================================================================================
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, 1997
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 23, 1998, the aggregate market value of the voting
shares held by non-affiliates of the Registrant was approximately
$3,309,766,961 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 24, 1998 was
103,912,400.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held on April 23, 1998, are incorporated by
reference in Part III; definitive copies of said Proxy Statement were
filed with the Securities and Exchange Commission on March 10, 1998.
================================================================================
<PAGE>
Pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, the
undersigned registrant hereby amends its Annual Report on Form 10-K for
the fiscal year ended December 31, 1997 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, 1997.
THE MEAD SALARIED SAVINGS PLAN
TABLE OF CONTENTS
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits
as of December 31, 1997 and 1996 2
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1997 3
NOTES TO FINANCIAL STATEMENTS 4-5
SUPPLEMENTAL SCHEDULES:
Schedule of Assets Held for Investment as of
December 31, 1997 6-7
Schedule of Reportable Transactions for the
Year Ended December 31, 1997 8
EXHIBIT -
Independent Auditors' Consent 9
SIGNATURES 10
<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,
1997 and 1996, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1997. 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, 1997 and 1996, and the changes in net assets available for benefits
for the year ended December 31, 1997, 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, 1997, and (2)
reportable transactions in excess of five percent of the current value of
plan assets for the year ended December 31, 1997, 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 1997 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 3, 1998
<PAGE>
THE MEAD SALARIED SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
(All dollar amounts in thousands)
1997 1996
--------- ---------
ASSETS
Investments:
Mead Common Stock Fund $ 141,275 $ 144,744
Fidelity Investment Funds:
Magellan Fund 85,399 70,126
Equity Income Fund 55,136 37,788
Intermediate Bond Fund 5,232 4,441
Overseas Fund 13,846 12,148
Asset Manager Fund 32,564 25,155
Asset Manager: Growth Fund 50,661 37,208
Asset Manager: Income Fund 7,137 5,921
Short Term Bond Fund 12,164 12,654
Retirement Money Market Fund 12,097 12,794
US Equity Index Pool Fund 15,365 6,958
Other mutual funds 3,892
Loans to participants 9,689 9,653
--------- ---------
Net Assets Available for Benefits $ 444,457 $ 379,590
========= =========
See notes to financial statements.
<PAGE>
THE MEAD SALARIED SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1997
(All dollar amounts in thousands)
INCREASES IN PLAN ASSETS:
Contributions:
Employees $ 26,768
Rollovers 14,794
Employer 9,603
Investment Income:
Interest and dividends 20,811
Net appreciation in fair value
of investments 33,269
------------
Total increases 105,245
------------
DECREASES IN PLAN ASSETS:
Benefits paid to participants 40,330
Administrative expenses 48
------------
Total decreases 40,378
------------
NET INCREASE IN PLAN ASSETS 64,867
NET ASSETS - DECEMBER 31, 1996 379,590
------------
NET ASSETS - DECEMBER 31, 1997 $ 444,457
============
See notes to financial statements.
<PAGE>
THE MEAD SALARIED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996 AND
YEAR ENDED DECEMBER 31, 1997
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, 1997, 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. 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
Additionally, for an annual fee participants can direct their
contributions to the Mutual Fund Window, which provides access to a wider
variety of funds. These funds include additional Fidelity funds along
with over 70 funds from a number of mutual fund families. Prospectuses
relating to all 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 and the fee for the Mutual Fund Window,
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 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, 1997:
(All dollar amounts in thousands)
<TABLE>
<CAPTION>
Net appreciation
Benefits (depreciation)
Participant Participant paid to Interest and in fair value
contributions rollovers participants dividends of investments
------------- ----------- ------------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
Mead Common Stock Fund $ 3,044 $ 328 $16,487 $ $ (1,126)
Magellan Fund 6,598 2,070 5,104 5,539 12,606
Equity Income Fund 3,897 1,791 4,364 3,012 9,443
Intermediate Bond Fund 458 432 689 322 49
Overseas Fund 1,652 537 1,248 701 640
Asset Manager Fund 2,404 3,296 2,960 2,856 3,200
