FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission file number: 0-7574
WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS AND INVESTMENT PLAN
(Full title of the plan and the address of the plan, if different from
the issuer named below)
WAUSAU-MOSINEE PAPER CORPORATION
1244 KRONENWETTER DRIVE
MOSINEE, WI 54455-9099
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
<PAGE>
WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS AND INVESTMENT PLAN
Mosinee, Wisconsin
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
Year Ended December 31, 1998
-2-
WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS AND INVESTMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
YEAR ENDED DECEMBER 31, 1998
TABLE OF CONTENTS
PAGE
Independent Auditor's Report 4
Financial Statements:
Statements of Net Assets Available for Benefits 5-6
Statement of Changes in Net Assets Available for
Benefits 7-8
Notes to Financial Statements 9-18
Supplemental Schedules:
Schedule 1 - Item 27a - Schedule of Assets Held for
Investment Purposes 20
Schedule 2 - Item 27d - Schedule of Reportable (5%)
Transactions 21
-3-
INDEPENDENT AUDITOR'S REPORT
Employee Benefits Committee of the
Wausau-Mosinee Paper Corporation
Mosinee, Wisconsin
We have audited the accompanying statements of net assets available for
benefits of the Wausau-Mosinee Paper Corporation Savings and Investment
Plan as of December 31, 1998 and 1997, and the related statement of
changes in net assets available for benefits for the year ended
December 31, 1998. These financial statements are the responsibility
of the Plan's management. Our responsibility is to express an opinion
on these financial statements based on our audits.
<PAGE>
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits
of the Wausau-Mosinee Paper Corporation Savings and Investment Plan as
of December 31, 1998 and 1997, and changes in net assets available for
benefits for the year ended December 31, 1998 in conformity with
generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and reportable transactions as of
and for the year ended December 31, 1998 are presented for the purpose
of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.
The supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements for
the year ended December 31, 1998, and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
The schedule of assets held for investment purposes that accompanies
the Plan's financial statements does not disclose the historical cost
of certain plan assets held by the plan trustee. Disclosure of this
information is required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.
WIPFLI ULLRICH BERTELSON LLP
Wipfli Ullrich Bertelson LLP
June 15, 1999
Wausau, Wisconsin
-4-
<PAGE>
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1998
<CAPTION>
Neub&Berman
Templeton Fidelity WPMC Nationwide Lim Mat Bond Fidelity Phoenix
Foreign Magellan Common Stock Indexed Trst/Dreyfus A Puritan Balanced
Fund 1 Fund Fund Fixed Option Bonds Plus Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Receivables:
Employer contributions $ 18,918 $ 98,565 $ 30,401 $ 53,673 $ 5,284 $ 29,581 $ 2,654
Participant
contributions 6,483 45,927 9,343 12,989 1,421 7,408 633
Income
Investments 1,470,401 9,052,451 2,270,112 3,755,118 365,760 2,048,813 182,083
Total assets 1,495,802 9,196,943 2,309,856 3,821,780 372,465 2,085,802 185,370
Net assets available
for benefits $1,495,802 $9,196,943 $ 2,309,856 $3,821,780 $ 372,465 $2,085,802 $ 185,370
<FN>
CONTINUED
</TABLE>
<TABLE>
<CAPTION>
NSAT SM.CO
Neuberger & Dreyfus Janus Janus Fund/Warburg Personal M&I Stable
Berman S&P 500 Twenty Worldwide Pincus Emerg Portfolios Principal
Guardian Trst Index Fund Fund Fund Growth Fund 1 - 6 Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Receivables:
Employer
contributions $ 68,814 $ 46,157 $ 59,860 $ 27,334 $ 4,698 $ 18,980 $ 24,490
Participant
contributions 21,920 13,325 24,665 8,589 1,247 5,652 57,991
Income 102,566
Investments 5,280,543 3,277,589 5,222,764 2,015,101 320,274 1,420,754 19,826,210
Total assets 5,371,277 3,337,071 5,307,289 2,051,024 326,219 1,445,386 20,011,257
Net assets available
