FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number: 0-1732
MOSINEE PAPER CORPORATION
(Exact name of registrant as specified in charter)
WISCONSIN 39-0486870
(State of incorporation) (I.R.S Employer Identification
Number)
1244 KRONENWETTER DRIVE
MOSINEE, WISCONSIN 54455-9099
(Address of principal executive office)
Registrant's telephone number, including area code: 715-693-4470
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
The number of common shares outstanding at September 30, 1996 was 10,483,064.
<PAGE>
MOSINEE PAPER CORPORATION
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1996
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of
Income, Three Months and Nine Months
Ended September 30, 1996 (unaudited) and
September 30, 1995 (unaudited) 1
Condensed Consolidated Balance
Sheets, September 30, 1996 (unaudited)
and December 31, 1995 (derived from
audited financial statements) 2
Condensed Consolidated Statements
of Cash Flows, Nine Months
Ended September 30, 1996 (unaudited)
and September 30, 1995 (unaudited) 3
Notes to Condensed Consolidated
Financial Statements 4
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 5
PART II. OTHER INFORMATION
Item 3. Defaults in Senior Securities 7
Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8-K 8
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
MOSINEE PAPER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
($ thousands, except 1996 1995 1996 1995
share data - unaudited)
<S> <C> <C> <C> <C>
Net sales $81,761 $79,423 $237,130 $226,672
Cost of sales 58,764 64,644 173,445 187,061
Gross profit on sales 22,997 14,779 63,685 39,611
Operating expenses:
Selling 3,140 2,489 8,487 7,477
Administrative 4,974 4,743 17,299 11,923
Total operating expenses 8,114 7,232 25,786 19,400
Income from operations 14,883 7,547 37,899 20,211
Other income (expense):
Interest expense (1,056) (1,556) (3,512) (4,660)
Other 72 338 143 1,283
Income before income taxes 13,899 6,329 34,530 16,834
Provision for income taxes 5,620 2,537 13,950 6,750
Net income $ 8,279 $ 3,792 $20,580 $10,084
Net income per share $ 0.79 $ 0.36 $ 1.96 $ 0.96
Weighted average common
shares outstanding 10,483,064 10,483,064 10,483,064 10,483,064
</TABLE>
<PAGE>
<TABLE>
MOSINEE PAPER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
($ thousands * ) September 30, December 31,
1996 1995
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 2,015 $ 2,416
Receivables 26,819 26,533
Inventories 39,051 33,641
Deferred income taxes 4,149 4,799
Other 218 364
Total current assets 72,252 67,753
Property, plant and equipment 367,958 354,120
Less: accumulated depreciation 169,047 157,555
Net depreciated value 198,911 196,565
Other assets 9,996 8,627
TOTAL ASSETS $281,159 $272,945
LIABILITIES
Accounts payable $ 16,521 $ 20,583
Accrued and other liabilities 23,345 19,389
Accrued income taxes 1,970 1,131
Total current liabilities 41,836 41,103
Long-term debt 60,249 79,307
Deferred income taxes 31,346 24,646
Postretirement benefits 15,876 15,001
Other noncurrent liabilities 10,522 10,441
Total liabilities 159,829 170,498
Commitments and contingencies --- ---
Preferred stock of subsidiary 1,255 1,255
STOCKHOLDERS' EQUITY
Preferred stock - $1 par value, authorized
- 1,000,000 shares, none issued
Common stock - no par value, authorized
30,000,000 shares,
11,433,205 shares issued 58,678 58,678
Retained earnings 79,119 60,216
Subtotals 137,797 118,894
Treasury stock at cost (17,722) (17,702)
Total stockholders' equity 120,075 101,192
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $281,159 $272,945
<FN>
*The consolidated balance sheet at September 30, 1996 is unaudited. The
December 31, 1995 consolidated balance sheet is derived from audited financial
statements.
</TABLE>
<PAGE>
<TABLE>
MOSINEE PAPER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
Nine Months Ended
September 30,
($ thousands - unaudited) 1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income $20,580 $10,084
Provision for depreciation, depletion
and amortization 13,014 12,400
Provision for losses on accounts receivable 224 288
Gain on property, plant and equipment
disposals ( 136) ( 1,271)
Deferred income taxes 7,350 1,299
Changes in operating assets and liabilities:
Accounts receivable ( 510) ( 3,153)
Inventories ( 5,410) ( 6,641)
Other assets ( 2,651) ( 1,958)
Accounts payable and other liabilities 4,015 3,420
Accrued income taxes 839 354
Net cash provided by operating activities 37,315 14,822
Cash flows from investing activities:
Capital expenditures ( 16,564) ( 13,518)
Proceeds from property, plant and
equipment disposals 311 1,371
Net cash used in investing activities ( 16,253) ( 12,147)
Cash flows from financing activities:
Payments under credit agreements ( 19,058) ( 1,365)
Dividends paid ( 2,385) ( 2,059)
Payments for purchase of company stock ( 20) ( 14)
Net cash used in financing activities ( 21,463) ( 3,438)
Net decrease in cash and cash equivalents ( 401) ( 763)
Cash and cash equivalents at beginning of year 2,416 1,555
Cash and cash equivalents at end of period $ 2,015 $ 792
Supplemental Cash Flow Information:
Interest paid - net of amount capitalized $ 3,784 $ 4,853
Income taxes paid 5,762 5,098
</TABLE>
<PAGE>
MOSINEE PAPER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying financial statements, in the opinion of management,
reflect all adjustments which are normal and recurring in nature and
which are necessary for a fair statement of the results for the
periods presented. Some adjustments involve estimates which may
require revision in subsequent interim periods or at year-end. In all
regards, the financial statements have been presented in accordance
with generally accepted accounting principles.
<TABLE>
2. Inventories consist of the following:
<CAPTION>
($ thousands) September 30, December 31,
1996 1995
<S> <C> <C>
Raw material $17,559 $15,827
Finished goods and work in process 19,327 20,693
Supplies 9,221 8,896
Subtotal 46,107 45,416
Less: LIFO reserve 7,056 11,775
Net inventories $39,051 $33,641
</TABLE>
3. Earnings per share of common stock is based on the weighted average
number of common shares outstanding and gives effect to applicable
preferred stock dividends. Sorg Paper Company preferred stock
dividends in arrears for the nine months ended September 30, 1996
and 1995 were $51,840.
4. Net income includes expenses, or credits for incentive compensation
plans based upon the company's stock price. The company calculates
this liability using the average price of Mosinee Paper's stock at the
close of each fiscal quarter as if all earned incentive compensation
plans had been exercised on that day. For the three months ended
September 30, 1996, these plans resulted in an after-tax expense of
$183,000, or $0.02 per share, compared to the third quarter of 1995
which produced an after-tax expense of $583,000, or $0.05 per share.
For the year-to-date in 1996 these plans resulted in an after-tax
expense of $2,139,000 or $0.20 per share, compared to an after-tax
expense of $380,000 or $0.04 per share for the same period of 1995.
5. Prior year per share data has been restated for a 4 for 3 stock split
paid on May 15, 1996.
6. Refer to notes to the financial statements which appear in the 1995
annual report for the company's accounting policies which are
pertinent to these statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(All $ amounts are in thousands, except per share
amounts)
<PAGE>
RESULTS OF OPERATIONS
Increased sales, combined with improved operating margins produced an all-
time record for quarterly earnings of $0.79 per share. Record third
quarter sales of $81,761 increased 3% over the $79,423 reported last
year. This sales increase was due to large volume increases in towel and
tissue products from Mosinee Paper's Bay West Paper subsidiary. These
volume increases were partially offset by price reductions at all of the
company's locations. Sales of specialty paper products remained constant
when comparing the third quarter this year to the same period last year.
For the first nine months of 1996, record sales of $237,130 increased 5%
over the $226,672 reported for the same period last year. This was,
again, attributed principally to large volume increases at the Bay West
operations, offset by a slight decrease in volume at the company's
specialty paper locations and reductions caused by price/ mix combinations
at all the company's locations.
Cost of sales for the third quarter of $58,764 decreased 9% from the
$64,644 reported for the third quarter of 1995. As a percent of net
sales, cost of sales decreased to 72% from the year earlier level of 81%
primarily due to lower costs for pulp and wastepaper, but also reflecting
continued emphasis on cost reduction and operating efficiency. For the
nine months year-to date, cost of sales of $173,445 decreased 7% from the
$187,061 reported for the same period last year, also caused by the same
factors noted above.
Gross profit, reflecting the above, increased 56% to $22,997 for the third
quarter from the $14,779 reported for the same period last year. Gross
profit as a percent of sales for the quarter increased to 28% compared to
the 19% for the third quarter last year. On a year-to-date basis, gross
profit of $63,685 increased 61% from the $39,611 reported last year. The
gross profit margin for 1996 is 27% compared to last year's level of 17%.
This improvement in margins is due principally to lower raw material
costs.
