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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, 1999
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 __.
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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. [ ]
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As of January 25, 2000, the aggregate market value of the voting shares
held by non-affiliates of the Registrant was approximately $3,820,778,508
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 March 1, 2000 was
102,791,099.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held on April 27, 2000, are incorporated by
reference in Part III; definitive copies of said Proxy Statement were filed with
the Securities and Exchange Commission on March 8, 2000.
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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, 1999 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, 1999.
THE MEAD 401(k) PLAN
TABLE OF CONTENTS
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<TABLE>
<CAPTION>
Page
<S> <C>
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998 AND FOR THE
YEAR ENDED DECEMBER 31, 1999:
Statements of Net Assets Available for Benefits 4
Statement of Changes in Net Assets Available for Benefits 5
NOTES TO FINANCIAL STATEMENTS 6 - 9
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1999 AND FOR THE YEAR
THEN ENDED:
Schedule of Assets Held for Investment Purposes at End of Year 10 - 13
Schedule of Reportable Transactions 14
SIGNATURES 15
EXHIBIT-
Independent Auditors' Consent 16
</TABLE>
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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, 1999 and 1998, and the
related statement of changes in net assets available for benefits for the year
ended December 31, 1999. 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 auditing standards generally accepted
in the United States of America. 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, 1999
and 1998, and the changes in net assets available for benefits for the year
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes at end of year and reportable transactions 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.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Dayton, Ohio
May 8, 2000
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THE MEAD 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
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(All dollar amounts in thousands)
<TABLE>
<CAPTION>
ASSETS 1999 1998
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<S> <C> <C>
Investments:
Mead Common Stock Fund $ 184,690 $ 137,040
Fidelity Investment Funds:
Asset Manager Fund 38,944 37,811
Asset Manager Growth Fund 64,661 63,428
Asset Manager Income Fund 8,237 9,294
Equity Income Fund 56,791 63,320
Intermediate Bond Fund 6,213 6,562
Magellan Fund 154,393 129,002
Overseas Fund 19,444 15,663
Retirement Money Market Fund 29,904 18,955
Short Term Bond Fund 12,885 13,892
US Equity Index Pool Fund 27,753 22,995
Other mutual funds (each less than 5% of
total net assets available for benefits) 72,452 22,509
Loans to participants 12,754 11,641
--------- ---------
Net Assets Available for Benefits $ 689,121 $ 552,112
========= =========
</TABLE>
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THE MEAD 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1999
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(All dollar amounts in thousands)
INCREASES IN PLAN ASSETS:
Contributions:
Employees $ 39,047
Rollovers 3,233
Employer 11,060
Investment income:
Interest and dividends 35,639
Net appreciation in fair value of investments 109,452
--------
Total increases 198,431
--------
DECREASES IN PLAN ASSETS:
Benefits paid to participants (61,313)
Administrative expenses (109)
--------
Total decreases (61,422)
--------
NET INCREASE IN PLAN ASSETS 137,009
NET ASSETS - DECEMBER 31, 1998 552,112
--------
NET ASSETS - DECEMBER 31, 1999 $689,121
========
See notes to financial statements.
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THE MEAD 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998 AND
YEAR ENDED DECEMBER 31, 1999
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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 ("Mead"). 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. All employer contributions are made to the Mead Common Stock
Fund. 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
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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) 20% 50% on first 6% of gross pay
Investment options - Participants can direct their contributions among the
following funds of the Plan:
Asset Manager Fund Mead Common Stock Fund
Asset Manager Growth Fund Overseas Fund
Asset Manager Income Fund Retirement Money Market Fund
Equity Income Fund Short Term Bond Fund
Intermediate Bond Fund U.S. Equity Index Pool Fund
Magellan Fund
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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 and the provisions of ERISA. 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.
Participant Loans - Participants may borrow from their fund accounts a minimum
of $500 up to a maximum of $50,000 less the highest outstanding loan balance
during the previous 12 months, or 50% of their account balance, whichever is
less. The loans are secured by the balance in the participant's account. The
interest rate is fixed and is determined at the time of the loan and is based on
market rates for secured loans.
Payment of Benefits - Upon termination of service due to death, the named
beneficiary may receive the value of the vested interest in the participant's
account as a lump-sum distribution. For termination of service for other
reasons, a participant may receive the value of the vested interest in his or
her account as a lump-sum distribution. If the account balance is greater than
$5,000, the participant may elect to have all or a portion of the account
balance distributed.
B. SIGNIFICANT ACCOUNTING POLICIES
Recent Accounting Pronouncements - In September 1999, the American Institute of
Certified Public Accountant's Accounting Standards Executive Committee issued
Statement of Position ("SOP") 99-3, Accounting for and Reporting of Certain
Defined Contribution Plan Investments and Other Disclosure Matters, which
simplifies disclosures for certain investments. The Plan has applied the
provisions of SOP 99-3 in these financial statements.
Estimates - The preparation of financial statements, in conformity with
accounting principles generally accepted in the United States of America,
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and changes therein at the date of the
financial statements and during the reporting period. Actual results could
differ from those estimates.
