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 GREAT NEWS
4th Quarter 2001- SPECIAL EDITION
this issue
page 2-3
A snapshot of
Mead and Westvaco
page 4
What to expect on
"Day One"
page 4
Key events
* * *
From the Chairman [Picture of Jerry Tatar]
"It's an exciting and unique time. I have a lot of faith that the people
from Mead and from Westvaco will make our aspirations into a reality!"
We are in the midst of a "once-in-a-lifetime" opportunity. The merger of
Mead and Westvaco can produce the finest company in the Forest Products
Industry and a leader in the world of basic materials.
The business case is compelling. Our portfolio of businesses will be
characterized by market leadership, world-class facilities, value-added
products, and wonderful opportunities for growth. These businesses can
generate excellent financial returns on a sustainable basis. Since we are
forming the portfolio under the concept of a "Merger of Equals," our
financial position will be strong. We won't need to borrow a lot of money
to make the merger a reality. Instead, we can focus our energies on
enhancing our financial position as we look for synergies to reduce our
costs and working capital requirements.
Yes, it's a great opportunity. However, it won't happen by wishing. It will
only happen if we work together with our new associates from Westvaco to
choose the very best...the best organization design, the best processes and
the best providers of goods and services. These may come from Mead; they
may come from Westvaco; or they may be brand new ideas. Objectivity needs
to rule as we make our choices.
We now have a myriad of integration teams at work. To a great extent, our
eventual success is in their hands. I'm very confident that we will
succeed. I've seen these teams in action. I'm sure that they will perform
the proper evaluations and make the right selections.
It's an exciting and unique time. I have a lot of faith that the people
from Mean and from Westvaco will make our aspirations into a reality!
Jerry Tatar
Chairman, President and CEO
Please check the Intranet frequently for any merger updates.
Information is available on the Mead & Westvaco website located in the Mead
Businesses box.
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A snapshot profile of Mead and Westvaco . . . Mead
When founded 1846
Product areas Packaging
Coated Board
Containerboard
Paper
Specialty Paper
Pulp Sales
[PHOTO OF PRODUCTS]
Consumer &
Office Products
Net sales (2000) $4.4 billion
Net earnings (2000) $161 billion
Total assets (2000) $5.7 billion
PIMA industry ranking* (2000) 8th
Number of employees 15,100
Acres of forest 2.1 million
What we say about ourselves A forest products company with
approximately $4.4 billion in
annual sales. 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 2 million acres of
forest, Mead is committed to
practicing principled forest
stewardship and using
resources in a responsible and
sustainable manner.
Global impact Offices and operations in 32
countries
Customers in 98 countries
*Paper Industry Management
Association
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Westvaco . . . Or why Mead and Westvaco are a great match
1888 When founded
Consumer packaging Product areas
Bleached and unbleached boards
Graphic paperboards
Corrugated containers (Brazil)
Saturating kraft
Paper
Specialty Papers
[PHOTO OF PRODUCTS]
Envelopes
Specialty chemicals
$3.7 billion Net sales (2000)
$246 million Net earnings (2000)
$6.6 billion Total assets (2000)
9th PIMA industry ranking* (2000)
17,000 Number of employees
1.4 million in U.S. and Brazil Acres of forest
A leading global supplier of high-value What we say about ourselves
packaging, paper and specialty
chemicals in targeted markets.
Leveraging its longstanding strengths in
research and product development and
innovation, as well as from its powerful
brand equities. Builds on its core
strengths to find and create new
business solutions, launching four new
companies: Westvaco Brand Security,
Inc., Paxonix, Forest Technology Group
and, most recently, Questerra.
