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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD ENDED DECEMBER 31, 2001
COMMISSION FILE NUMBER 1-31215
MeadWestvaco Corporation
(Exact name of registrant as specified in its charter)
Delaware One High Ridge Park
(State of incorporation) Stamford, CT 06905
Telephone 203-461-7400
31-1797999 (Address and telephone number of
(I.R.S. Employer Identification No.) registrant's principal executive offices)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
Common Stock- $0.01 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days. Yes No X
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
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At February 28, 2002, the number of shares of common stock outstanding and
aggregate market value of voting common stock held by nonaffiliates were
198,808,267 and $7,107,395,545, respectively, determined by multiplying the
highest selling price of a common share on the New York Stock Exchange -
Composite Transaction Tape on such date times the amount by which the total
stock outstanding exceeded the stock beneficially owned by directors and
executive officers of the Registrant. Such determination shall not, however, be
deemed to be an admission that any person is an "affiliate" as defined in Rule
405 under the Securities Act of 1933.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held on April 23, 2002, are incorporated by
reference in Part III; definitive copies of said Proxy Statement will be filed
with the Securities and Exchange Commission (the "SEC") on or before March 29,
2002.
TABLE OF CONTENTS
PART I
Item Page
1. Business I-1
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2. Properties I-6
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3. Legal proceedings I-9
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4. Submission of matters to a vote of security holders I-11
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PART II
5. Market for the registrant's common stock and related security holder matters II-1
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6. Selected financial data II-2
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7. Management's discussion and analysis of financial condition and results of operations II-3
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7A. Quantitative and qualitative disclosures about market risk II-3
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8. Financial statements and supplementary data II-3
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9. Changes in and disagreements with accountants on accounting and financial disclosure II-3
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PART III
10. Directors and executive officers of the registrant III-1
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11. Executive compensation III-1
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12. Security ownership of certain beneficial owners and management III-1
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13. Certain relationships and related transactions III-1
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PART IV
14. Exhibits, financial statement schedules and reports on Form 8-K IV-1
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Introduction
MeadWestvaco was formed on January 29, 2002, as a result of the merger of equals
of The Mead Corporation and Westvaco Corporation. Because for accounting
purposes the merger is treated as an acquisition of Mead by Westvaco, the
historical financial statements of Westvaco become the historical financial
statements of MeadWestvaco. Accordingly, the financial results included in this
report are the financial results of Westvaco. Additionally, because Westvaco
changed its fiscal year from a fiscal year ending October 31, to a fiscal year
ending December 31, the period covered by this report is the two-month period
ending December 31, 2001 (the "Transition Period").
The businesses of Westvaco and Mead have been combined as a result of the
merger. However, because this Transition Report covers the financial results of
Westvaco corporation for this two month Transition Period, in addition to
presenting business and other information concerning MeadWestvaco, this
Transition Report presents some of this information for Westvaco and Mead
separately. Future reports will include the business of MeadWestvaco on a
combined basis from the date of the merger.
Part I
Item 1. Business
General
MeadWestvaco Corporation is a Delaware corporation formed for the purpose of
consummating the business combination of The Mead Corporation and Westvaco
Corporation. The business combination was consummated on January 29, 2002.
MeadWestvaco's business consists exclusively of the businesses of Mead and
Westvaco. Unless otherwise indicated or the context otherwise requires, the term
"MeadWestvaco" refers to MeadWestvaco Corporation and its consolidated
subsidiaries, including Mead and Westvaco, and the terms "Mead" and "Westvaco"
refer to The Mead Corporation and Westvaco Corporation, respectively, in each
case together with their consolidated subsidiaries. Because for accounting
purposes the merger is treated as an acquisition, effective January 29, 2002, of
Mead by Westvaco, the historical financial statements of Westvaco become the
consolidated financial statements of MeadWestvaco, the registrant. The
historical financial information contained herein reflects periods prior to the
merger of Mead and Westvaco and as such do not reflect accounting for the
business combination.
Westvaco changed its fiscal year-end from October 31, to December 31 and
MeadWestvaco has a December 31 year end. This report covers the two-month period
ended December 31, 2001 (the "Transition Period"). The Transition Period results
do not necessarily reflect results for a full year.
Information concerning Mead's financial results for the twelve-month period
ended December 31, 2001, is contained in MeadWestvaco's Current Report on Form
8-K/A filed with the Securities and Exchange Commission on March 8, 2002.
Westvaco, a Delaware corporation, was incorporated in 1899 as West Virginia Pulp
and Paper Company. Westvaco's historical business has been as a producer of
packaging, paper and specialty chemicals. Westvaco has served customers in more
than 70 countries with operations in the United States, Brazil, Europe and Asia.
Westvaco has produced paper and paperboard to convert into a variety of
packaging products. Westvaco has also been a leading global supplier of premium
packaging for consumer products markets.
Mead, an Ohio corporation, was incorporated in 1930 as the outgrowth of a paper
manufacturing business founded in 1846. Mead's historical business has been as a
producer of paper, packaging systems, pulp, paperboard, lumber and other wood
products. Mead also has manufactured and distributed consumer and office
supplies including time management products. Mead has served customers in
approximately 100 countries with operations in the United States, Canada, Latin
America, Europe and Asia.
Business segments
MeadWestvaco's principal business segments on a combined basis are (1) packaging
products, (2) coated and specialty papers, (3) consumer and office products and
(4) specialty chemicals. While the forest resources operations represent a
segment of MeadWestvaco's business, it does not meet the threshold to be
reported separately.
Westvaco's principal business segments have been the manufacture of (1)
packaging products, (2) paper products, and (3) chemicals. A more detailed
description of Westvaco's segments, including financial information, is
contained in Note S to the consolidated financial statements included in the
MeadWestvaco 2001 Financial Report to Shareholders, and is incorporated herein
by reference.
I-2
Mead's principal business segments have been the manufacture of (1) paper, (2)
packaging and paperboard, and (3) consumer and office products. A more detailed
description of Mead's segments, including financial information, is contained in
Note T to the consolidated financial statements for Mead for the twelve-month
period ended December 31, 2001, as included in MeadWestvaco's Current Report on
Form 8-K/A filed with the Securities and Exchange Commission on March 8, 2002.
Marketing and distribution
The principal markets for MeadWestvaco's products are in the United States,
Canada, Latin America, Europe and Asia. MeadWestvaco operates in 33 countries
and serves customers in approximately 100 nations. MeadWestvaco expects to
continue to utilize marketing and distribution methods of Westvaco and Mead to
serve the combined business while conducting a review of these methods as part
of the company's overall integration efforts.
The principal markets for Westvaco's products have been in the United States,
Brazil, Europe and Asia. Substantially all products have been sold through
Westvaco's own sales force. The principal markets for Mead's products have been
in the United States, Canada, Latin America, Europe and Asia. Mead's products
have been sold through a mixture of its own sales force and through paper
merchants and distributors. Each company has maintained sales offices in key
cities for their respective markets throughout the world.
Forest resources
The principal raw material used in the manufacture of paper, paperboard and pulp
is wood. MeadWestvaco's strategy, based on the location of its mills and the
composition of surrounding forestland ownership, is to provide a portion of its
wood fiber from company-owned land and to rely on private woodland owners and
private contractors and suppliers for the balance. MeadWestvaco owns
approximately 3.5 million acres of forests worldwide. As part of MeadWestvaco's
strategic review of its timberlands holdings, the company expects to reduce its
U.S. land base over the next several years, disposing of parcels which are not
strategically significant to the company due to their location in areas where
the company otherwise has sufficient appropriate supply for its mills.
