UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WESTVACO CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-1466285
(State of Incorporation) (I.R.S. Employer Identification No.)
299 PARK AVENUE
NEW YORK, NY 10171
(Address of Principal Executive Offices/Zip Code)
WESTVACO CORPORATION
REGULAR DIVISION OF THE SAVINGS AND INVESTMENT
PLAN FOR SALARIED EMPLOYEES
(Full Title of the Plan)
JOHN W. HETHERINGTON
VICE PRESIDENT, ASSISTANT GENERAL COUNSEL AND SECRETARY
WESTVACO CORPORATION
299 PARK AVENUE
NEW YORK, NEW YORK 10171
Telephone: 212-688-5000
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities Registered Offering Price Aggregate Registration
to be per share Offering Price Fee (5)
Registered (3)(4)
Common 2,000,000 $31.22 $62,440,000 $18,419.80
Stock, par shares (1)(2)
value $5.00
per share,
including
related
Preferred
Stock
Purchase
Rights
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, as amended (the "Securities Act"), this
registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan (the "Plan") described herein.
(2) Such number of shares of Westvaco Corporation Common
Stock (the "Common Stock") as may be purchased for
employees participating in the Plan whether purchased
directly from Westvaco Corporation (the "Company" or
"Registrant"), on the open market or privately as set
forth in the Plan, subject to adjustment for stock splits
or other forms of recapitalization.
(3) Estimated pursuant to paragraphs (c) and (h) of Rule 457
under the Securities Act on the basis of the average of
the high and low sale prices for a share of the Common
Stock of the Company on the New York Stock Exchange on
April 20, 1998.
(4) Estimated solely for the purpose of calculating the
registration fee.
(5) The registration fee has been calculated pursuant to
Section 6(b) of the Securities Act.
WESTVACO CORPORATION
REGULAR DIVISION OF THE SAVINGS AND INVESTMENT
PLAN FOR SALARIED EMPLOYEES
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
The information called for in Part I of Form S-8 will be
distributed to participants in the applicable Plan.
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 (the "Commission") are incorporated herein by
reference:
a) 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 Exhibit 99.
b) The latest Quarterly Report on Form 10-Q of Westvaco
Corporation for the fiscal quarter ended January 31, 1998.
c) The description of Common Stock of Westvaco Corporation
contained in the Company's Registration Statement filed
pursuant to Section 12 of the Securities Exchange Act of
1934 (the "Exchange Act") including any amendment or report
filed for the purpose of updating such description.
d) The Plan's latest Annual Report on Form 11-K for the year
ended September 30, 1997.
e) All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in the
registration statement and to be 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 audited financial statements included or incorporated by
reference in the Company's Annual Report on Form 10-K for the
year ended October 31, 1997, except for net income per share
data which has been restated in Exhibit 99, and the Plan's
Annual Report on Form 11-K for the year ended September 30,
1997, which have been incorporated herein by reference, have
been audited by Price Waterhouse LLP, independent public
accountants, as indicated in their reports dated November 18,
1997, and January 20, 1998, respectively, and which are also
incorporated by reference herein in reliance upon the
authority of that firm as experts in accounting and auditing
in giving such reports.
The legality of the issuance of the shares and interests
offered hereby has been passed upon for the Company by Wendell
L. Willkie, II, Esq., Senior Vice President and General
Counsel of the Company by a letter dated April 22, 1998. Mr.
Willkie is the beneficial owner of shares of Common Stock of
the Company held in trust under the Westvaco Corporation
Savings and Investment Plan for Salaried Employees and the
recipient of stock options and limited stock appreciation
rights granted by the Company.
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, Section 145 the Delaware Corporation Law provides:
"A corporation shall have power to indemnify any person...by
reason of the fact that the person 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 [a lawsuit] if the person
acted in good faith and in manner the person 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 the person's
conduct was unlawful."
Together, the Company's Bylaws, Charter and the applicable
Delaware Corporation Law protect directors and officers for
actions taken in their respective Company capacities in certain
circumstances. In the event and to the extent that a director or
officer is successful in the defense of any action, he or she
would be entitled to full reimbursement of all expenses
(including attorneys' fees) actually and reasonably incurred. If
a person covered by the Company's indemnification provisions
either settles or loses any action (other than an action brought
by or on behalf of the Company) that person would be entitled to
have such expenses and amounts paid to settle the claim or
satisfy a judgment or fine reimbursed only if (1) a court so
directs or (2) disinterested directors, an independent counsel or
the stockholders find that he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to,
the best interests of the Company and with respect to criminal
actions not believed to be unlawful.
The Company has also entered into agreements with each of its
officers and directors providing them with a right of
indemnification. Delaware Corporation Law allows the Company to
insure directors and officers against some liabilities, such as
judgments or amounts paid in settlement of derivative actions,
for which indemnification is not permitted.
The Company has purchased one or more insurance policies insuring
its officers and directors against certain liabilities, including
liabilities under the Securities Act, and insuring the Company
against any payment which it is obligated to make to such persons
under the indemnification provisions of its Bylaws. Neither the
insurance, nor the Bylaw nor Charter provisions are designed to
cover losses brought about or contributed to by dishonest acts or
losses in which the individual gained a personal profit.
Furthermore, there are exclusions in the insurance for
improprieties such as slander and libel, fraudulent or self-serving
acts and violations of Section 16(b) of the Exchange Act which result
in personal gain to the officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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. 1-3013,
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 4.a 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 1, 1983, between Westvaco
Corporation and The Bank of New York (formerly Irving Trust
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 Opinions re legality
Opinion of Legal Counsel, Wendell L. Willkie, II, Esq., dated
April 22, 1998.
