SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
BADGER PAPER MILLS, INC.
(NAME OF ISSUER)
COMMON STOCK, WITHOUT NOMINAL OR PAR VALUE
(TITLE OF CLASS OF SECURITIES)
056543101
(CUSIP NUMBER)
GORDON R. LEWIS
WARNER NORCROSS & JUDD LLP
900 OLD KENT BUILDING
111 LYON STREET, NW
GRAND RAPIDS, MICHIGAN 49503-2489
(616) 752-2752
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
MARCH 20, 1996
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this Schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ]
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act.
Page 1 of 10 Pages
CUSIP No. 056543101 13D
(1) Name of Reporting Person: Bomarko, Inc.
___________________________________________________________________________
(2) Check the Appropriate Box (a) [X]
if a Member of a Group: (b) [ ]
___________________________________________________________________________
(3) SEC Use Only:
___________________________________________________________________________
(4) Source of Funds PF
___________________________________________________________________________
(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): [ ]
___________________________________________________________________________
(6) Citizenship or Place of Organization: Delaware
___________________________________________________________________________
Number of Shares (7) Sole Voting Power: 274,564
Beneficially Owned (8) Shared Voting Power: _______
By Reporting Person (9) Sole Dispositive Power: 274,564
With (10) Shared Dispositive Power: _______
___________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Reporting Person: 274,564
___________________________________________________________________________
(12) Check box if the Aggregate Amount in Row (11) Excludes
Certain Shares: [ ]
___________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11): 14.0%
___________________________________________________________________________
(14) Type of Reporting Person: CO
___________________________________________________________________________
Page 2 of 10 Pages
CUSIP No. 056543101 13D
(1) Name of Reporting Person: Extrusions Division, Inc.
___________________________________________________________________________
(2) Check the Appropriate Box (a) [X]
if a Member of a Group: (b) [ ]
___________________________________________________________________________
(3) SEC Use Only:
___________________________________________________________________________
(4) Source of Funds PF
___________________________________________________________________________
(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): [ ]
___________________________________________________________________________
(6) Citizenship or Place of Organization: Michigan
___________________________________________________________________________
Number of Shares (7) Sole Voting Power: 200
Beneficially Owned (8) Shared Voting Power: _______
By Reporting Person (9) Sole Dispositive Power: 200
With (10) Shared Dispositive Power: _______
___________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Reporting Person: 200
___________________________________________________________________________
(12) Check box if the Aggregate Amount in Row (11) Excludes
Certain Shares: [ ]
___________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11): 0.0%
___________________________________________________________________________
(14) Type of Reporting Person: CO
___________________________________________________________________________
Page 3 of 10 Pages
CUSIP No. 056543101
(1) Name of Reporting Person: James D. Azzar
___________________________________________________________________________
(2) Check the Appropriate Box (a) [X]
if a Member of a Group: (b) [ ]
___________________________________________________________________________
(3) SEC Use Only:
___________________________________________________________________________
(4) Source of Funds OO
___________________________________________________________________________
(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): [ ]
___________________________________________________________________________
(6) Citizenship or Place of Organization: United States
___________________________________________________________________________
Number of Shares (7) Sole Voting Power: 274,764*
Beneficially Owned (8) Shared Voting Power: ________
By Reporting Person (9) Sole Dispositive Power: 274,764*
With (10) Shared Dispositive Power: ________
___________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Reporting Person: 274,764*
___________________________________________________________________________
(12) Check box if the Aggregate Amount in Row (11) Excludes
Certain Shares: [ ]
___________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11): 14.0%
___________________________________________________________________________
(14) Type of Reporting Person: IN
___________________________________________________________________________
*Includes Shares beneficially owned by Bomarko and EDI
Page 4 of 10 Pages
This amendment no. 1 is filed for the purpose of generally
updating information previously filed.
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this joint
Statement on Schedule 13D ("Statement") relates is Common Stock, without
nominal or par value ("Shares"). The name and address of the principal
executive offices of the issuer of such securities is Badger Paper Mills,
Inc. ("Issuer"), 200 West Front Street, Peshtigo, Wisconsin 54157.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed jointly on behalf of Bomarko, Inc.
("Bomarko"), Extrusions Division, Inc. ("EDI"), and James D. Azzar
(collectively referred to as the "Reporting Persons"). The Reporting
Persons constitute a "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934.
