SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No.___)
Filed by the Registrant X
---
Filed by a Party other than the Registrant ___
Check the appropriate box:
___ Preliminary Proxy Statement
X Definitive Proxy Statement
- ---
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
MOSINEE PAPER CORPORATION
(Name of Registrant as Specified In Its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
X $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
___ 14a-6(j)(2).
___ $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
___ Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11[1]:
(4) Proposed maximum aggregate value of transaction:
[1] Set forth the amount on which the filing fee is
calculated and state how it was determined.
___ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identity the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
(1) Amount Previously Paid: ___________________________
(2) Form, Schedule or Registration Statement No: ___________
(3) Filing Party: ___________________________
(4) Date Filed: _____________________________
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
_______________
To Our Shareholders:
The annual meeting of shareholders of Mosinee Paper
Corporation will be held at the Westwood Conference Room, Westwood
Center, Wausau Insurance Companies, 1800 West Bridge Street,
Wausau, Wisconsin on Thursday, April 21, 1994, at 11:00 a.m.,
local time, for the following purposes:
1. To elect two Class II Directors for terms which will
expire at the annual meeting of shareholders to be held
in 1997.
2. To approve the appointment of Wipfli Ullrich Bertelson
CPAs as independent auditors for the year ending
December 31, 1994.
3. To transact such other business as may properly come
before the meeting.
PLEASE PROMPTLY VOTE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY IN THE ENCLOSED ENVELOPE.
DATED: March 23, 1994.
MOSINEE PAPER CORPORATION
Gary P. Peterson
Secretary
____________________________
A RETURN ENVELOPE REQUIRING NO POSTAGE IF MAILED IN THE UNITED
STATES IS ENCLOSED FOR YOUR CONVENIENCE IN SUBMITTING YOUR PROXY.
<PAGE>
MOSINEE PAPER CORPORATION MARCH 23, 1994
1244 KRONENWETTER DRIVE
MOSINEE, WISCONSIN 54455
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 21, 1994
SOLICITATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of
Mosinee Paper Corporation (the "Company") for use at the annual
meeting of shareholders to be held on April 21, 1994, and at any
adjournment thereof (the "Annual Meeting") for the purposes set
forth in the foregoing notice.
Officers, directors and employees of the Company may solicit
proxies by telephone, telegraph or in person in addition to
solicitation by mail. None of these persons will receive
additional compensation. Expenses incurred in connection with the
solicitation of proxies, including the reasonable expenses of
brokers, fiduciaries and other nominees in forwarding proxy
material, will be borne by the Company.
VOTING OF PROXIES
Each holder of the Company's common stock is entitled to one
vote in person or by proxy for each share held of record on all
matters to be voted upon at the Annual Meeting. Only shareholders
of record on March 2, 1994 are entitled to notice of and to vote
at the Annual Meeting.
With respect to the election of directors, shareholders may
vote in favor of the nominees specified on the accompanying proxy
card or may withhold their vote. Votes that are withheld will be
excluded entirely from the voting for directors and will have no
effect. The nominees receiving the largest number of votes will
be elected as directors of the Company.
On all matters other than the election of directors,
shareholders may vote in favor of a proposal, against a proposal
or abstain from voting. Abstentions on any matter presented to
the Annual Meeting will be treated as shares that are present and
entitled to vote for purposes of determining whether a quorum is
present, but such abstentions shall be treated as unvoted for
purposes of determining whether the matter has been approved by
the shareholders. If the votes cast in favor of a proposal (other
than the election of directors) exceed the votes cast against the
proposal, the matter will be approved by the shareholders.
<PAGE>
Brokers who hold shares of the Company's common stock in
street name for customers may have discretionary authority to vote
on certain matters when they have not received instructions from
beneficial owners, but may not have authority to vote the shares
on other matters. As to matters for which the broker cannot vote
shares held in street name, the shares will be recorded as a
"broker non-vote." Shares reported as broker non-votes will not
be considered present and entitled to vote with respect to the
matter and will not be counted for purposes of determining whether
a quorum is present.
A shareholder who executes the enclosed proxy may revoke it
at any time before it is voted by giving written notice to the
Secretary of the Company or oral notice to the presiding officer
at the Annual Meeting.
The persons named in the accompanying proxy card, as members
of the Proxy Committee of the Board of Directors, will vote the
shares subject to each proxy. The proxy in the accompanying form
will be voted as specified by each shareholder, but if no
specification is made, each proxy will be voted:
(1) TO ELECT Messrs. Richard G. Jacobus and Daniel R. Olvey
to terms of office as Class II Directors which will
expire at the annual meeting of shareholders to be held
in 1997 (see "Election of Directors"),
(2) TO APPROVE the appointment of Wipfli Ullrich Bertelson
CPAs as the Company's independent auditors for the year
ending December 31, 1994 (see "Approval of Independent
Auditors"), and
(3) IN THE BEST JUDGMENT of those named as proxies on the
enclosed form of proxy on any other matters to properly
come before the Annual Meeting (see summary of Company
bylaw requirements under "Shareholder Proposals"), the
approval of minutes and matters incident to the conduct
of the Annual Meeting or adjournment thereof.