Investment Valuation - The Plan's investments are stated at fair value as
measured by readily available market prices. Participant loans are valued at
cost, which approximates fair value.
Payment of Benefits - Benefits are recorded when paid.
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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. RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Fidelity
Investments. Fidelity Management Trust Company is the trustee as defined by the
Plan and, therefore, these transactions qualify as party-in-interest
transactions.
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E. NONPARTICIPANT-DIRECTED INVESTMENTS
As the employer's contribution to the plan is automatically invested in the
employer's stock fund, the Mead Stock Fund is thus considered a non-participant
directed investment. As such, SOP 99-3 only requires the disclosure of changes
in net assets information for this fund.
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investment in the Mead
Stock Fund is as follows:
(All dollar amounts in thousands)
INCREASES IN FUND ASSETS:
Contributions:
Employees $ 2,333
Rollovers 53
Employer 11,060
Investment income:
Net appreciation in fair value 65,226
---------
Total increases 78,672
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DECREASES IN FUND ASSETS:
Benefits paid to participants (19,470)
Administrative expenses (7)
Transfers to participant-directed investments - net (11,545)
---------
Total decreases (31,022)
---------
NET INCREASE IN FUND ASSETS 47,650
NET ASSETS - DECEMBER 31, 1998 137,040
---------
NET ASSETS - DECEMBER 31, 1999 $ 184,690
=========
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THE MEAD 401(k) PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 1999
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(All dollar amounts in thousands)
<TABLE>
<CAPTION>
(e) Current
(a) (c) Description of Investments (d) Cost Value
<S> <C> <C>
Mead Common Stock Fund $ 96,343 $ 184,690
Fidelity Investment Funds:
* Asset Manager Fund 35,808 38,944
* Asset Manager: Growth Fund 57,205 64,661
* Asset Manager: Income Fund 7,978 8,237
* Equity Income Fund 49,690 56,791
* Intermediate Bond Fund 6,430 6,213
* Magellan Fund 109,540 154,393
* Overseas Fund 13,903 19,444
* Retirement Money Market Fund 29,904 29,904
* Short Term Bond Fund 13,363 12,885
* U.S. Equity Index Pool Fund 18,452 27,753
Other mutual funds:
Fidelity funds:
* Aggressive Growth 2,906 3,652
* Aggressive International 65 79
* Balanced 112 104
* Blue Chip Growth 1,016 1,204
* Canada 7 9
* Capital Appreciation 124 166
* Cap & Inc 551 546
* Contrafund 1,266 1,349
* Disciplined Equity 22 23
* Diversified International 92 121
* Dividend Growth 3,296 3,362
* Emerging Markets 52 62
* Equity Income II 376 354
* Europe 321 357
* Europe Capital Appreciation 107 127
* Export & Multinational 120 145
* Fidelity Fund 714 850
* Fifty 229 260
* Freedom 2000 4 4
* Freedom 2010 27 30
* Freedom 2020 51 62
* Freedom 2030 34 40
* Freedom Income 1 1
* Germany 55 61
* Ginnie Mae 53 52
* Global Balanced 59 61
* Government Securities 165 156
* Growth & Income 1,862 1,992
* Growth Company 852 1,205
* Hong Kong & China 159 190
* Inst Sh-Int Government 11 11
* International Bond 4 4
* International Gr & Inc. 51 55
* Investment Grade Bond 45 43
</TABLE>
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THE MEAD 401(k) PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 1999
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(All dollar amounts in thousands)
<TABLE>
<CAPTION>
(e) Current
(a) (c) Description of Investments (d) Cost Value
<S> <C> <C>
* Japan 168 226
* Japan Small Co 1,021 1,322
* Large Cap Stock 80 96
* Latin America 78 126
* Low-Priced Stock 556 515
* Mid-Cap Stock 140 168
* New Market Income 55 58
* Nordic 69 112
* OTC Portfolio 816 1,218
* Pac Basin 100 132
* Puritan 378 358
* Real Estate Investment 114 91
* Retirement Government Money Market 1,852 1,852
* Retirement Growth 72 86
* Small-Cap Stock 51 60
* Southeast Asia 40 58
* Stock Selector 9 9
* TechnoQuant 21 23
* Trend 1 1
* U.S. Bond Index 622 590
* United King 1 1
* Utilities 564 630
* Value 147 130
* Worldwide 78 89
Other Funds:
Alger Capital Appreciation 779 968
Alger Small Cap RTM 196 243
Alger Mid Cap Growth 81 99
AMR Balanced 3 3
AMR Large Cap Value 5 4
AMR International Equity 1 1
AMR Short Term Bond 153 152
Ariel 30 24
Ariel Appreciation 37 31
Ariel Premier Bond 1 1
Baron Asset 89 102
Baron Growth 12 14
Calvert Newvis Small CP 0 1
Domini Social Equity Index 118 135
Founders Balanced 77 68
Founders Discovery 34 36
Founders G & I 14 14
Founders Growth 281 340
Founders MC Growth 1 1
Founders Passport 11 12
Founders Worldwide 17 18
