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, 2002
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
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits, December 31, 2002 and 2001 2
Statements of Changes in Net Assets Available for Benefits,
Years Ended December 31, 2002 and 2001 3
Notes to Financial Statements 4-8
SUPPLEMENTAL SCHEDULE -
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets Held for
Investment Purposes, December 31, 2002 9
Schedules not filed herewith are omitted because of the
absence of conditions under which they are required.
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INDEPENDENT AUDITORS' REPORT
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, 2002 and 2001, 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 auditing standards generally
accepted in the United States of America. 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,
2002 and 2001, 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 2002 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.
May 23, 2003
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WAUSAU-MOSINEE PAPER CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 AND 2001
2002 2001
ASSETS:
Cash and cash equivalents $ 70,669 $21,562
Investments 134,876,939 152,911,445
Contributions receivable:
Employer 79,779 50,876
Participants 113,458 159,250
Total contributions receivable 193,237 210,126
Accrued income 159,963 133,453
Other receivables - 58,057
Total assets 135,300,808 153,334,643
LIABILITIES:
Other liabilities 145,328 -
Total liabilities 145,328 -
NET ASSETS AVAILABLE FOR BENEFITS $135,155,480 $153,334,643
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, 2002 AND 2001
2002 2001
ADDITIONS:
Contributions:
Employer $2,548,188 $2,212,729
Participants 9,912,228 9,808,914
Participant rollovers 299,393 62,994
Total contributions 12,759,809 12,084,637
Interest income 1,755,068 1,592,638
Dividend income 366,843 534,325
Total additions 14,881,720 14,211,600
DEDUCTIONS:
Net depreciation in fair value of investments 24,675,452 17,887,052
Distributions to participants 8,269,827 7,238,199
Administrative expenses 115,604 158,257
Total deductions 33,060,883 25,283,508
NET DECREASE (18,179,163) (11,071,908)
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 153,334,643 164,406,551
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $135,155,480 $153,334,643
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, 2002 AND 2001
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 and 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, 2002
and 2001.
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 $2.01 per $1.00
contributed up to 3% of a participant's annual gross compensation.
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Investment Options - The Plan allows participants to direct the investment
of all contributions and related earnings among various mutual funds,
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.
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.
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, 2002 and 2001 was $368,131 and $388,691, 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 4.25% to 10.50%. Principal and interest are paid ratably
through payroll deductions. Upon termination of employment, outstanding
balances become due and
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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 paid. All benefit payments requested
in 2002 and 2001 were distributed in 2002 and 2001, respectively.
Investments - 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
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 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 assets and liabilities and changes therein, and disclosure of
contingent assets and liabilities. Actual results could differ from those
estimates.
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
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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, 2002 and 2001. Investments that individually represent 5% or
more of the Plan's net assets available for benefits are separately
identified.
ASSET FAIR VALUE
2002 2001
INVESTMENTS AT FAIR VALUE AS DETERMINED
BY QUOTED MARKET PRICE
Common/collective trusts:
Northern Capital Management Fund $26,592,928 $39,089,063
Wausau-Mosinee Common Stock Fund 6,994,381 8,125,314
Total common/collective trusts 33,587,309 47,214,377
Pooled separate accounts 4,621,599 4,169,853
Registered investment companies:
ABN AMRO/Chicago Capital Growth Fund 10,900,025 -
Brandywine Blue Chip Fund 8,799,471 11,496,117
Dreyfus S&P 500 Index Fund - 8,511,992
Fidelity Magellan Fund - 9,996,403
Janus Twenty Fund - 13,240,257
Thompson Plumb Growth Fund 8,384,066 -
Other 26,009,557 27,360,271
Total registered investment companies 54,093,119 70,605,040
INVESTMENTS AT ESTIMATED VALUE
Participant loans 2,348,625 1,881,257
INVESTMENTS AT CONTRACT VALUE
Investment contracts between financial institutions -
M&I Stable Principal Fund 40,226,287 29,040,918
TOTAL INVESTMENTS $134,876,939 $152,911,445
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During 2002 and 2001, the Plan's investments (including investments bought,
sold, and held during the year) appreciated (depreciated) in value as
follows:
NET CHANGE IN
FAIR VALUE
2002 2001
INVESTMENTS AT FAIR VALUE DETERMINED
BY QUOTED MARKET PRICE:
Common/collective trusts $(9,023,058) $2,736,228
Pooled separate accounts/investment contract (644,032) (156,889)
Registered investment companies (15,008,362) (20,466,391)
$(24,675,452) $(17,887,052)
4. INVESTMENT CONTRACT
In 2002 and 2001, 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 4.93% and 5.23%,
respectively, for the year ended December 31, 2002 and 5.55% for the year
ended December 31, 2001. 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, 2002 and 2001.
