FORM 10-Q/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
<PAGE>
Washington, D.C. 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from____________ to _________________
Commission file number: 0-7574
WAUSAU-MOSINEE PAPER CORPORATION
(Exact name of registrant as specified in charter)
WISCONSIN 39-0690900
(State of incorporation) (I.R.S Employer Identification Number)
1244 KRONENWETTER DRIVE
MOSINEE, WISCONSIN 54455-9099
(Address of principal executive office)
Registrant's telephone number, including area code: 715-693-4470
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such report), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
The number of common shares outstanding at April 30, 1998 was 57,892,170.
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The sole purpose of this Form 10-Q/A (Amendment No. 1) is to file,
pursuant to Item 601(c)(2)(iii) of Regulation S-K, the Financial Data
Schedule set forth as Exhibit 27.2 hereto, comprising financial statement
data for the three-month period ended March 31, 1997 which has been
restated as a result of the pooling-of-interests consummated December 17,
1997.
The undersigned registrant hereby amends Item 6 of Part II of its
Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1998 to read as follows:
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-K
The following exhibits are filed with the Securities and Exchange
Commission as part of this report:
Incorporated
EXHIBIT <dagger>
3.1 Restated Articles of Incorporation, as amended
December 17, 1997 ............................4.1{(2)}
3.2 Restated Bylaws, as amended December 17, 1997 4.2{(2)}
4.1 Articles and Bylaws (see Exhibits 3.1 and 3.2)
10.1{+} Wausau-Mosinee Supplemental Retirement Plan
as amended April 16, 1998
10.2 Incentive Compensation Plans, as amended
September 17, 1997 (Printing and Writing Division
and Technical Specialty Division)* ...10.2{(3)}
10.3 Corporate Management Incentive Plan, as amended
September 18, 1996* ..................10(c){(4)}
10.4 1988 Stock Appreciation Rights Plan, as amended
April 17, 1991* ......................10(d){(4)}
10.5 1988 Management Incentive Plan, as amended
April 17, 1991* ......................10(e){(4)}
10.6 1990 Stock Appreciation Rights Plan, as amended
April 17, 1991* ......................10(f){(4)}
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10.7 Deferred Compensation Agreement dated March 2, 1990,
as amended July 1, 1994* .............10(h){(5)}
10.8 1991 Employee Stock Option Plan* .....10.8{(6)}
10.9 1991 Dividend Equivalent Plan* .......10(i){(7)}
10.10 Supplemental Retirement Benefit Plan dated
January 16, 1992, as amended November 13, 1995* 10{(8)}
10.11{+} Directors' Deferred Compensation Plan, as amended
February 19, 1998*
10.12{+} Directors Retirement Benefit Policy, as amended
April 16, 1998*
10.13 Transition Benefit Agreement with President
and CEO* ...........................10.13{(6)}
10.14 Mosinee Paper Corporation 1985 Executive Stock Option
Plan, as amended August 24, 1997* ..10.14{(10)}
10.15 Mosinee Paper Corporation 1988 Stock
Appreciation Rights Plan, as amended 4/18/91* 10.15{(10)}
10.16 Mosinee Paper Corporation 1996 and 1997
Incentive Compensation Plan for Corporate
Executive Officers* ................10.16{(10)}
10.17 Mosinee Paper Corporation Supplemental
Retirement Benefit Plan dated October 17, 1991,
as amended August 24, 1997* ........10.17{(10)}
10.18 Mosinee Paper Corporation Supplemental
Retirement Benefit Agreement
dated November 15, 1991* ...........10.18{(10)}
10.19 Mosinee Paper Corporation
1994 Executive Stock Option Plan,
as amended August 24, 1997* ........10.19{(10)}
10.20{+} Incentive Compensation Plan
for Executive Officers (1998)*
27.1{+} Financial Data Schedule
27.2 Financial Data Schedule (restated)
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99.1{+} Subsidiaries as of December 31, 1997 99.1(10)
{+}Previously filed.
*Executive compensation plans or arrangements.
<dagger> Where exhibit has been previously filed and incorporated
herein by reference, exhibit numbers set forth herein correspond
to the exhibit number of such exhibit in the following reports
of the registrant (Commission File No. 0-7574) filed with the
Securities and Exchange Commission.
