-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NmGAI0SsH0cYA1ujrHnv42f2QdAk2mVA8ZxD4EQ0aJccHoGngovGerxxIR9D382b ropW/iyYxHLgUJCfZIOoAQ== 0000950172-01-501283.txt : 20020412 0000950172-01-501283.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950172-01-501283 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011206 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: 1807745 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 s573092.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 MEAD GREAT NEWS 4th Quarter 2001- SPECIAL EDITION this issue page 2-3 A snapshot of Mead and Westvaco page 4 What to expect on "Day One" page 4 Key events * * * From the Chairman [Picture of Jerry Tatar] "It's an exciting and unique time. I have a lot of faith that the people from Mead and from Westvaco will make our aspirations into a reality!" We are in the midst of a "once-in-a-lifetime" opportunity. The merger of Mead and Westvaco can produce the finest company in the Forest Products Industry and a leader in the world of basic materials. The business case is compelling. Our portfolio of businesses will be characterized by market leadership, world-class facilities, value-added products, and wonderful opportunities for growth. These businesses can generate excellent financial returns on a sustainable basis. Since we are forming the portfolio under the concept of a "Merger of Equals," our financial position will be strong. We won't need to borrow a lot of money to make the merger a reality. Instead, we can focus our energies on enhancing our financial position as we look for synergies to reduce our costs and working capital requirements. Yes, it's a great opportunity. However, it won't happen by wishing. It will only happen if we work together with our new associates from Westvaco to choose the very best...the best organization design, the best processes and the best providers of goods and services. These may come from Mead; they may come from Westvaco; or they may be brand new ideas. Objectivity needs to rule as we make our choices. We now have a myriad of integration teams at work. To a great extent, our eventual success is in their hands. I'm very confident that we will succeed. I've seen these teams in action. I'm sure that they will perform the proper evaluations and make the right selections. It's an exciting and unique time. I have a lot of faith that the people from Mean and from Westvaco will make our aspirations into a reality! Jerry Tatar Chairman, President and CEO Please check the Intranet frequently for any merger updates. Information is available on the Mead & Westvaco website located in the Mead Businesses box. 1
A snapshot profile of Mead and Westvaco . . . Mead When founded 1846 Product areas Packaging Coated Board Containerboard Paper Specialty Paper Pulp Sales [PHOTO OF PRODUCTS] Consumer & Office Products Net sales (2000) $4.4 billion Net earnings (2000) $161 billion Total assets (2000) $5.7 billion PIMA industry ranking* (2000) 8th Number of employees 15,100 Acres of forest 2.1 million What we say about ourselves A forest products company with approximately $4.4 billion in annual sales. One of the leading North American producers of coated paper, coated paperboard and consumer and office products, a world leader in multiple packaging and specialty paper, and a producer of high-quality corrugating medium. In management of the company's more than 2 million acres of forest, Mead is committed to practicing principled forest stewardship and using resources in a responsible and sustainable manner. Global impact Offices and operations in 32 countries Customers in 98 countries *Paper Industry Management Association 2 Westvaco . . . Or why Mead and Westvaco are a great match 1888 When founded Consumer packaging Product areas Bleached and unbleached boards Graphic paperboards Corrugated containers (Brazil) Saturating kraft Paper Specialty Papers [PHOTO OF PRODUCTS] Envelopes Specialty chemicals $3.7 billion Net sales (2000) $246 million Net earnings (2000) $6.6 billion Total assets (2000) 9th PIMA industry ranking* (2000) 17,000 Number of employees 1.4 million in U.S. and Brazil Acres of forest A leading global supplier of high-value What we say about ourselves packaging, paper and specialty chemicals in targeted markets. Leveraging its longstanding strengths in research and product development and innovation, as well as from its powerful brand equities. Builds on its core strengths to find and create new business solutions, launching four new companies: Westvaco Brand Security, Inc., Paxonix, Forest Technology Group and, most recently, Questerra. Operations in 21 countries Global impact Customers in more than 70 countries 3
