FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from____________ to _________________
Commission file number: 1-13923
WAUSAU-MOSINEE PAPER CORPORATION
(Exact name of registrant as specified in charter)
WISCONSIN 39-0690900
(State of incorporation) (I.R.S. Employer Identification Number)
1244 KRONENWETTER DRIVE
MOSINEE, WISCONSIN 54455-9099
(Address of principal executive office)
Registrant's telephone number, including area code: 715-693-4470
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such report), and (2) has been subject
to such filing requirements for the past 90 days.
Yes X No
The number of common shares outstanding at April 30, 2002 was 51,536,891
INTRODUCTORY NOTE
THIS FORM 10-Q/A IS FILED FOR THE PURPOSE OF CONFORMING THIS REPORT TO
THE AMENDMENTS TO THE FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2001
CONTAINED IN THE FORM 10-K/A FOR SUCH PERIOD. PLEASE SEE "INTRODUCTORY
NOTE" TO FORM 10-K/A FOR THE YEAR ENDED DECEMBER 31, 2001.
WAUSAU-MOSINEE PAPER CORPORATION
AND SUBSIDIARIES
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of
Income Three Months Ended
March 31, 2002 (unaudited)
and March 31, 2001 (unaudited) 1
Condensed Consolidated Balance
Sheets, March 31, 2002 (unaudited)
and December 31, 2001 (derived from
audited financial statements) 2
Condensed Consolidated Statements
of Cash Flows, Three Months
Ended March 31, 2002 (unaudited)
and March 31, 2001 (unaudited) 3
Notes to Condensed Consolidated
Financial Statements 3-5
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 7-10
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 11-13
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Wausau-Mosinee Paper Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
(As Restated, See Note 2)
Three Months Ended
MARCH 31,
(Dollars in thousands, except per share data) 2002 2001
NET SALES $ 225,928 $ 234,145
Cost of products sold 200,600 218,203
GROSS PROFIT 25,328 15,942
Selling and administrative expenses 17,072 17,672
OPERATING PROFIT (LOSS) 8,256 (1,730)
Interest expense (2,763) (4,336)
Other income (expense), net (55) 98
EARNINGS (LOSS) BEFORE INCOME TAXES 5,438 (5,968)
Provision (credit) for income taxes 2,010 (2,200)
NET EARNINGS (LOSS) $ 3,428 ($ 3,768)
NET EARNINGS (LOSS) PER SHARE - BASIC $ 0.07 ($ 0.07)
NET EARNINGS (LOSS) PER SHARE - DILUTED $ 0.07 ($ 0.07)
Weighted average shares outstanding-basic 51,515,064 51,372,685
Weighted average shares outstanding-diluted 51,640,827 51,372,685
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Wausau-Mosinee Paper Corporation and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands*) MARCH 31, December 31,
2002 2001
Assets
Current assets:
Cash and cash equivalents $ 12,616 $ 12,010
Receivables, net 75,626 69,425
Refundable income taxes 437 1,241
Inventories 131,292 124,338
Deferred income taxes 14,111 14,111
Other current assets 2,917 1,910
Total current assets 236,999 223,035
Property, plant and equipment, net 626,752 634,928
Other assets 34,650 34,045
TOTAL ASSETS $898,401 $892,008
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 61,888 $ 64,060
Accrued and other liabilities 53,483 57,251
Total current liabilities 115,371 121,311
Long-term debt 205,121 192,264
Deferred income taxes 105,638 105,638
Postretirement benefits 54,583 54,253
Pension 32,191 37,223
Other noncurrent liabilities 16,836 16,464
Total liabilities 529,740 527,153
Stockholders' equity 368,661 364,855
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 898,401 $892,008
<FN>
*The condensed consolidated balance sheet at March 31, 2002 is unaudited. The
December 31, 2001 condensed consolidated balance sheet is derived from audited
financial statements.
