SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No.___)
Filed by the Registrant X
---
Filed by a Party other than the Registrant ___
Check the appropriate box:
___ Preliminary Proxy Statement
X Definitive Proxy Statement
___
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
MOSINEE PAPER CORPORATION
(Name of Registrant as Specified In Its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
X $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
___ 14a-6(j)(2).
___ $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
___ 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[1]:
(4) Proposed maximum aggregate value of transaction:
[1] Set forth the amount on which the filing fee is
calculated and state how it was determined.
___ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identity 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: _____________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
_______________
To Our Shareholders:
The annual meeting of shareholders of Mosinee Paper
Corporation will be held at the Westwood Conference Room,
Westwood Center, Wausau Insurance Companies, 1800 West Bridge
Street, Wausau, Wisconsin on Thursday, April 20, 1995, at
11:00 a.m., local time, for the following purposes:
1. To elect two Class III directors for terms which will
expire at the annual meeting of shareholders to be held
in 1998;
2. To consider and approve the adoption of the Company's
1994 Executive Stock Option Plan;
3. To consider and adopt a resolution which will amend the
Company's restated articles of incorporation to increase
the number of authorized shares of common stock from
15,000,000 shares to 30,000,000 shares;
4. To consider and adopt a resolution which will amend the
Company's restated articles of incorporation to change
the Company's common stock from shares of $2.50 par
value common stock to shares of common stock without par
value;
5. To approve the appointment of Wipfli Ullrich Bertelson
CPAs as independent auditors for the year ending
December 31, 1995; and
6. To transact such other business as may properly come
before the meeting.
PLEASE PROMPTLY VOTE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY IN THE ENCLOSED ENVELOPE.
DATED: March 17, 1995.
MOSINEE PAPER CORPORATION
Gary P. Peterson
Secretary
____________________________
A RETURN ENVELOPE REQUIRING NO POSTAGE IF MAILED IN THE UNITED
STATES IS ENCLOSED FOR YOUR CONVENIENCE IN SUBMITTING YOUR PROXY.
MOSINEE PAPER CORPORATION MARCH 17, 1995
1244 KRONENWETTER DRIVE
MOSINEE, WISCONSIN 54455
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 20, 1995
SOLICITATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of
Mosinee Paper Corporation (the "Company") for use at the annual
meeting of shareholders to be held on April 20, 1995, and at any
adjournment thereof (the "Annual Meeting") for the purposes set
forth in the foregoing notice.
Officers, directors and employees of the Company may solicit
proxies by telephone, telegraph or in person in addition to
solicitation by mail. None of these persons will receive
additional compensation. Expenses incurred in connection with
the solicitation of proxies, including the reasonable expenses of
brokers, fiduciaries and other nominees in forwarding proxy
material, will be borne by the Company.
VOTING OF PROXIES
Each holder of the Company's common stock is entitled to one
vote in person or by proxy for each share held of record on all
matters to be voted upon at the Annual Meeting. Only shareholders
of record on March 1, 1995 are entitled to notice of and to vote
at the Annual Meeting.
With respect to the election of directors, shareholders
may vote in favor of the nominees specified on the accompanying proxy
card or may withhold their vote. Votes that are withheld will be
excluded entirely from the voting for directors and will have no
effect. The nominees receiving the largest number of votes will
be elected as directors of the Company.
On all matters other than the election of directors,
shareholders may vote in favor of a proposal, against a proposal
or abstain from voting. Abstentions on any matter presented to
the Annual Meeting will be treated as shares that are present and
entitled to vote for purposes of determining whether a quorum is
present, but, except with respect to the proposed amendments to
the Company's restated articles of incorporation, such
abstentions shall be treated as unvoted for purposes of determining
whether the matter has been approved by the shareholders. If the
votes cast in favor of a proposal (other than the election of
directors or amendments to the restated articles of incorporation)
exceed the votes cast against the proposal, the matter will be
approved by the shareholders. See "Amendment of Restated Articles
of Incorporation-Vote Required For Approval of Amendments" regarding
voting requirements for approval of the amendments.
Brokers who hold shares of the Company's common stock in
street name for customers may have discretionary authority to
vote on certain matters when they have not received instructions from
beneficial owners, but may not have authority to vote the shares
on other matters. As to matters for which the broker cannot vote
shares held in street name, the shares will be recorded as a
"broker non-vote." Shares reported as broker non-votes will not
be considered present and entitled to vote with respect to the
matter and will not be counted for purposes of determining
whether a quorum is present.
A shareholder who executes the enclosed proxy may revoke it
at any time before it is voted by giving written notice to the
Secretary of the Company or oral notice to the presiding officer
at the Annual Meeting.
The persons named in the accompanying proxy card, as members
of the Proxy Committee of the Board of Directors, will vote the
shares subject to each proxy. The proxy in the accompanying form
will be voted as specified by each shareholder, but if no
specification is made, each proxy will be voted:
(1) TO ELECT Messrs. San W. Orr, Jr. and Harry R. Baker
to terms of office as Class III directors which will
expire at the annual meeting of shareholders to be
held in 1998 (see "Election of Directors");
(2) TO APPROVE the adoption of the Company's 1994
Executive Stock Option Plan (see "1994 Executive
Stock Option Plan");
(3) TO ADOPT a resolution which will amend the Company's
restated articles of incorporation to increase the
number of authorized shares of common stock from
15,000,000 shares to 30,000,000 shares (see
"Amendment of Restated Articles of Incorporation");
(4) TO ADOPT a resolution which will amend the Company's
restated articles of incorporation to change the
Company's shares of $2.50 par value common stock to
shares of common stock without par value (see
"Amendment of Restated Articles of Incorporation");
(5) TO APPROVE the appointment of Wipfli Ullrich
Bertelson CPAs as the Company's independent auditors
for the Year ending December 31, 1995 (see "Approval
of Independent Auditors"); and
(6) IN THE BEST JUDGMENT of those named as proxies on the
enclosed form of proxy on any other matters to
properly come before the Annual Meeting (see summary
of Company bylaw requirements under "Shareholder
Proposals"), the approval of minutes and matters
incident to the conduct of the Annual Meeting or
adjournment thereof.
ELECTION OF DIRECTORS
The Company's restated articles of incorporation, as
amended, provide that the number of directors shall be determined
by the Board of Directors pursuant to the bylaws, but that there
shall be not less than three nor more than ten directors, divided
into three classes to be as nearly equal in size as possible. Except
in cases of the appointment of a director by the Board to fill a
vacancy resulting from the creation of a new directorship, one
class of directors is to be elected each year to serve a
three-year term. The Board has fixed the number of directors at
six, consisting of two Class I, Class II and Class III directors,
respectively.
