CONSOLIDATED PAPERS INC
U-3A-2, 1999-02-25
PAPER MILLS
Previous: CNF TRANSPORTATION INC, SC 13G/A, 1999-02-25
Next: CORNING INC /NY, 424B5, 1999-02-25




                                 FORM U-3A-2

                               FILE NO. 69-53-3
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

               STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION
                UNDER RULE U-3A-2 FROM THE PROVISIONS OF THE
                 PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                   To Be Filed Annually Prior to March 1

Consolidated Papers, Inc. (herein sometimes designated as the "Claimant") 
hereby files with the Securities and Exchange Commission, pursuant to Rule 2, 
its statement claiming exemption of itself as a holding company, and of each 
of its subsidiaries as such, from the provisions of the Public Utility Holding 
Company Act of 1935.  Claimant and the system of which it is the top "holding 
company" fall within the exemptions granted by said Rule 2.  In support of 
such claim for exemption the following information is submitted:

1.	Name, State of organization, location, and nature of business of Claimant 
and every subsidiary thereof, other than any exempt wholesale generator 
(EWG) or foreign utility company in which Claimant directly or indirectly 
holds an interest.

	The Claimant, Consolidated Papers, Inc., is a Wisconsin corporation having 
its principal office and place of business at Wisconsin Rapids, Wisconsin, 
and is engaged in the business of manufacturing and selling paper.

	Inter Lake Papers, Inc. is a Wisconsin corporation, all of the common 
stock of which is owned by Claimant. Its principal office and place of 
business is the Village of Kimberly, Wisconsin. It is engaged primarily in 
the business of manufacturing and selling paper through its wholly-owned 
subsidiaries, Inter Lake Wisconsin, Inc. and Inter Lake Sales Corporation.

	Inter Lake Wisconsin, Inc. is a Wisconsin corporation, all of the common 
stock of which is owned by Inter Lake Papers, Inc. All of the common stock 
of Inter Lake Papers, Inc. is owned by Claimant. Its principal office and 
place of business is the Village of Kimberly, Wisconsin. It is engaged 
primarily in the business of manufacturing paper.

	Inter Lake Sales Corporation is a New York corporation, all of the common 
stock of which is owned by Inter Lake Papers, Inc. All of the common stock 
of Inter Lake Papers, Inc. is owned by Claimant. Its principal office and 
place of business is the City of Des Plaines, Illinois. It is engaged 
primarily in the business of selling paper.

	Lake Superior Paper Industries is a Minnesota joint venture, all of the 
interests in which are owned by LSPI Duluth Corp. and LSPI Paper 
Corporation.  All of the common stock of LSPI Duluth Corp. and LSPI Paper 
Corporation is owned by Claimant.  The principal office and place of 
business of Lake Superior Paper Industries is the City of Duluth, 
Minnesota.  It is engaged primarily in the business of manufacturing and 
selling paper.  Effective December 31, 1998, LSPI Duluth Corp. was merged 
with and into LSPI Paper Corporation.

	Superior Recycled Fiber Industries is a Minnesota joint venture, all of 
the interests in which are owned by LSPI Fiber Co. and Superior Recycled 
Fiber Corporation.  All of the common stock of LSPI Fiber Co. and Superior 
Recycled Fiber Corporation is owned by Claimant.  The principal office and 
place of business of Superior Recycled Fiber Industries is the City of 
Duluth, Minnesota.  It is engaged primarily in the production and selling 
of recycled pulp.  Effective December 31, 1998, LSPI Fiber Co. was merged 
with and into Superior Recycled Fiber Corporation.

	Consolidated Water Power Company, a public utility company, is a Wisconsin 
corporation, all of the capital stock of which is owned by Claimant.  Its 
principal office and place of business is the City of Wisconsin Rapids, 
Wisconsin.  It is engaged primarily in the generation, transmission, 
distribution and sale of electric energy.

	Consolidated Papers Foreign Sales Corporation is a U.S. Virgin Islands 
corporation, all of the common stock of which is owned by Claimant.  Its 
principal office and place of business is the City of Charlotte Amalie, 
St. Thomas, U.S. Virgin Islands.  It manages all of the Claimant's export 
operations with respect to products which qualify as export property as 
defined in Section 927 of the Internal Revenue Code.

	Newaygo Forest Products Limited is a corporation of the Province of 
Ontario, Canada, all of the common stock of which is owned by Claimant. 
Its principal office and place of business is at Mead in said Province.  
Its principal business is the ownership of timber and timberlands in 
Canada.

	Consolidated Papers International Leasing, L.L.C. is a Delaware limited 
liability company.  It is owned 99% by Claimant and 1% by Consolidated 
Water Power Company.  Its principal office and place of business is in 
Manchester, United Kingdom.  It is a leasing company.

	CONDEPCO, Inc. is a Delaware corporation, all of the common stock of which 
is owned by Claimant.  Its principal office and place of business is in 
Dover, Delaware.  It is a financial management company.