for benefits $5,371,277 $3,337,071 $ 5,307,289 $ 2,051,024 $326,219 $1,445,386 $20,011,257
<FN>
CONTINUED
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Marshall Northern FID ADV Brandywine PBHG Vanguard
Int Bond Cap Mgmt Eq Income Blue Chip Growth Int'l Growth Participant
Fund Fund Fund Fund Fund Fund Loans
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Receivables:
Employer
contributions $ 2,044 $ 70,411 $ 6,391 $ 20,628 $ 9,850 $ 5,168 $ -
Participant
contributions 7,524 152,256 20,848 56,431 22,225 15,083 -
Income 7,820
Investments 1,505,297 55,907,894 6,099,295 15,130,567 8,228,617 3,559,144 716,497
Total assets 1,522,685 56,130,561 6,126,534 15,207,626 8,260,692 3,579,395 716,497
Net assets available
for benefits $1,522,685 $56,130,561 $6,126,534 $15,207,626 $ 8,260,692 $3,579,395 $ 716,497
<FN>
CONTINUED
</TABLE>
<TABLE>
<CAPTION>
TOTALS
<S> <C>
Assets:
Receivables:
Employer contributions $ 603,901
Participant contributions 491,960
Income 110,386
Investments 147,655,284
Total assets 148,861,531
Net assets available
for benefits $ 148,861,531
<FN>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
</TABLE>
-5-
<PAGE>
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1997
<CAPTION>
Neub&Berman
Templeton Fidelity WMPC Nationwide Lim/Mat Bond Fidelity Phoenix
Foreign Magellan Common Stock Indexed Trst/Dreyfus A Puritan Balanced
Fund 1 Fund Fund Fixed Option Bonds Plus Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Receivables:
Employer
contributions $ 957 $ 843 $ 1,034 $ 1,276 $ 86 $ 726 $ 38
Participant
contributions 3,313 9,464 4,031 4,145 594 2,499 136
Investments 1,212,526 3,855,782 1,528,800 3,130,103 247,593 1,005,663 74,776
Total assets 1,216,796 3,866,089 1,533,865 3,135,524 248,273 1,008,888 74,950
Net assets available
for benefits $ 1,216,796 $ 3,866,089 $ 1,533,865 $ 3,135,524 $ 248,273 $ 1,008,888 $ 74,950
<FN>
CONTINUED
</TABLE>
<TABLE>
<CAPTION>
NSAT SM.CO
Neuberger & Dreyfus Janus Janus Fund/Warburg Personal Particpant
Berman S&P 500 Twenty Worldwide Pincus Emerg Portfolios Loans
Guardian Trst Index Fund Fund Fund Growth Fund 1 - 6 Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Receivables:
Employer
contributions $ 1,770 $ 1,921 $ 1,216 $ 1,076 $ 159 $ 1,015 $ -
Participant
contributions 10,912 5,108 4,194 4,147 1,218 4,274
Investments 4,905,454 1,350,921 1,251,599 1,032,575 255,037 870,945 471,871
Total assets 4,918,136 1,357,950 1,257,009 1,037,798 256,414 876,234 471,871
Net assets available
for benefits $ 4,918,136 $ 1,357,950 $ 1,257,009 $ 1,037,798 $ 256,414 $ 876,234 $ 471,871
<FN>
CONTINUED
</TABLE>
<TABLE>
<CAPTION>
TOTALS
<S> <C>
Assets:
Receivables:
Employer contributions $ 12,117
Participant contributions 54,035
Investments 21,193,645
Total assets 21,259,797
Net assets available for benefits $ 21,259,797
<FN>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
</TABLE>
-6-
<PAGE>
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 1998
<CAPTION>
Neub&Berman
Templeton Fidelity WPMC Nationwide Lim Mat Bond Fidelity Phoenix
Foreign Magellan Common Stock Indexed Trst/Dreyfus A Puritan Balanced
Fund 1 Fund Fund Fixed Option Bonds Plus Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employer
contributions $ 47,115 $ 171,331 $ 61,458 $ 91,137 $ 14,447 $ 54,990 $ 4,398
Participan deferral
contributions 128,020 347,192 146,496 162,747 41,940 118,519 8,881
Participant rollover
contributions 10,796 4,887 16,058 27,939 150,042
Investment income 1,276,295 149,105 10,501 186,051 13,323
Transfers from other
plans 497,654 3,992,072 701,803 980,986 92,944 520,311 44,834
Transfers from other
funds 8,005 88,378 230,256 137,681 39,005
Total additions 683,585 5,799,782 1,014,193 1,642,170 159,832 1,167,594 110,441
Deductions:
Participant benefits
& withdrawals 62,236 467,651 136,299 955,406 12,547 90,522
Investment loss 39,608 101,748
Administrative expenses 281 1,277 155 508 33 158 21
Transfers to other
funds 302,454 23,060
Total deductions 404,579 468,928 238,202 955,914 35,640 90,680 21
Net additions 279,006 5,330,854 775,991 686,256 124,192 1,076,914 110,420
Net assets available
for benefits
at beginning 1,216,796 3,866,089 1,533,865 3,135,524 248,273 1,008,888 74,950
Net assets available
for benefits
