As filed with the Securities and Exchange Commission on October 22, 1998
Registration No. 333-02845
AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WAUSAU-MOSINEE PAPER CORPORATION
(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.)
1244 KRONENWETTER DRIVE
MOSINEE, WISCONSIN 54455-9099
(Address of principal executive offices) (Zip Code)
WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS AND INVESTMENT PLAN
(Full title of the plan)
GARY P. PETERSON
SENIOR VICE PRESIDENT-FINANCE, SECRETARY AND TREASURER
WAUSAU-MOSINEE PAPER CORPORATION
1244 KRONENWETTER DRIVE
MOSINEE, WI 54455-9099
(715) 693-4470
Copies to:
ARNOLD J. KIBURZ III
RUDER, WARE & MICHLER, A LIMITED LIABILITY 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)
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Amount of additional Proposed Proposed Amount of
Title of securities securities to be maximum offering maximum registration fee
to be registered registered price per unit aggregate for additional
offering price securities
<S> <C> <C> <C> <C>
Common stock, 600,000 $13.56(1) $8,137,500(2) $2,402.00(1)
no par value shares
Interests in the Wausau-
Mosinee Paper Corporation
Savings and Investment Plan (2)
<FN>
(1) Estimated solely for purposes of calculating registration fee for
600,000 additional shares pursuant to Rule 457(h); calculated
pursuant to Rule 457(c) based on the average of the high and low
prices of Registrant's common stock as reported on the New York
Stock Exchange on October 15, 1998.
(2) 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.
</TABLE>
This Amendment No. 2 to Form S-8, Registration Statement No. 333-
02845, for the Wausau-Mosinee Paper Corporation Savings and Investment
Plan is filed to register an additional 600,000 shares of
Wausau-Mosinee Paper Corporation common stock. The plan was formerly
known as the Wausau Paper Mills Company Salaried Savings and Investment
Plan.
The contents of Registration Statement No. 333-02845 on Form S-8,
and Amendment No. 1 to such registration statement, are hereby
incorporated by reference.
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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. 2 to Form S-8, Registration Statement No.
333-02845, to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Mosinee, State of Wisconsin, on
October 21, 1998.
WAUSAU-MOSINEE PAPER CORPORATION
By: GARY P. PETERSON
Gary P. Peterson
Senior Vice President-Finance,
Secretary and Treasurer
(On behalf of Registrant and
as Principal Financial Officer)
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<PAGE>
SIGNATURES
Each person whose signature appears below constitutes and appoints
San W. Orr, Jr., Daniel R. Olvey and Gary P. Peterson, and each of
them, his true and lawful attorney-in-fact, with full power of
substitution, 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 Form S-8, Registration Statement No. 333-02845,
including this Amendment No. 2, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to Form S-8, Registration Statement No. 333-02845, has
been signed on October 21, 1998, by the following persons in the
capacities indicated.
SAN W. ORR, JR. DANIEL R. OLVEY
San W. Orr, Jr. Daniel R. Olvey
Chairman of the Board President and Chief Executive
Officer and a Director
(Principal Executive Officer)
WALTER ALEXANDER HARRY R. BAKER
Walter Alexander Harry R. Baker
Director Director
GARY W. FREELS RICHARD G. JACOBUS
Gary W. Freels Richard G. Jacobus
Director Director
RICHARD L. RADT DAVID B. SMITH, JR.
Richard L. Radt David B. Smith, Jr.
Director Director
STEVEN A. SCHMIDT
Steven A. Schmidt
Corporate Controller
(Principal Accounting Officer)
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<PAGE>
EXHIBIT INDEX
TO
AMENDMENT NO. 2 TO FORM S-8
OF
WAUSAU-MOSINEE PAPER CORPORATION
PURSUANT TO <section>232.102(D) OF REGULATION S-T
(17 C.F.R. <section>232102(D))
EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Amendment No. 2 to
Form S-8, Registration Statement No. 333-02845, of Wausau-Mosinee Paper
Corporation relating to the registration of 600,000 shares of its
common stock, no par value, in connection with the Wausau-Mosinee Paper
Corporation Savings and Investment Plan (the "Plan") of our report
dated September 17, 1997, appearing in Registrant's annual report on
Form 10-K for the year ended August 31, 1997, of our report dated
February 3, 1998, appearing in Registrant's Annual Report to
shareholders for the year ended December 31, 1997, and of our report
dated June 29, 1998, appearing in the Plan's Annual Report on Form 11-K
for the year ended December 31, 1997, and to all references to our Firm
included in the Registration Statement on Form S-8.
WIPFLI ULLRICH BERTELSON LLP
October 21, 1998
Wausau, Wisconsin
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