SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant X
Filed by a Party other than the Registrant __
Check the appropriate box:
__ Preliminary Proxy Statement
__ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
X Definitive Proxy Statement
__ Definitive Additional Materials
__ Soliciting Material Pursuant to <section> 240.14a-11(c) or
<section> 240.14a-12
WAUSAU-MOSINEE PAPER CORPORATION
(Name of Registrant as Specified In Its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required
__ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
__ Fee paid previously with preliminary materials.
__ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: _____________________________
(2) Form, Schedule or Registration Statement No:_____________
(3) Filing Party: ________________________________
(4) Date Filed: ________________________________
<PAGE>
WAUSAU-MOSINEE PAPER CORPORATION
1244 KRONENWETTER DRIVE
MOSINEE, WISCONSIN 54455-9099
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
_____________________
The annual meeting of shareholders of Wausau-Mosinee Paper Corporation
("Wausau-Mosinee") will be held at the Grand Theatre, 415 Fourth Street,
Wausau, Wisconsin, on Thursday, June 18, 1998, at 10:00 a.m., local time,
for the following purposes:
1. To elect (a) one Class I director, (b) three Class II directors,
and (c) one Class III director;
2. To consider and act upon a proposal to approve the 1998 Stock
Appreciation Rights Plan;
3. To approve the appointment of Wipfli Ullrich Bertelson LLP as
independent auditors of the corporation for the fiscal year
ending December 31, 1998; and
4. To transact such other business as may properly come before the
meeting.
The record date for determining the holders of common stock entitled
to vote at the annual meeting or any adjournment thereof is the close of
business on April 24, 1998.
PLEASE PROMPTLY VOTE, SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE
ENCLOSED ENVELOPE.
May 8, 1998
BY ORDER OF
THE BOARD OF DIRECTORS
GARY P. PETERSON
Gary P. Peterson
Secretary
____________________
<PAGE>
MAY 8, 1998
WAUSAU-MOSINEE PAPER CORPORATION
1244 KRONENWETTER DRIVE
MOSINEE, WISCONSIN 54455-9099
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 18, 1998
SOLICITATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors (the
"Board") of Wausau-Mosinee Paper Corporation (the "Company") for use at
the annual meeting of shareholders to be held at 10:00 a.m., at the Grand
Theatre, 415 Fourth Street, Wausau, Wisconsin on June 18, 1998, and at any
adjournment thereof (the "Annual Meeting").
In addition to solicitation by mail, officers, directors and employees
of the Company and its subsidiaries, none of whom will be compensated for
such services, may solicit proxies in person or by telephone, facsimile,
electronic mail or other forms of communication. Expenses in connection
with the solicitation of proxies, including the reasonable expenses of
brokers, fiduciaries and other nominees in forwarding proxy material to
beneficial owners of the Company's common stock, will be borne by the
Company.
VOTING OF PROXIES
Each holder of the Company's common stock is entitled to one vote in
person or by proxy for each share held of record on the record date, April
24, 1998 (the "Record Date"), on all matters to be voted upon at the
Annual Meeting. Votes cast by proxy or in person at the Annual Meeting
will be tabulated by an inspector of elections appointed by the Board of
Directors.
If a shareholder is a participant in the Company's Dividend
Reinvestment and Stock Purchase Plan (the "DRP"), the participant's proxy
will also serve to direct the administrator of the DRP with respect to the
voting of any shares of common stock held for the participant under the
DRP at the close of business on the Record Date. Shares beneficially
owned by participants in the DRP for which no proxy or other voting
directions are received will not be voted.
-1-
With respect to the election of directors, shareholders may vote in
favor of the nominees specified on the accompanying form of proxy or may
withhold their vote as to one or more of such nominees. Votes that are
withheld will be excluded entirely from the voting for the election of
directors and will have no effect. The nominee or nominees for each class
of directors who receive the greatest number of votes will be elected
directors. No shareholder has given notice to the Company in accordance
with the Company's bylaws (see "Election of Directors") of his intention
to nominate any other person for election as a director.
<PAGE>
On all matters other than the election of directors, shareholders may
vote in favor of a proposal, against a proposal, or abstain from voting.
Abstentions on any matter presented to the Annual Meeting will be treated
as shares that are present and entitled to vote for purposes of
determining whether a quorum is present. Abstentions shall be treated as
unvoted for purposes of determining whether the matter has been approved
by the shareholders. Approval of the 1998 Stock Appreciation Rights Plan,
the appointment of auditors or any other proposal (other than the election
of directors) which may come before the Annual Meeting requires the
affirmative vote of the majority of the votes cast, in person or by proxy,
at the Annual Meeting.
Brokers who hold shares of the Company's common stock in street name
for customers may have discretionary authority to vote on certain matters
when they have not received instructions from beneficial owners, but may
not have authority to vote the shares on other matters. As to matters for
which the broker cannot vote shares held in street name, the shares will
be recorded as a "broker non-vote". Shares reported as broker non-votes
will not be considered present and entitled to vote with respect to
election of directors or any other proposal and will not be counted for
purposes of determining whether a quorum is present.
A shareholder who executes a proxy may revoke it at any time before it
is voted by giving written notice to the Secretary of the Company at the
Company's principal office, by filing another duly executed proxy bearing
a later date with the Secretary, or by giving oral notice to the presiding
officer at the Annual Meeting.
The persons named in the accompanying form of proxy will vote the
shares subject to each proxy. The proxy in the accompanying form will be
voted as specified by each shareholder, but if no specification is made,
each proxy will be voted:
(1) TO ELECT Walter Alexander for a term of office as a Class I
director which will expire at the annual meeting of shareholders
to be held in 2000 (see "Election of Directors");
(2) TO ELECT Harry R. Baker, Richard G. Jacobus, and Richard L. Radt
for terms of office as Class II directors which will expire at
the annual meeting of shareholders to be held in 2001 (see
"Election of Directors");
-2-
(3) TO ELECT Daniel R. Olvey for a term of office as a Class III
director which will expire at the annual meeting of shareholders
to be held in 1999 (see "Election of Directors");
(4) TO APPROVE the 1998 Stock Appreciation Rights Plan (see "Approval
of 1998 Stock Appreciation Rights Plan");
(5) TO APPROVE the appointment of Wipfli Ullrich Bertelson LLP as the
Company's independent auditors for the fiscal year ending
December 31, 1998; and
(6) IN THE BEST JUDGMENT of those named as proxies on the
accompanying form of proxy on any other matters to properly come
before the Annual Meeting (see summary of bylaw requirements
under "Shareholder Proposals").
