UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)1
MeadWestvaco Corporation
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
583334107
(CUSIP Number)
JEFFREY C. SMITH
STARBOARD VALUE LP
777 Third Avenue, 18th Floor
New York, New York 10017
(212) 845-7977
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)
July 1, 2015
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 583334107
1 | NAME OF REPORTING PERSON STARBOARD VALUE LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON PN |
2
CUSIP NO. 583334107
1 | NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON CO |
3
CUSIP NO. 583334107
1 | NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY S LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON OO |
4
CUSIP NO. 583334107
1 | NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY C LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON PN |
5
CUSIP NO. 583334107
1 | NAME OF REPORTING PERSON STARBOARD VALUE R LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON PN |
6
CUSIP NO. 583334107
1 | NAME OF REPORTING PERSON STARBOARD VALUE R GP LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON OO |
7
CUSIP NO. 583334107
1 | NAME OF REPORTING PERSON STARBOARD LEADERS BRAVO LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON OO |
8
CUSIP NO. 583334107
1 | NAME OF REPORTING PERSON STARBOARD LEADERS FUND LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON PN |
9
CUSIP NO. 583334107
1 | NAME OF REPORTING PERSON STARBOARD VALUE A LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON PN |
10
CUSIP NO. 583334107
1 | NAME OF REPORTING PERSON STARBOARD VALUE A GP LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON OO |
11
CUSIP NO. 583334107
1 | NAME OF REPORTING PERSON STARBOARD VALUE GP LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON OO |
12
CUSIP NO. 583334107
1 | NAME OF REPORTING PERSON STARBOARD PRINCIPAL CO LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON PN |
13
CUSIP NO. 583334107
1 | NAME OF REPORTING PERSON STARBOARD PRINCIPAL CO GP LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON OO |
14
CUSIP NO. 583334107
1 | NAME OF REPORTING PERSON JEFFREY C. SMITH | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON IN |
15
CUSIP NO. 583334107
1 | NAME OF REPORTING PERSON MARK R. MITCHELL | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON IN |
16
CUSIP NO. 583334107
1 | NAME OF REPORTING PERSON PETER A. FELD | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON IN |
17
CUSIP NO. 583334107
1 | NAME OF REPORTING PERSON STEVEN J. KLINGER | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON IN |
18
CUSIP NO. 583334107
1 | NAME OF REPORTING PERSON GEORGE W. WURTZ, III | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON IN |
19
CUSIP NO. 583334107
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On July 1, 2015, pursuant to that certain Second Amended and Restated Business Combination Agreement, dated as of April 17, 2015, as amended on May 5, 2015 (the “Business Combination Agreement”), by and among the Issuer, WestRock Company (formerly known as Rome-Milan Holdings, Inc.), a Delaware corporation (“WestRock”), Rock-Tenn Company, a Georgia corporation, Rome Merger Sub, Inc., a Georgia corporation and wholly owned subsidiary of WestRock, and Milan Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of WestRock (“MWV Merger Sub”), MWV Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of WestRock (the “Merger”). Effective as of the close of business on July 1, 2015, each Share owned by the Reporting Persons was converted into 0.78 shares of common stock of WestRock pursuant to the Business Combination Agreement. Accordingly, as a result of the Merger, the Reporting Persons own less than 5% of the outstanding shares of WestRock and no longer beneficially own any securities of the Issuer.
Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(e) are hereby amended and restated to read as follows:
(a)-(b) Effective as of the close of business on July 1, 2015, as a result of the Merger, each Share owned by the Reporting Persons was converted into 0.78 shares of common stock of WestRock pursuant to the Business Combination Agreement. Accordingly, the Reporting Persons no longer beneficially own any securities of the Issuer.
(c) The transactions in the Shares by the Reporting Persons during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
(d) Not applicable.
