Exibit Index
Appears on
Page 14-15
File No._____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES
ACT OF 1933
FOR
WESTVACO CORPORATION
1995 NON-EMPLOYEE DIRECTOR
STOCK INCENTIVE PLAN
_________________________________________________________
WESTVACO CORPORATION
(a Delaware Corporation)
(I.R.S. Employer Identification No. 13-1466285)
299 Park Avenue
New York, New York 10171
(Name of issuer of the securities being offered
pursuant to the Plans and
the address of its principal executive office)
__________________________________________________________
JOHN W. HETHERINGTON, VICE PRESIDENT AND SECRETARY
WESTVACO CORPORATION
299 Park Avenue
New York, New York 10171
Telephone - 212-688-5000
(Name and address of agent for service for the
employer and for the issuer of the securities)
<PAGE>
CALCULATION OF REGISTRATION FEE FOR
REGISTRATION STATEMENT - WESTVACO CORPORATION
1995 NON-EMPLOYEE DIRECTOR STOCK
INCENTIVE PLAN
________________________________________________________
________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
___________________________________________________________________________
Interests of 75,000 $39.9375(c) $2,995,313(d) $1,033(e)
Plan shares (b)
Participants
and Common Stock
of Westvaco
Corporation (a)
___________________________________________________________________________
(a) Par value - $5.00 per share
(b) This is the maximum number of shares of Common Stock
authorized to be used in connection with the Plan for
the full life of the Plan, subject to adjustment for
stock splits or other forms of recapitalization.
(c) This was the average of the high and low prices
for Westvaco Common Stock on February 27, 1995
on the New York Stock Exchange-Composite Transactions.
(d) This amount is computed by multiplying 75,000 (b) times
$39.9375 (c).
(e) This is one-twentyninth of one-percent of $2,995,313 (d).
2
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File No. _________
WESTVACO CORPORATION
1995 NON-EMPLOYEE DIRECTOR
STOCK INCENTIVE PLAN
SECURITIES REGISTERED:
75,000 shares of Westvaco Corporation Common Stock of the par
value of $5 per share for the Plan.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement consists of:
(1) PART I - Information Required in the Section 10(a) Prospectus
(2) PART II - Information Required in the Registration Statement
(3) EXHIBITS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
ITEM 1. PLAN INFORMATION
The Company shall deliver or cause to be delivered to each Plan
Participant material information regarding the Plan and its operations that
will enable Plan Participants to make an informed decision regarding
investment in the Plan. This information shall include to the
extent material to the particular Plan being described, but not be limited
to, (a) General Plan Information, (b) Securities to be Offered, (c)
Employees who May Participate in the Plan, (d) Purchase of Securities
Pursuant to the Plan and Payment for Securities Offered, (e) Resale
Restrictions, (f) Tax Effects of Plan Participation, (g) Investment of
Funds, (h) Withdrawal from the Plan, Assignment of Interest, (i)
Forfeitures and Penalties, and (j) Charges and Deductions and Liens
Therefor.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Company shall provide a written statement to Plan Participants
advising them of the availability, without charge, upon written or oral
request, a copy of the documents incorporated by reference in ITEM 3 of
Part II of this Registration Statement. The statement also shall indicate
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the availability, without charge, upon written or oral request, of all
documents required by Part I of this Registration Statement that then
constitute part of the Section 10(a) prospectus.
The Company shall deliver or cause to be delivered to all
eligible directors participating in the Plan (and other Plan
Participants who request such information orally or in
writing) who do not otherwise receive such material, copies of
all reports, proxy statements and other communications
distributed to its shareholders generally, provided that such
material is sent or delivered no later than the time it is
sent to shareholders.
