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
_________________________
Date of Report (date of earliest event reported): DECEMBER 17, 1997
WAUSAU-MOSINEE PAPER CORPORATION
(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) Number)
1244 KRONENWETTER DRIVE
MOSINEE, WI 54455-9099
(Address of principal executive offices, including Zip Code)
(715) 693-4470
Registrant's telephone number, including area code
NOT APPLICABLE
(Former name or former address, if changed since last report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 17, 1997, the merger between Wausau Paper Mills Company
("Wausau") and Mosinee Paper Corporation ("Mosinee") pursuant to which
Mosinee became a wholly-owned subsidiary of Wausau (the "Merger") was
completed. In connection with the Merger, Wausau's corporate name was
changed to Wausau-Mosinee Paper Corporation ("Wausau-Mosinee" or the
"Registrant"). Pursuant to the Merger, the 15,201,721 shares of Mosinee
common stock outstanding were converted at an exchange ratio of 1.4 into
21,281,795 shares of Wausau-Mosinee common stock (after adjustment for
fractional shares).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Financial statements relating to Mosinee set forth in Item 7(a)
of Form 8-K dated December 17, 1997, and filed December 18, 1997.
(B) PRO FORMA FINANCIAL INFORMATION.
Unaudited pro forma financial information for Wausau-Mosinee
reflecting the condensed combined results of operations of Wausau and
Mosinee for the years ended August 31, 1997, August 31, 1996, and
August 31, 1995, and for the three months ended November 30, 1997, and
November 30, 1996, as well as an unaudited pro forma condensed
combined balance sheet as of November 30, 1997, is filed herewith as
Exhibit 99.1.
(C) EXHIBITS.
2.1 Agreement and Plan of Merger, dated as of August 24, 1997,
by and among Wausau, WPM Holdings, Inc., and Mosinee
(incorporated by reference to Item 7(c), Exhibit 99.1 to the
Registrant's Registration Statement on Form 8-K dated August
24, 1997).
4.1 Restated Articles of Incorporation of Wausau-Mosinee Paper
Corporation, as amended effective December 17, 1997
(incorporated by reference to Item 8, Exhibit 4.1 to the
Registrant's Registration Statement on Form S-8 dated
December 17, 1997).
4.2 Restated Bylaws of Wausau-Mosinee Paper Corporation, as
amended effective December 17, 1997 (incorporated by
reference to Item 8, Exhibit 4.2 to the Registrant's
Registration Statement on Form S-8 dated December 17, 1997).
23.1 Consent of Wipfli Ullrich Bertelson LLP.
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99.1 Unaudited pro forma condensed combined financial information
as described in Item 7(b).
ITEM 8. CHANGE IN FISCAL YEAR
On December 17, 1997, the Board of Directors of the Registrant voted
to change the fiscal year of the Registrant from fiscal year ending on
August 31 to a fiscal year ending on December 31. The report covering the
transition period will be filed on Form 10-Q.
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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-MOSINEE PAPER CORPORATION
Date: February 3, 1998 By: GARY P. PETERSON
Gary P. Peterson
Senior Vice President-Finance,
Secretary and Treasurer
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<PAGE>
EXHIBIT INDEX
TO
FORM 8-K
OF
WAUSAU-MOSINEE PAPER CORPORATION
DATED DECEMBER 17, 1997
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. <section>232.102(d))
23.1 CONSENT OF WIPFLI ULLRICH BERTELSON LLP.
99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our reports included in this Form 8-K, into Wausau-
Mosinee Paper Corporation's previously filed Registration Statement File
Nos. 33-44922, 33-42445, and 33-42447 on Form S-8, including all post-
effective amendments thereto.
WIPFLI ULLRICH BERTELSON LLP
February 3, 1998
Wausau, Wisconsin
EXHIBIT 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial
information (the "Unaudited Pro Forma Information") gives effect to the
Merger under the pooling-of-interests method of accounting. The Unaudited
Pro Forma Information is presented to reflect the estimated impact of the
Merger and the issuance of 21,281,795 shares of Wausau-Mosinee common
stock.
