Appendix — Rondeau v. Mosinee Paper Corp.

Supreme Court brief1975

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Text

INDEX

Page

Chronological List of Relevant Docket Entries 2

Summons and Complaint, Filed September 2, 1971 3

Answer of: Defendants, Filed October 5, 1971 32

Defendants’ Motion for Summary Judgment and Sup-

porting Affidavit, Filed December 27,1971 _. 27

Affidavit of L. C. Hammond, Jr., Filed January 17,

TOTS hee oes ee cane ..... 125

Affidavit ef Francis A. Rondeau in Support of Motion

for Summary Judgment, Filed January 26,1972 132

Opinion, Order and Judgment af United States District

Court for the Western District of Wisconsin, Filed

February 13, 1973 . 139

Notice of Appeal from Judgment, Fi'ed February 22,

i ¢ enter or ee 160

Decision of the United States Court of Appeals for the

Seventh Circuit, Filed July 16, 1974 161

Francis A. Rondeau’s Statement Filed Pursuant to

Section 13(d) of the Securities Exchange Act of

1934 for Mosinee Paper wae Dated Au-

gust 25,1971 .... ae 182

Francis A. Rondeau’s Amendment to Statement filed

Pursuant to Section 13(d) of the Securities Ex-

change Act of 1934 for Mosinee Paper Corpora-

tion, Dated September 29, 1971 197

Chronological List of Relevant Docket Entries

September 2, 1971—Filed plaintiff Mosinee Paper Cor-

poration’s complaint in United States District Court fer

the Western District of Wisconsin. ;

September 29, 1971—Filed motion to dismiss by Wausau

and Milwaukee Banks.

October 5, 1971—Filed answer of defendants except de-

fendant Banks.

December 27, 1971—Filed defendants’ motion for sum-

mary judgment (with supporting affidavit).

January 17, 1972—Filed plaintiff’s brief in opposition to

defendants’ motion for summary judgment, with support-

ing affidavit.

January 26, 1972—Filed affidavit of Francis A. Rondeau

in support of motion for summary judgment.

February 13, 1973—Filed District Court’s opinion and

order denying motion to dismiss and granting the motion

for summary judgment in favor of all defendants.

February 13, 1973—Filed District Court judgment.

February 22, 1973—Filed plaintiff’s notice of appeal.

July 16, 1974—Entered final judgment of Court of Ap-

peals for the Seventh Circuit reversing and remanding to

District Court. Costs are assessed against the appellees.

July 16, 1974—Filed Circuit Court of Appeals opinion

by Judge Swygert. (Judge Pell dissenting)

November 7, 1974—Mandate issued by Circuit Court of

Appeals.

November 11, 1974—District Court received a certified

copy of Circuit Court order reversing District Court’s

summary judgment and remanding for further proceedings.

TASER 2 a A Et Og Teta ebnae STN

UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF WISCONSIN

Civil Action File No. 71-C-335

MosINnEE }’APER CorporATION, a Wisconsin corporation,

Plaintiff

v. .

Francis A. Ronpgeau, Mostnee Cotp Srorace, Inc., a Wis-

consin gerporation, Francis Ronpgeav, INCORPORATED, a

Wisconsin corporation, Wausau Coitp Storace Com-

PANY, INc., a Wisconsin corporation, RonpEav FounpDa-

TION, a Wisconsin non-stock, non-profit corporation,

Ronpgeau Company, a Wisconsin limited partnership,

Grorce Ronpeau, First Wisconstn NaTionaL BANK OF

- Wausau, a Wisconsin corporation, and First NaTIonaL

Bank oF MitwavKeEez, a Wisconsin corporation

Defendants.

Summons

To the above named Defendants:

You are hereby summoned and required to serve upon

Laurénce C. Hammond, Jr.

of Quarles, Heriott, Clemmons, Teschner & Noelke

plaintiff’s attorney, whose address is

Laurence C. Hammond, Jr. ¥

Quarles, Heriott, Clemons, Teschner & Noelke

780 North Water Street ‘

Milwaukee, Wisconsin

an answer to the complaint which is herewith served upon

you, within 20 days after service of this summons u;:9n

you, exclusive of the day of service. If you fail to do so,

judgment by default will be taken against you for the relief

demanded in the complaint.

® /s/ Katharine L. Tolz

Katuarine L. Toirz

Deputy Clerk

Date: September 2, 1971

eee Nets BERS eas gia pl aR aN asa AB Lain tee

UNITED STATES DISTRICT COUBT

FOR THE WESTERN DISTRICT OF WISCONSIN

[Captign Omitted]

Complaint

MostnezE Paper Corporation (hereinafter ‘‘Mosinee’’),

for its complaint against the defendants above named,

alleges as follows:

PaRTIEs

(1) Mosinee is a Wisconsin corporation having its prin-

cipal place of business at Mosinee, Wisconsin. It is prin-

cipally engaged in the businesses of manufacturing, con-

verting and selling specialty papers, paper products, and

plastics. It consists of five operating centers: the Pulp and

Paper Divislon at Mosinee, Wisconsin; the Bay West >

Paper Company Division, the Calwis Company Division

and the Plastics Division, all in Green Bay, Wisconsin;

and the Converted Products Division at Columbus, Wis-

consin. Mosinee has been engaged at Mosinee, Wisconsin,

in the manufacture of Kraft industrial and specialty papers

since 1911. It has consistently been the principal employer

at Mosinee, and also is a principal employer at Columbus,

Wisconsin. Its only class of equity security sutstanding and

registered pursuant to Section 12 of the Securities Ex-

change Act of 1934 (15 U.S.C., Section 781). is common

stock, of which there were 806,177 shares outstanding as of

August 31, 1971.

(2) Defendant Francis A. Rondeau is an individual re-

siding at Maple Ridge Road, Mosinee, Wisconsin. He is

President and General Manager of defendant Mostnzz Cotp

Storace, Inc.; President of defendant Wausau Cotp Sror-

AGE Company, Inc.; Vice President and a director of de-

fendant First Wisconstn NationaL Bank or Wausau;

President and a director of defendant Francis Ronpgav,

IncorPoraTED; President and a director of defendant Ron-

peau FounpaTion; and a limited partner of defendant

Ronpgau & Company.

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s :

(3) Defendant Mostrez Coxtp Stonracg, Inc. is a Wiscon-

sin corporation having its principal place of business at

Mosinee, Wisconsin. It is engaged in the business of cold

storage of food commodities.

(4) Defendant Francis Ronpgav, InconporaTep is a Wis-

consin corporation having its principal place of business

at Mosinee, Wisconsin. It is engaged in the business of

purchasing and processing natural cheese products.

(5) Defendant Wausau Coitp Storace Company, Ine. is a

Wisconsin corporation having its principal place of busi-

ness at 832 Cleveland Avenue, Wausau, Wisconsin. It is

engaged in the business of cold storage of food commodi-

ties.

(6) Defendant Ronpgau Founpation is a Wisconsinnon-

stock, nonprofit corporation having its principal office at

Mosinee, Wisconsin. It is a charitable corporation.

(7) Defendant Ronpgau & Company is a Wisconsin

limited partnership having its principal office and place of

business at Mosinee, Wisconsin. It is composed of one gen-

eral partner, defendant George Rondeau, and nine limited

partners, including defendant Francis A. Rondeau. It owns

real estate and securities.

(8) Defendant Gzorcre Ronpgav is an individual residing

at 1004 Arnold Street, Rothschild, Wisconsin. He is Man-

ager, Treasurer and director of defendant Wausau Corp

Storace Company, Inc., and is the general partner of de-

fendant Ronpgau & Company.

(9) Defendant First Wisconsin NationaL Bank or Wav-

SAU is a Wisconsin corporation having its principal place of

business at 400 Scott Street, Wausau, Wisconsin.

(10) Defendant Fist Wisconsin Nationa Bank or Mu-

WAUKEE is a Wisconsin corporation having its principal

place of business at 741 North Water Street, Milwaukee,

Wisconsin.

Fe SR AO, me att eae dh PI IIE FL LOA OM Se Oe ae EER?

JURISDICTION AND VENUE

(11) Jurisdiction and venue of this action are based on

Section 27 of the Securities Exchange Act of 1934 (15

U.S.C. Section 78aa). Acts constituting the violations here-

inafter alleged occurred in the Western Judicial District

of Wisconsin, and defendants are found and do business

there.

First Ciaim

(12) Between late April and early June, 1971, it came to

the attention of Mosinee management that defendant Fran-

cis A. Rondeau uad acquired approximately 18,000 shares

constituting approximately 2% cf Mosinee’s common stock

outstanding. As a matter of stockholder relations, Mo-

sinee’s President, Clarence Scholtens, contacted Francis

Rondeau. At that time Francis Rondeau told Mr. Scholiens

that he was acquirirg Mosinee stock for purposes of .in-

vestment because he telt that the market price was reason-

able, that he had no intention or desire to control or in

any way affect the management of:Mosinee’s business, and

that he expected to acquire up to about 40,000 shares.

(13) In late July, 1971, it appeared from the stock trans-

fer records of Mosinee that Francis A. Rondeau and com-

panies or entities which he probably controlled (his asso-

ciates) then owned of record more than 40,309 shares of

Mosinee common stock, constituting more than 5% of

Mosinee’s common stock outstanding. Mosinee is informed

and believes that Francis A. Rondeau and his associates

became the beneficial owners of more than 5% of Mosinee’s

common stock outstanding some time in June, 1971.

(14) Since April 1, 1971 or prior thereto, defendants

Mosinee Cotp Srorace, Inc., Francis Ronpgeavu, Incorpo-

RATED, Wausau Cotp Srorace Company, Inc., Ronpgau

Founpation, Ronpzau & Company, Georce Ronpeav, and,

upon information and belief, other persons and entities

whose identities are not known to Mosinee, have acted with

Prancis A. Rondeau as a syndicate or other group for the

purpose of acquiring and holding Mosinee common stock,

their objective being to take over and control Mosinee.

Knowing that objective, defendants Fist Wisconsin Na-

TIONAL Bank or Wausau and First Wisconsin NaTionaL

Bank or Mitwavuxkez aided and abetted the group’s acqui-

sitions of Mosinee common stock by finavicing its purchases

thereof, all without securing or attempting to secure the

group’s compliance with provisions of the Securities Ex-

change Act of 1934 hereinafter alleged to have been vio-

lated.

(15) After acquiring the beneficial ownership of more

than 5% of Mosinee common stock outstanding, defendants

failed within ten days after such acquisition to send to

Mosinee at its principal executive office and to file with

the Securities and Exchange Commission a statement con-

tainitig the information required by Section 13D, in viola-

tion of Section 13(d)(1) of the Securities Exchange Act

of 1934 (15 U.S.C., Section 78m).

(16) Beginning on July 29, 1971, several attempts were

made by Mosinee’s Board Chairman, John E. Forester, to

contact Francis Rondeau by telephone to arrange a meet-

ing to ascertain his and his associates’ identities and back-

grounds, the sources and amounts of funds or other con-

sideration used by them in acquiring Mosinee stock, their

purposes, their interests in Mosinee stock, and other mat-

ters which defendants were required by Section 13(d) (1)

to disclose to Mosinee so that it, in turn, could apprise

Mosinee stockholders thereof. At first Mr. Forester re-

ceived no response to calls left for Francis Rondeau. There-

after, on July 30, 1971, Mr. Forester wrote a letter to Fran-

cis Rondeau, a copy of which is attached hereto as Exhibit

A. On August 3, 1971, Mr. Rondean called Mr. Forester by

telephone and stated that he was not willing to meet with

representatives of Mosinee unless his connsel was present,

and that his counsel would not be available until August

7 . 2 = © or > POET et 6 WEES ERAS RE

8 S80 LEE ELITE EEE LILLE BGI TERY: CR ae DIE OR NE ORS BORG AT cet LS AAAS a RN.

9, 1971. A meeting, convenient to counsel for Mr. Rondeau,

was scheduled for 1:00 P.M. on August 10, 1971,-in Mil-

waukee, Wisconsin. On August 9, 1971, Mr. Rondeau’s

attorney, Lyman A. Precourt of Milwaukee, Wisconsin,

called Mr. Forester, cancelled the meeting scheduled for

August 10, 1971, and declined to schedule another meeting.