MeadWestvaco expects to continue to obtain most of its wood requirements from
company owned or controlled timberlands, from private woodland owners and
private contractors or suppliers, including participants in the company's
Cooperate Forest Management Program (CFM) which provides an additional source of
wood fiber from acreage owned by participating landowners and managed with
assistance from company foresters. The company believes that these sources will
be able to adequately supply the company's needs. Additionally, the company has
the capacity to supply all of the wood for its Brazilian mill from company
plantations.
As of December 31, 2001, Westvaco owned 1,378,000 acres of forestland with
approximately 1,068,000 in the South and Middle Atlantic United States, 190,000
acres in the Central United States and approximately 120,000 acres in southern
Brazil (more than 2,000 miles from the Amazon rainforests). As of December 31,
2001, Mead owned or controlled approximately 2,087,000 acres of timberlands in
the United States, with approximately 820,000 acres in the Midwest, 660,000 in
the Northeast and 607,000 acres in the South.
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Patents
MeadWestvaco has a large number of foreign and domestic trademarks, trade names,
patents, patent rights and licenses relating to its business. While, in the
aggregate, intellectual property rights are material to MeadWestvaco's business,
the loss of any one or any related group of such rights would not have a
material adverse effect on the business of MeadWestvaco, with the exception of
the "Mead(R)" mark for consumer and office products.
Competition
MeadWestvaco operates in very competitive domestic and foreign markets,
competing with many large, well-established and highly competitive manufacturers
and service providers. In addition, the company's business is affected by a
range of macroeconomic conditions, such as: industry capacity; industry
consolidations; global competition; economic growth in the U.S. and abroad; and
currency exchange rates.
The company competes principally through quality; value-added products and
services (packaging solutions); customer service; innovation; technology; and
product design and price. The company's proprietary trademarks and patents are
also important to the company's competitive position in certain markets.
Research
MeadWestvaco's research and development efforts are primarily focused on
increased timber and fiber production on a sustainable basis, as well as new
product innovation and process enhancements.
Environmental Laws and Regulations
MeadWestvaco's operations are subject to extensive regulation by federal, state
& local authorities, as well as regulatory authorities with jurisdiction over
foreign operations of the company. These regulations impose effluent and
emission limitations, waste disposal and other requirements upon the operations
of the company, and require the company to obtain and operate in compliance with
the conditions of permits and similar authorizations from the appropriate
governmental authorities. Through its operating subsidiaries, MeadWestvaco has
obtained, has applications pending, or is making application for such permits
and authorizations. MeadWestvaco does not anticipate that compliance with such
statutes and regulations will have a material adverse effect on its competitive
position or its overall business. MeadWestvaco's competitors are subject to the
same statutes and regulations, and while individual regulatory programs may
impact competitors somewhat differently, MeadWestvaco expects that in the
aggregate these statutes and regulations affect competitors to a relatively
similar degree.
Environmental expenditures in the future are anticipated to include long-term
projects for maintenance and upgrade of wastewater treatment plants, process
modifications and air emission controls. Due to changes in environmental laws
and regulations, the application of such laws and regulations and changes in
environmental control technology, it is not possible for MeadWestvaco to predict
with certainty the amount of capital expenditures to be incurred for
environmental purposes. Taking these uncertainties into account, MeadWestvaco
estimates that it may incur approximately $40 million in expenditures for
Westvaco facilities for the year ending December 31, 2002, and approximately $22
million in expenditures over the next three calendar years for Mead facilities.
I-4
A portion of anticipated future environmental capital expenditures of
MeadWestvaco will concern compliance with regulations promulgated under the
Clean Air Act and Clean Water Act (the "Cluster Rules") designed to reduce air
and water discharges of specific substances from U.S. pulp and paper mills by
2006. MeadWestvaco has taken major steps to comply with the Cluster Rules which
require new and existing integrated pulp and paper mills to install control
devices to limit the release of certain pollutants into the air and water.
MeadWestvaco expects to incur additional capital expenditures of approximately
$80 million over the next five years to comply with the Cluster Rules.
Additional operating expenses will be incurred as capital installations required
by the Cluster Rules are put into service. Environmental organizations are
challenging the Cluster Rules in the U.S. Court of Appeals. MeadWestvaco and
other companies are participating in the litigation which could result in
additional compliance costs in excess of $150 million over several years if the
legal challenge by these environmental organizations is successful.
In 1999, the United States Environmental Protection Agency (the "EPA") announced
its intention to emphasize enforcement of the Clean Air Act's major source air
permitting program. The Agency identified certain industries on which it
intended to focus, including the pulp and paper industry. During 1999 and 2000,
EPA issued Notices of Violation against eight companies, including Westvaco,
with kraft pulp mills in Maryland, Pennsylvania, Virginia, West Virginia and
Wisconsin, alleging various violations of the Clean Air Act Prevention of
Significant Deterioration ("PSD") dating back to the late 1970s and early 1980s.
Subsequently, EPA proceeded to file suit in Federal District Court against
Westvaco (see Part I, Item 3, "Legal Proceedings"). To MeadWestvaco's knowledge,
none of these enforcement matters against pulp and paper companies have been
settled or resolved. In 1999 and 2000, Mead received multiple requests for
information (pursuant to Section 114 of the Clean Air Act) from EPA concerning
Mead's kraft pulp mills in Chillicothe, Ohio, Rumford, Maine, Phenix City,
Alabama and Escanaba, Michigan. Mead has responded to all of the requests and
MeadWestvaco is continuing to cooperate with EPA. Mead did not receive any
Notices of Violations or other claims relating to these matters.
The EPA has undertaken several initiatives to reduce ozone-causing pollutants
from large utility and industrial sources in the Midwest, including a call for
states to adopt more stringent emission controls on all or some of the sources
within their boundaries (the "NOx SIP Call") and the promulgation of new federal
emission standards that may be applied to specific identified sources in the
affected states. Alabama, Michigan and Ohio are among the states affected by
these EPA initiatives. MeadWestvaco has developed plans for compliance with the
applicable federal programs and the Alabama, Michigan and Ohio programs, and
does not expect that any significant capital expenditures beyond the
expenditures stated above for the Mead facilities will be necessary in the next
three years to assure compliance. MeadWestvaco also expects capital expenditures
in the range of $15-20 million will be required to install additional controls
on facilities located in Kentucky, Maryland and Virginia by 2004. Estimated
expenditures assume the technology identified by the EPA is capable of achieving
the NOx reductions projected by the EPA, which MeadWestvaco has not
independently confirmed.
I-5
Mead and Westvaco have been notified by the EPA or by various state or local
governments that they may be liable under federal environmental laws or under
applicable state or local laws with respect to the cleanup of hazardous
substances at sites currently operated or used by each company. Mead and
Westvaco are also currently named as a potentially responsible party ("PRP"), or
have received third party requests for contribution under federal, state or
local laws with respect to at least 20 sites. Some of these proceedings are
described in more detail in Part I, Item 3, "Legal Proceedings." There are other
sites which may contain contamination or which may be potential Superfund sites
but for which MeadWestvaco has not received any notice or claim. The potential
liability for all these sites will depend upon several factors, including the
extent of contamination, the method of remediation, insurance coverage and
contribution by other PRPs. Although the costs associated with remediation of
all these sites are not certain at this time, MeadWestvaco has established
reserves of approximately $57 million relating to current environmental
litigation and proceedings which it believes are probable and reasonably
estimable. These reserves were established after considering the number of other
PRPs, their ability to pay their portion of the costs, Mead's or Westvaco's
relative contribution to the site, and other factors. Expenses to be charged to
this reserve are not included in the anticipated capital expenditures for the
next three years stated above. MeadWestvaco believes that it is reasonably
possible that costs associated with these sites may exceed current reserves by
amounts that may prove insignificant or by as much as approximately $40 million.
