As filed with the Securities and Exchange Commission on March 4, 1999
Registration No.______________________
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.)
231 FIRST AVENUE NORTH
WISCONSIN RAPIDS, WISCONSIN 54495-8050
(Address of principal executive offices) (Zip code)
CONSOLIDATED PAPERS, INC.
1998 INCENTIVE COMPENSATION PLAN
(Full title of the plan)
CARL H. WARTMAN 715-422-3111
SECRETARY (Telephone number,
P.O. BOX 8050 including area code,
WISCONSIN RAPIDS, WISCONSIN 54495-8050 of agent for service)
(Name and address of agent for service)
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
===========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
- --------------------------- ----------------------- ------------------------ ------------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock (par value 5,000,000 shares(2) $21.84375 $109,218,750 $30,363
$1.00 per share)
- --------------------------- ----------------------- ------------------------ ------------------------- --------------------
(1)Estimated solely for purposes of calculating the amount of the registration
fee pursuant to Rule 457(c) of the Securities Act of 1933, based on the
average of the high and low sales prices of a share of Common Stock of the
Company on the New York Stock Exchange on March 2, 1999.
(2)An undetermined number of additional shares may be issued if the
anti-dilution adjustment provisions of the plan become operative.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Consolidated Papers,
Inc., a Wisconsin corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated into this registration statement
by reference.
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed with the Commission on March 30, 1998.
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998, June 30, 1998 and September 30, 1998, filed with
the Commission on May 13, 1998, August 13, 1998 and November 10, 1998,
respectively.
3. The description of the Company's Common Stock is contained in
its Registration Statement on Form 10 filed pursuant to Section 12 of
the Securities Exchange Act of 1934.
In addition, all reports and other documents that we subsequently
file 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 securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in, and
to be a part of, this registration statement from the date of filing of such
documents (such documents, and the documents enumerated above, being referred to
in this registration statement as "Incorporated Documents").
To the extent information contained in this registration statement
or any Incorporated Document differs from information contained in an
earlier-filed Incorporated Document, rely on the different information in this
registration statement or the later-filed Incorporated Document.
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 Company provide for the
indemnification of officers and directors of the Company 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 Company.
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 Company may maintain
insurance, at its expense, to protect itself and any director, officer, employee
or agent of the Company against any loss, whether or not the Company would have
the obligation to provide indemnification under Wisconsin law.
ITEM 8. EXHIBITS.
The exhibits required by Item 601 of Regulation S-K are listed in the
Exhibit Index hereto.
<PAGE>
ITEM 9. UNDERTAKINGS.(a) The undersigned Company 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 Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this registration statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
(b) The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, 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 this 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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 Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 February 10,
1999.
CONSOLIDATED PAPERS, INC.
By: /s/ Gorton M. Evans
-------------------------------------
Gorton M. Evans
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Gorton M. Evans and Carl
H. Wartman, and each of them, his true and lawful attorney-in-fact and agent,
each with full power of substitution and revocation, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective 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 each such
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement and the foregoing power of attorney have been signed
by the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ George W. Mead Chairman of the Board and Director February 10, 1999
George W. Mead
/s/ Gorton M. Evans President, Chief Executive Officer
Gorton M. Evans and Director
(Principal Executive Officer) February 10, 1999
/s/ Richard J. Kenney Senior Vice President, Finance
Richard J. Kenney (Principal Financial Officer) February 10, 1999
/s/ David P. Nimtz Controller
David P. Nimtz (Principal Accounting Officer) February 10, 1999
/s/ Ruth Baldwin Barker
Ruth Baldwin Barker Director February 10, 1999
/s/ Wiley N. Caldwell
Wiley N. Caldwell Director February 10, 1999
________________________
James D. Ericson Director
<PAGE>
/s/ Sally M. Hands
Sally M. Hands Director February 10, 1999
/s/ J. Joseph King
J. Joseph King Director February 10, 1999
/s/ Bernard S. Kubale
Bernard S. Kubale Director February 10, 1999
/s/ D. Richard Mead, Jr.
D. Richard Mead, Jr. Director February 10, 1999
/s/ Gilbert D. Mead
Gilbert D. Mead Director February 10, 1999
/s/ Lawrence R. Nash
Lawrence R. Nash Director February 10, 1999
________________________
Glenn N. Rupp Director
/s/ John S. Shiely
John S. Shiely Director February 10, 1999
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
NUMBER
5.1 Opinion of McDermott, Will & Emery as to the legality of the
securities being registered.
23.1 Consent of McDermott, Will & Emery (included in its opinion
filed as Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included with the signature page to this
registration statement).
McDERMOTT, WILL & EMERY
227 West Monroe Street
Chicago, Illinois 60606
March 4, 1999
Board of Directors
Consolidated Papers, Inc.
231 First Avenue North
Wisconsin Rapids, Wisconsin 54495
Re: Statement on Form S-8; 5,000,000 shares of Common Stock to be
issued pursuant to 1998 Incentive Compensation Plan
-------------------------------------------------------------
Gentlemen:
You have requested our opinion in connection with the above-referenced
Registration Statement on Form S-8 (the "Registration Statement") of
Consolidated Papers, Inc. (the "Company"), to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, to register
5,000,000 shares of the common stock of the Company, $1.00 par value (the
"Common Stock"), which may be issued pursuant to the Consolidated Papers, Inc.
1998 Incentive Compensation Plan (the "Plan").
We have examined or considered:
1. A copy of the Company's Articles of Incorporation, as
amended.
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. Copies of a Secretary's Certificate certifying the
resolutions duly adopted by the Board of Directors and Stockholders of
the Company relating to 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. In our examination, we have assumed the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted to us as copies, the
genuineness of all signatures on documents reviewed by us and the legal capacity
of natural persons.
Based on the foregoing, we are of the opinion that all corporate
proceedings necessary for the authorization, issuance and delivery of the Common
Stock under the Plan have been duly taken and upon acquisition pursuant to the
terms of the Plan, the Common Stock will be validly issued, fully paid and
nonassessable, except as otherwise provided in Section 180.0622(2)(b) of the
Wisconsin Business Corporation Law.
This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and is not to be used, circulated,
quoted or otherwise referred to for any other purpose without our prior written
consent. Notwithstanding the foregoing, we hereby consent to the 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.
/s/ McDERMOTT, WILL & EMERY
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 15, 1998
included in the Consolidated Papers, Inc. Form 10-K for the year ending December
31, 1997 and to all references to our firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Milwaukeee, Wisconsin
March 4, 1999