Franklin Sm Cap Grth 32 47
INVESCO Dynamics 341 488
INVESCO Growth 101 108
INVESCO High Yield 202 196
INVESCO Equity Income 69 68
INVESCO Select Income 14 13
INVESCO Small Company Growth 238 339
INVESCO Total Return 175 168
INVESCO Value Equity 9 8
</TABLE>
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THE MEAD 401(k) PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 1999
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(All dollar amounts in thousands)
<TABLE>
<CAPTION>
(e) Current
(a) (c) Description of Investments (d) Cost Value
<S> <C> <C>
Janus Balanced 823 960
Janus Enterprise 2,162 2,800
Janus Flex Income 192 189
Janus Fund 2,329 2,687
Janus Mercury 7,573 9,426
Janus Twenty 12,849 18,036
Janus Worldwide 3,911 5,738
MAS Balanced Adviser 65 61
MAS Fixed Income Adv 48 47
MAS High Yield Adv 45 43
MAS Mid Cap Growth 541 686
MAS Value Adv 59 45
Montgomery Intl Sm Cap 1 1
Morgan Stanley Active International B 4 5
Morgan Stanley Emerging Markets B 12 23
Morgan Stanley Sm Co Growth B 231 302
Morgan Stanley Global Equity B 20 18
MSDW Equity Growth B 22 24
NB Focus Trust 14 19
NB Genesis Trust 304 309
NB Guardian Trust 48 41
NB Manhattan Trust 2 3
NB Partners Trust 204 197
PBHG Emerging Growth 4 6
PBHG Growth 111 172
PIMCO Capital Appreciation 193 198
PIMCO Global Bond 3 3
PIMCO High Yield 251 240
PIMCO Long-Term US Govt 4 4
PIMCO Low Duration 64 63
PIMCO Mid-Cap Growth 170 197
PIMCO Total Return 217 205
Strong Advantage 5 5
Strong Common Stock 1 1
Strong Government Securities 11 11
Strong Growth 179 240
Strong Opportunity 194 206
Strong Schafer Value 11 10
Strong Short-Term Bond 3 3
Strong Total Return 47 51
Templeton Developing Markets I 99 132
Templeton Foreign A 90 106
Templeton Foreign Small Co. 1 1
Templeton Global Bond 37 34
Templeton Growth A 128 146
Templeton World A 61 68
(OF11) UAM/FMA Small Company 8 9
(OFDO) UAM/FMA Small Company 1 1
</TABLE>
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THE MEAD 401(k) PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES AT THE END OF YEAR
DECEMBER 31, 1999
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(All dollar amounts in thousands)
<TABLE>
<CAPTION>
(e) Current
(a) (c) Description of Investments (d) Cost Value
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<S> <C> <C>
UAM/RHJ Small Cap 0 1
USAA Cornerstone Strategy 1 1
USAA Emerging Markets 4 4
USAA GNMA Trust 3 3
USAA Income 3 3
USAA Income Stock 26 25
USAA International 75 77
Warburg Capital Appreciation 56 70
Warburg Emerging Growth 51 64
Warburg Global Fixed Income 22 22
Warburg Value Common 20 17
Warburg International Equity 2 2
Warburg Small Co. Value 1 1
-------- --------
Total other mutual funds 58,579 72,452
-------- --------
Loans to participants - 2,137
with interest rates from 6.25%
to 10.75% 12,754 12,754
======== ========
$509,949 $689,121
======== ========
</TABLE>
* Party-in-Interest
Column (b) is omitted as the identity of the issue, borrower, lessor, or similar
party is disclosed within the body of the schedule.
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THE MEAD 401(k) PLAN
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1999
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<TABLE>
<CAPTION>
(h)
(b) Current Value
(a) Description (c) (d) (g) of Asset on (i)
Identity of of Purchase Selling Cost of Transaction Net Gain/
Party Involved Asset Price Price Asset Date (Loss)
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<S> <C> <C> <C> <C> <C> <C>
Type (iii) Series transactions in excess of five percent of assets
The Mead Mead Common
Corporation Stock Fund $ 73,971 $ 91,546 $ 78,739 $ 165,517 $ 12,807
</TABLE>
There were no type (i), (ii), or (iv) reportable transactions during the year
ended December 31, 1999.
Columns (e) and (f) have been omitted because they are not applicable.
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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)
Date: May 10, 2000 By: /s/ Peter H. Vogel
-------------------------------------
Peter H. Vogel, Jr.
Vice President, Finance and Treasurer
(Principal Accounting Officer)
THE MEAD 401(k) PLAN
/s/ James D. Bell
Date: May 10, 2000 By: -------------------------------------
James D. Bell
Director of Benefits
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Form S-8 Registration
Statements (Nos. 33-37961, 33-47580 and 33-53421) of our report dated May 8,
2000 accompanying the financial statements of The Mead 401(k) Plan included in
this 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, 1999.
/s/ DELOITTE & TOUCHE LLP
- -----------------------------
DELOITTE & TOUCHE LLP
Dayton, Ohio
May 8, 2000
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