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
As of the Record Date, there were 57,892,170 shares of common stock
outstanding. The following table sets forth, based on statements filed
with the SEC or information otherwise known to the Company, the number of
shares of common stock which may be deemed beneficially owned as of April
13, 1998, by each person known to the Company to be the beneficial owner
of more than 5% of the outstanding common stock.
<TABLE>
<CAPTION>
COMMON SHARES PERCENT OF
NAME AND ADDRESS BENEFICIALLY OWNED CLASS
<S> <C> <C>
Wilmington Trust Company ...............10,388,665 {(1)} 17.94%
Rodney Square North
1100 N. Market Street
Wilmington, DE 19890-0001
Trustees of David B. Smith Family Trust. 3,198,192 {(2)} 5.52%
1206 E. Sixth Street
Merrill, WI 54452
</TABLE>
The following table sets forth the number of shares of common stock
beneficially owned as of the Record Date, by each of the directors, each
person nominated to become a director, each of the current executive
officers of the Company named in the summary compensation table and all
directors and executive officers as a group.
-3-
<PAGE>
<TABLE>
DIRECTORS AND OFFICERS
<CAPTION>
Common Stock Percent of
NAME BENEFICIALLY OWNED CLASS
<S> <C> <C>
San W. Orr, Jr. ..........................778,772 {(3)} 1.35%
Daniel R. Olvey ..........................241,078 {(4)} *
Richard L. Radt ...........................30,546 *
Walter Alexander ..........................16,212 *
Harry R. Baker ............................5,761 *
Gary W. Freels .........................834,322 {(5)} 1.44%
Richard G. Jacobus ........................15,398 *
David B. Smith, Jr. ....................2,452,087 {(6)} 4.24%
Gary P. Peterson ..........................74,914 {(4)} *
Larry A. Baker ..........................59,549 {(4)} *
Stuart R. Carlson .........................74,664 {(4)} *
Thomas J. Howatt .......................45,664 {(4)} *
David L. Canavera ........................104,716 {(4)} *
All directors and executive officers
as a group (16 persons) 4,842,950 {(7)} 8.37%
________________
<FN>
*Less than 1%
{(1)} Held in a fiduciary capacity as trustee, including 10,340,913
shares held for the benefit of the descendants of A.P. Woodson
and family.
{(2)} David B. Smith, Jr., Thomas P. Smith, Margaret S. Mumma and
Sarah S. Miller are the co-trustees of the David B. Smith
Family Trust (the "Trust") which owns 2,368,372 shares of
common stock. Including common stock which is beneficially
owned by the trustees on an individual basis and common stock
owned by the Trust, each of the trustees has sole or shared
investment authority with respect to the following percentages
of common stock: David B. Smith, Jr., 4.24%; Thomas P. Smith,
4.24%; Margaret S. Mumma, 4.73%; and Sarah S. Miller, 4.61%.
{(3)} Includes 413,313 shares as to which Mr. Orr exercises shared
voting and investment power (and as to which beneficial
ownership is disclaimed) and shares which may be acquired
through the exercise of options on or before 60 days.
{(4)} Includes shares which may be acquired through the exercise of
options on or before 60 days.
{(5)} Includes 831,052 shares of common stock held by a charitable
foundation of which Mr. Freels serves as President and a
director.
{(6)} David B. Smith, Jr. is a co-trustee of the David B. Smith
Family Trust which holds 2,368,372 shares of common stock.
See note (2).
{(7)} Includes shares described in notes (3), (4), (5) and (6).
</TABLE>
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's directors and officers and persons who own
more than 10% of the common stock outstanding ("Reporting Persons") to
file reports of ownership and changes in ownership with the SEC.
Reporting Persons are also required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms filed by them with the SEC.
<PAGE>
Based solely on its review of the copies of the Section 16(a) forms
received by it or upon written representations from certain of these
reporting persons as to compliance with the Section 16(a) regulations, the
Company is of the opinion that during the most recent fiscal year all
filing requirements applicable under Section 16(a) to all other reporting
persons were satisfied except that the Forms 3, Initial Report of
Beneficial Ownership of Securities, for the directors and executive
officers of Mosinee who became directors and/or executive officers of the
Company, were filed on January 12, 1998 rather than on their due date,
December 29, 1997.
ELECTION OF DIRECTORS
The Company's restated articles of incorporation, as amended, provide
that the number of directors shall be determined pursuant to the Company's
bylaws and resolutions of the Board, but there shall be not less than
three nor more than nine directors. Directors are to be divided into
three classes so that each class has, to the extent possible, an equal
number of directors. One class of directors is to be elected at each
annual meeting of shareholders to serve a three-year term. A director
appointed by the Board to fill a vacancy created by an increase in the
number of directors must stand for reelection for the balance of his term
at the next subsequent annual meeting. No person may be elected a
director if that person has attained age 70 as of the date of the
election. The Board is now composed of three classes consisting of three
Class I and Class II directors, respectively, and two Class III directors.
In connection with the merger with Mosinee Paper Corporation
("Mosinee") on December 17, 1997, the Board created additional
directorships and elected to the Board the following former members of the
Board of Directors of Mosinee: Walter Alexander (Class I), Richard G.
Jacobus and Richard L. Radt (Class II), and Daniel R. Olvey (Class III).
Each of the former Mosinee directors whose term extends beyond the Annual
Meeting must stand for reelection at the Annual Meeting for the balance of
the term of his respective class.
The Nominating Committee of the Board will consider nominating for
directors individuals whose names are submitted by shareholders. See
"Committees and Compensation of Board of Directors."
At the Annual Meeting, the nominees listed below will be candidates
for reelection to the classes indicated. Each of the candidates has
consented to serve if elected, but in the event one or more of the
nominees is not a candidate at the Annual Meeting, it is the intention of
the
-5-
proxies to vote for such substitute or substitutes as may be designated
by the Nominating Committee.
