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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, 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 year ended December 31, 1997.
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 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 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, 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 SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
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 $ 3,055 $ 1,068
Fidelity Investment Funds:
Magellan Fund 18,538 12,173
Equity Income Fund 9,715 5,239
Intermediate Bond Fund 702 420
Overseas Fund 2,120 1,427
Asset Manager Fund 4,687 2,636
Asset Manager: Growth Fund 8,673 4,869
Asset Manager: Income Fund 1,218 765
Short Term Bond Fund 2,056 1,787
Retirement Money Market Fund 3,200 1,722
US Equity Index Pool Fund 1,843 508
Other mutual funds 749
Loans to participants 1,895 993
--------- --------
Net Assets Available for Benefits $ 58,451 $ 33,607
========= ========
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, 1997
(All dollar amounts in thousands)
INCREASES IN PLAN ASSETS:
Contributions:
Employees $ 14,306
Rollovers 2,604
Employer 671
Investment Income:
Interest and dividends 3,561
Net appreciation in fair value
of investments 5,106
---------
Total increases 26,248
---------
DECREASES IN PLAN ASSETS:
Benefits paid to participants 1,388
Administrative expenses 16
---------
Total decreases 1,404
---------
NET INCREASE IN PLAN ASSETS 24,844
NET ASSETS - DECEMBER 31, 1996 33,607
---------
NET ASSETS - DECEMBER 31, 1997 $ 58,451
=========
See notes to financial statements.
<PAGE>
THE MEAD SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996 AND
YEAR ENDED DECEMBER 31, 1997
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,
1997, 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
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 $ 571 $ 104 $ 18 $ $ (144)
Magellan Fund 4,040 445 416 1,146 2,357
Equity Income Fund 2,247 367 238 492 1,435
Intermediate Bond Fund 224 51 43 35 8
Overseas Fund 785 137 36 103 60
Asset Manager Fund 1,256 317 124 391 357
Asset Manager: Growth Fund 2,207 463 131 895 695
Asset Manager: Income Fund 335 123 46 76 45
Short Term Bond Fund 463 1 105 120
Retirement Money Market Fund 1,597 433 185 144
US Equity Index Pool Fund 557 163 5 318
Other mutual funds 24 30 (25)
Loans to participants 41 129
------- ------ ------ ------ ------
Total $14,306 $2,604 $1,388 $3,561 $5,106
======= ====== ====== ====== ======
</TABLE>
All Employer contributions are made to the Mead Common Stock Fund.
<PAGE>
<PAGE>
The Mead Savings Plan for Bargaining Unit Employees
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 214,255 $ 3,228 $ 3,055
Fidelity Investment Funds:
Magellan 194,582 15,762 18,538
Equity Income 185,370 7,712 9,715
Intermediate Bond 69,063 696 702
Overseas 65,135 2,055 2,120
Asset Manager 255,396 4,204 4,687
Asset Manager: Growth 469,329 7,660 8,673
Asset Manager: Income 99,992 1,155 1,218
Short Term Bond 236,325 2,084 2,056
Retirement Money Market 3,200,279 3,200 3,200
U.S. Equity Index Pool 68,111 1,500 1,843
Other Mutual Funds:
Fidelity funds:
Blue Chip Growth 179 7 7
Capital Appreciation 67 1 1
Contrafund 1,043 51 49
Disciplined Equity 104 3 3
Dividend Growth 994 23 23
Emerging Markets 876 8 8
Fidelity Fifty 165 3 3
Fidelity Fund 43 1 1
Freedom 2020 11
Ginnie Mae 48 1 1
Growth & Income 843 31 32
Hong Kong & China 699 8 8
Investment Grade Bond 135 1 1
Japan Small Companies 586 3 3
Latin America 88 2 2
Low-Priced Stock 6,067 153 153
Mid-Cap Stock 40 1 1
Real Estate Investment 40 1 1
Retirement Government
Money Market 48,150 48 48
Small-Cap Stock 731 12 12
Southeast Asia 364 3 3
Stock Selector 24 1 1
TechnoQuant 2,206 27 26
U.S. Bond Index 1
Utilities 117 2 2
Value 183 11 10
Other Funds:
Founders Growth 133 3 2
INVESCO Dynamics 10
INVESCO Small Company Growth 60 1 1
Janus Fund 58 2 1
Janus Mercury 1,053 20 17
Janus Twenty 193 7 6
Janus Worldwide 2,559 101 96
MAS High Yield Portfolio 92 1 1
MAS Mid Cap Growth 823 17 15
<PAGE>
MAS Value Portfolio 551 11 10
Morgan Stanley Emerging Growth 11
Morgan Stanley Global Equity 7
N&B Genesis Trust 4,832 108 107
N&B Partners Trust 2,800 53 49
PBHG Emerging Growth 210 5 5
PBHG Growth 56 2 1
PIMCO Capital Appreciation 650 15 15
PIMCO High Yield 110 1 1
PIMCO Mid-Cap Growth 589 14 13
Strong Advantage 185 2 2
Templeton Foreign I 272 3 3
Templeton World I 277 5 5
Warburg Capital Appreciation 7
-------- --------
Total other mutual funds 773 749
Loans to participants - 533 loans
with interest rates from 6.25%
to 10.75% 1,895 1,895
-------- --------
$ 51,924 $ 58,451
======== ========
<PAGE>
The Mead Savings Plan for Bargaining Unit Employees
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 207 $ 3,332 133 $ 1,200 $124
Magellan Fund 246 6,894 217 2,894 333
Equity Income Fund 232 4,449 171 1,405 191
Overseas Fund 200 1,527 140 894 59
Asset Manager Fund 167 2,121 95 426 52
Asset Manager: Growth Fund 216 4,257 154 1,147 143
Retirement Money Market Fund 207 4,219 204 2,739
US Equity Index Pool 194 1,615 87 598 54
</TABLE>
<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 April 3, 1998, 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, 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 SAVINGS PLAN FOR
BARGAINING UNIT EMPLOYEES
JAMES D. BELL
Date: May 12, 1998 By: ________________________
James D. Bell
Director of Benefits
