UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report: July 7, 2000
WESTVACO CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1-3013 13-1466285
(State or other) (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
299 PARK AVENUE, NEW YORK, NEW YORK 10171
(Zip Code)
Registrant's telephone number, including area code (212) 688-5000
ITEM 5. OTHER EVENTS
Westvaco issued a news release on July 6, 2000, announcing that
it has begun a cash tender offer for all of the $100 million
aggregate principal amount of IMPAC Group, Inc.'s 10 1/8% Senior
Subordinated Notes due 2008, as well as a related consent
solicitation to amend the indenture governing the notes. A copy
of the news release is filed as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99 News release issued by the Company on July 6, 2000
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
WESTVACO CORPORATION
By _______________________
John W. Hetherington
Vice President and
Secretary
Date: July 7, 2000
EXHIBIT INDEX
Page No.
Exhibit 99 News release issued by the Company on July 7, 2000 4
Exhibit 99
Media Contacts: William P. Fuller III (212) 318-5250
Investor Relations Contact: Roger A. Holmes (212) 318-5288
WESTVACO ANNOUNCES CASH TENDER FOR IMPAC GROUP DEBT
Offer covers 10 1/8% Senior Subordinated Notes Due 2008 and Related
Consent Solicitation
New York, NY, July 6, 2000 Westvaco Corporation (NYSE:W) today
announced that it has begun a cash tender offer for all of the $100
million aggregate principal amount of IMPAC Group, Inc.'s 10 1/8%
Senior Subordinated Notes due 2008, as well as a related consent
solicitation to amend the indenture governing the notes.
The tender offer and consent solicitation are being conducted in
connection with Westvaco's previously announced plan to acquire IMPAC.
IMPAC is a leading global supplier of high-value specialty packaging
and printing solutions for a wide variety of consumer product markets
including entertainment, cosmetics and health and beauty aids.
The total consideration to be paid for each validly tendered note
and properly delivered consent will be based upon a fixed spread of 50
basis points over the yield to maturity on the 5 1/2% U.S. Treasury
Note due March 31, 2003, inclusive of a consent payment of $25.00 per
$1,000 principal amount of the notes. The consent payment will be paid
only for securities tendered on or prior to the consent expiration
date. The yield to maturity of the reference U.S. Treasury Note used in
the fixed spread formula will be set at 11:00 a.m. (EDT), on Thursday,
July 20, 2000, unless the offer is extended.
The consent solicitation will expire at 5:00 p.m. (EDT) on
Wednesday, July 26, 2000, unless extended. The tender offer will expire
at 5:00 p.m. (EDT) on Thursday, August 3, 2000, unless extended.
Holders who tender their notes prior to the consent expiration date
will be required to consent to the proposed amendments, and holders who
consent will be required to tender their notes. Holders who tender
their notes after the consent expiration date will not be entitled to
receive the consent payment. The offer is subject to the satisfaction
of certain conditions, including the valid tender of at least a
majority in aggregate principal amount of the outstanding notes and the
receipt of consents from the holders thereof. The purpose of the
consent solicitation is to amend the indenture governing the notes to
eliminate substantially all of the restrictive covenants contained in
the indenture.
The tender offer documents are being distributed to bondholders
beginning today. J.P. Morgan & Co. is the exclusive Dealer Manager and
Solicitation Agent for the tender offer and the consent solicitation
and can be contacted at (800) 831-2035. D.F. King & Co., Inc. is the
Information Agent and can be contacted at (212) 269-5550 (collect) or
(800) 659-6590.
Westvaco Corporation (www.westvaco.com), headquartered in New York, NY,
is a major producer of packaging, paper and specialty chemicals. The
company serves customers in more than 70 countries with operations in
the United States, South America, Asia and Europe.
Certain statements in this document may be "forward looking"
within the meaning of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements are not guarantees of future
performance and are subject to known and unknown risks and
uncertainties as described in Westvaco's 1999 Annual Report and other
public documents.
