0000230498-15-000073.txt : 20150702
0000230498-15-000073.hdr.sgml : 20150702
20150702191803
ACCESSION NUMBER: 0000230498-15-000073
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: GELLERSTEDT LAWRENCE L III
CENTRAL INDEX KEY: 0001056731
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12613
FILM NUMBER: 15971671
MAIL ADDRESS:
STREET 1: MARQUIS TOWER SUITE 245
STREET 2: 245 PEACHTREE CENTER AVENUE NE
CITY: ATLANTA
STATE: GA
ZIP: 30303
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2015-07-01
0000230498
Rock-Tenn CO
RKT
0001056731
GELLERSTEDT LAWRENCE L III
60 PIEDMONT AVENUE, FIRST FLOOR
ATLANTA
GA
30303
1
0
0
0
Class A Common Stock
2015-07-01
4
D
0
60061
D
0
D
Class A Common Stock
2015-07-01
4
D
0
146
0
D
0
I
By Daughter
"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