(e) As of the close of business on July 1, 2015, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
20
CUSIP NO. 583334107
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 2, 2015
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD By: Starboard Value LP, its investment manager STARBOARD VALUE AND OPPORTUNITY S LLC By: Starboard Value LP, its manager STARBOARD VALUE AND OPPORTUNITY C LP By: Starboard Value R LP, its general partner STARBOARD VALUE R LP By: Starboard Value R GP LLC, its general partner STARBOARD LEADERS BRAVO LLC By: Starboard Value A LP, its managing member STARBOARD LEADERS FUND LP By: Starboard Value A LP, its general partner | STARBOARD VALUE A LP By: Starboard Value A GP LLC, its general partner STARBOARD VALUE LP By: Starboard Value GP LLC, its general partner STARBOARD VALUE GP LLC By: Starboard Principal Co LP, its member STARBOARD PRINCIPAL CO LP By: Starboard Principal Co GP LLC, its general partner STARBOARD PRINCIPAL CO GP LLC STARBOARD VALUE A GP LLC STARBOARD VALUE R GP LLC |
By: | /s/ Jeffrey C. Smith | |
Name: | Jeffrey C. Smith | |
Title: | Authorized Signatory |
/s/ Jeffrey C. Smith |
JEFFREY C. SMITH |
Individually and as attorney-in-fact for Mark R. Mitchell, Peter A. Feld, Steven J. Klinger and George W. Wurtz, III |
21
CUSIP NO. 583334107
SCHEDULE A
Transactions in the Shares During the Past Sixty Days
Nature of the Transaction | Amount of Securities Purchased/(Sold) | Price Per Security ($) | Date of Purchase/Sale |
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
Purchase of Cash-Settled Total Return Swap | 100,000 | 49.6802 | 05/01/2015 |
Purchase of Cash-Settled Total Return Swap | 65,600 | 47.9948 | 05/05/2015 |
Purchase of Cash-Settled Total Return Swap | 1,045,059 | 50.7100 | 05/18/2015 |
Sale of Cash-Settled Total Return Swap | (56,164) | 50.7100 | 05/18/2015 |
Sale of Cash-Settled Total Return Swap | (988,895) | 50.7100 | 05/18/2015 |
Sale of Common Stock | (37,036) | 50.9774 | 05/19/2015 |
Sale of Common Stock | (25,542) | 51.1100 | 05/19/2015 |
Sale of Common Stock | (65,133) | 51.0992 | 05/19/2015 |
Sale of Common Stock | (25,542) | 51.1873 | 05/20/2015 |
Sale of Common Stock | (38,313) | 51.2126 | 05/20/2015 |
Sale of Common Stock | (25,542) | 51.1488 | 05/21/2015 |
Sale of Common Stock | (51,084) | 51.5766 | 05/22/2015 |
Sale of Common Stock | (25,542) | 51.4477 | 05/22/2015 |
Sale of Common Stock | (51,084) | 51.3514 | 05/26/2015 |
Sale of Common Stock | (25,542) | 51.2387 | 05/26/2015 |
Sale of Cash-Settled Total Return Swap | (63,856) | 51.3689 | 05/27/2015 |
Sale of Cash-Settled Total Return Swap | (38,313) | 51.3314 | 05/28/2015 |
Sale of Cash-Settled Total Return Swap | (89,398) | 50.9901 | 05/29/2015 |
Purchase of Cash-Settled Total Return Swap | 217,812 | 48.8461 | 06/04/2015 |
Purchase of Cash-Settled Total Return Swap | 18,151 | 49.4448 | 06/05/2015 |
Purchase of Cash-Settled Total Return Swap | 18,151 | 49.3619 | 06/09/2015 |
