SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
_________________________
MAY 12, 1997
Date of Report (date of earliest event reported)
WAUSAU PAPER MILLS COMPANY
(Exact name of registrant as specified in its charter)
WISCONSIN 0-7475 39-0690900
State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation or Number)
organization)
ONE CLARK'S ISLAND
P.O. BOX 1408
WAUSAU, WI 54402-1408
(Address of principal executive offices, including Zip Code)
(715) 845-5266
Registrant's telephone number, including area code
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ITEM 5. OTHER EVENTS
On May 12, 1997, Wausau Paper Mills Company (the "Company"), through
its newly created wholly owned subsidiary, Wausau Papers Otis Mill, Inc.
("Wausau Otis"), acquired substantially all of the business and assets of
Otis Specialty Papers Inc. ("Rexam Otis"), a wholly owned subsidiary of
Rexam Inc.
Rexam Otis manufactured specialty technical papers at its Jay, Maine
facility for applications which complemented the line of specialty
technical papers produced by the Company's Rhinelander Division.
Following the acquisition, the Company will operate the mill and continue
to manufacture and distribute the papers previously manufactured by Rexam
Otis. Wausau Otis will initially employ approximately 300 former
employees of Rexam Otis. Marketing efforts will be made to integrate the
product lines and expand the customer bases of the Company's two technical
specialty paper manufacturing facilities.
Assets acquired by Wausau Otis include a mill and office located on
approximately 27 acres, two paper machines with an aggregate production
capacity of 70,000 tons per year of specialty technical paper grades and
the facility's complete roll finishing department consisting of two 10-
roll supercalenders and two rewinders, an off-machine coater, warehousing
space and related support facilities. Rexam Otis did not own or operate a
pulp mill. Wausau Otis also acquired all inventories, supplies and
receivables and assumed the accounts payable and other accrued expenses of
the business. Of the initial employment of approximately 300,
approximately 240 employees are covered under collective bargaining
agreements which will expire on May 31, 2000.
The cash consideration paid by the Company in the transaction was $58
million. The amount paid for working capital is subject to certain post-
closing adjustments based on actual working capital amounts at May 12,
1997. Wausau Otis also assumed certain liabilities relating to employee
benefits, a portion of which were offset by amounts paid by Rexam Inc.
The assumption of such liabilities was not material to the transaction.
The acquisition was funded through the Company's revolving credit
facility maintained with Harris Trust and Savings Bank, Chicago, M&I
Marshall & Ilsley Bank, Milwaukee, The First National Bank of Chicago and
NationsBank, N.A., Charlotte. The credit facility was increased from
$40,000,000 to $105,000,000 by amendment dated May 8, 1997. The amended
credit facility contains substantially the same terms as those previously
in effect.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) EXHIBITS.
(99) NEWS RELEASE DATED MAY 12, 1997
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SIGNATURES
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 hereunto duly authorized.
WAUSAU PAPER MILLS COMPANY
Date: May 15, 1997 By: STEVEN A. SCHMIDT
Steven A. Schmidt
Vice President Finance,
Secretary and Treasurer
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EXHIBIT INDEX
TO
FORM 8-K
OF
WAUSAU PAPER MILLS COMPANY
DATED MAY 12, 1997
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. <section>232.102(d))
EXHIBIT 99 - PRESS RELEASE DATED MAY 12, 1997
NEWS RELEASE
May 12, 1997
WAUSAU PAPERS COMPLETES OTIS SPECIALTY PAPERS ACQUISITION
Wausau Paper Mills Company announced today the completion of the
purchase of substantially all the assets of Otis Specialty Papers from
Rexam Inc. The acquisition, which was initially announced on February 11,
1997 when a letter of intent was signed, expands Wausau Papers' technical
specialty business by 70,000 tons per year. Otis Specialty Papers,
located in Jay, Maine, operates two paper machines and supercalenders
producing high quality supercalendered kraft release paper, thermal paper
and other high performance papers. The purchase price was approximately
$58 million, subject to certain post closing adjustments.
Daniel D. King, President and Chief Executive Officer of Wausau Paper
Mills Company commented, "We are very excited about the many opportunities
the Otis Specialty Papers acquisition brings to Wausau Papers. This high
quality business, facility and workforce will provide the capacity,
expertise, manufacturing efficiencies and new product opportunities to
better serve the technical specialty marketplace. The acquisition will
play an important part in our strategy of accelerating revenue and
earnings growth for the technical specialty segment of our business."
Wausau Paper Mills Company manufactures printing, writing and
technical specialty papers. The company's common stock trades on The
Nasdaq Stock Market under the symbol WSAU. For further information
contact: Steve A. Schmidt, Vice President Finance, Secretary and
Treasurer.
# # # #
Matters discussed in this press release with respect to the company's
expectations are forward-looking statements that involve risks and
uncertainties. The assumptions and risk factors that could cause actual
results to differ materially include those described in the company's Form
10-K for the period ended August 31, 1996.