ELECTION OF DIRECTORS
The Company's Restated Articles of Incorporation, as amended,
provide that the number of directors shall be determined by the
Board of Directors pursuant to the bylaws, but that there shall be
not less than three nor more than ten directors, divided into
three classes to be as nearly equal in size as possible. Except
in cases of the appointment of a director by the Board to fill a
vacancy resulting from the creation of a new directorship, one
class of directors is to be elected each year to serve a
three-year term. The Board has fixed the number of directors at
six, consisting of two Class I, Class II and Class III Directors,
respectively.
On August 19, 1993, Daniel R. Olvey was elected President and
Chief Executive Officer and a Class II Director of the Company and
Richard L. Radt was elected Vice Chairman. Mr. Olvey's election
filled a vacancy on the Board which had resulted from Clarence
Scholtens' resignation from the Board of Directors after having
reached the Board's mandatory retirement age.
<PAGE> At the Annual Meeting, Richard G. Jacobus and Daniel R.
Olvey will be candidates for reelection to the Board of Directors.
Each of the nominees has consented to serve if elected, but in
case one or both of the nominees is not a candidate at the Annual
Meeting it is the intention of the Proxy Committee to vote for
such substitute or substitutes as may be designated by the Board.
The following information is furnished with respect to the
nominees and all other directors:
<TABLE>
<CAPTION>
CLASS
NAME, AGE, AND YEAR
PRINCIPAL OCCUPATION IN WHICH YEAR FIRST
OR EMPLOYMENT AND TERM WILL BECAME A
OTHER AFFILIATIONS EXPIRE DIRECTOR
- -----------------------------------------------------------------
<S> <C> <C>
NOMINEES FOR A THREE-YEAR TERM
Richard G. Jacobus, 64, Class II 1985
President and Chief Executive 1997
Officer, Johnson International, Inc.
Daniel R. Olvey, 45, Class II 1993
President and Chief Executive 1997
Officer of the Company since
August, 1993; Mr. Olvey has served
in several executive capacities of
increasing responsibility with the
Company since 1991; previously, Vice
President Finance, Secretary and
Treasurer of Wausau Paper Mills
Company (1985-1991).
Richard L. Radt, 62, Class I 1988
Vice Chairman of the Board 1996
of the Company; previously,
President and Chief Executive
Officer of the Company.
Walter Alexander, 59, Class I 1987
President of Alexander 1996
Lumber Co.; also a director
of Old Second Bancorp, Inc.
San W. Orr, Jr., 52, Class III 1972
Chairman of the Board of 1995
the Company; Attorney, Estates
of A. P. Woodson & Family; also
Chairman of the Board of Wausau
Paper Mills Company and a director
of MDU Resources Group, Inc.
Stanley F. Staples, Jr., 69, Class III 1968
President, Alexander 1995
Properties, Inc. (investment
management); also a director of
Wausau Paper Mills Company and
MDU Resources Group, Inc.
</TABLE>
<PAGE>
COMMITTEES AND COMPENSATION OF THE BOARD OF DIRECTORS
COMMITTEES AND MEETINGS
The Board of Directors annually establishes Audit, Nominating
and Executive Compensation & Bonus Committees.
During 1993, Messrs. Staples, Jacobus and Alexander served as
members of the Audit Committee. The Audit Committee held two
meetings during 1993 to review the audit of the previous fiscal
year and the scope of the audit engagement and the range of audit
fees and nature of consulting fees.
The Nominating Committee consists of Messrs. Orr, Staples and
Alexander. The Nominating Committee met once in 1993 to consider
and recommend to the Board of Directors nominees for election as
directors. Inquiries concerning nominations with pertinent
background information should be directed to the Chairman of the
Nominating Committee in care of the Company. Pursuant to the
Company's bylaws, shareholders entitled to vote at the annual
meeting of shareholders to be held in 1995 may make nominations
from the floor only if proper notice of the proposed nomination
has been provided to the Secretary of the Company not earlier than
January 21, 1995 and not later than February 20, 1995. The precise
requirements, including the information required to be provided in
the notice and the procedures for notice in the event the date of
the annual meeting is changed, are set forth in the Company's
bylaws which may be obtained from the Secretary of the Company.
Messrs. Orr, Jacobus and Staples served as members of the
Executive Compensation & Bonus Committee during 1993. The
Committee met five times during 1993 to review and establish
executive compensation. The Committee is responsible for the
establishment and implementation of executive bonus programs,
including the granting of stock options. See subheading
"Committees' Report on Executive Compensation Policies," page ___.
During 1993, the Board of Directors met seven times,
including its annual organizational meeting. All of the directors
of the Company attended at least 75% of the aggregate number of
meetings of the Board and meetings of committees of the Board on
which they served.
