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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 July 2, 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
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 July 2, 2000 was 102,570,300.
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THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
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QUARTERLY PERIOD ENDED JULY 2, 2000
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PART I - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
--------------------
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
- --------------------------------------------------
BALANCE SHEETS
- --------------
(All dollar amounts in millions)
July 2, Dec. 31,
2000 1999
--------- ---------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 15.6 $ 56.4
Accounts receivable 636.4 547.7
Inventories 621.7 489.9
Other current assets 108.7 136.3
--------- ---------
Total current assets 1,382.4 1,230.3
Investments and other assets 1,114.0 1,074.0
Property, plant and equipment 5,948.2 5,904.4
Less accumulated depreciation and
amortization (2,656.9) (2,547.0)
--------- ---------
3,291.3 3,357.4
--------- ---------
Total assets $ 5,787.7 $ 5,661.7
========= =========
LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
Notes payable $ 323.4 $ 186.2
Accounts payable 243.2 266.1
Accrued liabilities 481.2 513.2
Current maturities of long-term debt 13.6 35.1
--------- ---------
Total current liabilities 1,061.4 1,000.6
Long-term debt 1,334.4 1,333.7
Deferred items 918.5 896.6
Shareowners' equity:
Common shares 153.0 153.0
Additional paid-in capital 128.1 121.6
Retained earnings 2,225.4 2,178.0
Other comprehensive loss (33.1) (21.8)
--------- ---------
2,473.4 2,430.8
--------- ---------
Total liabilities and
shareowners' equity $ 5,787.7 $ 5,661.7
========= =========
See notes to financial statements.
2
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
- --------------------------------------------------
STATEMENTS OF EARNINGS (unaudited)
- ----------------------
(All dollar amounts in millions, except per share amounts)
Second Quarter Ended First Half Ended
--------------------------------- ----------------------------------
July 2, July 4, July 2, July 4,
2000 1999 2000 1999
-------------- -------------- --------------- --------------
Net sales $ 1,095.9 $ 1,004.8 $ 2,011.5 $ 1,868.0
Costs and expenses:
Cost of sales 850.4 835.5 1,586.1 1,551.5
Selling and administrative expenses 125.6 90.7 244.2 184.5
-------------- -------------- --------------- --------------
976.0 926.2 1,830.3 1,736.0
-------------- -------------- --------------- --------------
Earnings from operations 119.9 78.6 181.2 132.0
Other revenues - net 4.7 4.8 6.2 8.8
Interest and debt expense (31.3) (25.1) (61.0) (51.8)
-------------- -------------- --------------- --------------
Earnings before income taxes 93.3 58.3 126.4 89.0
Income taxes 32.7 21.0 44.7 32.1
-------------- -------------- --------------- --------------
Earnings before equity in net
earnings of investees 60.6 37.3 81.7 56.9
Equity in net earnings of investees 3.6 7.5 7.6 10.8
-------------- -------------- --------------- --------------
Net earnings $ 64.2 $ 44.8 $ 89.3 $ 67.7
============== ============== =============== ==============
Net earnings per common share - basic $ .62 $ .44 $ .87 $ .66
============== ============== =============== ==============
Net earnings per common share - diluted $ .62 $ .43 $ .86 $ .65
============== ============== =============== ==============
Cash dividends per common share $ .17 $ .16 $ .34 $ .32
============== ============== =============== ==============
Average common shares
outstanding (millions) - basic 102.7 102.2 102.7 101.9
============== ============== =============== ==============
Average common shares
outstanding (millions) - diluted 103.9 105.1 104.2 104.8
============== ============== =============== ==============
See notes to financial statements.