5. TAX-EXEMPT STATUS OF THE PLAN
The Internal Revenue Service has determined and informed the Company by a
letter dated August 23, 1995, that the Plan is qualified and the trust
established under the Plan is tax-exempt, under the appropriate sections of
the IRC. The Plan has been amended since receiving the determination
letter. On February 28, 2002, the Company applied for a new determination
letter concerning the qualification of the Plan. However, the Plan
administrator and Plan's tax counsel believe that the Plan is currently
designed and being operated in compliance with the applicable requirements
of the IRC. Therefore, they believe that the Plan was qualified and the
related trust was tax exempt as of the financial statement date.
* * * * * *
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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, 2002
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 2,995,358 26,592,928
Capital Management Fund
Marshall & Ilsley Trust Company* Common/collective trust - Wausau-Mosinee 619,086 6,994,381
Common Stock Fund
Marshall & Ilsley Trust Company* Pooled separate account - M&I Aggressive 42,518 808,030
Balanced Portfolio Fund
Marshall & Ilsley Trust Company* Pooled separate account - M&I Moderate 128,905 2,326,658
Balanced Portfolio Fund
Marshall & Ilsley Trust Company* Pooled separate account - M&I 75,816 1,486,911
Diversified Stock Portfolio Fund
Marshall & Ilsley Trust Company* Pooled separate account - M&I Stable 40,226,287 40,226,287
Principal Fund
AIM Small Cap Growth Fund Registered investment company - AIM 23,577 435,699
Small Cap Growth Fund
Artisan International Fund Registered investment company - Artisan 378,815 5,602,669
International Fund
Brandywine Blue Chip Fund Registered investment company - 477,972 8,799,471
Bradywine Blue Chip Fund
ABN AMRO/Chicago Capital Growth Fund Registered investment company - ABN 603,211 10,900,025
AMRO/Chicago Capital Growth Fund
Fidelity Advisor Equity Income Fund Registered investment company - Fidelity 151,614 3,079,272
Advisor Equity Income Fund
MFS Mid Cap Growth Fund Registered investment company - MFS Mid 735,710 4,164,116
Cap Growth Fund
Marshall Mid Cap Value Fund Registered investment company - Marshall 111,897 1,177,158
Mid Cap Value Fund
Royce Opportunity Fund Registered investment company - Royce 155,050 1,136,516
Opportunity Fund
Thompson Plumb Balanced Fund Registered investment company - Thompson 247,651 3,831,158
Plumb Balanced Fund
Thompson Plumb Growth Fund Registered investment company - Thompson 240,162 8,384,066
Plumb Growth Fund
Vanguard 500 Index Fund Registered investment company - Vanguard 81,121 6,582,969
500 Index Fund
Participant Loans* Rate during year 4.25% - 10.50% 2,348,625 $2,348,625
Total assets held for investment purposes $134,876,939
* 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 30, 2003 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, 2002
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
Exhibit 99.1 Certification under Section 906 of Sarbanes-Oxley Act of 2002
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