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Consolidated Papers Inc – ‘35-APP/A’ on 8/30/00

On: Wednesday, 8/30/00, at 5:13pm ET · Accession #: 914760-0-244 · File #: 31-01049

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/30/00  Consolidated Papers Inc           35-APP/A               4:85K                                    McDermott Will… Emery/FA

Amendment to Statement Concerning a Proposed Transaction — Form 35-APP
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 35-APP/A    Amendment No. 2                                       21     73K 
 2: EX-99.H-1   Proposed Form of Notice                                3     15K 
 3: EX-99.I-1   Stora Enso Energy Assets                               3     11K 
 4: EX-99.K-1   Agreement for Purchase and Sale of Stock              16     52K

35-APP/A — Amendment No. 2
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) CWPCo Contributions to Consolidated Papers CWPCo Contributions to Stora Enso/Consolidated Papers Combined Company
1	1st Page - Filing Submission
12	CWPCo Contributions to Stora Enso/Consolidated Papers Combined Company
13	CWPCo Contributions to Consolidated Papers

35-APP/A 1st Page of 21 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------------------------------------------------------------------------
 Amendment No. 2
to
 APPLICATION
 UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

--------------------------------------------------------------------------------
      Consolidated Papers, Inc.               Stora Enso Acquisition, Inc.
        510 High Street                         Two Landmark Square, 3rd Floor
 Wisconsin Rapids, WI  54495-8050        Stamford, CT 06901-2792

(Name of company filing this statement and address
 of principal executive offices)

--------------------------------------------------------------------------------
None
 (Name of top registered holding company
parent of each applicant or declarant)

--------------------------------------------------------------------------------
 Carl H. Wartman
 Consolidated Papers, Inc.
 Secretary and General Counsel
 510 High Street
 P.O. Box 8050
 Wisconsin Rapids, WI 54495-8050

 (Name and address of agent for service)

--------------------------------------------------------------------------------
 The Commission is also requested to send copies
of any communications in connection with this matter to:

Sara D. Schotland                           Michael S. Nolan            
Cleary, Gottlieb, Steen & Hamilton          Foley & Lardner             
2000 Pennsylvania Avenue, N.W.              777 East Wisconsin Avenue   
Washington, D.C.  20006-1801                Milwaukee, WI  53202-5367   

    (Counsel for Stora Enso                    (Counsel for Consolidated Papers,
Acquisition, Inc.)                         Inc.)                        

35-APP/A 2nd Page of 21 TOC 1st Previous Next ↓Bottom Just 2nd
APPLICATION FOR EXEMPTION FROM THE PROVISIONS OF THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 PURSUANT TO
 SECTION 3(a)(3)

                  Consolidated   Papers,    Inc.,   a   Wisconsin    corporation
("Consolidated   Papers"),  and  Stora  Enso  Acquisition,   Inc.,  a  Wisconsin
corporation  (the "Surviving  Corporation"  following the transaction  described
below and, together with Consolidated  Papers, the  "Applicants"),  hereby apply
for an order declaring them and their respective subsidiary companies as such to
be exempt from the provisions of the Public Utility Holding Company Act of 1935,
as amended (the "1935 Act" or the "Act"),  other than Section 9(a)(2),  pursuant
to Section 3(a)(3),  upon completion of the transaction  described below.  Stora
Enso Oyj ("Stora Enso"),  a Finnish  corporation and the parent of the Surviving
Corporation, will rely on the exemption provided by Rule 10 under the Act.      

DESCRIPTION OF THE ACQUISITION                                                  
------------------------------                                                  

                  Pursuant to an Agreement  and Plan of Merger,  dated  February
22, 2000 (the "Merger Agreement"),  by and among Consolidated Papers, Stora Enso
and the  Surviving  Corporation,  Stora Enso will acquire  Consolidated  Papers,
through a merger of Consolidated Papers with and into the Surviving Corporation,
for aggregate consideration of approximately $4.8 billion, including assumed net
debt of approximately $0.9 billion (the "Acquisition").                         

          A.       Description of the Parties to the Acquisition
                   ---------------------------------------------

1.       Stora Enso                         
----------                

                  Stora  Enso  is one of the  world's  leading  forest  industry
companies.  Stora Enso was formed through the  combination of Finland's Enso Oyj
and Sweden's Stora Kopparbergs  Bergslags  Aktiebolag (publ) at the end of 1998.
To date this combination has been extremely                                     

35-APP/A 3rd Page of 21 TOC 1st Previous Next ↓Bottom Just 3rd
successful,  with synergies more than double targeted  levels.  Stora Enso is an
integrated  forest products group that manufactures  magazine paper,  newsprint,
fine paper and packaging boards, supported by 2.1 million hectares of productive
forestland.   Stora  Enso  holds   strong   global   positions  in  all  of  the
aforementioned product areas. Stora Enso employs approximately 40,000 people and
maintains operations in Europe, Asia and North America. Additionally, Stora Enso
has sales and marketing organizations throughout the world.                     

                  Stora Enso is engaged in the  ownership  and/or  operation  of
electric utility assets in connection with its primary forest industry business,
both directly and through various  foreign  subsidiaries  (the "Foreign  Subs").
Stora Enso and its subsidiaries have no electricity generation,  transmission or
distribution  operations,  or any other  electricity  operations,  in the United
States.  Stora Enso's  current  activities in the United  States,  including the
activities of its subsidiary Stora Enso North America Corporation, relate solely
to the marketing and sale of paper and board products.                          