This estimate of the range of reasonably possible additional costs is less
certain than the estimate upon which reserves are based.
Additional matters involving environmental proceedings for MeadWestvaco are set
forth in Part I, Item 3, "Legal proceedings".
Employees
MeadWestvaco employs approximately 32,500 people worldwide, of which 25,300 are
employed in the United States and 7,200 are employed internationally. Of this
group, approximately 16,400 employees are represented by various labor unions
under collective bargaining agreements. Additionally, most of MeadWestvaco's
European facilities have separate house union agreements or series of agreements
specific to the workforce at such facility.
International operations
MeadWestvaco's operations outside the United States are conducted through
subsidiaries located in Canada, South America, Latin America, Europe and Asia.
While there are risks inherent in foreign investments, MeadWestvaco does not
believe at this time that such risks are material to its overall business
prospects.
Westvaco's sales that were attributable to domestic operations were 85% during
the Transition Period, 89% in the fiscal year ended October 31, 2001, and 94% in
the fiscal years ended October 31, 2000 and 1999. Westvaco's sales that were
attributable to foreign operations were 15% during the Transition Period, 11% in
fiscal year 2001, 6% in fiscal years 2000 and 1999. Export sales from Westvaco's
U.S. operations made up approximately 15% during the Transition Period and 14%,
15% and 17% of Westvaco's fiscal year sales in 2001, 2000 and 1999,
respectively. For more information about domestic and foreign operations, see
Note S to the consolidated financial statements, included in the MeadWestvaco
2001 Financial Report to Shareholders, incorporated herein by reference.
I-6
Item 2. Properties
MeadWestvaco is headquartered in Stamford, Connecticut, and maintains a
significant corporate and operational presence in Dayton, Ohio. MeadWestvaco
considers that its facilities have sufficient capacity to meet current
production requirements. For information concerning the company's timberlands,
see Part I, Item 1, "Business". The location of MeadWestvaco's production
facilities are as follows:
Packaging
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Paperboard mills
Cottonton, Alabama Covington, Virginia
Evadale, Texas North Charleston, South Carolina
Stevenson, Alabama Tres Barras, Santa Catarina, Brazil
Valinhos, Sao Paulo, Brazil
Extrusion and sheeting plants
Low Moor, Virginia Silsbee, Texas
Venlo, The Netherlands
Consumer packaging plants
Berkshire, United Kingdom Birmingham, United Kingdom
Bydgoszcz, Poland Caguas, Puerto Rico (Leased)
Chatham, New Jersey Cleveland, Tennessee
Corby, United Kingdom Crimmitschau, Germany
Dresden, Germany Dublin, Ireland (Leased)
Enschede, The Netherlands Franklin Park, Illinois (Leased)
Freden, Germany Garner, North Carolina
Graz, Austria Greenville, Mississippi
Grover, North Carolina Haarlem, The Netherlands
Jacksonville, Illinois Kearny, New Jersey
Krakow, Poland Littlehampton, United Kingdom (Leased)
London, United Kingdom (Leased) Louisa, Virginia (Leased)
Louisville, Kentucky Mebane, North Carolina
Melrose Park, Illinois (Leased) Newark, Delaware
Norwich, Connecticut Pittsfield, Massachusetts (Leased)
Richmond, Virginia Salzburg, Austria (Leased)
Slough, United Kingdom Svitavy, Czech Republic
Swindon, United Kingdom (Leased) Uden, The Netherlands (Leased)
Valinhos, Sao Paulo, Brazil Warrington, Pennsylvania (Leased)
Wiltshire, United Kingdom
Lumber product plants
Cottonton, Alabama Greenville, Georgia
Stevenson, Alabama Summerville, South Carolina
I-7
Corrugated container plants
Blumenau, Santa Catarina, Brazil Bridgeview, Illinois
Covington, Georgia Fort Smith, Arkansas
Lewisburg, Tennessee Manaus, Amazonas, Brazil
Milwaukee, Wisconsin Pacajus, Ceara, Brazil
Spartanburg, South Carolina Valinhos, Sao Paulo, Brazil
Washington Court House, Ohio
Multiple packaging systems plants
Ajax, Ontario, Canada Atlanta, Georgia
Bilboa, Spain Borghetto, Italy
Bristol, United Kingdom Buena Park, California
Chateauroux, France Chicago, Illinois
Deols, France Lanett, Alabama
Osaka, Japan Roosendaal, The Netherlands
Shimada, Japan Smyrna, Georgia
Trier, Germany
Coated & Specialty Papers
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Paper mills
Chillicothe, Ohio County Devon, United Kingdom
Escanaba, Michigan Luke, Maryland
Potsdam, New York Rumford, Maine
South Lee, Masachussetts Wickliffe, Kentucky
Carbonless converting plant
Freemont Ohio
Consumer & Office Products
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Plants and distribution centers
Alexandria, Pennsylvania Front Royal, Virginia
Garden Grove, California Garland, Texas
Mexico City, Mexico Nuevo Laredo, Mexico
Sidney, New York St. Joseph, Missouri
Toronto, Ontario, Canada
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Envelope plants and print centers
Atlanta, Georgia Bethlehem, Pennsylvania
Charlotte, North Carolina Cleveland, Ohio
Dallas, Texas Danville, Illinois
Denver, Colorado Enfield, Connecticut
Indianapolis, Indiana Kenosha, Wisconsin
Los Angeles, California Springfield, Massachusetts
Tampa, Florida Williamsburg, Pennsylvania
Worcester, Massachusetts
Specialty Chemicals
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Covington, Virginia DeRidder, Louisiana
North Charleston, South Carolina Wickliffe, Kentucky
Forestry centers
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Chillicothe, Ohio Escanaba, Michigan
Phenix City, Alabama Rumford, Maine
Rupert, West Virginia Stevenson, Alabama
Summerville, South Carolina Tres Barras, Santa Catarina, Brazil
Wickliffe, Kentucky
Research facilities
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Chillicothe, Ohio
Laurel, Maryland North Charleston, South Carolina
Leases
See Note L to the consolidated financial statements, included in the
MeadWestvaco 2001 Financial Report to Shareholders, and incorporated herein by
reference, for financial data on certain Westvaco leases.
Other information
A limited number of MeadWestvaco facilities are owned, in whole or in part, by
municipal or other public authorities pursuant to standard industrial revenue
bond financing arrangements and are accounted for as property owned by
MeadWestvaco. MeadWestvaco holds options under which it may purchase each of
these facilities from such authorities by paying a nominal purchase price and
assuming the indebtedness of the industrial revenue bonds at the time of the
purchase.
With the exception of certain warehouses and general offices, MeadWestvaco owns
in fee all of the facilities listed above, except where noted, and except
pending purchases. The property accompanied by an asterisk has lease arrangement
in respect of air, water and solid waste pollution control systems and
equipment.
