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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[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, 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 Salaried Savings Plan (the Plan) for the year ended
December 31, 1994:
THE MEAD SALARIED SAVINGS PLAN
TABLE OF CONTENTS
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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 Salaried Savings Plan
Dayton, Ohio
We have audited the accompanying statements of net assets available for
benefits of The Mead Salaried Savings Plan (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 SALARIED SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994 AND 1993
- ------------------------------------------------------------------------
1994 1993
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ASSETS
Investments:
Mead Common Stock Fund $144,684,402 $140,636,047
Fidelity Investment Funds:
Magellan Fund 56,490,387
Equity Income Fund 21,972,464
Intermediate Bond Fund 4,111,749
Overseas Fund 9,995,537
Asset Manager Fund 24,717,745
Asset Manager: Growth Fund 32,236,877
Asset Manager: Income Fund 7,223,567
Short Term Bond Fund 17,249,062
Retirement Money Market Fund 7,015,088
US Equity Index Pool Fund 1,506,277
Twentieth Century Select Fund 65,823,196
Vanguard Equity Income Fund 46,565,248
Federal Agency Obligations 52,795,556
Loans to participants 11,794,793 9,982,447
Cash and temporary cash investments 7,249,947
Contributions receivable 3,446,071
Interest and dividends receivable 955,880
-------------- --------------
Net Assets Available for Benefits $338,997,948 $327,454,392
============== ==============
See notes to financial statements.
<PAGE>
THE MEAD SALARIED SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1994
- -----------------------------------------------------------------
INCREASE IN PLAN ASSETS:
Contributions:
Employees $ 28,235,269
Rollovers 2,212,484
Employer 11,972,536
Investment Income:
Interest and dividends 10,237,326
Net (depreciation) in fair value
of investments (5,783,483)
--------------
Total increases 46,874,132
--------------
DECREASES IN PLAN ASSETS:
Benefits paid to Participants 34,897,703
Administrative expenses 432,873
--------------
Total decreases 35,330,576
--------------
NET INCREASE IN PLAN ASSETS 11,543,556
NET ASSETS - DECEMBER 31, 1993 327,454,392
--------------
NET ASSETS - DECEMBER 31, 1994 $338,997,948
==============
See notes to financial statements.
<PAGE>
THE MEAD SALARIED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993 AND
YEAR ENDED DECEMBER 31, 1994
- -----------------------------------------------------------------
A. PLAN DESCRIPTION
The following description of the Mead Salaried Savings 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 who are not 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 16% of compensation as a contribution to the Plan
each year. During the year ended December 31, 1994, Mead's contributions
were 60% of each dollar contributed on the first 3% of the participant's
eligible gross pay and 40% of each dollar on the next 3% of the participant's
eligible gross pay. Mead may make an additional discretionary
contribution each year in an amount determined by its Board of Directors.
No such discretionary contribution was made in the year ended December 31,
1994. Employee and employer contributions and actual earnings thereon are
at all times fully vested and nonforfeitable.
Investment options - For the period through April 30, 1994, State Street
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 Mead Common Stock 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 Fund Asset Manager: Growth 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.
Plan Termination - Mead reserves the right to terminate the Plan at any
time, subject to Plan provisions. 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.
<PAGE>
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.
D. BENEFITS PAYABLE
At December 31, 1993, net assets available for benefits included benefits
of $6,273,706 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>
FIDELITY
INTEREST EQUITY EQUITY MEAD COMMON MAGELLAN
INCOME FUND GROWTH FUND INCOME FUND STOCK FUND FUND
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
