FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number: 1-13923
WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS AND INVESTMENT PLAN
(Full title of the plan and the address of the plan, if different from the
issuer named below)
WAUSAU-MOSINEE PAPER CORPORATION
1244 KRONENWETTER DRIVE
MOSINEE, WI 54455-9099
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS AND INVESTMENT PLAN
TABLE OF CONTENTS
PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits for the
Years Ended December 31, 2003 and 2002 2
Statements of Changes in Net Assets Available for Benefits for the
Years Ended December 31, 2003 and 2002 3
Notes to Financial Statements 4-9
SUPPLEMENTAL SCHEDULE -
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets
(Held at End of Year)
December 31, 2003 10
Schedules not filed herewith are omitted because of the
absence of conditions under which they are required.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Wausau-Mosinee Paper Corporation
Savings and Investment Plan
Mosinee, Wisconsin:
We have audited the accompanying statements of net assets available for
benefits of Wausau-Mosinee Paper Corporation Savings and Investment Plan (the
"Plan") as of December 31, 2003 and 2002, and the related statements of changes
in net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2003 and 2002, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
Table of Contents is presented for the purpose of additional analysis and is
not a required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This schedule is the responsibility of the Plan's management. Such
schedule has been subjected to the auditing procedures applied in our audit of
the basic 2003 financial statements and, in our opinion, is fairly stated in
all material respects when considered in relation to the basic financial
statements taken as a whole.
DELOITTE & TOUCHE LLP
June 25, 2004
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WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002
2003 2002
ASSETS:
Cash and cash equivalents $ 177,634 $70,669
Investments 168,908,662 134,876,939
Receivables:
Employer 92,899 79,779
Participants 180,512 113,458
Accrued income 137,169 159,963
Other receivables 57,908 --
Total receivables 468,488 353,200
Total assets 169,554,784 135,300,808
LIABILITIES:
Other liabilities -- 145,328
Total liabilities -- 145,328
NET ASSETS AVAILABLE FOR BENEFITS $169,554,784 $135,155,480
See notes to financial statements.
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WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2003 AND 2002
2003 2002
ADDITIONS:
Net appreciation (depreciation) in fair value of investments $25,884,612 $(24,675,452)
Contributions:
Employer 2,622,928 2,548,188
Participants 9,987,650 9,912,228
Participant rollovers 135,796 299,393
Total contributions 12,746,374 12,759,809
Interest income 1,893,960 1,755,068
Dividend income 363,554 366,843
Total additions 40,888,500 (9,793,732)
DEDUCTIONS:
Distributions to participants 6,394,359 8,269,827
Administrative expenses 94,837 115,604
Total deductions 6,489,196 8,385,431
NET INCREASE (DECREASE) 34,399,304 (18,179,163)
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 135,155,480 153,334,643
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $169,554,784 $135,155,480
See notes to financial statements.
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WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003 AND 2002
1. PLAN DESCRIPTION
The following brief description of the Wausau-Mosinee Paper Corporation
Savings and Investment Plan (the "Plan") is provided for general
information purposes only. The Plan is subject to certain provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA") and Section
401 of the Internal Revenue Code ("IRC"). Participants should refer to the
Plan document for more complete information.
An employee initially becomes eligible to participate at times varying from
one day of service to 120 days of service, depending upon the employee's
classification and his or her employment date.
General - The Plan was established on January 1, 1988. It is a defined
contribution plan that covers all full-time salaried, non-union hourly, and
all collectively bargained common law employees of Wausau-Mosinee Paper
Corporation and its subsidiaries (the "Company").
Contributions - Participants are allowed to contribute up to 16% of their
gross annual compensation, as defined in the Plan document. Contributions
are subject to certain limitations.
The Plan allows participants to rollover distributions from another
employer's retirement plan or an annuity contract as contributions, subject
to certain restrictions. Participants may deposit any portion of a
distribution that has not been taxed, provided the deposit is eligible for
rollover under the IRC. These deposits are not subject to the contribution
limitations under the IRC. The Company does not match these contributions.
Non-Bargained Employees - The Company currently matches non-bargained
participant contributions at a rate of $0.50 for every $1.00 contributed on
the first 3% and $.35 for every $1.00 contributed on the second 3%, up to
6% of a participant's annual compensation as defined in the Plan.
The Plan allows the Board of Directors to determine a discretionary
matching contribution to be made for participants employed on the last day
of the year or who terminated employment during the year due to death,
retirement on or after attainment of age 55, or disability. There were no
discretionary matching contributions for the years ended December 31, 2003
and 2002.
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Bargained Employees - The Company matching contribution differs by
collective bargaining unit. Bargained employees of certain collective
bargaining units do not receive a matching contribution while other
employees receive a matching contribution. The maximum matching
contribution of any collective bargaining unit was $2.03 per $1.00
contributed up to 3% of a participant's annual gross compensation.
Participant Accounts - Individual accounts are maintained for each of the
Plan's participants to reflect the participant's contributions and related
employer contributions, as well as the participant's share of the Plan's
income and any related administrative expenses. Allocations are based on
the proportion that each participant's account balance has to the total of
all participants' account balances.
Investment Options - The Plan allows participants to direct the investment
of all contributions and related earnings among various mutual funds,
various pooled equity and fixed income funds and a Company common stock
fund consisting of common stock of the Company and short-term, interest
bearing instruments.
Allocation of Investment Income (Loss) - Each participant's account is
allocated investment income (loss) based upon the specific investment
options chosen and in the proportion that an individual participant's
account balance bears in relation to total account balances under the Plan.
Vesting - Participants are fully vested in their salary deferral and
rollover contributions plus earnings/losses thereon. Vesting in the
Company's matching contributions, plus actual earnings/losses thereon is
based on years of service and the participant's employment status as either
non-bargained or bargained.
Non-bargained participants are fully vested in the Company's contributions
after three years of vesting service, or at the rate of 33 1/3% per year of
service. Bargained participants vest in the Company's matching
contributions according to varying vesting schedules depending on the terms
of the applicable collective bargaining agreement. A year of vesting
service consists of a calendar year in which an employee works a minimum of
1,000 hours for the Company.
Participant contributions and earnings thereon, rollover contributions, and
vested Company contributions and earnings thereon may be withdrawn for any
reason after a participant reaches age 59 1/2 or at any age if a
participant demonstrates financial hardship. Financial hardship
withdrawals are subject to government regulation and may be subject to a
10% penalty.
Payment of Benefits - On termination of service due to death, disability,
or retirement, the vested portion of a participant's account is payable to
the participant, or a named beneficiary, based on the participant's elected
payment method. The payment options available are lump-sum or periodic
payments. A nontransferable annuity optional form of benefit was available
prior to October 1, 2002.
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Forfeitures - Plan forfeitures arise as a result of participants who
terminate service with the Company before becoming fully vested in the
Company's contribution. These forfeitures are used to reduce future
Company contributions. Certain forfeitures relating to the Mosinee Thrift
Plan prior to January 1, 1999 are allocated to certain participant accounts
in accordance with the Plan document. The amount of forfeitures available
at December 31, 2003 and 2002 was $369,456 and $368,131, respectively.
Participant Loans - Participants may borrow from their accounts. Loan
transactions are treated as a segregated investment of the participant's
account. Loan terms range from one to five years or longer if for the
purchase of a primary residence. Loans may not exceed the lesser of 50% of
the participant's account balance or $50,000, and are secured by the
balance in the participant's account. The loans bear interest at a rate
commensurate with local prevailing rates as determined from time to time by
the Company's employee benefits committee. Interest rates on existing
loans range from 4.00% to 10.50%. Principal and interest are paid ratably
through payroll deductions. Upon termination of employment, outstanding
balances become due and payable to the Plan, unless the borrower elects to
continue making repayments in accordance with the promissory note
evidencing the loan.
Plan Expenses - Recordkeeping and account access fees are charged to
participants at a cost of $10 per participant. Administrative expenses
charged by the third party administrator and all other expenses incurred in
conjunction with the Plan are paid by the Company. Investment advisory and
management fees are allocated proportionately to Plan participants based on
their respective account balances in certain funds. Loan fees are charged
directly to the participant's account against the investment option for
which the loan was originally charged.
