<PAGE>
Filed Pursuant to Rule 424(B)(5)
Registration No. 333-79267
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this preliminary prospectus supplement is not complete and +
+ may be changed. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion. Dated November 4, 1999.
Prospectus Supplement To Prospectus Dated May 25, 1999
$400,000,000
Westvaco Corporation
$200,000,000 % Notes due November , 2004
$200,000,000 % Notes due November , 2009
-----------
Westvaco Corporation is offering two series of notes. The notes will pay
interest on and of each year. Westvaco will make the first
interest payment on , 2000. Westvaco will issue the notes only in
denominations of $1,000 and integral multiples of $1,000. Neither series of
notes is redeemable prior to its maturity.
-----------
Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
-----------
<TABLE>
<CAPTION>
Per Per
% %
Note Total Note Total
---- ----- ---- -----
<S> <C> <C> <C> <C>
Initial public offering price......................... % $ % $
Underwriting discount................................. % $ % $
Proceeds, before expenses, to Westvaco................ % $ % $
</TABLE>
The initial public offering prices set forth above do not include accrued
interest. Interest on the notes will accrue from , 1999, and must be
paid by the purchaser if the notes are delivered after , 1999.
-----------
The underwriters expect to deliver the notes in book-entry form only through
the facilities of The Depository Trust Company against payment in New York, New
York, on , 1999.
Goldman, Sachs & Co.
Bear, Stearns & Co. Inc. Merrill Lynch & Co.
Banc of America Securities LLC
BNY Capital Markets, Inc.
Chase Securities Inc.
J.P. Morgan & Co.
Salomon Smith Barney
Prospectus supplement dated , 1999.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus
supplement and the accompanying prospectus, and information that we file later
with the Securities and Exchange Commission will automatically update and
supersede this information. We incorporate by reference the documents of
Westvaco listed below and any future filings made with the Securities and
Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, until we sell all of the securities. A
document will be incorporated by reference on the date it is filed.
. Annual Report on Form 10-K for the fiscal year ended October 31,
1998.
. Quarterly Reports on Form 10-Q for the quarters ended January 31,
1999, April 30, 1999 and July 31, 1999.
. The Current Report on Form 8-K filed October 5, 1999.
. Definitive Proxy Statement, dated December 28, 1998, and
additional proxy materials, dated February 1, 1999.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address: Mr. John W. Hetherington, Vice
President and Secretary, Westvaco Corporation, 299 Park Avenue, New York, New
York 10171, telephone (212) 318-5280.
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We
have not authorized any other person to provide you with different information.
We are not making an offer of these securities in any jurisdiction where the
offer is not permitted. You should assume that the information appearing in
this prospectus supplement and the accompanying prospectus, as well as
information we previously filed with the Securities and Exchange Commission and
incorporated by reference, is accurate as of the date on the front of those
documents only.
---------------
S-2
<PAGE>
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. Westvaco also has a
folding carton plant in the Czech Republic. Westvaco exports products from the
United States, Brazil and the Czech Republic to other countries throughout the
world.
The company's principal business segments are the manufacture of (i)
bleached paper, paperboard and packaging products, (ii) unbleached paper,
paperboard and packaging products, and (iii) specialty chemicals. The principal
markets for Westvaco's products are in the United States. Sales to customers
outside the United States made up approximately 25% of Westvaco's total sales
in 1998 (1997-25%, 1996-23%). Substantially all products are sold through the
company's own sales force. Westvaco maintains 30 sales offices located
throughout the United States and 29 in foreign countries.
Forest Resources
The principal raw material used in the manufacture of paper, paperboard and
pulp is wood. Westvaco owns 1,465,000 acres of forest land in the United States
and southern Brazil (more than 1,000 miles from the Amazon rainforests).
Westvaco's Cooperative Forest Management Program, established in the 1950s,
provides an additional source of wood fiber from the 1,387,000 acres owned by
participating landowners and managed with assistance from Westvaco foresters.
Westvaco's strategy, based on the location of its mills and the composition
of surrounding forest land ownership, is to provide a portion of its wood fiber
from company-owned land and to rely on private woodland owners and residues
from independent solid wood products plants for substantial quantities of wood.
During 1998, Westvaco furnished 36% (1997 and 1996-39%) of its wood
requirements from company-owned land, and an additional 7% (1997-8%, 1996-7%)
was purchased from landowners in the Cooperative Forest Management Program. The
remainder was purchased from other private landowners and sawmills by mill wood
procurement organizations. The wood procurement system includes 28 pulpwood
concentration and processing yards that are strategically located to store and
ship wood to the mills as needed. The Cooperative Forest Management Program,
private landowners and sawmills continue to provide adequate volumes of timber
to meet our external fiber needs. Westvaco supplied 97% of the wood for its
Brazilian mill from company plantations.
Westvaco forests include plantations, natural stands and fiber farms. The
inventory of growing trees, the basis for volume production, has increased
steadily over the last decade in spite of a steady rise in the volume of wood
harvested. Most of the pine stands harvested are plantations that are
regenerated by establishing new pine plantations. Most hardwood stands that are
harvested are re-established by planned natural regeneration from seeds and
sprouts. Westvaco's hardwood plantation and fiber farm programs are expanding
and involve several domestic species. The quantity of wood harvested by
Westvaco from its lands in any year is primarily controlled by long-range
forest management programs based on integrated wood supply plans.