-2-
Wausau-Mosinee Paper Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Three Months Ended
MARCH 31,
(Dollars in thousands) 2002 2001
Net cash used by operating activities ($1,498) ($ 3,450)
Capital expenditures (6,881) (5,771)
Net borrowings under credit agreements 13,039 8,452
Dividends paid (4,378) (4,368)
Stock options exercised 324 1,898
Proceeds on sale of property, plant and equipment - 104
Proceeds on termination of swap agreement - 2,250
Other investing and financing activities - (59)
NET INCREASE (DECREASE) IN CASH $ 606 ($ 944)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Note 1.The consolidated financial statements include the results of
Wausau-Mosinee Paper Corporation and our consolidated subsidiaries. All
significant intercompany transactions have been eliminated in the
consolidated financial statements. The accompanying condensed financial
statements, in the opinion of management, reflect all adjustments which
are normal and recurring in nature and which are necessary for a fair
statement of the results for the periods presented. In all regards, the
financial statements have been presented in accordance with generally
accepted accounting principles. Refer to notes to the financial
statements which appear in the Annual Report on Form 10-K for the year
ended December 31, 2001, for the Company's accounting policies which are
pertinent to these statements.
Note 2.As a result of a comprehensive review performed in the second
quarter of 2002, the Company determined that certain reclassifications and
adjustments were required to previously filed financial statements. As
discussed in Note 1 of the Form 10K/A for the year ended December 31,
2001, the Company has reclassified gains and losses on asset dispositions
from other income and expense to either cost of sales or selling and
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administrative expenses and has restated amounts previously recognized as
compensation expense for stock options prior to plan approval by
shareholders to the period corresponding with shareholder approval of the
plan. Unaudited quarterly financial data for the years 2001 and 2002 has
also been restated from amounts previously reported, as follows:
(i) For the periods ended March 31, 2002 and 2001, net losses from
asset dispositions in the amount of $48,000 and $247,000,
respectively, were reclassified from other income and expense to
cost of sales. These reclassifications do not change the
Company's previously reported net earnings (loss).
(ii) For the period ended March 31, 2001, previously recognized
compensation expense in the amount of $1,581,000, or $981,000 net
of tax, was restated and recognized in the period ended June 30,
2001 to correspond with the quarter in which shareholder approval
was obtained.
Except as otherwise stated herein, all information presented in the
Consolidated Financial Statements and related Notes to Consolidated
Financial Statements includes all such reclassifications and restatements.
Note 3. The Company has reclassified and restated its financial statements
for each of the three years ended December 31, 2001 as discussed in
Note 1 of the December 31, 2001 Form 10-K/A. The restatements did not
result in a change to the cumulative net earnings of the Company.
Unaudited quarterly financial data for the years 1999, 2000 and 2001
has also been restated. Except as otherwise stated herein, all
information presented in the Consolidated Financial Statements and
related notes includes all such reclassifications and restatements.
Note 4. Net earnings include provisions, or credits, for incentive plans
calculated by using the average price of the Company's stock at the
close of each calendar quarter as if all such plans had been exercised
on that day. For the three months ended March 31, 2002 and March 31,
2001, the provision for incentive plans was $534,000 and $1,196,000,
respectively.
-4-
Note 5. Basic and diluted earnings per share are reconciled as follows:
(Dollars in thousands, except per share data)
Three Months
ENDED MARCH 31,
2002 2001
Net earnings (loss) $ 3,428 ($ 3,768)
Basic weighted average common
shares outstanding 51,515,064 51,372,685
Dilutive securities:
Stock options 125,763 -
Dilutive weighted average common
shares outstanding 51,640,827 51,372,685
Net earnings (loss) per share-basic $ 0.07 ($ 0.07)
Net earnings (loss) per share-diluted $ 0.07 ($ 0.07)
For the three months ended March 31, 2002, options for 738,855 shares were
excluded from the diluted EPS calculation because the options were
antidilutive. For the three months ended March 31, 2001, all options were
antidilutive due to the loss for the quarter then ended.
Note 6. Accounts receivable consisted of the following:
($ thousands) MARCH 31, December 31,
2002 2001
Trade $79,470 $ 73,349
Other 926 727
80,396 74,076
Less: Allowances 4,770 4,651
$75,626 $69,425
Note 7. The various components of inventories were as follows:
($ thousands) MARCH 31, December 31,
2002 2001
Raw Materials $ 37,191 $ 34,349
Work in Process and Finished Goods 84,668 80,343
Supplies 28,959 29,181
Subtotal 150,818 143,873
Less: LIFO Reserve 19,526 19,535
Net inventories $131,292 $124,338
-5-
Note 8. The accumulated depreciation on fixed assets was $575,485,000 as
of March 31, 2002 and $564,108,000 as of December 31, 2001. The provision
for depreciation, amortization and depletion for the three months ended
March 31, 2002 and March 31, 2001 was $15,196,000 and $15,172,000,
respectively.
