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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 2, 1995
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
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 __ .
The number of Common Shares outstanding at July 2, 1995 was 53,582,493.
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<PAGE>
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
--------------------------------------------------
QUARTERLY PERIOD ENDED JULY 2, 1995
-----------------------------------
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
--------------------
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
--------------------------------------------------
BALANCE SHEETS
--------------
(All dollar amounts in millions)
July 2, Dec. 31,
1995 1994
-------- --------
ASSETS
------
Current assets:
Cash and cash equivalents $ 85.0 $ 484.0
Accounts receivable 828.5 606.6
Inventories 418.5 382.4
Other current assets 99.4 421.0
-------- --------
Total current assets 1,431.4 1,894.0
Investments and other assets:
Investees 126.0 108.2
Other assets 450.0 546.5
-------- --------
576.0 654.7
Property, plant and equipment 4,220.6 4,163.2
Less accumulated depreciation and
amortization (1,908.1) (1,849.3)
-------- --------
2,312.5 2,313.9
-------- --------
Total assets $4,319.9 $4,862.6
======== ========
LIABILITIES AND SHAREOWNERS' EQUITY
-----------------------------------
Current liabilities:
Accounts payable $ 382.3 $ 373.5
Accrued liabilities 409.8 373.2
Income taxes payable 20.4 324.7
Current maturities of long-term debt 89.5 16.1
-------- --------
Total current liabilities 902.0 1,087.5
Long-term debt 710.7 957.7
Commitments and contingent liabilities
Deferred items 663.6 634.8
Shareowners' equity:
Common shares 159.7 174.9
Additional paid-in capital 10.4
Foreign currency translation adjustment 1.9 (4.8)
Net unrealized gain on securities 3.7
Retained earnings 1,871.6 2,008.8
-------- --------
2,043.6 2,182.6
-------- --------
Total liabilities and
shareowners' equity $4,319.9 $4,862.6
======== ========
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
-------------------------------------------------
STATEMENTS OF EARNINGS
----------------------
(All amounts in millions, except per share amounts)
<S> <C> <C> <C> <C>
Second Quarter Ended First Half Ended
-------------------- --------------------
July 2, July 3, July 2, July 3,
1995 1994 1995 1994
-------- -------- -------- --------
Net sales $1,442.2 $1,165.9 $2,683.0 $2,173.5
Cost of products sold 1,130.0 961.6 2,148.9 1,806.7
-------- -------- -------- --------
Gross profit 312.2 204.3 534.1 366.8
Selling, administrative and
research expenses 147.8 128.8 284.5 253.0
-------- -------- -------- --------
Earnings from operations 164.4 75.5 249.6 113.8
Other revenues (expenses) - net 8.0 4.1 21.4 (2.5)
Interest and debt expense (17.5) (25.6) (35.8) (49.9)
-------- -------- -------- --------
Earnings from continuing operations
before income taxes 154.9 54.0 235.2 61.4
Income taxes 59.5 21.6 90.1 24.5
-------- -------- -------- --------
Earnings from continuing operations
before equity in net earnings
of investees 95.4 32.4 145.1 36.9
Equity in net earnings of investees 6.8 12.3 18.8 23.7
-------- -------- -------- --------
Earnings from continuing operations 102.2 44.7 163.9 60.6
Discontinued operations 7.7 19.4
-------- -------- -------- --------
Net earnings $ 102.2 $ 52.4 $ 163.9 $ 80.0
======== ======== ======== ========
Per common and common equivalent share:
Earnings from continuing operations $1.87 $ .74 $2.92 $1.02
Discontinued operations .12 .31
----- ----- ----- -----
Net earnings $1.87 $ .86 $2.92 $1.33
===== ===== ===== =====
Cash dividends per common share $ .28 $ .25 $ .53 $ .50
===== ===== ===== =====
Average common and common equivalent
shares outstanding (millions) 54.5 62.4 56.1 62.4
===== ===== ===== =====
</TABLE>
See notes to financial statements.
<PAGE>
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
--------------------------------------------------
STATEMENTS OF CASH FLOWS
------------------------
(All dollar amounts in millions)
First Half Ended
-----------------
July 2, July 3,
1995 1994
------- -------
Cash flows from operating activities:
Net earnings $163.9 $80.0
Adjustments to reconcile net earnings to
net cash (used in) provided by operating activities:
Depreciation, amortization and depletion of
property, plant and equipment 95.6 92.7
Depreciation and amortization of other assets 22.3 17.4
Deferred income taxes 32.7 23.8
Investees-earnings and dividends (20.6) (17.8)
(Income) from discontinued operations (19.4)
Other (13.5) 12.1
Change in assets and liabilities:
Accounts receivable (222.0) (173.9)
Inventories (60.7) (2.1)
Other current assets (19.2) (4.2)
Accounts payable and accrued liabilities (274.1) .4
Cash (used in) provided by discontinued operations (2.4) 6.3
------ ------
Net cash (used in) provided by operating activities (298.0) 15.3
------ ------
Cash flows from investing activities:
Capital expenditures (98.3) (150.0)
Additions to equipment rented to others (30.5) (25.2)
Restricted funds 461.0
Proceeds from sale of business 39.8
Other 7.2 (1.2)
------ ------
Net cash provided by (used in) investing activities 379.2 (176.4)
------ ------
Cash flows from financing activities:
Additional borrowings 6.0 160.6
Payments on borrowings (180.3) (170.5)
Notes payable 204.4
Cash dividends paid (29.6) (29.6)
Common shares issued 29.6 4.6
Common shares purchased (305.9)
------ ------
Net cash (used in) provided by financing activities (480.2) 169.5
------ ------
(Decrease) increase in cash and cash equivalents (399.0) 8.4
Cash and cash equivalents at beginning of year 484.0 9.3
------ ------
Cash and cash equivalents at end of half $ 85.0 $17.7
====== ======
See notes to financial statements.
<PAGE>
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
--------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(All dollar amounts in millions)
A - FINANCIAL STATEMENTS
The balance sheet at December 31, 1994 is condensed financial information
taken from the audited balance sheet. The interim financial statements
are unaudited. In the opinion of management, all adjustments (which
consist only of normal recurring adjustments) necessary to present fairly
the financial position and results of operations for the interim periods
presented have been made.
B - ACCOUNTING POLICIES
On an interim basis, all costs subject to recurring year-end adjustments
have been estimated and allocated ratably to the quarters. Income taxes
have been provided based on the estimated tax rate for the respective
years after excluding infrequently occurring items whose specific tax
effect is reported during the same interim period as the related
transaction.
C - INVENTORIES
The amount of inventories is (principally last-in, first-out method):
July 2, Dec. 31,
1995 1994
------ ------
Finished and semi-finished products $261.0 $241.0
Raw materials 104.5 78.9
Stores and supplies 53.0 62.5
------ ------
$418.5 $382.4
====== ======
D - INVESTEES
The summarized operating data for all investees is presented in the
following table:
Second Quarter Ended First Half Ended
-------------------- --------------------
July 2, July 3, July 2, July 3,
1995 1994 1995 1994
-------- -------- -------- --------
Revenues $196.1 $174.5 $387.3 $326.2
====== ====== ====== ======
Gross profit $ 31.8 $ 45.9 $ 78.1 $ 88.0
====== ====== ====== ======
Net earnings $ 15.2 $ 27.5 $ 41.7 $ 53.5
====== ====== ====== ======
<PAGE>
E - ADDITIONAL INFORMATION ON CASH FLOWS
First Half Ended
------------------
July 2, July 3,
1995 1994
------ ------
Cash paid for:
Interest $ 35.0 $ 42.2
====== ======
Income taxes $365.9 $ 6.9
====== ======
F - SHAREOWNERS' EQUITY
During the second quarter of 1995, the Company completed its $350 million
stock repurchase program. A total of 6.7 million shares were repurchased
under the program. In late April 1995, the Board of Directors authorized
the Company to repurchase up to an additional five million common shares
from time to time.