	Wisconsin Valley Improvement Company is a Wisconsin corporation having its 
principal office and place of business in the City of Wausau, Wisconsin.  
It neither controls nor is it controlled by or under common control with 
Claimant, and it is a "subsidiary" of Claimant and Consolidated Water 
Power Company only by virtue of the definition of Section 2(a)(8)(A) of 
the Public Utility Holding Company Act of 1935.  It operates a system of 
dams and water reservoirs on the Wisconsin River and tributary streams to 
produce as nearly a uniform stream flow as practicable through all 
seasons, and charges to benefited power plant owners, water tolls as 
authorized semi-annually by the Public Service Commission of Wisconsin, 
all pursuant to special enactments of the Wisconsin Legislature (as 
amended by Chapter 497, Wisconsin Laws of 1939). It generates no electric 
energy and renders no public utility services.  Its financial statements 
are not normally consolidated with those of Claimant or any other company, 
and are omitted from the financial statements herein as not material.

	Consolidated Water Power Company on December 31, 1998 owned approximately 
33.8% of the outstanding stock of Wisconsin River Power Company, a 
Wisconsin corporation having its principal office at Wisconsin Rapids, 
Wisconsin, (herein sometimes referred to as "River Company").  This 
ownership was acquired as of December 31, 1974 from Claimant.  The nature 
of the business of River Company is as set forth in the findings and 
opinion of the Commission entered in reference to River Company on January 
29, 1948, in File Nos. 70-1656 and 31-551 (27 SEC Decisions, p. 539), 
pursuant to the Public Utility Holding Company Act of 1935, to which 
findings and opinion reference is hereby made with the same effect as 
though the contents thereof in respect to the nature of such business were 
set forth at length herein.  Briefly, such business presently consists of 
operation of two dams and hydroelectric plants on the Wisconsin River.  
The output of these two plants is sold in equal parts to three companies 
including Consolidated Water Power Company.  Consolidated Water Power 
Company and the other two customers own all outstanding stock of Wisconsin 
River Power Company in substantially equal parts.

	Neither Claimant nor any subsidiary thereof holds an interest, either 
directly or indirectly, in any EWG or foreign utility company.

2.	A brief description of the properties of Claimant and each of its 
subsidiary public utility companies used for the generation, transmission, 
and distribution of electric energy for sale, or for the production, 
transmission, and distribution of natural or manufactured gas, indicating 
the location of principal generating plants, transmission lines, producing 
fields, gas manufacturing plants, and electric and gas distribution 
facilities, including all such properties which are outside the State in 
which Claimant and its subsidiaries are organized and all transmission or 
pipelines which deliver or receive electric energy or gas at the borders 
of such State.

	The properties of Consolidated Water Power Company are used primarily for 
the generation and local transmission of electric energy sold to Claimant 
and consumed at Claimant's plants but are also used for the generation and 
local transmission and distribution of electric energy sold to the 
purchasers of electric energy as follows:

    a.	Distributed by it at retail directly to approximately one thousand 
residential, commercial, industrial, and rural consumers in the City 
of Wisconsin Rapids, Village of Biron, and Town of Grand Rapids, Wood 
County, Wisconsin, and Towns of Plover and Grant, Portage County, 
Wisconsin.

    b.	Sold at wholesale to Wisconsin Power and Light Company at the City of 
Wisconsin Rapids and to Wisconsin Public Service Corporation at the 
Town of Grand Rapids and at the City of Stevens Point, Wisconsin.

	Consolidated Water Power Company has powerhouses and dams for the 
generation of such electric energy at Wisconsin Rapids, Wisconsin; Village 
of Biron, Wisconsin; City of Stevens Point, Wisconsin; Village of Whiting, 
Wisconsin; and Town of Eau Pleine, Portage County, Wisconsin.  It has 
electric transmission lines connecting said plants and connecting with the 
plants of the Claimant and with the Petenwell plant of Wisconsin River 
Power Company.  Consolidated Water Power Company owns all necessary 
flowage rights in connection with said dams and necessary for the 
operation of its hydroelectric plants.

	None of the properties of Consolidated Water Power Company used for the 
generation, transmission, or distribution of electric energy for sale is 
located outside of the Counties of Wood, Portage, Marathon, and Adams, 
Wisconsin; no electric energy is sold or delivered by it outside of the 
State of Wisconsin; and occasionally a small amount of electric energy is 
delivered to or received by it at the borders of such State.

	The properties of Wisconsin River Power Company consist of its Petenwell 
hydroelectric plant having a nameplate capacity of 20,000 KW and its 
Castle Rock hydroelectric plant having a nameplate capacity of 15,000 KW. 
Both plants are located on the Wisconsin River south of Wisconsin Rapids, 
Wisconsin.  All electric energy produced by River Company has been and 
will be sold and delivered at the plant sites which are wholly within the 
State of Wisconsin, and no electric energy is to be delivered to or 
received by it outside the border of said State.  The business of River 
Company is entirely intrastate.

3.	The following information for the last calendar year with respect to 
Claimant and each of its subsidiary public utility companies:

    a.	Number of KWH of electric energy sold (at retail or wholesale) and 
Mcf. of natural or manufactured gas distributed at retail.

	Neither Claimant nor any subsidiary thereof sells or distributes any 
natural or manufactured gas at retail or wholesale either within or 
outside of the State of Wisconsin or at the state line.