Sale of Cash-Settled Total Return Swap | (26,270) | 50.6557 | 06/19/2015 |
Purchase of Cash-Settled Total Return Swap | 18,151 | 48.4897 | 06/22/2015 |
Purchase of Cash-Settled Total Return Swap | 71,864 | 47.6060 | 06/29/2015 |
Purchase of Cash-Settled Total Return Swap | 215,593 | 47.5611 | 06/30/2015 |
Purchase of Cash-Settled Total Return Swap | 36,730 | 47.9840 | 07/01/2015 |
CUSIP NO. 583334107
STARBOARD VALUE AND OPPORTUNITY S LLC
Purchase of Common Stock | 12,000 | 47.9948 | 05/05/2015 |
Sale of Common Stock | (7,361) | 50.9774 | 05/19/2015 |
Sale of Common Stock | (5,077) | 51.1100 | 05/19/2015 |
Sale of Common Stock | (12,946) | 51.0992 | 05/19/2015 |
Sale of Common Stock | (5,077) | 51.1873 | 05/20/2015 |
Sale of Common Stock | (7,615) | 51.2126 | 05/20/2015 |
Sale of Common Stock | (5,077) | 51.1488 | 05/21/2015 |
Sale of Common Stock | (10,154) | 51.5766 | 05/22/2015 |
Sale of Common Stock | (5,077) | 51.4477 | 05/22/2015 |
Sale of Common Stock | (10,154) | 51.3514 | 05/26/2015 |
Sale of Common Stock | (5,077) | 51.2387 | 05/26/2015 |
Sale of Common Stock | (12,692) | 51.3689 | 05/27/2015 |
Sale of Common Stock | (7,615) | 51.3314 | 05/28/2015 |
Sale of Common Stock | (17,768) | 50.9901 | 05/29/2015 |
Purchase of Common Stock | 36,408 | 48.8461 | 06/04/2015 |
Purchase of Common Stock | 3,034 | 49.4448 | 06/05/2015 |
Purchase of Common Stock | 3,034 | 49.3619 | 06/09/2015 |
Sale of Common Stock | (5,144) | 50.6557 | 06/19/2015 |
Purchase of Common Stock | 3,034 | 48.4897 | 06/22/2015 |
Purchase of Common Stock | 12,013 | 47.6060 | 06/29/2015 |
Purchase of Common Stock | 36,039 | 47.5611 | 06/30/2015 |
Purchase of Common Stock | 5,741 | 47.9840 | 07/01/2015 |
STARBOARD VALUE AND OPPORTUNITY C LP
Purchase of Common Stock | 6,600 | 47.9948 | 05/05/2015 |
Sale of Common Stock | (4,064) | 50.9774 | 05/19/2015 |
Sale of Common Stock | (2,803) | 51.1100 | 05/19/2015 |
Sale of Common Stock | (7,148) | 51.0992 | 05/19/2015 |
Sale of Common Stock | (2,803) | 51.1873 | 05/20/2015 |
Sale of Common Stock | (4,205) | 51.2126 | 05/20/2015 |
Sale of Common Stock | (2,803) | 51.1488 | 05/21/2015 |
Sale of Common Stock | (5,606) | 51.5766 | 05/22/2015 |
Sale of Common Stock | (2,803) | 51.4477 | 05/22/2015 |
Sale of Common Stock | (5,606) | 51.3514 | 05/26/2015 |
Sale of Common Stock | (2,803) | 51.2387 | 05/26/2015 |
CUSIP NO. 583334107
Sale of Common Stock | (7,008) | 51.3689 | 05/27/2015 |
Sale of Common Stock | (4,205) | 51.3314 | 05/28/2015 |
Sale of Common Stock | (9,811) | 50.9901 | 05/29/2015 |
Purchase of Common Stock | 19,977 | 48.8461 | 06/04/2015 |
Purchase of Common Stock | 1,665 | 49.4448 | 06/05/2015 |
Purchase of Common Stock | 1,665 | 49.3619 | 06/09/2015 |
Sale of Common Stock | (2,839) | 50.6557 | 06/19/2015 |
Purchase of Common Stock | 1,665 | 48.4897 | 06/22/2015 |
Purchase of Common Stock | 6,591 | 47.6060 | 06/29/2015 |
Purchase of Common Stock | 19,773 | 47.5611 | 06/30/2015 |
Purchase of Common Stock | 3,136 | 47.9840 | 07/01/2015 |