I-9
Item 3. Legal proceedings
The Cluster Rules' regulations, issued by EPA in April 1998, established new
requirements regarding air emissions and wastewater discharges from pulp and
paper mills to be met by the year 2006. See Part I, Item 1, "Business -
Environmental Laws and Regulations". Environmental organizations are challenging
the Cluster Rules in the U.S. Court of Appeals. MeadWestvaco and other companies
are participating in the litigation which could result in additional compliance
costs in excess of $150 million over several years if the legal challenge by
these environmental organizations is successful.
In 1998 and 1999, the EPA issued Notices of Violation to eight paper industry
facilities, including Westvaco's Luke, MD, mill, alleging violation of EPA's
Prevention of Significant Deterioration (PSD) regulations under the Clean Air
Act requiring permitting and emissions evaluation prior to industrial expansion.
On August 28, 2000, an enforcement action in Federal District Court in Maryland
was brought against Westvaco which charges these violations and addresses
capital projects at the mill carried out in the 1980s. The action alleges that
Westvaco did not obtain PSD permits or install required pollution controls, and
sought penalties of $27,500 per day for each claimed violation together with the
installation of control equipment. MeadWestvaco strongly disagrees with EPA's
allegations of Clean Air Act violations by Westvaco and is vigorously defending
this action. On April 23, 2001, the Court granted Westvaco's Motion for Partial
Dismissal and dismissed the EPA's claims for civil penalties under the major
counts of the complaint. The Court held that these significant penalties were
barred by the applicable statute of limitations.
On March 6, 1991, Beazer East Inc. ("Beazer") sued Mead in the United States
District Court for the Western District of Pennsylvania alleging liability for
certain past and future environmental remediation costs incurred by Beazer at
the former Mead Woodward Facility located in Dolomite, Alabama. In March 2000,
the court entered an allocation order establishing Mead's share of recoverable
costs at 67.5%. A trial of all remaining issues was held in February 2002, and
the parties are awaiting a decision from the court. The allocation order cannot
be appealed until the trial litigation is concluded. Although the extent of
contamination and the method of remediation to be required are not known at this
time, based on information currently available, after considering established
reserves and rights to contribution, MeadWestvaco does not expect this
proceeding will have a material adverse effect on the financial condition,
liquidity or results of operations of the company.
In June 1996, EPA announced plans to undertake an interim removal action
involving the excavation and treatment/disposal of bulk tar deposits located in
or near the Chattanooga Creek and certain waste piles located near a closed Mead
manufacturing facility located in Chattanooga, Tennessee (the "Coke Plant
Site"). Costs of the proposed removal action were estimated by EPA at the time
to be approximately $5.1 million. In July 1996, several PRPs, including Mead and
the U.S. Department of Defense, received special notice letters from EPA
advising them of their potential liability for the removal action. In December
1996, EPA issued Unilateral Administrative Orders under Section 106 of CERCLA to
Mead and two other private parties. In January 1997, Mead indicated its intent
to not comply with the Section 106 Order. Preliminary analyses by EPA have
indicated that dumping in Chattanooga Creek occurred when the coke plant was
doubled in size to meet World War II government requirements. A party who,
without sufficient cause, refuses to comply with an order issued under Section
106 of CERCLA may be subject to fines of up to $27,500 per day and punitive
damages in an amount up to three times the costs incurred by the EPA as a result
of the failure to comply with such order. MeadWestvaco believes, based on its
review of the facts and the law applicable to the matter, including the absence
of findings by the EPA, that Mead had sufficient cause not to comply with the
Section 106 Order.
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However, if the EPA decides to bring an enforcement action against Mead as a
result of its failure to comply with the 106 Order, there can be no assurance as
to the outcome of such action. EPA completed the removal action in November,
1998 and issued a Final Action Report in 1999. More contamination than expected
was excavated. In a January 2000 letter, EPA indicated that the cost of the
removal action was approximately $13 million and the EPA would seek recovery of
these costs from the PRPs. During 2001, EPA and the PRPs commenced settlement
discussions concerning the removal action. The January 2000 letter and
subsequent settlement discussions do not address future remediation costs;
however, EPA issued a draft Feasibility Study in 1999 that estimated future
costs to complete the remediation of Chattanooga Creek in the range of $6.3
million to $12.6 million. Based on information currently available, after
considering established reserves and rights to contribution, MeadWestvaco does
not expect this proceeding will have a material adverse effect on the financial
condition, liquidity or results of operations of the company.
In August 1997, Mead filed a Complaint in the Circuit Court for Jefferson
County, Alabama (Case No. CV9705117) against a number of insurance companies who
had provided insurance to the Woodward Iron Company and/or Mead facilities
operated under the former Industrial Products division. The Complaint seeks a
declaratory judgment and damages for the insurers' failure to provide a defense
and coverage for claims in Beazer East Inc., the Coke Plant Site and Chattanooga
Creek proceedings. This case is being pursued and is currently in the discovery
phase.
In 1999, Mead received notice from the Rock-Tenn Company of a demand from the
Michigan Department of Environmental Quality ("MDEQ") concerning Rock-Tenn's
Otsego, Michigan mill property. In the notice to Rock-Tenn, MDEQ referred to
potential liability under federal and state environmental laws for certain
discharges to the Kalamazoo River, including discharges of polychlorinated
biphenyls ("PCBs"), and for environmental response actions that have been or may
be undertaken at the Allied Paper, Inc./Portage Creek/Kalamazoo River Superfund
Site or the Otsego mill property because of the presence of PCBs. Mead sold the
Otsego mill and other assets to Rock-Tenn in 1987. Rock-Tenn alleges Mead is
legally responsible for the presence of PCBs at the Otsego mill and that
Rock-Tenn is entitled to indemnification from Mead for all costs and liabilities
associated with the presence or discharge of PCBs. MeadWestvaco disputes
Rock-Tenn's allegations and legal conclusions concerning Mead's responsibility,
based in part on Rock-Tenn's operations at the Otsego mill since 1987. Based on
information currently available, after considering established reserves and
rights to contribution, MeadWestvaco does not expect these proceedings will have
a material adverse effect on the financial condition, liquidity or results of
operations of the company.
In 1999, Mead received notice from the Maine Department of Environmental
Protection ("MDEP") that it was seeking an investigation and possible
remediation of certain solid waste management areas at Mead's Rumford, Maine
mill, including areas that may be a source of mercury contamination. Prior to
Mead's acquisition of the mill in November 1996, a chlor-alkali facility using
mercury operated on portions of the property. Mead has engaged in discussions
with the MDEP concerning the scope and nature of any required investigation
and/or remediation, and during 2001 reached agreement on initial investigation
efforts to be undertaken by Mead. Based on information currently available,
after considering rights to contribution, MeadWestvaco does not expect this
proceeding will have a material adverse effect on the financial condition,
liquidity or results of operations of the company.
Mead established reserves of approximately $40 million relating to the
aforementioned proceedings. Such reserves will be considered by Westvaco in its
acquisition accounting for the merger.
I-11
Additional information is included in Part I, Item 1, "Business--Environmental
Laws and Regulations," and Note R to the consolidated financial statements
included in the MeadWestvaco 2001 Financial Report to Shareholders incorporated
herein by reference.
MeadWestvaco is involved in various other litigation and administrative
proceedings arising in the normal course of business. Although the ultimate
outcome of such matters cannot be predicted with certainty, management does not
believe that the currently expected outcome of any proceeding, lawsuit or claim
that is pending or threatened, or all of them combined, will have a material
adverse effect on its consolidated financial position, liquidity or results of
operation.
