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As filed with the Securities and Exchange Commission on May 25, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WESTVACO CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-1466285
(State or other jurisdiction of (I.R.S. EmployerIdentification No.)
incorporation or organization)
299 Park Avenue New York, New York
(Address of principal executive 10171
offices) (Zip Code)
212-688-5000
(Registrant's telephone number, including area code)
JOHN W. HETHERINGTON, Vice President and Secretary
WESTVACO CORPORATION
299 Park Avenue
New York, New York 10171
212-318-5280
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
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Copies to:
Wendell L. Willkie, II, Esq. Senior Michael A. King, Esq. Brown & Wood llp
Vice President and General Counsel One World Trade Center New York, New
Westvaco Corporation 299 Park Avenue York 10048
New York, New York 10171
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Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement as determined by
market conditions.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Amount maximum maximum
Title of each class of to be offering price aggregate Amount of
securities to be registered registered per unit* offering price* registration fee
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<S> <C> <C> <C> <C>
Debt Securities........ $600,000,000 100% $600,000,000 $166,800
</TABLE>
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* Estimated solely for the purpose of determining the registration fee.
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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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WESTVACO CORPORATION
Debt Securities
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By this prospectus, we may offer up to $600,000,000 of debt securities.
Market conditions at the time these securities are sold will determine the
prices and terms of these securities.
Each issue of securities under this prospectus may have a different aggregate
principal amount, maturity date, public offering price, interest rate or rates,
timing of interest payments, provisions for redemption, sinking fund
requirements, and other variable terms. The specific terms of each offering of
debt securities under this prospectus will be included in an accompanying
prospectus supplement.
This prospectus may not be used to consummate sales of offered securities
unless accompanied by a prospectus supplement. You should read this prospectus
and the accompanying prospectus supplement carefully before you invest.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
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We may sell securities under this prospectus to or through underwriters. We
may also sell these securities directly to other purchasers or through agents.
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The date of this prospectus is , 1999.
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DOCUMENTS INCORPORATED BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus,
and information that we file later with the Securities and Exchange Commission
will automatically update and supersede this information. We incorporate by
reference the documents of Westvaco listed below and any future filings made
with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, until we sell all of the
securities. A document will be incorporated by reference on the date it is
filed.
. Annual Report on Form 10-K for the fiscal year ended October 31, 1998.
. Quarterly Report on Form 10-Q for the fiscal quarter ended January 31,
1999.
. Definitive proxy statement, dated December 28, 1998, and additional
proxy materials, dated February 1, 1999.
You may request a copy of these filings at no cost, by writing or telephoning
us at the following address: Mr. John W. Hetherington, Vice President and
Secretary, Westvaco Corporation, 299 Park Avenue, New York, New York 10171,
telephone (212) 318-5280.
You should rely only on the information contained or incorporated by
reference in this prospectus or any prospectus supplement. We have not
authorized any other person to provide you with different information. We are
not making an offer of these securities in any jurisdiction where the offer is
not permitted. You should assume that the information appearing in this
prospectus or any prospectus supplement, as well as information we previously
filed with the Securities and Exchange Commission and incorporated by
reference, is accurate as of the date on the front of those documents only.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Our filings are
available to the public over the Internet at the Securities and Exchange
Commission's web site at http://www.sec.gov. You may also read and copy any
document we file at the Securities and Exchange Commission's public reference
rooms at 450 Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade Center,
New York, New York 10048; and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Please call the Securities and Exchange
Commission at 1-800-SEC-0330 for further information on the public reference
rooms.
This prospectus is a part of a registration statement on Form S-3 and the
related amendments and exhibits filed with the Securities and Exchange
Commission. This prospectus does not contain all of the information in the
registration statement. Please refer to the registration statement and its
exhibits for further information regarding Westvaco and the offered securities.
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THE COMPANY
Westvaco Corporation is one of the major producers of paper and paperboard in
the United States. It converts paper and paperboard into a variety of end-
products, manufactures a variety of specialty chemicals, produces lumber, sells
timber from its timberlands and is engaged in land development. In Brazil, it
is a major producer of paperboard and corrugated packaging for the markets of
that country and also operates a folding carton plant. Westvaco also has a
folding carton plant in the Czech Republic. Westvaco exports products from the
United States, Brazil and the Czech Republic to other countries throughout the
world.
