<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
Confidential, for Use of the Commission Only (as Permitted
by Rule 14a-6(e)(2))
BADGER PAPER MILLS, INC.
- ---------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
JAMES D. AZZAR, BOMARKO, INC., AND EXTRUSIONS DIVISION, INC.
- ---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
<PAGE>
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
(3) Filing party:
----------------------------------------------------------------------
(4) Date filed:
----------------------------------------------------------------------
2
<PAGE>
JAMES D. AZZAR
208 Pioneer Club Road
East Grand Rapids, Michigan 49506
PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS
OF BADGER PAPER MILLS, INC.
This Proxy Statement is being furnished to shareholders of Badger
Paper Mills, Inc. (the "Company") by James D. Azzar, on or about March
4, 1998, in connection with (i) the solicitation of proxies relating to
a proposal expected to be considered by shareholders of the Company at a
Special Meeting of Shareholders of the Company to be held on
March 10, 1998, at 10:00 a.m., local time, and all adjournments or
postponements thereof (the "Special Meeting") for the purposes set forth
below, and (ii) certain communications with shareholders by Mr. Azzar
which may be deemed to be solicitation of future proxies concerning a
proposal expected to be presented to the shareholders of the Company at
the 1988 Annual Meeting of Shareholders (the "Annual Meeting")
In addition to Mr. Azzar, the other participants in this solicitation
are Bomarko, Inc. ("Bomarko") and Extrusions Division, Inc. ("EDI"),
corporations controlled by Mr. Azzar. (Mr. Azzar, Bomarko, and EDI are
collectively referred to in this Proxy Statement as the "Participants" or
the "Azzar Group.") Mr. Azzar, Bomarko, and EDI collectively are the
beneficial owners of 276,864 shares (14.2%) of the Company's common stock,
no par value ("Common Stock").
The time, date and place of the Special Meeting are taken from the
Company's Proxy Statement relating to the Special Meeting as
filed with the Securities and Exchange Commission on February 27, 1998
(the "Company Proxy Statement").
<PAGE>
PROPOSAL TO BE PRESENTED AT THE SPECIAL MEETING
To the knowledge of the Participants, the only matter to be presented
at the Special Meeting is the following proposal submitted by the
Participants ("Proposal I"):
WHEREAS, James D. Azzar, Bomarko, Inc., and Extrusions
Division (collectively referred to as the "Azzar Group"),
currently are the beneficial owners of 276,864 shares of the
common stock of Badger Paper Mills representing approximately
14.2% of the outstanding common stock in the corporation; and
WHEREAS, the Azzar Group may desire to purchase additional
common stock in the corporation exceeding 20%; and
WHEREAS, the Azzar Group has requested that the shareholders
be called to a special meeting to vote on restoration of full
voting rights to all stock held by the Azzar Group in excess of
20% of the outstanding issue of the corporation:
NOW, THEREFORE, the shareholders of Badger Paper Mills,
Inc., by a majority vote, resolve to restore full and regular
voting power to any and all stock in Badger Paper Mills, Inc.
owned by the Azzar Group, including those shares which exceed 20%
of the outstanding stock in the corporation, as permitted by Wis.
Stats. 180.1150(4).
ABOUT PROPOSAL I
In January 1998, the Participants submitted to the Company Proposal I
and the following notice pursuant to Section 180.1150 and requested that
Proposal I be submitted to a vote of the shareholders.
Set forth below is the notice accompanying Proposal I:
NOTICE OF SPECIAL MEETING OF THE SHAREHOLDERS
To: The Directors and Shareholders of Badger Paper Mills, Inc.
