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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, 2000
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 __.
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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. [_]
_________________________
As of January 23, 2001, the aggregate market value of the voting shares held
by non-affiliates of the Registrant was approximately $2,860,145,445 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 5, 2001 was 99,104,386.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held on April 26, 2001, are incorporated by
reference in Part III; definitive copies of said Proxy Statement were filed with
the Securities and Exchange Commission on March 9, 2001.
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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, 2000 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, 2000.
THE MEAD 401(k) PLAN
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2000 AND 1999
AND FOR THE YEAR ENDED DECEMBER 31, 2000:
Statements of Net Assets Available for Benefits 4
Statement of Changes in Net Assets Available for Benefits 5
NOTES TO FINANCIAL STATEMENTS 6 - 8
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 2000
AND FOR THE YEAR THEN ENDED:
Schedule of Assets Held for Investment Purposes at End of Year 9 - 12
Schedule of Reportable Transactions 13
SIGNATURES 14
EXHIBIT-
Independent Auditors' Consent 15
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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, 2000 and 1999, and the
related statement of changes in net assets available for benefits for the year
ended December 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 present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2000
and 1999, and the changes in net assets available for benefits for the year
ended December 31, 2000, 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 7, 2001
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THE MEAD 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 AND 1999
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(All dollar amounts in thousands)
ASSETS 2000 1999
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Investments:
Mead Common Stock Fund $175,289 $184,690
Fidelity Investment Funds:
Asset Manager Fund 36,031 38,944
Asset Manager Growth Fund 53,638 64,661
Asset Manager Income Fund 7,247 8,237
Equity Income Fund 48,536 56,791
Intermediate Bond Fund 5,134 6,213
Magellan Fund 126,747 154,393
Overseas Fund 13,963 19,444
Retirement Money Market Fund 21,537 29,904
Short Term Bond Fund 11,978 12,885
U.S. Equity Index Pool Fund 21,028 27,753
Other mutual funds (each less than 5% of
total net assets available for benefits) 88,317 72,452
Loans to participants 13,474 12,754
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Net Assets Available for Benefits $622,919 $689,121
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See notes to financial statements.
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THE MEAD 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2000
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(All dollar amounts in thousands)
INCREASES IN PLAN ASSETS:
Contributions:
Employees $ 41,423
Rollovers 4,294
Employer 11,907
Investment income - interest and dividends 35,157
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Total increases 92,781
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DECREASES IN PLAN ASSETS:
Investment loss - net depreciation in fair value of investments (113,146)
Benefits paid to participants (45,709)
Administrative expenses (128)
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Total decreases (158,983)
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NET DECREASE IN PLAN ASSETS (66,202)
NET ASSETS - DECEMBER 31, 1999 689,121
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NET ASSETS - DECEMBER 31, 2000 $ 622,919
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See notes to financial statements.
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THE MEAD 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999 AND
YEAR ENDED DECEMBER 31, 2000
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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 document 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 reduction of payroll
wages up to a certain percentage of compensation as a contribution to the Plan
each year. Mead makes 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 and Non-bargaining Hourly Employees 20% 100% on first 3% of gross pay,
50% on next 2% of gross pay
Bargaining Hourly Employees (excluding Rumford) 20% None
Bargaining 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
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.
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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 2000, 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 and Income Recognition - 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. Purchases and sales are
recorded on a trade-date basis. Dividends are recorded on the ex-dividend date.
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.
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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.
