<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended December 31, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the transition period from _______ to _______
Commission file number 33-55558
WISCONSIN TISSUE MILLS INC. 401(k) SAVINGS
PLAN FOR HOURLY EMPLOYEES
CHESAPEAKE CORPORATION
1021 East Cary Street
P. O. Box 2350
Richmond, Virginia 23218-2350
<PAGE>
INDEX OF FINANCIAL STATEMENTS AND SCHEDULES AND EXHIBIT
Page
Report of independent accountants 3
Financial statements:
Statement of net assets available for benefits with fund information
at December 31, 1997 4
Statement of net assets available for benefits with fund information
at December 31, 1996 5
Statement of changes in net assets available for benefits with fund
information for the year ended December 31, 1997 6
Statement of changes in net assets available for benefits with fund
information for the year ended December 31, 1996 7
Notes to financial statements 8-13
Supplemental schedules:
Item 27a - Schedule of Assets held for investment purposes at
December 31, 1997 14-16
Item 27d - Schedule of Reportable transactions for the year ended
December 31, 1997 17-26
Nonexempt transactions with parties-in-interest for the year ended
December 31, 1997 *
Loans or fixed income obligations in default for the year ended
December 31, 1997 *
Leases in default or classified as uncollectible for the year ended
December 31, 1997 *
*There were no such transactions or obligations or leases in default.
Exhibit:
23 - Consent of Coopers & Lybrand L.L.P. 27
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of theWisconsin Tissue Mills Inc. 401(k) Savings Plan Committee (the
"Committee") have dulycaused this annual report to be signed by the
undersigned thereunto duly authorized.
WISCONSIN TISSUE MILLS INC. 401(k)
SAVINGS PLAN FOR HOURLY EMPLOYEES
By: \s\ Thomas A Smith
---------------------------------
Thomas A. Smith, Vice President -
Human Resources and Chairman
of the Committee
June 16, 1998
2
<PAGE>
Report of Independent Accountants
To the Wisconsin Tissue Mills Inc. 401(k) Savings
Plan for Hourly Employees Committee:
We have audited the accompanying statements of net assets available for
benefits with fund information of the Wisconsin Tissue Mills Inc. 401(k)
Savings Plan for Hourly Employees (the "Plan") as of December 31, 1997 and
1996, and the related statements of changes in net assets available for
benefits with fund information for the years then ended. 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 audits 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 Plan as of
December 31, 1997 and 1996, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were preformed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules as listed
in the accompanying index on page 1 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. These supplemental schedules are the
responsibility of the Plan's management. The Fund Information in the
statements of net assets available for benefits and the statements of changes
in net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. The supplemental
schedules and Fund Information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion,
are fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
June 16, 1998
3
<PAGE>
<TABLE>
WISCONSIN TISSUE MILLS INC. 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1997
<CAPTION>
Inter-
DiversifiedGuaranteedChesapeakeForeign mediate
Equity Principal Common Equity Bond
Fund Fund Stock Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Assets:
Investments(Notes 1b,8 and 9):
Equity investment funds (cost
$15,159,458) $18,222,106 $272,466
Fixed income investment fund
(cost $2,516) $2,610
Chesapeake Corporation
common stock (cost
1,200,937 $1,438,663
Money market investment funds
(cost $2,372,944) $2,358,041 14,903
Loans
Receivables:
Accrued income 10,900 6,587
Employee contributions 32,334 4,419 2,676 931 28
--------------------------------------- ------
Total assets 18,254,440 2,373,360 1,462,829 273,397 2,638
Liability:
Accrued Expenses 32,575 3,394 899 901 4
--------------------------------------- ------
Net assets available for
benefits $18,221,865$2,369,966$1,461,930$272,496 $2,634
======================================= ======
<CAPTION>
Conservative Vanguard Vanquard Parti-
Balance Wellington Index 500 cipant
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
Assets:
Investments(Notes 1b,8 and 9):
Equity investment funds (cost
$15,159,458) $21,858 $96,128 $481,893 $19,094,451
Fixed income investment fund
(cost $2,516) $2,610
Chesapeake Corporation
common stock (cost
1,200,937 1,438,663
Money market investment funds
(cost $2,372,944) 2,372,944
Loans 344,624
Receivables:
Accrued income 17,487
Employee contributions 42,397
--------------------------------------- -----------
Total assets 22,076 96,597 483,215 344,624 23,313,176
Liability:
Accrued Expenses 31 137 689 38,630
--------------------------------------- -----------
Net assets available for
benefits $ 22,045 $ 96,460 $482,526 $344,624 $23,274,546
======================================= ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
<TABLE>
WISCONSIN TISSUE MILLS INC. 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1996
<CAPTION>
GuaranteedChesapeake
Diversified Principal Common
Equity Fund Fund Stock Fund Total
<S> <C> <C> <C> <C>
December 31, 1996
Assets:
Investments (Notes 1b and 9):
Equity investment funds
(cost $7,881,186) $12,036,995 $12,036,995
Chesapeake Corporation common
stock (cost $1,437,373) $1,634,669 1,634,669
Money market investment funds
(cost $2,307,833) $2,295,486 12,347 2,307,833
----------- ---------- ---------- -----------
Assets available for
benefits $12,036,995 $2,295,486 $1,647,016 $15,979,497
=========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
<TABLE>
WISCONSIN TISSUE MILLS INC. 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND
INFORMATION
December 31, 1997
<CAPTION>
Inter-
Diversified Guaranteed Chesapeake Foreign mediate
Equity Principal Common Equity Bond
Fund Fund Stock Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Additions:
Interest and dividend
income $ 148,390 $ 36,211
Employee contributions
(Note 3) $2,092,922 355,073 249,323 $ 30,809 $1,650
Net appreciation
(depreciation)
in the fair value of
investments (Note 1b) 4,529,813 125,995 (3,559) 96
----------- -------- ----------- -------- ------
6,622,735 503,463 411,529 27,250 1,746
Deductions:
Distributions to participating
employees 84,928 86,249 47,750 367
Trustee fees 137,911 17,094 4,872 2,166 7
----------- -------- ----------- -------- ------
222,839 103,343 52,622 2,533 7
----------- -------- ----------- -------- ------
Net additions 6,399,896 400,120 358,907 24,717 1,739
----------- -------- ----------- -------- ------
Interfund transfers, net (215,026) (325,640) (543,993) 247,779 895
Net assets available for
benefits, beginning of
year 12,036,995 2,295,486 1,647,016
----------- --------- ---------- --------- ------
Net assets available for
benefits, end of year $18,221,865 $2,369,966 $1,461,930 $272,496 $2,634
=========== ========== ========== ======== ======
<CAPTION>
Conservative Vanguard Vanquard Parti-
Balance Wellington Index 500 cipant
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
Additions:
Interest and dividend
income $ 2,131 $ 3,828 $ 11,636 $ 202,196
Employee contributions
(Note 3) $ 9,019 16,570 41,692 2,797,058
Net appreciation
(depreciation)
in the fair value of
investments (Note 1b) 1,874 5,801 27,188 4,687,208
----------- -------- ------- -------- -----------
10,893 24,502 72,708 11,636 7,686,462
Deductions:
Distributions to participating
employees 368 7,903 227,565
Trustee fees 72 351 1,375 163,848
----------- ------- ------- -------- -----------
72 719 1,375 7,903 391,413
----------- ------- ------- -------- -----------
Net additions 10,821 23,783 71,333 3,733 7,295,049
----------- ------- -------- -------- -----------
Interfund transfers, net 11,224 72,677 411,193 340,891
Net assets available for
benefits, beginning of year 15,979,497
-------------------------------------------------
Net assets available for
benefits, end of year $22,045 $96,460 $482,526 $344,624 $23,274,546
=========== ======= ======== ======== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
<TABLE>
WISCONSIN TISSUE MILLS INC. 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1996
<CAPTION>
Guaranteed Chesapeake
Diversified Principal Common
Equity Fund Fund Stock Fund Total
<S> <C> <C> <C> <C>
Additions:
Employee contributions
(Note 3) $ 1,659,176 $ 548,004 $ 325,994 $ 2,533,174
Interest and dividend income 321 118,422 35,582 154,325
Increase in value of plan's
interest in bank commingled
trust 1,958,056 1,958,056
Net appreciation (depreciation)
in fair value of investments
(Note 1b) (11,185) 120,426 109,241
---------------------- --------- -----------
3,617,553 655,241 482,002 4,754,796
---------------------- --------- -----------
Deductions:
Distributions to participating
employees 193,324 98,275 30,467 322,066
Trustee fees 82,192 21,137 11,522 114,851
----------- ---------- ---------- -----------
275,516 119,412 41,989 436,917
----------- ---------- ---------- -----------
Net additions (deductions) 3,342,037 535,829 440,013 4,317,879
----------- ---------- ---------- -----------
Interfund transfers 461,140 (579,201) 118,061
Interplan transfers 11,541 11,541
Assets available for benefits,
beginning of year 8,222,277 2,338,858 1,088,942 11,650,077
----------- --------- ----------- -----------
Assets available for
benefits, end of year $12,036,995 $2,295,486 $1,647,016 $15,979,497
=========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
WISCONSIN TISSUE MILLS INC. 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies:
a. General
The Wisconsin Tissue Mills Inc. 401(k) Savings Plan for Hourly
Employees (the "Plan") covers certain employees of Wisconsin Tissue
Mills Inc. ("Wisconsin Tissue" or the "Employer"), a wholly owned
subsidiary of Chesapeake Corporation. Associated Bank, N.A.