<PAGE>
<TABLE>
The following information is furnished with respect to the nominees
and all continuing directors:
<CAPTION>
PRINCIPAL OCCUPATION CLASS AND YEAR
AND OTHER WHICH TERM DIRECTOR
NAME AND AGE DIRECTORSHIPS WILL EXPIRE SINCE
NOMINEEs
<S> <C> <C> <C>
Walter Alexander, 63 President of Alexander Lumber Class I 1997
Co.; also a director of 2000
Old Second Bancorp, Inc.;
formerly a director of Mosinee
(1987 - 1997)
Harry R. Baker, 65 Former President and Chief Class II 1992
Executive Officer, Marathon 2001
Electric Manufacturing
Corporation (1989 - 1998);
formerly a director of Mosinee
(1995 - 1997)
Richard G. Jacobus, 68 Chairman and CEO, Jacobus Class II 1997
Wealth Management, Inc. 2001
(personal investment
management); formerly,
President and Chief Executive
Officer, Johnson International,
Inc. (1988 - 1995); formerly a
director of Mosinee (1985 - 1997)
Richard L. Radt, 66 Vice Chairman of the Company; Class II 1997
President and Chief Executive 2001
Officer and a director of the
Company (1977 - 1987); formerly
Vice Chairman (1993- 1997) and
President and Chief Executive
Officer (1988 - 1993) of Mosinee
Daniel R. Olvey, 49 President and Chief Executive Class III 1997
Officer of the Company since 1999
December, 1997; formerly,
President and Chief Executive
Officer and a director of
Mosinee (1993 - 1997)
San W. Orr, Jr., 56 Chairman of the Board of the Class I 1970
Company and Advisor, Estates of 2000
A.P. Woodson and Family; Chief
Executive Officer of the Company
(1994 - 1995); formerly Chairman
of the Board (1987 - 1997) and a
director (1972 - 1997) of Mosinee;
also a director of MDU Resources
Group, Inc. and Marshall & Ilsley
Corporation
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
David B. Smith, 60 Consultant; formerly Vice Class I 1972
Jr. President, Labor Relations, 2000
Weyerhaeuser Company
Gary W. Freels, 49 President, Alexander Properties, Class III 1996
Inc. (investment management); 1999
formerly President, M&I First
American Bank (1992 - 1995) and
Executive Vice President of the
Bank (1989 - 1992)
</TABLE>
COMMITTEES AND COMPENSATION OF BOARD OF DIRECTORS
COMMITTEES AND MEETINGS
The Board appointed Audit, Executive, and Nominating Committees for
the last fiscal year.
The Audit Committee, consisting of Messrs. Jacobus, Alexander, Baker
and Freels, met once during the last fiscal year. The Audit Committee
reviews the scope of the audit engagement and the audit fees and nature of
consulting fees.
The Executive Committee consists of Messrs. Orr, Radt, Smith and
Olvey. The Executive Committee did not meet during the last fiscal year.
Its principal duties include review of the Company's overall performance,
the development and implementation of policies during intervals between
Board meetings, the establishment, with management, of long- and short-
term growth and performance goals and the establishment of management
compensation programs. The Board does not have a separate compensation
committee (see "Committees' Report on Compensation Policies").
The Nominating Committee consists of Messrs. Orr, Alexander, Freels
and Radt. The Nominating Committee met once in 1997 to consider and
recommend to the Board nominees for election as directors. Inquiries
concerning nominations with pertinent background information should be
directed to the Chairman of the Nominating Committee in care of the
Company. Pursuant to the Company's bylaws, shareholders entitled to vote
at the annual meeting of shareholders to be held in 1999 may make
nominations from the floor only if proper notice of the proposed
nomination has been provided to the Secretary of the Company not earlier
than January 15, 1999 and not later than February 14, 1999. The precise
requirements, including the information required to be provided in the
notice and the procedures for notice in the event the date of the annual
meeting is changed, are set forth in the Company's bylaws which may be
obtained from the Secretary of the Company.
During the last fiscal year the Board met twice. Each of the
directors attended at least 75% of the aggregate number of the meetings of
the Board and the committees on which they served during the last fiscal
year.
-7-
DIRECTOR COMPENSATION
Until the merger with Mosinee, directors who were not members of the
Executive Committee were paid a retainer of $1,000 per month and $1,000
<PAGE>
for each meeting of the Board attended. Members of the Executive
Committee were considered employees of the Company, participated in
various retirement and welfare benefit plans available to all salaried
employees, and were paid a salary of $40,000 per year. Effective since
December, 1997, all directors are paid a retainer of $2,000 per month and
$1,000 for each meeting of the Board attended. Mr. Smith participates in
the Company's health insurance plan and the other directors who are
officers of the Company receive salaries and benefits related to their
duties as officers of the Company or its subsidiaries. No other director
received more than the standard arrangements described above.
The Directors' Deferred Compensation Plan provides that directors may
elect each year to defer fees otherwise payable in cash during the year.
Amounts deferred become payable in a lump sum after the director's
termination of service as a director or, if the participant elects (with
the approval of the Company), in quarterly installments over a period not
in excess of ten years. In the event a director's service terminates
because of a change of control of the Company, as defined in the plan,
payment of all deferred amounts will be made in a lump sum. During the
period of deferral, a director may elect that the deferred fees be
credited with interest at the prime rate in effect as of each calendar
quarter at The Chase Manhattan Bank of New York or be converted into
Company common stock equivalent units. If stock equivalent units are
elected, the director's account is also credited with stock equivalent
units representing the common stock which could, hypothetically, have been
purchased with the hypothetical cash dividends which would have been paid
on the accumulated stock equivalent units had they been actual common
stock. Upon distribution, stock equivalent units are converted to cash
based upon the fair market value of the common stock at the time of
distribution. During 1997, Messrs. Orr, Olvey, Alexander, Baker, Jacobus,
and Freels participated in the plan and deferred all or a portion of the
retainer or meeting fees otherwise payable to them.
The Company's retirement policy for directors provides for the payment
of specified retirement benefits for directors who have served on the
Board for at least five years prior to their termination of service. A
retired director's benefit is equal to the monthly retainer and meeting
fees (based on the amount of such retainer or meeting fee in effect at his
termination of service) and is paid for a period of time equal to the
retired director's period of service on the Board. Retirement benefits
terminate at death and are accelerated in the event of a change of control
of the Company, as defined in the policy.
-8-
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
On December 17, 1997, the merger in which Mosinee became a wholly-
owned subsidiary of the Company became effective and the Company changed
its fiscal year-end to December 31 from August 31. In connection with the
merger, certain executive officers of Mosinee became executive officers of
the Company, including the Chief Executive Officer (the "CEO"). The table
below sets forth compensation earned by, or awarded or paid by the Company
to, the Company's CEO as of December 31, 1997, to each other person who
served as the CEO during the last fiscal year, and to each of the four
most highly compensated executive officers of the Company as of December
31, 1997 whose salary and bonus exceeded $100,000 for the last fiscal year
<PAGE>
(or whose salary and bonus would, for a full fiscal year, exceed $100,000).
