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 SEPTEMBER 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 October 31, 2000 was
51,266,391.
WAUSAU-MOSINEE PAPER CORPORATION
AND SUBSIDIARIES
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
<PAGE>
Item 1. Financial Statements
Consolidated Statements of
Income, Three Months and Nine Months Ended
September 30, 2000 (unaudited) and
September 30, 1999 (unaudited) 1
Condensed Consolidated Balance
Sheets, September 30, 2000 (unaudited)
and December 31, 1999 (derived from
audited financial statements) 2
Condensed Consolidated Statements
of Cash Flows, Nine Months
Ended September 30, 2000 (unaudited)
and September 30, 1999 (unaudited) 3
Notes to Condensed Consolidated
Financial Statements 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 12
Item 6. Exhibits and Reports on Form 8-K 13-15
(i)
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
Wausau-Mosinee Paper Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
($ thousands, except per share data - unaudited) 2000 1999 2000 1999
<S> <C> <C> <C> <C>
NET SALES $ 240,685 $ 245,825 $ 729,505 $ 706,523
Cost of products sold 214,848 212,128 642,942 597,004
Restructuring charge-inventory 0 0 599 0
Total cost of sales 214,848 212,128 643,541 597,004
GROSS PROFIT 25,837 33,697 85,964 109,519
Selling and administrative expenses 14,157 15,343 48,681 47,830
Stock-based incentive plan income (205) (4,185) (1,258) (3,630)
Restructuring charge-other 0 0 24,401 0
Total 13,952 11,158 71,824 44,200
OPERATING PROFIT 11,885 22,539 14,140 65,319
Interest expense (3,942) (3,224) (11,390) (8,314)
Other income (expense), net (357) (439) (2,317) 102
EARNINGS BEFORE INCOME TAXES 7,586 18,876 433 57,107
Provision for income taxes 2,840 7,090 810 21,490
NET EARNINGS (LOSS) $ 4,746 $ 11,786 ($ 377) $ 35,617
NET EARNINGS (LOSS) PER SHARE BASIC $ 0.09 $ 0.23 ($ 0.01) 0.68
NET EARNINGS (LOSS) PER SHARE DILUTED $ 0.09 $ 0.23 ($ 0.01) $ 0.68
Weighted average shares outstanding-basic 51,332,587 52,185,355 51,382,290 52,548,168
Weighted average shares outstanding-diluted 51,334,080 52,287,101 51,407,413 52,661,620
</TABLE>
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<PAGE>
<TABLE>
Wausau-Mosinee Paper Corporation
CONSOLIDATED BALANCE SHEETS
<CAPTION>
($ thousands*) SEPTEMBER 30, December 31,
2000 1999
Assets
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 4,436 $ 5,397
Receivables, net 83,692 73,977
Refundable income taxes 0 1,638
Inventories 154,810 155,822
Deferred income taxes 21,930 14,747
Other current assets 2,103 730
Total current assets 266,971 252,311
Property, plant and equipment, net 674,821 653,823
Other assets 34,408 30,328
TOTAL ASSETS $976,200 $ 936,462
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 238 $ 230
Accounts payable 63,587 63,876
Accrued and other liabilities 67,359 47,383
Total current liabilities 131,184 111,489
Long-term debt 251,002 220,476
Deferred income taxes 105,283 103,386
Postretirement benefits 59,824 58,885
Pension 30,727 35,019
Other liabilities 14,446 13,447
Total liabilities 592,466 542,702
Stockholders' equity 383,734 393,760
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 976,200 $ 936,462
<FN>
*The consolidated balance sheet at September 30, 2000 is unaudited.
The December 31, 1999 consolidated balance sheet is derived from
audited financial statements.
</TABLE>
-2-
<PAGE>
<TABLE>
Wausau-Mosinee Paper Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
Nine Months Ended
September 30,
($ thousands - unaudited) 2000 1999
<S> <C> <C>
Net cash provided by operating activities $ 48,030 $ 54,654
Capital expenditures (65,898) (62,748)
Borrowings under credit agreements 30,698 49,031
Dividends paid (12,849) (12,120)
Purchase of company stock (913) (29,953)
Proceeds on sale of property, plant and
equipment 142 738
Other investing and financing activities (171) 443
Net increase (decrease) in cash ($ 961) $ 45
</TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. The accompanying 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 $21.4 million in related asset write-downs and
disposition costs.
