UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WESTVACO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of Incorporation or organization)
13-1466285
(I.R.S. Employer Identification No.)
299 Park Avenue
New York, New York 10171
212-688-5000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
JOHN W. HETHERINGTON, Vice President and Secretary
WESTVACO CORPORATION
299 Park Avenue
New York, New York 10171
212-688-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to: Wendell L. Willkie, II, Esq. Senior Vice President and
General Counsel
Westvaco Corporation
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.
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. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.
Calculation of Registration Fee
Proposed
Title of each Proposed maximum
class of securities Amount maximum aggregate
to be to be offering offering Amount of
registered registered price per unit* price registration fee
Common Stock,
par
value $5.00 500,000 shares $30.53 $15,265,000 $4,503.18
*Estimated solely for the purpose of determining the registration fee.
PROSPECTUS
WESTVACO CORPORATION
WESTVACO INVESTOR SERVICES PLAN
Westvaco Corporation ("Westvaco" or the "Company") hereby offers
participation in the Westvaco Investor Services Plan (the
"Plan"), a plan designed to provide investors with a convenient
method to purchase and sell shares of Westvaco Corporation common
stock ("Westvaco Stock"), to reinvest all or a portion of the
cash dividends paid on Westvaco Stock, and to deposit for
safekeeping shares of Westvaco Stock owned by participants in the
Plan. This Plan will replace the Westvaco Corporation Dividend
Reinvestment Plan. Current participants in that plan
automatically continue in this Plan.
This prospectus relates to 500,000 shares of Westvaco Stock to be
offered for purchase under the Plan. The average price of
Westvaco stock on April 24, 1998 was $30.53 per share.
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.
No person has been authorized to give any information or to make
any representation other than those contained in this prospectus
and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company, The
Bank of New York, or the Plan. This prospectus does not
constitute an offer to sell, or a solicitation of an offer to
buy, any securities other than those to which it relates, or an
offer or solicitation with respect to those securities to which
it relates to any person in any jurisdiction where such offer or
solicitation would be unlawful. Neither the 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
that the information contained herein is correct as of any time
subsequent to the date hereof.
The date of this Prospectus is May 1, 1998.
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, 1997,
except for net income per share data which has been
restated in the Summary of Financial Information on page
4.
c) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended January 31, 1998.
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 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, NW, 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, NW, Washington, DC 20549, at
prescribed rates. The Commission maintains a Web site that
contains reports, proxy and information statements and other
information regarding registrants, including the Company, that
file electronically with the Commission at http://www.sec.gov.
In addition, such material can be examined at the offices of the
New York, Chicago and Pacific Stock Exchanges.
TABLE OF CONTENTS
The Company Purchases
Summary of Financial Information Safekeeping
Use of Proceeds Costs
Features Income Taxes
Definitions Report to Participants
Status of Plan Dividends
Purpose Discontinuation of
Dividend Reinvestment
Participation Other Information
Direct Purchase Contacts for Forms and
Information
Dividend Reinvestment Legal Matters
Optional Cash Payments Independent Accounts
Withdrawal of Plan Shares Plan of Distribution
THE COMPANY
Westvaco Corporation is one of the major producers of paper and
paperboard in the United States. It converts paper and
paperboard 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 and also operates a folding carton plant.
It operates as well a folding carton plant in the Czech
Republic. It also exports products from the United States,
Brazil and the Czech Republic 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. Westvaco also maintains a Web
site at http://www.Westvaco.com.
SUMMARY OF FINANCIAL INFORMATION
The following is a summary of certain information of the Company
and its consolidated subsidiaries. With the exception of the
inclusion of earnings to fixed charges and the net income per
share data, the following amounts were derived from the Company's
consolidated financial statements and other financial data
contained in its Annual Report on Form 10-K for the year ended
October 31, 1997 and its Quarterly Report on Form 10-Q for the
fiscal quarter ended January 31, 1998 (see "Incorporation of
Certain Documents by Reference"). The information for
three-month periods ended January 31, 1997 and 1998 is unaudited
and, in the opinion of the Company's management, all adjustments
(consisting of normal recurring accruals) necessary for a fair
statement of the results of operations have been reflected
therein. Effective November 1, 1997, the Company adopted the
requirements of Statement of Financial Accounting Standards No.
