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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[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, 1994
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: 513-495-6323
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
9% Debentures due 2017 New York 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 27, 1995, the aggregate market value of the voting shares held
by non-affiliates of the Registrant was approximately $3,037,962,000 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 28, 1995 was 57,941,098.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held on April 27, 1995, are incorporated
by reference in Part III; definitive copies of said Proxy
Statement were filed with the Securities and Exchange Commission on
March 16, 1995.
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<PAGE>
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, 1994 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 year ended December 31, 1994:
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 December 31, 1994 and 1993 2
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1994 3
NOTES TO FINANCIAL STATEMENTS 4-7
SUPPLEMENTAL SCHEDULES:
Schedule of Assets Held for Investment as of
December 31, 1994 8
Schedule of Reportable Transactions in Excess
of Five Percent of the Current Value of Plan
Assets for the Year Ended December 31, 1994 9-10
EXHIBIT:
Independent Auditors' Consent 11
Signatures 12
<PAGE>
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 December 31, 1994 and 1993, and the related statement of changes in
net assets available for benefits for the year ended December 31, 1994.
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 December
31, 1994 and 1993, and the changes in net assets available for benefits
for the year ended December 31, 1994, 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
of (1) assets held for investment as of December 31, 1994, and (2)
reportable transactions in excess of five percent of the current value of
plan assets for the year ended December 31, 1994, 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 1994 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
Dayton, Ohio
April 25, 1995
<PAGE>
THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994 AND 1993
- -----------------------------------------------------------------
1994 1993
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ASSETS
Investments (Note B):
Mead Common Stock Fund $ 258,170 $
Fidelity Investment Funds:
Magellan Fund 4,404,503
Equity Income Fund 1,550,871
Intermediate Bond Fund 181,753
Overseas Fund 645,148
Asset Manager Fund 1,067,185
Asset Manager: Growth Fund 1,716,895
Asset Manager: Income Fund 403,254
Short Term Bond Fund 1,027,560
Retirement Money Market Fund 258,922
US Equity Index Pool Fund 66,129
Twentieth Century Select Fund 3,212,023
Vanguard Equity Income Fund 1,773,480
Short-Term Investments 842,058
U.S. Treasury Obligations 802,502
Other Investments 162,567
Loans to Participants 297,080
Interest receivable 13,847
------------- ------------
Total assets 11,877,470 6,806,477
LIABILITIES
Administrative fees and other payables 10,270
------------- ------------
Net Assets Available for Benefits $11,877,470 $6,796,207
============= ============
See notes to financial statements.
<PAGE>
THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1994
- -----------------------------------------------------------------
INCREASE IN PLAN ASSETS:
Contributions:
Employees $ 5,608,969
Rollovers 96,615
Investment income:
Interest and dividends 461,789
Net (depreciation) in fair value
of investments (895,984)
-------------
Total increases 5,271,389
-------------
DECREASES IN PLAN ASSETS:
Benefits paid to Participants 168,357
Administrative expenses 21,769
-------------
Total decreases 190,126
-------------
NET INCREASE IN PLAN ASSETS 5,081,263
NET ASSETS - DECEMBER 31, 1993 6,796,207
-------------
NET ASSETS - DECEMBER 31, 1994 $11,877,470
=============
See notes to financial statements.
<PAGE>
THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993 AND
YEAR ENDED DECEMBER 31, 1994
- -----------------------------------------------------------------
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 may generally authorize a redirection of
payroll wages of up to 10% of compensation as a contribution to the Plan
each year. Employee contributions are at all times fully vested and
nonforfeitable.
Investment options - For the period through April 30, 1994, Wachovia Bank
was the Plan Trustee. Participants could direct their contributions among
the following funds of the Plan:
Interest Income Fund
Equity Growth Fund
Equity Income Fund
Under the terms of the Plan, contributions for the above funds were
initially deposited in the WB Short Term Investment Fund (STIF) and then
transferred to the employee directed investment fund.
Effective May 1, 1994, Fidelity Management Trust Company became the Plan
Trustee. Participants can direct their contributions among the following
funds of the Plan:
Magellan Fund Equity Income Fund
Intermediate Bond Fund Overseas Fund
Asset Manager: Growth Fund Asset Manager Fund
Asset Manager: Income Fund Short Term Bond Fund
Retirement Money Market Fund U.S. Equity Index Fund
Mead Common Stock Fund
Prospectuses relating to these funds, except for the Mead Common Stock Fund,
are available to the Plan participants from Fidelity Management Trust Company.
