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
___ Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
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),
___ 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
___ $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 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
___ Fee paid previously with preliminary materials.
___ 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 18, 1996, at 11:00 a.m., for
the following purposes:
1. To elect two Class I directors for terms which will
expire at the annual meeting of shareholders to be held
in 1999;
2. To approve the appointment of Wipfli Ullrich Bertelson
CPAs as independent auditors for the year ending
December 31, 1996; and
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 19, 1996.
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 19, 1996
1244 KRONENWETTER DRIVE
MOSINEE, WISCONSIN 54455
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 18, 1996
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 18, 1996, 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, facsimile, electronic mail 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 February 29, 1996 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 form
of proxy 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.
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
<PAGE>
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 a 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 form of proxy, 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 L. Radt and Walter Alexander
to terms of office as Class I directors which will
expire at the annual meeting of shareholders to be held
in 1999 (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, 1996 (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" and
accompanying form of proxy).
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.
At the Annual Meeting, Messrs Richard L. Radt and Walter
Alexander 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.
<PAGE>
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 L. Radt, 64, Class I 1988
Vice Chairman of the Board; 1999
previously, President and
Chief Executive Officer of
the Company
Walter Alexander, 61, Class I 1987
President of Alexander 1999
Lumber Co.; also a director
of Old Second Bancorp, Inc.
CONTINUING DIRECTORS
Richard G. Jacobus, 66, Class II 1985
President, Mayfair 1997
Consultants, Inc. (personal
investment management);
formerly, President and
Chief Executive Officer,
Johnson International, Inc.
Daniel R. Olvey, 47, Class II 1993
President and Chief Executive 1997
Officer; Mr. Olvey has served
in several executive
capacities of increasing
responsibility with the
Company since 1989
San W. Orr, Jr., 54, Class III 1972
Chairman of the Board; 1998
Attorney, Estates of A. P.
Woodson & Family; also
Chairman of the Board of
Wausau Paper Mills Company
and a director of Marshall &
Ilsley Corporation and MDU
Resources Group, Inc.
Harry R. Baker, 62 Class III 1995
President and Chief Executive 1998
Officer, Marathon Electric Mfg.
Corp.; also a director of
Wausau Paper Mills Company
</TABLE>
<PAGE>
COMMITTEES AND COMPENSATION OF BOARD OF DIRECTORS
COMMITTEES AND MEETINGS
The Board of Directors annually establishes Audit, Nominating
and Executive Compensation & Bonus Committees.
During 1995, Messrs. Jacobus, Baker and Alexander served as
members of the Audit Committee. The Audit Committee held three
meetings during 1995 to review the audit of the previous fiscal
year, the scope of the current year's audit engagement, the range
of audit fees and the nature of consulting fees.
The Nominating Committee consists of Messrs. Orr, Alexander
and Radt. The Nominating Committee met once in 1995 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 1997 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 18, 1997 and not later than February 17, 1997. 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 Baker served as members of the
Executive Compensation & Bonus Committee during 1995. The
Committee met three times during 1995 to review and establish
executive compensation. The Committee is responsible for the
establishment and implementation of executive bonus programs. See
subcaption "Committees' Report on Executive Compensation
Policies," page 8.
During 1995, 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 $12,000 and $1,000
for each meeting of the Board attended in 1995. 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.
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 in a lump
sum after the director's termination of service as a director or,
if the director elects 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
<PAGE>
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
(1) 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 (2) 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 previously 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
1995, all directors other than Mr. Radt deferred the directors'
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 February 29, 1996, the record
date, the Company had 8,027,740 shares of common stock outstanding
(including 165,000 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 known by the Company to be
beneficially owned as of December 31, 1995 by each person then
known to the Company to be the beneficial owner of more than 5% of
the outstanding shares of the Company's common stock.
<TABLE>
<CAPTION>
Common Stock Percent
Name and Address Beneficially Owned of Class
<S> <C> <C>
Wilmington Trust Company 796,209(1) 9.92%
Rodney Square North
1100 N. Market Street
Wilmington, DE 19890-0001
David L. Babson & Co., Inc. 635,200 7.91%
One Memorial Drive
Cambridge, MA 02142-1300
<FN>
(1) Includes 793,244 shares, representing 9.88% 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>
<PAGE>
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
beneficially owned as of the record date by each of the directors,
each nominee for election as a director at the Annual Meeting 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
Beneficially Owned Percent of Class
<S> <C> <C>
Walter Alexander 5,500 *
Richard G. Jacobus 5,500 *
San W. Orr, Jr. 121,680(1) 1.52%
Richard L. Radt 3,400 dagger *
Harry R. Baker 1,100 *
Daniel R. Olvey 86,100(2) 1.07%
Gary P. Peterson 26,720(3) *
Stuart R. Carlson 26,665 dagger(3) *
All directors and
executive officers
as a group (8 persons) 276,665 dagger(1)(4) 3.45%
<FN>
* Less than 1%
dagger Includes shares held by spouse and/or children.