                  Stora Enso is, and will remain,  an electric  utility  company
within  the  meaning  of the  Act  because  it  directly  owns  and/or  operates
generation  facilities  located  at  mill  sites,  as  well  as  the  Huruskoski
hydroelectric  plant,  all in  Finland.1  Stora  Enso  has  filed  a  Form  U-57
qualifying  the Foreign Subs as exempt  "foreign  utility  companies" or "FUCOs"
within  the  meaning  of  Section  33 of the  Act.  Accordingly,  Stora  Enso is
currently a public utility  company but not a holding company or an affiliate of
any public utility company.                                                     

__________________                                                              
1   Stora Enso recently sold the major part of the power  assets  outside  Stora
Enso's mills in Sweden and Finland to an unrelated third party.  The assets sold
included a total of 1,511 megawatts ("MW") of electricity  generation  capacity,
of which 1,096 MW is hydro power,  301 MW is nuclear power and the remaining 114
MW is oil and coal power. The transaction also involved the transfer of regional
distribution networks and power sales contracts in Sweden.                      

35-APP/A 4th Page of 21 TOC 1st Previous Next ↓Bottom Just 4th
2.       Consolidated Papers                
-------------------       

                  Consolidated  Papers,  which  is  headquartered  in  Wisconsin
Rapids,  Wisconsin,  is North  America's  largest  producer of coated  paper and
supercalendered  printing  papers,  as  well  as  the  leading  manufacturer  of
specialty  papers.  Consolidated  Papers employs about 6,800 people and operates
manufacturing facilities in Biron, Kimberly, Niagara, Stevens Point, Whiting and
Wisconsin  Rapids,  Wisconsin,  as well as in  Duluth,  Minnesota.  Consolidated
Papers owns and manages  nearly  700,000  acres of  forestland  in the States of
Wisconsin,  Michigan, and Minnesota and in Ontario, Canada. Consolidated Papers,
which is currently exempt from registration under Section 3(a)(1) of the Act, is
a holding company by reason of its ownership of Consolidated Water Power Company
("CWPCo").                                                                      

                  The  properties of CWPCo are used primarily for the generation
and local  distribution  of  electric  energy  sold to  Consolidated  Papers and
consumed at  Consolidated  Papers'  plants.  In addition,  they are used for the
generation  and  local  transmission  and  distribution  of  electric  energy as
follows:                                                                        

                  a. Distributed by it at retail directly to  approximately  one
thousand residential, commercial, industrial, and rural consumers in the City of
Wisconsin  Rapids,  Village of Biron,  and Town of Grand  Rapids,  Wood  County,
Wisconsin, and the Towns of Plover and Grant, Portage County, Wisconsin.        

                  b.  Infrequent  sales  of  excess  power to  Wisconsin  Public
Service Corporation under a service agreement pursuant to WPSC's W3 FERC tariff.

In  addition,  CWPCo has  powerhouses  and dams for the  generation  of electric
energy at the Cities of Wisconsin Rapids and Stevens Point, Wisconsin;  Villages
of Biron  and  Whiting,  Wisconsin;                                             

35-APP/A 5th Page of 21 TOC 1st Previous Next ↓Bottom Just 5th
and Town of Eau Pleine, Portage County,  Wisconsin. It has electric distribution
lines  connecting  its  system  with the plants of  Consolidated  Papers and the
electric  transmission system of WPSC. CWPCo also owns an electric  transmission
line  connecting it to the  hydroelectric  facilities  of Wisconsin  River Power
Company ("RiverCo") and the electric  transmission system of Wisconsin Power and
Light  Company.  CWPCo owns all necessary  land and flowage rights in connection
with said dams and necessary for the operation of its hydroelectric plants.     

                  None of the  properties  of  CWPCo  used  for the  generation,
transmission,  or distribution of electric energy for sale is located outside of
the  Counties of Wood,  Portage,  Marathon,  and Adams,  Wisconsin.  No electric
energy  is  sold  or  delivered  by  it  outside  of  the  State  of  Wisconsin.
Occasionally,  electric  energy is received by it at the borders of the State of
Wisconsin.                                                                      
                  Through  CWPCo,  Consolidated  Papers owns a 33.8% interest in
RiverCo.  On  August  25,  2000,  Consolidated  Papers  issued  a press  release
announcing  that CWPCo was  selling its RiverCo  interest  to  Wisconsin  Public
Service Corporation. Pending completion of the sale, CWPCo has undertaken not to
vote its shares in RiverCo. Accordingly,  Consolidated Papers is an affiliate of
only one public utility company, that is, CWPCo.2                               

3.       The Surviving Corporation          
------------------------- 
__________________                                                              
2   Under Section 9(a)(2),  SEC  approval  must be obtained  with respect to the
acquisition  of any security of any public  utility  company by "any person" who
is, or will by virtue of an acquisition,  become an affiliate within the meaning
of  Section  2(a)(11)(A)  of two  or  more  public  utility  companies.  Section
2(a)(11)(A)  defines an "affiliate"  of a specified  company as "any person that
directly or indirectly  owns,  controls,  or holds with power to vote,  five per
centum or more of the outstanding voting securities of such specified  company."
In the instant matter,  Stora Enso will become an affiliate of only one utility,
CWPCo.2  Accordingly,  Section  9(a)(2)  by its  terms  does not  apply.  Accord
Registered  Public-Utility Holding Companies and  Internationalization,  Holding
Co. Act Release No. 27110 (Dec. 14, 1999) ("An entity that has no public utility
affiliate  may acquire the  securities of a single  utility  without the need to
seek or obtain our prior  authorization.  This acquisition,  which is known as a
'first bite,' would not be subject to Section 9(a)(2).").                       

35-APP/A 6th Page of 21 TOC 1st Previous Next ↓Bottom Just 6th
                  The  Surviving  Corporation  is a newly  formed  wholly  owned
subsidiary of Stora Enso with no operating  history.  Upon  consummation  of the
Acquisition,  the  Surviving  Corporation  will,  as a  matter  of  law,  assume
possession of all the assets and liabilities of Consolidated Papers.            

