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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, 1998
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
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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 22, 1999, the aggregate market value of the voting
shares held by non-affiliates of the Registrant was approximately
$3,054,060,558 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 23, 1999 was
101,916,102.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held on April 22, 1999, are incorporated by
reference in Part III; definitive copies of said Proxy Statement were
filed with the Securities and Exchange Commission on March 9, 1999.
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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, 1998 to include the following
information and financial statements required by Form 11-K with respect to
The Mead 401(k) Plan (the "Plan") for the year ended December 31, 1998.
THE MEAD 401(k) 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, 1998 and 1997 2
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1998 3
NOTES TO FINANCIAL STATEMENTS 4-6
SUPPLEMENTAL SCHEDULES:
Schedule of Assets Held for Investment as of
December 31, 1998 7-9
Schedule of Reportable Transactions for the
Year Ended December 31, 1998 10
SIGNATURES 11
EXHIBIT-
Independent Auditors' Consent 12
<PAGE>
INDEPENDENT AUDITORS' REPORT
Members of the Corporate Benefits Committee
The Mead 401(k) Plan
Dayton, Ohio
We have audited the accompanying statements of net assets available for
benefits of The Mead 401(k) Plan (the "Plan") as of December 31, 1998 and
1997, and the related statement of changes in net assets available for
benefits for the year ended December 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December
31, 1998 and 1997, and the changes in net assets available for benefits
for the year ended December 31, 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
of (1) assets held for investment as of December 31, 1998, and (2)
reportable transactions in excess of five percent of the current value of
plan assets for the year ended December 31, 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 1998 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
May 7, 1999
<PAGE>
THE MEAD 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
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(All dollar amounts in thousands)
1998 1997
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ASSETS
Investments:
Mead Common Stock Fund $ 137,040 $ 141,275
Fidelity Investment Funds:
Magellan Fund 129,002 85,399
Equity Income Fund 63,320 55,136
Intermediate Bond Fund 6,562 5,232
Overseas Fund 15,663 13,846
Asset Manager Fund 37,811 32,564
Asset Manager: Growth Fund 63,428 50,661
Asset Manager: Income Fund 9,294 7,137
Short Term Bond Fund 13,892 12,164
Retirement Money Market Fund 18,955 12,097
US Equity Index Pool Fund 22,995 15,365
Other mutual funds 22,509 3,892
Loans to participants 11,641 9,689
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Net Assets Available for Benefits $ 552,112 $ 444,457
======================
See notes to financial statements.
<PAGE>
THE MEAD 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1998
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(All dollar amounts in thousands)
INCREASES IN PLAN ASSETS:
Contributions:
Employees $ 34,013
Rollovers 9,847
Employer 11,487
Investment income:
Interest and dividends 30,047
Net appreciation in fair value
of investments 43,946
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Total increases 129,340
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DECREASES IN PLAN ASSETS:
Benefits paid to participants (95,886)
Administrative expenses (64)
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Total decreases (95,950)
TRANSFERS FROM MERGED PLAN 74,265
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NET INCREASE IN PLAN ASSETS 107,655
NET ASSETS - DECEMBER 31, 1997 444,457
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NET ASSETS - DECEMBER 31, 1998 $ 552,112
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See notes to financial statements.
<PAGE>
THE MEAD 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997 AND
YEAR ENDED DECEMBER 31, 1998
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A. PLAN DESCRIPTION
The following description of The Mead 401(k) 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. 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 up to a certain percentage of compensation as a contribution
to the Plan each year. Mead may make matching contributions each year, in
accordance with the provisions set forth in the Plan document. Employee
and employer contributions and actual earnings thereon are at all times
fully vested and nonforfeitable. The following represents the maximum
allowable employee contribution percentage and the maximum Mead match
percentage of participants eligible gross pay, by employee group:
Maximum
Employee Group Contribution Mead's Match
------------------------------------------------------------
Salaried Employees 20% 100% on first 3% of gross pay,
50% on next 2% of gross pay
Hourly Employees
(excluding Rumford) 20% None
Hourly Employees (Rumford only) 16% 50% on first 4% of gross pay
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.
<PAGE>
Plan Merger - Effective June 30, 1998, The Mead Savings Plan for
Bargaining Unit Employees was merged into the Mead Salaried Savings Plan
and the name of the Plan was changed to The Mead 401(k) 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.