Bomarko is a Delaware corporation. Its principal business is the
manufacture and sale of coated and printed paper products. The address of
its principal business and principal office is Bomarko, Inc., North Oak
Road, Post Office Box K, Plymouth, Indiana 46563.
The name, residence or business address, principal occupation or
employment (and the name, principal business and address of any corporation
or other organization in which such employment is conducted) of each of the
directors and executive officers of Bomarko are as follows:
Page 5 of 10 Pages
<TABLE>
<CAPTION>
NAME AND RELATIONSHIP TO
BOMARKO ADDRESS PRINCIPAL EMPLOYMENT
<S> <C> <C>
James D. Azzar, Chairman 208 Pioneer Club Road Private Investor
of the Board, Chief East Grand Rapids,
Executive Officer and Michigan 49506
Director
Robert T. Hynes, North Oak Road, President of Bomarko,
President and Director Plymouth, Indiana Inc. (Manufacture of
46563 Paper Products), North
Oak Road, Plymouth,
Indiana 46563
Michael B. Azzar, 201 Cottage Grove, SE Vice President, Azzar
Director Grand Rapids, Michigan Store Equipment
49507 (Equipment Sales),
201 Cottage Grove, SE,
Grand Rapids, Michigan
49507
John Yeakey, Treasurer North Oak Road, Treasurer and Chief
and Chief Financial Plymouth, Indiana Financial Officer of
Officer 46563 Bomarko, Inc. (Manu-
facture of Paper
Products), North Oak
Road, Plymouth, Indiana
46563
Steven C. Steketee, 201 Cottage Grove, SE President of Multi-Tech
Director Grand Rapids, Michigan Precision Machining
49507 Company (General Manu-
facturing), 259 Cottage
Grove, SE, Grand
Rapids, Michigan 49507
Peter R. Tolley 5650 Foremost Dr., SE, Attorney, Tolley,
Director Grand Rapids, Michigan Verwys, VandenBosch &
49546 Walton PC, 5650 Fore-
most Dr., SE, Grand
Rapids, Michigan 49546
</TABLE>
Each of the individuals named above is a United States citizen.
Page 6 of 10 Pages
EDI is a Michigan corporation. Its principal business is the sale of
plastic parts. The address of its principal business and principal officer
is 208 Pioneer Club Road, East Grand Rapids, Michigan 49506. James D.
Azzar is the President, sole director and sole shareholder of EDI. Mr.
Azzar's business address is 208 Pioneer Club Road, East Grand Rapids,
Michigan 49506.
James D. Azzar is a United States citizen. He is a private investor.
His business address is 208 Pioneer Club Road, East Grand Rapids,
Michigan 49506.
During the last five years, neither Bomarko, EDI, James D. Azzar, nor
any of the foregoing persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All shares were purchased with cash on hand or obtained from the sale
of investment securities held for the portfolio of the reporting person.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons' present purpose in acquiring the Shares
reported hereunder is to acquire a significant equity interest in the issue
or as an investment. The Reporting Persons may reevaluate and change their
purpose for owning the Shares from time to time.
On September 11, 1995, the Reporting Persons submitted to the Issuer a
Request for a Shareholder Vote on a resolution pursuant to Wis. Stat.
<Section> 180.1150, which would approve and restore full voting power to
Shares held by the Reporting Persons if the Reporting Persons acquire in
excess of 20% of the voting power in the election of directors of the
Issuer. Pursuant to an informal agreement between Issuer and the Reporting
Persons, that resolution was not then submitted to a vote of the
shareholders of the Issuer. On February 23, 1996, the Reporting Persons
renewed the request for such vote. The Reporting Persons' Notice of
Proposed Resolution and Proposed Supporting Statement for such resolution
are attached as Appendix A to this Statement. The Reporting Persons'
purposes for requesting the proposed resolution are as stated in the Notice
of Proposed Resolution.
Page 7 of 10 Pages
On November 22, 1995, the Reporting Persons submitted to the Issuer a
Shareholder Proposal for inclusion in the Issuer's 1996 Proxy Statement. A
copy of the Shareholder Proposal and the Supporting Statement are attached
to this Statement as Appendix B. The purpose of that Shareholder Proposal
is as stated in the supporting statement to the proposal.
In December of 1995, James D. Azzar met with the board of directors of
the Issuer and proposed to the board of directors of the Issuer that the
Issuer and Bomarko enter into discussions concerning a possible strategic
transaction between Bomarko and the Issuer. Mr. Azzar was advised at that
time that the board of directors did not wish to pursue such discussions.