A prospectus relating to the Mead Common Stock Fund is available to the Plan
participants from Mead.
Administrative Expenses - Expenses for administering the Plan through
April 30, 1994, were paid primarily from funds of the Plan. Effective May
1, 1994, all administrative fees other than loan origination fees are paid
directly by Mead.
<PAGE>
Loans - Beginning January 1, 1994, participants are eligible to obtain a loan
from their Plan accounts.
Plan Termination - Mead reserves the right to terminate the Plan at any
time, subject to Plan provisions and the bargaining agreements. Upon such
termination of the Plan, the remaining 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.
B. SIGNIFICANT ACCOUNTING POLICIES
General - The financial statements of the Plan are prepared on the accrual
basis of accounting.
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 Plan is a "qualified cash or deferred arrangement" under Sections
401(a) and 401(k) of the Internal Revenue Code and, as such, is exempt
from federal income taxes under Section 501(a). All income of the Plan
will be distributed to the participants, and no income is taxable to the
Plan. Generally, the first 10% of contributed employee compensation and
Plan earnings are not taxable until disbursed to the participants. The
sponsor has filed an application for a determination letter with the
Internal Revenue Service.
D. BENEFITS PAYABLE
At December 31, 1993, net assets available for benefits includes benefits
of $8,269 due to participants who have withdrawn from participation in the
Plan. There was no amount due to participants at December 31, 1994.
<PAGE>
E. CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
INTEREST EQUITY EQUITY SHORT TERM
INCOME FUND GROWTH FUND INCOME FUND INVESTMENT FUND
------------ ------------ ------------- --------------
<S> <C> <C> <C> <C>
INCREASES IN NET
ASSETS:
Contributions:
Employees $ 313,697 $ 893,095 $ 489,276 $ 2,045
Rollovers 24,171 24,171
Investment Income:
Interest and dividends 21,310 3,405 22,873 57
Net appreciation
(depreciation) in fair
value of investments (19,213) (228,505) (107,686)
------------ ------------ ------------- --------------
TOTAL INCREASES 315,794 692,166 428,634 2,102
DECREASES IN NET ASSETS:
Benefits paid to
Participants 34,247 27,532 15,849 (19)
Administrative expenses 4,401 10,034 5,033 327
------------ ------------ ------------- --------------
TOTAL DECREASES 38,648 37,566 20,882 308
INTERFUND TRANSFERS (1,667,283) (4,153,223) (2,315,199) (1,794)
------------ ------------ ------------- --------------
NET CHANGE
IN NET ASSETS (1,390,137) (3,498,623) (1,907,447)
NET ASSETS -
Beginning of Year 1,390,137 3,498,623 1,907,447
------------ ------------ ------------- --------------
NET ASSETS -
End of Year $ $ $ $
============ ============ ============= ==============
MEAD COMMON MAGELLAN EQUITY INTERMEDIATE
STOCK FUND FUND INCOME FUND BOND FUND SUBTOTAL
------------ ------------ ------------- -------------- ------------
INCREASES IN NET
ASSETS:
Contributions:
Employees $ 52,201 $ 1,580,163 $ 670,419 $ 49,695 $ 4,050,591
Rollovers 3,712 18,281 972 2,000 73,307
Investment Income:
Interest and dividends 1 160,663 94,164 4,240 306,713
Net appreciation
(depreciation) in fair
value of investments 15,816 (235,015) (53,335) (3,863) (631,801)
------------ ------------ ------------- -------------- ------------
TOTAL INCREASES 71,730 1,524,092 712,220 52,072 3,798,810
DECREASES IN NET ASSETS:
Benefits paid to
Participants 20,148 17,508 115,265
Administrative expenses 543 250 20,588
------------ ------------ ------------- -------------- ------------
TOTAL DECREASES 20,691 17,758 135,853
INTERFUND TRANSFERS 2,901,102 856,409 129,681 (4,063,867)
------------ ------------ ------------- -------------- ------------
NET CHANGE