Westvaco was incorporated in 1899 under the laws of Delaware as the West
Virginia Pulp and Paper Company; its name was changed to Westvaco Corporation
on March 3, 1969. The principal executive offices of Westvaco are located at
299 Park Avenue, New York, New York 10171, and its telephone number at that
address is 212-688-5000. Unless otherwise indicated or the context otherwise
requires, the term "Westvaco" refers to Westvaco Corporation and its
consolidated subsidiaries.
SUMMARY OF FINANCIAL INFORMATION
The following is a summary of certain financial information of Westvaco and
its consolidated subsidiaries. With the exception of the inclusion of the
ratios of earnings to fixed charges, the following amounts were derived from
Westvaco's consolidated financial statements and other financial data contained
in its Annual Report on Form 10-K for the fiscal year ended October 31, 1998
and its Quarterly Report on Form 10-Q for the fiscal quarter ended January 31,
1999 (see "Documents Incorporated by Reference").
(In thousands, except per share data and ratios)
<TABLE>
<CAPTION>
Three Months
Ended January 31
Year Ended October 31, (Unaudited)
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1994 1995 1996 1997 1998 1998 1999
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<S> <C> <C> <C> <C> <C> <C> <C>
Sales................... $2,607,474 $3,272,447 $3,045,450 $2,982,288 $2,885,917 $702,113 $650,715
Net income.............. $ 103,606 $ 280,836 $ 212,156 $ 162,700 $ 132,013 $ 32,516 $ 25,222
Net income per share of
common stock--Basic.... $ 1.03 $ 2.78* $ 2.09 $ 1.60 $ 1.30 $ 0.32 $ 0.25
Net Income per share of
common stock--Diluted.. $ 1.03 $ 2.76* $ 2.07 $ 1.58 $ 1.30 $ 0.32 $ 0.25
Ratio of earnings to
fixed charges.......... 2.25 4.90 3.73 2.67 2.27 2.31 1.98
</TABLE>
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* The 1995 fiscal year includes an extraordinary charge of $.02 per share for
the extinguishment of higher interest rate debt.
For the purpose of computing the consolidated ratio of earnings to fixed
charges (1) earnings have been calculated by adding income taxes and fixed
charges (excluding capitalized interest) to net income before the extraordinary
charge and the cumulative effect of accounting changes, and (2) fixed charges
comprise the total of interest charges and a portion of rentals determined to
be representative of the interest factor.
USE OF PROCEEDS
Except as otherwise set forth in the accompanying prospectus supplement
relating to an offering of the Securities, the net proceeds from the sale of
the Securities being offered will be added to Westvaco's general corporate
funds and will be available for future capital outlays, for working capital
purposes and for the repayment of existing debt.
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DESCRIPTION OF SECURITIES
The Securities are to be issued under an Indenture, dated as of March 1, 1983
(the "Indenture"), between Westvaco and The Bank of New York (formerly known as
Irving Trust Company), as Trustee (the "Trustee"), a copy of which is filed as
an exhibit to the registration statement. The following summaries of certain
provisions of the Indenture do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all provisions of the
Indenture, including the definitions therein of certain terms. Wherever
particular Sections or defined terms of the Indenture are referred to, it is
intended that such Sections or defined terms shall be incorporated herein by
reference. The following sets forth certain general terms and provisions of the
Securities to which any prospectus supplement may relate. The particular terms
of the Securities offered by any prospectus supplement (the "Offered
Securities") and the extent, if any, to which such general provisions may apply
to the Securities so offered, will be described in the prospectus supplement
relating to such Offered Securities.
General
The Indenture does not limit the aggregate principal amount of Securities
which may be issued thereunder and provides that Securities may be issued from
time to time in one or more series. The Securities will be unsecured
obligations of Westvaco.