	Neither Claimant nor any subsidiary thereof other than Consolidated Water 
Power Company and Wisconsin River Power Company sells or distributes any 
electric energy at retail or wholesale either within or outside of the 
State of Wisconsin or at the state line, provided however Claimant's 
Niagara Division sells some power back to its supplier, Wisconsin Electric 
Power Company, at a buy-back rate when machines are down and power 
generation is available.

	The number of KWH of electric energy sold at retail or wholesale during 
the twelve months ended December 31, 1998, by Consolidated Water Power 
Company and Wisconsin River Power Company and places where such sales were 
made are set forth in Exhibit "AA" annexed hereto and made a part hereof.

    b.	Number of KWH of electric energy and Mcf. of natural or manufactured 
gas distributed at retail outside the State in which each such company 
is organized.

	    None.

    c.	Number of KWH of electric energy and Mcf. of natural or manufactured 
gas sold at wholesale outside the State in which each such company is 
organized or at the State line.

	    None.

    d.	Number of KWH of electric energy and Mcf. of natural or manufactured 
gas purchased outside the State in which each such company is 
organized or at the State line.

	    None.

4.	The following information for the reporting period with respect to 
Claimant and each interest it holds directly or indirectly in an EWG or a 
foreign utility company, stating monetary amounts in United States 
dollars:

    a.	Name, location, business address and description of the facilities 
used by the EWG or foreign utility for the generation, transmission 
and distribution of electric energy for sale or for the distribution 
at retail of natural or manufactured gas.

	    Not applicable.

    b.	Name of each system company that holds an interest in such EWG or 
foreign utility company; and description of the interest held.

	    Not applicable.

    c.	Type and amount of capital invested, directly or indirectly, by the 
holding company claiming exemption; any direct or indirect guarantee 
of the security of the EWG or foreign utility company by the holding 
company claiming exemption; and any debt or other financial obligation 
for which there is recourse, directly or indirectly, to the holding 
company claiming exemption or another system company, other than the 
EWG or foreign utility company.

	    Not applicable.

    d.	Capitalization and earnings of the EWG or foreign utility company 
during the reporting period.

	    Not applicable.

    e.	Identify any service, sales or construction contract(s) between the 
EWG or foreign utility company and a system company, and describe the 
services to be rendered or goods sold and fees or revenues under such 
agreement(s).

	    Not applicable.


<TABLE>
EXHIBIT "A"
<CAPTION>
A consolidating statement of income and surplus of the Claimant and its subsidiary companies for the last calendar year, 
together with a consolidating balance sheet of Claimant and its subsidiary companies as of the close of such calendar year, 
excluding Wisconsin River Power Company (not normally consolidated), and a separate balance sheet and statement of income and 
surplus of Wisconsin River Power Company.

                                                       CONSOLIDATED PAPERS, INC.
                                                       AND SUBSIDIARY COMPANIES
                                                CONSOLIDATING STATEMENT OF NET INCOME
                                         FOR THE TWELVE MONTH PERIOD ENDED DECEMBER 31, 1998

