SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 21, 1998
WAUSAU-MOSINEE PAPER CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Wisconsin 0-7574 39-0690900
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
1244 Kronenwetter Drive, Mosinee, Wisconsin 54455-9099
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (715) 693-4470
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
Introduction
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On October 21, 1998, the Board of Directors of Wausau-Mosinee
Paper Corporation (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, without
par value, of the Company (the "Common Shares"). The dividend is payable on
November 6, 1998 (the "Record Date") to the stockholders of record on that date.
The description and terms of the Rights are set forth in an Agreement (the
"Agreement") between the Company and Harris Trust and Savings Bank, as Rights
Agent (the "Rights Agent").
Purchase Price
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Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series A Junior Participating Preferred
Stock of the Company, without par value (the "Preferred Shares"), at a price of
$60 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject
to adjustment.
Flip-In
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In the event that any person or group of affiliated or
associated persons (with certain exceptions as noted below) acquires beneficial
ownership of 15% or more of the outstanding Common Shares (an "Acquiring
Person"), each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon exercise that number of Common Shares having a market value of
two times the exercise price of the Right.
Flip-Over
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If the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold after a person or group has become an Acquiring Person, each
holder of a Right (other than Rights beneficially owned by Acquiring Person,
which will be void) will thereafter have the right to receive that number of
shares of common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise price of the
Right.
Certain Exceptions
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In light of their substantial current ownership positions, the
Rights Plan contains provisions excluding members of the Woodson and Smith
families and certain of their affiliates and other related persons from the
operation of the adverse terms of the Rights Plan.
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Distribution Date
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The distribution date is the earlier of
(i) 10 days following a public announcement that a person or
group of affiliated or associated persons has become an Acquiring Person; or
(ii) 10 business days (or such later date as may be determined
by action of the Board of Directors of the Company prior to such time as any
person or group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in any Person becoming an
Acquiring Person.
Transfer and Detachment
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Until the Distribution Date, the Rights will be evidenced,
with respect to any of the Common Share certificates outstanding as of the
Record Date, by such Common Share certificate with a copy of this Summary of
Rights attached thereto. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the Rights will be transferred with and only with the
Common Shares, and transfer of those certificates will also constitute transfer
of these Rights.
As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the close of business on
the Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
Exercisability
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The Rights are not exercisable until the Distribution Date.
The Rights will expire on October 31, 2008 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are earlier redeemed
or exchanged by the Company, in each case, as described below.
Adjustments
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The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution in the event of
stock dividends, stock splits, reclassifications, or certain distributions with
respect to the Preferred Shares. The number of outstanding Rights and the number
of one one-thousandths of a Preferred Share issuable upon exercise of each Right
are also subject to adjustment if, prior to the Distribution Date, there is a
stock split of the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidations or combinations of the
Common Shares. With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
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fractions which are integral multiples of one one-thousandth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
Preferred Shares
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Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $10 per share but will be entitled to
an aggregate dividend of 1000 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preferred Shares will be entitled
to a minimum preferential liquidation payment of $1000 per share but will be
entitled to an aggregate payment of 1000 times the payment made per Common
Share. Each Preferred Share will have 1000 votes, voting together with the
Common Shares. Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preferred Share will be
entitled to receive 1000 times the amount received per Common Share. These
rights are protected by customary antidilution provisions.
The value of the one one-thousandth interest in a Preferred
Share purchasable upon exercise of each Right should, because of the nature of
the Preferred Shares' dividend, liquidation and voting rights, approximate the
value of one Common Share.
Exchange
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At any time after any person or group becomes an Acquiring
Person, and prior to the acquisition by such person or group of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by the Acquiring Person, which will
have become void), in whole or in part, at an exchange ratio of one Common
Share, or one one-thousandth of a Preferred Share (subject to adjustment).
Redemption
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At any time prior to any person or group becoming an Acquiring
Person, the Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time on such basis with
such conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
Amendments
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The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
including an amendment to lower certain thresholds described above to not less
than the greater of (i) the sum of .001% and the largest percentage of the
outstanding Common Shares then known to the Company to be beneficially owned by
any person or group of affiliated or associated persons (with certain
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exceptions) and (ii) 10%, except that from and after such time as any person or
group of affiliated or associated persons becomes an Acquiring Person no such
amendment may adversely affect the interests of the holders of the Rights.