Stanley F. Staples, Jr. has reached mandatory retirement age
under the policy adopted by the Board of Directors and will not
be a candidate for reelection at the Annual Meeting. Mr. Staples
has been a member of the Board of Directors since 1968. The Board
has nominated Harry R. Baker to replace Mr. Staples. At the Annual
Meeting, San W. Orr, Jr. will be a candidate for reelection to the
Board of Directors. Each of the nominees has consented to serve if
elected, but in case one or both of the nominees is not a candidate
at the Annual Meeting it is the intention of the Proxy Committee to
vote for such substitute or substitutes as may be designated by the
Board.
The following information is furnished with respect to the
nominees and all other directors:
CLASS
NAME, AGE, AND YEAR
PRINCIPAL OCCUPATION IN WHICH YEAR FIRST
OR EMPLOYMENT AND TERM WILL BECAME A
OTHER AFFILIATIONS EXPIRE DIRECTOR
- ------------------------------------------------------------------
NOMINEES FOR A THREE-YEAR TERM
San W. Orr, Jr., 53, Class III 1972
Chairman of the Board of 1998
the Company; Attorney, Estates
of A. P. Woodson & Family; also
Chairman of the Board and CEO of
Wausau Paper Mills Company and a
director of Marshall & Ilsley
Corporation and MDU Resources
Group, Inc.
Harry R. Baker, 61 Class III -
President and Chief Executive 1998
Officer, Marathon Electric Mfg.
Corp.; formerly, Group Vice
President, Emerson Electric
Company; also a director
of Wausau Paper Mills Company
CONTINUING DIRECTORS
Richard L. Radt, 63, Class I 1988
Vice Chairman of the Board 1996
of the Company; previously,
President and Chief Executive
Officer of the Company
Walter Alexander, 60, Class I 1987
President of Alexander 1996
Lumber Co.; also a director
of Old Second Bancorp, Inc.
Richard G. Jacobus, 65, Class II 1985
President and Chief Executive 1997
Officer, Johnson International,
Inc.
Daniel R. Olvey, 46, Class II 1993
President and Chief Executive 1997
Officer of the Company since
August, 1993; Mr. Olvey has served
in several executive capacities of
increasing responsibility with the
Company since 1991; previously,
Vice President, Secretary and
Treasurer of Wausau Paper Mills
Company (1985-1991)
COMMITTEES AND COMPENSATION OF BOARD OF DIRECTORS
COMMITTEES AND MEETINGS
The Board of Directors annually establishes Audit,
Nominating and Executive Compensation & Bonus Committees.
During 1994, Messrs. Staples, Jacobus and Alexander served
as members of the Audit Committee. The Audit Committee held two
meetings during 1994 to review the audit of the previous fiscal
year, the scope of the current year's audit engagement, the range
of audit fees and the nature of consulting fees.
The Nominating Committee consists of Messrs. Orr, Staples
and Alexander. The Nominating Committee met once in 1994 to consider
and recommend to the Board of Directors nominees for election as
directors. Inquiries concerning nominations with pertinent
background information should be directed to the Chairman of the
Nominating Committee in care of the Company. Pursuant to the
Company's bylaws, shareholders entitled to vote at the annual
meeting of shareholders to be held in 1996 may make nominations
from the floor only if proper notice of the proposed nomination
has been provided to the Secretary of the Company not earlier
than January 21, 1996 and not later than February 20, 1996. The
precise requirements, including the information required to be
provided in the notice and the procedures for notice in the event
the date of the annual meeting is changed, are set forth in the
Company's bylaws which may be obtained from the Secretary of the
Company.
Messrs. Orr, Jacobus and Staples served as members of the
Executive Compensation & Bonus Committee during 1994. The
Committee met four times during 1994 to review and establish
executive compensation. The Committee is responsible for the
establishment and implementation of executive bonus programs,
including the granting of stock options under the 1985 stock
option plan. See subcaption "Committees' Report on Executive
Compensation Policies," page 13.
During 1994, the Board of Directors met seven times,
including its annual organizational meeting. All of the
directors of the Company attended at least 75% of the aggregate
number of meetings of the Board and meetings of committees of the
Board on which they served.
DIRECTOR COMPENSATION
Directors received a base annual fee of $12,000 and $1,000
for each meeting of the Board attended in 1994. No additional
compensation is paid to directors for service on committees.
Directors are reimbursed for normal and customary travel expenses
relating to meetings of the Board of Directors and Company
business.
Under the Company's Deferred Compensation Plan for
Directors, directors may elect each year to defer fees otherwise
payable in cash during the year. Amounts deferred become payable
in a lump sum after the director's termination of service as a
director or, if the director elects with the approval of the Company,
in quarterly installments over a period not in excess of 10 years.
Payments are made in a lump sum in the event a director's service
terminates as the result of a change of control of the Company,
as defined by the plan. During the period of deferral, a director
may elect that the deferred fees be credited with interest at the
prime rate in effect as of each calendar quarter at The Chase
Manhattan Bank of New York or that the deferred fees be converted
into stock equivalent units. If stock equivalent units are
elected, the director's account under the plan is credited with
(1) common stock equivalent units which are determined by
dividing the amount deferred by the fair market value of the Company's
common stock on the date of deferral and (2) common stock
equivalent units representing the fair market value of additional
common stock equal in amount to the cash dividends which would
have been paid on previously accumulated stock equivalent units
had they been actual shares of common stock. Upon distribution,
stock units are converted to cash based upon the fair market
value of the Company's common stock at the time of distribution.
During 1994, all directors other than Mr. Radt deferred the directors'
fees otherwise payable to them.
The Company maintains a supplemental retirement benefit plan
under which Mr. Orr is entitled to receive a monthly retirement
benefit in an amount equal to 50% of his highest five-year
average monthly compensation beginning on the last to occur of his
termination of employment or attainment of age 60. Upon Mr.
Orr's death, his surviving spouse will be entitled to receive 50%
of the monthly benefit otherwise payable to Mr. Orr. The plan is
unfunded and provides for the accelerated payment of the present
value of benefits in a lump sum in the event of a change of
control of the Company, as defined in the plan.
BENEFICIAL OWNERSHIP OF COMMON STOCK
As of the close of business on March 1, 1995, the record
date, the Company had 7,220,443 shares of common stock
outstanding (including 72,000 shares subject to options
exercisable within 60 days).
The following table sets forth, based on statements filed
with the Securities and Exchange Commission, the amount of common
stock of the Company which is known by the Company to be
beneficially owned as of December 31, 1994 by each person then
known to the Company to be the beneficial owner of more than 5%
of the outstanding shares of the Company's common stock.