at end $1,495,802 $9,196,943 $ 2,309,856 $ 3,821,780 $ 372,465 $ 2,085,802 $ 185,370
<FN>
CONTINUED
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NSAT SM.CO
Neuberger & Dreyfus Janus Janus Fund/Warburg Personal M&I Stable
Berman S&P 500 Twenty Worldwide Pincus Emerg Portfolios Principal
Guardian Trst Index Fund Fund Fund Growth Fund 1 - 6 Fund
Additions:
<S> <C> <C> <C> <C> <C> <C> <C>
Employer
contributions $ 150,385 $ 90,605 $ 102,591 $ 61,705 $ 14,281 $ 44,137 $ -
Participant deferral
contributions 383,633 220,597 198,426 177,737 50,211 121,071
Participant rollover
contributions 15,641 9,947 4,844 3,144 3,402
Investment income 100,359 457,137 1,121,950 282,064 7,175 67,965
Transfers from other
plans 1,732,623 898,108 2,140,666 606,393 77,688 442,406 20,011,257
Transfers from other
funds 494,186 704,071 147,122
Total additions 2,382,641 2,170,580 4,272,548 1,278,165 152,757 675,579 20,011,257
Deductions:
Participant benefits
& withdrawals 411,019 190,457 221,886 264,766 41,526 58,312
Investment loss
Administrative
expenses 750 1,002 382 173 78 427
Transfers to other
funds 1,517,731 41,348 47,688
Total deductions 1,929,500 191,459 222,268 264,939 82,952 106,427 0
Net additions 453,141 1,979,121 4,050,280 1,013,226 69,805 569,152 20,011,257
Net assets available
for benefits
at beginning 4,918,136 1,357,950 1,257,009 1,037,798 256,414 876,234
Net assets available
for benefits
at end $5,371,277 $3,337,071 $ 5,307,289 $ 2,051,024 $ 326,219 $ 1,445,386 $ 20,011,257
<FN>
CONTINUED
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
Marshall Northern FID ADV Brandywine PBHG Vanguard
Int Bond Cap Mgmt Eq Income Blue Chip Growth Int'l Growth Participant
Fund Fund Fund Fund Fund Fund Loans
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employer
contributions $ - $ - $ - $ - $ - $ - $ -
Participant deferral
contributions
Participant rollover
contributions
Investment income 45,673
Transfers from other
plans 1,522,685 56,130,561 6,126,534 15,207,626 8,260,692 3,579,395 211,476
Transfers from other
funds 83,577
Total additions 1,522,685 56,130,561 6,126,534 15,207,626 8,260,692 3,579,395 340,726
Deductions:
Participant benefits
& withdrawals 96,100
Investment loss
Administrative expenses
Transfers to other funds
Total deductions 0 0 0 0 0 0 96,100
Net additions 1,522,685 56,130,561 6,126,534 15,207,626 8,260,692 3,579,395 244,626
Net assets available
for benefits
at beginning 471,871
Net assets available
for benefits
at end $1,522,685 $56,130,561 $ 6,126,534 $15,207,626 $ 8,260,692 $ 3,579,395 $ 716,497
<FN>
CONTINUED
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TOTALS
<S> <C>
Additions:
Employer contributions $ 908,580
Participant deferral contributions 2,105,470
Participant rollover contributions 246,700
Investment income 3,717,598
Transfers from other plans 123,778,714
Transfers from other funds 1,932,281
Total additions 132,689,343
Deductions:
Participant benefits & withdrawals 3,008,727
Investment loss 141,356
Administrative expenses 5,245
Transfers to other funds 1,932,281
Total deductions 5,087,609
Net additions 127,601,734
Net assets available for benefits
at beginning 21,259,797
Net assets available for benefits
at end $148,861,531
<FN>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
</TABLE>
-8-
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF PLAN AND FUNDING POLICIES
The following description of the Wausau-Mosinee Paper Corporation
Savings and Investment Plan (the "Plan") provides only general
information. Participants should refer to the Plan Agreement for a
more complete description of the Plan's provisions.
GENERAL
The Plan was established on January 1, 1988. It is a defined
contribution Plan that covers all salaried and hourly full-time
employees of Wausau-Mosinee Paper Corporation and its
subsidiaries (the "Company").
Effective December 31, 1998, the Company merged all of its defined
contribution plans with and into the Wausau-Mosinee Paper Corporation
Salaried Savings and Investment Plan. This plan was renamed the
Wausau-Mosinee Paper Corporation Savings and Investment Plan upon the
consummation of the plan merger. See Note 7 for further discussion of
the merger.
