UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
COMMISSION FILE NUMBER 1-31215
MeadWestvaco Corporation
(Exact name of registrant as specified in its charter)
Delaware (State of incorporation)
31-1797999 (I.R.S. Employer Identification No.) | One High Ridge Park Stamford, CT 06905 Telephone 203-461-7400 (Address and telephone number of registrant’s principal executive offices) | |
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class | Name of each exchange on which registered | |
| Common Stock- $0.01 par value | New York Stock Exchange | |
| Preferred Stock Purchase Rights | New York Stock Exchange | |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
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, and (2) has been subject to such filing requirements for the past 90 days.
Yesx 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.x
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yesx No¨
At June 30, 2003, the aggregate market value of voting common stock held by nonaffiliates was $4,973,723,256 determined by multiplying the highest selling price of a common share on the New York Stock Exchange - Composite Transaction Tape on such date times the amount by which the total stock outstanding exceeded the stock 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.
At January 31, 2004, the number of shares of common stock of the Registrant outstanding was 201,109,891.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Annual Report to Shareholders are incorporated by reference in Part I and II. Portions of the Registrant’s Proxy Statement for the Annual Meeting of Shareholders scheduled to be held on April 27, 2004, are incorporated by reference in Part III; definitive copies of said Proxy Statement will be filed with the Securities and Exchange Commission on or before March 16, 2004.
EXPLANATORY NOTE
This Form 10K/A is being filed solely to correct a typographical error in Exhibit 13 of MeadWestvaco Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the Securities and Exchange Commission on February 27, 2004. Specifically, the first table in Note R—Cash Flows, of the Notes to Financial Statements, stated that the decrease in Other current assets was $66 million for the year ended December 31, 2003. Instead, it should have stated that the decrease in Other current assets was $6 million for the year ended December 31, 2003.
The amendment conforms the Form 10-K as filed to the version that was certified by MeadWestvaco’s Chief Executive Officer and by the Chief Financial Officer, pursuant to Rules 13a-14(a) and 13a-14(b) under the Securities and Exchange Act of 1934, as amended (Exchange Act). No other changes are being made by means of this filing.
The registrant hereby amends Part IV, Item 15 of the Form 10-K as follows:
PART IV
ITEM 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
The following exhibit replaces Exhibit 13 in the previously filed version of this Annual Report on Form 10-K:
Exhibit
13 Pages 13 through 55 of the MeadWestvaco 2003 Annual Report to Shareholders, incorporated by reference in response to Items 1, 7, 7A and 8 of this Annual Report on Form 10-K. Except for the information that is expressly incorporated by reference, the Annual Report to Shareholders is furnished for the information of the Securities and Exchange Commission and is not deemed to be filed as part of this report.
The following additional exhibits are filed herewith:
| 31.1 | Rule 13a-14(a) Certification by Chief Executive Officer. | |
| 31.2 | Rule 13a-14(a) Certification by Chief Financial Officer. | |
| 32.1 | Section 1350 Certification by Chief Executive Officer. | |
| 32.2 | Section 1350 Certification by Chief Financial Officer. | |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
MEADWESTVACO CORPORATION
(Registrant)
March 2, 2004
/S/ JOHN E. BANU
Name: John E. Banu
Title: Controller (Principal Accounting Officer)
Exhibit Index
| 13 | Pages 13 through 55 of the MeadWestvaco 2003 Annual Report to Shareholders, incorporated by reference in response to Items 1, 7, 7A and 8 of this Annual Report on Form 10-K. Except for the information that is expressly incorporated by reference, the Annual Report to Shareholders is furnished for the information of the Securities and Exchange Commission and is not deemed to be filed as part of this report. | |
| 31.1 | Rule 13a-14(a) Certification by Chief Executive Officer. | |
| 31.2 | Rule 13a-14(a) Certification by Chief Financial Officer. | |
| 32.1 | Section 1350 Certification by Chief Executive Officer. | |
| 32.2 | Section 1350 Certification by Chief Financial Officer. | |