DIRECTOR COMPENSATION
Directors received a base annual fee of $6,000 and $1,000 for
each meeting of the Board attended in 1993. No additional
compensation is paid to directors for service on committees.
Directors are reimbursed for normal and customary travel expenses
relating to meetings of the Board of Directors and Company
business.
<PAGE>
Under the Company's Deferred Compensation Plan for Directors,
directors may elect each year to defer fees otherwise payable in
cash during the year. Amounts deferred become payable after the
director's termination of service as a director in a lump sum or,
if the participants elect with the approval of the Company, in
quarterly installments over a period not in excess of 10 years.
Payments are made in a lump sum in the event a director's service
terminates as the result of a change of control of the Company, as
defined by the plan. During the period of deferral, a director
may elect that the deferred fees be credited with interest at the
prime rate in effect as of each calendar quarter at The Chase
Manhattan Bank of New York or that the deferred fees be converted
into stock equivalent units. If stock equivalent units are
elected, the director's account under the plan is credited with
common stock equivalent units which are determined by dividing the
amount deferred by the fair market value of the Company's common
stock on the date of deferral and common stock equivalent units
representing the fair market value of additional common stock
equal in amount to the cash dividends which would have been paid
on the accumulated stock equivalent units had they been actual
shares of common stock. Upon distribution, stock units are
converted to cash based upon the fair market value of the
Company's common stock at the time of distribution. During 1993,
Messrs. Orr, Olvey, Staples, Jacobus and Alexander participated in
the plan and deferred the director or meeting fees otherwise
payable to them.
The Company maintains a supplemental retirement benefit plan
under which Mr. Orr is entitled to receive a monthly retirement
benefit in an amount equal to 50% of his highest five-year average
monthly compensation beginning on the last to occur of his
termination of employment or attainment of age 60. Upon Mr. Orr's
death, his surviving spouse will be entitled to receive 50% of the
monthly benefit otherwise payable to Mr. Orr. The plan is
unfunded and provides for the accelerated payment of the present
value of benefits in a lump sum in the event of a change of
control of the Company, as defined in the plan.
BENEFICIAL OWNERSHIP OF COMMON STOCK
As of the close of business on March 2, 1994, the record
date, the Company had 7,215,943 shares of common stock outstanding
(including 67,500 shares subject to options exercisable within 60
days).
The following table sets forth, based on statements filed
with the Securities and Exchange Commission, the amount of common
stock of the Company which is deemed beneficially owned as of the
record date by each person known to the Company to be the
beneficial owner of more than 5% of the outstanding shares of the
Company's common stock.
<PAGE>
<TABLE>
<CAPTION>
Common Stock Percent
Name and Address Beneficially Owned of Class
- ------------------------------------------------------------
<S> <C> <C>
Wilmington Trust Company 723,828(1) 10.03%
Rodney Square North
1100 N. Market Street
Wilmington, DE 19890-0001
<FN>
(1) Includes 721,131 shares, representing 9.99% of the
Company's common stock, which are held in several trusts
for the benefit of the descendants of A.P. Woodson and
family.
</TABLE>
The following table sets forth, based on statements filed
with the Securities and Exchange Commission or otherwise made to
the Company, the amount of common stock of the Company which is
deemed beneficially owned by each of the directors and each of the
executive officers of the Company named in the summary
compensation table on page 7 and all directors and executive
officers as a group.
<TABLE>
<CAPTION>
Shares of
Common Stock
Name Beneficially Owned Percent of Class
- -----------------------------------------------------------------
<S> <C> <C>
Walter Alexander 5,000 *
Richard G. Jacobus 5,000 *
San W. Orr, Jr. 140,620 dagger(1) 1.95%
Richard L. Radt 3,000 *
Stanley F. Staples, Jr. 153,407(2) 2.13%
Daniel R. Olvey 38,500(3) *
Gary P. Peterson 15,200(4) *
Stuart R. Carlson 15,150 dagger(4) *
All directors and
executive officers as a
group (8 persons) 375,877 dagger(1)(2)(5) 5.21%
<FN>
*Less than 1%
Dagger Includes shares held by spouse and/or children.
(1) Includes 111,028 shares held by a trust of which
Mr. Orr is a co-trustee with shared voting and
investment power.
(2) Includes 15,712 shares held by a trust of which
Mr. Staples is a co-trustee with shared voting and
investment power and 132,946 shares held by two
charitable foundations both of which Mr. Staples serves
as an officer and a director.
(3) Includes 37,500 shares subject to options exercisable
within 60 days.
(4) Includes 15,000 shares subject to options exercisable
within 60 days.
(5) Includes 67,500 shares subject to options described in
footnotes (3) and (4).
</TABLE>
<PAGE>
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's directors and officers and persons who own more than
10% of the Company's common stock ("reporting persons") to file
reports of ownership and changes in ownership with the Securities
and Exchange Commission (the "SEC") and the Nasdaq National Market
System. Reporting persons are also required by SEC regulations to
furnish the Company with copies of all section 16(a) forms filed
by them with the SEC.
Based solely on its review of the copies of the section 16(a)
forms received by it or upon written representations from certain
of these reporting persons in lieu of such forms as to compliance
with the section 16(a) regulations, the Company is of the opinion
that during the 1993 fiscal year, all filing requirements
applicable under section 16 to the reporting persons were
satisfied.
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The table below sets forth compensation awarded, earned or
paid by the Company and its subsidiaries for services in all
capacities during each of the three years ended December 31, 1993,
1992 and 1991, to each person who served as the Company's Chief
Executive Officer ("CEO") during the 1993 fiscal year and each
executive officer of the Company, other than the CEO, as of
December 31, 1993, whose total annual salary and bonus
compensation for the most recent fiscal year exceeded $100,000.
<PAGE>
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term
Compensa-
Annual Compensation tion Awards
- -----------------------------------------------------------------------------------------
Other Securities
Name and Annual Underlying All Other
Principal Compen- Options/ Compen-
Position Year Salary(1) Bonus sation SARs (#) sation(2)
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard L. Radt; 1993 $222,304 $51,101 $0 0 $24,052(3)
Vice Chairman, 1992 $282,619 $ 0 $0 0 $16,822(3)
President and 1991 $268,240 $ 0 $0 0 $15,785(3)
CEO* and a
director
Daniel R. Olvey; 1993 $177,185 $79,678 $0 37,500(4) $16,052(3)
President and 1992 $139,012 $30,908 $0 25,000(5) $ 2,206
CEO*, 1991 $122,930 $15,150 $0 10,000(5) $ 2,726
Executive Vice
President and
Chief Operating
Officer
Gary P. 1993 $128,041 $69,012 $0 15,000(4) $11,863
Peterson; Senior 1992 $117,684 $50,017 $0 0 $ 2,185
Vice President, 1991 dagger $ 14,625 $ 2,000 $0 15,000(5) $ 0
Finance,
Secretary and
Treasurer
Stuart R. 1993 $118,407 $64,174 $0 15,000(4) $10,093
Carlson; Senior 1992 $107,182 $19,807 $0 0 $ 2,210
Vice President, 1991** $ 60,188 $ 8,000 $0 15,000(5) $ 517
Administration
<FN>
* Mr. Radt was elected Vice Chairman and Mr. Olvey was
elected President and CEO on August 19, 1993.
Dagger Mr. Peterson was elected Vice President-Finance,
Secretary and Treasurer on November 18, 1991.
** Mr. Carlson was elected as Vice President-Human
Resources on June 3, 1991.
(1) Includes compensation deferred by participants under
the Mosinee Thrift Plan. See note (2).
(2) Includes Company contributions under the Mosinee
Thrift Plan, a 401(k) plan under which matching
contributions are made by the Company according to a
fixed formula and, in part, based on the Company's
profits in excess of certain stated minimum amounts.
Thrift Plan contributions made by the Company vest
over a seven-year period. Contributions made in
1993, 1992 and 1991, on behalf of the individuals
named in the summary compensation table were as
follows:
Name 1993 1992 Dagger 1991
---- ---- ---- ----
Mr. Radt $12,052 $3,899 $3,785
Mr. Olvey $12,052 $3,083 $2,726
Mr. Peterson $11,863 $2,388 N/A *
Mr. Carlson $10,093 $2,304 $ 517*
Dagger Amounts indicated have been revised to reflect
post-1992 year-end adjustments. Previously reported
amounts were, respectively, $3,822, $2,206, $2,185
and $2,210.
*Mr. Peterson became eligible to participate on
November 18, 1991 and Mr. Carlson became eligible to
participate on June 3, 1991.
(3) Includes director fees, some of which were deferred
under the Deferred Compensation Plan for Directors
described under the heading "Committees and
Compensation of the Board of Directors," in the
following amounts: Mr. Radt: 1993, $12,000; 1992,
$13,000; 1991, $12,000; Mr. Olvey: 1993, $4,000.
(4) Stock options
(5) Stock appreciation rights
</TABLE>
<PAGE>
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
The Company maintains a stock option plan and a stock
appreciation rights plan pursuant to which options to purchase the
Company's common stock and stock appreciation rights may be
granted to key employees. The following table presents certain
information with respect to grants of stock options during fiscal
1993 to executive officers named in the summary compensation
table. No stock appreciation rights were granted in 1993 to
executive officers.