From: James D. Azzar, Bomarko, Inc. and Extrusions Division,
Inc. (collectively the "Azzar Group")
PLEASE TAKE NOTICE that the Azzar Group, currently the
beneficial owners of approximately 14.2% of the outstanding issue
in the corporation, pursuant to Wisconsin Statutes 180.1150
specifically request a special meeting of shareholders for
purposes of obtaining relief from the provisions of Wisconsin
2
<PAGE>
Statutes 180.1152(2) and specifically request that the
shareholders vote to restore regular voting power to any and all
shares of stock in Badger Paper Mills, Inc. obtained by the Azzar
Group, including all shares in excess of 20% of the outstanding
shares in the corporation, as permitted by Wisc. Statutes
<Section>180.1150.
This notice and proposed resolution are submitted under
Wisc. Stats. <Section>180.1150(4). The Azzar Group, with funds
of Bomarko, Inc., Extrusions Division, Inc. and James D. Azzar
may purchase additional shares in the corporation. These shares
would be held for investment purposes. The "Azzar Group" has no
intention of liquidating the corporation, selling substantial
assets of the corporation, or making any material changes in the
business or structure of the company.
/S/JAMES D. AZZAR
James D. Azzar
Generally speaking, under Section 180.1150 of the Wisconsin Business
Corporation Law ("WBCL"), the voting power of shares of Common Stock held
by any person, or group acting in concert, in excess of 20% of the
aggregate of all shares eligible to vote in the election of Company
directors is limited in voting on any matter to 10% of the full voting
power of such excess shares, unless Company shareholders have voted to
restore full voting power. Shares held or acquired under certain
circumstances are excluded from the application of Section 180.1150, but
such exceptions are not relevant in the matter being voted upon. If a
shareholder requests, the Board must call a meeting of shareholders to
consider and act upon a proposal to restore full voting power of the
shares. In response to the notice described above, the Company called the
Special Meeting.
On September 18, 1997, in a letter to the Board of Director of the
Company, Mr. Azzar proposed a merger in which he would acquire all of the
outstanding shares of the Company for $10.05 per share in cash. The Board
of Directors declined to engage in negotiations with Mr. Azzar concerning
the proposed merger and Mr. Azzar does not currently consider that proposal
to be active.
Mr. Azzar continues to believe that the most viable strategy by which
the Company's shareholders can limit the risk of further substantial losses
in the value of their investment in the Company and maximize shareholder
value is a sale of the Company. Because of the statutory and charter
takeover defenses available to the Board of Directors, Mr. Azzar does
not believe that it is feasible for him and his affiliates to acquire
the Company without the support of the Board of Directors. If negotiations
between Mr. Azzar and the Company do not result in an acquisition of the
3
<PAGE>
Company by Mr. Azzar and his affiliates, Mr. Azzar intends to communicate
with the management and shareholders of the Company and take other measures
to encourage the Board of Directors and management to take appropriate
measures to preserve shareholder value including, if feasible, a sale of
the Company or its assets to another party.
Although Mr. Azzar has no specific plan or proposal to acquire the
Company presently active as of the date of this Proxy Statement, he
continues to have a general interest in an acquisition of the Company.
Accordingly, Mr. Azzar and the other Participants have an inherent
interest in Proposal I.
SOLICITATION OF PROXIES
This solicitation is not being made by or on behalf of the Company or
the Company's Board of Directors. Proxies with respect to the Special
Meeting are being solicited by and on behalf of Mr. Azzar and the
Participants. Mr. Azzar and employees of the Participants may solicit
proxies by use of the mails and perhaps by telephone. Bomarko, Inc. will
bear all of the costs of this solicitation. None of the Participants are
requesting proxies with regard to the Annual Meeting and shareholders
are requested NOT to furnish a proxy relating to the Annual Meeting to
the Participants at this time. If the Participants solicit proxies
relating to the Annual Meeting at a later date, they will furnish an
additional Proxy Statement relating to the Annual Meeting prior to such
solicitation.
