FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WAUSAU-MOSINEE PAPER CORPORATION
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0690900
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1244 KRONENWETTER DRIVE
MOSINEE, WISCONSIN 54455-9099
(Address of principal executive office)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
COMMON STOCK, NO PAR VALUE NEW YORK STOCK EXCHANGE
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: NONE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
COMMON STOCK, NO PAR VALUE
THE FOLLOWING DESCRIPTION OF THE COMMON STOCK OF WAUSAU-MOSINEE PAPER
CORPORATION (THE "COMPANY") DOES NOT PURPORT TO BE COMPLETE AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE COMPANY'S RESTATED ARTICLES
OF INCORPORATION, AS AMENDED (THE "ARTICLES"), THE COMPANY'S BYLAWS, AS
AMENDED (THE "BYLAWS"), AND THE WISCONSIN BUSINESS CORPORATION LAW
("WBCL").
The capital stock of the Company to be registered on the New York
Stock Exchange, Inc. is its common stock, no par value (the "Common
Stock"). The Company is authorized to issue 100 million shares of Common
Stock.
VOTING RIGHTS
Each holder of Common Stock is entitled to one vote for each share
held of record on the stock transfer books of the Company on each matter
to be voted upon at any annual or special meeting of the shareholders of
the Company except the voting power of shares held by any person in excess
of 20% of the shares outstanding is limited to one-tenth of the full
voting power of such excess shares under the provisions of section
180.1150 of the WBCL.
Except as described under "Restrictions on Business Combinations and Other
Transactions," each share of Common Stock is entitled to one vote on any
matter presented for approval at any meeting of shareholders. The WBCL,
as applied to the Company, generally requires shareholder approval of
amendments to the articles of incorporation, certain mergers,
consolidations, and dissolutions, or sale of substantially all of a
corporation's assets by the affirmative vote of two-thirds of each class
of outstanding shares entitled to vote thereon. Adoption of any amendment
to the Company's Articles or Bylaws that would be inconsistent with
current provisions that (1) provide for a staggered board of directors and
the filling of any vacancies or removal of directors, (2) require that
certain "fair price" provisions be satisfied in connection with certain
mergers, acquisitions, and other transactions involving an Interested
Shareholder (as defined under "Restrictions on Business Combinations and
Other Transactions"), or (3) provide that specified procedural
requirements be met in connection with certain mergers, consolidations and
other transactions, must be approved by a specified vote in excess of two-
thirds of the shares entitled to be cast on such amendments (see
"Restrictions on Business Combinations and Other Transactions").
DIVIDENDS
Holders of Common Stock are entitled to receive dividends when, as and
if declared by the Board of Directors of the Company (the "Board") out of
funds legally available therefor.
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LIQUIDATION PREFERENCE
Upon liquidation of the Company, holders of Common Stock are entitled
to receive the net assets of the Company after satisfaction of the prior
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rights of any creditors of the Company and the holders of any class of
preferred stock which may then have been issued and outstanding. The
Common Stock has no preferential liquidation rights.
MISCELLANEOUS
The Common Stock is not convertible and carries no preemptive rights.
The Common Stock is nonassessable except as provided in section
180.0622(2)(b) of the WBCL (which has been judicially interpreted to
provide that shareholders may be held liable for claims of employees for
wages for up to six months' service, but not in excess of the amount of
the consideration paid for the shares).
ELECTION OF DIRECTORS AND OTHER BUSINESS
The Articles provide that the number of directors shall be determined
by the Board pursuant to the Bylaws, but that there shall be not less than
three nor more than nine directors. The Board is divided into three
classes, with each class comprised of approximately one-third of the Board
and one such class elected each year to serve for a period of three years.
The staggered terms of the classes of directors may have the effect of
discouraging a hostile acquiror from seeking to gain control of the Board
through a proxy fight for Board control, which could not be accomplished
in any given year.
