0000950172-01-500946.txt : 20011010
0000950172-01-500946.hdr.sgml : 20011010
ACCESSION NUMBER: 0000950172-01-500946
CONFORMED SUBMISSION TYPE: 425
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011009
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: 1754903
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
s100801.txt
RULE 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 Exchange Act of 1934
Subject Company: The Mead Corporation
Commission File No. 1-2267
The following memorandum was posted on Mead's Intranet:
Date: October 8, 2001
Subject: Preparing for the MeadWestvaco Integration
To: All Mead Employees
From: Jerry Tatar
Since August 29, representatives from Mead and Westvaco have been meeting
regularly to discuss the combination of our companies to create a powerful
new enterprise. Excellent progress is being made.
Leading this effort is Jim Buzzard of Westvaco. He is supported by a
steering committee, which is comprised of Karen Osar, Linda Schreiner and
Wendell Willkie of Westvaco, and Tim McLevish, Ray Lane and Ian Millar of
Mead. They are responsible for the development and implementation of plans
to combine the two organizations. These senior officers of both companies
are as excited as I am about the tremendous opportunities which we have
before us.
MeadWestvaco will be an outstanding company in our field uniquely
positioned with strong global platforms and growth in targeted markets and
the potential to generate superior financial returns.
This will be accomplished by securing leading market positions with
high-quality, value-added products and services in four core
businesses - packaging, coated and specialty papers, consumer and office
products, and specialty chemicals. In each business segment, customer
focus, innovation and integrity will represent the foundation for
MeadWestvaco.
In pursuing our global growth strategies, this new enterprise will maintain
a rigorous commitment to disciplined cost control, allocation of resources,
and operating synergies. We will define and measure our approach to these
disciplines for the benefit of customers, shareholders and our employees.
Our management team will be strong, employing a well-defined strategic
process to maintain and enhance our core business franchise. This will be
done by creating a steady stream of new businesses and new products in
response to global growth opportunities. Innovation and creativity will be
vital, and they will shape our future. We will look to leverage our
people's imagination and resourcefulness, and continue our steadfast
commitment to employee health and safety and protection of our environment.
The integration teams and the senior management sponsors are listed below.
The responsibility of these teams will be to focus on those necessary
activities to support the objectives of the integration, while supporting
the creation of MeadWestvaco. The activities of these teams and the other
important functions of the integration will be supported by a comprehensive
communications process.
Successfully creating this new company will require a great deal of work.
It will require talent and dedication to the goals and objectives for this
new enterprise. It is a very powerful and compelling new platform ... and
our success will depend heavily on your strong support. Individual
integration teams and the senior management sponsors are:
Coated Papers - Operations: Ian Millar-Mead, Jim Buzzard-Westvaco
Coated Papers - Sales & Marketing: Ian Millar-Mead, Jim Buzzard-Westvaco
Coated Papers - Order Fulfillment: Ian Millar-Mead, Jim Buzzard-Westvaco
Packaging - Primary: Ray Lane-Mead, Gil Gillespie-Westvaco
Consumer & Office Products, Envelopes: Neil McLachlan-Mead, John Taylor-Westvaco
Forestry/Woodlands: Mark Watkins-Mead, Scott Wallinger-Westvaco
Information Technology - Infrastructure: Jim McGrane-Mead, Rod Elser-Westvaco
Information Technology - Applications: Jim McGrane-Mead, Rod Elser-Westvaco
Purchasing/Logistics: Peter Vogel-Mead, Bill Stewart-Westvaco
Research & Development: Mark Watkins-Mead, John Glomb-Westvaco
Engineering: Mark Watkins-Mead, Len Antell-Westvaco
Human Resources: Bob Rosenberger-Mead, Linda Schreiner-Westvaco
Finance & Accounting: Tim McLevish-Mead, Karen Osar-Westvaco
Legal/Public Affairs/Communications: Sue McDonnell-Mead, Wendell
Willkie-Westvaco
Environmental, Health & Safety: Mark Watkins-Mead, Richard Burton-Westvaco
Please keep in mind that these Integration Teams do not represent every
business or function of the new company, but the primary areas that require
integration.
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 with the SEC. 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 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 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.
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, Richard B. Kelson, Douglas
S. Luke, James A. Buzzard, Jane L. Warner, Richard A. Zimmerman, 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 less than
1% of the outstanding shares of Westvaco's common stock (excluding shares
subject to options). Stockholders may obtain additional information
regarding the interests of such participants by reading the joint proxy
statement/prospectus.
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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