Plan Termination - Although it has not expressed any intent to do so,
Wausau-Mosinee Paper Corporation has the right under the Plan to terminate
the Plan subject to the provisions of ERISA. Upon termination of the Plan,
all account balances of the participants become fully vested. The account
will be held under the Plan and continue to accrue investment earnings
until all vested benefits have been distributed according to the terms of
the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The accompanying financial statements have been
prepared on the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States.
Benefits - Benefits are recorded when distributed. The amount of benefit
payments requested in 2003 that were distributed in 2004 was $398,428. All
benefit payments requested in 2002 were distributed in 2002.
Investment Valuation and Income Recognition - The Plan's various mutual
fund and company stock investments are carried at fair value which
represents the quoted market
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values of the underlying investments on the last business day of the plan
year including current income and investment expenses. Investments in the
M&I Stable Principal Fund are stated at contract value which approximates
fair value.
Loans are stated at estimated fair value and are deemed collectible.
Securities transactions are accounted for on the trade-date basis (the date
the order to buy or sell is executed).
Gains or losses on security transactions are recorded as the difference
between proceeds received and the carrying value of the investments.
Interest income is recognized on the accrual method, and dividend income is
recorded on the ex-dividend date.
Net appreciation and depreciation in fair value of investments on the
statements of changes in net assets available for benefits includes both
unrealized appreciation or depreciation and realized gains and losses.
Interest and dividends are identified separately.
Use of Estimates - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported
amounts of net assets available for benefits and changes therein. Actual
results could differ from those estimates. The Plan utilizes various
investment instruments, including mutual funds and investment contracts.
Investment securities are exposed to various risks including but not
limited to, interest rate, market, and credit risks. Due to the level of
risk associated with certain investment securities, it is reasonably
possible that changes in the value of investment securities will occur in
the near term.
3. INVESTMENTS
The following represents a summary of the fair value of investments at
December 31, 2003 and 2002. Investments that individually represent 5% or
more of the Plan's net assets available for benefits are separately
identified.
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ASSET FAIR VALUE
2003 2002
INVESTMENTS AT FAIR VALUE AS DETERMINED
BY QUOTED MARKET PRICE
Common/collective trusts:
Northern Capital Management Fund,
2,935,084 and 2,995,358 shares, respectively $ 32,122,882 $ 26,592,928
Wausau-Mosinee Common Stock Fund,
492,480 and 619,086 shares, respectively 6,798,430 6,994,381
Total common/collective trusts 38,921,312 33,587,309
Pooled separate accounts 5,895,261 4,621,599
Registered investment companies:
ABN AMRO/Chicago Capital Growth Fund,
566,640 and 603,211 shares, respectively 12,449,076 10,900,025
Brandywine Blue Chip Fund,
482,722 and 477,972 shares, respectively 11,498,429 8,799,471
Thompson Plumb Growth Fund,
281,897 and 240,162 shares, respectively 12,936,266 8,384,066
Vanguard 500 Admiral Fund,
103,701 and 81,121 shares, respectively 10,648,008 --
Other 33,292,884 26,009,557
Total registered investment companies 80,824,663 54,093,119
INVESTMENTS AT ESTIMATED VALUE
Participant loans 2,616,778 2,348,625
INVESTMENTS AT CONTRACT VALUE
Investment contracts between financial institutions -
M&I Stable Principal Fund,
40,650,648 and 40,226,287 shares, respectively 40,650,648 40,226,287
TOTAL INVESTMENTS $ 168,908,662 $134,876,939
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During 2003 and 2002, the Plan's investments (including investments bought,
sold, and held during the year) appreciated (depreciated) in value as
follows:
NET CHANGE IN
FAIR VALUE
2003 2002
INVESTMENTS AT FAIR VALUE DETERMINED
BY QUOTED MARKET PRICE:
Common/collective trusts $ 7,460,919 $ (9,023,058)
Pooled separate accounts/investment contract 1,029,551 (644,032)
Registered investment companies 17,394,142 (15,008,362)
$ 25,884,612 $ (24,675,452)
1. INVESTMENT CONTRACT
In 2003 and 2002, the Plan maintained an investment contract with Marshall
& Ilsley Trust Company ("M&I"). Contributions are maintained in a pooled
account. The account is credited with earnings on the underlying
investments and charged for Plan withdrawals and administrative expenses
charged by M&I. The contract is included in the financial statements at
contract value, which approximates fair value, as reported to the Plan by
M&I. Contract value represents contributions made under the contract plus
earnings, less plan withdrawals and administrative expenses. The average
yield and crediting interest rates on the contract were 4.33% and 4.11%,
respectively, for the year ended December 31, 2003 and 4.93% and 5.23% for
the year ended December 31, 2002, respectively. The basis and frequency of
determining the crediting interest rate is done on a daily basis. There
were no guarantees or limitations on the contract at December 31, 2003 and
2002.
5. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated July 18, 2003, that the Plan is qualified and the trust
established under the Plan is tax-exempt, under the appropriate sections of
the IRC.
6. RELATED PARTY TRANSACTIONS
The Plan invests in Company common stock. In addition, certain plan
investments represent shares of mutual funds and collective trust funds
managed by the Trustee. These transactions are considered party-in-
interest transactions. These transactions are not, however, considered
prohibited transactions under ERISA regulations. Fees paid by the Plan for
investment management services were included as a reduction of the return
earned on each fund.
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WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS & INVESTMENT PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4I - SCHEDULE OF ASSETS HELD FOR
INVESTMENTS PURPOSES
DECEMBER 31, 2003
DESCRIPTION OF INVESTMENT
INCLUDING MATURITY DATE, NUMBER
IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, COLLATERAL, OF SHARES/ FAIR
LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE PAR VALUE VALUE
Marshall & Ilsley Trust Company* Common/collective trust
- Northern Capital Management Fund 2,935,084 $32,122,882
Marshall & Ilsley Trust Company* Common/collective trust
- Wausau-Mosinee Common Stock Fund 492,480 6,798,430
Marshall & Ilsley Trust Company* Pooled separate account
- M&I Aggressive Balanced Portfolio Fund 52,288 1,248,499
Marshall & Ilsley Trust Company* Pooled separate account
- M&I Moderate Balanced Portfolio Fund 122,710 2,549,452
Marshall & Ilsley Trust Company *Pooled separate account
- M&I Diversified Stock Portfolio Fund 82,477 2,097,310
Marshall & Ilsley Trust Company *Pooled separate account
- M&I Stable Principal Fund 40,650,648 40,650,648
AIM Small Cap Growth Fund Registered investment company
- AIM Small Cap Growth Fund 31,343 805,821
Artisan International Fund Registered investment company
- Artisan International Fund 425,783 8,051,563
Brandywine Blue Chip Fund Registered investment company
- Bradywine Blue Chip Fund 482,722 11,498,429
ABN AMRO/Chicago Capital Registered investment company
Growth Fund - ABN AMRO/Chicago Capital Growth Fund 566,640 12,449,076
Fidelity Advisor Equity Income Fund Registered investment company
- Fidelity Advisor Equity Income Fund 152,228 3,935,092
MFS Mid Cap Growth Fund Registered investment company
- MFS Mid Cap Growth Fund 784,215 6,124,720
Marshall Mid Cap Value Fund Registered investment company
- Marshall Mid Cap Value Fund 187,204 2,585,282
Royce Opportunity Fund Registered investment company
- Royce Opportunity Fund 531,916 6,409,586
Thompson Plumb Balanced Fund Registered investment company
- Thompson Plumb Balanced Fund 289,136 5,380,820
Thompson Plumb Growth Fund Registered investment company
- Thompson Plumb Growth Fund 281,897 12,936,266
Vanguard 500 Index Fund Registered investment company
- Vanguard 500 Index Fund 103,701 10,648,008
Participant Loans* Rate during year 4.0% - 10.5% 2,616,778 $2,616,778
Total assets (held at end of year) 168,908,662 $168,908,662
* Party-in-interest.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan administrator of the Wausau-Mosinee Paper Corporation Savings and
Investment Plan has duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
WAUSAU-MOSINEE PAPER CORPORATION
EMPLOYEE BENEFITS COMMITTEE
DATE: June 28, 2004 By: STUART R. CARLSON
Stuart R. Carlson
Chairman
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EXHIBIT INDEX
TO
FORM 11-K
OF
WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS AND INVESTMENT PLAN
FOR THE YEAR ENDED DECEMBER 31, 2003
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. Section 232.102(d))
Exhibit 23.1 Consent of Deloitte & Touche LLP
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