<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-91635
PROSPECTUS SUPPLEMENT
(To prospectus dated November 30, 1999)
$400,000,000
WESTVACO CORPORATION
8.20% Debentures due 2030
-----------
Westvaco will pay interest on the debentures on January 15 and July 15 of
each year. Westvaco will make the first interest payment on July 15, 2000. The
debentures are not redeemable prior to their maturity.
The debentures are unsecured and rank equally with all of our other
unsecured and unsubordinated indebtedness. We will issue the debentures only in
denominations of $1,000 and integral multiples of $1,000.
-----------
<TABLE>
<CAPTION>
Per Debenture Total
------------- -----
<S> <C> <C>
Public offering price (1)........................ 99.526% $398,104,000
Underwriting discount............................ .875% $3,500,000
Proceeds, before expenses, to Westvaco........... 98.651% $394,604,000
</TABLE>
(1) Plus accrued interest from January 18, 2000 if settlement occurs after
that date
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The debentures will be ready for delivery in book-entry form only through
The Depository Trust Company on or about January 18, 2000.
-----------
Merrill Lynch & Co.
Goldman, Sachs & Co. Bear, Stearns & Co. Inc.
Banc of America Securities LLC
BNY Capital Markets, Inc.
Chase Securities Inc.
J.P. Morgan & Co.
Salomon Smith Barney
-----------
The date of this prospectus supplement is January 12, 2000.
<PAGE>
You should rely only on the information contained in or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We
have not, and the underwriters have not, authorized anyone to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not, and the underwriters are
not, making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the information
appearing in this prospectus supplement and the accompanying prospectus, as
well as information we previously filed with the Securities and Exchange
Commission and incorporated by reference, is accurate as of the date on the
front of this prospectus supplement only. Our business, financial condition,
results of operations and prospects may have changed since that date.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
PROSPECTUS SUPPLEMENT
<S> <C>
Documents Incorporated by Reference........................................ S-3
The Company................................................................ S-4
Recent Developments........................................................ S-6
Use of Proceeds............................................................ S-6
Capitalization of Westvaco Corporation..................................... S-7
Summary of Financial Information........................................... S-8
Description of Debentures.................................................. S-9
Underwriting............................................................... S-11
Experts.................................................................... S-12
PROSPECTUS
Documents Incorporated by Reference........................................ 2
Where You Can Find More Information........................................ 2
The Company................................................................ 3
Summary of Financial Information........................................... 3
Use of Proceeds............................................................ 3
Description of Securities.................................................. 4
Plan of Distribution....................................................... 8
Legal Opinions............................................................. 9
Experts.................................................................... 9
</TABLE>
S-2
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus
supplement and the accompanying prospectus, and information that we file later
with the Securities and Exchange Commission will automatically update and
supersede this information. We incorporate by reference the documents of
Westvaco Corporation 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,
1999.
. The Current Reports on Form 8-K dated December 29, 1999 and
January 7, 2000.
. Definitive Proxy Statement, dated December 27, 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.
---------------
S-3
<PAGE>
THE COMPANY
Westvaco Corporation is one of the major producers of paper and
paperboard in the United States. It converts paper and paperboard into a
variety of end-products, manufactures a variety of specialty chemicals,
produces lumber, sells timber from its timberlands and is engaged in land
development. In Brazil, it is a major producer of paperboard and corrugated
packaging for the markets of that country and also operates a folding carton
plant. Westvaco also has a folding carton plant in the Czech Republic. Westvaco
exports products from the United States, Brazil and the Czech Republic to other
countries throughout the world.
The company's principal business segments are the manufacture of (i)
paper products, (ii) packaging products, and (iii) specialty chemicals. The
principal markets for Westvaco's products are in the United States. Sales to
customers outside the United States made up approximately 24% of Westvaco's
total sales in 1999 (1998-25%, 1997-25%). Substantially all products are sold
through the company's own sales force. Westvaco maintains 30 sales offices
located throughout the United States and 29 in foreign countries.
Forest Resources
The principal raw material used in the manufacture of paper, paperboard
and pulp is wood. Westvaco owns 1,446,000 acres of forest land in the United
States and southern Brazil (more than 1,000 miles from the Amazon rainforests).
Westvaco's Cooperative Forest Management Program, established in the 1950s,
provides an additional source of wood fiber from the 1,370,000 acres owned by
participating landowners and managed with assistance from Westvaco foresters.