Research
Westvaco operates major research facilities at Laurel, MD, North
Charleston, SC, and Covington, VA, and a forest science laboratory at
Summerville, SC. Forest research conducted there,
S-3
<PAGE>
and at satellite centers at Wickliffe, KY, Rupert, WV, and Tres Barras, State
of Santa Catarina, Brazil, is focused on biotechnology, genetics, tree
nutrition, regeneration, stand management, environmental protection and forest
measurements. The goal is increased timber and fiber production on a
sustainable basis. Westvaco's larger divisions and subsidiaries also have
product development staffs which work on product-related projects directed
toward specific opportunities of the individual units.
In 1998, the company incurred $45.1 million (1997-$42.9 million, 1996-$38.3
million) of research and development costs. Substantially all of the research
projects are company sponsored. Approximately 239 scientists were employed in
research and development activities.
International Operations
In Brazil, Rigesa, a wholly owned subsidiary of Westvaco, operates a
paperboard mill, a corrugated box plant and a consumer packaging plant in
Valinhos, State of Sao Paulo; a paperboard mill in Tres Barras, State of Santa
Catarina; and corrugated box plants in Blumenau, State of Santa Catarina;
Manaus, State of Amazonia; and Pacajus, State of Ceara. Rigesa is one of the
few paper companies in Brazil which is integrated from the forests to the
markets. This fact, combined with technology drawn from Westvaco's U.S.
experience, has provided Rigesa with a history of high-quality products and
strong growth. Rigesa accounted for approximately 20% of unbleached segment
operating profit in 1998.
Westvaco's Czech Republic subsidiary, Westvaco Svitavy, spol. s r.o.
("Svitavy"), operates a consumer packaging plant in that country. Svitavy
supplies consumer packaging to the markets of Eastern, Central and Western
Europe. The packaging is made primarily from distinctive paper and paperboard
produced by Westvaco in the United States.
Export sales from Westvaco's U.S. operations made up approximately 17% of
Westvaco's 1998 sales (1997-16%, 1996-15%). Sales of our foreign operating
subsidiaries, including exports, were 8% of Westvaco's total sales (1997-9%,
1996-8%).
During the first fiscal quarter of 1999, Westvaco acquired a 45% interest
in a new consumer packaging business with a plant in Guangzhou, China. The
plant is owned by a subsidiary of Shorewood Packaging Corporation.
Environmental Protection
Westvaco is subject to federal and state environmental laws and regulations
in all jurisdictions in which it has operating facilities. Compliance with
these requirements involves the diversion of capital from production facilities
and increases operating costs. In the opinion of Westvaco's management,
environmental protection requirements are not likely to adversely affect the
company's competitive industry position since other domestic companies are
subject to similar requirements. In 1995, the company authorized removal of
elemental chlorine from all of its pulp bleaching processes. This important
initiative, completed during 1997 at a cost of approximately $110 million,
represents a major step by Westvaco in addressing subsequent EPA regulations
for the U.S. pulp and paper industry regarding air and water quality. These
regulations, known as the Cluster Rule, were published in April 1998. The
company anticipates additional capital costs to comply with other parts of
these new regulations over the next several years to be in the range of $100
million to $150 million, which will also increase operating costs in the range
of $3 million to $7 million annually.
Employees
At October 31, 1998, Westvaco employed approximately 13,070 persons, of
whom 6,220 domestic employees are represented by various labor unions under
collective bargaining agreements.
S-4
<PAGE>
Westvaco was incorporated in 1899 under the laws of Delaware as the 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. Unless otherwise indicated or the context otherwise
requires, the term "Westvaco" refers to Westvaco Corporation and its
consolidated subsidiaries.
RECENT DEVELOPMENTS
On October 3, 1999 Westvaco entered into a definitive agreement to acquire
Temple-Inland Inc.'s bleached paperboard mill in Evadale, Texas, for $575
million for the fixed assets and approximately $50 million in working capital.
The cash transaction also includes a long-term contract with Temple-Inland for
the supply of wood fiber to the mill. The Evadale mill's annual production
capacity of 670,000 tons will increase Westvaco's total bleached paperboard
production capacity to 1.6 million tons. Westvaco expects to consummate the
transaction in December 1999, subject to obtaining necessary government
approvals and the satisfaction of other customary conditions.
On October 4, 1999 Westvaco announced a series of actions to improve the
company's performance and a related pretax charge against fiscal fourth quarter
1999 earnings that is expected to total approximately $85 million. The charge
is primarily a noncash write-down of assets. As a result of these actions,
which include combining Westvaco's Bleached Board, Consumer Packaging and Kraft
Divisions along with a component of Westvaco's international sales operation
and the permanent shutdown of an older paper machine in Luke, Maryland,
Westvaco expects to obtain approximately $35 million in pretax annual savings.
USE OF PROCEEDS
Westvaco expects to use the net proceeds from the sale of both series of
notes to fund part of the acquisition of Temple-Inland Inc.'s bleached
paperboard mill in Evadale, TX, as described under "Recent Developments" in
this prospectus supplement. To the extent the net proceeds from the sale of the
notes are not applied to fund the acquisition, the net proceeds will be added
to Westvaco's general corporate funds and will be available for future capital
outlays, for working capital purposes and for the repayment of existing debt.
S-5
<PAGE>
CAPITALIZATION OF WESTVACO CORPORATION
The following table shows the unaudited consolidated capitalization of
Westvaco at July 31, 1999 and as adjusted to reflect the sale of the notes
offered hereby.
<TABLE>
<CAPTION>
July 31, 1999
----------------------
Actual As Adjusted
---------- -----------
(unaudited)
(in Thousands)
<S> <C> <C>
Long-term obligations
Notes:
%, due November , 2004......................... -- 200,000
%, due November , 2009......................... -- 200,000
Debentures:
9.65%, due 2002..................................... 100,000 100,000
9 3/4%, due 2020.................................... 100,000 100,000
Sinking fund debentures:..............................