3
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
- --------------------------------------------------
STATEMENTS OF CASH FLOWS (unaudited)
- ------------------------
(All dollar amounts in millions)
First Half Ended
----------------------------------
July 2, July 4,
2000 1999
------------- -------------
Cash flows from operating activities:
Net earnings $ 89.3 $ 67.7
Adjustments to reconcile net earnings to
net cash (used in) operating activities:
Depreciation and depletion of property, plant
and equipment 137.1 135.6
Depreciation and amortization of other assets 30.2 20.3
Deferred income taxes 22.5 (3.9)
Investees - earnings and dividends (1.5) (2.8)
Other (6.2) 14.0
Change in current assets and liabilities:
Accounts receivable (88.7) (159.8)
Inventories (131.8) (9.4)
Other current assets (4.9) 11.7
Accounts payable and accrued liabilities (54.9) (6.0)
------------- -------------
Net cash provided by (used in) operating activities (8.9) 67.4
Cash flows from investing activities:
Capital expenditures (84.1) (90.5)
Additions to equipment rented to others (14.1) (13.6)
Proceeds from sale of assets 21.4
Other (13.7) (24.3)
------------- -------------
Net cash (used in) investing activities (111.9) (107.0)
Cash flows from financing activities:
Additional borrowings 15.0
Payments on borrowings (21.7) (18.1)
Notes payable 137.2
Cash dividends paid (34.9) (32.7)
Common shares issued 7.1 45.1
Common shares purchased (7.7) (35.7)
------------- -------------
Net cash provided by (used in) financing activities 80.0 (26.4)
------------- -------------
(Decrease) in cash and cash equivalents (40.8) (66.0)
Cash and cash equivalents at beginning of year 56.4 102.0
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Cash and cash equivalents at end of quarter $ 15.6 $ 36.0
============= =============
See notes to financial statements.
4
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
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NOTES TO FINANCIAL STATEMENTS
- -----------------------------
(All dollar amounts in millions)
A - FINANCIAL STATEMENTS
The balance sheet at December 31, 1999, is condensed financial information taken
from the audited balance sheet. The interim financial statements are unaudited.
In the opinion of management, all adjustments (which consist of normal recurring
adjustments) necessary to present fairly the financial position and results of
operations for the interim periods presented have been made. These financial
statements should be read in conjunction with the company's Annual Report on
Form 10-K for the year ended December 31, 1999. The results of operations for
the second quarter ended July 2, 2000, are not necessarily indicative of the
results for the full year.
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.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin 101, "Revenue Recognition in Financial Statements", ("SAB 101") which
provides guidance on applying generally accepted accounting principles for
recognizing revenue. SAB 101, as amended, is effective for the fourth quarter
of 2000. Management is reviewing the impact of SAB 101 on its financial
statements, and does not believe that its adoption will have a material impact
on the consolidated financial position, results of operations and cash flows.
C - INVENTORIES
The amount of inventories is (principally last-in, first-out method):
July 2, Dec. 31,
2000 1999
--------- ---------
Finished and semi-finished products $430.5 $297.1
Raw materials 112.4 113.7
Stores and supplies 78.8 79.1
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$621.7 $489.9
========= =========
5
D - ASSET WRITE-DOWNS AND EMPLOYEE TERMINATION COSTS
During 1999, the company recorded a pretax charge of $18.9 million ($17.5
million in cost of sales and $1.4 million in selling and administrative
expenses) associated with the shutdown and disposal of four uncoated paper
machines at the Rumford, Maine, paper mill. The charge included asset write-
downs, contractual obligations for severance costs including medical, dental and
other benefits, impairment charge to adjust the carrying amount of machinery and
equipment and related spare parts included in stores and supplies inventory to
their estimated fair values, and a write off of an investment in a joint venture
as a result of the permanent decline in its value. The severance costs related
to 113 salaried and hourly employees, all of whom left the company on or before
the end of the first quarter of 2000. The balance related to severance charges,
which had not been paid at December 31, 1999, was $2.7 million, all of which was
paid during the first quarter.
E - SHAREOWNERS' EQUITY
The company has outstanding authorization from the Board of Directors to
repurchase up to ten million common shares, of which 250,000 shares were
repurchased during the second quarter of 2000.
Comprehensive earnings for the half years ended July 2, 2000 and July 4, 1999,
were $78.0 million and $67.0 million. Comprehensive earnings for the quarters
ended July 2, 2000 and July 4, 1999, were $59.2 million and $41.9 million. The
difference between net earnings and comprehensive earnings for the first half
ended July 2, 2000 relates to the change in foreign currency translation
adjustment, unrealized loss on available-for-sale securities and additional
minimum pension liability.