B.       The Acquisition                    
---------------           

                  The  Acquisition  will  provide  the  opportunity  to maximize
returns on investment for the shareholders of Consolidated Papers and Stora Enso
and an excellent  match between the two  companies  given  Consolidated  Papers'
strengths in Stora Enso's core product areas.  The combined  enterprise  will be
the second largest producer of paper and board by capacity worldwide, with total
1999  sales  of  approximately  $13.2  billion3  and  total  paper  capacity  of
15,000,000 metric tons.                                                         

                  Under the terms of the Merger Agreement,  Consolidated  Papers
will merge  with and into the  Surviving  Corporation  and all of the issued and
outstanding shares of common stock of Consolidated Papers will be converted,  at
the election of the holder,  into cash or Stora Enso ADSs  (American  Depositary
Shares  representing an interest in underlying  Series R shares of Stora Enso to
facilitate  trading in the United  States),  or a combination  of cash and ADSs,
with a value of $44.00 per  Consolidated  Papers share.  Each ADS will represent
one Series R share of Stora Enso. Consolidated Papers shareholders' elections of
cash or ADSs will be pro-rated, to                                              

__________________                                                              
3   See table entitled  "CWPCo  Contributions to Consolidated  Papers" below and
table entitled "CWPCo Contributions to Stora  Enso/Consolidated  Papers Combined
Company" in footnote 6.                                                         

35-APP/A 7th Page of 21 TOC 1st Previous Next ↓Bottom Just 7th
the  extent  necessary,  so as to  maintain  a 50%  cash  and 50% ADS  aggregate
consideration mix.4 The transaction has been unanimously  approved by the boards
of directors of both companies.  Assuming 140 million Stora Enso Series R shares
are issued, Consolidated Papers shareholders would receive approximately a 15.5%
economic interest and 5.0% of the vote in Stora Enso.                           

                  The ADSs are registered with the SEC and will be listed on the
New York Stock Exchange,  Inc.  ("NYSE").  The ADSs were approved for listing on
NYSE  on  August  25,  2000.  The  Acquisition  is  expected  to  result  in the
establishment  of a liquid  market  for the Stora  Enso  ADSs with an  estimated
initial float of approximately $2 billion.  The Applicants  currently expect the
transaction to close on or about August 31, 2000.                               

                  The Surviving  Corporation  will survive the  transaction as a
direct  first-tier  Wisconsin  subsidiary  of Stora Enso under a new name "Stora
Enso Consolidated Papers, Inc." Consolidated Papers' existing  subsidiaries will
maintain  their current status as direct or indirect  subsidiaries,  as the case
may be, of the Surviving  Corporation.  The Surviving  Corporation will remain a
Wisconsin  corporation with its principal executive offices in Wisconsin Rapids,
Wisconsin.  Stora Enso will remain a Finnish  corporation.  The Merger Agreement
provides  that the  current  officers  of  Consolidated  Papers  will remain the
officers  of the  Surviving  Corporation  and that  George W. Mead,  the current
chairman of Consolidated  Papers,  will, subject to the approval of Stora Enso's
shareholders,  join the board of directors of Stora Enso upon  completion of the
transaction.                                                                    

__________________                                                              
4   The exchange  ratio for Consolidated  Papers shares converted into ADSs will
be between  2.678 and 3.621 ADSs per  Consolidated  Papers  share,  based on the
average  trading value of Stora Enso Series R shares over a period just prior to
the closing,  as necessary to provide  $44.00 in value per share.  However,  the
exchange ratio will be fixed at 2.678 ADSs for each Consolidated Papers share if
Stora Enso  Series R shares are then  trading at an average  EUR  trading  price
higher than a $16.43  equivalent and will be fixed at 3.621 ADSs if the Series R
shares are then trading at an average below a $12.15 equivalent.                

35-APP/A 8th Page of 21 TOC 1st Previous Next ↓Bottom Just 8th
                  Consummation  of the transaction is subject to approval by the
shareholders  of both  companies.  The Acquisition is subject to the approval by
the holders of at least two-thirds of the outstanding Consolidated Papers common
stock and the issuance of ADSs in the  Acquisition is subject to approval by the
holders of  two-thirds  by number and  voting  power of the Stora Enso  Series A
shares and the Stora Enso Series R shares  present and voting as a single  class
at a meeting called for the purpose of voting on such matter. The Stora Enso and
Consolidated  Papers  shareholders  have  approved the  Acquisition  and related
matters.                                                                        

                  The  Acquisition  also has been subject to certain  regulatory
approvals.  An  application  for  approval  was filed  with the  Federal  Energy
Regulatory  Commission  ("FERC") on March 23, 2000 and FERC granted  approval on
June 15, 2000.  See Exhibits D-1 and D-2. The  Acquisition  does not require the
approval of the Public Service Commission of Wisconsin ("PSCW"), as Consolidated
Papers is  exempt  from the  Wisconsin  Public  Utilities  Holding  Company  Act
("WPUHCA").  A  petition  for a  declaratory  ruling  confirming  that  no  such
approvals  are required and that the  Surviving  Corporation  will remain exempt
from  WPUHCA was filed with PSCW on March 22,  2000.  See  Exhibit  D-3.  At its
meeting held on July 20, 2000,  PSCW granted the requested  ruling.  See Exhibit
D-4. The Acquisition was notified to the antitrust  authorities  pursuant to the
Hart-Scott-Rodino  Antitrust Improvements Act of 1976 (the "HSR Act") and to the
provisions of similar antitrust or competition laws in other jurisdictions where
the  companies  operate.  Early  termination  of the HSR Act waiting  period was
granted on April 24, 2000.                                                      

                  For the reasons set forth herein,  Consolidated Papers and the
Surviving  Corporation  qualify for an exemption from registration under Section
3(a)(3) of the Act.                                                             

35-APP/A 9th Page of 21 TOC 1st Previous Next ↓Bottom Just 9th
APPLICABLE STATUTORY PROVISIONS                                                 
-------------------------------                                                 

SECTION 3(a)(3)                             

              Section 3(a)(3) provides for exemption where a company is:

                  only  incidentally a holding company,  being primarily engaged
                  or  interested  in one  or  more  businesses  other  than  the
                  business of a public  utility  company  and (A) not  deriving,
                  directly or  indirectly,  any material part of its income from
                  any one or more subsidiary  companies,  the principal business
                  of which is that of a public utility company,  or (B) deriving
                  a  material  part of its  income  from  any  one or more  such
                  subsidiary  companies,  if  substantially  all the outstanding
                  securities   of  such   companies   are  owned,   directly  or
indirectly, by such holding company.        