Mr. Azzar, Bomarko and EDI constitute a "group" within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and are also considered "participants in a solicitation"
within the meaning of Instruction 3 to Item 4 of Regulation 14A under the
Exchange Act. Mr. Azzar is a United States citizen. His principal
occupation is as a private investor. His address is 208 Pioneer Club Road,
East Grand Rapids, Michigan 49506. 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.
Mr. Azzar is the Chairman of the Board, the Chief Executive Officer and a
Director of Bomarko. EDI is a Michigan corporation. Its principal
business is the sale of plastic parts. The address of its principal
business and principal office is 208 Pioneer Club Road, East Grand Rapids,
Michigan 49506. Mr. Azzar is the President, sole director and sole
shareholder of EDI.
The Special Meeting is scheduled to take place at the Best Western
Riverfront Inn, 1821 Riverside Avenue, Marinette, Wisconsin, on Tuesday,
March 10, 1998, at 10:00 a.m., according to information contained in the
Company Proxy Statement.
4
<PAGE>
The address of the Company's principal executive office is 200 West
Front Street, Peshtigo, Wisconsin 54157-0149.
Execution of a proxy given in response to this solicitation will not
affect a shareholder's right to attend the Special Meeting and to vote in
person at the Special Meeting. Presence at the Special Meeting of a
shareholder who has signed a proxy does not in itself revoke a proxy.
Any shareholder giving a proxy may revoke it at any time before it is
exercised by giving notice thereof to the Company in writing at or
before the Special Meeting or by executing a later-dated proxy.
Other than Proposal I, which is described above, and Proposal II,
which is described below, the Participants have no knowledge of any other
matters to be presented for action by the shareholders at the Special
Meeting or the Annual Meeting (except that it is expected that Directors
will be elected at the Annual Meeting).
In the Company Proxy Statement, the Company stated that only holders
of record of the Company's Common Stock as of the close of business on
February 2, 1998 are entitled to vote at the Special Meeting. In the
Company Proxy Statement, the Company reported that, on that date, it had
1,951,855 shares of Common Stock outstanding and entitled to vote, each
of which is entitled to one vote per share.
As of the date of this Proxy Statement, the Company has not filed with
the Securities and Exchange Commission a preliminary or definitive proxy
statement relating to the Annual Meeting. Accordingly, the Participants do
not have knowledge of any matters other than Proposal II to be presented at
the Annual Meeting, although it is expected that shareholders will be asked
to vote on the election of Directors at the Annual Meeting. The Participants
do not know the record date for determining the shareholders who will be
entitled to vote at the Annual Meeting or the number of shares that are or
will be entitled to vote as of such record date.
INTEREST OF THE PARTICIPANTS IN PROPOSAL I
If Proposal I is approved by shareholders at the special meeting
(see "Vote Required"), the Participants, should they collectively purchase
additional shares of Common Stock sufficient to bring their collective
ownership level above 20 percent of the outstanding Common Stock, will
have full voting rights for all of their shares of Common Stock.
5
<PAGE>
VOTE REQUIRED
The number of votes cast "FOR" Proposal I at the Special Meeting
must exceed the number of votes cast "AGAINST" Proposal I to approve
Proposal I. Abstentions and broker non-votes will not be counted
except to establish the existence of a quorum.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of Common Stock as of February 2, 1998 by: (i) each
director; (ii) the executive officers required to be named in the Summary
Compensation Table set forth in the Company Proxy Statement distributed in
connection with the 1997 Annual Meeting of Shareholders; (iii) all of the
directors, nominees and executive officers (including the executive
officers named in the Summary Compensation Table) as a group; and (iv)
each person or other entity identified in the Company Proxy Statement as
owning beneficially more than 5% of the class of Common Stock. Except
as otherwise indicated in the footnotes, each of the holders listed below
has sole voting and investment power other the shares beneficially owned.
This information was taken from the Company Proxy Statement. The
Participants have no independent knowledge of such information, except
to the extent that it relates to the Participants.