In respect of that conversation, Mr. Forester wrote Francis

Rondeau the letter dated August 9, 1971, a copy of which

is attached hereto as Exhibit B. Shortly thereafter, Mosinee

received the letter dated August 9, 1971, attached hereto

as Exhibit C, from Mr. Rondeau’s attorney to Mr. Forester.

(17) Defendants’ failure to disclose to Mosinee and the

Securities and Exchange Commission, and hence the share-

holders and investing public generally, the information re-

quired by Schedule 13D was a device, scheme and artifice

to defraud Mosinee and its stockholders, an omission to

state material facts necessary in order to make statements

made by Francis A. Rondeau not misleading, and a fraud

and deceit upon Mosinee and its stockholders in connec-

tion with defendants’ acquisition of Mosinee common

stock, in violation of Sections 10(b) and 14(e) of the Se-

curities Exchange Act of 1934 (15 U.S.C., Section 78),

78n).

(18) Stockholders of Mosinee who sold shares without

the information which defendants were required to disclose

lacked information material to their decision whether to

sell or hold. Mosinee was unable to communicate such in-

formation to its stockholders, and to take such actions as

their interest required, including advising them that Fran-

cis Rondeau and his associates apparently have no experi-

ence whatsoever in the business of manufacturing and

selling specialty papers, and it is believed that for them

effectively to obtain control of Mosinee would have disas-

trous consequences for remaining Mosinee stockholders.

.Seconp CLAIM

(19) On or about August 25, 1971, approximately 60 days

after they became the beneficial owners of more than 5%

of Mosinee’s common stock outstanding, and after the

predding and exchanges described in paragraph 16, above,

defendants mailed to Mosinee at its principal executive

office the Schedule 13D, a copy of which is mttanuee hereto

as Exhibit D.

(20) The Schedule 13D belatediy filed by defendants is

incomplete and misleading:in the following respects:

(A) In stating the purposes of their acquisition

(Schedule 13D, Item 4 at page 10), Mr. Rondeau and

his associates state that their ‘‘investments as orig-

inally determined were and are not necessarily made

with the objective’’ ‘‘to obtain effective control’’ of

Mosinee. Mosinee is informed and believes that defend-

ants’ acquisitions of Mosinee stock were made with

that objective.

(B) Schedule 13D requires disclosure of the source

and amount of funds or other consideration used or to

be used in making the purchases. Defendants’ Sched-

ule 13D (Item 3, page 9) discloses that $477,000 loaned

to them by defendants First Wisconsin NaTIONAL BaNK

or Wausau and First Wisconstn Nationa, BANK OF

MitwavkEE financed their purchases of Mosinee com-

mon stock, and that such loans have been repaid. Funds

used to repay those loans were funds used in making

the purchases, although the sources thereof are not

disclosed.

fendants state that they are considering investing ap-

proximately $3,600,000 of additional funds in common

stock of Mosinee. The anticipated sources of $2,200,000

thereof are identified. The source of the balance of

$1,400,000 is not identified, except to state that it will

‘*be borrowed although no commitments for any such

SRT We. Sa ce: - 2

borrowings or loans have been entered into or have

gone beyond the negotiation and discussion stage.’’

Defendants are required by statute also to disclose

the sources of such borrowings or loans being nego-

tiated and discussed.

(D) Mosinee is informed and believes that individ-

uals and entities whose identities and backgrounds are

not disclosed by the Schedule 13D filed are acting as

a group with defendants for the purpose of acquiring

and holding common stock of Mosinee with the pur-

pose of obtaining effective control of Mosinee.

(E) Item 5 at page 11 of the Schedule 13D indicates

(i) that defendant Francis A. Rondeau owns of record

and beneficially 45,911 shares, whereas Mosinee’s stock

transfer records indicate that he and his nominees own

of record 50,361 shares; (ii) that defendant Mosiner

Corp Srorace, Inc. owns of record and _ beneficially

7,250 shares, whereas Mosinee’s stock transfer records

indicate that it owns of record 4,200 shares; (iii) that

defendant Francis Ronpeavu, INcorPoRATED owns of

record and beneficially 7,800 shares, whereas Mosinee’s

stock transfer records indicate that it owns of record

5,500 shares; (iv) that defendant Wausau Cotp Sror-

AGE Company, Inc. owns of record and _ beneficially

1,800 shares, whereas Mosinee’s stock transfer ree-

ords indicate that it owns of record 2,300 shares; (v)

that defendant Ronpgeau & Company owns of record

and beneficially 3,300 shares, whereas Mosinee’s stock

transfer records indicate that it owns of record 2,620

shares.

(21) Defendants’ incomplete and misleading Schedule

13D violates Section 13(d)(1). In violation of Sections

10(b) and 14(e) of the Securities Exchange Act of 1934

(15 U.S.C., Section 78j, 78n); it omits to state material facts

necessary in order to make the statements made not mis-

leading, and constitutes a fradulent and deceptive act in

connection with the public cash tender offer to the share-

holders of Mosinee which defendants state they are con-

sidering (Schedule 13D, Item 4 at page 10), and with re-

spect to which Francis Rondeau publicly announced on

August 31, 1971 that ‘‘a decision would be made this week

on the tender price and the number of shares which he will

seek to purchase.’’

(22) Mosinee and its stockholders and the investing

public generally (insofar as they are potential purchasers

of Mosinee stock) have been and continue to be irreparably

injured by defendants’ failure to file an accurate and com-

plete Schedule 13D. Mosinee and its stockholders have been

unable to ascertain with certainty the identity and back-

ground of all members of the group acting with defendants,

and the amount and sources of their financing. Stockholders

of Mosinee who may sell their stock to defendants or per-

sons acting in concert with defendants lack knowledge ma-

terial to their decision whether to buy, sell or hold. Defend-

ants’ statement that they are considering a public cash

tender offer to the shareholders of Mosinee has disrupted

Mosinee’s relationships to its stockholders, employees, sup-

pliers, customers and associates. Lacking full information

concerning defendants, their financing and purposes, Mosi-

nee is unable adequately to protect its stockholders against

what management considers a serious threat to the con-

duct of the business of Mosinee.

WHEREFORE, plaintiff prays:

(1) That defendants and each of them, their agents, offi-

cers, directors, partners and all persons acting on their

behalf or in concert with them, be enjoined from

(a) voting any common stock of Mosinee held or

acquired in violation of the Securities Exchange Act

of 1934;

(b) using such stock as collateral to secure funds,

directly or indirectly, to exercise or acquire control of

Mosinee;

Piticsitntcernaternts: speciasincors

(ec) acquiring additional common stock of Mosinee;

at least until such time as the effects of their viola-

tions of the Securities Exchange Act of 1934 have been

fully dissipated.

(2) That defendants be required to divest themselves of

all shares of common stock of Mosinee acquired by them

in violation of the Securities Exchange Act of 1934.

(3) That plaintiff have judgment for such damages as it

might have sustained as a result of defendants’ violations

of the Securities Exchange Act of 1934, when ascertained.

(4) That plaintiff have such other and further relief as -

may be appropriate.

(5) That plaintiff recover its costs, disbursements and

attorneys’ fees herein.

LauRENCE C. HAMMonD, JR.

W. Sruart Parsons

Of Quarles, Heriott, Clemons,

Teschner & Noelke

Attorneys for Plaintiff

Of Counsel:

Quarles, Heriott, Clemons, Teschner & Noelke

780 North Water Street

Milwaukee, Wisconsin 53202

414-273-3700

Exhibit A

July 30, 1971

Mr. Francis A. Rondeau

Mosinee, Wisconsin

Dear Francis:

The stock transfer sheets for Mosinee Paper Corporation

indicate that you have a substantial stock interest in the

Company at this time and considerably more shares than

Chum understood to be your objective. I discusséd the

matter with Chum, who is in Boston, yesterday, and he

suggested that I set up a meeting with you as soon as he

returns. Chum is expected in Mosinee late Tuesday night

and would be available for a meeting any time Wednesday

morning or early afternoon.

Your activity in the Company’s stock has given rise to

numerous rumors, some of which have been circulating in

the mill. In the interest of the welfare of the Company we

would hope that these rumors could be put to rest.

Your activity in the stock seems to have created some prob-

lems under the Federal Securities Laws for both you and

the Company and these, too, might be discussed.

We feel that a meeting might better be held at some place

other than the mill or your office and I would suggest that

we meet in our offices on the sixth floor of the First Ameri-

can National Bank Building.

I shall call you on Monday to see if the suggested time and

place for a meeting fit in with your plans and will then firm

it up with Chum who will be traveling back to Mosinee.

Yours most sincerely,

JEF/gh

eR RR aa

itis bestttortericrnatenarrncaisiertieswias.

Exhibit B

August 9, 1971

Mr. Francis A. Rondeau

Mosinee, Wisconsin

Dear Francis:

Your attorney, Lyman Precourt, called today and asked

that the meeting which we had agreed upon be cancelled.

You remember that we initially sought to talk with you

during the week of August 2nd and you asked that a meet-

ing be delayed until your attorney returned.

While we were willing to postpone the meeting as a courtesy

to yov and your attorney, we would appreciate your re-

scheduling it within the next week. We certainly have no

desires to inconvenience you, but in the interest of the Com-

pany’s welfare, we are anxious to quiet the many rumors

which have been circulating in the mill and among our

customers.

If you find that you are unable to arrange such a meeting,

please let us know so that we may consider the alternatives

available to us and take appropriate action.

Yours most sincerely,

JEF/gh

ec—Lyman Precourt, Esq.

Foley & Lardner

732 North Water Street

Milwaukee, Wisconsin

Exhibit C

FOLEY & LARDNER

735 NORTH WATER STREET

MILWAUKEE 53202

TELEPHONE (414) 273-0800

AuGusT 9, 1971

WASHINC £f0N OFFICE

815 CONNECTICUT AVENUE, N.W.

WASHINGTON,-D.c. 20006

TELEPHONE (202) 223-4771

Mr. John E. Forester

Chairman of the Board

Mosinee Paper Corporation

P.O. Box 65

Wausau, Wisconsin 54401

Dear Mr. Forester:

This will confirm my telephone conversation with you

today in which I advised that we had been retained by Mr.

Francis A. Rondeau in connection with his stock interests

in Mosinee Paper Corporation. We have reviewed your

letter to Mr. Rondeau of July 30, 1971, requesting a meet-

ing and suggesting that Mr. Rondeau’s acquisition of stock

of Mosinee Paper Corporation may have created some

problems under the Federal Securities Law for the com-

pany and him. I have just returned from vacation and am

in the process of ascertaining the periinent facts and will

then again be in touch with you with respect to a meeting.

I have noted your request that this meeting be held this

week aiid will try to comply therewith although I cannot

be certain that I will have sufficient information on such

short notice. I will, however, do my best to see that this

matter is attended to as promptly as possible.

Very truly yours,

Foutey & LarpNer

By /s/ Lyman A. Precourt

Lyman A. PrEcourt

SM PRET AD BRP B VOLT EL LEGIT LEP OPES POLE OL A REALE ILA IIL FP AR |

ec: Mr. Francis A. Rondeau

sie a aR IR aba RIL tat alts

BNR Uikadabedictyipsan Sinclar alas

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Exhibit D (Transmittal)

FOLEY & LARDNER

735 NORTH WATER STREET

MILWAUKEE 93202

TELEPHONE (414) 273-0800

auGust 25, 1971

WASHINGTON OFFICE

815 CONNECTICUT AVENUE, N.W.

WASHINGTON, D.c. 20006

' TELEPHONE (202) 223-4771

August 25, 1971

REGISTERED MAIL

Mr. John E. Forester

Chairman of the Board

Mosinee Paper Corporation

P.O. Box 65

Wausau, Wisconsin 54401

Dear Mr. Forester:

On behalf of our client, Francis A. Rondeau, enclosed

please find a copy of Schedule 13D which we are mailing to

the Securities and Exchange Commission today.