Reference is made to the prospectus supplement relating to the particular
series of Securities offered thereby for the following terms of the Offered
Securities:
. the title of the Offered Securities;
. any limit on the aggregate principal amount of the Offered Securities;
. the price or prices (expressed as a percentage of the aggregate
principal amount thereof) at which the Offered Securities will be
issued;
. the date or dates on which the Offered Securities will mature;
. the rate or rates (which may be fixed or variable) per annum at which
the Offered Securities will bear interest, if any;
. the date from which such interest, if any, on the Offered Securities
will accrue, the dates on which such interest, if any, will be payable,
the date on which payment of such interest, if any, will commence and
the Regular Record Dates for such Interest Payment Dates, if any;
. the ranking of the Offered Securities relative to any and all other
securities of Westvaco theretofore issued;
. the dates, if any, on which and the price or prices at which the Offered
Securities will, pursuant to any mandatory sinking fund provisions, or
may, pursuant to any optional sinking fund or to any purchase fund
provisions, be redeemed by Westvaco, and the other detailed terms and
provisions of such sinking and/or purchase funds;
. the date, if any, after which and the price or prices at which the
Offered Securities may, pursuant to any optional redemption provisions,
be redeemed at the option of Westvaco or of the Holder thereof and the
other detailed terms and provisions of such optional redemption; and
. any other terms of the series (which will not be inconsistent with the
provisions of the indenture).
Unless otherwise indicated in the related prospectus supplement, principal of
and premium, if any, and interest, if any, on the Securities will be payable,
and the transfer of the Securities will be registrable, at the office of the
Trustee in the Borough of Manhattan, The City of New York, except that, at the
option of Westvaco, interest may be paid by mailing a check to the address of
the person entitled thereto as it appears on the Security Register. (Sections
301, 305, 1002)
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Unless otherwise indicated in the related prospectus supplement, the
Securities will be issued only in fully registered form without coupons and in
denominations of $1,000 or any integral multiple thereof. No service charge
will be made for any transfer or exchange of the Securities, but Westvaco may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. (Sections 302, 305)
Securities may be issued as Original Issue Discount Securities to be sold at
a substantial discount below their principal amount. Special federal income tax
and other considerations applicable thereto will be described in the prospectus
supplement relating thereto.
The Indenture does not contain any covenants or other provisions which would
afford Holders of Securities protection in the event of a highly leveraged
transaction involving Westvaco.
Restrictive Covenants
Limitations on Liens. The Indenture provides that so long as any of the
Securities are outstanding Westvaco will not, and will not permit any Domestic
Subsidiary (as defined) to, issue, assume or guarantee any debt for money
borrowed (herein referred to as "Debt") if such Debt is secured by any
mortgage, security interest, pledge or other lien (herein referred to as a
"mortgage") upon any Principal Property (as defined) of Westvaco or any
Domestic Subsidiary or any shares of stock or indebtedness of any Domestic
Subsidiary, whether owned at the date of the Indenture or thereafter acquired,
without effectively securing the Securities equally and ratably with such Debt.
The foregoing restriction does not apply to:
(1) mortgages on any property acquired, constructed or improved after the
date of the Indenture which are created or assumed within 120 days after
such acquisition, construction or improvement (or within six months
thereafter pursuant to a firm commitment for financing arrangements entered
into within such 120 day period) to secure or provide for the payment of
the purchase price or cost thereof incurred after the date of the
Indenture, or existing mortgages on property acquired, provided such
mortgages shall not apply to any property theretofore owned by Westvaco or
a Domestic Subsidiary other than theretofore unimproved real property;
(2) mortgages existing on any property acquired from a corporation merged
with or into Westvaco or a Domestic Subsidiary;
(3) mortgages on property of any corporation existing at the time it
becomes a Domestic Subsidiary;
(4) mortgages securing Debt owed by a Domestic Subsidiary to Westvaco or
to another Domestic Subsidiary;
(5) mortgages in favor of governmental bodies to secure advance or other
payments pursuant to any contract or statute or to secure indebtedness
incurred to finance the purchase price or cost of constructing or improving
the property subject to such mortgages;
(6) mortgages on timberlands in connection with an arrangement under
which Westvaco or a Domestic Subsidiary is obligated to cut or pay for
timber in order to provide the secured party with a specified amount of
money, however determined; or
(7) mortgages for extending, renewing or replacing Debt secured by any
mortgage referred to in the foregoing clauses (1) to (6) inclusive or in
this clause or any mortgages existing on the date of the Indenture. Such
restriction does not apply to the issuance, assumption or guarantee by
Westvaco or any Domestic Subsidiary of Debt secured by a mortgage which
would otherwise be subject to the foregoing restriction up to an aggregate
amount which, together with all other secured Debt (not including secured
Debt permitted under the foregoing exceptions) and the Value (as defined)
of Sale and Lease-back Transactions existing at such time (other than Sale