The fiscal year-end of Mosinee was December 31. Consequently, the
compensation disclosed with respect to Messrs. Olvey, Peterson, Carlson
and Canavera includes amounts earned by, or awarded or paid to, them as
executive officers of Mosinee during Mosinee's fiscal years ended December
31, 1997, 1996 and 1995 and from the Company from December 17 through
December 31, 1997. The compensation disclosed with respect to Messrs.
King, Baker and Howatt includes amounts earned by, or awarded or paid to,
them during the four months ended December 31, 1997 and the fiscal years
of the Company ended August 31, 1997 and 1996.
-9-
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation{(1)} Long Term
Compensation
Awards{(1)}
Other All Other
Annual Compen-
Compen- Options/ sation
Name and Principal Position Year(1) Salary(2) Bonus sation($) SARs(#)<dagger> {(1)(3)}
<S> <C> <C> <C> <C> <C> <C>
Daniel R. Olvey; President 1997 $ 311,361 $ 304,142 - - $ 42,020{(4)}
and CEO of the Company 1996 $ 282,600 $ 282,500 - - $ 41,091
(since December 17, 1997) and 1995 $ 258,439 $ 229,197 - 56,000 $ 31,162
President and CEO of Mosinee
Daniel D. King; President 1997* $ 146,462 $ 0 - - $
and CEO (through 1997 $ 291,218 $ 255,000 - 10,000 $ 4,952
November 30, 1997) 1996 $ 252,770 $ 215,000 - 9,375 $ 3,342
Gary P. Peterson, Senior Vice 1997 $ 176,590 $ 173,635 - - $ 20,020
President, Finance, Secretary 1996 $ 162,025 $ 161,925 - - $ 22,091
and Treasurer 1995 $ 151,720 $ 138,244 - 18,666 $ 13,162
Larry A. Baker; Senior Vice 1997* $ 62,256 $ 25,787 - - $ 651
President, Administration 1997 $ 184,814 $ 179,500 - 7,500 $ 3,014
1996 $ 173,762 $ 171,000 - 18,750 $ 2,848
Thomas J. Howatt; Senior Vice 1997* $ 58,869 $ 27,085 - - $ 707{(6)}
President, Printing and 1997 $ 176,889 $ 162,196 $ 117,567{(5)} 7,500 $ 8,397{(6)}
Writing Group 1996 $ 163,950 $ 157,500 $ 105,017{(5)} 25,000 $ 137,352{(6)}
Stuart R. Carlson, Senior Vice 1997 $ 186,437 $ 123,210 - - $ 20,020
President, Speciality Papers 1996 $ 166,800 $ 166,700 - - $ 22,091
Group 1995 $ 149,650 $ 125,281 - 18,666 $ 13,162
David L. Canavera, Senior Vice 1997 $ 170,226 $ 105,090 - - $ 20,020
President, Towel and Tissue 1996 $ 149,600 $ 124,339 - 67,760 $ 22,091
Group
<FN>
* Four months ended December 31, 1997.
<dagger> All grants indicated are options to acquire common stock.
(1) Amounts indicated with respect to years ended December 31,
1997, 1996 and 1995 for Messrs. Olvey, Peterson, Carlson, and
Canavera. Amounts indicated with respect to the four months
ended December 31, 1997 and the fiscal years ended August 31,
1997 and 1996 with respect to Messrs. King, Baker, and Howatt.
(2) Includes compensation deferred by participants under 401(k)
plans. See note (4).
(3) Except with respect to Messrs. Olvey and Howatt, contributions
under 401(k) plans.
(4) Includes 401(k) contribution of $20,020 and directors' fees of
$22,000. Mr. Olvey's fees were deferred under the Deferred
Compensation Plan for Directors described under the caption
"Committees and Compensation of the Board of Directors."
(5) Reimbursement for taxes under relocation policy.
(6) Includes contributions of $707, $2,937, $2,900 in 1997*, 1997,
and 1996 respectively, under 401(k) plan and reimbursements of
$5,460 in 1997 and $134,452 in 1996 under Wausau's relocation
policy.
</TABLE>
-10-
<PAGE>
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
GRANTS. The Company and its subsidiary, Mosinee, maintain stock
appreciation rights ("SAR") and stock option plans pursuant to which
grants may be made to key employees. No SARs or stock options were
granted in calendar year 1997 to executive officers named in the summary
compensation table.
EXERCISE AND YEAR-END VALUE. The following table sets forth
information regarding the exercise of stock options or SARs in calendar
year 1997 by each of the executive officers named in the summary
compensation table and the December 31, 1997 value of unexercised stock
options or SARs held by each such person.
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR
VALUES
<CAPTION>
Number of Unexercised Value of Unexercised In-the-
Shares Options/SARs at FY-End(#) Money Options/SARs at FY-End
Acquired Value ($)
Name on Exercise Realized
(#) ($) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Mr. Olvey - - 238,000* - $2,394,016* -
154,000<dagger> - $2,210,915<dagger> -
Mr. King 30,556<dagger> $609,424 108,653* - $ 231,363* -
0<dagger> - $ 0<dagger> -
Mr. Peterson - - 74,200* - $ 751,122* -
46,200<dagger> - $ 587,407<dagger> -
Mr. Baker - - 33,528* - $ 146,558* -
14,789<dagger> - $ 273,402<dagger> -
Mr. Howatt - - 41,612* - $ 130,325* -
22,183<dagger> - $ 410,129<dagger> -
Mr. Carlson - - 74,200* - $ 751,122* -
46,200<dagger> - $ 593,492<dagger> -
Mr. Canavera - - 87,360* - $ 768,348* -
30,800<dagger> $ 382,783<dagger> -
<FN>
* Options. All SARs or options relating to stock of Mosinee which were
outstanding on December 17, 1997 were converted to SARs or options, as
the case may be, with respect to the Company's common stock. Value of
options include the value of hypothetical shares credited to certain
grantees under the Dividend Equivalent Plan which assumes cash dividends
are paid on underlying shares and invested in hypothetical common stock.
<dagger>SARs exercisable only for cash. In cases of SAR valuation,
includes the value of hypothetical shares credited to grantee under
provision in SAR grant which assumes cash dividends are paid on
underlying shares and invested in hypothetical common stock.
</TABLE>
-11-
<PAGE>
PENSION PLAN AND OTHER BENEFITS
RETIREMENT PLANS
The Company maintains two qualified defined benefit plans (the
"qualified plans") under which executive officers are entitled to benefits
on the same basis as all other participating salaried employees.