Rights and Holders
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Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
Restated Articles of Incorporation
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On October 22, 1998, in connection with the issuance of the
Rights, the Company filed Restated Articles of Incorporation with the Wisconsin
Department of Financial Institutions. The Restated Articles of Incorporation
designate 75,000 shares of Series A Junior Participating Preferred Stock.
Further Information
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A copy of the Restated Articles of Incorporation, the
Agreement and the press release issued by the Company on October 21, 1998 are
filed as Exhibits 3.1, 4.1 and 99.1 hereto and are incorporated herein by
reference. The foregoing summary description of Rights does not purport to be
complete and is qualified in its entirety by reference to the Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
c) Exhibits
Exhibit No. Description
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3.1 Restated Articles of Incorporation of
Wausau-Mosinee Paper Corporation, filed on
October 22, 1998.
4.1 Rights Agreement, dated as of October 21,
1998, between Wausau-Mosinee Paper Corporation
and Harris Trust and Savings Bank, including
the Form of Restated Articles of Incorporation
as Exhibit A, the Form of Rights Certificate
as Exhibit B and the Summary of Rights to
Purchase Preferred Shares as Exhibit C
(incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on Form
8-A, filed on October 29, 1998).
99.1 Press Release, dated October 21, 1998
(incorporated by reference to Exhibit 99.1 to
the Company's Registration Statement on Form
8-A, filed on October 29, 1998).
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SIGNATURE
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, thereunto duly authorized.
Dated: October 28, 1998
WAUSAU-MOSINEE PAPER CORPORATION
By /s/ Gary P. Peterson
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Gary P. Peterson
Senior Vice President-Finance,
Secretary and Treasurer
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EXHIBIT INDEX
Exhibit No. Description
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3.1 Restated Articles of Incorporation of
Wausau-Mosinee Paper Corporation, filed on
October 22, 1998.
4.1 Rights Agreement, dated as of October 21,
1998, between Wausau-Mosinee Paper Corporation
and Harris Trust and Savings Bank, including
the Form of Restated Articles of Incorporation
as Exhibit A, the Form of Rights Certificate
as Exhibit B and the Summary of Rights to
Purchase Preferred Shares as Exhibit C
(incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on Form
8-A, filed on October 29, 1998).
99.1 Press Release, dated October 21, 1998
(incorporated by reference to Exhibit 99.1 to
the Company's Registration Statement on Form
8-A, filed on October 29, 1998).
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EXHIBIT 3.1
RESTATED
ARTICLES OF INCORPORATION
OF
WAUSAU-MOSINEE PAPER CORPORATION
The following Restated Articles of Incorporation of
Wausau-Mosinee Paper Corporation, duly adopted pursuant to the authority and
provisions of Chapter 180 of the Wisconsin Statutes, supersede and take the
place of the existing articles of incorporation and any amendments thereto:
ARTICLE 1
The name of the corporation shall be WAUSAU-MOSINEE PAPER
CORPORATION (the "Corporation").
ARTICLE 2
The period of its existence shall be perpetual.
ARTICLE 3
The purpose shall be to engage in any lawful activity within
the purposes for which corporations may be organized under the Wisconsin
Business Corporation Law, Chapter 180 of the Wisconsin Statutes.
ARTICLE 4
PART I
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 100,500,000. Of these (1)
100,000,000 shares shall be common stock without par value (hereinafter
sometimes referred to as "Common Stock"); and (2) 500,000 shares shall be shares
of preferred stock without par value (hereinafter sometimes referred to as
"Preferred Stock").
The Board of Directors is expressly authorized to adopt, from
time to time, a resolution or resolutions providing for the establishment and
issuance of Preferred Stock without par value in one or more series; to fix the
number of shares in each such series and to fix the designations and all the
powers, preferences and relative, participating, optional or other special
rights, and the qualifications, limitations or restrictions of each such series;
and to determine that shares of each such series shall have more than one vote,
or one vote, or less than one vote, or shall have no voting rights.
