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, 1999
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)
WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS AND INVESTMENT PLAN
Mosinee, Wisconsin
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
Year Ended December 31, 1999
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WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS AND INVESTMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Year Ended December 31, 1999
<PAGE>
TABLE OF CONTENTS
PAGE
Independent Auditor's Report 4
Financial Statements:
Statements of Net Assets Available for Benefits 5
Statement of Changes in Net Assets Available for Benefits 6
Notes to Financial Statements 7
Supplemental Schedules:
Schedule 1 - Item 27a - Schedule of Assets Held
for Investment Purposes 15
Schedule 2 - Item 27d - Schedule of Reportable
(5%) Transactions 16
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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, 1999 and 1998, and the related statement of
changes in net assets available for benefits for the year ended
December 31, 1999. 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.
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, 1999 and 1998, and changes in net assets available for
benefits for the year ended December 31, 1999 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
<PAGE>
assets held for investment purposes and reportable transactions as of
and for the year ended December 31, 1999 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, 1999, 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 23, 2000
Wausau, Wisconsin
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WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS AND INVESTMENT PLAN
<TABLE>
<CAPTION>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1999 and 1998
1999 1998
<S> <C> <C>
Assets
Receivables:
Company contributions $ 438,111 $ 603,901
Participant contributions 100,562 491,960
Income 122,521 110,386
Investments 184,693,513 147,655,284
Total assets 185,354,707 148,861,531
Net assets available for benefits $185,354,707 $148,861,531
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
</TABLE>
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<PAGE>
WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS AND INVESTMENT PLAN
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 1999
<S> <C>
Additions:
Company contributions $ 2,606,612
Participant deferral contributions 10,117,527
Participant rollover contributions 1,483,061
Net investment income 36,769,654
Total additions 50,976,854
Deductions:
Participant benefits and withdrawals 14,271,769
Administrative expenses 211,909
Total deductions 14,483,678
Net additions 36,493,176
Net assets available for benefits at beginning 148,861,531
Net assets available for benefits at end $185,354,707
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
</TABLE>
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WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS AND INVESTMENT PLAN
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").
On 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 5 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 Income 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. Participants direct the
investment of their contributions into various investment options
offered by the Plan. The Plan currently has 21 funds as investment
options for participants. 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.
NON-BARGAINED EMPLOYEES
The Company currently matches participant contributions at a rate of
$0.35 for every $1 contributed up to 6% of a participant's annual wages
as defined in the plan.
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Effective January 1, 1998, the Plan was amended to allow the Board of
Directors to determine the discretionary contribution to be made for
participants employed on the last day of the year. The discretionary
matching contribution calculation for 1998 was based on pretax return
on equity. For each 1% that the pretax return on average stockholder's
equity exceeds 20%, the Company contributes $0.07 per dollar of
participant contributions, up to 6% of a participant's annual wages.
Based on the Company's 1998 performance, the calculation yielded a
discretionary profit-sharing contribution of $0.36 per dollar
contributed by participants. There was no discretionary profit-sharing
contribution for the year ended December 31, 1999 as the pretax return
did not exceed 20%.
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 eligible collectively bargained employees
as participants.
The Company matching contribution differs by division and subsidiary.
Employees of certain divisions and subsidiaries of the Company do not
receive a matching contribution while other employees receive a
matching contribution. The maximum matching contribution of any
subsidiary or division of the Company was $1.93 per $1.00 contributed
up to 3% of a participant's annual gross compensation through June 30,
1999. Effective July 1, 1999 the maximum matching contribution of any
subsidiary or division of the Company is $1.95 per $1.00 contributed up
to 3% of a participant's annual gross compensation.
<PAGE>
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 non-bargained or bargained.
Non-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. 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, rollover 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.
FORFEITURES
Plan forfeitures arise as a result of participants who terminate
service with the Company before becoming fully vested in the Company's
contribution. All forfeitures are used to either reduce future Company
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contributions or are allocated to particpant accounts in accordance with
the Plan document. The amount of forfeitures available at December
31, 1999 and 1998 was $733,134 and $592,955, respectively.
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
benefits committee. Interest rates on existing loans range from 7.00%
to 10.00%. Principal and interest are paid ratably through payroll
deductions. Upon termination of employment, outstanding balances
become due and payable to the Plan.
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.
<PAGE>
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.
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.
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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
M&I Stable Principal Fund and the Nationwide Indexed Fixed Option are
stated at contract amounts which approximate 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.