Executive officers also participate in a nonqualified supplemental
retirement plan (the "supplemental plan") under which benefits are
determined by compensation without regard to limitations contained in the
qualified plans. The supplemental plan also provides benefits to
executive officers in excess of certain limitations imposed on qualified
plan benefits or covered compensation under the provisions of the
Employee Retirement Income Security Act of 1974, as amended,
or the Internal Revenue Code of 1986, as amended (the "Code"). The
supplemental plan provides for an offset of certain benefits payable
under the qualified plans.
The supplemental plan provides that each participant who attains age
55 and completes 10 years of service as an executive officer of the
Company is entitled to receive 50% of his highest five-year average salary
and bonus (determined from his last ten years of service) reduced by any
benefits under the qualified plans. Reduced benefits are available for
retirement prior to age 62. The plan also provides for benefits to a
surviving spouse in an amount equal to 50% of the benefit which would have
been payable to the executive officer and for certain reduced surviving
spouse benefits if the executive officer dies prior to becoming eligible
for a benefit. Accrued benefits will be paid in a lump sum in the event
of a change of control of the Company, as defined in the supplemental
plan. As of December 31, 1997, no current executive officer of the
Company other than Mr. Baker had acquired a vested right to an early or
normal retirement benefit in the supplemental plan.
Based on average covered compensation of December 31, 1997, the
following single life annual benefits would be payable from the qualified
and supplemental retirement plans upon retirement at age 62 to the
following executive officers:
<TABLE>
<CAPTION>
Additional Total Average
Qualified Supplemental Retirement Covered
EXECUTIVE OFFICER PLAN BENEFIT PLAN BENEFIT BENEFIT REMUNERATION
<S> <C> <C> <C> <C>
Daniel R. Olvey $30,000 $191,000 $221,000 $441,000
Gary P. Peterson $25,000 $111,000 $136,000 $271,000
Larry A. Baker $68,000 $ 80,000 $148,000 $296,000
Thomas J. Howatt $63,000 $ 73,000 $136,000 $272,000
Stuart R. Carlson $21,000 $108,000 $129,000 $258,000
David L. Canavera $23,000 $ 82,000 $105,000 $209,000
</TABLE>
-12-
TRANSITION BENEFIT AGREEMENT
The Company entered into an agreement with Mr. King, then President
and Chief Executive Officer, to provide supplemental benefits to Mr. King
following the effective time of the merger with Mosinee. Under the
agreement, Mr. King agreed to continue to serve as President and Chief
Executive Officer until December 1, 1997, as a director of the Company
until the effective time of the merger, and as Vice Chairman until
February 15, 1998. As a transition benefit, Mr. King was paid salary at
<PAGE>
an annual rate of $490,000 beginning December 1, 1997 and, on February 16,
1998, became entitled to receive a monthly benefit equal to his then
current salary through November 30, 1998. During this benefit period,
Mr. King will also be provided with coverage under the Company's group
health, life, and dental insurance plans. The Company will also make
outplacement services available to Mr. King. Under the agreement,
Mr. King received approximately $766,000 in a lump sum in lieu of
his accrued benefit under the Company's supplemental retirement plan. The
agreement also provides for certain restrictions on competition with the
Company's business by Mr. King.
COMMITTEES' REPORT ON COMPENSATION POLICIES
Prior to December 17, 1997, the Executive Committee established and
reviewed base salaries of executive officers and was responsible for the
establishment and implementation of executive bonus and incentive programs
and general compensation policies. On December 17, 1997, the Executive
Compensation and Bonus Committee (the "Compensation Committee") was
appointed by the Board to fulfill this function for future fiscal years.
The Company's compensation program for executive officers may include
various grants under the Company's stock option, SAR and dividend
equivalent plans. The Company's plans are administered by separate
committees appointed by the Board. The plan committees have generally
considered recommendations of the Executive Committee with respect to
grants, but each committee has and had full discretion and control over
whether a grant will be made and the amount and terms of any such grant.
Insofar as this report includes a description of the compensation policies
relating to the stock option, SAR and dividend equivalent plans, this
report is a joint report of the Executive Committee and of each of the
plan committees.
Executive officers who served on the Executive Committee do not
participate in the Committee's determination of their own compensation.
The 1997 salaries of Mr. Orr, for services as Chairman of the Board, and
Mr. Smith, a member of the Committee, were paid in lieu of meeting or
other director fees and were approved by the Board as a whole. See
"Committees and Compensation of Board of Directors - Director
Compensation."
This report describes the policies of the foregoing committees and the
Company as in effect for the 1997 fiscal year. As circumstances change
and one or more of the committees deem it appropriate, policies in effect
from time to time for years after 1997 may change.
-13-
GENERAL
The Company's executive compensation policies are designed to attract
and retain individuals who have experience in the paper industry or who
otherwise have particular training or skills which will satisfy particular
requirements of the Company. These policies are also intended to reward
job performance which the Executive Committee believes to be at or above
the level expected of the Company's executive officers. The total
compensation paid to executive officers and the retirement and other
fringe benefits provided by the Company are designed to offer a level of
compensation which is competitive with other companies in the paper
industry. Some, but not all, of the companies used for purposes of
compensation comparisons are included in the fifty-one companies
<PAGE>
which, in addition to the Company, comprise the Media General MG Industry
Group 381 index of paper companies stock performance under the heading
"Stock Price Performance Graph." The Executive Committee makes
compensation comparisons only with those companies whose operations are
similar to the Company or which have operating units which are similar to
the Company. Given the disparity in size between companies which operate
in the paper industry and the difficulty in determining the precise duties
of executive officers of other companies, it is difficult to draw exact
comparisons with the compensation policies of other companies. The
determination of executive compensation is, therefore, subjective.
The Company's overall compensation policy is designed so that a
significant portion of each executive officer's compensation package is
directly related to the annual performance of the Company and the
performance of the Company's common stock. Executive officers participate
in incentive bonus plans which are based primarily on the Company's
financial performance during the fiscal year, but also include incentives
for individual performance. Executive officers also participate in stock
based incentive programs, the value of which increases as the performance
of the Company's common stock increases shareholder value as a whole.
The Company may not deduct as a business expense compensation paid to
the CEO and each of the four most highly paid executive officers named in
the summary compensation table who are officers on the last day of the
year to the extent the compensation paid to the individual officer exceeds
$1 million annually. This limitation is subject to certain exceptions for
compensation paid pursuant to performance-based plans and amounts received
through the exercise of stock options and SARs, provided certain
requirements are met. No compensation paid in 1997 exceeded the
deductible limit. The Board and its committees responsible for executive
compensation will continue to review this limit and its application to
the Company's compensation policies.