G - SALE OF ASSETS
In the second quarter of 1995, the Company completed the sale of the
Kingsport, Tennessee, paper mill to Willamette Industries. The Company
recorded a charge of $60.0 million in 1994 for the anticipated loss on the
sale.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
RESULTS OF OPERATIONS:
----------------------
Net Sales
---------
Net sales for the second quarter of 1995 increased almost 24% to $1.44
billion from $1.16 billion for the same quarter of 1994. Higher selling
prices, particularly in corrugating medium and coated paper grades, and
strong volume in most of Mead's markets contributed to the improvement.
These same market conditions accounted for the improved first half net
sales of $2.68 billion compared to the $2.17 billion generated in 1994.
Currently, most of the markets that Mead serves are strong. Excellent
operating performance throughout the first half has allowed Mead to meet
the strong demand for its products. This performance, coupled with
current marketplace conditions, should continue to drive sales above 1994
levels.
Operating Costs and Expenses
----------------------------
Gross profit as a percentage of sales was 21.6% in the second quarter of
1995 compared to 17.5% for the same period of 1994. Similarly, the first
half gross profit percentage improved from 16.9% in 1994 to 19.9% in 1995.
Higher selling prices, productivity gains and strong operating performance
drove the improvement.
Selling, administrative and research (SA&R) expenses for the second
quarter of 1995 were $147.8 million compared to $128.8 million for the
second quarter of 1994. As a percentage of sales, year-to-date SA&R
expenses have decreased from 11.6% in 1994 to 10.6% in 1995. These
expenses were $284.5 million and $253.0 million for the first halves of
1995 and 1994, respectively.
Other Revenues (Expenses) - Net
-------------------------------
Other revenues were $8.0 million for the second quarter 1995 compared to
$4.1 million for the same period of 1994. For the year to date, other
revenues were $21.4 million in 1995 compared to net expenses of $2.5
million in 1994. In the first quarter of 1995, Mead earned a significant
amount of investment income from investing the remaining proceeds from
the sale of its Electronic Publishing business. By the end of the first
quarter of 1995, a significant amount of those proceeds had been utilized
for other corporate purposes (described below), and future investment
income is not expected to be material. In the first quarter of 1994, Mead
incurred a $12.1 million loss ($7.4 million after tax) related to certain
financial instruments.
Interest and Debt Expense
-------------------------
A portion of the proceeds from the sale of the Electronic Publishing
operations was used to redeem Mead's 6-3/4% convertible subordinated
debentures (December, 1994) and its 9% debentures (January, 1995).
Additionally, Mead paid down virtually all short-term borrowings in 1994
and retired a small amount of medium-term notes during 1995. These
actions resulted in a 28% reduction in interest and debt expense for the
first six months of 1995 compared to 1994. For the first half of 1995,
interest and debt expense was $35.8 million compared to $49.9 million for
the same period in 1994. Second quarter interest expense was $17.5
million and $25.6 million for 1995 and 1994, respectively.
<PAGE>
Income Taxes
------------
The provision for income taxes is higher in 1995 than in 1994 due to
higher pre-tax earnings. There was no significant change in the effective
tax rate.
Equity in Net Earnings of Investees
-----------------------------------
Mead's principal investees are its 50%-owned Northwood companies,
producers of market softwood kraft pulp, lumber, plywood and oriented
structural board. Significantly different market conditions have
prevailed in the second quarter and first half of 1995 than was the case
in 1994. Market prices for pulp are significantly higher in 1995 than in
1994, but this has been more than offset by falling lumber prices which
had reached record highs in 1994. Furthermore, higher costs for wood
supply and lower second quarter pulp mill production have negatively
impacted these operations. As a result, second quarter investee earnings
of $6.8 million are approximately 50% below the 1994 second quarter
amount, and first half earnings were $18.8 million in 1995 compared with
$23.7 million in 1994. At the end of the first half of 1995, pulp markets
continue to be strong, while demand for lumber is weak.
Financial Data by Business:
--------------------------
Second quarter 1995 net sales to unaffiliated customers for the Paper
segment were $322.1 million, a 16% increase over the 1994 corresponding
quarter's total of $277.7 million. Excluding Kingsport which was sold in
the second quarter of 1995, the increase was 21%. First half 1995 sales
grew to $651.4 million from the $543.6 million generated in 1994. Higher
selling prices for paper, particularly the coated grades produced at
Mead's Escanaba, Michigan, Publishing Paper mill, provided the
improvement. Earnings for the first half and second quarter of 1995 are
considerably higher than the same periods of 1994 because of the higher
selling prices and improved operations at all of the paper mills. The
Escanaba mill has performed exceptionally well in 1995 setting several
mill production records. As a result, 1995 second quarter Paper segment
earnings of $84.4 million more than tripled the $26.5 million generated in
the same quarter of 1994, and first half earnings of $147.0 million are
more than twice the $55.5 million that the segment earned in the first
half of 1994. Management believes that the current market conditions will
prevail throughout the rest of 1995 and expects this segment to continue
to exceed prior years' sales and earnings amounts.
In the Packaging and Paperboard segment, net sales were $392.0 million in
the second quarter of 1995 compared to $329.8 million for the second
quarter of 1995. Year-to-date sales total $709.7 million in 1995, a 16%
increase over the $612.6 million generated in the first half of 1994.
More than half of the sales increase, for both the quarter and the half,
was produced by Mead's Containerboard operations. Market prices for
corrugating medium have been averaging roughly 50% higher throughout 1995
than in the first half of 1994. This has been offset somewhat by rising
costs in the supply of recycled corrugated containers. Selling prices for
corrugated containers have also improved during 1995. The rest of this
segment's increase in sales came from the Mead Packaging Division,
particularly foreign markets. Selling prices for beverage cartons
continue to be depressed, and earnings for the first half of 1995 are
lower than 1994. Earnings for the second quarter of 1995, however, are
even with those of the second quarter of 1994. Second quarter and first
half 1995 sales for Mead's Coated Board business are running slightly
behind 1994 levels with much of the decrease due to lower lumber prices at
sawmills associated with that division's operation. The coated board mill
in Phenix City, Alabama, however, had very strong operations in the
second quarter of 1995,
<PAGE>
setting record production levels while controlling costs. This, along
with improving selling prices for coated board, enabled the division to
generate significantly higher 1995 second quarter and first half earnings
as compared to the same periods of 1994. In summary, second quarter
earnings for the Packaging and Paperboard segment were $57.3 million in
1995 compared to $41.3 million in 1994. For the half, earnings rose 31%
to $90.4 million in 1995 from $68.9 million in 1994.