(1) Includes 89,129 shares which are held in several
trusts for the benefit of the descendants of
A.P. Woodson and family of which Mr. Orr is a
co-trustee with shared voting and investment power.
(2) Includes 85,000 shares subject to options exercisable
within 60 days.
(3) Includes 26,500 shares subject to options exercisable
within 60 days.
(4) Includes 138,000 shares subject to options described
in footnotes (2) and (3).
</TABLE>
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"). 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
1995 fiscal year, all filing requirements applicable under section
16 to the reporting persons were satisfied.
<PAGE>
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, 1995,
1994 and 1993, to the Company's Chief Executive Officer ("CEO")
during the 1995 fiscal year and each executive officer of the
Company, other than the CEO, as of December 31, 1995, whose total
annual salary and bonus compensation for the most recent fiscal
year exceeded $100,000.
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term
Compensa-
tion Awards
Other Securities
Name and Annual Underlying All Other
Principal Compen- Options/ Compen-
Position Year Salary(1) Bonus sation SARs (#) sation
<S> <C> <C> <C> <C> <C> <C>
Richard L. Radt; 1995 $157,200 $ 0 $0 0 $31,162(2)
Vice Chairman 1994 $157,200 $ 0 $0 0 $30,800
1993 $222,304 $ 51,101 $0 0 $24,052
Daniel R. Olvey; 1995 $258,439 $229,197 $0 30,000(3) $31,162(2)
President and CEO 1994 $229,689 $ 52,574 $0 13,750(3) $30,800
1993 $177,185 $ 79,678 $0 41,250(3) $16,052
Gary P. Peterson; 1995 $151,720 $138,244 $0 10,000(3) $13,162(4)
Senior Vice 1994 $142,730 $ 55,152 $0 0 $10,800
President, Finance, 1993 $128,041 $ 69,012 $0 16,500(3) $11,863
Secretary and
Treasurer
Stuart R. Carlson; 1995 $149,650 $125,281 $0 10,000(3) $13,162(4)
Senior Vice 1994 $139,975 $ 49,571 $0 0 $10,800
President, 1993 $118,407 $ 64,174 $0 16,500(3) $10,093
Administration
<FN>
(1) Includes compensation deferred by participants under
the Mosinee Thrift Plan (401(k)). See note (2).
(2) Includes 401(k) contribution of $13,162 and directors'
fees of $18,000. Mr. Olvey's fees were deferred under
the Deferred Compensation Plan for Directors described
under the caption "Committees and Compensation of the
Board of Directors".
(3) Stock options
(4) Company contributions under the 401(k) plan.
</TABLE>
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
The Company maintains stock option plans and a stock
appreciation rights plan. The following table presents certain
information with respect to grants of stock options during fiscal
<PAGE>
1995 to executive officers named in the summary compensation
table. No stock appreciation rights were granted in 1995 to
executive officers.
<TABLE>
Option/SAR Grants in Last Fiscal Year
<CAPTION>
Alternative
Individual Grants Grant Date
Value
- ----------------------------------------------------------------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or Grant Date
Options/SARs Employees in Base Price Expiration Present
Name Grant (#) Fiscal Year ($/Sh) Date Value $(1)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Mr. Olvey 30,000* 39% $24.50 10/19/15 $356,700
Mr. Peterson 10,000* 13% $24.50 10/19/15 $118,900
Mr. Carlson 10,000* 13% $24.50 10/19/15 $118,900
<FN>
*Options.
(1) The estimated grant date present value reflected in the
above table is determined using the Black-Scholes
pricing 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) the exercise price on the
options granted were equal to the market value of the
underlying stock on the date of grant, (b) an option
term of 14 years to reflect the expected life of the
option, (c) an interest rate of 6.57% that represents
the interest rate on long-term U.S. Treasury securities
with a maturity date corresponding to the option term,
(d) volatility of 27.19%, calculated using monthly
stock prices for the three-year period prior to the
date of grant, (e) dividend yield of 1.41% based on the
average dividend yield over the preceding three years
and (f) a vesting discount based on six-month cliff
vesting (with a 3% annual discount applied to any
unvested portion of a grant to incorporate risk of
forfeiture). 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 subcaption "Stock Based
Compensation" on page 13.