Very truly yours,

Fotey & LarRDNER

By /s/ Phillip J. Hanrahan

Puiturr J. HANRAHAN

Enclosure

ec: Mr. Francis A. Rondeau

Exhibit D

MOSINEE PAPER CORPORATION

STATEMENT FILED PURSUANT TO

SECTION 13(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

SCHEDULE 13D

Item 1. Security and Issuer.

Cémmon Stock, $5.00 par value, Mosinee Paper

Corporation (Issuer), Mosinee, Wisconsin 54455.

Item 2. Identity and Background.

I. (a) Francis A. Rondeau

P.O. Box 10

Mosinee, Wisconsin 54455

(b) Maple Ridge Road

Mosinee, Wisconsin 54455

Storage, Inc., P.O. Box 10, Mosinee, Wisconsin

54455

Cold storage and food commodities. —

(d) (i) President

Wausau Cold Storage Company, Inc.

832 Cleveland Avenue

Wausau, Wisconsin 54401

Cold storage of food commodities

Prior to 1961 to date

LE OTE PO AG SVN EOE PY BAER TRIO EPI AIG LORIE LS GOS IAL: LIOR IED

(ii) Vice President and Director

First Wisconsin National Bank of Wausau

400 Scott Street

Wausau, Wisconsin 54401

General Banking

1963 to date

(iii) President and Director

| Francis Rondeau, Incorporated

f P.O. Box 10

y Mosinee, Wisconsin 54455

j Packaging and processing of natural cheese

; products

Prior to 1961 to date

—

(e) Francis A. Rondeau has not, during the past ten

years, been convicted in any criminal proceeding.

II. (a) Mosinee Cold Storage, Ine.

: P.O. Box 10 .

: Mosinee, Wisconsin 54455 _

: (b) Not applicable te

(d) Not applicable

PERRO SP

: (e) Mosinee Cold Storage, Inc. has not, during the

past ten years, been convicted in any criminal

proceeding.

Information called for by Item 2 with respect to the

officers and directors of Mosinee Cold Storage, Ine. is as

follows:

(a)-(e) Francis A. Rondeau, President and Director

(The information concerning Francis A. Rondeau

contained in I (a)-(e) above is incorporated by

reference herein as if fully set forth herein).

SEL, ape PEL Mog gen 97902 RR eh Ne Se PEER: AO AAR OE

(a)

(b)

(c)

(d)

Steg

MeO

Homer Ayvazzadeh

P.O. Box 10

Mosinee, Wisconsin 54455

1010 Maple Street’

Wausau, Wisconsin 54401

Secretary and Director and head of quality con-

trol of Mosinee Cold Storage, Inc., P.O. Box 10,

Mosine isconsin 54455 (cold storage of food

commodities) ; Vice-President, Secretary, Director

ana head of jquality control of Francis Rondeau,

‘Incorporated, P.O. Box 10, Mosinee, Wisconsin

54455 (packaging and processing of natural cheese

products).

(i) Chemical Engineer

Armour & Company

- St. Paul, Minnesota

1962-1964

Meat packer and processor

(ii) Seeretary and Director and head of quality

control

Mosinee Cold Storage, Inc.

P.O. Box 10

Mosinee, Wisconsin 54455

1964 to date

Cold storage of food commodities

(iii) Vice President, Secretary, Director and head

of quality control, Francis Rondeau, Incor-

porated, P.O. Box 10, Mosinee, Wisconsin

54455

1964 to date

Packaging and processing of natural cheese

products

(a)

(b)

(c)

Marie Rondeau (wife of Francis A. Rondeau)

P.O. Box10

Mosinee, Wisconsin 54455

Maple Ridge Road

Mosinee, Wisconsin 54455

Principal occupation is housewife, but also serves

as (i) Tréasurer and Director of Mosinee Cold

Storage, Inc., P.O. Box 10, Mosinee, Wisconsin

54455 (cold storage of food commodities), (ii)

Treasurer and Director of Francis Rondcau, In-

corporated, P.O. Box 10, Mosinee, Wisconsin 54455

(packaging and processing of natural cheese prod-

ucts), and (iii) Secretary and Director of Wausau

Cold Storage Company, Inc., 832 Cleveland Ave-

- nue, Wausau, Wisconsin ° 54401 (cold storage of

(d)

(e)

III. 2

food commodities). .

(i) 1961-date—housewife

(ii) 1961-date—Treasurer and Director of Mosinee

Cold Storage, Inc., P.O. Box 10, Mosinee, Wis-

consin 54455 (cold storage of food commodi-

ties)

(iii) 1961-date—Treasurer and Director of Francis

Rondeau, Incorporated, P.O. Box 10, Mosinee,

Wisconsin 54455 (packaging and processing

of natural cheese products)

(iv) 1961-date—Secretary and Director, Wausau

Cold Storage Company, Inc., 832 Cleveland

Avenue, Wausau, Wisconsin 54401 (cold stor-

age of food commodities)

Mrs. Rondeau has not, during the past ten years,

been convicted in any criminal proceeding.

Francis Rondeau, Incorporated

P.O. Box 10

Mosinee, Wisconsin 54455

LPL SINR OG NONI SLONE INB LE IERIE ML LONE IE SELES EERE LILLE DOES LL OO

(b) Not applicable

products

(d) Not applicable

(e) Francis Rondeau, Incorporated has not, during the

past ten years, been convicted in any criminal proceeding.

Information called for by Item 2 with respect to the

officers and directors of Francis Rondeau, Incorporated is

as follows:

(a)-(e) Francis A. Rondeau, President and Director

(The information concerning Francis A. Rondeau

contained in I (a)-(e) above is incorporated by

reference herein as if fully set forth herein).

(a)-(e) Homer Ayvazzadeh, Vice President, Secretary

and Director (The information concerning Homer

Ayvazzadeh contained in II (a)-(e) above is incor-

porated by reference herein as if fully set forth

herein).

(a)-(e) Marie Rondeau, Treasurer and Director (The

information concerning Marie Rondeau contained

in II (a)-(e) above is incorporated by rence

herein as if fully set forth herein).

IV. (a) Wausau Cold Storage Company, Inc.

532 Cleveland Avenue

Wausau, Wisconsin 54401

(b) Not applicable

(d) Not applicable

(e) Wausau Cold Storage Company, Inc. has not,

during the past ten years, been convicted in any criminal

proceeding.

a Atty rasan ake

Ph REL LOL ZAIRE LOA BYP ALOVIED nee fs LOOP TIE LEE AYIA AE EAI

eee

Information called for by Item 2 with respect to the

officers and directors of Wausau Cold Storage Company,

Inc. is as follows:

(a)-

(a)

(b)

(c)

(e) Francis A. Rondeau, Chairman of the Board,

President and Director (The information concern-

ing Francis A. Rondeau contained in I (a)-(e)

above is incorporated by reference herein as if _

fully set forth herein).

(e) Marie Rondeau, Secretary and Director (The |

information concerning Marie Rondeau contained

in II (a)-(e) above is incorporated by reference

herein as if fully set forth herein).

George Rondeau

832 Cleveland Avenue

Wausau, Wisconsin 54401

1004 Arnold Street

Rothschild; Wiseonsin 54474

Manager, Treasurer and Director of Wausau Cold

Storage Company, Inc., 832 Cleveland Avenue,

Wausau, Wisconsin 54401

Cold storage of food commodities

(d) (i) 1961-1965, Student, Spencerian College, Mil-

(e)

waukee, Wiscorsin —~

(ii) 1965-April, 1967, Sales Representative, Folgers

Coffee Co., Kansas City, Missouri, coffee pro-

ducers

(iii) April, 1967-date, Manager, Treasurer and Di-

rector, Wausau Cold Storage Company, Inc.,

832 Cleveland Avenue, Wausau, Wisconsin

54401

Cold storage of food commodities

George Rondeau has not, during the past ten years,

been convicted in any criminal proceeding.

~—

V. (a) Rondeau Foundation

P.O. Box 10

Mosinee, Wisconsin 54455

(b) Not applicable

(d) Not applicable

(e) Rondeau Foundation has not, during the past ten

years, been convicted in any criminal proceeding.

Rondeau Foundation is a Wisconsin non-profit charitable

corporation organized in 1956. Information with respect to

the officers and directors of the Rondeau Foundation is as

follows:

(a)-(e) Francis A. Rondeau, ‘President and Director

(The information concerning Francis A. Rondeau

contained in I (a)-(e) above is incorporated by

reference herein as if fully set forth herein).

(a)-(e) Marie Rondeau, Secretary and Director (The

information concerning Marie Rondeau contained

in II (a)-(¢) above is incorporated by reference

herein as if fully set forth herein).

(a)-(e) George Rondeau, Treasurer and Director (The

information concerning George Rondeau contained

in IV (a)-(e) above is incorporated by reference

herein as if fully set forth herein).

VI. (a) Rondeau & Company

P.O. Box 10

Mosinee, Wisconsin 54455

(b) Not applicable

posed of one general partner and 9 limited partners. It

owns real estate and securities.

DEST Ut a Rae A ASS MRTOTES 8 Gd tO DRS ace arent” 9

IPR Bes eS Le RTE ent Tn

PRE LOEE LR BEY, he ih wlll OES ee

(d) Not applicable

(e) Rondeau & Company has not, during the past ten

years, been convicted in any criminal proceeding.

Information with respect to the general and limited

partners of Rondeau & Company is as follows:

(a)-{e) George Rondeau, General Partner (The infor-

mation concerning George Rondeau contained in

IV (a)-(e) above is incorporated by reference

herein as if fully set forth herein).

(a)-(e) Francis A. Rondeau, Limited Partner (The

information concerning Francis A. Rondeau con-

tained in I (a)-(e) above is incorporated by refer-

ence herein as if fully set forth herein).

(a)-(e) Marie Rondeau, Limited Partner (The infor-

mation concerning Marie Rondeau contained in II

(a)-(e) above is incorporated by reference herein

as if fully set forth herein).

(a)-(e) Homer Ayvazzadeh, Limited Partner (The in-

formation concerning Homer Ayvazzadeh con-

tained in II (a)-(e) above is incorporated by

reference herein as if fully set forth herein).

(a) John Rondeau (Limited Partner)

P.O. Box 10

Mosinee, Wisconsin 54455

(b) Half Moon Lake

Mosinee, Wisconsin 54455

rated, P.O. Box 10, Mosinee, Wisconsin 54455

Packaging and processing of natural cheese

products

(d) 1962-1966, Student, St. Norbert’s College, Green

Bay, Wisconsin

See OR ASL SAORI: AE SE RAAT AI.

Ek EN IS, WAT

AGIOS >

1966-1968, Sales Representative, Shell Oil Com-

pany, Des Moines, lowa

1968 to date, production manager, Francis Ron-

deau, Incorporated, P.O. Box 10, Mosinee, Wiscon-

sin 54455

(e) John Rondeau has not, during the past ten years,

been convicted in any criminal proceeding.

(a) Frank Rondeau (Limited Partner)

704 Kinglet Avenue

Wausau, Wisconsin 54401

(b) 704 Kingiet Avenue -

Wausau, Wisconsin 54401

Company, Kansas City, Missouri

Greeting cards

(d) 1965-1969, Student, Spencerian College, Milwaukee,

Wisconsin

1969 to date, Sales Representative, Hallmark

Greeting Card Company, Kansas City, Missouri

Greeting cards

(e) Frank Rondeau has not, during the past ten years,

been convicted in any criminal proceeding.