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and Lease-back Transactions the proceeds of which have been applied to the
retirement of Securities or of certain long-term indebtedness or to the
purchase of other Principal Property, and other than Sale and Lease-back
Transactions in which the property involved would have been permitted to be
mortgaged under clause (1) above), does not exceed 5% of Consolidated Net
Tangible Assets (as defined). (Section 1005)
Limitation on Sale and Lease-back Transactions. Sale and Lease-back
Transactions by Westvaco or any Domestic Subsidiary of any Principal Property
are prohibited (except for temporary leases for a term, including renewals, of
not more than three years and except for leases between Westvaco and a Domestic
Subsidiary or between Domestic Subsidiaries) unless:
. Westvaco or such Domestic Subsidiary would be entitled to incur Debt
secured by a mortgage on the property to be leased without securing the
Securities pursuant to clause (1) under "Limitations on Liens" or
. the value thereof would be an amount permitted under the last sentence
under "Limitations on Liens" or
. Westvaco applied an amount equal to the fair value of such property
(a) to the retirement of Securities (other than pursuant to any
sinking fund obligations applicable to such Securities),
(b) to the retirement of certain long-term indebtedness of Westvaco
or a Domestic Subsidiary or
(c) to the purchase of Principal Property (other than that involved
in such Sale and Lease-back Transaction). (Section 1006)
Events of Default
The following are Events of Default under the Indenture with respect to
Securities of any series:
. failure to pay principal of or any premium on any Security of that
series when due;
. failure to pay any interest on any Security of that series when due,
continued for 30 days;
. failure to deposit any sinking fund payment, when due, in respect of any
Security of that series;
. failure to perform any other covenant of Westvaco in the Indenture
(other than a covenant included in the Indenture solely for the benefit
of a series of Securities other than that series), continued for 60 days
after written notice as provided in the Indenture;
. certain events in bankruptcy, insolvency or reorganization and
. any other Event of Default provided with respect to Securities of that
series. (Section 501)
If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, either the Trustee or the Holders of
at least 25% in aggregate principal amount of the Outstanding Securities of
that series may declare the principal amount (or, if the Securities of that
series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all
the Securities of that series to be due and payable immediately. At any
time after a declaration of acceleration with respect to Securities of any
series has been made, but before a judgment or decree based on acceleration
has been obtained, the Holders of a majority in aggregate principal amount
of Outstanding Securities of that series may, under certain circumstances,
rescind and annul such acceleration. (Section 502)
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The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Section 603) Subject to such
provisions for the indemnification of the Trustee, the Holders of a majority in
aggregate principal amount of the Outstanding Securities of any series will
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Securities of that series.
(Section 512)
No Holder of any Security of any series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to Securities of that series and also
unless the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of that series shall have made written request, and
offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, and the Trustee shall not have received from the Holders of a majority
in principal amount of the Outstanding Securities of that series a direction
inconsistent with such request and shall have failed to institute such
proceeding within 60 days. (Section 507) However, the Holder of any Security
will have an absolute right to receive payment of the principal of (and
premium, if any) and interest on such Security on or after the due dates
expressed in such Security and to institute suit for the enforcement of any
such payment. (Section 508)
Westvaco is required to furnish to the Trustee annually a statement as to
performance by Westvaco of certain of its obligations under the Indenture and
as to any default in such performance. (Section 1007)
Modification and Waiver
Modifications and amendments of the Indenture may be made by Westvaco and the
Trustee with the consent of the Holders of 66 2/3% in aggregate principal
amount of the Outstanding Securities of each series affected by such
modification or amendment. However, no such modification or amendment may,
without the consent of the Holder of each Outstanding Security affected
thereby:
. change the stated maturity date of the principal of, or any installment
of principal or interest on, any Security;
. reduce the principal amount of, or any premium or interest on, any
Security;
. reduce the amount of principal of an Original Issue Discount Security
payable upon acceleration of the maturity thereof;
. change the place or currency of payment of principal of, or any premium
or interest on, any Security;
. impair the right to institute suit for the enforcement of any payment on
or with respect to any Security; or
. reduce the percentage in principal amount of Outstanding Securities of
any series the consent of whose Holders is required for modification or
amendment of the Indenture or for waiver of compliance with certain
provisions of the Indenture or for waiver of certain defaults. (Section
902)
The Holders of 66 2/3% in aggregate principal amount of the Outstanding
Securities of each series may, on behalf of all Holders of Securities of that
series, waive, insofar as that series is concerned, compliance by Westvaco with