Mead's Distribution and School and Office Products segment produced
significantly higher second quarter and first half net sales and earnings
in 1995 compared to 1994. Net sales for the second quarter and first half
of 1995 were $728.1 million and $1,321.9 million, respectively compared to
$558.4 million and $1,017.3 million for 1994. Second quarter 1995
earnings of $47.4 million compare to $23.7 million earned in 1994 while
1995 first half earnings of $55.5 million are slightly more than twice
1994 first half earnings of $26.0 million. A portion of the increase was
the result of the addition of Hilroy to the School and Office Products
Division. An earlier "back-to-school" buying season, increased sales
volume and a favorable mix of value-added products all contributed to
strong results for this division. At Zellerbach, Mead's distribution
business, sales throughout 1995 are ahead of 1994 levels in all three of
its business units, particularly printing papers. The strength of the
printing paper market along with cost reduction measures taken over the
last couple years have resulted in significantly improved earnings in 1995
compared to 1994.
LIQUIDITY AND CAPITAL RESOURCES:
--------------------------------
In the fourth quarter of 1994, Mead sold its Electronic Publishing
business for $1.5 billion. The sale, and the subsequent use of the
proceeds, had a significant positive impact on the financial condition of
Mead . Upon the sale, the Board of Directors restricted a certain amount
of cash to be used solely for the payment of federal and state taxes on
the gain (these taxes were paid in the first quarter of 1995) and the
redemption of two debentures. In December 1994, Mead redeemed $139.0
million of 6-3/4% convertible debentures, originally due 2012. In January
1995, Mead redeemed $130.0 million of 9% debentures, originally scheduled
for payment in the years 2000 through 2017.
Also, as a result of the sale of the Electronic Publishing business, Mead
announced a program to buy back $350 million of common shares. This
program was completed in the second quarter of 1995 with a total of 6.7
million shares repurchased. Furthermore, in late April 1995, Mead
announced a program authorizing the repurchase of an additional 5 million
shares of Mead common stock from time to time on the open market. To date
only a nominal number of shares has been repurchased under this program.
In March of 1995, Mead announced an agreement to sell the Kingsport,
Tennessee mill. The sale was completed in early May, 1995.
Traditionally, the first quarter School and Office Products back-to-school
inventory build has been financed through short-term borrowings with
repayment occurring with the collection of receivables throughout the
second, third and first part of the fourth quarters. Available cash has
obviated the need for any such borrowing in 1995.
<PAGE>
The net effect of these events reduced the ratio of long-term debt to
total capital from 45.4% at July 3, 1994 (30.5% at December 31, 1994) to
25.8% at July 2, 1995. Because of the use of the proceeds from the
Electronic Publishing sale, working capital decreased from $806.5 million
at December 31, 1995 to $529.4 million at the end of the second quarter of
1995. The current ratio at July 2, 1995 was 1.6 compared to 1.7 at the
previous fiscal year end.
First half 1995 capital spending totaled $98.3 million compared to $150.0
million in the first six months of 1994. The major upgrades of Mead's
coated paper facilities at Escanaba, Michigan and Chillicothe, Ohio have
been completed. Much of this spending occurred during the first half of
1994. Late in the second quarter of 1995, ground was broken for the $150-
$175 million expansion of Mead's corrugating medium mill in Stevenson,
Alabama. During the early stages of construction, the expansion is
expected to be funded through internally generated cash flow. External
funding may be required at a later date.
At its April 27, 1995 meeting, Mead's Board of Directors voted to increase
the quarterly dividend payment on Mead common stock from 25 cents per
share to 28 cents per share.
At the end of the second quarter, Mead paid a fixed rate or a capped rate
on 66% of its debt and paid a floating rate of interest on the remainder.
A change of 1% in the floating interest rate, on an annual basis, would
result in a $.04 change in net earnings per share for the year. The
estimated market value of long-term debt, excluding capital leases, was
$6.8 million greater than the book value at the end of the second quarter
of 1995.
<PAGE>
PART II - OTHER INFORMATION
-----------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
(a) The Annual Meeting of Shareholders of Mead was held on April
27, 1995.
(b) Proxies were solicited for the meeting pursuant to Regulation
14A. There was no solicitation in opposition to management's nominees
listed in the proxy statement, and John G. Breen, Charles S. Mechem, Jr.
and Thomas B. Stanley, Jr. were elected. The other directors whose term
of office continued after the meeting also include John C. Bogle, William
E. Hoglund, Barbara C. Jordan, John A. Krol, Steven C. Mason, Paul F.
Miller, Jr., William S. Shanahan and Lee J. Styslinger, Jr.
(c) (1) The results of the election of
directors are as follows:
Number of Votes
---------------
Nominee For Withheld
------- --- --------
J. G. Breen 49,330,676 447,927
C. S. Mechem, Jr. 48,944,938 833,665
T. B. Stanley, Jr. 49,319,862 458,741
Nominee Abstentions Broker Non-Votes
------- ----------- ----------------
J. G. Breen -0- -0-
C. S. Mechem, Jr. -0- -0-
T. B. Stanley, Jr. -0- -0-
<PAGE>
(2) The results of a shareholder proposal introduced
by The United Paperworkers International Union
urging the Board of Directors to take steps to
declassify the Board of Directors for the purpose
of director elections are as follows:
Number of Votes
---------------
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
26,669,637 18,287,047 549,398 4,272,521
(3) The results of a shareholder proposal introduced by The
United Brotherhood of Carpenters Pension Fund urging the
Board of Directors to seek shareholder approval for all
present and future severance agreements with executive
officers are as follows:
Number of Votes
---------------
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
20,345,759 23,945,453 1,214,871 4,272,520
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
(10) Material Contracts:
(1) Form of The Mead Corporation Executive Capital
Accumulation Plan effective January 1, 1995.
(11.1), (11.2) Calculations of Net Earnings per Share.
(27) Financial Data Schedule.