Operating expenses for the third quarter of $8,114 increased $882, or
12%, over the $7,232 reported for the third quarter last year. Selling
expenses increased 26% over the prior year, while administrative expenses,
excluding the effect of expense for incentive compensation programs based
on the market price of the company's stock, increased $896, or 24% over
last year. For both quarters, a rise in stock prices increased the
liability for incentive compensation programs resulting in an expense of
$307 in 1996 compared to $972 in 1995. For the nine months year-to-date,
incentive compensation based on the company's stock price is an expense of
$3,588 for 1996 compared to an expense of $633 last year. For both the
quarter and nine month period this year, general inflationary increases in
operating expenses, along with employee compensation and retirement
expense increases based on increased company profitability, were partially
offset by cost reduction programs in other areas.
Reflecting the above, income from operations for the third quarter of
$14,883 increased $7,336, or 97% from the year earlier level of $7,547.
Year-to-date income from operations of $37,899 increased 88% over the
$20,211 reported for the same period last year. Excluding the effects of
the incentive compensation based on the company's stock price reported in
the preceding paragraph, income from operations for the third quarter 1996
would have been $15,190, or 78% over the year earlier level of $8,519. At
the year-to-date level, excluding the effects of the incentive
compensation based on the company's price, operating income would have
been $41,487 for 1996 and $20,844 for 1995.
<PAGE>
Interest expense decreased 32% for the quarter and 25% year-to-date
reflecting the decrease in the average principal balance of outstanding
long-term debt, while interest rates in effect remained relatively the
same when comparing the third quarter and year-to-date of 1996 to the same
periods of 1995. Other income and expense included $229 and $1,337 for
the first nine months of 1996 and 1995, respectively, from the gain from
the sales of timberland incompatible with the company's fiber needs. For
the third quarter, gains from land sales amounted to $64 this year
compared to $175 last year.
Accordingly, income before taxes reached $13,899 for the third quarter of
1996 compared to $6,329 during the same period in 1995, an increase of
120%. Pretax income for nine months of 1996 was $34,530, or 105% over the
$16,834 reported last year. The provisions for income taxes of $5,620 and
$2,537, for the third quarters of 1996 and 1995 respectively, and year-to-
date provisions of $13,950 and $6,750 are based on an effective income tax
rate of approximately 40%.
Reflecting the above, net income for the third quarter 1996 of $8,279, or
$0.79 per share, improved substantially from the $3,792, or $0.36 per
share reported for the same period last year. For the nine months, net
income more than doubled from the $10,084, or $0.96 per share reported
last year, to $20,580, or $1.96 for 1996.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities for the first nine months of 1996 of
$37,315 increased 152% from $14,822 provided during the first nine months
of 1995, with improved income from operations and tax deferrals providing
most of the additional cash. Cash used in investing activities included
$16,564 of capital expenditures which was partially offset by cash
received of $263 from timberland sales. The primary capital spending
during this period was $7,140 for towel and tissue equipment and a
warehouse addition at the Bay West Paper converting operation. This new
equipment and building addition added capacity to keep pace with the sales
volume increases at Bay West.
Cash utilized in financing activities consisted of payments of credit
agreements totaling $19,058 and payment of cash dividends to shareholders
of $2,385. Cash provided from operations less amounts utilized in
financing and investing activities reduced cash by $401 from the year-end
level of $2,416.
The company maintains a credit agreement with one bank acting as agent and
certain financial institutions as lenders to issue up to $65,000 of
unsecured borrowing less the amount of commercial paper outstanding. This
agreement has been reduced $25,000 from the $90,000 reported at year-end.
The company also maintains a loan agreement with another bank for $20,000,
making the total amount available for borrowing of $85,000. As of
September 30, 1996 the company had issued and outstanding $30,249 of
commercial paper and had other borrowings under the agreements of $30,000
for a total debt of $60,249. This leaves approximately $25,000 available
to supplement cash provided from operations for uses in the business
which, at the present time, the company believes to be adequate for the
operation of the business and planned capital expenditures.
<PAGE>
Long-term debt as a percent of total capitalization declined to 33.4% from
the prior year-end level of 43.9%. Working capital of $30,416 increased
$3,766 from the end of 1995 reflecting an increased build-up of
inventories at all locations due to the stocking of low cost pulp and
waste paper. The current ratio, reflecting this increase, improved to
1.73:1 at September 30, 1996 from the year end level of 1.65:1.
PART II - OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Sorg Paper Company, a subsidiary of the registrant, omitted the
payment of its quarterly cash dividends of $1.38 per share, payable
October 1, 1996 to shareholders of record, on its 5-1/2% cumulative
preferred stock, par value $100. The number of 5-1/2% cumulative
preferred shares outstanding is 12,552 and the amount of dividends in
arrears is $569,480.
ITEM 5. OTHER INFORMATION:
This quarterly report contains certain of management's expectations and
other forward-looking information regarding the company. While the
company believes that these forward-looking statements are based on
reasonable assumptions, all such statements involve risk and uncertainties
that could cause actual results to differ materially from those
contemplated in this report. The assumptions, risks and uncertainties
relating to the forward-looking statements in this report include those
described under the caption "Cautionary Statements Regarding Forward-
looking Information" in the company's Form 10-Q for the period ended June
30, 1996 and, from time to time, in the company's other filings with the
Securities and Exchange Commission.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibits required by Item 601 of Regulation S-K
EXHIBIT 3 - ARTICLES OF INCORPORATION AND BYLAWS
(a) Restated Articles of
Incorporation, as last
amended April 26, 1995 ......................12-48(1)
(b) Restated Bylaws, as last
amended April 16, 1992 ......................54-89(2)
EXHIBIT 4 - INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
(a) Preferred Share Rights Agreement
dated June 26, 1996 ..............................(3)
(b) Restated Articles of Incorporation
and Restated Bylaws (see Exhibit 3(a) and (b))
<PAGE>
EXHIBIT 10 - MATERIAL CONTRACTS*
(a) Deferred Compensation Plan for Directors
as amended October 17, 1996
(b) 1985 Executive Stock Option
Plan dated June 27, 1985
(c) Mosinee Paper Corporation 1988 Stock
Appreciation Rights Plan, as amended 4/18/91 ...47(4)
(d) 1994 and 1995 Incentive Compensation
Plan for Corporate Executive Officers ..........56(4)
(e) Supplemental Retirement Benefit
Plan dated October 17, 1991 ....................57(4)
(f) Supplemental Retirement Benefit Agreement
dated November 15, 1991 ........................65(4)
(g) 1994 Executive Stock Option Plan
(h) Mosinee Supplemental Retirement Plan ........68-83(5)
* All exhibits represent executive compensation plans and
arrangements
(27) FINANCIAL DATA SCHEDULE
Page numbers set forth herein correspond to the page numbers using the
sequential numbering system for documents filed on paper or the page
numbers as filed via EDGAR in electronic format where such exhibit can be
found in the following reports of the company (Commission File No. 0-
1732) filed with the Securities and Exchange Commission:
(1) Exhibit (3)(i) to Registrant's quarterly report on Form 10-Q for
the period ended June 30, 1996
(2) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992
(3) Registrant's Form 8-A dated July 2, 1996
(4) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995
(5) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994
(b) Reports on Form 8-K:
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MOSINEE PAPER CORPORATION
November 4, 1996 GARY P. PETERSON
Gary P. Peterson
Senior Vice President-Finance,
Secretary and Treasurer
(On behalf of the Registrant and as
Principal Financial Officer)
<PAGE>
EXHIBIT INDEX<dagger>
TO
FORM 10-Q
OF
MOSINEE PAPER CORPORATION
FOR THE PERIOD ENDED SEPTEMBER 30, 1996
Pursuant to <section>102(d) of Regulation S-T
(17 C.F.R.<section>232.102(d))
EXHIBIT 10 - MATERIAL CONTRACTS
(a) Deferred Compensation Plan for Directors,
as amended October 17, 1996
(b) 1985 Executive Stock Option
Plan dated June 27, 1985
(g) 1994 Executive Stock Option Plan,
as amended October 17, 1996
EXHIBIT 27 - FINANCIAL DATA SCHEDULE
<dagger> Exhibits required by Item 601 of Regulation S-K which have been
previously filed and are incorporated by reference are set forth in Part
II, Item 6(a) of the Form 10-Q to which this Exhibit Index relates
EXHIBIT 10(a)
MOSINEE PAPER CORPORATION
DEFERRED COMPENSATION PLAN FOR DIRECTORS
As last amended effective
November 1, 1996
<PAGE>
MOSINEE PAPER CORPORATION
DEFERRED COMPENSATION PLAN FOR DIRECTORS
1. RESTATEMENT OF PLAN. Mosinee Paper Corporation (the "Company")
hereby amends and restates the Mosinee Paper Corporation Deferred Compensation
Plan for Directors effective as of June 17, 1993 (the "Plan").