IN NET ASSETS 258,170 4,404,503 1,550,871 181,753 (400,910)
NET ASSETS -
Beginning of Year 6,796,207
------------ ------------ ------------- -------------- ------------
NET ASSETS -
End of Year $ 258,170 $ 4,404,503 $1,550,871 $ 181,753 $ 6,395,297
============ ============ ============= ============== ============
</TABLE>
<PAGE>
E. CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND (continued)
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
FIDELITY FIDELITY FIDELITY ASSET FIDELITY ASSET FIDELITY
OVERSEAS ASSET MANAGER: MANAGER: SHORT TERM
FUND MANAGER FUND GROWTH FUND INCOME FUND BOND FUND
------------ ------------ ------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
INCREASES IN NET
ASSETS:
Contributions:
Employees $ 176,764 $ 312,352 $ 512,021 $ 91,466 $ 396,895
Rollovers 8,972 2,336 10,000
Investment Income:
Interest and dividends 10,560 24,899 45,881 9,914 50,807
Net appreciation
(depreciation) in fair
value of investments (36,080) (50,583) (105,935) (11,715) (60,760)
------------ ------------ ------------- -------------- ------------
TOTAL INCREASES 160,216 289,004 461,967 89,665 386,942
DECREASES IN NET ASSETS:
Benefits paid to
Participants 5,256 12,617 2,475 27,637
Administrative expenses 39 194 310 78 560
------------ ------------ ------------- -------------- ------------
TOTAL DECREASES 39 5,450 12,927 2,553 28,197
INTERFUND TRANSFERS 484,971 783,631 1,267,855 316,142 668,815
------------ ------------ ------------- -------------- ------------
NET CHANGE
IN NET ASSETS 645,148 1,067,185 1,716,895 403,254 1,027,560
NET ASSETS -
Beginning of Year
------------ ------------ ------------- -------------- ------------
NET ASSETS -
End of Year $ 645,148 $1,067,185 $ 1,716,895 $ 403,254 $1,027,560
============ ============ ============= ============== ============
FIDELITY FIDELITY US EQUITY
RETIREMENT INDEX LOAN PLAN
MONEY MKT FUND POOL FUND ACCOUNT TOTAL
-------------- ------------ ------------- --------------
INCREASES IN NET
ASSETS:
Contributions:
Employees $ 49,149 $ 19,731 $ $ 5,608,969
Rollovers 2,000 96,615
Investment Income:
Interest and dividend 4,061 8,954 461,789
Net appreciation
(depreciation) in fair
value of investments 890 (895,984)
------------ ------------ ------------- --------------
TOTAL INCREASES 55,210 20,621 8,954 5,271,389
DECREASES IN NET ASSETS:
Benefits paid to
Participants 5,107 168,357
Administrative expenses 21,769
------------ ------------ ------------- --------------
TOTAL DECREASES 5,107 190,126
INTERFUND TRANSFERS 208,819 45,508 288,126
------------ ------------ ------------- --------------
NET CHANGE
IN NET ASSETS 258,922 66,129 297,080 5,081,263
NET ASSETS -
Beginning of Year 6,796,207
------------ ------------ ------------- --------------
NET ASSETS -
End of Year $ 258,922 $ 66,129 $ 297,080 $11,877,470
============ ============ ============= ==============
</TABLE>
<PAGE>
The Mead Savings Plan for Bargaining Unit Employees
Item 27a - Supplemental Schedule of Assets Held for Investment
December 31, 1994
Market
Description Units Cost Value
- ------------------------------ ---------------- ------------- -------------
Mead Common Stock Fund 22,065.770 $ 242,032 $ 258,170
Fidelity Investment Funds:
Magellan 65,935.679 4,541,624 4,404,503
Equity Income 50,516.975 1,631,186 1,550,871
Intermediate Bond 18,489.644 185,552 181,753
Overseas 23,631.777 680,612 645,148
Asset Manager 77,164.509 1,117,991 1,067,185
Asset Manager: Growth 133,714.567 1,822,304 1,716,895
Asset Manager: Income 38,699.998 414,918 403,254
Short Term Bond 119,483.766 1,077,237 1,027,560
Retirement Money Market 258,921.940 258,922 258,922
U.S. Equity Index Pool 5,519.929 65,285 66,129
Participant Loans - 136 loans
with interest rates from 6.25%
to 10.75% 297,080
------------- -------------
$12,037,663 $11,877,470
============= =============
<PAGE>