7%, due 2004-2023................................... 150,000 150,000
7 1/2%, due 2008-2027............................... 150,000 150,000
7.65%, due 2008-2027................................ 150,000 150,000
7.75%, due 2004-2023................................ 150,000 150,000
8 1/8%, due 2001-2007............................... 19,450 19,450
8.30%, due 2003-2022................................ 125,000 125,000
10 1/8%, due 2001-2019.............................. 95,000 95,000
10 1/4%, due 2001-2018.............................. 80,000 80,000
10.30%, due 2001-2019............................... 95,000 95,000
Pollution control revenue bonds:
5.85--10 1/2%, due 2000-2026........................ 76,140 76,140
Industrial revenue bonds:
7%--7.67%, due 2001-2027............................ 94,530 94,530
Economic development bonds:
8 3/4%, due 2001-2027............................... 4,190 4,190
Notes payable and other................................. 122,346 122,346
---------- ----------
Total long-term obligations........................... 1,511,656 1,911,656
Shareholders' equity:
Common stock, $5 par, 300,000,000 authorized,
103,170,667 shares issued at July 31, 1999........... 765,694 765,694
Retained income....................................... 1,605,980 1,605,980
Common stock in treasury, at cost: 2,866,256 shares at
July 31, 1999........................................ (71,741) (71,741)
Accumulated other comprehensive income (loss)......... (117,016) (117,016)
---------- ----------
Total shareholders' equity............................ 2,182,917 2,182,917
---------- ----------
Total Capitalization.............................. $3,694,573 $4,094,573
========== ==========
</TABLE>
S-6
<PAGE>
SUMMARY OF FINANCIAL INFORMATION
The following is a summary of certain financial information of Westvaco and
its consolidated subsidiaries. With the exception of the inclusion of the
ratios of earnings to fixed charges, the following amounts were derived from
Westvaco's consolidated financial statements and other financial data contained
in its Annual Report on Form 10-K for the fiscal year ended October 31, 1998
and its Quarterly Report on Form 10-Q for the fiscal quarter ended July 31,
1999 (see "Documents Incorporated by Reference"). The information for the nine
months ended July 31, 1998 and 1999 is unaudited and, in the opinion of
Westvaco's management, all adjustments (consisting of normal recurring
accruals) necessary for a fair statement of the results of operations have been
reflected therein.
(In thousands, except per share data and ratios)
<TABLE>
<CAPTION>
Nine Months Ended
Year Ended October 31, July 31,
---------------------------------------------------------- ----------------------
1994 1995 1996 1997 1998 1998 1999
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data
Net Sales............... $2,607,474 $3,272,447 $3,045,450 $2,982,288 $2,885,917 $2,154,126 $2,030,398
Other income............ 5,686 30,297 29,065 28,743 18,747 12,198 19,135
---------- ---------- ---------- ---------- ---------- ---------- ----------
2,613,160 3,302,744 3,074,515 3,011,031 2,904,664 2,166,324 2,049,533
Cost of goods sold (ex-
cludes depreciation)... 1,921,363 2,266,807 2,173,719 2,161,194 2,071,011 1,547,656 1,443,373
Selling, research and
administration ex-
pense.................. 201,540 235,100 234,366 240,814 238,097 174,842 168,228
Depreciation and amorti-
zation................. 219,282 230,306 240,411 269,151 280,981 209,950 207,948
Interest expense........ 109,069 100,205 90,063 93,272 110,162 80,880 92,481
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income before taxes..... 161,906 470,326 335,956 246,600 204,413 152,996 137,503
Income taxes............ 58,300 186,900 123,800 83,900 72,400 54,200 50,000
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income (a).......... 103,606 280,836 212,156 162,700 132,013 98,796 87,503
========== ========== ========== ========== ========== ========== ==========
Balance Sheet Data (at
period end)
Cash & marketable secu-
rities................. 75,003 151,823 115,368 175,354 105,050 112,710 114,117
Working capital......... 268,987 358,315 297,158 399,631 272,067 292,805 260,878
Total assets............ 3,982,993 4,252,732 4,437,498 4,898,787 5,008,668 4,987,954 4,974,449
Long-term obligations... 1,234,300 1,147,020 1,153,447 1,512,621 1,526,343 1,526,850 1,511,656
Shareholders' equity.... 1,862,015 2,080,551 2,209,737 2,278,568 2,246,448 2,257,357 2,182,917
Cash Flow Data
EBITDA (b).............. 490,257 800,837 666,430 609,023 595,556 443,826 437,932
Net cash provided by
operating activities... 326,416 522,644 521,818 390,683 406,706 290,890 267,585
Net cash used in
investing activities... (203,840) (279,208) (458,182) (592,968) (416,029) (336,902) (184,582)
Net cash (used in)
provided by financing
activities............. (93,933) (169,650) (99,722) 262,917 (56,970) (13,725) (57,356)
Capital expenditures.... 214,751 290,053 521,598 621,172 422,984 340,770 176,977
Dividends............... 73,754 77,929 89,539 89,778 89,300 67,042 66,121
Ratio of earnings to
fixed charges.......... 2.25x 4.90x 3.73x 2.67x 2.27x 2.26x 2.17x
</TABLE>
- --------
(a) The 1995 fiscal year includes an extraordinary charge of $2.59 million for
the extinguishment of higher interest rate debt.
(b) EBITDA represents income before taxes plus interest expense, depreciation
and amortization. Westvaco's EBITDA is included in this prospectus
supplement because it is a measure used by Westvaco's management to assess
Westvaco's operating results and liquidity. EBITDA should not be
considered in isolation or viewed as a substitute for cash flow from
operations, net income or other measures of performance as defined by
generally accepted accounting principles and presented in Westvaco's
consolidated financial statements. EBITDA may not be comparable to other
similarly titled measures of other companies.
