SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
WESTVACO CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware 13-1466285
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
299 Park Avenue
New York, New York 10171
(Address of registrant's principal executive office) (Zip Code)
212-688-5000
(Registrant's telephone number, including area code)
JOHN W. HETHERINGTON, Vice President and Secretary
WESTVACO CORPORATION
299 Park Avenue
New York, New York 10171
212-688-5000
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
Thomas R. Long, Esq.
Senior Vice President and General Counsel
Westvaco Corporation
299 Park Avenue
New York, New York 10171
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. x
If any of the securities being registered on this Form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
reinvestment or interest reinvestment plans, check the following box.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of to be offering price aggregate registration
securities to be registered registered per unit* offering price fee
Common Stock,
par value $5.00.......... 500,000 shares $44.75 $22,375,000 $7,715.57
*Estimated solely for the purpose of determining the registration fee.
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PROSPECTUS
WESTVACO CORPORATION
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan (the "Plan") of Westvaco
Corporation ("Westvaco" or the "Company") provides Westvaco
shareholders with a convenient and economical way to
purchase additional shares of common stock of the Company,
without payment of any commissions or charges, through the
reinvestment of dividends or by means of optional cash
contributions. The Plan also offers shareholders the
security and convenience of placing their shares in
safekeeping. Any holder of record of Westvaco common stock,
or any other holder who makes appropriate arrangements, is
eligible to participate in the Plan. An eligible
participant in the Plan may:
1. Reinvest dividends on all shares held by the participant.
2. Reinvest dividends on only some shares, while continuing to receive
cash dividends on the rest.
3. Invest optional cash contributions of at least $25 each
up to a total of $5,000 per calendar quarter in addition
to reinvesting all or a portion of the dividends on the
participant's shares.
4. Deposit shares in the plan for safekeeping whether or
not any dividends are reinvested.
Shares purchased under the Plan will be purchased from the Company
or on the open market at the discretion of management. The price of shares
purchased from the Company will be the average of the high and low prices
of the common stock as reported on the New York Stock Exchange on the date
of purchase. The average price of the common stock on the New York Stock
Exchange on June 26 was $44.75 per share. The price of shares purchased
on the open market will not exceed existing market prices.
This Prospectus covers the sale of 500,000 authorized but previously
unissued shares or treasury shares of Westvaco Corporation common stock of
the par value of $5 per share (the "Securities") which may be sold from time
to time, through The Bank of New York, as the administrator of the Westvaco
Corporation Dividend Reinvestment Plan and as the custodian of shares
purchased under the Plan, to Westvaco shareholders who elect to participate
in the Plan.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Neither delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof or
since the dates as of which information is set forth.
No person has been authorized to give any information or to make any
representations, other than as contained herein, in connection with the offer
contained in this Prospectus, and if given or made, such information or
representation must not be relied upon.
The date of this Prospectus is June 28, 1995.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission are
incorporated herein by reference:
a) The description of common stock of Westvaco Corporation contained in the
Company's Registration Statement on Form 10, including any amendment or
report filed for the purpose of updating such description, filed under the
Securities Exchange Act of 1934.
b) The latest Annual Report on Form 10-K of Westvaco Corporation for the
fiscal year ended October 31, 1994.
c) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended January 31, 1995 and April 30, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
16(d) of the Securities Exchange Act of 1934 subsequent to the date of this
Prospectus and prior to the termination of the offering described herein shall
be deemed to be a part hereof from the date of filing of such documents.
The Company hereby undertakes to provide without charge to each person to whom
this Prospectus is delivered, upon request of such person, a copy (without
exhibits) of any or all documents incorporated by reference in this Prospectus.
Written requests for such copies should be addressed to John W. Hetherington,
Vice President and Secretary, Westvaco Corporation, 299 Park Avenue, New York,
New York 10171. Telephone requests may be directed to (212) 688-5000.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the Public Reference Section of the
Commission at 450 5th Street, N.W., Washington, DC; 500 West Madison Street,
Suite 1400, Chicago, Illinois; and Seven World Trade Center, New York,
New York. Copies of such material can be obtained by mail from the
Public Reference Section of the Commission at 450 5th Street, N.W.,
Washington, DC 20549, at prescribed rates. In addition, such material can be
examined at the offices of the New York, Chicago and Pacific Stock Exchanges.