("Associated") serves as trustee of the Plan's assets.
b. Investment Valuation and Income
Investments are stated at fair value determined as follows:
Mutual and money
market funds -quoted market value
Common stock -last published sales price on the New York
Stock Exchange
Loans to participants -balances due which approximate fair value
Purchases and sales of securities are recorded on a trade-date basis.
Investment income is recorded as earned. Dividend income is recorded
on the ex-dividend date.
The Plan presents in the statement of changes in net assets available
for benefits the "net appreciation (depreciation) in the fair value of
investments" which consists of the realized gains and losses and the
change in unrealized appreciation (depreciation) on those investments.
c. Risks and Uncertainties
The Plan provides for various mutual fund investment options in stocks,
bonds and fixed income securities as well as direct common stock
investments. Investments are exposed to various risks, such as
interest rate, market and credit. Due to the level of risk associated
with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is at
least reasonably possible that changes in risks in the near term would
materially affect participants' account balances and the amounts
reported in the statements of assets available for benefits and the
statement of changes in assets available for benefits.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of income and expenses during the reporting period. Actual
results could differ from those estimates.
8
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
1. Summary of Significant Accounting Policies, continued:
d. Reclassifications
Certain prior year amounts have been reclassified to conform with the
current year's presentation.
2. Description of Plan:
The Plan is a defined contribution plan. Information regarding Plan
benefits, priority of distributions upon termination of the Plan and
vesting is provided in the Plan agreement which is available at the main
office of the Plan administrator in Menasha, Wisconsin.
3. Employee Contributions:
A participant may elect to defer receipt of 1% to 10% of annual
before-tax compensation. Elective deferral contributions may not exceed
$10,000 per participant in any taxable year.
4. Participant Loans:
Participants may borrow from their fund accounts a minimum of $1,000 up
to a maximum equal to the lesser of $50,000 or 50 percent of their
account balance. Loan transactions are treated as a transfer to
(from) the investment fund from (to) the Participant Loan Fund. Loan
terms range from 1-5 years or up to 10 years for the purchase of a
primary residence. The loans are secured by the balance in the
participant's account and bear interest at a rate commensurate with the
prevailing interest rate charged on similar commecial loans as
determined by the plan administrator.
Interest rates range from 9.25% to 9.5%. Principal and interest is paid
ratably through payroll deductions.
5. Distributions:
Benefits under the Plan become distributable upon termination of
employment, upon early retirement, on or after normal retirement, or upon
death or disability. Benefit payments are made to the participant as a
lump-sum distribution or an annuity.
6. Plan Expenses:
Expenses incurred in connection with the purchase or transfer of
Chesapeake Corporation common stock are borne by a participant's account.
Fees, if any, of investment managers are borne by participants who select
such investments. Trustees' fees are paid by the trustee from plan
assets. All other expenses associated with the administration of the Plan
are paid by Wisconsin Tissue.
9
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
7. Plan Termination:
While the Employer has not expressed any intent to discontinue the Plan,
continuance is not assumed as a contractual obligation and any such
discontinuance is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA"). In the event such discontinuance
results in the termination of the Plan, the Plan provides that each
participant shall be fully vested in his account and payment of such
amounts will be made by the Trustee as directed by the Wisconsin Tissue
Mills Inc. 401(k) Savings Plan for Hourly Employees Committee.
8. Investment Options:
Participants may elect to have amounts credited to their accounts in the
Plan invested in 5% increments in the Diversified Equity Fund, Guaranteed
Principal Fund (both of which are sponsored by Associated), in Chesapeake
Common Stock, the Foreign Equity Fund, Intermediate Bond Fund,
Conservative Balance Fund, Vanguard Wellington Fund or the Vanguard Index
500 Fund. The following is the number of participants in each of the
investment options as of December 31:
<TABLE>
<CAPTION> 1997 1996
<S> <C> <C>
Diversified Equity Fund 1,105 856
Guaranteed Principal Fund 451 421
Chesapeake Common Stock Fund 569 355
Foreign Equity Fund 100
Intermediate Bond Fund 11
Conservative Balance Fund 24
Vanguard Wellington Fund 57
Vanguard Index 500 Fund 109
</TABLE>
A description of the investment options currently available to participants is
as follows:
Diversified Equity Fund: This fund, managed by Associated Bank, is
designed to achieve growth of capital through investment in a widely
diversified portfolio of stocks. The fund will be broadly diversified
between large and small company stocks, foreign company stocks, and
stocks of specific market segments.
10
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
8. Investment Options, continued:
Guaranteed Principal Fund: This fund, managed by Associated Bank, has
the objective of providing safety of principal. Assets will be invested
in short-maturity treasury bills and repurchase agreements. The
investment return earned will vary with changes in short-term interest
rates.
Chesapeake Common Stock Fund: This investment option consists of shares
of the common stock of Chesapeake Corporation that are purchased by the
Plan's trustee at fair market value in the open market, in private
transactions, or directly from Chesapeake Corporation.
Foreign Equity Fund: This fund, managed by Associated Bank, is designed
to provide the investor exposure to investment opportunities outside the
United States through the purchase of foreign common stocks.
Intermediate Bond Fund: This fund, managed by Associated Bank, is
designed to earn a competitive total return through diversified
investment in high quality fixed income securities. Assets of this fund
will be invested primarily in high quality notes issued by the United
States, federal agencies, and public corporations, as well as mortgaged
backed, asset backed, and certificate of deposit issues.