For the purpose of computing the consolidated ratio of earnings to fixed
charges (1) earnings have been calculated by adding income taxes and fixed
charges (excluding capitalized interest) to net income before the extraordinary
charge and the cumulative effect of accounting changes, and (2) fixed charges
comprise the total of interest charges and a portion of rentals determined to
be representative of the interest factor.
S-7
<PAGE>
DESCRIPTION OF NOTES
The notes due 2004 mature on , 2004 and the notes due 2009 mature on
, 2009. The notes of each series bear interest at the rate set forth on the
cover page hereof, payable semi-annually on and of each year to the
registered holders thereof on the preceding , or , as the case may
be, commencing , 2000. Neither series of notes has the benefit of a
sinking fund. The notes of each series are unsecured obligations of Westvaco
and will rank pari passu with all other unsecured and unsubordinated
indebtedness of Westvaco. Neither series of notes will be redeemable at the
option of Westvaco or the holders thereof. The notes of each series will be
issued in denominations of $1,000 and multiples thereof.
The aggregate principal amount of notes due November , 2004 is limited to
$ and the aggregate principal amount of notes due November , 2009
is limited to $ . The Indenture does not limit the amount of other
debt that may be issued by Westvaco except for certain secured debt as
described in the prospectus under "Restrictive Covenants."
Book-Entry System
The Depository Trust Company ("DTC"), New York, NY, will act as securities
depository for each series of notes. The notes of each series will be issued as
fully-registered securities registered in the name of Cede & Co. (DTC's
partnership nominee). One or more fully-registered global note certificates
will be issued for the notes of each series in the aggregate principal amount
of such series, and will be deposited with, or on behalf of, DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants")
deposit with DTC. DTC also facilitates the settlement among Participants of
securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
Direct Participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is owned
by a number of its Direct Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc., and the National Association of
Securities Dealers, Inc. Access to the DTC system is also available to others
such as securities brokers and dealers, banks, and trust companies that clear
through or maintain a custodial relationship with a Direct Participant, either
directly or indirectly ("Indirect Participants"). The Rules applicable to DTC
and its Participants are on file with the Securities and Exchange Commission.
Purchases of notes under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Debentures on DTC's records.
The ownership interest of each actual purchaser of the notes ("Beneficial
Owner") is in turn to be recorded on the Direct and Indirect Participants'
records. Beneficial Owners will not receive written confirmation from DTC of
their purchase, but Beneficial Owners are expected to receive written
confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Debentures are to be accomplished by entries made on the books
of Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in the notes,
except in the event that use of the book-entry system for the notes is
discontinued.
S-8
<PAGE>
To facilitate subsequent transfers, all notes deposited by Participants
with DTC are registered in the name of DTC's partnership nominee, Cede & Co.
The deposit of notes with DTC and their registration in the name of Cede & Co.
effect no change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the notes; DTC's records reflect only the identity of the
Direct Participants to whose accounts such notes are credited, which may or may
not be the Beneficial Owners. The Participants will remain responsible for
keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to the notes.
Under its usual procedures, DTC would mail an Omnibus Proxy to Westvaco as soon
as possible after the record date. The Omnibus Proxy would assign Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the
notes are credited on the record date (identified in a listing attached to the
Omnibus Proxy).
Principal and interest payments on the notes will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on the payable date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on the payable date.
Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name", and
will be the responsibility of such Participant and not of DTC, Westvaco or the
Trustee, subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of principal and interest to DTC is the
responsibility of Westvaco or the Trustee, disbursement of such payments to
Direct Participants is the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners is the responsibility of Direct and Indirect
Participants.
DTC may discontinue providing its services as securities depository with
respect to the Debentures at any time by giving reasonable notice to Westvaco
or the Trustee. Under such circumstances, in the event that a successor
securities depository is not obtained, definitive certificates are required to
be printed and delivered.
Westvaco may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
definitive certificates will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that Westvaco believes to be reliable, but
Westvaco takes no responsibility for the accuracy thereof.
S-9
<PAGE>
UNDERWRITING
Westvaco and the underwriters for the offering named below have entered
into an underwriting agreement and a terms agreement with respect to the notes.
Subject to certain conditions, each underwriter has severally agreed to
purchase the principal amount of notes indicated in the following table.
<TABLE>
<CAPTION>
Principal Principal
Amount Amount
of of
Underwriters % Notes % Notes
------------ --------- ---------
<S> <C> <C>
Goldman, Sachs & Co. .................................. $ $
Bear, Stearns & Co. Inc. ..............................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated..................................
Banc of America Securities LLC.........................
BNY Capital Markets, Inc. .............................
Chase Securities Inc. .................................
J.P. Morgan Securities Inc. ...........................
Salomon Smith Barney Inc. .............................
----- -----
Total............................................. $ $
===== =====
</TABLE>
Notes sold by the underwriters to the public will initially be offered at
the initial public offering prices set forth on the cover of this prospectus
supplement. Any notes sold by the underwriters to securities dealers may be
sold at a discount from the initial public offering prices of up to % of the
principal amount of the notes. Any such securities dealers may resell any notes
purchased from the underwriters to certain other brokers or dealers at a
discount from the initial public offering prices of up to % of the principal
amount of the notes. If all the notes are not sold at the initial offering
prices, the underwriters may change the offering prices and the other selling
terms.
The notes are a new issue of securities with no established trading market.
Westvaco has been advised by the underwriters that the underwriters intend to
make a market in each series of notes but are not obligated to do so and may
discontinue market making at any time without notice. No assurance can be given
as to the liquidity of the trading market for either series of notes.
