-----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, CC+Zv1OnxVNZRZ3rFQ4cuyVt6AqyIfQHXCqbui3Maiw0bbnq7lECvpFgGkFxfOYb bGyJdtceIHHsfT69ShFe2Q== 0001021408-01-509901.txt : 20020410 0001021408-01-509901.hdr.sgml : 20020410 ACCESSION NUMBER: 0001021408-01-509901 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20011113 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: 1934 Act SEC FILE NUMBER: 001-02267 FILM NUMBER: 1783318 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 d10ka.txt AMENDMENT #2 TO ANNUAL REPORT DATED 12/31/2000 ================================================================================ 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, 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 (the "Registrant") hereby amends its Annual Report on Form 10-K for the fiscal year ended December 31, 2000, 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, 2001 and 2000. 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, 2001 and 2000 2 Statements of Income and Changes in Participants' Equity for the Years Ended August 31, 2001, 2000 and 1999 3 NOTES TO FINANCIAL STATEMENTS 4-5 EXHIBITS: Independent Auditors' Consent 6 Signatures 7
INDEPENDENT AUDITORS' REPORT Members of The Mead Corporation Employees Stock Purchase Plan Committee The Mead Corporation Employees Stock Purchase Plan Dayton, Ohio We have audited the accompanying statements of financial condition of The Mead Corporation Employees Stock Purchase Plan (the "Plan") as of August 31, 2001 and 2000, and the related statements of income and changes in participants' equity for each of the three years in the period ended August 31, 2001. 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 referred to above present fairly, in all material respects, the financial condition of the Plan at August 31, 2001 and 2000, and the results of its operations and the changes in participants' equity for each of the three years in the period ended August 31, 2001, in conformity with accounting principles generally accepted in the United States of America. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP November 8, 2001 Dayton, Ohio -1- THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN STATEMENTS OF FINANCIAL CONDITION AUGUST 31, 2001 AND 2000 - --------------------------------------------------------------------------------
ASSETS 2001 2000 Common shares of The Mead Corporation, at fair value (Note B) $1,867,124 $1,417,577 Dividends receivable 9,056 8,380 Money market fund 16,020 17,660 Participants' payroll receivable 33,270 The Mead Corporation match receivable 25,970 32,617 ---------- ---------- $1,951,440 $1,476,234 ========== ========== LIABILITIES Current plan year distribution due to participating employees $1,948,846 $1,472,213 Amounts due to terminated employees and estates of deceased employees 2,594 4,021 ---------- ---------- $1,951,440 $1,476,234 ========== ==========
See notes to financial statements. -2- THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY YEARS ENDED AUGUST 31, 2001, 2000 AND 1999 - -------------------------------------------------------------------------------- 2001 2000 1999 INCREASES IN PARTICIPANTS' EQUITY: Investment income - dividends on Mead common shares $ 23,039 $ 20,736 $ 28,870 Unrealized appreciation (depreciation) of Mead common shares 288,470 (304,002) 221,852 Contributions and deposits: The Mead Corporation and subsidiaries 119,619 134,313 137,917 Participating employees 1,554,846 1,669,767 1,700,099 ---------- ---------- ---------- Total increases 1,985,974 1,520,814 2,088,738 DECREASES IN PARTICIPANTS' EQUITY: Cash distributions to withdrawn, terminated or deceased employees 29,355 48,601 28,998 Cash distributions 11,743 15,374 17,546 Mead common share distributions: 58,520 shares - 2001 1,944,876 55,506 shares - 2000 1,456,839 53,944 shares - 1999 2,042,194 ---------- ---------- ---------- Total decreases 1,985,974 1,520,814 2,088,738 NET INCREASE (DECREASE) IN PARTICIPANTS' EQUITY PARTICIPANTS' EQUITY: Beginning of plan year ---------- ---------- ---------- End of plan year $ $ $ ========== ========== ==========
See notes to financial statements. -3- THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN NOTES TO FINANCIAL STATEMENTS AUGUST 31, 2001, 2000 AND 1999 - -------------------------------------------------------------------------------- A. PLAN DESCRIPTION The Mead Corporation Employees Stock Purchase Plan (the "Plan") permits certain employees of The Mead Corporation and subsidiaries (the "Company") 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 and citizens of the United States of America. Participating employers make matching contributions to the Plan on behalf of the participants at a rate of 12.5% of participant's contributions. The Plan distributes Mead common shares to participants at or near the end of each Plan fiscal year. Generally, employees who cease employment or voluntarily withdraw from the Plan during the year receive a refund of their contributions. 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 related to common shares of the Company are as follows:
Unrealized Shares at Number of Shares Appreciation Market Shares at Cost (Depreciation) Value BALANCE - AUGUST 31, 1998 55,438 $1,770,614 $ (252,999) $1,517,615 ========== Shares purchased 57,250 1,937,927 Shares distributed (59,040) (1,898,110) 222,457 Appreciation 221,852 ------- ---------- ---------- BALANCE - AUGUST 31, 1999 53,648 1,810,431 191,310 $2,001,741 ========== Shares purchased 53,166 1,762,974 Shares distributed (53,944) (1,853,280) (189,856) Depreciation (304,002) ------- ---------- ---------- BALANCE - AUGUST 31, 2000 52,870 1,720,125 (302,548) $1,417,577 ========== Shares purchased 58,807 1,614,559 Shares distributed (55,506) (1,727,071) 273,589 Appreciation 288,470 ------- ---------- ---------- BALANCE - AUGUST 31, 2001 56,171 $1,607,613 $ 259,511 $1,867,124 ======= ========== ========== ==========
-4- 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. D. PROPOSED MERGER On August 29, 2001, The Mead Corporation announced its intent to merge with Westvaco Corporation to form MeadWestvaco Corporation. This merger is expected to be consummated prior to December 31, 2001. The terms of this merger are such that the Plan will remain intact for the foreseeable future. Subsequent to the consummation of the merger, plan management intends to satisfy obligations of the Plan with MeadWestvaco stock. -5- INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Form S-8 Registration Statements (Nos. 33-37960, 33-59007 and 333-36724) of our report dated November 8, 2001, accompanying the financial statements of The Mead Corporation Employees Stock Purchase Plan included in this 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, 2000. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP November 8, 2001 Dayton, Ohio -6- 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: November 13, 2001 By: /s/ PETER H. VOGEL, JR. ---------------------------------------- Peter H. Vogel, Jr. Vice President, Finance and Treasurer (Principal Accounting Officer) THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN Date: November 13, 2001 By: /s/ MARY K. FLYNN ----------------------------------------- Mary K. Flynn Manager, Qualified Plans -7- -----END PRIVACY-ENHANCED MESSAGE-----