F - ADDITIONAL INFORMATION ON CASH FLOWS
First Half Ended
--------------------------
July 2, July 4,
2000 1999
--------------------------
Cash paid for:
Interest $ 57.5 $ 51.1
======== ========
Income taxes $ 43.4 $ 31.2
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6
G - SEGMENT INFORMATION
Second Quarter Ended First Half Ended
-------------------------------- ----------------------------------
July 2, July 4, July 2, July 4,
2000 1999 2000 1999
-------------- ------------- --------------- --------------
Net sales:
Industry segments:
Paper $ 429.0 $ 433.8 $ 883.9 $ 887.7
Packaging and Paperboard 413.2 403.7 782.4 751.4
Consumer & Office Products 253.7 167.3 345.2 228.9
-------------- ------------- --------------- --------------
Total $ 1,095.9 $ 1,004.8 $ 2,011.5 $ 1,868.0
============== ============= =============== ==============
Earnings (loss) from operations
before income taxes:
Industry segments:
Paper $ 51.0 $ 15.2 $ 102.4 $ 61.3
Packaging and Paperboard 53.6 59.3 95.8 83.9
Consumer & Office Products 34.3 22.4 22.4 23.8
Corporate and other (1) (45.6) (38.6) (94.2) (80.0)
-------------- ------------- --------------- --------------
Total $ 93.3 $ 58.3 $ 126.4 $ 89.0
============== ============= =============== ==============
(1) Corporate and other includes
the following:
Other revenues $ 2.4 $ 5.3 $ 4.4 $ 9.3
Interest expense (31.3) (25.1) (61.0) (51.8)
Other expenses (16.7) (18.8) (37.6) (37.5)
-------------- ------------- --------------- --------------
Total $ (45.6) $ (38.6) $ (94.2) $ (80.0)
============== ============= =============== ==============
Identifiable assets have not changed significantly at July 2, 2000, compared to
December 31, 1999.
H - RECLASSIFICATION
Certain prior year amounts have been reclassified to conform with current year
presentation. In the first quarter, the company changed the presentation of its
income statement to include cost of sales and selling and administration
expenses under the heading of costs and expenses, eliminating the gross margin
line. This change conforms the company's presentation to more closely compare
to that of other companies in its industry.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
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CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
RESULTS OF OPERATIONS
- ---------------------
Net sales
- ---------
Second quarter 2000 net sales of $1.096 billion increased 9% from $1.005 billion
in the second quarter of 1999. For the first half of 2000, net sales of $2.012
billion increased 8% compared to net sales of $1.868 billion in the first half
of 1999. The increase in sales was a result of additional sales in the Consumer
& Office Products segment due to the acquisition of AT-A-GLANCE in the fourth
quarter of 1999 and higher selling prices for coated paper and containerboard.
Costs and expenses
- ------------------
Costs of sales in the second quarter of $850.4 million increased 2% from $835.5
million in the second quarter of 1999. For the first half of 2000, costs of
sales of $1.586 billion increased 2% from the first half of 1999. Selling and
administrative expenses of $125.6 million increased 38% from $90.7 million in
1999 reflecting the acquisition in the Consumer & Office Products segment in
November 1999. For the first half of 2000, selling and administrative expenses
of $244.2 million increased 32% from $184.5 million in 1999. Without the impact
of the acquisition, the increase would have been 13% in the second quarter and
9% in the first half, driven primarily by increased spending associated with
Mead's implementation of its Enterprise Resource Planning (ERP) system.
Interest and debt expense
- -------------------------
Interest and debt expense in the second quarter of $31.3 million increased $6.2
million from the second quarter of 1999. Similarly, interest and debt expense
in the first half of $61.0 million increased $9.2 million from the first half of
1999. The increase is due to higher debt levels associated with the financing
of several acquisitions including AT-A-GLANCE and two smaller ones, seasonal
working capital in the Consumer & Office Products segment as well as from higher
interest rates.
Income taxes
- ------------
The effective tax rate was 35.0% for the second quarter and 35.4% for the first
half compared to 36.0% for the second quarter of 1999 and 36.1% for the first
half of 1999.