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
COMMON STOCK COMMON STOCK
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED
------------------------ ------------------ ------------------
<S> <C> <C> <C>
Claude L. Van Hefty,
Director, President and
Chief Executive Officer 9,931<F1> <F*>
Mark D. Burish,
Director 12,489 <F*>
Thomas J. Kuber, Director 20,879 <F*>
James L. Kemerling, Director 2,469 <F*>
John R. Peterson, Director 1,266 <F*>
Ralph D. Searles, Director 2,269 <F*>
6
<PAGE>
All directors and executive
officers as a group
(11 persons) 61,775<F2> 3.2%
Walter F. Adrian 112,000<F3> 5.7%
James D. Azzar 276,864<F4> 14.2%
Edwin A. Meyer, Jr. 337,074<F5> 17.3%
Bennie C. Burish 101,048<F6> 5.2%
<FN>
___________________________
<F*>Denotes less than 1%.
<F1> Amounts shown include 2,000 shares of Common Stock owned by Mr. Van
Hefty and Karen J. Van Hefty, Mr. Van Hefty's wife, as joint tenants
as to which they share voting and investment power, and 5,431 shares
allocated to Mr. Van Hefty's account under the Company's Profit
Sharing Plan and Trust for Non-Union Employees.
<F2> In the aggregate, directors and executive officers have sole voting
and dispositive power with respect to 52,807 shares and in the
aggregate, directors and executive officers have shared voting and
dispositive power with respect to 7,768 shares. One executive
officer has sole voting rights only with respect to 1,200 shares.
<F3> The share amount listed is from the Schedule 13G dated April 17,
1995 filed with the Securities and Exchange Commission and the
Company. Mr. Adrian's address is 201 Emery Avenue, South, Peshtigo,
Wisconsin 54157.
<F4> James D. Azzar ("Azzar"), Bomarko, Inc. ("Bomarko") and Extrusions
Division, Inc. ("EDI") (collectively referred to as the "Azzar Group")
constitute a "group" with respect to the acquisition of Common Stock.
Of the reported shares, 276,664 are owned by Bomarko and 200 are owned
by EDI. Azzar is deemed to beneficially own all of such shares in his
capacity as chairman of the board, chief executive officer and
director of, and investor in, Bomarko, and president, sole director
and sole shareholder of EDI. Azzar's address is 208 Pioneer Club
Road, East Grand Rapids, Michigan 49506. The address of Bomarko's
principal office is North Oak Road, P.O. Box K, Plymouth, Indiana
46563. The address of EDI's principal office is 208 Pioneer Club
Road, East Grand Rapids, Michigan 49506.
<F5> Amounts shown include 55,510 shares as to which Mr. Meyer has voting
rights but disclaims beneficial ownership. Mr. Meyer's address is
7255 Cortland Circle, Egg Harbor, Wisconsin 54209.
7
<PAGE>
<F6> The share amount listed is from the Schedule 13G dated April 26,
1995 filed with the Securities and Exchange Commission and the
Company. Mr. Burish's address is 352 Brown Avenue, Peshtigo,
Wisconsin 54157.
</FN>
</TABLE>
SHAREHOLDER PROPOSALS
As of the date of this Proxy Statement, the Participants have no
knowledge of the deadline by which proposals which shareholders of the
Company intend to present at and have included in the Company's proxy
statement for the 1999 annual meeting must be received by the Company.
This information is required to be set forth in the Company's proxy
statement relating to the 1998 Annual Meeting.
PROPOSAL TO BE PRESENTED AT ANNUAL MEETING OF SHAREHOLDERS
One of the matters to be presented at the Annual Meeting of Share-
holders of the Company is the following shareholder proposal submitted
by the Participants ("Proposal II"):
RESOLVED, that the shareholders of Badger Paper Mills, Inc. (the
"Company"), believing that the value of their investment in the
Company can best be maximized through the immediate sale or
merger of the Company, hereby urge the board of directors to
establish a committee of directors who are not current or former
officers or employees of the Company for the purpose of engaging
an investment banking firm, facilitating and promoting a sale or
merger of the Company or a sale or substantially all of its
assets, reviewing and negotiating any sale or merger proposal
received by the Company, and making a recommendation to the board
of directors with respect to any such proposal.
