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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] AMENDMENT NO. 4 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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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, 1997, to include the following
information, financial statements and exhibits required by Form 11-K with
respect to The Mead Corporation Employees Stock Purchase Plan (the "Plan") for
the years ended August 31, 1998 and 1997. The Mead Corporation is issuer of the
securities held pursuant to the Plan. The schedules called for under Article
6A-05 in Regulation S-X have been omitted because they are inapplicable or the
required information has been given in the financial statements or notes
thereto.
THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN
TABLE OF CONTENTS
________________________________________________________________
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Financial Condition as
of August 31, 1998 and 1997 2
Statements of Income and Changes in
Participants' Equity for the Years
Ended August 31, 1998, 1997 and 1996 3
NOTES TO FINANCIAL STATEMENTS 4-5
EXHIBITS:
Independent Auditors' Consent 6
Signatures 7
<PAGE>
INDEPENDENT AUDITORS' REPORT
Director of Benefits
The Mead Corporation Employees Stock Purchase Plan:
We have audited the accompanying statements of financial condition of The Mead
Corporation Employees Stock Purchase Plan (the "Plan") as of August 31, 1998 and
1997, and the related statements of income and changes in participants' equity
for each of the three years in the period ended August 31, 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, the financial statements referred to above present fairly, in
all material respects, the financial condition of the Plan at August 31, 1998
and 1997, and the results of its operations and the changes in participants'
equity for each of the three years in the period ended August 31, 1998, in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE
DELOITTE & TOUCHE LLP
November 20, 1998
Dayton, Ohio
<PAGE>
<TABLE>
<CAPTION>
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION, AUGUST 31, 1998 AND 1997
_________________________________________________________________
ASSETS 1998 1997
<S> <C> <C>
Common shares of The Mead Corporation,
at market (Note B) $1,517,615 $1,329,936
Dividends receivable 8,339 5,114
Cash 12,040 53,138
Participants' payroll receivable 20,340 50,357
The Mead Corporation match receivable 90,343
--------- ---------
$1,648,677 $1,438,545
========= =========
LIABILITIES AND PARTICIPANTS' EQUITY
Current plan year distribution due to
participating employees $1,646,952 $1,264,035
Amounts due to terminated employees and
estates of deceased employees 1,725 4,143
Advance payment of contribution from
The Mead Corporation - 128,840
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1,648,677 1,397,018
Participants' equity - 41,527
--------- ---------
$1,648,677 $1,438,545
========= =========
</TABLE>
See notes to financial statements.
<PAGE>
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
<TABLE>
<CAPTION>
STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
YEARS ENDED AUGUST 31, 1998, 1997 AND 1996
__________________________________________________________________
INCREASES IN PARTICIPANTS' 1998 1997 1996
EQUITY:
<S> <C> <C> <C>
Investment income - dividends
on Mead common shares $ 18,832 $ 12,418 $ 12,325
Unrealized appreciation (deprec.)
of Mead common shares (268,037) 203,080 42,745
Contributions and deposits:
The Mead Corporation and
subsidiaries 141,206 71,018 75,181
Participating employees 1,787,293 1,015,368 996,227
--------- --------- ---------
TOTAL INCREASES 1,679,294 1,301,884 1,126,478
--------- --------- ---------
DECREASES IN PARTICIPANTS'
EQUITY:
Cash distributions to
withdrawn, terminated or
deceased employees 32,342 29,797 29,733
Cash distributions 59,560
Mead common share distributions:
59,040 shares - 1998 1,628,919
35,638 shares - 1997 1,264,035
38,812 shares - 1996 1,110,946
--------- --------- ---------
TOTAL DECREASES 1,720,821 1,293,832 1,140,679
--------- --------- ---------
NET INCREASE (DECREASE) IN
PARTICIPANTS' EQUITY (41,527) 8,052 (14,201)
PARTICIPANTS' EQUITY -
Beginning of plan year 41,527 33,475 47,676
--------- --------- ---------
PARTICIPANTS' EQUITY -
End of plan year $ - $ 41,527 $ 33,475
--------- --------- ---------
</TABLE>
See notes to financial statements.
<PAGE>
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED AUGUST 31, 1998, 1997 AND 1996
_________________________________________________________________
A. PLAN DESCRIPTION
The Mead Corporation Employees Stock Purchase Plan (the "Plan") permits certain
employees of The Mead Corporation and subsidiaries to purchase Mead common
shares through payroll deductions. Generally, eligible participants must be
full-time hourly employees over the age of twenty-one with one year of service
and must be employed at a location specified in the Plan.
Participating employers also make contributions to the Plan on behalf of the
participants at a rate of 12.5% of participant contributions.
The Plan distributes Mead common shares to participants at or near the end of
each fiscal year. Employees who cease employment or voluntarily withdraw from
the Plan during the year receive a refund of their deposits.
Estimates - The preparation of financial statements, in confirmity 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.
<PAGE>
B. COMMON SHARES OF THE MEAD CORPORATION
The principle followed in determining the cost of securities purchased and
distributed is average cost. The Plan's transactions relating to common shares
of The Mead Corporation are as follows:
<TABLE>
<CAPTION>
Unrealized
Number Shares Appreciation Shares at
of Shares at Cost (Depreciation) Mkt Value
<S> <C> <C> <C> <C>
Balance at 8/31/95 44,030 $1,176,235 $ 175,045 $1,351,280
Shares purchased 37,800 1,029,515 =========
Shares distributed (40,122) (1,071,659) (157,990)
Appreciation 42,745
--------- --------- ---------
Balance at 8/31/96 41,708 1,134,091 59,800 $1,193,891
Shares purchased 34,600 1,043,911 =========
Shares distributed (38,812) (1,055,298) (55,648)
Appreciation 203,080
--------- --------- ---------
Balance at 8/31/97 37,496 1,122,704 207,232 $1,329,936
Shares purchased 53,580 1,719,751 =========
Shares distributed (35,638) (1,071,841) (192,194)
(Depreciation) (268,037)
--------- --------- ---------
Balance at 8/31/98 55,438 $1,770,614 $(252,999) $1,517,615
--------- --------- --------- =========
</TABLE>
C. TAXES
All of the income of this Plan will be distributed and is taxable directly to
the participants. Accordingly, no income will be taxable on the trust which
forms a part of the Plan; therefore no provision for income taxes is required
for the Plan. Under the grantor trust rules of the Internal Revenue Code
Section 671, the trust which forms a part of this Plan is not a tax paying
entity. Matching contributions are taxable as additional compensation to the
participants.
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
33-37960 and 33-59007 on Form S-8 of our report dated November 20, 1998,
accompanying the financial statements of The Mead Corporation Employees Stock
Purchase Plan included in the Form 10-K/A, Amendment No. 4, 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
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 CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
JAMES D. BELL
Date: November 30, 1998 By: ________________________
James D. Bell
Director of Benefits
