================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 4, 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
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 __ .
The number of Common Shares outstanding at April 4, 1999 was
101,500,735.
================================================================================
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
--------------------------------------------------
QUARTERLY PERIOD ENDED APRIL 4, 1999
------------------------------------
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
--------------------
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
- --------------------------------------------------
BALANCE SHEETS
- --------------
(All dollar amounts in millions)
Apr. 4, Dec. 31,
1999 1998
-------- --------
ASSETS
Current assets:
Cash and cash equivalents $ 11.9 $ 102.0
Accounts receivable 441.2 414.7
Inventories 518.4 479.5
Other current assets 107.4 90.2
-------- --------
Total current assets 1,078.9 1,086.4
Investments and other assets:
Investees 133.9 127.5
Other assets 564.5 555.6
-------- --------
698.4 683.1
Property, plant and equipment - net 5,752.9 5,741.8
Less accumulated depreciation and
amortization (2,419.1) (2,369.1)
-------- --------
3,333.8 3,372.7
-------- --------
Total assets $5,111.1 $5,142.2
======== ========
LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
Notes payable $ 45.5 $
Accounts payable 229.2 275.9
Accrued liabilities 362.1 395.7
Current maturities of long-term debt 27.1 7.9
-------- --------
Total current liabilities 663.9 679.5
Long-term debt 1,345.9 1,367.4
Commitments and contingent liabilities
Deferred items 850.8 843.3
Shareowners' equity:
Common shares 151.4 151.9
Additional paid-in capital 70.3 66.3
Retained earnings 2,069.7 2,076.9
Other comprehensive loss (40.9) (43.1)
-------- --------
2,250.5 2,252.0
-------- --------
Total liabilities and
shareowners' equity $5,111.1 $5,142.2
======== ========
See notes to financial statements.
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
- --------------------------------------------------
STATEMENTS OF EARNINGS
- ----------------------
(All dollar amounts in millions, except per share amounts)
First Quarter Ended
--------------------
Apr. 4, Mar. 29,
1999 1998
------- -------
Net sales $863.2 $839.0
Cost of products sold 704.5 661.0
------- -------
Gross profit 158.7 178.0
Selling and administrative expenses 105.3 96.3
------- -------
Earnings from operations 53.4 81.7
Other revenues - net 4.0 2.6
Interest and debt expense (26.7) (26.5)
------- -------
Earnings from continuing operations
before income taxes 30.7 57.8
Income taxes 11.1 21.2
------- -------
Earnings from continuing operations
before equity in net earnings
of investees 19.6 36.6
Equity in net earnings (loss)
of investees 3.3 (3.0)
------- -------
Earnings from continuing operations 22.9 33.6
Discontinued operations (3.0)
------- -------
Net earnings $ 22.9 $ 30.6
======= =======
Earnings per common share - basic
and diluted $ .22 $ .32
Discontinued operations (.03)
------- -------
Net earnings $ .22 $ .29
======= =======
Cash dividends per common share $ .16 $ .16
======= =======
Weighted-average number of common
shares outstanding (millions) -
basic 101.7 103.9
======= =======
Weighted-average number of common
shares outstanding (millions) -
assuming dilution 102.9 105.8
======= =======
See notes to financial statements.
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
- --------------------------------------------------
STATEMENTS OF CASH FLOWS
- ------------------------
(All dollar amounts in millions)
First Quarter Ended
--------------------
Apr. 4, Mar. 29,
1999 1998
------- -------
Cash flows from operating activities:
Net earnings $ 22.9 $30.6
Adjustments to reconcile net earnings to
net cash (used in) operating activities:
Depreciation and depletion of property, plant
and equipment 67.6 61.8
Depreciation and amortization of other assets 10.3 10.6
Deferred income taxes 2.5 4.3
Investees - earnings and dividends (4.7) 2.2
Discontinued operations 3.0
Other 2.4 (.1)
Change in current assets and liabilities:
Accounts receivable (32.4) (14.9)
Inventories (44.8) (86.0)
Other current assets (19.3) (11.3)
Accounts payable and accrued liabilities (77.2) (7.4)
Cash (used in) discontinued operations (12.1)
------- -------
Net cash (used in) operating activities (72.7) (19.3)
Cash flows from investing activities:
Capital expenditures (45.6) (78.1)
Additions to equipment rented to others (6.4) (6.1)
Proceeds from sale of assets 13.6
Other 4.8 (31.2)
------- -------
Net cash (used in) investing activities (33.6) (115.4)
Cash flows from financing activities:
Additional borrowings 15.0 115.7
Payments on borrowings (17.8) (115.0)
Notes payable 45.5 138.4
Cash dividends paid (16.3) (16.6)
Common shares issued 4.7 10.1
Common shares purchased (14.9) (8.7)
------- -------
Net cash provided by financing activities 16.2 123.9
------- -------
(Decrease) in cash and cash equivalents (90.1) (10.8)
Cash and cash equivalents at beginning of year 102.0 29.5
------- -------
Cash and cash equivalents at end of quarter $ 11.9 $18.7
======= =======
See notes to financial statements.