The holder of each outstanding share of Common Stock shall
have one vote per share with respect to all matters submitted to a vote of
shareholders.
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PART II
(SERIES A JUNIOR PARTICIPATING PREFERRED STOCK)
(a) Designation and Amount. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be 75,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series A Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.
(b) Dividends and Distributions.
(i) Subject to the rights of the holders of any shares of any
series of Preferred Stock (or any similar stock) ranking prior and superior to
the Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock, in preference to the holders of Common Stock without
par value (the "Common Stock"), of the Corporation, and of any other junior
stock, shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose, quarterly dividends
payable in cash on the first day of March, June, September and December in each
year (each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a) $10
or (b) subject to the provision for adjustment hereinafter set forth, 1000 times
the aggregate per share amount of all cash dividends, and 1000 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Series A Preferred Stock. In the event the Corporation shall at any time declare
or pay any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding shares
of Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number of shares of Common
Stock, then in each such case the amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under clause (b)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.
(ii) The Corporation shall declare a dividend or distribution
on the Series A Preferred Stock as provided in clause (i) of this paragraph (b)
immediately after it declares a
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dividend or distribution on the Common Stock (other than a dividend payable in
shares of Common Stock); provided that, in the event no dividend or distribution
shall have been declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $10 per share on the Series A Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend Payment Date.
(iii) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares, unless the date of
issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Series A Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
not bear interest. Dividends paid on the shares of Series A Preferred Stock in
an amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than 60 days prior to the date
fixed for the payment thereof.
(c) Voting Rights. The holders of shares of Series A Preferred
Stock shall have the following voting rights:
(i) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Preferred Stock shall entitle the holder thereof
to 1000 votes on all matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the number of votes per share to which holders of shares of
Series A Preferred Stock were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(ii) Except as otherwise provided herein, or by law, the
holders of shares of Series A Preferred Stock and the holders of shares of
Common Stock and any other capital stock of the Corporation having general
voting rights shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.
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(iii) Except as set forth herein, or as otherwise provided by
law, holders of Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any corporate
action.
(d) Certain Restrictions.
(i) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in paragraph
(b) are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:
(A) declare or pay dividends, or make any other distributions,
on any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock;
(B) declare or pay dividends, or make any other distributions,
on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except dividends paid ratably on the Series A Preferred Stock and all such
parity stock on which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then entitled;
(C) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock, provided that the
Corporation may at any time redeem, purchase or otherwise acquire shares of any
such junior stock in exchange for shares of any stock of the Corporation ranking
junior (either as to dividends or upon dissolution, liquidation or winding up)
to the Series A Preferred Stock; or
(D) redeem or purchase or otherwise acquire for consideration
any shares of Series A Preferred Stock, or any shares of stock ranking on a
parity with the Series A Preferred Stock, except in accordance with a purchase
offer made in writing or by publication (as determined by the Board of
Directors) to all holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable treatment among the
respective series or classes.
(ii) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under clause (i) of this
paragraph (d), purchase or otherwise acquire such shares at such time and in
such manner.
(e) Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become
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authorized but unissued shares of Preferred Stock and may be reissued as part of
a new series of Preferred Stock subject to the conditions and restrictions on
issuance set forth herein.
(f) Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $1000 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 1000
times the aggregate amount to be distributed per share to holders of shares of
Common Stock, or (2) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under the proviso in clause (1) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(g) Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 1000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
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(h) No Redemption. The shares of Series A Preferred Stock
shall not be redeemable.
(i) Rank. The Series A Preferred Stock shall rank, with
respect to the payment of dividends and the distribution of assets, junior to
all series of any other class of the Corporation's Preferred Stock.
(j) Amendment. The Articles of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.
ARTICLE 5
No holder of shares of this corporation shall be entitled to
preemptive rights or to any right to subscribe for, purchase or receive any part
of any new or additional issue of stock of any class, whether now or hereafter
authorized, or of any bonds, debentures, or other securities convertible into
stock of any class, and all such additional shares of stock, bonds, debentures
or other securities convertible into stock may be issued and disposed of by the
Board of Directors to such person or persons and on such terms and for such
consideration (so far as may be permitted by law) as the Board of Directors, in
its absolute discretion, may deem advisable.