In connection with the offerings, the underwriters may purchase and sell
notes in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale by the underwriters of a greater number of
notes than they are required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the notes while the
offering is in progress.
The underwriters also may impose penalty bids. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased notes sold
by or for the account of such underwriter in stabilizing or short covering
transactions.
These activities by the underwriters may stabilize, maintain or otherwise
affect the market prices of the notes. As a result, the prices of the notes may
be higher than the prices that otherwise might exist in the open market. If
these activities are commenced, they may be discontinued by the underwriters at
any time. These transactions may be effected in the over-the-counter market or
otherwise.
S-10
<PAGE>
Westvaco estimates that its share of the total expenses of the offering,
excluding underwriting discounts and commissions, will be approximately $ .
Westvaco has agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
In the ordinary course of business, certain of the underwriters and their
affiliates have engaged, and may in the future engage, in investment banking,
commercial banking and/or financial advisory transactions with Westvaco and its
affiliates.
LEGAL OPINIONS
The legality of the notes offered hereby will be passed upon for Westvaco
by Wendell L. Willkie, II, Esq., Senior Vice President and General Counsel of
Westvaco and for the Underwriters by Cahill Gordon & Reindel, (a partnership
including a professional corporation) New York, New York. Mr. Willkie is the
beneficial owner of shares of Westvaco's common stock held in trust under
Westvaco's Savings and Investment Plan. He is also the recipient of stock
options granted by Westvaco.
S-11
<PAGE>
Westvaco Corporation
Debt Securities
----------------
By this prospectus, we may offer up to $600,000,000 of debt securities.
Market conditions at the time these securities are sold will determine the
prices and terms of these securities.
Each issue of securities under this prospectus may have a different aggregate
principal amount, maturity date, public offering price, interest rate or rates,
timing of interest payments, provisions for redemption, sinking fund
requirements, and other variable terms. The specific terms of each offering of
debt securities under this prospectus will be included in an accompanying
prospectus supplement.
This prospectus may not be used to consummate sales of offered securities
unless accompanied by a prospectus supplement. You should read this prospectus
and the accompanying prospectus supplement carefully before you invest.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
----------------
We may sell securities under this prospectus to or through underwriters. We
may also sell these securities directly to other purchasers or through agents.
----------------
The date of this prospectus is May 25, 1999.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus,
and information that we file later with the Securities and Exchange Commission
will automatically update and supersede this information. We incorporate by
reference the documents of Westvaco listed below and any future filings made
with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, until we sell all of the
securities. A document will be incorporated by reference on the date it is
filed.
. Annual Report on Form 10-K for the fiscal year ended October 31, 1998.
. Quarterly Report on Form 10-Q for the fiscal quarter ended January 31,
1999.
. Definitive proxy statement, dated December 28, 1998, and additional
proxy materials, dated February 1, 1999.
You may request a copy of these filings at no cost, by writing or telephoning
us at the following address: Mr. John W. Hetherington, Vice President and
Secretary, Westvaco Corporation, 299 Park Avenue, New York, New York 10171,
telephone (212) 318-5280.
You should rely only on the information contained or incorporated by
reference in this prospectus or any prospectus supplement. We have not
authorized any other person to provide you with different information. We are
not making an offer of these securities in any jurisdiction where the offer is
not permitted. You should assume that the information appearing in this
prospectus or any prospectus supplement, as well as information we previously
filed with the Securities and Exchange Commission and incorporated by
reference, is accurate as of the date on the front of those documents only.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Our filings are
available to the public over the Internet at the Securities and Exchange
Commission's web site at http://www.sec.gov. You may also read and copy any
document we file at the Securities and Exchange Commission's public reference
rooms at 450 Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade Center,
New York, New York 10048; and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Please call the Securities and Exchange
Commission at 1-800-SEC-0330 for further information on the public reference
rooms.
This prospectus is a part of a registration statement on Form S-3 and the
related amendments and exhibits filed with the Securities and Exchange
Commission. This prospectus does not contain all of the information in the
registration statement. Please refer to the registration statement and its
exhibits for further information regarding Westvaco and the offered securities.
2
<PAGE>
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. Westvaco also has a
folding carton plant in the Czech Republic. Westvaco 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 the 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. Unless otherwise indicated or the context otherwise
requires, the term "Westvaco" refers to Westvaco Corporation and its
consolidated subsidiaries.
SUMMARY OF FINANCIAL INFORMATION
The following is a summary of certain financial information of Westvaco and
its consolidated subsidiaries. With the exception of the inclusion of the
ratios of earnings to fixed charges, the following amounts were derived from
Westvaco's consolidated financial statements and other financial data contained
in its Annual Report on Form 10-K for the fiscal year ended October 31, 1998
and its Quarterly Report on Form 10-Q for the fiscal quarter ended January 31,
1999 (see "Documents Incorporated by Reference").
(In thousands, except per share data and ratios)
<TABLE>
<CAPTION>
Three Months
Ended January 31
Year Ended October 31, (Unaudited)
------------------------------------------------------- -----------------
1994 1995 1996 1997 1998 1998 1999
---------- ---------- ---------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Sales................... $2,607,474 $3,272,447 $3,045,450 $2,982,288 $2,885,917 $702,113 $650,715
Net income.............. $ 103,606 $ 280,836 $ 212,156 $ 162,700 $ 132,013 $ 32,516 $ 25,222
Net income per share of
common stock--Basic.... $ 1.03 $ 2.78* $ 2.09 $ 1.60 $ 1.30 $ 0.32 $ 0.25
Net Income per share of
common stock--Diluted.. $ 1.03 $ 2.76* $ 2.07 $ 1.58 $ 1.30 $ 0.32 $ 0.25
Ratio of earnings to
fixed charges.......... 2.25 4.90 3.73 2.67 2.27 2.31 1.98
</TABLE>
- --------
* The 1995 fiscal year includes an extraordinary charge of $.02 per share for
the extinguishment of higher interest rate debt.