(a) Earl Rondeau (Limited Partner)

Maple Ridge Road

Mosinee, Wisconsin 54455

(b) Maple Ridge Road

Mosinee, Wisconsin 54455

(d) None

(e) Earl Rondeau has not, during the past ten years,

been convicted in any criminal proceeding.

Ds A RE as Shad Borin ig nith

EOD ISLES! £1 Tea PONE LSS. ky We

Bisinusesiics

(a) Carol Rondeau Ayvazzadeh (Limited Partner)

1010 Maple Street

Wausau, Wisconsin 54401

(b) 1010 Maple Street

Wausau, Wisconsin 54401

(d) Housewife for over past ten years.

(e) Carol Rondeau Ayvazzadeh has not, during the

yast ten vears, been convicted in any criminal proceeding.

° 2 :

(a) Paul Rondeau (Limited Partner)

c/o Rubuen Cocoa Restaurant

Phoenix, Arizona

(b) Apartment #227

Canlan Apartments

5145 North 7th Street

Phoenix, Arizona 85014

Phoenix, Arizona

Restaurant

(d) (i) September 1967—January 1971, Student, St.

‘ Norbert’s College, Green Bay, Wisconsin

(ii) January 1971 to date—Assistant Manager,

Rubuen Cocoa Restaurant, Phoenix, Arizona

Restaurant

(ec) Paul Rondeau has not, during the past ten years,

been convicted in any criminal proceeding.

(a) Rosylind Rondeau (Limited Partner)

18410 Jamaica Avenue

Hollis, New York 11423

(b) Apartment #2D

433 East 83rd Street

New York, New York 10028

Avenue, Hollis, New York 11423

Toy manufacturer

(d) (i) 1961-1963, Designer, Hallmark Greeting Card

Company, Kansas City, Missouri

Greeting cards

(ii) 1963-1965, Designer, Playskool Toy Company,

Chicago, Illinois

Toy manufacturer

(iii) 1965-1967, Designer Tootsie Toy Division of

Strombecker Corporation, Chicago, Illinois

Toy manufacturer

(iv) 1968, Designer, Sylvestries, Chicago, Illinois

Commercial Designers and Decorators

(v) 1969 to date, Designer, Ideal Toy Company,

18410 Jamaica Avenue, Hollis, New York 11423

- Toy manufacturer

(e) Rosylind Rondeau has not, during the past ten

years, been convicted in any criminal proceeding.

NOTE: Francis A. Rondeau, through stock ownership,

corporate offices; and family relationships, controls Mosi-

nee Cold Storage, Inc., Wausau Cold Storage Company,

Ine. and Francis Rondeau, Incorporated. In addition, he

also controls the Rondeau Foundation and Rondeau &

Company. Information with respect to Francis A. Ron-

deau as required by Items (a)-(e) of Item 2 of this

Schedule 13D is set forth in I (a)-(e) above and is in-

corporated herein by reference as if fully set forth herein.

Sitesi aia ay sealable)

OTS ae aw.

CEE RRRATE

Se Aa 2

Se AAS Ppa Rin Ne

Item 3. Source and Amount of Funds or Other Considera-

tion.

All purchases of the Issuer’s common stock made to date

have been financed as follows:

1. Approximately $598,000 from Francis A. Rondeau of

which approximately $300,000 came from Mr. Rondeau’s

own funds and the remainder borrowed from Rondeau &

Company on open account.

2. Mosinee Cold Storage, Inc. borrowed $30,000 from the

First Wisconsin National Bank of Wausau on a 90-day

note at 514% secured by certain securities owned by it and

related companies named herein. This loan has been repaid.

3. Francis Rondeau, Incorporated boz:rowed $100,000

from the First Wisconsin National Bank of Wausau on a

90-day note at 514% secured by certain securities owned

by it and related companies named herein. This loan has

been repaid.

4. Rondeau & Company borrowed $307,000 from the

First Wisconsin National Bank of Milwaukee at an annual

interest rate of 6% secured by certain securities owned by

it and related companies named herein. This loan has been

repaid.

NOTE: Of the funds identified in 1 to 4 above, approxi-

mately $865,000 was utilized to purchase common stock

of the Issuer and the balance used to make purchases of

securities of other corporations.

Francis A. Rondeau and one or more of his =~trolled

corporations and other entities presently are considering

investing approximately $3,600,000 of additional funds in

the common stock of the Issuer. These funds are expected

to be obtained as follows:

(a) $1,200,000 to be invested by Mosinee Cold Storage,

Ine., out of proceeds to be received from the sale of real

property located in Marathon County, Wisconsin; such

transaction is expected toiclose within the next 12 months;

‘

(b) Francis A. Rondeau and his associates propose to

sell appro.:imately $1,000,000 of marketable securities to

provide pdditional funds for investment in common stock

of the Issuer;

rowed although no commitments for any such borrowings

or loans have been entered into or have gone beyond the

negotiation and discussion stage.

Item 4. Purpose of Transaction.

Francis A. Rondeau determined during early part of

1971 that the common stock of the Issuer was undervalued

in the over-the-counter market and represented a good in-

vestment vehicle for future income and appreciation. Fran-

cis A. Rondeau and his associates presently propose to seek

to acquire additional common stock of the Issuer in order

to obtain effective control of the Issuer, but such invest-

ments as originally determined were and are not necessarily

made with this objective in mind. Consideration is currently

being given to making a public cash tender offer to the

shareholders of the Issuer at a price which will reflect

current quoted prices for such stock with some premium

added. In the event control of the business of the Issuer is

obtained, Francis A. Rondeau and his associates have no

intention to liquidate the business of the Issuer, sell its

assets, merge it with any other group or entity, or make

any other major change in its business or corporate struc-

ture except with respect to consideration being given to

‘management changes in an effort to provide a Board of

Directors which is more representative of all of the share-

holders, particularly those outside of present management,

in order to improve such managemert with the intent cf

attempting to better assure the stockholers’ equity growth

and payment of increased dividends, if possible.

All such purchases were effected through registered

broker-dealers in the over-the-counter market at prevailing

prices and were made over a period of time from April 5,

A 1971 through August 4, 1971.

e Item 5. Interest in Securities of the Issuer.

No. of Shares

3 Owned of Record

‘ and Benefically

3 Francis A. Rondeau 45,911

: (individually and as agent for

companies listed below)

; Associates:

4 Mosinee Cold Storage, Ine. 7,250

~ P.O. Box 10

| Mosinee, Wisconsin 54455 |

ri Francis Rondeau, Incorporated 7,800

| P.O. Box 10

z Mosinee, Wisconsin 54455

3 Wausau Cold Storage Company, Inc. 1,800

4 832 Cleveland Avenue

3 Wausau, Wisconsin 54401

4 Rondeau Foundation 516

i P.O. Box 10

E Mosinee, Wisconsin 54455

Rondeau & Company 3,300

P.O. Box 10

Mosinee, Wisconsin 54455

Total 66,577

Within the past 60 days, Francis A. Rondeau has pur-

chased 10,974 shares of the Issuer and his associate, Ron-

deau & Company, has purchased 1,000 shares. Neither

Francis A. Rondeau nor any of his associates named above

PSEA, REIN SA ie Att te wie ba aa fal a Se ee Dee a

have any right to acquire, directly or indirectly, any addi-

tional shares.

Item 6. Contracts, Arrangements, or Understandings With

Respect to Securities of the Issuer.

None

Item 7. Persons Retained, Employed or to be Compensated.

Not applicable

Item 8. Material to be Filed as Exhibits:

Not applicable

I certify that to the best of mv knowledge and belief, the

information set forth in this statement is true, complete

and correct.

August 25, 1971

/s/ Francis A. Rondeau

Francis A. Rondeau

MostneE Cotp Soraae, Inc.

By /s/ Francis A. Rondeau

Francis A. Rondeau

Francis Ronpravu, INcorporatED

By /s/ Francis A. Rondeau

Francis A. Rondeau

Wausau Coip Sroracre Company, Inc.

By /s/ Francis A. Rondeau

Francis A. Rondeau

Ronpgau FounpatTIon

By /s/ Francis A. Rondeau

Francis A. Rondeau

Ronpeau & Company

By /s/ Francis A. Rondeau

Francis A. Rondeau

BEE Re PL SERIE TERED AE LENE LIN ARLEN NE LIO LE: LE ESRI Pie

IN THE UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF WISCONSIN

[Caption Omitted]

File No. 71-C-335

Answer

Now come the defendants, Francis A. Rondeau, Mosinee

Cold Storage, Inc., Francis Rondeau, Incorporated, Wau-

sau Cold Storage Company, Inc., Rondeau Foundation,

Rondeau & Company, and George Rondeau (hereinafter

‘‘defendants’’), by their attorneys, David E. Beckwith

and James O. Huber, and for their answer to the plaintiff’s

complaint, allege and show to the Court as follows:

Rta Me igs teem

1. Deny having knowledge or information sufficient to

form a belief as to the truth of the allegations of paragraph

1, except matters of public record, and thereby put plaintiff

to its proof thereon.

2. Admit the allegations of paragraphs 2,.3, 4, 5, 6, 7

and 8.

3. Admit the allegations of paragraphs 9 and 10, ex-

cept that said defendants are national banking associations

organized under and by virtue of the laws of the United

States of America.

4. As to the allegations of paragraph 11, deny that

plaintiff has pleaded a claim for relief under the Securities

and Exchange Act of 1934, or any other federal act, and

further deny that any alleged acts of these defendants con-

stitute violations thereof.

5. Admit the allegations of paragraph 12 except those ‘

which relate to the alleged discussion as to Francis Ron-

deau’s intention or desire to control or in any way affect

the management of Mosinee’s business, allege in this re-

spect that no such discussions took place at said time.

ON AR ree ccapem : VO nee es ersyen

oe ee

6. As to the allegations of paragraph 13, admit that

Francis A. Rondeau and his associates own of record more

than 5% of Mosinee’s common stock outstanding, alleging

in his respect that said defendants became the owners

thereof in May, 1971; defendants’ further allege in this

respect that such ownership appeared and was reflected on

the stock transfer records of Mosinee earlier than late

July, 1971. |

7. Deny the allegations of paragraph 14.

8. As to the allegations of paragraph 15, admit that

defendants failed within ten days after acquiring 5% of

Mosinee common stock to prepare and file the statement

required by Section 13(d)(1) of the Securities and Ex-

change Act of 1934, alleging in this respect that said de-

fendants had no knowledge that their purthases of Mo-

sinee e6mmon stock were of sufficient magnitude to require

any such filing; allege that the defendant, Francis A. Ron-

deau, was advised by a person or persons who purported

to be familiar with securities law and regulations that no

SEC filing was required until he and his associates had

acquired 10% of the outstanding common stock of a cor-

poration; further allege that upon being advised in tlie last

days of July or early August, 1971, for the first time of the

requirement for filing a Schedule 13D under Section 13(d)

(1) of the Securities and Exchange Act of 1934, defendants

did in fact promptly prepare and file a Schedule 13D with

the Securities and Exchange Commission and sent a copy

thereof to Mosinee at its principal executive offices.

9. As to the allegations of paragraph 16, deny having

knowledge or information sufficient to form a belief as to

what attempts, if any, were made by Mosinee’s Board

Chairman to contact Francis A. Rondeau, by telephone or

otherwise, to arrange a meeting and/or the purpose of any

such meeting, and further deny that Mr. Forester received

no response to calls allegedly left for Mr. Rondeau; admit

the remaining allegations of paragraph 16.

yA oe esti |

10. Deny the allegations of paragraph 17.

11. Deny the allegations of paragraph 18, and allege

in this respect that the officers and directors of Mosinee

were fully aware from the stock transfer records ,of Mo-

sinee and from other sources of information, including Mr.

