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, 2004
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 PAPER CORP. 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
SAVINGS AND INVESTMENT PLAN
(Former name or former address, if changed from last report)
WAUSAU PAPER CORP.
100 PAPER PLACE
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
1244 KRONENWETTER DRIVE
MOSINEE, WI 54455-9099
(Former name or former address, if changed from last report)
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, 2004 and 2003 2
Statements of Changes in Net Assets Available for Benefits for the
Years Ended December 31, 2004 and 2003 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, 2004 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, 2004 and 2003, 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. The Plan is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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,
2004 and 2003, 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 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
Milwaukee, Wisconsin
June 13, 2005
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WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2004 AND 2003
2004 2003
ASSETS:
Cash and cash equivalents $ 386 $ 177,634
Investments 184,272,282 168,908,662
Receivables:
Employer 41,283 92,899
Participants 149,693 180,512
Accrued income 143,116 137,169
Other receivables 52,066 57,908
Total receivables 386,158 468,488
NET ASSETS AVAILABLE FOR BENEFITS $184,658,826 $169,554,784
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, 2004 AND 2003
2004 2003
ADDITIONS:
Net appreciation in fair value of investments $12,450,482 $25,884,612
Contributions:
Employer 2,680,369 2,622,928
Participants 10,151,551 9,987,650
Participant rollovers 257,604 135,796
Total contributions 13,089,524 12,746,374
Interest income 1,764,251 1,893,960
Dividend income 532,798 363,554
Total additions 27,837,055 40,888,500
DEDUCTIONS:
Benefits paid to participants 12,644,529 6,394,359
Administrative expenses 88,484 94,837
Total deductions 12,733,013 6,489,196
NET INCREASE 15,104,042 34,399,304
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 169,554,784 135,155,480
End of year $184,658,826 $169,554,784
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, 2004 AND 2003
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, subject to
certain statutory 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, 2004
and 2003.
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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
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, 2004 and 2003 was $444,868 and $369,456, respectively.
PARTICIPANT LOANS-Participants may borrow from their accounts. Loan
transactions are treated as a segregated investment of the participant's
accounts. 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-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. 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 2004 that were distributed in 2005 was $220,646. The
amount of benefit payments requested in 2003 that were distributed in 2004
was $398,428.
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 values of the underlying investments on the last business
day of the plan year including
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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 of America
requires Plan 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, 2004 and 2003. 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
2004 2003
INVESTMENTS AT FAIR VALUE AS DETERMINED
BY QUOTED MARKET PRICE
Common/collective trust:
Northern Capital Management Fund,
2,676,430 and 2,935,084 shares, respectively $30,247,155 $32,122,882
Employer Common Stock* 6,815,792 6,798,430
Pooled separate accounts 6,938,772 5,895,261
Registered investment companies:
ABN AMRO Growth Fund,
527,523 and 566,640 shares, respectively 12,206,891 12,449,076
Brandywine Blue Chip Fund,
471,776 and 482,722 shares, respectively 13,403,154 11,498,429
Thompson Plumb Growth Fund,
296,875 and 281,897 shares, respectively 13,890,762 12,936,266
Vanguard 500 Index Fund,
111,245 and 103,701 shares, respectively 12,419,415 10,648,008
Artisan International Fund,
458,127 and 425,783 shares, respectively 10,142,926 8,051,563
Royce Opportunity Fund,
728,223 and 531,916 shares, respectively 9,590,695 6,409,586
Other 23,022,157 18,831,735
Total registered investment companies 94,676,000 80,824,663
INVESTMENTS AT ESTIMATED VALUE
Participant loans* 2,921,610 2,616,778
INVESTMENTS AT CONTRACT VALUE
Investment contracts between financial institutions -
M&I Stable Principal Fund,*
42,672,953 and 40,650,648 shares, respectively 42,672,953 40,650,648
TOTAL INVESTMENTS $184,272,282 $168,908,662
*Party-in-interest
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During 2004 and 2003, the Plan's investments (including investments bought,
sold, and held during the year) appreciated in value as follows:
NET CHANGE IN
FAIR VALUE
2004 2003
INVESTMENTS AT FAIR VALUE DETERMINED
BY QUOTED MARKET PRICE:
Common/collective trusts $ 980,221 $ 6,073,399
Employer Common Stock 1,789,982 1,387,520
Pooled separate accounts/investment contract 572,874 1,029,551
Registered investment companies 9,107,405 17,394,142
$12,450,482 $25,884,612
4. INVESTMENT CONTRACT
In 2004 and 2003, 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 4.01% and 3.91%,
respectively, for the year ended December 31, 2004 and 4.33% and 4.11% for
the year ended December 31, 2003, 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, 2004 and
2003.
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 AT END OF
YEAR)
DECEMBER 31, 2004
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 2,676,430 $30,247,155
Marshall & Ilsley Trust Company* Employer Common Stock
- Wausau-Mosinee Common Stock Fund 372,040 6,815,792
Marshall & Ilsley Trust Company* Pooled separate account
- M&I Aggressive Balanced Portfolio Fund 61,280 1,618,379
Marshall & Ilsley Trust Company* Pooled separate account
- M&I Moderate Balanced Portfolio Fund 132,696 2,958,922
Marshall & Ilsley Trust Company* Pooled separate account
- M&I Diversified Stock Portfolio Fund 83,043 2,361,471
Marshall & Ilsley Trust Company* Pooled separate account
- M&I Stable Principal Fund 42,672,953 42,672,953
AIM Small Cap Growth Fund Registered investment company
- AIM Small Cap Growth Fund 35,059 962,721
Artisan International Fund Registered investment company
- Artisan International Fund 458,127 10,142,926
Brandywine Blue Chip Fund Registered investment company
- Bradywine Blue Chip Fund 471,776 13,403,154
ABN AMRO Growth Fund Registered investment company
- ABN AMRO Growth Fund 527,523 12,206,891
Fidelity Advisor Equity Income Fund Registered investment company
- Fidelity Advisor Equity Income Fund 156,217 4,425,629
MFS Mid Cap Growth Fund Registered investment company
- MFS Mid Cap Growth Fund 803,367 7,182,098
Marshall Mid Cap Value Fund* Registered investment company
- Marshall Mid Cap Value Fund 327,394 4,930,552
Royce Opportunity Fund Registered investment company
- Royce Opportunity Fund 728,223 9,590,695
Dreyfus Premier Balanced Opp Fund Registered investment company
- Dreyfus Premier Balanced Opp Fund 281,836 5,521,157
Thompson Plumb Growth Fund Registered investment company
- Thompson Plumb Growth Fund 296,875 13,890,762
Vanguard 500 Index Fund Registered investment company
- Vanguard 500 Index Fund 111,245 12,419,415
Participant Loans* Rate during year 4.0% - 10.5% 2,921,610 2,921,610
Total assets (held at end of year) $184,272,282
* 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 29, 2005 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, 2004
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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