FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
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 JUNE 30, 2000
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 July 31, 2000 was
51,356,391.
<PAGE>
WAUSAU-MOSINEE PAPER CORPORATION
AND SUBSIDIARIES
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of
Income, Three Months and Six Months Ended
June 30, 2000 (unaudited) and
June 30, 1999 (unaudited) 1
Condensed Consolidated Balance
Sheets, June 30, 2000 (unaudited)
and December 31, 1999 (derived from
audited financial statements) 2
Condensed Consolidated Statements
of Cash Flows, Six Months
Ended June 30, 2000 (unaudited)
and June 30, 1999 (unaudited) 3
Notes to Condensed Consolidated
Financial Statements (unaudited) 3-6
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 7-10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security
Holders 12
Item 6. Exhibits and Reports on Form 8-K 12-15
(i)
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<PAGE>
<TABLE>
<CAPTION>
Wausau-Mosinee Paper Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended Six Months Ended
June 30, June 30,
($ thousands, except per share 2000 1999 2000 1999
data - unaudited)
<S> <C> <C> <C> <C>
NET SALES $ 245,214 $ 234,257 $ 488,820 $ 460,698
Cost of products sold 213,329 197,098 428,094 384,876
Restructuring charge-inventory 0 0 599 0
Total cost of sales 213,329 197,098 428,693 384,876
GROSS PROFIT 31,885 37,159 60,127 75,822
Selling and administrative expenses 15,747 16,648 34,524 32,487
Stock-based incentive plan (income)
expense (2,094) 2,862 (1,053) 555
Restructuring charge-other 0 0 24,401 0
Total 13,653 19,510 57,872 33,042
OPERATING PROFIT 18,232 17,649 2,255 42,780
Interest expense (3,743) (2,572) (7,448) (5,090)
Other income (expense), net (2,021) 550 (1,960) 541
EARNINGS (LOSS) BEFORE INCOME TAXES 12,468 15,627 (7,153) 38,231
Provision (credit) for income taxes 4,670 5,900 (2,030) 14,400
NET EARNINGS (LOSS) $ 7,798 $ 9,727 ($ 5,123) $ 23,831
NET EARNINGS (LOSS) PER SHARE BASIC $ 0.15 $ 0.19 ($ 0.10) $ 0.45
NET EARNINGS (LOSS) PER SHARE DILUTED $ 0.15 $ 0.19 ($ 0.10) $ 0.45
Weighted average shares
outstanding-basic 51,398,137 52,281,972 51,407,414 52,732,581
Weighted average shares
outstanding-diluted 51,424,283 52,357,312 51,446,100 52,877,053
</TABLE>
-1-
<PAGE>
<TABLE>
<CAPTION>
Wausau-Mosinee Paper Corporation
CONSOLIDATED BALANCE SHEETS
($ thousands*) JUNE 30, December 31,
2000 1999
Assets
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,328 $ 5,397
Receivables, net 86,877 73,977
Refundable income taxes 1,570 1,638
Inventories 157,304 155,822
Deferred income taxes 22,203 14,747
Other current assets 2,323 730
Total current assets 271,605 252,311
Property, plant and equipment, net 658,566 653,823
Other assets 34,150 30,328
TOTAL ASSETS $ 964,321 $ 936,462
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 235 $ 230
Accounts payable 68,711 63,876
Accrued and other liabilities 71,607 47,383
Total current liabilities 140,553 111,489
Long-term debt 229,236 220,476
Deferred income taxes 107,052 103,386
Postretirement benefits 60,320 58,885
Pension 33,388 35,019
Other liabilities 14,436 13,447
Total liabilities 584,985 542,702
Stockholders' equity 379,336 393,760
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 964,321 $ 936,462
<FN>
*The consolidated balance sheet at June 30, 2000 is unaudited. The
December 31, 1999 consolidated balance sheet is derived from audited
financial statements.