No such proposal is being actively pursued by the Reporting Persons at the
date of this filing.
The Reporting Persons have continued to purchase additional Shares in
occasional market transactions. The Reporting Persons expect to continue
to acquire additional Shares from time to time in the future, depending
upon their evaluation of the Issuer's business and prospects, future
developments, and availability of Shares, but have no specific plan or
intention concerning the number of Shares which will be acquired or the
timing, price or nature of purchase transactions. The Reporting Persons
may also, depending upon their evaluation of the Issuer's business and
prospects, future developments and the availability of Shares determined,
dispose of Shares.
Although the Reporting Persons' primary purpose for acquiring Shares
of the Issuer is as an investment, the Reporting Persons contemplate that
they will seek to be more involved in the business and management of the
Issuer than a casual passive investor. Reporting Persons intend to monitor
the business and management of the Issuer closely, to discuss strategic
issues, key decisions, and management effectiveness with the management of
the Issuer from time to time, and to take such actions as they may, in the
future, deem necessary to protect and enhance the value of their
investment.
Except as stated above, as of the date of this filing, the Reporting
Persons have no current plans or proposals that would result in any of the
actions required to be described in Item 4 of Schedule 13D. The Reporting
Persons intend to continue to review their investments and may consider and
form plans that may result in such actions in the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(A) and (B) The Issuer reported in its report on Form 10-K for the
year ended December 31, 1994, that it had 1,956,830 Shares issued and
outstanding as of December 31, 1994. All of the percentages reported in
this Statement are based on that number. All percentages have been rounded
to the nearest one-tenth of a percent.
Page 8 of 10 Pages
Bomarko beneficially owns 274,564 Shares, representing approximately
14.0% of the issued and outstanding Shares. Bomarko has the sole power to
vote or to direct the vote and sole power to dispose or direct the
disposition of such Shares.
EDI beneficially owns 200 Shares, representing 0.0% of the issued and
outstanding Shares. EDI has the sole power to vote or to direct the vote
and sole power to dispose or direct the disposition of such Shares.
James D. Azzar beneficially owns 274,764 Shares, representing
approximately 14.0% of the issued and outstanding Shares, including Shares
beneficially owned by Bomarko and EDI. Mr. Azzar has the sole power to
direct the voting and disposition of Shares beneficially owned by Bomarko
and EDI.
No other person named in Item 2 is known by the Reporting Persons to
be the beneficial owner of any Shares.
Except for James D. Azzar, each of the executive officers and
directors of Bomarko disclaims beneficial ownership of the Shares held by
Bomarko.
(C) During the 60 days preceding the date of this amendment to the
Reporting Persons' Schedule 13D, the Reporting Persons have purchased
Shares of the Issuer's common stock in the following transactions:
<TABLE>
<CAPTION>
DATE PURCHASER NO. OF SHARES PRICE PER SHARE WHERE AFFECTED
<S> <C> <C> <C> <C>
1/16/96 Bomarko 4,000 $15.00 NASDAQ
1/17/96 Bomarko 6,000 $15.00 NASDAQ
1/18/96 Bomarko 1,000 $15.00 NASDAQ
1/25/96 Bomarko 5,400 $15.00 NASDAQ
1/26/96 Bomarko 400 $14.75 NASDAQ
2/17/96 Bomarko 1,000 $14.75 NASDAQ
2/23/96 Bomarko 500 $14.50 NASDAQ
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
Page 9 of 10 Pages
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete
and correct.
BOMARKO, INC.
Dated: March 21, 1996 By /S/ JAMES D. AZZAR
James D. Azzar, Chairman of the
Board and Chief Executive Officer
EXTRUSIONS DIVISION, INC.
Dated: March 21, 1996 By /S/ JAMES D. AZZAR
James D. Azzar, President
Dated: March 21, 1996 /S/ JAMES D. AZZAR
James D. Azzar
Page 10 of 10 Pages
APPENDIX A
NOTICE OF PROPOSED RESOLUTION
This Notice and the accompanying Resolution are submitted to the
shareholders of Badger Paper Mills, Inc. ("Badger") pursuant to Wis. Stat.
<Section> 180.1150 on behalf of Bomarko, Inc. ("Bomarko"), Extrusions
Division, Inc. ("EDI"), and James D. Azzar (collectively referred to as the
"Investors"). The Investors hereby request a shareholder vote to approve
restoration of full voting power to the Investors in the event that the
Investors purchase shares of Badger in excess of 20% of the voting power in
the election of directors.
