0000950172-01-501077.txt : 20011107
0000950172-01-501077.hdr.sgml : 20011107
ACCESSION NUMBER: 0000950172-01-501077
CONFORMED SUBMISSION TYPE: 425
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011102
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: 1774445
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
s604073a.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 Mead Corporation ("Mead") and Westvaco Corporation ("Westvaco") made a
joint security analyst presentation on November 2, 2001.
Mead and Westvaco distributed to those attending the analyst presentation a
mixed bag of various Mead and Westvaco products, including the following
Mead products: a Cambridge Portfolio, a compact disc/video disc holder, an
AT-A-GLANCE calendar, a "Harry Potter" paperboard folder and a notebook.
Accompanying those Mead products was a card with the following text:
Consumer and Office Products
Mead is a leading manufacturer and distributor of school and office
supplies to the commercial office products and consumer markets. The
division operates manufacturing plants and distribution centers across
North America. It produces more than 4,000 different items including,
loose-leaf and wire-bound notebooks, folders, pads, portfolios, decorative
wall and desk calendars, back-to-school and office supplies, stationery
products, media storage accessories, time management and personal
organizers. The division has strongly recognized product brands including:
Five Star(R), First Gear(R), Trapper Keeper(R), Cambridge(R), Laserline(R),
AT-A-GLANCE(R), Time Line(R), Expressive Images(R), Day Minder(R),
YEAR-IN-A-BOX(R) and Ready Reference(R), among many others. [Mead logo.]
Analysts attending the presentation were also given a copy of the November
2001 edition of O, The Oprah Magazine. Affixed to the cover of each of the
magazines distributed to analysts was a sticker with the following text:
COATED PAPER SYNERGIES
Mead and Westvaco are both known as leading producers of coated papers
serving the high-end segment of the printing and publishing markets. Our
fine papers are used in the production of brochures, catalogues,
advertising materials, annual reports and premium magazines. O, The Oprah
Magazine, uses Mead's Dependoweb(R) brand for the text paper and Westvaco's
Sterling(R) Ultra brand for the cover stock. The superb graphic
reproduction of these papers make this one of the most appealing magazines
on the newsstand.
[MeadWestvaco logo.]
Analysts attending the presentation were also given a digital video disc
("DVD") of the film Star Wars I: The Phantom Menace. Affixed to each of the
DVDs distributed to analysts was a sticker with the following text:
EXPANDING OUR GLOBAL MEDIA PACKAGING
The acquisitions of Poly-Matrix in the U.S. and U.K.-based DuBOIS Holdings
Ltd. have made Westvaco the leading global supplier of packaging for the
rapidly expanding interactive computer game and DVD-movie segments. The
Amaray(R) DVD pack, widely regarded as the preferred standard for DVD
packaging, is produced from injection-molded plastic. Access to this
technology significantly enhances Westvaco's consumer packaging
capabilities. [Westvaco logo.]
Analysts attending the presentation were also given a paper cup from
Starbucks Coffee and two $3 coupons redeemable at a Starbucks Coffee
establishment. Affixed to each of the cups distributed to analysts was a
sticker with the following text:
TECHNICAL KNOW-HOW
Westvaco is recognized for its research and development capabilities and
finding solutions that match customer needs. In addition to meeting
traditional packaging needs, our paperboards are also produced with special
coatings that allow for direct food contact, provide moisture resistancy
and can be used in the freezer, microwave or conventional ovens. Our cup
stock is used in the manufacture of both hot and cold drink cups for many
multinational companies. [Westvaco logo.]
Analysts attending the presentation were also given a package of four "H2O
+" shower and bath gels. Affixed to each of the packages distributed to
analysts was a sticker with the following text:
SPECIALTY PACKAGING
Our specialty markets encompass packaging for cosmetics, upscale consumer
goods, personal care items and promotional uses. We are uniquely positioned
to serve these markets with a broad array of packaging options, including
Klearfold(R) rigid plastic folding cartons. In this package, we have
combined see-through utility with superb graphics and a design that
encourages customers to experience the produt's "relaxing and soothing
appeal." [Westvaco logo.]
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.