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EX-99.1 - EX-99.1 - MEADWESTVACO Corp | d880748dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2015
MeadWestvaco Corporation
(Exact name of registrant as specified in its charter)
DELAWARE | 001-31215 | 31-1797999 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
501 South 5th Street, Richmond, Virginia 23219-0501
(Address of principal executive offices)
(804) 444-1000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 | Other Events. |
On January 8, 2015, MeadWestvaco Corporation (the Company or MeadWestvaco) issued a press release announcing a plan to separate its Specialty Chemicals business from the rest of the Company. On January 26, 2015, the Company announced it has entered into a Business Combination Agreement with Rock-Tenn Company to create a leading global provider of consumer and corrugated packaging (TopCo). The separation of the Specialty Chemicals business is expected to be executed by means of a tax-free spinoff to the shareholders of TopCo (the Spinoff). The Spinoff is expected to be completed by the end of 2015.
The unaudited pro forma consolidated financial statements of MeadWestvaco (the Pro Formas) are attached hereto as Exhibit 99.1. The Pro Formas give effect to the Spinoff of MeadWestvacos Specialty Chemicals business. The pro forma statement of operations for the year ended December 31, 2014 is based on the historical consolidated financial statements of the Company giving effect to the Spinoff as if it had occurred on January 1, 2014. The pro forma balance sheet as of December 31, 2014 is based on the historical consolidated financial statements of the Company giving effect to the Spinoff as if it had occurred on December 31, 2014.
The Pro Formas illustrate the financial characteristics of the Spinoff under one set of assumptions and do not purport to represent the results of operations and financial condition that actually would have been if the events described above occurred as of the dates indicated, or what such results of operations and financial condition would be for any future periods. The Pro Formas should be read in conjunction with the Companys Annual Report on Form 10-K for the year ended December 31, 2014.
Item 9.01. | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information
The unaudited pro forma consolidated statement of operations of the Company for the year ended December 31, 2014 and the unaudited pro forma consolidated balance sheet of the Company as of December 31, 2014 are attached hereto as Exhibit 99.1.
(d) Exhibits
Exhibit Number |
Description | |
99.1 | Unaudited Pro Forma Consolidated Financial Statements of MeadWestvaco Corporation |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MEADWESTVACO CORPORATION | ||||||
By: | /s/ John J. Carrara | |||||
Date: February 24, 2015 | John J. Carrara | |||||
Assistant Secretary |
Exhibit Index
Exhibit Number |
Description | |
99.1 | Unaudited Pro Forma Consolidated Financial Statements of MeadWestvaco Corporation |