As of the date of this Proxy Statement, the date of the Annual
Meeting and the Record Date for determining the shareholders entitled
to vote at the Annual Meeting have not, to the knowledge of the
Participants, been determined. The Participants are not requesting
proxies with regard to Proposal II at this time.
If Proposal II is approved at the annual meeting, the Company's Board
of Directors is free to ignore Proposal II and choose not to begin the
process of selling the Company. Proposal II, if approved, would
communicate to the Company's management that the shareholders desire that
the Company be sold. If the Company is sold, it is expected that all
shareholders would share equally (on a per-share basis) in the proceeds,
if any, that are produced by such a sale. As such, the Participants would
8
<PAGE>
not be treated differently than any other shareholder on a per-share basis.
The Azzar Group has a continuing general interest in acquiring the Company,
but has not specific proposal pending at this time. Because the sale
process, if initiated by the Board of Directors, could ultimately result
in a sale to the Azzar Group, it has an interest in the proposal.
The number of votes cast "FOR" Proposal II at the Annual Meeting must
exceed the number of votes cast "AGAINST" Proposal II to approve Proposal
II. Abstentions and broker non-votes will not be counted except to
establish the existence of a quorum.
NO FORM OF PROXY RELATING TO THE ANNUAL MEETING IS PROVIDED WITH
THIS PROXY STATEMENT AND NO PROXY RELATING TO THE ANNUAL MEETING IS
SOLICITED AT THIS TIME. SHAREHOLDERS ARE REQUESTED NOT TO FURNISH A
PROXY RELATING TO THE ANNUAL MEETING TO THE PARTICIPANTS AT THIS TIME.
IF THE PARTICIPANTS SOLICIT PROXIES RELATING TO THE ANNUAL MEETING AT A
LATER DATE, THEY WILL FURNISH AN ADDITIONAL PROXY STATEMENT RELATING TO
THE ANNUAL MEETING PRIOR TO SUCH SOLICITATION.
9
<PAGE>
PROXY BADGER PAPER MILLS, INC.
The undersigned hereby appoints James D. Azzar, as Proxy, with the power
to appoint his substitute, and hereby authorizes him to represent and to
vote, as designated below, all the shares of Common Stock of Badger Paper
Mills, Inc., held of record by the undersigned on February 2, 1998, at
the Special Meeting of Shareholders to be held March 10, 1998, and any
adjournment or postponement thereof.
1. SHAREHOLDER RESOLUTION TO RESTORE FULL VOTING POWER.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In his discretion, the Proxy is authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF JAMES D. AZZAR; BOMARKO, INC.; AND
EXTRUSIONS DIVISION, INC. THE PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED IN THE MANNER DIRECTED. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSAL I AND ON SUCH OTHER BUSINESS AS MAY COME BEFORE
THE MEETING IN THE DISCRETION OF THE PROXY NAMED.
Dated ________________, 1998 X_______________________________________
X_______________________________________
Please sign exactly as your name appears
on the records of the Company. When
shares are held by joint tenants, both
should sign. When signing as attorney,
as executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign in
full corporate name by President or
other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
PLEASE MARK "FOR", DATE, SIGN AND RETURN THIS PROXY IN THE ENVELOPE PROVIDED.
<PAGE>
IMPORTANT NOTICE
TO ALL BADGER SHAREHOLDERS
WHO HOLD SHARES
THROUGH A BANK OR BROKER
If your Badger share are held for your account by a bank or
broker, you cannot vote your own shares. You must instruct your bank
or broker to vote your shares for you.