For the purpose of computing the consolidated ratio of earnings to fixed
charges (1) earnings have been calculated by adding income taxes and fixed
charges (excluding capitalized interest) to net income before the extraordinary
charge and the cumulative effect of accounting changes, and (2) fixed charges
comprise the total of interest charges and a portion of rentals determined to
be representative of the interest factor.
USE OF PROCEEDS
Except as otherwise set forth in the accompanying prospectus supplement
relating to an offering of the Securities, the net proceeds from the sale of
the Securities being offered will be added to Westvaco's general corporate
funds and will be available for future capital outlays, for working capital
purposes and for the repayment of existing debt.
3
<PAGE>
DESCRIPTION OF SECURITIES
The Securities are to be issued under an Indenture, dated as of March 1, 1983
(the "Indenture"), between Westvaco and The Bank of New York (formerly known as
Irving Trust Company), as Trustee (the "Trustee"), a copy of which is filed as
an exhibit to the registration statement. The following summaries of certain
provisions of the Indenture do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all provisions of the
Indenture, including the definitions therein of certain terms. Wherever
particular Sections or defined terms of the Indenture are referred to, it is
intended that such Sections or defined terms shall be incorporated herein by
reference. The following sets forth certain general terms and provisions of the
Securities to which any prospectus supplement may relate. The particular terms
of the Securities offered by any prospectus supplement (the "Offered
Securities") and the extent, if any, to which such general provisions may apply
to the Securities so offered, will be described in the prospectus supplement
relating to such Offered Securities.
General
The Indenture does not limit the aggregate principal amount of Securities
which may be issued thereunder and provides that Securities may be issued from
time to time in one or more series. The Securities will be unsecured
obligations of Westvaco.
Reference is made to the prospectus supplement relating to the particular
series of Securities offered thereby for the following terms of the Offered
Securities:
. the title of the Offered Securities;
. any limit on the aggregate principal amount of the Offered Securities;
. the price or prices (expressed as a percentage of the aggregate
principal amount thereof) at which the Offered Securities will be
issued;
. the date or dates on which the Offered Securities will mature;
. the rate or rates (which may be fixed or variable) per annum at which
the Offered Securities will bear interest, if any;
. the date from which such interest, if any, on the Offered Securities
will accrue, the dates on which such interest, if any, will be payable,
the date on which payment of such interest, if any, will commence and
the Regular Record Dates for such Interest Payment Dates, if any;
. the ranking of the Offered Securities relative to any and all other
securities of Westvaco theretofore issued;
. the dates, if any, on which and the price or prices at which the Offered
Securities will, pursuant to any mandatory sinking fund provisions, or
may, pursuant to any optional sinking fund or to any purchase fund
provisions, be redeemed by Westvaco, and the other detailed terms and
provisions of such sinking and/or purchase funds;
. the date, if any, after which and the price or prices at which the
Offered Securities may, pursuant to any optional redemption provisions,
be redeemed at the option of Westvaco or of the Holder thereof and the
other detailed terms and provisions of such optional redemption; and
. any other terms of the series (which will not be inconsistent with the
provisions of the indenture).
Unless otherwise indicated in the related prospectus supplement, principal of
and premium, if any, and interest, if any, on the Securities will be payable,
and the transfer of the Securities will be registrable, at the office of the
Trustee in the Borough of Manhattan, The City of New York, except that, at the
option of Westvaco, interest may be paid by mailing a check to the address of
the person entitled thereto as it appears on the Security Register. (Sections
301, 305, 1002)
4
<PAGE>
Unless otherwise indicated in the related prospectus supplement, the
Securities will be issued only in fully registered form without coupons and in
denominations of $1,000 or any integral multiple thereof. No service charge
will be made for any transfer or exchange of the Securities, but Westvaco may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. (Sections 302, 305)
Securities may be issued as Original Issue Discount Securities to be sold at
a substantial discount below their principal amount. Special federal income tax
and other considerations applicable thereto will be described in the prospectus
supplement relating thereto.
The Indenture does not contain any covenants or other provisions which would
afford Holders of Securities protection in the event of a highly leveraged
transaction involving Westvaco.
Restrictive Covenants
Limitations on Liens. The Indenture provides that so long as any of the
Securities are outstanding Westvaco will not, and will not permit any Domestic
Subsidiary (as defined) to, issue, assume or guarantee any debt for money
borrowed (herein referred to as "Debt") if such Debt is secured by any
mortgage, security interest, pledge or other lien (herein referred to as a
"mortgage") upon any Principal Property (as defined) of Westvaco or any
Domestic Subsidiary or any shares of stock or indebtedness of any Domestic
Subsidiary, whether owned at the date of the Indenture or thereafter acquired,
without effectively securing the Securities equally and ratably with such Debt.