Rondeau, that Francis A. Rondeau and his associates were,

in the spring of 1971, purchasing substantial amounts of

Mosinee common stock, and further believed or suspected

that it was or could be the purpose of Francis A. Rondeau

and his associates to purchase sufficient amounts of the

common stock of Mosinez so that they could obtain effective

control of Mosinee or so that the; would be in a position

to tender for additional Mosinee common stock or solicit

proxies to vote the common stock of. Mosinee to obtain con-

trol of Mosinee; plaintiff and its officers and directors could

have informed the shareholders of defendants’ purchases

of Mosinee common stock and their suspicions respecting

Mr. Rondeau’s purposes had they seen fit to do so, but in-

stead said officers undertook to purchase large quantities

of the common stock of Mosinee before communicating

with Mosinee stockholders.

12. As to the allegations of paragraph 19, admit that

defendant, Francis A. Rondeau, mailed to Mosinee on or

about August 25, 1971 the Schedule 13D; deny any impli-

cation that said Schedule was submitted by reason of the

alleged prodding and/or exchanges alleged in paragraph

16 of plaintiff’s complaint, realleging in this respect the

allegations of paragraph 8 above.

' 13. As to the allegations of paragraph 20, deny that

said Schedule 13D is incomplete and/or misleading in any

manner affecting plaintiff.

Specifically, as to the allegations of paragraph

20(A), allege that said Schedule 13D speaks for itself ;

deny defendants acquired the Mosinee stock for any

purpose other than stated in said Schedule 13D.

As to the allegations of paragraph 20(B), deny the

allegations of the last sentence thereof.

As to the allegations of paragraph 20(C), deny the

allegations of the last sentence thereof.

Deny the allegations of paragraph 20(D).

As to the allegations of paragraph 20(E), admit that

at the time of the original filing of the Schedule 13D,

all of the stock allocations and/or sources of funds for

the purchase thereof between Francis A. Rondeau and

his affiliates had not been determined, and allege fur-

ther in this respect that the final allocations are as

follows:

Number of Shares of Record

and Beneficially

Francis A. Rondeau 34,679

Mosinee Cold Storage, Inc. 11,020

Francis Rondeau, Incorporated 7,060

Wausau Cold Storage Company, Inc. 3,600

Rondeau Foundation 1,957

Rondeau & Company 4,600

Ronco 264

Mosinee Cold Storage, Inc. Wausau

Cold Storage.Company, Inc., and

Francis Rondeau, Incorporated,

as participating Employees in the

Emjay Corporation Master Profit

Sharing Plan dated October 14,

1968 3,397

66,577

Defendants further point out in this respect that the

minor discrepancies in said allocations are of no con-

sequence to plaintiff alleging in this respect that the

eee nes

2a cca SR Eade SORE SR eh aS

Pye PE IS ES Ee

total 66,577 shares properly was represented in the

original Schedule 13D and that the revised allocations

thereof will be properly set forth in an amendment to,

or supplement of their Schedule 13D.

14. Deny the allegations of paragraphs 21 and 22.

Seconp DEFENSE

As and for its second defense, defendants allege that

plaintiff has failed to state a cause of action.

Tuirp DEFENSE

As and for its third defense, defendants allege that of-

ficers and directors of plaintiff, with the knowledge and

consent of plaintiff’s Board of Directors and President and

in violation of Sections 10(b) and 13(d)(1) of the Securi-

ties and Exchange Act of 1934, purchased a large number

of shares of the common stock of plaintiff in the months of

June, July and August, 1971, and prior theretq; plaintiff

comes before the Court with unclean hands and should

therefore be denied equitable relief.

Wuererore, the defendants demand judgment against

the plaintiff dismissing the complaint on its merits and for

the full costs and disbursements of this action.

Davin E. BeckwitH

James QO. Huser

James R. CuarkK

By Davin E. BeckwitH _

Attorneys for Defendants

Of Counsel:

Foley & Lardner

735 North Water Street

Milwaukee, Wisconsin 53202

IN THE UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF WISCONSIN

[Caption Omitted]

Defendants’ Motion for Summary Judgment

Case No. 71-C-335

Now comes defendants by their attorneys, David E. Beck-

with, James O. Huber and James R. Clark, and move the

Court for an order dismissing plaintiff’s complaint upon

its merits pursuant to Rule 56 of the Federal Rules of

Civil Procedure. Defendants’ motion is based upon the

transcripts of the depositions of Francis A. Rondeau, John

E. Forester, Clarence Scholtens and San W. Orr, Jr., and

upon the affidavit of David E. Beckwith attached hereto.

___Dated: December 24, 1971.

Daviv E. BecxwitH

James QO. HuBER

James R. CLark

By David E. Beckwith

Attorneys for Defendants

Of Counsel:

Fotey & LARDNER

735 North Water Street

Milwaukee, Wisconsin 53202

Affidevit in Support of Defendants’ Motion for Summary Judgment

State oF WIsconsin )

MitwavuKkez County )

Davip E. Becxwirtaz, being first duly sworn, on oath de-

poses and says:

1. I am an attorney licensed to practice in the State of

Wisconsin and admitted to practice in this Court. I am a

member of the firm of Foley & Lardner of Milwaukee, Wis-

consin, and I am one of the attorneys for the defendants in

this action. I make this affidavit in support of defendants’

motion for summary judgment pursuant to Rule 56, being

authorized so to do.

2. At a pretrial conference in this action held on De-

cember 8, counsel for the parties agreed that defendants

would move for summary judgment so that the Court could

consider, as a matter of law, the question of whether all or

any of ‘the remedies sought by plaintiff in this action are

appropriate in the present circumstances and that the legal

issue would be brought before the Court on a stipulation of

facts which attorneys for the plaintiff and defendants would

endeavor to prepare. It was further agreed that those mat-

ters which, by reason of disagreement concerning the facts

or by reason of disagreement respecting relevancy or ma-

teriality, were not included in the stipulation could be in-

corporated in affidavits to be submitted in support of, or

in opposition to, defendants’ motion. It was understood, I

believe, that the Court would endeavor to decide whether

in the present circumstances any of the remedies sought

by plaintiff were appropriate based upon the stipulated

facts, or upon those facts respecting which there was no

material dispute. In the event that the Court felt it neces-

sary to consider disputed facts to resolve the motion, the

motion would be denied without prejudice and the matter

would be scheduled for an early trial. Subsequent to the

December 8 pretrial conference the Court issued its order

REO EE RIS PIE IDEN NEE TI NE NE EB ie AE BI NE SN ES RN FNS PBT OO ee Dee FO oil

SBE pret ecto.

cr’ igi econ Rate maa

of December 13 confirming the understandings arrived at

the: pretrial conference.

3. I prepared a draft Stipulation of facts and submitted

it to plaintiff’s counsel, Laurence C.' Hammond, Jr., on

Monday, December 20. Laté on Wednesday, Dacunber 22,

Mr. Hammond advised that the draft stipulation was un-

acceptable and suggested that in lieu of a stipulation of

facts that I should file whatever I thought was an apprc-

priate affidavit. Mr. Hammond had no alternative draft

stipulation. He said that he would check the tabulations of

stock purchases and stock registrations which I propose

to affix to the stipulation of facts but I told him that I was

certain that there would not be time for him to,confirm the

accuracy of the schedules that we had prepared. Accord-

ingly, in spite of the understandings which I thought were

arrived at or December 8, defendants’ motion for sum-

mary judgment is not accompanied by a stipulation of facts

and this affidavit, together with certain deposition tran-

scripts referred to below are submitted in support of de-

fendants’ motion.

4. In addition to this affidavit and the schedules at-

tached to it, defendants submit in support of their motion

for summary judgment the depositions of Francis A. Ron-

deau, John E. Forester, Ciarence Scholtens and San W.

Orr, Jr. Defendants’ brief will refer to deposition tran-

script pages where appropriate. To make those depositions

a part of the record for purposes of this motion they are

incorporated by reference herein as though attached to this

affidavit or set forth in full herein. The statements which

follow in this affidavit are based upon deposition testimony,

deposition exhibits or documents produced in response to

requests or demands for document production (or sub-

poenas duces tecum), and in some limited and minor re-

spects information provided directly to me by defendants.

I have endeavored to incorporate in this affidavit only those

material facts which I believe are not in substartial dispute

and which I believe are pertinent to defendants’ motion.

ae — I en OD ee eS Ce SE te

Ba AG MI sty Be ROBIE CALE E ME IEEE LINE Dab ee Te RADE RT TEE AAS SN

) 5. Francis A. Rondeau is a resident of Mosinee, Wis-

2 consin. He is 54 years old, married and has seven children.

: His formal education ended upon his graduation from

’ Mosinee High School in 1934. Following his graduation

< Mr. Rondeau worked for Marathon Creamery as a route

j man, salesman and later, a buyer. He remained employed

3 by the Creamery until approximately 1940. He then became

4 associated with various businesses, and, by 1950 was gen-

q erally engaged in the cold storage business, in which’ he

has achieved considerable success.

At the present time Rondeau is President and General

Manager of Mosinee Cold Storage, Inc.; President of Wau-

sau Cold Storage Company, Inc.; President and a director

of Francis Rondeau, Inc.; President and a director of Ron-

deau Foundation (a non-profit charitable corporation estab-

lished by the Rondeau family in 1956); a limited partner

of Rondeau & Company; and a director of First Wisconsin

National Bank of Wausau. His business activities include

the cold storage business, banking and investments. George.

Rondeau, a son of Francis A. Rondeau resides in Roths-

child, Wisconsin. He is Manager, Treasurer and a director

of Wausau Cold Storage Company, Inc., and is the general

partner of Rondeau & Company.

6. Mosinee Paper Corporation is a Wisconsin corpora-

tion with its principal place of business at Mosinee, Wis-

consin. It is principally engaged in the businesses of manu-

facturing, converting and selling specialty papers, paper

products and plastics. It has operations in Mosinee, Colum-

bus and Green Bay, as well as timber holdings. Its only

class of equity security outstanding and registered pur-

suant to Section 12 of the Securities Exchange Act of 1934

(15 U.S.C., Section 781) is common stock, of which there

were 806,177 shares outstanding as of August 31, 1971.

Mosinee Paper Corporation, in recent history and until

1970, showed steadily increasing sales and profits. It re-

_ ported a decline in earnings in 1970 as well as a continu-

RBS MRP ES i RE ie A MO S00 a el WK eA

REED REI OEIC: RELIES DH TIE ILE REE REG aR I yt + PS aR Ir daetaparae eeqneg Erne ms FY

SEER ’

ing decline in the first quarter of 1971. In the spring of

1971, the directors of Mosinee reduced its dividend.

7. The President of Mosinee is — Scholtens; the

Chairman of the Board is John E. Forester. Mr. Forester,

an attorney, resides in Wausau and is President of For-

wood, Inc., which provides management, accounting and

investment services to certain trusts and individuals, all

of which trusts were established by Mr. and Mrs. Cyrus

C. Yawkey and their descendents. Collectively, Mr. For-

ester, his wife and the Yawkey/Woodson trusts are the

largest stockholder of Mosinee Paper Corporation. Mr.

Forester is a director of many corporations; he is a direc-

tor, officer and stockholder of Wisconsin Valley Trust Com-

pany, Mosinee’s transfer agent.

8. In the winter of 1971, Mr. Rondeau had occasion to

consider an investment in Mosinee Paper Corporation. He

concluded Mosinee was a good investment and at all rele-

vant times during 1971 openly expressed his opinion that

Mosinee common stock was a good investment. In 1971 the

stated book value of Mosinee common stock was $19 per

share. He made his first purchase, through the Milwaukee

Company, on April 5, 1971: 500 shares at $122 per share,

purchased in his own name. This initial purchase was reg-

istered on the books of Mosinee Paper Corporation’s stock

transfer agent, Wisconsin Valley Trust Company, on April

28, 1971.