<PAGE>
D. FUND INFORMATION
Participant contributions, participant rollovers, transfer in, 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, 1998:
(All dollar amounts in thousands)
<TABLE>
<CAPTION>
Participant Participant Transfer
contributions rollovers In
------------------ -------------- ---------------
<S> <C> <C> <C>
Mead Common Stock Fund $ 3,072 $ 286 $ 4,501
Magellan Fund 8,381 1,916 23,582
Equity Income Fund 4,923 1,304 11,982
Intermediate Bond Fund 518 174 761
Overseas Fund 1,688 282 2,721
Asset Manager Fund 2,682 638 5,563
Asset Manager: Growth Fund 5,506 1,787 10,564
Asset Manager: Income Fund 666 274 1,365
Short Term Bond Fund 954 59 2,210
Retirement Money Market Fund 1,915 1,071 3,615
US Equity Index Pool Fund 2,125 1,206 2,988
Other Mutual Funds 1,583 850 1,955
Loans to participants 2,458
------------------ -------------- ---------------
Total $ 34,013 $ 9,847 $ 74,265
================== ============== ===============
Net appreciation
Benefits (depreciation)
paid to Interest and in fair value
participants dividends of investments
------------------ ------------- ----------------
Mead Common Stock Fund $ 31,844 $ 2 $ 10,864
Magellan Fund 16,401 5,737 24,406
Equity Income Fund 11,461 3,613 2,620
Intermediate Bond Fund 1,255 367 54
Overseas Fund 2,462 313 1,167
Asset Manager Fund 5,749 6,853 (1,766)
Asset Manager: Growth Fund 9,912 8,932 277
Asset Manager: Income Fund 1,428 759 56
Short Term Bond Fund 1,825 770 16
Retirement Money Market Fund 6,716 826
US Equity Index Pool Fund 3,068 4,624
Other Mutual Funds 2,701 850 1,628
Loans to participants 1,064 1,025
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Total $ 95,886 $ 30,047 $ 43,946
================== ============= ===============
</TABLE>
All Employer contributions are made to the Mead Common Stock Fund.
<PAGE>
The Mead 401(k) Plan
Item 27a - Supplemental Schedule of Assets Held for Investment
December 31, 1998
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(All dollar amounts in thousands)
Market
Units Cost Value
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Mead Common Stock Fund 9,015,772 $101,111 $ 137,040
Fidelity Investment Funds:
Magellan 1,067,718 94,549 129,002
Equity Income 1,139,877 51,134 63,320
Intermediate Bond 638,965 6,483 6,562
Overseas 435,326 14,164 15,663
Asset Manager 2,174,268 36,341 37,811
Asset Manager: Growth 3,395,519 57,875 63,428
Asset Manager: Income 754,356 8,860 9,294
Short Term Bond 1,594,901 14,118 13,892
Retirement Money Market 18,954,857 18,955 18,955
U.S. Equity Index Pool 660,013 16,597 22,995
Other mutual funds:
Fidelity Investment Funds:
Aggressive Growth 3,223 96 102
Balanced 2,446 39 40
Blue Chip Growth 10,273 469 518
Canada 56 1 1
Capital Appreciation 3,624 71 80
Cap & Inc 2,066 20 19
Contrafund 12,767 661 725
Conv Sec 32 1 1
Disciplined Equity 2,312 68 68
Diversified International 3,288 57 58
Dividend Growth 67,534 1,779 1,940
Emerging Markets 3,082 22 22
Equity Income II 13,975 412 419
Europe 12,581 408 421
Europe Capital Appreciation 5,963 101 106
Export & Multinational 4,567 83 91
Fidelity Fund 11,289 371 414
Fifty 1,194 20 20
France 712 11 12
Freedom 2000 117 1 1
Freedom 2010 738 9 10
Freedom 2020 2,650 34 37
Freedom 2030 2,211 28 31
Germany 4,568 72 72
Ginnie Mae 1,570 17 17
Global Balanced 395 6 7
Government Securities 6,179 63 63
Growth & Income 32,836 1,380 1,505
Growth Company 6,025 278 307
Hong Kong & China 2,065 19 21
Inst Sh-Int Government 626 6 6
International Bond 876 8 8
International Gr & Inc. 2
International Value 751 10 10
Investment Grade Bond 14,611 107 108
Japan 1,934 20 22
<PAGE>
Large Cap Stock 73 1 1
Latin America 705 10 7
Low-Priced Stock 30,332 759 693
Mid-Cap Stock 3,682 62 66
New Market Income 2,224 27 20
Nordic 3,544 60 65
OTC Portfolio 6,839 255 298
Puritan 10,619 213 213
Real Estate Investment 6,257 122 97
Retirement Government 602,492 602 602
Retirement Growth 526 10 11
Small-Cap Stock 3,510 50 50
Southeast Asia 820 6 7
Stock Selector 250 7 7
TechnoQuant 215 3 3
Trend 13 1 1
U.S. Bond Index 10,503 114 116
Utilities 11,526 240 267
Value 1,485 79 69
Worldwide 2,065 34 34
Other Funds:
Alger Capital Appreciation 481 5 5