ARTICLE 6
The Board of Directors of this Corporation shall consist of
such number of members as the By-laws may provide, but not less than three (3)
members nor more than nine (9) members. Members of the Board of Directors shall
have such qualifications as may from time to time be provided by the By-laws of
this Corporation. Directors shall be divided into three (3) classes to be as
nearly equal as possible. The term of office of Directors of the first class
shall expire at the first annual meeting of shareholders after their election,
the second class shall expire at the second annual meeting after their election,
and the third class shall expire at the third annual meeting after their
election. At each annual meeting after such classification, the number of
Directors equal to the number of the class whose term expires at the time of
such meeting shall be elected to hold office until the third succeeding annual
meeting. Each Director shall hold office for the term for which he is elected
and until his successor shall have been elected and qualified. No change in the
number of Directors will affect the term of office of a Director. The
affirmative vote for four-fifths of the outstanding shares entitled to vote for
the election of a Director shall be required to remove such Director from
office. Amendment of this Article of Incorporation (Article 6) shall require the
affirmative vote of four-fifths of all classes of stock of the Corporation
entitled to vote thereon.
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ARTICLE 7
The address of the registered office is One Clark's Island,
P.O. Box 1408, Wausau, Marathon County, Wisconsin 54401, and the name of the
registered agent at such address is Daniel R. Olvey.
ARTICLE 8
PART I
These Articles of Incorporation may be amended in the manner
authorized by the Wisconsin Business Corporation Law at the time of amendment
unless a specific article of incorporation (including this article) requires a
different proportion of the shares of stock of all classes of stock of the
Corporation.
PART II
(a) Except as set forth in paragraph (d) of this Part II, the
affirmative vote or consent of the holders of four-fifths of all classes of
stock of this Corporation entitled to vote in elections of directors, considered
for the purposes of this Part II as one class, shall be required (i) for the
adoption of any agreement for the merger or consolidation of this Corporation
with or into any other corporation, or (ii) to authorize any sale, lease,
exchange, mortgage, pledge or other disposition of all or any substantial part
of the assets of this Corporation to, or any sale, lease, exchange, mortgage,
pledge or other disposition to this Corporation or any subsidiary thereof in
exchange for securities of this Corporation of any assets of, any other
corporation, person or other entity, if, in either case, as of the record date
for the determination of shareholders entitled to notice thereof and to vote
thereon or consent thereto such other corporation, person or entity is the
beneficial owner, directly or indirectly, of more than ten per cent of the
outstanding shares of stock of this Corporation entitled to vote in elections of
directors considered for the purposes of this Part II as one class. Such
affirmative vote or consent shall be in addition to the vote or consent of the
holders of the stock of this Corporation otherwise required by law, these
Articles of Incorporation or any agreement between this Corporation and any
national securities exchange.
(b) For the purposes of this Part II, (i) any corporation,
person or other entity shall be deemed to be the beneficial owner of any shares
of stock of this Corporation (A) which it has the right to acquire pursuant to
any agreement, or upon exercise of conversion rights, warrants or options, or
otherwise or (B) which are beneficially owned, directly or indirectly (including
shares deemed owned through application of subclause (A), above), by any other
corporation, person or entity with which it or its "affiliate" or "associate"
(as defined below) has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of stock of this Corporation,
or which is its "affiliate" or "associate" as those terms are defined in Rule
12b-2 of the General Rules and Regulations under the Securities Exchange Act of
1934 as in effect on January 1, 1969, and (iii) the outstanding shares of any
class of stock of this Corporation shall include shares deemed owned through
application of subclauses (A) and
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(B) above but shall not include any other shares which may be issuable pursuant
to any agreement, or upon exercise of conversion rights, warrants or options, or
otherwise.