What to expect on "Day One" Things that will be the same Office of Integration Forestry/Woodlands Purchasing & Logistics on "Day One" include: Jim Buzzard - Westvaco (leader) Russ Kross - Mead (leader) Sally Crooks - Westvaco(leader) o Salaries and benefits Ronnie Hise - Westvaco Brad Franchi - Mead Chris Osen - Mead o Employment status for most Missy Howard - Mead Gene Hundley - Westvaco John Smith - Westvaco (it's yet to be determined Joe Royal - Westvaco Tony Mollish - Westvaco Bill Wiggins -Mead when any job cuts will occur. Peter Vogel - Mead Jim Okraszewski - Mead However, significant change in Gene Parker - Westvaco Research & Development employment are unlikely to Steering Committee Aga Razvi - Westvaco Fred Renk - Westvaco (leader) take place immediately.) Jim Buzzard - Westvaco Erm Venuto - Mead Pat Begrowicz - Mead o Focus on customers satisfaction Ray Lane - Mead Ron Brown - Westvaco and productivity improvement Tim McLevish - Mead Human Resources David Knox - Westvaco o SAP R3 platform Ian Millar - Mead Chuck Aardema- Mead (leader) Mike Wallace - Mead o Lotus Notes e-mail system (It's Karen Osar - Westvaco Sutton Baldwin - Westvaco yet to be determined if we will Linda Schreiner - Westvaco Tom Bannen - Mead Members of the following have a common e-mail directory Wendell Willkie, II - Westvaco Cindy Cartmell - Mead integration teams have yet to for MeadWestvaco at that time.) Terry Maltbia - Westvaco be identified: o Audix voice mail system Coated Paper - Operations Maria Payne - Westvaco o Commitment to health, safety, Gary Curtis - Mead (leader) Dick Peterson - Mead Consumer & Office Products, environmental protection and George Martin - Westvaco Rich Sanders - Westvaco Envelopes ethical behavior Mike Marziale - Westvaco Senior management sponsors are Rudy Papaik - Mead Information Technology - Neil McLachlan - Mead Things that will be different on Applications John Taylor - Westvaco "Day One" are: Coated Paper - Order Theresa Schnabel - Mead Fulfillment (leader) Packaging - Primary o New corporate leadership Mike Partridge - Westvaco Barry Einhorn - Mead Senior management sponsors are team (leader) Kellie Gypin - Westvaco Ray Lane - Mead o New company name and logo Dan Clark - Mead Tom Thompson - Mead Gil Gillespie - Westvaco o New company website Dave Durst - Westvaco Stephanie White - Westvaco (www.meadwestvaco.com), with Jill Maxwell - Mead existing sites linked to it Tom Meshew - Westvaco Information Technology - Please keep in mind that these o Integration begins for corporate Infrastructure integration teams do not functions, coated papers, primary Coated Paper - Sales & Rod Elser- Westvaco (leader) represent every business or packaging and consumer & office Marketing Barry Einhorn - Westvaco function of the new company, products/envelopes Kevin Clark - Westvaco (leader) Gary Lee - Westvaco but the primary areas that Steve Anderson - Westvaco Gordon MacKenzie - Mead require integration. Mike Caine- Westvaco Edward Miller - Westvaco Tom Gallagher - Mead Paul Moorman - Mead Todd Grossman - Mead Greg Gruning - Mead Legal, Public Affairs & Communications Engineering Gary Balonier - Mead Tim Becraft - Mead (leader) Ron Budzik - Mead John Huyck - Mead Katherine Burgeson- Westvaco Richard Kettlety - Westvaco John Carrara - Westvaco Panagiotis "Takis" Taousakis - Robert Crockett - Westvaco Westvaco Doug Draper - Mead Ned Massee - Westvaco Environmental, Health & Safety Pat Norris - Mead Lon Rollinson - Westvaco (leader) David Santez - Mead Richard Burton - Westvaco Dianne Stroebel - Mead Bob Dickinson - Westvaco Russ Kross - Mead Dirk Krouskop - Mead Bill Lanier - Mead Mike Wise - Mead Finance & Accounting Please note that the dates Key events: Jackie Brophy - Westvaco listed are as of the printing - Announcement of proposed (co-leader) of this issue of GreatNews. merger of equals (August 29) Linda Sheffield - Mead See the Mead Intranet so that - U.S. Justice Department (co-leader) you can fill in the dates as antitrust review completed Bill Beaver - Westvaco they become available. (October 16) Tina Foraker-Blackwell - - Integration Process and Westvaco Teams announced (October 18) Tim Nusbaum - Mead - European Commission (EU) Hal Rogero - Mead approval received (November John Szczepanski - Westvaco 14) Ryne Van Gorp - Mead - SEC (Securities and Exchange Commission) review - Proxies distributed - Proxy results announced - Announcement of merger closing date - Merger - "Day One" begins
Questions or comments may be sent to Vision ID CORPCOMM (or corpcomm@mead.com). Phone messages can be left by calling 888-918-6323. GreatNews(R) is Published by The Mead Corporation for All Employees o Printed on Signature(R) from Mead, 100lb. Dull Text o GreatNews is a Trademark of Mead 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 web site (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 46463, 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 shareholders, 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 and Westvaco's Current Report on Form S-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. 4 -----END PRIVACY-ENHANCED MESSAGE-----