Consolidated  Papers  and the  Surviving  Corporation  qualify  for an  order of
exemption  under Section  3(a)(3)  because each of them  primarily  engages in a
business other than that of a public utility company, and (i) does not receive a
material  part  of its  income  from  its  small  nonexempt  utility  subsidiary
operations (Section 3(a)(3)(A)) or (ii) owns all outstanding securities of CWPCo
(Section 3(a)(3)(B)).                                                           

         1.       CWPCo's  Operations Are  Functionally  Related to Consolidated
                  --------------------------------------------------------------
                  Papers'  Primary   Nonutility  Business  and,  Following   the
                  --------------------------------------------------------------
                  Acquisition,  Will  be  Functionally  Related to the Surviving
                  --------------------------------------------------------------
Corporation's Primary Nonutility Business.  
------------------------------------------  

                  The Surviving Corporation will succeed to Consolidated Papers'
existing  paper  business  and the  utility  operations  of CWPCo will serve the
nonutility  operations  of the Surviving  Corporation  in the same way that they
currently  serve  those  of  Consolidated  Papers.  Thus,   Consolidated  Papers
satisfies and the Surviving  Corporation will satisfy the reverse  functionality
test of Section  3(a)(3).  In particular,  paper  companies have very frequently
qualified for Section 3(a)(3) exemptions.  E.g., James River Corp.,  Holding Co.
Act Release No. 22608 (August 19, 1982) (granting Section 3(a)(3) exemption with
respect to a wholly-owned                                                       

35-APP/A 10th Page of 21 TOC 1st Previous Next ↓Bottom Just 10th
power  subsidiary  that  supplied  most of its  power  to the  parent  company);
Hammermill  Paper  Co.,  Holding  Co.  Act  Release  No.  19474  (April 9, 1976)
(granting  Section  3(a)(3)  exemption  with  respect  to a  wholly-owned  power
subsidiary  that supplied 97% of its power output to the parent paper  company);
St.  Regis Paper Co.,  Holding Co. Act Release No.  19255  (November  20,  1975)
(granting  Section 3(a)(3)  exemption to a paper  manufacturer with respect to a
wholly-owned  power  subsidiary  that  supplied  78% of its power  output to the
parent  paper  company);  Gilman  Paper Co.,  Holding Co. Act Release No.  11534
(October  8,  1952)  (granting  Section  3(a)(3)  exemption  with  respect  to a
wholly-owned  power  subsidiary  that  supplied  most of its power to the parent
paper  company);  Nekoosa Paper Co.,  Holding Co. Act Release No. 2389 (November
22, 1940)  (granting  Section  3(a)(3)  exemption with respect to a wholly-owned
power  subsidiary  that purchased power not used by the parent paper company and
supplied it to the local residents).                                            

                  At present,  CWPCo's  total  annual sales of  electricity  are
about 1.4 TWh,  of which 99% is sold to  Consolidated  Papers.  CWPCo  generates
10-15% of its electricity  supply  annually,  and purchases the remaining amount
from the wholesale market.                                                      

         2.       The Surviving  Corporation Will Not Derive  a Material Part of
                  --------------------------------------------------------------
Its Income from CWPCo.                      
----------------------                      

                  CWPCo will be small in both a relative and absolute  sense. In
AES  Corporation,  Holding  Co. Act Release No.  27063 (Aug.  20,1999),  the SEC
observed that the same  materiality  test is applied under Sections  3(a)(3) and
3(a)(5),  i.e.,  the holding  company may derive no material  part of its income
from  electric  utility  subsidiaries.  In granting  AES's request for exemption
under Section  3(a)(5),  the SEC found that the utility  operations that AES was
acquiring  (CILCO) were small both in a relative sense (not material to AES) and
in an  absolute                                                                 

35-APP/A 11th Page of 21 TOC 1st Previous Next ↓Bottom Just 11th
sense.  The SEC first examined  whether CILCO was small in a relative sense. The
SEC found that in 1998 CILCO had  operating  revenues of $532.3  million and net
income of $41 million  versus AES's  operating  revenues of $2.4 billion and net
income of $311 million.  AES, Rel. No.  35-27063 (Aug. 20, 1999).  The SEC found
that on a pro forma basis CILCO, the utility  subsidiary of CILCORP,  would have
contributed 10.35% to AES's total operating revenues. Id.                       

                  In this matter, on a pro forma basis using 1999 numbers, CWPCo
would  represent only 2.13% of the Surviving  Corporation's  total revenues (and
only 0.30% of Stora Enso's total revenues).  CWPCo's sales analysis for the year
ended December 31, 1999 reports $39.2 million in total revenue, and $0.7 million
in net operating  revenue.  In contrast,  for the year ended  December 31, 1999,
Consolidated Papers (and hence, the Surviving Corporation) had total revenues of
approximately  $1.8  billion,  after  intercompany  eliminations,  and  its  net
operating revenues were  approximately $164 million.  CWPCo's net income of $1.7
million compares to Consolidated Papers' net income of $110.1 million.5         

                  In AES,  the SEC  assessed  the  contribution  of  CILCO  (the
utility  subsidiary of CILCORP) to the gross revenues,  net operating  revenues,
net  income  and net  assets of a pro forma  combined  AES/CILCORP  consolidated
holding  company.  According  to table 1 of the SEC's  decision,  on a pro forma
consolidated  basis, CILCO contributed 12.81% of 1998 gross revenues;  10.35% of
1998 net  operating  revenues;  12.54% of 1998 net  income and 7.78% of 1998 net
assets.                                                                         

                  In Gaz Metropolitain,  Holding Co. Act Release No. 26170 (Nov.
23, 1994), a Canadian  company  received an exemption  under Section  3(a)(5) in
connection with its indirect                                                    

__________________                                                              
5   The combined Stora Enso/Consolidated  Papers  enterprise would have had 1999
sales  revenues of  approximately  $13.2  billion on a pro forma basis.         