<PAGE>
An employee initially becomes eligible to participate at times varying
from one day of service to 120 days of service, depending upon the
employee's classification and his or her employment. The Plan is
subject to the provisions of the Employee Retirement Security Act of
1974 (ERISA).
CONTRIBUTIONS
Participants are allowed to contribute up to 16% of their gross annual
compensation, as defined in the plan document. Contributions are
subject to certain limitations.
The Plan allows participants to roll over distributions from another
company's retirement plan as contributions. Participants may deposit
any portion of a distribution that has not been taxed, provided the
deposit is made within 60 days of distribution. These deposits are not
subject to the contribution limitations under the Internal Revenue Code
(IRC). The Company does not match these contributions.
NONCOLLECTIVELY BARGAINED EMPLOYEES
Through December 31, 1997, Wausau-Mosinee Paper Corporation matched
participant contributions at the rate of $0.30 for every $1 contributed
up to 6% of a participant's annual base salary. Effective January 1,
1998, the Company increased its matching contribution to $0.35 for
every $1 contributed up to 6% of a participant's annual base salary.
Through December 31, 1997, the Company made a discretionary matching
contribution for every $1 contributed by the participant up to 6% of a
participant's annual base salary if a certain return on equity was
attained based on the Company's consolidated financial statements.
-9-
During 1997, the Company's performance yielded a discretionary matching
contribution of $0.10 per dollar contributed by participants up to 6%
of a participant's annual base salary. Effective January 1, 1998, the
Plan was amended to allow the Board of Directors to determine the
discretionary contribution to be made for each $1 contributed by a
participant who is employed on the last day of the year. For 1998, the
calculation for the discretionary matching contribution was based on
pretax return on equity. The discretionary matching contribution
equaled $0.07 per dollar for each 1% of a participant's annual base
salary that the Company's pretax return exceeded 20%. The Company's
performance during 1998 yielded a discretionary profit-sharing
contribution of $0.36 per dollar contributed by participants up to 6%
of a participant's annual base salary.
COLLECTIVELY BARGAINED EMPLOYEES
Prior to December 31, 1998, the Plan did not cover collectively
bargained employees. As a result of the merger on December 31,
1998, the Plan admitted all collectively bargained employees as
participants.
<PAGE>
The Company matching contribution differs by company and subsidiary.
Employees of certain divisions and subsidiaries of the Company do not
receive a matching contribution while employees of certain subsidiaries
and divisions do receive a matching contribution. The maximum matching
contribution of any subsidiary or division of the Company is $1.93 per
$1.00 contributed up to 6% of a participant's annual gross compensation
through June 30, 1999.
VESTING
Participants are fully vested in their salary deferral and rollover
contributions plus earnings/losses thereon. Vesting in the Company's
matching and discretionary contributions, if applicable, plus actual
earnings/losses thereon is based on years of service and the
participant's employment status as either noncollectively bargained or
collectively bargained.
Noncollectively bargained participants are fully vested in the
Company's contributions after three years of continuous service, or at
the rate of 33 1/3% per year of service. Collectively bargained
participants are fully vested in the Company's contributions after
seven years of continuous service, or at the rate of 10% for the first
four years, and 20% in succeeding years. A year of service consists of
a calendar year in which an employee works a minimum of 1,000 hours for
the Company.
Participant contributions and earnings thereon, roll-over
contributions, and vested Company contributions and earnings thereon
may be withdrawn for any reason after a participant reaches age 59 1/2
or at any age if a participant demonstrates financial hardship.
Financial hardship withdrawals are subject to government regulation and
may be subject to a 10% penalty.
-10-
FORFEITURES
Plan forfeitures arise as a result of participants who terminate
service with the Company before becoming fully vested in the employer's
contribution. These forfeitures are used to reduce future employer
contributions. The amount of forfeitures available to reduce Company
contributions at 1998 and 1997 was $592,955 and $114, respectively.
The forfeitures available increased significantly as a result of the
merger discussed in Note 7.
INVESTMENT OPTIONS
The Plan allows participants to select their investment options from
one or more of the following choices:
COMPANY STOCK
Funds are invested exclusively in the common stock of Wausau-Mosinee
Paper Corporation and are not considered to be a diversified investment
option. The fund seeks long-term capital growth, with current income
and growth of income as secondary objectives.
<PAGE>
<circle> Wausau-Mosinee Paper Corporation Common Stock Fund
INTERNATIONAL/GLOBAL FUNDS
Funds are invested primarily in diversified equity securities and debt
obligations of companies and governments outside the United States.