INCREASES IN NET
ASSETS:
Contributions:
Employees $ 1,963,415 $ 3,798,548 $ 2,433,151 $ 4,350,306 $ 5,801,148
Rollovers 252,579 205,919 188,450 120,764 348,132
Employer 11,972,536
Investment Income:
Interest and dividends 837,846 28 486,165 794,796 2,561,703
Net appreciation
(depreciation) in fair
value of investments (882,269) (3,924,912) (2,515,626) 11,350,226 (3,827,652)
------------ ----------- ----------- ----------- -----------
TOTAL INCREASES 2,171,571 79,583 592,140 28,588,628 4,883,331
DECREASES IN NET ASSETS:
Benefits paid to
participants 5,601,478 4,794,381 3,190,681 12,700,856 1,979,374
Administrative expenses 114,630 59,933 43,480 192,629 3,307
------------ ------------ ----------- ------------ ----------
TOTAL DECREASES 5,716,108 4,854,314 3,234,161 12,893,485 1,982,681
INTERFUND TRANSFERS (58,229,466) (62,015,937) (44,561,270) (13,173,085) 53,589,737
------------ ------------ ----------- ------------ ----------
NET CHANGE
IN NET ASSETS (61,774,003) (66,790,668) (47,203,291) 2,522,058 56,490,387
NET ASSETS -
Beginning of Year 61,774,003 66,790,668 47,203,291 142,162,344
------------ ------------ ----------- ------------- ----------
NET ASSETS -
End of Year $ $ $ $144,684,402 $56,490,387
============= ============= =========== ============ ===========
FIDELITY FIDELITY FIDELITY
EQUITY INTERMEDIATE OVERSEAS
INCOME FUND BOND FUND FUND SUBTOTAL
-------------- ------------ ----------- ------------
INCREASES IN NET
ASSETS:
Contributions:
Employees $ 2,252,143 $ 254,376 $ 872,225 $ 21,725,312
Rollovers 164,223 24,150 151,210 1,455,427
Employer 11,972,536
Investment Income:
Interest and dividends 1,438,888 104,502 162,785 6,386,713
Net appreciation
(depreciation) in fair
value of investments (568,982) (99,106) (572,903) (1,041,224)
---------- ----------- ---------- ------------
3,286,272 283,922 613,317 40,498,764
DECREASES IN NET ASSETS:
Benefits paid to
participants
Administrative expenses 3,088 357 116 417,540
--------- ----------- ---------- -----------
TOTAL DECREASES 985,876 91,110 207,120 29,964,855
INTERFUND TRANSFERS 19,672,068 3,918,937 9,589,340 (91,209,676)
---------- ---------- ---------- -----------
NET CHANGE
IN NET ASSETS 21,972,464 4,111,749 9,995,537 (80,675,767)
NET ASSETS -
Beginning of Year 317,930,306
----------- ----------- ---------- -----------
NET ASSETS -
End of Year $21,972,464 $ 4,111,749 $ 9,995,537 $237,254,539
============ =========== =========== ============
</TABLE>
<PAGE>
E. CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND (continued)
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
FIDELITY FIDELITY ASSET FIDELITY FIDELITY
ASSET MANAGER: ASSET MANAGER: SHORT TERM
MANAGER FUND GROWTH FUND INCOME FUND BOND FUND
------------ -------------- -------------- -----------
<S> <C> <C> <C> <C>
INCREASES IN NET
ASSETS:
Contributions:
Employees $1,553,435 $2,599,756 $ 366,422 $ 1,637,635
Rollovers 256,502 313,066 20,897 83,026
Employer
Investment Income:
Interest and dividends 613,034 873,008 195,955 1,341,848
Net appreciation
(depreciation) in fair
value of investments (1,200,157) (1,960,388) (230,812) (1,363,981)
----------- ----------- ----------- -----------
TOTAL INCREASES 1,222,814 1,825,442 352,462 1,698,528
DECREASES IN NET ASSETS:
Benefits paid to
participants 839,283 657,979 297,739 2,969,268
Administrative expenses 4,192 3,776 1,843 4,732
----------- ----------- ---------- -----------
TOTAL DECREASES 843,475 661,755 299,582 2,974,000
INTERFUND TRANSFERS 24,338,406 31,073,190 7,170,687 18,524,534
------------ ----------- ---------- -----------
NET CHANGE
IN NET ASSETS 24,717,745 32,236,877 7,223,567 17,249,062
NET ASSETS -
Beginning of Year
------------ ---------- --------- -----------
NET ASSETS -
End of Year $24,717,745 $32,236,877 $7,233,567 $17,249,062
=========== =========== ========== ===========
FIDELITY FIDELITY US
RETIREMENT EQUITY INDEX LOAN PLAN
MONEY MKT FUND POOL FUND ACCOUNT TOTAL
-------------- ------------ ----------- ----------
<S> <C> <C> <C> <C>
INCREASES IN NET
ASSETS:
Contributions:
Employees $ 247,434 $ 105,275 $28,235,269
Rollovers 79,531 4,035 2,212,484
Employer 11,972,536
Investment Income:
Interest and dividends 118,855 19 707,894 10,237,326
Net appreciation
(depreciation) in fair
value of investments 13,079 (5,783,483)