The foregoing restriction does not apply to:
(1) mortgages on any property acquired, constructed or improved after the
date of the Indenture which are created or assumed within 120 days after
such acquisition, construction or improvement (or within six months
thereafter pursuant to a firm commitment for financing arrangements entered
into within such 120 day period) to secure or provide for the payment of
the purchase price or cost thereof incurred after the date of the
Indenture, or existing mortgages on property acquired, provided such
mortgages shall not apply to any property theretofore owned by Westvaco or
a Domestic Subsidiary other than theretofore unimproved real property;
(2) mortgages existing on any property acquired from a corporation merged
with or into Westvaco or a Domestic Subsidiary;
(3) mortgages on property of any corporation existing at the time it
becomes a Domestic Subsidiary;
(4) mortgages securing Debt owed by a Domestic Subsidiary to Westvaco or
to another Domestic Subsidiary;
(5) mortgages in favor of governmental bodies to secure advance or other
payments pursuant to any contract or statute or to secure indebtedness
incurred to finance the purchase price or cost of constructing or improving
the property subject to such mortgages;
(6) mortgages on timberlands in connection with an arrangement under
which Westvaco or a Domestic Subsidiary is obligated to cut or pay for
timber in order to provide the secured party with a specified amount of
money, however determined; or
(7) mortgages for extending, renewing or replacing Debt secured by any
mortgage referred to in the foregoing clauses (1) to (6) inclusive or in
this clause or any mortgages existing on the date of the Indenture. Such
restriction does not apply to the issuance, assumption or guarantee by
Westvaco or any Domestic Subsidiary of Debt secured by a mortgage which
would otherwise be subject to the foregoing restriction up to an aggregate
amount which, together with all other secured Debt (not including secured
Debt permitted under the foregoing exceptions) and the Value (as defined)
of Sale and Lease-back Transactions existing at such time (other than Sale
5
<PAGE>
and Lease-back Transactions the proceeds of which have been applied to the
retirement of Securities or of certain long-term indebtedness or to the
purchase of other Principal Property, and other than Sale and Lease-back
Transactions in which the property involved would have been permitted to be
mortgaged under clause (1) above), does not exceed 5% of Consolidated Net
Tangible Assets (as defined). (Section 1005)
Limitation on Sale and Lease-back Transactions. Sale and Lease-back
Transactions by Westvaco or any Domestic Subsidiary of any Principal Property
are prohibited (except for temporary leases for a term, including renewals, of
not more than three years and except for leases between Westvaco and a Domestic
Subsidiary or between Domestic Subsidiaries) unless:
. Westvaco or such Domestic Subsidiary would be entitled to incur Debt
secured by a mortgage on the property to be leased without securing the
Securities pursuant to clause (1) under "Limitations on Liens" or
. the value thereof would be an amount permitted under the last sentence
under "Limitations on Liens" or
. Westvaco applied an amount equal to the fair value of such property
(a) to the retirement of Securities (other than pursuant to any
sinking fund obligations applicable to such Securities),
(b) to the retirement of certain long-term indebtedness of Westvaco
or a Domestic Subsidiary or
(c) to the purchase of Principal Property (other than that involved
in such Sale and Lease-back Transaction). (Section 1006)
Events of Default
The following are Events of Default under the Indenture with respect to
Securities of any series:
. failure to pay principal of or any premium on any Security of that
series when due;
. failure to pay any interest on any Security of that series when due,
continued for 30 days;
. failure to deposit any sinking fund payment, when due, in respect of any
Security of that series;
. failure to perform any other covenant of Westvaco in the Indenture
(other than a covenant included in the Indenture solely for the benefit
of a series of Securities other than that series), continued for 60 days
after written notice as provided in the Indenture;
. certain events in bankruptcy, insolvency or reorganization and
. any other Event of Default provided with respect to Securities of that
series. (Section 501)
If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, either the Trustee or the Holders of
at least 25% in aggregate principal amount of the Outstanding Securities of
that series may declare the principal amount (or, if the Securities of that
series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all
the Securities of that series to be due and payable immediately. At any
time after a declaration of acceleration with respect to Securities of any
series has been made, but before a judgment or decree based on acceleration
has been obtained, the Holders of a majority in aggregate principal amount
of Outstanding Securities of that series may, under certain circumstances,
rescind and annul such acceleration. (Section 502)
6
<PAGE>
The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Section 603) Subject to such
provisions for the indemnification of the Trustee, the Holders of a majority in
aggregate principal amount of the Outstanding Securities of any series will
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Securities of that series.
(Section 512)
No Holder of any Security of any series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to Securities of that series and also
unless the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of that series shall have made written request, and
offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, and the Trustee shall not have received from the Holders of a majority
in principal amount of the Outstanding Securities of that series a direction
inconsistent with such request and shall have failed to institute such
proceeding within 60 days. (Section 507) However, the Holder of any Security
will have an absolute right to receive payment of the principal of (and
premium, if any) and interest on such Security on or after the due dates
expressed in such Security and to institute suit for the enforcement of any
such payment. (Section 508)
Westvaco is required to furnish to the Trustee annually a statement as to
performance by Westvaco of certain of its obligations under the Indenture and
as to any default in such performance. (Section 1007)
Modification and Waiver
Modifications and amendments of the Indenture may be made by Westvaco and the
Trustee with the consent of the Holders of 66 2/3% in aggregate principal
amount of the Outstanding Securities of each series affected by such
modification or amendment. However, no such modification or amendment may,
without the consent of the Holder of each Outstanding Security affected
thereby:
. change the stated maturity date of the principal of, or any installment
of principal or interest on, any Security;
. reduce the principal amount of, or any premium or interest on, any
Security;
. reduce the amount of principal of an Original Issue Discount Security
payable upon acceleration of the maturity thereof;
. change the place or currency of payment of principal of, or any premium
or interest on, any Security;
. impair the right to institute suit for the enforcement of any payment on
or with respect to any Security; or
. reduce the percentage in principal amount of Outstanding Securities of
any series the consent of whose Holders is required for modification or
amendment of the Indenture or for waiver of compliance with certain
provisions of the Indenture or for waiver of certain defaults. (Section
902)
The Holders of 66 2/3% in aggregate principal amount of the Outstanding
Securities of each series may, on behalf of all Holders of Securities of that
series, waive, insofar as that series is concerned, compliance by Westvaco with
certain restrictive provisions of the Indenture. (Section 1008) The Holders of
a majority in aggregate principal amount of the Outstanding Securities of each
7
<PAGE>
series may, on behalf of all Holders of Securities of that series, waive any
past default under the Indenture with respect to Securities of that series,
except a default in the payment of principal or any premium or interest or in
respect of a provision which under the Indenture cannot be modified or amended
without the consent of the Holder of each Outstanding Security of that series
affected. (Section 513)
Consolidation, Merger and Sale of Assets
Westvaco may consolidate or merge with or into, or transfer its assets
substantially as an entirety to, any corporation organized under the laws of
any domestic jurisdiction, provided that the successor corporation assumes
Westvaco's obligations on the Securities and under the Indenture, that after
giving effect to the transaction no Event of Default, and no event which, after
notice or lapse of time, would become an Event of Default, shall have occurred
and be continuing, and that certain other conditions are met. (Section 801)
Concerning the Trustee
Westvaco maintains banking relationships with the Trustee in the ordinary
course of its business. Borrowings totalling $500,000,000 are available to
Westvaco under its Credit Agreement with a group of banks that includes the
Trustee. There are no borrowings currently outstanding under this Credit
Agreement. The Trustee is also the trustee under the indentures pursuant to
which Westvaco's publicly held senior debt securities were issued. The Trustee
is also the trustee and a money manager under Westvaco's employee retirement
plans.