Conservative Balance Fund: This fund, managed by Associated Bank, is
designed to achieve both a competitive income return and growth of
capital through investment in a diversified portfolio of high-quality
bonds and stocks. The majority of the fund assets will be invested in
U.S. Treasury and other high-quality bonds, while the remainder of the
fund will be primarily invested in stocks of large domestic companies.
Vanguard Wellington Fund: This fund seeks conservation of capital and
reasonable income. The fund normally invests 60% to 70% of assets in
common stocks and convertible securities.
Vanguard Index 500 Fund: This fund seeks investment results that
correspond with the price and yield performance of the S&P 500 Index.
The fund allocates the percentage of net assets each company receives
on the basis of the stock's relative total market value.
11
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
9. Investments:
<TABLE>
Investments at December 31, 1997 consisted of:
<CAPTION>
Number Fair
of Shares Cost Value
<S> <C> <C> <C>
Investments at fair value as
determined by quoted market price:
Equity investment funds:
Diversified Equity Fund 194,958 $14,305,635 $18,222,106
Foreign Equity Fund 8,452 277,323 272,466
Conservative Balance Fund 454 20,475 21,858
Vanguard Wellington Fund 3,264 96,332 96,128
Vanguard Index 500 Fund 5,350 459,693 481,893
Fixed income investment fund:
Intermediate Bond Fund 163 2,516 2,610
Common stock:
Chesapeake Corporation 41,852 1,200,937 1,438,663
Money market investment funds:
Guaranteed Principal Fund 2,358,041 2,358,041 2,358,041
Short-term investments 14,903 14,903 14,903
----------- -----------
$18,735,855 $22,908,668
=========== ===========
Investments at December 31, 1996 consisted of:
<CAPTION>
Number Fair
of Shares Cost Value
<S> <C> <C> <C>
Investments at estimated fair value:
Equity investment funds:
Assoc. Bank Common Stock Fund 54,446 $ 3,188,837 $18,222,106
Assoc. Bank Equity Income Fund 38,661 1,772,430 272,466
Assoc. Bank Regional Bank Fund 13,157 623,655 21,858
Assoc. Bank Capital Apprec.Fund 27,693 816,037 96,128
Assoc. Foreign Equity Fund 84,407 952,474 481,893
Assoc. Telecommunications Fund 44,654 527,753 597,068
Money market funds:
Guaranteed Principal Fund 2,307,833 2,307,833 2,307,833
Investment at fair value as
determined by quoted market
price:
Common stock:
Chesapeake Corporation 52,101 1,437,373 1,634,669
----------- -----------
$11,626,392 $15,979,497
=========== ===========
</TABLE>
12
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
10.Tax Status:
The Plan obtained its latest determination letter on March 30, 1995, in
which the Internal Revenue Service stated that the Plan, as designed, is
in compliance with the applicable requirements of the Internal Revenue
Code. The Plan has been amended since receiving the determination
letter. However, management and the Plan administrator believe that the
Plan is currently designed and being operated in accordance with all
applicable rules and regulations.
11.Plan Amendments:
Effective May 15, 1997, the Plan converted to a daily valuation. Also
effective May 15, 1997, the Plan was amended to add a loan provision and
to permit participants to make investment elections in multiples of 5%.
During 1997 the following investment funds were added as investment
options to participants: Foreign Equity Fund, Intermediate Bond Fund,
Conservative Balance Fund, Vanguard Wellington Fund and the Vanguard
Index 500 Fund.
12.Related-Party Transactions:
Certain Plan investments are shares of mutual funds managed by
Associated. Associated is the trustee as defined by the Plan and,
therefore, these transactions qualify as party-in-interest. Fees paid
by the Plan for the investment management services amounted to
$163,848 and $114,851 for the years ended December 31, 1997 and 1996,
respectively.
13
<PAGE>
<TABLE>
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1997
EIN: 39-1261080 PN: 043
<CAPTION>
FACE AMT/ EST ANN YIELD
NO OF TOTAL COST/ MARKET VALUE/ % OF INC TO
DESCRIPTION SHARES COST PER UNIT MARKET PRICE CAT ACCRUAL MARKET
<S> <C> <C> <C> <C> <C> <C>
CASH EQUIVALENTS:
GOLDMAN SACHS
FIN SQ 2,372,944.320 2,372,944.32 2,372,944.32 100.00 127,862 5.39
TRSRY OBLIG FD 1.000 1.000 10,807.08
-------------------------------------------
TOTAL CASH EQUIV 2,372,944.32 2,372,944.32 100.00 127,862 5.39
10,807.08
FIXED INCOME:
POOLED FIXED
INCOME FUNDS
ASSOC. INTERMED
TERM BOND FD 163.063 2,516.38 2,610.11 100.00 170 6.51
15.432 16.006 .00
TOTAL POOLED
FIXED INCOME FD 2,516.38 2,610.11 100.00 170 6.51
.00
------------------------------------------
TOTAL FIXED INCOME 2,516.38 2,610.11 100.00 170 6.51
.00
EQUITIES:
COMMON STOCKS
INDUSTRIAL
CHESAPEAKE CORP COM 41,852 1,200,936.91 1,438,662.50 7.01 33,481 2.33
28.695 34.375 .00
------------ ------------ ------ ------ -----
TOTAL INDUSTRIAL 1,200,936.91 1,438,662.50 7.01 33,481 2.33
.00
POOLED EQUITY FUNDS:
ASSOC FOREIGN EQ FD 8,452.480 277,323.00 272,466.44 1.33 57,838 21.23