The Company shall deliver or cause to be delivered with the documents
containing the information required by Part I of this Registration
Statement, to each Plan Participant to whom such information
is sent or given, a copy of the Company's Annual Report to
security holders containing the information required by Rule
14a-3(b) under the Securities Exchange Act of 1934 for its
latest fiscal year. If the latest fiscal year of the Company
has ended within 120 days prior to the delivery of the
document containing the information specified in Part I of
this Registration Statement, the Annual Report for the
preceding fiscal year may be so delivered, but within such 120
day period the Annual Report for the last fiscal year will be
furnished to each Plan Participant.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF 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, 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) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(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 incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares and interests offered by this Prospectus
and compliance of the Plan with ERISA have been passed upon for the Company
by Thomas R. Long, Senior Vice President and General Counsel of Westvaco
Corporation, 299 Park Avenue, New York, New York 10171, by a letter dated
February 28, 1995. Mr. Long is the direct owner of shares of
common stock of the Company. He is also the beneficial owner
of shares of common stock of the Company held in trust under
the Westvaco Corporation Savings and Investment Plan and the
recipient of stock options, stock appreciation rights and
limited stock appreciation rights granted by the Company.
The financial statements incorporated by reference in this Prospectus,
which are included as portions of Westvaco's Annual Report on
Form 10-K have been so incorporated by the company in reliance on the reports
of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article II, Section 14 of the Company'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."
In pertinent part, the Delaware Corporation Law provides:
"A corporation shall have power to indemnify any person . . . by
reason of the fact that he is or was a director, officer, employee or
agent of the corporation . . . against expenses (including attorneys'
fees), judgments, fines and amounts [paid in connection with any
lawsuit], if he acted in good faith and in manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with regard to any criminal action or proceeding,
had no reasonable cause to believe this conduct was unlawful . . ."
Accordingly, the effect of the Company's Bylaws and the applicable Delaware
Corporation Law is that directors and officers are protected for actions
taken in their respective Company capacities provided their conduct is
taken in good faith and with a reasonable belief that it is not opposed to
the Company's best interests, and with respect to criminal actions not
believed to be unlawful.
The Company 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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
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 Chemical
Bank (formerly Manufacturers Hanover Trust
Company) 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.
Opinion of Legal Counsel, Thomas R. Long, Esq., dated
February 28, 1995.
EXHIBIT 15 Letter re unaudited interim financial information.
None.
EXHIBIT 23 Consents of experts and counsel.
(a) Consent of Legal Counsel, Thomas R. Long, Esq., to
refer to legal opinion, included in Exhibit 5.
(b) Consent of independent accountants, Price
Waterhouse LLP, dated February 28, 1995.
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,
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EXHIBIT 24 George E. Cruser, David L. Luke III, John A.
(Cont'd) 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, filed as Exhibit 24(a) to the
Company's Form S-8 for the Westvaco Corporation
1995 Salaried Employee Stock Incentive Plan,
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, filed as
Exhibit 24(b) to the Company's Form S-8 for
the Westvaco Corporation 1995 Salaried
Employee Stock Incentive Plan, 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, filed as Exhibit 24(c) to the
Company's Form S-8 for the Westvaco
Corporation 1995 Salaried Employee Stock
Incentive Plan, 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, filed as
Exhibit 24(d) to the Company's Form S-8 for
the Westvaco Corporation 1995 Salaried
Employee Stock Incentive Plan, incorporated
herein by reference.
EXHIBIT 28 Information from reports furnished to state insurance
regulatory authorities.
None.
EXHIBIT 99 Additional exhibits.
Westvaco Corporation 1995 Non-Employee Director
Stock Incentive Plan.
8
<PAGE>
ITEM 9. UNDERTAKINGS
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement,
to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the
Company'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 any 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.
(c) The Company hereby undertakes to deliver or cause to be delivered with
the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X
are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by reference
in the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised 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. In the event that a claim for indemnification against
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<PAGE>
such liabilities (other then the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
10
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, Westvaco Corporation certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8, 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, State
of New York, on the 28th day of February, 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 dates indicated.
