================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] AMENDMENT NO. 3 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
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 24, 1997, the aggregate market value of the voting shares held
by non-affiliates of the Registrant was approximately $3,148,633,552
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 25, 1997 was 52,236,180.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held on April 24, 1997, are incorporated by
reference in Part III; definitive copies of said Proxy Statement were filed with
the Securities and Exchange Commission on March 12, 1997.
================================================================================
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, 1996, 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, 1997 and 1996. 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, 1997 and 1996 2
Statements of Income and Changes in
Participants' Equity for the Years
Ended August 31, 1997, 1996 and 1995 3
NOTES TO FINANCIAL STATEMENTS 4-5
EXHIBITS:
Independent Auditors' Consent 6
Signatures 7
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 as of August 31, 1997 and
1996, and the related statements of income and changes in participants'
equity for each of the three years in the period ended August 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, the financial statements referred to above present fairly,
in all material respects, the financial condition of The Mead Corporation
Employees Stock Purchase Plan at August 31, 1997 and 1996, and the results
of its operations and the changes in participants' equity for each of the
three years in the period ended August 31, 1997, in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
October 29, 1997
Dayton, Ohio
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION, AUGUST 31, 1997 AND 1996
___________________________________________________________________
ASSETS 1997 1996
Common shares of The Mead Corporation,
at market (Note B) $1,329,936 $1,193,891
Dividends receivable 5,114 5,926
Cash 53,138 97,714
Participants' payroll deductions
receivable 50,357 25,962
---------- ----------
$1,438,545 $1,323,493
========== ==========
LIABILITIES AND PARTICIPANTS' EQUITY
Current plan year distribution due to
participating employees $1,264,035 $1,110,946
Amounts due to terminated employees and
estates of deceased employees 4,143 3,928
Advance payment of contribution from
The Mead Corporation 128,840 175,144
---------- ----------
1,397,018 1,290,018
Participants' equity 41,527 33,475
---------- ----------
$1,438,545 $1,323,493
========== ==========
See notes to financial statements.
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
YEARS ENDED AUGUST 31, 1997, 1996 AND 1995
_______________________________________________________________________
INCREASES IN PARTICIPANTS' 1997 1996 1995
EQUITY:
Investment income - dividends
on Mead common shares $ 12,418 $ 12,325 $ 12,839
Unrealized appreciation of
Mead common shares 203,080 42,745 162,243
Contributions and deposits:
The Mead Corporation and
subsidiaries 71,018 75,181 72,638
Participating employees 1,015,368 996,227 1,039,032
---------- ---------- ----------
TOTAL INCREASES 1,301,884 1,126,478 1,286,752
---------- ---------- ----------
DECREASES IN PARTICIPANTS'
EQUITY:
Cash distributions to
withdrawn, terminated or
deceased employees:
From current year
contributions 25,844 25,087 43,671
From prior years'
contributions 3,953 4,646 2,560
Mead common share
distributions:
17,819 shares - 1997 1,264,035
19,406 shares - 1996 1,110,946
20,061 shares - 1995 1,231,144
---------- ---------- ----------
TOTAL DECREASES 1,293,832 1,140,679 1,277,375
---------- ---------- ----------
NET INCREASE (DECREASE) IN
PARTICIPANTS' EQUITY 8,052 (14,201) 9,377
PARTICIPANTS' EQUITY -
Beginning of plan year 33,475 47,676 38,299
---------- ---------- ----------
PARTICIPANTS' EQUITY-
End of plan year $ 41,527 $ 33,475 $ 47,676
========== ========== ==========
See notes to financial statements.
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED AUGUST 31, 1997, 1996 AND 1995
_________________________________________________________________
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. Individuals eligible to
participate in The Mead Salaried Savings Plan may not participate in the
Plan. 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.
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:
Number Shares Unrealized Shares at
of Shares at Cost Appreciation Market Value
--------- ---------- ------------ ------------
Balance at August 31, 1994 26,547 $1,165,463 $ 175,160 $1,340,623
Shares purchased 20,100 1,092,117 ==========
Shares distributed (24,632) (1,081,345) (162,358)
Appreciation 162,243
------- ---------- ---------
Balance at August 31, 1995 22,015 1,176,235 175,045 $1,351,280
Shares purchased 18,900 1,029,515 ==========
Shares distributed (20,061) (1,071,659) (157,990)
Appreciation 42,745
------- ---------- ---------
Balance at August 31, 1996 20,854 1,134,091 $ 59,800 $1,193,891
Shares purchased 17,300 1,043,911 ==========
Shares distributed (19,406) (1,055,298) (55,648)
Appreciation 203,080
------- ---------- ---------
Balance at August 31, 1997 18,748 $1,122,704 $ 207,232 $1,329,936
======= ========== ========= ==========
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.
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 October 29,
1997, accompanying the financial statements of The Mead Corporation
Employees Stock Purchase Plan included in the Form 10-K/A, Amendment No.
3, to the Annual Report on Form 10-K of The Mead Corporation for the year
ended December 31, 1996.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Dayton, Ohio
November 14, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant and Administrators of the Plan have duly caused this amendment
to the Annual Report to be signed by the undersigned, thereunto duly
authorized.
THE MEAD CORPORATION
(Registrant)
Date: November 19, 1997 By: G. T. GESWEIN
_______________________________
Vice President and Controller
and Chief Accounting Officer
THE MEAD CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
Date: November 19, 1997 By: JAMES D. BELL
_______________________________
Director of Benefits