9. With 806,177 shares of Mosinee Paper Corporation

stock outstanding at all relevant times herein, it requires

approximately 40,309 shares to constitute 5% of the issued

and outstanding stock of Mosinee Paper Corporation.

Based upon broker confirmations, Mr. Rondeau had ac-

quired a total of 40,413 shares of Mosinee common stock

by May 17, 1971. See Exhibit A attached hereto. However,

due to the lag in time between the confirmation of orders

and the registration of stock transfers on the books of

Mosinee’s transfer agent, it was not until July 9, 1971, that

SPR Epes,

Be aaa

jMosinee’s stock register indicated that Mr. Rondeau and

~his related concerns were record owners of more than

40,309 shares. See Exhibit B attached hereto. The exact

Pe cumulative total of shares owned by Mr. Rondeau and his

related concerns on July 9, as shown in the records of the

transfer agent, was 45,226. All shares purchased by Ron-

deau and his related concerns were purchased by, and

2 registered in the name of, Rondeau or in the names of

i firms or corporations known to be controlled by him. Ex-

: hibit A attached hereto is a tabulation of the purchase of

Mosinee stock by Rondeau and his related concerns pre-

a pared from Rondeau records. Exhibit B attached hereto

| is a taublation of the registration of Mosinee in the names

of Rondeau or his related concerns prepared from copies of

the Mosinee stock transfer sheets. Both exhibits were pre-

pared under my supervision and I believe them to be true

; and accurate. Any error or discrepancies are minor and not

material to defendants’ motion.

PORIPRE aDS vrtn%

10. In April, 1971 Clarence Scholtens learned from the

stock transfer sheets, which he had received from Wiscon-

sin Valley Trust Company, that Mr. Rondeau had made

several purchases of Mosinee stock. Mr. Forester has also

stated that he first learned that Mr. Rondeau was purchas-

ing Mosinee shares in April, 1971 when he saw the transfer

sheets. The President of Mosinee (Scholtens) receives

copies of its stock transfer sheets and informs Mr. For-

ester of any significant acquisitions. When Mr. Rondeau’s

holdings of Mosinee stock reached 18,000 shares on the

Company’s records, Mr. Scholtens contacted Mr. Rondeau

by telephone, to welcome him as a new substantial share-

holder of the Company, and to inquire as to his purpose in

purchasing Mosinee shares. (Mr. Forester has stated that

he considered Mr. Rondeau’s early purchases ‘‘significant’’

because they were large purchases of stock of a relatively

small corporation.) Both parties to the telephone call

agreed that Mr. Rondeau stated at the time that he felt

the stock was underpriced, was a good investment, and

that he intended to continue to purchase shares.

11. Mr. Scholtens continued to keep informed of Mr.

Rondeau’s purchases of Mosinee stock by examining the

Company’s stock transfer records and having his secre-

tary keep a running, cumulative tabulation of Mr. Ron-

deau’s holdings. Mr. Forester’s assistant, Mr. San W.

Orr, Jr., was provided with copies of the Company’s stock

transfer sheets, and also kept a running total of Mr. Ron-

deau’s purchases.

12. During the months of April, May, June and July,

the price of Mosinee stock remained stable and Mr. Ron-

deau continued to purchase in substantial amounts. As in-

dicated earlier, by May 17 Mr. Rondeau’s purchases ex-

ceeded 5% of the total outstanding stock of the Company

and by the time his purchases were concluded in the first

few days of August he had purchased about 8% of the

Company’s common stock.

13. Mr. Rondeau, although a successful and knowl-

edgeable businessman, has stated that he has had no back-

ground in the federal securities laws and did not know

until on or about July 30, 1971, that when his holdings of

Mosinee common stock exceeded 5% he was required, by

the Williams Act (15 U.S.C. § 78m), to file a Schedule 13D,’

within ten days, with the Securities & Exchange Commis-

sion and send a copy to Mosinee Paper Corporation. Mr.

Rondeau has stated that he had asked a stockbroker earlier’

in 1971 generally about federal securities laws and had

been advised that he did not need to be concerned about

filing anything with the SEC until his holdings of the stock

of any one company exceeded 10%. That had been the law

until December of 1970 when the Securities & Exchange

Act of 1934 was amended to reduce the requirement in

Section 13(d)(1) from 10% to 5%. 15 U.S.C. 4 78m(d) (1).

Mr. Forester, a lawyer, a director of numerous corporations,

and manager of several very large trusts, has acknowledged -

7 wes SE I PE ES BEM GC RORT PSMA K CIEL EYL LLIGL OES DEAE ES IED Be GOIN LG SELENA AIR CNA IVT SENOS SEE PIT ETT

that he too was not familiar with the filing requirements of

the Act.

14. In July, Mr. Scholtens and Mr. Forester discussed

the fact that Mr. Rondeau’s holdings of Mosinee stock had

exceeded 60,000 shares, and decided that Mr. Forester

should get in touch with Mr. Rondeau. On July 30, Mr.

Forester wrote to Mr. Rondeau to suggest that they meet

to discuss Mr, Rondeau’s purchases and holdings. A copy

of this letter is attached hereto as Exhibit C. In this letter,

Mr. Forester observed that ‘‘your activity in the stock

seems to have created some problems under the Federal

Securities Laws for both you and the Company and these,

too, might be discussed.’’ He also observed that Mr. Ron-

deau’s activity in the company stock had given rise to

numerous rumors, some of which had been circulating in

the Mosinee mill.

aac RRS La diel e one oss 0:

15. Upon receiving Mr. Forester’s letter, Mr. Rondeau

promptly contacted Attorney Lyman A. Precourt, a partner

in the law firm of Foley & Lardner, and was advised that

he would have to file a Schedule 13D and further that he

should immediately discontinue purchases of Mosinee stock.

However, there were several outstanding orders that were

completed the first few days in August and one delivery of

shares in September pursuant to an earlier July confirma-

tion.

16. In the months of May, June and July, it was gen-

erally well known in Wausau and Mosinee that Mr. Rondeau

was purchasing Mosinee stock in substantial amounts. None

of Mr. Rondeau’s purchases were made in nominee or

street name, and all of the stock was registered either in

his own name (34,679 shares) or in the names of companies

identified with him (31,898 shares). —

17. Mr. Forester, for himself, his wife, and five of the

trusts that he manages, decided in late 1970 or early 1971

to purchase additional shares of Mosinee Paper Corpora-

LORETTA DEE PLE PESO PLIAGE DE DES LE LEE SE LIEN ALB tO, I SRNL LE EL LEO DH sal

tion stock. Until July 30 his purchases of Mosinee stock

had been regular, in rather modest amounts, and for the

most part through brokers in Wausau. Beginning July 30,

and for the next four trading days, however, he, and the

trusts he manages, purchased over 20,000 shares, with the

bulk of the purchases made through a broker in Buffalo,

New York. Exhibit D attached hereto is a schedule of

Mosinee stock purchases made by Forester, his wife and

the trusts he manages prepared under my supervision from

records produced by Mr. Forester at his deposition. I

believe the tabulation to be true and accurate. On August

9, 1971, Mr. Forester, for himself and his wife, and the

trusts Forwood manages, filed a Schedule 13D, a copy of

which is attached as Exhibit E.

18. Mr. Rondeau has stated that as his holdings of

Mosinee stock grew in June and July and rumors circulated

that his stock purchases were a matter of concern at the

Company, he began to give some thought to the persons

-managing ‘the company, the composition of its board of

directors and its future prospects. He has stated, however,

that he did not give any serious consideration to attempt-

ing to obtain control of the Company or to tendering for its

shares or to soliciting proxies from its shareholders at that

point in time. He has stated that it was only after his

initial telephone conversation with Mr. Precourt and sub-

sequently when they met in Mr. Precourt’s office and he

learned that it would be necessary for him to clearly state

, inhis 13D Schedule not only the purpose that he had when

he purchased Mosinee Paper Corporation stock in the

months of April, May, June and July, but also any purpose

that he might have in the future as respects Mosinee Paper

Corporation, that he seriously considered and discusse

with Mr. Precourt the wisdom of a tender offer for Mo-

sinee stock. Subsequently, Mr. Rondeau told Mr. Precourt

to include a statement in the Schedule 13D indicating that

he was giving consideration to a tender offer. He has stated

IC at

Te ae: d

CE a CY TON IIR i ett ILS AR WI: sR ts pen

that he took no active or affirmative steps looking to a

tender offér or proxy solicitation until after his Sohedule

13D was filed.

19. It is admitted that Mr. Rondeau gave little atten-

tion to the source of the funds that were invested in Mo-

sinee stock, or to the allocation and registration of Mosinee

shares either in his own name or in the name of his various

enterprises whose cash was used to purchase the shares.

Accordingly, it was difficult in August to determine

exactly how many shares had been purchased and to allo-

cate the shares between Mr. Rondeau and the various com- |

panies that he controls. However, the total amount of

shares purchased was ascertained and correctly stated in

Mr. Rondeau’s 13D Schedule, which was filed on August

25, and of which a copy is attached hereto as Exhibit F.

It was later discovered that the allocation among the

Rondeau entities shown on the 13D Schedule was not ac-

curate. When all of the allocations were completed and

verified, Mr. Rondeau filed a supplement to his 13D Sched-

ule on September 29, a copy of which is attached hereto as

Exhibit G. The supplement corrected two items and added

further explanation in the case of three other items, notably

his statement of purpose.

20, Within a few days after Mr. Rondeau’s Schedule

13D was received by Mosinee Paper Corporation it wrote

to each of its shareholders and later issued a press release,

copies of which are attached hereto as Exhibits H, I and J,

calling attention to Mr. Rondeau’s statement that he was

considering a tender offer. It commenced this action on

September 2. For a day or two after the aforesaid press

release was issued, Mosinee stock was quoted as high as

$19-$21 per share. However, there is no evidence that

Mosinee stock ever traded at that level and within a few

days it dropped back to the $1214-$14 range, where it

remains today.

21. Management of Mosinee continued to communicate

with its shareholders. Exhibit K. Mr. Rondeau, for the

purpose of communicating with Mosinee’s shareholders as

well as for the purpose of determining whether he would

proceed with a tender offer or to solicit proxies, requested,

starting in September, that. Mosinee provide him with a

copy of its shareholder list. No shareholders’ list was pro-

vided to Mr. Rondeau, and after several letters from Mr.

Scholtens, which were largely unresponsive to his request,

Mr. Rondeau filed a mandamus action in the Circuit Court

for Marathon County to obtain the stockholders’ list pur-

suant to court order. That action is pending and should

be resolved within the next few weeks.

22. To provide additional information and background

I have attached hereto recent financial reports of Mosinee

Paper Corporation as Exhibits L, M and N.

/s/ David E. Beckwith

Davi E. Becxwitu

Subscribed and sworn to before me this 24th day of De-

ember, 1971.

Olive Waldrop

Notary Public, Milwaukee County, Wisconsin.

My Commission Expires: 5/28/72

[Notarial Seal]

TABULATION OF FRANCIS A. RONDEAU, ET AL.

Exhibit A

MOSINEE PAPER CORPORATION STOCK

PURCHASES BASED ON BROKER CONFIRMATIONS

No. of

500

6,000

5,500

4;200

1,800

1,690

Cum.

Buyer Broker Price Total

Francis A. Rondeau, Milwaukee Company 12% 500

2 fas 124% 6,500 —

Francis Rondeau,

Incorporated si 12%, = 12,000

Mosinee Cold Storage 12% 16,200

Wausau Cold Storage “6 124% 18,000

Mosinee Cold Storage ~ Piper, Jaffrey &

: Hopwood 18,400

4 id 18,550

fs si 19,050

ex eg 21,050

Francis A. Rondeau Robert W. Baird 12% 22,050 .

