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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report: March 17, 1997.
WESTVACO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-3013 13-1466285
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
299 PARK AVENUE, NEW YORK, NEW YORK 10171
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 688-5000
ITEM 5. OTHER EVENTS
On March 12, 1997 a duly authorized Committee of the
Board of Directors of Westvaco Corporation (the "Company")
pursuant to authority granted by the Company's Board of
Directors on March 26, 1996 authorized the issuance in an
underwritten public offering of an aggregate of $300,000,000
of the Company's 7.65% Sinking Fund Debentures due March 15,
2027 (the "Debentures") under a Registration Statement on Form
S-3 (Registration No. 333-22405) (the "Registration
Statement"), the related Prospectus dated March 5, 1997 and a
related Prospectus Supplement dated March 12, 1997.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
The following Exhibits are filed as a part of this
Report and as Exhibits to the Registration Statement:
Exhibit 4(a)(1), Resolutions of the Company's
Board of Directors adopted at a meeting held March
26, 1996.
Exhibit 4(a)(2). Form of 7.65% Sinking Fund
Debenture due March 15, 2027.
Exhibit 4(a)(3). Indenture dated as of March 1,
1983 between Westvaco Corporation and Irving Trust
Company (now The Bank of New York), Trustee
(incorporated by reference to the Company's
Registration Statement on form
8-A [File No. 1-3013] dated January 24, 1984).
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 thereunto duly
authorized.
WESTVACO CORPORATION
By
John W. Hetherington
Vice President and Secretary
March 17, 1997
EXHIBIT INDEX
Page No.
Exhibit 4(a)(1). Resolutions of the Company's Board of
Directors adopted at a meeting held March 26, 1996
and Officers' certificate of the pricing Committee
of the Board of Directors of the Company dated
March 12, 1997 establishing the terms of the
Debentures, certified by the Secretary of the Company.
Exhibit 4(a)(2). Form of 7.65% Sinking Fund Debenture due
March 15, 2027.
Exhibit 4(a)(3). Indenture dated as of March 1, 1983
between Westvaco Corporation and Irving Trust
Company (now The Bank of New York), Trustee
(incorporated by reference to the Company's
Registration Statement on form 8-A [File No. 1-3013]
dated January 24, 1984).
Exhibit 4(a)(1)
CERTIFICATION
I, JOHN W. HETHERINGTON, certify that I am the duly
elected and qualified Vice President and Secretary of Westvaco
Corporation, a corporation organized and existing under the
laws of the State of Delaware, and that the following is true
and correct copy of a certain resolution duly adopted at a
meeting of the Board of Directors thereof, convened and held
in accordance with the Bylaws of said corporation on the 26th
day of March, 1996, and that such resolution is now in full
force and effect:
RESOLVED that the Corporation
authorize the issuance of up to
$300,000,000 of debt securities,
which may be designated as either
debentures or notes (the
"Securities"), in either a single
borrowing or a series of borrowings,
on such terms as shall be hereafter
determined by the officers of the
Corporation referred to below.
FURTHER RESOLVED that the Chairman
and President of the Corporation,
together with the Executive or any
Senior Vice President, are
authorized to approve on behalf of
the Corporation for each borrowing
(l) the principal amount of and the
interest rate to be borne by the
Securities, the maturity date
thereof, and the redemption and
sinking fund provisions, if any,
thereof; (2) the choice of
underwriters; (3) the price to be
paid for the Securities by the
Underwriters; (4) the date on which
such Securities shall be issued and
sold; and (5) any other prices,
terms or conditions as the above
officers in their sole discretion
may deem necessary or advisable.
FURTHER RESOLVED that the
Corporation shall file a
Registration Statement with the
Securities and Exchange Commission
on such form as the Chairman and
President of the Corporation, or the
Executive or any Senior Vice
President, may approve.
FURTHER RESOLVED that the Chairman
and President of the Corporation, or
the Executive or any Senior Vice
President, is authorized to execute,
in the name and on behalf of the
Corporation, and to cause to be
filed with the Securities and
Exchange Commission, such
amendments, supplements and stickers
to such Registration Statement as
the executing officers may deem
necessary or advisable.
FURTHER RESOLVED that the Chairman
and President of the Corporation, or
the Executive or any Senior Vice
President, is authorized to execute,
in the name and on behalf of the
Corporation and under its corporate
seal attested by its Secretary or
any Assistant Secretary, and to
deliver, any Indentures or
Supplemental Indentures
(collectively, the "Indentures"),
Purchase or Underwriting Agreements
or other documents relating to the
issuance and sale of such
Securities, and the aforementioned
officers are authorized to approve
on behalf of the Corporation the
forms, terms and provisions of such
documents.
FURTHER RESOLVED that the Chairman and
President of the Corporation, or the
Executive or any Senior Vice
President, is authorized in the name
of and on behalf of the Corporation to
appoint a bank or trust company having
an office in the City and State of New
York as Trustee, Registrar and
Transfer Agent for such Securities,
and to designate an office of such
bank or trust company as the office or
agency of the Corporation in the City
of New York where notices and demands
to or upon the Corporation in respect
to its Securities, may be served and
where the Securities may be presented
for payment.