32.810 32.235 .00
ASSOC CONSERVATIVE
BALANCED FD 453.986 20,474.83 21,857.87 .11 1,018 4.66
45.100 48.146 .00
ASSOC DIVERSIFIED
STOCK FUND 194,957.699 14,305,635.33 18,222,105.76 88.74 243,913 1.34
73.378 93.466 .00
------------- ------------- ----- ------- -----
TOTAL POOLED
EQUITY FUNDS 14,603,433.16 18,516,430.07 90.18 302,769 1.64
.00
14
<PAGE>
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES, Continued
December 31, 1997
<CAPTION>
FACE AMT/ EST ANN YIELD
NUMBER OF TOTAL COST/ MARKET VALUE/ % OF INCOME TO
DESCRIPTION SHARES COST PER UNIT MARKET PRICE CAT ACCRUAL MARKET
<S> <C> <C> <C> <C> <C> <C>
EQUITY MUTUAL FUNDS:
VANGUARD/
WELLINGTON FD 3,264.109 96,332.34 96,128.01 .47 2,872 2.99
29.513 29.450 .00
VANGUARD INDEX
TRST-500 PORTFOL 5,350.208 459,692.73 481,893.23 2.35 5,778 1.20
85.921 90.070 .00
------------- ------------- ------ ------- ----
TOTAL EQUITY
MUTUAL FUNDS 556,025.07 578,021.24 2.82 8,650 1.50
.00
------------- ------------- ------ ------- ----
TOTAL COMMON STKS 16,360,395.14 20,533,113.81 100.00 344,900 1.68
.00
------------- ------------- ------ ------- ----
TOTAL EQUITIES 16,360,395.14 20,533,113.81 100.00 344,900 1.68
.00
REAL ESTATE:
LOANS AND MORTGAGES
DANIEL RAPPERT
MORTGAGE NOTE 1,030.180 1,030.18 1,030.18 2.66 95 9.22
DTD 8/11/97 9.25%
DUE 8/23/07 1.000 1.000 37.20
JOAN C. NATE
MORTGAGE NOTE 10,684.420 10,684.42 10,684.42 27.60 N/A
DTD 7/14/97 9.250%
DUE 7/6/07 1.000 1.000 .00
GLENN L. FINGER
MORTGAGE NOTE 27,000 27,000.00 27,000.00 69.74 2,497 9.25
DTD 12/19/97 9.250%
DUE 12/28/07 1.000 1.000 55.50
--------- ------------- ------ ----- ----
TOTAL LOANS AND
MORTGAGES 38,714.60 38,714.60 100.00 2,592 6.70
92.70
--------- ------------- ------ ----- ----
TOTAL REAL ESTATE 38,714.60 38,714.60 100.00 2,592 6.70
92.70
15
<PAGE>
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES, Continued
December 31, 1997
<CAPTION>
FACE AMT/ EST ANN YIELD
NUMBER OF TOTAL COST/ MARKET VALUE/ % OF INCOME TO
DESCRIPTION SHARES COST PER UNIT MARKET PRICE CAT ACCRUAL MARKET
<S> <C> <C> <C> <C> <C> <C>
MISCELLANEOUS ASSETS:
WISCONSIN TISSUE
MILLS MASTER 305,909.310 305,909.31 305,909.31 100.00
LOAN CUSIP 1.000 1.000 .00
------------- ------------- ------ ------- ----
TOTAL MISC ASSETS 305,909.31 305,909.31 100.00 0 0.00
.00
CASH 0 .00 .00
.000 .000 .00
------------- ------------- ------ ------- ----
TOTAL CASH .00 .00 .00 0.00
------------- ------------- -------
NET ASSETS 19,080,479.75 23,253,292.15 475,524
10,899.78
NET ASSETS & ACCRUAL 23,264,191.93
(ESTIMATED INCOME NOT AVAILABLE FOR INDICATED INVESTMENTS)
16
<PAGE>
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1997
<CAPTION>
NO OF REALIZED
DESCRIPTION TRANS COST CASH GAIN/LOSS
<S> <C> <C> <C> <C>
ASSOC FOREIGN EQUITY FUND
PURCHASED 709.443 @ $32.13587 22,798.56 22,798.56
SOLD 261.522 @ $32.50204 8,263.55 8,500.00 236.45
PURCHASED 137.548 @ $32.25273 4,436.29 4,436.29
PURCHASED 21.899 @ $33.08862 724.61 724.61
SOLD 5.141 @ $33.09414 162.59 170.14 7.55
SOLD 12.087 @ $33.09414 382.27 400.00 17.73
PURCHASED 1421.515 @ $33.16458 47,143.96 47,143.96
PURCHASED 213.115 @ $32.73015 6,975.29 6,975.29
PURCHASED 61,751 @ $32.77044 2,023.60 2,023.60
PURCHASED 34.883 @ $33.25732 1,160.10 1,160.10
PURCHASED 826.385 @ $33.30988 27,526.78 27,526.78
SOLD 11.697 @ $33.18074 376.71 388.10 11.39
PURCHASED 29.500 @ $33.15801 978.16 978.16
PURCHASED 150.086 @ $32.99746 4,952.45 4,952.45
PURCHASED 31.061 @ $33.29400 1,034.15 1,034.15
PURCHASED 332.232 @ $33.43697 11,108.82 11,108.82
PURCHASED 35.573 @ $33.47606 1,190.85 1,190.85
PURCHASED 56.843 @ $33.51147 1,904.90 1,904.90
PURCHASED 715.328 @ $34.13368 24,416.78 24,416.78
SOLD 3.275 @ $33.79680 106.31 110.68 4.37
PURCHASED 34.928 @ $33.54859 1,171.80 1,171.80
PURCHASED 31.921 @ $33.30158 1,063.03 1,063.03
SOLD 1103.230 @ $33.44742 35,822.08 36,900.21 1,078.13
PURCHASED 361.057 @ $33.61326 12,136.30 12,136.30
PURCHASED 33.913 @ $33.57005 1,138.45 1,138.45
SOLD 12.472 @ $33.63324 405.72 419.47 13.75
PURCHASED 154.712 @ $33.99751 5,259.83 5,259.83
SOLD 80.818 @ $34.21695 2,631.43 2,765.35 133.92
PURCHASED 34.445 @ $34.34648 1,183.06 1,183.06
PURCHASED 92.402 @ $34.46098 3,184.25 3,184.25
SOLD 6.500 @ $34.50537 211.84 224.28 12.44
PURCHASED 34.791 @ $35.41590 1,232.15 1,232.15
SOLD 14.996 @ $34.91042 488.92 523.52 34.60
SOLD 114.338 @ $34.98409 3,727.82 4,000.00 272.18
SOLD 4.307 @ $35.06978 140.42 151.05 10.63
PURCHASED 34.751 @ $35.26479 1,225.49 1,225.49
PURCHASED 48.331 @ $34.74962 1,679.47 1,679.47
SOLD 13.223 @ $34.73790 431.45 459.34 27.89
SOLD 13.316 @ $34.73790 434.49 462.57 28.08
PURCHASED 39.896 @ $35.01108 1,396.80 1,396.80
PURCHASED 33.684 @ $34.96449 1,176.39 1,176.39
PURCHASED 717.281 @ $34.56440 24,792.39 24,792.39
PURCHASED 388.361 @ $34.12465 13,252.70 13,252.70
PURCHASED 39.575 @ $32.98724 1,305.47 1,305.47
SOLD 591.283 @ $32.78882 19,436.97 19,387.48 49.49-
PURCHASED 361.274 @ $32.60481 11,779.27 11,779.27
PURCHASED 38.321 @ $32.34712 1,239.56 1,239.56
17
<PAGE>
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS, Continued
for the year ended December 31, 1997
<CAPTION>
NO OF REALIZED
DESCRIPTION TRANS COST CASH GAIN/LOSS
<S> <C> <C> <C> <C>
SOLD 286.862 @ $33.02945 9,426.01 9,474.89 48.88
SOLD 26.256 @ $33.02861 862.75 867.20 4.45
PURCHASED 33.965 @ $33.85124 1,149.76 1,149.76
PURCHASED 37.705 @ $31.78522 1,198.47 1,198.47
PURCHASED 49.474 @ $31.92753 1,579.57 1,579.57
SOLD 679.211 @ $32.16424 22,313.99 21,846.31 467.68-
PURCHASED 37.239 @ $32.22712 1,200.09 1,200.09
SOLD 11.100 @ $32.05910 364.63 355.86 8.77-
PURCHASED 38.924 @ $31.82360 1,238.71 1,238.71
PURCHASED 41.899 @ $32.70252 1,370.19 1,370.19
PURCHASED 461.795 @ $32.67116 15,087.39 15,087.39
PURCHASED 48.210 @ $32.05238 1,545.25 1,545.25
SOLD 191.903 @ $32.14849 6,300.17 6,169.39 130.78-
PURCHASED 201.308 @ $32.14633 6,471.31 6,471.31
PURCHASED 33.532 @ $31.81676 1,066.89 1,066.89
PURCHASES 42 274,499.34 274,499.34
SALES 20 112,290.12 113,575.84 1,285.72
ASSOC DIVERSIFIED STOCK FUND
SOLD 281.497 @ $82.51106 20,269.50 23,226.62 2,957.12
SOLD 485.751 @ $83.31712 34,977.04 40,471.35 5,494.31
SOLD 84.668 @ $83.31712 6,096.61 7,054.29 957.68
SOLD 75.222 @ $83.31712 5,416.44 6,267.28 850.84
PURCHASED 163.418 @ $83.94672 13,718.42 13,718.42
PURCHASED 454.713 @ $84.31682 38,339.92 38,339.92
SOLD 212.672 @ $84.63724 15,322.21 18,000.00 2,677.79
SOLD 37.365 @ $83.96543 2,692.01 3,137.37 445.36
SOLD 14.292 @ $83.96543 1,029.68 1,200.00 170.32
PURCHASED 122.446 @ $84.41148 10,335.87 10,335.87
SOLD 19.958 @ $84.71951 1,438.06 1,690.83 252.77
PURCHASED 14.056 @ $85.27574 1,198.63 1,198.63
PURCHASED 1059.891 @ $86.15681 91,316.80 91,316.80
SOLD 63.824 @ $86.02173 4,603.90 5,490.25 886.35
SOLD 97.636 @ $84.76344 7,042.90 8,276.00 1,233.10
SOLD 287.706 @ $86.04718 20,753.47 24,756.29 4,002.82
PURCHASED 35.769 @ $86.35880 3,088.94 3,088.94
SOLD 21.613 @ $86.62257 1,559.10 1,872.17 313.07
PURCHASED 320.144 @ $86.61342 27,728.78 27,728.78
SOLD 561.330 @ $86.49481 40,506.42 48,552.14 8,045.72
PURCHASED 577.092 @ $86.88435 50,140.26 50,140.26
PURCHASED 191.245 @ $87.40107 16,715.02 16,715.02
SOLD 317.361 @ $87.51566 22,920.39 27,774.09 4,853.70
SOLD 113.404 @ $87.34165 8,190.24 9,904.89 1,714.65
PURCHASED 455.223 @ $87.24973 39,718.06 39,718.06
PURCHASED 23.068 @ $87.60458 2,020.83 2,020.83
SOLD 313.140 @ $88.04685 22,627.45 27,571.00 4,943.55
PURCHASED 4.214 @ $88.04685 371.00 371.00
PURCHASED 270.842 @ $87.84246 23,791.39 23,791.39
18
<PAGE>
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS, Continued
for the year ended December 31, 1997
<CAPTION>
NO OF REALIZED
DESCRIPTION TRANS COST CASH GAIN/LOSS
<S> <C> <C> <C> <C>
SOLD 13.588 @ $86.10671 982.17 1,170.00 187.83
SOLD 701.267 @ $86.10242 50,689.34 60,380.79 9,691.45
SOLD 313.559 @ $86.39482 22,664.83 27,089.88 4,425.05
PURCHASED 427.354 @ $84.85492 36,263.13 36,263.13
PURCHASED 430.732 @ $85.31862 36,749.49 36,749.49
SOLD 153.007 @ $85.31862 11,068.62 13,054.35 1,985.73
SOLD .031 @ $86.82544 2.24 2.69 .45
PURCHASED 36.208 @ $86.26813 3,123.62 3,123.62
PURCHASED 424.481 @ $86.19757 36,589.27 36,589.27
SOLD 34.980 @ $85.76336 2,531.66 3,000.00 468.34
SOLD 3.636 @ $85.37032 263.15 310.41 47.26
PURCHASED 454.963 @ $85.26724 38,793.42 38,793.42
PURCHASED 130.643 @ $86.59955 11,313.61 11,313.61
PURCHASED 289.963 @ $86.56632 25,101.00 25,101.00
SOLD 80.246 @ $87.23160 5,812.75 7,000.00 1,187.25
PURCHASED 424.860 @$87.34011 37,107.32 37,107.32
SOLD 204.769 @ $87.71538 14,839.58 17,961.39 3,121.81
PURCHASED 41.955 @ $87.71538 3,680.07 3,680.07
SOLD .829 @ $87.31394 60.08 72.38 12.30
PURCHASED 82.963 @ $87.00049 7,217.81 7,217.81
PURCHASED 824.626 @ $87.77553 72,381.97 72,381.97
SOLD 133.412 @ $87.85771 9,678.44 11,721.27 2,042.83
SOLD 9.324 @ $89.44760 676.41 834.04 157.63
PURCHASED 431.652 @ $90.39606 39,019.60 39,019.60
SOLD 33.803 @ $90.39606 2,453.61 3,055.66 602.05
PURCHASED 97.798 @ $90.79805 8,879.85 8,879.85
SOLD 14.897 @ $90.57603 1,081.45 1,349.31 267.86
SOLD 18.206 @ $90.13352 1,321.66 1,640.97 319.31
SOLD 5.570 @ $89.76116 404.35 500.00 95.65
PURCHASED 406.763 @ $90.83441 36,948.07 36,948.07
SOLD 43.958 @ $90.99492 3,192.83 4,000.00 807.17
SOLD 136.921 @ $91.29356 9,945.07 12,500.00 2,554.93
PURCHASED 20.466 @ $91.99715 1,882.81 1,882.81
PURCHASED 417.879 @ $92.45806 38,636.30 38,636.30
PURCHASED 157.862 @ $92.45806 14,595.57 14,595.57
SOLD 30.897 @ $93.06115 2,246.06 2,875.31 629.25
SOLD 87.265 @ $92.82111 6,343.73 8,100.00 756.27
PURCHASED 445.814 @ $92.45267 41,216.67 41,216.67
SOLD 92.733 @ $92.65766 6,745.47 8,592.42 1,846.95
SOLD 124.472 @ $92.65766 9,054.18 11,533.29 2,479.11
PURCHASED 1.847 @ $92.56053 170.95 170.95
PURCHASED 415.786 @ $91.87530 38,200.44 38,200.44
SOLD 404.164 @ $91.85493 29,415.93 37,124.46 7,708.53
SOLD 493.706 @ $92.76778 35,932.99 45,800.00 9,867.01
SOLD 50.064 @ $92.54555 3,643.77 4,633.20 989.43
PURCHASED 208.184 @ $91.14736 18,975.44 18,975.44
19
<PAGE>