(b) No current reports on Form 8-K were filed with the
Commission in the second quarter of 1995.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: August 14, 1995
THE MEAD CORPORATION
--------------------
(Registrant)
By GREGORY T. GESWEIN
-----------------------------
G. T. Geswein
Controller and
Chief Accounting Officer
<PAGE>
Exhibit 10.1
THE MEAD CORPORATION
--------------------
EXECUTIVE CAPITAL ACCUMULATION PLAN
-----------------------------------
TABLE OF CONTENTS
SECTION 1 - GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Purpose and Effective Date . . . . . . . . . . . . . . . . 1
1.2 Plan Funding and Administration. . . . . . . . . . . . . . 1
1.3 Applicable Law . . . . . . . . . . . . . . . . . . . . . . 1
1.4 Gender and Number. . . . . . . . . . . . . . . . . . . . . 2
1.5 Assignment . . . . . . . . . . . . . . . . . . . . . . . . 2
1.6 Plan Year. . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2 - PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . 2
2.1 Participation Requirement . . . . . . . . . . . . . . . . 2
2.2 Continued Participation . . . . . . . . . . . . . . . . . 2
2.3 Participation Not Contract of Employment. . . . . . . . . 3
SECTION 3 - DEFERRAL OF INCOME . . . . . . . . . . . . . . . . . . . . 3
3.1 Deferred Income Amount. . . . . . . . . . . . . . . . . . 3
3.2 Certain Conditions Relating to Income Deferral. . . . . . 4
3.3 Annual Election to Participate. . . . . . . . . . . . . . 4
SECTION 4 - PARTICIPANT ACCOUNTS . . . . . . . . . . . . . . . . . . . 5
SECTION 5 - ICEP ROLLOVERS . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 6 - CREDITING OPTIONS. . . . . . . . . . . . . . . . . . . . . 6
6.1 Establishment of Crediting Options. . . . . . . . . . . . 6
6.2 Participant Change of Crediting Options . . . . . . . . . 6
SECTION 7 - ADJUSTMENT OF PARTICIPANT ACCOUNTS . . . . . . . . . . . . 6
7.1 Adjustment of Participants' Participant Accounts. . . . . 6
7.2 Quarterly Statement of Participant Accounts
Balances . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 8 - DISTRIBUTION OF PARTICIPANT ACCOUNTS TO PARTICIPANTS . . . 8
8.1 Annual Distributions. . . . . . . . . . . . . . . . . . . 8
8.2 Interim Distributions . . . . . . . . . . . . . . . . . . 8
8.3 Emergency Distributions . . . . . . . . . . . . . . . . . 9
8.4 Elective Distributions . . . . . . . . . . . . . . . . . 10
8.5 Withholding . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 9 - DISTRIBUTION OF PARTICIPANT ACCOUNTS TO BENEFICIARIES. . . 10
9.1 Distribution to Beneficiary . . . . . . . . . . . . . . . 10
9.2 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 10 - DISTRIBUTIONS TO INCAPACITATED PERSONS. . . . . . . . . . 11
SECTION 11 - SECTION 162(m) LIMITATION ON DISTRIBUTIONS. . . . . . . . 11
<PAGE>
11.1 Tentative Section 162(m) Determination . . . . . . . . . . 11
11.2 Tentative Determination Amount Not in Excess of 162(m)
Limit. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
11.3 Tentative Determination Amount in Excess of 162(m)
Limit. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
11.4 Change in Control. . . . . . . . . . . . . . . . . . . . . 12
SECTION 12 - DISPUTE RESOLUTION. . . . . . . . . . . . . . . . . . . . 13
12.1 Notice of Denial. . . . . . . . . . . . . . . . . . . . . 13
12.2 Notice of Appeal. . . . . . . . . . . . . . . . . . . . . 13
12.3 Decision on Appeal. . . . . . . . . . . . . . . . . . . . 14
SECTION 13 - AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . 14
<PAGE>
THE MEAD CORPORATION
EXECUTIVE CAPITAL ACCUMULATION PLAN
------------------------------------
SECTION 1 - GENERAL
-------------------
1.1 Purpose and Effective Date. The Mead Corporation ("Mead"), an
--------------------------
Ohio Corporation, has established The Mead Corporation Executive Capital
Accumulation Plan (the "Plan"), effective January 1, 1995, to provide
recurring annual opportunities for the deferment of payment of certain
amounts otherwise currently payable to its "Eligible Employees" (as
defined below) and those of any "Affiliate" (as defined below) who meet
the requirements to become a "Participant" set forth in subsection 2.1.
Mead and such Affiliates are sometimes referred to below, individually, as
an "Employer" and, collectively, as the "Employers". The term "Eligible
Employee" means any employee of an Employer:
(a) who is employed in the United States of America or to
whom the Plan has been extended by the Compensation
Committee of the Board of Directors of Mead (the
"Committee") or its delegate; and
(b) who is compensated by his Employer at a salary grade
that is at least equivalent to Mead's salary grade 19.
The term "Affiliate" means any entity during the period that it is, along
with Mead, a member of a controlled group of corporations, a controlled
group of trades and businesses, an affiliated service group or any other
entity designate by the Secretary of the Treasury (as described in
sections 414(b), 414(c), 414(m), and 414(o), respectively, of the Internal
Revenue Code of 1986 (the "Code")).
1.2 Plan Funding and Administration. The benefits payable under
-------------------------------
the Plan are unfunded and are payable, when due, from the general assets of the
Employers or, in the sole discretion of the Committee, from the assets of
a benefit trust the assets of which shall be subject to the claims of the
unsecured general creditors of the Employers. Notwithstanding the
foregoing, in the event of a "Potential Change in Control" (as defined in
Section 3.02 of Benefit Trust Agreement, a trust agreement established
January 9, 1987 by and between Mead and Society Bank, National
Association) the provisions of Benefit Trust Agreement shall become
operative with respect to the Plan. The Plan shall be administered by the
Committee which shall have the rights, powers and duties with respect to
the Plan that are hereinafter set forth.
1.3 Applicable Law. The Plan will be construed and administered in
--------------
accordance with the laws of the State of Ohio to the extent that those
laws are not preempted by the laws of the United States of America.
1.4 Gender and Number. Where the context admits, words in any
-----------------
gender will include any other gender, words in the singular will include the
plural and the plural will include the singular.
1.5 Assignment. No Plan right or interest of any Participant or
----------
Beneficiary shall be assignable or transferable, in whole or in part,
either directly or otherwise, including without limitation thereto, by
execution, levy,
<PAGE>
attachment, garnishment, pledge or in any other manner, but excluding
transfers by death or mental incompetency; no attempted assignment or
transfer thereof shall be effective; and no such right or interest shall
be liable for, or subject to, any obligation or liability of any
Participant or Beneficiary; except that a Participant may direct that
payments be made during his lifetime, when due, to a trust established by
him and evidenced to his Employer to be a trust treated as a grantor trust
within the meaning of section 671 of the Code.
1.6 Plan Year. The term "Plan Year" means the calendar year.
---------
SECTION 2 - PARTICIPATION
-------------------------
2.1 Participation Requirement. An employee of the Employers on
-------------------------
December 1, 1994 will become a Participant in the Plan as of January 1, 1995, or
on any subsequent January 1, if on such January 1 he:
(a) is an Eligible Employee;
(b) has executed an Annual Participation Election form (as
described in subsection 3.3); and
(c) has executed such forms as the Committee may determine
necessary to permit Mead (at its discretion and expense)
to maintain a policy of insurance on his life under the
terms of which Mead shall be the policyholder, owner and
beneficiary.
Each employee of the Employers who becomes an Eligible Employee on or
after December 1, 1994 will become a Participant in the Plan (on a
prospective basis) on the earlier of the date on which the Committee has
received his executed Annual Participation Election form if that date is
within 30 days of the date he becomes an Eligible Employee or on any
subsequent January 1 if he then meets the requirements set forth in
paragraphs (a) through (c) above.
2.2 Continued Participation. Until distribution of the entire
-----------------------
balances of a Participant's "Participant Accounts" (as described in Section 4)
has been made, a Participant or, in the event of his death, any "Beneficiary"
(as defined in subsection 9.2) of any of the Participant's undistributed
Participant Accounts, as the case may be, will be considered and treated
as a Participant for all purposes of the Plan, except that any additional
compensation deferral or "401(k) Top-Up Contribution" (each as described
in subsection 3.1) shall cease:
(a) as of the first day of the month next following the date
on which he is no longer an Eligible Employee; and
(b) for any period during which his right to make "Before-
Tax Contributions" under The Mead Salaried Savings Plan
(the "Savings Plan") is suspended by reason of a
Financial Hardship Distribution made to him under the
terms of that plan.