EXHIBIT 15 Letter re unaudited interim financial information
Not applicable.
EXHIBIT 23 Consent of independent accountants and counsel
(a) Consent of Legal Counsel, Wendell L. Willkie, II, Esq., to
refer to legal opinion, included in Exhibit 5.
(b) Consent of independent accountants, Price Waterhouse LLP,
dated April 22, 1998.
(c) Consent of independent accountants, Price Waterhouse LLP,
dated April 22, 1998.
EXHIBIT 24 Powers of Attorney
Powers of Attorney dated February 24, 1998, signed by members of
the Board of Directors of Westvaco (Samuel W. Bodman III, W. L.
Lyons Brown, Jr., Thomas W. Cole, Jr., David L. Hopkins, Jr.,
Douglas S. Luke, John A. Luke, Jr., William R. Miller, Jane L.
Warner and Richard A. Zimmerman) and a Power of Attorney dated
March 2, 1998, signed by Rudolph G. Johnstone, Jr., 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.
EXHIBIT 99 Earnings per share
Net income per share data for the years ended October 31, 1993-1997,
restated in accordance with the provisions of the Statement of
Financial Accounting Standards No. 128, "Earnings per Share."
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:
(iii) 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, 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 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.
(e) 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.
(h) 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 Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than 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 Securities Act and will
be governed by the final adjudication of such issue.
(i) The Company hereby undertakes that it has sumbitted the
Plan to the Internal Revenue Service (the "IRS") and will
make all changes required by the IRS to qualify the Plan.
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 22nd day of
April, 1998.
WESTVACO CORPORATION By/s/ John A. Luke, Jr.
(Registrant) 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 their capacities and on the dates indicated.
Principal Executive Officer:
/s/John A. Luke, Jr. Chairman, President and Chief
John A. Luke, Jr. Executive Officer April 22, 1998
Principal Financial Officer:
/s/James E. Stoveken, Jr. Senior Vice President
James E. Stoveken, Jr. April 22, 1998
Principal Accounting Officer:
/s/John E. Banu Comptroller April 22, 1998
John E. Banu
The Board of Directors:
Samuel W. Bodman III Douglas S. Luke
W. L. Lyons Brown, Jr. John A. Luke, Jr.
Thomas W. Cole, Jr. William R. Miller
David L. Hopkins, Jr. Jane L. Warner
Rudolph G. Johnstone, Jr. Richard A. Zimmerman
By/s/ John W. Hetherington April 22, 1998
John W. Hetherington
Attorney-in-Fact
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Westvaco Corporation Regular Division of the Savings and
Investment Plan for Salaried Employees has duly caused this Form S-8
to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on this 22nd
day of April, 1998.
WESTVACO CORPORATION
REGULAR DIVISION OF THE
SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
By/s/John D. Flynn
John D. Flynn
Chairman of Westvaco
Corporation Benefit Plans
Administration Committee
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WESTVACO CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-1466285
(State of Incorporation) (I.R.S. Employer Identification No.)
299 PARK AVENUE
NEW YORK, NY 10171
(Address of Principal Executive Offices/Zip Code)
WESTVACO CORPORATION
REGULAR DIVISION OF THE SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
(Full Title of the Plan)
JOHN W. HETHERINGTON
VICE PRESIDENT, ASSISTANT GENERAL COUNSEL AND SECRETARY
WESTVACO CORPORATION
299 PARK AVENUE
NEW YORK, NEW YORK 10171
Telephone: 212-688-5000
(Name, Address and Telephone Number of Agent for Service)
EXHIBITS
EXHIBIT 5 and 23(a)
April 22, 1998
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 Regular Division of the
Savings and Investment Plan for Salaried Employees (the "Plan")
and with the legal matters involving its adoption and
implementation.
It is my opinion that the Plan has been validly authorized and
adopted by Westvaco and that any shares of Westvaco Common Stock
of the par value of $5 per share ("Westvaco Common Stock") issued
or sold to the Trustee pursuant to the provisions of the Plan are
legal shares, and have been validly issued, fully paid and non-
assessable. It is also my opinion that the interests of the
members of the Plan in the assets of the Plan are lawful, valid
and enforceable in accordance with the terms 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 and other interests of Plan members. 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 am the beneficial owner of
Westvaco Common Stock held in trust under the Westvaco
Corporation Savings and Investment Plan for Salaried Employees
and the recipient of stock options and limited stock appreciation
rights granted by the Company.
Very truly yours,
/s/Wendell L. Willkie, II
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 this
Registration Statement on Form S-8 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, NY
April 22, 1998
EXHIBIT 23(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 33-53967) of our report
dated January 20, 1998 appearing on page F-1 of the Annual Report
of the Westvaco Corporation Savings and Investment Plan for
Salaried Employees on Form 11-K for the year ended September 30,
1997.
Price Waterhouse LLP
1177 Avenue of the Americas
New York, NY
April 22, 1998
EXHIBIT 24
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 Regular Division of the Savings
and Investment Plan for Salaried Employees, 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 ____ day of February, 1998.
________________________________
Outside Boardmember
Director
In the presence of:
__________________________________
EXHIBIT 99
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 ended October 31, 1995 includes an
extraordinary charge of $.02 per share (basic and diluted)
for the extinguishment of high interest rate debt.