2. PURPOSE. The purpose of the Plan is to establish an alternative
method of compensating members of the Board of Directors of the Company (the
"Directors"), whether or not they otherwise receive compensation as employees
of the Company, in order to aid the Company in attracting and retaining as
Directors persons whose abilities, experience and judgment can contribute to
the continued progress of the Company and to provide a mechanism by which the
interests of the Directors and the shareholders can be more closely aligned.
3. DEFINITIONS. As used in this Plan the following terms shall have
the meaning set forth in this paragraph 3:
(a) "BENEFICIARY" shall mean such person or persons, or organization or
organizations, as the Participant from time to time may designate by a
written designation filed with the Company during the Participant's life.
Any amounts payable hereunder to a Participant's Beneficiary shall be
paid in such proportions and subject to such trusts, powers and
conditions as the Participant may provide in such designation. Each such
designation, unless otherwise expressly provided therein, may be revoked
by the Participant by a written revocation filed with the Company during
the Participant's life. If more than one such designation shall be filed
by a Participant with the Company, the last designation so filed shall
control over any revocable designation filed prior to such filing. To
the extent that any amounts payable under this Plan to a Participant's
Beneficiary are not effectively disposed of pursuant to the above
provisions of this paragraph 3(a), either because no designation was in
effect at the Participant's death or because a designation in effect at
the Participant's death failed to dispose of such amounts in their
entirety, then for purposes of this Plan, the Participant's "Beneficiary"
as to such undisposed of amounts shall be the Participant's estate.
(b) "CHANGE OF CONTROL OF THE COMPANY" shall be deemed to have occurred
when:
(1) any one of the following events occurs:
(A) any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), other than (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its
subsidiaries, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a company
owned, directly or indirectly, by the shareholders of the Company
in substantially the same proportions as their ownership of stock
of the Company, is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company (not including in the securities
beneficially owned by such persons any securities acquired directly
from the Company or its affiliates) representing more than 50% of
<PAGE> the combined voting power of the Company's then outstanding
securities; provided, however, that for the purpose of determining
whether any shareholder of the Company on the date hereof becomes
the beneficial owner of securities of the Company representing more
than 50% of the combined voting power of the Company's then
outstanding securities, the securities of the Company held by such
shareholder on the date hereof shall not be taken into account;
(B) the shareholders of the Company approve a merger or
consolidation of the Company or a share exchange with any other
company, other than a merger or consolidation or share exchange
which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving entity) in combination with the
ownership of any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, at least 50% of the
combined voting power of the voting securities of the Company or
such surviving entity outstanding immediately after such merger or
consolidation or share exchange, or a merger or consolidation or
share exchange effected to implement a recapitalization of the
Company (or similar transaction) in which no person acquires more
than 50% of the combined voting power of the Company's then
outstanding securities; or
(C) the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets and
(2) a majority of the members of the Board of Directors who are
unaffiliated with an Interested Shareholder (defined below) and who were
members of the Board of Directors as of a date prior to the date on which
the Interested Shareholder became an Interested Shareholder has not, by
resolution prior to (A) the person described in subparagraph (1)(A)
becoming the beneficial owner of 10% of the combined voting power of the
Company's then outstanding securities or (B) the approval of shareholders
described in (1)(B) or (C) the approval of shareholders described in
(1)(C), approved or recommended such event. For purposes of this
paragraph 3(b), the term "Interested Shareholder" shall mean any person
(other than the Company or any of its subsidiaries or any member of the
Board of Directors as of the effective date of this Plan or any affiliate
of such person) who first became the beneficial owner of 10% or more of
the combined voting power of the Company's then outstanding securities
after the effective date of this Plan.
(c) "COMMON STOCK" shall mean the common stock, without par value, of
the Company.
(d) "DIRECTORS' FEES" shall mean all of the compensation to which a
Director would otherwise become entitled for services to be rendered as a
Director.
(e) "FAIR MARKET VALUE" of the Common Stock on any day shall be deemed
to be the mean between the published high and low sale prices at which
the Common Stock is traded on a bona fide over-the-counter market or, if
such stock is not so traded on such day, on the next preceding day on
which the Common Stock was so traded.
<PAGE>(f) "PARTICIPANT" shall mean a Director who has made an election to
defer Directors' Fees in accordance with paragraph 4.
(g) "TERMINATION OF SERVICE" shall mean the BONA FIDE termination of a
Participant's services as a member of the Board of Directors of the
Company.
4. RIGHT TO DEFER DIRECTORS' FEES.
(a) Each Director may elect before January 1 of any fiscal year of the
Company to become a Participant and to defer the payment of all of the
Directors' Fees to which the Participant would otherwise become entitled for
services to be rendered during each fiscal year subsequent to the date on
which such election is effective. An election by a Director to defer
Directors' Fees pursuant to this subparagraph (a) shall be effective with
respect to Directors' Fees earned during the first fiscal year beginning after
the date such election is made and during each subsequent fiscal year until
revoked or amended, provided that any such revocation or amendment shall only
be effective with respect to fiscal years beginning after the date written
notice of such revocation or amendment is first received by the Company.
(b) Despite any other provision of subparagraph (a), if a person
becomes a Director during a fiscal year, such Director may elect to become a
Participant with respect to Directors' Fees earned during the year in which he
became a Director, provided such election is made before such person begins to
serve as a Director. An election by a Director to defer Directors' Fees
pursuant to this subparagraph (b) shall be effective after the date such
election is made and received by the Company with respect to Directors' Fees
earned during the fiscal year in which such election is made and during each
subsequent fiscal year until revoked or amended, provided that any such
revocation or amendment shall only be effective with respect to fiscal years
beginning after the date written notice of such revocation or amendment is
first received by the Company.
(c) Directors' Fees deferred by a Participant shall be distributable in
accordance with paragraph 9 hereof and only after such Participant's
Termination of Service. Any Directors' Fees not subject to an election made
in accordance with this paragraph 4 shall be paid to the Director in cash.
5. ACCOUNTING AND ELECTIONS.
(a) The Company shall establish a Deferred Cash Account and a Deferred
Stock Account in the name of each Participant.
(b) Each Participant shall make an initial election at the time his
deferral election is filed pursuant to paragraph 4 to have his deferred
Directors' Fees allocated to his Deferred Cash Account or his Deferred Stock
Account. Effective from and after November 1, 1996, each fiscal year, a
Participant may file a new election with the Company specifying (1) the
Account to which all Directors' Fees deferred subsequent to the last day of
such fiscal year (and prior to the effective date of any subsequent election)
shall be allocated and/or (2) the Account to which all or any portion of the
balance of his Accounts as of the last day of such fiscal year shall be
allocated. The transfer of a Participant's Account balance shall be made in
accordance with the following:
(1) in the case of a transfer from a Deferred Cash Account into a
Deferred Stock Account, that portion of the balance in the Participant's
<PAGE>Deferred Cash Account as of the last day of the fiscal year in which the
Participant has made an election to transfer his Deferred Cash Balance
shall be determined after giving effect to all other adjustments required
by this Plan and such portion shall be debited from the Participant's
Deferred Cash Account and credited to his Deferred Stock Account
effective as of the first day of the next subsequent fiscal year.
(2) in the case of a transfer from a Deferred Stock Account into a
Deferred Cash Account, the number of Stock Equivalent Units in the
Participant's Deferred Stock Account as of the last day of the fiscal
year to which the Participant has made an election to transfer his
Deferred Stock Account shall be determined after giving effect to all
other adjustments required by this Plan and such Stock Equivalent Units
shall be converted into cash equivalent by multiplying the number of such
units by an amount equal to the per share Fair Market Value of the Common
Stock on the last day of the fiscal year. Effective as of the first day
of the next subsequent fiscal year the Participant's Deferred Stock
Account shall be debited by the number of Stock Equivalent Units so
transferred and the Participant's Deferred Cash Account credited by the
amount of cash equivalent so determined.
Any election made by a Participant in accordance with this paragraph 5 shall
remain in effect until a new election filed by the Participant becomes
effective. A Participant's initial election shall be effective as of the date
the Director becomes a Participant. Notwithstanding any other provision of
this Plan, no election shall become effective if it is made by a Participant
within six months of the immediately preceding election filed by such
Participant and any such election shall be null and void.
(c) As of each date on which the Company shall make a payment of
Director's Fees and a Participant has a deferral election then in effect,
there shall be credited to such Participant's Deferred Cash Account or
Deferred Stock Account, as the case may be in accordance with such
Participant's most recent effective election, the Directors' Fees otherwise
payable to such Participant in cash as of such date.
(d) Despite any other provision of this Plan, the most recent election
in effect on November 1, 1996, made by a Participant with respect to the
crediting of his Director's Fees to such Participant's Deferred Cash Account
or Deferred Stock Account shall remain in effect as of November 1, 1996 as if
such election had been made pursuant to subparagraph (a).
(e) Within 90 days of the end of each fiscal year in which this Plan is
in effect, the Company shall furnish each Participant a statement of the
year-end balance in such Participant's Deferred Cash Account and Deferred
Stock Account.