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
Wausau-Mosinee Paper Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
($ thousands - unaudited) 2000 1999
<S> <C> <C>
Net cash provided by operating activities $ 31,174 $ 34,210
Capital expenditures (35,030) (40,311)
Borrowings under credit agreements 8,878 32,431
Dividends paid (8,484) (7,937)
Purchase of Company stock (565) (20,904)
Proceeds on sale of property, plant and
equipment 71 729
Other investing and financing activities (113) 503
Net decrease in cash ($ 4,069) ($ 1,279)
</TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)
Note 1. The accompanying unaudited condensed financial statements, in
the opinion of management, reflect all adjustments which are
normal and recurring in nature and which are necessary for a
fair statement of the results for the periods presented. Some
adjustments involve estimates which may require revision in
subsequent interim periods or at year-end. In all regards,
the financial statements have been presented in accordance
with generally accepted accounting principles. Refer to notes
to the financial statements which appear in the Annual Report
on Form 10-K for the year ended December 31, 1999 for the
Company's accounting policies which are pertinent to these
statements.
Note 2. The Company recorded a pretax restructuring charge of $25.0
million in the first quarter of 2000 in the Specialty Paper
Group segment to cover shutdown and asset disposition costs
associated with the closure of a paper manufacturing facility
in Middletown, Ohio. The shutdown includes $3.6 million in
hourly and salaried severance cost and the asset disposition
cost includes $21.4 million in related asset write-downs and
disposition costs.
<PAGE>
<TABLE>
Note 3. The following table provides earnings and per share data for
the Company:
<CAPTION>
($ thousands, except per share amounts)
Three Months Six Months
Ended June 30, Ended June 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Basic diluted income available
to shareholders (numerator)
Net earnings(loss) $7,798 $9,727 ($5,123) $23,831
Shares (denominator)
Average shares outstanding 51,398,137 52,281,972 51,407,414 52,732,581
Dilutive securities:
Stock option plans 26,146 75,340 38,686 144,472
Total 51,424,283 52,357,312 51,446,100 52,877,053
Basic per share amounts:
Net earnings (loss) $ 0.15 $ 0.19 ($ 0.10) $ 0.45
Diluted per share amounts:
Net earnings (loss) $ 0.15 $ 0.19 ($ 0.10) $ 0.45
</TABLE>
<TABLE>
Note 4. Accounts receivable consisted of the following:
<CAPTION>
($ thousands) JUNE 30, December 31,
2000 1999
<S> <C> <C>
Customer Accounts $94,390 $82,592
Misc. Notes and Accounts Receivable 4,283 2,670
98,673 85,262
Less: Allowances for Discounts,
Doubtful Accounts and Pending Credits 11,796 11,285
Receivables, Net $86,877 $73,977
</TABLE>
<TABLE>
Note 5. The various components of inventories were as follows:
<CAPTION>
($ thousands) JUNE 30, December 31,
2000 1999
<S> <C> <C>
Raw Materials and Supplies $ 85,498 $ 87,551
Finished Goods and Work in Process 101,396 93,370
Subtotal 186,894 180,921
Less: LIFO Reserve (29,590) (25,099)
Net inventories $ 157,304 $ 155,822
</TABLE>
Note 6. The accumulated depreciation on fixed assets was $503,025,000
as of June 30, 2000 and $477,391,000 as of December 31, 1999.
The provision for depreciation, amortization and depletion for
the six months ended June 30, 2000 and June 30, 1999 was
$29,174,000 and $24,793,000, respectively.
-4-
<PAGE>
Note 7. For the three months ended June 30, 2000, the Company recorded
a provision in the amount of $2.0 million to cover the cost of
antitrust litigation settlement expenses. This litigation is
described under Part II, Item 1 of this report.
Note 8. Interim Segment Information
FACTORS USED TO IDENTIFY REPORTABLE SEGMENTS
The Company's operations are classified into three principal reportable
segments, the Specialty Paper Group, the Printing & Writing Group and
the Towel & Tissue Group, each providing different products. Separate
management of each segment is required because each business unit is
subject to different marketing, production and technology strategies.
