BADGER PAPER MILLS INC
PREC14A, 1998-02-26
PAPER MILLS
Previous: ARMSTRONG WORLD INDUSTRIES INC, SC 13D/A, 1998-02-26
Next: BAKER FENTRESS & CO, NSAR-B, 1998-02-26



<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:

          [X]  Preliminary Proxy Statement

          [ ]  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 February
___, 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 which may 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
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").    

    This Proxy Statement concerns two proposals, one of which will be
presented at the Special Meeting, and the other of which will be presented
at the Annual Meeting.  To the Participants' knowledge, there are no other
proposals to be presented for shareholder action at the Special Meeting.
However, there will be other proposals to be acted on at the Annual Meeting
(such as the election of Directors).

    The time, date and place of the Special Meeting are taken from the
Company's Preliminary Proxy Statement relating to the Special Meeting as
filed with the Securities and Exchange Commission on February 4, 1998
(the "Company Preliminary Proxy Statement").  The Participants
do not know whether the Special Meeting will be held on that date,
or whether the Special Meeting will be postponed or adjourned.  Scheduling
and holding the Special Meeting is substantially within the control of the
board of directors and management of the Company.    

                                      3
<PAGE>
    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.  However, the Company's Bylaws provide that
annual shareholders' meetings will, unless otherwise determined by the
Board of Directors of the Company, be held on the first Tuesday in May of
each year.    

    A FORM OF PROXY RELATING TO THE SPECIAL MEETING IS PROVIDED WITH THIS
PROXY STATEMENT.  HOWEVER, 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.    

    CERTAIN INFORMATION IN THIS PROXY STATEMENT HAS BEEN OBTAINED BY THE
PARTICIPANTS FROM THE COMPANY PRELIMINARY PROXY STATEMENT.  THE INFORMATION
CONTAINED IN THE COMPANY PRELIMINARY PROXY STATEMENT IS THE RESPONSIBILITY
OF THE COMPANY AND IS SUBJECT TO CHANGE.    


            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).

                                      4
<PAGE>
                             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
     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

                                      5
<PAGE>
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.


       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 of 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.    


                          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

                                      6
<PAGE>
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 Preliminary Proxy Statement.    

     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 and Proposal II, which are described above,
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 Directors will be elected at the Annual Meeting).    

     In the Company Preliminary 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 Preliminary 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.    
                                      7
<PAGE>
               INTEREST OF THE PARTICIPANTS IN THE PROPOSALS

     PROPOSAL I.  If Proposal I is approved (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.

     PROPOSAL II.   The Participants have no direct interest in Proposal II
that is different from any other shareholder.  If Proposal II is approved
(see "Vote Required"), 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 not be treated differently than any other
shareholder on a per-share basis.    


                               VOTE REQUIRED

     PROPOSAL I.  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.

     PROPOSAL II.  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.

                          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 Preliminary 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 Preliminary Proxy Statement.
The Participants have no knowledge of, and disclaim responsibility for,
such information, except to the extent that it relates to the
Participants.    

                                      8
<PAGE>
<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*>

      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.             327,562<F5>            16.8%

      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.


                                      9
<PAGE>
<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 55,500 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.

<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.













                                      10
<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.    

 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
                   (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

                            February ____, 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 the company's board of directors
has chosen to retain the defensive provisions in Wisconsin's "control
share" law.  I ask you to vote "FOR" my proposal.  It's  not reasonable to
expect me 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, only to make it possible for other people to sell to
me if they want to.

          Also briefly discussed in the proxy statement is a shareholder
proposal that I intend to present at the Company's Annual Meeting of
Shareholders.  That proposal, like one that I presented last year, would
urge the board of directors to begin the process of selling the company.

          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.  I think
that the board of directors is afraid that if I gain more voting power,
other shareholders may join me in supporting a sale of the company.

          ACT IN YOUR OWN BEST INTERESTS.  SEND CLAUDE VAN HEFTY AND HIS
BOARD OF DIRECTORS A MESSAGE.  PLEASE VOTE "FOR" MY PROPOSALS.

                              Sincerely,



                              James D. Azzar
    


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission