FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission file number: 0-7574
WAUSAU PAPER MILLS COMPANY SALARIED
SAVINGS AND INVESTMENT PLAN
(Full title of the plan and the address of the plan, if different
from the issuer named below)
WAUSAU PAPER MILLS COMPANY
ONE CLARK'S ISLAND
P.O. BOX 1408
WAUSAU, WI 54402-1408
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
<PAGE>
REQUIRED INFORMATION
WAUSAU PAPER MILLS COMPANY
SALARIED SAVINGS AND INVESTMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Year Ended December 31, 1995
TABLE OF CONTENTS
Page
Independent Auditor's Report 2
Financial Statements:
Statements of Net Assets Available for Benefits 4
Statement of Changes in Net Assets Available for
Benefits 5
Notes to Financial Statements 6
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes 10
Schedule of Reportable Transactions 11
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Employee Benefits Committee of the
Wausau Paper Mills Company
Wausau, Wisconsin
We have audited the accompanying statements of net assets
available for benefits of the WAUSAU PAPER MILLS COMPANY SALARIED
SAVINGS AND INVESTMENT PLAN as of December 31, 1995 and 1994, and
the related statement of changes in net assets available for
benefits for the year ended December 31, 1995. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
Except as discussed in the following paragraph, we conducted our
audits in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
As permitted by 29 CFR 2520.103-8 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974, investment assets
held by Employer's Life Insurance Company of Wausau, the contract
administrator of the Plan, and transactions in those assets were
excluded from the scope of our audit of the Plan's 1994 financial
statements, except for comparing the information provided by the
contract administrator with the related information included in
the financial statements.
Because of the significance of the information that we did not
audit, we are unable to, and do not express an opinion on the
Plan's financial statements as of December 31, 1994. The form and
content of the information included in the 1994 financial
statements, other than that derived from the information certified
by the contract administrator, have been audited by us and, in our
opinion, are presented in compliance with the Department of
Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974.
In our opinion, the financial statements referred to above, of the
WAUSAU PAPER MILLS COMPANY SALARIED SAVINGS AND INVESTMENT PLAN as
of December 31, 1995, and for the year then ended present fairly,
in all material respects, the net assets available for benefits of
the WAUSAU PAPER MILLS COMPANY SALARIED SAVINGS AND INVESTMENT
PLAN as of December 31, 1995, and changes in net assets available
for benefits for the year then ended in conformity with generally
accepted accounting principles.
<PAGE>
Our audit of the Plan's financial statements as of and for the
year ended December 31, 1995 was conducted for the purpose of
forming an opinion on the financial statements taken as a whole.
The supplemental schedules of assets held for investment purposes
and reportable transactions as of and for the year ended December
31, 1995 are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied
in the audit of the basic financial statements for the year ended
December 31, 1995, and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.
WIPFLI ULLRICH BERTELSON
Certified Public Accountants
April 25, 1996
Wausau, Wisconsin
<PAGE>
WAUSAU PAPER MILLS COMPANY
SALARIED SAVINGS AND INVESTMENT PLAN
<TABLE>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1995 and 1994
<CAPTION>
Neuberger Marshall
Fidelity & Berman & Ilsley
General Magellan Guardian Balanced Participant
Account Fund Fund Fund Loans Total
<S> <C> <C> <C> <C> <C> <C>
Net assets available for benefits
December 31, 1995:
Investments $5,238,988 $5,109,017 $2,984,226 $ 592,741 $ $13,924,972
Participant loans receivable 201,284 201,284
Contributions receivable:
Employer 2,592 3,746 1,339 548 8,225
Employee (withheld, not
yet received) 26,915 4,947 8,862 2,787 43,511
Interest receivable 32 32
Net assets available for benefits $5,268,495 $5,117,710 $2,994,427 $ 596,076 $ 201,316 $14,178,024
Net assets available for benefits
December 31, 1994:
Investments $4,460,858 $2,867,046 $1,888,721 $ 615,063 $ $ 9,831,688
Participant loans receivable 125,835 125,835
Contributions receivable:
Employer 1,043 1,486 570 198 3,297
Employee (withheld, not
yet received) 4,547 8,505 3,848 1,452 18,352
Net assets available for benefits $4,466,448 $2,877,037 $1,893,139 $ 616,713 $ 125,835 $ 9,979,172