6. FORM FOR ELECTIONS. The Secretary of the Company shall provide
election forms for use by Directors in making an initial election to become a
Participant and for making all other elections or designations permitted or
required by the Plan.
7. DEFERRED CASH ACCOUNT. As of the last day of each fiscal quarter,
there shall be computed, with respect to each Deferred Cash Account which is
then in existence, an amount equal to interest on the average daily balance in
such Account during such quarter, computed at a rate per annum equal to the
prime rate of interest then in effect at The Chase Manhattan Bank of New York.
The amount so determined shall be credited to and become part of the balance
of such Account as of the first day of the next fiscal quarter.
<PAGE>8. DEFERRED STOCK ACCOUNT.
(a) As of each date on which the Company shall make a payment of
Director's Fees and a Participant has a deferral election then in effect which
provides for the deferral of payment of such fees to the Participant's
Deferred Stock Account, the Directors' Fees otherwise payable to such
Participant in cash as of such date shall be converted into that number of
"Stock Equivalent Units" (rounded to the nearest one-ten thousandth of a unit)
determined by dividing the amount of such Directors' Fees by an amount equal
to the per share Fair Market Value of the Common Stock on such date.
(b) On each date on which a dividend payable in cash or property is paid
on the Common Stock, there shall be credited to each Deferred Stock Account
such number of additional Stock Equivalent Units as are determined by dividing
(1) the amount of the cash or other dividend which would have then been
payable on the number of shares of Common Stock equal to the number of Stock
Equivalent Units (including fractional shares) then represented in such
Account by (2) an amount equal to the per share Fair Market Value of the
Common Stock on such date. If the date on which a dividend is paid on the
Common Stock is the same date as of which Directors' Fees are to be converted
into Stock Equivalent Units, the dividend equivalent to be credited to such
Account under this paragraph 8 shall be determined after giving effect to the
conversion of the credit balance in such Account into Stock Equivalent Units.
(c) The number of Stock Equivalent Units credited to a Participant's
Deferred Stock Account shall be adjusted (to the nearest one-ten thousandth of
a unit) to reflect any change in the Common Stock resulting from a stock
dividend, stock split-up, combination, recapitalization or exchange of shares,
or the like.
9. DISTRIBUTION OF DEFERRED AMOUNTS.
(a) Distribution of amounts represented in a Participant's Deferred Cash
Account or a Deferred Stock Account shall be made in accordance with the
following:
(1) Payment of the balance of the Deferred Cash Account and Deferred
Stock Account of a Participant whose Termination of Service occurs for a
reason other than death and prior to a Change of Control of the Company
shall be made in a lump sum as of the last day of the fiscal quarter
coincident with or immediately subsequent to the Participant's
Termination of Service unless the Participant elects otherwise in
accordance with the provisions of paragraph 9(b).
(2) In the event a Participant ceases to be a Director because of his
death or in connection with a Change of Control of the Company, payment
of the balance of his Deferred Cash Account and Deferred Stock Account
shall be made in a lump sum as of the last day of the fiscal quarter
coincident with or immediately subsequent to the Participant's
Termination of Service.
(b) A Participant may elect, (1) before the first day of each fiscal
year, (2) subject to the automatic distribution provisions of paragraph
9(a)(2), which shall govern the distribution of benefits in the event of
Termination of Service which occurs because of death or a Change of Control of
the Company and (3) prior to his Termination of Service that payment of the
balance of his Deferred Cash Account and Deferred Stock Account shall be made
in installments and the:
<PAGE>(1) fiscal quarter in which distribution of the Participant's Accounts
shall begin (but in no event (A) earlier than the Director's Termination
of Service or (B) later than the earlier of (i) the Director's 70th
birthday or (ii) the date five years after the date of the Director's
Termination of Service; and
(2) number of fiscal quarters over which such Accounts shall be
distributed to the Participant, which period shall not extend beyond the
end of the 40th fiscal quarter following the fiscal quarter in which such
distribution begins.
Any election filed pursuant to this paragraph 9(b) shall be effective as of to
the approval of the Board of Directors as then in effect.
(c) If installment payments were elected by the Participant pursuant to
paragraph 9(b), distributions shall be made in quarterly installments
beginning on the first day of the first fiscal quarter following the date on
which such Participant's Termination of Service occurs or each other later
fiscal quarter as the Participant may have specified.
(1) In the case of a Deferred Cash Account with respect to which
installment payments were elected, the amount of each quarterly
installment shall be determined by dividing the credit balance in such
Account as of the distribution date by the number of installments then
remaining unpaid. The credit balance in such Account shall then be
reduced by the amount of each distribution out of such Account.
(2) In the case of a Deferred Stock Account with respect to which
installment payments were elected, the amount to be distributed as each
quarterly installment shall be determined as follows: (A) multiply the
number of Stock Equivalent Units (including any fraction thereof) then
reflected in such Account by the Fair Market Value of the Common Stock on
such date; (B) add to the product so determined the amount (if any) which
has been credited to such Account but which has not been converted into
Stock Equivalent Units; and (C) divide the total so obtained by the
number of installments then remaining unpaid. The number of Stock
Equivalent Units represented in a Deferred Stock Account shall be reduced
forthwith by that number (rounded to the nearest one-ten thousandth of a
unit) determined by dividing the amount of the distribution by the Fair
Market Value of the Common Stock taken into account for purposes of
clause (A) of the preceding sentence.
In the event that a Participant dies after receiving payment of some, but less
than all, of the entire amount to which such Participant is entitled under
this Plan, the unpaid balance shall be paid in a lump sum to the Participant's
Beneficiary.
(d) In the case of a Deferred Cash Account or a Deferred Stock Account
with respect to which payment is to be made in a lump sum, the amount of such
payment shall be determined as if installment payments had been elected and
the lump sum was the last (but only) such payment.
(e) After a Participant's Termination of Service occurs, neither such
Participant or his Beneficiary shall have any right to modify in any way the
schedule for the distribution of amounts credited to such Participant under
this Plan as specified in the last election filed by the Participant.
However, upon a written request submitted to the Secretary of the Company by
the person then entitled to receive payments under this Plan (who may be the
<PAGE>
Participant, or a Beneficiary, the Board of Directors may in its sole
discretion, accelerate the time for payment of any one or more installments
remaining unpaid.
10. INCOMPETENCY. If, in the opinion of the Board of Directors of the
Company, a Participant shall at any time be mentally incompetent, any payment
to which such Participant would be entitled under this Plan may, with the
approval of the Board of Directors, be paid to the Participant's legal
representative, or to any other person for his benefit and in such case, the
Board of Directors may in its sole discretion, accelerate the time for payment
of any one or more installments remaining unpaid.
11. MISCELLANEOUS.
(a) This Plan shall be effective upon adoption by the Board of Directors
of the Company.
(b) Amounts payable hereunder may not be voluntarily or involuntarily
sold or assigned, and shall not be subject to any attachment, levy or
garnishment.
(c) Participation in this Plan by any person shall not confer upon such
person any right to be nominated for re-election to the Board of Directors, or
to be re-elected to the Board of Directors.
(d) The Company shall not be obligated to reserve or otherwise set
aside funds for the payment of its obligations hereunder, and the rights of
any Participant under the Plan shall be an unsecured claim against the general
assets of the Company. All amounts due Participants or Beneficiaries under
this Plan shall be paid out of the general assets of the Company.
(e) The Board of Directors shall have all powers necessary to
administer this Plan, including all powers of Plan interpretation, of
determining eligibility and the effectiveness of elections and of deciding all
other matters relating to the Plan; provided, however, that no Participant
shall take part in any discussion of, or vote with respect to, a matter of
Plan administration which is personal to him and not of general applicability
to all Participants 9. All decisions of the Board of Directors shall be final
as to any Participant under this Plan.
(f) The Board of Directors of the Company may amend this Plan in any
and all respects at any time, or from time to time, or may terminate this Plan
at any time, but any such amendment or termination shall be without prejudice
to any Participant's right to receive amounts previously credited to such
Participant under this Plan.
In Witness Whereof, this Plan as amended effective as of
November 1, 1996 has been executed as of the 17th day of October, 1996
by the undersigned duly authorized officer of the Company.
MOSINEE PAPER CORPORATION
DANIEL R. OLVEY
President and Chief Executive Officer
EXHIBIT 10(b)
MOSINEE PAPER CORPORATION
1985 EXECUTIVE STOCK OPTION PLAN
1. PURPOSE. The Mosinee Paper Corporation 1985 Executive Stock
Option Plan (the "Plan") is intended to attract and retain key executive
employees by permitting such employees of Mosinee Paper Corporation (the
"Company") or any parent or subsidiary of the Company to acquire
authorized and unissued, or reacquired, shares of common stock, $2.50 par
value, of the Company ("Stock") pursuant to purchase options. The
availability of the options and grants thereof will furnish additional
inducements to such employees to continue employment with the Company, or
any parent or subsidiary of the Company, and encourage them, by giving
them an opportunity to acquire a greater stake in the Company's success,
to increase their efforts to promote the best interests of the Company and
its stockholders. Subject to the provisions of the Plan, there may be
granted options containing such terms and conditions as shall be requisite
to constitute them "nonqualified stock options," i.e., options which are
not "incentive stock options" within the meaning of Section 422A of the
Internal Revenue Code of 1954, as amended (the "Code"). A key employee
may be granted and may hold one or more nonqualified stock options under
this Plan.