Westvaco's strategy, based on the location of its mills and the
composition of surrounding forest land ownership, is to provide a portion of
its wood fiber from company-owned land and to rely on private woodland owners
and residues from independent solid wood products plants for substantial
quantities of wood. During 1999, Westvaco furnished 39% (1998-36%, 1997-39%) of
its wood requirements from company-owned land, and an additional 8% (1998-7%,
1997-8%) was purchased from landowners in the Cooperative Forest Management
Program. The remainder was purchased from other private landowners and sawmills
by mill wood procurement organizations. The wood procurement system includes 27
pulpwood concentration and processing yards that are strategically located to
store and ship wood to the mills as needed. The Cooperative Forest Management
Program, private landowners and sawmills continue to provide adequate volumes
of timber to meet our external fiber needs. Westvaco supplied 100% of the wood
for its Brazilian mill from company plantations.
Westvaco forests include plantations, natural stands and fiber farms. The
inventory of growing trees, the basis for volume production, has increased
steadily over the last decade in spite of a steady rise in the volume of wood
harvested. Most of the pine stands harvested are plantations that are
regenerated by establishing new pine plantations. Most hardwood stands that are
harvested are re-established by planned natural regeneration from seeds and
sprouts. Westvaco's hardwood plantation and fiber farm programs are expanding
and involve several domestic species. The quantity of wood harvested by
Westvaco from its lands in any year is primarily controlled by long-range
forest management programs based on integrated wood supply plans.
Research
Westvaco operates major research facilities at Laurel, MD, North
Charleston, SC, and Covington, VA, which provide process and product support
for our manufacturing operations as well as a forest science laboratory at
Summerville, SC. Forest research conducted there, and at satellite centers at
Wickliffe, KY, Rupert, WV, and Tres Barras, State of Santa Catarina, Brazil, is
focused on biotechnology, genetics, tree nutrition, regeneration, stand
management, environmental protection and forest measurements. The goal is
S-4
<PAGE>
increased timber and fiber production on a sustainable basis. The company's
larger divisions and subsidiaries also have product development staffs which
work on product-related projects directed toward specific opportunities of the
individual units.
In 1999, the company incurred $47.3 million (1998-$45.1 million, 1997-
$42.9 million) of research and development costs. Substantially all of the
research projects are company sponsored. Approximately 245 scientists were
employed in research and development activities.
International Operations
In Brazil, Rigesa, a wholly owned subsidiary of Westvaco, operates a
paperboard mill, a corrugated box plant and a consumer packaging plant in
Valinhos, State of Sao Paulo; a paperboard mill in Tres Barras, State of Santa
Catarina; and corrugated box plants in Blumenau, State of Santa Catarina;
Manaus, State of Amazonia; and Pacajus, State of Ceara. Rigesa is one of the
few paper companies in Brazil which is integrated from the forests to the
markets. This fact, combined with technology drawn from Westvaco's U.S.
experience, has provided Rigesa with a history of high-quality products and
strong growth. Rigesa accounted for approximately 13% of packaging segment
operating profit in 1999.
Westvaco's Czech Republic subsidiary, Westvaco Svitavy, spol. s r.o.
("Svitavy"), operates a consumer packaging plant in that country. Svitavy
supplies consumer packaging to the markets of Eastern, Central and Western
Europe. The packaging is made primarily from distinctive paper and paperboard
produced by Westvaco in the United States.
Export sales from Westvaco's U.S. operations made up approximately 18% of
Westvaco's 1999 sales (1998-17%, 1997-16%). Sales of our foreign operating
subsidiaries, including exports, were 6% of Westvaco's total sales (1998-8%,
1997-9%).
During the second fiscal quarter of 1999, Westvaco acquired a 45%
interest in a new consumer packaging business with a plant in Guangzhou, China.
The plant is owned by a subsidiary of Shorewood Packaging Corporation.
Environmental Protection
Westvaco is subject to federal and state environmental laws and
regulations in all jurisdictions in which it has operating facilities.
Compliance with these requirements involves the diversion of capital from
production facilities and increases operating costs. In the opinion of
Westvaco's management, environmental protection requirements are not likely to
adversely affect the company's competitive industry position since other
domestic companies are subject to similar requirements. In 1995, the company
authorized removal of elemental chlorine from all of its pulp bleaching
processes. This important initiative, completed during 1997 at a cost of
approximately $110 million, represents a major step by Westvaco in addressing
subsequent EPA regulations for the U.S. pulp and paper industry regarding air
and water quality. These regulations, known as the Cluster Rule, were published
in April 1998. The company anticipates additional capital costs to comply with
other parts of these new regulations over the next several years to be in the
range of $100 million to $150 million, which will also increase operating costs
in the range of $3 million to $7 million annually.
