As filed with the Securities and Exchange Commission on November 18, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEADWESTVACO CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 2621 31-1797999
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
One High Ridge Park
Stamford, CT 06905
(203)461-7400
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
--------------------
WESTVACO CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 2621 31-1466285
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
One High Ridge Park
Stamford, CT 06905
(203)461-7400
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
--------------------
THE MEAD CORPORATION
(Exact name of Registrant as specified in its charter)
Ohio 2631 31-0535759
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
Mead World Headquarters
Courthouse Plaza Northeast
Dayton, Ohio 45463
(937)495-6323
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
--------------------
Wendell L. Willkie, II, Senior Vice President, General Counsel and Secretary
MeadWestvaco Corporation
One High Ridge Park
Stamford, CT 06905
(203)461-7400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
Copies to:
Wendell L. Willkie, II, Esq. Gerard M. Meistrell, Esq.
Senior Vice President, General Gary A. Brooks, Esq.
Counsel and Secretary Cahill Gordon & Reindel
MeadWestvaco Corporation 80 Pine Street
One High Ridge Park New York, New York 10005
Stamford, Connecticut 06905 (212) 701-3000
(203) 461-7400
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Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined by market conditions.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |X| 333-84060
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
II-1
CALCULATION OF REGISTRATION FEE
============================================================================================================================
Proposed Proposed
Amount maximum maximum
Title of each class of to be offering price aggregate Amount of
securities to be registered registered per unit offering price(1) registration fee (2)
- ----------------------------------------------------------------------------------------------------------------------------
Debt Securities of
MeadWestvaco Corporation(3)
- ----------------------------------------------------------------------------------------------------------------------------
Guarantees of Debt
Securities(3)
- ----------------------------------------------------------------------------------------------------------------------------
Total $50,000,000 100% $50,000,000 $4,600
============================================================================================================================
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(1) Estimated solely for purposes of determining the registration fee.
(2) Registration fee is calculated pursuant to Rule 457(a) under the Securities
Act of 1933.
(3) The debt securities of MeadWestvaco being registered hereby may be
guaranteed by either or both Westvaco Corporation and The Mead Corporation.
Pursuant to Rule 457(n), no separate fee is required to be paid in respect
of guarantees of the debt securities which are being registered
concurrently.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, with the Securities and Exchange
Commission. The contents of registration statement No. 333-84060, including the
exhibits thereto, are incorporated by reference into this registration
statement.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and the State of New York, on the 18th day
of November, 2002.
MEADWESTVACO CORPORATION
(Registrant)
By: /s/ John A. Luke, Jr.
---------------------------------------
Name: John A. Luke, Jr.
Title: President and Chief Executive Officer
S-1
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
* Chairman of the Board and Director November 18, 2002
- -----------------------------------
Jerome F. Tatar
/s/ John A. Luke, Jr. President, Chief Executive Officer November 18, 2002
- ----------------------------------- and Director
John A. Luke, Jr.
Senior Vice President and Chief Financial November 18, 2002
* Officer
- ----------------------------------- (Principal Financial Officer)
Karen R. Osar
* Comptroller November 18, 2002
- ----------------------------------- (Principal Accounting Officer)
John E. Banu
* Director November 18, 2002
- -----------------------------------
John G. Breen
* Director November 18, 2002
- -----------------------------------
Michael E. Campbell
* Director November 18, 2002
- -----------------------------------
Dr. Thomas W. Cole, Jr.
* Director November 18, 2002
- -----------------------------------
Duane E. Collins
* Director November 18, 2002
- -----------------------------------
William E. Hoglund
* Director November 18, 2002
- -----------------------------------
James G. Kaiser
* Director November 18, 2002
- -----------------------------------
Richard B. Kelson
* Director November 18, 2002
- -----------------------------------
John A. Krol
S-2
* Director November 18, 2002
- -----------------------------------
Susan J. Kropf
* Director November 18, 2002
- -----------------------------------
Douglas S. Luke
* Director November 18, 2002
- -----------------------------------
Robert C. McCormack
* Director November 18, 2002
- -----------------------------------
Lee J. Styslinger, Jr.
