As filed with the Securities and Exchange Commission on October 22, 1999 Registration No. 333-01763 AMENDMENT NO. 1 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) RHINELANDER PAPER COMPANY, INC. HOURLY 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) This Amendment No. 1 to Form S-8, Registration Statement No. 333- 01763, for the Rhinelander Paper Company, Inc. Hourly Savings and Investment Plan (the "Merged Plan") is filed to deregister certain shares of Wausau-Mosinee Paper Corporation common stock. The Merged Plan was merged into the Wausau-Mosinee Paper Corporation Savings and Investment Plan (the "Successor Plan") effective as of December 31, 1998 and ceased to exist as a legal entity on such date. In connection with the merger, the Successor Plan assumed all assets and liabilities of the Merged Plan. This Amendment will (1) deregister all remaining shares which had not been acquired by the Merged Plan as of the date of its merger into the Successor Plan (December 31, 1998) and (2) deregister an indeterminate amount of interests which had not been offered or sold pursuant to the employee benefit plan described in Registration Statement No. 333-01763 on Form S-8 as of the date of the Merged Plan's merger into the Successor Plan. -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. 1 to Form S-8, Registration Statement No. 333-01763, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mosinee, State of Wisconsin, on October 22, 1999. 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. 333-01763, including this Amendment No. 1, 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. 1 to Form S-8, Registration Statement No. 333-01763, has been signed on October 22, 1999, 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 -4-