----------- ---------- ------------ ------------
TOTAL INCREASES 445,820 122,408 707,894 48,874,132
DECREASES IN NET ASSETS:
Benefits paid to
participants 577,037 9,082 34,897,703
Administrative expenses 709 81 432,873
----------- ---------- ------------ ------------
TOTAL DECREASES 577,746 9,163 35,330,576
INTERFUND TRANSFERS 7,147,014 1,393,032 1,562,813
------------ ---------- ------------- ------------
NET CHANGE
IN NET ASSETS 7,015,088 1,506,277 2,270,707 11,543,556
NET ASSETS -
Beginning of Year 9,524,086 327,454,392
------------- ---------- ------------ ------------
NET ASSETS -
End of Year $7,015,088 $1,506,277 $11,794,793 $338,997,948
========== ========== =========== ============
</TABLE>
<PAGE>
The Mead Salaried Savings Plan
Item 27a - Supplemental Schedule of Assets Held for Investment
December 31, 1994
<TABLE>
<CAPTION>
Market
Units Cost Value
---------------- -------------- --------------
<S> <C> <C> <C>
Mead Common Stock Fund 12,360,592.612 $106,117,612 $144,684,402
Fidelity Investment Funds:
Magellan 845,664.469 58,590,383 56,490,387
Equity Income 715,715.447 23,090,866 21,972,464
Intermediate Bond 418,285.747 4,206,155 4,111,749
Overseas 366,136.890 10,559,838 9,995,537
Asset Manager 1,787,255.619 25,913,761 24,717,745
Asset Manager: Growth 2,510,660.219 34,201,367 32,236,877
Asset Manager: Income 693,240.612 7,442,967 7,223,567
Short Term Bond 2,005,704.838 18,143,010 17,249,062
Retirement Money Market 7,015,087.620 7,015,088 7,015,088
U.S. Equity Index Pool 125,732.675 1,489,217 1,506,277
Participant loans - 2,497 loans
with interest rates from 6.25%
to 11.50% 11,794,793
-------------- --------------
$296,770,264 $338,997,948
============== ==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
The Mead Salaried Savings Plan
Item 27d - Supplemental Schedule of Reportable Transactions -
Series of Transactions
Year Ended December 31, 1994
<S> <C> <C> <C> <C> <C>
Number of Purchase Number Sale Gain/
Description Purchases Cost of Sales Proceeds (Loss)
- -------------------------------------------- -------- ------------- -------- ------------- ------------
Mead Common Stock Fund 128 128,302,526 114 29,692,118 6,027,499
Fidelity Magellan Fund 123 89,120,848 109 28,802,808 (1,727,656)
Fidelity Equity Income Fund 122 52,717,580 107 30,176,132 549,420
Fidelity Asset Manager Fund 113 28,281,256 105 2,333,364 (4,141)
Fidelity Asset Manager: Growth Fund 113 38,845,596 107 2,649,321 4,102
Fidelity Short Term Bond Fund 125 59,162,400 107 40,649,358 (470,033)
Vanguard Equity Income Fd Inc 13 2,738,026 16 46,787,649 (2,515,626)
Twentieth Century Invts Inc 15 5,773,490 14 67,671,774 (3,924,912)
Fixed Income Investments:
Fed Home Ln Bk Cons Dsc Nt (Mat 4/28/94) 2 13,991,506 2 13,991,506 0
Fed Home Ln Bk Cons Dsc Nt (Mat 5/02/94) 1 26,992,013 1 26,992,013 0
Fed Home Ln Mtg Disc Nts (Mat 4/29/94) 2 12,985,475 2 12,985,475 0
Fed Home Ln Mtg Disc Nts (Mat 5/02/94) 1 24,992,708 1 24,992,708 0
Fed Natl Mtg Assn Disc Nts (Mat 4/29/94) 5 44,969,278 6 44,968,135 (1,143)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
The Mead Salaried Savings Plan
Item 27d - Supplemental Schedule of Reportable Transactions -
Single Transactions
Year Ended December 31, 1994
Purchase Sales
Description Price Price Cost Proceeds Gain/Loss
- ---------------------------------------- -------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Twentieth Century Invs Inc 37.19 68,988,496 65,084,248 (3,904,248)
Vanguard Equity Income Fd Inc 12.94 47,370,150 44,911,113 (2,459,037)
Fixed Income Investments:
Fed Hm Ln Bk Cons Dsc Nt (Mat 5/02/94) 99.97 26,992,013
Fed Hm Ln Bk Cons Dsc Nt (Mat 5/02/94) 100.00 26,992,013 26,992,013 0
Fed Hm Ln Mtg Disc Nts (Mat 5/02/94) 99.97 24,992,708
Fed Hm Ln Mtg Disc Nts (Mat 5/02/94) 100.00 24,992,708 24,992,708 0
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the
Registration Statements Nos. 33-37961 and 33-47580 on Form S-8
of our report dated April 25, 1995, accompanying the financial
statements of The Mead Salaried Savings Plan included in the
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, 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 SALARIED
SAVINGS PLAN
Date: May 31, 1995 By: JAMES D. BELL
------------------------------
James D. Bell
Director of Benefits
