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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, 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.
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<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 Savings Plan for Bargaining Unit Employees (the "Plan") for
the six-month period ended June 30, 1998.
THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
TABLE OF CONTENTS
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits
as of June 30, 1998 and December 31, 1997 2
Statement of Changes in Net Assets Available for
Benefits for the Six-Month Period Ended June 30, 1998 3
NOTES TO FINANCIAL STATEMENTS 4-6
SUPPLEMENTAL SCHEDULES:
Schedule of Reportable Transactions for the
Six-Month Period Ended June 30, 1998:
Single Transactions 7
Series of Transactions 8
EXHIBIT -
Independent Auditors' Consent 9
SIGNATURES 10
<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 June 30, 1998 and December 31, 1997, and the related
statement of changes in net assets available for benefits for the
six-month period ended June 30, 1998. 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 June 30,
1998 and December 31, 1997, and the changes in net assets available for
benefits for the six-month period ended June 30, 1998, 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
listed in the Table of Contents for the six-month period ended June 30,
1998, 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 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
October 16, 1998
<PAGE>
THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 1998 AND DECEMBER 31, 1997
(All dollar amounts in thousands)
June 30, December 31,
1998 1997
---------------------------
ASSETS
Investments:
Mead Common Stock Fund $ $ 3,055
Fidelity Investment Funds:
Magellan Fund 18,538
Equity Income Fund 9,715
Intermediate Bond Fund 702
Overseas Fund 2,120
Asset Manager Fund 4,687
Asset Manager: Growth Fund 8,673
Asset Manager: Income Fund 1,218
Short Term Bond Fund 2,056
Retirement Money Market Fund 3,200
US Equity Index Pool Fund 1,843
Other mutual funds 749
Loans to participants 1,895
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Net Assets Available for Benefits $ $ 58,451
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See notes to financial statements.
<PAGE>
THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
SIX-MONTH PERIOD ENDED JUNE 30, 1998
(All dollar amounts in thousands)
INCREASES IN PLAN ASSETS:
Contributions:
Employees $ 8,275
Rollovers 712
Employer 262
Investment Income:
Interest and dividends 1,231
Net appreciation in fair value
of investments 6,360
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Total increases 16,840
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DECREASES IN PLAN ASSETS:
Benefits paid to participants 1,015
Administrative expenses 11
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Total decreases 1,026
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TRANSFERS OUT (74,265)
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NET DECREASE IN PLAN ASSETS (58,451)
NET ASSETS - DECEMBER 31, 1997 58,451
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NET ASSETS - JUNE 30, 1998 $
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See notes to financial statements.
<PAGE>
THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998 AND DECEMBER 31, 1997 AND
THE SIX-MONTH PERIOD ENDED JUNE 30, 1998
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 period ended June 30,
1998, Mead's contributions to Rumford employees 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 to the
Mead Common Stock Fund or any of the following Fidelity Investment
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 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 The Mead Corporation.
<PAGE>
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.
Plan Merger - Effective June 30, 1998, the Plan was merged into The Mead
Salaried Savings Plan. All terms of the Plan remain the same after the
merger.
Estimates - The preparation of financial statements, in conformity with
generally accepted accounting principles, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amount
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
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, participant rollovers benefits paid to
participants, interest and dividends and net appreciation in fair value of
investments by fund are as follows for the six-month period ended June 30,
1998:
(All dollar amounts in thousands)
<PAGE>
<TABLE>
<CAPTION>
Benefits Net Appreciation
Participant Participant Paid to Interest/ in Fair Value
Contribution Rollover Participant Dividends of Investments
----------- ----------- ----------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Mead Common
Stock Fund $ 507 $ 67 $ 43 $ $ 439
Magellan Fund 2,250 195 198 570 2,856
Equity Income
Fund 1,311 57 220 212 924
Intermediate
Bond Fund 111 4 16 22 3
Overseas Fund 379 25 16 341
Asset Manager
Fund 699 97 103 80 315
Asset Manager:
Growth Fund 1,252 86 144 979
Asset Manager:
Income Fund 173 11 102 25 46
Short Term
Bond Fund 230 46 64
Retirement Money
Market Fund 735 74 125 90
US Equity Index
Pool Fund 375 53 2 366
Other mutual
funds 253 43 71 91
Loans to
participants 97
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Total $8,275 $ 712 $ 1,015 $1,231 $6,360
=======================================================
</TABLE>
All Employer contributions are made to the Mead Common Stock Fund.
<PAGE>
The Mead Savings Plan for Bargaining Unit Employees
Item 27d- Supplemental Schedule of Reportable Transactions - Single
Transactions
Six-Month Period Ended June 30, 1998
(All dollar amounts in thousands)
Sale Gain/
Description Cost Proceeds (Loss)
- --------------------------------------------------------------
Mead Common Stock Fund $ 4,325 $ 4,501 $ 176
Magellan Fund 18,242 23,585 5,343
Equity Income Fund 9,211 11,982 2,771
Asset Manager Fund 4,811 5,563 752
Asset Manager: Growth Fund 8,666 10,561 1,895
Retirement Money Market Fund 3,611 3,611 0
US Equity Index Pool Fund 2,318 2,988 670
<PAGE>
The Mead Savings Plan for Bargaining Unit Employees
Item 27d- Supplemental Schedule of Reportable Transactions - Series of
Transactions
Six-Month Period Ended June 30, 1998
(All dollar amounts in thousands)
Sales
Purchases
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Gain/
Description Number Cost Number Cost Proceeds (Loss)
- -------------------------------------------------------------------
Mead Common
Stock Fund 107 $2,049 79 $ 5,277 $ 5,543 $ 266
Magellan Fund 115 3,806 103 19,569 25,201 5,632
Equity Income
Fund 111 2,114 86 9,826 12,753 2,927
Overseas Fund 96 597 72 2,651 3,057 406
Asset Manager Fund 84 987 64 5,191 5,989 798
Asset Manager:
Growth Fund 108 1,663 89 9,324 11,316 1,992
Retirement Money
Market Fund 105 2,143 101 5,343 5,343
US Equity
Index Pool Fund 100 1,106 48 2,607 3,316 709
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-53421 on Form S-8 of our report dated October 16, 1998, accompanying
the financial statements of The Mead Savings Plan for Bargaining Unit
Employees included in the Form 10-K/A Amendment No. 3 to the Annual Report
on Form 10-K of The Mead Corporation for the six-month period ended June
30, 1998.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Dayton, Ohio
November 24, 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: November 30, 1998 By: ________________________
Gregory T. Geswein
Vice President and Controller
(principal accounting officer)
THE MEAD SAVINGS PLAN FOR
BARGAINING UNIT EMPLOYEES
JAMES D. BELL
Date: November 30, 1998 By: ________________________
James D. Bell
Director of Benefits
