SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): November 12,
1999.(May 25, 1999)
WESTVACO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-3013 13-1466285
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
299 PARK AVENUE, NEW YORK, NEW YORK 10171
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(212) 688-5000
Item 5. Other Events.
On November 5, 1999, pursuant to a resolution of the Board of
Directors adopted on April 27, 1999, the management of Westvaco
Corporation (the "Company") approved on behalf of the Company
the issuance in an underwritten public offering of $400,000,000
in notes comprised of $200,000,000 aggregate principal amount of
6.85% Notes due November 15, 2004 and $200,000,000 aggregate
principal amount of 7.10% Notes due November 15, 2009. This
amount is part of a total of $600,000,000 of debt securities
authorized by the Board, the issuance of which is covered under
a Registration Statement of Form S-3 (Registration No. 333-
79267) and under a related Prospectus date May 25, 1999. The
issuance of a total of $400,000,000 of notes in two series, as
approved on November 5, 1999, is covered in addition by a
related Prospectus Supplement dated November 5, 1999.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits.
The following Exhibits are filed as part of this Report and
as Exhibits to the Registration Statement:
Exhibit 1, Form of Underwriting Agreement dated as of November 5,
1999 between Westvaco and 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. and Salomon Smith
Barney Inc.
Exhibit 4(a), Indenture dated as of March 1, 1983 between
Westvaco Corporation and Irving Trust Company (now The Bank
of New York). Trustee (incorporated by reference to the
Company's Registration Statement on form 8-A (File No. 1-
3013) dated January 24, 1984).
Exhibit 4(b)(1), Form of 6.85% Note due November 15, 2004.
Exhibit 4(b)(2), Form of 7.10% Note due November 15, 2009.
Exhibit 4(c), Resolutions of Westvaco's Board of Directors
adopted at a meeting held April 27, 1999, certified by the
Secretary of the Company.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
WESTVACO CORPORATION
By
John W. Hetherington
Vice President and Secretary
November 12, 1999
EXHIBIT INDEX
Page No.
Exhibit 1, Form of Underwriting Agreement dated November 5, 1999
between Westvaco and 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. and Salomon
Smith Barney Inc.
Exhibit 4(a). Indenture dated as of March 1, 1983 between
Westvaco Corporation and Irving Trust Company (now The Bank
of New York). Trustee (incorporated by reference to the
Company's Registration Statement on form 8-A (File No. 1-
3013) dated January 24, 1984).
Exhibit 4(b)(1). Form of 6.85% Sinking Fund Debenture
due November 15, 2004.
Exhibit 4(b)(2). Form of 7.10% Sinking Fund Debenture
due November 15, 2009.
Exhibit 4(c), Resolutions of Westvaco's Board of Directors
adopted at a meeting held April 27, 1999, certified by
the Secretary of the Company.
Exhibit 1
WESTVACO CORPORATION
(a Delaware Corporation)
Debt Securities
UNDERWRITING AGREEMENT
November 5, 1999
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.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dear Sirs:
Westvaco Corporation, a Delaware corporation (the "Company"),
proposes to issue and sell up to $400,000,000 aggregate
principal amount of its debt securities (the "Securities") in
one or more fixed price offerings on terms determined at the
time of sale. The Securities will be issued under an indenture
dated as of March 1, 1983 (the "Indenture") between the Company
and The Bank of New York (formerly known as Irving Trust
Company), as Trustee. Each issue of Securities may vary as to
aggregate principal amount, maturity date, interest rate or
rates and timing of payments thereof, redemption provisions and
sinking fund requirements, if any, and any other variable terms
which the Indenture contemplates may be set forth in the
Securities as issued from time to time.
Each underwritten offering of Securities will be made through
you or through an underwriting syndicate managed by you.
Whenever the Company determines to make such an offering of
Securities, it will enter into an agreement (the "Terms
Agreement") providing for the sale of such Securities to, and
the purchase and offering thereof by, you and such other
underwriters, if any, selected by you as have authorized you to
enter into such Terms Agreement on their behalf (the
"Underwriters", which term shall include you whether acting
alone in the sale of Securities or as members of an underwriting
syndicate). The Terms Agreement relating to each offering of
Securities shall specify the principal amount of Securities to
be issued and their terms not otherwise specified in the
Indenture, the names of the Underwriters participating in such
offering (subject to substitution as provided in Section 10
hereof) and the principal amount of Securities which each
severally agrees to purchase, the names of such other
Underwriters, if any, acting as co-managers with you in
connection with such offering, the price at which the Securities
are to be purchased by the Underwriters from the Company, the
initial public offering price, any delayed delivery arrangements
and the time and place of delivery and payment. The Terms
Agreement, which shall be substantially in the form of Exhibit A
hereto, may take the form of an exchange of any standard form of
written telecommunication between you and the Company. Each
offering of Securities will be governed by this Agreement, as
supplemented by the applicable Terms Agreement, and this
Agreement and such Terms Agreement shall inure to the benefit of
and be binding upon each Underwriter participating in the
offering of such Securities.
The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-
3 (No. 333-79267) relating to the Securities and the offering
thereof from time to time in accordance with Rule 415 under the
Securities Act of 1933 (the "1933 Act") and has filed such
amendments thereto as may have been required to the date hereof.
Such registration statement as amended has been declared
effective by the Commission, and the Indenture has been
qualified under the Trust Indenture Act of 1939, as amended (the
"1939 Act"). Such registration statement as amended and the
prospectus relating to the sale of Securities by the Company
constituting a part thereof, including all documents
incorporated therein by reference, as from time to time amended
or supplemented pursuant to the Securities Exchange Act of 1934
(the "1934 Act"), the 1933 Act or otherwise, are referred to
herein as the "Registration Statement" and the "Prospectus",
respectively; provided, however, that a supplement to the
Prospectus prepared pursuant to Section 3(a) hereof (a
"Prospectus Supplement") shall be deemed to have supplemented
the Prospectus only with respect to the offering of Securities
to which it relates.
Section 1. Representations and Warranties. The Company
represents and warrants to you as of the date hereof, and to
each Underwriter named in a Terms Agreement as of the date
thereof (in each case the "Representation Date"), as follows:
(a) The Registration Statement and the Prospectus, at the
time the Registration Statement became effective and as of the
applicable Representation Date, complied in all material
respects with the requirements of the 1933 Act, the rules and
regulations thereunder (the "Regulations") and the 1939 Act. The
Registration Statement, at the time the Registration Statement
became effective and as of the applicable Representation Date,
did not, and will not, contain any untrue statement of a
material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading. The Prospectus, at the time the Registration
Statement became effective and as of the applicable
Representation Date, did not, and will not contain an untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
provided, however, that the representations and warranties in
this subsection shall not apply to statements in or omissions
from the Registration Statement or Prospectus made in reliance
upon and in conformity with information furnished to the Company
in writing by any Underwriter through you expressly for use in
the Registration Statement or Prospectus or to that part of the
Registration Statement which shall constitute the Statement of
Eligibility and Qualification under the 1939 Act (Form T-1), of
the Trustee under the Indenture.