PRODUCTS FROM WHICH REVENUE IS DERIVED
The Specialty Paper Group produces specialty papers at its
manufacturing facilities in Rhinelander, Wisconsin; Mosinee, Wisconsin;
and Jay, Maine. The Printing & Writing Group produces a broad line of
premium printing and writing grades at manufacturing facilities in
Brokaw, Wisconsin and Groveton, New Hampshire. The Printing & Writing
Group also includes converting facilities which produce wax-laminated
roll wrap and related specialty finishing and packaging products, and a
converting facility which converts printing and writing grades. The
Towel & Tissue Group markets a complete line of towel, tissue, soap and
dispensing systems for the "away-from-home" market. The Towel & Tissue
Group operates a paper mill in Middletown, Ohio and a converting
facility in Harrodsburg, Kentucky.
-5-
<PAGE>
RECONCILIATIONS
<TABLE>
The following are reconciliations to corresponding totals in the
accompanying consolidated financial statements:
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
($ thousands-unaudited) 2000 1999 2000 1999
<S> <C> <C> <C> <C>
Net sales external customers
Specialty Paper $104,163 $ 97,268 $214,008 $ 197,510
Printing & Writing 98,430 98,548 193,343 189,784
Towel & Tissue 42,621 38,441 81,469 73,404
$245,214 $ 234,257 $488,820 $ 460,698
Net sales intersegment
Specialty Paper $ 561 $ 3,832 $ 1,446 $ 7,146
Printing & Writing 1,788 570 3,673 880
Towel & Tissue 20 83 22 98
$ 2,369 $ 4,485 $ 5,141 $ 8,124
Operating profit (loss)
Specialty Paper $ 5,200 $ 5,195 $ 8,882 $ 13,821
Specialty Paper-restructuring
charge (Note 2) 0 0 (25,000) 0
Total Specialty Paper 5,200 5,195 (16,118) 13,821
Printing & Writing 7,986 11,154 15,302 22,114
Towel & Tissue 5,280 6,335 9,265 11,768
Total reportable segment
operating profit 18,466 22,684 8,449 47,703
Corporate & eliminations (234) (5,035) (6,194) (4,923)
Interest expense (3,743) (2,572) (7,448) (5,090)
Other income/expense (2,021) 550 (1,960) 541
Earnings (loss) before
income taxes $ 12,468 $ 15,627 ($ 7,153) $ 38,231
</TABLE>
<TABLE>
($ thousands-unaudited) JUNE 30, December 31,
2000 1999
<S> <C> <C>
Segment Assets
Specialty Paper $411,043 $ 396,624
Printing & Writing 313,731 309,507
Towel & Tissue 186,011 183,103
Corporate & Unallocated* 53,536 47,228
$964,321 $ 936,462
<FN>
*Industry segment assets do not include intersegment accounts
receivable, cash, deferred tax assets and certain other assets
which are not identifiable with industry segments.
</TABLE>
-6-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS*
RESULTS OF OPERATIONS
NET SALES
For the three months ended June 30, 2000, net sales for the Company
were $245.2 million, an increase of 5% from the prior year's second
quarter net sales of $234.3 million. The total tons shipped from
ongoing operations for both quarters were similar with 192,505 tons in
2000 and 194,480 tons in 1999. For the first six-months of 2000, net
sales were $488.8 million compared to $460.7 million in 1999, an
increase of 6%. Sales volume remained relatively constant for the
ongoing operations of the Company's Specialty Paper Group and the
Printing & Writing Group, while it increased 5% at the Towel & Tissue
group.
Net sales for the Specialty Paper Group were $104.2 million compared to
$97.3 million for the second quarters of 2000 and 1999, respectively.
Total tons shipped were 85,600, a decrease of 4% from the second
quarter of 1999. The reduction in shipping volume was primarily due to
the closure of The Sorg Paper Company on May 15, 2000. Although the
tons shipped declined quarter-over-quarter, a combination of higher
average selling prices and product mix changes resulted in increased
net sales. For the first six months of 2000, the Specialty Paper Group
sales were $214.0 million compared to $197.5 million for the same six
month period in 1999, an increase of 8%. Shipment volume was 168,000
tons in the first six months of 2000 and was down 7% from the
comparable period in 1999. However, improved selling price and mix
changes offset volume decreases experienced on a year-over-year basis.
