As filed with the Securities and Exchange Commission on November 17, 1995.
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, WISCONSIN 54495-8050
(Address of Principal Executive Offices)
CONSOLIDATED PAPERS EXECUTIVE MANAGEMENT INCENTIVE PLAN 1995
(Full Title of the Plan)
CARL H. WARTMAN
SECRETARY AND CORPORATE ATTORNEY
P.O. BOX 8050
WISCONSIN RAPIDS, WISCONSIN 54495-8050
(Name and address of agent for service)
(715) 422-3578
(Telephone number, including area code, of agent for service)
COPY TO:
FREDERICK W. AXLEY, P.C.
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, ILLINOIS 60606-5096
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
Common Stock 50,000 $63.375 $3,168,750 $633.75
($1.00 par Shares
value per share)
(1) Estimated solely for the purpose of calculating the
registration fee in accordance with rule 457 under the
Securities Act of 1933 based on the average of the high and low
prices of a share of Common Stock, $1.00 par value per share,
as reported on The New York Stock Exchange.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Consolidated Papers, Inc. (the
"Registrant"), and Consolidated Papers Executive Management Incentive Plan
1995 (the "Plan") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995.
(c) The Registrant's Report on Form 8-K dated July 14, 1995 as
amended by the Report on Form 8-K/A dated September 13, 1995.
(d) All other reports filed by the Registrant and the Plan pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since July 1, 1995.
(e) The description of the Registrant's Common Stock is contained in
its Registration Statement on Form 10 filed pursuant to Section 12 of the
Exchange Act.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of
such documents (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this registration statement to
the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In conformity with Section 180.0850 through Section 180.0859 of
the Wisconsin Business Corporation Law, the Bylaws of the Registrant
provide for the indemnification of officers and directors of the Registrant
for liabilities and expenses incurred in any civil, criminal or
administrative proceeding brought about as a result of the officer's or
director's service to the Registrant.
Indemnification is mandatory under Wisconsin law unless the
director or officer is found to have breached a duty to the corporation and
to have been guilty of certain specified wrongful conduct. The Registrant
may maintain insurance, at its expense, to protect itself and any director,
officer, employee or agent of the Registrant against any loss, whether or
not the Registrant would have the obligation to provide indemnification
under Wisconsin law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description of Exhibit
4.1 Restated Articles of Incorporation of the Registrant.
Incorporated herein by reference to Exhibit 3.a. to Form 10-
Q for the quarter ended March 31, 1989.
4.2 Bylaws of the Registrant. Incorporated herein by reference
to Exhibit 3.b. to Form 10-Q for the quarter ended March 31,
1994.
5 Opinion of McDermott, Will & Emery as to the legality of the
securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of McDermott, Will & Emery (included in Exhibit 5).
24 Power of Attorney (included on signature page).
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purposes of determining any liability under the
Act, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act and each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act
that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6, or otherwise,
the Registrant has been advised that in the opinion of the 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 as expressed in
the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Wisconsin Rapids, State of
Wisconsin, on the 17th day of November, 1995.
CONSOLIDATED PAPERS, INC.
By: /s/ Richard J. Kenney
Richard J. Kenney
Vice President Finance
POWER OF ATTORNEY
We, the undersigned officers and directors of Consolidated
Papers, Inc. severally constitute Richard J. Kenney and Carl H. Wartman,
and each of them singly, our true and lawful attorneys with full power to
them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments (including post-effective amendments)
to the Registration Statement, and generally to do all things in our name
and behalf in the capacities indicated below to enable Consolidated Papers,
Inc. to comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
Pursuant to the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities
indicated on the 17th day of November, 1995.
Signature Title
/s/ Patrick F. Brennan President and Chief Executive
Officer,
Patrick F. Brennan Director
(Principal Executive Officer)
/s/ Richard J. Kenney Vice President Finance
Richard J. Kenney (Principal Financial Officer)
/s/ George W. Mead Chairman of the Board,
George W. Mead Director
/s/ Ruth Baldwin Barker Director
Ruth Baldwin Barker
/s/ James R. Bostic Director
James R. Bostic
/s/ Wiley N. Caldwell Director
Wiley N. Caldwell
/s/ Sally M. Hands Director
Sally M. Hands
/s/ Bernard S. Kubale Director
Bernard S. Kubale
/s/ D. Richard Mead, Jr. Director
D. Richard Mead, Jr.
/s/ Gilbert D. Mead Director
Gilbert D. Mead
/s/ Lawrence R. Nash Director
Lawrence R. Nash
/s/ Glenn N. Rupp Director
Glenn N. Rupp
EXHIBIT INDEX
Exhibits marked with an asterisk (*) are filed herewith. All other
documents listed are incorporated by reference to documents previously
filed by the Registrant with the Securities and Exchange Commission as
indicated.
Exhibit No. Description
4.1 Restated Articles of Incorporation of the Registrant.
Incorporated herein by reference to Exhibit 3.a. to Form
10-Q for the quarter ended March 31, 1989.
4.2 Bylaws of the Registrant. Incorporated herein by
reference to Exhibit 3.b. to Form 10-Q for the quarter
ended March 31, 1994.
5* Opinion of McDermott, Will & Emery as to the legality of
the securities being registered.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of McDermott, Will & Emery (included in Exhibit
5).
24* Power of Attorney (included on signature page).
Exhibit 5
McDermott, Will & Emery
227 West Monroe Street
Chicago, IL 60606-5096
November 16, 1995
Consolidated Papers, Inc.
P.O. Box 8050
Wisconsin Rapids, Wisconsin 54495-8050
Re: Consolidated Papers Executive Management Incentive Plan
50,000 Shares of Common Stock, $1.00 Par Value
Ladies and 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 50,000 additional shares of the Company's Common Stock, $1.00
par value (the "Common Stock"), which may be issued pursuant to
the Consolidated Papers Executive Management Incentive Plan (the
"Plan").
We have examined or considered:
1. A copy of the Restated Articles of Incorporation of
the Company.
2. The Bylaws of the Company.
3. Telephonic confirmation of the Secretary of
State of the State of Wisconsin, as of a recent date, as
to the good standing of the Company in that state.
4. A Certificate of the Secretary of the Company
relating to resolutions duly adopted by the Board of
Directors of the Company regarding the Plan.
5. A copy of the Plan.
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 upon 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 to be sold by the Company have
been duly taken, and the Common Stock, upon issuance
pursuant to the terms of the Plan, will be duly
authorized, legally and validly issued, fully paid and
nonassessable.
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
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated January 19, 1995
included in Consolidated Papers, Inc.'s Form 10-K for the year ended
December 31, 1994 and to all references to our firm included in this
registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Milwaukee, Wisconsin
November 17, 1995