Bomarko beneficially owns 272,964 shares of the common stock of
Badger "Badger Shares"). EDI beneficially owns 100 Badger Shares. Mr.
Azzar beneficially owns 273,064 Badger Shares, or approximately 14% of the
voting power in the election of directors, including shares beneficially
owned by Bomarko and EDI.
At this time, the Investors propose to acquire more than 20
percent but less than 50 percent of the total Badger Shares outstanding.
The Investors propose to acquire such shares with cash on hand or
obtained from the sale of other investment securities, or from existing
lines of credit. Purchases will be made on the open market and in
privately negotiated transactions with individual shareholders of Badger.
Although the Investors have no present intention to purchase shares
otherwise than as set forth above, they reserve the right to acquire shares
by any lawful means.
The Investors' purpose in acquiring such shares is to acquire a
significant equity interest in the Issuer as an investment. The Investors
may, from time to time, reevaluate and change their purpose for owning such
shares.
Bomarko is a converter and manufacturer of coated and printed
paper products. In the ordinary course of its business, it purchases
substantial quantities of paper of types manufactured by Badger. Bomarko
is a competitor of Badger in some product lines.
In December of 1995, James D. Azzar proposed to the Badger board
of directors that Bomarko and Badger enter into discussion of a strategic
transaction. He was, however, advised by the board of directors of Badger
that the board did not wish to pursue such discussions. No such plan or
proposal was presently being advanced by the Investors.
The Investors have no present plans to gain control of Badger.
Accordingly, the Investors have no present plans or proposals to liquidate
Badger, to sell substantially all of its assets, or merge it or exchange
its shares with any other person, to change the location of its principal
office or a material portion of its business activities, to change
materially its management or policies of employment, to alter materially
its relationship with suppliers or customers or the communities in which it
operates, or make any other material change in its business, corporate
structure, management or personnel. Because the Investors have no present
plan to gain control of Badger, they do not presently expect their
investment in Badger to materially affect Badger employees. Despite the
absence of a present intention to gain control of Badger, the Investors
recognize that an increase in degree of influence will result from
increased stock ownership. The Investors intend to have an interest and
involvement in management that exceeds that of an ordinary shareholder.
The Investors may from time to time reevaluate and change their plans and
intentions with respect to such shares.
This Notice and its accompanying Resolution are submitted this
23rd day of February, 1996.
BOMARKO, INC.
Dated: February 23, 1996 By /S/ JAMES D. AZZAR
James D. Azzar, Chairman of the
Board and Chief Executive Officer
EXTRUSIONS DIVISION, INC.
Dated: February 23, 1996 By /S/ JAMES D. AZZAR
James D. Azzar, President
Dated: February 23, 1996 /S/ JAMES D. AZZAR
James D. Azzar
-2-
SHAREHOLDER RESOLUTION
RESOLVED, that pursuant to Wis. Stat. <Section> 180.1150, full
voting power is hereby approved and restored to all shares of this
corporation to be acquired or held by Bomarko, Inc., Extrusions Division,
Inc., and James D. Azzar in excess of 20% of the voting power in the
election of directors.
JAMES D. AZZAR
201 Cottage Grove, S.E.
Grand Rapids, Michigan 49507
(616) 247-3611
February 23, 1996
Shareholders of
Badger Paper Mills, Inc.
Dear Fellow Shareholder,
I, like you, have invested in shares of Badger Paper Mills, Inc.
In recent years I, and two companies I own, have purchased Badger
shares in the public market. These shares were sold by willing sellers.
When I bought a single large block of shares which came on the market
earlier this year, I became an owner of over 10% of Badger's shares. Since
then I have continued to purchase shares in the public markets, in
occasional transactions. I am presently the beneficial owner of 273,064
shares, or about 14% of Badger's stock.
I have no specific present intention to acquire any particular
number of shares. Each of my purchases of shares has been and will be
based on an evaluation of Badger's business and prospects, future
developments and the availability of shares.
I have stated in filings with the Securities and Exchange
Commission, and state to you, that my purpose in acquiring Badger shares
has been to acquire a significant equity interest in Badger as an
investment, and that I have no current plans which would result in any
merger, reorganization, liquidation or extraordinary corporate transaction
involving Badger, a sale or transfer of any of its material assets, any
change in its present Board of Directors or management, any change in
present capitalization, dividend policy business or corporate structure of
Badger, or any discontinuation of its SEC registration or NASDAQ listing.