As discussed in the quarter-over-quarter comparison, the reduction in
the tons shipped was primarily due to the closure of The Sorg Paper
Company.
Second quarter sales for the Printing & Writing Group were similar for
both 2000 and 1999 at $98.4 million and $98.5 million, respectively.
Shipments decreased 8% to 86,300 tons in the second quarter of 2000
compared to 93,800 tons in the second quarter of 1999. The volume
decline was principally offset by improved average selling price and
product mix changes. Printing & Writing Group sales for the first half
of 2000 increased 2% over the first half of 1999 at $193.3 million and
$189.8 million, respectively, while shipment volume decreased 5% to
170,600 tons for the same period. For both the quarter and
year-to-date comparisons, volume declines were due mainly to the
discontinuance of the school papers business which was sold on
January 2, 2000.
* Matters discussed in this report with respect to the Company's
expectations are forward-looking statements that involve risks and
uncertainties. See "Information Concerning Forward-Looking
Statements."
-7-
The Towel & Tissue Group's second quarter 2000 sales were $42.6 million
or 11% higher than second quarter sales in 1999 of $38.4 million.
While volume increased 3% to 31,400 tons in the second quarter of 2000
<PAGE>
compared to the second quarter of 1999, the average selling price
combined with improved product mix increased net sales. Year-to-date
sales for the Towel & Tissue Group increased 11% to $81.5 million in
2000 compared to $73.4 million in 1999. Increasing average selling
prices and volume gains of approximately 5% have contributed to the
increased net sales in 2000.
Order backlog for ongoing operations of 30,960 tons at June 30, 2000 is
down from the 37,790 tons at June 30, 1999. The decline is reflected
in all operating groups and indicates a more pronounced seasonal
softening of demand. The Company believes backlog totals do not
entirely indicate the strength of its business, since a substantial
percentage of orders are shipped out of inventory promptly upon receipt.
GROSS PROFIT
Gross profit for the three months ended June 30, 2000 was $31.9 million
or 13.0% of net sales, compared to gross profit for the same period of
1999 of $37.2 million or 15.9% of net sales. The decline in gross
profit margin from 1999 is due primarily to higher average pulp,
pulpwood and wastepaper prices, as well as higher energy costs than one
year ago. Six month year to date margins for 2000 declined by 4.2
percentage points as a result of similar business conditions to the
quarterly comparison. Continuing increases in raw material costs may
result in lower gross profit margins for the Company if the increased
costs are not recovered through higher selling prices.
The Specialty Paper Group's gross profit margin decreased from 10.4% of
net sales in the second quarter of 1999 to 9.5% this year. For the
first six months of 2000 gross profit margins were 8.5% for the
Specialty Paper Group, compared to 11.9% in the prior year's first six
months. This decline in margins was principally due to higher pulp
costs and increased other raw material costs, partially offset by
higher average selling prices and overall cost reduction initiatives.
The Printing & Writing Group's gross profit margin for the second
quarter of 2000 was 13.1% compared to 17.1% for the prior year. For
the first six months of 2000 gross profit margin was 13.1% compared to
17.4% for 1999. The decline in margin was due primarily to higher
market pulp and natural gas pricing. These unfavorable pressures were
slightly offset by product sales mix enhancements, increased product
pricing and cost reduction initiatives.
The gross profit margin for the Towel & Tissue Group was 20.7% for the
second quarter of 2000, a decrease of 4.5 percentage points from the
prior year's gross margin of 25.2%. For the first six months of 2000
the Group's gross profit margin declined to 19.7% compared to 25.0% in
1999. Total shipments increased 3% in the second quarter and 5% in the
first six months of 2000 compared to the same periods last year.
Volume increases along with improved production levels, cost reduction
initiatives and higher average selling prices favorably impacted gross
profit margins for both the second quarter and the first half of 2000.