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
WAUSAU PAPER MILLS COMPANY
SALARIED SAVINGS AND INVESTMENT PLAN
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 1995
<CAPTION>
Neuberger Marshall
Fidelity & Berman & Ilsley
General Magellan Guardian Balanced Participant
Account Fund Fund Fund Loans Total
<S> <C> <C> <C> <C> <C> <C>
Additions:
Contributions receivable:
Employer $ 90,104 $ 90,970 $ 54,510 $ 13,539 $ $ 249,123
Employee 619,610 609,969 354,466 86,250 1,670,295
Earnings on investments 344,454 1,169,814 630,513 89,095 13,984 2,247,860
Transfers from other funds 193,900 72,922 50,683 317,505
Merged assets 223,898 215,115 75,788 52,459 14,085 581,345
Total additions 1,278,066 2,279,768 1,188,199 241,343 78,752 5,066,128
Deductions:
Employee benefits and
withdrawals 401,800 38,714 86,704 17,857 3,271 548,346
Administrative expenses 679 381 207 158 1,425
Transfers to other funds 73,540 243,965 317,505
Total deductions 476,019 39,095 86,911 261,980 3,271 867,276
Net additions (deductions) 802,047 2,240,673 1,101,288 ( 20,637) 75,481 4,198,852
Net assets available for
benefits at beginning of
year 4,466,448 2,877,037 1,893,139 616,713 125,835 9,979,172
Net assets available for
benefits at end of year $5,268,495 $5,117,710 $2,994,427 $ 596,076 $ 201,316 $14,178,024
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
WAUSAU PAPER MILLS COMPANY
SALARIED SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Method of Accounting
The financial statements of Wausau Paper Mills Company Salaried
Savings and Investment Plan (the "Plan") are maintained on the
accrual basis of accounting.
Investment Valuation
Investments are stated at fair value. The investments in the
pooled separate account, the common/collective trusts and the
registered investment company are based on the fair market value
of the investments at the last reported sales price on the last
business day of the Plan year including current year income and
investment expenses. The fair value of investment in the general
account is at contract value. Contract value represents
contributions made under the contract plus interest at the
contract rate. The carrying value of the participant loans
approximates market.
Investment income on the statement of changes in net assets
available for benefits includes unrealized appreciation or
depreciation, realized gains and losses, interest and dividends.
Specific detail of investment income is not available from the
trustee.
Use of Estimates in Preparation of Financial Statements
The preparation of the accompanying financial statements in
conformity with generally accepted accounting principles requires
the use of certain estimates and assumptions that directly affect
the results of reported assets, liabilities, revenue, and
expenses. Actual results may differ from these estimates.
NOTE 2 - DESCRIPTION OF PLAN
The following description of the Plan provides only general
information. Participants should refer to the Plan agreement for
a more complete description of the Plan's provisions.
General
The Plan was established in 1988. It includes a cash or deferred
arrangement (CODA) as described in Section 401(k) of the Internal
Revenue Code. Regular full-time salaried employees of the Company
are eligible to participate in the Plan on the first day of the
first month coinciding with or next following the date of hire.
On January 23, 1995, the assets and liabilities of the Wausau
Papers of New Hampshire, Inc. Salaried Savings and Investment Plan
were merged into the Wausau Paper Mills Company Salaried Savings
and Investment Plan.
<PAGE>
WAUSAU PAPER MILLS COMPANY
SALARIED SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - DESCRIPTION OF PLAN (CONTINUED)
Contributions
Under the Plan, participants may contribute from 1 percent to 12
percent of their annual base salary. Individual contributions are
limited by Section 402(g) of the Internal Revenue Code adjusted
annually for inflation under Section 415(d). The amount of this
limitation in 1995 and 1994 was $9,240.
Wausau Paper Mills Company matches participant contributions on
the first 1 percent to 6 percent of a participant's annual base
salary at the rate of $.25 for every $1 contributed. The Company
makes this contribution at the same time as the participant. In
addition, each Plan year the Company makes an additional
contribution for every $1 contributed by the participant. The
additional contribution amount is based on the return on equity of
the Company and is allocated to each eligible participant in
proportion to the amount of each eligible participant's
contribution to total eligible participant contributions.
