UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WESTVACO CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-1466285
(State of Incorporation) (I.R.S. Employer Identification No.)
299 PARK AVENUE
NEW YORK, NY 10171
(Address of Principal Executive Offices/Zip Code)
WESTVACO CORPORATION
1999 SALARIED EMPLOYEE
STOCK INCENTIVE PLAN
(Full Title of the Plan)
JOHN W. HETHERINGTON
VICE PRESIDENT, ASSISTANT GENERAL COUNSEL AND SECRETARY
WESTVACO CORPORATION
299 PARK AVENUE
NEW YORK, NEW YORK 10171
Telephone: 212-688-5000
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered Maximum Maximum Registration
Offering Price Aggregate Fee (3)
per Share (2) Offering
Price
Common Stock, 5,000,000 $29.50 $147,000,000 $41,005
par value $5.00 shares (1)
per share
(1) Such number of shares of Westvaco Corporation Common Stock (the "Common
Stock") as may be purchased for employees participating in the Westvaco
Corporation 1999 Salaried Employee Stock Incentive Plan ("the Plan")
whether purchased directly from Westvaco Corporation (the "Company"
or "Registrant"), on the open market or privately as set forth in the
Plan, subject to adjustment for stock splits or other forms of
recapitalization.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to paragraphs (c) and (h) of Rule 457 under the Securities
Act of 1933 (the "Securities Act") on the basis of the average of the
high and low sale prices for a share of the Common Stock of the
Company on the New York Stock Exchange on September 13, 1999.
(3) The registration fee has been calculated pursuant to Section 6(b) of
the Securities Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
The information called for in Part I of Form S-8 will be distributed to
participants in the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
a) The latest Annual Report on Form 10-K of Westvaco Corporation for the
fiscal year ended October 31, 1998.
b) The Quarterly Report on Form 10-Q of Westvaco Corporation for the
fiscal quarter ended January 31, 1999.
c) The Quarterly Report on Form 10-Q of Westvaco Corporation for the
fiscal quarter ended April 30, 1999.
d) The Quarterly Report on Form 10-Q of Westvaco Corporation for the
fiscal quarter ended July 31, 1999.
e) The description of Common Stock of Westvaco Corporation contained in the
Company's Registration Statement filed pursuant to Section 12 of the
Securities Exchange Act of 1934 (the "Exchange Act") including any
amendment or report filed for the purpose of updating such description.
f) All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in the registration
statement and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The audited financial statements included or incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended October 31, 1998,
which have been incorporated herein by reference, have been audited by
PricewaterhouseCoopers LLP, independent public accountants, as indicated
in their report dated November 16, 1998, and which is also incorporated
by reference herein in reliance upon the authority of that firm as experts
in accounting and auditing in giving such reports.
The legality of the issuance of the shares offered hereby has been passed
upon for the Company by Wendell L. Willkie, II, Esq., Senior Vice President
and General Counsel of the Company by a letter dated September 16, 1999.
Mr. Willkie is the beneficial owner of shares of Common Stock of the Company
held in trust under the Westvaco Corporation Savings and Investment Plan
for Salaried Employees and the recipient of stock options granted by the
company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article II, Section 14 of the Company's Bylaws provides as follows:
"Each director, officer and employee, past or present, of the Corporation,
and each person who serves or may have served at the request of the
Corporation as a director, officer or employee of another corporation and
their respective heirs, administrators and executors, shall be indemnified
by the Corporation in accordance with, and to the fullest extent provided
by, the provisions of the General Corporation Law of the State of Delaware
as it may from time to time be amended. Each agent of the Corporation and
each person who serves or may have served at the request of the Corporation
as an agent of another corporation, or as an employee or agent of any
partnership, joint venture, trust or other enterprise may, in the
discretion of the Board of Directors, be indemnified by the Corporation to
the same extent as provided herein with respect to directors, officers and
employees of the Corporation."
In pertinent part, Section 145 the Delaware Corporation Law provides:
"A corporation shall have power to indemnify any person by reason of the fact
that the person is or was a director, officer, employee or agent of the
corporation...against expenses (including attorneys' fees), judgments, fines
and amounts paid in...connection with [a lawsuit] if the person acted in
good faith and in manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful."