FURTHER RESOLVED that the Chairman and
President of the Corporation, or the
Executive or any Senior Vice President,
is authorized by his manual or facsimile
signature to execute, in the
name and on behalf of the Corporation
and under its corporate seal or a
facsimile thereof, attested by the
manual or facsimile signature of its
Secretary or any Assistant Secretary,
not in excess of $300,000,000 aggregate
principal amount of such Securities, in
fully registered form in denominations
of $l,000 or any multiple thereof and
the Chairman and President of the
Corporation,or the Executive or any
Senior Vice President are, and each of
them is, further authorized to request
the Trustee under such Indentures to
authenticate and deliver such
Securities as provided in such
Indentures.
FURTHER RESOLVED that the Chairman and
President of the Corporation, or the
Executive or any Senior Vice
President, is authorized, if deemed
desirable, to list on the New York
Stock Exchange or any other exchange
or exchanges all or part of the
$300,000,000 aggregate principle
amount of the Securities of the
Corporation; and the Chairman and
President, and the Executive or any
Senior Vice President are, and each of
them is, authorized to execute in the
name and on behalf of the Corporation
any (l) Applications for listing the
Securities on the New York Stock
Exchange or any other exchange or
exchanges, including documents
relating to any regulatory
requirements pertaining thereto; and
(2) other documents or agreements
which may be necessary or desirable
(in the opinion of the executing
officer as evidenced by the execution)
to effect such listing; and to appear
on behalf of the Corporation, if
required, before any committee on
listing of any such exchange; and
FURTHER RESOLVED that the Chairman and
President of the Corporation, or the
Executive or any Senior Vice
President, is authorized to execute in
the name and on behalf of the
Corporation and under its corporate
seal or otherwise, and to deliver, any
and all instruments and documents in
connection with the issuance and sale
of the Securities, and to take such
other action as he in his sole
discretion deems necessary or advisable
to effectuate the issuance and sale of
the Securities.
IN WITNESS WHEREOF, I have affixed my name as Vice
President and Secretary and have caused the corporate seal of
said Corporation to be thereunto affixed, this 12th day of
March 1997.
John W. Hetherington
Vice President and Secretary
Exhibit 4(a)(2)
WESTVACO CORPORATION
7.65% SINKING FUND DEBENTURE DUE March 15, 2027
No. $150,000,000
CUSIP No. 961548AQ7 REGISTERED
WESTVACO CORPORATION, a Delaware corporation (hereinafter
called the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of $150,000,000 Dollars on
March 15, 2027 and to pay interest thereon from March 15, 1997,
or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on March 15 and
September 15 in each year, commencing September 15, 1997, at the
rate of 7.65% per annum, until the principal hereof is paid or
made available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the February 28 or
August 31 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for will forthwith cease to
be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof
shall be given to Holders of Securities of this series not less
than 10 days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities
of this series may be listed, and upon such notice as may be
required by such exchange, all as more full provided in said
Indenture.
Payment of the principal of (and premium, if any) and
interest on this Security will be made at the offices or agencies
of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal
tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest
may be made by check drawn upon any Paying Agent and mailed on or
prior to an Interest Payment Date to the address of the Person
entitled thereto as such address shall appear in the Security
Register.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof,
directly or through an authenticating agent, by the manual
signature of an authorized officer, this Security shall not be
entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated:
WESTVACO CORPORATION
[Seal]
By: __________________________
President and Chief
Attest: ___________________ Executive Officer
Vice President
and Secretary
Dated:
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture
THE BANK OF NEW YORK, as Trustee
By: ____________________________
Authorized Signatory
[REVERSE]
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture,
dated as of March 1, 1983 (herein called the "Indenture"),
between the Company and Irving Trust Company (now known as The
Bank of New York), as Trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the
Company, the Trustee and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on
the face hereof, limited in aggregated principal amount to
$150,000,000.
The Securities of this series are subject to redemption upon
not less than 30 days' notice by mail on March 15 in any year
commencing with the year 2008 and ending with the year 2026
through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, together
with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Regular Record Dates
referred to on the face hereof, all as provided in the Indenture.
The sinking fund for this series provides for the redemption
on March 15 in each year beginning with the year 2008 and ending
with the year 2026 of not less than $7,500,000 ("mandatory
sinking fund") and not more than $15,000,000 aggregate principal
amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through
mandatory sinking fund payments may be credited against
subsequent sinking fund payments otherwise required to be made.
In the event of redemption of this Security in part only, a
new Security or Securities of this series for the unredeemed
portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.
If an Event of Default with respect to Securities of this
series shall occur and be continuing the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 % in principal amount of the
Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Security.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of
the Company in any place where the principal of (and premium, if
any) and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and
any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal
amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - ____________ Custodian ________
(Cust) (Minor)
under Uniform Gifts to Minors Act
__________________________________
(State)
Additional abbreviations may also be used
though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
(Please print or typewrite name and address,
including postal zip code, of assignee)
the within Security and all rights thereunder, hereby irrevocably
constitutes and appoints
to transfer said Security on the books of the Company, with full
power of substitution in the premises.
Dated: ___________________ __________________________________
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of
the within instrument in every
particular, without alteration or
enlargement or any change
whatsoever.1