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS, Continued
for the year ended December 31, 1997
<CAPTION>
NO OF REALIZED
DESCRIPTION TRANS COST CASH GAIN/LOSS
<S> <C> <C> <C> <C>
PURCHASED 483.046 @ $85.86332 41,475.95 41,475.95
PURCHASED .854 @ $85.86332 73.31 73.31
SOLD 785.639 @ $88.26083 57,221.90 69,341.15 12,119.25
SOLD 268.166 @ $87.85060 19,531.83 23,558.54 4,026.71
PURCHASED 456.270 @ $87.95597 40,131.70 40,131.70
PURCHASED 143.605 @ $89.62341 12,870.39 12,870.39
PURCHASED .260 @ $90.31129 23.50 23.50
PURCHASED 700.095 @ $89.97959 62,994.23 62,994.23
PURCHASED 436.321 @ $89.59529 39,092.32 39,092.32
SOLD 32.693 @ $87.22794 2,386.03 2,851.74 465.71
SOLD 5.160 @ $87.66404 376.59 452.35 75.76
PURCHASED 302.517 @ $88.52761 26,781.15 26,781.15
PURCHASED 83.403 @ $90.52305 7,549.89 7,549.89
SOLD 21.078 @ $90.91259 1,539.00 1,916.26 377.26
SOLD 11.208 @ $90.91259 818.35 1,018.99 200.64
PURCHASED 475.592 @ $89.86068 42,737.05 42,737.05
SOLD 100.669 @ $90.06896 7,354.48 9,067.19 1,712.71
PURCHASED .210 @ $90.06886 18.92 18.92
SOLD 149.745 @ $90.15309 10,939.78 13,500.00 2,560.22
SOLD 22.258 @ $90.15309 1,626.08 2,006.63 380.55
PURCHASED 1094.885 @ $90.28506 98,851.73 98,851.73
SOLD 132.673 @ $91.95569 9,705.40 12,200.00 2,494.60
PURCHASED .782 @ $91.82222 71.81 71.81
SOLD 377.467 @ $91.82222 27,612.76 34,659.86 7,047.10
PURCHASED 2.547 @ $92.47958 235.55 235.55
SOLD 18.882 @ $92.68284 1,381.28 1,750.00 368.72
PURCHASED 540.302 @ $93.33286 50,427.91 50,427.91
SOLD 13.723 @ $93.33286 1,003.88 1,280.81 276.93
PURCHASED 236.904 @ $93.05473 22,045.00 22,045.00
PURCHASED 30.648 @ $91.34560 2,799.56 2,799.56
PURCHASED 587.299 @ $90.90936 53,390.99 53,390.99
SOLD 267.005 @ $91.37278 19,568.52 24,396.94 4,828.42
PURCHASED 113.184 @ $91.81629 10,392.11 10,392.11
SOLD 5.597 @ $91.96727 410.26 514.74 104.48
SOLD 129.920 @ $91.19508 9,523.10 11,848.07 2,324.97
PURCHASED 446.365 @ $90.61456 40,447.15 40,447.15
SOLD 34.323 @ $90.61456 2,515.87 3,110.16 594.29
SOLD 1439.647 @ $90.79305 * 105,582.46 130,709.91 25,127.45
PURCHASED 406.575 @ $90.09253 36,629.35 36,629.35
PURCHASED 40.088 @ $93.19340 3,735.91 3,735.91
PURCHASES 56 1,458,105.81 1,458,105.81
SALES 59 725,593.36 883,729.73 158,136.37
20
<PAGE>
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS, Continued
for the year ended December 31, 1997
<CAPTION>
NO OF REALIZED
DESCRIPTION TRANS COST CASH GAIN/LOSS
<S> <C> <C> <C> <C>
CHESAPEAKE CORP COM
SOLD 135 SHS 06/30/97 @ 33.8125 3,783.83 4,556.43 772.60
SOLD 286 SHS 07/01/97 @ 33.5625 8,016.11 9,581.40 1,565.29
SOLD 22 SHS 07/10/97 @ 34.6875 616.62 753.10 136.48
PURCHASED 286 SHS 07/15/97 /2 34.25 9,812.66 9,812.66
SOLD 230 SHS 07/16/97 @ 34.6875 6,456.17 7,964.06 1,507.89
SOLD 185 SHS 07/17/97 @ 34.75 5,193.00 6,417.43 1,224.43
SOLD 3 SHS 07/21/97 @ 33.3125 84.21 89.93 5.72
SOLD 441 SHS 07/24/97 @ 32.375 12,379.00 14,250.44 1,871.44
SOLD 532 SHS 07/25/97 @ 31.25 14,933.40 16,592.52 1,659.12
SOLD 29 SHS 07/31/97 @ 32.4375 814.04 930.65 116.61
PURCHASED 127 SHS 08/08/97 @ 34.5625 4,397.06 4,397.06
SOLD 31 SHS 08/08/97 @ 34.5 870.80 1,059.46 188.66
SOLD 143 SHS 08/11/97 @ 34.5 4,022.06 4,924.75 902.69
SOLD 28 SHS 08/14/97 @35 787.54 969.96 182.42
PURCHASED 125 SHS 08/19/97 @ 33.4375 4,187.19 4,187.19
PURCHASED 110 SHS 08/22/97 @ 34.0625 3,753.48 3,753.48
SOLD 42 SHS 08/25/97 @ 34 1,182.64 1,417.95 235.31
SOLD 398 SHS 08/27/97 @ 35.1875 11,206.93 13,980.28 2,773.35
SOLD 110 SHS 08/28/97 @ 34.875 3,097.39 3,829.52 732.13
PURCHASED 107 SHS 08/29/97 @ 35 3,751.42 3,751.42
SOLD 107 SHS 09/04/97 @ 34.5 3,014.83 3,684.95 670.12
PURCHASED 103 SHS 09/05/97 @ 34.4375 3,553.24 3,553.24
SOLD 552 SHS 09/08/97 @ 34.25 15,561.80 18,872.24 3,310.44
PURCHASED 117 SHS 09/12/97 @ 34.125 3,999.65 3,999.65
SOLD 300 SHS 09/17/97 @ 35.3125 8,462.64 10,575.39 2,112.75
PURCHASED 1493 SHS 09/23/97 @ 35.1088 52,507.02 52,507.02
PURCHASED 365 SHS 09/29/97 @ 36 13,161.90 13,161.90
SOLD 30 SHS 09/29/97 @ 35.9375 855.62 1,068.09 212.47
PURCHASED 235 SHS 09/30/97 @ 36.1875 8,518.16 8,518.16
SOLD 475 SHS 10/01/97 @ 36.5 13,567.47 17,308.42 3,740.95
PURCHASED 99 SHS 10/03/97 @ 36.75 3,648.25 3,648.25
SOLD 21 SHS 10/03/97 @ 36.625 600.23 759.10 158.87
SOLD 95 SHS 10/07/97 @ 35.4375 2,715.34 3,356.44 641.10
SOLD 115 SHS 10/08/97 @ 35.8125 3,286.99 4,111.40 824.41
PURCHASED 103 SHS 10/10/97 @ 35.25 3,636.93 3,636.93
SOLD 190 SHS 10/15/97 @ 35.875 5,433.79 6,804.62 1,370.83
PURCHASED 99 SHS 10/16/97 @ 36.1875 3,592.56 3,592.56
SOLD 125 SHS 10/17/97 @ 35 3,577.12 4,367.35 790.23
PURCHASED 125 SHS 10/27/97 @ 33.5625 4,202.81 4,202.81
SOLD 163 SHS 10/28/97 @ 31.5 4,666.99 5,124.54 457.55
PURCHASED 500 SHS 11/19/97 @ 32.6875 16,373.75 16,373.75
PURCHASED 121 SHS 11/24/97 @ 33.75 4,091.01 4,091.01
SOLD 122 SHS 12/09/97 @ 34.5625 3,500.77 4,209.16 708.39
SOLD 611 SHS 12/19/97 @ 31.8125 17,532.55 19,400.13 1,867.58
PURCHASES 16 143,187.09 143,187.09
SALES 28 156,219.88 186,959.71 30,739.83
21
<PAGE>