TABLE OF CONTENTS
The Company...................... 3 Optional Cash Payments............. 7
Use of Proceeds.................. 3 Safekeeping........................ 7
Legal Matters.................... 3 Costs.............................. 8
Experts.......................... 3 Income Taxes....................... 8
Status of Plan................... 4 Reports to Participants............ 8
Purpose.......................... 4 Dividends.......................... 9
Advantages....................... 4 Discontinuation of Div.Reinvestment 9
Administration................... 5 Withdrawal of Shares............... 9
Participation.................... 5 Other Information..................10
Purchases........................ 6 Indemnification....................11
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THE COMPANY
Westvaco Corporation is one of the major producers of paper and paperboard in
the United States. It converts paper into a variety of end products,
manufactures a variety of specialty chemicals, produces lumber, sells timber
from its timberlands, and is engaged in land development. In Brazil, it is
a major producer of paperboard and corrugated packaging for the markets of
that country. It also exports products from both the United States and
Brazil to other countries throughout the world.
Westvaco was incorporated in 1899 under the laws of Delaware as West Virginia
Pulp and Paper Company; its name was changed to Westvaco Corporation on March
3, 1969. The principal executive offices of Westvaco are located at 299 Park
Avenue, New York, New York 10171, and its telephone number at that address is
(212) 688-5000. For shareholder matters, outside of New York City, call toll
free (800) 432-9874.
USE OF PROCEEDS
On the payable date of April 3, 1995 the Plan reinvested more than $2.4
million. This reinvestment was effected by purchasing 63,364 shares on the
open market. In the future it is possible that at least some portion of the
Plan requirements will be satisfied by either open market purchases by the
Plan or by the purchase of authorized but previously unissued shares or
treasury shares from the Company. If the Plan were to purchase shares from
the Company to meet all of its needs over the next five years, it is
reasonable to expect, based upon recent purchases, that cash generated by the
sale of such stock to the Plan could total more than $10 million annually, or
a total of about $50 million over the five-year period. The Company intends
to add any proceeds it receives from the sale of its shares to the general
funds of the Company to be available for general corporate purposes.
LEGAL MATTERS
The legality of the Securities offered hereby has been passed upon for the
Company by Thomas R. Long, Esq., Senior Vice President and General Counsel of
the Company. Mr. Long is the beneficial owner of shares of the Company's
common stock held in trust under the Westvaco Savings and Investment Plan. He
is also the direct owner of shares of common stock of the Company and the
recipient of stock options, stock appreciation rights and limited stock
appreciation rights granted by the Company.
INDEPENDENT ACCOUNTANTS
The financial statements incorporated in this Prospectus by reference to the
Annual Report on Form 10-K for the year ended October 31, 1994, have been
audited by Price Waterhouse LLP, independent accountants, as stated in their
report appearing therein.
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STATUS OF PLAN
1. Is this a new Plan?
No. Westvaco has had the Dividend Reinvestment Plan since 1973. The
Plan, however, has been improved several times since its inception. The
safekeeping feature, as described in Question 16, is the latest
improvement.
2. Does a present participant need to enroll again to continue
participation?
No. Present participants will be continued automatically unless notice
is given as provided in Question 21. If they wish to use the new
safekeeping feature, however, they must enroll for that plan option.
PURPOSE
3. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of Westvaco's
common stock, or any other holder who makes appropriate arrangements,
with a convenient, systematic, and economical method of investing cash
dividends and limited optional cash payments in additional shares of
Westvaco's common stock without payment of any brokerage commission or
service charge; and in addition to offer the security and convenience of
safekeeping.
ADVANTAGES
4. What are the advantages of the Plan?
If you become a participant in the Plan, you may:
(a) Have cash dividends on some or all of your Westvaco
shares automatically reinvested without payment of
any brokerage commission or service charge.
(b) Invest in additional shares of Westvaco stock by making
optional cash payments of not less than $25 each up to a
maximum total of $5,000 per calendar quarter, without
payment of any brokerage commission or service charge.
(c) Enjoy full investment of funds because fractions of
shares, as well as whole shares, will be credited to
your account, and dividends relating to such fractions
will also be credited to your account.
(d) Obtain the security of safekeeping for all of your
Westvaco shares, with the opportunity to sell any
such shares through the Plan should you at some time
wish to do so.