<TABLE>
Option/SAR Grants in Last Fiscal Year
<CAPTION>
Alternative
Individual Grants Grant Date
Value
- ------------------------------------------------------------------------------------------
% of Total
Number of Options/SARs
Securities Granted to
Underlying Employees in Exercise or Grant Date
Options/SARs Fiscal Base price Expiration Present
Name Granted (#) Year(1) ($/Sh)(2) Date Value $(3)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Mr. Olvey 12,500 18.5% $30.00 10/21/13 $115.375
12,500 18.5% $35.00 10/21/13 $104,750
12,500 18.5% $40.00 10/21/13 $ 96,125
Mr. Peterson 5,000 7.41% $30.00 10/21/13 $ 46,150
5,000 7.41% $35.00 10/21/13 $ 41,900
5,000 7.41% $40.00 10/21/13 $ 38,450
Mr. Carlson 12,500 7.41% $30.00 10/21/13 $ 46,150
12,500 7.41% $35.00 10/21/13 $ 41,900
12,500 7.41% $40.00 10/21/13 $ 38,450
<FN>
(1) Based on 67,500 options granted to all employees.
(2) All exercise prices were above the underlying common
stock's fair market value of $24.75 on the grant
date.
(3) Determined pursuant to Black-Scholes option pricing
model. The estimated grant date present value
reflected in the above table is determined using the
Black-Scholes model. The material assumptions and
adjustments incorporated into the Black-Scholes model
in estimating the value of the options reflected in
the above table include: (a) exercise prices on the
options granted were greater than the value ($24.75)
of the underlying stock on the date of grant, (b) an
option term of 20 years, (c) an interest rate of
5.33% that represents the interest rate on a
long-term U.S. Treasury security, (d) volatility of
46% calculated using daily stock prices for the
one-year period prior to the grant date, (e)
dividends at the rate of $.36 per share representing
the annualized dividends paid with respect to a share
of common stock at the date of grant, and (f) a
reduction of approximately 40% to reflect the
probability of forfeiture due to termination prior to
vesting and the probability of a shortened option
term due to termination of employment prior to the
option expiration date. The actual value, if any, an
optionee will realize upon exercise of an option will
depend on the excess of the market value of the
Company's common stock over the exercise price on the
date the option is exercised. There is no assurance
that the market price of the common stock will
increase as assumed for purposes of this pricing
model and no projections as to the actual future
value of the Company's common stock are intended or
made. See subheading "Stock Based Compensation" on
page 13.
</TABLE>
<PAGE>
The following table sets forth information regarding the
exercise of stock options or stock appreciation rights ("SARs") in
fiscal 1993 by each of the executive officers named in the summary
compensation table and the December 31, 1993 value of unexercised
stock options or SARs held by such officers.
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
- ------------------------------------------------------------------------------------------
<CAPTION>
Underlying Value of Unexercised In-the-
Unexercised Options/SARs Money Options/SARs at FY-
Acquired on Value at FY-End(#) End ($)(2)
Exercise Realized
Name (#)(1) ($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Mr. Radt N/A N/A 137,000 Dagger 0 $2,905,375 Dagger $ 0
Mr. Olvey N/A N/A 0 12,500* $ 0 $ (3)*
0 12,500* $ (3)*
0 12,500* $ (3)*
25,000 Dagger $ 134,701 Dagger
10,000 Dagger $ 9,102 Dagger
15,000 Dagger $ 174,234 Dagger
Mr. Peterson N/A N/A 0 5,000* $ 0 $ (3)*
5,000* $ (3)*
5,000* $ (3)*
15,000 Dagger $ 23,577 Dagger
Mr. Carlson N/A N/A 0 5,000* $ 0 $ (3)*
5,000* $ (3)*
5,000* $ (3)*
15,000 Dagger $ 26,306 Dagger
<FN>
* Options which become exercisable April 21, 1994.
Dagger SARs exercisable only for cash.
(1) Not applicable; no options or SARs were exercised in
1993.
(2) Includes the value of hypothetical shares credited to
grantee under provisions of SARs which assume cash
dividends are paid on underlying shares and invested
in Company common stock; based on $29.75 value at
December 31, 1993.
(3) Exercise price exceeded fair market value of stock at
December 31, 1993.
</TABLE>
<PAGE>
PENSION PLAN BENEFITS
MOSINEE RETIREMENT PLAN
-----------------------
The following table reflects illustrative estimated single
life normal retirement benefits payable at age 65 by the
Retirement Plan on an annual basis to participants in selected
remuneration and years of service classifications. In estimating
the annual benefit, it is assumed that covered compensation for
years after 1993 will continue at the same rate as 1993. The
benefit amounts listed in the table are based on five-year average
cash compensation paid to a participant and are not subject to any
deduction for Social Security benefits or other offset amounts.
Benefits are limited by Internal Revenue Service rules which
provide that the maximum compensation which could be used in 1993
to determine benefits was $235,840. At December 31, 1993, the
credited years of service and the approximate average remuneration
covered by the Retirement Plan for the persons named in the
summary compensation table were: Messrs. Radt, 6 years, $235,840;
Olvey, 4 years, $183,000; Peterson, 2 years, $182,000; and
Carlson, 3 years, $134,000.