Item 4. Submission of matters to a vote of security holders
There were no matters submitted to a vote of security holders of MeadWestvaco,
Westvaco or Mead, through the solicitation of proxies or otherwise, during the
Transition Period.
I-12
Executive officers of the registrant
The following table sets forth certain information concerning the executive
officers of MeadWestvaco:
Year in which
service in present
Name Age Present position Position began
- ---- --- ---------------- --------------
Jerome F. Tatar* 55 Chairman 2002
John A. Luke, Jr.* 53 President and Chief Executive Officer 2002
James A. Buzzard 47 Executive Vice President 2002
Raymond W. Lane 53 Executive Vice President 2002
Ian W. Millar 51 Executive Vice President 2002
Richard H. Block 61 Senior Vice President 2002
Rita V. Foley 48 Senior Vice President 2002
Cynthia A. Niekamp 42 Senior Vice President 2002
Karen R. Osar 52 Senior Vice President and Chief Financial Officer 2002
Linda V. Schreiner 42 Senior Vice President 2002
Mark T. Watkins 48 Senior Vice President 2002
Wendell L. Willkie, II 50 Senior Vice President and General Counsel 2002
John W. Hetherington 63 Vice President and Secretary 2002
Ned W. Massee 51 Vice President 2002
Barbara L. Brasier 43 Treasurer 2002
John E. Banu 54 Comptroller 2002
*Director of MeadWestvaco
MeadWestvaco's officers are elected by the Board of Directors annually for
one-year terms. Prior to the merger of Mead and Westvaco, the executive officers
served in the following capacities: Jerome F. Tatar, Chairman of the Board,
Chief Executive Officer and President of Mead since 1997, President and Chief
Operating Officer since 1996; John A. Luke, Jr., Chairman of the Board, Chief
Executive Officer and President of Westvaco since 1996, President and Chief
Executive Officer since 1992; James A. Buzzard, Executive Vice President of
Westvaco since 2000, Senior Vice President, 1999, Vice President, 1992-1999;
Raymond W. Lane, Executive Vice President of Mead since 1996, Vice President,
1994-1996; Ian W. Miller, Executive Vice President since 2001 and President of
the Mead Paper Division since 1998 and President of the Mead Packaging Division
1998-1993; Richard H. Block, Senior Vice President of Westvaco since 2000,
President and Chief Executive Officer of IMPAC Group, Inc., 1998-2000, President
and Chief Executive Officer of AGI Inc., 1987-1998; Rita V. Foley, Senior Vice
President of Westvaco since 1999, Independent Consultant, 1998-1999, Executive
Vice President Sales and Marketing, QAD, Inc., 1997-1998, Vice President,
Digital Equipment Corporation, 1994-1997; Cynthia A. Niekamp, President of the
Mead Specialty Paper Division since 1998, Vice President, 1995; Karen R. Osar,
Senior Vice President and Chief Financial Officer of Westvaco since 1999, Vice
President and Treasurer of Tenneco Inc., 1994-1999; Linda V. Schreiner, Senior
Vice President of Westvaco since 2000, Manager of Strategic Leadership
Development, 1999-2000, Senior Manager of Arthur D. Little, Inc., 1998-1999,
Vice President of Signet Banking Corporation, 1988-1998; Mark T. Watkins, Vice
President of Mead since 2000, Vice President, Human Resources and Organizational
Development of the Mead Paper Division, 1999, Vice President, Michigan
Operations of Mead Paper Division, 1997; Wendell L. Willkie, II, Senior Vice
President and General Counsel of Westvaco since 1996; John W. Hetherington, Vice
President, Assistant General Counsel and Secretary of Westvaco since 1987; Ned
W. Massee, Vice President of Westvaco since 1991; Barbara L. Brasier, President
of Mead's Gilbert Paper since 2000; John E. Banu, Vice President of Westvaco
since 1999, Comptroller 1995-1999.
Part II
Item 5. Market for the registrant's common stock and related security holder
matters
(a) Market and price range of common stock
MeadWestvaco's stock is traded on the New York Stock Exchange under the
symbol MWV. Westvaco's common stock was traded on the New York, Chicago
and Pacific Stock Exchanges under the symbol W. The New York Stock
Exchange was the principal market on which the common stock was traded.
Transition Period Fiscal year ended October 31
------------------------------------------------------------------------------------
STOCK PRICES Ended 12/31/01 2001 2000
--------------------------------------------------------- --------------------------
High Low High Low High Low
Transition Period $29.70 $24.20
First $30.63 $25.00 $34.75 $26.00
Second 27.65 22.70 34.50 25.63
Third 27.60 23.15 34.75 24.44
Fourth 32.10 22.68 29.94 24.06
This table reflects the range of market prices of Westvaco common stock as quoted in the New York Stock Exchange
Composite Transactions. The New York Stock Exchange was the principal market in which the securities were traded.
(b) Approximate number of common shareholders
At December 31, 2001, the number of shareholders of record of Westvaco
common stock was approximately 18,920. This number included 12,629
current or former employees of the company who were Westvaco
shareholders by virtue of their participation in the company's savings
and investment plans.
(c) Dividends
MeadWestvaco has announced an annualized dividend rate of $0.92 per
share, subject to approval by the company's Board of Directors from time
to time after consideration of such matters as the Board of Directors
deems appropriate.
The following table reflects historical dividend information for
Westvaco for the periods indicated.
DIVIDENDS PER SHARE Transition Period Fiscal year ended October 31
Ended 12/31/01 2001 2000
Transition Period $.22
First $.22 $.22
Second .22 .22
Third .22 .22
Fourth .22 .22
Year $.88 $.88
II-2
Item 6. Selected financial data
Two-
months Year ended October 31
ended ---------------------
12/31/01 2001 2000 1999 1998 1997
EARNINGS In millions, except per share data
Sales $603 $3,935 $3,857 $2,953 $3,050 $3,152
Net income [loss] before extraordinary
charge and cumulative effect
of accounting changes (22) 88 255 111 132 163
Net income [loss] (22) 88 /1/ 246 /2/ 111 /3/ 132 /4/ 163
Net income [loss] per share - basic (0.21) 0.87 2.44 1.11 1.30 1.60
Net income [loss] per share - diluted (0.21) 0.87 2.44 1.11 1.30 1.58
Depreciation and amortization 61 347 314 280 281 269
COMMON STOCK
Number of common shareholders 18,920 19,070 19,000 19,070 20,140 20,240
Weighted average number
of shares outstanding
Basic 102 101 101 100 101 102
Diluted 103 102 101 100 102 103
Cash dividends $23 $89 $88 $88 $89 $90
Per share:
Dividends 0.22 0.88 0.88 0.88 0.88 0.88
Book value 22.58 22.86 23.17 21.65 22.39 22.35
FINANCIAL POSITION In millions
Working capital $308 $315 $497 $313 $272 $400
Current ratio 1.4 1.4 1.9 1.7 1.6 2.0
Plant and timberlands, net $4,236 $4,227 $4,197 $3,581 $3,802 $3,684
Total assets 6,828 6,787 6,570 4,897 5,009 4,899
Long-term debt 2,697 2,660 2,687 1,427 1,456 1,449
Shareholders' equity 2,315 2,341 2,333 2,171 2,246 2,279
Debt to total capital 46% 46% 46% 33% 34% 33%
OPERATIONS
Primary production of paper, paperboard
and market pulp
[tons, in thousands] 553 3,641 3,749 2,992 3,028 3,058
New investment in plant and
Timberlands [in millions] $56 $296 $212 $232 $420 $614
Acres of timberlands owned [in thousands] 1,378 1,378 1,418 1,446 1,465 1,461
Employees 17,410 17,530 17,050 12,750 13,070 13,370
II-3
/1/ 2001 results include a net after-tax restructuring charge of $35.2
million, or $.35 per share, a credit of $11.5 million, or $.11 per
share, for tax benefits related to audits and other adjustments, and an
after-tax gain of $3.2 million, or $.03 per share, from the sale of a
lease.
