As filed with the Securities and Exchange Commission on June 15, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CONSOLIDATED PAPERS, INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0223100
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 8050, Wisconsin Rapids, WI 54495-8050
(Address of principal executive offices) (Zip Code)
CONSOLIDATED EMPLOYEES' TAX-SAVER & INVESTMENT PLAN
(Full title of the plan)
CARL H. WARTMAN Telephone number,
Secretary including area code,
Consolidated Papers, Inc. of agent for service:
P.O. Box 8050
Wisconsin Rapids, WI 54495-8050 (715) 422-3578
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
maximum Proposed
offering maximum Amount of
Title of securities Amount to be price aggregate registration
registration to be registered per share<F1> offering price fee
Common Stock,
$1.00 par value ... 1,000,000 shares $53 $53,000,000 $18,276
<F1> Estimated solely for the purpose of calculating the registration fee
and based on the average of the high and low prices of a share of
Common Stock, $1.00 par value, of the registrant on the New York Stock
Exchange composite tape on June 13, 1995.
THIS REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF PARTICIPATING
INTERESTS IN THE CONSOLIDATED EMPLOYEES' TAX-SAVER & INVESTMENT PLAN.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.
INCORPORATION OF DOCUMENTS BY REFERENCE.
The previously filed registration statement, File No. 2-87423, on Form S-8
covering Common Stock offered pursuant to the Consolidated Employees' Tax-saver
& Investment Plan, and also covering participating interests in that Plan
itself, is incorporated into this Registration Statement by reference.
All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all shares offered have been
sold or which deregisters all shares then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
ITEM 8.
EXHIBITS.
The following are filed as exhibits to this Registration Statement:
5 Opinion (including consent) of McDermott, Will & Emery, special
counsel with respect to the Consolidated Employees' Tax-saver &
Investment Plan.
24.1 Consent of Arthur Andersen LLP, independent public accountants.
The registrant hereby undertakes that the registrant will submit or has
submitted the Consolidated Employees' Tax-saver & Investment Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and
has made or will make all changes required by the IRS in order to qualify the
Plan.
ITEM 9. UNDERTAKINGS.
The registrant hereby undertakes that, insofar as indemnification of liabilities
arising under the Securities Act of 1993 (the "Act") may be permitted to
directors, officers and controlling persons of the registrant pursuant to the
provisions of the Certificate of Incorporation or Bylaws of the registrant or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy expressed in the Act and
will be governed by the final adjudication of such issue. The foregoing
undertaking applies both to this Registration Statement and the registrant's
registration statement on Form S-8, File No. 2-87423, heretofore filed with the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated. Each person whose signature appears below constitutes
and appoints George W. Mead and Patrick F. Brennan, and each of them, his true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wisconsin Rapids, State of Wisconsin, on June 14,
1995.
CONSOLIDATED PAPERS, INC.
By: /s/ Richard J. Kenney
___________________________________
Richard J. Kenney
Vice President, Finance
Signature Title Date
/s/ George W. Mead Chairman and Director June 14, 1995
________________________________
George W. Mead
/s/ Patrick F. Brennan President, Chief June 14, l995
________________________________ Executive Officer, and
Patrick F. Brennan Director
/s/ Richard J. Kenney Vice President, Finance June 14, 1995
________________________________
Richard J. Kenney
/s/ Ruth Baldwin Barker Director June 14, 1995
________________________________
Ruth Baldwin Barker
/s/ James R. Bostic Director June 14, 1995
________________________________
James R. Bostic
/s/ Wiley N. Caldwell Director June 14, 1995
________________________________
Wiley N. Caldwell
/s/ Sally M. Hands Director June 14, 1995
________________________________
Sally M. Hands
/s/ Bernard S. Kubale Director June 14, 1995
________________________________
Bernard S. Kubale
/s/ D. Richard Mead, Jr. Director June 14, 1995
________________________________
D. Richard Mead, Jr.
/s/ Gilbert D. Mead Director June 14, 1995
________________________________
Gilbert D. Mead
/s/ Lawrence R. Nash Director June 14, 1995
________________________________
Lawrence R. Nash
/s/ Glenn N. Rupp Director June 14, 1995
________________________________
Glenn N. Rupp
The Plan
Pursuant to the requirements of the Securities Act of 1933, the members of the
Tax-saver & Investment Board have caused this Registration Statement to be
signed on behalf of the Consolidated Employees' Tax-saver & Investment Plan by
the undersigned, thereunto duly authorized, in the City of Wisconsin Rapids,
State of Wisconsin, on June 14, 1995.
Consolidated Employees'
Tax-saver & Investment Plan
By /s/ Charles R. Bigelow
________________________________
Charles R. Bigelow
Member of the Board
By /s/ David H. Krommenacker
________________________________
David H. Krommenacker
Member of the Board
By /s/ David R. Mancusi
________________________________
David R. Mancusi
Member of the Board
By /s/ John D. Steinberg
________________________________
John D. Steinberg
Member of the Board
McDERMOTT, WILL & EMERY
227 West Monroe Street
Chicago, Illinois 60606
(312) 372-2000
EXHIBIT 5
June 14, 1995
Consolidated Papers, Inc.
Corporate Offices
P.O. Box 8050
Wisconsin Rapids, WI 54495-8050
RE: 1,000,000 Shares of Common Stock ($1.00 par value
per share) and related interests in the Consolidated
Employees' Tax-Saver and Investment Plan (the "Plan")
Gentlemen:
We have acted as counsel for Consolidated Papers, Inc. (the
"Company") in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement")
for the registration under the Securities Act of 1933, as amended,
of the above captioned securities.
We have examined or considered:
1. The Company's Certificate of Incorporation.
2. The By-Laws of the Company.
3. Telephonic confirmation of the Secretary of State of
Wisconsin, as of a recent date, as to the good standing of
the Company in that state.
4. A copy of resolutions duly adopted by the Board of
Directors of the Company relating to the Plan.
5. A copy of the Plan, as amended to date.
In addition to the examination outlined above, we have
conferred with various officers of the Company and have
ascertained or verified, to our satisfaction, such additional
facts as we deemed necessary or appropriate for the purposes of
this opinion.
Based on the foregoing, we are of the opinion that:
(a) The Company is a corporation duly organized,
validly existing and in good standing under the laws of the
State of Wisconsin.
(b) All legal and corporate proceedings necessary for
the authorization, issuance and delivery of the shares of
Common Stock under the Plan have been duly taken, and the
Common Stock, upon acquisition pursuant to the terms of the
Plan, will be duly authorized, legally and validly issued,
fully paid and nonassessable.
(c) The Plan complies with the provisions of the
Employee Retirement Income Security Act of 1974, as amended.
We hereby consent to all references to our firm in the
Registration Statement and to the filing of this opinion by the
Company as an Exhibit to the Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
WJQ:jw
EXHIBIT 24.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 19, 1995
included in Consolidated Papers, Inc.'s Form 10-K for the year ended December 1,
1994 included in or made a part of this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
June 9, 1995