<TABLE>
<CAPTION>
Final Average Years of Service
Earnings 15 20 25 30*
------------------------------------------------------
<S> <C> <C> <C> <C>
$125,000.......$18,450 $24,600 $30,750 $36,900
$150,000.......$22,200 $29,600 $37,000 $44,400
$175,000.......$25,950 $34,600 $43,250 $51,900
$200,000.......$29,700 $39,600 $49,500 $59,400
$225,000.......$33,450 $44,600 $55,700 $66,900
$250,000.......$37,200 $49,600 $62,000 $74,400
$275,000.......$40,950 $54,600 $68,250 $81,900
$300,000.......$44,700 $59,600 $74,500 $89,400
<FN>
*Maximum number of years credited for benefit accrual
purposes.
</TABLE>
SUPPLEMENTAL RETIREMENT PLAN
----------------------------
The Company entered into a Supplemental Retirement Benefit
Agreement with Mr. Radt in November, 1991 under which Mr. Radt is
entitled to receive a lump sum supplemental retirement benefit
plus interest credited at a rate, adjusted quarterly, equal to the
prime rate as published in The Wall Street Journal. As of
December 31, 1993, the accrued value of this benefit, including
interest, was $141,696. The supplemental benefit is payable on
Mr. Radt's termination of employment and will continue to be
credited with interest until the date of payment. In the event of
Mr. Radt's death prior to payment of the supplemental benefit, the
supplemental benefit will be paid to Mr. Radt's beneficiary.
<PAGE>
COMMITTEES' REPORT ON EXECUTIVE COMPENSATION POLICIES
Compensation policies are established by the Executive
Compensation & Bonus Committee of the Board of Directors (the
"Compensation Committee") which establishes and reviews base
salaries of executive officers other than the Chairman of the
Board and is also responsible for the establishment and
implementation of executive bonus and incentive programs. The
salary of Mr. Orr, the Chairman of the Board of the Company, is
approved by the Board of Directors as a whole.
The Company's compensation program for executive officers may
include various grants under the Company's stock option and stock
appreciation rights ("SAR") plans. The Company's SAR plan is
administered by a separate committee appointed by the Board of
Directors. The stock option plan is administered by the
Compensation Committee. The SAR plan committee generally
considers recommendations of the Compensation Committee with
respect to grants, but each committee has full discretion and
control over whether a grant will be made and the amount and terms
of any such grant. Insofar as this report includes a description
of the compensation policies relating to the SAR plan, this report
is a joint report of the Compensation Committee and of the SAR
plan committee.
This report describes the policies of the committees and the
Company as in effect in 1993. As circumstances change and one or
more of the committees deem it appropriate, policies in effect
from time to time for years after 1993 may change.
GENERAL
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The Company's executive compensation policies are designed to
attract and retain individuals who have experience in the paper
industry or who otherwise have particular training or skills which
will satisfy particular requirements of the Company and to reward
job performance which the Compensation Committee believes to be at
or above the level expected of the Company's executive officers.
The total compensation paid to executive officers and the
retirement and other fringe benefits provided by the Company are
designed to offer a level of compensation which is competitive
with other paper companies or, in some cases, the operating units
of larger paper companies which are comparable to the Company.
Some, but not all, of the comparable companies used for purposes
of compensation comparisons are included in the thirty-five
companies which comprise the Media General MG Industry Group 381
index of paper company stock performance under the heading "Stock
Price Performance Graph." In making compensation comparisons, the
Committee uses only those companies whose operations are similar
to the Company or, in some cases, have operating units similar to
the Company. Given the disparity in size between companies which
operate in the paper industry and the difficulty in determining
the precise duties of executive officers of other companies, it is
difficult to draw exact comparisons with the compensation policies
of other companies and the determination of appropriate
compensation levels by the Compensation Committee is, therefore,
subjective.
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The Company's overall compensation policy is designed so that
a significant portion of each executive officer's compensation
package is directly tied to the performance of the Company through
a combination of annual incentive bonuses which are based on the
Company's financial performance during each fiscal year and stock
based incentive programs which reflect the performance of the
Company's common stock. The value of the stock based incentive
awards to executive officers increases or decreases in value as
the price of the Company's common stock increases or decreases in
the Nasdaq National Market System.
Beginning in 1994, the Company may not deduct compensation
paid to the CEO and each of the four most highly paid executive
officers named in the summary compensation table who are officers
on the last day of the year to the extent the compensation paid to
the individual officer exceeds $1 million. This limitation is
subject to certain exceptions for compensation paid pursuant to
performance based plans and amounts received through the exercise
of stock options and SARs provided certain requirements are met.
Amounts receivable by Company officers under stock options or SARs
granted before February 18, 1993 are not subject to this limit.
The Company does not expect any compensation paid in 1994 will
exceed the deductible limit. The Committee is reviewing this
limit and is determining what changes, if any, will be made in the
Company's compensation policies.
BASE SALARIES AND BENEFITS
--------------------------
The Compensation Committee considers a general survey of
paper industry compensation prepared by an independent
compensation and benefit consultant to assist it in determining an
appropriate and comparable level of base salary and benefits for
executive officers. Annual increases in base salary are
determined by the overall objective of maintaining competitive
salary levels, more general factors such as the rate of inflation,
and individual job performance. Individual job performance,
including satisfaction of individual performance objectives and
goals and the accomplishment of specified programs in appropriate
cases, is the most important factor considered by the Compensation
Committee in determining appropriate increases in base
compensation.