* Director November 18, 2002
- -----------------------------------
Jane L. Warner
* Director November 18, 2002
- -----------------------------------
J. Lawrence Wilson
Director November 18, 2002
- -----------------------------------
Richard A. Zimmerman
*By: /s/ John A. Luke, Jr.
-----------------------------
John A. Luke, Jr.
as Attorney in Fact
S-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and the State of New York, on the 18th day
of November, 2002.
WESTVACO CORPORATION
(Registrant)
By: /s/ John A. Luke, Jr.
-----------------------------------------------
Name: John A. Luke, Jr.
Title: Chairman, Chief Executive
Officer and President
S-4
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ John A. Luke, Jr. Chairman, Chief Executive Officer, November 18, 2002
- --------------------------------------- President and Director
John A. Luke, Jr.
* Senior Vice President and Chief Financial November 18, 2002
- --------------------------------------- Officer (Principal Financial Officer)
Karen R. Osar
* Vice President and Comptroller November 18, 2002
- --------------------------------------- (Principal Accounting Officer)
John E. Banu
* Director November 18, 2002
- ---------------------------------------
James A. Buzzard
* Director November 18, 2002
- ---------------------------------------
Ian W. Millar
* Director November 18, 2002
- ---------------------------------------
Jerome F. Tatar
*By: /s/ John A. Luke, Jr.
---------------------------------
John A. Luke, Jr.
as Attorney in Fact
S-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and the State of New York, on the 18th day
of November, 2002.
THE MEAD CORPORATION
(Registrant)
By: /s/ John A. Luke, Jr.
------------------------------------------------
Name: John A. Luke, Jr.
Title: President and Chief Executive Officer
S-6
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
* Chairman and Director November 18, 2002
- --------------------------------------
Jerome F. Tatar
President, Chief Executive Officer and November 18, 2002
/s/ John A. Luke, Jr. Director
- --------------------------------------
John A. Luke, Jr.
* Vice President and Chief Financial November 18, 2002
- -------------------------------------- Officer (Principal Financial Officer)
Karen R. Osar
* Comptroller November 18, 2002
- -------------------------------------- (Principal Accounting Officer)
John E. Banu
* Director November 18, 2002
- --------------------------------------
James A. Buzzard
* Director November 18, 2002
- --------------------------------------
Ian W. Millar
*By: /s/ John A. Luke, Jr.
---------------------------------
John A. Luke, Jr.
as Attorney in Fact
S-7
EXHIBIT INDEX
(5) Opinion of Wendell L. Willkie, II, Esq. as Senior Vice President and
General Counsel of MeadWestvaco Corporation.
(23)(a) Consent of Deloitte & Touche LLP.
(23)(b) Consent of PricewaterhouseCoopers LLP.
(23)(c) Consent of Wendell L. Willkie, II, Esq. (included in Exhibit (5)).
(24) Power of Attorney of certain officers and directors (filed as Exhibit 24 to
the Registration Statement on Form S-3 of MeadWestvaco Corporation (File
No. 333-84060) and incorporated herein by reference.
EXHIBIT 5
OPINION OF WENDELL L. WILLKIE, II, ESQ.
November 18, 2002
MeadWestvaco Corporation
One High Ridge Park
Stamford, CT 06905
Gentlemen:
As Senior Vice President, General Counsel and Secretary for MeadWestvaco
Corporation (the "Company") I have acted as your counsel in connection with a
Rule 462(b) registration statement on Form S-3 (the "Registration Statement")
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933 as amended (the "Securities Act"), for the registration
of $50,000,000 aggregate principal amount of debt securities (the "Securities")
of the Company.
The Securities are to be offered under the indenture incorporated by
reference as Exhibit 4(a) to the registration statement on Form S-3 (No.
333-84060) (the "Initial Registration Statement"), which includes the related
prospectus (the "Prospectus"), previously filed with the Commission under the
Securities Act and entered into by the Company, the guarantors named therein and
The Bank of New York, as Trustee, dated as of April 2, 2002 (the "Indenture").
