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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] AMENDMENT NO. 2 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 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
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on which Registered
------------------- --------------------
Common Shares Without Par Value New York Stock Exchange
and Common Share Purchase Rights Chicago Stock Exchange
Pacific Stock Exchange
_________________________
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No __.
_________________________
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
_________________________
As of January 26, 1996, the aggregate market value of the voting shares
held by non-affiliates of the Registrant was approximately $2,655,722,788
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 27, 1996 was
52,746,913.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held on April 25, 1996, are incorporated by
reference in Part III; definitive copies of said Proxy Statement were filed
with the Securities and Exchange Commission on March 14, 1996.
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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, 1995 to include the following
information and financial statements required by Form 11-K with respect to The
Mead Savings Plan for Bargaining Unit Employees (the Plan) for the year ended
December 31, 1995:
THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
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, 1995 and 1994 2
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1995 3
NOTES TO FINANCIAL STATEMENTS 4-5
SUPPLEMENTAL SCHEDULES:
Schedule of Assets Held for Investment as of
December 31, 1995 6
Schedule of Reportable Transactions in Excess
of Five Percent of the Current Value of Plan
Assets for the Year Ended December 31, 1995 7
EXHIBIT:
Independent Auditors' Consent 8
Signatures 9
<PAGE>
INDEPENDENT AUDITORS' REPORT
Members of the Corporate Benefits Committee
The Mead Savings Plan for Bargaining Unit Employees
Dayton, Ohio
We have audited the accompanying statements of net assets available for benefits
of The Mead Savings Plan for Bargaining Unit Employees (the Plan) as of December
31, 1995 and 1994, and the related statement of changes in net assets available
for benefits for the year ended December 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 1995
and 1994, and the changes in net assets available for benefits for the year
ended December 31, 1995, 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, 1995, and (2) reportable transactions in
excess of five percent of the current value of plan assets for the year ended
December 31, 1995, 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 1995 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
DELOITTE & TOUCHE LLP
Dayton, Ohio
April 12, 1996
<PAGE>
THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
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(All dollar amounts in thousands)
1995 1994
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ASSETS
Investments:
Mead Common Stock Fund $ 625 $ 258
Fidelity Investment Funds:
Magellan Fund 8,959 4,405
Equity Income Fund 2,981 1,551
Intermediate Bond Fund 292 182
Overseas Fund 889 645
Asset Manager Fund 1,766 1,067
Asset Manager: Growth Fund 2,970 1,717
Asset Manager: Income Fund 610 403
Short Term Bond Fund 1,473 1,028
Retirement Money Market Fund 551 259
US Equity Index Pool Fund 168 66
Loans to participants 592 297
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Net Assets Available for Benefits $21,876 $11,878
========= =========
See notes to financial statements.
<PAGE>
THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1995
- -----------------------------------------------------------------
(All dollar amounts in thousands)
INCREASES IN PLAN ASSETS:
Contributions:
Employees $ 6,797
Rollovers 78
Investment Income:
Interest and dividends 948
Net appreciation in fair value
of investments 2,673
---------
Total increases 10,496
---------
DECREASES IN PLAN ASSETS:
Benefits paid to participants 492
Administrative expenses 6
---------
Total decreases 498
---------
NET INCREASE IN PLAN ASSETS 9,998
NET ASSETS - DECEMBER 31, 1994 11,878
---------
NET ASSETS - DECEMBER 31, 1995 $21,876
=========
See notes to financial statements.
<PAGE>
THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994 AND
YEAR ENDED DECEMBER 31, 1995
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A. PLAN DESCRIPTION
The following description of The Mead Savings Plan for Bargaining Unit Employees
(the "Plan") provides only general information. Participants should refer to
the Plan agreement for a more complete description of the Plan's provisions.
General - The Plan is a defined contribution plan covering union employees of
The Mead Corporation who are covered by collective bargaining agreements. It is
subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Contributions - Participants may generally authorize a redirection of payroll
wages of up to 10% of compensation as a contribution to the Plan each year.
Employee contributions and actual earnings thereon are at all times fully vested
and nonforfeitable.
Investment options - 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 are available to the Plan participants from
Fidelity Management Trust Company.