The Plan allows participants to roll over distributions from
another company's retirement plan as contributions. Participants
may deposit any portion of a distribution that has not been taxed,
provided that the deposit is made within 60 days of distribution.
These deposits are not included in contribution limitations under
Section 402(g) of the Internal Revenue Code. The Company does not
match these contributions.
Participant Accounts
Each participant's account is credited with their contributions
and plan earnings.
The Plan allows participants to select their investment options
from one or more of the following funds:
General Account - Employers Life Insurance of Wausau General
Account assets are invested primarily in corporate bonds.
The rate of interest to be earned each year is determined in
advance of each year.
Balanced Fund - Assets in the common/collected trusts consist
of various mixes of stocks, bonds and money markets managed
by Marshall & Ilsley Investment Management Corp.
Growth and Income Equity Fund - The Neuberger & Berman
Guardian Fund, a registered investment company, consist of
common stocks that are principally dividend paying.
<PAGE>
WAUSAU PAPER MILLS COMPANY
SALARIED SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - DESCRIPTION OF PLAN (CONTINUED)
Growth Equity Fund - The Fidelity Magellan Fund assets,
pooled-separate accounts, managed by Nationwide Life
Insurance Company consist of primarily common stock and
securities convertible into common stock, of United States,
multinational and foreign companies that offer potential for
growth.
Participant Loans
Under the Plan, participants are allowed to borrow against their
account balance. Loans may be made not to exceed the lesser of 50
percent of the participant's account balance or $50,000, with a
repayment period not to exceed 5 years. Each loan will be secured
by the remaining vested account balance of the participant, and
bear interest at a reasonable rate. Upon termination of
employment, outstanding balances become due and payable to the
Plan. The administrator is unable to provide a detail of loans
receivable by fund type.
Expenses of the Plan
Administrative expenses charged by Employers Life Insurance
Company of Wausau, and all other expenses incurred in conjunction
with the Plan are paid by Wausau Paper Mills Company, the Plan's
sponsor. Investment advisory and management fees are offset
against earnings. Loan fees are charged directly to participants'
accounts.
Plan Benefits
Upon retirement, disability or death, the value of a participant's
account is payable to the participant or a named beneficiary based
on the participant's elected payment method. The payment options
available are lump-sum, periodic payment or nontransferable
annuity. If a participant leaves the Company before retirement
age, the pay-out of the participant's account may be delayed until
retirement age if the value of the account is $3,500 or greater.
Retirement age is age 65.
Vesting
Participants are 100 percent vested in their voluntary
contributions and earnings on those contributions. Company
contributions and earnings thereon vest at the rate of 33 1/3
percent per year of service. A year of service consists of a
calendar year in which an employee works a minimum of 1,000 hours
for the Company. Upon termination of the participant, the
nonvested portion of the Company contribution is forfeited and at
the end of the Plan year is used to reduce Company matching
contributions for the following Plan year.
<PAGE>
Participant contributions and earnings thereon, roll-over
contributions, and vested Company contributions and earnings
thereon may be withdrawn for any reason after a participant
reaches age 59 1/2 or at any age if a participant demonstrates
financial hardship. Financial hardship withdrawals are subject to
government regulation and may be subject to a 10 percent penalty.
Plan Termination
In the event the Plan is terminated, the trustee will liquidate
the assets and distribute the net balance among participants as
soon as practicable with each participant receiving an amount
proportional to that which the amount in his/her account bears to
the aggregate amount in all accounts.