128 "Earnings per Share" (SFAS 128). In connection with the
adoption of this standard, the net income per share data for the
years ended October 31, 1993-1997 have been restated to be in
accordance with the provisions of SFAS 128.
(In thousands, except per share data and ratios)
Year Ended October 31,
1993 1994 1995 1996 1997
Sales $2,344,560 $2,607,474 $3,272,447 $3,045,450 $2,982,288
Net income $ 104,341 $ 103,606 $ 280,836 $ 212,156 $ 162,700
Net income per
common share
- Basic $ 1.04* $ 1.03 $ 2.78** $ 2.09 $ 1.60
Net income per
common share
- Diluted $ 1.04* $ 1.03 $ 2.76** $ 2.07 $ 1.58
Ratio of earnings
to fixed charges 1.48 2.25 4.90 3.73 2.67
Three Months
Ended
January 31,
(Unaudited)
1997 1998
Sales $736,355 $702,113
Net income $ 35,510 $ 32,516
Net income per
common share
-Basic $ 0.35 $ 0.32
Net income per
common share
-Diluted $ 0.35 $ 0.32
Ratio of earnings
to fixed charges 2.69 2.31
* The 1993 fiscal year includes income of $.55 per share from
the adoption of three new accounting standards required by
the FASB, a special charge for restructuring of $.26 per
share, a provision of $.13 per share for the impact of an
increase in the federal income tax rate and an extraordinary
charge of $.07 per share for the extinguishment of high
interest rate debt; all per share amounts are the same for
basic and diluted.
** The 1995 fiscal year includes an extraordinary charge of $.02
per share (basic and diluted) for the extinguishment of high
interest rate debt.
USE OF PROCEEDS
The Plan provides for, and the Company currently contemplates,
the issuance of Westvaco Stock directly from the Company either
from shares held in the Company's treasury or as newly issued
shares. The Plan also provides for the purchase of Westvaco
Stock on the open market by an agent independent of the Company.
To the extent that shares of Westvaco Stock are purchased
directly from the Company, the net proceeds are expected to be
used for general corporate purposes. The Company cannot
estimate the number of shares of Westvaco Stock that the Company
will sell through the Plan or the prices at which such shares
will be sold. Should Plan shares be purchased on the open
market, the Company will not receive any of the proceeds from
the sale of such shares.
FEATURES
If you do not own shares of Westvaco Stock:
Direct Purchase of Initial Shares. You may enroll in the Plan
and make an initial purchase of Westvaco Stock by contributing
between $250 and $5,000. There is an enrollment fee of $7.50
for persons not owning Westvaco Stock.
If you own Westvaco Stock:
Reinvestment of Dividends. You may have cash dividends on some
or all of your Westvaco Stock automatically reinvested without
payment of any brokerage commission or service charge. Your
funds will be fully invested because fractions of shares, as
well as whole shares, will be credited to your account.
Optional Cash Investments. You may 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.
Safekeeping of Stock. You may obtain the security of
safekeeping for all of your Westvaco Stock, with the opportunity
to sell any such shares through the Plan should you at some time
wish to do so.
DEFINITIONS
A description of the Plan in question and answer form follows.
In reading this description, it is helpful to note the following
additional definitions:
BNY - The Bank of New York which is the administrator of the
Plan and the custodian of shares purchased under the plan.
Certificated Shares - Shares represented by stock certificates
issued to you in your own name and which are in your physical
possession.
Enrolled Shares - Certificated Shares which are enrolled in the
Plan for purposes of reinvesting dividends and making
optional cash contributions.
Plan Shares - Shares you acquired by initial direct investment,
reinvested dividends or optional cash contributions, as well as
shares you deposited with BNY for safekeeping, and which are
held for you by BNY in its name with no certificates issued to
you.
STATUS OF PLAN
1. Is this a new Plan?
Yes. The new Plan will incorporate all of the features
and improvements in the Westvaco Dividend Reinvestment Plan
which was created in 1973, plus the initial purchase
feature.