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS, Continued
for the year ended December 31, 1997
<CAPTION>
NO OF REALIZED
DESCRIPTION TRANS COST CASH GAIN/LOSS
<S> <C> <C> <C> <C>
WISCONSIN TISSUE MILLS MASTER
LOAN CUSIP
PURCHASED 2500 06/25/97 2,500.00 2,500.00
KAREN GREEN PROMISSORY NOTE
PURCHASED 35000 06/30/97 35,000.00 35,000.00
MICHAEL E HORN PROMISSORY NOTE
PURCHASED 2800 07/03/97 2,800.00 2,800.00
SEE MOUA PROMISSORY NOTE
PURCHASED 5000 07/03/97 5,000.00 5,000.00
TERENCE G SCHNEIDER PROMISSORY NOTE
PURCHASED 17000 07/14/97 17,000.00 17,000.00
CYNTHIA ELMER PROMISSORY NOTE
PURCHASED 3200 07/03/97 3,200.00 3,200.00
KATHERINE DORSCHNER PROMISSORY NOTE
WISCONSIN TISSUE MILLS MASTER
LOAN CUSIP
PURCHASED 7000 07/14/97 7,000.00 7,000.00
MATTHEW JOHN PROMISSORY NOTE
PURCHASED 6000 07/14/97 6,000.00 6,000.00
DIANE CHRISTISON PROMISSORY NOTE
PURCHASED 5000 07/03/97 5,000.00 5,000.00
SANDRA L HERMES PROMISSORY NOTE
PURCHASED 2350 07/14/97 2,350.00 2,350.00
PATRICK C SANDERS PROMISSORY NOTE
PRINCIPAL PAYMENT 7.56 7.56
JOAN C NATE 11,000.00 11,000.00
PURCHASED 11000 07/21/97
SCOT K AARONSON PROMISSORY NOTE 8,000.00 8,000.00
CYNTHIA JOHN PROMISSORY NOTE 5,300.00 5,300.00
PRINCIPAL PAYMENT 113.58 113.58
PRINCIPAL PAYMENT 152.39 152.39
ANDRENA R BLOCK PROMISSORY NOTE 6,000.00 6,000.00
WILLIAM KOLASINSKI PROMISSORY NOTE 14,000.00 14,000.00
PRINCIPAL PAYMENT 417.73 417.73
PRINCIPAL PAYMENT 471.32 471.32
KARYN BRUNEAU PROMISSORY NOTE 5,400.00 5,400.00
CHERYL RASMUSSEN PROMISSORY NOTE 17,000.00 17,000.00
CHRISTINE M MURVINE PROMISSORY NOTE 15,250.00 15,250.00
VICKI J SUSOR 6,000.00 6,000.00
VICKI J SUSOR PROMISSORY NOTE
CHRISTINE NELSON PROMISSORY NOTE 1,170.00 1,170.00
PRINCIPAL PAYMENT 636.28 636.28
PRINCIPAL PAYMENT 29.25 29.25
PRINCIPAL PAYMENT 442.88 442.88
STEVE LIEGEL 3,000.00 3,000.00
PURCHASED 3000 08/29/97
22
<PAGE>
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS, Continued
for the year ended December 31, 1997
<CAPTION>
NO OF REALIZED
DESCRIPTION TRANS COST CASH GAIN/LOSS
<S> <C> <C> <C> <C>
DAVID DAVIDSON 5,900.00 5,900.00
PURCHASED 5900 08/27/97
PRINCIPAL PAYMENT 318.43 318.43
PRINCIPAL PAYMENT 573.37 573.37
DEBRA LIEBZEIT PROMISSORY NOTE 7,000.00 7,000.00
PRINCIPAL PAYMENT 605.49 605.49
DONALD H PETERSON PROMISSORY NOTE 5,000.00 5,000.00
PRINCIPAL PAYMENT 603.43 603.43
BRIAN R STOLTZ PROMISSORY NOTE 6,000.00 6,000.00
PRINCIPAL PAYMENT 684.51 684.51
JOEL PUSSEHL PROMISSORY NOTE 1,000.00 1,000.00
PAID BY DISTRIBUTION-SCOT K AARONSON 7,902.82 7,902.82
PRINCIPAL 7902.82
JOHN PRUSYNSKI PROMISSORY NOTE 16,000.00 16,000.00
JAMES T HENSCHEL PROMISSORY NOTE 12,500.00 12,500.00
PRINCIPAL PAYMENT 19.76 19.76
PRINCIPAL PAYMENT 601.07 601.07
CAROL THIEL PROMISSORY NOTE 3,000.00 3,000.00
PRINCIPAL PAYMENT 689.93 689.93
KURT SCHUH PROMISSORY NOTE 8,100.00 8,100.00
PRINCIPAL PAYMENT 678.84 678.84
GARY LUTZ PROMISSORY NOTE 45,800.00 45,800.00
PRINCIPAL PAYMENT 572.65 572.65
PRINCIPAL PAYMENT 46.76 46.76
TIM VAN DENSEN 3,400.00 3,400.00
PRINCIPAL PAYMENT 813.82 813.82
PRINCIPAL PAYMENT 798.78 798.78
PRINCIPAL PAYMENT 749.23 749.23
N BRIAN ZENEFSKI PROMISSORY NOTE 11,980.00 11,980.00
PRINCIPAL PAYMENT 1,083.56 1,083.56
PRINCIPAL PAYMENT 1,019.12 1,019.12
PATRICIA F BROWN PROMISSORY NOTE 3,000.00 3,000.00
CHANTEE BEYER PROMISSORY NOTE 12,000.00 12,000.00
PATRICIA JUNEAU PROMISSORY NOTE 4,400.00 4,400.00
DAWN M NELSON PROMISSORY NOTE 10,000.00 10,000.00
PRINCIPAL PAYMENT 152.40 152.40
PRINCIPAL PAYMENT 1,079.40 1,079.40
LOAN CUSIP
CHECK NUMBER: 0187317
DAVID TATE PROMISSORY NOTE 3,500.00 3,500.00
WISCONSIN TISSUE MILLS MASTER
WISCONSIN TISSUE MILLS MASTER
LOAN CUSIP
PRINCIPAL PAYMENT 1,279.50 1,279.50
STEVEN PAUSIG PROMISSORY NOTE 5,000.00 5,000.00
PRINCIPAL PAYMENT 1,124.82 1,124.82
PRINCIPAL PAYMENT 1,062.67 1,062.67
23
<PAGE>
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS, Continued
for the year ended December 31, 1997
<CAPTION>
NO OF REALIZED
DESCRIPTION TRANS COST CASH GAIN/LOSS
<S> <C> <C> <C> <C>
WISCONSIN TISSUE MILLS MASTER
LOAN CUSIP
PURCHASES 39 341,550.00 341,550.00
SALES 30 24,731.35 24,731.35
VANGUARD INDEX TRUST-500 PORTFOLIO
PURCHASED 2.734 SHS 06/25/97 227.18 227.18
WIRE TO CORESTATE BANK FOR PURCHASE 12,806.19 12,806.19
IN
PURCHASED SHS 07/07/97 25,174.83 25,174.83
SOLD 49.478 SHS 07/07/97 5,050.88 4,242.75 808.13-
WIRE TO CORESTATE BANK FOR PURCHASE 686.47 686.47
IN
WIRE TO CORESTATE BANK FOR PURCHASE 140.04 140.04
IN
WIRE TO CORESTATE BANK FOR PURCHASE 19,281.12 19,281.12
IN
SOLD 9.329 SHS @ 85.75 888.28 800.00 88.28-
PURCHASED SHS 07/17/97 2,036.55 2,036.55
WIRED TO CORRESTATE BANK FOR 3,550.51 3,550.51
PURCHASE IN
PURCHASED 42.617 SHS 07/28/97 @ 87.62 3,734.08 3,734.08
PURCHASED 333.891 SHS 07/30/97 @ 88.16 29,435.80 29,435.80
SOLD 2.248 SHS 07/31/97 @ 89.32 188.94 200.83 11.89
PURCHASED 13.424 SHS 08/05/97 @ 89.15 1,196.75 1,196.75
PURCHASED 55.552 SHS 08/06/97 @ 89.15 4,952.44 4,952.44
PURCHASED 12.960 SHS 08/08/97 @ 87.4 1,132.68 1,132.68
SOLD 34.941 SHS 08/14/97 @ 86.63 2,950.84 3,026.94 76.10
