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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] AMENDMENT NO. 3 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, 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, 1995 and 1994. 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
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TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Financial Condition as
of August 31, 1995 and 1994 2
Statements of Income and Changes in
Participants' Equity for the Years
Ended August 31, 1995, 1994 and 1993 3
NOTES TO FINANCIAL STATEMENTS 4-5
EXHIBITS:
Independent Auditors' Consent 6
Signatures 7
<PAGE>
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 as of August 31, 1995 and
1994, and the related statements of income and changes in participants'
equity for each of the three years in the period ended August 31, 1995.
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 Mead Employees
Stock Purchase Plan at August 31, 1995 and 1994, and the results of its
operations and the changes in participants' equity for each of the three
years in the period ended August 31, 1995, in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
October 6, 1995
Dayton, Ohio
<PAGE>
THE MEAD CORPORATION
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EMPLOYEES STOCK PURCHASE PLAN
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STATEMENTS OF FINANCIAL CONDITION, AUGUST 31,
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ASSETS 1995 1994
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Common shares of the Mead Corporation,
at market (Note B) $1,351,280 $1,340,623
Dividends receivable 6,164 6,337
Cash 112,963 58,334
Participants' payroll deductions
receivable 37,531 39,328
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$1,507,938 $1,444,622
========== ==========
LIABILITIES AND PARTICIPANTS' EQUITY
Current plan year distribution due to
participating employees $1,231,144 $1,243,916
Amounts due to terminated employees and
estates of deceased employees 3,331 5,910
Advance payment of contribution from
The Mead Corporation 225,787 156,497
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1,460,262 1,406,323
Participants' equity 47,676 38,299
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$1,507,938 $1,444,622
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See notes to financial statements.
<PAGE>
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
YEARS ENDED AUGUST 31,
_________________________________________________________________
1995 1994 1993
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INCREASES IN PARTICIPANTS'
EQUITY:
Investment income - dividends
on Mead common shares $ 12,839 $ 13,147 $ 13,375
Unrealized appreciation of
Mead common shares 162,243 159,096 148,422
Contributions and deposits:
The Mead Corporation and
subsidiaries 72,638 72,855 80,161
Participating employees 1,039,032 1,022,574 972,799
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TOTAL INCREASES 1,286,752 1,267,672 1,214,757
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DECREASES IN PARTICIPANTS'
EQUITY:
Cash distributions to
withdrawn, terminated or
deceased employees:
From current year
contributions 43,671 24,181 30,697
From prior years'
contributions 2,560 2,236 2,366
Mead common share
distributions:
20,061 shares - 1995 1,231,144
24,632 shares - 1994 1,243,916
24,353 shares - 1993 1,162,856
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TOTAL DECREASES 1,277,375 1,270,333 1,195,919
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NET INCREASE (DECREASE) IN
PARTICIPANTS' EQUITY 9,377 (2,661) 18,838
PARTICIPANTS' EQUITY -
Beginning of plan year 38,299 40,960 22,122
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PARTICIPANTS' EQUITY- End of
plan year $ 47,676 $ 38,299 $ 40,960
========== ========== ==========
See notes to financial statements.
<PAGE>
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED AUGUST 31, 1995, 1994 AND 1993
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A. PLAN DESCRIPTION
The Mead Corporation Employees Stock Purchase Plan permits
certain employees of The Mead Corporation and subsidiaries to
purchase Mead common shares through payroll deductions.
Individuals eligible to participate in The Mead Salaried
Savings Plan may not participate in the Plan. 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.
B. COMMON SHARES OF THE MEAD CORPORATION
The principle followed in determining the cost of securities
purchased and distributed is specific identified cost. The
Plan's transactions relating to common shares of The Mead
Corporation are as follows:
Number Shares Unrealized Shares at
of Shares at Cost Appreciation MarketValue
--------- ---------- ------------ ------------
Balance at August 31, 1992 28,097 $1,045,816 $ 18,358 $1,064,174
Shares purchased 25,800 1,096,833 ==========
Shares distributed (26,697) (993,662) (16,967)
Appreciation 148,422
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Balance at August 31, 1993 27,200 1,148,987 149,813 $1,298,800
Shares purchased 23,700 1,045,147 ==========
Shares distributed (24,353) (1,028,671) (133,749)
Appreciation 159,096
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Balance at August 31, 1994 26,547 1,165,463 175,160 $1,340,623
Shares purchased 20,100 1,092,117 ==========
Shares distributed (24,632) (1,081,345) (162,358)
Appreciation 162,243
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Balance at August 31, 1995 22,015 $1,176,235 $ 175,045 $1,351,280
======= ========== ========= ==========
<PAGE>
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.
<PAGE>
INDEPENDENT AUDITORS' CONSENT
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We consent to the incorporation by reference in Registration Statement
Nos. 33-37960 and 33-59007 on Form S-8 of our report dated October 6,
1995, accompanying the financial statements of The Mead Corporation
Employees Stock Purchase Plan included in the Form 10-K/A, Amendment No.
3, to the Annual Report on Form 10-K of The Mead Corporation for the year
ended December 31, 1994.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Dayton, Ohio
November 10, 1995
<PAGE>
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant and Administrators of the Plan have duly caused this amendment
to the Annual Report to be signed by the undersigned, thereunto duly
authorized.
THE MEAD CORPORATION
(Registrant)
Date: November 20, 1995 By: G. T. Geswein
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Controller and
Chief Accounting
Officer
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
Date: November 20, 1995 By: James D. Bell
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Director of Benefits
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