(c) The Board of Directors shall have the power and duty to
determine for the purposes of this Part II on the basis of information known to
such Board, whether (i) such other corporation, person or other entity
beneficially owns more than ten per cent of the outstanding shares of stock of
this Corporation entitled to vote in elections of directors, (ii) a corporation,
person or entity is an "affiliate" or "associate" (as defined above) of another,
and (iii) the memorandum of understanding referred to below is substantially
consistent with the transaction covered thereby. Any such determination shall be
conclusive and binding for all purposes of this Part II.
(d) The provisions of this Part II shall not be applicable to
(i) any merger or consolidation of this Corporation, with or into any other
corporation, or any sale, lease, exchange, mortgage, pledge or other disposition
of all or any substantial part of the assets of this Corporation to, or any
sale, lease, mortgage, pledge or other disposition to this Corporation or any
subsidiary thereof in exchange for securities of this Corporation of any assets
of, any other corporation, person or other entity, if such transaction is
approved by resolution of the Board of Directors of the Corporation, provided
that a majority of the members of the Board of Directors voting for the approval
of such transaction were duly elected and acting members of the Board of
Directors prior to the time any such other corporation, person or other entity
shall have become a beneficial owner of more than ten per cent (10%) of the
shares of stock of this corporation entitled to vote in an election of
directors; or (ii) any merger or consolidation of this Corporation with, or any
sale, lease, exchange, mortgage, pledge or other disposition to this Corporation
or any subsidiary thereof of any assets of any corporation of which a majority
of the outstanding shares of all classes of stock entitled to vote in elections
of directors is owned of record or beneficially by this Corporation and its
subsidiaries.
(e) No amendment to these Articles of Incorporation shall
amend, alter, change or repeal any of the provisions of this Part II, unless the
amendment effecting such amendment, alteration, change or repeal shall receive
the affirmative vote or consent of the holders of four-fifths of all classes of
stock of this corporation entitled to vote in elections of directors, considered
for the purposes of this Part II as one class.
ARTICLE 9
PART I
(a) Except as otherwise expressly provided in Part II of this
Article 9 and in addition to any other provision of law and as may otherwise be
set forth in these Articles, the consummation of any Business Combination shall
require that all of the following conditions shall have been met:
(i) The aggregate amount of the cash and the Fair Market Value
as of the date of the consummation of the Business Combination of consideration
other than cash to be
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received per share by holders of Common Stock in such Business Combination shall
be at least equal to the highest of the following:
(A) (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the
Interested Shareholder for any shares of Common Stock acquired by it (1) within
the two-year period immediately prior to the first public announcement of the
proposal of the Business Combination (the "Announcement Date") or (2) in the
transaction in which it became an Interested Shareholder, whichever is higher;
(B) the Fair Market Value per share of Common Stock on the
Announcement Date or on the date on which the Interested Shareholder became an
Interested Shareholder (such latter date is referred to in this Article 9 as the
"Determination Date"), whichever is higher; and
(C) (if applicable) the price per share equal to the Fair
Market Value per share of Common Stock determined pursuant to paragraph
(a)(i)(B) above, multiplied by the ratio of (1) the highest per share price
(including any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by the Interested Shareholder for any shares of Common Stock acquired
by it within the two-year period immediately prior to the Announcement Date to
(2) the Fair Market Value per share of Common Stock on the first day in such
two-year period upon which the Interested Shareholder acquired any shares of
Common Stock.
