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 PAPERS OF NEW HAMPSHIRE, INC.
HOURLY 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 PAPERS OF NEW HAMPSHIRE, INC.
HOURLY 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 11
Schedule of Reportable Transactions 12
<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 PAPERS OF NEW HAMPSHIRE, INC.
HOURLY 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 PAPERS OF NEW HAMPSHIRE, INC. HOURLY 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 PAPERS OF NEW HAMPSHIRE, INC. HOURLY
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 PAPERS OF NEW HAMPSHIRE, INC.
HOURLY 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 $ 495,746 $ 190,782 $ 217,179 $ 133,987 $ $1,037,694
Participant loans receivable 21,253 21,253
Contribution receivable -
Employee (withheld, not
yet received) 1,340 807 1,168 448 3,763
Interest receivable 77 77
Net assets available for benefits $ 497,086 $ 191,589 $ 218,347 $ 134,435 $ 21,330 $1,062,787
Net assets available for benefits
December 31, 1994:
Investments $ 477,800 $ 114,988 $ 101,193 $ 134,196 $ $ 828,177
Participant loans 23,633 23,633
Contribution receivable -
Employee (withheld, not
yet received) 1,235 731 595 468 3,029
Net assets available for benefits $ 479,035 $ 115,719 $ 101,788 $ 134,664 $ 23,633 $ 854,839
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
WAUSAU PAPERS OF NEW HAMPSHIRE, INC.
HOURLY 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:
Employee contributions $ 29,953 $ 18,839 $ 21,607 $ 12,661 $ $ 83,060
Investment income 32,649 36,448 37,962 26,489 1,997 135,545
Transfers from other funds 20,709 57,201 77,910
Total additions 62,602 75,996 116,770 39,150 1,997 296,515
Deductions:
Employee benefits and
withdrawals 9,449 101 151 9,701
Administrative expenses 410 25 60 461 956
Transfers to other funds 34,692 38,918 4,300 77,910
Total deductions 44,551 126 211 39,379 4,300 88,567
Net additions (deductions) 18,051 75,870 116,559 ( 229) ( 2,303) 207,948
Net assets available for
benefits at beginning of
year 479,035 115,719 101,788 134,664 23,633 854,839
Net assets available for
benefits at end of year $ 497,086 $ 191,589 $ 218,347 $ 134,435 $ 21,330 $1,062,787
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
WAUSAU PAPERS OF NEW HAMPSHIRE, INC.
HOURLY SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Method of Accounting
The financial statements of Wausau Papers of New Hampshire, Inc.
Hourly 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 trust 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 the group annuity
contracts investment in the general fund are 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 March 31, 1993. It includes a cash or
deferred arrangement (CODA) as described in Section 401(k) of the
Internal Revenue Code. Employees who are members of the
collective bargaining units represented by Local 61 of the United
Paperworkers International Union are eligible to participate in
the Plan on the first day of the first month coinciding with or
next following the first full working day of employment.
<PAGE>
WAUSAU PAPERS OF NEW HAMPSHIRE, INC.
HOURLY 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 earnings. 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.
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.
Growth Equity Fund - The Fidelity Magellan Fund assets,
pooled-separate accounts managed by Nationwide Life Insurance
Company consist primarily of 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 not 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.
<PAGE>
WAUSAU PAPERS OF NEW HAMPSHIRE, INC.
HOURLY SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - DESCRIPTION OF PLAN (CONTINUED)
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 fees 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. Participant
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.
NOTE 3 - INVESTMENTS
<TABLE>
A summary of investments at December 31, follows:
<CAPTION>
Investments at Fair Value 1995 1994
<S> <C> <C>
General Account $495,746 $477,800
Fidelity Magellan Fund 190,782 114,988
Neuberger & Berman Guardian Fund 217,179 101,193
Marshall & Ilsley Balanced Fund 133,987 134,196
Participant loans 21,253 23,633
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Investment income for the year ended December 31, 1995 follows:
<S> <C>
General Account $ 32,649
Fidelity Magellan Fund 36,448
Neuberger & Berman Guardian Fund 37,962
Marshall & Ilsley Balanced Fund 26,489
Participant loans 1,997
</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 $495,746 46.6% $477,800 55.9%
Fidelity Magellan Fund 190,782 18.0% 114,988 13.5%
Neuberger & Berman Guardian Fund 217,179 20.4% 101,193 11.8%
Marshall & Ilsley Balanced Fund 133,987 12.6% 134,196 15.7%
</TABLE>
<PAGE>
WAUSAU PAPERS OF NEW HAMPSHIRE, INC.
HOURLY SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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 August 25, 1995.
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 PAPERS OF NEW HAMPSHIRE, INC.
HOURLY 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% $ 495,746 $ 495,746
Nationwide Life Insurance
Company Pooled Separate Account * 190,782
Marshall & Ilsley Trust
Company Moderate Balanced Fund * 133,987
Neuberger & Berman
Management, Inc. Guardian Fund * 217,179
Participant loans Rate during year 10.75% 21,253
$ 495,746 $1,058,947
<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 PAPERS OF NEW HAMPSHIRE, INC.
HOURLY 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>
Neuberger/Berman Guardian Fund $ 57,201 N/A $ 57,201 $ 57,201 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 PAPERS OF NEW HAMPSHIRE, INC.
HOURLY 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 25,000 shares of its common stock,
no par value, in connection with the Wausau Papers of New
Hampshire, Inc. Hourly 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