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ADMINISTRATION
5. Who administers the Plan?
The Bank of New York has been designated by the Company as its agent (the
"Agent") to administer the Plan for participants, maintain records, send
statements of account to participants, and perform other duties relating
to the Plan. The Agent will hold for safekeeping the shares purchased
for, or deposited for safekeeping by, each participant until termination
of participation in the Plan or receipt of a request by a participant to
sell or withdraw all or part of such shares. The tear-off stub attached
to the bottom of each statement will expedite a request. Shares
purchased or deposited under the Plan and held by the Agent for a
participant in the Plan will be registered in its name or in the name of
a nominee. In the event that The Bank of New York should resign or
otherwise cease to act as Agent, the Company will make such other
arrangements as it deems appropriate for the administration of the Plan.
PARTICIPATION
6. Who is eligible to participate?
If you are a holder of record of shares of the Company's common stock you
are eligible to participate in the Plan. If your shares are registered
in a name other than your own name (e.g. in the name of a broker or bank
nominee) you must either become a shareholder of record by having such
shares transferred into your own name, or make appropriate arrangements
with the holder of such shares. You must hold your shares in your own
name to participate in the safekeeping feature.
7. Is partial reinvestment possible under the Plan?
Yes. If you wish the dividends on only some of your shares to be
reinvested under the Plan, you may so indicate on the authorization
form described in Question 8.
8. How does an eligible shareholder participate?
If you are a holder of record of Westvaco's stock you may join the Plan
at any time by signing an authorization card and mailing it to the
following address:
The Bank of New York
Dividend Reinvestment Department
P. O. Box 1958
Newark, NJ 07101-9774
An authorization card may be obtained from The Bank of New York by
calling 1-800-524-4458 or by writing The Bank of New York, c/o Investor
Relations Department, P. O. Box 11258, New York, NY 10286-1258.
You may also obtain an authorization card by writing to John W.
Hetherington, Vice President and Secretary, Westvaco Corporation, 299
Park Avenue, New York, NY 10171. You may also call (212) 688-5000 or,
outside of New York City, toll-free (800) 432-9874.
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If you are not a holder of record, you may wish to consider having your
shares transferred into your own name.
9. When will dividend reinvestment start?
If the authorization card is received prior to the record date for an
upcoming dividend, reinvestment will commence with that dividend payment.
If the authorization card is received after the record date, reinvestment
of dividends will commence with the next dividend. Shares may be
deposited in the Plan for safekeeping at any time.
10. What does the authorization card provide?
The authorization card provides for the purchase of shares of Westvaco's
common stock through reinvestment of dividends on all or some of your
shares. Separately it provides for the deposit of shares for
safekeeping. The authorization card also appoints The Bank of New York
as agent for each participant to carry out the purposes of the Plan.
PURCHASES
11. At what price and when will shares of Westvaco stock be purchased under
the Plan?
The purchase price of Westvaco stock purchased by each participant in the
Plan with either reinvested dividends or optional cash payments will vary
depending on the source of such shares. Shares purchased on the open
market will be priced at the actual market price at the time of purchase.
Shares purchased from the Company will be priced at the average of the
high and the low sales prices reported on the New York Stock Exchange on
the Investment Date.
The Investment Date is that date in each month when optional cash
payments and, when applicable, dividends are reinvested under the Plan.
There is only one Investment Date in each calendar month which is
normally the first business day of the month. If an Investment Date falls
on a day on which the New York Stock Exchange is closed, the Investment
Date will be the next trading day. In those months in which a dividend
is paid, the Investment Date will be the Dividend Payment Date.
12. How many shares will be purchased for participants?
The number of shares to be purchased depends on the number of shares
chosen for reinvestment, the amount of the dividend, any optional cash
payments, and the purchase price of the shares. Your account will be
credited with that number of shares, including fractions computed to four
decimal places.
13. Will certificates be issued for shares of Westvaco stock purchased or
deposited for safekeeping under the Plan?
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No. Shares of Westvaco stock purchased under the Plan and shares
deposited for safekeeping with the Agent will be registered in the name
of a nominee of the Agent or entered in the Agent's account with
Depository Trust Company, and, unless requested by a participant,
certificates for such shares will not be issued.
Certificates for any number of shares held for the participant will be
issued upon request of the participant. Using the tear off stub attached
to the bottom of each statement will expedite a request. No certificates
will be issued for fractional shares. Any remaining full and fractional
shares will remain credited to the participant's account.