(b) The documents incorporated by reference in the
Prospectus, at the time they were or hereafter are filed with
the Commission, complied and will comply in all material
respects with the requirements of the 1934 Act and the rules and
regulations thereunder, and, when read together with the other
information in the Prospectus, at the time the Registration
Statement and any amendments thereto become effective, will not
contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances
under which they are made, not misleading.
(c) The accountants who certified the financial statements
included in the Registration Statement are independent public
accountants as required by the 1933 Act and the Regulations.
(d) The financial statements incorporated by reference in
the Registration Statement and Prospectus present fairly the
financial position of the Company and its consolidated
subsidiaries as of the dates indicated and the results of their
operations for the periods specified; said financial statements
have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis, except as
otherwise stated therein, during the periods involved.
(e) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, except
as otherwise stated therein or contemplated thereby, (A) there
has been no material adverse change in the condition, financial
or otherwise, of the Company and its subsidiaries considered as
one enterprise, whether or not arising in the ordinary course of
business and (B) there have been no material transactions
entered into by the Company or any of its subsidiaries other
than those in the ordinary course of business.
(f) Neither the Company nor any of its subsidiaries is in
violation of its certificate of incorporation or in default in
the performance or observance of any material obligation,
agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other
instrument to which it or any of them is a party or by which it
or any of them or their properties may be bound; and the
execution and delivery of this Agreement, the Indenture and each
Terms Agreement, the incurrence of the obligations herein and
therein set forth and the consummation of the transactions
contemplated herein and therein will not conflict with or
constitute a breach of, or default under, the certificate of
incorporation or by-laws of the Company or any bond, debenture,
note or other evidence of indebtedness or any contract,
indenture, mortgage, loan agreement or lease to which the
Company or any of its subsidiaries is a party or by which it may
be bound, by any law, administrative regulation or court decree.
(g) The Securities have been duly authorized for issuance
and sale pursuant to this Agreement (or will have been so
authorized prior to each issuance of Securities) and, when
issued, authenticated and delivered pursuant to the provisions
of this Agreement and of the Indenture against payment of the
consideration therefor in accordance with this Agreement, the
Securities will constitute valid and legally binding obligations
of the Company enforceable in accordance with their terms,
except as enforcement thereof may be limited by bankruptcy,
insolvency or other laws affecting enforcement of creditors'
rights and will be entitled to the benefits provided by the
Indenture, which will be substantially in the form heretofore
delivered to you.
Any certificate signed by any officer of the Company and
delivered to you or counsel for the Underwriters in connection
with an offering of Securities shall be deemed a representation
and warranty by the Company, as to the matters covered thereby,
to each Underwriter participating in such offering.
Section 2. Purchase and Sale. The several commitments
of the Underwriters to purchase Securities pursuant to any Terms
Agreement shall be deemed to have been made on the basis of the
representations and warranties herein contained and shall be
subject to the terms and conditions herein set forth.
Payment of the purchase price for, and delivery of, any
Securities to be purchased by the Underwriters shall be made at
the offices of Cahill Gordon & Reindel, 80 Pine Street, New
York, New York 10005, or at such other place as shall be agreed
upon by you and the Company, at 9:00 A M., New York City time,
on the third (fourth, if the pricing occurs after 4:30 P.M.
(Eastern Time) on any given day) business day (unless postponed
in accordance with the provisions of Section 10) following the
date of the applicable Terms Agreement or such other time as
shall be agreed upon by you and the Company (each such time and
date being referred to as a "Closing Time"). Payment shall be
made to the Company by certified or official bank check or
checks in New York Clearing House or similar next day funds
payable to the order of the Company against delivery to you for
the respective accounts of the Underwriters of the Securities to
be purchased by them. Such Securities shall be in such
denominations and registered in such names as you may request in
writing at least two business days prior to the applicable
Closing Time. Such Securities, which may be in temporary form,
will be made available for examination and packaging by you on
or before the first business day prior to Closing Time.
If authorized by the applicable Terms Agreement, the
Underwriters named therein may solicit offers to purchase
Securities from the Company pursuant to delayed delivery
contracts ("Delayed Delivery Contracts") substantially in the
form of Exhibit B hereto with such changes therein as the
Company may approve. As compensation for arranging Delayed
Delivery Contracts, the Company will pay to you at Closing Time,
for the accounts of the Underwriters, a fee equal to that
percentage of the principal amount of Securities for which
Delayed Delivery Contracts are made at Closing Time as is
specified in the applicable Terms Agreement. Any Delayed
Delivery Contracts are to be with institutional investors of the
types set forth in the Prospectus. At Closing Time the Company
will enter into Delayed Delivery Contracts (for not less than
the minimum principal amount of Securities per Delayed Delivery
Contract specified in the applicable Terms Agreement) with all
purchasers proposed by the Underwriters and previously approved
by the Company as provided below, but not for an aggregate
principal amount of Securities in excess of that specified in
the applicable Terms Agreement. The Underwriters will not have
any responsibility for the validity of performance of Delayed
Delivery Contracts.
You are to submit to the Company, at least three business days
prior to Closing Time, the names of any institutional investors
with which it is proposed that the Company will enter into
Delayed Delivery Contracts and the principal amount of
Securities to be purchased by each of them, and the Company will
advise you, at least two business days prior to Closing Time, of
the names of the institutions with which the making of Delayed
Delivery Contracts is approved by the Company and the principal
amount of Securities to be covered by each such Delayed Delivery
Contract.
The principal amount of Securities agreed to be purchased by the
respective Underwriters pursuant to the applicable Terms
Agreement shall be reduced by the principal amount of Securities
covered by Delayed Delivery Contracts as to each Underwriter as
set forth in a written notice delivered by you to the Company;
provided, however, that the total principal amount of Securities
to be purchased by all Underwriters shall be the total amount of
Securities covered by the applicable Terms Agreement, less the
principal amount of Securities covered by Delayed Delivery
Contracts.
Section 3. Covenants of the Company. The Company
covenants with you, and with each Underwriter participating in
the applicable offering of Securities, as follows:
(a) Immediately following the execution of each
Terms Agreement, the Company will prepare a Prospectus
Supplement setting forth the principal amount of Securities
covered thereby and their terms not otherwise specified in the
Indenture, the names of the Underwriters participating in the
offering and the principal amount of Securities which each
severally has agreed to purchase, the names of any Underwriters
acting as co-managers with you in connection with the offering,
the price at which the Securities are to be purchased by the
Underwriters from the Company, the initial public offering
price, the selling concession and reallowance, if any, any
delayed delivery arrangements, and such other information as you
and the Company deem appropriate in connection with the offering
of the Securities. The Company will promptly transmit copies of
the Prospectus Supplement to the Commission for filing pursuant
to Rule 424 of the Regulations and will use its best efforts to
furnish to the Underwriters named therein as many copies of the
Prospectus and such Prospectus Supplement as the Underwriters
shall reasonably request, prior to 10:00 a.m. New York City time
on the business day next succeeding the date of the applicable
Terms Agreement. Thereafter, the Company will furnish to the
Underwriters as many copies of the Prospectus and the Prospectus
Supplement as the Underwriters may from time to time reasonably
request.
(b) If at any time when the Prospectus is
required by the 1933 Act to be delivered in connection with
sales of the Securities any event shall occur or condition exist
as a result of which it is necessary, in the opinion of your
counsel or counsel for the Company, to further amend or
supplement the Prospectus in order that the Prospectus will not
include an untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein not
misleading in the light of circumstances existing at the time it
is delivered to a purchaser or if it shall be necessary, in the
opinion of either such counsel, at any such time to amend or
supplement the Registration Statement or the Prospectus in order
to comply with the requirements of the 1933 Act or the
Regulations, the Company will promptly prepare and file with the
Commission such amendment or supplement, whether by filing
documents pursuant to the 1934 Act or otherwise, as may be
necessary to correct such untrue statement or omission or to
make the Registration Statement comply with such requirements.
(c) The Company will make generally available to
its security holders, in each case as soon as practicable,
earnings statements (in form complying with the provisions of
Rule 158 under the 1933 Act), covering (i) a twelve month period
beginning not later than the first day of the Company's fiscal
quarter next following the effective date of the Registration
Statement and (ii) a twelve month period beginning not later
than the first day of the Company's fiscal quarter next
following the date of each Terms Agreement and each filing under
the 1934 Act of an annual report of the Company on Form
10-K.
(d) The Company will give you notice of its
intention to file any amendment to the Registration Statement or
any amendment or supplement to the Prospectus, whether pursuant
to the 1934 Act, the 1933 Act, or otherwise, will furnish you
with copies of any such amendment or supplement or other
documents proposed to be filed a reasonable time in advance of
filing, and will not file any such amendment or supplement or
other documents in a form in which you or your counsel shall
reasonably object.
(e) The Company will notify each of you
immediately, and confirm the notice in writing, (i) of the
effectiveness of any amendment to the Registration Statement,
(ii) of the mailing or the delivery to the Commission for filing
of any supplement to the Prospectus or any document to be filed
pursuant to the 1934 Act, (iii) of the receipt of any comments
from the Commission with respect to the Registration Statement,
the Prospectus or any Prospectus Supplement, (iv) of any request
by the Commission for any amendment to the Registration
Statement or any amendment or supplement to the Prospectus or
for additional information, and (v) of the issuance by the
Commission of any order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for
that purpose. The Company will make every reasonable effort to
prevent the issuance of any stop order and, if any stop order is
issued, to obtain the lifting thereof at the earliest possible
moment.
(f) The Company will deliver to you as many
signed and conformed copies of the registration statement (as
originally filed) and of each amendment thereto (including
exhibits filed therewith or incorporated by reference therein
and documents incorporated by reference in the Prospectus) as
you may reasonably request and will also deliver to you a
conformed copy of the Registration Statement and each amendment
thereto for each of the Underwriters.
(g) The Company will endeavor, in cooperation
with you, to qualify the Securities for offering and sale under
the applicable securities laws of such states and other
jurisdictions of the United States as you may designate, and
will maintain such qualifications in effect for as long as may
be required for the distribution of the Securities; provided,
however, that the Company shall not be obligated to file any
general consent to service or to qualify as a foreign
corporation or as a dealer of securities in any jurisdiction in
which it is not so qualified. In each jurisdiction in which the
Securities have been qualified as above provided, the Company
will file such statements and reports as may be required by the
laws of such jurisdiction.
(h) The Company, during the period when the
Prospectus is required to be delivered under the 1933 Act, will
file promptly all documents required to be filed with the
Commission pursuant to Section 13 or 14 of the 1934 Act.
(i) Between the date of any Terms Agreement and
termination of any trading restrictions as notified by you to
the Company or Closing Time, whichever is later, with respect to
the Securities covered thereby, the Company will not, without
your prior consent, offer or sell, or enter into any agreement
to sell, any debt securities of the Company with a maturity of
more than one year, including additional Securities.
(j) The Company will for a period of five years
from the effective date of the Registration Statement furnish
direct to you and to each Underwriter participating in the
applicable offering of Securities, upon request, as soon as the
same shall be sent to stockholders, copies of any annual or
interim reports of the Company to its stockholders, and it will
also furnish you, upon request, the following:
(1) as soon as available, copies of any report
which the Company shall file with the Commission or mail to
stockholders; and
(2) such other information as you may reasonably
request which affects the holders of the applicable Securities.
Section 4. Conditions of Underwriters' Obligations.
The obligations of the Underwriters to purchase Securities
pursuant to any Terms Agreement are subject to the accuracy of
and compliance with the representations and warranties of the
Company herein contained, to the accuracy of the statements of
the Company's officers made in any certificate furnished
pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following
conditions:
(a) At the applicable Closing Time (i) no stop
order suspending the effectiveness of the Registration Statement
shall have been issued under the 1933 Act or proceedings
therefor initiated or threatened by the Commission, (ii) the
rating assigned by any nationally recognized securities rating
agency to any debt securities or preferred stock of the Company
as of the date of the applicable Terms Agreement shall not have
been lowered since that date nor shall any such rating agency
have publicly announced that it has placed any debt securities
or preferred stock of the Company on what is commonly termed a
"watch list" for possible downgrading and (iii) there shall not
have come to your attention any facts that would cause you to
believe that the Prospectus, together with the applicable
Prospectus Supplement, at the time it was required to be
delivered to a purchaser of the Securities, contained an untrue
statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in light of
the circumstances existing at such time, not misleading.
(b) At the applicable Closing Time you shall
have received:
(1) The favorable opinion, dated as of the
applicable Closing Time of Wendell L. Willkie, II, Esq., Senior
Vice President and General Counsel of the Company, in form and
substance satisfactory to such of you as may be named in the
applicable Terms Agreement, to the effect that:
(i) The Company has been incorporated in
accordance with, and is validly existing as a corporation in
good standing under, the laws of the State of Delaware.
(ii) The Company has corporate power and
authority to own, lease and operate its properties and conduct
its business as described in the Registration Statement.
(iii) The Company is qualified as a foreign
corporation to transact business and is in good standing in each
jurisdiction in which the conduct of its business requires such
qualification; and each wholly-owned subsidiary of the Company
has been organized in accordance with, and is validly existing
and in good standing under, the laws of its jurisdiction of
incorporation.
(iv) This Agreement, the applicable Terms
Agreement, and the Delayed Delivery Contracts, if any, have been
authorized, executed and delivered by the Company.
(v) The Indenture has been authorized,
executed and delivered by the Company and constitutes the valid
and binding agreement of the Company, enforceable in accordance
with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws relating to or affecting
enforcement of creditors' rights.
(vi) The Securities covered by the
applicable Terms Agreement are in the form contemplated by the
Indenture, have been authorized by all necessary corporate
action and, when executed and authenticated as specified in the
Indenture and delivered against payment pursuant to this
Agreement, as supplemented by the applicable Terms Agreement,
will be valid and binding obligations of the Company,
enforceable in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency or
other laws relating to or affecting enforcement of creditors'
rights and will be entitled to the benefits of the Indenture.
(vii) The Indenture and the Securities
covered by the applicable Terms Agreement conform in all
material respects to the descriptions thereof in the Prospectus
and the applicable Prospectus Supplement.
(viii) The Indenture is qualified under the
1939 Act.
(ix) The Registration Statement is effective
under the 1933 Act and, to the best of the knowledge and
information of such counsel, no proceedings for a stop order
have been instituted or threatened under Section 8(d) of the
1933 Act.
(x) The Registration Statement (other than
the financial statements included therein, as to which no
opinion need be rendered) appeared on its face to be
appropriately responsive in all material respects to the
requirements of the 1933 Act, the 1939 Act, and the Regulations,
and nothing has come to the attention of such counsel that would
lead such counsel to believe that the Registration Statement, at
the time it became effective, or if an amendment to the
Registration Statement or an annual report on Form 10-K has been
filed by the Company with the Commission subsequent to the
effectiveness of the Registration Statement, then at the time of
the most recent such filing, contained an untrue statement of a
material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading or that the Prospectus, as of its date or as amended
or supplemented at Closing Time, contained or contains an untrue
statement of a material fact or omits to state a material fact
necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.
(xi) Each document, if any, filed pursuant
to the 1934 Act (other than the financial statements included
therein, as to which no opinion need be rendered) and
incorporated by reference in the Prospectus, appeared on its
face to be appropriately responsive when so filed in all
material respects with the 1934 Act and the rules and
regulations thereunder (the "1934 Act Regulations").
(xii) To the best of the knowledge and
information of such counsel, there are no contracts, indentures,
mortgages, loan agreements, leases or other documents of a
character required to be filed as exhibits to the Registration
Statement other than those filed or incorporated by reference as
exhibits to the Registration Statement.
(xiii) To the best of the knowledge and
information of such counsel, there are no legal or governmental
proceedings pending or threatened against the Company or any of
its subsidiaries which are required to be disclosed in the
Registration Statement, other than those discussed therein, and
the information set forth therein to the extent that it
constitutes matters of law or legal conclusions, has been
reviewed by such counsel and is correct; and
(xiv) The issuance of the Securities by the
Company will not conflict with or result in a breach of any of
the terms, conditions or provisions of any agreement or
instrument actually known to such counsel to which the Company
or any of its subsidiaries is a party or constitute a default
under any such agreement or instrument.
(2) The favorable opinion or opinions, dated as
of the applicable Closing Time, of Cahill Gordon & Reindel,
counsel for the Underwriters, with respect to the matters set
forth in (i) and (iv) to (x), inclusive, of subsection (b)(1) of
this Section.
(c)At the applicable Closing Time (i) there shall
not have been, since the date of the applicable Terms Agreement
or since the respective dates as of which information is given
in the Registration Statement and other than as contemplated
therein, any material adverse change in the condition, financial
or otherwise, or in the earnings, business affairs or business
prospects of the Company and its subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of
business; (ii) there shall not have been subsequent to the date
of the applicable Terms Agreement and transactions entered into
by the Company or any of its subsidiaries other than
transactions in the ordinary course of business or transactions
referred to in the Registration Statement or transactions which
are not material in relation to the Company and its subsidiaries
considered as one enterprise; (iii) since the date of the
applicable Terms Agreement neither the Company nor any of its
subsidiaries shall have sustained a loss of, or damage to, its
properties (whether or not insured) which would materially
adversely affect the business, operations, financial condition
or income of the Company and its subsidiaries considered as one
enterprise; and (iv) except as otherwise stated in the
Registration Statement and Prospectus, no action, suit or
proceeding, at law or in equity, shall be pending or to the
knowledge of the Company threatened against or affecting the
Company or any of its subsidiaries, and no proceedings shall be
pending or to the knowledge of the Company threatened against
the Company or any of its subsidiaries before or by any
governmental commission, board or other administrative agency,
wherein an unfavorable decision, ruling or finding would
materially adversely affect the business, operations, financial
condition or income of the Company and its subsidiaries
considered as one enterprise. Compliance with the provisions of
(i) to (iv), inclusive, of this subsection shall be evidenced by
a certificate of the Chairman, President and Chief Executive
Officer, an Executive Vice President, or a Senior Vice President
of the Company delivered to you at such Closing Time. Such
certificate shall also state that the other representations and
warranties contained in Section 1 hereof are true and correct
with the same effect as though such Closing Time were a
Representation Date.
(d) You shall have received from
PricewaterhouseCoopers LLP a letter, dated as of the applicable
Closing Time and delivered at such time, in form heretofore
agreed to (based upon the draft letter heretofore delivered).
(e) At the applicable Closing Time counsel for
the Underwriters shall have been furnished with such documents
and opinions as they may reasonably require for the purpose of
enabling them to pass upon the issuance and sale of the
Securities as herein contemplated and related proceedings or in
order to evidence the accuracy and completeness of any of the
representations and warranties, or the fulfillment of any of the
conditions, herein contained and all proceedings taken by the
Company in connection with the issuance and sale of the
Securities as herein contemplated shall be satisfactory in form
and substance to you and counsel for the Underwriters.
(f) The Company shall have complied with the
provisions of Section 3(a) hereof with respect to the furnishing
of prospectuses on the business day next succeeding the date of
the applicable Terms Agreement.
If any of the conditions specified in this Section shall
not have been fulfilled when and as required to be fulfilled,
the applicable Terms Agreement may be terminated by such of you
as may be named in such Terms Agreement by notice to the Company
at any time at or prior to the applicable Closing Time, and such
termination shall be without liability of any party to any other
party except as provided in Section 5.
Section 5. Payment of Expenses. The Company will pay
all expenses incident to the performance of its obligations
under this Agreement, including (i) the printing and filing of
the registration statement and all amendments thereto, and the
printing of this Agreement and each Terms Agreement, (ii) the
preparation, issuance and delivery of the Securities to the
Underwriters, (iii) the fees and disbursements of the Company's
counsel and accountants related to the registration statement
and prospectus and all amendments or supplements thereto, (iv)
the qualification of the Securities under securities laws in
accordance with the provisions of Section 3(g), including filing
fees and the fees and disbursements of counsel for the
Underwriters in connection therewith and in connection with the
preparation of any Blue Sky Survey and Legal Investment Survey,
(v) the printing and delivery to the Underwriters in quantities
as hereinabove stated of copies of the registration statement
and all amendments thereto, of the Registration Statement and
any amendments thereto, and of the Prospectus and any amendments
or supplements thereto, (vi) the printing and delivery to the
Underwriters of copies of the Indenture and any Blue Sky Survey
and Legal Investment Survey to be prepared by counsel for the
Underwriters, (vii) the fees of rating agencies and (viii) the
fees and expenses, if any, incurred in connection with the
listing of the Securities on the New York Stock Exchange.
If a Terms Agreement is terminated by such of you as are
named therein in accordance with the provisions of Section 4 or
clause (i) of Section 9, the Company shall reimburse the
Underwriters named in such Terms Agreement for all of their out-
of-pocket expenses, including the reasonable fees and
disbursements of counsel for the Underwriters.
Section 6. Indemnification. (a) The Company agrees to
indemnify and hold harmless each Underwriter and each person if
any, who controls any Underwriter within the meaning of Section
15 of the 1933 Act as follows:
(i) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, arising out of any
untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement (or any amendment
thereto), or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make
the statements therein not misleading or arising out of any
untrue statement or alleged untrue statement of a material fact
contained in a preliminary prospectus or the Prospectus (or any
amendment or supplement thereto) or the omission or alleged
omission therefrom of a material fact necessary in order to make
the statements therein, in the light of the circumstances under
which they were made, not misleading, unless such untrue
statement or omission or such alleged untrue statement or
omission was made in reliance upon and in conformity with
written information furnished to the Company by any Underwriter
through you expressly for use in the Registration Statement (or
any amendment thereto) or any such preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) or was made
in reliance upon the Form T-1 of the Trustee under the
Indenture;
(ii) against any and all loss, liability, claim,
damage and expense whatsoever contemplated by this Section, as
incurred, to the extent of the aggregate amount paid in
settlement of any litigation or investigation or proceeding by
any governmental agency or body, commenced or threatened, or of
any claim whatsoever which, in any such case, is based upon any
such untrue statement or omission, or any such alleged untrue
statement or omission, if such settlement is effected with the
written consent of the Company; and
(iii) against any and all expense whatsoever, as
incurred (other than any fees and expenses of counsel described
in the fourth and fifth sentences of subsection (c) of this
Section 6) reasonably incurred in investigation preparing or
defending against any litigation or investigation or proceeding
by any governmental agency or body, commenced or threatened, or
any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to
the extent that any such expense is not paid under (i) or (ii)
above.
(b) Each Underwriter severally agrees to indemnify and
hold harmless the Company, each of its officers who signed the
Registration Statement, and each of its directors and each
person, if any, who controls the Company within the meaning of
Section 15 of the 1933 Act to the same extent as the foregoing
indemnity from the Company, but only with respect to statements
or omissions made in the Registration Statement (or any
amendment thereto) or a preliminary prospectus or the Prospectus
(or any amendment or supplement thereto) in reliance upon and in
conformity with information furnished to the Company in writing
by such Underwriter through you expressly for use in the
Registration Statement (or any amendment thereto) or any such
preliminary prospectus or the Prospectus (or any amendment or
supplement thereto).
(c) Each indemnified party shall give prompt notice to
each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure
to so notify an indemnifying party shall not relieve it from any
liability which it may have otherwise than on account of this
indemnity agreement. An indemnifying party may participate at
its own expense in the defense of such action. If it so elects
within a reasonable time after receipt of such notice, an
indemnifying party, jointly with any other indemnifying parties
receiving such notice, may assume the defense of such action
with counsel chosen by it and approved by the indemnified
parties defendant in such action, unless such indemnified
parties reasonably object to such assumption on the ground that
there may be legal defenses available to them which are
different from or in addition to those available to such
indemnifying party. If an indemnifying party assumes the
defense of such action, the indemnifying parties shall not be
liable for any fees and expenses of counsel for the indemnified
parties incurred thereafter in connection with such action. In
no event shall the indemnifying parties be liable for the fees
and expenses of more than one counsel for all indemnified
parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances.
Section 7. Contribution. In order to provide for just
and equitable contribution in circumstances in which the
indemnity agreement provided for in Section 6 is for any reason
held to be unavailable to the Underwriters other than in
accordance with its terms, the Company and the Underwriters of
each offering of Securities shall contribute to the aggregate
losses, liabilities, claims, damages and expenses of the nature
contemplated by said indemnity agreement incurred by the Company
and one or more of such Underwriters in respect of such offering
in such proportions as will reflect the relative benefits from
the offering of such Securities received by the Company on the
one hand and by such Underwriters on the other hand, provided
that if the Securities are offered by Underwriters at an initial
public offering price set forth in a Prospectus Supplement, the
relative benefits shall be deemed to be such that the
Underwriters shall be responsible for that portion of the
aggregate losses, liabilities, claims, damages and expenses
represented by the percentage that the underwriting discount
appearing in such Prospectus Supplement bears to the initial
public offering price appearing therein and the Company shall be
responsible for the balance; provided, however, that no person
guilty of fraudulent misrepresentation (within the meaning of
Section 11 (f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each
person, if any, who controls an Underwriter within the meaning
of Section 15 of the 1933 Act shall have the same rights to
contribution as such Underwriter, and each director of the
Company, each officer of the Company who signed the Registration
Statement, and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act shall have the
same rights to contribution as the Company. The Underwriters'
obligations to contribute as provided in this Section 7 are
several in proportion to their respective underwriting
commitments as set forth in the applicable Terms Agreement, and
not joint.
Section 8. Representations, Warranties and Agreements
to Survive Delivery. All representations, warranties and
agreements contained in this Agreement, or contained in
certificates of officers of the Company submitted pursuant
hereto, shall remain operative and in full force and effect,
regardless of any termination of this Agreement, or any
investigation made by or on behalf of any Underwriter or
controlling person, or by or on behalf of the Company, and shall
survive delivery of any Securities to the Underwriters.
Section 9. Termination. This Agreement may be
terminated for any reason at any time by either the Company or
you upon giving of thirty days' written notice of such
termination to the other party hereto. You may also terminate
such Terms Agreement, immediately upon notice to the Company, at
any time at or prior to the applicable Closing Time (i) if there
has been, since the date of such Terms Agreement or since the
respective dates as of which information is given in the
Registration Statement, any material adverse change in the
condition, financial or otherwise, of the Company and its
subsidiaries considered as one enterprise, or in the earnings,
business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, or (ii) if there has
occurred any outbreak or escalation of hostilities or other
calamity or crisis the effect of which on the financial markets
of the United States is such as to make it, in your judgment,
impracticable to market the Securities or enforce contracts for
the sale of the Securities, or (iii) if trading in the Common
Stock of the Company has been suspended by the Commission or a
national securities exchange, or if trading generally on either
the American Stock Exchange or the New York Stock Exchange has
been suspended, or minimum or maximum prices for trading have
been fixed, or maximum ranges for prices for securities have
been required, by either of said exchanges or by order of the
Commission or any other governmental authority, or if a banking
moratorium has been declared by either Federal or New York
authorities or (iv) if the rating assigned by any nationally
recognized securities rating agency to any debt securities or
preferred stock of the Company as of the time any applicable
Terms Agreement was entered into shall have been lowered since
that time or if any such rating agency shall have publicly
announced that it has placed any debt securities or preferred
stock of the Company on what is commonly termed a "watch list"
for possible downgrading. In the event of any such termination,
(x) the covenants set forth in Section 3 with respect to any
offering of Securities shall remain in effect so long as any
Underwriter owns any such Securities purchased from the Company
pursuant to the applicable Terms Agreement and (y) the covenant
set forth in Section 3(c), the provisions of Section 5, the
indemnity agreement set forth in Section 6, the contribution
provisions set forth in Section 7, and the provisions of
Sections 8 and 13 shall remain in effect.
Section 10. Default. If one or more of the Underwriters
participating in an offering of Securities shall fail at the
applicable Closing Time to purchase the Securities which it or
they are obligated to purchase hereunder and under the
applicable Terms Agreement (the "Defaulted Securities"), then
you shall have the right, within 24 hours thereafter, to make
arrangements for one or more of the nondefaulting Underwriters,
or any other underwriters, to purchase all, but not less than
all, of the Defaulted Securities in such amounts as may be
agreed upon and upon the terms herein set forth. If, however,
during such 24 hours you shall not have completed such
arrangements for the purchase of all of the Defaulted
Securities, then:
(a) if the aggregate principal amount of Defaulted
Securities does not exceed 10% of the aggregate principal amount
of the Securities to be purchased pursuant to such Terms
Agreement, the non-defaulting Underwriters named in such Terms
Agreement shall be obligated to purchase the full amount thereof
in the proportions that their respective underwriting
obligations hereunder bear to the underwriting obligations of
all such non-defaulting Underwriters, or
(b) if the aggregate principal amount of Defaulted
Securities exceeds 10% of the aggregate principal amount of the
Securities to be purchased pursuant to such Terms Agreement, the
applicable Terms Agreement shall terminate, without any
liability on the part of any non-defaulting Underwriter or the
Company.
No action taken pursuant to this Section shall relieve any
defaulting Underwriter from liability in respect of any default
of such Underwriter under this Agreement and the applicable
Terms Agreement.
In the event of a default by any Underwriter or
Underwriters as set forth in this Section, either you or the
Company shall have the right to postpone the applicable Closing
Time for a period not exceeding seven days in order that any
required changes in the Registration Statement or Prospectus or
in any other documents or arrangements may be effected.
Section 11. Notices. All notices and other
communications hereunder shall be in writing and shall be deemed
to have been duly given if mailed or transmitted by any standard
form of telecommunication. Notices to the Underwriters shall be
directed to you at 85 Broad Street, New York, New York 10004,
attention of Registration Department; notices to the Company
shall be directed and confirmed to it at 299 Park Avenue, New
York, New York 10171, attention of Wendell L. Willkie, II,
Senior Vice President and General Counsel.
Section 12. Parties. This Agreement shall inure to the
benefit of and be binding upon you and the Company, and any
Terms Agreement shall inure to the benefit of and be binding
upon the Company and any Underwriter who becomes a party to a
Terms Agreement, and their respective successors. Nothing
expressed or mentioned in this Agreement or a Terms Agreement is
intended or shall be construed to give any person, firm or
corporation, other than the parties hereto or thereto and their
respective successors and the controlling persons and officers
and directors referred to in Sections 6 and 7 and their heirs
and legal representatives, any legal or equitable right, remedy
or claim under or in respect of this Agreement or a Terms
Agreement or any provision herein or therein contained. This
Agreement and any Terms Agreement and all conditions and
provisions hereof or thereof are intended to be for the sole and
exclusive benefit of the parties and their respective successors
and said controlling persons and officers and directors and
their heirs and legal representatives, and for the benefit of no
other person, firm or corporation. No purchaser of Securities
from any Underwriter shall be deemed to be a successor by reason
merely of such purchase.
Section 13. Governing Law. This Agreement and each
Terms Agreement shall be governed by the laws of the State of
New York.
If the foregoing is in accordance with your understanding
of our agreement, please sign and return to us a counterpart
hereof, whereupon this instrument along with all counterparts
will become a binding agreement between you and us in accordance
with its terms.
Very truly yours,
WESTVACO CORPORATION
By
Senior Vice President
Confirmed and Accepted,
as of the date first above written:
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.
By: Goldman, Sachs & Co.
By:
Name:
Title:
Exhibit A
WESTVACO CORPORATION
Debt Securities
TERMS AGREEMENT
Dated: , 1999
To: WESTVACO CORPORATION
299 Park Avenue
New York, New York 10171
Re: Underwriting Agreement dated November 5, 1999.
Title of Security: % , .
Principal amount to be issued: $ .
Current ratings: A3 (Moody's); A- (Standard & Poor's).
Interest rate: % Payable: and , commencing
, .
Date of maturity: , .
Public offering price: % plus accrued interest from ,
.
Purchase price: % plus accrued interest from ,
(payable in next day funds).
Closing date and location: , ;
Cahill Gordon & Reindel, 80 Pine Street, 17th Floor, New York,
New York 10005.
Co-Managers: 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. and Salomon Smith Barney Inc.
Each Underwriter severally agrees, subject to the terms and
provisions of the above-referenced Underwriting Agreement, which
is incorporated herein in its entirety and made a part hereof,
to purchase the principal amount of Securities set forth
opposite its name.
Name Principal Amount
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 $
Redemption provisions: Redeemable at any time during twelve
month periods beginning , in
whole or in part, at redemption prices declining to par on and
after . Non-refundable prior to
through application of borrowed funds
having an interest cost of less than %.
Sinking fund requirements: $ per year
commencing ; option to increase by
additional $ per year.
Delayed Delivery Contracts:
Delivery Date:
Minimum Contract:
Maximum aggregate principal amount:
Fee:
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.
By: Goldman, Sachs & Co.
By:
Name:
Title:
Accepted:
WESTVACO CORPORATION
By
Senior Vice President
Exhibit B
WESTVACO CORPORATION
Debt Securities
DELAYED DELIVERY CONTRACT
[Date]
Westvaco Corporation
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attention:
Dear Sirs:
The undersigned hereby agrees to purchase from Westvaco
Corporation, a Delaware corporation (the "Company"), and the
Company agrees to sell to the undersigned on ,
1999 (the "Delivery Date"), principal amount of the
Company's % debt securities due (the "Securities"), offered
by the Company's Prospectus dated , 1999, as
supplemented by its Prospectus Supplement dated ,
1999, receipt of which is hereby acknowledged, at a purchase
price of % of the principal amount thereof, plus accrued
interest from , 1999, to the Delivery Date, and on
the further terms and conditions set forth in this contract.
Payment for the Securities which the undersigned has agreed
to purchase on the Delivery Date shall be made to the Company or
its order by certified or official bank check in New York
Clearing House funds, at the office of Goldman, Sachs & Co., 85
Broad Street, New York, New York 10004, on the Delivery Date,
upon delivery to the undersigned of the Securities to be
purchased by the undersigned in definitive form and in such
denominations and registered in such names as the undersigned
may designate by written or telegraphic communication addressed
to the Company not less than five full business days prior to
the Delivery Date.
The obligation of the undersigned to take delivery of and
make payment for Securities on the Delivery Date shall be
subject only to the conditions that (1) the purchase of
Securities to be made by the undersigned shall not on the
Delivery Date be prohibited under the laws of the jurisdiction
to which the undersigned is subject and (2) the Company, on or
before , 1999, shall have sold to the Underwriters
of the Securities (the "Underwriters") such principal amount of
the Securities as is to be sold to them pursuant to the Terms
Agreement dated , 1999, between the Company and the
Underwriters. The obligation of the undersigned to take
delivery of and make payment for Securities shall not be
affected by the failure of any purchaser to take delivery of and
make payment for Securities pursuant to other contracts similar
to this contract. The undersigned represents and warrants to
you that its investment in the Securities is not, as of the date
hereof, prohibited under the laws of any jurisdiction to which
the undersigned is subject and which govern such investment.
Promptly after completion of the sale to the Underwriters,
the Company will mail or deliver to the undersigned at its
address set forth below notice to such effect, accompanied by a
copy of the opinion of counsel for the Company delivered to the
Underwriters in connection therewith.
By the execution hereof, the undersigned represents and
warrants to the Company that all necessary corporate action for
the due execution and delivery of this contract and the payment
for and purchase of the Securities has been taken by it and no
further authorization or approval of any governmental or other
regulatory authority is required for such execution, delivery,
payment or purchase, and that, upon acceptance hereof by the
Company and mailing or delivery of a copy as provided below,
this contract will constitute a valid and binding agreement of
the undersigned in accordance with its terms.
This contract will inure to the benefit of and be binding
upon the parties hereto and their respective successors, but
will not be assignable by either party hereto without the
written consent of the other.
It is understood that the Company will not accept Delayed
Delivery Contracts for an aggregate principal amount of
Securities in excess of $ and that the acceptance
of any Delayed Delivery Contract is in the Company's sole
discretion and, without limiting the foregoing, need not be on a
first- come, first-served basis. If this contract is acceptable
to the Company, it is requested that the Company sign the form
of acceptance on a copy hereof and mail or deliver a signed copy
hereof to the undersigned at its address set forth below. This
will become a binding contract between the Company and the
undersigned when such copy is so mailed or delivered.
This agreement shall be governed by the laws of the State
of New York.
Yours very truly,
(Name of Purchaser)
By
(Title)
(Address)
Accepted
as of the date first above written.
WESTVACO CORPORATION
By
PURCHASER--PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone number of the representative of the
Purchaser with whom details of delivery on the Delivery Date may
be discussed is as follows: (Please print.)
Telephone No.
Name (Including Area
Code)
Exhibit 4(b)(1)
[Form of 6.85% Note due 2004]
WESTVACO CORPORATION
CUSIP: 961548 AT 1
No. $200,000,000
WESTVACO CORPORATION, a Delaware corporation (hereinafter
called the "Company", which term includes any successor
corporation under the Indenture herienafter referred to), for
value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of TWO HUNDRED MILLION
Dollars on November 15, 2004, and to pay interest thereon from
November 10, 1999, or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-
annually on May 15 and November 15 in each year commencing 2000,
at the rate of 6.85% per annum, until the principal hereof is
paid or made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the May 1
or November 1 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and
interest on this Security will be made at the offices or
agencies of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of
interest may be made by check drawn upon any Paying Agent and
mailed on or prior to an Interest Payment Date to the address of
the Person entitled thereto as such address shall appear in the
Security Register.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof,
directly or through an authenticating agent, by the manual
signature of an authorized officer, this Security shall not be
entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated:
WESTVACO CORPORATION
[Seal]
By:___________________________
President and Chief
Executive Officer
Attest:______________________
Vice President
and Secretary
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK
as Trustee
By: ________________________________
Authorized Signatory
[REVERSE OF SECURITY]
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an
Indenture, dated as of March 1, 1983 (herein called the
"Indenture"), between the Company and Irving Trust Company, as
Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and
the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face
hereof, limited in aggregated principal amount to $200,000,000.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66-2/3% in principal amount of the
Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount
of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of
the Company in any place where the principal of (and premium, if
any) and interest on this Security are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities of this
series, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and
any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal
amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration
of transfer or exchange, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription
on the face of this instrument, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT - _______________Custodian ________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
_______________________
(State)
Additional abbreviations may also be used though not in the
above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
_____________________________________________________________
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
(Please print or typewrite name and address
including postal zip code, of assignee)
the within Security and all rights thereunder, hereby
irrevocably constitutes and appoints
________________________________________________________________
________________________________________________________________
________________________________________________________________
to transfer said Security on the books of the Company, with full
power of substitution in the premises.
Dated: ______________________ _____________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the face
of the within instrument in every
particular, without alteration or
enlargement or any change
whatsoever.
Exhibit 4(b)(2)
[Form of 7.10% Note due 2009]
WESTVACO CORPORATION
CUSIP: 961548 AU 8
No. $200,000,000
WESTVACO CORPORATION, a Delaware corporation (hereinafter
called the "Company", which term includes any successor
corporation under the Indenture herienafter referred to), for
value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of TWO HUNDRED MILLION
Dollars on November 15, 2009, and to pay interest thereon from
November 10, 1999, or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-
annually on May 15 and November 15 in each year commencing 2000,
at the rate of 7.10% per annum, until the principal hereof is
paid or made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the May 1
or November 1 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and
interest on this Security will be made at the offices or
agencies of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of
interest may be made by check drawn upon any Paying Agent and
mailed on or prior to an Interest Payment Date to the address of
the Person entitled thereto as such address shall appear in the
Security Register.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof,
directly or through an authenticating agent, by the manual
signature of an authorized officer, this Security shall not be
entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated:
WESTVACO CORPORATION
By:___________________________
[Seal]
Attest:
____________________________
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK
as Trustee
By:___________________________
[REVERSE OF SECURITY]
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an
Indenture, dated as of March 1, 1983 (herein called the
"Indenture"), between the Company and Irving Trust Company, as
Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and
the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face
hereof, limited in aggregated principal amount to $200,000,000.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66-2/3% in principal amount of the
Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount
of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of
the Company in any place where the principal of (and premium, if
any) and interest on this Security are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities of this
series, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and
any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal
amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration
of transfer or exchange, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription
on the face of this instrument, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN -as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT - _______________Custodian ________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
_______________________
(State)
Additional abbreviations may also be used though not in the
above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
_____________________
_____________________
________________________________________________________________
________________________________________________________________
(Please print or typewrite name and address including postal zip
code, of assignee)
the within Security and all rights thereunder, hereby
irrevocably constitutes and appoints
________________________________________________________________
______
________________________________________________________________
______
________________________________________________________________
______
to transfer said Security on the books of the Company, with full
power of substitution in the premises.
Dated: ______________________ _____________________________
NOTICE: The signature to this
assignment must correspond
with the name as written upon
the face of the within
instrument in every
particular, without alteration
or enlargement or any change
whatsoever.
Exhibit 4(c)
CERTIFICATION
I, JOHN W. HETHERINGTON, certify that I am the duly elected
and qualified Vice President and Secretary of Westvaco
Corporation, a corporation organized and existing under the laws
of the State of Delaware, and that the following is true and
correct copy of a certain resolution duly adopted at a meeting
of the Board of Directors thereof, convened and held in
accordance with the Bylaws of said corporation on the 27th day
of April, 1999, and that such resolution is now in full force
and effect:
RESOLVED that the Corporation authorize the
issuance of up to $600,000,000 of debt
securities, which may be designated as either
debentures or notes (the "Securities"), in
either a single borrowing or a series of
borrowings, on such terms as shall be
hereafter determined by the officers of the
Corporation referred to below.
FURTHER RESOLVED that the Chairman, President,
or Chief Executive Officer of the corporation,
together with the Executive or any Senior Vice
President, are authorized to approve on behalf
of the corporation for each borrowing (1) the
principal amount of and the interest rate to
be borne by the Securities, the maturity date
thereof, and the redemption and sinking fund
provisions, if any, thereof; (2) the choice of
underwriters; (3) the price to be paid for the
Securities by the Underwriters; (4) the date
on which such Securities shall be issued and
sold; and (5) any other prices, terms or
conditions as the above officers in their sole
discretion may deem necessary or advisable.
FURTHER RESOLVED that the corporation shall
file a Registration Statement with the
Securities and Exchange Commission on such
form as the Chairman, President, Chief
Executive Officer, Executive or any Senior
Vice President of the corporation, may
approve.
FURTHER RESOLVED that the Chairman, President,
Chief Executive Officer, Executive or any
Senior Vice President of the corporation, is
authorized to execute, in the name and on
behalf of the corporation, and to cause to be
filed with the Securities and Exchange
Commission, such amendments, supplements and
stickers to such Registration Statement as the
executing officers may deem necessary or
advisable.
FURTHER RESOLVED that the Chairman, President,
Chief Executive Officer, Executive or any
Senior Vice President of the corporation, is
authorized to execute, in the name and on
behalf of the corporation and under its
corporate seal attested by its Secretary or
any Assistant Secretary and to deliver, any
Indentures or Supplemental Indentures
(collectively, the "Indentures"), Purchase or
Underwriting Agreements or other documents
relating to the issuance and sale of such
Securities, and the aforementioned officers
are authorized to approve on behalf of the
corporation the forms, terms and provisions of
such documents.
FURTHER RESOLVED that the Chairman, President,
Chief Executive Officer, Executive or any
Senior Vice President of the corporation, is
authorized in the name of and on behalf of the
corporation to appoint a bank or trust company
having an office in the City and State of New
York as Trustee, Registrar and Transfer Agent
for such Securities and that such bank or
trust company is designated and appointed as
the office or agency of the corporation in
such Borough of Manhattan where notices and
demands to or upon the corporation in respect
to its Securities, may be served and where the
Securities may be presented for payment.
FURTHER RESOLVED that the Chairman, President,
Chief Executive Officer, Executive or any
Senior Vice President of the corporation, is
authorized by his manual or facsimile
signature to execute, in the name and on
behalf of the corporation and under its
corporate seal or a facsimile thereof,
attested by the manual or facsimile signature
of its Secretary or any Assistant Secretary,
not in excess of $600,000,000 aggregate
principal amount of such Securities, in fully
registered form in denominations of $1,000 or
any multiple thereof and the Chairman,
President, Chief Executive Officer, Executive
or any Senior Vice President of the
corporation are, and each of them is, further
authorized to request the Trustee under such
Indentures to authenticate and deliver such
Securities as provided in such Indentures.
FURTHER RESOLVED that the Chairman, President,
Chief Executive Officer, Executive or any
Senior Vice President of the corporation, is
authorized, if deemed desirable, to list on
the New York Stock Exchange or any other
exchange or exchanges all or part of the
$600,000,000 aggregate principal amount of the
Securities of the corporation; and the
Chairman, President, Chief Executive Officer,
Executive or any Senior Vice President of the
corporation, are, and each of them is,
authorized to execute in the name and on
behalf of the corporation and (1) Applications
for listing the Securities on the New York
Stock Exchange or any other exchange or
exchanges including documents relating to any
regulatory requirements pertaining thereto;
and (2) other documents or agreements which
may be necessary or desirable (in the opinion
of the executing officer as evidenced by the
execution) to effect such listing; and to
appear on behalf of the corporation, if
required, before any committee on listing of
any such exchange; and
FURTHER RESOLVED that the Chairman, President,
Chief Executive Officer, Executive or any
Senior Vice President of the corporation, is
authorized to execute in the name and on
behalf of the corporation and under its
corporate seal or otherwise and to deliver any
and all instruments and documents in
connection with the issuance and sale of the
Securities, and to take such other action as
he in his sole discretion deem necessary or
advisable to effectuate the issuance and sale
of the Securities.
IN WITNESS WHEREOF, I have affixed my name as Vice
President and Secretary and have caused the corporate
seal of said Corporation to be thereunto affixed, this
11th day of November 1999.
John W. Hetherington
Vice President and Secretary
