================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] AMENDMENT NO. 3 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 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: 937-495-6323
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.
================================================================================
<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, financial statements and exhibits required by Form
11-K with respect to The Mead Corporation Employees Stock Purchase Plan
(the "Plan") for the years ended August 31, 1996 and 1995. The Mead
Corporation is issuer of the securities held pursuant to the Plan. The
schedules called for under Article 6A-05 in Regulation S-X have been
omitted because they are inapplicable or the required information has been
given in the financial statements or notes thereto:
THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN
TABLE OF CONTENTS
________________________________________________________________
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Financial Condition as
of August 31, 1996 and 1995 2
Statements of Income and Changes in
Participants' Equity for the Years
Ended August 31, 1996, 1995 and 1994 3
NOTES TO FINANCIAL STATEMENTS 4
EXHIBITS:
Independent Auditors' Consent 6
Signatures 7
<PAGE>
INDEPENDENT AUDITORS' REPORT
Director of Benefits
The Mead Corporation Employees Stock Purchase Plan:
We have audited the accompanying statements of financial condition of The
Mead Corporation Employees Stock Purchase Plan as of August 31, 1996 and
1995, and the related statements of income and changes in participants'
equity for each of the three years in the period ended August 31, 1996.
These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial condition of The Mead Corporation
Employees Stock Purchase Plan at August 31, 1996 and 1995, and the results
of its operations and the changes in participants' equity for each of the
three years in the period ended August 31, 1996, in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE LLP
October 18, 1996
Dayton, Ohio
<PAGE>
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION, AUGUST 31,
_________________________________________________________________
ASSETS 1996 1995
Common shares of The Mead Corporation,
at market (Note B) $1,193,891 $1,351,280
Dividends receivable 5,926 6,164
Cash 97,714 112,963
Participants' payroll deductions
receivable 25,962 37,531
---------- ----------
$1,323,493 $1,507,938
========== ==========
LIABILITIES AND PARTICIPANTS' EQUITY
Current plan year distribution due to
participating employees $1,110,946 $1,231,144
Amounts due to terminated employees and
estates of deceased employees 3,928 3,331
Advance payment of contribution from
The Mead Corporation 175,144 225,787
---------- ----------
1,290,018 1,460,262
Participants' equity 33,475 47,676
---------- ----------
$1,323,493 $1,507,938
========== ==========
See notes to financial statements.
<PAGE>
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
YEARS ENDED AUGUST 31,
_________________________________________________________________
INCREASES IN PARTICIPANTS' 1996 1995 1994
EQUITY:
Investment income - dividends
on Mead common shares $ 12,325 $ 12,839 $ 13,147
Unrealized appreciation of
Mead common shares 42,745 162,243 159,096
Contributions and deposits:
The Mead Corporation and
subsidiaries 75,181 72,638 72,855
Participating employees 996,227 1,039,032 1,022,574
---------- ---------- ----------
TOTAL INCREASES 1,126,478 1,286,752 1,267,672
DECREASES IN PARTICIPANTS'
EQUITY:
Cash distributions to
withdrawn, terminated or
deceased employees:
From current year
contributions 25,087 43,671 24,181
From prior years'
contributions 4,646 2,560 2,236
Mead common share
distributions:
19,406 shares - 1996 1,110,946
20,061 shares - 1995 1,231,144
24,632 shares - 1994 1,243,916
---------- ---------- ----------
TOTAL DECREASES 1,140,679 1,277,375 1,270,333
NET INCREASE (DECREASE) IN
PARTICIPANTS' EQUITY (14,201) 9,377 (2,661)
PARTICIPANTS' EQUITY -
Beginning of plan year 47,676 38,299 40,960
---------- ---------- ----------
PARTICIPANTS' EQUITY-
End of plan year $ 33,475 $ 47,676 $ 38,299
========== ========== ==========
See notes to financial statements.
<PAGE>
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED AUGUST 31, 1996, 1995 AND 1994
_________________________________________________________________
A. PLAN DESCRIPTION
The Mead Corporation Employees Stock Purchase Plan (Plan) permits certain
employees of The Mead Corporation and subsidiaries to purchase Mead common
shares through payroll deductions. Individuals eligible to participate in
The Mead Salaried Savings Plan may not participate in the Plan. Generally,
eligible participants must be full-time hourly employees over the age of
twenty-one with one year of service and must be employed at a location
specified in the Plan.
Participating employers also make contributions to the Plan on behalf of
the participants at a rate of 12.5% of participant contributions.
The Plan distributes Mead common shares to participants at or near the end
of each fiscal year. Employees who cease employment or voluntarily
withdraw from the plan during the year receive a refund of their deposits.
B. COMMON SHARES OF THE MEAD CORPORATION
The principle followed in determining the cost of securities purchased and
distributed is specific identified cost. The Plan's transactions relating
to common shares of The Mead Corporation are as follows:
Number Shares Unrealized Shares at
of Shares at Cost Appreciation Market Value
Balance at August 31, 1993 27,200 $ 1,148,987 $ 149,813 $1,298,800
===========
Shares purchased 23,700 1,045,147
Shares distributed (24,353) (1,028,671) (133,749)
Appreciation 159,096
------- ---------- ----------
Balance at August 31, 1994 26,547 1,165,463 175,160 $1,340,623
===========
Shares purchased 20,100 1,092,117
Shares distributed (24,632) (1,081,345) (162,358)
Appreciation 162,243
------- ---------- ----------
Balance at August 31, 1995 22,015 1,176,235 175,045 $1,351,280
===========
Shares purchased 18,900 1,029,515
Shares distributed (20,061) (1,071,659) (157,990)
Appreciation 42,745
------- ---------- ----------
Balance at August 31, 1996 20,854 $1,134,091 $ 59,800 $1,193,891
======= ========== ========== ===========
<PAGE>
C. TAXES
All of the income of this Plan will be distributed and is taxable directly
to the participants. Accordingly, no income will be taxable on the trust
which forms a part of the Plan; therefore no provision for income taxes is
required for the Plan. Under the grantor trust rules of the Internal
Revenue Code Section 671, the trust which forms a part of this Plan is not
a tax paying entity. Matching contributions are taxable as additional
compensation to the participants.
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
Nos. 33-37960 and 33-59007 on Form S-8 of our report dated October 18,
1996, accompanying the financial statements of The Mead Corporation
Employees Stock Purchase Plan included in the Form 10-K/A, Amendment No.
3, to the Annual Report on Form 10-K of The Mead Corporation for the year
ended December 31, 1995.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Dayton, Ohio
November 12, 1996
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant and Administrators of the Plan have duly caused this amendment
to the Annual Report to be signed by the undersigned, thereunto duly
authorized.
THE MEAD CORPORATION
(Registrant)
Date: November 15, 1996 By: G. T. GESWEIN
---------------------
Controller and
Chief Accounting
Officer
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
Date: November 15, 1996 By: JAMES D. BELL
---------------------
Director of Benefits