The Mead Savings Plan for Bargaining Unit Employees
Item 27d - Supplemental Schedule of Reportable Transactions -
Series of Transactions
Year Ended December 31, 1994
<TABLE>
<CAPTION>
Number of Purchase Number Sale Gain/
Description Purchases Cost of Sales Proceeds (Loss)
- -------------------------------------------- -------- -------------- -------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Fidelity Magellan Fund 93 6,387,429 52 1,747,910 (97,993)
Fidelity Equity Income Fund 75 3,176,337 43 1,571,132 26,980
Fidelity Overseas Fund 56 725,980 24 44,652 (616)
Fidelity Asset Manager Fund 54 1,180,446 29 62,678 223
Fidelity Asset Manager: Growth Fund 64 1,904,611 34 81,691 (526)
Fidelity Asset Manager: Income Fund 42 425,168 11 10,199 (51)
Fidelity Short Term Bond Fund 54 2,094,517 28 1,006,197 (11,083)
Fidelity Retirement Money Market Fund 62 303,097 13 44,131 0
Vanguard Equity Income Fd Inc 6 532,428 4 2,198,223 (110,433)
Twentieth Century Invts Inc 5 949,429 3 3,932,947 (363,796)
WB DTF S-T Investment Fund 70 3,903,623 59 4,446,233 0
Fixed Income Investments:
United States Treas Nts (Mat 3/31/94) 2 346,820 (4,067)
Fed Farm Credit Bk Disc Nts (Mat 3/02/94) 1 279,183 1 279,183 0
Fed Farm Credit Bk Disc Nts (Mat 3/18/94) 2 424,448 1 424,448 0
Fed Home Ln Bk Disc Nts (Mat 4/28/94) 1 349,533 1 349,533 0
Fed Home Ln Bk Disc Nts (Mat 5/02/94) 1 1,399,586 1 1,399,586 0
Fed Home Ln Mtg Corp Disc Nts (Mat 3/31/94) 1 399,523 1 399,523 0
Fed Home Ln Mtg Corp Disc Nts (Mat 4/29/94) 1 499,138 2 499,138 0
Fed Natl Mtg Assn Disc Nt (Mat 4/29/94) 2 1,049,761 1 1,049,761 0
</TABLE>
<PAGE>
The Mead Savings Plan for Bargaining Unit Employees
Item 27d - Supplemental Schedule of Reportable Transactions -
Single Transactions
Year Ended December 31, 1994
<TABLE>
<CAPTION>
Description Cost Proceeds Gain/Loss
- -------------------------------------------- ------------ ------------ -------------
<S> <C> <C> <C>
Vanguard Equity Income Fd Inc 2,287,120 2,177,450 (109,670)
Twentieth Century Invts Sel Shr 4,245,389 3,883,040 (362,349)
Fixed Income Investments:
Fed Farm Cr Bank Dsc Nt (Mat 3/18/94) 424,448 424,448 0
Fed Hm Ln Bk Disc Nts (Mat 4/28/94) 349,533
Fed Hm Ln Bk Disc Nts (Mat 4/28/94) 349,533 349,533 0
Fed Hm Ln Bk Disc Nts (Mat 5/02/94) 1,399,586
Fed Hm Ln Bk Disc Nts (Mat 5/02/94) 1,399,586 1,399,586 0
Fed Hm Ln Mtg Corp Disc Nts (Mat 3/31/94) 399,523
Fed Hm Ln Mtg Corp Disc Nts (Mat 3/31/94) 399,523 399,523 0
Fed Hm Ln Mtg Corp Disc Nts (Mat 4/29/94) 499,138
Fed Hm Ln Mtg Corp Disc Nts (Mat 4/29/94) 399,310 399,310 0
Fed Natl Mtg Assn Disc Nt (Mat 4/29/94) 399,960
Fed Natl Mtg Assn Disc Nt (Mat 4/29/94) 649,801
Fed Natl Mtg Assn Disc Nt (Mat 4/29/94) 1,049,761 1,049,761 0
Short Term Investments:
WB DTF S-T Investment Fund 406,781
WB DTF S-T Investment Fund 349,533
WB DTF S-T Investment Fund 499,213 499,213 0
WB DTF S-T Investment Fund 482,122 482,122 0
WB DTF S-T Investment Fund 368,879 368,879 0
WB DTF S-T Investment Fund 422,242 422,242 0
WB DTF S-T Investment Fund 379,124 379,124 0
WB DTF S-T Investment Fund 458,198 458,198 0
WB DTF S-T Investment Fund 349,533 349,533 0
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the
Registration Statement No. 33-53421 on Form S-8 of our report
dated April 25, 1995, accompanying the financial statements of
The Mead Savings Plan for Bargaining Unit Employees included
in the 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, 1994.
DELOITTE & TOUCHE LLP
Dayton, Ohio
May 24, 1995
<PAGE>
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 31, 1995 By: GREGORY T. GESWEIN
----------------------------------
Gregory T. Geswein
Controller and
Chief Accounting Officer
THE MEAD SAVINGS PLAN FOR
BARGAINING UNIT EMPLOYEES
Date: May 31, 1995 By: JAMES D. BELL
-------------------------------
James D. Bell
Director of Benefits