                                                                                    Consoli-
                                                                                     dated
                                                    Sup-   Consol-         Newaygo   Papers
                               Inter               erior   idated   For-    Forest  Interna-           Intraco./
                Consolidated   Lake       Lake      Re-    Water    eign     Pro-    tional             Interco.    Con-
                   Papers     Papers    Superior   cycled  Power    Sales   ducts   Leasing             Elim-     solidated
                    Inc.       Inc.      Paper     Fiber   Company  Corp.  Limited   L.L.C.  Condepco  inations     Total  
<S>             <C>           <C>       <C>       <C>      <C>      <C>    <C>      <C>      <C>       <C>        <C>
Outside sales
  - net           $1,447.0    $367.9     $156.3    $17.1    $ 0.8    $ -    $0.3    $   -     $  -     $    -     $1,989.4
Intracompany 
  sales              620.9        -          -        -        -       -      -         -        -      (620.9)         -   
Intercompany
  sales               10.8        .6        0.1     23.7     37.6      -     2.7        -        -      ( 75.5)         -  
  Total Sales      2,078.7     368.5      156.4     40.8     38.4     0.0    3.0       0.0      0.0     (696.4)    1,989.4
    Less:  Cost
      of sales     1,782.0     355.7      145.0     43.9     35.5      -     2.5     (18.8)      -      (696.4)    1,649.4
Gross Profit
  (Loss)             296.7      12.8       11.4     (3.1)     2.9     0.0    0.5      18.8      0.0        0.0       340.0
Admn., Selling,
  & General
  Expenses
  Administra-
    tive              64.4        -          -        -       1.0      -      -        0.1       -          -         65.5
  Selling             22.1       7.0         -       0.1       -       -      -         -        -          -         29.2
  Research &
    Development        7.3        -          -        -        -       -      -         -        -          -          7.3
  Total               93.8       7.0        0.0      0.1      1.0     0.0    0.0       0.1      0.0        0.0       102.0
Income from
  Operations         202.9       5.8       11.4     (3.2)     1.9     0.0    0.5      18.7      0.0        0.0       238.0
Other Income
  Interest earned      0.3        -          -        -        -       -      -        0.1     32.1     (  1.4)       31.1
  Rentals - net         .1        -          -        -        -       -      -         -        -          -           .1
  Royalties - net      0.6        -          -        -        -       -      -         -        -          -          0.6
  Profit (Loss)
    on disposal
    of capital
    assets             3.2     ( 0.1)        -        -        -       -      -         -        -          -          3.1
  Equity in
    earnings
    of other
    companies          4.2        -          -        -       0.5      -      -         -        -          -          4.7
  Miscellaneous        1.2       0.1         -        -        -      6.5     -      ( 1.4)     1.6     (  0.1)        7.9
    Total              9.6        -          -       0.0      0.5     6.5    0.0     ( 1.3)    33.7     (  1.5)       47.5
Total Income
  (Loss)             212.5       5.8       11.4     (3.2)     2.4     6.5    0.5      17.4     33.7     (  1.5)      285.5
Other Deduc-
  tions 
  Interest            38.5      26.7        4.3       -        -       -      -       27.9       -      (  1.4)       96.0
  Carrying
    charge
    on timber
    resources          2.2        -          -        -        -       -      -         -        -          -          2.2
  Carrying
    charge
    on non-
    operating
    land                -         -          -        -        -       -      -         -        -          -           -
  Miscellaneous        2.7        .8         -        -        -      5.6     -         -        -          -          9.1
    Total             43.4      27.5        4.3      0.0      0.0     5.6    0.0      27.9      0.0     (  1.4)      107.3
Net income
  (loss) before
  income taxes       169.1     (21.7)       7.1     (3.2)     2.4     0.9    0.5     (10.5)    33.7     (  0.1)      178.2
Provision for
  income taxes        67.9     ( 6.9)       3.2     (1.1)     0.4     0.1     -      ( 4.2)    11.8         -         71.2
Net Income
  (loss) before
  extraordinary
  item               101.2     (14.8)       3.9     (2.1)     2.0     0.8    0.5     ( 6.3)    21.9     (  0.1)      107.0 
Loss on debt
  extinguish-
  ment                                      4.6                                                                        4.6 
Net Income
  (Loss)            $101.2    $(14.8)     $(0.7)   $(2.1)    $2.0    $0.8   $0.5    $( 6.3)   $21.9    $(  0.1)     $102.4

                                                      CONSOLIDATED PAPERS, INC.
                                                      AND SUBSIDIARY COMPANIES
                                             CONSOLIDATED STATEMENT OF SURPLUS ACCOUNTS
                                                     YEAR ENDED DECEMBER 31, 1998


                                                                                 Consoli-
                                                                                  dated
                                         Sup-            Consol-          Newaygo Papers
                                         erior  Inter-   idated   For-    Forest  Interna-           Intraco./
                 Consolidated    Lake     Re-    Lake     Water   eign     Pro-    tional            Interco.    Con-
                    Papers     Superior  cycled Papers    Power   Sales    ducts  Leasing             Elim-    solidated
  Particulars        Inc.       Paper    Fiber   Inc.    Company  Corp.   Limited  L.L.C.  Condepco  inations     Total  
<S>              <C>           <C>      <C>     <C>      <C>      <C>     <C>     <C>      <C>       <C>       <C> 
Capital Sur-
  plus Arising
  From:
    Premium on
      capital
      stock
      sold,
      1911 &
      1918         $    0.3    $   -    $  -    $  -     $   -    $  -    $  -     $  -     $   -    $    -     $    0.3
  Appraisal of
    plants &
    equipment,
    1917                0.1        -       -       -         -       -       -        -        -          -          0.1
  Valuation of
    water power
    rights, 1921        0.5        -       -       -         -       -       -        -        -          -          0.5
  Premium on
    capital
    stock sold
    1959, 1960,
    1961, and
    1962                0.5        -       -       -         -       -       -        -        -          -          0.5
  Net premium
    on stock
    sales &
    purchases,
    prior 
    years (A)          65.6        -       -       -         -       -       -        -        -          -         65.6
  Tax effect of
    incentive
    stock option -
    1994-1998           1.7        -       -       -         -       -       -        -        -          -          1.7
  Proceeds from
    stock issued
    in 1996 in
    excess of
    common stock
    at par value
    of $1.00/
    share (B)          13.8        -       -       -         -       -       -        -        -          -         13.8
  Interco. trans-
    fer of Power
    assets -
    1994-1995            -         -       -       -        0.5      -       -        -        -      (  0.5)         -
  Stock split,
    2 for 1           (45.3)       -       -       -         -       -       -        -        -          -        (45.3)
  Increase to
    reflect
    change in
    par value
    of common
    stock              24.5        -       -       -         -       -       -        -        -          -         24.5
  Purchase
    price of
    new
    acquisitions         -      124.2    72.1   ( 0.4)       -       -       -        -     393.2     (589.1)         -  
  Total Capital
    Surplus As Of
    December 31,
    1998               61.7     124.2    72.1   ( 0.4)      0.5      -       -        -     393.2     (589.6)       61.7