E. NONPARTICIPANT-DIRECTED INVESTMENTS
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 $ 2,667
Rollovers 517
Employer 11,899
Transfers from participant-directed investments - net 29,344
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Total increases 44,427
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DECREASES IN FUND ASSETS:
Investment loss - net depreciation in fair value (42,972)
Benefits paid to participants (10,848)
Administrative expenses (8)
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Total decreases (53,828)
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NET DECREASE IN FUND ASSETS (9,401)
NET ASSETS - DECEMBER 31, 1999 184,690
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NET ASSETS - DECEMBER 31, 2000 $ 175,289
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THE MEAD 401(k) PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 2000
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(All dollar amounts in thousands)
(e) Current
(a) (c) Description of Investments (d) Cost Value
Mead Common Stock Fund $133,520 $175,289
Fidelity Investment Funds:
* Asset Manager 36,545 36,031
* Asset Manager Growth 58,130 53,638
* Asset Manager Income 7,291 7,247
* Equity Income 42,805 48,536
* Intermediate Bond 5,137 5,134
* Magellan 107,236 126,747
* Overseas 14,286 13,963
* Retirement Money Market 21,537 21,537
* Short Term Bond 12,203 11,978
* U.S. Equity Index Pool 16,159 21,028
Other mutual funds:
Fidelity funds:
* Aggressive Growth 8,764 5,956
* Aggressive International 186 135
* Asset Manager Aggressive 546 469
* Balanced 101 95
* Blue Chip Growth 1,603 1,513
* Canada 95 82
* Capital Appreciation 135 131
* Cap & Inc 295 261
* Contrafund 1,626 1,438
* Contrafund II 76 63
* Conv Sec 81 64
* China Rgn 89 77
* Disciplined Equity 40 33
* Diversified International 283 270
* Dividend Growth 2,912 3,024
* Emerging Markets 76 53
* Equity Income II 357 309
* Europe 431 376
* Europe Capital Appreciation 146 149
* Export & Multinational 138 131
* Fidelity Fund 909 811
* Fifty 280 263
* Four in One Index 197 185
* Freedom 2000 114 104
* Freedom 2010 106 102
* Freedom 2020 103 98
* Freedom 2030 123 115
* Freedom Income 4 4
* Ginnie Mae 72 74
* Global Balanced 4 4
* Government Securities 174 176
* Growth & Income 1,527 1,458
* Growth & Income II 1 1
* Growth Company 3,655 3,158
* High Income 6 5
(Continued)
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THE MEAD 401(k) PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 2000
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(All dollar amounts in thousands)
(e) Current
(a) (c) Description of Investments (d) Cost Value
Other mutual funds (Continued):
Fidelity funds (Continued):
* Independence $ 708 $ 590
* Inst Sh-Int Government 12 12
* Int Government Income 7 7
* International Bond 51 50
* International Gr & Inc. 64 52
* Investment Grade Bond 64 65
* Japan 257 164
* Japan Small Co 345 166
* Large Cap Stock 108 97
* Latin America 102 122
* Low-Priced Stock 563 545
* Mid-Cap Stock 1,816 1,863
* Mortgage Security 11 11
* New Market Income 135 138
* Nordic 107 124
* OTC Portfolio 2,167 1,540
* Pac Basin 58 39
* Puritan 427 405
* Real Estate Investment 297 314
* Retirement Government Money Market 1,633 1,633
* Small-Cap Stock 119 123
* Small Capp Stock II 129 120
* Southeast Asia 19 15
* Spartan International Index 5 5
* Spin Extended Market Index 11 8
* Stock Selector 17 14
* Strategy Income 19 18
* Target Time 2001 3 3
* TechnoQuant 60 53
* Trend 3 3
* Total Market Index 30 27
* U.S. Bond Index 307 310
* Utilities 811 576
* Value 73 74
* Worldwide 103 94
Other Funds:
Alger Capital Appreciation 1,288 1,016
Alger Small Cap RTM 524 414
Alger Mid Cap Growth 681 650
AMR Balanced 6 7
AMR Large Cap Value 26 26
AMR International Equity 15 14
AMR Short Term Bond 1 1
Ariel 73 72
Ariel Appreciation 53 50
Ariel Premier Bond 6 6
(Continued)
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THE MEAD 401(k) PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 2000
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(All dollar amounts in thousands)
(e) Current
(a) (c) Description of Investments (d) Cost Value
Other Funds (Continued):
Baron Asset $ 115 $ 115
Baron Growth 38 35
Calvert Cap Acc 39 32
Calvert Newvis Small CP 5 5
Domini Social Equity Index 147 134