Bomarko is a converter and manufacturer of coated and printed
paper products. In the ordinary course of its business, it purchases
substantial quantities of paper of types manufactured by Badger. Bomarko
is a substantial customer of Badger, and in some product lines, it's
competitor.
In December of 1995, I proposed to the Badger board of directors
that Bomarko and Badger enter into discussion of a strategic transaction.
I was, however, advised by the board of directors of Badger that the board
did not wish to pursue such discussions. No such plan or proposal was
presently being advanced by the Investors. Indeed, my ability to do many
of these things is already pretty well limited by the company's Articles of
Incorporation and various Wisconsin laws.
The State of Wisconsin has a law that says that if I buy more
than 20% of Badger's shares without your permission, I can't vote those
shares (actually, I lose 90% of my voting rights on those shares). The
right to vote in elections of directors and on proposals for fundamental
corporate transactions is, I believe, the most significant right a
shareholder has. It is this voting right which provides all shareholders,
not just me, with some ability to assure that management is responsive to
the interests of shareholders, and that management manages the company for
the purpose of providing value to shareholders. I have relatively little
interest in continuing to buy shares if I am faced with limit on the number
of shares that I can own, or a limit on the voting power available to me to
protect and promote the rights and interests of shareholders generally, and
myself, specifically.
I am asking you to VOTE FOR a proposal which would extend the
same voting rights you have on your shares to my shares if I buy over 20%.
If you vote against the proposal you are, in my opinion, voting that you
and the other shareholders should not have the opportunity to sell their
shares to me if they wish to do so.
I am advised that management will recommend that you vote against
this proposal. I can clearly understand why management might prefer that a
shareholder who is not in the inside management group would have
significant voting power. However, ask yourself whether it is in YOUR BEST
INTEREST to limit the right of a shareholder to vote and to limit the
ability of yourself and other shareholders to sell their shares.
Please VOTE FOR this proposal.
Sincerely,
/s/ James D. Azzar
James D. Azzar
APPENDIX B
SHAREHOLDER PROPOSAL
RESOLVED, that the shareholders request that the Board of
Directors establish a Shareholder Advisory Committee (the "Committee") on
substantially the following terms. The Committee will advise the Board of
shareholders' views pertaining to significant transactions involving the
Company, including without limitation, sales of Company assets outside the
ordinary course of business ("Transactions").
A majority of the Board will meet with the Committee on a
quarterly basis and will provide the Committee with information that is
reasonably necessary for the Committee to adequately assess proposed
Transactions. The Committee may, at its option, include a report of its
activities, not to exceed 2500 words, in the Company's annual proxy
statement. The Committee's advice and recommendations shall not limit or
restrict the ability of the Board to take whatever action it deems best for
the Company.
The Committee will adopt regulations to govern its operations.
The Committee will have at least one but no more than five members, who
will serve without compensation except for reimbursement of reasonable
travel and other expenses. The Committee will consist of one
representative of each of the Company's shareholders that, as of the record
date for determining shareholders entitled to vote at each annual
shareholders' meeting: (1) beneficially owns at least ten percent of the
Company's outstanding shares of common stock; and (2) has not been an
officer or director of the Company, or an "affiliate" or "associate" of an
officer or director, as such terms are defined in Rule 405 under the
Securities Act of 1933, as amended, within the last five years. Such
shareholders shall appoint Committee members by submitting, in writing, to
the Company's Secretary within twenty days following each annual
shareholders' meeting, the representative's name and proof of the
shareholder's stock ownership. No officer or director of the Company shall
serve on the Committee.
The Board will ensure the Committee's formation and its annual
reconstitution within forty-five days after each annual shareholders'
meeting and shall use all reasonable efforts to facilitate its effective
operation.
SUPPORTING STATEMENT
The decisions of the Board of Directors on major policy issues
should be made with due consideration for the views of all shareholders. We
believe that the Committee would provide an effective means of
communicating the views of shareholders independent of management by
establishing a formalized structure for shareholder input. We think that
this structure will benefit the Company by both providing the directors
with an important information resource and in strengthening the
relationship between the board and shareholders.
The Committee would have no authority to bind or act on behalf of
the Board of Directors, nor would it become involved in Company management.
Instead, the Committee would be concerned with major policy decisions and
major transactions that could have a fundamental impact on the value of our
investments. The shareholders, as owners of the Company, have a right to a
say in major events affecting the Company. The Committee is intended to
provide a productive forum in which such communications can take place.
-2-