-3-
<PAGE>
<TABLE>
Note 3. The following table provides earnings and per share data for
the Company:
<CAPTION>
($ thousands, except per share amounts)
Three Months Nine Months
Ended September 30, Ended September 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Basic diluted income available
to shareholders (numerator)
Net earnings (loss) $4,746 $11,786 ($377) $35,617
Shares (denominator)
Average shares outstanding 51,332,587 52,185,355 51,382,290 52,548,168
Dilutive securities:
Stock option plans 1,493 101,746 25,123 113,452
Total 51,334,080 52,287,101 51,407,413 52,661,620
Basic per share amounts:
Net earnings (loss) $ 0.09 $ 0.23 ($ 0.01) $ 0.68
Diluted per share amounts:
Net earnings (loss) $ 0.09 $ 0.23 ($ 0.01) $ 0.68
</TABLE>
<TABLE>
Note 4. Accounts receivable consisted of the following:
<CAPTION>
($ thousands) SEPTEMBER 30, December 31,
2000 1999
<S> <C> <C>
Customer Accounts $94,788 $82,592
Misc. Notes and Accounts Receivable 2,244 2,670
Subtotal 97,032 85,262
Less: Allowances for Discounts,
Doubtful Accounts and Pending Credits 13,340 11,285
Receivables, Net $83,692 $73,977
</TABLE>
<TABLE>
Note 5. The various components of inventories were as follows:
<CAPTION>
($ thousands) SEPTEMBER 30, December 31,
2000 1999
<S> <C> <C>
Raw Materials and Supplies $ 87,807 $ 87,551
Finished Goods and Work in Process 96,064 93,370
Subtotal 183,871 180,921
Less: LIFO Reserve ( 29,061) ( 25,099)
Net inventories $154,810 $155,822
</TABLE>
Note 6. The accumulated depreciation on fixed assets was $510,551,000
as of September 30, 2000 and $477,391,000 as of December 31,
1999. The provision for depreciation,
-4-
amortization and depletion for the nine months ended September
30, 2000 and September 30, 1999 was $43,703,000 and
$38,829,000, respectively.
<PAGE>
Note 7. Interim Segment Information
FACTORS USED TO IDENTIFY REPORTABLE SEGMENTS
The Company's operations are classified into three principal reportable
segments, the Specialty Paper Group, the Printing & Writing Group and
the Towel & Tissue Group, each providing different products. Separate
management of each segment is required because each business unit is
subject to different marketing, production and technology strategies.
PRODUCTS FROM WHICH REVENUE IS DERIVED
The Specialty Paper Group produces specialty papers at its
manufacturing facilities in Rhinelander, Wisconsin; Mosinee,
Wisconsin; and Jay, Maine. The Printing & Writing Group produces
a broad line of premium printing and writing grades at manufacturing
facilities in Brokaw, Wisconsin and Groveton, New Hampshire. The
Printing & Writing Group also includes converting facilities which
produce wax-laminated roll wrap and related specialty finishing and
packaging products, and a converting facility which converts printing
and writing grades. The Towel & Tissue Group markets a complete line
of towel, tissue, soap and dispensing systems for the "away-from-home"
market. The Towel & Tissue Group operates a paper mill in Middletown,
Ohio and a converting facility in Harrodsburg, Kentucky.
<TABLE>
RECONCILIATIONS
The following are reconciliations to corresponding totals in the
accompanying consolidated financial statements:
<CAPTION>
Three Months Nine Months
Ended Sept. 30, Ended Sept. 30,
($ in thousands-unaudited) 2000 1999 2000 1999
<S> <C> <C> <C> <C>
Net sales external customers
Specialty Paper $ 97,891 $103,549 $311,899 $301,059
Printing & Writing 95,299 100,091 288,642 289,875
Towel & Tissue 47,495 42,185 128,964 115,589
$240,685 $245,825 $729,505 $706,523
Net sales intersegment
Specialty Paper $ 205 $ 1,638 $ 1,651 $ 8,784
Printing & Writing 2,012 1,004 5,685 1,884
Towel & Tissue 0 3 22 101
$ 2,217 $ 2,645 $ 7,358 $ 10,769
-5-
Operating profit (loss)
Specialty Paper $ 2,368 $ 1,850 $ 11,250 $ 15,671
Specialty Paper-restruc-
turing charge (Note 2) 0 0 (25,000) 0
Total Specialty Paper 2,368 1,850 (13,750) 15,671
Printing & Writing 3,316 11,849 18,618 33,963
Towel & Tissue 7,246 6,421 16,511 18,189
Total reportable segment
operating profit 12,930 20,120 21,379 67,823
Corporate & eliminations (1,045) 2,419 (7,239) (2,504)
Interest expense (3,942) (3,224) (11,390) (8,314)
Other income (expense) (357) (439) (2,317) 102
Earnings before income taxes $ 7,586 $ 18,876 $ 433 $ 57,107
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEPTEMBER 30, December 31,
($ in thousands-unaudited) 2000 1999
Segment Assets
<S> <C> <C>
Specialty Paper $ 422,919 $ 396,624
Printing & Writing 314,515 309,507
Towel & Tissue 184,859 183,103
Corporate & Unallocated* 53,907 47,228
$ 976,200 $ 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-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS*
RESULTS OF OPERATIONS
NET SALES
For the three months ended September 30, 2000, net sales for the
company were $240.7 million, a decrease of 2% from the prior year's
third quarter net sales of $245.8 million. The total tons shipped for
the three months ended September 30, 2000 were 200,500 tons, a decrease
of 8% from the prior year's third quarter. For the first nine months
of 2000, net sales were $729.5 million compared to $706.5 million in
1999, or an increase of 3%. Shipments for the nine months ended
September 30, 2000 were 607,000 tons compared to 636,000 tons in the
prior year.
