UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (date of earliest event reported): JULY 6, 2005WAUSAU PAPER CORP.
(Exact name of registrant as specified in its charter)
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
100 PAPER PLACE MOSINEE, WI54455-9099
(Address of principal executive offices, including Zip Code)
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
* Written communications pursuant to Rule 425 under the Securities Act (17
* Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
* Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
* Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT SECTION 2 - FINANCIAL INFORMATION ITEM 2.02. COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
On July 6, 2005, the Company announced plans to permanently close the
sulfite pulp mill at its Brokaw, Wisconsin, papermaking facility. Papermaking
operations at the Central Wisconsin facility will be unaffected by the closure,
as internally-generated sulfite pulp will be replaced by market pulp sourced
from existing suppliers. The plan to close the sulfite pulp mill was outlined
to affected employees on July 6.
The closure, which is due to the pulp mill's high cost of operations and
capital investment requirements related to the unit's aging plant and
equipment, is expected to take place by the end of 2005. The closure of the
sulfite pulp mill is expected to reduce the Company's average pre-tax cash cost
of operations by approximately $4 million annually, with avoided capital
investment adding another $4 million average annual benefit.
In 2004, the pulp mill supplied 80,000 tons of pulp, or approximately
half of the fiber requirements necessary to operate Brokaw's four paper
machines. The shutdown will affect approximately 60 permanent jobs.
Pre-tax closure and operating charges over the most recent and the next
four quarters are estimated to be approximately $44 million, consisting
primarily of non-cash charges related to the write-down of long-lived assets
and inventories. The charges also include one-time termination benefits and
other associated costs. Pre-tax closure charges of approximately $9 million,
$23 million, and $11 million are expected in the second, third, and fourth
quarters of 2005, respectively. The Company expects that the remaining pre-tax
closure costs of approximately $1 million will be incurred during the first two
quarters of 2006.
The estimated costs to be incurred by the Company include approximately
$33 million in accelerated depreciation charges through the anticipated closure
date, $6 million related to the write-down of pulpwood and other inventories,
$3 million in costs associated with the isolation of certain utility and other
operations from the ongoing papermaking operations, $1 million in training and
other employee-related costs, and $1 million in other related closure costs.
The Company estimates that, net of amounts received from the liquidation of
pulpwood inventories, cash needs to complete the closure will be minimal.
Including the $0.12 per share after-tax charge related to the sulfite
mill closure, the Company expects second quarter net losses of approximately
$0.06 per share, which is consistent with the Company's earlier guidance for
the second quarter.
FORWARD LOOKING STATEMENTS
Statements concerning the Company's announced closure of the Brokaw
sulfite pulp mill constitute forward-looking information regarding the Company
pursuant to the safe-harbor provisions of the Private Securities Litigation
Reform Act of 1995. While the Company believes that these forward-looking
statements are based on reasonable assumptions, such statements are not
guarantees of future performance, and all such statements involve risk and
uncertainties that could cause actual results to differ materially from those
contemplated in this report. The assumptions, risks, and uncertainties
relating to the forward-looking statements in this report include general
economic and business conditions, changes in the prices and supply of raw
materials or energy, competitive pricing in the markets served by the Company
as a result of economic conditions, overcapacity in the industry and the demand
for paper products, manufacturing problems at Company facilities and various
other risks and assumptions. These and other assumptions, risks, and
uncertainties are described under the caption "Cautionary Statement Regarding
Forward-Looking Information" in Item 1 of the Company's Annual Report on Form
10-K for the year ended December 31, 2004, and from time to time, in the
Company's other filings with the Securities and Exchange Commission. The
Company assumes no obligation to update or supplement forward-looking
statements that become untrue because of subsequent events.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITSExhibit 99.1 News release dated July 6, 2005SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WAUSAU PAPER CORP.
Date: July 6, 2005 By: SCOTT P. DOESCHERScott P. Doescher
Senior Vice President-Finance
EXHIBIT INDEXTO FORM 8-K OF WAUSAU-MOSINEE PAPER CORPORATION DATED JULY 6, 2005
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. Section 232.102(d))
99.1 NEWS RELEASE DATED JULY 6, 2005