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): JUNE 28, 2005
WAUSAU PAPER CORP.
(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 June 28, 2005, the Company and the required holders of the Company's
$138,500,000 Senior Notes agreed to amend certain financial covenants included
in the related Note Purchase Agreement in order to bring them into conformity
with the financial covenants under the Company's existing $100,000,000 senior
credit facility which will expire on August 31, 2008. The Company's "Senior
Notes" are the $35,000,000 Series A Notes due August 31, 2007, $68,500,000
Series B Notes due August 31, 2009, and $35,000,000 Series C Notes due August
31, 2011.
Under the amendments, the Company's minimum consolidated net worth
covenant was $284,005,000 as of March 31, 2005. The minimum consolidated net
worth is adjusted quarterly to include 25% of the Company's consolidated net
income for the previous quarter (with no deduction for any net loss) and for
the proceeds of any sale by the Company of equity interests. At the time of
the amendment, the Company was in full compliance with the terms of all
financial and other covenants under the Senior Notes and the credit facility
and remains in compliance with the amended terms.
In addition to the change in the consolidated net worth covenant, the
maximum ratio of indebtedness to total capitalization was decreased to .55 to 1
from .60 to 1 to conform to a similar covenant in the Company's senior credit
facility.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 4.1 Amendment No. 1 to Note Purchase Agreement dated June 28,
2005.
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 PAPER CORP.
Date: July 11, 2005 By: SCOTT P. DOESCHER
Scott P. Doescher
Senior Vice President-Finance
EXHIBIT INDEX
TO
FORM 8-K
OF
WAUSAU PAPER CORP.
DATED JUNE 28, 2005
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. Section 232.102(d))
4.1 AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT DATED JUNE 28, 2005.