2. Does a present participant need to enroll again to continue
participation?
No. Present participants will be continued automatically.
PURPOSE
3. What is the purpose of the Plan?
The purpose of the Plan is to provide investors with a
convenient method of making an initial purchase of Westvaco
Stock and to provide eligible Westvaco shareholders with
opportunities to increase their investment as well as
safeguard their shares.
PARTICIPATION
4. Who is eligible to participate?
The direct purchase of initial shares may be made by any
investor who does not own Westvaco Stock and is of majority
age and otherwise legally qualified to own stock. If
you are already a holder of record of shares of the Westvaco
Stock and have Certificated Shares you are eligible to participate
in the other features of 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, make
appropriate arrangements with the holder of such shares, or
acquire shares by direct purchase in the same manner as
someone who does not own any shares of Westvaco stock.
DIRECT PURCHASE
5. How do I purchase shares directly if I don't currently own
shares?
Contact The Bank of New York at the address and number
provided after Question #24 and request a purchase form. A
purchase may be made in any amount ranging from $250 to a
maximum of $5,000. There is an enrollment fee of $7.50.
6. If I purchase my initial shares directly from the Plan, am I
required to subsequently reinvest dividends?
No. You can withdraw your shares from or you can leave your
shares in the Plan without reinvesting any dividends.
DIVIDEND REINVESTMENT
7. How does an eligible shareholder participate in dividend
reinvestment?
If you are eligible to participate, you may join the Plan at
any time by signing an authorization card and mailing it to
The Bank of New York. Instructions for obtaining and
sending an authorization card are provided following
Question #24.
8. 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.
9. Is partial reinvestment possible under the Plan?
Yes. If you wish you may designate the dividends on only
some of your shares to be reinvested under the Plan.
OPTIONAL CASH PAYMENTS
10. Who is eligible to make optional cash payments?
Once enrolled in the Plan, you have the option of sending
BNY 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,
including any initial direct purchase. Checks must be
unendorsed, drawn originally to The Bank of New York on a
United States bank, and payable in U.S. dollars. Third
party checks and checks not drawn on a U.S. bank and payable
in U.S. dollars will be rejected and returned to the
participant. Should any checks be presented and returned
unpaid, BNY will reverse the credit of shares purchased for
an account and sell additional shares from such account to
satisfy any deficiencies.
11. When will optional cash payments received by BNY be
invested?
Optional cash payments will be invested at least weekly, but
possibly as often as daily, depending on the volume of
transactions, on the Investment Date as defined in the
answer to Question #13. 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 BNY as close as possible in
advance of the Investment Date, but not less than two (2)
business days in advance of such date.
WITHDRAWAL OF PLAN SHARES
12. Can certificates be obtained for shares of Westvaco Stock
purchased or deposited for safekeeping under the Plan?
Shares of Westvaco Stock purchased under the Plan and shares
deposited for safekeeping with BNY will be held as Plan
Shares in the name or in an account maintained by BNY.
Certificates for any number of shares held for you will be
issued upon your request for withdrawal of such shares from
the Plan. Using the tear-off stub attached to the bottom
of each statement will expedite your request. No
certificates will be issued for fractional shares. Any
remaining full and fractional shares will remain Plan Shares
credited to your account.
PURCHASES
13. At what price and when will shares of Westvaco Stock be
purchased under the Plan?
The purchase price of Westvaco Stock purchased initially by
persons not owning Westvaco shares, and by participants in
the Plan either reinvesting dividends or making 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.
Purchases are usually made through BNY ESI & Co., a wholly
owned subsidiary of The Bank of New York Company, Inc.
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 normally the first business day of
the week. 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
payable date.
14. How many shares will be purchased for participants?
The number of shares purchased is determined by the amount
of cash submitted or dividends reinvested divided by the
purchase price of the shares. Accounts will be credited
with that number of shares, including fractions computed to
four decimal places.