«3 Milwaukee Company 12% 24,050

Francis Rondeau, |

Incorporated ace : 12% 25,050

Francis A. Rondeau: Robert W. Baird 1234 25,550

vd “J 12% 26,050

” : ed 124% 27,050

Rondeau Foundation Milwaukee Company 12% 27,566

Francis A. Rondeau _—_ Robert W. Baird 12% 27,946

es ase 125, 29,293

Francis A. Rondeau _—Piper, Jaffrey & |

, Hopwood 36,423 ©

Rondeau & Company Milwaukee Company 12% 37,423

. Francis Rondeau, — ;

Incorporated es 125, 38,723

Francis A. Rondeau _—~Piper, Jaffrey & ;

Hopwood 40,413 ;

ESE PEE OEE SEP LOIN EINE POY My ws 7

No. of

Shares Buyer

1,800 Francis A. Rondeau

400 "

1,300 Rondeau & Company

1,900 Francis A. Rondeau

2,300 5

1,980 -

100 oe:

500 ”

- 22 oe és

120 ; sa

500 yy

400 ”

1,150 -

100 as

290 i

820 m

400 Rondeau & Company

200 ”

400 .

‘500 Francis A. Rondeau

300: Francis A. Rondeau,

Agent

200 "

' 850 Francis A. Rondeau

200 ‘

400 Francis A. Rondeau,

Agent

Broker Price Total

Milwaukee Company 12% 42,213

Robert W. Baird 124%, 42,613

Milwaukee Company 12% 43,913

Piper, Jaffrey &

Hopwood 45,813

#6 48,113

zi 50,093 -

Robert W. Baird 12% 50,193

sis 12% 50,693

Milwaukee Comp 12% 50,893

Robert W. in eae

Je 12% 513613

“4 12% 51,913

Piper, Jaffrey &

Hopwooa 53,063

Robert W. Baird 12% 53,163

in 12% 53,383

se 12%, 54,203

Milwaukee Company 12% 54,603

- 12%, 54,803

ie 12%, 55,203

Piper, Jaffrey &

Hopwood 55,703

Milwaukee Company 12% 56,003

ss 12% 56,203

Piper, Jaffrey &

Hopwood 57,053

Robert W. Baird 12%, 57,253

si 12% 57,553

Milwaukee Company 12% 57,953

Date—

"71

7/13

7/15

7/16

7/19

7/20

7/21

a (1/22

, 61/21

1/21

1/27

7/29

7/30

8/ 4

7/21

;

7/22 *

No. of

ELE IRE LEY CLL IEE LEN IE,

Buyer

Francis A. Rondeau,

Agent

Francis A. Rondeau

”

Francis A. Rondeau,

Agent

Francis A. Rondeau

Francis A. Rondeau,

Agent

Francis A. Rondeau

”?

Francis A. Rondeau;

Agent

Francis A. Rondeau

Francis A. Rondeau,

Agent

Broker

Milwaukee Company

Robert W. Baird

- Milwaukee Company

Piper, Jaffrey &

Hopwood

Milwaukee Company

. 9?

”

Piper, Jaffrey &

Hopwood

S. C. Parker

Robert W. Baird

”

Milwaukee Company

Robert W. Baird

Milwaukee Company

Piper, Jaffrey &

Hopwood

Robert W. Baird

Milwaukee Company

CES va

Price

1234

12%

123,

12%

123,

12%

12%,

12%

1234

Exhibit B

FRANCIS A. RONDEAU, ET AL.

CHRONOLOGICAL CUMULATIVE TOTAL OF

MOSINEE PAPER CORP. STOCK REGISTRATIONS

4/28/71 500 500

5/ 6/71 5,500 6,000

5/ 6/71 4,200 10,200

lyon t 1,800 12,000

5/ 6/71 6.000 18,000

o/ 7/71 500 18,500

5/25/71 516 19,016

6/ 9/71 3,050 22,066

6/18/71 100 22,166 |

6/23/71 : 500 22,666

6/23/71 1,000 23,666

6/30/71 1,900 25,566

7/ 1/71 2,620. . 28,186

7/ V7 2,100 30,286

/ Vi 120 30,406

7/ 1/71 400 30,806

7/ 8/71 100 30,906

1/ 8/71 : 500 31,406

7/ 8/71 220 31,626

7/ 9/71 1,500 33,126

7/ 9/71 3,000 36,126

7/ 9/71 3,100 : 39,226

7/ 9/71 2,500 41,726

7/ 9/71 3,500 45,226

7/14/71

7/20/71

7/23/71

8/ 5/71

8/10/71

8/12/71

8/23/71

8/26/71

8/30/71

46,326

47,276

48,276

49,576

50,576

51,176

51,303

$1,803

52,403

53,503

53,563

53,803

54,003

54,203

54,503

55,003

55,853

56,673

56,873

58,393

58,793

59,193

59,493

59,693

59,993

61,197

61,797

62,097

63,097

64,097

65,497

Exhibit C

MOSINEE PAPER CORPORATION

P.O. BOX 65

WAUSAU, WISCONSIN 54401

, July 30, 1971

John E. Forester

Chairman of the Board

‘Mr. Francis A. Rondeau

Mosinee, Wisconsin

Dear Francis:

The stock transfer sheets for Mosinee Paper Corporation

indicate that you have a substantial stock interest in the

Company at this time and considerably more shares than

Chum understood to be your objective. I discussed the

matter with Chum, who is in Boston, yesterday, and he

suggested that I set up a meeting with you as soon as he

returns. Chum is expected in Mosinee late Tuesday night

and would be available for a meeting any time Wednesday

morning or early afternoon.

Your activity in the Company’s stock has given rise to

numerous rumors, some of which have beén circulating in

the mill. In the interest of the welfare of the Company we

would hope that these rumors could be put to rest.

Your activity in the stock seems to have created some prob-

lems under the Federal Securities Laws for both you and

the Company and these, too, might be discussed.

We feel that a meeting might better be held at some place

other than the mill or your office and I would suggest that

we. meet in our offices on the sixth floor of the First Ameri-

can National Bank Building.

I shall call you on Monday to see if the suggested time and

place for a meeting fit in with your plans and will then

firm it up with Chum who will be traveling back to Mosinee.

Yours most sincerely,

/s/ John E. Forester

JEF/gh

; 54

‘ Exhibit D

: JOHN E. FORESTER, ET AL. STOCK OWNERSHIP

3 AND PURCHASES

5 MOSINEE PAPER CORPORATION

; 11/70-8/9/71 PER SEC FORMS 4 and 13D FILED 8/9/71

, Date No. of Shares Cum. Total ' Purchaser * Total Held

~ 11/30/70 2700 JEF 33,166

» = 12/15/70 700 3,400 JEF 33,866

> 12/21/70 600 | 4,000 JEF 34,466

= 12/30/70 300 4,300 JEF 34,766

~ 12/31/70 200 4,500 JEF 34,966

> 1/8/71 500 5,000 JEF 35,466

» 1/14/71 300 5,300 JEF 35,766

a 61/19/71 500 5,800 JEF 36,266

= 1/21/71 4986 10,786 JEF 41,252

1/22/71 500 11,286 JEF 41,752

1/26/71 100 11,386 JEF 41,852

1/27/71 600 11,986 JEF 42,452

1/30/71 200 12,186 JEF 42,652

3/18/71 400 12,586 JEF 43,052

3/19/71 500 13,086 JEF 43,552

3/27/71 200 13,286 JEF 43,752

4/6/71 1012} 14,298 JEF 44,764

4/20/71 400° 14,698 JEF 45,164

4/21/71 200 14,898 JEF 45,364

7/30/71 ° 660 15,558 JEF 46,024

7/30/71 3033 18,591 NW Spire Tr. 49,057

7/30/71 3033 21,624 AWF Trust 52,090

7/30/71 3034 24,658 MW Fisher Tr. 55,124

8/2/71 2950 27,608 NW Spire Tr. 58,074

8/2/71 2950 30,558 AWF Trust 61,024

8/2/71 2950 33,508 MW Fisher Tr. 63,974

j 8/3/71 1183 34,691 NW Spire Tr. 65,157

* 8/3/71 118: 35,874 AWF Trust 66,340

8/3/71 1183 37,057 MW Fisher Tr. 67,523

8/4/71 1166 38,223 NW Spire Tr. 68,689

8/4/71 1167 39,390 AWF Trust 69,856

8/4/71 1167 40,557 MW Fisher Tr. 71,023

40,557

* Includes shares held by 5 trusts identified in 13D filed 8/9/71.

Exhibit E

SCHEDULE 13 D

Item 1. Security and Issuer.

State the title of the class of equity securities to which

this statement relates and the name and address of. the

issuer of such securities.

$5 Par Value Common Stock—Mosinee Paper Corpora-

tion, Mosinee, Wisconsin

Item 2. Identity and Background.

State the following with respect to the person filing this

statement:

(a) Name and business address: John E. Forester,

602 First American National Bank Bldg., Wausau,

Wisconsin 54401.

(b) Residence address: Franklin Hill, Wausau, Wis-

consin 54401.

the name, principal business and address of any cor-

poration or other organization in which such employ-

ment is carried on:

President, Forewood, Inc., 602 First American Na-

tional Bank Building, Wausaug Wisconsin 54401.

(d) Material occupations, positions, offices or em-

ployments during the last 10 years, giving the starting

and ending dates of each and the name, principal busi-

ness and address of any business corporation or other

organization in which each such occupation, position,

office or employment was carried on:

See attached Corporate Affiliations.

(e) Whether or not, during the last 10 years, such

person has been convicted in a criminal proceeding

t MBE NS OED 2M,

Rp gt Ll RP AEE es

tae

POD ANT EAR OT REM DAS Th ay

RS:

PA eg OTE PROSE Sod

(excluding traffic violations or similar misdemeanors)

and, if so, give the dates, nature of conviction, name

and location of court, and penalty imposed, or other

disposition of the case. A negative answer to this sub-

item need not be furnished to security holders.

Answer: None

Item 3. Source and Amount of Funds or Other Con-

sideration.

State the source and amount of funds or other considera-

tion used or to be used in making the purchases, and if any

part of the purchase price or proposed purchase price is

represented or is to be represented by funds or other con-

sideration borrowed or otherwise obtained for the purpose

of acquiring, holding, or trading the securities, a description

of the transaction and the names of the parties thereto:

John E. Forester Cash $ 8,475.10

1949 Nancy Woodson Spire Trust Cash 104,162.50

1949 Alice Woodson Forester Trust Cash 104,162.50

1949 Margaret Woodson Fisher Trust Cash 104,162.50

No borrowings.

Item 4. Purpose of Transaction.

State the purpose or purposes of the purchase or pro-

posed purchase of securities of the issuer. If the purpose or

one of the purposes of the purchase or proposed purchase

is to acquire control of the business of the issuer, describe

any plans or proposals which the purchasers may have to

liquidate the issuer, to sell its assets or to merge it with

any other persons, or to make any other major change in

its business or corporate structure, including, if the issuer

is a registered closed-end investment company, any plans

or proposals to make any changes in its investment policy

for which a vote would be required by Section 13 of the

Investment Company Act of 1940 (15 U.S.C. 804-13). .

LL HERP YS PLO SEE 4. Tersey Sy ety a ae

a STRRPOY EF PETAL AI I LAL TAI OEE IIL LE OY CF 7 pp eT St GAR A RN ERE GE ae OE POR IESG

Answer: For investment.

Item 5. Interest in Securities of the issuer.

State the number of shares of the security which are

beneficially owned, and the number of shares concerning

which there is a right to acquire, directly or indirectly, by

(i) such persons, and (ii) each associate of such person,

giving the name and address of each such associate. Furnish

information as to all transactions in the class of securities

to which this statement relates which were effected during

’ the past 60 days by the person filing this statement and

by its subsidiaries and their officers, directors and affiliated

persons.