(ii) The aggregate amount of the cash and the Fair Market
Value as of the date of the consummation of the Business Combination of
consideration other than cash to be received per share by holders of shares of
any class of outstanding Voting Stock other than Common Stock (and other than
Institutional Voting Stock), shall be at least equal to the highest of the
following (it being intended that the requirements of this paragraph (a)(ii)
shall be required to be met with respect to every class of outstanding Voting
Stock [other than Institutional Voting Stock], whether or not the Interested
Shareholder has previously acquired any shares of a particular class of Voting
Stock):
(A) (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the
Interested Shareholder for any shares of such class of Voting Stock acquired by
it (1) within the two-year period immediately prior to the Announcement Date or
(2) in the transaction in which it became an Interested Shareholder, whichever
is higher;
(B) (if applicable) the highest preferential amount per share
to which the holders of shares of such class of Voting Stock are entitled in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Corporation;
(C) the Fair Market Value per share of such class of Voting
Stock on the Announcement Date or on the Determination Date, whichever is
higher; and
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(D) (if applicable) the price per share equal to the Fair
Market Value per share of such class of Voting Stock determined pursuant to
paragraph (a)(ii)(C) above, multiplied by the ratio of (1) the highest per share
price (including any brokerage commissions, transfer taxes and soliciting
dealers' fees) paid by the Interested Shareholder for any shares of such class
of Voting Stock acquired by it within the two-year period immediately prior to
the Announcement Date to (2) the Fair Market Value per share of such class of
Voting Stock on the first day in such two-year period upon which the Interested
Shareholder acquired any shares of such class of Voting Stock.
(iii) The consideration to be received by holders of a
particular class of outstanding Voting Stock (including Common Stock) shall be
in cash or in the same form as the Interested Shareholder has previously paid
for shares of such class of Voting Stock. If the Interested Shareholder has paid
for shares of any class of Voting Stock with varying forms of consideration, the
form of consideration for such class of Voting Stock shall be either cash or the
form used to acquire the largest number of shares of such class of Voting Stock
previously acquired by it.
(iv) After such Interested Shareholder has become an
Interested Shareholder and prior to the consummation of such Business
Combination: (A) except as approved by a majority of the Continuing Directors,
there shall have been no failure to declare and pay at the regular date therefor
any full quarterly dividends (whether or not cumulative) on the outstanding
Preferred Stock; (B) there shall have been (1) no reduction in the annual rate
of dividends paid on the Common Stock (except as necessary to reflect any
subdivision of the Common Stock), except as approved by a majority of the
Continuing Directors, and (2) an increase in such annual rate of dividends as
necessary to reflect any reclassification (including any reverse stock split),
recapitalization, reorganization or any similar transaction which has the effect
of reducing the number of outstanding shares of the Common Stock, unless the
failure so to increase such annual rate is approved by a majority of the
Continuing Directors; and (C) such Interested Shareholder shall have not become
the beneficial owner of any additional shares of Voting Stock except as part of
the transaction which results in such Interested Shareholder becoming an
Interested Shareholder.
(v) After such Interested Shareholder has become an Interested
Shareholder, such Interested Shareholder shall not have received the benefit,
directly or indirectly (except proportionately as a shareholder), of any loans,
advances, guarantees, pledges or other financial assistance or any tax credits
or other tax advantages provided by the Corporation, whether in anticipation of
or in connection with such Business Combination or otherwise.
(vi) A proxy or information statement describing the proposed
Business Combination and containing the information specified for proxy or
information statements under the Securities Exchange Act of 1934 and the rules
and regulations thereunder (or any subsequent provisions replacing such Act,
rules or regulations) shall be mailed by or on behalf of and at the expense of
the Interested Shareholder seeking to effect such Business Combination, to
Shareholders of the Corporation at least 30 days prior to the consummation of
such Business
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Combination (whether or not such proxy or information statement is required to
be mailed pursuant to such Act or subsequent provisions).
(b) The term "Business Combination", as used in this Article
9, shall mean:
(i) any merger or consolidation of the Corporation or any
Subsidiary with (A) any Interested Shareholder or (B) any other corporation
(whether or not itself an Interested Shareholder) which is, or after such merger
or consolidation would be, an Affiliate of an Interested Shareholder; and
(ii) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions) to or with
any Interested Shareholder or any Affiliate of any Interested Shareholder of any
assets of the Corporation or any Subsidiary having an aggregate Fair Market
Value of $1,000,000 or more; and
(iii) the issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of transactions) of any securities of
the Corporation or any Subsidiary to any Interested Shareholder or any Affiliate
of any Interested Shareholder in exchange for cash, securities or other property
(or a combination thereof) having an aggregate Fair Market Value of $1,000,000
or more; and
(iv) the adoption of any plan or proposal for the liquidation
or dissolution of the Corporation proposed by or on behalf of an Interested
Shareholder or any Affiliate of any Interested Shareholder; and
(v) any reclassification of securities (including any reverse
stock split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise involving an Interested
Shareholder) which has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of equity or
convertible securities of the Corporation or any Subsidiary which is directly or
indirectly owned by any Interested Shareholder or any Affiliate of any
Interested Shareholder.