Principal Executive Officer:
/s/John A. Luke, Jr. President and Chief February 28, 1995
John A. Luke, Jr. Executive Officer
Principal Financial Officer:
/s/George E. Cruser Senior Vice President February 28, 1995
George E. Cruser
Principal Accounting Officer:
/s/John E. Banu Comptroller February 28, 1995
John E. Banu
John C. Bierwirth David L. Luke III )
Samuel W. Bodman III John A. Luke, Sr. ) Constituting
Walter H. Brown John A. Luke, Jr. ) At Least A
W. L. Lyons Brown, Jr. William R. Miller ) Majority Of
Thomas W. Cole, Jr. Katherine G. Peden ) The Directors
George E. Cruser Richard A. Zimmerman )
David L. Hopkins, Jr.
By/s/John W. Hetherington
John W. Hetherington
Attorney-in-Fact February 28, 1995
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Westvaco Corporation 1995 Non-Employee Director Stock
Incentive Plan has duly caused this Form S-8 to be signed on
their behalf by the undersigned, thereunto duly authorized in
the City of New York, State of New York, on this 28th day of
February, 1995.
WESTVACO CORPORATION
1995 NON-EMPLOYEE DIRECTOR
STOCK INCENTIVE PLAN
By/s/Robert J. Furnas
Robert J. Furnas
Chairman of Westvaco
Corporation Benefit Plans
Administration Committee
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File No._____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES
ACT OF 1933
FOR
WESTVACO CORPORATION
1995 NON-EMPLOYEE DIRECTOR
STOCK INCENTIVE PLAN
_________________________________________________________
WESTVACO CORPORATION
(a Delaware Corporation)
(I.R.S. Employer Identification No. 13-1466285)
299 Park Avenue
New York, New York 10171
(Name of issuer of the securities being offered
pursuant to the Plans and
the address of its principal executive office)
__________________________________________________________
JOHN W. HETHERINGTON, VICE PRESIDENT AND SECRETARY
WESTVACO CORPORATION
299 Park Avenue
New York, New York 10171
Telephone - 212-688-5000
(Name and address of agent for service for the
employer and for the issuer of the securities)
EXHIBITS
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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 Chemical Bank
(formerly Manufacturers Hanover Trust Company)
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,
incorporated 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,
incorporated herein by reference.
5 Opinion re legality by Thomas R. Long, Esq. 16
dated February 28, 1995.
23(a) Consent of Legal Counsel, Thomas R. Long, Esq.
to refer to legal opinion, included in
Exhibit 5.
23(b) Consent of independent accountants, Price 17
Waterhouse LLP, dated February 28, 1995.
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.,
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Exhibit No. Description Page No.
24(a) George E. Cruser and John W. Hetherington
(cont'd) to sign on their behalf in executing
registration documents pertaining to
this Plan, filed as Exhibit 24(a) to the
Company's Form S-8 for the Westvaco
Corporation 1995 Salaried Employee Stock
Incentive Plan, incorporated herein by
reference.
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, filed as
Exhibit 24(b) to the Company's Form S-8 for
the Westvaco Corporation 1995 Salaried Employee
Stock Incentive Plan, 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, filed as Exhibit 24(c)
to the Company's Form S-8 for the Westvaco
Corporation 1995 Salaried Employee Stock
Incentive Plan, 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, filed as Exhibit 24(d)
to the Company's Form S-8 for the Westvaco
Corporation 1995 Salaried Employee Stock
Incentive Plan, incorporated herein by reference.
99 Westvaco Corporation 1995 Non-Employee 18-27
Director Stock Incentive Plan.
15
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Westvaco
February 28, 1995
Securities and Exchange Commission
450 Fifth Street
Washington, DC 20549
Dear Sir/Madam,
As General Counsel of Westvaco Corporation ("Westvaco"), I am
familiar with the Westvaco Corporation 1995 Non-Employee
Director Stock Incentive Plan ("Plan"). I also am familiar
with the adoption of the Plan by the Board of Directors and
the shareholders of Westvaco.