Equity in net earnings from investees
- -------------------------------------
Mead's share of earnings from investees was $3.6 million in the second quarter
compared to $7.5 million in the second quarter of 1999. In the first half,
Mead's share of earnings from investees was $7.6 million compared to $10.8
million in the first half of 1999. Investee earnings in 2000 is primarily from
the jointly-owned OSB (oriented strand board) facility. In 1999, investee
earnings also included Mead's share of the pulp operations of Northwood Inc.,
which was sold in November 1999.
Net earnings
- ------------
Net earnings for the second quarter of 2000 of $64.2 million increased 43% from
$44.8 million in the second quarter of 1999. Excluding a special charge in the
second quarter of 1999, the increase in earnings would have been 18%. For the
first half of 2000, net earnings of $89.3 million increased 32% from $67.7
million in the first half of 1999. The increase in earnings was a
8
result of growth through acquisition in the Consumer & Office Products segment
and higher selling prices for coated paper and corrugating medium.
Financial Data by Business
- -----------------------------------------
Paper segment
Second Quarter First Half
--------------------------- ---------------------------
2000 1999 % Change 2000 1999 % Change
---- ---- -------- ---- ---- --------
(All dollar amounts in millions)
Net sales (to unaffiliated
customers) $429.0 $433.8 (1)% $883.9 $887.7 --
Segment earnings before
taxes 51.0 15.2 236% 102.4 61.3 67%
Net sales in the first half and the second quarter of 2000 were slightly lower
than for the first half and second quarter of 1999. Earnings for the first half
and second quarter of 2000 increased over the same periods of 1999, primarily as
a result of higher selling prices for coated paper. Segment earnings in the
second quarter of 1999 included a charge of $15.6 million for asset write-offs
and severance costs related to the shutdown of uncoated paper machines at the
Maine mill.
Selling prices for coated paper in the second quarter of 2000 were up 5% over
the second quarter of 1999. Coated paper sales volume declined 4% from the
second quarter of 1999. Sales volume of carbonless paper declined about 7% from
the second quarter of 1999. Inventories of coated paper and carbonless paper
were higher at the end of the first half of 2000 compared to the first half of
1999. The increase in inventories was a result of lower sales volume, despite
downtime taken during the second quarter of 2000.
Packaging & Paperboard segment
Second Quarter First Half
--------------------------- ---------------------------
2000 1999 % Change 2000 1999 % Change
---- ---- -------- ---- ---- --------
(All dollar amounts in millions)
Net sales (to unaffiliated
customers) $413.2 $403.7 2% $782.4 $751.4 4%
Segment earnings before
taxes 53.6 59.3 (10)% 95.8 83.9 14%
Net sales and earnings for the packaging and paperboard segment increased over
the first half of 1999. For the second quarter, net sales increased 2% over the
second quarter of 1999. Earnings in the second quarter declined 10% compared to
the second quarter of 1999, as higher selling prices for corrugating medium and
containers were offset by lower operating results from the
9
company's Coated Board System, which includes the Packaging and Coated Board
divisions. Prices in the second quarter of 2000 for corrugating medium increased
40% over the second quarter of 1999. The effect on earnings of improved pricing
was partially offset by higher costs of recycled fiber (OCC) used in the
production of corrugating medium and coated paperboard. Results from the
company's worldwide beverage packaging business reflected a decline in volume in
North America primarily in the brewery market, weaker pricing in Europe and a
lack of growth in the soft drink market. The company does not expect to recover
the volume short fall during the 2000 beverage selling season. The European
portion of the packaging business continued to be negatively affected by
unfavorable foreign currency exchange rates, primarily the weaker Euro.
Shipments of coated paperboard to open market customers increased in the first
half of 2000 compared to the first half of 1999. Production of coated
paperboard at the Mahrt mill was unchanged from the first half of 1999, although
higher costs for energy and some materials pushed overall costs higher than
prior year. Lower lumber prices negatively affected Mead Coated Board
division's wood products business. Shipments of corrugating medium for the
first half of 2000 were unchanged from the first half of 1999. However,
shipments slowed during the second quarter of 2000, declining 8% from the first
quarter of 2000. The Stevenson corrugating medium mill took approximately one
week of scheduled maintenance downtime in the second quarter of 2000. The mill
performed well during the quarter and the annual mill shutdown and startup went
well.