certain restrictive provisions of the Indenture. (Section 1008) The Holders of
a majority in aggregate principal amount of the Outstanding Securities of each
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series may, on behalf of all Holders of Securities of that series, waive any
past default under the Indenture with respect to Securities of that series,
except a default in the payment of principal or any premium or interest or in
respect of a provision which under the Indenture cannot be modified or amended
without the consent of the Holder of each Outstanding Security of that series
affected. (Section 513)
Consolidation, Merger and Sale of Assets
Westvaco may consolidate or merge with or into, or transfer its assets
substantially as an entirety to, any corporation organized under the laws of
any domestic jurisdiction, provided that the successor corporation assumes
Westvaco's obligations on the Securities and under the Indenture, that after
giving effect to the transaction no Event of Default, and no event which, after
notice or lapse of time, would become an Event of Default, shall have occurred
and be continuing, and that certain other conditions are met. (Section 801)
Concerning the Trustee
Westvaco maintains banking relationships with the Trustee in the ordinary
course of its business. Borrowings totalling $500,000,000 are available to
Westvaco under its Credit Agreement with a group of banks that includes the
Trustee. There are no borrowings currently outstanding under this Credit
Agreement. The Trustee is also the trustee under the indentures pursuant to
which Westvaco's publicly held senior debt securities were issued. The Trustee
is also the trustee and a money manager under Westvaco's employee retirement
plans.
PLAN OF DISTRIBUTION
Westvaco may sell Securities to or through underwriters, and also may sell
Securities directly to other purchasers or through agents.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices (which may be changed from time
to time), at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. Each prospectus
supplement will describe the method of distribution of the Securities offered
thereby.
In connection with the sale of the Securities, underwriters may receive
compensation from Westvaco or from purchasers of Securities for whom they may
act as agents, in the form of discounts, concessions or commissions. The
underwriters, dealers and agents that participate in the distribution of
Securities may be deemed to be underwriters under the Securities Act of 1933
and any discounts or commissions received by them and any profit on the resale
of Securities by them may be deemed to be underwriting discounts and
commissions under such Act. Any such underwriter will be identified and any
such compensation will be described in the prospectus supplement.
If so indicated in the prospectus supplement, Westvaco will authorize the
underwriters to solicit offers by certain institutions to purchase Securities
from Westvaco at the public offering price set forth in the prospectus
supplement pursuant to Delayed Delivery Contracts providing for payment and
delivery on the date stated in the prospectus supplement. Each such contract
will be for an amount not less than, and unless Westvaco otherwise agrees, the
aggregate principal amount of Securities sold pursuant to such contracts shall
not be more than, the respective amounts stated in the prospectus supplement.
Institutions with whom such contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions, and other institutions, but
shall in all cases be subject to the
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approval of Westvaco. Delayed Delivery Contracts will not be subject to any
conditions except that the purchase by an institution of the Securities covered
thereby shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject.
The Underwriting Agreement entered into with respect to any Securities sold
through underwriters provides that the obligations of the underwriter or
underwriters will be subject to certain conditions precedent and that the
underwriters will be obligated to purchase all of the Securities covered by the
applicable prospectus supplement if any are purchased.
Westvaco has agreed to indemnify the several underwriters against certain
civil liabilities, including liabilities under the Securities Act of 1933.
In connection with this offering, the underwriters may over-allot or effect
transactions which stabilize or maintain the market price of the securities at
a level above that which might otherwise prevail in the open market. Such
stabilizing if commenced, may be discontinued at any time.
LEGAL OPINIONS
The legality of the Securities offered hereby will be passed upon for
Westvaco by Wendell L. Willkie, II, Esq., Senior Vice President and General
Counsel of Westvaco and for the Underwriters by Brown & Wood llp, New York, New
York. Mr. Willkie is the beneficial owner of shares of Westvaco's common stock
held in trust under Westvaco's Savings and Investment Plan. He is also the
recipient of stock options granted by Westvaco.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to Westvaco's Annual Report on Form 10-K for the fiscal year ended
October 31, 1998 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................ $166,800
Printing and engraving............................................. 60,000
Trustee's fee and expenses......................................... 8,000
Accounting services................................................ 11,000
Rating agency fees................................................. 320,000
Miscellaneous...................................................... 9,200
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Total............................................................ $575,000
========
</TABLE>
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* All amounts shown are estimates, other than the registration fee.