BASE COMPENSATION
The Executive Committee does not rely on specific salary and benefit
comparisons, but does consider and periodically review a general survey of
paper industry compensation prepared by an independent compensation and
benefit consultant in order to gauge the relationship of its executive
officers' base salary and benefit levels to the levels of comparable
operating units of larger paper companies. Annual increases in the base
salary of each of the Company's executive officers are
-14-
determined in accordance with the Executive Committee's policy of
maintaining competitive salary levels with other paper industry companies
(as discussed above), more general factors such as the rate of inflation,
and individual job performance. Individual job performance in the prior
fiscal year is the most important factor considered by the Executive
Committee in annual reviews and in determining appropriate increases in
base salary.
In the case of executive officers other than the Chairman and Vice
Chairman of the Board and the CEO, the assessment of an individual's job
performance is based on annual performance evaluations conducted by the
CEO. The CEO's base salary is determined by the Compensation Committee
on the same basis as that of the Company's other executive officers,
except that it is the Executive Committee which may annually establish
performance criteria for the CEO and review his performance.
<PAGE>
INCENTIVE COMPENSATION BASED ON FINANCIAL PERFORMANCE OF THE COMPANY
AND INDIVIDUAL PERFORMANCE
The Company maintains incentive reward plans for executive officers
which provide for the payment of annual cash bonuses to participants if
the Company's annual financial and/or individual performance objectives
are met. The criteria by which incentive awards are determined are based
on the Executive Committee's assessment of the total cash compensation
available to executive officers as base salary and under the incentive
plans and are designed to provide total annual cash compensation which
is comparable to amounts paid to officers in comparable positions in the
paper industry. The Executive Committee can modify performance objectives
during a fiscal year under any of the plans if an unusual or nonrecurring
event occurs which would have a significant effect on the stated
performance goals. Incentive compensation plan criteria for participants
in the Mosinee plans in 1997 were established by a committee of the Mosinee
Board of Directors on a similar basis.
During 1997, Mr. Olvey participated in an incentive compensation plan
which provided for a bonus opportunity based on the earnings per share of
Mosinee. Mr. Olvey's bonus opportunity ranged from 0% of base salary if 1997
earnings per share were at or below $1.47 to 100% if 1997 earnings per share
were at least $2.20. Mr. Peterson participated in a similar plan which
provided for a maximum bonus equal to 75% of his base salary based upon the
same $1.47 to $2.20 range of earnings per share. Mr. Peterson also
participated in a plan which provided for a maximum bonus of 25% of base
salary upon satisfaction of individual performance objectives established at
the beginning of the year by the CEO. Messrs. Carlson and Canavera
participated in plans which provided for a maximum bonus equal to 100% of
their base salaries; each officer's bonus was determined by the operating
income of the group managed by him (65%), satisfaction of individual
performance objectives established by the CEO (25%), and Mosinee's earnings
per share on the same basis as the plans in which Messrs. Olvey and Peterson
participated (10%). In all cases, earnings per share were adjusted for
accruals on SARs, bonus expense and extraordinary items. All bonuses were
determined as if Mosinee had operated as an independent company through
December 31, 1997.
-15-
For the fiscal year ended December 31, 1997, all executive officers (other
than the former Mosinee officers) with Company-wide management
responsibilities (as operated through the date of the merger with Mosinee)
participated in the Corporate Management Incentive Plan under which
participants were eligible to receive incentive awards of up to 100% of base
salary based on the Company's actual return on average equity as compared to a
targeted return on average equity established by the Executive Committee. The
Company's actual return on equity was determined by net earnings before giving
effect to bonus expense, adjustments for SARs and certain other adjustments.
Messrs. King and Baker participated in the plan in the last fiscal year. In
addition, individual performance objectives for Mr. Baker provided for a
maximum aggregate bonus of $15,000 based on a twelve-month fiscal year.
Executive officers with direct management responsibilities for the
Company's Printing and Writing and Technical Specialty Divisions (as operated
through the date of the merger with Mosinee) participated in plans which
provided incentive compensation based upon the respective division's actual
return on the division's total controllable assets (as defined by the plans)
<PAGE>
as compared to a targeted return established by the Executive Committee. In
addition, individual performance objectives for each participant provided for
a maximum aggregate bonus of $15,000 based on a twelve-month fiscal year. Mr.
Howatt participated in a divisional incentive plan in the last fiscal year.
STOCK BASED COMPENSATION
Executive officers of the Company participate in stock option, SAR and
dividend equivalent plans at various levels. The plans are administered by
specific plan committees, each of which may impose restrictions as to exercise
or vesting of grants under its respective plan. For example, certain of the
options, SARs and dividend equivalents granted to executive officers in prior
fiscal years could be exercised only if the Company met specified operating
profit targets or were subject to the satisfaction of certain service
requirements for vesting. None of the committees has established formal
criteria by which the size of plan grants are determined, but each committee
considers the amount and terms of each grant already held by an executive
officer in determining the size and terms of any new grant. Options, SARs and
dividend equivalents can be, but are not necessarily, granted on an annual
basis. The value of these grants are principally related to the long-term
performance of the Company's common stock and, therefore, provide an identity
of interests between the Company's executive officers and its shareholders.
Executive officers of Mosinee received grants of operations at various times
and such grants were generally made on a similar basis. All options or SARs
outstanding with respect to Mosinee stock at the effective time of the merger
were converted to options or SARs, as the case might have been, with respect
to the Company's common stock.
In addition, grantees of certain SARs and dividend equivalents may benefit
from the increase in value of the underlying common stock and from the value
of the hypothetical reinvested cash dividends which would be paid with respect
to a share of stock to which the SAR or dividend equivalent relates.
Therefore, executive officers who receive grants of options with an exercise
price of less than current fair market value at the time of grant or who
exercise SARs or who receive
-16-
dividend equivalents will benefit from such grants even if there is no
increase in the price of the Company's common stock. The value of any such
grant will be enhanced by increases in the price of the Company's common
stock and will be of maximum value to the executive officer only if such
an increase occurs. It is the intention of the Company that the hypothetical
dividend features of the SARs and the dividend equivalents will place the
executive officers in the same position as shareholders of the Company,
thereby enhancing the officer's long-term incentive and increasing the
officer's identity with the shareholders.