(1) Current report on Form 8-K dated August 24, 1997.
(2) Registration Statement on Form S-8 dated December 17, 1997.
(3) Quarterly report Form 10-Q for the quarterly period ended
November 30, 1997.
(4) Annual report on Form 10-K for the fiscal year ended
August 31, 1996.
(5) Annual report on Form 10-K for the fiscal year ended
August 31, 1994.
(6) Annual report on Form 10-K for the fiscal year ended
August 31, 1997.
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(7) Quarterly report on Form 10-Q for the quarterly period
ended November 30, 1996.
(8) Quarterly report on Form 10-Q for the quarterly period
ended November 30, 1995.
(9) Annual report on Form 10-K for the fiscal year ended
August 31, 1993.
(10) Transition report on Form 10-Q for the transition period
ended December 31, 1997.
(b) Reports on Form 8-K:
Pro forma financial information relating to the merger of Wausau
and Mosinee was filed on February 4, 1998 on Form 8-K dated
December 17, 1997.
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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 thereunto duly authorized.
WAUSAU-MOSINEE PAPER
CORPORATION
August 6, 1998 GARY P. PETERSON
Gary P. Peterson
Senior Vice President-Finance,
Secretary and Treasurer
(On behalf of the Registrant
and as Principal Financial Officer)
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EXHIBIT INDEX
TO
FORM 10-Q
OF
WAUSAU-MOSINEE PAPER CORPORATION
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. <section>232.102(d))
EXHIBIT 10.1{+} WAUSAU-MOSINEE SUPPLEMENTAL RETIREMENT PLAN, AS AMENDED
APRIL 16, 1998
EXHIBIT 10.11{+} DIRECTORS' DEFERRED COMPENSATION PLAN, AS AMENDED
FEBRUARY 19, 1998
<PAGE>
EXHIBIT 10.12{+} DIRECTORS RETIREMENT BENEFIT POLICY, AS AMENDED APRIL
16, 1998
EXHIBIT 10.20{+} INCENTIVE COMPENSATION PLANS FOR EXECUTIVE OFFICERS
(1998)
EXHIBIT 27.1{+} FINANCIAL DATA SCHEDULE
EXHIBIT 27.2 FINANCIAL DATA SCHEDULE (RESTATED)
{+}Previously filed.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Exhibit 27.2
FINANCIAL DATA SCHEDULE
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED
MARCH 31, 1997 OF WAUSAU-MOSINEE PAPER CORPORATION AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
ARTICLE 5 OF REGULATION S-X
</LEGEND>
<S> <C>
<PERIOD-TYPE> ..............................3-MOS
<FISCAL-YEAR-END> ....................DEC-31-1997
<PERIOD-END> .........................MAR-31-1997
<CASH> .....................................(954)
<SECURITIES> ...................................0
<RECEIVABLES> .............................74,375
<ALLOWANCES> ...............................8,098
<INVENTORY> ..............................135,356
<CURRENT-ASSETS> .........................216,699
<PP&E> ...................................890,012
<DEPRECIATION> ...........................352,453
<TOTAL-ASSETS> ...........................778,256
<CURRENT-LIABILITIES> .................... 97,102
<BONDS> ..................................110,735
<COMMON> .................................197,862
..........................0
....................................0
<OTHER-SE> ...............................209,112
<TOTAL-LIABILITY-AND-EQUITY> .............778,256
<SALES> ..................................211,892
<TOTAL-REVENUES> .........................211,892
<CGS> ....................................163,286
<TOTAL-COSTS> ............................177,951
<OTHER-EXPENSES> ...........................(164)
<PAGE>
<LOSS-PROVISION> ...............................0
<INTEREST-EXPENSE> .........................1,639
<INCOME-PRETAX> ...........................32,466
<INCOME-TAX> ..............................12,511
<LOSS-CONTINUING> ........................ 19,955
<DISCONTINUED> .................................0
<EXTRAORDINARY> ................................0
<CHANGES> ......................................0
<NET-INCOME> ............................. 19,955
<EPS-PRIMARY.................................0.34
<EPS-DILUTED> ...............................0.34
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</TABLE>
