SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): October 16, 2001
THE MEAD CORPORATION
(Exact name of Registrant as specified in its charter)
Ohio 1-2267 31-0535759
(State of (Commission (IRS Employer
Incorporation) File Number) Identification
Number)
Mead World Headquarters
Courthouse Plaza, Northeast
Dayton, Ohio 45463
(Address of principal executive offices)
937-495-6323
(Registrant's telephone No.)
N/A
(Former name or former address, if changed since last report)
ITEM V. OTHER EVENTS
On October 16, 2001, The Mead Corporation and Westvaco Corporation
announced that the waiting period for regulatory review under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), related to the proposed merger of the two companies had terminated.
The Mead Corporation and Westvaco Corporation have previously filed with
the Securities and Exchange Commission a registration statement on Form S-4
on behalf of MW Holding Corporation containing a preliminary joint proxy
statement/prospectus and other relevant documents that more fully describe
the proposed transaction.
A joint press release announcing the termination of the waiting
period under the HSR Act was issued on October 16, 2001, a copy of which is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The foregoing description is qualified in its entirety by reference to the
full text of such exhibit.
ITEM VII. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
99.1 Joint press release issued by The Mead Corporation and
Westvaco Corporation on October 16, 2001.
SIGNATURES
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 hereunto duly authorized.
THE MEAD CORPORATION
(Registrant)
Date: October 16, 2001 By: /s/ Sue K. McDonnell
-----------------------------
Name: Sue K. McDonnell, Esq.
Title: Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
Exhibit No. Description
99.1 Joint press release issued by The Mead
Corporation and Westvaco Corporation on October
16, 2001.
Exhibit 99.1
[Mead Logo] [Westvaco Logo]
Contacts for Mead:
Mark Pomerleau (Investors)
937-495-3456
Doug Draper (Media)
937-495-3319
Contacts for Westvaco:
Roger A. Holmes (Investors)
203-461-7537
Robert G. Crockett (Media)
203-461-7583
FOR IMMEDIATE RELEASE
MEAD AND WESTVACO CLEAR HART-SCOTT-RODINO WAITING PERIOD
Dayton, OH and Stamford, CT. October 16, 2001 -- The Mead Corporation
(NYSE:MEA) and Westvaco Corporation (NYSE:W) announced today that the
statutory Hart-Scott-Rodino review related to the proposed merger of the
two companies has terminated. Clearing this step was required to complete
the merger.
The closing of the transaction is also subject to completion of
foreign regulatory review as well as shareholder approval. The companies
expect to close the transaction in the fourth quarter of 2001.
As announced on August 29, Mead and Westvaco have agreed to a merger
of equals creating a global company with leading positions in packaging,
coated and specialty papers, consumer and office products, and specialty
chemicals. The new company, which will be called MeadWestvaco Corporation,
will have $8 billion in annual revenues, profitable growth platforms in the
company's four core businesses, and a strong balance sheet with substantial
financial capacity.
Westvaco Corporation (www.westvaco.com), headquartered in Stamford,
CT, is a leading producer of paperboard and value-added packaging for
media, pharmaceutical and consumer markets, and is a major producer of
coated papers and specialty chemicals. The company operates in 21
countries, serves customers in more than 70 countries, and employs
approximately 17,000 people worldwide.
The Mead Corporation, a forest products company with $4.4 billion in
annual sales, is one of the leading North American producers of coated
paper, coated paperboard and consumer and office products, a world leader
in multiple packaging and specialty paper, and a producer of high-quality
corrugating medium. In management of the company's more than two million
acres of forests, Mead is committed to practicing principled forest
stewardship and using resources in a responsible and sustainable manner.
For additional information about Mead, visit the company's web site at
www.mead.com
Additional Information
The Mead Corporation ("Mead") and Westvaco Corporation ("Westvaco") have
filed with the SEC a registration statement on Form S-4 on behalf of MW
Holding Corporation containing a preliminary joint proxy
statement/prospectus and other relevant documents concerning the proposed
transaction with the SEC. INVESTORS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ON THE PROPOSED TRANSACTION.
Investors may obtain the documents free of charge at the SEC's website
(www.sec.gov). In addition, documents filed with the SEC by Mead or
Westvaco with respect to the proposed transaction may be obtained free of
charge by contacting The Mead Corporation, Mead World Headquarters,
Courthouse Plaza Northeast, Dayton, Ohio 45463, Attention: Mark Pomerleau,
Director of Investor Relations (tel.: (937) 495-3456), or Westvaco
Corporation, One High Ridge Park, Stamford, Connecticut 06905, Attention:
John W. Hetherington (tel.: (203) 461-7500). INVESTORS SHOULD READ THE
JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION.
Mead and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Mead shareholders. The
directors and executive officers of Mead include: John G. Breen, Duane E.
Collins, William E. Hoglund, James G. Kaiser, Robert J. Kohlhepp, John A.
Krol, Susan J. Kropf, Raymond W. Lane, Sue K. McDonnell, Timothy R.
McLevish, Ian Millar, Heidi G. Miller, Lee J. Styslinger, Jr., Jerome F.
Tatar and J. Lawrence Wilson. Collectively, as of January 31, 2001, the
directors and executive officers of Mead beneficially owned less than 1% of
the outstanding shares of Mead's common stock (excluding shares subject to
options). Shareholders may obtain additional information regarding the
interests of such participants by reading the joint proxy
statement/prospectus.
Westvaco and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Westvaco stockholders. The
directors and executive officers of Westvaco include: Michael E. Campbell,
Dr. Thomas W. Cole, Jr., David F. D'Alessandro, Richard B. Kelson, Douglas
S. Luke, James A. Buzzard, Jane L. Warner, Richard A. Zimmerman, John A.
Luke, Jr., Robert C. McCormack, David E. McIntyre, Karen R. Osar and
Wendell L. Willkie, II. Collectively, as of November 30, 2000, the
directors and executive officers of Westvaco beneficially owned less than
1% of the outstanding shares of Westvaco's common stock (excluding shares
subject to options). Stockholders may obtain additional information
regarding the interests of such participants by reading the joint proxy
statement/prospectus.
Certain statements in this document and elsewhere by management of the
company that are neither reported financial results nor other historical
information are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such information
includes, without limitation, the business outlook, assessment of market
conditions, anticipated financial and operating results, strategies, future
plans, contingencies and contemplated transactions of the company. Such
forward-looking statements are not guarantees of future performance and are
subject to known and unknown risks, uncertainties and other factors which
may cause or contribute to actual results of company operations, or the
performance or achievements of each company, or industry results, to differ
materially from those expressed, or implied by the forward-looking
statements. In addition to any such risks, uncertainties and other factors
discussed elsewhere herein, risks, uncertainties and other factors that
could cause or contribute to actual results differing materially from those
expressed or implied for the forward-looking statements include, but are
not limited to, events or circumstances which affect the ability of Mead
and Westvaco to integrate successfully and achieve the anticipated benefits
of the transaction; competitive pricing for each company's products;
changes in raw materials; energy and other costs; fluctuations in demand
and changes in production capacities; changes to economic growth in the
U.S. and international economies, especially in Asia and Brazil; government
policies and regulations, including, but not limited to those affecting the
environment and the tobacco industry; and currency movements. Mead and
Westvaco undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or
otherwise. Investors are advised, however, to consult any further
disclosures made on related subjects in each Company's reports filed with
the SEC.