SAFEKEEPING
15. May Westvaco shares be sent to BNY for safekeeping?
Yes. You may deposit free of charge any or all of your
Westvaco Certificated Shares with BNY for safekeeping
without choosing to reinvest dividends. If you wish to use
this safekeeping service, you should complete the
appropriate box on the authorization card and
return it to BNY 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
safekeeping without charge at any time and such shares my
also be sold simply by giving instructions to BNY. 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
16. Are there any costs to participants in connection with the
Plan?
There is an enrollment fee of $7.50 if you do not own
Westvaco Stock and wish to make an initial purchase of
shares. 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 shares acquired in the Plan through initial purchase,
dividend reinvestment and optional cash payments, as well as
on the sale of those shares deposited in the Plan for
safekeeping, which will be deducted from the proceeds.
INCOME TAXES
17. 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 payable date.
You will not realize any taxable income when certificates
for whole Plan Shares credited to your account are delivered
to you. However, if you receive a cash payment at any time
for a fractional share credited to your account, you will
realize a gain or loss with respect to such fraction. You
will also realize a gain or loss upon a sale of shares by
you of Plan Shares. The amount of such gain or loss, which
may have tax consequences, will be the difference between
the amount which you received for such shares and the cost
basis. 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. For specific
information and advice it is suggested that you consult your
tax advisor.
REPORT TO PARTICIPANTS
18. What kind of reports will be sent to participants?
As soon as practicable after the initial purchase of shares,
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 number
of shares purchased, the cost per share, and the total
shares credited to your account 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 BNY. 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
19. Will participants be credited with dividends on Plan Shares?
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 BNY to discontinue reinvestment of
dividends on all shares.
DISCONTINUATION OF DIVIDEND REINVESTMENT
20. How does a participant discontinue reinvesting dividends?
If you wish to stop reinvesting dividends, you must notify
BNY or the address set forth after Question #24. 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, and
do not use any other Plan feature, BNY may cause a
certificate to be delivered to you for all full shares
previously purchased for you and held by BNY for your
account. Alternatively, if you so request, BNY 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.
OTHER INFORMATION
21. 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 as
Plan Shares. Transaction processing may be curtailed or
suspended between the record date and the distribution date
for all stock dividends, stock splits and rights offerings.
22. How will a participant's Plan Shares be voted at a meeting
of shareholders?
BNY will vote all full shares held in your account in
accordance with a proxy returned by you. If you do not
return a proxy, BNY will not vote such shares.
23. What about transfers between accounts?
Shares may be transferred from an existing account to a new
account or to another existing account. All holders named
in the current registration must sign the transfer
instructions and have their signatures guaranteed by a bank,
broker or financial institution that is a member of the
Signature Guarantee Medallion program.
A completed enrollment form is required for the new
participant, including the form of registration, taxpayer
identification number, and mailing address. There is no
service fee for issuing certificates or transferring shares
from a Plan account to other existing Plan accounts,
however, a one-time initiation fee of $7.50 will be charged
for each new account. A check for this amount payable to
The Bank of New York should be sent with the enrollment form
to the Plan Administrator.
Unless otherwise directed in writing, the credited account
will automatically be enrolled in the Plan with all
dividends reinvested. Contact BNY for further
instructions.
24. What are the responsibilities of Westvaco and BNY under the
Plan?
Westvaco and BNY 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, for 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
BNY can provide any assurance of a profit or any protection
against loss on shares purchased or sold under the Plan due
to market changes.
25. 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 Plan
Shares 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.
CONTACTS FOR FORMS AND INFORMATION
If you are a holder of record of Westvaco 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 1-800-432-0140 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.
If you are not a Westvaco shareholder and wish to make an
initial purchase, contact The Bank of New York at the telephone
number or New York address set forth above for information and
forms.
LEGAL MATTERS
The legality of the Securities offered hereby has been passed
upon for the Company by Wendell L. Willkie, II, Esq., Senior
Vice President and General Counsel of the Company. Mr. Willkie
is the beneficial owner of shares of the Company's common stock
held in trust under the Westvaco Savings and Investment Plan for
Salaried Employees. He is also the recipient of stock options
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, 1997, and the Quarterly Report on Form 10-Q for the
fiscal quarter ended January 31, 1998, have been audited by
Price Waterhouse LLP, independent accountants, as stated in
their report appearing therein.