Consumer & Office Products segment
Second Quarter First Half
--------------------------- ---------------------------
2000 1999 % Change 2000 1999 % Change
---- ---- -------- ---- ---- --------
(All dollar amounts in millions)
Net sales (to unaffiliated
customers) $253.7 $167.3 52% $345.2 $228.9 51%
Segment earnings before
taxes 34.3 22.4 53% 22.4 23.8 (6)%
Sales in the first half and the second quarter of 2000 increased significantly
compared to the first half and second quarter of 1999. Most of the increase
reflected sales of office and time-management products resulting from the
acquisition of AT-A-GLANCE in the fourth quarter of 1999. The increases in the
second quarter also included higher sales of the company's school products.
Earnings for the first half of 2000 declined from the first half of 1999,
reflecting the seasonal loss in the first quarter of 2000 from AT-A-GLANCE,
which Mead did not own in the first half of 1999. Earnings for the second
quarter of 2000 included improved results from the school products business,
which included an enhanced product line for the back-to-school selling season
and the contribution to earnings from AT-A-GLANCE. Shipments of office products
were strong during the quarter and converting and distribution centers operated
well. The integration of the company's former School and Office Products
division with AT-A-GLANCE continued to proceed on schedule.
10
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Working capital on July 2, 2000 was $321 million compared to $230 million on
December 31, 1999. The current ratio was 1.3 at the end of the second quarter
and was 1.2 at December 31, 1999. Inventories and receivables increased in the
first half in the Consumer & Office Products segment compared to the first half
of 1999, primarily as a result of the acquisition of AT-A-GLANCE which was
completed in the fourth quarter of 1999. Inventories are generally higher in
the first half of the year as part of the seasonal build in the Consumer &
Office Products segment for the back-to-school selling season. The increase in
Notes Payable of $137.2 million from December 31, 1999 represents borrowings to
finance the seasonal working capital build and higher levels of inventory in
paper. In the first half of 1999, seasonal working capital was funded from
available cash. In the Paper segment, inventories increased in the second
quarter of 2000 as a result of lower shipment volumes of coated paper.
Borrowed capital (long-term debt) as a percentage of total capital (long-term
debt plus shareowner's equity) was 35.0% on July 2, 2000 and was 35.4% on
December 31, 1999. Total debt to total capital at the end of the first half of
2000 was 40.3% compared to 39.0% on December 31, 1999, reflecting the
seasonality and acquisition financing in Mead's Consumer & Office Products
business.
Capital expenditures totaled $84.1 million for the first half of 2000 compared
to $90.5 million in the first half of 1999.
At the end of the second quarter, Mead paid a fixed rate or a capped rate of
interest on 62% of its debt and paid a floating rate of interest on the
remainder. A change of 1% of the floating interest rate, on an annual basis,
would result in a $.04 change in earnings per share for the year. The estimated
market value of long-term debt, excluding capital leases, was $53 million less
than book value at the end of the second quarter.
Mead repurchased 250,000 shares of its capital stock in the second quarter of
2000. This repurchase activity was the initial step in the share authorization
granted by the Board of Directors in November 1999. On July 19, 2000, the
company announced plans to increase the level of its share repurchase activity
in the second half of 2000 and expects to repurchase at least $90 million of its
shares from time to time through an agent or broker at prevailing prices and as
the market warrants.
OUTLOOK
- -------
During the quarter, Mead continued the multi-year implementation of an
enterprise resource planning ("ERP") software system across the company. Mead
expects to spend approximately $125 million to implement its ERP system between
1998 and 2002. In the second quarter, Mead's Coated Board division successfully
completed the conversion to the ERP system. In the second half of 2000, Mead's
Paper division is scheduled to begin implementation of the ERP system with
additional company divisions to follow in 2001 and 2002. Progress on the
company's four-year roll out of the ERP system is on schedule and on budget.
11
While the impact of foreign currency fluctuations in European currencies is not
significant to the company's overall results, it can affect the results of
individual segments, primarily packaging and paperboard, as it did in the first
half of 2000.
Inflation in general is not expected to have a significant impact on the
company's results in 2000. However, costs for certain raw materials have
increased in 2000 and will affect the results of specific businesses. These
include costs for recycled fiber (primarily OCC) used in the production of
containerboard and coated paperboard, purchased pulp used in the company's
specialty paper businesses, natural gas and oil which impacts costs for
transportation, fuel oil and some petroleum-derived raw materials.