However, increased wastepaper costs during both comparative periods
resulted in overall lower gross profit margins.
-8-
<PAGE>
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses for the three months ended June 30,
2000 were $13.7 million compared to $19.5 million in the same period in
1999. Adjustments for incentive compensation programs based on the
market price of the Company's stock accounted for $5.0 million of the
quarter over quarter variance as income of $2.1 million was recorded
for the current quarter compared to an expense adjustment of $2.9
million in the second quarter of 1999. The balance of the decrease in
expense is attributable to ongoing cost reduction efforts and reduced
incentive compensation.
For the six months ended June 30, 2000, selling and administrative
expenses, excluding the first quarter 2000 restructuring charge, were
$33.5 million compared to $33.0 million in the first half of 1999.
Income for stock incentive programs was $1.1 million in 2000 compared
to expense of $0.6 million in 1999. The year-to-date increase was due
to a first quarter of 2000 expense of $2.7 million that was recorded
for costs associated with the resignation of the Company's President
and Chief Executive Officer offset by ongoing cost reduction efforts
and reduced incentive compensation expense.
CAPITAL RESOURCES AND LIQUIDITY
CASH PROVIDED BY OPERATIONS
For the six months ended June 30, 2000, cash provided by operations was
$31.2 million, compared to $34.2 million for the same period of 1999.
The decrease in operating cash flows was principally due to reduced
current year earnings and overall increases in working capital needs.
CAPITAL EXPENDITURES
Capital expenditures totaled $35.0 million for the six months ended
June 30, 2000, compared to $40.3 million for the same period last year.
During the first six months of 2000, the Specialty Paper Group spent
$15.8 million on the High Performance Liner (HPL) project at the
Rhinelander mill. The HPL project is on schedule and is expected to be
completed in September of 2000. In addition, $4.5 million was spent at
the Mosinee mill on Cluster Rule Compliance projects. The Printing &
Writing Group spent $1.3 million on a fiber optimization project at the
Groveton mill, as well as $.9 million on Cluster Rule Compliance and
$1.1 million on a dryend upgrade project at the Brokaw mill during the
first six months of 2000.
FINANCING
Total current and long-term debt increased for the six months ended
June 30, 2000 to $229.5 million. The increase in total debt from
December 1999 is principally due to the increase in working capital
needs from year-end.
-9-
Interest expense was $3.7 million in the second quarter of 2000
compared to $2.6 million in the same period of 1999. The increase in
interest expense is the result of higher funded debt levels and higher
borrowing rates in 2000 compared to 1999.
<PAGE>
Cash provided by operations and the Company's borrowing capacity are
expected to meet capital needs and dividends. The Company has
approximately $128 million in borrowings available from existing bank
facilities as of June 30, 2000.
COMMON STOCK REPURCHASE
In April 2000, the Board of Directors increased the number of shares
covered by its August 1998 stock repurchase authorization by 2,571,000
shares. This brought the total remaining authority to 2,788,974 shares
as of April 20, 2000. During the second quarter, 60,300 shares of the
Company's stock was repurchased leaving 2,728,674 shares under
authorization.
DIVIDENDS
A dividend declared in December, 1999, of $.08 per share was paid
February 14, 2000. At the April 20, 2000 meeting, the Board of
Directors approved a 6% increase in the cash dividend. The quarterly
cash dividend of $.085 per share was paid on May 17, 2000. On June 22,
2000, the Board of Directors declared a quarterly cash dividend of
$.085 payable August 16, 2000 to shareholders of record on August 2,
2000.