The Unaudited Pro Forma Information is presented as if the Merger had
been consummated as of the beginning of each period presented for the
unaudited pro forma condensed combined statements of income and as of
November 30, 1997, for the unaudited pro forma condensed combined balance
sheet. Certain adjustments to the data presented have also been made to
reflect the different fiscal years of Wausau and Mosinee (see "Notes to
Unaudited Pro Forma Condensed Combined Statements of Income and Balance
Sheet--Basis of Presentation," below). All column headings used in the
Unaudited Pro Forma Information refer to the period-end date of Wausau.
The Unaudited Pro Forma Information is not necessarily indicative of
the operating results and financial position that might have been achieved
had the Merger been consummated on the dates or as of the beginning of
each period indicated, nor is it necessarily indicative of operating
results and financial position which may occur in the future.
The Unaudited Pro Forma Information should be read in conjunction with
the historical consolidated financial statements of Wausau and Mosinee
contained in their respective Annual Reports on Form 10-K and the
unaudited consolidated interim financial statements contained in Wausau-
Mosinee's Quarterly Report on Form 10-Q for the three months ended
November 30, 1997 and in Mosinee's Quarterly Report on Form 10-Q for the
six months ended June 30, 1997.
On December 17, 1997, Wausau-Mosinee changed its fiscal year-end
reporting period to December 31, from August 31.
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<TABLE>
WAUSAU-MOSINEE PAPER CORPORATION AND CONSOLIDATED SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE THREE MONTHS ENDED NOVEMBER 30, 1997
Pro Forma Pro Forma
WAUSAU MOSINEE ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C>
Net Sales $158,987 $89,782 (a)($214) $248,555
Cost of products sold 131,755 67,073 (a)( 214) 198,614
Gross Profit 27,232 22,709 49,941
Selling, administrative and
research expenses 8,267 10,763 19,030
Operating Profit 18,965 11,946 30,911
Interest expense (1,118) (989) (2,107)
Interest income 16 0 16
Other income and expense - net 15 182 197
Earnings Before Income Taxes 17,878 11,139 29,017
Provision for income taxes 6,700 4,175 10,875
Net Earnings $ 11,178 $ 6,964 $ $ 18,142
Net Earnings Per Common Share $ 0.31 $ 0.46 $ 0.31
Weighted Average Number of Shares 36,516 (b)15,202 21,300 57,816
<FN>
The accompanying notes are an integral part of this pro forma information.
</TABLE>
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<TABLE>
WAUSAU-MOSINEE PAPER CORPORATION AND CONSOLIDATED SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE THREE MONTHS ENDED NOVEMBER 30, 1996
Pro Forma Pro Forma
WAUSAU MOSINEE ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C>
Net Sales $139,639 $ 81,761 (a)($141) $221,259
Cost of products sold 113,299 58,764 (a)( 141) 171,922
Gross Profit 26,340 22,997 49,337
Selling, administrative and
research expenses 8,016 8,114 16,130
Operating Profit 18,324 14,883 33,207
Interest expense (585) (1,056) (1,641)
Interest income 89 0 89
Other income and expense - net 36 72 108
Earnings Before Income Taxes 17,864 13,899 31,763
Provision for income taxes 6,750 5,620 12,370
Net Earnings $ 11,114 $ 8,279 $ $ 19,393
Net Earnings Per Common Share $ 0.30 $ 0.53 $ 0.34
Weighted Average Number of Shares 36,513 15,725 (b)21,300 57,813
<FN>
The accompanying notes are an integral part of this pro forma information.