Together, the Company's Bylaws, Charter and the applicable Delaware
Corporation Law protect directors and officers for actions taken in their
respective Company capacities in certain circumstances. In the event and
to the extent that a director or officer is successful in the defense of
any action, he or she would be entitled to full reimbursement of all
expenses (including attorneys' fees) actually and reasonably incurred. If
a person covered by the Company's indemnification provisions either settles
or loses any action (other than an action brought by or on behalf of the
Company) that person would be entitled to have such expenses and amounts paid
to settle the claim or satisfy a judgment or fine reimbursed only if (1) a
court so directs or (2) disinterested directors, an independent counsel or
the stockholders find that he or she acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests
of the Company and with respect to criminal actions not believed to be
unlawful. The Company has also entered into agreements with each of its
officers and directors providing them with a right of indemnification.
Delaware Corporation Law allows the Company to insure directors and officers
against some liabilities, such as judgments or amounts paid in settlement
of derivative actions, for which indemnification is not permitted.
The Company has purchased one or more insurance policies insuring its
officers and directors against certain liabilities, including liabilities
under the Securities Act, and insuring the Company against any payment
which it is obligated to make to such persons under the indemnification
provisions of its Bylaws. Neither the insurance, nor the Bylaw nor Charter
provisions are designed to cover losses brought about or contributed to by
dishonest acts or losses in which the individual gained a personal profit.
Furthermore, there are exclusions in the insurance for improprieties such
as lander and libel, fraudulent or self-serving acts and violations of
Section 16(b) of the Exchange Act which result in personal gain to the
officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT 4 Instruments defining the rights of security holders, including
indentures:
(a) Amended and Restated Certificate of Incorporation for Westvaco
Corporation dated April 1997 previously filed as Exhibit 3(i) to the
Company's Annual Report on Form 10-K for the fiscal year ended October 31,
1997, File No. 1-3013, incorporated herein by reference.
(b) Amended and Restated Credit Agreement dated as of September 19, 1997,
among Westvaco Corporation, the bank signatories listed therein, Morgan
Guaranty Trust Company of New York, as Administrative Agent,
Documentation Agent and Co-Agent and The Bank of New York, as Syndication
Agent and Co-Agent, previously filed as Exhibit 4(a) to the Company's
Form 10-K for the fiscal year ended October 31, 1997, File No. 1-3013,
incorporated herein by reference.
(c) Form of Indenture, dated as of March 1, 1983, between Westvaco Corporation
and The Bank of New York (formerly Irving Trust Company), as trustee,
previously filed as Exhibit 2 to the Company's Registration Statement
on Form 8-A, File No. 1-3013, dated January 24, 1984, incorporated
herein by reference.
(d) Rights Agreement dated as of September 23, 1997, between Westvaco
Corporation and The Bank of New York previously filed as Exhibit 1 to
the Company's Form 8-A dated October 31, 1997, File No. 1-3013,
incorporated herein by reference.
(e) Indentures with respect to other long-term debt, none of which exceeds
10 percent of the total assets of the Company and its subsidiaries on a
consolidated basis, are not attached. (The Company agrees to furnish a
copy of such documents to the Securities and Exchange Commission upon
request.)
EXHIBIT 5 Opinions re legality
Opinion of Legal Counsel, Wendell L. Willkie, II, Esq., dated September 16,
1999.
EXHIBIT 15 Letter re unaudited interim financial information
Not applicable.
EXHIBIT 23 Consent of independent accountants and counsel
(a) Consent of Legal Counsel, Wendell L. Willkie, II, Esq., to refer to
legal opinion, included in Exhibit 5.
(b) Consent of independent accountants, PricewaterhouseCoopers LLP, dated
September 15, 1999.
EXHIBIT 24 Powers of Attorney
Powers of Attorney dated August 24, 1999 and August 27, 1999, signed by
members of the Board of Directors of Westvaco (Samuel W. Bodman III, W. L.
Lyons Brown, Jr., Michael E. Campbell, Thomas W. Cole, Jr., David L.
Hopkins, Jr., Rudolph G. Johnstone, Jr., Douglas S. Luke, John A. Luke, Jr.,
William R. Miller, Jane L. Warner and Richard A. Zimmerman) authorizing
John A. Luke, Jr., John W. Hetherington and James E. Stoveken, Jr., to sign
on their behalf in executing registration documents pertaining to this Plan.
ITEM 9. UNDERTAKINGS
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
Annual Report pursuant to Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of any employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act of 1934)
that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
Westvaco Corporation certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on
the 16th day of September, 1999.