Earned Surplus
  Balance at
    beginning
    of year         1,076.2      54.3    11.9   ( 1.0)     23.5     0.1    (4.6)   ( 6.4)    24.8        2.4     1,181.2
  Net income
    for the
    year              101.2      (0.7)   (2.1)  (14.8)      2.0     0.8     0.5    ( 6.3)    21.9     (  0.1)      102.4
                    1,177.4      53.6     9.8   (15.8)     25.5     0.9    (4.1)   (12.7)    46.7        2.3     1,283.6
  Dividends
    paid in
    cash              (78.5)       -       -       -         -       -       -        -        -          -        (78.5)
  Changes:
    Dividends
      paid               -         -       -       -         -     (0.1)     -        -        -         0.1          -
    Cumulative
      transla-
      tion
      adjustment         -         -       -       -         -       -     (0.1)      -        -          -        ( 0.1)
    Treasury
      stock           ( 2.5)       -       -       -         -       -       -        -        -          -        ( 2.5)
  Earned Surplus
    or (Deficit)
    at End
    of Year          1,096.4      53.6     9.8   (15.8)     25.5     0.8   (4.2)   (12.7)    46.7        2.4     1,202.5

Total Capital
  and Earned
  Surplus or
  (Deficit)
  at End of
  Year              $1,158.1    $177.8   $81.9  $(16.2)    $26.0    $0.8  $(4.2)  $(12.7)  $439.9    $(587.2)   $1,264.2


                                                    CONSOLIDATED PAPERS, INC.
                                                    AND SUBSIDIARY COMPANIES
                                                   CONSOLIDATING BALANCE SHEET
                                                     AS OF DECEMBER 31, 1998

                                                                                Consoli-
                                                                                dated
                                               Sup-     Consol-        Newaygo  Papers
                             Inter             erior    idated  For-    Forest  Interna-            Intraco./
               Consolidated  Lake     Lake      Re-     Water   eign    Pro-    tional              Interco.     Con-
                  Papers     Papers, Superior  cycled   Power   Sales   ducts   Leasing              Elim-    solidated
                   Inc.       Inc.    Paper    Fiber   Company  Corp.  Limited   L.L.C.  Condepco   inations     Total  
<S>            <C>           <C>     <C>       <C>     <C>      <C>    <C>      <C>      <C>        <C>       <C> 
Current
  Assets
Cash & market-
  able secur-
  ities         $    2.8    $   -    $   -    $   -    $  -     $ -    $  -     $  0.4   $   -    $      -    $    3.2
Receivables
  (less
   reserves)       105.7      25.4     14.9      1.0     0.3      -       -         -        -           -       147.3
Inventories
  Finished
    stock           54.6      22.9      1.3      0.1      -       -       -         -        -           -        78.9
  Unfinished
    stock            8.7       1.7       -        -       -       -       -         -        -           -        10.4
Raw materials
  & supplies        73.3      15.9      7.4      2.9     0.2      -      0.1        -        -           -        99.8
                   136.6      40.5      8.7      3.0     0.2     0.0     0.1       0.0      0.0         0.0      189.1

Other Prepaids      47.4       0.6    (11.1)      -      2.2      -       -       (8.1)    21.6    (    3.9)      48.7
Total Current
  Assets           292.5      66.5     12.5      4.0     2.7     0.0     0.1      (7.7)    21.6    (    3.9)     388.3

Investment &
  Other Non-
    current
    Assets
Stock - Sub-
  sidiaries        853.2        -        -        -       -       -       -         -        -     (  853.2)       0.0
Stock - other
  companies
    (at cost)       34.3        -        -        -      5.4      -       -         -        -           -        39.7
Commercial &
  residential  
  property           3.1        -        -        -       -       -       -         -        -          0.1        3.2
Other
  receivables        0.2        -        -       0.4      -       -       -         -        -           -         0.6
Goodwill             6.1      89.9     30.5     13.7      -       -       -         -        -           -       140.2
Restricted cash
  related to
  lease               -         -        -        -       -       -       -         -     438.4          -       438.4
Other prepaids       1.6       1.8     12.0      0.3     0.1      -       -         -        -           -        15.8
                   898.5      91.7     42.5     14.4     5.5     0.0     0.0       0.0    438.4    (  853.1)     637.9
Advances to
  Affiliated
    Companies      606.2       0.6     97.4    350.8      -      0.8      -      270.4     15.4    (1,341.6)        -  

Fixed Assets
  Bldgs., mach.
    & equip.     2,033.8     614.1    457.1     64.8    37.3      -      1.5     315.6       -           -     3,524.2
  Less:
    Accum-
    ulated
    Depre-
    ciation       (887.4)    (48.9)   (28.8)   (10.2)  (17.5)     -     (1.1)    (54.4)      -           -    (1,048.3)
                 1,146.4     565.2    428.3     54.6    19.8     0.0     0.4     261.2      0.0         0.0    2,475.9
Land & ripar-
  ian rights         8.5       1.8      1.1      0.2     2.4      -       -         -        -           -        14.0
Timberlands
  (less deple-
  tion)             26.6        -        -        -       -       -      0.1        -        -           -        26.7
Capital add-
  itions in
  process           77.5       1.0      3.0      0.9     2.1      -       -         -        -           -        84.5
                 1,259.0     568.0    432.4     55.7    24.3     0.0     0.5     261.2      0.0         0.0    2,601.1
Deferred
  Charges            0.1        -        -        -       -       -       -         -        -           -         0.1
Total Assets    $3,056.3    $726.8   $584.8   $424.9   $32.5    $0.8    $0.6    $523.9   $475.4   $(2,198.6)  $3,627.4