2.3 Participation Not Contract of Employment. The Plan does not
----------------------------------------
constitute a contract of employment and participation in the Plan does not
give any employee the right to be retained in the employ of the Employers
nor give any person any right or claim to any benefit under the terms of
the Plan unless such right or claim has specifically accrued under the
terms of the Plan.
<PAGE>
SECTION 3 - DEFERRAL OF INCOME
------------------------------
3.1 Deferred Income Amount. Subject to the provisions of
----------------------
subsection 3.2, by entering into a written Annual Election to Participate as
provided by subsection 2.1, a Participant may elect:
(a) to defer a portion of the amount of the base salary, the
annual incentive pay (which, for purposes of the Plan,
shall include any spot bonus paid to him in lieu of
annual incentive pay) and the cash portion of the long-
term incentive pay, that would otherwise be payable to
him for services performed during the period that the
Annual Election to Participate is effective; and
(b) whether or not he has made an election pursuant to
paragraph (a) above, a Participant who has elected to
make the maximum Before-Tax Contribution permitted under
the Savings Plan for the period for which the Annual
Election to Participate is effective may elect to make
a 401(k) Top-Up Contribution for that period.
In addition to the deferral amounts permitted by the foregoing provisions
of this subsection, during the month of December, 1994, a Participant may
elect to defer an additional amount of up to 80 percent of the amount of
the annual incentive pay and of up to 100 percent of the cash portion of
the long-term incentive compensation otherwise payable to him during 1995.
The term "401(k) Top-Up Contribution" means, with respect to any
Participant, an amount that is equal to the amount obtained by multiplying
the amount of his annual base salary and annual incentive compensation by
the deferral percentage that he has elected with respect to Before-Tax
Contributions subject to a Matching Contribution for that year under the
Savings Plan and reducing the product obtained by the amount of such
contributions actually made under the Savings Plan. The amount of a
Participant's 401(k) Top-Up Contribution shall be credited with a
"Matching Amount" (as described in subsection 7.1). Amounts deferred by
a Participant pursuant to paragraphs (a) and (b) above for any calendar
year and any Matching Amount attributable thereto shall be credited to a
single "Participant Account" established for that year pursuant to Section
4.
3.2 Certain Conditions Relating to Income Deferral. Deferrals of
----------------------------------------------
income permitted by subsection 3.1 are subject to the following:
(a) the amount of a Participant's annual base salary
deferral shall:
(i) not exceed 80 percent of that salary, determined
as of the last day of the month during which the
election is made; and
(ii) shall be periodically charged against his base
salary when otherwise due and payable;
(b) a Participant may defer up to 80 percent of the amount
of his annual incentive pay;
<PAGE>
(c) a Participant may defer up to 100 percent of the amount
of the cash portion of his long-term incentive pay;
(d) all deferrals shall be expressed in multiples of 1
percent; and
(e) in no event shall any portion of the amount of any
excess Before-Tax Contribution returned to a Participant
in accordance with the terms of the Savings Plan be
subject to deferral under this Plan.
3.3 Annual Election to Participate. The term "Annual Election to
------------------------------
Participate" means a written agreement, of such text as the Committee
shall decide, entered into by and between a Participant and his Employer
with respect to a calendar year and setting forth:
(a) the deferral percentages elected by the Participant in
accordance with subsection 3.1 for that calendar year;
(b) the percentage of his total deferral that is allocated
to each of the "Crediting Options" (as described in
subsection 6.1) selected by him;
(c) the "Distribution Period" (as defined below) that he
elects to be applicable with respect to the amounts
deferred pursuant to that Annual Election to Participate
and, if applicable, the "Interim Distribution" amount or
percentage that he elects to have applicable to such
amounts as permitted by subsection 8.2;
(d) subject to the provisions of paragraph 8.1(b), the
calendar year in which the Distribution Period is to
commence; and
(e) the Beneficiary who is to receive the remaining balance
of the Participant Accounts established for the
Participant by reason of that Annual Election to
Participate in the event of the Participant's death
prior to distribution of the entire balance of that
Account to him.
Each Annual Election to Participate shall be irrevocable by the
Participant after the last day of the calendar month preceding its
effective date. The term "Distribution Period" means, with respect to any
Participant Accounts, a period of 5, 10, 15 or 20 calendar years as
elected by the Participant for whom the Account is maintained.
SECTION 4 - PARTICIPANT ACCOUNTS
--------------------------------
For each calendar year, the Committee shall cause a Participant
Accounts to be established and maintained by Mead in the name of each
Participant to reflect the amount of any deferrals that are the subject of
the Participant's Annual Election to Participate for that calendar year
and of any Matching Amounts attributable thereto. A Participant's
Participant Accounts shall be adjusted monthly as provided in subsection
7.1 and shall be distributed to a Participant in accordance with the
provisions of Section 8 or, in the event of the
<PAGE>
Participant's death, to his Beneficiary in accordance with the provisions
of Section 9.
SECTION 5 - ICEP ROLLOVERS
--------------------------
Notwithstanding any provision of the Plan to the contrary, a
Participant for whose benefit a balance is maintained under the Incentive
Compensation Election Plan (the "ICEP") may elect, during December, 1994,
to have that balance transferred to the Plan and credited to a separate
Participant Account (to be identified as his "ICEP Participant Account")
established hereunder as of January 1, 1995, subject to the following:
(a) In no event may a Participant elect to transfer to this
Plan any amount credited under the Supplement to the
ICEP.
(b) No ICEP rollover to the Plan shall be permitted after
January 1, 1995.
(c) A Participant's Distribution Period with respect to his
ICEP Participant Account shall commence on the date on
which payment of his balance under the ICEP would have
commenced.
SECTION 6 - CREDITING OPTIONS
-----------------------------
6.1 Establishment of Crediting Options. The Committee shall
----------------------------------
designate "Crediting Options" (in such number and of such asset character as it
shall decide), the investment experience of which shall be applied in
adjusting Participants' Participant Accounts, as provided in subsection
7.1. The Crediting Options available as of January 1, 1995 are set forth
on Exhibit I of the Plan. On advance written notice to the Participants,
the Committee may cause any Crediting Option to be prospectively deleted
and may designate other Crediting Options. In no event shall the assets
of a Crediting Option be constituted of securities of any Employer or
Affiliate. Should any Employer determine to invest any of its funds in
the asset or assets constituting a Crediting Option, amounts representing
such investment shall be the sole property of that Employer and shall be
subject to the claims of its general creditors. No Participant or
Beneficiary shall have any claim or right with respect to any such
amounts.
6.2 Participant Change of Crediting Options. By writing filed
---------------------------------------
with the Committee on or before the last business day of February, May, August
or November to be effective as of the first day of the following calendar
quarter, a Participant may elect:
(a) with respect to amounts to be credited to any
Participant Account on and after that day pursuant to
subsection 3.1, the portion (expressed as a multiple of
1 percent) thereof that is to be adjusted pursuant to
subsection 7.1 to reflect the investment experience of
any Crediting Option (referred to below as an
"Adjustment Portion"); and
(b) that all or a portion (expressed as a multiple of 1
percent) of the balance of any Participant Accounts then
maintained for his benefit that constitutes an
Adjustment Portion be changed to another Adjustment
Portion.