Employees
At October 31, 1999, Westvaco employed approximately 12,750 persons, of
whom 5,980 domestic employees are represented by various labor unions under
collective bargaining agreements.
S-5
<PAGE>
Westvaco was incorporated in 1899 under the laws of Delaware as the West
Virginia Pulp and Paper Company; its name was changed to Westvaco Corporation
on March 3, 1969. The principal executive offices of Westvaco are located at
299 Park Avenue, New York, New York 10171, and its telephone number at that
address is 212-688-5000. Unless otherwise indicated or the context otherwise
requires, the term "Westvaco" refers to Westvaco Corporation and its
consolidated subsidiaries.
RECENT DEVELOPMENTS
Temple-Inland Evadale Mill Acquisition
On December 29, 1999 Westvaco completed the acquisition of Temple-Inland
Inc.'s bleached paperboard mill in Evadale, Texas. The transaction also
included a long-term contract with Temple-Inland for the supply of wood fiber
to the mill. The Evadale mill's annual production capacity of 670,000 tons will
increase Westvaco's total bleached paperboard production capacity to 1.6
million tons.
Notes Financing
On November 10, 1999, Westvaco issued $200 million aggregate principal
amount of 6.85% Notes due November 15, 2004 and $200 million aggregate
principal amount of 7.10% Notes due November 15, 2009. Westvaco used the net
proceeds from the sale of both series of notes to fund part of the acquisition
of Temple-Inland Inc.'s bleached paperboard mill in Evadale, Texas as described
under "--Temple-Inland Evadale Mill Acquisition."
Mebane Acquisition
On January 7, 2000 Westvaco completed the acquisition of Mebane Packaging
Group, Inc., a leading supplier of packaging for pharmaceutical products and
personal care items with more than $130 million in annual sales. Mebane has
seven packaging plants located in Greenville, Mississippi, Garner and Mebane,
North Carolina, Chatham and Kearny, New Jersey, Memphis, Tennessee, and Caguas,
Puerto Rico. Mebane employs approximately 900 people.
USE OF PROCEEDS
The net proceeds from the sale of the debentures will be added to
Westvaco's general corporate funds and will be available for repayment of
existing debt, future capital outlays and for working capital purposes.
S-6
<PAGE>
CAPITALIZATION OF WESTVACO CORPORATION
The following table shows the unaudited consolidated capitalization of
Westvaco at October 31, 1999, as adjusted to reflect the sale 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 on
November 10, 1999 and as further adjusted to reflect the sale of the debentures
offered hereby.
<TABLE>
<CAPTION>
October 31, 1999
-----------------------------------
As Further
Actual As Adjusted Adjusted
---------- ----------- ----------
(unaudited, in thousands)
<S> <C> <C> <C>
Long-term obligations
Notes:
6.85%, due November 15, 2004............ $ -- $ 200,000 $ 200,000
7.10%, due November 15, 2009............ -- 200,000 200,000
Debentures:
9.65%, due 2002......................... 100,000 100,000 100,000
9 3/4%, due 2020........................ 100,000 100,000 100,000
8.20%, due 2030......................... -- -- 400,000
Sinking fund debentures:..................
7%, due 2004-2023....................... 150,000 150,000 150,000
7 1/2%, due 2008-2027................... 150,000 150,000 150,000
7.65%, due 2008-2027.................... 150,000 150,000 150,000
7.75%, due 2004-2023.................... 150,000 150,000 150,000
8 1/8%, due 2001-2007................... 17,100 17,100 17,100
8.30%, due 2003-2022.................... 125,000 125,000 125,000
10 1/8%, due 2001-2019.................. 95,000 95,000 95,000
10 1/4%, due 2001-2018.................. 80,000 80,000 80,000
10.30%, due 2001-2019................... 95,000 95,000 95,000
Pollution control revenue bonds:
5.85--10 1/2%, due 2000-2026............ 74,075 74,075 74,075
Industrial revenue bonds:
7%--7.67%, due 2001-2027................ 94,530 94,530 94,530
Economic development bonds:
8 3/4%, due 2001-2010................... 4,190 4,190 4,190
Notes payable and other..................... 117,282 117,282 117,282
---------- ---------- ----------
Total long-term obligations............... 1,502,177 1,902,177 2,302,177
Shareholders' equity:
Common stock, $5 par, 300,000,000
authorized, 103,170,667 shares issued at
October 31, 1999......................... 765,810 765,810 765,810
Retained income........................... 1,607,504 1,607,504 1,607,504
Common stock in treasury, at cost:
2,877,824 shares at October 31, 1999..... (72,045) (72,045) (72,045)
Accumulated other comprehensive income
(loss)................................... (129,981) (129,981) (129,981)
---------- ---------- ----------
Total shareholders' equity................ 2,171,288 2,171,288 2,171,288
---------- ---------- ----------
Total Capitalization.................. $3,673,465 $4,073,465 $4,473,465
========== ========== ==========
</TABLE>
S-7
<PAGE>
SUMMARY OF FINANCIAL INFORMATION
The following is a summary of certain financial information of Westvaco
and its consolidated subsidiaries. With the exception of the inclusion of the
ratios of earnings to fixed charges, the following amounts were derived from
Westvaco's consolidated financial statements and other financial data contained
in its Annual Report on Form 10-K for the fiscal year ended October 31, 1999
(see "Documents Incorporated by Reference").