Asset Manager: Growth Fund 4,505 3,074 2,856 5,254 5,189
Asset Manager: Income Fund 565 846 884 487 332
Short Term Bond Fund 891 91 1,429 776 (28)
Retirement Money Market Fund 1,347 1,357 2,911 773
US Equity Index Pool Fund 1,373 897 995 3,123
Other Mutual Funds 34 75 190 (159)
Loans to participants 403 901
------- ------- ------- ------- -------
Total $26,768 $14,794 $40,330 $20,811 $33,269
======= ======= ======= ======= =======
</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, 1997
(All dollar amounts in thousands)
Market
Units Cost Value
--------- -------- --------
Mead Common Stock Fund 9,907,105 $103,922 $141,275
Fidelity Investment Funds:
Magellan 896,394 69,353 85,399
Equity Income 1,052,022 41,262 55,136
Intermediate Bond 514,456 5,188 5,232
Overseas 425,501 13,044 13,846
Asset Manager 1,774,585 27,980 32,564
Asset Manager: Growth 2,741,405 42,489 50,661
Asset Manager: Income 585,998 6,613 7,137
Short Term Bond 1,398,114 12,461 12,164
Retirement Money Market 12,096,999 12,097 12,097
U.S. Equity Index Pool 567,797 11,770 15,365
Other mutual funds:
Fidelity funds:
Blue Chip Growth 1,227 48 48
Capital Appreciation 131 3 3
Contrafund 4,288 213 200
Disciplined Equity 41 1 1
Diversified International 63 1 1
Dividend Growth 3,407 81 79
Emerging Markets 15
Equity Income II 2,111 60 57
Europe 51 2 2
Europe Capital Appreciation 1,895 29 28
Export & Multinational 1,891 35 32
Fidelity Fund 1,685 51 50
Freedom 2020 1,173 15 14
Global Bond 27
Government Securities 30,070 297 298
Growth & Income 3,518 131 134
Growth Company 427 20 19
Hong Kong & China 5,464 63 60
International Value 83 1 1
Investment Grade Bond 34
Latin America 1
Low-Priced Stock 9,220 233 233
Mid-Cap Stock 1,016 18 17
OTC 946 34 32
Puritan 495 10 10
Real Estate Investment 2,461 51 50
Retirement Government Money Market 20,298 20 20
Small-Cap Stock 467 7 7
Southeast Asia 458 4 4
Stock Selector 39 1 1
TechnoQuant 115 1 1
U.S. Bond Index 7,584 82 82
Utilities 1,403 28 28
Value 778 47 42
Worldwide 523 8 8
Other Funds:
Founders Blue Chip 6,854 48 47
Founders Growth 7,369 141 127
Founders Worldwide 738 17 16
INVESCO Dynamics 1,271 20 18
INVESCO High Yield 975 7 7
INVESCO Industrial Income 471 8 7
INVESCO Select Income 930 6 6
INVESCO Small Company Growth 28
<PAGE>
INVESCO Total Return 1,989 58 58
INVESCO Value Equity 39 1 1
Janus Balanced 1,634 25 25
Janus Enterprise 9
Janus Fund 4,120 116 103
Janus Twenty 4,579 159 142
Janus Worldwide 12,899 515 487
MAS Fixed Income Portfolio 23
MAS High Yield Portfolio 30
MAS Mid Cap Growth 340 6 6
MAS Value Portfolio 3,149 60 56
Morgan Stanley Active Country Allocation 99 1 1
Morgan Stanley Emerging Growth 92 1 1
N&B Focus Trust 2,046 43 42
N&B Genesis Trust 16,432 374 365
N&B Guardian Trust 1,041 18 18
N&B Partners Trust 7,193 136 126
PBHG Emerging Growth 59 2 2
PBHG Growth 349 9 9
PIMCO Capital Appreciation 5,391 128 123
PIMCO Global Bond 51 1 1
PIMCO High Yield 499 6 6
PIMCO Low Duration 270 3 3
PIMCO Mid-Cap Growth 6,623 151 149
PIMCO Total Return 8,640 93 92
Strong Advantage 25
Strong Government Securities 566 6 6
Strong Growth 9
Strong Opportunity 249 10 10
Strong Short-Term Bond 26
Strong Total Return 3
Templeton Developing Markets I 4,062 60 53
Templeton Foreign I 3,044 31 30
Templeton Global Bond I 25
Templeton Growth I 2,191 43 43
Templeton World I 5,774 98 97
USAA Cornerstone Strategy 37 1 1
USAA GNMA Trust 25
USAA Income 20
USAA Income Stock 55 1 1
USAA International 51 1 1
Warburg Capital Appreciation 881 17 16
Warburg Emerging Growth 726 29 27
Warburg Global Fixed Income 24
Warburg Growth & Income 4
Warburg International Equity 72 1 1
-------- --------
Total other mutual funds 4,046 3,892
Loans to participants - 1,721 loans
with interest rates from 6.25%
to 10.75% 9,689 9,689
-------- --------
$359,914 $444,457
======== ========
<PAGE>
The Mead Salaried Savings Plan
Item 27d- Supplemental Schedule of Reportable Transactions -
Series of Transactions
Year Ended December 31, 1997
(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 $49,418 251 $51,760 $10,933
Magellan Fund 253 23,777 252 21,105 2,435
Equity Income Fund 253 21,480 241 13,575 1,966
Asset Manager: Growth Fund 252 17,701 240 9,437 1,516
Retirement Money Market Fund 253 42,699 245 43,396
U.S. Equity Index Pool 250 14,664 187 9,380 839
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
Nos. 33-37961 and 33-47580 on Form S-8 of our report dated April 3, 1998,
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, 1997.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Dayton, Ohio
May 7, 1998
<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)
G. T. GESWEIN
Date: May 12, 1998 By: ________________________
Gregory T. Geswein
Vice President and Controller
(principal accounting officer)
THE MEAD SALARIED
SAVINGS PLAN
JAMES D. BELL
Date: May 12, 1998 By: ________________________
James D. Bell
Director of Benefits
