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): DECEMBER 17, 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)
100 PAPER PLACE
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
On December 17, 2004, the Compensation Committee of the Company's Board
of Directors (the "Compensation Committee") took the following actions
concerning director and executive compensation in addition to grants under the
Company's 2000 Stock Incentive Plan which are contingent on the Company's
satisfaction of 2005 financial performance goals.
2005 INCENTIVE COMPENSATION PLAN FOR EXECUTIVE OFFICERS
The Committee established the 2005 Incentive Compensation Plan for
Executive Officers. The Plan is designed to provide maximum net earnings based
payouts if the Company achieves its stated goal of a return on capital employed
of 13%. Under the Plan, executive officers are entitled to receive incentive
compensation based upon:
(1) the level of achievement by the Company of targeted goals for
earnings per share;
(2) the level of achievement of specified individual performance
objectives, including, by way of example, achievement of targeted
levels of certain components of working capital, achievement of
targeted rates of return on approved capital projects, increases in
productivity and volume of product shipped, revenues derived from
new products, and operating cost containment; and
(3) for executive officers with direct segment operating
responsibility, achievement of targeted segment operating profit
targets.
The 2005 Incentive Compensation Plan is attached to this Form 8-K as
Exhibit 10.1 and incorporated herein by reference.
AWARD OF RESTRICTED STOCK AND OPTIONS
On December 17, 2004, the Compensation Committee awarded Thomas J.
Howatt, President and CEO, options to acquire 50,000 shares of the Company's
common stock at an exercise price of $17.40 per share and 5,000 shares of
restricted stock.
The options are nonqualified and are exercisable at any time on or after
December 17, 2005 and before December 17, 2024. The terms of the options are
set forth in the Committee's Standard Form of Nonqualified Stock Option
Agreement which was filed as Exhibit 10.3 to the Company's Form 10-Q for the
quarter ended September 30, 2004 and incorporated herein by reference.
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Vesting of the restricted stock is conditioned on Mr. Howatt's continued
employment until December 17, 2005, except in case of termination because of
death, disability, or retirement under the terms of the 2000 Stock Incentive
Plan. Under the award, dividends on the restricted stock are held in escrow
and will be paid to Mr. Howatt only upon vesting of the underlying stock. The
terms of the award of restricted stock are set forth in the Committee's
Standard Form of Restricted Stock Agreement attached to this Form 8-K as
Exhibit 10.2 and incorporated herein by reference.
2005 DIRECTOR DEFERRED COMPENSATION PLAN
The Committee approved the 2005 Director Deferred Compensation Plan (the
"2005 Director Plan"). Under the 2005 Director Plan, directors of the Company
may elect to defer all or a portion of their directors fees into a cash
account, which is credited with interest at a rate equal to the prime rate of
interest in effect on the last day of each quarter, or the Company common stock
equivalent account. A director's account will be distributed in cash beginning
at a date after retirement which is selected by the director, but not later
than age 70 (or termination of service, if later, under the Company's mandatory
retirement policy). The 2005 Director Plan provides for distribution in a lump
sum or up to 40 quarterly installments as elected by the director. The 2005
Director Plan is intended to comply with Section 409A of the Internal Revenue
Code of 1986, as amended (the "Code") and replaces the Company's Directors'
Deferred Compensation Plan with respect to all amounts deferred subsequent to
December 31, 2004. The 2005 Director Plan was adopted to comply with the new
deferred compensation requirements of the American Jobs Creation Act of 2004.
2005 EXECUTIVE DEFERRED COMPENSATION PLAN
The Committee approved the 2005 Executive Deferred Compensation Plan (the
"2005 Executive Plan") which provides that the named executive officers of the
Company may defer up to 50% of base salary and 100% of annual incentive
compensation. Amounts deferred are credited with interest at the prime rate on
a monthly basis. An executive's account is distributable beginning on the date
following termination which is selected by the executive, but not later than
age 65. The 2005 Executive Plan provides for distribution in a lump sum or in
various installments over a period selected by the executive, but not in excess
of 120 monthly installments. The 2005 Executive Plan is intended to comply
with Section 409A of the Code and replaces the Company's existing executive
deferred compensation plan with respect to all amounts deferred subsequent to
December 31, 2004. The 2005 Executive Plan was adopted to comply with the new
deferred compensation requirements of the American Jobs Creation Act of 2004.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 10.1 2005 Incentive Compensation Plan for Executive Officers
Exhibit 10.2 Standard Form of Restricted Stock Agreement
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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 hereunto duly authorized.
WAUSAU-MOSINEE PAPER CORPORATION
Date: December 23, 2004 By: SCOTT P. DOESCHER
Scott P. Doescher
Senior Vice President-Finance
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EXHIBIT INDEX
TO
FORM 8-K
OF
WAUSAU-MOSINEE PAPER CORPORATION
DATED DECEMBER 17, 2004
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. Section 232.102(d))
EXHIBIT 10.1 2005 INCENTIVE COMPENSATION PLAN FOR EXECUTIVE OFFICERS
EXHIBIT 10.2 STANDARD FORM OF RESTRICTED STOCK AGREEMENT