<TABLE>
<CAPTION>
Year Ended October 31,
----------------------------------------------------------
1995 1996 1997 1998 1999
---------- ---------- ---------- ---------- ----------
(dollars in thousands, except ratios)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data
Net Sales............... $3,272,447 $3,045,450 $2,982,288 $2,885,917 $2,801,849
Other income............ 30,297 29,065 28,743 18,747 29,384
---------- ---------- ---------- ---------- ----------
3,302,744 3,074,515 3,011,031 2,904,664 2,831,233
Cost of goods sold (ex-
cludes depreciation)... 2,266,807 2,173,719 2,161,194 2,071,011 1,969,515
Selling, research and
administration ex-
pense.................. 235,100 234,366 240,814 238,097 230,963
Depreciation and amorti-
zation................. 230,306 240,411 269,151 280,981 280,470
Restructuring charge.... -- -- -- -- 78,771
Interest expense........ 100,205 90,063 93,272 110,162 123,538
---------- ---------- ---------- ---------- ----------
Income before taxes..... 470,326 335,956 246,600 204,413 147,976
Income taxes............ 186,900 123,800 83,900 72,400 36,800
---------- ---------- ---------- ---------- ----------
Net income (a).......... $ 280,836 $ 212,156 $ 162,700 $ 132,013 $ 111,176
========== ========== ========== ========== ==========
Balance Sheet Data (at
period end)
Cash & marketable secu-
rities................. $ 151,823 $ 115,368 $ 175,354 $ 105,050 $ 108,792
Working capital......... 358,315 297,158 399,631 272,067 312,894
Total assets............ 4,252,732 4,437,498 4,898,787 5,008,668 4,896,692
Long-term obligations... 1,147,020 1,153,447 1,512,621 1,526,343 1,502,177
Shareholders' equity.... 2,080,551 2,209,737 2,278,568 2,246,448 2,171,288
Cash Flow Data
EBITDA (b).............. 800,837 666,430 609,023 595,556 551,984
Net cash provided by
operating activities... 522,644 521,818 390,683 406,706 412,713
Net cash used in
investing activities... (279,208) (458,182) (592,968) (416,029) (229,892)
Net cash (used in)
provided by financing
activities............. (169,650) (99,722) 262,917 (56,970) (160,573)
Capital expenditures.... 290,053 521,598 621,172 422,984 228,879
Dividends............... 77,929 89,539 89,778 89,300 88,191
Ratio of earnings to
fixed charges.......... 4.90x 3.73x 2.67x 2.27x 1.96x
</TABLE>
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(a) The 1995 fiscal year includes an extraordinary charge of $2.59 million for
the extinguishment of higher interest rate debt.
(b) EBITDA represents income before taxes plus interest expense, depreciation
and amortization. Westvaco's EBITDA is included in this prospectus
supplement because it is a measure used by Westvaco's management to assess
Westvaco's operating results and liquidity. EBITDA should not be
considered in isolation or viewed as a substitute for cash flow from
operations, net income or other measures of performance as defined by
generally accepted accounting principles and presented in Westvaco's
consolidated financial statements. EBITDA may not be comparable to other
similarly titled measures of other companies.
For the purpose of computing the consolidated ratio of earnings to fixed
charges (1) earnings have been calculated by adding income taxes and fixed
charges (excluding capitalized interest) to net income before the extraordinary
charge and the cumulative effect of accounting changes, and (2) fixed charges
comprise the total of interest charges and a portion of rentals determined to
be representative of the interest factor.
S-8
<PAGE>
DESCRIPTION OF DEBENTURES
The debentures mature on January 15, 2030. The debentures bear interest
at the rate set forth on the cover page hereof, payable semi-annually on
January 15 and July 15 of each year to the registered holders thereof on the
preceding January 1, or July 1, as the case may be, commencing July 15, 2000.