Common Stock Percent
Name and Address Beneficially Owned of Class
- -----------------------------------------------------------------
Wilmington Trust Company 723,828(1) 10.02%
Rodney Square North
1100 N. Market Street
Wilmington, DE 19890-0001
David L. Babson & Co., Inc. 532,600 7.45%
One Memorial Drive
Cambridge, MA 02142-1300
<FN>
(1) Includes 721,131 shares, representing 9.99% of the
Company's common stock, which are held in several trusts
for the benefit of the descendants of A.P. Woodson and
family.
The following table sets forth, based on statements filed
with the Securities and Exchange Commission or otherwise made to
the Company, the amount of common stock of the Company which is
beneficially owned as of the record date by each of the directors,
each nominee for election as a director at the Annual Meeting and
each of the executive officers of the Company named in the summary
compensation table on page 9 and all directors and executive
officers as a group.
Shares of
Common Stock
Name Beneficially Owned Percent of Class
- ------------------------------------------------------------------
Walter Alexander 5,000 *
Richard G. Jacobus 5,000 *
San W. Orr, Jr. 140,620dagger(1) 1.95%
Richard L. Radt 3,100dagger *
Stanley F. Staples, Jr. 153,407(2) 2.12%
Harry R. Baker 1,000 *
Daniel R. Olvey 43,000(3) *
Gary P. Peterson 15,200(4) *
Stuart R. Carlson 15,150dagger(4) *
All directors and
executive officers
as a group (8 persons) 380,377dagger(1)(2)(5) 5.27%
<FN>
* Less than 1%
dagger Includes shares held by spouse and/or children.
(1) Includes 111,028 shares which are held in several trusts
for the benefit of the descendants of A.P. Woodson and
family of which Mr. Orr is a co-trustee with shared
voting and investment power.
(2) Includes 15,712 shares held by a trust of which
Mr. Staples is a co-trustee with shared voting and
investment power and 132,946 shares held by two
charitable foundations both of which Mr. Staples serves
as an office and a director. Mr. Staples is not a
candidate for re-election as a director.
(3) Includes 42,000 shares subject to options exercisable
within 60 days.
(4) Includes 15,000 shares subject to options exercisable
within 60 days.
(5) Includes 72,000 shares subject to options described in
footnotes (3) and (4).
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors and officers and persons who own more
than 10% of the Company's common stock ("reporting persons") to file
reports of ownership and changes in ownership with the Securities
and Exchange Commission (the "SEC") and the Nasdaq National
Market System. Reporting persons are also required by SEC regulations
to furnish the Company with copies of all section 16(a) forms filed
by them with the SEC.
Based solely on its review of the copies of the section
16(a) forms received by it or upon written representations from certain
of these reporting persons in lieu of such forms as to compliance
with the section 16(a) regulations, the Company is of the opinion
that during the 1994 fiscal year, all filing requirements
applicable under section 16 to the reporting persons were
satisfied.
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The table below sets forth compensation awarded, earned or
paid by the Company and its subsidiaries for services in all
capacities during each of the three years ended December 31,
1994, 1993 and 1992, to each person who served as the Company's
Chief Executive Officer ("CEO") during the 1994 fiscal year and
each executive officer of the Company, other than the CEO, as of
December 31, 1994, whose total annual salary and bonus
compensation for the most recent fiscal year exceeded $100,000.
Summary Compensation Table
Long-Term
Annual Compensation Compensa-
tion Awards
- ----------------------------------------------------------------------------------------
Other Securities
Name and Annual Underlying All Other
Principal Compen- Options/ Compen-
Position Year Salary(1) Bonus sation SARs(#) sation(2)
- ----------------------------------------------------------------------------------------
Richard L. Radt; 1994 $157,200 $ 0 $0 0 $30,800(3)
Vice Chairman 1993 $222,304 $51,101 $0 0 $24,052(3)
1992 $282,619 $ 0 $0 0 $16,822(3)
Daniel R. Olvey; 1994 $229,689 $52,574 $0 12,500(4) $30,800(3)
President and 1993 $177,185 $79,678 $0 37,500(4) $16,052(3)
CEO 1992 $139,012 $30,908 $0 25,000(5) $ 2,206
Gary P. Peterson; 1994 $142,730 $55,152 $0 0 $10,800
Senior Vice 1993 $128,041 $69,012 $0 15,000(4) $11,863
President, Finance, 1992 $117,684 $50,017 $0 0 $ 2,185
Secretary and
Treasurer
Stuart R. Carlson; 1994 $139,975 $49,571 $0 0 $10,800
Senior Vice 1993 $118,407 $64,174 $0 15,000(4) $10,093
President, 1992 $107,182 $19,807 $0 0 $ 2,210
Administration
<FN>
(1) Includes compensation deferred by participants under the Mosinee Thrift Plan.
See note (2).
(2) Includes Company contributions under the Mosinee Thrift Plan, a 401(k) plan
under which matching contributions are made by the Company according to a fixed
formula and, in part, based on the Company's profits in excess of certain
stated minimum amounts. Thrift Plan contributions made by the Company vest
over a seven-year period. Contributions made in 1994, 1993 and 1992, on behalf
of the individuals named in the summary compensation table were as follows:
Name 1994 1993 1992*
---- ---- ---- -----
Mr. Radt $10,800 $12,052 $3,899
Mr. Olvey $10,800 $12,052 $3,083
Mr. Peterson $10,800 $11,863 $2,388
Mr. Carlson $10,800 $10,093 $2,304
*Amounts indicated have been revised to reflect post-1992 year-end adjustments.
Previously reported amounts were, respectively, $3,822, $2,206, $2,185 and
$2,210.
(3) Includes directors' fees, some of which were deferred under the Deferred
Compensation Plan for Directors described under the caption "Committees and
Compensation of the Board of Directors," in the following amounts: Mr. Radt:
1994, $20,000; 1993, $12,000; 1992, $13,000; Mr. Olvey: 1994, $20,000; 1993,
$4,000.
(4) Stock options; options with respect to 8,000 shares granted to Mr. Olvey in
1994 are subject to shareholder approval of 1994 plan (see "1994 Executive Stock
Option Plan").
(5) Stock appreciation rights
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
The Company maintains stock option plans and a stock
appreciation rights plan. The following table presents certain
information with respect to grants of stock options during fiscal
1994 to executive officers named in the summary compensation
table. No stock appreciation rights were granted in 1994 to
executive officers.