35-APP/A 12th Page of 21 TOC 1st Previous Next ↓Bottom Just 12th
acquisition of a Vermont gas utility.  The Vermont gas utility's revenues of $38
million,  net income of $2.8 million and customer base (24,600  customers)  were
relatively  small and represented 4.2% of the acquirer's  consolidated  revenues
and 3.1% of consolidated net income. By comparison, CWPCo contributes only 2.13%
of 1999 gross revenues,  0.43% of 1999 net operating revenues, 2.12% of 1999 net
income and 0.93% of 1999 net assets to  Consolidated  Papers.6  The  counterpart
figures  for CWPCo  and  Consolidated  Papers  for the past  three  years are as
follows:                                                                        

__________________                                                              
6  CWPCo would have represented  0.30% of 1999 gross revenues, 0.04% of 1999 net
operating  revenues,  0.16% of 1999 net  income  and 0.16% of 1999 net assets of
Stora Enso on a pro forma consolidated  basis. The counterpart figures for CWPCo
and the combined Stora  Enso/Consolidated  Papers  enterprise would have been as
follows for the past three years:                                               

CWPCO CONTRIBUTIONS TO STORA ENSO/CONSOLIDATED PAPERS COMBINED COMPANY
 ($MM)

                                CWPCO         STORA     PRO FORMA     CWPCO AS %
                                            ENSO OYJ     COMBINED   OF PRO FORMA
                                                                      COMBINED
    TOTAL SALES         1997    $37.1      $10,650.9    $12,330.4        0.30%
    REVENUES            1998     38.4       11,174.5     13,163.9        0.29%
                        1999     39.2       11,330.2     13,169.0        0.30%

    NET OPERATING       1997     $1.0         $875.8     $1,185.3        0.08%
   REVENUES            1998      1.9          765.5      1,003.5        0.19
                       1999      0.7        1,510.7      1,674.5        0.04

    NET INCOME BEFORE   1997     $1.5         $677.5       $867.9        0.17%
   TAXES               1998      2.4          361.6        539.8        0.44
                       1999      1.7        1,226.7      1,336.4        0.13

     NET INCOME         1997     $1.0         $435.7       $553.7        0.18%
                       1998      2.0          203.5        305.9        0.65
                       1999      1.4          801.6        867.7        0.16

     NET ASSETS         1999    $30.4      $16,569.7    $19,917.2        0.15%
                       1998     32.5       16,419.6     20,047.0        0.16

The  calculations  in this table are based on the  assumption  that  Euro/Dollar
exchange  rate of  1:1.0653  (an  average  noon  buying  rate for the year ended
December 31, 1999, as reported in the Federal  Reserve  Statistical  Release No.
G5A (405,  January 3, 2000)) is applicable  to all the periods  reflected in the
table.  Stora  Enso's  financial  information  presented  in the  table has been
calculated in accordance with International  Accounting Standards ("IAS"). Stora

35-APP/A 13th Page of 21 TOC 1st Previous Next ↓Bottom Just 13th
CWPCO CONTRIBUTIONS TO CONSOLIDATED PAPERS
 ($MM)

                                                                    CWPCO AS
                                             CONSOLIDATED PAPERS    % OF TOTAL
                                                 (EXCL. CWPCO)      CONSOLIDATED
                                 CWPCO                            PAPERS

      TOTAL SALES       1997     $37.1          $1,642.4           2.21%
      REVENUES         1998      38.4           1,951.0           1.93
                       1999      39.2           1,799.6           2.13

     NET OPERATING      1997      $1.0            $208.5           0.48%
       REVENUES         1998       1.9             236.1           0.80%
                        1999       0.7             163.1           0.43%

      NET INCOME        1997      $1.5            $188.9           0.79%
     BEFORE TAXES       1998       2.4             175.8            1.35
                        1999       1.7             108.4            1.54

       NET INCOME        1997      $1.0            $117.0            0.85%
                        1998       2.0             100.4            1.95
                        1999       1.4              64.7            2.12

      NET ASSETS        1997     $30.4          $3,317.1           0.91%
                       1998      32.5           3,594.9           0.90
                       1999      32.8           3,493.4           0.93

                  In  AES,  the SEC  assessed  whether  CILCO  was  small  in an
absolute sense by considering  what proportion  CILCO  represented of Illinois's
electricity   revenues  and  of  that  State's  electricity   customers.   CILCO
represented only 2.8% of the State's electric utility revenues and 3.4% of State
customers. Like CILCO, CWPCo is a minute factor in the State of Wisconsin: CWPCo
represents only 1.1% of Wisconsin's electricity revenues and less than 1%       

--------------------------------------------------------------------------------
Enso's 1999 financial statements were reconciled to U.S. GAAP in connection with
the  registration of Stora Enso's ADSs and are included in the Definitive  Proxy
Statement/Prospectus.  See Exhibit  C-1. If the Stora Enso figures in this table
were  calculated  in  accordance  with  U.S.  GAAP,  some  of  the  numbers  and
percentages would be different.  Even after giving effect to the  reconciliation
with U.S. GAAP,  CWPCo's  contribution to the pro forma combined entity does not
exceed 1% in any category for 1999.                                             