OPTIONAL CASH PAYMENTS
14. Who is eligible to make optional cash payments?
If you are enrolled in the Plan, you have the option of sending the Agent
a check or money order for at least $25 to purchase additional Westvaco
stock. The total of such optional cash payments may not exceed $5,000
per calendar quarter. Checks must be unendorsed, drawn originally to The
Bank of New York on a United States bank, and payable in U.S. dollars.
15. When will optional cash payments received by the Agent be invested?
Optional cash payments will be invested once each month, on the
Investment Date as defined in Question 11. Under no circumstances will
interest be paid on optional cash payments. You are therefore strongly
urged to transmit any optional cash payments so as to be received by the
Agent as close as possible in advance of the Investment Date, but not
less than two (2) business days in advance of such date.
SAFEKEEPING
16. May Westvaco shares be sent to the Bank for safekeeping?
Yes. As an additional service, you may deposit free of charge any or all
of your Westvaco common shares for which you hold certificates with the
Agent for safekeeping. You may place shares in safekeeping without
choosing to reinvest any dividends or being able to make optional cash
contribution. If you wish to use this service, you should complete the
appropriate box on the authorization card and return it to the Agent
together with your certificate or certificates. Delivery of certificates
is at the risk of the shareholder and, for delivery by mail, registered
and insured mail with return receipt requested is recommended. The
insured value should be at least 2% of the market value of the shares
represented by each certificate to cover the cost of certificate
replacement in case of loss.
You may withdraw some or all of your shares from the Agent's custody
without charge at any time by requesting that a certificate be issued for
some or all of the full shares held by the Agent. Such shares may also
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be sold simply by giving instructions to the Agent. Sales will be at
the market price and will be subject to a brokerage commission. Use of
the tear-off stub attached to the bottom of your statement will expedite
your request.
COSTS
17. Are there any costs to participants in connection with the Plan?
As a participant you will incur no brokerage commissions or service
charges in connection with purchases made under the Plan. There are also
no charges for depositing shares for safekeeping in the Plan. A
brokerage commission will be charged on the sale of shares, including
those acquired in the Plan through dividend reinvestment or optional cash
payments and those deposited in the Plan for safekeeping, and deducted
from the proceeds.
INCOME TAXES
18. What are the income tax consequences to participants in the Plan?
Your dividends reinvested under the Plan continue to be taxable for
income tax purposes as if you had received a cash dividend on the
dividend payment date.
You will not realize any taxable income when certificates for whole
shares credited to the your account are delivered to you. However, if
you receive a cash payment for a fractional share credited to your
account, you will realize a gain or loss with respect to such fraction.
Gain or loss will also be realized when shares are sold by the Agent
pursuant to your request or upon sale of the underlying shares, or upon
sale by you after withdrawal from the Plan. The amount of such gain or
loss, which will affect possible tax consequences, will be the
difference between the amount which you receive for such shares or
fraction of a share and the tax basis thereof. Tax consequences with
respect to shares deposited under the Plan for safekeeping will be the
same as if the certificates were still held by you.
REPORTS TO PARTICIPANTS
19. What kind of reports will be sent to participants?
As soon as practicable after the reinvestment of your dividends or the
investment of any optional cash contributions, you will receive a
statement confirming the purchases made and setting forth the dividends
reinvested, any additional cash investment made, the number of shares
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purchased, the cost per share, and the total shares accumulated for you
under the Plan. Such statement will also show the number of any shares
held for you in safekeeping as part of the total held for you by the
Agent. If you just have shares held for safekeeping, and no dividends
are reinvested or optional payments invested, you will receive a
confirmation when your shares are received for safekeeping and a
statement of your safekeeping account annually thereafter. It is
important to preserve all of these statements as part of your financial
records.
DIVIDENDS
20. Will participants be credited with dividends on shares held in their
account under the Plan?
Dividends in cash on shares held just for safekeeping will be sent
directly to you. Cash dividends on all other shares of Westvaco stock in
the Plan, including fractional shares credited to your account under the
Plan, whether such shares were purchased with reinvested dividends or
optional cash payments, will automatically be reinvested for you in
additional shares of common stock. This will continue until and unless
you instruct the Agent to discontinue reinvestment of dividends on all
shares.