<PAGE>
PAYMENT OF BENEFITS
Benefit payments to participants are recorded upon distribution.
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NOTE 3 - INVESTMENTS
The following represents a summary of the market value of investments
at December 31, 1999 and 1998. Investments that individually represent
5% or more of the Plan's net assets available for benefits are
separately identified.
<TABLE>
<CAPTION>
ASSET MARKET VALUE
Investments at Fair Value as
1999 1998
DETERMINED BY QUOTED MARKET PRICE
<S> <C> <C>
Common/collective trusts:
Northern Capital Management Fund $ 48,875,822 $ 55,907,894
OTHER* 4,596,823 3,775,409
TOTAL COMMON/COLLECTIVE TRUSTS 53,472,645 59,683,303
POOLED SEPARATE ACCOUNTS 2,744,178 1,420,754
Registered investment companies:
Fidelity Magellan Fund 12,974,106 9,052,451
Dreyfus S & P 500 Index Fund 12,892,218 3,277,589
Janus Twenty Fund 31,213,251 5,222,764
Brandywine Blue Chip Fund 14,245,909 15,130,567
PBHG Growth Fund 8,529,688 8,228,617
OTHER 21,727,579 21,341,414
TOTAL REGISTERED INVESTMENT COMPANIES 101,582,751 62,253,402
INVESTMENTS AT ESTIMATED VALUE
PARTICIPANT LOANS 1,439,346 716,497
INVESTMENTS AT CONTRACT VALUE
Investment contracts between financial
institutions:
M&I Stable Principal Fund 25,454,593 19,826,210
Nationwide Indexed Fixed Option 3,755,118
TOTAL INVESTMENTS $184,693,513 $147,655,284
<FN>
* Includes Wausau-Mosinee Paper Corporation Common Stock Fund of
$4,596,823 and $2,270,112 for the years ended December 31, 1999 and
1998, respectively.
</TABLE>
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<PAGE>
During 1999, the Plan's investments (including investments bought,
sold, and held during the year) appreciated in value as follows:
<TABLE>
<CAPTION>
Investments at Fair Value Net Change
DETERMINED BY QUOTED MARKET PRICE in Fair Value
<S> <C>
Common/collective trusts $ 6,004,759
Pooled separate accounts 499,886
REGISTERED INVESTMENT COMPANIES 28,745,120
35,249,765
INVESTMENTS AT ESTIMATED FAIR VALUE
PARTICIPANT LOANS 98,911
INVESTMENTS AT CONTRACT VALUE
INVESTMENT CONTRACTS BETWEEN FINANCIAL INSTITUTIONS 1,420,978
NET CHANGE IN FAIR VALUE $ 36,769,654
</TABLE>
NOTE 4 - INVESTMENT CONTRACT
In 1999 and 1998, the Plan maintained an investment contract with
Marshall & Ilsley Trust Company ("M&I"). Contributions are maintained
in a pooled account. The account is credited with earnings on the
underlying investments and charged for plan withdrawals and
administrative expenses charged by M&I. The contract is included
in the financial statements at contract value, which approximates fair
value, as reported to the Plan by M&I. Contract value represents
contributions made under the contract, plus earnings, less plan
withdrawals and administrative expenses. The average yield and
crediting interest rates on the contract were 5.99 and 6.05 percent
for the year ended December 31, 1999 and 6.20 and 5.93 percent for the
year ended December 31, 1998. The basis and frequency of determining
the crediting interest rate is done on a daily basis. There were no
guarantees or limitations on the contract at December 31, 1999 and
1998.
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
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.
<PAGE>
NOTE 6 - 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
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<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.