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
- --------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- -----------------------------
(All dollar amounts in millions)
A - INTERIM FINANCIAL STATEMENTS
The balance sheet at December 31, 1998, is condensed financial
information taken from the audited balance sheet. Management
believes the unaudited interim financial statements reflect
all adjustments (consisting only of normal recurring
adjustments) necessary to present fairly the financial
position and results of operations for the interim periods
presented.
B - ACCOUNTING POLICIES
On an interim basis, all costs subject to recurring year-end
adjustments have been estimated and allocated ratably to the
quarters. Income taxes have been provided based on the
estimated tax rate for the respective years after excluding
infrequently occurring items whose specific tax effect is
reported during the same interim period as the related
transaction.
C - INVENTORIES
The amount of inventories is (principally last-in, first-out
method):
Apr. 4, Dec. 31,
1999 1998
------- -------
Finished and semi-finished products $335.0 $295.0
Raw materials 107.4 109.2
Stores and supplies 76.0 75.3
------- -------
$518.4 $479.5
======= =======
D - INVESTEES
The summarized operating data for all investees is presented
in the following table:
First Quarter Ended
-------------------
April 4, March 29,
1999 1998
------- -------
Revenues $ 173.0 $ 176.4
======= =======
Gross profit $ 22.7 $ 1.6
======= =======
Net earnings (loss) $ 12.5 $ (2.5)
======= =======
E - EMPLOYEE TERMINATION COSTS
In 1998, the company adopted a plan to make organizational
changes and reduce its workforce, and recorded a charge for
employee severance and related costs. The following is a
summary of the remaining accrual at April 4, 1999 (in
millions):
Balance at December 31, 1998 $ 9.9
Used for intended purpose (2.6)
-------
Balance at April 4, 1999 $ 7.3
=======
F - SHAREOWNERS' EQUITY
During the first quarter of 1999, the company repurchased
approximately 500,000 common shares on the open market. The
company has outstanding authorization from the Board of
Directors to repurchase up to ten million common shares, of
which 9.3 million shares have been repurchased as of the end
of the first quarter of 1999. Comprehensive earnings for the
quarters ended April 4, 1999 and March 29, 1998, were $25.1
million and $26.7 million.
G - ADDITIONAL INFORMATION ON CASH FLOWS
First Quarter Ended
-------------------
April 4, March 29,
1999 1998
------- -------
Cash paid for:
Interest $ 42.5 $ 42.3
======= =======
Income taxes $ 5.1 $ 7.5
======= =======
H - SEGMENT INFORMATION
First Quarter Ended
-------------------
April 4, March 29,
1999 1998
------- -------
Net sales:
Industry segments:
Paper $ 453.9 $ 433.9
Packaging and Paperboard 347.7 342.9
School & Office Products 61.6 62.2
------- -------
Total $ 863.2 $ 839.0
======= =======
Earnings (loss) from continuing operations
before income taxes:
Industry segments:
Paper $ 46.1 $ 59.7
Packaging and Paperboard 24.6 29.4
School & Office Products 1.4 6.7
Corporate and other (1) (41.4) (38.0)
------- -------
Total $ 30.7 $ 57.8
======= =======
(1) Corporate and other includes the following:
Other revenue $ 4.0 $ 3.0
Interest expense (18.7) (14.5)
Other expenses (26.7) (26.5)
------- -------
Total $ (41.4) $ (38.0)
======= =======
Identifiable assets have not changed significantly at April 4,
1999, compared to December 31, 1998.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
RESULTS OF OPERATIONS
- ---------------------
Net Sales
- ---------
First quarter 1999 net sales were $863.2 million, a 3%
increase over $839.0 million in the first quarter of 1998.
The increase in sales revenue was a result of higher sales
volume for paper, corrugating medium and coated paperboard
compared to the first quarter of 1998. There were six
additional selling days for the company in the first quarter
of 1999 compared to the first quarter of 1998. Average
selling prices were lower for most paper and paperboard
products compared to the same quarter a year ago.
Operating Costs and Expenses
- ----------------------------
Gross profit as a percent of sales decreased to 18.4% for the
first quarter of 1999 from 21.2% in the first quarter of 1998
primarily as a result of lower selling prices for paper and
paperboard.