PLAN OF DISTRIBUTION
The shares of Westvaco Stock offered hereby will be offered
directly to Plan participants without underwriters as described
on this prospectus.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution*
Securities and Exchange Commission
registration fee $ 4,503.18
Printing 15,000.00
Accounting services 4,500.00
New York, Chicago and Pacific Stock
Exchanges listing fees 6,000.00
Miscellaneous 2,000.00
Total 32,003.18
*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 ofthe 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 agreements with each of its officers and
directors providing them with a right of indemnification.
Item 16. Exhibits.
EXHIBIT 1 Underwriting agreement. Not applicable.
EXHIBIT 2 Plan of acquisition, reorganization, arrangement,
liquidation or succession.
Not applicable.
EXHIBIT 4 Instruments defining the rights of security
holders, including indentures.
(a) Amended Restated Certificate of Incorporation
for Westvaco Corporation dated April 1997,
previously filed as Exhibit 3(i) to the
Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1997, File
No. I-3013, incorporated herein by reference.
(b) Amended and Restated Credit Agreement dated
as of September 19, 1997, among Westvaco
Corporation, the bank signatories listed
therein, Morgan Guaranty Trust Company of New
York, as Administrative Agent, Documentation
Agent and Co-Agent and The Bank of New York,
as Syndication Agent and Co-Agent, previously
filed as Exhibit 4a to the Company's Form 10-K
for the fiscal year ended October 31, 1997,
File No. 1-3013, incorporated by reference.
(c) Form of Indenture, dated as of March 1983,
between Westvaco Corporation and The Bank of
New York (formerly Irving Company), as
trustee, previously filed as Exhibit 2 to the
Company's Registration Statement on Form 8-A,
File No. 1-3013, dated January 24, 1984.
(d) Rights Agreement dated as of September 23,
1997, between Westvaco Corporation and The
Bank of New York previously filed as Exhibit
1 to the Company's Form 8-A dated October 31,
1997, File No. 1-3013, incorporated herein by
reference.
(e) Indentures with respect to other long-term
debt, none of which exceeds 10 percent of the
total assets of the Company and its
subsidiaries on a consolidated basis, are not
attached. (The Company agrees to furnish a
copy of such documents to the Securities and
Exchange Commission upon request.)
EXHIBIT 5 Opinion re legality.
and
EXHIBIT 23(a) Opinion of Legal Counsel, Wendell L. Willkie,II, Esq.,
dated April 29, 1998.
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.
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 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.
SIGNATURES
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, State of New York, on this 29th day of
April 1998.
WESTVACO CORPORATION
By John A. Luke, Jr.
Chairman, 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 the capacities and on the dates indicated.
Principal Executive Officer:
John A. Luke, Jr. Chairman, President and
Chief Executive Officer April 29, 1998
Principal Financial Officer:
James E. Stoveken, Jr. Senior Vice President April 29, 1998
Principal Accounting Officer:
John E. Banu Comptroller April 29, 1998
Samuel W. Bodman III Douglas S. Luke Constituting At
W. L. Lyons Brown, Jr. John A. Luke, Jr. Least A Majority
Thomas W. Cole, Jr. William R. Miller Of The Directors
David L. Hopkins, Jr. Richard A. Zimmerman
Rudolph G. Johnstone Jr.
By John W. Hetherington
Attorney-in-Fact April 29, 1998
EXHIBIT INDEX
Exhibit No. Description
4(a) Amended Restated Certificate of Incorporation for
Westvaco Corporation dated April 1997, previously
filed as Exhibit 3(i) to the Company's Annual
Report on Form 10-K for the fiscal year ended
October 31, 1997, File No. I-3013, incorporated
herein by reference.
5 & 23(a) Opinion of Legal Counsel, Wendell L. Willkie, II
dated April 29, 1998.
23(b) Consent of Independent Accountants.
24(a) Powers of Attorney dated April 28, 1998, signed
by members of the Board of Directors of Westvaco
(Samuel W. Bodman III, Rudolph G. Johnstone,
Jr.,John A. Luke, Jr., W. L. Lyons Brown, Jr.,
Thomas W. Cole, Jr., David L. Hopkins, Jr., Douglas
S. Luke,William R. Miller, and Richard A.
Zimmerman)authorizing John A. Luke, Jr., John W.
