UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
_________________________
Date of Report (date of earliest event reported): AUGUST 31, 2004
WAUSAU-MOSINEE PAPER CORPORATION
(Exact name of registrant as specified in its charter)
WISCONSIN 1-13923 39-0690900
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
1244 KRONENWETTER DRIVE
MOSINEE, WI 54455-9099
(Address of principal executive offices, including Zip Code)
(715) 693-4470
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
* Written communications pursuant to Rule 425 under the Securities Act (17
CFR 23.425)
* Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
* Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
* Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The Company amended and restated its senior credit facility on August 31,
2004. See Item 2.03, the text of which is herein incorporated by reference.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
CREDIT FACILITY
On August 31, 2004, the Company amended and restated its existing senior
credit facility to provide an unsecured $100 million facility which will
expire on August 31, 2008. The Company has an option to increase the facility
to $125 million, subject to the terms of the agreement entered into with Bank
of America, N.A., M & I Marshall & Ilsley Bank, Harris Trust and Savings Bank,
and Wells Fargo Bank, National Association (the "Credit Agreement"). The
facility provides sublimits of $50 million for the issuance of standby letters
of credit and $10 million for certain short-term bid loans. The agreement had
previously provided for an unsecured $150 million credit facility which was due
to expire on December 10, 2004. The amount of the new credit facility reflects
the Company's anticipated borrowing needs, current cash position, and
expectations with respect to cash to be provided by operations.
The Company will pay an annual facility fee (initially, .30%) and
interest on borrowed funds other than bid loans based on the Eurodollar rate
then in effect plus a stated margin (initially, .95%), each as determined by
the Company's consolidated leverage ratio (consolidated indebtedness to
consolidated capitalization). Loans under the facility are guaranteed by the
Company's principal operating subsidiaries. The Company is required to
maintain a consolidated leverage ratio of not more than 55%, a consolidated
interest coverage ratio (EBITDDA to interest expense) of not less than 3.5 to
1, and a consolidated net worth of $280 million (as increased by 25% of net
quarterly income and proceeds from equity sales). The Credit Agreement also
contains representations and warranties, covenants, and provisions for default
customary for facilities of this nature for customers of the banks having
similar creditworthiness. The Credit Agreement also provides for the
acceleration of the maturity of any loans, at the option of the lenders, upon a
change in control of the company, as defined in the agreement.
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FORWARD LOOKING STATEMENTS
Statements concerning the Company's anticipated borrowing needs and
expectations concerning operations constitute 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 and supply of raw
materials or energy, competitive pricing in the markets served by the Company
as a result of economic conditions, overcapacity in the industry and the demand
for paper products, manufacturing problems at Company facilities and various
other risks and assumptions. 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, 2003, and from time to time, in the
Company's other filings with the Securities and Exchange Commission. The
Company assumes no obligation to update or supplement forward-looking
statements that become untrue because of subsequent events.
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 hereunto duly authorized.
WAUSAU-MOSINEE PAPER CORPORATION
Date: August 31, 2004 By: SCOTT P. DOESCHER
Scott P. Doescher
Senior Vice President-Finance
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