                                                    CONSOLIDATED PAPERS, INC.
                                                    AND SUBSIDIARY COMPANIES
                                                   CONSOLIDATING BALANCE SHEET
                                                     AS OF DECEMBER 31, 1998

                                                                               Consoli-
                                                                                dated
                                               Sup-    Consol-        Newaygo   Papers
                            Inter-             erior   idated   For-  Forest   Interna-           Intraco./
              Consolidated   Lake     Lake      Re-     Water   eign   Pro-    tional             Interco.      Con-
                  Papers    Papers   Superior  cycled   Power   Sales  ducts   Leasing             Elim-      solidated
                  Inc.       Inc.    Paper     Fiber   Company  Corp. Limited   L.L.C.  Condepco  inations      Total  
<S>            <C>          <C>     <C>       <C>      <C>      <C>   <C>      <C>      <C>       <C>         <C>
Current Lia-
  bilities
  Capital
    lease
    obliga-
    gation      $     -    $   -    $   -    $   -    $  -    $ -   $  -       $ 18.6   $   -    $      -     $   18.6
  Leases
    payable          4.6       -        -        -       -      -      -           -        -           -          4.6
  Accounts
    payable         63.1     21.2      3.2      1.2      -      -      -           -        -           -         88.7
Accruals
  Salaries
    & wages         43.1      5.4      3.0       -       -      -      -           -        -           -         51.5
  Interest           7.6      0.8       -        -       -      -      -           -        -           -          8.4
  Income
    taxes            0.2       -        -        -      0.1     -      -           -        -           -          0.3
  Property
    taxes            7.9      1.1      2.4      0.3      -      -      -           -        -           -         11.7
  Payroll
    taxes &
    benefits        18.2      6.0      2.3       -       -      -      -           -        -           -         26.5
  Other
    accruals         7.1      2.9      1.7      0.5     0.4     -     0.1         3.9       -         (3.9)       12.7
    Total 
      Accruals      84.1     16.2      9.4      0.8     0.5     -     0.1         3.9       -         (3.9)      111.1
Total Current
  Liabilities      151.8     37.4     12.6      2.0     0.5     -     0.1        22.5       -         (3.9)      223.0

Long-term debt
  Notes Payable  1,033.0     21.6       -        -       -      -      -           -        -           -      1,054.6

Capital lease
  obligation          -        -        -        -       -      -      -        465.6       -           -        465.6

Deferred Income
  Taxes            195.6     37.3     23.6      4.4     4.4     -      -         86.9     (0.3)       (2.4)      349.5

Post-Retir.
  Health Care       93.0     54.0      1.6       -       -      -      -           -        -           -        148.6

Other Noncurr.
  Liabilities       34.0       -        -        -       -      -      -        (38.4)    35.8          -         31.4

Advances from
  Affil. Cos.      300.1    334.3    369.2    336.7     0.6     -     0.7          -        -     (1,341.6)         -  

Shareholders'
  Investment
  Preferred
    Stock             -      98.6       -        -       -      -      -           -        -     (   98.6)         -
  Common Stock
    Cons.
      Papers,
      Inc.          90.7       -        -        -       -      -      -           -        -           -         90.7
    Inter
      Lake
      Papers          -     159.9       -        -       -      -      -           -        -     (  159.9)         -  
    Cons.
      Water
      Power
      Co.             -        -        -        -      1.0     -      -           -        -     (    1.0)         -
    Foreign
      Sales
      Corp.           -        -        -        -       -      -      -           -        -           -           -  
    Newaygo
      Forest
      Prod.           -        -        -        -       -      -     4.0          -        -     (    4.0)         -  
                    90.7    159.9      0.0      0.0     1.0    0.0    4.0         0.0      0.0    (  164.9)       90.7
  Capital
    surplus         61.7     (0.5)   124.2     72.1     0.5     -      -           -     393.2    (  589.6)       61.6
  Reinvested
    earnings     1,106.5    (15.8)    53.6      9.7    25.5    0.8   (2.3)      (12.7)    46.7         3.0     1,215.0
  Cum. trans-
    lation
    adj.            (0.2)      -        -        -       -      -    (1.9)         -        -     (    0.6)       (2.7)
  Treasury
    stock           (9.9)      -        -        -       -      -      -           -        -           -         (9.9)
    Total        1,248.8    242.2    177.8     81.8    27.0    0.8   (0.2)      (12.7)   439.9   $(  850.7)    1,354.7
Total Liabi-
  lities &
  Share-
  holders'
  Investment    $3,056.3   $726.8   $584.8   $424.9   $32.5   $0.8   $0.6      $523.9   $475.4    (2,198.6)   $3,627.4