Note 9. Interim Segment Information
FACTORS USED TO IDENTIFY REPORTABLE SEGMENTS
The Company's operations are classified into three principal reportable
segments, the Printing & Writing Group, the Specialty Paper Group and the
Towel & Tissue Group, each providing different products. Separate
management of each segment is required because each business unit is
subject to different marketing, production and technology strategies.
PRODUCTS FROM WHICH REVENUE IS DERIVED
The Printing & Writing Group produces a broad line of premium printing and
writing grades at manufacturing facilities in Brokaw, Wisconsin and
Groveton, New Hampshire. The Printing & Writing Group also includes two
converting facilities which produce laminated roll wrap and related
specialty finishing and packaging products, and a converting facility
which converts printing and writing grades. The Specialty Paper Group
produces specialty papers at its manufacturing facilities in Rhinelander,
Wisconsin; Mosinee, Wisconsin and Jay, Maine. The Towel & Tissue Group
manufactures a complete line of towel, tissue, soap and dispensing systems
for the "away-from-home" market. The Towel & Tissue Group operates a
paper mill in Middletown, Ohio and a converting facility in Harrodsburg,
Kentucky.
MEASUREMENT OF SEGMENT PROFIT AND ASSETS
The Company evaluates performance and allocates resources based on
operating profit or loss. The accounting policies of the reportable
segments are the same as those described in the summary of significant
accounting policies.
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RECONCILIATIONS
The following are reconciliations to corresponding totals in the
accompanying consolidated financial statements:
Three Months
ENDED MARCH 31,
(Dollars in thousands) 2002 2001
Net sales external customers
Printing & Writing $ 96,307 $ 97,828
Specialty Paper 82,920 91,192
Towel & Tissue 46,701 45,125
$225,928 $234,145
Net sales intersegment
Printing & Writing $ 1,844 $ 2,702
Specialty Paper 83 104
Towel & Tissue 0 0
$ 1,927 $ 2,806
Operating profit(loss)
Printing & Writing $ 6,804 $ 1,325
Specialty Paper ( 930) (4,018)
Towel & Tissue 5,558 4,329
Total reportable segment
Operating profit 11,432 1,636
Corporate & eliminations (3,176) (3,366)
Interest expense (2,763) (4,336)
Other income/expense ( 55) 98
Earnings (loss) before income taxes $ 5,438 ($ 5,968)
(Dollars in thousands) MARCH 31, December 31,
2002 2001
Segment Assets
Printing & Writing $294,861 $ 294,241
Specialty Paper 371,948 368,595
Towel & Tissue 180,783 177,708
Corporate & Unallocated* 50,809 51,464
$898,401 $ 892,008
<FN>
* Segment assets do not include intersegment accounts receivable, cash,
deferred tax assets and certain other assets which are not identifiable
with segments.
-7-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS*
RESULTS OF OPERATIONS
Net Sales
Consolidated net sales for the three months ended March 31, 2002,
were $225.9 million, a decrease of 3.5% from last year's first
quarter net sales of $234.1 million. Company-wide shipments in the
first quarter of 2002 of 199,100 tons were 3.4% higher than shipments
in the first quarter of 2001 of 192,500 tons, however, the average
selling price declined approximately 8% over the same period and
impacted net sales unfavorably by approximately $18 million. First
quarter 2002 average selling prices were comparable to those
experienced in the fourth quarter of 2001. Net sales to xpedx,
International Paper's distribution division and the Company's major
customer that accounted for 10.6% of consolidated net sales for the
year ending December 31, 2001, were 9.6% and 9.8% of consolidated net
sales for the first quarter of 2002 and 2001, respectively.
First quarter net sales and shipments in the Printing & Writing Group
were similar in 2002 compared to the first quarter of 2001. Net
sales for the group declined from $97.8 million in 2001 to $96.3
million in 2002 due to a decrease in average selling price of
approximately 4% for the same two periods, while shipments in 2002
for the Group were slightly higher at 87,100 tons compared to 85,400
tons in 2001. Demand for uncoated free sheet papers declined
approximately 7% in the first quarter of 2002 as compared to the same
period last year with market demand for text, cover and other premium
papers decreasing an even greater amount. The decrease in average
selling price is principally due to mix deterioration caused by
market declines.