Option/SAR Grants in Last Fiscal Year
Alternative
Individual Grants Grant Date
Value
- ------------------------------------------------------------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or Grant Date
Options/SARs Employees in Base Price Expiration Present
Name Granted (#) Fiscal Year ($/Sh)(1) Date Value$(2)
- ------------------------------------------------------------------------------------
Mr. Olvey 4,500* 36% $35.00 09/15/14 $53,100
8,000* 64% $35.00 10/20/14 $73,680
<FN>
*Options; options with respect to 8,000 shares are subject
to shareholder approval of 1994 plan (see "1994 Executive
Stock Option Plan").
(1) Exercise prices were above the underlying common stock's
fair market value (closing price) of $32.125 and $28.25
on the respective grant dates of September 15 and October 20,
1994.
(2) Determined pursuant to Black-Scholes option pricing
model. The estimated grant date present value reflected
in the above table is determined using the
Black-Scholes model. The material assumptions and
adjustments incorporated into the Black-Scholes model
in estimating the value of the options reflected in the
above table include: (a) exercise prices on the options
granted were greater than the values ($32.125 and $28.25,
respectively) of the underlying stock on the September 15
and October 20, 1994 dates of grant, (b) an option term
of 20 years, (c) interest rates of 7.46% and 7.74%,
respectively, that represent the interest rates on long-
term U.S. Treasury securities as of each date, (d) volatility
of 37.7% and 37.1%, respectively, calculated using daily
stock prices for the one-year period prior to the respective
grant dates, (e) dividends at the rate of $.36 per share
representing the annualized dividends paid with respect to
a share of common stock at the date of grant, and (f)
reductions of approximately 5% to reflect the probability
of forfeiture due to termination prior to vesting and
approximately 40% to reflect the probability of a
shortened option term due to termination of employment
prior to the option expiration date. The actual value,
if any, an optionee will realize upon exercise of an
option will depend on the excess of the market value of
the Company's common stock over the exercise price
on the date the option is exercised. There is no
assurance that the market price of the common stock will
increase as assumed for purposes of this pricing model
and no projections as to the actual future value of the
Company's common stock are intended or made. See
subcaption "Stock Based Compensation" on page 15.
The following table sets forth information regarding the
exercise of stock options or stock appreciation rights ("SARs")
in fiscal 1994 by each of the executive officers named in the
summary compensation table and the December 31, 1994 value of
unexercised stock options or SARs held by such officers.
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
- ------------------------------------------------------------------------------------------
Number of Shares
Underlying Value of Unexercised In-the-
Shares Unexercised Options/SARs Money Options/SARs at FY-
Acquired on Value at FY-End(#) End($)(2)
Exercise Realized
Name (#)(1) ($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------------------------------------------------------------------------------
Mr. Radt N/A N/A 137,000dagger 0 $2,321,684dagger N/A
Mr. Olvey N/A N/A 12,500* 4,500*(3) $ 0(4) $ 0(4)*
12,500* 8,000*(5) $ 0(4) $ 0(4)*
12,500* $ 0(4)
25,000dagger $ 34,204dagger
10,000dagger $ 11,043dagger
15,000dagger $ 111,500dagger
Mr. Peterson N/A N/A 5,000* 0 $ 0(4) N/A
5,000* $ 0(4)
5,000* $ 0(4)
15,000dagger $ 15,414dagger
Mr. Carlson N/A N/A 5,000* 0 $ 0(4) $ N/A
5,000* $ 0(4)
5,000* $ 0(4)
15,000dagger $ 17,782dagger
<FN>
* Options.
dagger SARs exercisable only for cash.
(1) Not applicable; no options or SARs were exercised in 1994.
(2) Includes the value of hypothetical shares credited to
grantee under provisions of SARs which assume cash dividends
are paid on underlying shares and invested in
Company common stock; based on $25.50 value at December
31, 1994.
(3) Options which became exercisable on March 15, 1995.
(4) Exercise price exceeded fair market value of stock at
December 31, 1994.
(5) Options subject to shareholder approval of 1994 plan
(see "1994 Executive Stock Option Plan").
PENSION PLAN BENEFITS
MOSINEE RETIREMENT PLAN
-----------------------
The following table reflects illustrative estimated single
life normal retirement benefits payable at age 65 by the
Retirement Plan on an annual basis to participants in selected
remuneration and years of service classifications. In estimating
the annual benefit, it is assumed that covered compensation for
years after 1994 will continue at the same rate as 1994. The
benefit amounts listed in the table are based on five-year average
cash compensation paid to a participant and are not subject to any
deduction for Social Security benefits or other offset amounts.
Benefits are limited by Internal Revenue Service rules which
specify the maximum compensation which can be used to determine
benefits. At December 31, 1994, the credited years of service and
the approximate average remuneration covered by the Retirement
Plan for the persons named in the summary compensation table were:
Messrs. Radt, 7 years, $235,840; Olvey, 5 years, $177,000;
Peterson, 3 years, $171,000; and Carlson, 4 years, $138,000.
Final Average Years of Service
Earnings 15 20 25 30*
-------------------------------------------------------------
$125,000..........$18,450 $24,600 $30,750 $36,900
$150,000..........$22,200 $29,600 $37,000 $44,400
$175,000..........$25,950 $34,600 $43,250 $51,900
$200,000..........$29,700 $39,600 $49,500 $59,400
$225,000..........$33,450 $44,600 $55,700 $66,900
$250,000..........$37,200 $49,600 $62,000 $74,400
$275,000..........$40,950 $54,600 $68,250 $81,900
$300,000..........$44,700 $59,600 $74,500 $89,400
<FN>
*Maximum number of years credited for benefit accrual
purposes.
SUPPLEMENTAL RETIREMENT PLANS
-----------------------------
The Company maintains a supplemental retirement plan for
certain executive officers (defined as the President and Vice
Presidents) and certain officers of the Company's subsidiaries and
divisions. The plan provides that each covered executive officer
who attains age 55 and completes 10 years of service as an
executive officer of the Company is entitled to receive 50% of his
highest five-year average salary and bonus reduced by any benefits
under the Retirement Plan. Benefits are reduced 5% per year for
retirement prior to age 62. The plan also provides for benefits
to the surviving spouse of an executive officer in an amount equal
to 50% of the benefit which would have been payable to the
executive officer and for certain reduced surviving spouse
benefits if the executive officer dies or becomes disabled prior
to attaining age 55 and completing 10 years of service. Accrued
benefits will be paid in a lump sum in the event of a change of
control of the Company, as defined in the plan. Based on average
compensation as of December 31, 1994, the following annual
benefits would be payable from the plan upon retirement at age 62:
Messrs. Olvey, $74,052; Peterson, $52,284; and Carlson, $55,236.