The funds seek long-term capital appreciation.
<circle> Templeton Foreign Fund I
<circle> Janus Worldwide Fund
<circle> Vanguard International Growth Fund
AGGRESSIVE GROWTH FUNDS
Funds are invested in diversified equity securities of small-to-medium
sized companies in the United States with emerging or renewed growth
potential. The funds seek long-term capital appreciation.
<circle> Nationwide Separate Account Trust (NSAT) Small Company Fund
<circle> Warburg Pincus Emerging Growth Fund
GROWTH FUNDS
Funds are invested in diversified equity securities of small, medium,
and large companies considered to have better-than-average prospects
for appreciation. The funds seek long-term capital appreciation.
<circle> Fidelity Magellan Fund
<circle> Janus Twenty Fund
-11-
<circle> PBHG Growth Fund
<circle> Brandywine Blue Chip Fund
GROWTH AND INCOME FUNDS
Funds are invested in a portfolio of common stocks, securities
convertible to common stocks, and income-producing equity securities.
The funds seek long-term total return and potential for capital
appreciation with current income provided by dividends as a secondary
objective.
<circle> Dreyfus S & P 500 Index Fund
<circle> Neuberger & Berman Guardian Trust
<circle> Fidelity Advisor Equity Income Fund
BALANCED/ASSET ALLOCATION FUNDS
Funds are invested in common stocks for growth potential, high-quality
government and corporate bonds to generate income, and short-term money
market instruments to help balance volatility. The funds seek to
maximize investment returns consistent with reasonable safety of
principal by investing in a mix of asset classes noted above.
<PAGE>
<circle> Fidelity Puritan Fund
<circle> Phoenix Balanced Fund
<circle> Northern Capital Management Fund
INCOME FUNDS
Funds are invested in a diversified group of high quality debt
securities with varying maturities. The funds seek the maximum amount
of current income to the extent consistent with the preservation of
capital and the maintenance of liquidity.
<circle> Dreyfus A Bonds Plus
<circle> Neuberger & Berman Limited Maturity Bond Trust
<circle> Marshall Intermediate Bond Fund
STABLE ASSET FUND
Funds are invested in high quality, ultra-short-term debt securities
with varying maturities not to exceed three months. The fund seeks to
maintain and preserve principal with a secondary objective of
maximizing current income.
<circle> M&I Stable Principal Fund
-12-
GUARANTEED RETURN CONTRACT
Funds are invested primarily in investment grade bonds and mortgage
backed securities. The fund guarantees a stated rate of return on a
quarterly basis that is indexed to the Treasury Note yield.
<circle> Nationwide Indexed Fixed Option
LIFESTYLE FUNDS
Funds are managed by a group of subadvisers who manage a portion of
each fund's portfolio. Each of the six lifestyle funds vary from
conservative, short-term (Personal Portfolio 1), to aggressive,
long-term (Personal Portfolio 6), investment styles.
<circle> Personal Portfolios 1 - 6
Participants may change their investment elections for current account
balance, future employee deferrals, and Company contributions as often
as they like.
PARTICIPANT LOANS
Participants may borrow from their fund accounts. Loan transactions
are treated as a transfer to (from) the investment fund from (to) the
Participant Loans fund. Loan terms range from one to five years or
longer if for the purchase of a primary residence. Loans may not
exceed the lesser of 50% of the participant's account balance or
$50,000, and are secured by the balance in the participant's account.
The loan's bear interest at a rate commensurate with local prevailing
rates as determined from time to time by the Company's employee
<PAGE>
benefits committee. Interest rates on existing loans range from 7.75%
to 11.00%. Principal and interest are paid ratably through payroll
deductions. Upon termination of employment, outstanding balances
become due and payable to the Plan. The administrator is unable to
provide a detail of loans receivable by fund type.
PAYMENT OF BENEFITS
On termination of service due to death, disability, or retirement, the
vested portion of a participant's account is payable to the
participant, or a named beneficiary, based on the participant's elected
payment method. The payment options available are lump-sum, periodic
payment, or nontransferable annuity.
EXPENSES OF THE PLAN
Administrative expenses charged by the third party administrator and
all other expenses incurred in conjunction with the Plan are paid by
the Company. Investment advisory and management fees are allocated
proportionately to plan participants based on their respective account
balances. Loan fees are charged directly to the participant's account
against the investment option for which the loan was originally
charged.