STARBOARD LEADERS BRAVO LLC
Purchase of Cash-Settled Total Return Swap | 360,042 | 50.7100 | 05/18/2015 |
Sale of Cash-Settled Total Return Swap | (360,042) | 50.7100 | 05/18/2015 |
Sale of Common Stock | (50,797) | 50.9774 | 05/19/2015 |
Sale of Common Stock | (35,032) | 51.1100 | 05/19/2015 |
Sale of Common Stock | (89,332) | 51.0992 | 05/19/2015 |
Sale of Common Stock | (35,032) | 51.1873 | 05/20/2015 |
Sale of Common Stock | (52,548) | 51.2126 | 05/20/2015 |
Sale of Common Stock | (35,032) | 51.1488 | 05/21/2015 |
Sale of Common Stock | (70,064) | 51.5766 | 05/22/2015 |
Sale of Common Stock | (35,032) | 51.4477 | 05/22/2015 |
Sale of Common Stock | (70,064) | 51.3514 | 05/26/2015 |
Sale of Common Stock | (35,032) | 51.2387 | 05/26/2015 |
Sale of Cash-Settled Total Return Swap | (87,580) | 51.3689 | 05/27/2015 |
Sale of Cash-Settled Total Return Swap | (52,549) | 51.3314 | 05/28/2015 |
Sale of Cash-Settled Total Return Swap | (122,611) | 50.9901 | 05/29/2015 |
Purchase of Cash-Settled Total Return Swap | 277,794 | 48.8461 | 06/04/2015 |
Purchase of Cash-Settled Total Return Swap | 23,149 | 49.4448 | 06/05/2015 |
Purchase of Cash-Settled Total Return Swap | 23,149 | 49.3619 | 06/09/2015 |
Sale of Cash-Settled Total Return Swap | (35,794) | 50.6557 | 06/19/2015 |
Purchase of Cash-Settled Total Return Swap | 23,149 | 48.4897 | 06/22/2015 |
CUSIP NO. 583334107
Purchase of Cash-Settled Total Return Swap | 93,692 | 47.6060 | 06/29/2015 |
Purchase of Cash-Settled Total Return Swap | 281,075 | 47.5611 | 06/30/2015 |
Purchase of Cash-Settled Total Return Swap | 46,845 | 47.9840 | 07/01/2015 |
STARBOARD VALUE LP
(Through the Starboard Value LP Accounts)
Purchase of Common Stock | 15,800 | 47.9948 | 05/05/2015 |
Sale of Common Stock | (45,742) | 50.9774 | 05/19/2015 |
Sale of Common Stock | (31,546) | 51.1100 | 05/19/2015 |
Sale of Common Stock | (80,441) | 51.0992 | 05/19/2015 |
Sale of Common Stock | (31,546) | 51.1873 | 05/20/2015 |
Sale of Common Stock | (47,319) | 51.2126 | 05/20/2015 |
Sale of Common Stock | (31,546) | 51.1488 | 05/21/2015 |
Sale of Common Stock | (63,092) | 51.5766 | 05/22/2015 |
Sale of Common Stock | (31,546) | 51.4477 | 05/22/2015 |
Sale of Common Stock | (63,092) | 51.3514 | 05/26/2015 |
Sale of Common Stock | (31,546) | 51.2387 | 05/26/2015 |
Sale of Common Stock | (78,864) | 51.3689 | 05/27/2015 |
Sale of Common Stock | (47,318) | 51.3314 | 05/28/2015 |
Sale of Common Stock | (110,412) | 50.9901 | 05/29/2015 |
Purchase of Common Stock | 48,009 | 48.8461 | 06/04/2015 |
Purchase of Common Stock | 4,001 | 49.4448 | 06/05/2015 |
Purchase of Common Stock | 4,001 | 49.3619 | 06/09/2015 |
Sale of Common Stock | (29,953) | 50.6557 | 06/19/2015 |
Purchase of Common Stock | 4,001 | 48.4897 | 06/22/2015 |
Sale of Common Stock | (93,100) | 49.3127 | 06/24/2015 |
Purchase of Common Stock | 15,840 | 47.6060 | 06/29/2015 |
Purchase of Common Stock | 47,520 | 47.5611 | 06/30/2015 |
Purchase of Common Stock | 7,548 | 47.9840 | 07/01/2015 |