It is my opinion that the Plan has been validly authorized and
adopted by Westvaco and that recipients of awards under the
Plan ("Optionees") may enforce such awards according to their
terms.
It is also my opinion that the interests of Optionees in the
Plan are legal and that any shares of Westvaco Common Stock of
the par value of $5 per share ("Westvaco Common Share") issued
or sold to Optionees upon the exercise of options under the
Plan are legal shares, and have been validly issued, and, when
so issued or sold, are fully paid and non-assessable.
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 and other interests of Optionees. 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
am the beneficial owner of Westvaco Common Stock purchased
under the Westvaco Savings and Investment Plan for Salaried
Employees.
Very truly yours,
/s/Thomas R. Long
Thomas R. Long
Senior Vice President
and General Counsel
TRL:EPM
16
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report dated
November 17, 1994 appearing 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. We also consent to 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, NY 10036
February 28, 1995
17
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2/28/95
Westvaco Corporation
1995 Non-Employee Director
Stock Incentive Plan
1. Purpose
The purpose of the 1995 Stock Option Plan for Non-Employee
Directors (the "Plan") is to provide long-term incentive
supplemental compensation through the ownership of stock
for members of the Board of Directors of Westvaco
Corporation ("Westvaco" or the "Company") who are not
employees of the Company or a subsidiary of the Company.
2. Definitions
As used in the Plan, the following terms shall have the
following respective meanings:
a) "Eligible Director" shall mean a member of the
Board of Directors of Westvaco Corporation who is,
at the time of receiving any grant under this Plan, not a
salaried employee of Westvaco Corporation or a
subsidiary of Westvaco Corporation.
b) "Board" should mean the Board of Directors of
Westvaco Corporation.
c) "Committee" shall mean the Compensation Committee
of the Board or any subcommittee thereof, which
Committee or subcommittee shall consist of not
less than three (3) members of the Board, or two (2)
if permitted by Rule 16b-3(c) promulgated under the
Securities Exchange Act of 1934, as amended or superseded.
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<PAGE>
d) "Fair Market Value" shall mean the mean of the high
and low prices at which Westvaco stock traded on the
New York Stock Exchange on a designated date.
e) "Effective Date" of the exercise of any stock
option or stock appreciation right shall be the
last business day preceding (1) in the case of
delivery of a completed exercise form by hand or
FAX transmission to the Westvaco Treasurer's
office, the date received by such office, or (2)
in the case of mailed forms, the postmark date for
such mailing.
f) "Optionee" shall mean the grantee of any stock
option or stock appreciation right and any
other person who may be entitled to exercise
such option or right.
3. Shares of Stock Subject to the Plan
Subject to adjustment as provided herein, the total
number of shares that may be subject to stock options
and stock appreciation rights is 75,000 shares of the
common stock of the Company. The
source of shares for the Plan may be treasury shares or
newly issued shares, at the discretion of the Board.
Any share which is subject to an option or stock
appreciation right which for any reason expires or is
terminated unexercised may again be subject to an
option or stock appreciation right under the Plan.
Shares of stock available for the grant of stock
options and stock appreciation rights under the Plan
shall not be diminished by any
grants of any kind under any plan created or maintained
by any
-2-
19
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company acquired by the Company or with which the
Company is merged or combined.
4. Adjustment for Changes in Capitalization
The aggregate number of common shares authorized under
Section 3 and the number of shares subject to stock
options or stock appreciation rights shall be
automatically adjusted on an equitable basis for any
changes in the number of outstanding common shares
resulting from recapitalization, stock splits, stock
dividends, or any other similar changes in
capitalization effected without consideration occurring
after the effective date of the Plan. There shall also
be a similar adjustment in the number of shares subject
to outstanding options and stock appreciation rights
and, in the related option price. Any resulting
fractional share, however, shall be eliminated.