PART II
The provisions of Part I of this Article 9 shall be applicable
to each particular Business Combination unless (a) such Business Combination
shall have been approved by the affirmative vote of at least two-thirds of the
voting power of all shares of Voting Stock (considered for purposes of this
Article 9 as one class, it being understood that for purposes of this Article 9,
each share of Voting Stock shall have the number of votes granted to it pursuant
to Article 4 of these Articles of Incorporation) which are then held by
Independent Shareholders or (b) a majority of the Continuing Directors shall by
resolution have approved a memorandum of understanding with such Interested
Shareholder with respect to and substantially consistent with such Business
Combination.
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PART III
For the purposes of this Article 9, the following terms shall
have the meaning hereinafter set forth:
(a) "Affiliate" or "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as in effect on November
19, 1984.
(b) A person shall be a "beneficial owner" of any Voting
Stock:
(i) which such person or any of its Affiliates or Associates
(as herein defined) beneficially owns, directly or indirectly; or
(ii) which such person or any of its Affiliates or Associates
has (A) the right to acquire (whether such right is exercisable immediately or
only after the passage of time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (B) the right to vote pursuant to any
agreement, arrangement or understanding; or
(iii) which are beneficially owned, directly or indirectly, by
any other person with which such person or any of its Affiliates or Associates
has any agreement, arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of Voting Stock.
(c) "Continuing Director" shall mean any member of the Board
of Directors of the Corporation (the "Board") who is unaffiliated with the
Interested Shareholder referred to in the definition of "Business Combination"
in paragraph (b) of Part I of this Article 9 and was a member of the Board prior
to the time that the Interested Shareholder became an Interested Shareholder and
any successor of a Continuing Director who is unaffiliated with the Interested
Shareholder and is recommended to succeed a Continuing Director by a majority of
Continuing Directors then on the Board.
(d) "Fair Market Value" means: (i) in the case of stock, the
highest closing sale price during the 30-day period immediately preceding the
date in question of a share of such stock on the Composite Tape for the New York
Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite
Tape for the New York Stock Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 on which such stock is listed, or, if such
stock is not listed on any such Exchange, the highest closing bid quotation with
respect to a share of such stock during the 30-day period preceding the date in
question on the National Association of Securities Dealers, Inc. Automated
Quotations System ("NASDAQ") or, if NASDAQ is not then in use, any other system
then in use, or, if no such quotations are available, the Fair Market Value on
the date in question of a share of such stock as determined by the Board in good
faith; and (ii) in the
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case of property other than cash or stock, the Fair Market Value of such
property on the date in question as determined by the Board in good faith.
(e) "Independent Shareholder" shall mean any person who or
which:
(i) is the beneficial owner, directly or indirectly, of one or
more shares of Voting Stock, and
(ii) is not the Interested Shareholder, an Affiliate or an
Associate of the Interested Shareholder or a party to or subject to any
agreement or understanding with the Interested Shareholder or any Affiliate of
an Associate thereof for the purpose of acquiring, holding, voting or disposing
of any shares of Voting Stock; which Interested Shareholder or Affiliate or
Associate of the Interested Shareholder is referred to in the definition of
"Business Combination" in paragraph (b) of Part I of this Article 9.
(f) "Institutional Voting Stock" shall mean any class of
Voting Stock which was issued to and continues to be held solely by one or more
insurance companies, pension funds, commercial banks, savings banks and/or
similar financial institutions or institutional investors.