Inventories of paper increased in the first half of 2000 as a result of lower
shipment levels. The company continues to monitor its inventory and will
respond to match production to customer orders.
CERTAIN STATEMENTS IN THIS REPORT ARE FORWARD-LOOKING STATEMENTS. THESE
STATEMENTS INCLUDE RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY DIFFER. CERTAIN
FACTORS THAT COULD CAUSE RESULTS TO DIFFER ARE DESCRIBED IN THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999 AND IN QUARTERLY
REPORTS ON FORM 10-Q FILED IN 2000.
12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
-----------------------------------------------
MARKET RISK
-----------
During the second quarter of 2000, Mead entered into a swap transaction to hedge
a nominal amount of its old corrugated containers (OCC) purchases and its
corrugated medium sales. The potential financial impact was assessed by
modeling the results of a two standard deviation movement in the price of these
commodities for the life of this transaction. This transaction is not expected
to have a material impact on Mead's financial position or annual results of
operations or cash flows based on the analysis.
Except as previously stated, 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, 1999.
PART II - OTHER INFORMATION
---------------------------
ITEM 1. LEGAL PROCEEDINGS
-----------------
Reference is made to the sixth paragraph under "Item 3, Legal Proceedings" in
Mead's Annual Report on Form 10-K for the fiscal year ended December 31, 1999
regarding Riverwood International Corporation v. The Mead Corporation, Appeal
-----------------------------------------------------------
No. 99-1274, filed in the Court of Appeals for the United States District Court
for the Northern District of Georgia. In May, 2000, the Court of Appeals
reversed the judgment of the United States District Court for the Northern
District of Georgia and found the '806 patent was invalid.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
----------------------------------------------------
(a) The Annual Meeting of Shareholders of Mead was held on April 27, 2000.
(b) Proxies were solicited for the meeting pursuant to Regulation 14A.
There was no solicitation in opposition to management's nominees listed in the
proxy statement, and John G. Breen, Duane E. Collins, William E. Hoglund, James
G. Kaiser, Robert J. Kohlhepp, John A. Krol, Susan J. Kropf, Charles S. Mechem,
Jr., Heidi G. Miller, Lee J. Styslinger, Jr., Jerome F. Tatar and J. Lawrence
Wilson were elected.
(c) The results of the election of directors are as follows:
Number of Votes
---------------
Nominee For Withheld Abstentions Broker Non-Votes
- ------- --- -------- ----------- ----------------
John G. Breen 87,693,336 547,893 -0- -0-
Duane E. Collins 87,642,149 599,081 -0- -0-
William E. Hoglund 87,707,697 533,533 -0- -0-
James G. Kaiser 87,735,806 505,423 -0- -0-
Robert J. Kohlhepp 87,741,386 499,843 -0- -0-
13
Number of Votes
---------------
Nominee For Withheld Abstentions Broker Non-Votes
- ------- --- -------- ----------- ----------------
John A. Krol 87,715,085 526,144 -0- -0-
Susan J. Kropf 87,724,866 516,364 -0- -0-
Charles S. Mechem, Jr. 87,626,646 614,583 -0- 0-
Heidi G. Miller 87,710,187 531,043 -0- -0-
Lee J. Styslinger, Jr. 87,489,003 752,227 -0- -0-
Jerome F. Tatar 87,727,348 513,881 -0- -0-
J. Lawrence Wilson 87,712,723 528,506 -0- -0-
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
(10) Material Contracts:
(1) Amendment to Severance Agreement between Registrant and
Jerome F. Tatar.
(2) Form of Amendment to Severance Agreement between Registrant
and each of Elias M. Karter, Raymond W. Lane, A. Robert
Rosenberger and other key employees.
(27) Financial Data Schedule Quarter 2, 2000.
(b) No current reports on Form 8-K were filed with the Commission in the
second quarter of 2000.
14
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: August 10, 2000
THE MEAD CORPORATION
- --------------------
(Registrant)
By: /s/ PETER H. VOGEL, JR.
---------------------------------
Peter H. Vogel, Jr.
Vice President, Finance and Treasurer
(Chief Accounting Officer)
15