As of December 31, 1994, no current executive officer of the
Company had acquired a vested right to a retirement benefit.
The Company maintains a Supplemental Retirement Benefit
Agreement under which Mr. Radt is entitled to receive a lump sum
supplemental retirement benefit plus interest credited at a rate,
adjusted quarterly, equal to the prime rate as published in The
Wall Street Journal. As of December 31, 1994, the accrued value
of this benefit, including interest, was $158,852. The
supplemental benefit is payable on Mr. Radt's termination of
employment and will continue to be credited with interest until
the date of payment. In the event of Mr. Radt's death prior to
payment of the supplemental benefit, the supplemental benefit will
be paid to Mr. Radt's beneficiary.
COMMITTEES' REPORT ON EXECUTIVE COMPENSATION POLICIES
Compensation policies are established by the Executive
Compensation & Bonus Committee of the Board of Directors (the
"Compensation Committee") which establishes and reviews base
salaries of executive officers other than the Chairman of the
Board and is also responsible for the establishment and
implementation of executive bonus and incentive programs. The
salary of Mr. Orr, the Chairman of the Board of the Company, is
approved by the Board of Directors as a whole.
The Company's compensation program for executive officers may
include various grants under the Company's stock option and stock
appreciation rights ("SAR") plans. The Company's SAR plan is
administered by a separate committee appointed by the Board of
Directors. The 1985 stock option plan is administered by the
Compensation Committee. The 1994 stock option plan (proposed for
adoption by the shareholders, see "1994 Executive Stock Option
Plan") is administered by a separate committee appointed by the
Board of Directors. The SAR plan committee generally considers
recommendations of the Compensation Committee with respect to
grants, but each committee has full discretion and control over
whether a grant will be made and the amount and terms of any such
grant. Insofar as this report includes a description of the
compensation policies relating to the SAR plan, this report is a
joint report of the Compensation Committee, the SAR plan committee
and the 1994 stock option plan committee.
This report describes the policies of the committees and the
Company as in effect in 1994. As circumstances change and one or
more of the committees deem it appropriate, policies in effect
from time to time for years after 1994 may change.
GENERAL
-------
The Company's executive compensation policies are designed to
attract and retain individuals who have experience in the paper
industry or who otherwise have particular training or skills which
will satisfy particular requirements of the Company. These
policies are also intended to reward job performance which the
Compensation Committee believes to be at or above the level
expected of the Company's executive officers. The total
compensation paid to executive officers and the retirement and
other fringe benefits provided by the Company are designed to
offer a level of compensation which is competitive with other
paper companies or, in some cases, the operating units of larger
paper companies which are comparable to the Company. Some, but
not all, of the comparable companies used for purposes of
compensation comparisons are included in the forty companies which
comprise the Media General MG Industry Group 381 index of paper
company stock performance under the heading "Stock Price
Performance Graph." In making compensation comparisons, the
Committee uses only those companies whose operations are similar
to the Company or, in some cases, have operating units similar to
the Company. Given the disparity in size between companies which
operate in the paper industry and the difficulty in determining
the precise duties of executive officers of other companies, it is
difficult to draw exact comparisons with the compensation policies
of other companies and the determination of appropriate
compensation levels by the Compensation Committee is, therefore,
subjective.
The Company's overall compensation policy is designed so that
a significant portion of each executive officer's compensation
package is directly tied to the performance of the Company through
a combination of annual incentive bonuses which are based on the
Company's financial performance during each fiscal year and stock
based incentive programs which reflect the performance of the
Company's common stock. The value of the stock based incentive
awards to executive officers increases or decreases in value as
the price of the Company's common stock increases or decreases in
the Nasdaq National Market System.
The Company may not deduct compensation paid to the CEO and
each of the four most highly paid executive officers named in the
summary compensation table who are officers on the last day of the
year to the extent the compensation paid to the individual officer
exceeds $1 million annually. This limitation is subject to certain
exceptions for compensation paid pursuant to performance based
plans and amounts received through the exercise of stock options
and SARs provided certain requirements are met. Amounts
receivable by Company officers under stock options or SARs granted
before February 18, 1993 are not subject to this limit. The
Company does not expect any compensation paid in 1995 will exceed
the deductible limit. The Committee is reviewing this limit and
is determining what changes, if any, will be made in the Company's
compensation policies.
BASE SALARIES AND BENEFITS
--------------------------
The Compensation Committee considers a general survey of
paper industry compensation prepared by an independent
compensation and benefit consultant to assist it in determining an
appropriate and comparable level of base salary and benefits for
executive officers. Annual increases in base salary are
determined by the overall objective of maintaining competitive
salary levels, more general factors such as the rate of inflation
and individual job performance. Individual job performance,
including satisfaction of individual performance objectives and
goals and the accomplishment of specified programs in appropriate
cases, is the most important factor considered by the Compensation
Committee in determining appropriate increases in base salary.
In the case of executive officers other than the CEO, the
assessment of an individual's job performance is based on annual
performance evaluations conducted by the CEO. The CEO's base
salary is determined by the Compensation Committee on the same
basis as that of the Company's other executive officers, except
that it is the Compensation Committee which may annually establish
performance criteria for the CEO and review his performance.
INCENTIVE COMPENSATION BASED ON FINANCIAL PERFORMANCE OF THE
------------------------------------------------------------
COMPANY AND INDIVIDUAL PERFORMANCE
----------------------------------
The Company maintains incentive plans for executive officers
which provide for the payment of annual cash bonuses to
participants if annual Company financial and, in some cases,
individual performance objectives are met. The Compensation
Committee, in its sole discretion, annually establishes
performance levels for the plans and may throughout the year
review and adjust the performance standards and the maximum cash
bonuses (as a percentage of base salary) to be paid.
During 1994, Mr. Olvey participated in an incentive
compensation plan which provided for a bonus equal to 1% of Mr.
Olvey's base salary for each $.01 of earnings in excess of $1.50,
but not in excess of $2.50, per share. Mr. Peterson and Mr.
Carlson participated in similar plans which provided for a bonus
equal to .75% and .55%, respectively, of their base salary for
each $.01 of earnings in excess of $1.50, but not in excess of
$2.50, per share. Earnings per share were adjusted for accruals
on SARs, bonus expense and extraordinary items. Mr. Peterson and
Mr. Carlson also participated in plans which provided for a
maximum bonus of 25% of base salary upon satisfaction of
individual performance objectives established at the beginning of
the year by the President and CEO and Mr. Carlson participated in
an incentive compensation plan based on the operating profit of
the Converted Products Division which provided for a maximum
bonus of 20% of Mr. Carlson's base salary.