DISCONTINUATION OF DIVIDEND REINVESTMENT
21. How does a participant discontinue reinvesting dividends?
If you wish to stop reinvesting dividends, you must notify the Agent at
the address set forth in Question 8 above. It is recommended that you
use the tear-off stub attached to the bottom of your statement which will
help expedite your request. Thereafter dividends will be paid in cash on
the payable dates. If you stop reinvesting all dividends, the Agent will
cause a certificate to be delivered to you for all full shares previously
purchased for you and held by the Agent for your account. Alternatively,
if you so request, the Agent will sell such shares as soon as practicable
and send to you the proceeds, less the applicable brokerage commission.
In every case, any interest in fractional shares will be adjusted in cash
at the then current market value of the Westvaco shares.
WITHDRAWAL OF SHARES
22. How does a participant withdraw shares purchased under the Plan?
You may withdraw all or a portion of any Westvaco shares credited to your
account by notifying the Agent to that effect and specifying in the
notice the number of shares to be withdrawn. This notice should be
mailed to the Agent at the address set forth in Question 8 above.
Certificates for whole shares of common stock so withdrawn will be
issued. In no case will certificates for fractional shares be issued.
After you withdraw shares of common stock from the Plan, cash dividends
on such shares will continue to be reinvested in accordance with the
authorization card submitted under the Plan, unless and until you request
that reinvestment be discontinued as described in Question 21 above.
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23. What happens to a participant's Plan account if the participant disposes
of all shares registered in his or her name on the books of the Company?
If you dispose of all shares owned of record in your own name, and if the
only shares held by the Agent in your account are shares acquired by
reinvested dividends or optional cash payments, the Agent will attempt to
determine from you the disposition you wish to be made of these shares.
Should the Agent be unable to obtain instructions, it may, in its
discretion, continue to hold such shares and to reinvest the dividends
until otherwise notified.
OTHER INFORMATION
24. What happens if Westvaco has a common stock rights offering, issues a
stock dividend or declares a common stock split?
In the event that Westvaco makes available to its shareholders rights to
purchase additional shares, debentures or other securities, including
rights issued under a shareholder rights plan, the benefits of such
rights will be made available to participants in the Plan. Stock
dividends or split shares, if any, distributed by the Company will be
credited to the participant's account. Transaction processing may be
curtailed or suspended between the record date and the distribution date
for all stock dividends, stock splits, and rights offerings.
25. How will a participant's Plan shares be voted at a meeting of
shareholders?
The Agent will vote all full shares held in your account in accordance
with the proxy returned by you. If you do not return a proxy, the Agent
will not vote such shares.
26. What are the responsibilities of Westvaco and the Agent under the Plan?
Westvaco and the Agent will not be liable under the Plan for any act done
in good faith or for any good faith omission to act, including, without
limitation, any claims with respect to the prices at which shares are
purchased or sold for the participant's account, or the time at which
such transactions are made.
Participants should recognize that neither the Company nor the Agent can
provide any assurance of a profit or any protection against loss on
shares purchased or sold under the Plan due to market changes.
27. May the Plan be changed or discontinued?
While Westvaco hopes to continue the Plan indefinitely, the Company
reserves the right to suspend, terminate, or modify the Plan at any
time.
Participants will be notified of any such suspension, termination or
modification. Upon termination of the Plan, any uninvested optional cash
payments will be returned, certificates for whole shares credited to a
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participant's account under the Plan will be issued, and a cash payment
will be made for any fractional shares credited to a participant's
account. Such cash payment will be based on the average of the high and
low prices of the Company's stock as reported on the New York Stock
Exchange for such date as is set forth in the notice of termination.
INDEMNIFICATION
The Company provides the broadest possible protection, under applicable
Delaware law, to indemnify its own and its subsidiaries' directors,
officers and other employees against any liability arising in connection
with any lawsuit brought against them for good faith actions reasonably
believed to have been taken in the Company's best interests and, with
respect to criminal actions, reasonably believed not to be unlawful.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company
has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Act and is therefore unenforceable.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution*
Securities and Exchange Commission registration fee......... $ 7,715.57
Printing.................................................... 15,000.00
Accounting services......................................... 4,500.00
New York, Chicago and Pacific Stock Exchanges listing fees.. 5,500.00
Miscellaneous............................................... 2,000.00
Total .................................................... $ 34,715.57
*All amounts are estimates, other than the registration fee, and such
amounts will be paid by Registrant.
Item 15. Indemnification of Directors and Officers.
