UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
WAUSAU PAPER MILLS COMPANY
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
943317-10-7
(CUSIP Number)
ARNOLD J. KIBURZ III
RUDER, WARE & MICHLER, S.C.
P.O. BOX 8050
WAUSAU, WI 54402-8050
(715) 845-4336
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JANUARY 22, 1996<dagger>
(Date of Event which Requires Filing of this Statement)
<dagger>THIS AMENDMENT IS FILED FOR THE PURPOSE OF REFLECTING INCREASES IN THE
NUMBER OF SHARES OR PERCENT OF CLASS BENEFICIALLY OWNED BY THE REPORTING
PERSONS AS A RESULT OF STOCK SPLITS AND STOCK DIVIDENDS, STOCK REPURCHASES
MADE BY THE ISSUER AND OTHER TRANSACTIONS BY REPORTING PERSONS WHICH ARE
IMMATERIAL IN AMOUNT.
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such
class. See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
<PAGE>Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 943317-10-7 PAGE 2 of 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David B. Smith, Jr.
S.S. # ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
This is a joint filing pursuant to (b) [X]
Rule 13d-1(f)(1) by persons who are
co-trustees of a trust. The co-trustees
do not necessarily agree on matters of
trust policy and therefore do not consider
themselves as members of a group.
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 62,256
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,383,821
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 62,256
10 SHARED DISPOSITIVE POWER
2,383,821
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,446,077
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 943317-10-7 PAGE 3 of 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas P. Smith
S.S. # ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
This is a joint filing pursuant to (b) [X]
Rule 13d-1(f)(1) by persons who are
co-trustees of a trust. The co-trustees
do not necessarily agree on matters of
trust policy and therefore do not consider
themselves as members of a group.
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 88,352
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,375,887
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 88,352
10 SHARED DISPOSITIVE POWER
3,375,887
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,464,239
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 943317-10-7 PAGE 4 of 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Margaret S. Mumma
S.S. # ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
This is a joint filing pursuant to (b) [X]
Rule 13d-1(f)(1) by persons who are
co-trustees of a trust. The co-trustees
do not necessarily agree on matters of
trust policy and therefore do not consider
themselves as members of a group.
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 197,242
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,531,697
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 197,242
10 SHARED DISPOSITIVE POWER
2,531,697
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,728,939
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 943317-10-7 PAGE 5 of 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sarah S. Miller
S.S. # ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
This is a joint filing pursuant to (b) [X]
Rule 13d-1(f)(1) by persons who are
co-trustees of a trust. The co-trustees
do not necessarily agree on matters of
trust policy and therefore do not consider
themselves as members of a group.
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 137,652
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,523,072
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 137,652
10 SHARED DISPOSITIVE POWER
2,523,072
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,660,724
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Item 1. Security and Issuer
COMMON STOCK
WAUSAU PAPER MILLS COMPANY
ONE CLARK'S ISLAND
P.O. BOX 1408
WAUSAU, WI 54402-1408
Item 2. Identity and Background
1.(A) DAVID B. SMITH, JR.
(B) 1206 EAST SIXTH STREET
MERRILL, WI 54452
(C) BUSINESS CONSULTANT
(D) NONE
(E) NONE
(F) UNITED STATES
2.(A) THOMAS P. SMITH
(B) 5412 CORAL GABLES DRIVE
LAS VEGAS, NV 89130
(C) RETIRED (DISABLED)
(D) NONE
(E) NONE
(F) UNITED STATES
3.(A) MARGARET S. MUMMA
(B) 1006 WESTWOOD
JEFFERSON, IA 50129
(C) BOOKKEEPER
(D) NONE
(E) NONE
(F) UNITED STATES
4.(A) SARAH S. MILLER
(B) 4010 BRIARWOOD AVENUE
WAUSAU, WI 54401
(C) CONSULTANT
(D) NONE
(E) NONE
(F) UNITED STATES
Item 3. Source and Amount of Funds or Other Consideration
SHARES OF COMMON STOCK REPORTED HAVE BEEN HELD UNDER A
TRUST ESTABLISHED BY THE WILL OF DAVID B. SMITH FOR
WHICH MARSHALL & ILSLEY TRUST COMPANY ACTED AS TRUSTEE
UNTIL MAY 19, 1992. THE REPORTING PERSONS WERE APPOINTED
SUCCESSOR TRUSTEES EFFECTIVE AS OF MAY 19, 1992 AND NOW
EXERCISE SHARED VOTING AND INVESTMENT CONTROL OVER THE
<PAGE> COMMON STOCK IN THEIR CAPACITIES AS CO-TRUSTEES. NO
CONSIDERATION WAS PAID BY THE REPORTING PERSONS IN
CONNECTION WITH THIS TRANSACTION.
Item 4. Purpose of Transaction
THE APPOINTMENT OF THE REPORTING PERSONS AS
TRUSTEES WAS DONE IN CONNECTION WITH THE ESTATE
PLANNING OF THE PARTIES INVOLVED.
Item 5. Interest In Securities of the Issuer
(A) SEE ITEM 11 OF THE RESPECTIVE COVER PAGE
FILED AS PART OF THIS AMENDMENT NO. 1 TO
SCHEDULE 13D FOR EACH INDIVIDUAL NAMED IN
ITEM 2.
(B) SEE ITEMS 7, 8, 9, AND 10 OF THE COVER
PAGE FILED AS PART OF THIS AMENDMENT NO. 1
TO SCHEDULE 13D FOR EACH INDIVIDUAL NAMED
IN ITEM 2.
(C) NONE WITH RESPECT TO ANY PERSON NAMED IN
ITEM 2.
(D) NOT APPLICABLE.
(E) NOT APPLICABLE.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
NOT APPLICABLE.
Item 7. Material to Be Filed as Exhibits
AGREEMENTS BY REPORTING PERSONS THAT THIS AMENDMENT
NO. 1 TO SCHEDULE 13D IS FILED ON BEHALF OF EACH
SUCH PERSON ARE ATTACHED AS EXHIBITS A THROUGH D.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
January 22, 1996 DAVID B. SMITH, JR.
David B. Smith, Jr.
January 22, 1996 THOMAS P. SMITH
Thomas P. Smith
January 22, 1996 MARGARET S. MUMMA
Margaret S. Mumma
January 22, 1996 SARAH S. MILLER
Sarah S. Miller
<PAGE>
EXHIBIT A
The undersigned David B. Smith, Jr. agrees to the filing of a
joint Amendment No. 1 to Schedule 13D by and on behalf of Thomas P.
Smith, Margaret S. Mumma and Sarah S. Miller.
January 22, 1996 DAVID B. SMITH, JR.
David B. Smith, Jr.
<PAGE>
EXHIBIT B
The undersigned Thomas P. Smith agrees to the filing of a
joint Amendment No. 1 to Schedule 13D by and on behalf of David B.
Smith, Jr., Margaret S. Mumma and Sarah S. Miller.
January 22, 1996 THOMAS P. SMITH
Thomas P. Smith
<PAGE>
EXHIBIT C
The undersigned Margaret S. Mumma agrees to the filing of a
joint Amendment No. 1 to Schedule 13D by and on behalf of David B.
Smith, Jr., Thomas P. Smith, and Sarah S. Miller.
January 22, 1996 MARGARET S. MUMMA
Margaret S. Mumma
<PAGE>
EXHIBIT D
The undersigned Sarah S. Miller agrees to the filing of a joint
Schedule 13D by and on behalf of David B. Smith, Jr., Thomas P.
Smith, and Margaret S. Mumma.
January 22, 1996 SARAH S. MILLER
Sarah S. Miller