The debentures do not have the benefit of a sinking fund. The debentures are
unsecured obligations of Westvaco and will rank equally with all other
unsecured and unsubordinated indebtedness of Westvaco. The debentures will not
be redeemable at the option of Westvaco or the holders thereof. The debentures
will be issued in denominations of $1,000 and multiples thereof.
The aggregate principal amount of debentures is limited to $400,000,000.
The Indenture does not limit the amount of other debt that may be issued by
Westvaco except for certain secured debt as described in the prospectus under
"Restrictive Covenants."
Book-Entry System
The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the debentures. The debentures will be issued as
fully-registered securities registered in the name of Cede & Co. (DTC's
partnership nominee). One or more fully-registered global debenture
certificates will be issued for the debentures and will be deposited with, or
on behalf of, DTC.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the settlement among
Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants").
The Rules applicable to DTC and its Participants are on file with the
Securities and Exchange Commission.
Purchases of debentures under the DTC system must be made by or through
Direct Participants, which will receive a credit for the debentures on DTC's
records. The ownership interest of each actual purchaser of the debentures
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the debentures are to be accomplished by entries made on the books
of Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in the
debentures, except in the event that use of the book-entry system for the
debentures is discontinued.
To facilitate subsequent transfers, all debentures deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of debentures with DTC and their registration in the
name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the debentures; DTC's records
reflect only the identity of the Direct Participants to whose accounts such
debentures are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
S-9
<PAGE>
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to the
debentures. Under its usual procedures, DTC would mail an Omnibus Proxy to
Westvaco as soon as possible after the record date. The Omnibus Proxy would
assign Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts the debentures are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
Principal and interest payments on the debentures will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on the payable date
in accordance with their respective holdings shown on DTC's records unless DTC
has reason to believe that it will not receive payment on the payable date.
Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name", and
will be the responsibility of such Participant and not of DTC, Westvaco or the
Trustee, subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of principal and interest to DTC is the
responsibility of Westvaco or the Trustee, disbursement of such payments to
Direct Participants is the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners is the responsibility of Direct and Indirect
Participants.
DTC may discontinue providing its services as securities depository with
respect to the debentures at any time by giving reasonable notice to Westvaco
or the Trustee. Under such circumstances, in the event that a successor
securities depository is not obtained, definitive certificates are required to
be printed and delivered.
Westvaco may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
definitive certificates will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Westvaco believes to be reliable,
but Westvaco takes no responsibility for the accuracy thereof.
S-10
<PAGE>
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement,
Westvaco has agreed to sell to each of the underwriters named below, and each
of the underwriters has severally agreed to purchase from Westvaco, the
respective principal amount of debentures set forth opposite its name below:
<TABLE>
<CAPTION>
Principal
Underwriter Amount
----------- ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated....................................... $160,000,000
Goldman, Sachs & Co. ....................................... 100,000,000
Bear, Stearns & Co. Inc. ................................... 60,000,000
Banc of America Securities LLC.............................. 16,000,000
BNY Capital Markets, Inc. .................................. 16,000,000
Chase Securities Inc. ...................................... 16,000,000
J.P. Morgan Securities Inc. ................................ 16,000,000
Salomon Smith Barney Inc. .................................. 16,000,000
------------
Total.................................................. $400,000,000
============
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
underwriters are committed to take and pay for all of the debentures offered
hereby if any are taken.
Westvaco has agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act, and to contribute
to payments that the underwriters may be required to make in respect thereof.
Commissions and Discounts
The underwriters propose initially to offer the debentures to the public
at the public offering price set forth on the cover page of this prospectus
supplement, and to certain dealers at such price less a concession not in
excess of .5% per debenture. The underwriters may allow, and such dealers may
reallow, a discount not in excess of .25% per debenture to certain brokers and
dealers. After the initial public offering, the public offering price,
concession and discount may be changed. Westvaco estimates that the total
expenses of this offering will be $325,000.
New Issue of Debentures
Prior to this offering, there has been no public market for the
debentures. The underwriters have advised Westvaco that they intend to make a
market in the debentures but are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the debentures or that an active market
will develop. Westvaco does not intend to apply for the debentures to be listed
on any national securities exchange or national securities quotation system.
Price Stabilization and Short Positions
In connection with this offering, the rules of the Securities and
Exchange Commission permit the underwriters to engage in transactions that
stabilize the price of the debentures. Such transactions may consist of bids or
purchases for the purpose of pegging, fixing or maintaining the price of the
debentures.
If the underwriters create a short position in the debentures in
connection with this offering (i.e., if they sell more debentures than are set
forth on the cover page of this prospectus supplement), the underwriters may
reduce that short position by purchasing debentures in the open market.