INFORMATION CONCERNING FORWARD LOOKING STATEMENTS
This report contains certain of management's expectations and other
forward-looking information regarding the Company pursuant to the safe-
harbor provisions of the Private Securities Litigation Reform Act of
1995. While the Company believes that these forward-looking statements
are based on reasonable assumptions, such statements are not guarantees
of future performance and all such statements involve risk and
uncertainties that could cause actual results to differ materially from
those contemplated in this report. The assumptions, risks and
uncertainties relating to the forward-looking statements in this report
include general economic and business conditions, changes in the prices
of raw materials, competitive pricing in the markets served by the
Company as a result of economic conditions or overcapacity in the
industry, manufacturing problems at Company facilities and various
other risks and assumptions. These and other assumptions, risks and
uncertainties are described under the caption "Cautionary Statement
Regarding Forward-Looking Information" in Item 1 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1999, and,
from time to time, in the Company's other filings with the Securities
and Exchange Commission.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no material change in the information provided in
response to Item 7A of the Company's Form 10-K for the year ended
December 31, 1999.
-10-
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
RECENT DEVELOPMENTS CONCERNING ANTITRUST LITIGATION.
<PAGE>
In March and April, 2000, the Company's subsidiary, Bay West Paper
Corporation ("Bay West"), entered into settlement agreements, without
any admission of liability, with the Attorneys General of the States of
Florida, New York, Maryland, and West Virginia concerning the
litigation which began in 1997, when the Attorney General of the State
of Florida filed a civil complaint in the United States District Court
for the Northern District of Florida against ten manufacturers of
commercial sanitary paper products, including Bay West. The lawsuit
alleged a conspiracy to fix prices of commercial sanitary paper
products starting at least as early as 1993. The settlement agreements
provide for the Company to make cash payments and provide certain Bay
West towel and tissue products. The cost of the settlements is not
material to the Company. The federal lawsuit filed by the Attorney
General of the State of Kansas was dismissed and no further action has
been taken by the State of Kansas.
Bay West, along with the other defendants, has entered into a
settlement agreement, without any admission of liability, in the
class action suits filed by private direct purchasers of commercial
sanitary paper products. These separate class actions were
consolidated for trial in the United States District Court for the
Northern District of Florida. The settlement agreement is subject to
approval by the court and the plaintiff class. The Company expects
that such approval will be forthcoming and took a one-time pre-tax
charge of $2.0 million in the second quarter of 2000 to cover the cost
of the settlement and other expenses related to the litigation.
Bay West, along with the other defendants, has also entered into
settlement discussions with respect to claims in California and
Tennessee by indirect purchasers of sanitary commercial paper products
under state antitrust law. The Company expects that the amount of any
settlement would not be material to the Company as, in the opinion of
management, Bay West has not violated any antitrust laws.
In March, 2000, the plaintiff in the indirect purchaser suit filed in
Wisconsin agreed to dismiss its claims. Class certification was denied
to the plaintiff in an indirect purchaser claim brought in Minnesota
state court and that action was dismissed in May, 2000.
-11-
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of shareholders of the Company was held on April 20,
2000.
<PAGE>
The matters voted upon, including the number of votes cast for, against
or withheld, as well as the number of abstentions and broker non-votes,
as to each such matter were as follows:
<TABLE>
<CAPTION>
MATTER SHARES VOTED
Broker
FOR AGAINST WITHHELD ABSTAIN NON-VOTE
1. Election of Class I
Directors
<S> <C> <C> <C> <C> <C>
(a) Walter Alexander 46,658,647 N/A 1,472,621 N/A 0
(b) San W. Orr, Jr. 43,444,129 N/A 4,687,139 N/A 0
(c) David B. Smith, Jr. 46,884,814 N/A 1,246,454 N/A 0
2. Approval of the 47,932,143 97,877 N/A 101,248 0
appointment of Wipfli
Ullrich Bertelson LLP as
independent auditors for
the year ending December
31, 2000
</TABLE>
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:
Exhibit
NUMBER DESCRIPTION
3.1 Restated Articles of Incorporation, as amended October
21, 1998 (incorporated by reference to Exhibit 3.1 to the
Company's Current Report on Form 8-K dated October 21,
1998)