/2/ 2000 results include a net after-tax restructuring charge of $11.2
million, or $.11 per share, an after-tax extraordinary charge of $8.8
million, or $.09 per share, for the extinguishment of higher interest
rate debt and a gain of $3.6 million, or $.04 per share, from the sale
of assets.
/3/ 1999 results include an after-tax charge for restructuring of $49
million, or $.49 per share, and a credit of $15 million, or $.15 per
share, for a release of deferred taxes.
/4/ 1998 results include an after-tax charge for restructuring of $3
million, or $.03 per share.
Item 7. Management's discussion and analysis of financial condition and results
of operations
Information required by this item is included in the Financial Review section of
the MeadWestvaco 2001 Financial Report to Shareholders under the captions
"MEADWESTVACO Merger", "Results of Operations", "Fiscal year 2001", "Fiscal year
2000", "Liquidity and capital resources," "Forward-looking statements," "Review
of Operations", "Special Items", "Paper Segment", "Packaging and Paperboard
Segment" and "Consumer and Office Products Segment" and is incorporated herein
by reference.
Item 7A. Quantitative and qualitative disclosures about market risk
MeadWestvaco's financial market risk arises from fluctuations in interest rates
and foreign currency exchange rates. The company's exposure to foreign currency
fluctuations on its financial instruments is not material because most
instruments are denominated in U.S. dollars. Furthermore, the company's exposure
to foreign currency fluctuations on its income is not material because a
majority of the company's sales are in U.S. dollars. The company does not hold
financial instruments for trading purposes.
Most of Westvaco's debt obligations at December 31, 2001 were at fixed interest
rates. Consequently, a 10% change in market interest rates would not have a
material effect on Westvaco's results of operations or cash flows for the
Transition Period.
Item 8. Financial statements and supplementary data
Information required by this item is included in the MeadWestvaco 2001 Financial
Report to Shareholders under the captions "Consolidated statements of income,"
"Consolidated balance sheets," "Consolidated statements of shareholders'
equity," "Consolidated statements of cash flows," "Notes to financial
statements" and "Report of independent accountants," and is incorporated herein
by reference.
II-4
Item 9. Changes in and disagreements with accounting and financial disclosure
None
Part III
Item 10. Directors and executive officers of the registrant
Information required by this item for MeadWestvaco's directors will be contained
in MeadWestvaco's 2002 Proxy Statement, pursuant to Regulation 14A, to be filed
with the Securities and Exchange Commission on or before March 29, 2002, and is
incorporated herein by reference. Information required by this item for the
MeadWestvaco's executive officers is contained in Part I of this report under
the caption "Executive officers of the registrant."
Item 11. Executive compensation
Information required by this item will be contained in MeadWestvaco's 2002 Proxy
Statement, pursuant to Regulation 14A, to be filed with the Securities and
Exchange Commission by March 29, 2002, and is incorporated herein by reference.
Item 12. Security ownership of certain beneficial owners and management
Information required by this item will be contained in MeadWestvaco's 2002 Proxy
Statement, pursuant to Regulation 14A, to be filed with the Securities and
Exchange Commission by March 29, 2002, and is incorporated herein by reference.
Item 13. Certain relationships and related transactions
Information required by this item will be contained in MeadWestvaco's 2002 Proxy
Statement, pursuant to Regulation 14A, to be filed with the Securities and
Exchange Commission by March 29, 2002, and is incorporated herein by reference.
Part IV
Item 14. Exhibits, financial statement schedules and reports on Form 8-K
(a) Documents filed as part of this report:
1. Consolidated financial statements
The consolidated financial statements of Westvaco Corporation and
consolidated subsidiaries listed below are incorporated herein by
reference to the following pages of the MeadWestvaco 2001 Financial
Report to Shareholders:
Consolidated statements of income for the transition period ended
December 31, 2001 and fiscal years ended October 31, 2001, 2000 and
1999
Consolidated balance sheets at December 31, 2001 and October 31, 2001
and 2000
Consolidated statements of shareholders' equity at December 31, 2001
and October 31, 2001, 2000 and 1999
Consolidated statements of cash flows for transition period ended
December 31, 2001 and fiscal years ended October 31, 2001, 2000 and
1999
Notes to financial statements
Report of independent accountants
2. Consolidated financial statement schedules
All financial statement schedules have been omitted because they are
inapplicable, not required, or shown in the consolidated financial
statements and notes thereto contained herein.
3. Exhibits
3.i Amended and Restated Certificate of Incorporation of the
Registrant, previously filed as Exhibit 3.1, Form 8-K filed
on January 29, 2002, incorporated herein by reference.
3.ii Bylaws of the Registrant, previously filed as Exhibit 3.2 to
the company's Form 8-K filed on January 29, 2002, and
incorporated herein by reference.
4.i $500 million Five -Year Credit Agreement dated December 21,
2001, by and among the Registrant, The Bank of New York, as
agent, and the banks named therein.
4.ii $500 million 364-Day Credit Agreement dated December 21,
2001, by and among the Registrant, The Bank of New York, as
agent, and the banks named therein.
4.iii Form of Indenture among the Registrant, Westvaco Corporation,
The Mead Corporation and The Bank of New York, as trustee,
previously filed as Exhibit 4(a) to the company's Form S-3
filed on March 8, 2002, and incorporated herein by reference.
4.iv First Supplemental Indenture between Westvaco Corporation and
The Bank of New York dated January 31, 2002, previously filed
as Exhibit 4.1 to the company's Form 8-K, filed on February
1, 2002, incorporated herein by reference.
4.v Fourth Supplemental Indenture between The Mead Corporation
and Bankers Trust Company dated January 31, 2002, previously
filed as Exhibit 4.2 to the company's Form 8-K, filed on
February 1, 2002, incorporated herein by reference.
4.vi First Supplemental Indenture between The Mead Corporation and
Bank One Trust Company, NA dated January 31, 2002, previously
filed as Exhibit 4.3 to the company's Form 8-K, filed on
February 1, 2002, incorporated herein by reference.
4.vii Form of Indenture, dated as of March 1, 1983, between
Westvaco Corporation and The Bank of New York (formerly
Irving Trust Company), as trustee, previously filed as
Exhibit 2 to the company's Registration Statement on Form
8-A, File No. 1-3013, dated January 24, 1984.
The company agrees to furnish copies of other instruments
defining the rights of holders of long-term debt to the
Commission upon its request.
4.viii Rights Agreement dated as of January 29, 2002 between
MeadWestvaco Corporation and The Bank of New York, previously
filed as Item 2 to the company's Form 8-A dated January 29,
2002, File No. 333-71124, incorporated herein by reference.
4.viv Indenture dated as of July 15, 1982 between The Mead
Corporation and Bankers Trust Company, as Trustee, First
Supplemental Indenture dated as of March 1, 1987, Second
Supplemental Indenture dated as of October 15, 1989 and Third
Supplemental Indenture dated as of November 15, 1991.