35-APP/A 14th Page of 21 TOC 1st Previous Next ↓Bottom Just 14th
of its customers.7 CILCO represented only 0.9% of its region's  revenues,  while
CWPCo  represents  less than 0.29% of the  Mid-American  Interconnected  Network
("MAIN") region's revenues. Unlike CILCO, which was a relatively significant gas
utility, CWPCo does not engage in the gas utility business.  Thus, both from the
perspective of relative  size/materiality  and from the  perspective of absolute
size, CWPCo satisfies the Section 3(a)(3) requirement that revenues derived from
U.S.  utility  subsidiary  interests  are not  material  in relative or absolute
terms.                                                                          

                  Viewed in light of the AES and Gaz  Metropolitain  precedents,
Consolidated  Papers and Stora Enso  represent  an a fortiori  case.  CWPCo is a
smaller  utility  both in an  absolute  sense  (amount  of sales  and  number of
customers) and in a relative sense (relative to Consolidated Papers and/or Stora
Enso) than the utility interests at issue in AES and Gaz  Metropolitan.  Compare
Cities Service Co. 8 SEC 318 (1940) (Section 3(a)(3) exemption unavailable where
utility  operations  accounted for 47.3% of holding  company assets and 32.6% of
revenues).                                                                      

      2.       Consolidated Papers Owns and the Surviving Corporation Will
               -----------------------------------------------------------
                  Own Substantially  All of the Outstanding Securities of CWPCo.
                  --------------------------------------------------------------

                  Section  3(a)(3)(B)  of the Act provides an exemption in cases
where an  "incidental"  holding  company  owns  "substantially  all  outstanding
securities"  of a public  utility,  regardless  of whether such holding  company
derives a  material  part of its  income  from its  public  utility  subsidiary.
Consolidated  Papers owns and the Surviving  Corporation will own  substantially
all of the outstanding  securities of CWPCo. Thus, even though CWPCo is small in

__________________                                                              

7   CWPCo's  1998  electric revenue  was  $38,215,340,  compared to  Wisconsin's
statewide  retail electric  revenues of  $3,375,961,000.  In 1998,  CWPCo served
1,035 of Wisconsin's 2,536,715 retail electric consumers.  Wisconsin figures are
taken from ftp://ftp.eia.doe.gov/pub/pdf/electricity/054098.pdf, at page 217.   
----------------------------------------------------      

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the absolute,  as well as the relative  sense, it  independently  satisifies the
requirements of Section 3(a)(3)(B).                                             

         3.       Exemption   of  Consolidated  Papers  and   of  the  Surviving
                  --------------------------------------------------------------
                  Corporation  Satisfies  the "Public Interest"  Test of Section
                  --------------------------------------------------------------
3(a).                                       
-----                                       

                  Under the  "unless  and except"  clause of Section  3(a),  the
Commission  has the  authority  to deny a request  for  exemption  if it were to
determine  that  granting  the  exemption  would be  "detrimental  to the public
interest  or  to  the  interest  of  investors  or  consumers."   The  Surviving
Corporation  will succeed to the rights,  duties and obligations of Consolidated
Papers,  which is already  exempt under one of the  paragraphs  of Section 3(a).
Moreover,  no  public  interest  concerns  are  presented  with  respect  to the
Surviving  Corporation.  First,  the  Acquisition  preserves  what is already an
economical  and  efficient  operation.   Second,  Stora  Enso's  acquisition  of
Consolidated  Papers will foster  economic  efficiency.  Apart from  substantial
synergies  expected for the paper business,  the transaction will offer a modest
benefit to Consolidated Papers' small U.S. utility operations. In the event that
additional  capital  is  needed  for  expansion,  Stora  Enso by  virtue  of its
extensive  financial  resources  will  enhance  Consolidated  Papers'  borrowing
capability.8                                                                    

                  At the same time,  Stora Enso's  acquisition  of  Consolidated
Papers (i) will not  diminish  CWPCo's  ability to provide  adequate,  reliable,
efficient,  and safe utility service;  (ii) will not impair the ability of CWPCo
to raise  necessary  capital on  reasonable  terms or to  maintain a  reasonable
capital  structure;  (iii) will not  undermine  the  ability of PSCW to regulate
CWPCo's  retail  operations;  (iv) is not likely to have any  adverse  impact on
retail electricity customers of                                                 

__________________                                                              
8   See WPL  Holdings,  Inc., Holding Co. Act Release No. 25377 (Sept. 18, 1991)
(restructuring will help financing alternatives).                               

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CWPCo;  (v) does not  present  significant  opportunity  for  abusive  affiliate
transactions  or  cross-subsidization;   and  (vi)  is  not  likely  to  have  a
significant adverse effect on competition.                                      

REGULATORY APPROVALS                                                            
--------------------                                                            

                  Consummation  of the Acquisition is subject to approval by the
holders of at least  two-thirds of the  outstanding  Consolidated  Papers common
stock.  Issuance of Stora Enso ADSs in the Acquisition is subject to approval by
the holders of  two-thirds by number and voting power of the Stora Enso Series A
shares and the Stora Enso Series R shares  present and voting as a single  class
at a meeting called for the purpose of voting on such matter. The Stora Enso and
Consolidated  Papers  shareholders  have  approved the  Acquisition  and related
matters.  Stora Enso's registration  statement relating to the ADSs was declared
effective by the SEC on July 28, 2000, and the ADSs were approved for listing on
NYSE on August 25, 2000.                                                        

                  The  Acquisition  was also  subject to  approval  by FERC.  An
application  for such  approval was filed on March 23, 2000 and on June 15, 2000
FERC granted its approval. Exhibits D-1 and D-2.                                

                  Stora  Enso  and  Consolidated  Papers  applied  to PSCW for a
declaratory order confirming that the Surviving  Corporation will continue to be
exempt from the provisions of WPUHCA,  which includes the  requirement  that the
sum of the assets of all  non-utility  affiliates in a holding company system of
any holding  company  formed on or after November 28, 1985 may not exceed 25% of
the   assets   of   all    public    utility    affiliates.    See   also   Wis.
Stat.ss.196.795(5)(p).  See  petition  dated March 22, 2000.  Exhibit D-3.  PSCW
granted the  petition at its meeting  held on July 20,  2000.  Exhibit  D-4.    