(g) "Interested Shareholder" shall mean any person (other than
the Corporation or any Subsidiary) who or which:
(i) is the beneficial owner, directly or indirectly, of more
than 10% of the voting power of the outstanding Voting Stock; or
(ii) is an Affiliate of the Corporation and at any time within
the two-year period immediately prior to the date in question, became the
beneficial owner, directly or indirectly, of 10% or more of the voting power of
the then outstanding Voting Stock; or
(iii) is an assignee of or has otherwise succeeded to any
shares of Voting Stock which were at any time within the two-year period
immediately prior to the date in question beneficially owned by any Interested
Shareholder, if such assignment or succession shall have occurred in the course
of a transaction or series of transactions not involving a public offering
within the meaning of the Securities Act of 1933.
For the purposes of determining whether a person is an
Interested Shareholder pursuant to this paragraph (g), the number of shares of
Voting Stock deemed to be outstanding shall include shares deemed owned through
application of paragraph (b) of this Part III but shall not include any other
shares of Voting Stock which may be issuable pursuant to any agreement,
arrangement or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.
(h) In the event of any Business Combination in which the
Corporation survives, the phrase "consideration other than cash to be received"
as used in paragraphs (a)(i)
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and (ii) of Part I of this Article 9 shall include the shares of Common Stock
and/or the shares of any other class of outstanding Voting Stock retained by the
holders of such shares.
(i) A "person" shall mean any individual, firm, corporation or
other entity.
(j) "Subsidiary" means any corporation of which a majority of
any class of equity security is owned, directly or indirectly, by the
Corporation; provided, however, that for the purposes of the definition of
Interested Shareholder set forth in paragraph (g) of this Part III, the term
"Subsidiary" shall mean only a corporation of which a majority of each class of
equity security is owned, directly or indirectly, by the Corporation.
(k) "Voting Stock" shall mean each share of stock of the
Corporation generally entitled to vote in elections of Directors.
The directors of the Corporation shall have the power and duty
to determine, for the purposes of this Article 9, on the basis of information
known to them after reasonable inquiry, (a) whether a person is an Interested
Shareholder, (b) whether a person is an Independent Shareholder, (c) the number
of shares of Voting Stock beneficially owned by any person, (d) whether a person
is an Affiliate or Associate of another, (e) whether a class of Voting Stock is
Institutional Voting Stock and (f) whether the assets which are the subject of
any Business Combination have, or the consideration to be received for the
issuance or transfer of securities by the Corporation or any Subsidiary in any
Business Combination has, an aggregate Fair Market Value of $1,000,000 or more.
Any such determination made in good faith shall be binding and conclusive on all
parties.
PART IV
Nothing contained in this Article 9 shall be construed to
relieve any Interested Shareholder from any fiduciary obligation imposed by law.
PART V
Notwithstanding any other provisions of these Articles of
Incorporation or the Bylaws of the Corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, these Articles of
Incorporation or the Bylaws of the Corporation), the affirmative vote of the
holders of four-fifths of all classes of stock of this Corporation entitled to
vote in elections of directors, considered for the purposes of this Part V as
one class, shall be required to amend or repeal, or adopt any provisions
inconsistent with, this Article 9 of these Articles of Incorporation.
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ARTICLE 10
PART I
Subject to the provisions of Part II hereof, the act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless the act of a greater number
is required by law.
PART II
Any vacancy occurring in the Board of Directors, including a
vacancy created by an increase in the number of directors, shall be filled only
by the affirmative vote of a majority of the directors then in office, though
less than a quorum of the Board of Directors. A director elected to fill a
vacancy, other than a vacancy created by an increase in the number of directors,
shall be elected for the unexpired term of his predecessor. A director elected
to fill a vacancy created by an increase in the number of directors shall be
elected for a term of office continuing only until the next succeeding annual
election of directors of any class.
PART III
Despite any other provisions of these Articles of
Incorporation or the Bylaws of the Corporation (and despite the fact that a
lesser percentage may be specified by law, these Articles of Incorporation or
the Bylaws of the Corporation), the affirmative vote of the holders of
four-fifths of all classes of stock of this Corporation entitled to vote in
elections of directors, considered for the purpose of this Part III as one
class, shall be required to amend or repeal, or adopt any provisions
inconsistent with, this Article 10 of these Articles of Incorporation.
ARTICLE 11
These articles shall supersede and take the place of the
heretofore existing Articles of Incorporation and all amendments thereto.
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