The General Corporation Law of the State of Delaware, Section 145, as amended,
permits the registrant to indemnify any person "who was or is a party or is
threatened to be made a party" to any proceeding by his relationship to the
registrant "if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests" of the registrant. Expenses
may be paid in advance and insurance may be carried by the registrant.
Article II. Section 14 of the Registrant's Bylaws provides as follows:
"Each director, officer and employee, past or present, of the Corporation, and
each person who serves or may have served at the request of the Corporation as
a director, officer or employee of another corporation and their respective
heirs, administrators and executors, shall be indemnified by the Corporation
in accordance with, and to the fullest extent provided by, the provisions of
the General Corporation Law of the State of Delaware as it may from time to
time be amended. Each agent of the Corporation and each person who serves or
may have served at the request of the Corporation as an agent of another
corporation, or as an employee or agent of any partnership, joint venture,
trust or other enterprise may, in the discretion of the Board of Directors, be
indemnified by the Corporation to the same extent as provided herein with
respect to directors, officers and employees of the Corporation".
The Registrant has purchased one or more insurance policies insuring officers
and directors of the Registrant against certain liabilities, including
liabilities under the Securities Act of 1933, and insuring the Registrant
against any payment which it is obligated to make to such persons under the
indemnification provisions of its Bylaws. The Registrant has also entered
into agreement with each of its officers and directors providing them with a
right of indemnification.
Item 16. Exhibits.
EXHIBIT 1 Underwriting agreement. Not applicable.
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EXHIBIT 2 Plan of acquisition, reorganization, arrangement, liquidation
or succession. Not applicable.
EXHIBIT 4 Instruments defining the rights of security holders, including
indentures.
(a) Restated Certificate of Incorporation for Westvaco
Corporation dated December, 1989, previously filed as
Exhibit 3b to the Company's Annual Report on Form 10-K for
the fiscal year ended October 31, 1992, File No. 1-3013,
incorporated herein by reference.
(b) Rights Agreement dated as of November 24, 1987 between
Westvaco Corporation and The Bank of New York (formerly
with Chemical Bank) previously filed as Exhibit 1 to the
Company's Form 8-A dated December 7, 1987, File No. 1-3013,
incorporated herein by reference.
(c) Amendment No. 1 to Rights Agreement, dated as of October
25, 1988, previously filed as Exhibit 28(a) to the
Company's Form 8-K dated November 10, 1988, File No.
1-3013, incorporated herein by reference.
(d) Amendment No. 2 to Rights Agreement, dated as of October
24, 1989, previously filed as Exhibit 4 to the Company's
Form 8-K dated October 24, 1989, File No. 1-3013,
incorporated herein by reference.
EXHIBIT 5 Opinion re legality.
and
EXHIBIT 23(a) Opinion of Legal Counsel, Thomas R. Long, Esq., dated
June 28, 1995.
EXHIBIT 8 Opinion re tax matters.
Not applicable.
EXHIBIT 12 Statement re computation of ratios.
Not applicable.
EXHIBIT 15 Letter re unaudited interim financial information.
Not applicable.
EXHIBIT 23 (b) Consent of Independent Accountants.
EXHIBIT 24 Powers of Attorney.
(a) Powers of Attorney dated May 24, 1994, signed by members
of the Board of Directors of Westvaco (John C. Bierwirth,
Samuel W. Bodman III, Walter H. Brown, George E. Cruser,
David L. Luke III, John A. Luke, Jr., John A. Luke, Sr.,
William R. Miller, Katherine G. Peden and Richard A.
Zimmerman) authorizing David L. Luke III, John A. Luke,
Jr., George E. Cruser and John W. Hetherington to sign on
14
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Page Fourteen
their behalf in executing registration documents
pertaining to this Plan, previously filed as Exhibit 24
(a) to the Form S-8 Registration Statement related to the
Westvaco Corporation 1995 Stock Option and Stock
Appreciation Rights Plan, dated February 28, 1995 (File
No. 033-57879) and incorporated herein by reference.
(b) Power of Attorney dated May 31 1994, signed by David L.
Hopkins, Jr., a member of the Board of Directors of
Westvaco, authorizing David L. Luke III, John A. Luke,
Jr., George E. Cruser and John W. Hetherington to sign on
his behalf in executing registration documents pertaining
to this Plan, previously filed as Exhibit 24(b) to the
Registration Statement on Form S-8 related to the Westvaco
Corporation 1995 Salaried Employee Stock Incentive Plan,
dated February 28, 1995 (File No.033-57879) and
incorporated herein by reference.