Net sales for the Specialty Paper Group were $97.9 million compared to
$103.5 million for the third quarters of 2000 and 1999, respectively.
Total tons shipped were 79,500 compared to 90,900 for the third quarter
of 2000 compared to1999. The reduction in net sales dollars and
shipping volume was principally due to the closure of The Sorg Paper
Company on May 15, 2000. At ongoing operations, the number of tons
shipped declined on a quarter-over-quarter basis; however, higher
average selling prices in concert with mix changes resulted in similar
net sales dollars for comparable quarters. For the first nine months
of 2000, Specialty Paper Group sales were $311.9 million, an increase
of 4% over the same period a year ago. Shipment volume was 259,000
tons in the first nine months of 2000 and was down 4% from the
comparable period in 1999. As discussed in the quarter-over-quarter
comparison, the closure of The Sorg Paper Company was the principal
reason for a reduction in sales volume, while higher average selling
prices and mix changes increased net sales dollars.
Third quarter sales for the Printing & Writing Group were $95.3 million
in 2000 compared to $100.1 million in 1999, a decrease of 5%. Although
average selling prices improved approximately 4% from the third quarter
of 1999, shipment volume decreased 9% to 84,900 tons in the third
quarter of 2000 compared to 92,900 tons in the comparable quarter of
<PAGE>
1999. Increased average selling prices offset by declines in shipping
volume resulted in Printing & Writing sales of $288.6 million for the
first nine months of 2000, very near the first nine months of 1999
sales of $289.9 million. In 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.
Net sales for the Towel & Tissue Group for the quarter ended September
30, 2000 were $47.5 million, an increase of 13% over the third quarter
net sales in 1999. Shipments were up 6% over the third quarter's
volume in 1999 and were 36,000 tons in the third quarter of 2000. Net
sales for the Towel & Tissue Group were $129.0 million for the first
nine months of 2000 compared to $115.6 million in the same period of
1999. Shipments improved to 97,000 tons,
* 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-
an increase of 5% over that of the first nine months of 1999. For both
quarter and year-to-date comparisons, increased average selling prices
and volume gains at the Towel & Tissue Group have contributed favorably
to net sales in 2000 compared to 1999.
Order backlog was 28,000 tons at September 30, 2000. However, 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 September 30, 2000 was $25.8
million or 10.7% of net sales, compared to gross profit for the same
period of 1999 of $33.7 million or 13.7% of net sales. The decline in
gross profit margin from 1999 is due primarily to higher average pulp
and fiber costs, as well as, higher energy costs. Nine month
year-to-date margins for 2000 declined by 3.7 percentage points as a
result of similar business conditions to the quarterly comparison.
Continuing increases in raw material and energy costs may result in
lower gross profit margins for the Company if the increased costs are
not recovered through higher selling prices.
The quarter-over-quarter gross profit margin for the Specialty Paper
Group remained unchanged at 6.8% of net sales in the third quarter of
2000. Raw material and other manufacturing costs increased during the
quarter; however, higher average selling prices and cost reduction
efforts, as well as the effects of the closure of the Sorg Paper
Company on May 15, 2000, offset these increases on a
quarter-over-quarter basis. For the first nine months of 2000 gross
profit margins were 7.9% for the Specialty Paper Group, compared to
10.1% in the prior year's first nine months. On a year-over-year
comparison, increased raw material and manufacturing costs offset by
higher average selling prices and other cost reduction efforts reduced
gross profit margins.
<PAGE>
The Printing & Writing Group's gross profit margin for the third
quarter of 2000 was 8.8% compared to 16.9% for the prior year. For the
first nine months of 2000 gross profit margin was 11.7% compared to
17.3% for 1999. The decline in margin was due principally to higher
market pulp prices and rising natural gas prices, partially offset by
higher average selling prices and cost reduction initiatives.