The Specialty Paper Group's net sales declined 9.1% in the first
quarter of 2002 compared to the first quarter of 2001, while
shipments for the group grew 4.1% over the first quarter of 2001.
The decrease in net sales from $91.2 million in 2001 to $82.9 million
in 2002 is due to a decline in average selling price of approximately
14% quarter-over-quarter which is reflective of the deteriorating
market conditions within this highly technical, fragmented market.
Most of the year-over-year decline in average selling price is the
result of the product price decreases with mix deterioration
accounting for approximately one-quarter of the decline.
Net sales for the first quarter of 2002 increased 3.5% over the first
quarter of 2001 to $46.7 million for the Towel & Tissue Group. First
quarter 2001 net sales were $45.1 million. Although average selling
prices deteriorated by approximately 2% from the first quarter of
2001, the total tons shipped for this group increased approximately
6.0% over the prior year to 33,400 tons-a new record for first
quarter sales volume.
* Matters discussed in this report with respect to the Company's expectations
are forward-looking statements that involve risks and uncertainties. See
"Information Concerning Forward-Looking Statements."
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GROSS PROFIT
Gross profit for the three months ended March 31, 2002, was $25.3 million
or 11.2% of net sales, compared to $15.9 million or 6.8% of net sales for
the three months ended March 31, 2001. The increase in the gross profit
margin year-over-year is principally due to a decline in natural gas and
market pulp prices, as well as, improved production efficiencies company-
wide. In total, the natural gas price per decatherm declined
approximately 52% from the first quarter of 2001 resulting in a favorable
impact of $6.5 million quarter-over-quarter and favorable market pulp
prices contributed approximately $14 million in 2002 compared to 2001 due
to price declines of approximately $129 per air-dried metric ton, between
comparable periods. In addition, improved operations added approximately
$3 million to gross profit margin quarter-over-quarter.
The Printing & Writing Group's gross profit for the first quarter of 2002
was 12.9% of net sales compared to 7.0% of net sales for the same period
last year. As indicated in the consolidated gross margin comparisons, the
Printing & Writing Group benefited from lower energy and market pulp
costs, as well as, improved paper mill operations quarter-over-quarter.
The Specialty Paper Group's improved operations, combined with favorable
energy and market pulp costs resulted in a gross profit margin
improvement--from $0.8 million or 0.9% of net sales in the first quarter
of 2001 to $3.5 million or 4.2% of net sales in the first quarter of 2002.
Total paper mill production for the group increased in 2002 as compared to
2001, while finished goods inventory levels have declined from
approximately 36,000 tons at March 31, 2001 to 32,000 tons at March 31,
2002.
The gross profit margin for the Towel & Tissue Group remained similar at
20.2% as a percent of net sales in 2002 compared to 18.5% as a percent of
net sales in 2001. Favorable waste paper and energy costs as well as
improved operations contributed to the gross profit margin improvement
quarter-over-quarter.
Consolidated order backlogs increased to 32,500 tons at March 31 ,2002
from 24,800 tons at March 31, 2001. Backlog tons at March 31, 2002
represent $36.1 million in sales compared to $30.1 million at March 31,
2001. Improvement in customer backlog was most significant within the
Specialty Paper Group with backlog tons improving to 20,800 tons at the
end of the first quarter of 2002 compared to 12,900 tons at the end of the
first quarter of 2001. Printing & Writing Group customer order backlog
was similar quarter-over-quarter at 10,100 tons at March 31, 2002, while
the Towel & Tissue Group experienced a decline in backlogs compared to the
first quarter of 2001 at 1,550 tons compared to 1,900 tons. The change in
customer order backlogs does not necessarily indicate strengthening
business conditions as a large portion of orders are shipped directly from
inventory upon receipt and do not impact backlog numbers.
-9-
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses, excluding the impact of stock
incentive program charges determined by the change in the company's stock
price, were comparable for the periods ending March 31, 2002 and 2001 at
$16.6 million and $16.5 million, respectively. The charges for stock
incentive programs were $.5 million in the first quarter of 2002 compared
to $1.2 million in the first quarter of 2001.
CAPITAL RESOURCES AND LIQUIDITY
CASH PROVIDED (USED) BY OPERATIONS
For the three months ended March 31, 2002, cash used by operations was
$1.5 million compared to $3.5 million in the first quarter of the last
year. Improved operational earnings offset by increases in inventory
levels in the first quarter of 2002 due to seasonal inventory builds
accounted for the change in cash flow quarter-over-quarter.
