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 slides were included in the Investor Relations Slide
Presentation on November 1, 2001 prepared jointly by The Mead Corporation
and Westvaco Corporation (the remaining slides in the Presentation have
been previously filed by The Mead Corporation):
SHARPEN BUSINESS FOCUS
Focus on businesses meeting strict parameters
for strategic fit, growth and financial returns
|X| Assets not meeting criteria will be restructured,
sold or closed
|X| Such assets may include:
-- Selected containerboard operations
-- Non-strategic woodlands
-- Selected paper operations
-- Envelope business
|X| Take appropriate action within 12 months
MeadWestvaco Slide 11
Events Since Merger Announcement
MEAD
|X| Announced planned closing of consumer and office products Atlanta
plant
|X| Announced planned closing of printing & writing paper mill as part
of divestiture of Gilbert Paper
|X| Announced sale of a small business unit of consumer and office
products which produced creative coloring products
WESTVACO
|X| Announced planned closing of paper mill, including 2 paper
machines, in Tyrone, PA
|X| Announced restructuring of consumer packaging operations including
closing of two plants in Richmond, VA, and Memphis, TN
|X| Announced other restructuring and right-sizing actions which, in
combination with the above items, will lead to an estimated $65
million pretax charge against fiscal 4Q01 earnings and about $60
million a year in pretax annual savings
MeadWestvaco Slide 14
OBSERVATIONS
|X| Packaging powerhouse
-- Combine systems & design capabilities
-- Broad range of substrates
-- Impressive, low-cost facilities
|X| Leveraging organic growth
-- Product development
-- Materials, design, processes
|X| Forest productivity
|X| ERP: common system
|X| Integration teams: will & skill
MeadWestvaco Slide 15
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 website
(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 stockholders, 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 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.
# # #