STOCK BASED COMPENSATION
------------------------
Executive officers participate in the Company's stock option
and SAR plans at various levels. The committees which administer
the plan may impose conditions or restrictions as to exercise or
vesting of grants under the respective plans. None of the
committees have established formal criteria by which the size of
plan grants are determined, but each committee considers the
amount and terms of each grant already held by an executive
officer in determining the size and amount of any new grant.
The value of stock option and SAR grants are principally
related to the long-term performance of the Company's common stock
and therefore provide an identity of interests between the
Company's executive officers and its shareholders. However,
grantees of SARs benefit from the increase in value of the
underlying common stock and from the value of the hypothetical
cash dividends which would be paid with respect to a share of
stock. The value of such hypothetical dividends is determined as
if underlying shares subject to the SAR paid dividends in the same
amount as actual common stock and that such hypothetical cash
dividends are reinvested in shares of hypothetical stock on each
dividend payment date (and further assume that dividends are paid
and reinvested on the hypothetical stock in the same manner).
Therefore, executive officers who exercise SARs will benefit from
such grants regardless of an increase in the price of the
Company's common stock, but such value will be enhanced by
increases in the price of the Company's common stock and will be
of maximum value to the executive officer only if such increase in
the price of the common stock occurs. It is the intention of the
Company that the hypothetical dividend features of the SARs will
place the executive officers in the same position as shareholders
of the Company, thereby enhancing the officer's long-term
incentive and increasing his identity with the shareholders.
Options and SARs can be, but are not necessarily, granted on an
annual basis. See tables on pages 10 and 11.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
-----------------------------------------------------------
Mr. Orr is Chairman of the Compensation Committee and, as
Chairman of the Board of the Company, he is considered an employee
of the Company. See "Committees and Compensation of the Board of
Directors."
Executive Compensation 1988 SAR and 1994 Executive Stock
& Bonus Committee Option Committees
---------------------- ---------------------------------
San W. Orr, Jr. Richard G. Jacobus
Richard G. Jacobus Stanley F. Staples, Jr.
Stanley F. Staples, Jr. Walter Alexander
STOCK PRICE PERFORMANCE GRAPH
The following graph and table compare the yearly percentage
change in the cumulative total shareholder return on the Company's
common stock for the five year period beginning December 31, 1989
with two indices published by Media General Financial Services.
The Media General Nasdaq Market Index indicates the performance of
all stocks which have been traded on the Nasdaq National Market
System during the entire five year period. The Media General MG
Industry Group 381-Paper Products Index indicates the performance
of forty companies in the paper products industry. The graph and
table assume that the value of the investment in the Company's
common stock and each index on December 31, 1989 was $100 and that
all dividends were reinvested.
[PERFORMANCE GRAPH FILED UNDER COVER OF FORM SE]
Value of Hypothetical Investment
December 31,
- -----------------------------------------------------------------------------------------
1989 1990 1991 1992 1993 1994
- -----------------------------------------------------------------------------------------
Mosinee Paper Corporation $100.00 $120.31 $168.33 $142.69 $176.13 $156.41
MG Paper Industry Group 381 Index $100.00 $ 91.29 $114.87 $120.86 $126.27 $141.10
MG Nasdaq Market Index $100.00 $ 81.12 $104.14 $105.16 $126.14 $132.44
1994 EXECUTIVE STOCK OPTION PLAN
The following discussion is qualified in its entirety by
reference to the text of the 1994 Executive Stock Option Plan.
ADOPTION AND PURPOSE
On October 20, 1994, the Board of Directors adopted the
Mosinee Paper Corporation 1994 Executive Stock Option Plan (the
"1994 Plan"). The purpose of the 1994 Plan is to attract and
retain key executive employees through the granting of options to
purchase common stock of the Company. The options are intended to
furnish additional inducements to participating employees to
continue with the Company and increase their efforts to promote
the best interests of the Company and its shareholders.
ELIGIBILITY AND ADMINISTRATION
Approximately twenty employees who are employed in
management, administrative or professional capacities are eligible
to participate in the 1994 Plan. Certain employees of the Company
who are eligible to participate in the 1994 Plan also participate
in one or more of the Company's incentive, retirement, SAR and
other compensatory plans. See pages 8 through 16.
The 1994 Plan is administered by the 1994 Plan Committee
which is appointed by the Board of Directors. The Committee
consists of not less than three members of the Board, none of whom
was granted or awarded equity securities (including SARs or
options) of the Company pursuant to any plan of the Company during
the one year period prior to their appointment except for certain
types of formula based plans, none of which is currently
maintained by the Company. Messrs. Staples, Jacobus and Alexander
currently serve on the Committee. The Committee is authorized, in
its sole discretion, to select those eligible employees who will
receive stock option grants, determine the number of shares
covered by such grants, impose conditions on the exercise of
options, and administer and interpret the plan.
SHARES SUBJECT TO OPTIONS
The maximum number of shares of the Company's common stock
with respect to which options may be granted under the 1994 Plan
shall not exceed 100,000 shares (subject to adjustment for future
stock splits, stock dividends or other similar increases in the
number of shares of the Company). No employee may be granted
options with respect to more than 50,000 shares of common stock
(subject to adjustment for future stock splits, stock dividends or
other similar increases in the number of shares of the Company) in
any calendar year.
OPTIONS GENERALLY
Options granted under the 1994 Plan may be either qualified
incentive stock options ("ISOs") under section 422 of the Internal
Revenue Code (the "Code") or options which do not satisfy the
requirements of the Code for ISOs ("non-qualified options").
All options must be granted at an option price which is not
less than the fair market value of the common stock on the date
the option is granted. As of February 14, 1995, the aggregate
fair market value of the shares covered by the 1994 Plan, as
determined by the closing price of the common stock on the Nasdaq
National Market System, was $2,612,500.
No option can be exercised before a date which is six months
after the later of the date on which the 1994 Plan is approved by
the shareholders or the date of its grant. The 1994 Plan will
terminate on October 19, 2004 unless action is taken by the Board
of Directors to terminate the plan at an earlier date.
No consideration is received by the Company for the granting
of an option. Upon exercise, the Company will receive
consideration equal to the exercise price in the form of cash or,
with the consent of the Committee, tendering common stock having a
fair market value equal to the exercise price, or delivering a
broker's promise to promptly pay the Company an amount equal to
the exercise price.
ISOS
All ISOs granted under the 1994 Plan must be exercised within
ten years of their date of grant. No option will qualify as an
ISO to the extent the aggregate fair market value of the shares
for which the option is exercisable for the first time during a
calendar year exceeds $100,000 (or such other limit which may be
imposed under the Code).