Selling and administrative expenses totaled $105.3 million in
the first quarter of 1999, an increase of 9% from $96.3
million in the first quarter of 1998. As a percentage of net
sales, these expenses were 12.2% in 1999 compared to 11.5% in
1998. The increase was primarily the result of expenses
related to the initial phases of implementation of
the company's enterprise resource planning system, development
of the company's financial services center.
Interest and Debt Expense
- -------------------------
First quarter interest and debt expense was $26.7 million, up
slightly from $26.5 million in the first quarter of 1998.
Income Taxes
- ------------
The effective tax rate was 36.2% for the first quarter of 1999
compared to 36.7% in the first quarter of 1998.
Equity in Net Earnings of Investees
- -----------------------------------
Mead's investees, consisting primarily of its 50% Northwood
companies, had earnings of $3.3 million in the first quarter
of 1999 compared to a loss of $3.0 million in the same quarter
of 1998. Selling prices were higher for wood products,
including lumber, oriented structural board (OSB) and plywood
compared to the first quarter of 1998. Sales volume increased
for OSB and plywood. Selling prices for pulp were low and
relatively unchanged from the first quarter of 1998. Sales
volume of pulp was lower. Contributing to the improved
operating results were lower log costs and lower Canadian
dollar exchange rates. During the quarter, Northwood reached
a labor agreement at its pulp mill in Prince George, British
Columbia, and it continued to take market-related downtime in
lumber by curtailing sawmill production by 15% or 19 million
board feet during the quarter.
Net Earnings
- ------------
Net earnings for the first quarter of 1999 were $22.9 million
compared to $30.6 million in the first quarter of 1998.
Earnings declined as a result of lower selling prices for
coated and uncoated papers, corrugating medium and school and
office products.
Financial Data by Business
- --------------------------
Paper segment
First Quarter
----------------------------------
1999 1998 % Change
---- ---- --------
(All dollar amounts in millions)
Net sales (to unaffiliated
customers) $453.9 $433.9 4.6%
Segment earnings before taxes 46.1 59.7 (22.8)%
Sales in the paper segment increased slightly as sales volume
increased in coated, uncoated, carbonless and specialty papers
compared to the first quarter of 1998. Earnings for the paper
segment declined from the first quarter of 1998 as a result of
lower selling prices primarily for coated papers. Prices for
coated web grades declined 9% from the first quarter of 1998.
Strong operating performance at the company's three
coated paper mills and at its specialty paper mills partially
offset the impact of price declines. As previously announced,
the company took 25,000 tons of market-related downtime in
coated paper production during the first quarter of 1999 and
expects to continue to take downtime in the second quarter and
in the second half of the year. The Specialty Paper division
completed successful trials to produce overlay papers at its
Potsdam, New York, mill, acquired in the first quarter of
1998.
Packaging and Paperboard segment
First Quarter
-------------------------------------
1999 1998 % Change
---- ---- --------
(All dollar amounts in millions)
Net sales (to unaffiliated
customers) $347.7 $342.9 1.4%
Segment earnings before taxes 24.6 29.4 (16.3)%
Sales for the Packaging and Paperboard segment in the first
quarter of 1999 were slightly higher compared to the first
quarter of 1998 as a result of increased sales volume of
corrugating medium. Earnings for the segment declined on lower
pricing for medium. Prices for corrugating medium were 22%
below the level of first quarter of 1998. In the
Containerboard division, production and shipments increased
over the first quarter of 1998 as a result of the mill
expansion completed mid-year 1998. During the quarter,
operating problems affected production on the mill's paper
machines. Continued operating issues with the new recovery and
chemical conversion systems led to operating costs that were
higher than the level of the fourth quarter of 1998, though
below the level of the first quarter of 1998.
Within the Coated Board System, which includes the Packaging
and Coated Board divisions, sales increased to the beverage
packaging industry, primarily in North America. The Mahrt
coated paperboard mill increased shipments, improved
production efficiency and enhanced its overall cost position
compared to the first quarter of 1998.