IF AND WHEN YOU RECEIVE PROXY MATERIALS FROM YOUR BANK OR
BROKER (EVEN A MANAGEMENT PROXY), PLEASE VOTE FOR THE SHAREHOLDER
RESOLUTION TO RESTORE FULL VOTING POWER, AND SIGN AND RETURN YOUR VOTE
IN THE ENVELOPE YOUR BANK OR BROKER PROVIDES.
Because of extremely short period of time until the meeting
you may be unable to cause shares you hold through a bank or broker to
be voted at the meeting. Even if you are unable to vote the shares held
by your bank or broker for your account, it is important that Mr. Hefty
and his board of directors get the message. IF YOU HOLD SHARES THROUGH
A BANK OR BROKER, PLEASE COMPLETE, SIGN AND RETURN THE FORM BELOW TO
ME TO EXPRESS YOUR SUPPORT.
COMPLETION OF THIS FORM DOES NOT CONSTITUTE VOTING OF YOUR
SHARES HELD THROUGH A BANK OR BROKER BUT MERELY COMMUNICATES TO THE
COMPANY'S MANAGEMENT HOW YOU INTENDED YOUR SHARES TO BE VOTED. THIS
FORM HAS NO LEGAL EFFECT AND IS ONLY AN EXPRESSION OF INTEREST.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Separate and return below)
Board of Directors
Badger Paper Mills, Inc.
Gentlemen:
I hold shares of Badger Paper Mills, Inc. through my bank or
broker. I would vote those shares FOR each of Mr. Azzar's proposals,
if I could.
<PAGE>
Date_____________, 1998 X__________________________________
(signature)
No. of Shares___________ ___________________________________
(Please print)
Name:______________________________
Address:___________________________
___________________________________
PLEASE COMPLETE, SIGN AND RETURN THIS FORM IN THE ENCLOSED ENVELOPE.
<PAGE>
JAMES D. AZZAR
208 Pioneer Club Road
East Grand Rapids, Michigan 49506
March 4, 1998
AN IMPORTANT MESSAGE
TO SHAREHOLDERS OF
BADGER PAPER MILLS, INC.
Dear Fellow Shareholders:
Enclosed with this letter is a Proxy Statement relating to the
Special Meeting of Shareholders of Badger Paper Mills, Inc. which I
understand to be scheduled for March 10, 1998. At the Special Meeting,
shareholders will consider and vote upon a proposal I have submitted. In
that proposal, I ask the shareholders to adopt a resolution which says that
if I buy more than 20% of the company's shares, those shares will have full
voting rights. This is necessary because of the defensive provisions in
Wisconsin's "control share" law. I ask you to vote "FOR" my proposal. I
don't intend to buy shares if they won't have full rights. If I buy
shares, I would be buying them from people who want to sell them. I'm
not asking you to sell your shares.
Right now I can only vote less than 15% of the company's stock.
The board of directors is opposed to my gaining more voting power. Of
course, as an interested buyer, I have an interest in the proposal.
ACT IN YOUR OWN BEST INTERESTS. SEND CLAUDE VAN HEFTY AND HIS
BOARD OF DIRECTORS A MESSAGE. PLEASE VOTE "FOR" MY PROPOSALS.
Sincerely,
/s/James D. Azzar
James D. Azzar
<PAGE>
[TRANSCRIPT OF VIDEOTAPE ACCOMPANYING PROXY STATEMENT
TO BE DELIVERED TO SHAREHOLDERS OF BADGER PAPER MILLS, INC.]
[BOMARKO LOGO]
BOMARKO
____________
WE ADD VALUE
TO YOUR PRODUCT
Value, it means many things to many people, but what is the
definition of value? A low price tag, a commitment to your company,
or perhaps the timely completion of a project. At Bomarko it's a
philosophy. A philosophy that extends to all aspects of our company.
From our quality labs to our world sourcing of raw materials, to our
dedication to continuous improvement. Value is the motivation behind
everything we do.
