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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, 1996
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 24, 1997, the aggregate market value of the voting
shares held by non-affiliates of the Registrant was approximately
$3,148,633,552 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 25, 1997 was
52,236,180.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held on April 24, 1997, are incorporated by
reference in Part III; definitive copies of said Proxy Statement were
filed with the Securities and Exchange Commission on March 12, 1997.
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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, 1996 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, 1996:
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, 1996 and 1995 2
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1996 3
NOTES TO FINANCIAL STATEMENTS 4-5
SUPPLEMENTAL SCHEDULES:
Schedule of Assets Held for Investment as of
December 31, 1996 6
Schedule of Reportable Transactions
for the Year Ended December 31, 1996 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, 1996 and 1995, and the related statement of changes in
net assets available for benefits for the year ended December 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December
31, 1996 and 1995, and the changes in net assets available for benefits
for the year ended December 31, 1996, 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, 1996, and (2)
reportable transactions in excess of five percent of the current value of
plan assets for the year ended December 31, 1996, 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 1996 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 11, 1997
<PAGE>
THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
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(All dollar amounts in thousands)
1996 1995
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ASSETS
Investments:
Mead Common Stock Fund $ 1,068 $ 625
Fidelity Investment Funds:
Magellan Fund 12,173 8,959
Equity Income Fund 5,239 2,981
Intermediate Bond Fund 420 292
Overseas Fund 1,427 889
Asset Manager Fund 2,636 1,766
Asset Manager: Growth Fund 4,869 2,970
Asset Manager: Income Fund 765 610
Short Term Bond Fund 1,787 1,473
Retirement Money Market Fund 1,722 551
US Equity Index Pool Fund 508 168
Loans to participants 993 592
--------- --------
Net Assets Available for Benefits $ 33,607 $ 21,876
========= ========
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, 1996
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(All dollar amounts in thousands)
INCREASES IN PLAN ASSETS:
Contributions:
Employees $ 8,873
Rollovers 501
Employer 82
Investment Income:
Interest and dividends 2,904
Net appreciation in fair value
of investments 587
---------
Total increases 12,947
---------
DECREASES IN PLAN ASSETS:
Benefits paid to participants 1,207
Administrative expenses 9
---------
Total decreases 1,216
---------
NET INCREASE IN PLAN ASSETS 11,731
NET ASSETS - DECEMBER 31, 1995 21,876
---------
NET ASSETS - DECEMBER 31, 1996 $ 33,607
=========
See notes to financial statements.
<PAGE>
THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995 AND YEAR ENDED DECEMBER 31, 1996
- ----------------------------------------------------------------
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, except for participants employed at the
Rumford, Maine, facility, 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.
Participants employed at the Rumford,
Maine, facility 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, 1996, Mead's contributions were 50% of each
dollar contributed on the first 3% of the participant's eligible gross
pay. 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 Pool
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 Internal Revenue Service has determined and informed the Company by a
letter dated July 3, 1996, that the Plan was in compliance with the
applicable requirements of the Internal Revenue Service. The Plan has
been amended since receiving the determination letter. However, the plan
administrator believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Internal
Revenue Code. Therefore, no provision for income taxes was included in
the Plan's financial statements.
D. FUND INFORMATION
Participant contributions, benefits paid to participants, interest and
dividends and net appreciation (depreciation) in fair value of investments by
fund are as follows for the year ended December 31, 1996:
(All dollar amounts in thousands)
<TABLE>
<CAPTION>
Benefits Interest Net appreciation (depreciation)
Participant paid to and in fair value
contributions participants dividends of investments
------------- ------------ ---------- ----------------
<S> <C> <C> <C> <C>
Mead Common Stock Fund $ 301 $ 3 $ $ 113
Magellan Fund 3,133 384 1,627 (409)
Equity Income Fund 1,272 199 306 494
Intermediate Bond Fund 156 27 25 (11)
Overseas Fund 431 51 86 57
Asset Manager Fund 756 140 193 76
Asset Manager: Growth Fund 1,295 80 392 237
Asset Manager: Income Fund 220 72 50 (1)
Short Term Bond Fund 495 81 108 (27)
Retirement Money Market Fund 696 150 47
US Equity Index Pool Fund 118 16 58
Loans to participants 4 70
------------- ------------ ---------- ----------------
Total $ 8,873 $ 1,207 $ 2,904 $ 587
============= ============ ========== ================
</TABLE>
All Employer contributions are made to the Mead Common Stock Fund.
<PAGE>
The Mead Savings Plan for Bargaining Unit Employees
Item 27a - Supplemental Schedule of Assets Held for Investment
December 31, 1996
- ------------------------------------------------------------------
(All dollar amounts in thousands)
Market
Units Cost Value
------------ -------- ---------
Mead Common Stock Fund 73,586 $ 972 $ 1,068
Fidelity Investment Funds:
Magellan 150,934 11,429 12,173
Equity Income 122,327 4,477 5,239
Intermediate Bond 41,678 421 420
Overseas 46,256 1,363 1,427
Asset Manager 160,064 2,457 2,636
Asset Manager: Growth 297,775 4,408 4,869
Asset Manager: Income 65,875 738 765
Short Term Bond 204,968 1,817 1,787
Retirement Money Market 1,721,590 1,722 1,722
U.S. Equity Index Pool 25,002 428 508
Loans to participants - 326 loans
with interest rates from 9.65%
to 10.75% 993 993
-------- --------
$31,225 $33,607
======== ========
<PAGE>
The Mead Savings Plan for Bargaining Unit Employees
Item 27d- Supplemental Schedule of Reportable Transactions - Series of
Transactions
Year Ended December 31, 1996
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(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 147 $ 790 89 $ 461 $27
Magellan Fund 233 5,570 196 1,947 55
Equity Income Fund 208 2,500 134 737 87
Overseas Fund 147 853 80 371 12
Asset Manager Fund 130 1,169 77 376 33
Asset Manager: Growth Fund 159 2,119 96 457 55
Retirement Money Market Fund 143 1,813 84 642
</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 11, 1997, 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, 1996.
DELOITTE & TOUCHE
DELOITTE & TOUCHE LLP
Dayton, Ohio
May 9, 1997
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant and the administrators of the Plan have duly caused this
amendment to the Annual Report on Form 10-K to be signed by the
undersigned, thereunto duly authorized.
THE MEAD CORPORATION
(Registrant)
Date: May 13, 1997 By: GREGORY T. GESWEIN
________________________
Gregory T. Geswein
Vice President and Controller
(principal accounting officer)
THE MEAD SAVINGS PLAN FOR
BARGAINING UNIT EMPLOYEES
Date: May 13, 1997 By: JAMES D. BELL
________________________
James D. Bell
Director of Benefits
SEC\10K\97\FRM10KA2
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