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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, 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 Salaried Savings Plan (the Plan) for the year ended
December 31, 1996:
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, 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 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,
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 SALARIED SAVINGS PLAN
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 $144,744 $136,122
Fidelity Investment Funds:
Magellan Fund 70,126 68,763
Equity Income Fund 37,788 26,594
Intermediate Bond Fund 4,441 4,316
Overseas Fund 12,148 9,408
Asset Manager Fund 25,155 23,527
Asset Manager: Growth Fund 37,208 31,594
Asset Manager: Income Fund 5,921 6,464
Short Term Bond Fund 12,654 13,888
Retirement Money Market Fund 12,794 9,037
US Equity Index Pool Fund 6,958 2,460
Loans to participants 9,653 10,123
-------- --------
Net Assets Available for Benefits $379,590 $342,296
======== ========
See notes to financial statements.
<PAGE>
THE MEAD SALARIED SAVINGS PLAN
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 $ 21,764
Rollovers 1,904
Employer 9,301
Investment Income:
Interest and dividends 22,167
Net appreciation in fair value
of investments 23,278
---------
Total increases 78,414
---------
DECREASES IN PLAN ASSETS:
Benefits paid to participants 41,076
Administrative expenses 44
---------
Total decreases 41,120
---------
NET INCREASE IN PLAN ASSETS 37,294
NET ASSETS - DECEMBER 31, 1995 342,296
---------
NET ASSETS - DECEMBER 31, 1996 $ 379,590
=========
See notes to financial statements.
<PAGE>
THE MEAD SALARIED SAVINGS
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995 AND
YEAR ENDED DECEMBER 31, 1996
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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, 1996, 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. A discretionary contribution of $250 per employee was made
in the year ended December 31, 1996. 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 $ 2,947 $ 15,962 $ $ 18,511
Magellan Fund 6,376 7,441 11,098 (3,570)
Equity Income Fund 2,564 3,465 2,283 3,776
Intermediate Bond Fund 392 380 293 (140)
Overseas Fund 1,283 1,316 731 606
Asset Manager Fund 2,026 2,703 1,975 930
Asset Manager: Growth Fund 3,454 3,110 3,086 2,409
Asset Manager: Income Fund 464 837 451 7
Short Term Bond Fund 984 1,809 847 (242)
Retirement Money Market Fund 778 2,902 544
US Equity Index Pool Fund 496 275 991
Loans to participants 876 859
------------ ------------ ---------- -----------------
Total $ 21,764 $ 41,076 $ 22,167 $ 23,278
============ ============ ========== =================
</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, 1996
- -------------------------------------------------------------------
(All dollar amounts in thousands)
Market
Units Cost Value
------------ -------- --------
Mead Common Stock Fund 9,968,601 $ 95,331 $144,744
Fidelity Investment Funds:
Magellan 869,506 64,247 70,126
Equity Income 882,274 31,390 37,788
Intermediate Bond 440,595 4,447 4,441
Overseas 393,896 11,542 12,148
Asset Manager 1,527,326 22,852 25,155
Asset Manager: Growth 2,275,710 32,710 37,208
Asset Manager: Income 509,959 5,591 5,921
Short Term Bond 1,451,184 12,999 12,654
Retirement Money Market 12,794,390 12,794 12,794
U.S. Equity Index Pool 342,736 5,647 6,958
Loans to participants - 1,755 loans
with interest rates from 9.65%
to 10.75% 9,653 9,653
-------- --------
$309,203 $379,590
======== ========
<PAGE>
The Mead Salaried Savings Plan
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 254 $31,068 254 $40,955 $8,684
Magellan Fund 254 27,657 249 22,724 1,031
Equity Income Fund 254 15,553 232 8,135 847
Asset Manager: Growth Fund 254 10,803 239 7,599 979
Retirement Money Market Fund 254 25,784 230 22,026
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement
Nos. 33-37961 and 33-47580 on Form S-8 of our report dated April 11, 1997,
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, 1996.
DELOITTE & TOUCHE LLP
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 SALARIED
SAVINGS PLAN
Date: May 13, 1997 By: JAMES B. BELL
________________________
James D. Bell
Director of Benefits
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