Founders Balanced 95 76
Founders Discovery 826 658
Founders G & I 14 11
Founders Growth 372 276
Founders MC Growth 142 137
Founders Passport 121 63
Founders Worldwide 26 18
Franklin Sm Cap Grth 403 338
INVESCO Dynamics 1,564 1,474
INVESCO Blue Chip Growth 629 435
INVESCO High Yield 183 144
INVESCO Equity Income 97 94
INVESCO Select Income 73 73
INVESCO Small Company Growth 666 607
INVESCO Total Return 117 106
INVESCO Value Equity 74 66
Janus Balanced 1,188 1,167
Janus Enterprise 9,779 6,755
Janus Flex Income 74 71
Janus Fund 4,320 3,484
Janus Mercury 13,569 10,224
Janus Twenty 15,745 13,337
Janus Worldwide 7,794 6,998
MAS Balanced Adviser 42 37
MAS Fixed Income Adv 14 14
MAS High Yield Adv 52 40
MAS Mid Cap Growth 1,399 1,198
MAS Value Adv 114 116
Montgomery Global 20 19 12
Morgan Stanley Active International B 5 4
Morgan Stanley Emerging Markets B 101 81
Morgan Stanley International Magnum 1 1
Morgan Stanley Sm Co Growth B 548 456
Morgan Stanley Global Equity B 17 15
MSDW Equity Growth B 35 29
Mutual Discovery A 31 28
Mutual Shares Class A 7 7
NB Focus Trust 203 195
NB Genesis Trust 326 403
NB Guardian Trust 35 27
NB Manhattan Trust 181 128
NB Partners Trust 129 120
(Continued)
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THE MEAD 401(k) PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 2000
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(All dollar amounts in thousands)
(e) Current
(a) (c) Description of Investments (d) Cost Value
Other Funds (Continued):
PBHG Emerging Growth $ 366 $ 224
PBHG Growth 2,361 1,487
PIMCO Capital Appreciation 336 286
PIMCO Global Bond 3 3
PIMCO High Yield 208 183
PIMCO Long-Term US Govt 35 36
PIMCO Low Duration 113 113
PIMCO Mid-Cap Growth 216 218
PIMCO Total Return 272 274
Strong Advantage 132 132
Strong Common Stock 22 19
Strong Discovery 25 20
Strong Government Securities 20 21
Strong Growth 1,248 988
Strong LG Capital Growth 386 293
Strong Opportunity 298 294
Strong Schafer Value 1 1
Strong Short-Term Bond 10 10
Templeton Developing Markets I 86 75
Templeton Foreign A 108 117
Templeton Foreign Small Co. 2 2
Templeton Global Bond 60 55
Templeton Growth A 147 154
Templeton World A 108 103
(OFDO) UAM/FMA Small Company 1 1
UAM/RHJ Small Cap 6 6
USAA Cornerstone Strategy 1 1
USAA Emerging Markets 2 2
USAA Growth Fund 3 3
USAA GNMA Trust 4 4
USAA Income 68 68
USAA Income Stock 33 34
USAA International 79 68
Warburg Capital Appreciation 195 166
Warburg Emerging Growth 123 102
Warburg Global Fixed Income 60 60
Warburg Value Common 17 16
Warburg International Equity 2 2
Warburg Small Co. Value 9 9
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Total other mutual funds 107,209 88,317
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Loans to participants - 2,151 with interest rates from 13,474 13,474
6.25% to 10.75%
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$575,532 $622,919
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*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. (Concluded)
-12-
THE MEAD 401(k) PLAN
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 2000
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(All dollar amounts in thousands)
(h)
Current
Value of
Asset on
(a) (b) (c) (d) (g) Trans- (i)
Identity of Party Description of Purchase Selling Cost of action Net Gain
Involved Asset Price Price Asset Date (Loss)
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Type (iii) Series transactions in excess of five percent of assets
The Mead Corporation Mead Common Stock Fund $80,679 $47,110 $43,504 $127,789 $3,606
There were no type (i), (ii), or (iv) reportable transactions during the year
ended December 31, 2000.
Columns (e) and (f) have been omitted because they are not applicable.
-13-
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 9, 2001 By: /s/ PETER H. VOGEL, JR.
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Peter H. Vogel, Jr.
Vice President, Finance and Treasurer
(Principal Accounting Officer)
THE MEAD 401(k) PLAN
Date: May 9, 2001 By: /s/ JAMES D. BELL
-------------------------------
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 7,
2001 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, 2000.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Dayton, Ohio
May 7, 2001
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