Operations in 21 countries Global impact
Customers in more than 70 countries
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What to expect on "Day One"
Things that will be the same Office of Integration Forestry/Woodlands Purchasing & Logistics
on "Day One" include: Jim Buzzard - Westvaco (leader) Russ Kross - Mead (leader) Sally Crooks - Westvaco(leader)
o Salaries and benefits Ronnie Hise - Westvaco Brad Franchi - Mead Chris Osen - Mead
o Employment status for most Missy Howard - Mead Gene Hundley - Westvaco John Smith - Westvaco
(it's yet to be determined Joe Royal - Westvaco Tony Mollish - Westvaco Bill Wiggins -Mead
when any job cuts will occur. Peter Vogel - Mead Jim Okraszewski - Mead
However, significant change in Gene Parker - Westvaco Research & Development
employment are unlikely to Steering Committee Aga Razvi - Westvaco Fred Renk - Westvaco (leader)
take place immediately.) Jim Buzzard - Westvaco Erm Venuto - Mead Pat Begrowicz - Mead
o Focus on customers satisfaction Ray Lane - Mead Ron Brown - Westvaco
and productivity improvement Tim McLevish - Mead Human Resources David Knox - Westvaco
o SAP R3 platform Ian Millar - Mead Chuck Aardema- Mead (leader) Mike Wallace - Mead
o Lotus Notes e-mail system (It's Karen Osar - Westvaco Sutton Baldwin - Westvaco
yet to be determined if we will Linda Schreiner - Westvaco Tom Bannen - Mead Members of the following
have a common e-mail directory Wendell Willkie, II - Westvaco Cindy Cartmell - Mead integration teams have yet to
for MeadWestvaco at that time.) Terry Maltbia - Westvaco be identified:
o Audix voice mail system Coated Paper - Operations Maria Payne - Westvaco
o Commitment to health, safety, Gary Curtis - Mead (leader) Dick Peterson - Mead Consumer & Office Products,
environmental protection and George Martin - Westvaco Rich Sanders - Westvaco Envelopes
ethical behavior Mike Marziale - Westvaco Senior management sponsors are
Rudy Papaik - Mead Information Technology - Neil McLachlan - Mead
Things that will be different on Applications John Taylor - Westvaco
"Day One" are: Coated Paper - Order Theresa Schnabel - Mead
Fulfillment (leader) Packaging - Primary
o New corporate leadership Mike Partridge - Westvaco Barry Einhorn - Mead Senior management sponsors are
team (leader) Kellie Gypin - Westvaco Ray Lane - Mead
o New company name and logo Dan Clark - Mead Tom Thompson - Mead Gil Gillespie - Westvaco
o New company website Dave Durst - Westvaco Stephanie White - Westvaco
(www.meadwestvaco.com), with Jill Maxwell - Mead
existing sites linked to it Tom Meshew - Westvaco Information Technology - Please keep in mind that these
o Integration begins for corporate Infrastructure integration teams do not
functions, coated papers, primary Coated Paper - Sales & Rod Elser- Westvaco (leader) represent every business or
packaging and consumer & office Marketing Barry Einhorn - Westvaco function of the new company,
products/envelopes Kevin Clark - Westvaco (leader) Gary Lee - Westvaco but the primary areas that
Steve Anderson - Westvaco Gordon MacKenzie - Mead require integration.
Mike Caine- Westvaco Edward Miller - Westvaco
Tom Gallagher - Mead Paul Moorman - Mead
Todd Grossman - Mead
Greg Gruning - Mead Legal, Public Affairs &
Communications
Engineering Gary Balonier - Mead
Tim Becraft - Mead (leader) Ron Budzik - Mead
John Huyck - Mead Katherine Burgeson- Westvaco
Richard Kettlety - Westvaco John Carrara - Westvaco
Panagiotis "Takis" Taousakis - Robert Crockett - Westvaco
Westvaco Doug Draper - Mead
Ned Massee - Westvaco
Environmental, Health & Safety Pat Norris - Mead
Lon Rollinson - Westvaco (leader) David Santez - Mead
Richard Burton - Westvaco Dianne Stroebel - Mead
Bob Dickinson - Westvaco
Russ Kross - Mead
Dirk Krouskop - Mead
Bill Lanier - Mead
Mike Wise - Mead
Finance & Accounting Please note that the dates Key events:
Jackie Brophy - Westvaco listed are as of the printing - Announcement of proposed
(co-leader) of this issue of GreatNews. merger of equals (August 29)
Linda Sheffield - Mead See the Mead Intranet so that - U.S. Justice Department
(co-leader) you can fill in the dates as antitrust review completed
Bill Beaver - Westvaco they become available. (October 16)
Tina Foraker-Blackwell - - Integration Process and
Westvaco Teams announced (October 18)
Tim Nusbaum - Mead - European Commission (EU)
Hal Rogero - Mead approval received (November
John Szczepanski - Westvaco 14)
Ryne Van Gorp - Mead - SEC (Securities and Exchange
Commission) review
- Proxies distributed
- Proxy results announced
- Announcement of merger
closing date
- Merger
- "Day One" begins
Questions or comments may be sent to Vision ID CORPCOMM (or
corpcomm@mead.com). Phone messages can be left by calling 888-918-6323.
GreatNews(R) is Published by The Mead Corporation for All Employees o
Printed on Signature(R) from Mead, 100lb. Dull Text o GreatNews is a
Trademark of Mead
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 46463, 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 and Westvaco's Current Report on Form S-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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