2. ELIGIBLE EMPLOYEES. The persons eligible to receive options
under the Plan shall be key executive employees (who may also be officers
or directors) of the Company or any parent or subsidiary of the Company
and who are selected by the Executive Compensation & Bonus Committee (the
"Committee") designated by the Board of Directors of the Company (the
"Board"). Directors of the Company or any parent or subsidiary of the
Company who are not also employees of the Company or any parent or
subsidiary of the Company shall not be eligible to receive options under
the Plan.
3. TIME AND MANNER OF GRANTING OPTIONS. From and after the
Effective Date of the Plan (as defined in Section 16 hereof) and
continuing to the close of business on the tenth anniversary of such
Effective Date, the Committee may, at such time or times as the Committee
may determine, grant to any one or more eligible employees ("Optionees")
nonqualified stock options, each such option to cover the purchase of such
number of shares of Stock upon such terms and conditions not inconsistent
with the Plan as the Committee shall from time to time determine.
No person shall have any right to an option or any other right
under the Plan unless and until an option shall be granted to such person
by the Committee. Subject to the provisions of Section 9 hereof, no more
than 90,000 shares of Stock shall be sold pursuant to the exercise of all
options granted hereunder. Any shares for which an option is granted
hereunder which for any reason are released from such option by expiration
or termination thereof or otherwise shall be available for reoptioning
under this Plan. The Company shall, forthwith upon the granting of an
option, mail or deliver to the Optionee a copy of the Plan and an option
certificate evidencing such option. Option certificates shall be in such
form and shall contain such terms and provisions not inconsistent with the
Plan as the Committee shall deem appropriate.
4. TERM OF OPTIONS. In no event shall any stock option granted
under the Plan be exercisable after the expiration of twenty years from
the date such option is granted.
<PAGE> 5. TERMS AND CONDITIONS.
(a) Nonqualified stock options granted under this Plan shall
contain such provisions, not inconsistent with this Plan, as may be deemed
advisable by the Committee.
(b) The option price per share of Stock under any nonqualified
stock option granted hereunder shall be not less than one hundred per cent
(100%) of the fair market value of one share of Stock on the date such
option is granted.
6. MANNER OF EXERCISE OF OPTIONS.
(a) Subject to the provisions of Section 8 hereof, each option
granted hereunder shall become exercisable on the date specified in the
option agreement but in no event earlier than six months after the date of
grant. Any shares with respect to which an option becomes exercisable
shall remain available for purchase by exercise of the option in
accordance with its terms at any time or from time to time before the
option expires.
(b) Exercise shall be effected only by delivery to the Company
of an irrevocable written notice of the Optionee's election to exercise
the option with respect to a specified whole number of shares of Stock.
Such exercise must be followed within five (5) business days by payment in
cash to the Company of (i) the amount of the option purchase price for the
number of shares of Stock as to which the option is then being exercised
and (ii) the amount of any applicable federal or state withholding taxes.
The Optionee's failure to so pay shall result in the forfeiture of his
rights under the Plan for the number of shares specified in the notice.
No option may be exercised with respect to a fractional share of Stock.
7. NON-TRANSFERABILITY. Options granted hereunder shall not be
transferable by an Optionee otherwise than by will or the laws of descent
and distribution and may, during the lifetime of an Optionee, be exercised
only by such Optionee.
8. EXERCISE AFTER TERMINATION OF EMPLOYMENT.
(a) For purposes of the Plan and each option granted under the
Plan, an Optionee's employment shall be deemed to have terminated at the
close of business on the day preceding the first date on which he is no
longer for any reason whatsoever employed by the Company or by any parent
or subsidiary of the Company, provided that the Committee may determine in
one or more particular cases that a leave of absence granted by the
employing corporation shall not result in the termination of an Optionee's
employment.
(b) If an Optionee's employment is terminated by his voluntary
resignation or if he is discharged for cause, any option held by the
Optionee shall expire on the date of such termination. For purposes of
this section, "for cause" shall mean affirmative acts in violation of
federal, state, or local criminal law.
(c) If an Optionee dies while such Optionee is an employee of
the Company or any parent or subsidiary of the Company or within three
months after his termination of employment for a reason other than
voluntary resignation or discharge for cause, any option held by such
<PAGE>
Optionee at the date of the Optionee's death may be exercised by such
Optionee's estate or the person to whom such option is transferred by will
or the applicable laws of descent and distribution with respect to all or
any part of that number of shares of Stock as to which such option was
exercisable by the Optionee immediately before his death but only if the
date of exercise is both within 20 years from the Date of Grant (or such
shorter period in which the option would have expired if the Optionee had
lived and remained in the Company's employ) and within one year after the
date of the Optionee's death.
(d) If an Optionee's employment is terminated for any reason
other than voluntary resignation, discharge for cause or death, any option
held by the Optionee may be exercised at any time which is both before the
time the option would otherwise expire and within three months after the
date of such cessation of employment, but only with respect to that number
of shares of Stock which the Optionee would have been permitted to
purchase under his option immediately before the date of termination of
such Optionee's employment.
9. ADJUSTMENTS FOR CHANGES IN CAPITALIZATION, ETC. If the
Company shall, after the Effective Date, change its Stock into a greater
or lesser number of shares through a stock dividend, stock split-up or
combination of shares, then
(i) the number of shares of Stock then subject to the Plan but
which are not then subject to any outstanding option;
(ii) the number of shares of Stock subject to each then
outstanding option or (to the extent not previously
exercised); and
(iii) the price per share payable upon exercise of each then
outstanding option, shall all be proportionately increased
or decreased as of the record date for such stock dividend,
stock split-up or combination of shares in order to give
effect thereto. Notwithstanding any such proportionate
increase or decrease, no fraction of a share of Stock shall
be issued upon the exercise of an option. If any split-up
or combination of shares shall involve a change of par
value, the shares of Stock subject to options theretofore or
thereafter granted shall be the shares of Stock as so
changed.
If, after the Effective Date, there shall be any change in the
Stock of the Company other than through a stock dividend, stock split-up
or combination of shares, then if (and only if) the Committee shall
determine that such change equitably requires an adjustment in the number
or kind or option price of shares of Stock then subject to an option, or
the number or kind of shares remaining subject to the Plan, such
adjustment as the Committee shall determine is equitable and as shall be
approved by the Board shall be made and shall be effective and binding for
all purposes of such option and the Plan. If any member of the Board
shall, at the time of such approval, be an Optionee, he shall not
participate in action in connection with such adjustment.
10. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by the Committee, which shall
consist of three or more persons selected by the Board from its members.
<PAGE>
The Committee shall have authority to determine who are, from time to
time, eligible employees, to construe the Plan, to prescribe, amend and
rescind rules and regulations for the administration of the Plan, to amend
or modify the Plan in such manner as the Committee deems required to make
the Plan conform to the provisions of any federal or state laws, or
regulations issued thereunder, or practically workable, and to take any
other action necessary or advisable for the effective administration of
the Plan; provided, however, that no such amendment or modification of the
Plan shall affect the provisions of any option granted before such
amendment or modification to the detriment of any Optionee unless such
amendment or modification is required to comply with any applicable law or
regulation, and provided, further, that any such amendment of the Plan
extending the period within which options may be granted under the Plan,
or increasing the number of shares of Stock to be optioned under the Plan
(except as provided in Section 9 hereof), or reducing the minimum purchase
price per share provided in the Plan (except as provided in Section 9
hereof), or changing the class of employees to whom options may be granted
under the Plan shall, in each case, be subject to approval by the Board.
Decisions of the Committee shall be final. Members of the Committee may
be removed by the Board. Vacancies in the Committee may be filled, and
additional members may be appointed from time to time by the Board. The
decision of a majority in number of the members of the Committee, from
time to time acting, shall be deemed to be the decision of the Committee,
and a majority in number of members of the Committee, from time to time
acting, shall constitute a quorum of the Committee for the transaction of
any business. No member of the Committee may be an individual who is or
has been for at least one year prior to selection to the Committee,
eligible for participation in the Plan.
(b) The authority granted the Board of Directors in this section
of the Plan shall be exercised solely by those directors who are not, and
have not been for at least one year prior to such exercise, eligible for
participation in the Plan.
11. STOCKHOLDERS' RIGHTS UPON EXERCISE. An Optionee shall not,
by reason of the Plan or any option granted pursuant to the Plan, have any
rights of a stockholder of the Company; however, upon each exercise of an
option under the Plan, the Optionee shall have, with respect to the number
of shares of Stock as to which such option is then being exercised, all
rights of a stockholder of record from the date of such exercise,
irrespective of whether certificates to evidence the shares of Stock with
respect to which the option was exercised shall have been issued on such
date.