CAPITAL EXPENDITURES
Capital expenditures totaled $6.9 million for the first quarter ended
March 31, 2002, compared to $5.8 million for the same period last year.
For 2002, capital expenditures for projects with total spending expected
to exceed $1.0 million were $0.8 million for a pulp mill digester
replacement and $3.7 million for a paper machine process control system
replacement at the Printing & Writing Group's Brokaw and Groveton mills,
respectively. At the Towel & Tissue Group, $2.2 million was spent on
various converting equipment. The balance of spending in the first
quarter of 2002 was on projects individually under $1.0 million.
During the first three months of 2001, the Specialty Paper Group spent $
2.1 million on the High Performance Liner (HPL) project. The balance of
the spending during the first quarter of 2001 was on projects individually
under $1.0 million.
FINANCING
Total current and long-term debt increased $12.8 million for the three
months ended March 31, 2002 to $205.1 million. The increase in total debt
from December 2001 is due in part to seasonal building of inventory
levels.
Interest expense was $2.8 million in the first quarter of 2002 compared to
$4.3 million in the same period of 2001. The decrease in interest expense
is principally the result of lower average funded debt levels in 2002
compared to 2001.
In the first quarter of 2002, the Company renewed a $12.5 million
revolving note agreement that expires on March 8, 2003. There were no
borrowings against the note as of March 31, 2002.
-10-
In the first quarter of 2001, the Company terminated an interest rate swap
arrangement on $30 million of the 12-year senior notes and realized
proceeds of $2.25 million.
Cash provided by operations and the borrowing capacity are expected to
meet capital needs and dividends. The company has approximately $101.7
million available from existing bank facilities as of March 31, 2002.
COMMON STOCK REPURCHASE
There were no stock repurchases in the first quarter of 2002 or the first
quarter of 2001.
DIVIDENDS
A dividend declared in December, 2001, of $.085 per share was paid
February 15, 2002 to shareholders of record as of February 1, 2002. At
the April 18, 2002 meeting, the Board of Directors declared a quarterly
cash dividend of $.085 per share that is payable May 15, 2002 to
shareholders of record as of May 1, 2002.
INFORMATION CONCERNING FORWARD LOOKING STATEMENTS
This report contains certain of management's expectations and other
forward-looking information regarding the Company pursuant to the safe-
harbor provisions of the Private Securities Litigation Reform Act of
1995. While the Company believes that these forward-looking statements
are based on reasonable assumptions, such statements are not guarantees
of future performance and all such statements involve risk and
uncertainties that could cause actual results to differ materially from
those contemplated in this report. The assumptions, risks and
uncertainties relating to the forward-looking statements in this report
include general economic and business conditions, changes in the prices
of raw materials or energy, competitive pricing in the markets served by
the Company as a result of economic conditions or overcapacity in the
industry, manufacturing problems at Company facilities and various other
matters. These and other assumptions, risks and uncertainties are
described under the caption "Cautionary Statement Regarding Forward-
Looking Information" in Item 1 of the Company's Annual Report on Form
10-K for the year ended December 31, 2001, and, from time to time, in
the Company's other filings with the Securities and Exchange Commission.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no material change in the information provided in
response to Item 7A of the Company's Form 10-K for the year ended
December 31, 2001.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-K
The following exhibits have been filed with the Securities and Exchange
Commission. Exhibits filed as part of this report, and listed below,
are set forth on the Exhibit Index which follows the signature page.