4.vv Indenture dated as of February 1, 1993 between The Mead
Corporation and The First National Bank of Chicago, as
Trustee.
10.i The Westvaco Corporation 1983 Stock Option and Stock
Appreciation Rights Plan, as amended, filed to Registration
Statement on Form S-8 dated January 29, 2002, File No.
333-81638, incorporated herein by reference.
10.ii The Westvaco Corporation 1988 Stock Option and Stock
Appreciation Rights Plan, as amended, filed to Registration
Statement on Form S-8 dated January 29, 2002, File No.
333-81638, incorporated herein by reference.
10.iii Copies of Westvaco Corporation Savings and Investment
Restoration Plan, as amended, effective January 1, 1990, and
Retirement Income Restoration Plan and Excess Benefit Plan,
as amended, effective January 1, 1990, previously filed as
Exhibit 10(d) to the company's Annual Report on Form 10-K for
the fiscal year ended October 31, 1989, File No. 1-3013, and
incorporated herein by reference.
10.iv Amendment to the Westvaco Corporation Savings and Investment
Restoration Plan, effective January 1, 1991, previously filed
as Exhibit 10(e) to the company's Annual Report on Form 10-K
for the fiscal year ended October 31, 1991, File No. 1-3013,
and incorporated herein by reference.
10.v Amendment to the Westvaco Corporation Savings and Investment
Restoration Plan, effective October 1, 1995, previously filed
as Exhibit 10(e) to the company's Annual Report on Form 10-K
for the fiscal year ended October 31, 1996, File No. 1-3013,
and incorporated herein by reference.
10.vi The Westvaco Corporation 1995 Salaried Employee Stock
Incentive Plan, effective February 28, 1995, filed to
Registration Statement on Form S-8 dated January 29, 2002,
File No. 333-81638, incorporated herein by reference.
10.vii The Westvaco Corporation Annual Incentive Compensation Plan,
effective November 1, 1995, previously filed as Appendix A to
the company's Notice of 1996 Annual Meeting of Shareholders
and Proxy Statement dated December 29, 1995, File No. 1-3013,
incorporated herein by reference.
10.viii The Westvaco Corporation 1995 Non-Employee Director Stock
Incentive Plan, effective February 28, 1995, filed to
Registration Statement on Form S-8 dated January 29, 2002,
File No. 333-81638, incorporated herein by reference.
10.ix The Westvaco Corporation Deferred Compensation Plan for
Outside Directors dated December 1986, previously filed as
Exhibit 10(j) to the company's Annual Report on Form 10-K for
the fiscal year ended October 31, 1996, incorporated herein
by reference.
10.x Form of Employment Agreement dated by and among Jerome F.
Tatar and John A. Luke, Jr., and the Registrant, filed to
Registration Statement on Form S-4 dated December 20, 2001,
File No. 333-71124, and incorporated herein by reference.
10.xi Form of Employment Agreement by and between Westvaco
Corporation and certain individual officers of the company
dated January 1999, previously filed as Exhibit 10(f) and
10(g)to the company's Quarterly Report on Form 10-Q for the
three months ended January 31, 1999, File No. 1-3013, and
incorporated herein by reference.
10.xii Employment Agreement dated as of January 27, 1999, by and
between Westvaco Corporation and James A. Buzzard, previously
filed as Exhibit 10(a) to the company's Quarterly Report on
Form 10-Q for the three months ended January 31, 2000, File
No. 1-3013, and incorporated herein by reference.
10.xiii Employment Agreement dated as of January 27, 1999, by and
between Westvaco Corporation and Karen R Osar, previously
filed as Exhibit 10(b) to the company's Quarterly Report on
Form 10-Q for the three months ended January 31, 2000, File
No. 1-3013, and incorporated herein by reference.
10.xiv Employment Agreement dated as of April 20, 2000, by and
between Westvaco Corporation and Richard H. Block, previously
filed as Exhibit 10(a) to the company's Quarterly Report on
Form 10-Q for the three months ended July 31, 2000, File No.
1-3013, and incorporated herein by reference.
10.xv The Westvaco Corporation 1999 Salaried Employee Stock
Incentive Plan, effective September 17, 1999, filed to
Registration Statement on Form S-8 dated January 29,2002,
File No. 333-81638, incorporated herein by reference.
10.xvi The Westvaco Corporation Annual and Long-Term Incentive Plan
effective November 28, 2000 previously filed as Exhibit 10(a)
to the company's Quarterly Report on Form 10-Q/A for the
three months ended April 30, 2001, File No. 1-3013, and
incorporated herein by reference.
10.xvii The Westvaco Corporation Annual and Long-Term Incentive Plan
for Executives Exempt from Internal Revenue Code Section
162(m) effective November 28, 2000, previously filed as
Exhibit 10(b) to the company's Quarterly Report on Form 10-
Q/A for the three months ended April 30, 2001, File No. 1-
3013, and incorporated herein by reference.
10.xviii The Westvaco Corporation Deferred Compensation Plan effective
March 1, 2001, previously filed as Exhibit 10(c) to the
company's Quarterly Report on Form 10-Q/A for the three
months ended April 30, 2001, File No. 1-3013, and
incorporated herein by reference.
10.xix The Westvaco Corporation Severance Benefit Plan for Senior
Executives effective March 1, 2001, previously filed as
Exhibit 10(d) to the company's Quarterly Report on Form 10-
Q/A for the three months ended April 30, 2001, File No. 1-
3013, and incorporated herein by reference.
10.xxiii Amended and Restated Agreement and Plan of Merger, dated
October 5, 2001, by and among MW Holding Corporation, Michael
Merger Corporation, William Merger Sub corporation, The Mead
Corporation and Westvaco Corporation, previously filed as
Annex A to Registration Statement on Form S-4, File No. 333-
71124, incorporated herein by reference.
10.xx The Westvaco Corporation Employee Stock Ownership Plan for
Salaried Employees, filed to Registration Statement on Form
S-8 dated January 29, 2002, File No. 333-81636, incorporated
herein by reference.
10.xxi The Westvaco Corporation Employee Stock Ownership Plan for
Hourly Employees, filed to Registration Statement on Form S-8
dated January 29, 2002, File No. 333-81642, incorporated
herein by reference.
10.xxiii Lease Agreement between The Industrial Development Board of
the City of Phenix City, Alabama and Mead Coated Board, Inc.,
dated as of December 1, 1988, as amended.
10.xxiv Lease Agreement between The Industrial Development Board of
the City of Phenix City, Alabama and Mead Coated Board, Inc.,
dated as of June 1, 1993, as amended.
10.xxv Lease Agreement between The Industrial Development Board of
the City of Phenix City, Alabama and Mead Coated Board, Inc.,
dated as of September 1, 1997, as amended.
10.xxvi Lease Agreement between The Industrial Development Board of
the City of Stevenson, Alabama and The Mead Corporation,
dated as of March 1, 1998.
10.xxvii 1991 Stock Option Plan of The Mead Corporation, as amended
through June 24, 1999.
10.xxviii 1996 Stock Option Plan of The Mead Corporation as amended
through June 24, 1999; as amended February 22, 2001.
10.xxix 1985 Supplement to The Mead Corporation's Incentive
Compensation Election Plan, as amended November 17, 1987, and
as further amended October 29, 1988; as amended effective
June 24, 1998; as amended effective October 26, 2001.