                  WISCONSIN RIVER POWER COMPANY AND SUBSIDIARY
                          WISCONSIN RAPIDS, WISCONSIN
                                 BALANCE SHEET
                            AS OF DECEMBER 31, 1998

                                    ASSETS
<S>                                                                <C>
Utility Plant
  At cost when constructed                                         $ 28.1
    Less:  Reserve for depreciation                                 (14.7)
                                                                     13.4
Other Property and Investments
  Other physical property (at cost or less)                           1.1
  Stock  - other companies (at cost)                                  0.2
                                                                      1.3

Current and Accrued Assets
  Cash and marketable securities (at cost)                            1.2
  Accounts receivable - other                                          -
  Accounts receivable from associated companies                       0.2
  Interest received                                                    -
  Materials and supplies                                              0.1
  Prepaid expense                                                     0.3
                                                                      1.8

Deferred Debits
  Land development                                                    0.6
  Other                                                               0.4
                                                                      1.0

Total Assets                                                       $ 17.5

                           LIABILITIES AND CAPITAL
<S>                                                                <C>
Capital Stock
  Authorized 95,000 shares $100 par value                          $  9.5
    Less:  Shares unissued (1,400)                                    0.1
      Capital Stock Issued and Outstanding (93,600 Shares)            9.4

Current and Accrued Liabilities
  Accounts payable                                                    0.1
  Dividends payable                                                   0.9
  Federal and state income taxes accrued                               -
  Property taxes accrued                                              0.9
  Other accrued liabilities                                           0.2
                                                                      2.1

Deferred Credits and Other Liabilities                                0.5

Postretirement Benefits                                               0.2

Reinvested Earnings                                                   5.3

Total Liabilities and Capital                                      $ 17.5

                  WISCONSIN RIVER POWER COMPANY AND SUBSIDIARY
                          WISCONSIN RAPIDS, WISCONSIN
                STATEMENT OF NET INCOME AND REINVESTED EARNINGS
             FOR THE TWELVE MONTH PERIOD ENDED DECEMBER 31, 1998


<S>                                                                 <C>
Operating Revenue
  Sales of electric energy                                          $ 5.1
  Sales of water and other operating revenue                          0.3
    Total Operating Revenues                                          5.4

Operating Expenses and Taxes
  Operation                                                           0.6
  Maintenance                                                         0.6
  Administrative and General Expenses
    Management and supervision fees                                   0.7
    Injuries and damages                                              0.1
    Other administrative and general expenses                         0.2
  Depreciation                                                        0.4
  Taxes
    Federal and State income taxes (Note 2)                           0.8
    Property taxes                                                    0.8
    Other taxes                                                        -  

      Total Operating Expenses                                        4.2

Operating Income                                                      1.2

Other Income (Deductions) (Net) (Notes 3, 4, & 5)                     0.4

Income Before Interest Charges                                        1.6

Interest Expense                                                       -  

Net Income                                                            1.6

                       STATEMENT OF REINVESTED EARNINGS

Reinvested earning, January 1                                          6.3
Net Income, 1998                                                       1.6
  Less:  Cash dividends                                                2.6

Reinvested Earnings, December 31, 1998                               $ 5.3


Note 1 -	Deferred credits and other liabilities consist of the following items:

                                                             1998
           <S>                                              <C>
           Deferred Income Tax                               $ 0.4
           Deferred Investment Tax Credit                       -
           Other Credits and Liabilities                       0.1 

             Total                                           $ 0.5

Note 2 -	Federal and State income taxes consist of the following items:

                                                             1998
           <S>                                              <C>
           Current                                           $ 0.8
           Deferred                                             -
           Deferred Investment Tax Credit                       -  
             Total                                           $ 0.8

Note 3 -	Included in "Other Income and Deductions (Net)" are the following 
income tax items:

                                                             1998
           <S>                                              <C>
           Current                                           $  - 
           Deferred                                            0.1
           Investment Tax Credit Ratably Restored               -  
             Total                                           $ 0.1

Note 4 -	Included in "Other Income and Deductions (Net)" are the following 
amounts related to Wisconsin River Power Company's land development 
projects.  These amounts are stated on a before-tax basis. (Also see 
Exhibit C.)

                                                            1998
           <S>                                              <C>
           Land Development Sales                            $ 0.6
             Less:  Cost of Sales                              0.4
                    Selling Expense                            0.2
                    Administrative Expense                     0.2

             Income (Loss) Before Tax                        $(0.2)

Note 5 -	Included in "Other Income and Deductions (Net)" are the following 
amounts related to activity of the subsidiary - The Lakes Development 
Company, Inc.  These amounts are stated on a before-tax basis. (Also 
see Exhibit D.)

                                                             1998
           <S>                                              <C>
           Sales                                             $  -
           Cost of Sales                                        -  
             Gross Profit                                      0.0

           Less:  Operating and Maintenance Expense             -
                  Interest Expense                              -  
           Total Expense                                       0.0

              Other Income                                      -  

           Income (Loss) Before Tax                          $ 0.0

                                 EXHIBIT "AA"


A sales analysis for Consolidated Water Power Company and Wisconsin River 
Power Company for the calendar year ended December 31, 1998.