12. THE RIGHT OF EMPLOYER TO TERMINATE EMPLOYMENT. Nothing
contained in the Plan or in any option granted pursuant to the Plan shall
confer upon any Optionee any right to be continued in the employment of
the Company, or any parent or subsidiary of the Company, or interfere in
any way with the right of such Optionee's employer to terminate his
employment at any time with or without cause.
13. GOVERNMENT APPROVALS. If at any time the Company shall be
advised by its counsel that the exercise of any option or the delivery of
shares of Stock upon the exercise of an option is required to be approved,
registered or qualified under any applicable law, or must be accompanied
or preceded by a prospectus or similar circular meeting the requirements
of any applicable law, the Company will use its best efforts to obtain
such approval, to effect such registrations and qualifications, or to
<PAGE>
provide such prospectus or similar circular within a reasonable time, but
exercise of the options or delivery by the Company of certificates for
shares of Stock may be deferred until such approvals, registrations or
qualifications are effected, or until such prospectus or similar circular
is available.
14. DISCONTINUANCE OF THE PLAN. The Board may decrease the
number of shares issuable under the Plan or discontinue and terminate the
Plan at any time, but no such decrease, discontinuance or termination
shall affect any options granted before such decrease, discontinuance or
termination.
15. MERGER, REORGANIZATION OR CHANGE IN CONTROL.
(a) Nothing contained in this Plan or in any option granted
under the Plan shall in any way prohibit the Company from merging with or
consolidating into another corporation, or from selling or transferring
all or substantially all of its assets, or from distributing all or
substantially all of its assets to its stockholders in liquidation, or
from dissolving and terminating its corporate existence; and in any such
event (other than a merger in which the Company is the surviving
corporation and after which the Company remains an independent, publicly
held corporation), the Company or any surviving party to any such merger,
consolidation, or sale or transfer of assets may provide by resolution of
its Board of Directors that all rights of the person or persons entitled
to exercise then outstanding options granted under the Plan, and such
options, shall wholly and completely terminate at the time of any such
merger, consolidation, sale or transfer of assets, liquidation, or
dissolution, except that adequate provision for such person or persons
shall be made in accordance with paragraph (b) below.
(b) In the event that (i) any individual, corporation,
partnership or other person or group of persons or entities becomes the
beneficial owner, directly or indirectly, of 45% or more of the Company's
then outstanding Common Stock ("Change in Control") or (ii) any merger,
consolidation, liquidation, dissolution or termination after which the
Company will not survive as an independent, publicly-owned corporation or
any sale or transfer of all or substantially all of the Company's assets
("Reorganization") occurs, then the Company shall pay with respect to each
outstanding option under this Plan an amount equal to (x) the difference
between the Fair Market Value (as defined in (c) below) and exercise price
of the option, multiplied by (y) the number of shares of Stock subject to
such option. Such payment shall be made in cash within 30 days after, in
the case of a Reorganization requiring approval by the Company
stockholders, the date of such approval and, in the case of a Change in
Control, the date upon which such change occurs.
(c) Solely for purposes of (b) above, "Fair Market Value" shall
mean the greater of (i) the highest price per share of the Company's
Common Stock (x) paid by the acquiring person within twelve months of the
occurrence of the Change in Control to effect such change or (y) provided
for in any agreement for the Reorganization or (ii) fair market value
determined in accordance with Section 17 of this Plan.
16. EFFECTIVE DATE OF PLAN, The Plan has been adopted by the
Board on June 27, 1985, and the Plan shall be deemed to have
become effective on such date.
<PAGE>
17. MISCELLANEOUS.
(a) The transfer of an employee from the Company to a parent or
subsidiary of the Company or from a parent or subsidiary of the Company to
the Company or another parent or subsidiary of the Company shall not be a
termination of employment or an interruption of continuous employment for
the purposes of the Plan.
(b) As used in the Plan, the terms "parent" and "subsidiary"
shall have the meanings ascribed to them in Sections 421, 422A and 425 of
the Code.
(c) Except as otherwise provided, for purposes of this Plan, the
fair market value of a share of Stock on a specified day shall be the mean
between the high and low sale price per share as reported for such day (or
if such day is not a business day, for the immediately preceding business
day) on a national stock exchange, or if the Stock is not listed on such
an exchange, on the NASDAQ national market system.
(d) No option or shares of Stock issuable under the Plan shall
be transferable or assignable either by the voluntary or involuntary act
of the Optionee or by operation of law, or be liable for any debts or
liabilities of the Optionee, except as provided herein.
EXHIBIT 10(g)
MOSINEE PAPER CORPORATION
1994 EXECUTIVE STOCK OPTION PLAN
As last amended effective
November 1, 1996
<PAGE>
MOSINEE PAPER CORPORATION
1994 EXECUTIVE STOCK OPTION PLAN
Mosinee Paper Corporation, a corporation with its principal place of
business located in Mosinee, Wisconsin (the "Company"), hereby adopts the
Mosinee Paper Corporation 1994 Executive Stock Option Plan (the "Plan"), as
set forth herein.
Section 1. PURPOSE. The Plan is intended to attract and retain key
executive employees by permitting such employees of Mosinee Paper Corporation
(the "Company") or any parent or subsidiary of the Company to acquire
authorized and unissued, or reacquired, shares of common stock of the Company
pursuant to purchase options. The availability of the options and grants
thereof will furnish additional inducements to such employees to continue
employment with the Company, or any parent or subsidiary of the Company, and
encourage them, by giving them an opportunity to acquire a greater stake in
the Company's success, to increase their efforts to promote the best interests
of the Company and its stockholders.
It is the express intent of the Company that, subject to Section 6.2(g)
hereof, all options granted hereunder designated "Incentive Stock Options"
shall meet the requirements of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), or any successor section or sections. It is
the further intent of the Company that options granted hereunder designated
"Non-Qualified Stock Options" shall not meet the requirements of Section 422
of the Code. A key employee may be granted and may hold one or more options
under this Plan.
Section 2. NUMBER OF SHARES AVAILABLE FOR OPTIONS. The aggregate number
of shares of common stock, no par value, of the Company (the "Shares") which
may be issued under options granted pursuant to the Plan shall be 100,000.
Section 3. ADMINISTRATION OF THE PLAN.
Section 3.1. GENERAL. The Plan shall be administered by a committee
(the "Committee") consisting of at least two members designated by the Board
of Directors of the Company from among those of its members who are not
officers or employees of the Company or a parent or subsidiary of the Company
and who otherwise satisfy the definition of a "Non-Employee Director" in Rule
16b-3(b)(3) promulgated under Section 16 of the Securities Exchange Act of
1934 (the "Exchange Act"). In the absence of specific rules to the contrary,
action by the Committee shall require the consent of a majority of the members
of the Committee, expressed either orally at a meeting of the Committee or in
writing in the absence of a meeting.
Section 3.2. AUTHORITY OF COMMITTEE. The Committee shall have full and
complete authority to grant options to such eligible employees on such terms,
which need not be the same as to all Optionees, as will, in its discretion and
subject only to the specific limitations elsewhere contained in the Plan,
carry out the purpose of the Plan. The Committee shall also have full and
complete authority to interpret the Plan and adopt rules governing the
administration of the Plan. The Committee's decision on any matter with
respect to the Plan shall be final.
Section 3.3. INDEMNIFICATION OF COMMITTEE. To the extent permitted by
applicable law, the members of the Committee and each of them shall be
indemnified and saved harmless by the Company from any liability or claim of
liability which may arise from the administration of the Plan if the acts
giving rise to such liability or claim of liability were taken in good faith
and without negligence.
<PAGE>
Section 4. ELIGIBLE EMPLOYEES.
Section 4.1. DEFINITION OF ELIGIBLE EMPLOYEES. Subject to the
limitations of Section 4.2, key employees (who may also be officers or
directors) of the Company (or any parent or subsidiary of the Company) shall
be eligible to participate in the Plan. For purposes of the Plan, the term
"key employee" shall include all employees of all participating employers
employed in management, administrative or professional capacities.
Section 4.2. LIMITATIONS ON ELIGIBILITY. Directors of the Company (or
its parent or subsidiary) who are not also employees of such entity shall not
be eligible to receive options under the Plan. No person who is serving as a
member of the Committee shall be eligible to receive an option; provided,
however, that options outstanding prior to an Optionee's becoming a member of
the Committee shall remain in effect.
Section 5. GRANTING OF OPTIONS. Subject to the limitations of Section
4.2, options to purchase Shares shall be granted to such key employees who are
eligible to participate in the Plan as the Committee may, from time to time
and at any time, select. Membership in a class of eligible key employees
shall not, without specific Committee action, entitle a key employee to
receive an option to purchase Shares. Eligible key employees selected by the
Committee shall be referred to herein as "Optionees." Options to purchase
Shares which are granted prior to the approval of the Plan by the Company's
stockholders shall be expressly conditioned upon such approval.