5. Effective Date and Term of Plan
The Plan shall be submitted to shareholders of the
Company for approval at the 1995 annual meeting
scheduled to be held on
February 28, 1995, or any adjournment thereof, and, if
approved, shall become effective on that date. Unless
sooner terminated, the Plan shall terminate on February
28, 2005. No further grants shall be made under the
Plan after termination, but termination shall not
affect the rights of any Optionee under any grants made
prior to termination.
6. Administration of the Plan
The Plan shall be administered by the Committee. In
administering the Plan, the Committee, in its
discretion, may adopt whatever
-3-
20
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rules and regulations for carrying out the Plan that it
deems appropriate and may delegate administrative
functions to management; except that no decision of the
Committee and no delegated authority shall affect the
timing, price or amount of any grants to Eligible
Directors, and no delegated authority shall involve the
approval of cash exercises of stock appreciation
rights, it being intended that these be determined by a
formula for the purposes of Rule 16b-3(c) promulgated
under the Securities Exchange Act of 1934, as amended
or superseded. An interpretation or decision made by
the Committee with regard to any other question arising
under the Plan, including questions of administration,
shall be final and conclusive on all parties
participating or eligible to participate in the Plan.
7. Amendments
The Plan may be amended at any time in any respect or
terminated by the Board acting on recommendation of the
Committee, except that no amendment shall affect the
timing, price or amount of any grants made or to be
made to Eligible Directors. Further, amendments to
increase the total shares subject to the Plan or
available for any grant (except as provided under
Section 4), or to change the eligibility for grant, may
not be made without shareholder approval.
It is intended that the Plan always satisfy the
conditions of Securities and Exchange Commission Rule
16b-3 (or any similar rule) which exempts certain
transactions pursuant to the Plan by
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directors and officers of the Company from the operation
of Section 16(b) of the Securities Exchange Act of
1934, provided that the Plan satisfies such conditions.
The Plan may be amended to meet the conditions
required, or to remove conditions no longer required,
by such Rule, provided that the express restrictions
set forth in this Section 7 shall always be maintained.
8. Stock Options
Options to purchase 1,000 shares of common stock of the
Company shall be granted on February 28, 1995 (or such
later date as the Plan is approved by Westvaco
stockholders), and thereafter each year on the date of
the last regular meeting of the Board in that
calendar year (beginning with 1995) to each person who,
at the adjournment of such meeting, is an Eligible
Director. All options
shall be evidenced by written agreements and shall be
granted on the terms hereafter set forth, together with
such other terms, not inconsistent with the terms of
the Plan, as the Committee, in its discretion, may from
time to time approve.
(a) Option Price. The exercise price of the shares
under each option shall be 100% of the Fair Market
Value of Westvaco common stock on the date the
option is granted.
(b) Medium and Time of Payment. Stock purchased
pursuant to an option shall be paid for in full
at the time of purchase in such manner as the Committee
shall determine. The medium of payment shall be cash,
Westvaco common stock valued at Fair
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Market Value, or any other property satisfactory to
Westvaco, valued as of the Effective Date of the
exercise. Following receipt of payment, the
Company shall deliver to the Optionee
a certificate or certificates for such shares due
upon an option exercise.
(c) Forfeiture of Stock Appreciation Rights. Upon the
exercise of stock options, stock appreciation
rights with respect to the same shares shall be
forfeited.
9. Stock Appreciation Rights
Stock appreciation rights covering 1,000 shares of
common stock of the Company shall be granted on
February 28, 1995 (or such later date as the Plan is
approved by Westvaco stockholders), and thereafter each
year on the date of the last regular meeting of the
Board in that calendar year (beginning with 1995), to
each person who, at the adjournment of such meeting, is
an Eligible Director. Such stock appreciation rights
shall be granted in tandem with stock options granted
on the same date. All stock appreciation rights shall
be evidenced by written agreements and shall be granted
on the terms hereafter set forth, together with such
other terms, not inconsistent with the terms of the
Plan, as the Committee, in its discretion, may from
time to time approve.
