0000950172-01-501071.txt : 20011106
0000950172-01-501071.hdr.sgml : 20011106
ACCESSION NUMBER: 0000950172-01-501071
CONFORMED SUBMISSION TYPE: 425
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011101
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: 1773065
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
mw425b.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 Exchange Act of 1934
Subject Company: The Mead Corporation
Commission File No. 1-2267
The following was posted on the Mead Intranet on October 31, 2001:
Subject: Additional Q&A on Merger
October 31, 2001
The following questions and answers were included in the preliminary
registration statement on Form S-4 filed with the Securities and Exchange
Commission by Mead and Westvaco recently. The answers provide information
that Mead employees have requested through the toll free number and e-mail
address established to respond to questions regarding the planned merger.
To submit a question or comment, please call 1-888-918-6323 or send an
e-mail to Vision ID CORPCOMM (or corpcomm@mead.com).
Q: Why are the companies proposing the business combination?
A: We both believe that a combination of the two companies will create a
stronger and more competitive global company than either Mead or Westvaco
is likely to be alone, with strong positions in packaging, coated and
specialty papers, consumer and office products and specialty chemicals. The
combined company, to be named "MeadWestvaco Corporation," is expected to
have annual revenues of approximately $8 billion and a strong asset base
with enhanced growth and cost savings opportunities. Specifically, we
believe the business combination will enhance stockholder value for both
companies by, among other things:
o Creating a stronger company that is better positioned to compete in a
global environment;
o Creating the opportunity to achieve significant cost savings and
operational synergies of $325 million by the end of two years of
combined operations;
o Providing flexibility to assess businesses that do not meet financial
or strategic criteria;
o Establishing a stronger foundation for future strategic initiatives;
o Providing substantially greater financial capacity than either company
would have had separately; and
o Combining a strong and experienced management team drawn from both
companies.
Q: What will a stockholder receive when the mergers occur?
A: Holders of Mead Common Stock
A Mead stockholder will receive one share of MeadWestvaco common stock and
cash consideration of $1.20 in exchange for each share of Mead common stock
owned.
Example: If a Mead stockholder currently owns 10 shares of Mead common
stock, after the Mead merger he or she will be entitled to receive 10
shares of MeadWestvaco common stock and cash consideration of $12.00.
Holders of Westvaco Common Stock
A holder of Westvaco common stock will receive 0.97 of a share of
MeadWestvaco common stock in exchange for each share of Westvaco common
stock owned. He or she will receive cash instead of any resulting fraction
of a share, in an amount reflecting the market value of the fraction of a
share.
Example: If a Westvaco stockholder currently owns 10 shares of Westvaco
common stock, after the Westvaco merger he or she will be entitled to
receive 9 shares of MeadWestvaco common stock and a check for the market
value of seven tenths of a share of MeadWestvaco common stock.
Q: What will be the dividend on MeadWestvaco common stock?
A: Mead currently pays dividends at an annual rate of $0.68 per share and
Westvaco currently pays dividends at an annual rate of $0.88 per share. The
initial annualized MeadWestvaco dividend rate is expected to be $0.92 per
share. Assuming that the annualized dividend is $0.92 per share, Mead
stockholders will receive an increase in their aggregate dividends because
each share of Mead common stock will be converted into one share of
MeadWestvaco common stock in the Mead merger and Westvaco stockholders will
receive approximately the same aggregate dividends because each share of
Westvaco common stock will be converted into 0.97 of a share of
MeadWestvaco common stock in the Westvaco 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 website
(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 stockholders, 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.