Section 6. TERMS AND CONDITIONS OF THE OPTIONS.
Section 6.1. WRITTEN INSTRUMENT. Each option to purchase Shares granted
under the Plan shall be evidenced by a written option agreement signed on
behalf of the Company and the Optionee which sets forth the name of the
Optionee, the date granted, the price at which the Shares subject to the
option may be purchased (the "option price"), whether the option is an
Incentive Stock Option or a Non-Qualified Stock Option, the number of Shares
subject to the option and such other terms and conditions consistent with the
Plan as determined by the Committee. The Committee may at the time of grant
or at any time thereafter impose such additional terms and conditions on the
exercise of such option as it deems necessary or desirable for compliance with
Section 16 of the Exchange Act and the regulations promulgated thereunder.
Such option agreement shall incorporate by reference all terms, conditions and
limitations set forth in the Plan.
Section 6.2. TERMS AND CONDITIONS OF THE OPTIONS. In addition to any
other limitations, terms and conditions specified in the Plan, each option
granted hereunder shall, as to each Optionee, satisfy the following
requirements:
(a) DATE OF GRANT. Options must be granted on or before October 19,
2004.
(b) EXPIRATION. No Incentive Stock Option shall be exercisable after
the expiration of ten years from the date such option is granted. No Non-
Qualified Stock Option shall be exercisable after the expiration of twenty
years from the date such option is granted.
(c) PRICE. The option price as to any Share subject to either an
Incentive Stock Option or Non-Qualified Stock Option will be not less than one
hundred percent of the fair market value of the Share on the date the option
is granted.
<PAGE>
For purposes of the Plan, the fair market value of a Share means:
(i) The mean between the high and the low prices at which the Shares
were traded if the Shares were then listed for trading on a
national or regional securities exchange or were then traded on a
bona fide over-the-counter market; or
(ii) If the Shares were not traded on an exchange or a bona fide over-
the-counter market, a value determined by an appraiser selected by
the Committee.
In the event that the date on which the fair market value of a Share is to be
determined is a date on which there is no trading of the Shares on a national
or regional securities exchange or on the over-the-counter market, such fair
market value shall be determined by referring to the next preceding business
day on which trading occurs.
(d) TRANSFERABILITY.
(i) No Incentive Stock Option shall be transferable by the Optionee
otherwise than by will or the laws of descent and distribution nor
can it be exercised by anyone other than the Optionee during the
Optionee's lifetime.
(ii) The Committee may, in its discretion, authorize all or a portion of
any options to be granted to an Optionee or which were granted to
any Optionee on or before October 31, 1996 to permit transfer by
the Optionee to (A) the spouse, children or grandchildren of the
Optionee ("Immediate Family"), (B) a trust for the exclusive
benefit of the Optionee or the Optionee's Immediate Family, (C) a
partnership in which the Optionee or the Optionee's Immediate
Family are the only partners, or (D) to a former spouse of the
Optionee pursuant to a domestic relations order within the meaning
of Rule 16a-12 promulgated under Section 16 of the Exchange Act;
provided, however, that (X) there may be not consideration for any
such transfer, (Y) the written option agreement required by Section
6.1, or any amendment thereof approved by the Committee, must
expressly provide for transferability of the option evidenced in
such agreement in a manner consistent with this Section 6.2(d), and
(Z) once transferred pursuant to the preceding provisions of the
Section 6.2(d)(ii), no subsequent transfer of any options shall be
permitted except a transfer by will or the laws of descent and
distribution. In authorizing all or any portion of an option to be
transferred, the Committee may impose any conditions on exercise,
prescribe a holding period for the Shares acquired upon such
exercise and/or impose any other conditions or limitations it deems
desirable or necessary in order to carry out the purposes and
requirements of the Plan. Following transfer, the terms and
conditions of the plan and the written option agreement relating to
such option shall continue to be applicable in all respects to the
Optionee making such transfer and each transferred option shall
continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer as if such option had not
been transferred, including, but not limited to, the terms and
conditions with respect to the lapse and termination of such
option. For purposes of Section 7, the transferee of an option
shall be deemed an "Optionee". Neither the Company, the Committee
<PAGE> or any Optionee shall have any obligation to inform any transferee
of the termination or lapse of any option for any reason.
Notwithstanding any other provision of the plan, (YY) following the
termination of employment of an Optionee, a transferred Non-
Qualified Option shall be exercisable by the transferee only to the
extent, and for the periods specified in Section 6(e) as if such
option had not been transferred and (ZZ) no Non-Qualified Stock
Option granted prior to October 31, 1996 may be transferred until
such option has been held by the Optionee for a period of not less
than six months after the date on which such option was granted.
(e) EMPLOYMENT. No option shall be exercisable unless the Optionee
shall have been employed by the Company (or any present or future parent or
subsidiary of the Company) during the period beginning on the date the option
is granted and ending on a date ninety days before the date of exercise (and
subject to Section 10 herein); provided, however, that in the event an
Optionee dies while in the employ of the Company (or any present or future
parent or subsidiary of the Company) or within ninety days after such
employment had terminated, the employment period requirement described above
shall be deemed to have been satisfied.
(f) MINIMUM HOLDING PERIOD. No option granted prior to November 1,
1996 may be exercised before the date which is six months after the date on
which such option was granted. Each option shall contain such additional or
other restriction or restrictions with respect to the stated percentage of
Shares covered by such option as to which such option may be exercised as the
Committee may deem desirable or necessary in order to carry out the purposes
and requirements of the Plan.
(g) LIMITATION ON OPTION GRANTS. No Optionee may be granted options in
any calendar year with respect to more than 50,000 shares.
(h) ADDITIONAL RESTRICTIONS RELATING TO INCENTIVE STOCK OPTIONS. To
the extent that the aggregate fair market value (determined as of the time the
option is granted) of the Shares for which Incentive Stock Options are
exercisable for the first time by an individual during any calendar year
(under this Plan or any other plan of the Company or any of its subsidiaries)
exceeds $100,000 (or such other individual limit as may be in effect under the
Code on the date of grant), such options shall not be Incentive Stock Options.
No Incentive Stock Option shall be granted to an employee who, at the time
such option is granted, owns stock possessing more than ten percent of the
total combined voting power of all classes of stock of the Company or any
parent or subsidiary of the Company within the meaning of Section 422(b)(6) of
the Code unless: (i) at the time the option is granted, the option price is at
least one hundred ten percent of the fair market value of the Shares subject
to the option, and (ii) such option by its terms is not exercisable after the
expiration of five years from the date such option is granted.
Section 7. EXERCISE AND PAYMENT OF OPTION PRICE.
Section 7.1. EXERCISE OF OPTIONS. Options shall be exercised as to all
or a portion of the Shares by delivery of an irrevocable written notice to the
Company setting forth the exact number of Shares as to which the option is
being exercised and including with such notice payment of the option price
(plus minimum required tax withholding). The date of exercise shall be the
date such written notice and payment have been delivered to the Secretary of
the Company either in person or by depositing said notice and payment in the
United States mail, postage pre-paid and addressed to such officer at the
<PAGE>
Company's home office. No option may be exercised with respect to a
fractional share of stock. Notwithstanding the fact that an option has been
transferred pursuant to Section 6.2(d)(ii), the grantee of such option shall
remain liable for any required tax withholding.
Section 7.2. PAYMENT FOR SHARES. Payment of the option price (plus
minimum required tax withholding) may be made by (a) tendering cash (in the
form of a check or otherwise) in such amount, or (b) with the consent of the
Committee, tendering Shares with a fair market value on the date of exercise
equal to such amount, or (c) delivering a properly executed exercise notice
together with irrevocable instructions to a broker to promptly deliver to the
Company the sale or loan proceeds equal to such amount. Notwithstanding the
fact that an option has been transferred pursuant to Section 6.2(d)(ii), the
grantee of such option shall remain liable for any required tax withholding.
Section 8. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. If the Company
shall, after the Effective Date, change its common stock into a greater or
lesser number of shares through a stock dividend, stock split-up or
combination of shares, then
(i) the number of Shares then subject to the plan but which are not
then subject to any outstanding option;
(ii) the number of Shares subject to each then outstanding option
(to the extent not previously exercised); and
(iii) the price per Share payable upon exercise of each then
outstanding option.
shall all be proportionately increased or decreased as of the record date for
such stock dividend, stock split-up or combination of shares in order to give
effect thereto. Notwithstanding any such proportionate increase or decrease,
no fraction of a Share shall be issued upon the exercise of an option. If any
split-up or combination of shares shall involve a change of par value, the
Shares subject to options theretofore or thereafter granted shall be the
Shares as so changed.