<PAGE>
WAUSAU PAPER MILLS COMPANY
SALARIED SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - INVESTMENTS
<TABLE>
<CAPTION>
A summary of investments at December 31, follows:
Investments at Fair Value 1995 1994
<S> <C> <C>
General Account $5,238,988 $4,460,858
Fidelity Magellan Fund 5,109,017 2,867,046
Neuberger & Berman Guardian Fund 2,984,226 1,888,721
Marshall & Ilsley Balanced Fund 592,741 615,063
Participant loans 201,284 125,835
</TABLE>
<TABLE>
<CAPTION>
Investment income for the year ended December 31, 1995 follows:
<S> <C>
General Account $ 344,454
Fidelity Magellan Fund 1,169,814
Neuberger & Berman Guardian Fund 630,513
Marshall & Ilsley Balanced Fund 89,095
Participant Loans 13,984
</TABLE>
<TABLE>
The following is a schedule of investments that individually
represent 5 percent of the Plan's net assets at December 31:
<CAPTION>
1995 1994
Asset Percent of Asset Percent of
Fair Value Net Assets Fair Value Net Assets
<S> <C> <C> <C> <C>
General Account $5,238,988 37.0% $4,460,858 44.7%
Fidelity Magellan Fund 5,109,017 36.0% 2,867,046 28.7%
Neuberger & Berman Guardian Fund 2,984,226 21.0% 1,888,721 18.9%
Marshall & Ilsley Balanced Fund 615,063 6.2%
</TABLE>
NOTE 4 - TAX-EXEMPT STATUS OF THE PLAN
The Plan is qualified under Section 401 of the Internal Revenue
Code and is exempt from federal and state income taxes. The most
recent Internal Revenue Service favorable determination letter is
dated October 26, 1994.
NOTE 5 - INFORMATION CERTIFIED BY THE CONTRACT ADMINISTRATOR
Information included in the 1994 net assets available for benefits
and the information in the supplemental schedules was prepared or
derived from information prepared by the contract administrator.
The trustee has obtained certification from the contract
administrator that such information is complete and accurate.
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
WAUSAU PAPER MILLS COMPANY
SALARIED SAVINGS AND INVESTMENT PLAN
<TABLE>
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1995
<CAPTION>
Description of Investment
Identity of Issue, Including Maturity Date,
Borrower, Lessor, or Rate of Interest, Collateral, Current
Similar Party Par or Maturity Value Cost Value
<S> <C> <C> <C>
Employers Life Insurance Group Annuity Contract:
Company of Wausau General Account 6.7% $5,238,988 $ 5,238,988
Nationwide Life Insurance
Company Pooled Separate Account * 5,109,017
Marshall & Ilsley Trust
Company Moderate Balanced Fund * 592,741
Neuberger & Berman
Management, Inc. Guardian Fund * 2,984,226
Participant loans Rate during year 7.5% -
11.0% 201,284
$5,238,988 $14,126,256
<FN>
*The mutual fund assets consist of pooled funds held by the custodian. The custodian has
stated that they cannot provide information regarding the cost of the investments.
There were no investment assets reportable as acquired and
disposed of during the year.
See Independent Auditor's Report.
</TABLE>
<PAGE>
WAUSAU PAPER MILLS COMPANY
SALARIED SAVINGS AND INVESTMENT PLAN
<TABLE>
SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended December 31, 1995
<CAPTION>
Current
Identity Value of Net
of Cost Asset on Gain
Party Description Purchase Selling of Transaction or
Involved of Asset Price Price Asset Date (Loss)
<S> <C> <C> <C> <C> <C> <C>
Employers Life G/A Contract -
Gen. Acct.
6.7% $708,380 N/A $708,380 $708,380 N/A
Nationwide Life Pooled S/A -
Fidelity
Magellan 696,250 N/A 696,250 696,250 N/A
<FN>
See Independent Auditor's Report.
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustee has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
WAUSAU PAPER MILLS COMPANY
SALARIED SAVINGS AND INVESTMENT PLAN
DATE: April 25, 1996
LARRY A. BAKER
Larry A. Baker
Trustee
EXHIBIT (23)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
Registration Statement on Form S-8 of Wausau Paper Mills Company
relating to the registration of 75,000 shares of its common stock,
no par value, in connection with the Wausau Paper Mills Company
Salaried Savings and Investment Plan (the "Plan") of our report
dated April 25, 1996 appearing in Plan's annual report on Form 11-
K for the year ended December 31, 1995.
WIPFLI ULLRICH BERTELSON
WIPFLI ULLRICH BERTELSON
April 25, 1996
Wausau, Wisconsin
