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
A Message From Jerry Tatar and John Luke, Jr.
We've achieved tremendous progress in planning for the integration of our
businesses and expect to be in excellent position for a closing in late
January 2002. To that end, both companies have called a special meeting of
shareholders for January 28, for the purpose of obtaining shareholder
approval of the merger. All shareholders of record on December 10,
including many of our employees who own shares in Mead or Westvaco, will
soon receive a proxy statement and proxy card asking for their vote in
favor of the merger.
The proxy statement describes the merger, as well as information concerning
financial results for the combined company, risk factors and other
important matters that should be considered when voting. If you're a
shareholder, we recommend that you read this important document before
deciding how to vote.
It is important to note that for reasons of corporate law, a failure to
vote is counted as a vote against the merger, and so we're urging all
shareholders to complete and return their proxy cards - however they intend
to vote - so their intentions are truly reflected. Shareholders typically
vote by proxy rather than attending the special meeting. Alternatively,
shareholders may vote their shares by telephone as described in the proxy
statement.
Since announcing the merger in August, many of our customers have indicated
how excited they are about the potential of this new enterprise. The
investment community has also reacted very positively to the merger. The
combination makes compelling strategic sense. MeadWestvaco, with its
stronger balance sheet, its larger, more efficient business platforms and
focus on attractive growing global markets will be better positioned to
serve customers and return greater value to shareholders.
Mead and Westvaco have much in common, including our focus on quality,
customer service, problem-solving, environmental excellence, safety
performance and maintaining a superior workplace for our employees. We're
confident that our employee shareholders share this vision and our sense of
excitement for MeadWestvaco. We hope they will support the creation of this
new company by voting in favor of the merger.
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 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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