</TABLE>
The following table sets forth information regarding the
exercise of stock options or stock appreciation rights ("SARs") in
fiscal 1995 by each of the executive officers named in the summary
compensation table and the December 31, 1995 value of unexercised
stock options or SARs held by such officers.
<PAGE>
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
- --------------------------------------------------------------------------------------------------
<CAPTION>
Number of Shares
Underlying Value of Unexercised In-the-
Shares Ac- Unexercised Options/SARs Money Options/SARs at FY-
quired On Value at FY-End(#) End($)(2)
Exercise Realized
Name (#)(1) ($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mr. Radt N/A N/A 150,700 dagger 0 $2,777,201 dagger N/A
Mr. Olvey N/A N/A 13,750* 30,000*(3) $ 0(4) $31,875*
13,750* $ 0(4)
13,750* $ 0(4)
4,950* $ 0(4)
8,800* $ 0(4)
27,500 dagger $ 112,632 dagger
11,000 dagger $ 16,508 dagger
16,500 dagger $ 160,458 dagger
Mr. Peterson N/A N/A 5,500* 10,000*(3) $ 0(4) $10,625*
5,500* $ 0(4)
5,500* $ 0(4)
16,500 dagger $ 23,474 dagger
Mr. Carlson N/A N/A 5,500* 10,000*(3) $ 0(4) $10,625*
5,500* $ 0(4)
5,500* $ 0(4)
16,500 dagger $ 26,124 dagger
<FN>
* Options.
dagger SARs exercisable only for cash.
(1) Not applicable; no options or SARs were exercised in 1995.
(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 $25.5625 value at
December 31, 1995.
(3) Options which become exercisable on April 19, 1996.
(4) Exercise price exceeded fair market value of stock at
December 31, 1995.
</TABLE>
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 and
the factor for Social Security benefits for years after 1995 will
continue at the same level as 1995. The benefit amounts listed in
the table are based on five-year average 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 specify the maximum
<PAGE>
compensation which can be used to determine benefits. At
December 31, 1995, 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, 8 years, $235,840; Olvey, 6 years, $177,000;
Peterson, 4 years, $166,100; and Carlson, 5 years, $140,200.
<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 PLANS
The Company maintains a supplemental retirement plan for the
President and Vice Presidents and certain officers of the
Company's subsidiaries and divisions. The plan provides that each
participant who attains age 55 and completes 10 years of service
as an executive officer of the Company is entitled to receive 50%
of his highest five-year average salary and bonus reduced by any
benefits under the Retirement Plan. Reduced benefits are
available for retirement prior to age 62. The plan also provides
for benefits to the surviving spouse in an amount equal to 50% of
the benefit which would have been payable to the executive officer
and for certain reduced surviving spouse benefits if the executive
officer dies or becomes disabled prior to becoming eligible for a
benefit. Accrued benefits will be paid in a lump sum in the event
of a change of control of the Company, as defined in the plan.
Based on average covered compensation as of December 31, 1995, the
following annual benefits would be payable from the plan upon
retirement at age 62: Messrs. Olvey, $103,896; Peterson, $66,060;
and Carlson, $67,500. As of December 31, 1995, no current
executive officer of the Company had acquired a vested right to an
early or normal retirement benefit.
The Company maintains a Supplemental Retirement Benefit
Agreement 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, 1995, the accrued value
of this benefit, including interest, was $156,797. 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 and 1994
stock option plans are administered by separate committees
appointed by the Board of Directors. The committees generally
consider 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 and 1994 stock
option plans, this report is a joint report of the Compensation
Committee, the SAR plan committee and the 1994 stock option plan
committee.
This report describes the policies of the committees and the
Company as in effect in 1995. As circumstances change and one or
more of the committees deem it appropriate, policies in effect
from time to time for years after 1995 may change.
GENERAL
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. These
policies are also intended 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 forty-nine companies
(representing fifty stock issues) 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.
<PAGE>
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 on
The Nasdaq Stock Market.
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 1996 will exceed
the deductible limit. The Compensation Committee continues to
review this limit and its application to 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 salary.
In the case of executive officers other than the Chairman and
Vice Chairman of the Board and the CEO, 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 may annually establish performance
criteria for the CEO and review his performance.