                       CONSOLIDATED WATER POWER COMPANY
                         WISCONSIN RAPIDS, WISCONSIN
                                SALES ANALYSIS
                         YEAR ENDED DECEMBER 31, 1998

                               Location                  KWH          Revenue
<S>                     <C>                         <C>               <C>
Electric Energy 
Sold at Retail 
Residential and rural   Village of Biron, WI            3,819,135     $  0.2
Residential and rural   Town of Grand Rapids, WI        6,000,196        0.3
Residential and rural   Town of Plover, WI              4,273,864        0.2
Residential and rural   Town of Grant, WI                 363,613         -
Residential and rural   Wisconsin Rapids, WI              163,380         -  
  Total                                                14,620,188        0.7

Electric Energy 
Sold at Wholesale
WI Power & Light Co.    Wisconsin Rapids, WI                 -            -
WI Public Service Corp. Wisconsin Rapids, WI              373,000         -
WI Public Service Corp. Stevens Point, WI                    -            -  
  Total                                                   373,000        0.0

Interco. Sales of 
Electric Energy   
Consolidated Papers, Inc. Wisconsin Rapids, WI        287,128,349        7.7
Consolidated Papers, Inc. Village of Biron, WI        531,664,060       14.1
Consolidated Papers, Inc. Stevens Point, WI           187,309,000        5.0
Consolidated Papers, Inc. Village of Whiting, WI      404,793,200       10.8
  Total                                             1,410,894,609       37.6

Interco. Sales
of Water Power
Consolidated Papers, Inc. Wisconsin Rapids, WI               -            -  
Consolidated Papers, Inc. Village of Biron, WI               -            -  
Consolidated Papers, Inc. Village of Whiting, WI             -            -  
  Total                                                      -            -  

Utility Sale of Water                                        -           0.0

Miscellaneous Income                                         -           0.1

  Total                                             1,425,887,797     $ 38.4

                        WISCONSIN RIVER POWER COMPANY
                         WISCONSIN RAPIDS, WISCONSIN
                                SALES ANALYSIS
                         YEAR ENDED DECEMBER 31, 1998

                                Location              KWH*      Revenue
<S>                       <C>                      <C>          <C>
Electric Energy Sold
  at Wholesale
    Consolidated Water
      Power Co.           Wisconsin Rapids, WI      55,847,000    1.7
    Wisconsin Power & 
      Light Co.           Madison, WI               55,847,000    1.7
    Wisconsin Public
        Service Corp.     Stevens Point, WI         55,847,000    1.7
      Total                                        167,541,000    5.1

Miscellaneous Income                                      -        .3

  Total                                            167,541,000    5.4


*	Each of the three purchasers of the output of the Wisconsin River Power 
Company by contract is entitled to receive and is required to pay for one-
third of the total output.  The above KWH figures and all billings conform 
to this contractual requirement.  In practice, actual deliveries vary from 
the contractual one-third as the result of system conditions existing from 
time to time and such variations are equalized as soon as practicable 
without any payment adjustment.  Actual deliveries in 1998 were:

                                                                KWH*

           Consolidated Water Power Company                  55,847,000
           Wisconsin Power & Light Company                   55,847,000
           Wisconsin Public Service Corporation              55,847,000
                                                            167,541,000

                                  EXHIBIT 27


Financial Data Schedule of Claimant and its subsidiary companies on a 
consolidated basis (official Exhibit "B").

Exhibit "C" is not applicable.

The above-named Claimant has caused this statement to be duly executed on its 
behalf by its authorized officer on this 25th day of February, 1999.



                                 CONSOLIDATED PAPERS,INC.           



                                 By  /s/ Gorton M. Evans                
                                     Gorton M. Evans
                                     President and Chief Executive Officer

CORPORATE SEAL

Attest:


 /s/ Carl R. Lemke                 
Carl R. Lemke, Assistant Secretary

Name, title, and address of officer to whom notices and correspondence 
concerning this statement should be addressed:


Carl R. Lemke, Assistant Secretary
Consolidated Papers, Inc.
P.O. Box 8050
Wisconsin Rapids, Wisconsin 54495-8050

</TABLE>

<TABLE> <S> <C>

<ARTICLE>         OPUR3

<LEGEND>	This schedule contains summary financial information 
extracted from the December 31, 1998 consolidated balance 
sheet and the consolidated statements of income, 
shareholders' equity and cash flows for the twelve-month 
period ended 12/31/98 is qualified in its entirety by 
references to such financial statements.

</LEGEND>
<MULTIPLIER>      1,000
       
<S>                                                       <C>
<PERIOD-START>                                            JAN-01-1998
<PERIOD-TYPE>                                                    YEAR
<FISCAL-YEAR-END>                                         DEC-31-1998
<PERIOD-END>                                              DEC-31-1998
<BOOK-VALUE>                                                 PER-BOOK
<TOTAL-ASSETS>                                              3,627,486
<TOTAL-OPERATING-REVENUES>                                    238,012
<NET-INCOME>                                                  102,357
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission