0000230498-15-000065.txt : 20150702 0000230498-15-000065.hdr.sgml : 20150702 20150702190621 ACCESSION NUMBER: 0000230498-15-000065 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150701 FILED AS OF DATE: 20150702 DATE AS OF CHANGE: 20150702 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rock-Tenn CO CENTRAL INDEX KEY: 0000230498 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] IRS NUMBER: 620342590 STATE OF INCORPORATION: GA FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 504 THRASHER STREET CITY: NORCROSS STATE: GA ZIP: 30071 BUSINESS PHONE: (770) 448-2193 MAIL ADDRESS: STREET 1: PO BOX 4098 CITY: NORCROSS STATE: GA ZIP: 30091 FORMER COMPANY: FORMER CONFORMED NAME: ROCK TENN CO DATE OF NAME CHANGE: 19931223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHAPMAN ROBERT M CENTRAL INDEX KEY: 0001180400 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12613 FILM NUMBER: 15971621 MAIL ADDRESS: STREET 1: 3950 SHACKLEFORD RD # 300 CITY: DULUTH STATE: GA ZIP: 300968268 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2015-07-01 1 0000230498 Rock-Tenn CO RKT 0001180400 CHAPMAN ROBERT M 504 THRASHER STREET NORCROSS GA 30071 1 0 0 0 Class A Common Stock 2015-07-01 4 D 0 27965 D 0 D "On July 1, 2015, WestRock Company ("WestRock", formerly Rome-Milan Holdings, Inc.), Rock-Tenn Company ("RockTenn") and MeadWestvaco Corporation ("MWV") consummated a business combination transaction (the "Combination"), as a result of which RockTenn and MWV each became a direct wholly owned subsidiary of WestRock. Pursuant to the terms of the Second Amended and Restated Business Combination Agreement, dated as of April 17, 2015 and amended as of May 5, 2015, by and among WestRock, RockTenn, MWV, Rome Merger Sub, Inc. and Milan Merger Sub, LLC, (i) each share of RockTenn Class A common stock issued and outstanding immediately prior to the effective time of the Combination was cancelled and converted into the right to receive, at the election of the RockTenn shareholder (but subject to certain proration procedures), either (A) one share of WestRock common stock or (B) cash in an amount equal to the volume weighted average price per share of RockTenn common stock on the New York Stock Exchange for the consecutive period over the five trading days immediately preceding (but not including) the third trading day prior to the effective time of the Combination, and (ii) each share of MWV common stock issued and outstanding immediately prior to the effective time of the Combination was cancelled and converted into the right to receive 0.78 shares of WestRock common stock (the "MWV Exchange Ratio"). Equity-based awards granted pursuant to RockTenn plans and MWV plans that were outstanding immediately prior to the effective time of the Combination were converted into corresponding awards in respect of WestRock common stock at the effective time of the Combination, subject to the same terms and conditions (including applicable vesting requirements) as were applicable to such awards prior to the consummation of the Combination; provided, that equity-based awards granted pursuant to MWV plans were adjusted to reflect the MWV Exchange Ratio." Robert B. McIntosh (Attorney-in-fact pursuant to power of attorney previously filed with SEC) 2015-07-01