(a) Value of Stock Appreciation Right. The value of a
stock appreciation right shall be equal to the
excess, if any, of
the Fair Market Value of the common stock of the
Company on
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the Effective Date of exercise of such right over
the Fair Market Value on the date of grant.
(b) Exercise. Following exercise of stock appreciation
rights the Optionee shall be entitled to receive in
settlement the value of the stock appreciation for
the number of rights exercised
and shall receive 55% of this settlement in the
common stock of the Company, and the remainder in cash,
provided that cash shall be delivered in lieu of any
fractional share of stock. Each such exercise of
stock appreciation rights shall be subject to
approval by the Committee, no member of which shall
vote upon his own exercise.
(c) Timing of exercise. The Effective Date of exercise
of stock appreciation rights must occur during a
period beginning on the third business day
following the date of release of the Company's
quarterly or annual summary statements of sales and
earnings and ending on the twelfth business day
following such date.
(d) Forfeiture of Stock Option. Upon the exercise of
stock appreciation rights, stock options with
respect to the same shares shall be forfeited.
10. Period of Exercise of Options and Stock Appreciation
Rights
Each stock option and stock appreciation right shall be
exercisable after a period of six (6) months from the
date on which it is granted. The Committee may make
such provisions covering periods
of exercise subsequent to termination of Board
membership as the
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Committee, in its sole discretion, may determine. An
option or right cannot be exercised beyond a period of ten (10)
years from the date of grant, except in the case of the
death of a grantee within one year before the expiration of an
option or right because of time, in which case such option or
right may be exercised for a period of eleven (11) years from
the date of grant. All of the periods within which options and
rights are exercisable are subject always to such further
limitations as may be required to maintain favorable treatment
under the securities and tax laws.
11. Additional Provisions Relating to Stock Options and
Stock Appreciation Rights
(a) Payment of Taxes. It shall be a condition to the
performance of the Company's obligation to make any
payment or to issue, transfer or deliver any common stock
that the Optionee pay, or make provision satisfactory to the
Company for the payment of, any income tax or other
tax which the Company is obligated, in its sole
judgment, to collect or withhold with respect to
such payment, issuance, transfer or delivery of any
shares. The withholding or surrender of any stock
for the purposes of satisfying any such tax
liabilities shall be accomplished in accordance
with applicable rules of the Securities and
Exchange Commission.
(b) Rights as a Stockholder. A holder of stock options
or stock appreciation rights shall have no rights
as a stockholder with respect to any shares issuable
or transferable upon exercise
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thereof until the date of issuance of a stock
certificate for such shares. No adjustment shall
be made for dividends or
other rights for which the record date is prior to
the date as of which such stock certificate is
issued.
(c) Non-Assignability. No stock option or stock
appreciation right shall be assignable or
transferable by the recipient except by will or by
the laws of descent and distribution, by
operation of law, or, if permitted by law and under
uniform standards adopted by the Committee, to
immediate family members of the Optionee, or to
trusts whose beneficiaries are
the Optionee or immediate family members. Any
provision of the foregoing to the contrary
notwithstanding, an attempted assignment which
would cause the Plan or the grants thereunder not
to be exempt in accordance with the rules
promulgated under Section 16 of the Securities
Exchange Act of 1934, as amended or superseded,
shall be void.
(d) General Restriction. The grant or exercise of any
stock option or stock appreciation right, or the
issuance or transfer of any stock, pursuant to this
Plan, is conditioned upon such listing,
registration, qualification and regulatory
approvals as the Board or the Committee, in their
respective discretion, may deem necessary or
desirable. The Board or the Committee,
respectively, may also place such restrictions or
legends or additional legends on stock issued or
transferred as it determines to be required or advisable to
comply with
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applicable laws or regulations, or the listing
requirements of any exchange upon which the common stock of
Westvaco is traded or intended to be traded.
12. Use of Proceeds
The proceeds from the sale of common stock, pursuant to
options granted under the Plan, shall constitute
general funds of the Company.
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