Item 15. Indemnification of Directors and Officers.
The General Corporation Law of the State of Delaware, Section 145, as
amended, permits the registrant to indemnify any person "who was or is a party
or is threatened to be made a party" to any proceeding by his relationship to
the registrant "if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests" of the registrant.
Expenses may be paid in advance and insurance may be carried by the registrant.
Article II, Section 14 of the registrant's Bylaws provides as follows:
Each director, officer and employee, past or present, of the Corporation,
and each person who serves or may have served at the request of the
Corporation as a director, officer or employee of another corporation and
their respective heirs, administrators and executors, shall be indemnified
by the Corporation in accordance with, and to the fullest extent provided
by, the provisions 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.
The registrant has purchased an insurance policy insuring officers and
directors of the registrant against certain liabilities, including liabilities
under the Securities Act of 1933, and insuring the registrant against any
payment which it is obligated to make to such persons under the indemnification
provisions of its Bylaws.
Reference is made to Section 6 of the Underwriting Agreement filed as Exhibit
(1) to this Registration Statement.
Item 16. Exhibits.
<TABLE>
<C> <S>
(1) Form of Underwriting Agreement relating to the Debt Securities (to be
filed by amendment).
(4)(a) Form of Indenture, dated as of March 1, 1983, between Westvaco
Corporation and The Bank of New York, as trustee (incorporated by
reference to Exhibit 2 to registrant's Registration Statement on Form
8-A (File No. 1-3013) dated January 24, 1984).
(4)(b) Proposed form of Debt Security (incorporated by reference to pages 13
through 19 of Exhibit 2 to registrant's Registration Statement on Form
8-A (File No. 1-3013) dated January 24, 1984).
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
(5) Opinion of Wendell L. Willkie, II, Esq.
(12) Computation of ratio of earnings to fixed charges.
(23)(a) Consent of PricewaterhouseCoopers LLP.
(23)(b) Consent of Wendell L. Willkie, II, Esq. (included in Exhibit (5)).
(24) Power of Attorney of certain officers and directors (included on pages
II-4 and II-5).
(25) Statement of eligibility of trustee on Form T-1.
</TABLE>
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the 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;
provided, however, that the undertakings set forth in clauses (i) and
(ii) of this paragraph shall not apply if the information required to
be included in such post-effective amendments is contained in periodic
reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 Act and
will be governed by the final adjudication of such issue.
II-2
<PAGE>
(i) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and the State of New York, on the 25th day
of May, 1999.
Westvaco Corporation
(Registrant)
/s/ John A. Luke, Jr.
By___________________________________
(John A. Luke, Jr., Chairman,
President and Chief Executive
Officer)
POWER OF ATTORNEY
Know All Men by These Presents, that each person whose name appears below
constitutes and appoints John A. Luke, Jr. and Rudolph G. Johnstone, Jr., and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitutions and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
Signature Title Date
/s/ John A. Luke, Jr. Chairman, President, May 25, 1999
- ------------------------------------- Chief Executive
John A. Luke, Jr. Officer and
Director
/s/ Rudolph G. Johnstone, Jr. Executive Vice May 25, 1999
- ------------------------------------- President and
Rudolph G. Johnstone, Jr. Director
/s/ Helen Murphy Senior Vice May 25, 1999
- ------------------------------------- President
Helen Murphy (Principal
Financial Officer)
/s/ John E. Banu Comptroller May 25, 1999
- ------------------------------------- (Principal
John E. Banu Accounting Officer)
II-4
<PAGE>
Signature Title Date
/s/ Samuel W. Bodman III Director May 25, 1999
- -------------------------------------
Samuel W. Bodman III
/s/ W.L. Lyons Brown, Jr. Director May 25, 1999
- -------------------------------------
W.L. Lyons Brown, Jr.
/s/ Michael E. Campbell Director May 25, 1999
- -------------------------------------
Michael E. Campbell
/s/ Dr. Thomas W. Cole, Jr. Director May 25, 1999
- -------------------------------------
Dr. Thomas W. Cole, Jr.
/s/ David L. Hopkins, Jr. Director May 25, 1999
- -------------------------------------
David L. Hopkins, Jr.