Hetherington,and James E. Stoveken, Jr. to sign on
their behalf in executing registration documents
pertaining to this Plan.
24(b) Powers of attorney, dated April 28, 1998, signed by member of the
Board of Directors of Westvaco, John A. Luke, Jr. authorizing
Wendell L. Willkie, II, John W. Hetherington, and
James E. Stoveken, Jr. to sign on his behalf in executing
registration documents pertaining to this Plan.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WESTVACO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of Incorporation or organization)
13-1466285
(I.R.S. Employer Identification No.)
299 Park Avenue
New York, New York 10171
212-688-5000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
JOHN W. HETHERINGTON, Vice President and Secretary
WESTVACO CORPORATION
299 Park Avenue
New York, New York 10171
212-688-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to: Wendell L. Willkie, II, Esq. Senior Vice President and
General Counsel
Westvaco Corporation
EXHIBITS
EXHIBIT 5 and 23(a)
April 29, 1998
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 Investor Services 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 Corporation
common stock of the par value of $5 per share ("Westvaco Common
Stock") issued or sold by Westvaco Corporation 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 by Westvaco Corporation 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 am also 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 and limited
stock appreciation rights under the corporation's several stock
option plans.
Very truly yours,
Wendell L. Willkie, II
Senior Vice President
and General Counsel
EXHIBIT 23(b)
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 18, 1997, which
appears on page 33 of the 1997 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, 1997.
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York
April 29, 1998
EXHIBIT 24(a)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of WESTVACO CORPORATION, a Delaware corporation (the
"Company"), does hereby constitute and appoint JOHN A. LUKE,
JR., JOHN W. HETHERINGTON and JAMES E. STOVEKEN, JR., and
each of them severally, acting alone and without the other
and with full power of substitution, his or her true and
lawful attorneys-in-fact and agents to do any and all acts
and things and to execute any and all instruments which such
attorneys-in-fact and agents may deem necessary or advisable
to enable the Company to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of the
Westvaco Corporation Investor Services Plan, and the
securities issued thereunder, including specifically, but
without limiting the generality of the foregoing, the power
and authority to sign, for and on behalf of the undersigned,
the name of the undersigned as director of the Company to a
Registration Statement, and any amendment thereto, filed with
the Securities and Exchange Commission in respect of such
securities and to any instrument or document filed as a part
of, as an exhibit to, or in connection with such Registration
Statement, or any such amendment; and the undersigned does
hereby ratify and confirm as his or her own act and deed all
that such attorneys-in-fact and agents shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has subscribed this Power
of Attorney this 28th day of April, 1998.
--------------------------
Director
In the presence of:
_________________________________
EXHIBIT 24(b)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director
of WESTVACO CORPORATION, a Delaware corporation (the "Company"),
does hereby constitute and appoint WENDELL L. WILLKIE, II, JOHN
W. HETHERINGTON and JAMES E. STOVEKEN, JR., and each of them
severally, acting alone and without the others and with full
power of substitution, his or her true and lawful attorneys-in-fact and
agents to do any and all acts and things and to execute
any and all instruments which such attorneys-in-fact and agents
may deem necessary or advisable to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the
registration under said Act of the Westvaco Corporation Investor
Services Plan, and the securities issued thereunder, including
specifically, but without limiting the generality of the
foregoing, the power and authority to sign, for and on behalf of
the undersigned, the name of the undersigned as director of the
Company to a Registration Statement, and any amendment thereto,
filed with the Securities and Exchange Commission in respect of
such securities and to any instrument or document filed as a part
of, as an exhibit to, or in connection with such Registration
Statement, or any such amendment; and the undersigned does hereby
ratify and confirm as his or her own act and deed all that such
attorneys-in-fact and agents shall do or cause to be done by
virtue thereof. IN WITNESS WHEREOF, the undersigned has subscribed
this Power of Attorney this 28th day of April, 1998.
________________________________
Director
In the presence of:
____________________________
