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
[MEAD LOGO] [WESTVACO LOGO]
FOR ADDITIONAL INFORMATION:
AMBER GARWOOD - Mead (media) WILLIAM P. FULLER - Westvaco (media)
937-495-3319 203-461-7580
MARK POMERLEAU - Mead (investors) ROGER HOLMES - Westvaco (investors)
937-495-3456 203-461-7537
KATHLEEN WEISS - Westvaco (investors)
203-461-7543
Mead & Westvaco Announce Record Date for Special Meetings
DAYTON, Ohio and STAMFORD, Conn. November 30, 2001 - The Mead Corporation
(NYSE:MEA) and Westvaco Corporation (NYSE:W) today announced that the close
of business on December 10, 2001, will be the record date for determining
the holders of common shares entitled to vote on the proposed merger of the
two companies at a special meeting. The date, time and location of each
special meeting will be announced later.
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 will
be 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 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 Report 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.
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