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                  The Acquisition was subject to the notification  provisions of
the HSR Act and to the provisions of similar  antitrust or  competition  laws in
other  jurisdictions  where the companies  operate.  The  antitrust  authorities
granted early termination of the HSR Act waiting period on April 24, 2000.      

PROCEDURE                                                                       
---------                                                                       

                  Consolidated Papers respectfully  requests that the Commission
issue its order  granting  and  permitting  the  requested  exemption as soon as
practicable.                                                                    

                  It is  submitted  that a  recommended  decision  by a  hearing
officer is not needed for approval of the proposed transaction.  The Division of
Investment  Management  may  assist  in  the  preparation  of  the  Commission's
decision. There should be no waiting period between issuance of the Commission's
Order and the date on which it is to become effective.                          

EXHIBITS AND FINANCIAL STATEMENTS                                               
---------------------------------                                               

A.       Exhibits.                          
--------                  

A-1               Articles of Incorporation of Consolidated  Papers  (previously
                  filed with the  Commission  as Exhibit  (3)(i)to  Consolidated
                  Papers'  Quarterly  Report on Form 10-Q for the quarter  ended
                  March 31, 1996, File No. 001-11359, and incorporated herein by
reference)                                  

A-2               By-Laws  of  Consolidated  Papers  (previously  filed with the
                  commission as Exhibit 3.B. to the Consolidated  Papers' Annual
                  Report  on Form 10-K for the year  ended  December  31,  1999,
                  filed on March 26, 1998, file No. 001-11359,  and incorporated
herein by reference)                        

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B-1               Agreement  and  Plan of  Merger  (previously  filed  with  the
                  Commission as Exhibit 2.1 to the Consolidated  Papers' Current
                  Report  on  Form  8-K,  filed  on  March  2,  2000,  File  No.
    001-11359, and incorporated herein by reference)

C-1               Definitive Proxy  Statement/Prospectus relating to the special
                  meeting  of  shareholders  of  Consolidated  Papers,  Inc.  to
                  approve the merger with Stora Enso (previously  filed with the
                  Commission  on  July  28,  2000,  File  No.   001-11359,   and
incorporated herein by reference)           

D-1               Application to FERC, filed on March 23, 2000 (previously filed
                  with the Commission as Exhibit D-2 to Stora Enso's Application
                  Under the Public Utility  Holding  Company Act of 1935 on Form
                  U-1,  filed  on  March  28,  2000,  File  No.  070-09651,  and
incorporated herein by reference)           

D-2               Order  Issued  by the  Federal  Energy  Regulatory  Commission
       pursuant to the application filed on March 22, 2000

D-3               Petition to the Public Service Commission of Wisconsin,  filed
                  on March 22, 2000  (previously  filed with the  Commission  as
                  Exhibit  D-1 to Stora  Enso's  application  under  the  Public
                  Utility  Holding  Company  Act of 1935 on Form  U-1,  filed on
                  March 28, 2000, File No. 070-09651, and incorporated herein by
reference)                                  

D-4               Order  Issued by the  Public  Service Commission  of Wisconsin
         pursuant to petition filed by CWPCo on March 22, 2000

E-1               Consolidated  Papers organization chart (previously filed with
                  the  Commission  as Exhibit  E-1 to Stora  Enso's  Application
                  Under the Public Utility  Holding  Company Act of 1935 on Form
                  U-1/A,  filed  on  May  9,  2000,  File  No.  070-09651,   and
incorporated herein by reference)           

F-1               Consolidated  Papers'  Quarterly  Report  on Form 10-Q for the
                  fiscal quarter ended March 31, 1999 (File No. 001-11359, filed
         on May 12, 2000 and incorporated herein by reference)

F-2               Consolidated Papers' Annual Report on Form 10-K for the fiscal
                  year ended  December  31, 1999 (File No.  001-11359,  filed on
        March 24, 2000 and incorporated herein by reference)

F-3               Consolidated Papers' Annual Report on Form 10-K for the fiscal
                  year ended  December  31, 1998 (File No.  001-11359,  filed on
         March 26, 1999, and incorporated herein by reference)

F-4               Consolidated  Papers  Statement  by  Holding  Company  on Form
                  U-3A-2 for the fiscal year ended  December  31, 1999 (File No.
                  69-53-3, filed on February 25, 2000 and incorporated herein by
reference)                                  

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F-5               Consolidated  Papers  Statement  by  Holding  Company  on Form
                  U-3A-2 for the fiscal year ended  December  31, 1998 (File No.
                  69-53-3, filed on February 25, 1999 and incorporated herein by
reference)                                  

F-6               Consolidated  Papers  Statement  by  Holding  Company  on Form
                  U-3A-2 for the fiscal year ended  December  31, 1997 (File No.
                  69-53-3, filed on February 24, 1998 and incorporated herein by
reference)                                  

G-1               Stora Enso's  Annual Report to the Finnish  National  Board of
                  Patents and  Registration  for the fiscal year ended  December
                  31, 1999 (previously  filed with the Commission as Exhibit G-1
                  to Stora Enso's  Application  Under the Public Utility Holding
                  Company Act of 1935 on Form U-1/A,  filed on May 9, 2000, File
        No. 070-09651, and incorporated herein by reference)

G-2               Stora Enso's  Annual Report to the Finnish  National  Board of
                  Patents and  Registration  for the fiscal year ended  December
                  31, 1998 (previously  filed with the Commission as Exhibit G-3
                  to Stora Enso's  Application  Under the Public Utility Holding
                  Company Act of 1935 on Form U-1/A,  filed on May 9, 2000, File
        No. 070-09651, and incorporated herein by reference)