If, after the Effective Date, there shall be any change in the stock of
the Company other than through a stock dividend, stock split-up or combination
of shares, or other change listed in Section 9 herein, then if (and only if)
the Committee shall determine that such change equitably requires an
adjustment in the number or kind or option price of Shares then subject to an
option, or the number or kind of Shares remaining subject to the Plan, such
adjustment as the Committee shall determine is equitable and as shall be
approved by the Board shall be made and shall be effective and binding for all
purposes of such option and the Plan. If any member of the Board shall, at
the time of such approval, be an Optionee, he shall not participate in action
in connection with such adjustment.
Section 9. MERGER, REORGANIZATION, OR CHANGE IN CONTROL.
(a) Nothing contained in this Plan or in any option granted under the
Plan shall in any way prohibit the Company from merging with or consolidating
into another corporation, or from selling or transferring all or substantially
all of its assets, or from distributing all or substantially all of its assets
to its stockholders in liquidation, or from dissolving and terminating its
corporate existence; and in any such event (other than a merger in which the
Company is the surviving corporation and after which the Company remains an
<PAGE>
independent, publicly held corporation), the Company or any surviving party to
any such merger, consolidation, or sale or transfer of assets may provide by
resolution of its Board of Directors that all rights of the person or persons
entitled to exercise then outstanding options granted under the Plan, and such
options, shall wholly and completely terminate at the time of any such merger,
consolidation, sale or transfer of assets, liquidation, or dissolution, except
that adequate provision for such person or persons shall be made in accordance
with paragraph (b) below.
(b) In the event that (i) any individual, corporation, partnership or
other person or group of persons or entities becomes the beneficial owner,
directly or indirectly, of 45% or more of the Company's then outstanding
common stock ("Change in Control" or (ii) any merger, consolidation,
liquidation, dissolution or termination after which the Company will not
survive as an independent, publicly-owned corporation or any sales or transfer
of all or substantially all of the Company's assets ("Reorganization") occurs,
then the Company shall pay with respect to each outstanding option under this
Plan an amount equal to (x) the difference between the Fair Market Value (as
defined in (c) below) and exercise price of the option, multiplied by (y) the
number of Shares subject to such option. Such payment shall be made in cash
within 30 days after, in the case of a Reorganization requiring approval by
the Company stockholders, the date of such approval and, in the case of a
Change in Control, the date upon which such change occurs.
(c) Solely for purposes of (b) above, "Fair Market Value" shall mean
the greater of (i) the highest price per share of the Company's common stock
paid by the acquiring person within twelve months of the occurrence of the
Change in Control to effect such change or provided for in any agreement for
the Reorganization, or (ii) fair market value determined in accordance with
Section 6.2(c) of this Plan.
Section 10. TERMINATION OR LAPSE OF OPTIONS. Each option shall
terminate or lapse upon the first to occur of (a) the expiration date set
forth in the applicable Stock Option Agreement, (b) the applicable date set
forth in Section 6.2(b), (c) the date of the Optionee's voluntary resignation
or termination for cause, or (d) the date which is ninety days after the date
of the Optionee's other termination of employment with the Company or any
present or future parent or subsidiary of the Company; provided, however, that
in the event of an Optionee's death while in the employ of the Company or a
parent or subsidiary of the Company or, if the Optionee is no longer so
employed, in the event of the Optionee's death within ninety days after such
employment had terminated, an option may be exercised, to the extent
exercisable by the Optionee immediately prior to his death, in whole or in
part by the Optionee's estate or designee by will, or, if applicable, the
transferee of such option pursuant to Section 6.2(d) but only if the date of
exercise is on or before the first to occur of (i) the expiration date set
forth in the applicable Stock Option Agreement, (ii) the applicable date set
forth in Section 6.2(b), or (iii) the date which is twelve months after the
date of the Optionee's death. For purposes of this section, "for cause" shall
mean affirmative acts in violation of federal, state, or local criminal law.
Section 11. AMENDMENT AND TERMINATION OF PLAN.
Section 11.1. AMENDMENT OF PLAN. The Board of Directors of the Company
may amend the Plan from time to time and at any time; provided, however, that
no amendment shall adversely affect any option which has been granted prior to
the amendment and no amendment with respect to the maximum number of Shares
which may be issued pursuant to options or the class of eligible employees, or
<PAGE>
which materially increases benefits accruing to Optionees under the Plan
(within the meaning of section 162(m) of the Code) shall be effective unless
approved by a majority of the shares entitled to vote at a meeting of
shareholders.
Section 11.2. TERMINATION OF PLAN. The Plan shall terminate on the
first to occur of (a) October 19, 2004 or (b) the date specified by the Board
of Directors of the Company as the effective date of Plan termination;
provided, however, that the termination of the Plan shall not limit or
otherwise affect any options outstanding on the date of termination.
Section 12. EFFECTIVE DATE. The Effective Date of the Plan shall be
October 20, 1994, the date of approval by the Board of Directors of the
Company; provided, however, that neither the Plan nor grants made under the
Plan shall be effective unless the adoption of the Plan is approved at the
annual meeting of the Company's stockholders next following such date by the
majority of the shares entitled to vote at such meeting.
Section 13. INVESTMENT INTENT. Shares acquired pursuant to the exercise
of an option, if not registered by the Company under the Securities Act of
1933 (the "Act"), will be "restricted" stock which will not be freely
transferable by the holder after exercise of the option. Each participating
employee and assignee in interest of the employee accordingly represents, as a
condition of participation in the Plan, that Shares which are unregistered
under the Act are being acquired for the Optionee's (or his assignee's) own
account for investment only and not with a view to offer for sale or for sale
in connection with the distribution or transfer thereof.
Section 14. AVAILABILITY OF INFORMATION. The Company shall furnish each
Optionee with (a) a copy of the Plan and the Company's most recent annual
report to its shareholders at the time the option agreement provided for in
Section 6.1 is executed by the Optionee and (b) a copy of each subsequent
annual report, on or about the same date as such report shall be made
available to shareholders of the Company. The Company will furnish, upon
written request addressed to the Secretary of the Company, but at no charge to
the Optionee or any duly authorized representative of the Optionee, copies of
all reports filed by the Company with the Securities and Exchange Commission
or the commissioner of securities of any state, including, but not limited to,
the Company's annual reports on Form 10-K, its quarterly reports on Form 10-Q,
and its proxy statements.
Section 15. CONDITIONS OF EMPLOYMENT. Participation in or eligibility
for participation in the Plan shall not confer upon any employee the right to
be continued as an employee of the Company or any present or future parent or
subsidiary of the Company and the Company and its participating subsidiaries
hereby expressly reserve the right to terminate the employment of any
employee, with or without cause, regardless of the Plan and any options
granted pursuant to it.
Section 16. MISCELLANEOUS.
(a) The transfer of an employee from the Company to a parent or
subsidiary of the Company or from a parent or subsidiary of the Company to the
Company or another parent or subsidiary of the Company shall not be a
termination of employment or an interruption of continuous employment for the
purpose of the Plan.
(b) As used in the Plan, the term "parent" and "subsidiary" shall have
the meanings ascribed to them in Sections 421, 422A and 425 of the Code.
<PAGE>
Section 17. GOVERNMENT APPROVALS. If at any time the Company shall be
advised by its counsel that the exercise of any option or the delivery of
shares of Stock upon the exercise of an option is required to be approved,
registered or qualified under any applicable law, or must be accompanied or
preceded by a prospectus or similar circular meeting the requirements of any
applicable law, the Company will use reasonable efforts to obtain such
approval, to effect such registrations and qualifications, or to provide such
prospectus or similar circular within a reasonable time, but exercise of the
options or delivery by the Company of certificates for shares of Stock may be
deferred until such approvals, registrations or qualifications are effected,
or until such prospectus or similar circular is available.
IN WITNESS WHEREOF, the Company has caused the Plan as
amended effective November 1, 1996 to be executed by its duly authorized
officers as of the 17th day of October, 1996.
MOSINEE PAPER CORPORATION
By: DANIEL R. OLVEY
Daniel R. Olvey
As its President
ATTEST:
By: GARY P. PETERSON
Gary P. Peterson
As its Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
OF MOSINEE PAPER CORPORATION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,014,724
<SECURITIES> 0
<RECEIVABLES> 30,203,091
<ALLOWANCES> 3,384,318
<INVENTORY> 39,051,518
<CURRENT-ASSETS> 72,252,186
<PP&E> 367,957,978
<DEPRECIATION> 169,046,924
<TOTAL-ASSETS> 281,158,603
<CURRENT-LIABILITIES> 41,836,210
<BONDS> 60,248,943
<COMMON> 58,678,056
0
0
<OTHER-SE> 79,118,843
<TOTAL-LIABILITY-AND-EQUITY> 281,158,603
<SALES> 237,130,289
<TOTAL-REVENUES> 237,130,289
<CGS> 173,444,838
<TOTAL-COSTS> 199,230,586
<OTHER-EXPENSES> (142,936)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,512,211
<INCOME-PRETAX> 34,530,428
<INCOME-TAX> 13,950,000
<INCOME-CONTINUING> 20,580,428
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 20,580,428
<EPS-PRIMARY> 1.96
<EPS-DILUTED> 0
</TABLE>