School and Office Products segment
First Quarter
-----------------------------
1999 1998 % Change
---- ---- --------
(All dollar amounts in millions)
Net sales (to unaffiliated
customers) $61.6 $62.2 (1.0)%
Segment earnings before taxes 1.4 6.7 (79.1)%
Sales for the School and Office Products segment declined
slightly in the first quarter of 1999 compared to the first
quarter of 1998. Earnings declined compared to the first
quarter of 1998 as higher unit sales volume was offset by
reduced selling prices. Sales volume improved for value-added
products compared to the first quarter of 1998, while volume
and prices declined for paper-based products. The segment
built inventory in preparation for the "back-to-school"
selling season, which begins in the second quarter.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Working capital on April 4, 1999 was $415 million compared to
$407 million on December 31, 1998. The current ratio was 1.6
at the end of the first quarter of 1999 and on December 31,
1998. Inventories are generally higher in the first quarter
of the year in preparation for the School and Office Products
segment's "back-to-school" selling season. Inventories
increased slightly over the levels of the first quarter of
1998. Inventories were higher in coated paper and in coated
paperboard. The Paper segment, which took market-related
downtime in coated paper in the first quarter of 1999, is
expected to continue taking downtime in the second quarter and
second half of 1999.
Borrowed capital (long-term debt) as a percentage of total
capital (long-term debt plus shareowner's equity) was 37.4% on
April 4, 1999, down slightly from 37.9% on December 31, 1998.
Capital expenditures totaled $45.6 million for the first
quarter of 1999, a decrease from $78.1 million in the first
quarter of 1998 when the company was in the process of
completing the expansion of the Stevenson containerboard mill.
During the first quarter of 1999, the company had proceeds
from the sale of assets totaling $13.6 million. The company
sold the merchandising business of its Packaging division and
a sawmill which was part of its Paper segment. Proceeds from
the sale of these assets were approximately the same as the
carrying amount and therefore had no impact on earnings during
the quarter.
Under a Board of Directors authorization, Mead repurchased
500,000 shares of its capital stock in the first quarter of
1999. The 10 million-share repurchase program was 93%
completed by the end of the first quarter 1999.
At the end of the first quarter, Mead paid a fixed rate or
capped rate on 75% of its debt and paid a floating rate of
interest on the remainder. A change of 1% in the floating
rate, on an annual basis, would result in a $.02 change in
earnings per share for the year. The estimated market value
of long-term debt, excluding capital leases, was $66.6 million
more than the book value at the end of the first quarter of
1999.
OUTLOOK
- -------
Year 2000 Readiness Disclosure
- ------------------------------
The Year 2000 issue concerns the inability of computerized
information and process control systems to properly recognize
and process date-sensitive information as the year 2000
approaches. Mead expects costs associated with the Year 2000
issue will not have a material adverse impact on results of
operations, liquidity or capital resources.
Mead is making progress as it works through a five-step
process in dealing with the Year 2000 issue: inventory;
assessment; corrective action; testing; and implementation.
With regard to its Information Technology (IT) systems within
corporate functions, the Paper and the Packaging and
Paperboard segments, the inventory and assessment phases have
been completed; corrective action is nearing completion;
testing and implementation are in process and expected to be
completed in the third quarter of 1999. For the School and
Office Products segment, inventory and assessment have been
completed, corrective action is underway and testing and
implementation are scheduled for second half of the year. The
company expects the risk to be low that its IT systems will be
disrupted by the Year 2000 issue.
Non-IT systems include process control systems in
manufacturing and converting facilities for monitoring and
regulating power, production, emissions and safety equipment.
Inventory and assessment of non-IT systems in the Paper and
the Packaging and Paperboard segments have been essentially
completed with corrective action, testing and implementation
underway. Mead has engaged a third-party consultant to assist
in this process. By the end of the first quarter,
approximately 60% of the process control systems were Y2K
ready, 10% were being fixed or replaced and 30% were in the
process of being addressed. The company expects corrective
action and testing on non-IT systems to be completed in the
second and third quarters of 1999 for the Paper and Packaging
and Paperboard segments. Some of the corrective action and
testing will be completed during periods of normal maintenance
downtime. In the School and Office Products segment,
corrective action and testing on non-IT systems will be
completed by yearend or by the first quarter of 2000.
Yearend completion of corrective action and testing of non-IT
systems is not as critical to School and Office Products given
the seasonal nature of its business with most orders produced
and shipped in the second and third quarters of the year.
Mead fully expects to complete corrective action and testing
of all critical non-IT systems within its three business
segments in 1999. The company expects the risk to be low that
its non-IT systems will be disrupted by the Year 2000 issue.
The costs associated with the company's remediation of the
Year 2000 issue include amounts for upgrading and replacing
non-compliant software and hardware systems and the costs
related to the use of third-party solution providers. Through
the first quarter of 1999, the total cost of remediation was
$16 million. This total includes approximately $10 million in
repair costs and $6 million in replacement costs. The total
cost Mead expects to incur between 1997 and 2000 related to
the Year 2000 issue is $30 million to $40 million. The
majority of the remaining costs relate to replacement or
modification of process control systems. These costs will be
expensed as incurred, except for new systems that would be
capitalized in accordance with generally accepted accounting
principles.