In the case of executive officers other than the CEO,
individual performance objectives and goals are established by the
CEO and the assessment of an individual's job performance is based
on annual performance evaluations conducted by the CEO. The CEO's
base salary is determined by the Compensation Committee on the
same basis as that of the Company's other executive officers,
except that it is the Compensation Committee which annually
establishes individual performance objectives for the CEO and
reviews his accomplishment of the objectives established by the
Compensation Committee.
In addition to base salary increases which reflected the
foregoing factors, Messrs. Olvey, Peterson and Carlson also
received increases in base salary in 1993 which reflect promotions
received during the year and their increased management
responsibilities and Mr. Radt's base salary was adjusted to
reflect his election as Vice Chairman and Mr. Olvey's assumption
of the duties of CEO.
<PAGE>
INCENTIVE COMPENSATION BASED ON FINANCIAL PERFORMANCE OF THE
------------------------------------------------------------
COMPANY AND INDIVIDUAL PERFORMANCE
- ----------------------------------
The Company maintains incentive reward plans for executive
officers which provide for the payment of annual cash bonuses to
participants if annual Company financial and individual
performance objectives are met. The Compensation Committee, in
its sole discretion, annually establishes performance levels for
the plans and may throughout the year review and adjust the
standards for performance measurements, performance levels, and
the maximum cash bonuses (as a percentage of base salary) to be
paid.
In 1993, executive officers received incentive compensation,
based on each operating unit's attainment of operating income
within a specified minimum and maximum range for such unit. The
maximum bonus payable in 1993 to Mr. Radt with respect to
performance of the Company's various operating units was based on
achievement of the maximum specified operating income by each unit
and ranged from 4% to 28% of his base salary as CEO, with a
maximum aggregate bonus of 80% of base salary. The maximum
bonuses payable in 1993 to Mr. Olvey, who became President and CEO
on August 19, 1993, and to each other executive officer of the
Company was based on the achievement of the maximum specified
operating income by each Company's various operating units and
ranged from 3.75% to 26.25% of the officer's base salary with a
maximum aggregate bonus of 75% of base salary. Operating income
of each unit is determined prior to bonus expense and
extraordinary items.
In addition, during 1993 each executive officer other than
Mr. Radt was eligible to receive incentive compensation upon
satisfaction of individual performance objectives established at
the beginning of the year by Mr. Radt. The maximum aggregate
incentive compensation payable to an executive officer based upon
achievement of all individual performance objectives could not
exceed 25% of the officer's base salary.
STOCK BASED COMPENSATION
------------------------
Executive officers participate in the Company's stock option
and SAR plans at various levels. The stock option plan is
administered by the Compensation Committee and the SAR plan is
administered by a committee appointed by the Board of Directors.
Each of the committees may impose conditions or restrictions as to
exercise or vesting of grants under its respective plan. For
example, the aggregate number of options granted in 1993 to
executive officers were divided into three distinct increments
which were exercisable at successively higher exercise prices.
Neither of the committees has established formal criteria by which
the size of plan grants are determined, but each committee
considers the amount and terms of each grant already held by an
executive officer in determining the size and amount of any new
grant.
<PAGE>
The value of stock option and SAR grants are principally
related to the long-term performance of the Company's common stock
and therefore provide an identity of interests between the
Company's executive officers and its shareholders. However,
grantees of SARs benefit from the increase in value of the
underlying common stock and from the value of the hypothetical
cash dividends which would be paid with respect to a share of
stock. The value of such hypothetical dividends is determined as
if underlying shares subject to the SAR paid dividends in the same
amount as actual common stock and that such hypothetical cash
dividends are reinvested in shares of hypothetical stock on each
dividend payment date (and further assume that dividends are paid
and reinvested on the hypothetical stock in the same manner).
Therefore, executive officers who exercise SARs will benefit from
such grants regardless of an increase in the price of the
Company's common stock, but such value will be enhanced by
increases in the price of the Company's common stock and will be
of maximum value to the executive officer only if such increase in
the price of the common stock occurs. It is the intention of the
Company that the hypothetical dividend features of the SARs will
place the executive officers in the same position as shareholders
of the Company, thereby enhancing the officer's long-term
incentive and increasing his identity with the shareholders.
Options and SARs can be, but are not necessarily, granted on
an annual basis. See tables on pages 9 and 10.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
-----------------------------------------------------------
Mr. Orr is Chairman of the Compensation Committee and, as
Chairman of the Board of the Company, he is considered an employee
of the Company. See "Committees and Compensation of the Board of
Directors."
Executive Bonus and Compensation Committee
San W. Orr, Jr.
Richard G. Jacobus
Stanley F. Staples, Jr.
