity 9 8
-11- 12 THE MEAD 401(k) PLAN SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR DECEMBER 31, 1999 - ------------------------------------------------------------------------------ (All dollar amounts in thousands)
(e) Current (a) (c) Description of Investments (d) Cost Value Janus Balanced 823 960 Janus Enterprise 2,162 2,800 Janus Flex Income 192 189 Janus Fund 2,329 2,687 Janus Mercury 7,573 9,426 Janus Twenty 12,849 18,036 Janus Worldwide 3,911 5,738 MAS Balanced Adviser 65 61 MAS Fixed Income Adv 48 47 MAS High Yield Adv 45 43 MAS Mid Cap Growth 541 686 MAS Value Adv 59 45 Montgomery Intl Sm Cap 1 1 Morgan Stanley Active International B 4 5 Morgan Stanley Emerging Markets B 12 23 Morgan Stanley Sm Co Growth B 231 302 Morgan Stanley Global Equity B 20 18 MSDW Equity Growth B 22 24 NB Focus Trust 14 19 NB Genesis Trust 304 309 NB Guardian Trust 48 41 NB Manhattan Trust 2 3 NB Partners Trust 204 197 PBHG Emerging Growth 4 6 PBHG Growth 111 172 PIMCO Capital Appreciation 193 198 PIMCO Global Bond 3 3 PIMCO High Yield 251 240 PIMCO Long-Term US Govt 4 4 PIMCO Low Duration 64 63 PIMCO Mid-Cap Growth 170 197 PIMCO Total Return 217 205 Strong Advantage 5 5 Strong Common Stock 1 1 Strong Government Securities 11 11 Strong Growth 179 240 Strong Opportunity 194 206 Strong Schafer Value 11 10 Strong Short-Term Bond 3 3 Strong Total Return 47 51 Templeton Developing Markets I 99 132 Templeton Foreign A 90 106 Templeton Foreign Small Co. 1 1 Templeton Global Bond 37 34 Templeton Growth A 128 146 Templeton World A 61 68 (OF11) UAM/FMA Small Company 8 9 (OFDO) UAM/FMA Small Company 1 1
-12- 13 THE MEAD 401(k) PLAN SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT THE END OF YEAR DECEMBER 31, 1999 - -------------------------------------------------------------------------------- (All dollar amounts in thousands)
(e) Current (a) (c) Description of Investments (d) Cost Value - ------------------------------------------------------------------------------ UAM/RHJ Small Cap 0 1 USAA Cornerstone Strategy 1 1 USAA Emerging Markets 4 4 USAA GNMA Trust 3 3 USAA Income 3 3 USAA Income Stock 26 25 USAA International 75 77 Warburg Capital Appreciation 56 70 Warburg Emerging Growth 51 64 Warburg Global Fixed Income 22 22 Warburg Value Common 20 17 Warburg International Equity 2 2 Warburg Small Co. Value 1 1 -------- -------- Total other mutual funds 58,579 72,452 -------- -------- Loans to participants - 2,137 with interest rates from 6.25% to 10.75% 12,754 12,754 ======== ======== $509,949 $689,121 ======== ========
* 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. -13- 14 THE MEAD 401(k) PLAN SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1999 - ------------------------------------------------------------------------------
(h) (b) Current Value (a) Description (c) (d) (g) of Asset on (i) Identity of of Purchase Selling Cost of Transaction Net Gain/ Party Involved Asset Price Price Asset Date (Loss) - -------------------------------------------------------------------------------- Type (iii) Series transactions in excess of five percent of assets The Mead Mead Common Corporation Stock Fund $ 73,971 $ 91,546 $ 78,739 $ 165,517 $ 12,807
There were no type (i), (ii), or (iv) reportable transactions during the year ended December 31, 1999. Columns (e) and (f) have been omitted because they are not applicable. -14- 15 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 10, 2000 By: /s/ Peter H. Vogel ------------------------------------- Peter H. Vogel, Jr. Vice President, Finance and Treasurer (Principal Accounting Officer) THE MEAD 401(k) PLAN /s/ James D. Bell Date: May 10, 2000 By: ------------------------------------- James D. Bell Director of Benefits -15- EX-23 2 EXHIBIT 23 1 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 8, 2000 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, 1999. /s/ DELOITTE & TOUCHE LLP - ----------------------------- DELOITTE & TOUCHE LLP Dayton, Ohio May 8, 2000 -16- -----END PRIVACY-ENHANCED MESSAGE-----