In the opinion of counsel for the Company, no optionee will
recognize any income at the time an ISO is granted. If no
disposition of the underlying shares is made within two years of
the date of grant of the ISO and within one year of the date of
exercise (the "minimum holding periods"), any gain on the
difference between the exercise price and the disposition price
will be treated as long-term capital gain. If disposition occurs
prior to the expiration of the minimum holding periods, the
optionee will recognize ordinary income on the lesser of (1) the
difference between the exercise price and the fair market value of
the shares on the date of exercise or (2) the difference between
the exercise price and the disposition price. The Company
receives no income tax deduction with respect to the granting or
exercise of an ISO to or by an optionee if the shares are held for
the minimum holding periods. If the shares are disposed of prior
to the expiration of the minimum holding periods, the amount
realized by the optionee as ordinary income will be deductible by
the Company in the year of disposition of the common stock by the
optionee.
NON-QUALIFIED OPTIONS
Non-qualified options must be exercised within twenty years
of their date of grant. In the opinion of counsel for the
Company, non-qualified options granted and exercised pursuant to
the 1994 Plan will result in the optionee recognizing ordinary
income in an amount in excess of the fair market value of the
shares on the date of exercise over the option price. Upon
exercise of a non-qualified option by an optionee, the Company is
entitled to a deduction equal to the amount of the ordinary income
realized by the optionee.
NEW PLAN BENEFITS
As of the date of this proxy statement, options with respect
to 8,000 shares at an option price of $35.00 per share have been
granted to Mr. Olvey under the 1994 Plan. The grant of options to
Mr. Olvey is subject to shareholder approval of the 1994 Plan. No
other options have been granted under the plan as of the date
hereof.
VOTE REQUIRED FOR APPROVAL OF THE 1994 PLAN
The 1994 Plan was adopted by the Board of Directors subject
to the approval of the shareholders of the Company. In addition,
shareholder approval is required in order to receive treatment as
a plan which grants ISO's under the Code and to be eligible for
exemptions under certain reporting and short-swing profit rules
otherwise imposed on certain plan participants under section 16 of
the Securities and Exchange Act of 1934, as amended. Shareholder
approval of the 1994 Plan requires that a majority of the shares
of common stock represented and voted at the Annual Meeting be
voted for the approval of the Plan. Abstentions and broker
non-votes are not counted as votes cast either for or against the
adoption of the plan.
All shareholders are requested to specify their vote on the
enclosed form of proxy. If no specification is made, the proxy
will be voted for approval of the 1994 Plan. Copies of the 1994
Plan may be obtained upon request to the secretary of the
Company.
FOR THE REASONS SET FORTH ABOVE, THE BOARD OF DIRECTORS
RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE APPROVAL OF THE
1994 PLAN.
AMENDMENT OF RESTATED ARTICLES OF INCORPORATION
PROPOSED AMENDMENTS
The Board of Directors has recommended that the shareholders
adopt resolutions that will amend the Company's restated articles
of incorporation to (1) increase the number of authorized shares
of common stock from 15,000,000 shares to 30,000,000 shares and
(2) change the authorized shares of common stock to shares without
par value. Under the Company's current restated articles of
incorporation, the common stock has a par value of $2.50 per
share. As of the record date for the Annual Meeting, there were
10,393,823 shares of common stock issued and 7,148,443 shares of
common stock outstanding. The text of the shareholders'
resolutions recommended by the Board of Directors are set forth
as Exhibits A and B to this proxy statement.
REASONS FOR AMENDMENTS
The Board of Directors believes that an increase in the
number of authorized shares of common stock is necessary to
provide a sufficient number of shares for future stock splits or
stock dividends, the issuance of stock in connection with employee
stock option and other employee benefit plans that may be adopted
in the future and for other general corporate purposes. The Board
has no present intention to issue any additional common stock
pursuant to any plan which is not now in effect or proposed for
adoption by the shareholders nor are there any other commitments
for the issuance of additional common stock at this time.
The Company's common stock was originally denominated on a
par value basis when the Company was incorporated on March 8, 1910
in accordance with then prevailing legal requirements. Since the
Company's date of incorporation, the denominated par value of the
Company's common stock has been reduced on several occasions to
accommodate stock splits. The modern concept of shares without
par value was introduced after the Company's incorporation and has
now become well established and generally accepted. In accordance
with generally accepted accounting principles, transfers from
retained earnings to the stated capital accounts of companies with
par value stock are still made upon the declaration of a stock
split, but the amendment of the Wisconsin Business Corporation Law
in 1991, for example, otherwise essentially eliminated the
application of par value concepts for Wisconsin corporations. In
the opinion of the Board of Directors, there is no legal, tax or
financial reason to maintain a par value for the Company's common
stock or preferred stock. The continued use of a nominal par
value for the common stock may well be confusing to shareholders
and limit the ability of the Company to split its common stock
into larger numbers of issued shares for legitimate corporate
purposes such as stock splits. The Board of Directors does not
believe there will be any material adverse effects on the
shareholders of the Company in converting from par value to no
par stock.
STOCK CERTIFICATES
No action will be required to be taken by shareholders upon
adoption of either of the proposed amendments. THE CERTIFICATES
REPRESENTING THE SHARES OF COMMON STOCK PRIOR TO THE TIME THE
AMENDMENT TO THE COMPANY'S RESTATED ARTICLES OF INCORPORATION TO
CONVERT THE COMMON STOCK TO SHARES WITHOUT PAR VALUE BECOMES
EFFECTIVE WILL CONTINUE TO REPRESENT THE SAME NUMBER OF SHARES OF
COMMON STOCK AS BEFORE THE AMENDMENT, BUT WILL THEREAFTER
REPRESENT SHARES WITHOUT PAR VALUE. DO NOT DESTROY YOUR CURRENT
COMMON STOCK CERTIFICATES AND DO NOT MAIL OR DELIVER THEM TO THE
COMPANY OR ITS TRANSFER AGENT. YOUR CURRENT CERTIFICATES WILL
REPRESENT YOUR SHARES WITHOUT PAR VALUE AFTER THE AMENDMENT SET
FORTH AS EXHIBIT B BECOMES EFFECTIVE.
VOTE REQUIRED FOR APPROVAL OF AMENDMENTS
All shareholders are requested to specify their votes on the
enclosed form of proxy. If no specification is made, the proxy
will be voted for adoption of the resolutions set forth as
Exhibits A and B. Adoption of each of the resolutions requires
the approval of two-thirds of the shares of common stock of the
Company issued and outstanding on the record date for the Annual
Meeting. Abstentions and broker non-votes will therefor be
counted as votes cast against the adoption of the proposed
resolutions. The adoption of either resolution is not contingent
on the adoption of the other.