3.2 Restated Bylaws, as amended December 17, 1997
(incorporated by reference to Exhibit 4.2 to the
Company's Registration Statement on Form S-8 dated
December 17, 1997)
4.1 Rights Agreement, dated as of October 21, 1998, between
the Company and Harris Trust and Savings Bank, including
the Form of Restated Articles of Incorporation as Exhibit
A and the Form of Rights Certificate as Exhibit B
-12-
(incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated October 21,
1998)
4.2 Summary of Rights to Purchase Preferred Shares, Exhibit C
to Rights Agreement filed as Exhibit 4.1 hereto
(incorporated by reference to Exhibit 4.2 to the
Company's Registration Statement on Form 8-A, filed on
October 29, 1998)
<PAGE>
4.3 $138,500,000 Note Purchase Agreement dated August 31,
1999 (incorporated by reference to Exhibit 4.3 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1999)
4.4 $200,000,000 Revolving Credit Agreement dated December
10, 1999 among Registrant and Bank of America, N.A., Bank
One, NA, M&I Marshall & Ilsley Bank, and Harris Trust and
Savings Bank (incorporated by reference to Exhibit 4.4 to
the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999)
10.1 Supplemental Retirement Plan, as last amended March 4,
1999 (incorporated by reference to Exhibit 10.1 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998)*
10.2 1988 Stock Appreciation Rights Plan, as last amended
March 4, 1999 (incorporated by reference to Exhibit 10.4
to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998)*
10.3 1988 Management Incentive Plan, as last amended March 4,
1999 (incorporated by reference to Exhibit 10.5 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998)*
10.4 1990 Stock Appreciation Rights Plan, as last amended
March 4, 1999 (incorporated by reference to Exhibit 10.6
to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998)*
10.5 Deferred Compensation Agreement dated July 1, 1994, as
last amended March 4, 1999 (incorporated by reference to
Exhibit 10.7 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998)*
10.6 1991 Employee Stock Option Plan, as last amended March 4,
1999 (incorporated by reference to Exhibit 10.8 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998)*
10.7 1991 Dividend Equivalent Plan, as last amended March 4,
1999 (incorporated by reference to Exhibit 10.9 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998)*
-13-
10.8 Supplemental Retirement Benefit Plan dated January 16,
1992, as last amended March 4, 1999 (incorporated by
reference to Exhibit 10.10 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31,
1998)*
10.9 Directors' Deferred Compensation Plan, as last amended
March 4, 1999 (incorporated by reference to Exhibit 10.11
to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998)*
<PAGE>
10.10 Directors Retirement Benefit Policy, as amended April 16,
1998 (incorporated by reference to Exhibit 10.12 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998)*
10.11 Mosinee Paper Corporation 1985 Executive Stock Option
Plan, as last amended March 4, 1999 (incorporated by
reference to Exhibit 10.14 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31,
1998)*
10.12 Mosinee Paper Corporation 1988 Stock Appreciation Rights
Plan, as last amended March 4, 1999 (incorporated by
reference to Exhibit 10.15 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31,
1998)*
10.13 Mosinee Paper Corporation Supplemental Retirement Benefit
Agreement dated November 15, 1991, as last amended March
4, 1999 (incorporated by reference to Exhibit 10.18 to
the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998)*
10.14 Mosinee Paper Corporation 1994 Executive Stock Option
Plan, as last amended March 4, 1999 (incorporated by
reference to Exhibit 10.19 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31,
1998)*
10.15 Incentive Compensation Plan for Executive Officers (1998)
(incorporated by reference to Exhibit 10.20 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998)*
10.16 1999 Incentive Compensation Plan for Executive Officers
(incorporated by reference to Exhibit 10.21 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998)*
10.17 2000 Incentive Compensation Plan for Executive Officers
(incorporated by reference to Exhibit 10.17 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999)*
10.22 Former President and CEO Severance Agreement*
21.1 Subsidiaries (incorporated by reference to Exhibit 21.1
to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998)
-14-
27.1 Financial Data Schedule (filed electronically only)
*Executive compensation plans or arrangements. All plans are sponsored
or maintained by the Company unless otherwise noted.
(b)Reports on Form 8-K:
None
-15-
<PAGE>
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 11, 2000 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 JUNE 30, 1999
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. '232.102(d))
EXHIBIT 27.1 FINANCIAL DATA SCHEDULE