(c) Power of Attorney dated November 23, 1994, signed by
Thomas W. Cole, Jr., a member of the Board of Directors of
Westvaco, authorizing David L. Luke III, John A. Luke,
Jr., George E. Cruser and John W. Hetherington to sign on
his behalf in executing registration documents pertaining
to this Plan, previously filed as Exhibit 24(c) to the
Registration Statement on Form S-8 related to the Westvaco
Corporation 1995 Salaried Employee Stock Incentive plan,
dated February 28, 1995 (File No. 033-57879) and
incorporated herein by reference.
(d) Power of Attorney dated December 21, 1994, signed by W. L.
Lyons Brown, Jr., authorizing David L. Luke III, John A.
Luke, Jr., George E. Cruser and John W. Hetherington to
sign on his behalf in executing registration documents
pursuant to this Plan, previously filed as Exhibit 24 (d)
to the Form S-8 Registration Statement related to the
Westvaco Corporation 1995 Salaried Employee Stock
Incentive Plan, dated February 28, 1995 (File No. 033-
57879) and incorporated herein by reference.
EXHIBIT 25 Statement of eligibility of trustee.
Not applicable.
EXHIBIT 26 Invitations for competitive bids.
Not applicable.
EXHIBIT 27 Financial Data Schedule.
Not applicable.
EXHIBIT 28 Information from reports furnished to state insurance
regulatory authorities.
Not applicable.
15
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Page Fifteen
EXHIBIT 99 Additional exhibits.
None.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
That for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
16
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Page Sixteen
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, Westvaco Corporation certifies that it has reasonable ground to believe
that it meets all of the requirements for filing on Form S-3, and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, and State of
New York, on this 28th day of June 1995.
WESTVACO CORPORATION
By /s/ John A. Luke, Jr.
John A. Luke, Jr.
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in their capacities
and on the days indicated.
Principal Executive Officer:
/s/John A. Luke, Jr. President and Chief
John A. Luke, Jr. Executive Officer June 28, 1995
Principal Financial Officer:
/s/George E. Cruser Senior Vice President
George E. Cruser June 28, 1995
Principal Accounting Officer:
/s/John E. Banu Comptroller
John E. Banu June 28, 1995
John C. Bierwirth David L. Luke III
Samuel W. Bodman III John A. Luke, Sr. Constituting At
Walter H. Brown John A. Luke, Jr. Least A Majority
W. L. Lyons Brown, Jr. William R. Miller Of The Directors
Thomas W. Cole, Jr. Katherine G. Peden
George E. Cruser Richard A. Zimmerman
David L. Hopkins, Jr.
By /s/ John W. Hetherington
John W. Hetherington
Attorney-in-Fact June 28, 1995
17
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
4(a) Restated Certificate of Incorporation for
Westvaco Corporation dated December, 1989,
previously filed as Exhibit 3b to the
Company's Annual Report on Form 10-K for
the fiscal year ended October 31, 1992,
File No. 1-3013, incorporated herein by
reference.
4(b) Rights Agreement dated as of November 24,
1987 between Westvaco Corporation and The
Bank of New York (formerly with Chemical Bank)
previously filed as Exhibit 1 to the Company's
Form 8-A dated December 7, 1987, File No. 1-
3013, incorporated herein by reference.
4(c) Amendment No. 1 to Rights Agreement, dated as
of October 25, 1988, previously filed as
Exhibit 28(a) to the Company's Form 8-K dated
November 10, 1988, File No. 1-3013, incor-
porated herein by reference.
4(d) Amendment No. 2 to Rights Agreement, dated as
of October 24, 1989, previously filed as
Exhibit 4 to the Company's Form 8-K dated
October 24, 1989, File No. 1-3013, incor
porated herein by reference.
5 & 23(a) Opinion of Legal Counsel, Thomas R. Long, Esq.,
dated June 28, 1995. 20
23(b) Consent of Independent Accountants. 21
24(a) Powers of Attorney dated May 24, 1994, signed
by members of the Board of Directors of Westvaco
(John C. Bierwirth, Samuel W. Bodman III, Walter
H. Brown, George E. Cruser, David L. Luke III,
John A. Luke, Jr., John A. Luke, Sr., William
R. Miller, Katherine G. Peden and Richard
A. Zimmerman) authorizing David L. Luke III,
John A. Luke, Jr., George E. Cruser and John W.