/s/ Douglas S. Luke Director May 25, 1999
- -------------------------------------
Douglas S. Luke
/s/ William R. Miller Director May 25, 1999
- -------------------------------------
William R. Miller
/s/ Jane L. Warner Director May 25, 1999
- -------------------------------------
Jane L. Warner
/s/ Richard A. Zimmerman Director May 25, 1999
- -------------------------------------
Richard A. Zimmerman
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibits Page
-------- ----
<C> <S> <C>
(1) Form of Underwriting Agreement relating to the Debt Securities
(to be filed by amendment).....................................
(4)(a) Form of Indenture, dated as of March 1, 1983, between Westvaco
Corporation and The Bank of New York, as trustee (incorporated
by reference to Exhibit 2 to registrant's Registration
Statement on Form 8-A (File No. 1-3013) dated January 24,
1984)..........................................................
(4)(b) Proposed form of Debt Security (incorporated by reference to
pages 13 through 19 of Exhibit 2 to registrant's Registration
Statement on Form 8-A (File No. 1-3013) dated January 24,
1984)..........................................................
(5) Opinion of Wendell L. Willkie, II, Esq. .......................
(12) Computation of ratio of earnings to fixed charges..............
(23)(a) Consent of PricewaterhouseCoopers LLP..........................
(23)(b) Consent of Wendell L. Willkie, II, Esq. (included in Exhibit
(5))...........................................................
(24) Power of Attorney of certain officers and directors (included
on pages II-4 and II-5)........................................
(25) Statement of eligibility of trustee on Form T-1................
</TABLE>
<PAGE>
EXHIBIT 5
May 24, 1999
Westvaco Corporation
299 Park Avenue
New York, NY 10171
Gentlemen:
As Senior Vice President and General Counsel for Westvaco Corporation (the
"Company") I have acted as your counsel in connection with the authorization of
$600,000,000 principal amount of debt securities (the "Securities") of the
Company and have examined a copy of the Indenture between the Company and
Irving Trust Company, as Trustee, dated as of March 1, 1983 (the "Indenture"),
in the form in which it was executed by the Company and the Trustee, the
Company's registration statement on Form S-3 relating to the Securities (the
"Registration Statement") and the form of Security to be issued pursuant to the
Indenture.
I have examined such corporate records, documents, certificates and
instruments as in my judgment are necessary and appropriate to enable me to
render the opinion expressed below and I have participated in the preparation
of the Securities and the Registration Statement and Prospectus referred to
below. I have also examined and am familiar with the Indenture.
It is my opinion that:
(a) The Company has been incorporated and is validly existing as a
Corporation in good standing under the laws of the State of Delaware;
(b) The Indenture is a valid and binding instrument according to its terms
except as enforcement may be limited by bankruptcy, insolvency or other
laws affecting enforcement of creditors' rights;
(c) When the issuance of a Security has been authorized by the Company as
contemplated in the Indenture, and when such Security has been
executed, authenticated and delivered in accordance with the terms of
the Indenture, and as described in the Registration Statement and in
the Underwriting Agreement filed as an exhibit thereto, such Security
will constitute a valid and legally binding obligation of the Company
enforceable in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency or other laws affecting enforcement
of creditors' rights and will be entitled to the benefits of the
Indenture.
I consent to the filing of this Opinion as an exhibit to the Registration
Statement of the Company filed with the Securities and Exchange Commission for
the registration under Securities Act of 1933 as amended of the Securities, and
to the use of my name under the heading, "Legal Opinion," in the Prospectus.