The Bylaws require that not less than 60 days' nor more than 90 days'
notice be given to the Company of any intention to nominate a candidate
for director or to propose business from the floor at any annual or
special meeting of shareholders.
RESTRICTIONS ON BUSINESS COMBINATIONS AND OTHER TRANSACTIONS
GENERAL. The Articles contain certain provisions which are designed
to discourage a multi-step attempt to take over the Company or one that is
opposed by the Board, to assure that no sudden or surprise change in a
majority of the Board can occur, and to assure that the Board could
continue to carry on the business and affairs of the Company under the
circumstances of a takeover attempt which is opposed by the Board. These
provisions are in addition to the provisions for a staggered board of
directors described under "Election of Directors and Other Business."
These provisions may have the effect of discouraging a hostile takeover
attempt of the Company.
"FAIR PRICE" PROVISIONs. As used throughout this discussion of the
"fair price" provisions of the Articles, the term "Interested Shareholder"
means any holder of more than 10% of the Voting Stock and includes all
persons, corporations and other entities affiliated, associated, or acting
with the Interested Shareholder or an affiliate or an associate thereof.
The term "Voting Stock" means the outstanding capital stock of the
corporation generally entitled to vote in the election of directors;
currently, the Common Stock. The term
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"Independent Shareholder" means any shareholder who is not the
Interested Shareholder who is seeking to acquire control of the Company
or who otherwise proposes a Business Combination, or an affiliate or an
associate of, or a person acting in conjunction with, such Interested
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Shareholder, or an affiliate or associate thereof. The term "Business
Combination" means any merger, consolidation or similar transaction
which is specified in the fair price provisions. The term "Continuing
Director" means a member of the Board who (1) is unaffiliated with the
Interested Shareholder who is seeking to effect a Business Combination
and who was a member of the Board prior to the time that such Interested
Shareholder became an Interested Shareholder and (2) any successor to a
Continuing Director if that person is unaffiliated with an Interested
Shareholder and was recommended to succeed a Continuing Director by a
majority of the Continuing Directors then on the Board.
Under the Articles, as a condition for any Business Combination
involving the Company and any Interested Shareholder, certain minimum
price and procedural requirements must be met or, in the alternative,
either (1) two-thirds of the Voting Stock held by Independent Shareholders
must be voted to approve such transaction, or (2) a majority of the
Continuing Directors shall have approved a memorandum of understanding
with such Interested Shareholder with respect to and substantially
consistent with such Business Combination. These provisions make it more
difficult for an Interested Shareholder to effect a takeover of the
Company even if a majority of the Voting Stock favors such a takeover.
In a Business Combination in which cash or other consideration is paid
to the Company's shareholders, the fair price provisions of the Articles
require that the consideration be either cash or the same type of
consideration previously paid by the Interested Shareholder for shares of
such class of Voting Stock. In the case of payments to holders of the
Common Stock, the fair market value (as calculated in accordance with the
fair price provisions) per share of such payments would have to be at
least equal in value to the highest of (1) the highest per share price
paid by the Interested Shareholder in acquiring any shares of the Common
Stock during the two years prior to the first public announcement of the
proposed Business Combination (the "Announcement Date") or in the
transaction in which the Interested Shareholder became an Interested
Shareholder (whichever is higher), (2) the fair market value per share of
the Common Stock on the Announcement Date or on the date on which the
Interested Shareholder became an Interested Shareholder (the
"Determination Date"), whichever is higher, or (3) a price equal to the
fair market value per share calculated pursuant to clause (2), above,
multiplied by the ratio of (a) the highest per share price the Interested
Shareholder has paid in acquiring any shares of Common Stock during the
two-year period immediately prior to the Announcement Date to (b) the fair
market value per share of the Common Stock on the first date during such
period that the Interested Shareholder acquired any shares of Common
Stock.