The gross profit margin for the Towel & Tissue Group was 22.4% for the
third quarter of 2000 and was unchanged from the gross margin reported
in the third quarter of 1999. Although, as noted previously, the Towel
& Tissue Group experienced higher average selling prices and volume
gains quarter-over-quarter, increased wastepaper prices offset these
improvements. For the first nine months of 2000 the Group's gross
profit margin declined to 20.7% from 24.0% in the first nine months of
1999. Similar to the quarter-over-quarter comparisons, increased
wastepaper costs during comparative periods produced lower gross profit
margins despite volume increases, cost reduction efforts and higher
average selling prices.
-8-
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses for the three months ended
September 30, 2000 were $14.0 million compared to $11.2 million in the
same period in 1999. Adjustments for incentive compensation programs
based on the market price of the company's stock accounted for $4.0
million of the quarter over quarter variance as income of $.2 million
was recorded for the current quarter compared to an income adjustment
of $4.2 million in the third quarter of 1999. After considering these
adjustments, a quarter-over-quarter decrease is attributable to ongoing
cost reduction efforts and reduced incentive compensation and benefit
expense.
For the nine months ended September 30, 2000, selling and
administrative expenses were $47.4 million compared to $44.2 million in
the first nine months of 1999. Adjustments for stock incentive
programs resulted in income of $1.3 million in 2000 compared to income
of $3.6 million in 1999. The year-to-date increase over 1999 was due
to a first quarter expense of $2.7 million recorded for the costs
associated with the resignation of the Company's President and CEO in
February 2000 offset by ongoing cost reduction efforts, reduced
incentive compensation and postretirement benefit expense.
CAPITAL RESOURCES AND LIQUIDITY
CASH PROVIDED BY OPERATIONS
For the nine months ended September 30, 2000, cash provided by
operations was $48.0 million, compared to $54.7 million for the same
period of 1999. The decrease in operating cash flows was principally
due to reduced current year earnings.
CAPITAL EXPENDITURES
Capital expenditures totaled $65.9 million for the nine months ended
September 30, 2000, compared to $62.7 million for the same period last
year.
<PAGE>
During the first nine months of 2000, the Specialty Paper Group spent
$32.3 million on the High Performance Liner (HPL) project at the
Rhinelander mill. As of October 2000, the majority of the HPL project
has been placed in service, with final implementation expected in
January 2001. In addition, $9.1 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, $2.8 million on Cluster Rule Compliance and $1.1
million on a dryend upgrade project at the Brokaw mill during the first
nine months of 2000.
In total, the Company has spent $65.9 million in the first nine months
of 2000 for capital assets. At September 30, 2000, the company has
commitments to spend another $35.4 million. Total capital expenditures
for 2000 should approximate $100 million.
-9-
FINANCING
Total current and long-term debt increased for the nine months ended
September 30, 2000 to $251.2 million. The increase in total debt from
December 1999 is principally due to the increase in working capital
needs from year end and the funding of capital projects.
Interest expense was $3.9 million in the third quarter of 2000 compared
to $3.2 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.
Cash provided by operations and the Company's borrowing capacity are
expected to meet capital needs and dividends. During the quarter, a
letter of credit in the amount of $19 million maintained in connection
with the Company's industrial revenue bond was terminated and this
back-up financing is now reflected in the borrowing capacity available
under the existing bank facilities. The Company has approximately
$87.6 million in borrowing capacity available from existing bank
facilities at September 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. Under this authorization, the company
repurchased an aggregate of 100,300 shares during the nine-month period
ended September 30, 2000. An additional 50,000 shares were repurchased
subsequent to September 30, bringing the total remaining authorization
to 2,638,674 shares.
DIVIDENDS
Quarterly cash dividends of $.085 per share were paid on May 17, 2000
and August 16, 2000. On October 19, 2000, the Board of Directors
declared a quarterly cash dividend of $.085 payable November 15, 2000
to shareholders of record on November 1, 2000. Effective October 2,
2000, Wausau-Mosinee Paper appointed Continental Stock Transfer & Trust
Company registrar and transfer agent.
-10-
<PAGE>
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.
-11-
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
RECENT DEVELOPMENTS CONCERNING ANTITRUST LITIGATION.
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 has been submitted to the Court for
approval. The Company expects that such approval will
<PAGE>
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 a
settlement discussions with respect to claims in California by indirect
purchasers of sanitary commercial paper products under state antitrust
law. An action in Tennessee by indirect purchasers is still pending.
The Company expects that the amount of any settlement would not be
material to the Company. 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.
-12-
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 (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)
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)
<PAGE>
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)*
-13-
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)*
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)*
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
-14-
<PAGE>
(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)*
10.18 Former President and CEO Severance Agreement (incorporated by
reference to Exhibit 10.22 to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2000)*
10.19 2000 Stock Option Plan
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)
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
November 13, 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 SEPTEMBER 30, 2000
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. '232.102(d))
EXHIBIT 10.19 2000 STOCK OPTION PLAN
EXHIBIT 27.1 FINANCIAL DATA SCHEDULE