Very truly yours,
/s/ Wendell L. Willkie, II
Wendell L. Willkie, II
Senior Vice President and
General Counsel
<PAGE>
EXHIBIT 12
WESTVACO CORPORATION AND CONSOLIDATED SUBSIDIARY COMPANIES
Computation of Ratio of Earnings to Fixed Charges
(unaudited)
(In thousands, except ratio)
<TABLE>
<CAPTION>
Three Months
Ended
January 31,
Year Ended October 31, (Unaudited)
----------------------------------------------------- ---------------
1993 1994 1995 1996 1997 1998 1998 1999
-------- -------- -------- -------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Pre Tax Earnings from
Continuing Operations... $ 92,912 $161,906 $470,326 $335,956 $246,600 $204,413 $50,816 $40,122
Interest Charges...... 82,696 109,069 100,205 90,063 93,272 110,162 27,460 30,601
Interest factor
portion of rentals.... 9,657 10,219 11,324 12,210 12,677 13,393 3,348 3,516
-------- -------- -------- -------- -------- -------- ------- -------
Earnings as
adjusted............ $185,265 $281,194 $581,855 $438,229 $352,549 $327,968 $81,624 $74,239
======== ======== ======== ======== ======== ======== ======= =======
Fixed charges:
Interest charges,
including capitalized
interest.............. $115,494 $114,947 $107,501 $105,312 $119,234 $130,914 $32,012 $33,889
Interest factor in
rent charges.......... 9,657 10,219 11,324 12,210 12,677 13,393 3,348 3,516
-------- -------- -------- -------- -------- -------- ------- -------
Total fixed
charges............. $125,151 $125,166 $118,825 $117,522 $131,911 $144,307 $35,360 $37,405
======== ======== ======== ======== ======== ======== ======= =======
Ratio of earnings to
fixed charges........... 1.48 2.25 4.90 3.73 2.67 2.27 2.31 1.98
======== ======== ======== ======== ======== ======== ======= =======
</TABLE>
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated November 16, 1998, relating to the
financial statements, 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. We also consent to the reference to us under the heading "Experts" in
such Registration Statement.
<PAGE>
EXHIBIT 25
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [_]
==================
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
==================
WESTVACO CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 13-1466285
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
299 Park Avenue
New York, New York 10171
(Address of principal executive offices) (Zip code)
==================
Debt Securities
(Title of the indenture securities)
================================================================================
<PAGE>
1. General information. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y.
12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-
29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-
44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 19th day of May, 1999.
THE BANK OF NEW YORK
By: /s/ MICHELE L. RUSSO
-----------------------------
Name: MICHELE L. RUSSO
Title: ASSISTANT TREASURER
-3-
<PAGE>
EXHIBIT 7
---------
________________________________________________________________________________
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
1998, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Thousands
<S> <C>
Cash and balances due from depository
institutions:
Noninterest-bearing balances and currency and
coin........................................... $ 3,951,273
Interest-bearing balances....................... 4,134,162
Securities:
Held-to-maturity securities..................... 932,468
Available-for-sale securities................... 4,279,246
Federal funds sold and Securities purchased
under agreements to resell...................... 3,161,626
Loans and lease financing receivables:
Loans and leases, net of unearned
income.......................................... 37,861,802
LESS: Allowance for loan and
lease losses.................................... 619,791
LESS: Allocated transfer risk
reserve......................................... 3,572
Loans and leases, net of unearned income,
allowance, and reserve......................... 37,238,439
Trading Assets................................... 1,551,556
Premises and fixed assets (including capitalized
leases)......................................... 684,181
Other real estate owned.......................... 10,404
Investments in unconsolidated subsidiaries and
associated companies............................ 196,032
Customers' liability to this bank on acceptances
outstanding..................................... 895,160
Intangible assets................................ 1,127,375
Other assets..................................... 1,915,742
--------------
Total assets..................................... $ 60,077,664
==============
LIABILITIES
Deposits:
In domestic offices............................. $ 27,020,578
Noninterest-bearing............................. 11,271,304
Interest-bearing................................ 15,749,274
In foreign offices, Edge and Agreement
subsidiaries, and IBFs......................... 17,197,743
Noninterest-bearing............................. 103,007
Interest-bearing................................ 17,094,736
Federal funds purchased and Securities sold
under agreements to repurchase.................. 1,761,170
Demand notes issued to the U.S.Treasury.......... 125,423
Trading liabilities.............................. 1,625,632
Other borrowed money:
With remaining maturity of one year or less..... 1,903,700
With remaining maturity of more than one year
through three years............................ 0
With remaining maturity of more than three years 31,639
Bank's liability on acceptances executed and
outstanding..................................... 900,390
Subordinated notes and debentures................ 1,308,000
Other liabilities................................ 2,708,852
--------------
Total liabilities................................ 54,583,127
==============
EQUITY CAPITAL
Common stock..................................... 1,135,284
Surplus.......................................... 764,443
Undivided profits and capital reserves........... 3,542,168
Net unrealized holding gains (losses) on
available-for-sale securities................... 82,367
Cumulative foreign currency translation
adjustments..................................... ( 29,725)
--------------
Total equity capital............................. 5,494,537
--------------
Total liabilities and equity capital............. $ 60,077,664
==============
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Reyni }
Gerald L. Hassell } Directors
Alan R. Griffith }
________________________________________________________________________________