<PAGE>
SECTION 7 - ADJUSTMENT OF PARTICIPANT ACCOUNTS
----------------------------------------------
7.1 Adjustment of Participants' Participant Accounts. As of each
------------------------------------------------
"Accounting Date" (as defined below), the Committee shall cause each
Participant Accounts to be adjusted as follows:
(a) first, by charging to the proper Participant Accounts of
-----
each Participant the amount of any distribution made to, or
on account of, the Participant from the Account since
the last preceding Accounting Date and with the amount
of any forfeiture resulting from an Elective
Distribution made to him pursuant to the provisions of
subsection 8.5, which charges shall be made, pro rata,
according to the Adjustment Portions of that Participant
Accounts;
(b) next, by adjusting each Participant Accounts maintained
----
on behalf of a Participant, upward or downward, as the case
may be, so that the balance of the Participant Accounts
equals the aggregate investment experience for the month
ended on that Accounting Date of the Adjustment Portions
elected by him and applicable to that Participant
Accounts as of that date;
(c) next, by crediting the last Participant Accounts
----
established on behalf of each Participant with the amount of
any deferrals made by him during the month ending on that
date, and with any Matching Amount to be credited for
that month, which amounts shall be credited, pro rata,
according to Adjustment Portions elected by the
Participant under that Participant Account;
(d) next, if the Accounting Date is December 31, by charging
----
the last Participant Account established on behalf of each
Participant with an annual administrative fee of $100,
which administrative fee shall be charged, pro rata,
according to the Adjustment Portions of that Participant
Account; and
(e) finally, if the Accounting Date is the last day of a
-------
calendar quarter, by executing the Adjustment Portion change
elections made pursuant to the provisions of subsection
6.2 that are to be effective as of first day the next
following calendar quarter.
The term "Accounting Date" means the last business day of each calendar
month. The term "Matching Amount" means, with respect to any 401(k) Top-
Up Contribution, an amount equal to the amount of the Matching
Contribution that would have been made with respect to that deferral had
the deferral been made under the Savings Plan.
7.2 Quarterly Statement of Participant Accounts Balances. As soon
----------------------------------------------------
as practicable, but not more than 30 days after the last day of each calendar
quarter, the Committee shall provide each Participant with a statement of
the balances of his Participant Accounts as of that day.
<PAGE>
SECTION 8 - DISTRIBUTION OF PARTICIPANT ACCOUNTS TO PARTICIPANTS
----------------------------------------------------------------
8.1 Annual Distributions. Except as otherwise provided in this
--------------------
Section 8, if a Participant's employment with the Employers and Affiliates is
terminated for any reason other than his death, and on the June 30
preceding his initial "Distribution Payment Date" (as defined below) the
aggregate balances of his Participant Accounts equal at least $50,000,
each of the Participant's Participant Accounts will be distributed to him
in annual "Installment Distributions" (in the annual amount determined as
provided below), made on or about each Distribution Payment Date,
beginning:
(a) in the case of a Participant whose employment terminates
at any age on account of "Disability" (as defined in the
Savings Plan) or for any reason at or after reaching age
55 years, on or about the Distribution Payment Date of
the calendar year elected by him; and
(b) in all other cases, and notwithstanding any previous
election, on or about the Distribution Payment Date of
the calendar year next following the calendar year
during which his termination of employment occurs;
and continuing for the number of calendar years constituting the
Distribution Period he has irrevocably elected with respect to that
Participant Account. If on the June 30 preceding his initial Distribution
Payment Date the aggregate balances of a Participant's Participant
Accounts is an amount that is less than $50,000, those balances shall be
distributed to him on or about his initial Distribution Payment Date in a
single lump sum. The amount of the annual "Installment Distribution" from
a Participant Account for a calendar year shall be equal to the balance of
that Participant Account as of June 30 of that year, divided by the number
of calendar years remaining in the Distribution Period elected by the
Participant with respect to that Account. The term "Distribution Payment
Date" means July 20 of each year.
8.2 Interim Distributions. Subject to the following provisions of
---------------------
this subsection 8.2, at the time that a Participant enters into an Annual
Participation Election form, he may irrevocably elect to receive, as of
any Distribution Payment Date occurring at least 7 years after the
effective date of that Agreement, an Interim Distribution of any portion
of the balance of the Participant Account established by that Agreement,
determined as of the June 30 immediately preceding that Distribution
Payment Date. If a Participant becomes entitled to receive an Interim
Distribution from a Participant Account on or after the initial
Distribution Payment Date applicable to that Account, no Interim
Distribution shall be made to him and his Installment Distributions being
made pursuant to subsection 8.1 shall continue. A Participant shall
express his election of an Interim Distribution as a flat dollar amount or
as a percentage of the balance of his Participant Account, determined as
of the June 30 immediately preceding the date as of which the Interim
Distribution is to be made. Any Interim Distribution election made by a
Participant shall be automatically cancelled on the date of his death.
8.3 Emergency Distributions. If, on written application of a
-----------------------
Participant, it is determined (as provided below) that the Participant has
experienced an "Unforeseeable Emergency" (as defined below), then, as of
the first day of any calendar month, the Participant may elect to receive
an
<PAGE>
Emergency Distribution from one or more of his Participant Accounts,
provided that the aggregate amount of any such distribution shall not
exceed the amount reasonably needed to satisfy the Participant's emergency
need. The term "Unforeseeable Emergency" means severe financial hardship
to the Participant resulting from a sudden and unexpected illness or
accident of the Participant or of a "dependent" (as defined in section
152(a) of the Code) of the Participant, loss of the Participant's property
due to a casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant. In determining whether an Emergency Distribution should be
made to a Participant consideration may be given to the extent to which
his Unforeseeable Emergency can be relieved:
(a) through reimbursement or compensation by insurance or
otherwise;
(b) by liquidation of the Participant's assets, to the
extent the liquidation of such assets would not itself
cause severe financial hardship;
(c) by cessation of deferrals under the Plan; or
(d) other distributions to be made to the Participant from
the Plan.
A determination with respect to whether a Participant has experienced an
Unforeseeable Emergency shall be made:
(a) in the case of a Participant employed, or last employed,
by an Employer at a salary grade below salary grade 24
(exclusive of an elected officer of an Employer) and his
Beneficiary, the Chairperson of the Committee; and
(b) in the case of a Participant employed, or last employed,
by an Employer at salary grade 24 or above or as an
elected officer of an Employer and their Beneficiaries,
the Committee.
The provisions of Section 12 of the Plan shall not be applicable with
respect to any determination made pursuant to this subsection 8.3.
8.4 Elective Distributions. As of the first day of any calendar
----------------------
month a Participant may elect, by writing filed with the Committee, to receive
an Elective Distribution from one or more of his Participant Accounts,
provided, however, that if a Participant receives an Elective Distribution
he shall forfeit an amount equal to 20 percent of the amount of that
Elective Distribution, which amount shall be charged to his Participant
Accounts as provided in paragraph 7.1(a).
8.5 Withholding. A Participant's Employer shall withhold from the
-----------
non-deferred portion of his base salary, incentive pay and long-term
incentive pay for any period all Social Security Taxes as required by
sections 3101, 3102 and 3121(v) of the Code to be paid with respect to the
amount of his deferrals under the Plan for that period. The Committee
shall cause to be withheld from any distribution made pursuant to the
terms of the Plan any other amount required to be withheld by federal,
state or local law.