S-11
<PAGE>
Other Relationships
Certain of the underwriters and their affiliates have from time to time
provided commercial banking or investment banking advisory services to
Westvaco, for which they have received customary compensation, and may continue
to do so in the future.
EXPERTS
The consolidated financial statements incorporated in this prospectus
supplement and the accompanying prospectus by reference to Westvaco's Annual
Report on Form 10-K for the fiscal year ended October 31, 1999 have been so
incorporated by reference in reliance on the report of PricewaterhouseCoopers
LLP, independent public accountants, given on the authority of such firm as
experts.
S-12
<PAGE>
Westvaco Corporation
Debt Securities
---------------
By this prospectus, we may offer up to $800,000,000 of debt securities.
Market conditions at the time these securities are sold will determine the
prices and terms of these securities.
Each issue of securities under this prospectus may have a different
aggregate principal amount, maturity date, public offering price, interest rate
or rates, timing of interest payments, provisions for redemption, sinking fund
requirements, and other variable terms. The specific terms of each offering of
debt securities under this prospectus will be included in an accompanying
prospectus supplement.
This prospectus may not be used to consummate sales of offered securities
unless accompanied by a prospectus supplement. You should read this prospectus
and the accompanying prospectus supplement carefully before you invest.
---------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
---------------
We may sell securities under this prospectus to or through underwriters.
We may also sell these securities directly to other purchasers or through
agents.
---------------
The date of this prospectus is November 30, 1999.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus,
and information that we file later with the Securities and Exchange Commission
will automatically update and supersede this information. We incorporate by
reference the documents of Westvaco listed below and any future filings made
with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, until we sell all of the
securities. A document will be incorporated by reference on the date it is
filed.
. Annual Report on Form 10-K for the fiscal year ended October 31,
1998.
. Quarterly Report on Form 10-Q for the fiscal quarter ended January
31, 1999.
. Quarterly Report on Form 10-Q for the fiscal quarter ended April 30,
1999.
. Quarterly Report on Form 10-Q for the fiscal quarter ended July 31,
1999.
. Current Report on Form 8-K dated October 5, 1999.
. Current Report on Form 8-K dated November 12, 1999.
. Current Report on Form 8-K dated November 18, 1999.
. Definitive proxy statement, dated December 28, 1998, and additional
proxy materials, dated February 1, 1999.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address: Mr. John W. Hetherington, Vice
President and Secretary, Westvaco Corporation, 299 Park Avenue, New York, New
York 10171, telephone (212) 318-5280.
You should rely only on the information contained or incorporated by
reference in this prospectus or any prospectus supplement. We have not
authorized any other person to provide you with different information. We are
not making an offer of these securities in any jurisdiction where the offer is
not permitted. You should assume that the information appearing in this
prospectus or any prospectus supplement, as well as information we previously
filed with the Securities and Exchange Commission and incorporated by
reference, is accurate as of the date on the front of those documents only.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Our filings are
available to the public over the Internet at the Securities and Exchange
Commission's web site at http://www.sec.gov. You may also read and copy any
document we file at the Securities and Exchange Commission's public reference
rooms at 450 Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade Center,
New York, New York 10048; and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Please call the Securities and Exchange
Commission at 1-800-SEC-0330 for further information on the public reference
rooms.
This prospectus is a part of a registration statement on Form S-3 and the
related amendments and exhibits filed with the Securities and Exchange
Commission. This prospectus does not contain all of the information in the
registration statement. Please refer to the registration statement and its
exhibits for further information regarding Westvaco and the offered securities.
2
<PAGE>
THE COMPANY
Westvaco Corporation is one of the major producers of paper and
paperboard in the United States. It converts paper and paperboard into a
variety of end-products, manufactures a variety of specialty chemicals,
produces lumber, sells timber from its timberlands and is engaged in land
development. In Brazil, it is a major producer of paperboard and corrugated
packaging for the markets of that country and also operates a folding carton
plant. Westvaco also has a folding carton plant in the Czech Republic. Westvaco
exports products from the United States, Brazil and the Czech Republic to other
countries throughout the world.
Westvaco was incorporated in 1899 under the laws of Delaware as the West
Virginia Pulp and Paper Company; its name was changed to Westvaco Corporation
on March 3, 1969. The principal executive offices of Westvaco are located at
299 Park Avenue, New York, New York 10171, and its telephone number at that
address is 212-688-5000. Unless otherwise indicated or the context otherwise
requires, the term "Westvaco" refers to Westvaco Corporation and its
consolidated subsidiaries.