</TABLE>
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<TABLE>
WAUSAU-MOSINEE PAPER CORPORATION AND CONSOLIDATED SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE YEAR ENDED AUGUST 31, 1997
Pro Forma Pro Forma
WAUSAU MOSINEE ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C>
Net Sales $570,258 $322,632 (a)($ 586) $892,304
Cost of products sold 456,239 236,273 (a)( 586) 691,926
Gross Profit 114,019 86,359 200,378
Selling, administrative and
research expenses 32,499 31,554 64,053
Operating Profit 81,520 54,805 136,325
Interest expense (3,520) (3,882) (7,402)
Interest income 172 5 177
Other income and expense - net 227 (104) 123
Earnings Before Income Taxes 78,399 50,824 129,223
Provision for income taxes 29,500 20,070 49,570
Net Earnings $ 48,899 $ 30,754 $ $ 79,653
Net Earnings Per Common Share $ 1.34 $ 1.99 $ 1.38
Weighted Average Number of Shares 36,514 15,470 (b)21,300 57,814
<FN>
The accompanying notes are an integral part of this pro forma information.
</TABLE>
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<TABLE>
WAUSAU-MOSINEE PAPER CORPORATION AND CONSOLIDATED SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE YEAR ENDED AUGUST 31, 1996
Pro Forma Pro Forma
WAUSAU MOSINEE ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C>
Net Sales $542,669 $313,689 (a)($ 517) $855,841
Cost of products sold 443,383 241,341 (a) ( 517) 684,207
Gross Profit 99,286 72,348 171,634
Selling, administrative and
research expenses 29,763 32,291 62,054
Operating Profit 69,523 40,057 109,580
Interest expense (2,786) (5,418) (8,204)
Interest income 562 562
Other income and expense - net (470) 598 128
Earnings Before Income Taxes 66,829 35,237 102,066
Provision for income taxes 25,600 14,042 39,642
Net Earnings $ 41,229 $ 21,195 $ $ 62,424
Net Earnings Per Common Share $ 1.12 $ 1.35 $ 1.07
Weighted Average Number of Shares 36,821 15,725 (b)21,300 58,121
<FN>
The accompanying notes are an integral part of this pro forma information.
</TABLE>
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<TABLE>
WAUSAU-MOSINEE PAPER CORPORATION AND CONSOLIDATED SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE YEAR ENDED AUGUST 31, 1995
Pro Forma Pro Forma
WAUSAU MOSINEE ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C>
Net Sales $515,743 $287,178 (a)($ 490) $802,431
Cost of products sold 434,995 236,741 (a) ( 490) 671,246
Gross Profit 80,748 50,437 131,185
Selling, administrative and
research expenses 27,994 22,913 50,907
Operating Profit 52,754 27,524 80,278
Interest expense (1,688) (6,051) (7,739)
Interest income 239 81 320
Other income and expense - net (454) 1,422 968
Earnings Before Income Taxes 50,851 22,976 73,827
Provision for income taxes 19,600 9,043 28,643
Net Earnings $ 31,251 $ 13,933 $ $ 45,184
Net Earnings Per Common Share $ 0.85 $ 0.89 $ 0.78
Weighted Average Number of Shares 36,829 15,725 (b)21,300 58,129
<FN>
The accompanying notes are an integral part of this pro forma information.
</TABLE>
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<TABLE>
WAUSAU-MOSINEE PAPER CORPORATION AND CONSOLIDATED SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
<CAPTION>
(IN THOUSANDS)
NOVEMBER 30, 1997
Pro Forma Pro Forma
WAUSAU MOSINEE ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 7,947 $ 350 $ 8,297
Accounts and notes receivable 42,911 31,457 74,368
Inventories 83,477 47,236 130,713
Deferred income taxes 8,324 8,275 16,599
Other current assets 2,589 312 2,901
Total current assets 145,248 87,630 232,878
Property, plant and equipment 384,705 216,124 600,829
Other assets 19,728 13,021 32,749
TOTAL ASSETS $549,681 $316,775 $866,456
LIABILITIES AND SHAREHOLDERS'
EQUITY CURRENT LIABILITIES
Current maturities of long-
term debt $ 6,228 $ 6,228
Accounts payable 31,533 19,926 51,459
Accrued and other liabilities 20,171 25,988 14,000 60,159
Accrued income taxes 5,534 1,569 7,103
Total current liabilities 63,466 47,483 14,000 124,949
LONG-TERM LIABILITIES
Long-term debt 63,060 64,864 127,924
Deferred income taxes 51,190 38,685 89,875
Other liabilities 57,233 30,502 87,735
Total long-term liabilities 171,483 134,051 305,534
Preferred stock of subsidiary 1,255 1,255
Total shareholders' equity 314,732 133,986 (c)(14,000) 434,718
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $549,681 $316,775 $ $866,456
<FN>
The accompanying notes are an integral part of this pro forma information.
</TABLE>
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF
INCOME AND BALANCE SHEET
1. BASIS OF PRESENTATION
The unaudited pro forma condensed combined financial statements
reflect the Merger under the pooling-of-interests method of
accounting. The unaudited pro forma condensed combined statements
of income for each year in the three-year period ended August 31,
1997, and the three-month periods ended November 30, 1997 and 1996,
give effect to the Merger as though it had occurred as of the
beginning of each period presented. The unaudited pro forma
condensed combined balance sheet as of November 30, 1997, assumes
that the Merger had been consummated on that date.
The unaudited pro forma condensed combined statements of income
present financial information for Wausau for the fiscal years ended
August 31, 1997, 1996, and 1995 and the three months ended
November 30, 1997 and 1996 and the recast financial information of
Mosinee for the twelve month periods ended June 30, 1997, 1996, and
1995 and the three months ended September 30, 1997 and 1996.
Mosinee's fiscal year ends December 31. There are no net sales or
income for any period included more than once in the pro forma
statements.
The unaudited pro forma condensed combined balance sheet presents
the balance sheet of Wausau as of November 30, 1997 and the balance
sheet of Mosinee as of September 30, 1997.
The unaudited pro forma condensed combined statements of income
exclude the positive effects of potential cost savings which may be
achieved upon combining the resources of the companies and non-
recurring transaction costs of approximately $14 million, including
investment banking, legal, and accounting fees. These transaction
costs will be reflected in the results of operations in the first
period reported by the combined company. Further, Wausau-Mosinee
expects to restructure the combined companies, resulting in
additional non-recurring charges. The range of amounts and timing
of such charges cannot be reasonably estimated until an analysis of
the newly combined operations is completed and a detailed
restructuring plan is developed, but such charges may be material.
For periods ending after December 15, 1997, the companies will
retroactively adopt Statement of Financial Accounting Standard
("SFAS") No. 128, "Earnings Per Share." Under the new standard
contained in SFAS No. 128, the companies will be required to report
diluted earnings per share. Stock options are the only dilutive
securities reflected in previously published financial statements.
The difference between basic and diluted earnings per share under
the new standard for previously reported periods is not expected to
be material. The companies' previously published earnings per share
information is equivalent to basic earnings per share under SFAS
No. 128.
2. PRO FORMA ADJUSTMENTS
(a) Represents elimination of intercompany sales between Wausau and
Mosinee.
<PAGE>
(b) Represents an adjustment to reflect the combined weighted
average number of common shares of Wausau and Mosinee,
reflecting the issuance of approximately 21.3 million Wausau
common stock in exchange for approximately 15.2 million Mosinee
common stock outstanding utilizing an exchange ratio of 1.4
Wausau-Mosinee common stock for each share of Mosinee common
stock.
(c) Reflects an accrual for the estimated $14 million transaction
costs related to the Merger.
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3. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER
The unaudited pro forma condensed combined financial statements
assume that the Merger qualifies as a tax-free reorganization for
federal income tax purposes.
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