-13-
PLAN TERMINATION
The Company intends to continue the Plan indefinitely, but reserves the
right to terminate the Plan at any time. In the event of termination,
the account of each participant will be fully vested and
nonforfeitable. The account will be held under the Plan and continue
to accrue investment earnings until all vested benefits have been
distributed according to the terms of the Plan.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements of the Plan are presented on the
accrual basis of accounting in accordance with generally accepted
accounting principles.
USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results may differ from those
estimates.
INVESTMENT VALUATION
The Plan's various mutual fund and company stock investments are
carried at current value which represents the quoted market values of
the underlying investments on the last business day of the plan year
including current income and investment expenses. Investments in the
<PAGE>
Nationwide Indexed Fixed Option are stated at contract amount which
approximates fair value. Loans are stated at estimated fair value and
are deemed collectible. Securities transactions are accounted for on
the trade-date basis (the date the order to buy or sell is executed).
Gains or losses on security transactions are recorded as the difference
between proceeds received and the carrying value of the investments.
Interest income is recognized on the accrual method, and dividend
income is recorded on the ex-dividend date.
Investment income/loss on the statement of changes in net assets
available for benefits includes unrealized appreciation or
depreciation, realized gains and losses, interest, and dividends.
Specific detail of investment income/loss is not available from the
trustee.
PAYMENT OF BENEFITS
Benefit payments to participants are recorded upon distribution.
-14-
NOTE 3 - INVESTMENTS
<TABLE>
The following represents a summary of the market value of investments
at December 31, 1998 and 1997. Investments that individually represent
5% or more of the Plan's net assets available for benefits are
separately identified.
<CAPTION>
Investments at Fair Value as ASSET MARKET VALUE
Determined by Quoted Market Price 1998 1997
<S> <C> <C>
Common/collective trusts:
Wausau-Mosinee Paper Corporation Common
Stock Fund $ 2,270,112 $ 1,528,800
M&I Stable Principal Fund 19,826,210
Northern Capital Management Fund 55,907,894
Other 1,505,297
79,509,513 1,528,800
Pooled separate accounts 1,420,754 870,945
Registered investment companies:
Templeton Foreign Fund 1,470,401 1,212,526
Fidelity Magellan Fund 9,052,451 3,855,782
Neuberger & Berman Guardian Trust 5,280,543 4,905,454
Dreyfus S & P Index Fund 3,277,589 1,350,921
Janus Twenty 5,222,764 1,251,599
Brandywine Blue Chip Fund 15,130,567
PBHG Growth Fund 8,228,617
Other 14,590,470 2,615,644
62,253,402 15,191,926
INVESTMENTS AT ESTIMATED VALUE
Participant loans 716,497 471,871
INVESTMENTS AT CONTRACT VALUE
Investment contracts between financial
institutions -
Nationwide Indexed Fixed Option 3,755,118 3,130,103
Total investments $147,655,284 $21,193,645
</TABLE>
-15-
<PAGE>
<TABLE>
During 1998 and 1997, the Plan's investments (including investments
bought, sold, and held during the year) appreciated (depreciated) in
value as follows:
<CAPTION>
Investments at Fair Value NET CHANGE IN FAIR VALUE
Determined by Quoted Market Price
1998 1997
<S> <C> <C>
Common/collective trusts ($101,748) $371,201
Pooled separate accounts 67,965 496,867
Registered investment companies 3,415,247 1,347,605
3,381,464 2,215,673
INVESTMENTS AT ESTIMATED FAIR VALUE
Participant loans 45,673 35,214
INVESTMENTS AT CONTRACT VALUE
Investment contracts between financial
institutions 149,105 281,919
Net change in fair value $3,576,242 $2,532,806
</TABLE>
NOTE 4 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
<TABLE>
The following is a reconciliation of net assets available for benefits
at December 31, 1997 to Form 5500. Reconciling differences existed
since the financial statements are prepared on the accrual basis of
accounting and the Form 5500 is prepared on a modified cash basis for
1997.
<CAPTION>
1997
<S> <C>
Net assets available for benefits 21,259,797
Less - Receivables for employer, participant,
and interest 66,152
Net assets available for benefits - Form 5500 $21,193,645
</TABLE>
No reconciliation is necessary at December 31, 1998 since both the
financial statements and Form 5500 were prepared on the accrual basis
of accounting.
-16-
NOTE 5 - TAX-EXEMPT STATUS OF THE PLAN
The Internal Revenue Service has determined and informed the Company by
a letter dated August 23, 1995, that the Plan is qualified and the
trust established under the Plan is tax-exempt, under the appropriate
sections of the IRC. The plan has been amended since receiving the
determination letter. However, the plan administrator and Plan's tax
<PAGE>
counsel believe that the Plan is currently designed and being operated
in compliance with the applicable requirements of the IRC. Therefore,
they believe that the Plan was qualified and the related trust was tax
exempt as of the financial statement date.