So how do we define value? At Bomarko, it's more than a
definition, it's how we conduct our business lives, a result of
Vision, Ingenuity, Talent, and Commitment. It comes from years of
experience producing top quality, flexible packaging that increases
our customer's performance. It's the ability to respond to the
customer's needs and become a business partner in the process. It's
these characteristics which are the building blocks for what Bomarko
is today. A company with a commitment to growing with our customers
and adding value in the process.
For instance, take our in-house quality labs, this is where we
enhance the repeatability of the performance of your products. Our
plants have on premise ink technicians and ink mixing equipment. As
such we can insure repeated color consistency. Instead of examining
finished product for flaws, and then adjusting our processes
accordingly, our lab sets quality standards beforehand so that your
product is run correctly, without errors, the first time and every
time. That means no matter if your product requires Foil Laminating,
Waxing, or Printing, waste is reduced. The Repeatability of Quality
is assured and Efficiency is Increased, which in turn lowers costs.
This Vision and Ingenuity is one of the cornerstones Bomarko is
built on. It's part of our commitment to addressing issues before
they become problems.
Another aspect of problem solving is having the ability to be
in tune with your customer's needs today and anticipating those of the
future and then having the commitment and talents to respond quickly
and accurately. Our people have one focus, one mind set, and that is
to create value for your products. From Dry Waxing to Wet Waxing to
Hot Melt Coating our entire team of employees are empowered to assure
repetition of quality.
<PAGE>
Another aspect in the Bomarko definition of value is in our
purchasing power. We have created a large network of raw materials
suppliers the world over. This network provides us with the
stability. World sourcing means we are less affected by local or
regional raw material price fluctuations and material shortages.
Because of our purchasing power, we are assured Competitive Prices.
This decreases unnecessary costs, a necessary aspect of value.
Our definition of value also includes a vision of the future
with you in mind. Through our systematic product development and
warehousing, we can map your current and past needs and in turn help
you forecast future needs. We can then process your product at the
most efficient time and have it stored in our warehouse ready, on
demand, when you need it. Our adherence to the principles of "Just in
Time" saves us all money.
But our commitment doesn't stop there, it also extends to the
continuous improvement of our machinery and processors. We build much
of our machinery on-site, which lowers our overhead. These machines
are often then linked into single pass processing lines specifically
designed to meet your products specifications. From Margarine and
Butter Wraps to Candy and Medical Wraps, whatever your product may be,
a single pass processing line can be built and dedicated to meet your
present and future needs. Overall, wastes are decreased. In a one
pass process our technicians are able to immediately detect and
correct any quality variations, and since your product is finished in
one pass from candy twisting, cereal lining to ice cream novelty
papers, repeated quality is increased and your product can be
completed more efficiently. This unique manner of processing is out
of the norm in the flexible packaging industry, but this is one manner
in which we differentiate ourselves.
It's because value is more than a low price tag. It's growing
as your partner grows, improving processes as necessary. Actually
these building blocks result in value, in the form of lasting
partnerships with our customers. In over 30 years of business, we
have grown as our customer's needs have grown. It's because of our
commitment to each and every one of our domestic and international
customer's. We believe these partnerships have been built through
good business relationships and mutual trust and commitment.
Our people best exemplify this trust and commitment, because
while we have grown into a multi-million dollar, globally focused
company, we haven't outgrown the close-knit family spirit that
impressed our customer's years ago, many of whom are still customers
today. This spirit is evident in the eyes and smiles of our
employees. They are a talented group of individuals, with focus and
ingenuity. They are the embodiment of all the characteristics that
have built Bomarko. They are committed to your needs, from roto
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griever or flexigraphic printing to laminate, waxing, and coating.
From start to finish, they are the reason we have built such lasting
and productive partnerships with our customers, because they are the
people who add value to your product. We are a value driven team and
look forward to the opportunity to meet your needs.
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