SUMMARY OF FINANCIAL INFORMATION
The following is a summary of certain financial information of Westvaco
and its consolidated subsidiaries. With the exception of the inclusion of the
ratios of earnings to fixed charges, the following amounts were derived from
Westvaco's consolidated financial statements and other financial data contained
in its Annual Report on Form 10-K for the fiscal year ended October 31, 1998
and its Quarterly Report on Form 10-Q for the fiscal quarter ended July 31,
1999 (see "Documents Incorporated by Reference").
<TABLE>
<CAPTION>
Nine Months
Year Ended October 31, Ended July 31
---------------------------------------------------------- ----------------------
1994 1995 1996 1997 1998 1998 1999
---------- ---------- ---------- ---------- ---------- ---------- ----------
(In thousands, except per share data and ratios)
<S> <C> <C> <C> <C> <C> <C> <C>
Sales................... $2,607,474 $3,272,447 $3,045,450 $2,982,288 $2,885,917 $2,154,126 $2,030,398
Net income.............. 103,606 280,836 212,156 162,700 132,013 98,796 87,503
Net income per share of
common stock--Basic.... 1.03 2.78* 2.09 1.60 1.30 0.97 0.87
Net Income per share of
common stock--Diluted.. 1.03 2.76* 2.07 1.58 1.30 0.97 0.87
Ratio of earnings to
fixed charges.......... 2.25x 4.90x 3.73x 2.67x 2.27x 2.26x 2.17x
</TABLE>
- --------
* The 1995 fiscal year includes an extraordinary charge of $.02 per share for
the extinguishment of higher interest rate debt.
For the purpose of computing the consolidated ratio of earnings to fixed
charges (1) earnings have been calculated by adding income taxes and fixed
charges (excluding capitalized interest) to net income before the extraordinary
charge and the cumulative effect of accounting changes, and (2) fixed charges
comprise the total of interest charges and a portion of rentals determined to
be representative of the interest factor.
USE OF PROCEEDS
Except as otherwise set forth in the accompanying prospectus supplement
relating to an offering of the Securities, the net proceeds from the sale of
the Securities being offered will be added to Westvaco's general corporate
funds and will be available for future capital outlays, for working capital
purposes and for the repayment of existing debt.
3
<PAGE>
DESCRIPTION OF SECURITIES
The Securities are to be issued under an Indenture, dated as of March 1,
1983 (the "Indenture"), between Westvaco and The Bank of New York (formerly
known as Irving Trust Company), as Trustee (the "Trustee"), a copy of which is
filed as an exhibit to the registration statement. The following summaries of
certain provisions of the Indenture do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all provisions
of the Indenture, including the definitions therein of certain terms. Wherever
particular Sections or defined terms of the Indenture are referred to, it is
intended that such Sections or defined terms shall be incorporated herein by
reference. The following sets forth certain general terms and provisions of the
Securities to which any prospectus supplement may relate. The particular terms
of the Securities offered by any prospectus supplement (the "Offered
Securities") and the extent, if any, to which such general provisions may apply
to the Securities so offered, will be described in the prospectus supplement
relating to such Offered Securities.
General
The Indenture does not limit the aggregate principal amount of Securities
which may be issued thereunder and provides that Securities may be issued from
time to time in one or more series. The Securities will be unsecured
obligations of Westvaco.
Reference is made to the prospectus supplement relating to the particular
series of Securities offered thereby for the following terms of the Offered
Securities:
. the title of the Offered Securities;
. any limit on the aggregate principal amount of the Offered Securities;
. the price or prices (expressed as a percentage of the aggregate
principal amount thereof) at which the Offered Securities will be
issued;
. the date or dates on which the Offered Securities will mature;
. the rate or rates (which may be fixed or variable) per annum at which
the Offered Securities will bear interest, if any;
. the date from which such interest, if any, on the Offered Securities
will accrue, the dates on which such interest, if any, will be payable,
the date on which payment of such interest, if any, will commence and
the Regular Record Dates for such Interest Payment Dates, if any;
. the ranking of the Offered Securities relative to any and all other
securities of Westvaco theretofore issued;
. the dates, if any, on which and the price or prices at which the Offered
Securities will, pursuant to any mandatory sinking fund provisions, or
may, pursuant to any optional sinking fund or to any purchase fund
provisions, be redeemed by Westvaco, and the other detailed terms and
provisions of such sinking and/or purchase funds;
. the date, if any, after which and the price or prices at which the
Offered Securities may, pursuant to any optional redemption provisions,
be redeemed at the option of Westvaco or of the Holder thereof and the
other detailed terms and provisions of such optional redemption; and
. any other terms of the series (which will not be inconsistent with the
provisions of the indenture).