10.xxx Excess Benefit Plan of The Mead Corporation dated January 1,
1996; as amended effective June 24, 1998; as amended
effective October 26, 2001.
10.xxxi Excess Earnings Benefit Plan of The Mead Corporation dated
January 1, 1996; as amended effective June 24, 1998; as
amended effective October 26, 2001.
10.xxxii Restated Supplemental Executive Retirement Plan effective
January 1, 1997; as amended effective June 24, 1998; as
amended effective August 28, 2001.
10.xxxiii Form of Severance Agreement between The Mead Corporation and
Raymond W. Lane; and, Amendment to Severance Agreement.
10.xxxiv Restated Benefit Trust Agreement dated August 27, 1996
between The Mead Corporation and Society Bank, National
Association; as amended effective June 24, 1998; as amended
effective October 28, 2000; as amended effective June 28,
2001; as amended August 28, 2001.
10.xxxv Restricted Stock Plan effective December 10, 1987, as amended
through June 24, 1999.
10.xxxvi Deferred Compensation Plan for Directors of The Mead
Corporation, as amended through October 29, 1988; as amended
effective June 24, 1998; as amended effective October 26,
2001.
10.xxxvii 1985 Supplement to The Mead Corporation's Deferred
Compensation Plan for
Directors, as amended through October 29, 1988; as amended
effective June 24, 1998; as amended effective October 26,
2001.
10.xxxviii Restated Directors Capital Accumulation Plan effective
January 1, 2000; as amended effective October 26, 2001.
10.xxxix Form of Executive Life Insurance Policy for Key Executives.
10.xxxx Long Term Incentive Plan effective 2002; as amended November
7, 2001.
10.xxxxi Restated Executive Capital Accumulation Plan effective
January 1, 2000; as amended effective October 26, 2001.
13. The pages 9 through 53 of the MeadWestvaco 2001 Financial
- --
Report to Shareholders. Except for the information that is
expressly incorporated by reference, the Financial Report to
Shareholders is furnished for the information of the
Securities and Exchange Commission and is not deemed to be
filed as part of this report.
21. Subsidiaries of the registrant.
23. Consent of independent accountants.
IV-5
(b) Reports on Form 8-K.
A report on Form 8-K was filed on January 30, 2002, and is incorporated herein
by reference. The contents of the report are summarized below:
Item 5. Other Events: On January 30, 2002, Mead
and Westvaco issued a joint press release
announcing the completion of a merger of
equals.
Item 7. Financial Statements and Exhibits
Item 8. Change in fiscal year: On January 29,
2002, MeadWestvaco determined, in
connection with the Mergers, to change its
fiscal year end from October 31 to
December 31, to be effective beginning
December 31, 2001. A report on Form 10-K
covering the two months ended December 31,
2001 (transition period) will be filed in
accordance with the Securities and
Exchange Commission filing requirements.
A report on Form 8-K was filed on January 31, 2002, and is incorporated herein
by reference. The contents of the report are summarized below:
Item 5. Other Events - MeadWestvaco Corporation
("MeadWestvaco") issued a news release on
January 30, 2002, announcing the following
actions taken by the Board of Directors:
. the declaration of a regular
quarterly dividend of 23 cents
per common share,
. the election of corporate
officers and
. the selection of
PricewaterhouseCoopers LLP to
serve as MeadWestvaco's
independent auditors.
Item 7. Financial Statements and Exhibits
IV-6
A report on Form 8-K was filed February 1, 2001, and is incorporated herein by
reference. The contents of the report are summarized below:
Item 5. Other Events - On January 31, 2002, two of
MeadWestvaco Corporation's subsidiaries,
Westvaco Corporation and The Mead
Corporation, entered into Supplemental
Indentures with respect to their
respective debt securities.
Item 7. Exhibits
A report on Form 8-K was filed February 6, 2002, and is incorporated herein by
reference. The contents of the report are summarized below:
Item 4. Change In Registrant's Certifying
Accountants - On January 30, 2002,
MeadWestvaco engaged
PricewaterhouseCoopers LLP, longstanding
independent accountants for Westvaco as
its independent accountants. Deloitte &
Touche LLP had been the independent
accountants for Mead and for MW Holding
Corporation (predecessor of MeadWestvaco).
MeadWestvaco's Audit Committee and Board
of Directors participated in and approved
the decision regarding independent
accountants.
Item 7. Financial Statements and Exhibits
A report on Form 8-K was filed on March 8, 2002, and is incorporated herein by
reference. The contents of the report are summarized below:
Item 5. On January 29, 2002, The Mead Corporation
("Mead") and Westvaco Corporation
("Westvaco") merged resulting in the
formation of MeadWestvaco Corporation
("MeadWestvaco"). The merger is being
accounted for as an acquisition of Mead by
Westvaco and, consequently, the historical
financial statements of Westvaco became
the historical financial statements of
MeadWestvaco. Accordingly, Exhibit 99.1
and 99.2 are the audited financial
statements of the business being acquired
(Mead) and the related pro forma combined
condensed financial date, respectively.
Item 7. Financial Statements and Exhibits.
IV-7
A report on Form 8-K was filed on December 20, 2001 and is incorporated herein
by reference. The contents of the report are summarized below:
Item 5. Other Events -Westvaco issued a news
release on November 20, 2001, announcing
fourth quarter and fiscal year 2001
earnings.
Item 7. Financial Statements and Exhibits
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
MEADWESTVACO CORPORATION
(Registrant)
March 15, 2002 By /s/ John A. Luke, Jr.
------------------------------
John A. Luke, Jr.
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Jerome F. Tatar
- -------------------------------------
Jerome F. Tatar Chairman of the Board of Directors March 15, 2002
/s/ John A. Luke, Jr. President, March 15, 2002
- ------------------------------------- Chief Executive Officer
John A. Luke, Jr. and Director
/s/ Karen R. Osar Senior Vice President March 15, 2002
- ------------------------------------- (Principal Financial Officer)
Karen R. Osar
/s/ John E. Banu Comptroller March 15, 2002
- -------------------------------------- (Principal Accounting Officer)
John E. Banu
/s/ John G. Breen Director March 15, 2002
- --------------------------------------
John G. Breen
/s/ Michael E. Campbell Director March 15, 2002
- --------------------------------------
Michael E. Campbell
/s/ Dr. Thomas W. Cole, Jr. Director March 15, 2002
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Dr. Thomas W. Cole, Jr.
/s/ Duane E. Collins Director March 15, 2002
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Duane E. Collins
/s/ William E. Hoglund Director March 15, 2002
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William E. Hoglund
/s/ James G. Kaiser Director March 15, 2002
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James G. Kaiser
/s/ Richard B. Kelson Director March 15, 2002
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Richard B. Kelson
/s/ John A. Krol Director March 15, 2002
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John A. Krol
/s/ Susan J. Kropf Director March 15, 2002
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Susan J. Kropf
/s/ Douglas S. Luke Director March 15, 2002
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Douglas S. Luke
/s/ Robert C. McCormack Director March 15, 2002
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Robert C. McCormack
/s/ Lee J. Styslinger, Jr. Director March 15, 2002
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Lee J. Styslinger, Jr.
/s/ Jane L. Warner Director March 15, 2002
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Jane L. Warner
/s/ J. Lawrence Wilson Director March 15, 2002
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J. Lawrence Wilson
/s/ Richard A. Zimmerman Director March 15, 2002
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Richard A. Zimmerman