Hetherington to sign on their behalf in
executing registration documents pertaining
to this Plan, previously filed as Exhibit
24(a) to the Form S-8 Registration Statement
related to the Westvaco Corporation 1995 Stock
Option and Stock Appreciation Rights Plan, dated
February 28, 1995 (File No. 033-57879) and
incorporated herein by reference.
18
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
24(b) Power of Attorney dated May 31, 1994, signed by
David L. Hopkins, Jr., a member of the Board of
Directors of Westvaco, authorizing David L. Luke
III, John A. Luke, Jr., George E. Cruser, and
John W. Hetherington to sign on his behalf
in executing registration documents pertaining
to this Plan, previously filed as Exhibit 24(b)
to the Registration Statement on Form S-8 related
to the Westvaco Corporation 1995 Salaried Employee
Stock Incentive Plan, dated February 28, 1995
(File No. 033-57879) and incorporated herein by
reference.
24(c) Power of Attorney dated November 23, 1994,
signed by Thomas W. Cole, Jr., a member of the
Board of Directors of Westvaco, authorizing
David L. Luke III, John A. Luke, Jr., George
E. Cruser and John W. Hetherington to sign
on his behalf in executing registration
documents pertaining to this Plan, previously
filed as Exhibit 24(c) to the Registration
Statement on Form S-8 related to the Westvaco
Corporation 1995 Salaried Employee Stock
Incentive Plan, dated February 28, 1995 (File
No. 033-57879) and incorporated herein by
reference.
24(d) Power of Attorney dated December 21, 1994,
signed by W. L. Lyons Brown, Jr., a member of
the Board of Directors of Westvaco, authorizing
David L. Luke III, John A. Luke, Jr., George
E. Cruser and John W. Hetherington to sign on
his behalf in executing registration documents
pertaining to this Plan, previously filed as
Exhibit 24(d) to the Form S-8 Registration
Statement related to the Westvaco Corporation
1995 Salaried Employee Stock Incentive Plan,
dated February 28, 1995 (File No. 033-57879)
and incorporated herein by reference.
19
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EXHIBIT 5 and 23(a)
Westvaco
June 28, 1995
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington DC 20549
Dear Sir/Madam:
As General Counsel of Westvaco Corporation, I am familiar with the Westvaco
Corporation Dividend Reinvestment Plan (the "Plan"), and with the legal
matters involving its adoption and implementation.
It is my opinion that the Plan has been validly authorized and adopted by
Westvaco and that any shares of Westvaco Common Stock of the par value of
$5 per share ("Westvaco Common Stock") issued or sold to the administrator
of the Plan pursuant to the provisions of the Plan are legal shares, have
been validly issued, and are fully paid and nonassessable.
It is also my opinion that there are no orders or proceedings required by
any federal or state regulatory authorities which are prerequisite to the
issuance or sale of unissued shares of Westvaco Common Stock to the
administrator of the Plan.
I consent to the filing of this opinion letter as an exhibit to any
registration statements under the Securities Act of 1933, or post-effective
amendments thereto, registering Westvaco Common Stock to be issued or sold
in connection with the Plan. I further consent to any reference to this
opinion in any prospectus which is part of any such registration statement
or post-effective amendment.
In addition to being General Counsel, I am a Senior Vice President of
Westvaco. I also own Westvaco Common Stock and I am the beneficial owner
of Westvaco Common Stock purchased under the Westvaco Savings and
Investment Plan for Salaried Employees. In addition, I have also been
awarded and have outstanding stock options, stock appreciation rights and
limited stock appreciation rights under the Corporation's several stock
option and stock appreciation rights plans.
Very truly yours,
/s/Thomas R. Long
Thomas R. Long
Senior Vice President
and General Counsel
20
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EXHIBIT No. 23b
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the prospectus
constituting part of this Registration Statement on Form S-3 of our
report dated November 17, 1994, which appears on page 33 of the 1994
Annual Report to Shareholders of Westvaco Corporation, which is
incorporated by reference in Westvaco Corporation's Annual Report on Form
10-K for the year ended October 31, 1994. We also consent to the
incorporation by reference of our report on the Financial Statement
Schedules, which appears on Page IV-3 of such Annual Report on Form 10-K.
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York
June 28, 1995
21
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