PLAN OF DISTRIBUTION
Westvaco may sell Securities to or through underwriters, and also may sell
Securities directly to other purchasers or through agents.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices (which may be changed from time
to time), at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. Each prospectus
supplement will describe the method of distribution of the Securities offered
thereby.
In connection with the sale of the Securities, underwriters may receive
compensation from Westvaco or from purchasers of Securities for whom they may
act as agents, in the form of discounts, concessions or commissions. The
underwriters, dealers and agents that participate in the distribution of
Securities may be deemed to be underwriters under the Securities Act of 1933
and any discounts or commissions received by them and any profit on the resale
of Securities by them may be deemed to be underwriting discounts and
commissions under such Act. Any such underwriter will be identified and any
such compensation will be described in the prospectus supplement.
If so indicated in the prospectus supplement, Westvaco will authorize the
underwriters to solicit offers by certain institutions to purchase Securities
from Westvaco at the public offering price set forth in the prospectus
supplement pursuant to Delayed Delivery Contracts providing for payment and
delivery on the date stated in the prospectus supplement. Each such contract
will be for an amount not less than, and unless Westvaco otherwise agrees, the
aggregate principal amount of Securities sold pursuant to such contracts shall
not be more than, the respective amounts stated in the prospectus supplement.
Institutions with whom such contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions, and other institutions, but
shall in all cases be subject to the
8
<PAGE>
approval of Westvaco. Delayed Delivery Contracts will not be subject to any
conditions except that the purchase by an institution of the Securities covered
thereby shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject.
The Underwriting Agreement entered into with respect to any Securities sold
through underwriters provides that the obligations of the underwriter or
underwriters will be subject to certain conditions precedent and that the
underwriters will be obligated to purchase all of the Securities covered by the
applicable prospectus supplement if any are purchased.
Westvaco has agreed to indemnify the several underwriters against certain
civil liabilities, including liabilities under the Securities Act of 1933.
In connection with this offering, the underwriters may over-allot or effect
transactions which stabilize or maintain the market price of the securities at
a level above that which might otherwise prevail in the open market. Such
stabilizing if commenced, may be discontinued at any time.
LEGAL OPINIONS
The legality of the Securities offered hereby will be passed upon for
Westvaco by Wendell L. Willkie, II, Esq., Senior Vice President and General
Counsel of Westvaco and for the Underwriters by Brown & Wood llp, New York, New
York. Mr. Willkie is the beneficial owner of shares of Westvaco's common stock
held in trust under Westvaco's Savings and Investment Plan. He is also the
recipient of stock options granted by Westvaco.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to Westvaco's Annual Report on Form 10-K for the fiscal year ended
October 31, 1998 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
9
<PAGE>
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No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus. You must not rely
on any unauthorized information or representations. This prospectus is an
offer to sell only the Notes offered hereby, but only under circumstances and
in jurisdictions where it is lawful to do so. The information contained in
this prospectus is current only as of its date.
-------------
TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
<CAPTION>
Page
----
<S> <C>
Documents Incorporated by Reference........................................ S-2
The Company................................................................ S-3
Recent Developments........................................................ S-5
Use of Proceeds............................................................ S-5
Capitalization of Westvaco Corporation..................................... S-6
Summary of Financial Information........................................... S-7
Description of Notes....................................................... S-8
Underwriting............................................................... S-10
Legal Opinions............................................................. S-11
Prospectus
Documents Incorporated by Reference........................................ 2
Where You Can Find More Information........................................ 2
The Company................................................................ 3
Summary of Financial Information........................................... 3
Use of Proceeds............................................................ 3
Description of Securities.................................................. 4
Plan of Distribution....................................................... 8
Legal Opinions............................................................. 9
Experts.................................................................... 9
</TABLE>
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$400,000,000
Westvaco Corporation
$200,000,000 % Notes
due November , 2004
$200,000,000 % Notes
due November , 2009
-------------
PROSPECTUS SUPPLEMENT
-------------
Goldman, Sachs & Co.
Bear, Stearns & Co. Inc.
Merrill Lynch & Co.
Banc of America Securities LLC
BNY Capital Markets, Inc.
Chase Securities Inc.
J.P. Morgan & Co.
Salomon Smith Barney
, 1999
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