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Orr and Smith, members of the Executive Committee, were considered
employees of the Company in 1997. Mr. Orr is Chairman of the Board. See
"Committees and Compensation of Board of Directors". Mr. Orr served as
Chairman of the Board of Marathon Electric Manufacturing Corporation until
March, 1997, and Mr. Baker, who was President and CEO of Marathon Electric
until January, 1998, serves on the committees listed below. None of the
members of the committees which administer the stock option, SAR and dividend
equivalent plans are officers of the Company.
<PAGE>
<TABLE>
<CAPTION>
1991 Employee Stock Option Plan Committee
1990 SAR Plan Committee
1991 DIVIDEND EQUIVALENT PLAN COMMITTEE EXECUTIVE COMMITTEE
<S> <C>
Harry R. Baker San W. Orr, Jr.
Gary W. Freels Daniel D. King
David B. Smith, Jr. David B. Smith, Jr.
</TABLE>
STOCK PRICE PERFORMANCE GRAPH
The following graph and table compare the yearly percentage change in the
cumulative total shareholder return on the Company's common stock for the
period beginning August 31, 1992 and ending December 31, 1997 (including the
five fiscal years ended August 31, 1997 and the four month fiscal year ended
December 31, 1997) with two indices published by Media General Financial
Services. The Media General Nasdaq Market Index indicates the performance of
all stocks which have been traded on the Nasdaq National Market during the
entire period. The Media General MG Industry Group 381-Paper Products Index
indicates the performance of fifty-two paper products industry stocks
(including the Company's common stock). The graph and table assume that the
value of the investment in the Company's common stock and each index on August
31, 1992 was $100 and that all dividends were reinvested.
-17-
[STOCK PRICE PERFORMANCE GRAPH DELETED PURSUANT TO RULE 304(d) OF REGULATION
S-T. DATA REPORTED IN THE GRAPH IS ALSO REPORTED IN THE FOLLOWING TABULAR
FORM IN THE PROXY STATEMENT DELIVERED TO SHAREHOLDERS.]
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997 1997*
<S> <C> <C> <C> <C> <C> <C> <C>
Wausau-Mosinee
Paper Corporation $100.00 $148.96 $134.99 $134.23 $130.27 $161.46 $149.41
MG Paper Industry
Group 381 $100.00 $101.73 $126.19 $147.19 $152.61 $194.09 $179.31
MG Nasdaq Market
Index $100.00 $130.18 $142.24 $169.25 $190.05 $263.05 $261.25
<FN>
* December 31, 1997
</TABLE>
APPROVAL OF 1998 STOCK APPRECIATION RIGHTS PLAN
THE FOLLOWING SUMMARY OF THE MATERIAL FEATURES OF THE COMPANY'S 1998 STOCK
APPRECIATION RIGHTS PLAN DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED BY
REFERENCE TO THE TEXT OF THE PLAN WHICH IS AVAILABLE UPON REQUEST FROM THE
SECRETARY OF THE COMPANY.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE 1998 STOCK
APPRECIATION RIGHTS PLAN.
-18-
PURPOSES
On January 22, 1998, the Board adopted the 1998 Stock Appreciation Rights
Plan (the "1998 SAR Plan"), subject to the approval of the shareholders. The
purposes of the 1998 SAR Plan are to (i) align the interests of the Company's
shareholders and participants in the plan by increasing the proprietary
interest of such participants in the Company's growth and success, (ii)
advance the interests of the Company by attracting and retaining key
<PAGE>
employees, and (iii) motivate those employees to act in the long-term
interests of the Company's shareholders.
REQUIRED APPROVAL
Under Code section 162(m), the Company may not deduct as a business
expense compensation paid to the CEO as of the last day of the fiscal year or
compensation paid to each of the four most highly-paid executive officers
named in the summary compensation table who are officers on the last day of
the fiscal year to the extent the compensation paid to the individual officer
exceeds $1 million for such fiscal year. This limitation is subject to
certain exceptions, including an exception for compensation recognized by the
officer upon the exercise of SARs under a "performance-based" plan, provided
certain requirements specified by Code section 162(m) are met. In order for
the 1998 SAR Plan to qualify as a "performance-based" plan under Code section
162(m) and for compensation recognized upon the exercise of an SAR granted
under the 1998 SAR Plan to be exempt from the limits on deductible
compensation set forth in Code section 162(m), the 1998 SAR Plan must be
approved by the Company's shareholders at the Annual Meeting.
ADMINISTRATION
The 1998 SAR Plan is administered by the Option and SAR Committee
appointed by the Board (the "Committee"). The Committee consists of not less
than two members of the Board who may not be employees of the Company and must
satisfy other conditions prescribed for independent directors under SEC Rule
16b-3 and Code Section 162(m). Messrs. Baker, Freels, Jacobus and Smith
currently serve on the Committee.
The Committee is authorized, in its sole discretion, to select those
eligible employees who will receive SAR grants, determine the number of SARs
subject to such grants (subject to the maximum number of shares as set forth
in the 1998 SAR Plan), impose conditions on the exercise of SARs, and
administer and interpret the plan.
ELIGIBILITY AND MAXIMUM NUMBER OF SARS UNDER THE PLAN
Approximately ten persons who are employees or expected to become
employees of the Company are eligible to participate in the 1998 SAR Plan.
Under the 1998 SAR Plan, SARs relating to a maximum of 1,000,000 shares of
the Company's common stock may be granted. As of the date hereof, SARs with
respect to a total of
-19-
397,505 shares have been granted to employees and are outstanding under the
1998 SAR Plan, and SARs with respect to 602,495 shares of common stock are
available under the 1998 SAR Plan for additional grants. No other SAR
grants are under consideration by the Committee as of the date of this proxy
statement. The number of shares as to which SARs may be granted is subject
to adjustment for future stock splits, stock dividends or other similar
increases in the number of the Company's common stock outstanding.
If any SAR granted terminates without having been exercised in full, the
number of shares of common stock as to which such SAR was not exercised will
remain available for future option grants under the 1998 Plan. No employee
may be granted SARs with respect to more than 200,000 shares of common stock
(subject to adjustment for future stock splits, stock dividends or other
similar increases in the number of shares of the Company's common stock
outstanding) in any fiscal year.
<PAGE>
NEW PLAN BENEFITS
As of the date hereof, SARs have been granted to the following executive
officers and are outstanding under the 1998 SAR Plan, subject to shareholder
approval of the plan.
<TABLE>
<CAPTION>
NAME AND POSITION NUMBER OF SARS
<S> <C>
Daniel R. Olvey, 58,000
President and CEO
Gary P. Peterson, 29,600
Senior Vice President, Finance
Secretary and Treasurer
Larry A. Baker 101,683
Senior Vice President,
Administration
Thomas J. Howatt 86,205
Senior Vice President,
Printing and Writing Group
Stewart R. Carlson 29,600
Senior Vice President,
Speciality Papers Group
David L. Canavera 31,840
Senior Vice President,
Towel and Tissue Group
-20-
Dennis M. Urbanek 28,520
Vice President, Environmental
and Engineering
Executive Officer Group 407,905
Non-Executive Director 0
Group
Non-Executive Officer 0
Employee Group
</TABLE>
SARS GENERALLY
An employee who exercises an SAR will be paid an amount in cash equal to
the amount by which the fair market value of one share of the Company's common
stock on the date of exercise exceeds the fair market value of such share on
the date of grant, multiplied by the number of shares in respect of which his
SAR is being exercised. No consideration is paid to the Company with respect
to the grant or exercise of an SAR.
Upon a change of control of the Company, as defined in the Plan, all
outstanding SARs shall become exercisable in full and they shall thereafter
represent SARs with respect to such securities as the Company's common stock
has been converted.
<PAGE>
The 1998 Plan may be amended by the Board at any time, but no amendment
which would change any material term (within the meaning of Code section
162(m)), may be made without approval of the shareholders of the Company. The
1998 Plan will terminate on January 21, 2008 unless action is taken by the
Board to terminate the plan at an earlier date.
VOTE REQUIRED FOR APPROVAL OF THE 1998 SAR PLAN
In order to be approved by the Company's shareholders, a majority of the
Company's common stock represented at the Annual Meeting must be voted for the
approval of the 1998 SAR Plan. Abstentions and broker non-votes are not
counted as votes cast either for or against the approval of the 1998 SAR Plan.
All shareholders are requested to specify their vote on the enclosed form
of proxy. If no specification is made, the proxy will be voted for approval
of the 1998 SAR Plan. Copies of the 1998 SAR Plan may be obtained upon
request to the Secretary of the Company.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE APPROVAL OF THE
1998 SAR PLAN.
-21-
APPROVAL OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Board will present to the Annual Meeting a resolution that the
shareholders approve the appointment of the firm of Wipfli Ullrich Bertelson
LLP as independent auditors to audit the books, records and accounts of the
Company for the fiscal year ending December 31, 1998. Representatives of
Wipfli Ullrich Bertelson LLP will be present at the Annual Meeting and will
have an opportunity to make a statement or respond to appropriate questions.
SHAREHOLDER PROPOSALS
If any shareholder desires to submit a proposal for inclusion in the proxy
statement to be used in connection with the annual meeting of shareholders to
be held in 1999, the proposal must be in proper form and be received by the
Company no later than November 17, 1998.
Pursuant to the Company's bylaws, shareholders entitled to vote at the
annual meeting of shareholders to be held in 1999 may bring business before
the 1999 annual meeting for consideration only if proper notice of the
proposed business has been provided to the Secretary of the Company not
earlier than January 15, 1999 and not later than February 14, 1999. The
precise requirements, including the information required to be provided in the
shareholder notice and the procedures for notice in the event the date of the
annual meeting is changed, are set forth in the Company's bylaws which may be
obtained from the Secretary of the Company. See "Committees and Compensation
of Board of Directors" regarding bylaw requirements relating to nominations
from the floor at the annual meeting of shareholders to be held in 1999.
<PAGE>
OTHER MATTERS
At this date, there are no other matters the Board of Directors intends to
present or has reason to believe others will present to the Annual Meeting.
If other matters now unknown to the Board of Directors are properly presented
at the Annual Meeting, those named as proxies will vote in accordance with
their judgment.
DATED: May 8, 1998.
BY ORDER OF THE BOARD OF DIRECTORS
GARY P. PETERSON
Gary P. Peterson
Secretary
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY.
-22-
<PAGE>
FORM OF PROXY
WAUSAU-MOSINEE PAPER CORPORATION
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING
TO BE HELD JUNE 18, 1998
The undersigned hereby appoint(s) San W. Orr, Jr., Daniel R. Olvey and Richard
L. Radt and each of them, proxies of the undersigned, with full power of
substitution, to vote all shares of common stock of Wausau-Mosinee Paper
Corporation that the undersigned is entitled to vote at the annual meeting of
shareholders to be held on June 18, 1998 and at any adjournment thereof (the
"Annual Meeting"). The proxies have the authority to vote such stock as
directed on the reverse side hereof with respect to the proposals set forth in
the Proxy Statement with the same effect as though the undersigned were
present in person and voting such shares. For participants in the Dividend
Reinvestment and Stock Purchase Plan, the proxy also serves as voting
instructions to the plan administrator of such plan to vote the shares of
common stock beneficially owned by the participant in the plan. The
undersigned hereby revokes all proxies heretofore given to vote at the Annual
Meeting and any adjournment thereof.
PLEASE INDICATE ON THE REVERSE SIDE OF THIS CARD HOW YOUR STOCK IS TO BE
VOTED. UNLESS AUTHORITY IS WITHHELD OR UNLESS OTHERWISE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR, FOR
APPROVAL OF THE 1998 STOCK APPRECIATION RIGHTS PLAN, AND FOR THE APPOINTMENT
OF INDEPENDENT AUDITORS AT THE ANNUAL MEETING OF SHAREHOLDERS AND AT ANY
ADJOURNMENT THEREOF.
(Continued and to be signed on reverse side.)
<PAGE>
WAUSAU-MOSINEE PAPER CORPORATION
PLEASE MARK YOUR VOTE IN THE FOLLOWING MANNER USING DARK INK ONLY ___
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES, FOR
THE APPROVAL OF THE 1998 STOCK APPRECIATION RIGHTS PLAN, AND FOR THE APPROVAL
OF INDEPENDENT AUDITORS.
1. Election of Directors: For all except the
For All Withhold All nominees written below
WALTER ALEXANDER (CLASS I); ___ ___ ___
HARRY BAKER, RICHARD G.
JACOBUS, AND RICHARD L.
RADT (CLASS II); AND
DANIEL R. OLVEY (CLASS III). _______________________
For Against Abstain
2. Approval of 1998 Stock
Appreciation Rights Plan
3. Approval of appointment of ___ ___ ___
independent auditors.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
Please sign exactly as name
appears at left.
Dated ________________________, 1998
____________________________________
Signature
____________________________________
Signature if held jointly
When shares are held by joint tenants,
both should sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give full
title. If a corporation, please sign
in full corporate name by president
or other authorized officer.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE
ENCLOSED ENVELOPE.
