FORM 10-Q/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
<PAGE> Washington, D.C. 20549
(Mark One)
[ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended __________________
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM SEPTEMBER 1, 1997 TO DECEMBER 31, 1997
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 December 31, 1997 was
57,801,767.
<PAGE>
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 income statement
data for the four-month period ended December 31, 1996 and balance sheet
data as of August 31, 1997, which has been restated as a result of the
pooling-of-interests consummated December 31, 1997.
The undersigned registrant hereby amends Item 6 of Part II of its
Transition Report on Form 10-Q for the transition period from September
1, 1997 to December 31, 1997 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>
2.1 Agreement and Plan of Merger dated August 24, 1997
among Registrant, Mosinee Paper Corporation
and WPM Holdings, Inc. .......................99.1{(1)}
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
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)}
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10.6 1990 Stock Appreciation Rights Plan, as amended
April 17, 1991* .............................10(f){(4)}
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)}
<PAGE>
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* .....10(k){(7)}
10.12 Director Retirement Benefit Policy* ........10(o){(9)}
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*
10.15{+} Mosinee Paper Corporation 1988 Stock
Appreciation Rights Plan, as amended 4/18/91*
10.16{+} Mosinee Paper Corporation 1996 and 1997
Incentive Compensation Plan for Corporate Executive
Officers*
10.17{+} Mosinee Paper Corporation Supplemental
Retirement Benefit Plan dated October 17, 1991,
as amended August 24, 1997*
10.18{+} Mosinee Paper Corporation Supplemental
Retirement Benefit Agreement
dated November 15, 1991*
10.19{+} Mosinee Paper Corporation
1994 Executive Stock Option Plan,
as amended August 24, 1997*
27.1{+} Financial Data Schedule
27.2 Financial Data Schedule (restated)
-2-
99.1{+} Subsidiaries as of December 31, 1997
{+}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.
<PAGE>
(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.
(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.
(b) Reports on Form 8-K
The Registrant filed a Form 8-K dated December 17, 1997 reporting the
following:
ITEM 2. Consummation of merger in which WPM Holdings, Inc., a wholly-
owned subsidiary of the Registrant, was merged with and into
Mosinee Paper Corporation (the "Merger").
Change of Registrants' corporate name to "Wausau-Mosinee
Paper Corporation" from "Wausau Paper Mills Company."
ITEM 7. The following financial statements were filed:
(a) Mosinee Paper Corporation audited consolidated financial
statements as of December 31, 1996, and December 31, 1995,
and for each of the years in the three-year period ended
December 31, 1996
(b) Mosinee Paper Corporation unaudited condensed consolidated
financial statements as of September 30, 1997, and
September 30, 1996 and for the nine months then ended
Pro forma information relating to the Merger was filed on
February 4, 1998 on Form 8-K dated December 17, 1997.
ITEM 8. The Registrant's fiscal year was changed from August 31, to
December 31, effective December 31, 1997
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SIGNATURE
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
<PAGE>
(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 PERIOD ENDED DECEMBER 31, 1997
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. <section>232.102(d))
EXHIBIT 4.1{+} ARTICLES AND BYLAWS (SEE EXHIBITS 3.1 AND 3.2)
EXHIBIT 10.1{+} WAUSAU-MOSINEE SUPPLEMENTAL RETIREMENT PLAN
EXHIBIT 10.14{+} MOSINEE PAPER CORPORATION 1985 EXECUTIVE STOCK OPTION
PLAN, AS AMENDED AUGUST 24, 1997*
EXHIBIT 10.15{+} MOSINEE PAPER CORPORATION 1988 STOCK
APPRECIATION RIGHTS PLAN, AS AMENDED 4/18/91*
EXHIBIT 10.16{+} MOSINEE PAPER CORPORATION 1996 AND 1997
INCENTIVE COMPENSATION PLAN FOR CORPORATE EXECUTIVE
OFFICERS*
EXHIBIT 10.17{+} MOSINEE PAPER CORPORATION SUPPLEMENTAL
RETIREMENT BENEFIT PLAN DATED OCTOBER 17, 1991,
AS AMENDED AUGUST 24, 1997*
EXHIBIT 10.18{+} MOSINEE PAPER CORPORATION SUPPLEMENTAL
RETIREMENT BENEFIT AGREEMENT
DATED NOVEMBER 15, 1991*
EXHIBIT 10.19{+} MOSINEE PAPER CORPORATION
1994 EXECUTIVE STOCK OPTION PLAN,
AS AMENDED AUGUST 24, 1997*
EXHIBIT 27.1{+} FINANCIAL DATA SCHEDULE
EXHIBIT 27.2 FINANCIAL DATA SCHEDULE (RESTATED)
EXHIBIT 99.1{+} SUBSIDIARIES AS OF DECEMBER 31, 1997
{+}Previously filed.
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<TABLE> <S> <C>
<ARTICLE> 5
<PAGE>
<LEGEND>
Exhibit 27.2
WAUSAU-MOSINEE PAPER CORPORATION
MOSINEE, WISCONSIN
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE FOUR MONTHS ENDED DECEMBER
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> 4-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-END> DEC-31-1996
<CASH> 7,973
<SECURITIES> 0
<RECEIVABLES> 87,394
<ALLOWANCES> 8,279
<INVENTORY> 133,151
<CURRENT-ASSETS> 237,750
<PP&E> 963,919
<DEPRECIATION> 367,686
<TOTAL-ASSETS> 864,617
<CURRENT-LIABILITIES> 106,243
<BONDS> 152,349
<COMMON> 197,962
0
0
<OTHER-SE> 233,677
<TOTAL-LIABILITY-AND-EQUITY> 864,617
<SALES> 283,307
<TOTAL-REVENUES> 283,307
<CGS> 222,413
<TOTAL-COSTS> 244,116
<OTHER-EXPENSES> 169
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,964
<INCOME-PRETAX> 37,058
<INCOME-TAX> 14,334
<INCOME-CONTINUING> 22,724
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 22,724
<EPS-PRIMARY> 0.39
<EPS-DILUTED> 0.39
</TABLE>