Unless otherwise indicated in the related prospectus supplement,
principal of and premium, if any, and interest, if any, on the Securities will
be payable, and the transfer of the Securities will be registrable, at the
office of the Trustee in the Borough of Manhattan, The City of New York, except
that, at the option of Westvaco, interest may be paid by mailing a check to the
address of the person entitled thereto as it appears on the Security Register.
(Sections 301, 305, 1002)
4
<PAGE>
Unless otherwise indicated in the related prospectus supplement, the
Securities will be issued only in fully registered form without coupons and in
denominations of $1,000 or any integral multiple thereof. No service charge
will be made for any transfer or exchange of the Securities, but Westvaco may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. (Sections 302, 305)
Securities may be issued as Original Issue Discount Securities to be sold
at a substantial discount below their principal amount. Special federal income
tax and other considerations applicable thereto will be described in the
prospectus supplement relating thereto.
The Indenture does not contain any covenants or other provisions which
would afford Holders of Securities protection in the event of a highly
leveraged transaction involving Westvaco.
Restrictive Covenants
Limitations on Liens. The Indenture provides that so long as any of the
Securities are outstanding Westvaco will not, and will not permit any Domestic
Subsidiary (as defined) to, issue, assume or guarantee any debt for money
borrowed (herein referred to as "Debt") if such Debt is secured by any
mortgage, security interest, pledge or other lien (herein referred to as a
"mortgage") upon any Principal Property (as defined) of Westvaco or any
Domestic Subsidiary or any shares of stock or indebtedness of any Domestic
Subsidiary, whether owned at the date of the Indenture or thereafter acquired,
without effectively securing the Securities equally and ratably with such Debt.
The foregoing restriction does not apply to:
(1) mortgages on any property acquired, constructed or improved
after the date of the Indenture which are created or assumed within 120
days after such acquisition, construction or improvement (or within six
months thereafter pursuant to a firm commitment for financing
arrangements entered into within such 120 day period) to secure or
provide for the payment of the purchase price or cost thereof incurred
after the date of the Indenture, or existing mortgages on property
acquired, provided such mortgages shall not apply to any property
theretofore owned by Westvaco or a Domestic Subsidiary other than
theretofore unimproved real property;
(2) mortgages existing on any property acquired from a corporation
merged with or into Westvaco or a Domestic Subsidiary;
(3) mortgages on property of any corporation existing at the time
it becomes a Domestic Subsidiary;
(4) mortgages securing Debt owed by a Domestic Subsidiary to
Westvaco or to another Domestic Subsidiary;
(5) mortgages in favor of governmental bodies to secure advance or
other payments pursuant to any contract or statute or to secure
indebtedness incurred to finance the purchase price or cost of
constructing or improving the property subject to such mortgages;
(6) mortgages on timberlands in connection with an arrangement
under which Westvaco or a Domestic Subsidiary is obligated to cut or pay
for timber in order to provide the secured party with a specified amount
of money, however determined; or
(7) mortgages for extending, renewing or replacing Debt secured by
any mortgage referred to in the foregoing clauses (1) to (6) inclusive
or in this clause or any mortgages existing on the date of the
Indenture. Such restriction does not apply to the issuance, assumption
or guarantee by Westvaco or any Domestic Subsidiary of Debt secured by a
mortgage which would otherwise be subject to the foregoing restriction
up to an aggregate amount which, together with all other secured Debt
(not including secured Debt permitted under the foregoing exceptions)
and the Value (as defined) of Sale
5
<PAGE>
and Lease-back Transactions existing at such time (other than Sale 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)
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
6
<PAGE>
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
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)
7
<PAGE>
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 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.
8
<PAGE>
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 Cahill Gordon & Reindel (a
partnership including a professional corporation), New York, New York. Mr.
Willkie is the beneficial owner of shares of Westvaco's common stock held in
trust under Westvaco's Savings and Investment Plan. He is also the recipient of
stock options granted by Westvaco.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to Westvaco's Annual Report on Form 10-K for the fiscal year ended
October 31, 1998 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
9
<PAGE>
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$400,000,000
WESTVACO CORPORATION
8.20% Debentures due 2030
-----------------------
PROSPECTUS SUPPLEMENT
-----------------------
Merrill Lynch & Co.
Goldman, Sachs & Co.
Bear, Stearns & Co. Inc.
Banc of America Securities LLC
BNY Capital Markets, Inc.
Chase Securities Inc.
J.P. Morgan & Co.
Salomon Smith Barney
January 12, 2000
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