-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WkuSaN1MZWwQz1jbnRLzAfQoGoEibhr5FCWEL+udPFAYgeohdtiZYV/D61fO6wTR sn7Nq4HPPnShCmJOQvH4rQ== 0000916480-98-000029.txt : 19981023 0000916480-98-000029.hdr.sgml : 19981023 ACCESSION NUMBER: 0000916480-98-000029 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981022 EFFECTIVENESS DATE: 19981022 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WAUSAU MOSINEE PAPER MILLS CORP CENTRAL INDEX KEY: 0000105076 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 390690900 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-02845 FILM NUMBER: 98728859 BUSINESS ADDRESS: STREET 1: 1244 KRONENWETTER DRIVE STREET 2: PO BOX 1408 CITY: MOSINEE STATE: WI ZIP: 54455-9099 BUSINESS PHONE: 7158455266 MAIL ADDRESS: STREET 1: 1244 KRONEWETTER DRIVE STREET 2: P O BOX 1408 CITY: MOSINEE STATE: WI ZIP: 54455-9099 S-8 POS 1 AMENDMENT NO. 2 TO FORM S-8 WMPC As filed with the Securities and Exchange Commission on October 22, 1998 Registration No. 333-02845 AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WAUSAU-MOSINEE PAPER CORPORATION (Exact name of registrant as specified in its charter) WISCONSIN 39-0690900 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1244 KRONENWETTER DRIVE MOSINEE, WISCONSIN 54455-9099 (Address of principal executive offices) (Zip Code) WAUSAU-MOSINEE PAPER CORPORATION SAVINGS AND INVESTMENT PLAN (Full title of the plan) GARY P. PETERSON SENIOR VICE PRESIDENT-FINANCE, SECRETARY AND TREASURER WAUSAU-MOSINEE PAPER CORPORATION 1244 KRONENWETTER DRIVE MOSINEE, WI 54455-9099 (715) 693-4470 Copies to: ARNOLD J. KIBURZ III RUDER, WARE & MICHLER, A LIMITED LIABILITY S.C. P.O. BOX 8050 WAUSAU, WI 54402-8050 (715) 845-4336 (Name, address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Amount of additional Proposed Proposed Amount of Title of securities securities to be maximum offering maximum registration fee to be registered registered price per unit aggregate for additional offering price securities Common stock, 600,000 $13.56(1) $8,137,500(2) $2,402.00(1) no par value shares Interests in the Wausau- Mosinee Paper Corporation Savings and Investment Plan (2) (1) Estimated solely for purposes of calculating registration fee for 600,000 additional shares pursuant to Rule 457(h); calculated pursuant to Rule 457(c) based on the average of the high and low prices of Registrant's common stock as reported on the New York Stock Exchange on October 15, 1998. (2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
This Amendment No. 2 to Form S-8, Registration Statement No. 333- 02845, for the Wausau-Mosinee Paper Corporation Savings and Investment Plan is filed to register an additional 600,000 shares of Wausau-Mosinee Paper Corporation common stock. The plan was formerly known as the Wausau Paper Mills Company Salaried Savings and Investment Plan. The contents of Registration Statement No. 333-02845 on Form S-8, and Amendment No. 1 to such registration statement, are hereby incorporated by reference. -2- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Amendment No. 2 to Form S-8, Registration Statement No. 333-02845, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mosinee, State of Wisconsin, on October 21, 1998. WAUSAU-MOSINEE PAPER CORPORATION By: GARY P. PETERSON Gary P. Peterson Senior Vice President-Finance, Secretary and Treasurer (On behalf of Registrant and as Principal Financial Officer) -3- SIGNATURES Each person whose signature appears below constitutes and appoints San W. Orr, Jr., Daniel R. Olvey and Gary P. Peterson, and each of them, his true and lawful attorney-in-fact, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to Form S-8, Registration Statement No. 333-02845, including this Amendment No. 2, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission. Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to Form S-8, Registration Statement No. 333-02845, has been signed on October 21, 1998, by the following persons in the capacities indicated. SAN W. ORR, JR. DANIEL R. OLVEY San W. Orr, Jr. Daniel R. Olvey Chairman of the Board President and Chief Executive Officer and a Director (Principal Executive Officer) WALTER ALEXANDER HARRY R. BAKER Walter Alexander Harry R. Baker Director Director GARY W. FREELS RICHARD G. JACOBUS Gary W. Freels Richard G. Jacobus Director Director RICHARD L. RADT DAVID B. SMITH, JR. Richard L. Radt David B. Smith, Jr. Director Director STEVEN A. SCHMIDT Steven A. Schmidt Corporate Controller (Principal Accounting Officer) -4- EXHIBIT INDEX TO AMENDMENT NO. 2 TO FORM S-8 OF WAUSAU-MOSINEE PAPER CORPORATION PURSUANT TO
232.102(D) OF REGULATION S-T (17 C.F.R.
232102(D)) EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS -5- EX-23.1 2 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in Amendment No. 2 to Form S-8, Registration Statement No. 333-02845, of Wausau-Mosinee Paper Corporation relating to the registration of 600,000 shares of its common stock, no par value, in connection with the Wausau-Mosinee Paper Corporation Savings and Investment Plan (the "Plan") of our report dated September 17, 1997, appearing in Registrant's annual report on Form 10-K for the year ended August 31, 1997, of our report dated February 3, 1998, appearing in Registrant's Annual Report to shareholders for the year ended December 31, 1997, and of our report dated June 29, 1998, appearing in the Plan's Annual Report on Form 11-K for the year ended December 31, 1997, and to all references to our Firm included in the Registration Statement on Form S-8. WIPFLI ULLRICH BERTELSON LLP October 21, 1998 Wausau, Wisconsin -6- -----END PRIVACY-ENHANCED MESSAGE-----