Exhibit
NUMBER DESCRIPTION
3.1 Restated Articles of Incorporation, as amended October 21, 1998
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form 8-A dated October 21, 1998)
3.2 Restated Bylaws, as amended December 17, 1997 (incorporated by
reference to Exhibit 4.2 to the Company's Registration Statement
on Form S-8 dated December 17, 1997)
4.1 Rights Agreement, dated as of October 21, 1998, including the Form
of Restated Articles of Incorporation as Exhibit A and the Form of
Rights Certificate as Exhibit B (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form 8-A
dated October 21, 1998)
4.2 First Amendment dated August 22, 2000 to Rights Agreement dated
October 21, 1998 (incorporated by reference to Exhibit 4.1 (a) to
Amendment No. 1 to the Company's Registration Statement on Form
8-A, filed on December 19, 2000)
4.3 Summary of Rights to Purchase Preferred Shares, Exhibit C to
Rights Agreement filed as Exhibit 4.1 hereto (incorporated by
reference to Exhibit 4.2 to the Company's Registration Statement
on Form 8-A, filed on October 29, 1998)
4.4 $138,500,000 Note Purchase Agreement dated August 31, 1999
(incorporated by reference to Exhibit 4.3 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1999)
4.5 Revolving Credit Agreement dated December 10, 1999 among the
Company and Bank of America, N.A., Bank One, NA, M&I Marshall &
Ilsley Bank, and Harris Trust and Savings Bank, as amended April
14, 2000, December 8, 2000, and January 23, 2001 (incorporated by
reference to Exhibit 4.5 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2000)
-12-
4.6 $12,500,000.00 364-day Credit Facility Between the Company and
Marshall & Ilsley Bank Dated March 8, 2002 (incorporated by
reference to Exhibit 4.6 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2001)
10.1 Supplemental Retirement Plan, as last amended October 19, 2000
(incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on form 10-Q for the quarterly period ended March
31, 2001)*
10.2 1988 Stock Appreciation Rights Plan, as last amended March 4, 1999
(incorporated by reference to Exhibit 10.4 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998)*
10.3 1990 Stock Appreciation Rights Plan, as last amended March 4, 1999
(incorporated by reference to Exhibit 10.6 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998)*
10.4 Deferred Compensation Agreement dated July 1, 1994, as last
amended March 4, 1999 (incorporated by reference to Exhibit 10.7
to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998)*
10.5 1991 Employee Stock Option Plan, as last amended March 4, 1999
(incorporated by reference to Exhibit 10.8 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998)*
10.6 1991 Dividend Equivalent Plan, as last amended March 4, 1999
(incorporated by reference to Exhibit 10.9 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998)*
10.7 Supplemental Retirement Benefit Plan dated January 16, 1992, as
last amended March 4, 1999 (incorporated by reference to Exhibit
10.10 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998)*
10.8 Directors' Deferred Compensation Plan, as last amended March 4,
1999 (incorporated by reference to Exhibit 10.11 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1998)*
10.9 Directors Retirement Benefit Policy, as amended April 16, 1998
(incorporated by reference to Exhibit 10.12 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended March
31, 1998)*
10.10 Mosinee Paper Corporation 1985 Executive Stock Option Plan, as
last amended March 4, 1999 (incorporated by reference to Exhibit
10.14 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998)*
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10.11 Mosinee Paper Corporation 1988 Stock Appreciation Rights Plan, as
last amended March 4, 1999 (incorporated by reference to Exhibit
10.15 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998)*
10.12 Mosinee Paper Corporation Supplemental Retirement Benefit
Agreement dated November 15, 1991, as last amended March 4, 1999
(incorporated by reference to Exhibit 10.18 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1998)*
10.13 Mosinee Paper Corporation 1994 Stock Option Plan, as last amended
March 4, 1999 (incorporated by reference to Exhibit 10.13 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001)*
10.14 2001 Incentive Compensation Plan for Executive Officers
(incorporated by reference to Exhibit 10.16 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
2000)*
10.15 2002 Incentive Compensation Plan for Executive Officers
(incorporated by reference to Exhibit 10.15 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
2001)*
10.16 2000 Stock Option Plan (incorporated by reference to Exhibit 10.19
to the Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2001)*
21.1 Subsidiaries (incorporated by reference to Exhibit 21.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998)
*Executive compensation plans or arrangements. All plans are sponsored
or maintained by the Company unless otherwise noted.
(b) Reports on Form 8-K:
FORM 8-K DATED JANUARY 30, 2002. The Company filed a current report on
Form 8-K on January 30, 2002, reporting earnings and net sales
information for the fourth quarter and year ended December 31, 2002
under Item 5 and additional related information under Item 9, Regulation
FD Disclosure.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WAUSAU-MOSINEE PAPER
CORPORATION
June 14, 2002
SCOTT P. DOESCHER
Scott P. Doescher
Senior Vice President-Finance,
Secretary and Treasurer
(On behalf of the Registrant and as
Principal Financial Officer)
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EXHIBIT INDEX
TO
FORM 10-Q/A
OF
WAUSAU-MOSINEE PAPER CORPORATION
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. Section 232.102(d))
The following exhibits are filed as part of this report:
None
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