In addition to the fair price provisions, unless the Business
Combination was approved by a majority of the Continuing Directors, as
described above, or the Business Combination received the approval of at
least two-thirds of the shares of Voting Stock held by Independent
Shareholders, all of the following conditions must be met if the Business
Combination is to be consummated: (1) the Company shall not, after the
Interested Shareholder became an Interested Shareholder and prior to the
consummation of such Business Combination, fail to
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pay full quarterly dividends on any preferred stock which is then
outstanding; fail to increase the annual rate of dividends paid on the
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Common Stock as necessary to reflect any reclassification,
recapitalization or reorganization which reduces the number of
outstanding shares of Common Stock; or reduce the annual rate of
dividends paid on the Common Stock, unless such failure or reduction was
approved by the members of the Board who constitute a majority of the
Continuing Directors, (2) such Interested Shareholder shall not have
acquired, directly from the Company or otherwise, any additional shares
of Voting Stock in any transaction subsequent to the transaction pursuant
to which it became an Interested Shareholder, (3) the Interested
Shareholder shall not have received, at any time after it became an
Interested Shareholder, whether in anticipation of or in connection with
the proposed Business Combination or otherwise, the benefit of any loans
or other financial assistance or tax advantages provided by the Company
(other than proportionately as a shareholder), and (4) a proxy or
information statement disclosing the terms and conditions of the
proposed Business Combination and setting forth the information specified
by the proxy rules promulgated under the Exchange Act shall be mailed to
all shareholders of the Company by the Interested Shareholder at least 30
days prior to the consummation of a Business Combination.
Amendment of the "fair price" provisions of the Articles requires the
approval of four-fifths of all classes of stock entitled to vote in the
election of directors voting as one class.
"SUPERMAJORITY VOTE" PROVISION. If a Restricted Shareholder seeks to
effect a merger or consolidation with or into any other corporation, or
cause the disposition of a substantial part of the assets of the Company,
the transaction must be approved by the affirmative vote of four-fifths of
the shares entitled to vote in the election of directors unless the
transaction has been approved by a resolution of a majority of the members
of the Board who had been elected and were serving as Board members prior
to the date in which such person became a Restricted Shareholder. For
purposes of this provision, a "Restricted Shareholder" is any person who
beneficially owns, directly, or through one or more other persons,
corporations and other entities affiliated or associated with the person
seeking to effect the transactions, 10% or more of all shares entitled to
vote on such transactions. The "supermajority vote" provisions of the
Articles may only be amended or repealed by the vote of four-fifths of all
classes of stock entitled to vote in the election of directors voting as
one class.
PREFERRED SHARES. The Articles also authorize the Company to issue
500,000 shares of preferred stock, $1.00 per share, par value. The
authority of the Board to determine the designation, preferences and
certain rights (including voting rights and rights of conversion) of the
preferred shares authorized by the Articles means that such preferred
stock could be used to create impediments to persons seeking to gain
control of or to effect a merger, consolidation or other similar
transactions with the Company. Preferred shares issued would be
considered as additional "Voting Stock" (with voting rights as designated
by the Board at the time the series was authorized and issued) and would
not vote by class on any proposed Business Combination for purposes of the
"fair price" provisions of the Articles.
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WBCL. The WBCL also provides various limitations on voting power and
other actions in connection with certain business combinations, including
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the sale of substantially all of the assets of the Company or a
liquidation of the Company. Under the WBCL, in discharging their duties
to the Company and in determining what they believe to be in the best
interests of the Company, directors and officers may, in addition to
considering the effect of any action on the Company's shareholders,
consider the effects of the action of employees, suppliers, customers, the
communities in which the Company operates and any other factors that the
directors and officers deem pertinent.
ITEM 2. EXHIBITS
None.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
WAUSAU-MOSINEE PAPER CORPORATION
By: GARY P. PETERSON
Gary P. Peterson
Senior Vice President-Finance,
Secretary and Treasurer
(On behalf of the Registrant and as
Principal Financial Officer)
March 3, 1998
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