NOTE 6 - NOTICE OF AVAILABILITY
The complete annual report of the Wausau-Mosinee Paper Corporation
Savings and Investment Plan is available upon request for a reasonable
charge and is also available for examination at the plan
administrator's office located in Mosinee, Wisconsin during normal
business hours.
NOTE 7 - PLAN MERGER
On August 17, 1998, the Board of Directors of Wausau-Mosinee Paper
Corporation, the plan sponsor, approved a comprehensive plan to merge
all of its defined contribution plans into a single plan. Effective
December 31, 1998, the following company-sponsored plans were merged
with and into the Wausau-Mosinee Paper Corporation Salaried Savings and
Investment Plan:
<circle> Wausau-Mosinee Paper Corporation Hourly Savings and Investment
Plan
<circle> Rhinelander Paper Company, Inc. Hourly Savings and Investment
Plan
<circle> Wausau Papers of New Hampshire, Inc. Hourly Savings and
Investment Plan
<circle> Wausau Papers Otis Mill, Inc. Hourly Savings and Investment
Plan
<circle> Mosinee Thrift Plan
<circle> Mosinee Savings Plan - Pulp and Paper Division
<circle> Mosinee Converted Products Savings Plan
<circle> The Sorg Paper Company 401(k) Savings Plan for Hourly
Employees
<circle> Bay West Savings Plan
<circle> Bay West 401(k) Savings Plan for Hourly Employees
The Company subsequently renamed the Wausau-Mosinee Paper Corporation
Salaried Savings and Investment Plan as the Wausau-Mosinee Paper
Corporation Savings and Investment Plan upon consummation of the plan
merger.
The transferred net assets have been recognized in the accounts of the
Wausau-Mosinee Paper Corporation Savings and Investment Plan as of
December 31, 1998, at their balances as previously carried in the
accounts of the plans noted above. The changes in net assets of the
combined plans are included in the accompanying statement of changes in
net assets available for benefits as of December 31, 1998.
-17-
<PAGE>
<TABLE>
Following is a summary of the aggregate assets of the plans transferred
into the Wausau-Mosinee Paper Corporation Savings and Investment Plan
on December 31, 1998:
Receivables:
<CAPTION>
<S> <C>
Employer contributions $140,333
Participant contributions 435,727
Income 110,386
Investments at fair value 123,092,268
Total $123,778,714
</TABLE>
-18-
SUPPLEMENTAL SCHEDULES
-19-
<PAGE>
<TABLE>
SCHEDULE 1 - ITEM 27A
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<CAPTION>
Identity of Issuer, Borrower Description of Investment Including Maturity Date, Current
LESSOR, OR SIMILAR PARTY RATE OF INTEREST, COLLATERAL, PAR, OR MATURITY VALUE COST VALUE
<S> <C> <C> <C>
Marshall & Ilsley Trust Company Registered investment company - Templeton Foreign Fund 1 * $1,470,401
Marshall & Ilsley Trust Company Registered investment company - Fidelity Magellan Fund * 9,052,451
Wausau-Mosinee Paper Corporation Common/collective trust - Wausau-Mosinee Paper Corp
Com Stock Fund * 2,270,112
Marshall & Ilsley Trust Company Group annuity contract: Nationwide Indexed
Fixed Option 6.75% 3,755,118 3,755,118
Marshall & Ilsley Trust Company Registered investment company-N&B Lim Mat Bond
Trst/Dryfs A Bonds Pl * 365,760
Marshall & Ilsley Trust Company Registered investment company - Fidelity Puritan Fund * 2,048,813
Marshall & Ilsley Trust Company Registered investment company - Phoenix Balanced Fund * 182,083
Marshall & Ilsley Trust Company Registered investment company - Neuberger & Berman
Guardian Trust * 5,280,543
Marshall & Ilsley Trust Company Registered investment company - Dreyfus S & P 500 Index Fund * 3,277,589
Marshall & Ilsley Trust Company Registered investment company - Janus Twenty Fund * 5,222,764
Marshall & Ilsley Trust Company Registered investment company - Janus Worldwide Fund * 2,015,101
Marshall & Ilsley Trust Company Registered investment company - NSAT Sm. Co Fund/Wrbrg Pinc
Emer Gr Fu * 320,274
Marshall & Ilsley Trust Company Registered investment company - Personal Portfolios 1-6 * 1,420,754
Marshall & Ilsley Trust Company Common/collective trust - M&I Stable Principal Fund * 19,826,210
Marshall & Ilsley Trust Company Common/collective trust - Marshall Int Bond Fund * 1,505,297
Marshall & Ilsley Trust Company Common/collective trust - Northern Capital Management Fund * 55,907,894
Marshall & Ilsley Trust Company Registered investment company - Fidelity Advisor Equity
Income Fund * 6,099,295
Marshall & Ilsley Trust Company Registered investment company - Brandywine Blue Chip Fund * 15,130,567
Marshall & Ilsley Trust Company Registered investment company - PBHG Growth Fund * 8,228,617
Marshall & Ilsley Trust Company Registered investment company - Vanguard International
Growth Fund * 3,559,144
Participant Loans Rate during year 7.75% - 11.00% 0 716,497
<FN>
* The mutual fund assets consist of pooled funds held by the custodian. The
custodian has stated that they cannot provide information regarding the cost
of the investments. There were no investment assets reportable as acquired
and disposed of during the year.