If either or both of the resolutions set forth as Exhibits A
and B are adopted at the Annual Meeting, it is the Company's
intention to file the appropriate amendments to the restated
articles of incorporation with the Secretary of State of Wisconsin
as promptly as practicable in order to make the amendments to the
restated articles of incorporation effective. Upon the filing of
the amendments, all shareholders of the Company will be bound by
the amendments whether or not they have voted to adopt the resolution.
FOR THE REASONS SET FORTH ABOVE, THE BOARD OF DIRECTORS
RECOMMEND THAT THE SHAREHOLDERS VOTE TO ADOPT THE RESOLUTIONS SET
FORTH AS EXHIBITS A AND B IN ORDER TO INCREASE THE AUTHORIZED
SHARES OF COMMON STOCK OF THE COMPANY AND TO CHANGE THE COMMON
STOCK OF THE COMPANY TO SHARES WITHOUT PAR VALUE.
APPROVAL OF INDEPENDENT AUDITORS
The Board of Directors will present to the Annual Meeting a
resolution that the shareholders ratify the appointment of the
firm of Wipfli Ullrich Bertelson CPAs as independent auditors to
audit the books, records and accounts of the Company for the year
ending December 31, 1995. The firm has audited the Company's
books annually since 1931.
Representatives of Wipfli Ullrich Bertelson CPAs will be
present at the Annual Meeting and will have an opportunity to make
a statement or respond to appropriate questions.
SHAREHOLDER PROPOSALS
If any shareholder desires to submit a proposal for inclusion
in the proxy statement to be used in connection with the Annual
Meeting of Shareholders to be held in 1996, the proposal must be
in proper form and be received by the Company no later than
November 18, 1995.
Pursuant to the Company's bylaws, shareholders entitled to
vote at the annual meeting of shareholders to be held in 1996 may
bring business before the 1996 annual meeting for consideration
only if proper notice of the proposed business has been provided
to the Secretary of the Company not earlier than January 21, 1996
and not later than February 20, 1996. The precise requirements,
including the information required to be provided in the
shareholder notice and the procedures for notice in the event the
date of the annual meeting is changed, are set forth in the
Company's bylaws which may be obtained from the Secretary of the
Company. See "Committees and Compensation of Board of Directors"
regarding bylaw requirements relating to nominations from the
floor at the annual meeting of shareholders to be held in 1996.
OTHER MATTERS
At this date, there are no other matters the Board of
Directors intends to present or has reason to believe others will
present to the Annual Meeting. If other matters now unknown to
the Board of Directors are properly presented at the Annual
Meeting, those named as proxies will vote in accordance with
their judgment.
DATED: March 17, 1995.
BY ORDER OF THE BOARD OF DIRECTORS
GARY P. PETERSON,
Secretary
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY.
EXHIBIT A
MOSINEE PAPER CORPORATION
PROXY STATEMENT
MARCH 17, 1995
Resolved, that Article 4 of the restated articles of
incorporation of Mosinee Paper Corporation shall be amended to
increase the authorized shares of common stock of the corporation
from 15,000,000 shares to 30,000,000 shares.
EXHIBIT B
MOSINEE PAPER CORPORATION
PROXY STATEMENT
MARCH 17, 1995
Resolved, that the first sentence of Article 4 of the
restated articles of incorporation of Mosinee Paper Corporation,
which provides:
The number of shares which the Corporation shall have
authority to issue, itemized by class and par value, is:
Class Number Par Value Per Share
----- ------ -------------------
Common 15,000,000 $2.50
Preferred 1,000,000 $1.00
shall be amended, as soon as practicable following the annual
meeting of shareholders, to provide as follows:
The Corporation shall have authority to issue 15,000,000
[or 30,000,000 if the amendment to the restated articles of
incorporation set forth as Exhibit A to this proxy statement
is adopted by the shareholders] shares of common stock
without par value (hereinafter sometimes referred to as
"Common Stock") and 1,000,000 shares of preferred stock,
$1.00 par value (hereinafter sometimes referred to as
"Preferred Stock").
PROXY
MOSINEE PAPER CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING
APRIL 20, 1995
The undersigned, having received the Notice of Annual
Meeting, Proxy Statement, and Annual Report for the year ended
December 31, 1994, hereby appoints San W. Orr, Jr., Stanley F.
Staples, Jr., Richard L. Radt and Daniel R. Olvey, and each of
them, with full power of substitution, proxies of the undersigned
to vote all shares of the undersigned in Mosinee Paper
Corporation at the Annual Meeting of Shareholders to be held on
April 20, 1995 and at any adjournments thereof.
The directors recommend a vote FOR the election of each nominee,
approval of the 1994 stock option plan, adoption of the
amendments to the restated articles of incorporation and approval
of the appointment of auditors.
1. Election of directors: FOR WITHHOLD
--- --------
San W. Orr, Jr. ___ ___
Harry R. Baker ___ ___
2. Approval of Company's 1994 Executive Stock Option Plan as
described in the accompanying proxy statement.
FOR ___ AGAINST ___ ABSTAIN ___
3. Adoption of the resolution set forth as Exhibit A to the
accompanying proxy statement to increase the number of
authorized shares of common stock of the Company to
30,000,000.
FOR ___ AGAINST ___ ABSTAIN ___
4. Adoption of the resolution set forth as Exhibit B to the
accompanying proxy statement to change the common stock to
shares without par value.
FOR ___ AGAINST ___ ABSTAIN ___
5. Approval of appointment of Wipfli Ullrich Bertelson CPAs as
independent auditors for the year ending December 31, 1995.
FOR ___ AGAINST ___ ABSTAIN ___
6. In their discretion, the proxies are authorized to vote upon
such other matters which came before the Annual Meeting.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE PROXIES
SHALL VOTE FOR THE ELECTION OF THE LISTED NOMINEES, APPROVAL OF
THE STOCK OPTION PLAN, ADOPTION OF THE AMENDMENTS TO THE RESTATED
ARTICLES OF INCORPORATION AND APPROVAL OF THE APPOINTMENT OF
AUDITORS.
(Continued and to be signed on reverse side).
(Continued from the other side)
Dated _____________________, 1995
_________________________________
Signature
_________________________________
Signature if held jointly
When signing as attorney,
executor, administrator, trustee
or guardian, please give full
title. 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
sign exactly as name appears
below. When shares are held by
joint tenants, both should sign.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.