As filed with the Securities and Exchange Commission on May 19, 1997
Registration No. 333-02845
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WAUSAU PAPER MILLS COMPANY
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0690900
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE CLARK'S ISLAND
P.O. BOX 1408
WAUSAU, WISCONSIN 54402-1408
(Address of principal executive offices) (Zip Code)
WAUSAU PAPER MILLS COMPANY
SALARIED SAVINGS AND INVESTMENT PLAN
(Full title of the plan)
STEVEN A. SCHMIDT
VICE PRESIDENT-FINANCE, SECRETARY AND TREASURER
WAUSAU PAPER MILLS COMPANY
P.O. BOX 1408
WAUSAU, WI 54402-1408
(715) 845-5266
Copies to:
ARNOLD J. KIBURZ III
RUDER, WARE & MICHLER, S.C.
P.O. BOX 8050
WAUSAU, WI 54402-8050
(715) 845-4336
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Amount of Proposed Proposed Amount of
additional Maximum maximum registration fee
Title of securities securities to be offering aggregate for additional
to be registered(1) registered price per unit offering price securities
<S> <C> <C> <C> <C>
Common stock, 175,000(2) $ (2) $ (2) $997.63(3)
no par value
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Maximum number of additional shares which are estimated will be
acquired by Plan during the 12-month period ending May 18, 1998.
(3) Estimated solely for purposes of calculating registration fee for
175,000 additional shares pursuant to Rule 457(h); calculated pursuant
to Rule 457(c) as of May 14, 1997.
</TABLE>
<PAGE>
This Amendment No. 1 to Form S-8 Registration Statement No. 333-02845
for the Wausau Paper Mills Company Salaried Savings and Investment Plan is
filed to increase the number of shares registered in connection with the
Plan from 75,000 shares to 250,000 shares.
The contents of Registration Statement No. 333-02845 are hereby
incorporated by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Amendment No. 1 to this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Wausau, State of Wisconsin, on May 16, 1997.
WAUSAU PAPER MILLS COMPANY
By: STEVEN A. SCHMIDT
Steven A. Schmidt
Vice President-Finance,
Secretary and Treasurer
(On behalf of Registrant and
as Principal Financial Officer)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement on Form S-8 has been signed on
May 16, 1997 by the following persons in the capacities indicated.
SAN W. ORR, JR.* DANIEL D. KING*
San W. Orr, Jr. Daniel D. King
Chairman of the Board President and Chief Executive
Officer and a Director
(Principal Executive Officer)
DAVID B. SMITH, JR.* STEVEN A. SCHMIDT*
David B. Smith, Jr. Steven A. Schmidt
Director Vice President-Finance,
Secretary and Treasurer
(Principal Accounting Officer)
HARRY R. BAKER*
Harry R. Baker
Director
*STEVEN A. SCHMIDT
Steven A. Schmidt
as attorney-in-fact
May 16, 1997.
<PAGE>
SIGNATURES
KNOW ALL MEN BY THESE PRESENTS, that Gary W. Freels whose signature
appears below constitutes and appoints Daniel D. King and Steven A.
Schmidt and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Amendment No. 1
to Form S-8 Registration Statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission and any other regulatory authority, granting unto
said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing required and necessary to be done in
and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement on Form S-8 has been signed on
May 16, 1997, by the following person in the capacity indicated.
GARY W. FREELS
Gary W. Freels
Director