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:
<TABLE>
<CAPTION>
Receivables:
<S> <C>
Company contributions $140,333
Participant contributions 435,727
Income 110,386
INVESTMENTS AT FAIR VALUE 123,092,268
TOTAL $123,778,714
</TABLE>
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SUPPLEMENTAL SCHEDULES
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<PAGE>
<TABLE>
WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS AND INVESTMENT PLAN
<CAPTION>
SCHEDULE 1 - ITEM 27A
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
PLAN'S EIN#39-0690900 PLAN #003
(a) (b) (c) (d) (e)
<S> <C> <C> <C>
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
Marshall & Ilsley Trust Company Registered investment company - Fidelity Magellan Fund * 12,974,106
Wausau-Mosinee Paper Corporation Common/collective trust - Wausau-Mosinee Paper Corp Com
Stock Fund * 4,596,823
Marshall & Ilsley Trust Company Registered investment company - Strong Growth Fund * 2,978,197
Marshall & Ilsley Trust Company Registered investment company - Dreyfus A Bonds Plus * 295,930
Marshall & Ilsley Trust Company Registered investment company - Fidelity Puritan Fund * 2,323,119
Marshall & Ilsley Trust Company Registered investment company - Dreyfus S & P 500 Index
Fund * 12,892,218
Marshall & Ilsley Trust Company Registered investment company - Janus Twenty Fund * 31,213,251
Marshall & Ilsley Trust Company Registered investment company - Janus Worldwide Fund * 8,508,416
Marshall & Ilsley Trust Company Registered investment company - Warburg Pincus Emerging
Growth Fund * 526,239
Marshall & Ilsley Trust Company Pooled separate account - M&I Diversified Stock Portfolio * 1,232,622
Marshall & Ilsley Trust Company Pooled separate account - M&I Aggressive Stock Portfolio * 137,552
Marshall & Ilsley Trust Company Pooled separate account - M&I Diversified Income Portfolio * 269,614
Marshall & Ilsley Trust Company Pooled separate account - M&I Growth Balanced Portfolio * 371,363
Marshall & Ilsley Trust Company Pooled separate account - M&I Aggressive Balanced Portfolio * 537,519
Marshall & Ilsley Trust Company Pooled separate account - M&I Moderate Balanced Portfolio * 195,508
Marshall & Ilsley Trust Company Investment contract - M&I Stable Principal Fund * 25,454,593
Marshall & Ilsley Trust Company Common/collective trust - Northern Capital Management Fund * 48,875,822
Marshall & Ilsley Trust Company Registered investment company - Fidelity Advisor Equity
Income Fund * 3,453,910
Marshall & Ilsley Trust Company Registered investment company - Brandywine Blue Chip Fund * 14,245,909
Marshall & Ilsley Trust Company Registered investment company - PBHG Growth Fund * 8,529,688
Marshall & Ilsley Trust Company Registered investment company - Vanguard International
Growth Fund * 3,641,768
Participant Loans Rate during year 7% - 10% 0 1,439,346
<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.
</TABLE>
See Independent Auditor's Report.
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<PAGE>
<TABLE>
WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS AND INVESTMENT PLAN
<CAPTION>
SCHEDULE 2 - ITEM 27D
SCHEDULE OF REPORTABLE (5%) TRANSACTIONS
YEAR ENDED DECEMBER 31, 1999
PLAN'S EIN #39-6090900 PLAN #003
(a) (b) (c) (d) (e) (f) (g) (h)
Current Value
Expense of Asset on
Identity of Description Purchase Selling Lease Incurred With Cost Transaction
PARTY INVOLVED OF ASSET PRICE PRICE RENTAL TRANSACTION OF ASSET DATE
<S> <C> <C> <C> <C> <C> <C>
Marshall & Ilsley Registered investment company
Trust Company Brandywine Blue Chip Fund N/A 8,226,793 N/A N/A 7,908,079 8,226,793
Marshall & Ilsley Registered investment company
Trust Company Dreyfus S&P 500 Index Fund 16,698,007 N/A N/A N/A N/A 16,698,007
Marshall & Ilsley Registered investment company
Trust Company Fidelity Magellan Fund 15,566,170 N/A N/A N/A N/A 15,566,170
Marshall & Ilsley Registered investment company
Trust Company Janus Worldwide Fund 11,593,554 N/A N/A N/A N/A 11,593,554
Marshall & Ilsley Registered investment company
Trust Company Janus Twenty Fund 32,977,084 10,541,998 N/A N/A 9,486,754 32,977,084
Marshall & Ilsley Common/collective trust
Trust Company Northern Capital Management Fund N/A 19,585,370 N/A N/A 19,180,781 19,585,370
Marshall & Ilsley Investment contract
Trust Company M&I Stable Principal Fund 26,559,155 20,895,416 N/A N/A 20,895,416 26,559,155
<FN>
</TABLE>
See Independent Auditor's Report.
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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 27, 2000 MICHAEL L. MCDONALD
Michael L. McDonald
Chairman
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<PAGE>
EXHIBIT INDEX
TO
FORM 11-K
OF
WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS AND INVESTMENT PLAN
FOR THE YEAR ENDED DECEMBER 31, 1999
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. <section>232.102(d))
EXHIBIT 23 - Consent of Independent Accountants
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