1990 SAR Plan Committee
Richard G. Jacobus
Stanley F. Staples, Jr.
Walter Alexander
STOCK PRICE PERFORMANCE GRAPH
The following graph and table compare the yearly percentage
change in the cumulative total shareholder return on the Company's
common stock for the five year period beginning December 31, 1988
with two indices published by Media General Financial Services.
The Media General Nasdaq Market Index indicates the performance of
all stocks which have been traded on the Nasdaq market during the
entire five year period. The Media General MG Industry Group 381-
Paper Products Index indicates the performance of thirty-five
companies in the paper products industry. The graph and table
assume that the value of the investment in the Company's common
stock and each index on December 31, 1988 was $100 and that all
dividends were reinvested.
<PAGE><TABLE>
[PERFORMANCE GRAPH FILED UNDER COVER OF FORM SE]
<CAPTION>
Value of Hypothetical Investment
December 31,
- ------------------------------------------------------------------------------------------
1988 1989 1990 1991 1992 1993
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mosinee Paper Corporation $100.00 $111.68 $134.37 $187.99 $159.36 $196.70
MG Paper Industry Group 381 Index $100.00 $113.35 $103.47 $130.21 $136.99 $143.13
MG Nasdaq Market Index $100.00 $112.89 $ 91.57 $117.56 $118.71 $142.40
</TABLE>
APPROVAL OF INDEPENDENT AUDITORS
The Board of Directors will present to the Annual Meeting a
resolution that the shareholders ratify the appointment of the
firm of Wipfli Ullrich Bertelson CPAs as independent auditors to
audit the books, records and accounts of the Company for the year
ending December 31, 1994. The firm has audited the Company's
books annually since 1931.
Representatives of Wipfli Ullrich Bertelson CPAs will be
present at the Annual Meeting and will have an opportunity to make
a statement or respond to appropriate questions.
SHAREHOLDER PROPOSALS
If any shareholder desires to submit a proposal for inclusion
in the proxy statement to be used in connection with the Annual
Meeting of Shareholders to be held in 1995, the proposal must be
in proper form and be received by the Company no later than
November 15, 1994.
Pursuant to the Company's bylaws, shareholders entitled to
vote at the annual meeting of shareholders to be held in 1995 may
bring business before the 1995 annual meeting for consideration
only if proper notice of the proposed business has been provided
to the Secretary of the Company not earlier than January 21, 1995
and not later than February 20, 1995. The precise requirements,
including the information required to be provided in the
shareholder notice and the procedures for notice in the event the
date of the annual meeting is changed, are set forth in the
Company's bylaws which may be obtained from the Secretary of the
Company. See "Committees and Compensation of Board of Directors"
regarding bylaw requirements relating to nominations from the
floor at the annual meeting of shareholders to be held in 1995.
<PAGE>
OTHER MATTERS
At this date, there are no other matters the Board of
Directors intends to present or has reason to believe others will
present to the Annual Meeting. If other matters now unknown to
the Board of Directors are properly presented at the Annual
Meeting, those named as proxies will vote in accordance with their
judgment.
DATED: March 23, 1994.
BY ORDER OF THE BOARD OF DIRECTORS
GARY P. PETERSON,
Secretary
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY.
<PAGE>
PROXY
MOSINEE PAPER CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING
APRIL 21, 1994
The undersigned, having received the Notice of Annual
Meeting, Proxy Statement, and Annual Report for the year ended
December 31, 1993, hereby appoints San W. Orr, Jr., Richard L.
Radt and Stanley F. Staples, Jr., and each of them, with full
power of substitution, proxies of the undersigned to vote all
shares of the undersigned in Mosinee Paper Corporation at the
Annual Meeting of Shareholders to be held on April 21, 1994 and at
any adjournments thereof.
UNLESS OTHERWISE SPECIFIED, THE PROXIES SHALL VOTE FOR THE
ELECTION OF THE LISTED NOMINEES AND TO APPROVE THE APPOINTMENT OF
AUDITORS.
The directors recommend a vote FOR the election of each nominee
and approval of the appointment of auditors.
1. ELECTION OF DIRECTORS:
FOR WITHHOLD
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Richard G. Jacobus ___ ___
Daniel R. Olvey ___ ___
2. Approval of appointment of Wipfli Ullrich Bertelson CPAs as
independent auditors for the year ending December 31, 1994.
FOR ___ AGAINST ___ ABSTAIN ___
(Continued and to be signed on reverse side).
(Continued from the other side)
3. In their discretion, the proxies are authorized to vote
upon matters not known to the Board of Directors as of the
date of the accompanying proxy statement, approval of
minutes of the prior annual meeting, matters incident to
the conduct of the meeting, or any adjournment thereof, and
to vote for any nominee of the Board whose nomination
results from the inability of any of the above named
nominees to serve.
Dated ___________________________, 1994
_______________________________________
Signature
_______________________________________
Signature if held jointly
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person. Please sign exactly
as name appears below. When shares are
held by joint tenants, both should
sign.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