WESTVACO CORPORATION _________________________
(Registrant) John A. Luke, Jr.
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in their capacities
and on the dates indicated.
Principal Executive Officer:
_____________________ Chairman, President and
John A. Luke, Jr. Chief Executive Officer September 16, 1999
Principal Financial Officer:
_____________________ Senior Vice President September 16, 1999
Helen Murphy
Principal Accounting Officer:
_____________________ Comptroller September 16, 1999
John E. Banu
The Board of Directors:
Samuel W. Bodman III Douglas S. Luke
W.L. Lyons Brown, Jr. John A. Luke, Jr.
Michael E. Campbell William R. Miller
Thomas W. Cole, Jr. Jane L. Warner
David L. Hopkins, Jr. Richard A. Zimmerman
Rudolph G. Johnstone, Jr.
_____________________ September 16, 1999
John W. Hetherington
Attorney-in-Fact
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WESTVACO CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-1466285
(State of Incorporation) (I.R.S. Employer Identification No.)
299 PARK AVENUE
NEW YORK, NY 10171
(Address of Principal Executive Offices/Zip Code)
WESTVACO CORPORATION
1999 SALARIED EMPLOYEE
STOCK INCENTIVE PLAN
(Full Title of the Plan)
JOHN W. HETHERINGTON
VICE PRESIDENT, ASSISTANT GENERAL COUNSEL AND SECRETARY
WESTVACO CORPORATION
299 PARK AVENUE
NEW YORK, NEW YORK 10171
Telephone: 212-688-5000
(Name, Address and Telephone Number of Agent for Service)
EXHIBITS
EXHIBIT 5 and 23(a)
September 16, 1999
Securities and Exchange Commission
450 Fifth Street
Washington, DC 20549
Dear Sir/Madam,
As General Counsel of Westvaco Corporation ("Westvaco"), I am familiar with
the Westvaco Corporation 1999 Salaried Employee Stock Incentive Plan (the
"Plan") and with the legal matters involving its adoption and implementation.
It is my opinion that the Plan has been validly authorized and adopted by
Westvaco and that any shares of Westvaco Common Stock of the par value of
$5 per share ("Westvaco Common Stock") issued or sold to the Trustee
pursuant to the provisions of the Plan are legal and validly issued, fully
paid and non-assessable.
I consent to the filing of this opinion letter as an exhibit to any
registration statements under the Securities Act of 1933, or post-effective
amendments thereto, registering Westvaco Common Stock and other interests
of Plan members. I further consent to any reference to this opinion in any
prospectus which is part of any such registration statement or post-effective
amendment.
In addition to being General Counsel, I am a Senior Vice President of
Westvaco. I also am the beneficial owner of Westvaco Common Stock held in
trust under the Westvaco Corporation Savings and Investment Plan for
Salaried Employees and the recipient of stock options granted by the company.
Very truly yours,
_______________________
Wendell L. Willkie, II
Senior Vice President
and General Counsel
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 16, 1998, which appears
on page 34 of the 1998 Annual Report to Shareholders of Westvaco Corporation,
which is incorporated by reference in Westvaco Corporation's Annual Report
on Form 10-K for the year ended October 31, 1998.
PricewaterhouseCoopers LLP
11 Madison Avenue
New York, NY
September 15, 1999
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
WESTVACO CORPORATION, a Delaware corporation (the "Company"), does hereby
constitute and appoint JOHN A. LUKE, JR., JOHN W. HETHERINGTON and JAMES E.
STOVEKEN, JR., and each of them severally, acting alone and without the other
and with full power of substitution, his or her true and lawful attorneys-
in-fact and agents to do any and all acts and things and to execute any and
all instruments which such attorneys-in-fact and agents may deem necessary
or advisable to enable the Company to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with
the registration under said Act of the Westvaco Corporation 1999 Salaried
Employee Stock Incentive Plan, and the securities issued thereunder,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign, for and on behalf of the undersigned, the
name of the undersigned as director of the Company to a Registration
Statement, and any amendment thereto, filed with the Securities and Exchange
Commission in respect of such securities and to any instrument or document
filed as a part of, as an exhibit to, or in connection with such Registration
Statement, or any such amendment; and the undersigned does hereby ratify and
confirm as his or her own act and deed all that such attorneys-in-fact and
agents shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has subscribed this Power of Attorney
this 24th day of August, 1999.
________________________________
Outside Boardmember
Director
In the presence of:
__________________________________