AMR Balanced 76 1 1
AMR Growth & Income 2,796 59 53
AMR International Equity 66 1 1
AMR Short Term Bond 47
Ariel Growth 267 11 11
Baron Asset 231 10 12
Calvert Cap Acc 33 1 1
Calvert Newvis Small CP 7
Founders Balanced 5,040 60 61
Founders Blue Chip 286 2 2
Founders Frontier 220 6 5
Founders Growth 11,371 213 232
Founders Worldwide 64 1 1
INVESCO Dynamics 7,480 109 118
INVESCO Growth 950 6 6
INVESCO High Yield 21,725 146 140
INVESCO Industrial Income 3,184 48 48
INVESCO Select Income 4,860 33 32
INVESCO Small Company Growth 3,254 35 38
INVESCO Total Return 7,496 226 235
INVESCO Value Equity 91 3 3
Janus Balanced 16,206 280 318
Janus Enterprise 1,408 46 51
Janus Flex Income 10,442 105 104
Janus Fund 17,242 484 580
Janus Mercury 10,025 222 242
Janus Twenty 89,732 3,865 4,782
Janus Worldwide 41,171 1,788 1,949
MAS Fixed Income Portfolio 149 2 2
MAS High Yield Portfolio 328 3 3
MAS Mid Cap Growth 8,872 188 188
MAS Value Portfolio 9,110 163 131
Morgan Stanley Active 103 1 1
Morgan Stanley Emerging 804 8 8
Morgan Stanley Emerging 664 5 5
Morgan Stanley Global 817 15 17
MSIF Equity Growth 15
NB Focus Trust 2,345 50 54
NB Genesis Trust 34,751 749 707
NB Guardian Trust 1,713 30 28
<PAGE>
NB Manhattan Trust 35 1 1
NB Partners Trust 23,897 440 432
PBHG Emerging Growth 460 11 11
PBHG Growth 2,442 60 62
PIMCO Capital Appreciation 13,696 330 340
PIMCO Global Bond 81 1 1
PIMCO High Yield 12,533 143 142
PIMCO Long-Term US Gov 458 5 5
PIMCO Low Duration 5,032 51 51
PIMCO Mid-Cap Growth 13,813 311 318
PIMCO Total Return 23,544 255 248
Strong Advantage 5,006 50 50
Strong Schaver Value 178 10 11
Strong Discovery 1,893 35 34
Strong Government Security 893 10 10
Strong Growth 1,826 36 42
Strong Opportunity 3,549 144 137
Strong Short-Term Bond 234 2 2
Strong Total Return 365 11 13
Templeton Developing Markets 6,539 78 67
Templeton Foreign I 9,778 94 82
Templeton Foreign Small C 39 1 1
Templeton Global Bond 1,020 10 10
Templeton Growth I 3,453 65 57
Templeton World I 7,270 121 116
UAM/FMA Small Company 17
UAM/RHJ Small Cap 8
USAA Cornerstone Strategy 77 2 2
USAA Emerging Market 71 1 1
USAA GNMA Trust 52 1 1
USAA Growth 3
USAA Income 564 7 7
USAA Income Stock 1,271 23 25
USAA International 153 3 3
Warburg Capital Appreciation 2,381 48 53
Warburg Emerging Growth 1,481 58 59
Warburg Global Fixed 76 1 1
Warburg Growth & Inc 1,260 22 23
Warburg International Equity 72 1 1
Warburg Small Co. Value 417 6 6
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Total other mutual funds 20,831 22,509
Loans to participants - 2,164
with interest rates from 6.25%
to 10.75% 11,641 11,641
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$452,659 $ 552,112
=====================
<PAGE>
The Mead Salaried Savings Plan
Item 27d- Supplemental Schedule of Reportable Transactions - Series of
Transactions
Year Ended December 31, 1998
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(All dollar amounts in thousands)
Purchases Sales
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Gain/
Number Cost Number Cost Proceeds (Loss)
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Mead Common Stock Fund 251 $56,915 244 $59,548 $71,837$12,289
Magellan Fund 251 55,553 244 30,357 36,356 5,999
Equity Income Fund 251 32,491 241 22,619 26,926 4,307
Asset Manager 251 17,113 230 8,752 10,100 1,348
Asset Manager Growth Fund 251 30,189 240 14,804 17,700 2,896
Retirement Money Market Fund 250 50,377 240 43,519 43,519
U.S. Equity Index Pool 247 14,460 206 9,633 11,454 1,821
<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)
TIMOTHY R. MCLEVISH
Date: May 13, 1999 By: ________________________
Timothy R. McLevish
Vice President, Finance
(Chief Accounting Officer)
THE MEAD 401K PLAN
JAMES D. BELL
Date: May 13, 1999 By: ________________________
James D. Bell
Director of Benefits
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
Nos. 33-37961, 33-47580 and 33-53421 on Form S-8 of our report dated May
7, 1999, accompanying the financial statements of The Mead 401(k) 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, 1998.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Dayton, Ohio
May 10, 1999