INCENTIVE COMPENSATION BASED ON FINANCIAL PERFORMANCE OF THE
COMPANY AND INDIVIDUAL PERFORMANCE
The Company maintains incentive plans for executive officers
which provide for the payment of annual cash bonuses to
participants if annual Company financial and, in some cases,
individual performance objectives are met. The Compensation
Committee, in its sole discretion, annually establishes
<PAGE>
performance levels for the plans and may throughout the year
review and adjust the performance standards and the maximum cash
bonuses (as a percentage of base salary) to be paid.
During 1995, Mr. Olvey participated in an incentive
compensation plan which provided for a bonus opportunity ranging
from 0% of base salary if 1995 earnings per share were at or below
$1.36 to 100% if 1995 earnings per share were at least $2.09. Mr.
Peterson and Mr. Carlson participated in similar plans which
provided for a maximum bonus equal to 75% and 50%, respectively,
of their base salary based upon the same $1.36 to $2.09 range of
earnings per share. Earnings per share were adjusted for accruals
on SARs, bonus expense and extraordinary items. Mr. Peterson and
Mr. Carlson also participated in plans which provided for a
maximum bonus of 25% of base salary upon satisfaction of
individual performance objectives established at the beginning of
the year by the President and CEO and Mr. Carlson participated in
an incentive compensation plan based on the operating profit of
the Converted Products Division which provided for a maximum bonus
of 25% of Mr. Carlson's base salary.
STOCK BASED COMPENSATION
Executive officers participate in the Company's stock option
and SAR plans at various levels. The committees which administer
the plan may impose conditions or restrictions as to exercise or
vesting of grants under the respective plans. None of the
committees have 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.
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 to which the grant relates. 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 a
position similar to shareholders of the Company, thereby enhancing
the officers 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." Mr. Orr is also Chairman of the Board of Marathon
<PAGE>
Electric Mfg. Corp. and Mr. Baker, who is President and CEO of
Marathon Electric, serves on the committees named below.
<TABLE>
<CAPTION>
Executive Compensation 1988 SAR and 1994 Executive Stock
& Bonus Committee Option Committees
---------------------- ---------------------------------
<S> <C>
San W. Orr, Jr. Richard G. Jacobus
Richard G. Jacobus Harry R. Baker
Harry R. Baker Walter Alexander
</TABLE>
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, 1990
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 National Market
System during the entire five year period. The Media General MG
Industry Group 381-Paper Products Index indicates the performance
of fifty paper products industry stocks. The graph and table
assume that the value of the investment in the Company's common
stock and each index on December 31, 1990 was $100 and that all
dividends were reinvested.
[Stock Price Performance Graph Filed pursuant
to Rule 204(d) of Regulation S-T]
<TABLE>
<CAPTION>
Value of Hypothetical Investment
December 31
- ----------------------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mosinee Paper Corporation $100.00 $139.90 $118.60 $146.39 $130.00 $144.39
MG Paper Industry Group 381 Index $100.00 $125.84 $132.40 $138.33 $154.57 $192.08
MG Nasdaq Market Index $100.00 $128.38 $129.64 $155.50 $163.26 $211.77
</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, 1996. 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.
<PAGE>
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 1997, the proposal must be
in proper form and be received by the Company no later than
November 22, 1996.
Pursuant to the Company's bylaws, shareholders entitled to
vote at the annual meeting of shareholders to be held in 1997 may
bring business before the 1997 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 18, 1997
and not later than February 17, 1997. 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 1997.
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 19, 1996.
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 18, 1996
The undersigned, having received the Notice of Annual
Meeting, Proxy Statement, and Annual Report for the year ended
December 31, 1995, hereby appoint(s) San W. Orr, Jr., Daniel R.
Olvey and Richard L. Radt, 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 18, 1996 and at any adjournments
thereof.
The directors recommend a vote FOR the election of each nominee,
approval of the stock option and dividend equivalent plans and
approval of the appointment of auditors.
1. Election of directors: FOR WITHHOLD
Richard L. Radt [ ] [ ]
Walter Alexander [ ] [ ]
2. Approval of 1996 Executive Stock Option Plan and Dividend
Equivalent Plan.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Approval of appointment of Wipfli Ullrich Bertelson CPAs as
independent auditors for the year ending December 31, 1996.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. 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 and to vote for any nominee of the Board whose
nomination results from the inability of an above-named
nominee to serve.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE PROXIES
SHALL VOTE FOR THE ELECTION OF THE LISTED NOMINEES, APPROVAL OF
THE STOCK OPTION AND DIVIDEND EQUIVALENT PLANS AND APPROVAL OF THE
APPOINTMENT OF AUDITORS.
(Continued and to be signed on reverse side).
<PAGE>
(Continued from the other side)
Dated _____________________, 1996.
__________________________________
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.