See Independent Auditor's Report.
</TABLE>
-20-
<PAGE>
<TABLE>
SCHEDULE 2 - ITEM 27D
SCHEDULE OF REPORTABLE (5%) TRANSACTIONS
DECEMBER 31, 1998
<CAPTION>
Current
Value of
Expense Asset on Net
Incurred Trans- Gain
Identity of Description Purchase Selling Lease With Cost action or
Party Involved of Asset Price Price Rental Transaction of Asset Date (Loss)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Nationwide Life Registered investment company
Insurance Company Neuberger & Berman Guardian Trust 1,517,731 N/A N/A N/A N/A 1,517,731 N/A
Nationwide Life Transfer of plan assets - WMPC
Insurance Company Hourly Savings & Investment Plan N/A N/A N/A N/A N/A 6,987,642 N/A
Nationwide Life Transfer of plan assets - RPC
Insurance Company Hourly Savings & Investment Plan N/A N/A N/A N/A N/A 3,161,551 N/A
Nationwide Life Transfer of plan assets - WP of NH
Insurance Company Hourly Savings & Investment Plan N/A N/A N/A N/A N/A 1,500,176 N/A
Nationwide Life Transfer of plan assets - WP Otis Mill
Insurance Company Hourly Savings & Investment Plan N/A N/A N/A N/A N/A 1,290,594 N/A
Marshall & Ilsley Transfer of plan assets - Mosinee
Trust Company Thrift Plan N/A N/A N/A N/A N/A 40,250,886 N/A
Marshall & Ilsley Transfer of plan assets - Mosinee
Trust Company Savings Plan, P&P Division N/A N/A N/A N/A N/A 64,615,096 N/A
Marshall & Ilsley Transfer of plan assets - Mosinee
Trust Company Converted Products Savings Plan N/A N/A N/A N/A N/A 2,741,399 N/A
Marshall & Ilsley Transfer of plan assets - Sorg Paper
Trust Company Co 401(k) Sav Plan for Hrly Emp N/A N/A N/A N/A N/A 922,588 N/A
Marshall & Ilsley Transfer of plan assets - Bay West
Trust Company Savings Plan N/A N/A N/A N/A N/A 1,813,353 N/A
Marshall & Ilsley Transfer of plan assets - Bay West
Trust Company 401(k) Savings Plan for Hrly Emp N/A N/A N/A N/A N/A 495,429 N/A
<FN>
See Independent Auditor's Report.
</TABLE>
-21-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the plan administrator of the Wausau-Mosinee Paper Corporation
Savings and Investment Plan has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
WAUSAU-MOSINEE PAPER CORPORATION
EMPLOYEE BENEFITS COMMITTEE
DATE: June 28, 1999
Michael L. McDonald
Chairman
-22-
EXHIBIT INDEX
TO
FORM 11-K
OF
WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS AND INVESTMENT PLAN
FOR THE YEAR ENDED DECEMBER 31, 1998
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. <section>232.102(d))
EXHIBIT 23 - Consents of Experts and Counsel
Consent of Independent Accountants
-23-
EXHIBIT (23)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 (and Amendment No. 2 thereto) of Wausau-Mosinee
Paper Corporation relating to the registration of 675,000 shares of its
common stock, no par value, in connection with the Wausau-Mosinee Paper
Corporation Savings and Investment Plan (the "Plan") of our report
dated June 15, 1999 appearing in Plan's annual report on Form 11-K for
the year ended December 31, 1998.
WIPFLI ULLRICH BERTELSON LLP
WIPFLI ULLRICH BERTELSON LLP
June 28, 1999
Wausau, Wisconsin
-24-