<PAGE>
SECTION 9 - DISTRIBUTION OF PARTICIPANT ACCOUNTS TO BENEFICIARIES
-----------------------------------------------------------------
9.1 Distribution to Beneficiary. If a Participant dies (either
---------------------------
prior to or following his termination of employment with the Employers and
Affiliates) the undistributed balance of each of his Participant Accounts
will:
(a) if distribution has commenced prior to his death,
continue to be distributed in annual Installment
Distributions, to the deceased Participant's Beneficiary
with respect to the Participant Account during the
remainder of the Distribution Period applicable to that
Account as if the deceased Participant had lived; and
(b) if distribution has not commenced prior to his death, be
distributed in annual Installment Distributions
commencing on the Distribution Payment Date and over the
Distribution Period elected by the deceased Participant
with respect to that Participant Account.
9.2 Beneficiary. The term "Beneficiary" means, with respect to
-----------
any Participant, such natural or legal person or persons as may be designated
by him (who may be designated contingently or successively) to receive the
remaining balance of one or more of his Participant Accounts if he dies
before a total distribution of the balance is made to him. A Beneficiary
designation will be effective with respect to a Participant Account only
when a signed and dated beneficiary designation form applicable to that
Account is filed with the Committee while the Participant is alive, which
form will cancel any beneficiary designation form relating to that
Participant Account signed and filed earlier. If a Participant is not
survived by any Beneficiary of a Participant Account the Committee shall
distribute the balance of that Participant Account to the legal
representative or representatives of the estate of the Participant.
SECTION 10 - DISTRIBUTIONS TO INCAPACITATED PERSONS
---------------------------------------------------
Notwithstanding any other provision of the Plan, if a Participant or
other person entitled to a distribution under the Plan is determined by a
court of competent jurisdiction to be physically, mentally or legally
incapacitated and unable to manage his financial affairs and claim is made
by a conservator or other person legally charged by such court with the
care of his person, the Committee shall make distributions to such
conservator or other person. Any distribution made in accordance with
this Section shall fully acquit and discharge all persons from all further
liability on account thereof.
SECTION 11 - SECTION 162(m) LIMITATION ON DISTRIBUTIONS.
-------------------------------------------------------
11.1 Tentative Section 162(m) Determination. Notwithstand-ing any
--------------------------------------
other provision of the Plan to the contrary, prior to a Participant's
Distribution Payment Date for any calendar year, the Chairperson of the
Committee may, in the Chairperson's discretion, make a tentative
determination as to whether the sum of:
(a) amounts otherwise distributable to the Participant under
the Plan as of that Distribution Payment Date; and
<PAGE>
(b) all other compensation expected to be payable to the
Participant and deductible by the Employers for that
calendar year;
will exceed the maximum deductible amount permitted with respect to the
Participant for that calendar year by section 162(m) of the Code. Based
on the Chairperson's tentative decision, the provisions of subsection 11.2
or 11.3, as the case may be, shall become applicable with respect to the
Participant. Notwithstand-ing the foregoing, the provisions of this
Section shall not be applicable with respect to any distribution payable
from the Plan during any calendar year following the calendar year in
which a "Change in Control" (as defined in subsection 11.4) occurs.
11.2 Tentative Determination Amount Not in Excess of 162(m) Limit.
------------------------------------------------------------
If the Chairperson of the Committee tentatively determines that the sum of the
amounts described in paragraphs 11.1(a) and (b) payable to a Participant
for a calendar year will be fully deductible by the Employers for that
year, distribution from his Participant Accounts shall be made to the
Participant in accordance with the provisions of Section 8 of the Plan as
of his Distribution Payment Date. However, during the month of December
of that calendar year, the Chairperson of the Committee shall make a final
determination with respect to whether the amounts described in paragraphs
11.1(a) and (b) are fully deductible by the Employers, notwithstanding the
limitation of section 162(m) of the Code. If he determines that they are
not, any amount distributed from a Participant's Participant Accounts
during the calendar year that is not deductible by the Employers shall
constitute a loan to the Participant and shall be repaid to the Employers,
with interest (at the rate provided by section 1274(d) of the Code), on or
before the last day of that calendar year. Any such repaid amount shall
be credited to the Participant's Participant Account from which it was
distributed as of the Accounting Date coincident with or next following
the date on which it is repaid.
11.3 Tentative Determination Amount in Excess of 162(m) Limit. If
--------------------------------------------------------
the Chairperson of the Committee tentatively determines that the sum of the
amounts described in paragraphs 11.1(a) and (b) payable to a Participant
for a calendar year will not be fully deductible by the Employers for that
year, the Chairperson of the Committee may direct that all or any portion
of the balances of the Participant's Participant Accounts otherwise
distributable as of his Distribution Payment Date for that calendar year
be retained under the terms of the Plan. However, during the month of
December of that calendar year, the Chairperson of the Committee shall
make a final determination with respect to whether any portion of such
retained amount will be fully deductible to the Employer for that calendar
year if distributed to the Participant and such portion, if any, shall be
distributed to the Participant on or before that last day of that calendar
year. Any such distribution shall be charged to the Participant's
Participant Account from which it was distributed as of the Accounting
Date coincident with or next following the date of distribution.
11.4 Change in Control. The term "Change in Control" means a
-----------------
change in control of Mead of a nature that would be required to be reported in
response to Item 6(e) (or any successor thereto) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), whether or not Mead is then subject to such
reporting requirement; provided, that, without limitation, such a Change
in Control shall be deemed to have occurred if:
<PAGE>
(a) any "person" (as defined in Sections 13(d) and 14(d) of
the Exchange Act) is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of Mead
representing 25 percent or more of the combined voting
power of Mead's then outstanding securities;
(b) during any period of 2 consecutive years (not including
any period prior to January 1, 1995) there shall cease
to be a majority of the Board of Directors of Mead ("the
Board") comprised of individuals who constitute the
Board on January 1, 1995, and any new director(s) whose
election by the Board or nomination for election by
Mead's stockholders was approved by a vote of at least
2/3 of the directors then still in office who either
were directors on January 1, 1995 or whose election or
nomination for election was previously so approved;
(c) the shareholders of Mead approve a merger or
consolidation of Mead with any other corporation, other
than a merger or consolidation which would result in the
voting securities of Mead outstanding immediately prior
thereto continuing to represent (either by remaining
outstanding or be being converted into voting securities
of the surviving or parent entity) at least 80 percent
of the combined voting power of the voting securities of
Mead or such surviving or parent entity outstanding
immediately after such merger or consolidation; or
(d) the shareholders of Mead approve a plan of complete
liquidation of Mead or an agreement for the sale or
disposition by Mead of all or substantially all of the
Mead's assets.
SECTION 12 - DISPUTE RESOLUTION
-------------------------------
12.1 Notice of Denial. If any dispute arises with respect to a
----------------
Participant or Beneficiary (a "Claimant") under the Plan, Mead will
provide the Claimant with a written notice of its resolution of the
dispute setting forth:
(a) the provisions of the Plan upon which the resolution was
based; and
(b) an explanation of this claims procedure.
If Mead rejects a Claimant's application for failure to furnish certain
necessary materials or information, the written notice to the Claimant
will explain what additional material is needed and why, and advise the
Claimant that he may refile a proper application. In the event that Mead
fails to take any action on the Claimant's initial application within 90
days after receipt, the application will be deemed denied, and the
Claimant's appeal rights under subsection 11.2 will be in effect as of the
end of such period.