PURCHASED 881.882 SHS 08/18/97 @ 85.49 75,391.98 75,391.98
PURCHASED 18.041 SHS 08/19/97 @ 86.76 1,565.28 1,565.28
PURCHASED 148.311 SHS 08/20/97 @ 88.02 13,054.35 13,054.35
SOLD 269.858 SHS 08/21/97 @ 86.68 22,991.78 23,391.29 399.51
PURCHASED 35.755 SHS 08/22/97 @ 86.54 3,094.22 3,094.22
PURCHASED 17.370 SHS 08/25/97 @ 86.54 1,503.16 1,503.16
PURCHASED 16.973 SHS 09/02/97 @ 84.31 1,430.96 1,430.96
SOLD .649 SHS 08/29/97 @ 84.31 55.31 54.72 .59-
PURCHASED 36.414 SHS 09/03/97 @ 86.96 3,166.52 3,166.52
PURCHASED 13.036 SHS 09/08/97 @ 87.32 1,138.36 1,138.36
SOLD 2.085 SHS 09/09/97 @ 85.59 177.81 178.46 .65
PURCHASED 116.958 SHS 09/12/97 @ 86.67 10,136.77 10,136.77
PURCHASED 15.571 SHS 09/15/97 @ 86.31 1,343.93 1,343.93
SOLD 88.947 SHS 09/16/97 @ 88.72 7,593.47 7,891.38 297.91
PURCHASED 40.598 SHS 09/17/97 @ 88.49 3,592.56 3,592.56
PURCHASED 14.873 SHS 09/22/97 @ 89.19 1,326.49 1,326.49
PURCHASED 85.405 SHS 09/23/97 @ 89.33 7,629.35 7,629.35
SOLD 70.534 SHS 09/24/97 @ 89.33 6,039.76 6,300.80 261.04
SOLD 1.325 SHS 09/25/97 @ 88.36 113.46 117.08 3.62
SOLD 2.826 SHS 09/26/97 @ 88.45 241.99 250.00 8.01
24
<PAGE>
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS, Continued
for the year ended December 31, 1997
<CAPTION>
NO OF REALIZED
DESCRIPTION TRANS COST CASH GAIN/LOSS
<S> <C> <C> <C> <C>
PURCHASED 15.213 SHS 09/29/97 @ 89.21 1,357.14 1,357.14
PURCHASED 5.681 SHS 09/24/97 501.94 501.94
PURCHASED 5.936 SHS 10/01/97 @ 88.65 526.25 526.25
SOLD 45.121 SHS 10/01/97 @ 88.65 3,865.33 4,000.00 134.67
PURCHASED 6.370 SHS 10/03/97 @ 89.9 572.70 572.70
PURCHASED 15.621 SHS 10/03/97 @ 90.32 1,410.93 1,410.93
PURCHASED 18.241 SHS 10/13/97 @ 90.55 1,651.69 1,651.69
PURCHASED 296.210 SHS 10/16/97 @ 90.42 26,783.33 26,783.33
PURCHASED 20.652 SHS 10/17/97 @ 88.4 1,825.65 1,825.65
PURCHASED 92.346 SHS 10/23/97 @ 89.03 8,221.58 8,221.58
PURCHASED 159.755 SHS 10/24/97 @ 88.18 14,087.19 14,087.19
PURCHASED 22.744 SHS 10/28/97 @ 82.09 1,867.02 1,867.02
SOLD .638 SHS 10/29/97 @ 86.09 54.37 54.93 .56
PURCHASED 137.480 SHS 10/31/97 @ 85.68 11,779.27 11,779.27
PURCHASED 21.554 SHS 11/03/97 @ 85.68 1,846.72 1,846.72
PURCHASED 86.289 SHS 11/04/97 @ 88.13 7,604.64 7,604.64
PURCHASED .159 SHS 11/06/97 @ 87.9 13.97 13.97
SOLD 5.578 SHS 11/07/97 @ 86.92 475.71 484.86 9.15
PURCHASED 22.378 SHS 11/10/97 @ 86.34 1,932.12 1,932.12
PURCHASED 20.990 SHS 11/17/97 @ 87.04 1,826.93 1,826.93
PURCHASED 31.932 SHS 11/24/97 @ 88.79 2,835.27 2,835.27
PURCHASED 267.985 SHS 11/25/97 @ 88.79 23,794.35 23,794.35
PURCHASED 20.616 SHS 11/25/97 @ 89.18 1,838.54 1,838.54
PURCHASED 21.869 SHS 12/01/97 @ 89.62 1,959.88 1,959.88
PURCHASED 93.528 SHS 12/01/97 @ 91.45 8,553.12 8,553.12
PURCHASED .146 SHS 12/03/97 @ 91.66 13.34 13.34
SOLD 19.161 SHS 12/04/97 @ 91.33 1,641.08 1,750.00 108.92
PURCHASED 22.762 SHS 12/08/97 @ 92.2 2,098.63 2,098.63
SOLD 145.364 SHS 12/09/97 @ 91.58 12,454.19 13,312.44 858.25
SOLD 117.359 SHS 12/09/97 @ 91.58 10,054.84 10,747.74 692.90
PURCHASED 27.436 SHS 12/15/97 @ 89.5 2,455.50 2,455.50
SOLD 75.359 SHS 12/16/97 @ 90.88 6,458.06 6,848.63 390.57
PURCHASED 95.509 SHS 12/18/97 @ 89.70 8,567.14 8,567.14
PURCHASED 82.812 SHS 12/22/97 @ 88.9 7,361.96 7,361.96
PURCHASED 37.153 SHS 12/23/97 @ 89.54 3,326.68 3,326.68
PURCHASED 223.349 SHS 12/29/97 @ 86.86 19,400.13 19,400.13
PURCHASED 27.801 SHS AS A REINVESTED 2,421.74 2,421.74
DIV AT A487.110 PER SH
PURCHASED 7.904 SHS AS A REINVESTED 688.53 688.53
ST CAPITAL GAIN AT $87.110 PER SH
PURCHASED 22.077 SHS AS A REINVESTED 1,923.14 1,923.14
PURCHASED 20.757 SHS 12/29/97 @ 88.48 1,836.61 1,836.61
PURCHASED 1.735 SHS AS A REINVESTED 151.06 151.06
DIV AT $87.110 PER SH
PURCHASED .494 SHS AS A REINVESTED 42.96 42.96
ST CAPITAL GAIN AT $7.110 PER SH
25
<PAGE>
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS, Continued
for the year ended December 31, 1997
<CAPTION>
NO OF REALIZED
DESCRIPTION TRANS COST CASH GAIN/LOSS
<S> <C> <C> <C> <C>
PURCHASED 1.377 SHS AS A REINVESTED 119.97 119.97
LT CAPITAL GAIN AT $87.110 PER SH
PURCHASES 62 401,926.19 401,926.19
SALES 18 81,296.10 83,652.85 2,356.75
GOLDMAN SACHS FINANCIAL SQUARE
PURCHASES 140 1,666,208.76 1,666,208.76
SALES 109 1,588,750.78 1,588,750.78
---------------- ------------- ----------
TOTAL 5% TRANSACTIONS 619 10,693,758.02 11,078,795.36 385,037.34
TRANSACTIONS NOTED BY A "*" ARE IN THEMSELVES GREATER THAN 5%
</TABLE>
26
<PAGE>
Exhibit 23
CONSENT OF COOPERS & LYBRAND L.L.P.
We consent to the incorporation by reference in the registration statement on
Form S-8 of Chesapeake Corporation for the Wisconsin Tissue Mills Inc. 401(k)
Savings Plan for Hourly Employees (File No. 33-55558) of our report dated June
16, 1998, on our audits of the financial statements of the Wisconsin Tissue
Mills Inc. 401(k) Savings Plan for Hourly Employees as of December 31, 1997
and 1996, and for the years then ended, which report is included in this
Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
June 26, 1998
27