Administrative Expenses - Expenses for administering the Plan, other than loan
set-up and maintenance 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 assets in
the Plan, net of expenses properly charged thereto, shall be distributed to
participants or their beneficiaries based upon their interests in the Plan at
the termination date.
B. SIGNIFICANT ACCOUNTING POLICIES
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.
<PAGE>
C. TAX STATUS
The Plan is a "qualified cash or deferred arrangement" under Sections 401(a) and
401(k) of the Internal Revenue Code and, as such, is exempt from federal income
taxes under Section 501(a). All income of the Plan will be distributed to the
participants, and no income is taxable to the Plan. Generally, the first 10% of
contributed employee compensation and Plan earnings are not taxable until
disbursed to the participants. The sponsor has filed an application for a
determination letter with the Internal Revenue Service.
D. FUND INFORMATION
Participant contributions, benefits paid to participants, interest and dividends
and net appreciation in fair value of investments by fund are as follows for the
year ended December 31, 1995:
(All dollar amounts in thousands)
<TABLE>
<CAPTION>
Benefits Net appreciation
Participant paid to Interest and in fair value
contributions participants dividends of investments
------------- ------------ ------------ ----------------
<S> <C> <C> <C> <C>
Mead Common Stock Fund $ 215 $ 31 $ $ 19
Magellan Fund 2,506 109 504 1,419
Equity Income Fund 897 70 158 450
Intermediate Bond Fund 118 15 15 14
Overseas Fund 382 18 21 54
Asset Manager Fund 670 44 46 197
Asset Manager: Growth Fund 1,077 51 44 397
Asset Manager: Income Fund 183 49 25 54
Short Term Bond Fund 489 75 77 35
Retirement Money Market Fund 210 24 25
US Equity Index Pool Fund 50 1 34
Participant Loans 5 33
------------- ------------ ------------ ----------------
Total $6,797 $492 $948 $2,673
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</TABLE>
<PAGE>
The Mead Savings Plan for Bargaining Unit Employees
Item 27a - Supplemental Schedule of Assets Held for Investment
December 31, 1995
(All dollar amounts in thousands)
Market
Units Cost Value
------------ --------- ---------
Mead Common Stock Fund 48,825 $ 615 $ 625
Fidelity Investment Funds:
Magellan 104,202 7,752 8,959
Equity Income 78,581 2,627 2,981
Intermediate Bond 28,067 283 292
Overseas 30,571 870 889
Asset Manager 111,421 1,631 1,766
Asset Manager: Growth 195,758 2,690 2,970
Asset Manager: Income 52,549 571 610
Short Term Bond 165,923 1,481 1,473
Retirement Money Market 550,621 551 551
U.S. Equity Index Pool 10,178 134 168
Participant loans - 228 loans
with interest rates from 6.25%
to 10.75% 592 592
--------- ---------
$ 19,797 $ 21,876
========= =========
<PAGE>
The Mead Savings Plan for Bargaining Unit Employees
Item 27d - Supplemental Schedule of Reportable Transactions -
Series of Transactions
Year Ended December 31, 1995
(All dollar amounts in thousands)
<TABLE>
<CAPTION>
Number of Purchase Number Sale Gain/
Description Purchases Cost of Sales Proceeds (Loss)
- -------------------------------------------- --------- ------------- -------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Mead Common Stock Fund 136 $ 563 63 $216 $25
Magellan Fund 213 3,819 144 684 75
Equity Income Fund 170 1,304 105 324 15
Overseas Fund 145 494 91 305 1
Asset Manager Fund 135 794 90 291 9
Asset Manager: Growth Fund 167 1,284 123 429 13
Short Term Bond Fund 133 647 85 239 (5)
Retirement Money Market Fund 128 600 78 309
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement No.
33-53421 on Form S-8 of our report dated April 12, 1996, accompanying the
financial statements of The Mead Savings Plan for Bargaining Unit Employees
included in the Form 10-K/A Amendment No. 2 to the Annual Report on Form 10-K of
The Mead Corporation for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Dayton, Ohio
May 10, 1996
<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)
GREGORY T. GESWEIN
Date: May 14, 1996 By: ________________________
Gregory T. Geswein
Controller and
Chief Accounting Officer
THE MEAD SAVINGS PLAN FOR
BARGAINING UNIT EMPLOYEES
JAMES D. BELL
Date: May 14, 1996 By: ________________________
James D. Bell
Director of Benefits