Mead has completed a detailed review of its critical suppliers
of raw materials, energy, equipment, supplies and
transportation to determine their level of Year 2000
readiness. Based on this review, the company expects there is
a low level of risk related to Year 2000 readiness with most
of these suppliers and with a few suppliers a medium level of
risk. The company is developing plans for alternative sources
of supply where it believes it is necessary. Significant
interruptions caused by suppliers could affect Mead's
operations overall and its ability to deliver products and
services to its customers.
The company is in the process of preparing contingency plans
within each of its businesses for addressing the greatest
areas of risk of noncompliance or threats to business
operations related to the Year 2000 issue. The company
expects to finalize these plans by the end of the second
quarter of 1999.
THE ESTIMATES AND CONCLUSIONS STATED HERE CONTAIN
FORWARD-LOOKING STATEMENTS AND ARE BASED ON MANAGEMENT'S BEST
ESTIMATES OF FUTURE EVENTS. RISKS TO COMPLETING THE PLAN
INCLUDE THE CONTINUED AVAILABILITY OF RESOURCES FROM SUPPLIERS
AND THIRD-PARTY CONTRACTORS, THE ABILITY OF SUPPLIERS AND
CUSTOMERS TO BE YEAR 2000 COMPLIANT, AND THE ABILITY TO
IDENTIFY AND COMPLETE CONTINGENCY PLANS FOR SYSTEMATIC
FAILURES NOT UNDER COMPANY CONTROL.
CERTAIN STATEMENTS IN THIS REPORT ARE FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS INCLUDE RISKS AND UNCERTAINTIES.
ACTUAL RESULTS MAY DIFFER. CERTAIN FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER ARE DESCRIBED IN THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31 1998.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
No material changes occurred to information
previously provided in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1998.
PART II - OTHER INFORMATION
---------------------------
ITEM 1. LEGAL PROCEEDINGS
-----------------
In February 1999, Mead received notice from the
Rock-Tenn Company of a demand from the Michigan Department of
Environmental Quality ("MDEQ") concerning Rock-Tenn's Otsego,
MI mill property.
In the notice to Rock-Tenn, MDEQ referred to potential
liability under federal and state environmental laws for
certain discharges to the Kalamazoo River, including
discharges of polychlorinated biphenyls ("PCBs"), and for
environmental response actions that have been or may be
undertaken at the Allied Paper, Inc./Portage Creek/Kalamazoo
River Superfund Site or the Otsgeo mill property because of
the presence of PCBs. In 1987, Mead transferred the Otsego
mill and other assets to Rock-Tenn pursuant to an Asset
Purchase Agreement. Rock-Tenn alleges Mead is legally
responsible for the presence of PCBs at the Otsego mill
and that Rock-Tenn is entitled to indemnification from Mead
for all costs and liabilities associated with the presence or
discharge of PCBs. Mead disputes Rock-Tenn's allegations and
legal conclusions concerning responsibility, based in part on
Rock-Tenn's operations at the Otsego mill since 1987. The
extent of Rock-Tenn's potential liability for contamination in
the Kalamazoo River or at the Otsego mill are not known
at this time. The costs associated with this proceeding are
not reasonably estimable at this time.
In February 1999, Mead received notice from the
Maine Department of Environmental Protection ("MDEP") that it
was considering requiring Mead to do an investigation and
possibly remediate certain solid waste management areas at
Mead's Rumford, Maine mill, including areas that may be a
source of mercury contamination. Prior to Mead's acquisition
of the mill in November 1996 a chlor-alkali facility using
mercury operated on portions of the property. Mead is in
discussions with the MDEP concerning the need for and scope of
any investigation and/or remediation. The costs associated
with this proceeding are not reasonably estimable at this
time.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
(10) Material Contracts:
(1) Corporate Annual Incentive Plan for 1999
in which executive officers participate.
(2) Corporate Long Term Incentive Plan
effective 1999 in which executive
officers participate.
(3) Restated Corporate Executive Capital
Accumulation Plan effective January 1,
1999 in which executive officers
participate.
(4) Restated Directors Capital Accumulation
Plan effective January 1, 1999 in which
directors participate.
(27) Financial Data Schedule Quarter 1, 1999
(b) No current reports on Form 8-K were filed with the
Commission in the first quarter of 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
Date: May 12, 1999
THE MEAD CORPORATION
- --------------------
(Registrant)
By: TIMOTHY R. MCLEVISH
_________________________
T. R. McLevish
Vice President, Finance
(Chief Accounting Officer)