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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, 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 __.
-
_________________________
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 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 (the "Registrant") hereby amends its Annual Report on
Form 10-K for the fiscal year ended December 31, 1999, 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, 2000 and 1999.
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THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN
TABLE OF CONTENTS
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INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Financial Condition as of August 31, 2000 and 1999 2
Statements of Income and Changes in Participants' Equity for the Years Ended
August 31, 2000, 1999 and 1998 3
NOTES TO FINANCIAL STATEMENTS 4 - 5
EXHIBITS:
Independent Auditors' Consent 6
Signatures 7
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INDEPENDENT AUDITORS' REPORT
Members of The Mead Corporation Employees Stock Purchase Plan Committee
The Mead Corporation Employees Stock Purchase Plan
Dayton, Ohio
We have audited the accompanying statements of financial condition of The Mead
Corporation Employees Stock Purchase Plan (the "Plan") as of August 31, 2000 and
1999, and the related statements of income and changes in participants' equity
for each of the three years in the period ended August 31, 2000. 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 referred to above present fairly, in
all material respects, the financial condition of the Plan at August 31, 2000
and 1999, and the results of its operations and the changes in participants'
equity for each of the three years in the period ended August 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
November 16, 2000
Dayton, Ohio
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THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
AUGUST 31, 2000 AND 1999
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ASSETS 2000 1999
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Common shares of The Mead Corporation, at fair value (Note B) $1,417,577 $2,001,741
Dividends receivable 8,380 7,717
Money market fund 17,660 26,600
Participants' payroll receivable 18,629
The Mead Corporation match receivable 32,617 7,386
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$1,476,234 $2,062,073
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LIABILITIES
Current plan year distribution due to participating employees $1,472,213 $2,059,740
Amounts due to terminated employees and estates of
deceased employees 4,021 2,333
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$1,476,234 $2,062,073
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See notes to financial statements.
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THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN
STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
YEARS ENDED AUGUST 31, 2000, 1999 AND 1998
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2000 1999 1998
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INCREASES IN PARTICIPANTS' EQUITY:
Investment income - dividends on Mead common
shares $ 20,736 $ 28,870 $ 18,832
Unrealized appreciation (depreciation) of Mead
common shares (304,002) 221,852 (268,037)
Contributions and deposits:
The Mead Corporation and subsidiaries 134,313 137,917 141,206
Participating employees 1,669,767 1,700,099 1,787,293
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Total increases 1,520,814 2,088,738 1,679,294
DECREASES IN PARTICIPANTS' EQUITY:
Cash distributions to withdrawn, terminated or
deceased employees 48,601 28,998 32,342
Cash distributions 15,374 17,546 59,560
Mead common share distributions:
55,506 shares - 2000 1,456,839
53,944 shares - 1999 2,042,194
59,040 shares - 1998 1,628,919
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Total decreases 1,520,814 2,088,738 1,720,821
NET INCREASE (DECREASE) IN PARTICIPANTS'
EQUITY - - (41,527)
PARTICIPANTS' EQUITY:
Beginning of plan year - - 41,527
---------- ---------- ----------
End of plan year $ - $ - $ -
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See notes to financial statements.
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THE MEAD CORPORATION EMPLOYEES STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2000 AND 1999
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A. PLAN DESCRIPTION
The following brief description of The Mead Corporation Employees Stock Purchase
Plan (the "Plan") is provided for general information purposes only.
Participants should refer to the Plan agreement for more complete information.
The Plan permits certain employees of The Mead Corporation and subsidiaries (the
"Company") 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 and citizens of the United States of America.
Participating employers make matching contributions to the Plan on behalf of the
participants at a rate of 12.5% of participant's contributions.
The Plan distributes Mead common shares to participants at or near the end of
each Plan fiscal year. Employees who cease employment or voluntarily withdraw
from the Plan during the year receive a refund of their contributions.
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 related to common shares
of the Company are as follows:
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Unrealized Shares at
Number of Shares Appreciation Market
Shares at Cost (Depreciation) Value
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BALANCE - AUGUST 31, 1997 37,496 $ 1,122,704 $ 207,232 $1,329,936
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Shares purchased 53,580 1,719,751
Shares distributed (35,638) (1,071,841) (192,194)
Depreciation (268,037)
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BALANCE - AUGUST 31, 1998 55,438 1,770,614 (252,999) $1,517,615
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Shares purchased 57,250 1,937,927
Shares distributed (59,040) (1,898,110) 222,457
Appreciation 221,852
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BALANCE - AUGUST 31, 1999 53,648 1,810,431 191,310 $2,001,741
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Shares purchased 53,166 1,762,974
Shares distributed (53,944) (1,853,280) (189,856)
Depreciation (304,002)
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BALANCE - AUGUST 31, 2000 52,870 $ 1,720,125 $(302,548) $1,417,577
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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.
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Form S-8 Registration
Statements (Nos. 33-37960, 33-59007 and 333-36724) of our report dated November
16, 2000, accompanying the financial statements of The Mead Corporation
Employees Stock Purchase Plan included in this 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, 1999.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
November 17, 2000
Dayton, Ohio
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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)
/s/ PETER H. VOGEL, JR.
Date: November 22, 2000 By: ------------------------------------
Peter H. Vogel, Jr.
Vice President, Finance and Treasurer
(Principal Accounting Officer)
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
/s/ JAMES D. BELL
Date: November 22, 2000 By: ------------------------------------
James D. Bell
Director of Benefits
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