Filed by The Mead Corporation
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: The Mead Corporation
Commission File No. 1-2267
The following press release was issued jointly by The Mead Corporation and
Westvaco Corporation on October 29, 2001:
[MEAD LOGO] [WESTVACO LOGO]
ADDITIONAL INFORMATION:
Media Relations - Mead Media Relations - Westvaco
AMBER GARWOOD BILL FULLER
937-495-3573 203-461-7580
Investor Relations - Mead Investor Relations - Westvaco
MARK POMERLEAU ROGER HOLMES
937-495-3456 203-461-7537
MEAD AND WESTVACO TO BROADCAST SECURITY ANALYST MEETING
DAYTON, OH and STAMFORD, CT - October 29, 2001. The Mead
Corporation (NYSE: MEA) announced today that Mead Chairman, President,
and CEO Jerry Tatar and Westvaco Corporation (NYSE: W) Chairman and CEO
John A. Luke, Jr., will make a joint presentation to security analysts
in New York City on Friday, November 2, 2001. They will be discussing
the previously announced plans to merge the two companies. 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.
The audio portion of the meeting will be web cast on the Mead
and Westvaco web sites beginning at 10 a.m. EST.
Interested parties may connect to the Mead home page at
www.mead.com and then click on Conference Calls (under Financial
Information) for instructions to access the "listen-only" web cast.
Listeners should go to the web site at least 15 minutes prior to the
start of the call to register, download, and install any necessary audio
software. The audio portion of the meeting will also be web cast on
Westvaco's web site (www.westvaco.com) at 10 a.m. EST. After connecting
to the web site, interested parties should click on Investor Relations
(under Investor Services), then look for instructions to access the web
cast in "listen-only" mode. Listeners should go to the web site at least
15 minutes prior to the call to register, download, and install any
necessary software.
Analysts and investors may listen to the meeting by calling
212-896-6061. A replay of the call will be available on both Mead's and
Westvaco's web sites immediately following the call or via the telephone
on Friday, November 2, 2001 from noon EST until 5:00 p.m and again on
Monday, November 5 from 8:00 a.m. EST to noon. Please call 800-633-8284
(domestic) and enter reservation #19922586. International callers:
858-812-6440.
On August 29, 2001, Mead and Westvaco announced that they
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 enterprise value of the combined
organization is in excess of $10 billion.
Westvaco Corporation (www.westvaco.com), headquartered in
Stamford, Connecticut, 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. More
information about Westvaco's businesses and use of sustainable forestry
practices to manage its 1.4 million acre land base can be found on the
company's web site, www.westvaco.com.
The Mead Corporation, a forest products company with $4.4
billion in annual sales in 2000, 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. 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 web site
(http://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 Westvaco and their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from Mead shareholders and
Westvaco shareholders, respectively, in connection with the proposed
merger between Mead and Westvaco. For more information on who may be
deemed to be participants in the solicitation of proxies, please see
Mead's and Westvaco's Current Reports on Form 8-K filed with the SEC on
October 18, 2001.
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.
# # #
The following was distributed to Mead employees and posted on the Mead Intranet
on October 30, 2001:
Subject: MeadWestvaco -- What Can You Expect on Day One?
October 30, 2001
Many Mead employees have asked, "What should we expect to happen on the day
the Mead and Westvaco merger is completed?" The answer is that there will
be few obvious differences on "Day One." Over time, the MeadWestvaco
integration process will lead to significant changes; however, the first
day will primarily be business as usual.
Things that will be the same on "Day One" include:
o Salaries and benefits
o Employment status for most (It's yet to be determined when any job
cuts will occur. However, significant changes in employment are
unlikely to take place immediately.)
o Focus on customer satisfaction and productivity improvement
o SAP R3 platform
o Lotus Notes e-mail system (It's yet to be determined if we will have a
common e-mail directory for MeadWestvaco at that time.)
o Audix voice mail system
o Commitment to health, safety, environmental protection and ethical behavior
Things that will be different on "Day One" are:
o New corporate leadership team
o New company name and logo
o New company website (www.meadwestvaco.com), with existing sites linked to
it
o Integration begins for corporate functions, coated papers, primary
packaging and consumer & office products/envelopes
After the merger is completed, MeadWestvaco will complete the integration
process as quickly as possible and ensure that all businesses and assets
meet rigorous parameters for strategic fit, growth and returns. As
decisions are made relating to the new company's structure, they will be
announced to employees.
This note does not represent an attempt to answer all possible questions.
It is intended to address questions about "Day One" that may be common to
most employees. Further questions or clarifications should be directed to
your Human Resources manager. You can also send questions or comments to
Vision ID CORPCOMM (or corpcomm@mead.com). Phone messages can be left by
calling 888-918-6323.
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. 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 web site
(http://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 Westvaco and their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from Mead shareholders and
Westvaco shareholders, respectively, in connection with the proposed
merger between Mead and Westvaco. For more information on who may be
deemed to be participants in the solicitation of proxies, please see
Mead's and Westvaco's Current Reports on Form 8-K filed with the SEC on
October 18, 2001.
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.
# # #
The following was distributed to Mead employees and posted on the Mead Intranet
on October 30, 2001:
To All Mead Employees:
We are vigorously proceeding with our efforts to combine Mead and Westvaco
into a new, unique organization. The integration teams have started the
intensive effort of identifying the necessary benefits that support
bringing our organizations together.
The Mead and Westvaco employees involved in this process will be developing
work plans that will be implemented after closing the transaction. Activity
supporting the development of these plans is now occurring daily throughout
Mead and Westvaco. It's vitally important work. To learn more about the
effort to combine Mead and Westvaco, I encourage you to discuss integration
activities with your manager. I also recommend reviewing the merger-related
information posted on the Mead Intranet (see "Mead & Westvaco" under "Mead
Businesses" on the home page).
The Integration Steering Committee (which is led by Jim Buzzard, and
includes Ian Millar, Ray Lane and Tim McLevish) indicates there is great
excitement and enthusiasm about the creation of MeadWestvaco. Two of the
major benefits will be better service to our customers and enhanced
opportunities to grow with them. Our new enterprise will offer a broader
selection of products than is now available from either company,
individually. This will enable MeadWestvaco to reach out to a broader list
of potential customers and solidify our position with present customers.
Since announcing the merger in August, our customers have expressed
tremendous support for the combination and we intend to deliver ... and
turn their expectations into reality.
A great deal of work remains to be done. I am grateful to the people in our
organization who are working on this vital effort. The new organization
that we are building will be well positioned to succeed under any and all
market conditions ... including the challenging conditions that we now
face.
It's an exciting time. Thank you for your continued efforts and patient
understanding.
Jerry Tatar
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. 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 web site
(http://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 Westvaco and their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from Mead shareholders and
Westvaco shareholders, respectively, in connection with the proposed
merger between Mead and Westvaco. For more information on who may be
deemed to be participants in the solicitation of proxies, please see
Mead's and Westvaco's Current Reports on Form 8-K filed with the SEC on
October 18, 2001.
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.
# # #