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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[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, 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 Salaried Savings Plan (the Plan) for the year ended
December 31, 1995:
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, 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 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,
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 SALARIED SAVINGS PLAN
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 $136,122 $144,684
Fidelity Investment Funds:
Magellan Fund 68,763 56,490
Equity Income Fund 26,594 21,972
Intermediate Bond Fund 4,316 4,112
Overseas Fund 9,408 9,996
Asset Manager Fund 23,527 24,718
Asset Manager: Growth Fund 31,594 32,237
Asset Manager: Income Fund 6,464 7,224
Short Term Bond Fund 13,888 17,249
Retirement Money Market Fund 9,037 7,015
US Equity Index Pool Fund 2,460 1,506
Loans to participants 10,123 11,795
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Net Assets Available for Benefits $342,296 $338,998
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See notes to financial statements.
<PAGE>
THE MEAD SALARIED SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1995
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(All dollar amounts in thousands)
INCREASES IN PLAN ASSETS:
Contributions:
Employees $ 21,473
Rollovers 2,049
Employer 8,674
Investment Income:
Interest and dividends 9,963
Net appreciation in fair value
of investments 47,169
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Total increases 89,328
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DECREASES IN PLAN ASSETS:
Benefits paid to participants 85,986
Administrative expenses 44
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Total decreases 86,030
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NET INCREASE IN PLAN ASSETS 3,298
NET ASSETS - DECEMBER 31, 1994 338,998
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NET ASSETS - DECEMBER 31, 1995 $342,296
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See notes to financial statements.
<PAGE>
THE MEAD SALARIED SAVINGS PLAN
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 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, 1995, 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, 1995. Employee and employer 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.
<PAGE>
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.
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. 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 $ 3,074 $33,857 $ 67 $14,912
Magellan Fund 6,297 16,374 4,017 15,820
Equity Income Fund 2,157 5,839 1,606 5,112
Intermediate Bond Fund 396 1,086 274 248
Overseas Fund 1,299 1,866 217 603
Asset Manager Fund 2,125 5,992 717 3,244
Asset Manager: Growth Fund 3,601 7,892 470 5,329
Asset Manager: Income Fund 509 2,422 317 747
Short Term Bond Fund 1,213 4,723 967 518
Retirement Money Market Fund 578 3,878 497
US Equity Index Pool Fund 224 656 636
Participant Loans 1,401 814
------------- ------------ ------------ ----------------
Total $21,473 $85,986 $9,963 $47,169
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</TABLE>
All Employer contributions are made to the Mead Common Stock Fund.
<PAGE>
The Mead Salaried Savings Plan
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 10,634,498 $ 96,534 $ 136,122
Fidelity Investment Funds:
Magellan 799,751 58,282 68,763
Equity Income 701,133 23,125 26,594
Intermediate Bond 414,604 4,186 4,316
Overseas 323,624 9,275 9,408
Asset Manager 1,484,326 21,630 23,527
Asset Manager: Growth 2,082,631 28,526 31,594
Asset Manager: Income 557,205 6,027 6,464
Short Term Bond 1,563,972 14,076 13,888
Retirement Money Market 9,036,747 9,037 9,037
U.S. Equity Index Pool 149,163 1,932 2,460
Participant loans - 1,944 loans
with interest rates from 6.25%
to 11.50% 10,123 10,123
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$ 282,753 $ 342,296
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<PAGE>
The Mead Salaried Savings Plan
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 253 $25,257 255 $48,732 $13,957
Magellan Fund 253 22,955 255 26,502 3,239
Asset Manager: Growth Fund 253 6,777 251 12,750 297
Retirement Money Market Fund 252 17,606 231 15,584
<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 12, 1996, 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, 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 SALARIED SAVINGS PLAN
JAMES D. BELL
Date: May 14, 1996 By: ________________________
James D. Bell
Director of Benefits
</TABLE>