12.2 Notice of Appeal. Within 60 days after the receipt of Mead's
----------------
notice of resolution, the Claimant may file a written notice of appeal of the
resolution with the "Claims Reviewer" (as defined below). In addition,
within such appeal
<PAGE>
period, the Claimant may review pertinent documents at such reasonable
times and places as the Claims Reviewer may specify and may submit any
additional written material pertinent to the appeal not set forth in the
notice of appeal. The appeal shall be determined by the Claims Reviewer,
and the Claimant shall be entitled to appear before the Claims Reviewer to
present his claim. The term "Claims Reviewer" means:
(a) in the case of a Participant employed, or last employed,
by an Employer at a salary grade below salary grade 24
(exclusive of an elected officer of an Employer) and of
his Beneficiary, the Benefit Appeals Committee, a
committee appointed by the Corporate Benefits Committee
of Mead; and
(b) in the case of a Participant employed, or last employed,
by an Employer at salary grade 24 or above or as an
elected officer of an Employer their Beneficiaries, the
Chairperson of the Committee.
12.3 Decision on Appeal. The Benefit Appeals Committee or the
------------------
Chairperson, as the case may be, will make a written decision on the
appeal not later than 60 days after its receipt of the notice of appeal
unless special circumstances require an extension of time, in which case
a decision will be given as soon as possible, but not later that 120 days
after receipt of the notice of appeal. The decision on the appeal will be
in writing and shall include specific reasons for the decision, making
specific reference to the provision of the Plan upon which the decision
was based.
SECTION 13 - AMENDMENT AND TERMINATION
--------------------------------------
The Committee reserves the right to amend the Plan at any time,
except that no amendment shall reduce a Participant's Participant Account
balances to less than the amounts that he would have been entitled to
receive on the later of the effective date of the amendment or the date on
which the amendment is adopted. The Plan will terminate on the date on
which it is terminated by the Committee, provided, however, that:
(a) at least two Crediting Options shall be maintained until the
aggregate balances of all Participant Accounts have been
distributed; and
(b) distributions from the Plan shall continue to be made under
Section 8 or Section 9, as the case may be, pursuant to
elections previously made by Participants or as otherwise
provided under Section 8 or 9.
<PAGE>
EXHIBIT I
TO
THE MEAD CORPORATION
EXECUTIVE CAPITAL ACCUMULATION PLAN
----------------------------------
The Crediting Options available under the Plan as of January 1, 1995
are:
Type Fund Managed By
--------- ----------
(1) Money Market PacMutual
(2) Managed Bond PIMCO
(3) Multi Strategy J.P. Morgan
(4) Equity Income J.P. Morgan
(5) Equity Index Bankers Trust
(6) Growth Cap Guardian Trust
(7) Growth L.T. Janus Capital
(8) International Templeton
<PAGE>
EXHIBIT (11.1)
<TABLE>
<CAPTION>
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
--------------------------------------------------
CALCULATION OF PRIMARY NET EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
--------------------------------------------------------------------------
(All amounts in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Second Quarter Ended First Half Ended
---------------------- ----------------------
July 2, July 3, July 2, July 3,
1995 1994 1995 1994
-------- -------- -------- --------
NET EARNINGS APPLICABLE TO COMMON AND COMMON
EQUIVALENT SHARES $102,160 $52,382 $163,902 $79,999
ADJUSTMENT FOR OTHER POTENTIALLY DILUTIVE
SECURITIES - Interest savings (net of tax) on
Convertible Subordinated Debentures as if
converted at the beginning of the period 1,396 2,791
-------- ------- -------- -------
NET EARNINGS APPLICABLE TO COMMON AND COMMON
EQUIVALENT SHARES $102,160 $53,778 $163,902 $82,790
======== ======= ======== =======
AVERAGE NUMBER OF COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING:
Average number of common shares outstanding 53,618 59,295 55,197 59,273
Dilutive effect of stock options after
application of treasury stock method 871 489 890 539
Adjustment for other potentially dilutive
securities - Dilutive effect of Convertible
Subordinated Debentures as if converted
at the beginning of the period 2,630 2,630
-------- ------- -------- -------
AVERAGE NUMBER OF COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING 54,489 62,414 56,087 62,442
======== ======= ======== =======
PRIMARY NET EARNINGS PER COMMON AND COMMON
EQUIVALENT SHARE $1.87 $ .86 $2.92 $1.33
===== ===== ===== =====
</TABLE>
<PAGE>
EXHIBIT (11.2)
<TABLE>
<CAPTION>
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
--------------------------------------------------
CALCULATION OF FULLY DILUTED NET EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE (1)
------------------------------------------------------------------------------------
(All amounts in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Second Quarter Ended First Half Ended
---------------------- ----------------------
July 2, July 3, July 2, July 3,
1995 1994 1995 1994
-------- ------- -------- -------
NET EARNINGS APPLICABLE TO COMMON AND COMMON
EQUIVALENT SHARES $102,160 $53,778 $163,902 $82,790
======== ======= ======== =======
AVERAGE NUMBER OF SHARES OUTSTANDING ON A
FULLY DILUTED BASIS:
Shares used in calculating primary earnings
per share 54,489 62,414 56,087 62,442
Additional dilutive effect of stock options after
application of treasury stock method 266 1 276
-------- ------- -------- -------
AVERAGE NUMBER OF SHARES OUTSTANDING ON A
FULLY DILUTED BASIS 54,755 62,415 56,363 62,442
======== ======= ======== =======
FULLY DILUTED NET EARNINGS PER COMMON AND
COMMON EQUIVALENT SHARE $1.87 $ .86 $2.91 $1.33
===== ===== ===== =====
</TABLE>
(1) This calculation is submitted in accordance with 17 CFR 229.601(b)(11)
although not required by APB Opinion No. 15 because it results in dilution of
less than 3%.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY REPORT ON FORM 10-Q OF THE MEAD CORPORATION FOR THE FIRST HALF ENDED
JULY 2, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
THIS SCHEDULE SHALL NOT BE DEEMED TO BE FILED FOR PURPOSES OF SECTION 11 OF
THE SECURITIES ACT OF 1933, SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934
AND SECTION 323 OF THE TRUST INDENTURE ACT OF 1939, OR OTHERWISE SUBJECT TO
THE LIABILITIES OF SUCH SECTIONS, NOR SHALL IT BE DEEMED A PART OF ANY
REGISTRATION STATEMENT TO WHICH IT RELATES.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUL-02-1995
<CASH> 85
<SECURITIES> 0
<RECEIVABLES> 829
<ALLOWANCES> 0
<INVENTORY> 419
<CURRENT-ASSETS> 1,431
<PP&E> 4,221
<DEPRECIATION> 1,908
<TOTAL-ASSETS> 4,320
<CURRENT-LIABILITIES> 902
<BONDS> 711
<COMMON> 160
0
0
<OTHER-SE> 1,884
<TOTAL-LIABILITY-AND-EQUITY> 4,320
<SALES> 2,683
<TOTAL-REVENUES> 2,683
<CGS> 2,149
<TOTAL-COSTS> 2,149
<OTHER-EXPENSES> 285
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 36
<INCOME-PRETAX> 235
<INCOME-TAX> 90
<INCOME-CONTINUING> 164
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 164
<EPS-PRIMARY> 2.92
<EPS-DILUTED> 0.00
</TABLE>