The Registration Statement incorporates by reference the Initial Registration
Statement and the Prospectus included therein.
I have examined such corporate records, documents, certificates and
instruments as in my judgment are necessary and appropriate to enable me to
render the opinion expressed below and I have examined and participated in the
preparation of the Securities and the Registration Statement, the Initial
Registration Statement and the Prospectus referred to below. I have also
examined and am familiar with the Indenture, the form of Security filed as
Exhibit 4(b) to the Initial Registration Statement to be issued pursuant to the
Indenture and the form of Guarantee (the "Guarantee") contained in the
Indenture, each of which has been incorporated by reference to the Registration
Statement.
It is my opinion that:
(a) The Company has been incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware;
(b) The Indenture is a valid and binding instrument, enforceable
according to its terms, except as enforcement may be limited by bankruptcy,
insolvency or other laws affecting enforcement of creditors' rights;
(c) The issuance of the Securities has been authorized by the Company
and when a Security has been executed, authenticated and delivered in
accordance with the terms of the Indenture, and as described in the Initial
Registration Statement and in the applicable underwriting agreement (the
"Underwriting Agreement") filed as an exhibit to a current report on Form
8-K incorporated by reference therein, such Security will constitute a
valid and legally binding obligation of the Company enforceable in
accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency or other laws affecting enforcement of creditors'
rights and will be entitled to the benefits of the Indenture; and
(d) The issuance of the Guarantees has been authorized by each of the
guarantors, and if and when a Guarantee is executed and delivered by a
guarantor, as contemplated by the Indenture and as described in the Initial
Registration Statement and in the Underwriting Agreement, such Guarantee
will constitute a valid and legally binding obligation of such guarantor
enforceable in accordance with its terms except as enforcement may be
limited by bankruptcy, insolvency or other laws affecting creditors'
rights.
I consent to the filing of this Opinion as an exhibit to the Registration
Statement of the Company filed with the Commission for the registration of the
Securities under the Securities Act, and to the use of my name under the
heading, "Legal Opinions," in the Prospectus.
Very truly yours,
/s/ Wendell L. Willkie, II
--------------------------------------------
Wendell L. Willkie, II
Senior Vice President, General Counsel
and Secretary
EXHIBIT 23(a)
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of our report dated January 29, 2002 (which expresses an unqualified
opinion and includes an explanatory paragraph relating to the Company's change
in its method of accounting for derivative instruments effective January 1, 2001
and the Company's change in its method of revenue recognition for provisions
included in certain sales agreements effective January 1, 2000), which is
included in the Current Report on Form 8-K/A, filed March 8, 2002, of
MeadWestvaco Corporation. We also consent to the incorporation by reference of
our report on MW Holding Corporation dated September 27, 2001, which is included
in the Joint Proxy Statement and Prospectus of Westvaco Corporation and The Mead
Corporation. We also consent to the incorporation by reference of our report
dated May 7, 2001, accompanying the financial statements of The Mead 401(k) Plan
included on 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. We also consent to the
incorporation by reference of our report dated November 8, 2001, accompanying
the financial statements of The Mead Corporation Employee Stock Purchase Plan
included on Form 10-K/A Amendment No. 2 to the Annual Report on Form 10-K of The
Mead Corporation for the year ended December 31, 2000. We also consent to the
reference to us under the heading "Experts" in the Prospectus, which is
incorporated by reference in this Registration Statement.
/s/ Deloitte & Touche LLP
- -----------------------------------
Deloitte & Touche LLP
Dayton, Ohio
November 18, 2002
EXHIBIT 23(b)
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 15, 2002 relating to the
MeadWestvaco Corporation (formerly Westvaco Corporation) consolidated financial
statements, which appears in the 2001 Financial Report to Shareholders, which is
incorporated by reference in MeadWestvaco Corporation's Transition Period Report
on Form 10-K for the two months in the period ended December 31, 2001. We also
consent to the reference to us under the heading "Experts" in such Registration
Statement.
/s/ PricewaterhouseCoopers LLP
- ------------------------------------
PricewaterhouseCoopers LLP
New York, New York
November 18, 2002