0000950172-01-500808.txt : 20011008
0000950172-01-500808.hdr.sgml : 20011008
ACCESSION NUMBER: 0000950172-01-500808
CONFORMED SUBMISSION TYPE: 425
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20010919
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: MEAD CORP
CENTRAL INDEX KEY: 0000064394
STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631]
IRS NUMBER: 310535759
STATE OF INCORPORATION: OH
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 425
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-02267
FILM NUMBER: 1740629
BUSINESS ADDRESS:
STREET 1: MEAD WORLD HEADQUARTERS
STREET 2: COURTHOUSE PLZ NORTHEAST
CITY: DAYTON
STATE: OH
ZIP: 45463
BUSINESS PHONE: 9374954439
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: MEAD CORP
CENTRAL INDEX KEY: 0000064394
STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631]
IRS NUMBER: 310535759
STATE OF INCORPORATION: OH
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 425
BUSINESS ADDRESS:
STREET 1: MEAD WORLD HEADQUARTERS
STREET 2: COURTHOUSE PLZ NORTHEAST
CITY: DAYTON
STATE: OH
ZIP: 45463
BUSINESS PHONE: 9374954439
425
1
slide24.txt
425
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 and Exchange Act of 1934
Subject Company: The Mead Corporation
Commission File No. 1-2267
The following slide was included in the Investor Relations Slide
Presentation on September 19, 2001 prepared jointly by The Mead Corporation
and Westvaco Corporation (the remaining slides in the Presentation were
filed on September 18, 2001):
-------------------------------------------------------------------------------
PRO FORMA BALANCE SHEET
-------------------------------------------------------------------------------
MOST RECENT PERIOD(1)
------------------------------------
W/OUT SYNERGIES WITH SYNERGIES
-------------------------------------------------------------------------------
Total Assets(2) $13,101 MM
Total Debt 4,533
Shareholders' Equity(3) 5,285
Debt / Total Capitalization 40%
Debt / EBITDA(4) 3.2x 2.6x
(1) Per 10Q at time of announcement
(2) Adjusted for new goodwill
(3) Assumes $1.20 special dividend to Mead shareholders
(4) Assumes $325 million of synergies
[MEADWESTVACO LOGO] 24
# # #
The Mead Corporation ("Mead") and Westvaco Corporation ("Westvaco")
will be filing a joint proxy statement/prospectus and other relevant
documents concerning the proposed transaction with the SEC. INVESTORS ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ON THE PROPOSED TRANSACTION. Investors will be able to
obtain the documents free of charge at the SEC's website (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 WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION.
Mead and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Mead shareholders. The
directors and executive officers of Mead include: John G. Breen, Duane E.
Collins, William E. Hoglund, James G. Kaiser, Robert J. Kohlhepp, John A.
Krol, Susan J. Kropf, Raymond W. Lane, Sue K. McDonnell, Timothy R. McLevish,
Ian Millar, Heidi G. Miller, Lee J. Styslinger, Jr., Jerome F. Tatar and J.
Lawrence Wilson. Collectively, as of January 31, 2001, the directors and
executive officers of Mead beneficially owned less than 1% of the outstanding
shares of Mead's common stock (excluding shares subject to options).
Shareholders may obtain additional information regarding the interests of
such participants by reading the joint proxy statement/prospectus when it
becomes available.
Westvaco and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Westvaco stockholders. The
directors and executive officers of Westvaco include: Michael E. Campbell,
Dr. Thomas W. Cole, Jr., David F. D'Alessandro, David L. Hopkins, Jr.,
Richard B. Kelson, Douglas S. Luke, William R. Miller, Jane L. Warner,
Richard A. Zimmerman, Rudolph G. Johnstone, Jr., John A. Luke, Jr., Robert C.
McCormack, David E. McIntyre, Karen R. Osar and Wendell L. Willkie, II.
Collectively, as of November 30, 2000, the directors and executive officers
of Westvaco beneficially owned approximately 4.8% of the outstanding shares
of Westvaco's common stock. Stockholders may obtain additional information
regarding the interests of such participants by reading the joint proxy
statement/prospectus when it becomes available.
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.