H-1               Proposed Form of Notice (as revised, filed herewith)          

I-1               Stora Enso's Energy Assets (filed herewith)                   

J-1               Form U-57 (previously filed with the  Commission on August 29,
                  2000, File No. 073-00167 and incorporated herein by reference)

K-1               Agreement  for Purchase  and Sale of Stock of  Wisconsin River
                  Power  Company  between Wisconsin Public  Service  Corporation
         and Consolidated Water Power Company (filed herewith)

B.       Financial Statements               
--------------------      

FS-1              Consolidated Papers' Consolidated Balance Sheet as of December
                  31, 1999 (previously filed with the Commission in Consolidated
                  Papers'  Quarterly  Report on Form 10-Q for the quarter  ended
                  March 31, 2000  (Exhibit F-1  hereto),  filed on May 12, 2000,
             File No. 001-11359, and incorporated herein by reference)

FS-2              Consolidated Papers' Consolidated  Statement of Income for the
                  12 months ended December 31, 1999  (previously  filed with the
                  Commission in Consolidated  Papers'  Quarterly  Report on Form
                  10-Q  for the  quarter  ended  March  31,  2000  (Exhibit  F-1
hereto), filed on May 12, 2000, File No.    
    001-11359, and incorporated herein by reference)

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FS-3              Consolidated Papers' Consolidated Balance Sheet as of December
                  31, 1999 (previously filed with the Commission in Consolidated
                  Papers' Annual Report on Form 10-K for the year ended December
                  31, 1999 (Exhibit F-2 hereto),  filed on March 24, 2000,  File
        No. 001-11359, and incorporated herein by reference)

FS-4              Consolidated Papers' Consolidated  Statement of Income for the
                  12 months ended December 31, 1999  (previously  filed with the
                  Commission in Consolidated  Papers' Annual Report on Form 10-K
                  for the year ended  December  31, 1999  (Exhibit  F-2 hereto),
filed on March 24, 2000, File No. 001-11359,
and incorporated herein by reference)       

FS-5              Consolidated Papers' Consolidated Balance Sheet as of December
                  31, 1998 (previously filed with the Commission in Consolidated
                  Papers' Annual Report on Form 10-K for the year ended December
                  31, 1998 (Exhibit F-3 hereto),  filed March 26, 1999, File No.
    001-11359, and incorporated herein by reference)

FS-6              Consolidated Papers  Consolidated  Statement of Income for the
                  12 months ended December 31, 1998  (previously  filed with the
                  Commission in Consolidated  Papers' Annual Report on Form 10-K
                  for the year ended  December  31, 1998  (Exhibit  F-3 hereto),
                  filed March 26, 1999,  File No.  001-11359,  and  incorporated
herein by reference)                        

FS-7              Stora  Enso's  Consolidated  Balance  Sheet as of December 31,
                  1999, 1998 and 1997  (previously  filed with the Commission as
                  Exhibit  FS-1 to Stora  Enso's  Application  Under the  Public
                  Utility  Holding  Company  Act of 1935 on Form  U-1,  filed on
                  March 28, 2000, File No. 070-09651, and incorporated herein by
reference)                                  

FS-8              Stora  Enso's  Consolidated  Statement  of  Income  for the 12
                  months  ended  December 31,  1999,  1998 and 1997  (previously
                  filed  with the  Commission  as Exhibit  FS-2 to Stora  Enso's
                  Application  Under the Public Utility  Holding  Company Act of
       1935 on Form U-1, filed on March 28, 2000, File No.
    070-09651, and incorporated herein by reference)

35-APP/A Last Page of 21 TOC 1st Previous Next ↓Bottom Just 21st
 SIGNATURE

              Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused this Amendment  
to be signed on their behalf by the undersigned thereunto duly authorized.      

                                 CONSOLIDATED PAPERS, INC.

                                 By:   /s/ Carl H. Wartman
                                                 -------------------------------
                                          Name:  Carl H. Wartman
                                                  Title:   Secretary and General
                                             Counsel

                                    STORA ENSO ACQUISITION, INC.

                             By:   /s/ Erkki Autio
                                                 -------------------------------
                                     Name: Erkki Autio
                                               Title:   Vice President and
                                                         Assistant Secretary

Date:  August 30, 2000

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘35-APP/A’ Filing	Date	First	Last	Other Filings

	8/31/00	7		15-12G, 425, 8-K
Filed on:	8/30/00	21		425, 8-K
	8/29/00	19
	8/25/00	5	16	425, 8-K
	7/28/00	16	18	DEFM14A
	7/20/00	8	16	8-K
	6/15/00	8	16
	5/12/00	18	19	10-Q
	5/9/00	18	19
	4/24/00	8	17
	3/31/00	19		10-Q
	3/28/00	18	20
	3/24/00	18	20	10-K
	3/23/00	8	18
	3/22/00	8	18
	3/2/00	18		8-K
	2/25/00	18		U-3A-2
	2/22/00	2		8-K
	1/3/00	12
	12/31/99	11	20	10-K, 10-K405/A, U-3A-2
	12/14/99	5
	8/20/99	11
	3/31/99	18		10-Q
	3/26/99	18	20	10-K, 10-K/A
	2/25/99	19		U-3A-2
	12/31/98	18	20	10-K, 10-K/A, DEF 14A, U-3A-2
	3/26/98	17		DEF 14A
	2/24/98	19		U-3A-2
	12/31/97	19	20	10-K, DEF 14A, U-3A-2
	3/31/96	17		10-Q
	11/23/94	11
				List all Filings

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Consolidated Papers Inc – ‘35-APP/A’ on 8/30/00

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Amendment to Statement Concerning a Proposed Transaction — Form 35-APPFiling Table of Contents

35-APP/A — Amendment No. 2Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Statement Concerning a Proposed Transaction — Form 35-APP
Filing Table of Contents

35-APP/A — Amendment No. 2
Document Table of Contents