(a) Beneficial Ownership Number of Shares

John E. Forester, Box 65, Wausau, Wisconsin 3,502

Associates

Alice Woodson Forester, Franklin Hill, _

Wausau, Wis. 7,424 (2)

1949 Naney Woodson Spire Trust,

Box 65, Wausau, Wis. 15,084 (1) (4)

1949 Alice Woodson Forester Trust,

Box 65, Wausau, Wis. 15,086 (1) (3) (4)

1949 Margaret Woodson Forester Trust,

Box 65, Wausau, Wis. 15,087 (1) (4)

1960 Nancy W. Spire Trust,

Box 65, Wausau, Wis. 7,424 (1)

1957 Margaret W. l’isher Trust,

Box 65, Wausau, Wis. 7,416 (1)

(1) John E. Forester is a trustee of these trusts.

(2) Alice Woodson Forester is the wife of John E.

Forester.

(3) John E. Forester’s wife, Alice Woodson For-

ester, has a beneficial interest in this trust.

(4) A minor child of Alice Woodson Forester whose

residence is John E. Forester’s home has a beneficial

interest in these trusts.

(b) On July 30, 1971 John E. Forester purchased

660 shares.

Shares were purchased by the trusts listed below on

the dates and in the number of shares indicated :

7/30/71 «8/2/71 —s-8/3/71_—s: 8/4/71

1949 Nancy Woodson

Spire Trust 3,033 2,950 1,183 1,166

1949 Alice Woodson

Forester Trust 3,033 2,950 1,183 1,167

1949 Margaret Woodson

Fisher Trust 3,934 2,950 1,183 1,167

Item 6. Contracts, Arrangements, or Understandings

with Respect to Securities of the Issuer. —_—_/

Furnish information as to any contraets, arrangements,

or understandings with any person with respect to any

securities of the issuer, including but not limited to transfer

of any of the securities, joint ventures, loan or option ar-

rangements, puts or calls, guaranties of loans, guaranties

’ ’

against loss or guaranties of profits, division of losses or

profits, or the giving or withholding of proxies, naming the

persons with whom such contracts, arrangements, or un-

derstandings have been entered into, and giving the details

thereof.

Answer: None.

Item 7. Persons Retained, Employed or to be Compen-

sated.

Where the Schedule 13D relates to a tender offer, or re-

quest or invitation for tenders, identify all persons and

classes of persons employed, retained or to be compensated

CEI HORA y E a eee 2 GE AOI, LOPLI LEE LS MN LEI, POD IOS ME GY feet ss

by the person filing this Schedule 13D, or by any person on

his behalf, to make solicitations or recommendations to

security holders and describe briefly the terms of such

employment, retainer or arrangement for compensation.

Answer: Not applicable.

Item 8 Material to be Filed as Exhibits.

Copies of all requests or invitations for tenders or ad-

vertisements making a tender offer or requesting or in-

viting tenders, additional material soliciting or requesting

such tender offers, solicitations or recommendations to the

holders of the security to accept or reject a tender offer or

request or invitation for tenders shall be filed as an exhibit.

Answer: Not applicable.

The individual filing this schedule disclaims that he or

his named associates are a person or group within the pur-

view or meaning of Section 13D of the Securities Exchange

Act and the rules and regulations promulgated by the Se-

curities Exchange Commission thereunder and disclaims

the necessity of filing this schedule. The filing is made by

the undersigned because he desires to make available the

information herein contained to Mosinee Paper Corpora-

tion as well as to the Securities and Exchange Commission.

Signature

I certify that to the best of my knowledge and belief the

information set forth in this statement is true, complete

and correct.

/s/ John E. Forester

Joun E. Forester

August 9, 1971

Ra EN

Joun E. Forester .

602 First American National Bank Building

Wausau, Wisconsin 54401

715-845-9201

: CORPORATE AFFILIATIONS '

Starting

Date (all continue to present )

1961 Central Wisconsin

‘Bankshares, Inc. Wausau, Wisconsin VP & Director

1968 Employers Insurance of

Wausau Wausau, Wisconsin Director .

1961 First American National

Bank : Wausau, Wisconsin Director

1960 Forewood, Inc.

(Financial Consulting) Wausau, Wisconsin Pres. & Director

1961 Longview Fibre Company Longview, Washington Director

1958 Marathon Electric Manu-

facturing Corporation Wausau, Wisconsin VP & Director

1967 The Marathon Electric

Foundation, Ine. Wausau, Wisconsin VP & Director

1967 Marathon Electric Re-

search of Canada, Ltd. Toronto, Ontario VP & Director

1971 Marshall & Ilsley Bank Milwaukee, Wisconsin Director

1958 Masonite Corporation Chicago, Illinois Director

1969 MCI-North Central

States, Ine. Minneapolis, Minnesota VP & Director ;

1958 Montana-Dakota :

Utilities Co. Bismarck, North Dakota VP & Director

1968 Mosinee Paper Mills

Company Mosinee, Wisconsin Bd Chm & Director

1970 Wausau Paper Mills

Company Brokaw, Wisconsin Bd Chm & Director _

1958 Wausau Theatres a

Company Wausau, Wisconsin Director z

‘1966 Wisconsin Valley Trust 4

Company Wausau, Wisconsin See-Treas& Director _

1952 The Aytchmonde Woodson

;

Foundation, Inc. Wausau, Wisconsin Secy & Director 4

1958 Woodson Fiduciary Wilmington, Delaware Pres., Treas. & =

Corporation Director &

MOSINEE PAPER CORPORATION

STATEMENT FILED PURSUANT TO

SECTION 13(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

SCHEDULE 13D

Item 1. Security and Issuer.

Common Stock, $5.00 par value, Mosinee Paper

Corporation (Issuer), Mosinee, Wisconsin 54455.

Item 2. Identity and Background.

I. (a) Francis A. Rondeau

P.O. Box 10

Mosinee, Wisconsin 54455

(b) Maple Ridge Road

Mosinee, Wisconsin 54455

Storage, Inc., P.O. Box 10, Mosinee, Wisconsin

54455

Cold storage and food commodities.

(d) (i) President

Wausau Cold Storage Company, Ine.

832 Cleveland Avenue

Wausau, Wisconsin 54401

Cold storage of food commodities

Prior to 1961 to date

(ii) Vice President and Director .

First Wisconsin National Bank of Wausau

400 Scott Street.

Wausau, Wisconsin 54401

General Banking

1963 to date ;

(ili) President and Director

Francis Rondeau, Incorporated

P.O. Box 10

Mosinee, Wisconsin 54455

Packaging and processing of natural cheese

‘ products

» Prior to 1961 to date

(e) Francis A. Rondeau has not, during the past ten

years, been convicted in any criminal proceeding.

II. (a) Mosinee Cold Storage, Inc.

Bes 30.’

' Mosinee, Wisconsin 54455

(b) Not applicable

(d) Not applicable

(e) Mosinee Cold Storage, inc. has not, during the

past ten years, been convicted in any criminal

proceeding.

Information called for by Item 2 with respect to the

officers and directors of Mosinee Cold Storage, Inc. is as

follows:

mies (a)-(e) Francis A. Rondeau, President and Director

(The information concerning Francis A. Rondeau

contained in I (a)-(e) above is incorporated by

reference herein as if fully set forth herein).

(a) Homer Ayvazzadeh

P.O. Box 10

Mosinee, Wisconsin 54455

(b) 1010 Maple Street

‘ Wausau, Wisconsin 54401

trol of Mosinee Cold Storage, Inc., P.O Box 10,

Mosinee, Wisconsin 54455 (cold storage of food

commodities) ; Vice-President, Secretary, Director

and head of quality control of Francis Rondeau,

Incorporated, P.O. Box 10, Mosinee, Wisconsin

04455 (packaging and processing of natural cheese

products).

(d) (i) Chemical Engineer

Armour & Company

St. Paul, Minnesota

1962-1964

Meat packer and processor

(ii) Secretary and Director and head of quality

control

Mosinee Cold Storage, Inc.

P.O. Box 10

Mosinee, Wisconsin 54455

1964 to date

Cold storage of food commodities

(iii) Vice President, Secretary, Director and head

of quality control, Francis Rondeau, Incor-

porated, P.O. Box 10, Mosinee, Wisconsin

54455

- 1964 to date

Packaging and processing of natural cheese

products

(a) Marie Rondeau (wife of Francis A. Rondeau)

P.O. Box 10

Mosinee, Wisconsin 54455

(b) Maple Ridge Road

Mosinee, Wisconsin 54455

as (i) Treasurer and Director of Mosinee Cold

Storage, Inc., P.O. Box 10, Mosinee, Wisconsin

a POPS OE LER OMRGI L IPRS OTIC

SMI BEY alle at nH S Phe ou a

ee YS Pe ce? oe ee

gh RY PS ated

ee ay Pee tee a DM

54455 (cold storage of food commodities), (ii)

Treasurer and Director of Francis Rondeau, In-

corporated, P.O. Box 10, Mosinee, Wisconsin 54455

(packaging and processing of natural cheese prod-

ucts), and (iii) Secretary and Director of Wausau

Cold Storage Company, Inc., 832 Cleveland Ave-

nue, Wausau, Wisconsin 54401 (cold storage of

food commodities).

(d) (i) 1961-date—housewife

(ii) 1961-date—Treasurer and Director of Mosinee

Cold Storage, Inc., P.O. Box 10, Mosinee, Wis-

consin 54455 (cold storage of food commodi-

ties) “

(iii) 1961-date—Treasurer and Director of Francis

Rondeau, Incorporated, P.O. Box i6, Mosinee,

Wisconsin 54455 (packaging and processing

of natural cheese products)

(iv) 1961-date—Secretary and Director, Wausau

Cold Storage Company, Inc., 832 Cleveland

Avenue, Wausau, Wisconsin 54401 (cold stor-

age of food coinmodities)

(e) Mrs. Rondeau has not, during the past ten years,

been convicted in any criminal proceeding.

_ il. (a) Francis Rondeau, Incorporated

wbhareatde,

P.O. Box 10

Mosinee, Wisconsin 54455

(b) Not applicable ‘

products

(d) Not applicable

(e) Francis Rondeau, Incorporated has not, during the

past ten years, been convicted in any criminal proceeding.

‘Information called for by Item 2 with respect to the

officers and directors of Francis Rondeau, Incorporated is

asfollows:

(a)-(e) Francis A. Rondeau, President and Director

(The information concerning Francis A. Rondeau

contained in I (a)-(e) above is incorporated by

reference herein as if fully set forth herein).

(a)-(e) Homer Ayvazzadeh, Vice President, Secretary

and Director (The information concerning Homer

Ayvazzadeh contained in II (a)-(e) above is incor-

porated by reference herein as if fully set forth

herein).

(a)-(e) Marie Rondeau, Treasurer and Director (The

information concerning Marie Rondeau contained

in II (a)-(e) above is incorporated by reference

’ herein as if fully set forth herein).

IV. (a) Wausau Cold Storage Company, Inc.

832 Cleveland Avenue =

Wausau, Wisconsin 54401

(b) Not applicable

(d) Not applicable

(e) Wausau Cold Storage Company, Inc. has not,

during the past ten years, been convicted in any criminal

proceeding.

Information called for by Item 2 with respect to the

officers and directors of Wausau Cold Storage Company,

Inc. is as follows:

(a)-(e) Francis A. Rondeau, Chairman of the Board,

President and Director (The information concern-

ing Francis A. Rondeau contained in I (a)-(e)

above is incorporated by reference herein as if

fully set forth herein).

4 (a)-(e) Marie Rondeau, Secretary and Director (The

a information concerning Marie Rondeau contained

in II (a)-(e) above is incorporated by reference

herein as if fully set forth herein).

(a) George Rondeau

832 Cleveland Avenue

Wausau, Wisconsin 54401

(b) 1004 Arnold Street

Rothschild, Wisconsin 54474

Storage Company, Inc., 832 Cleveland Avenue,

Wausau, Wisconsin 54401

Cold storage of food commodities

(d) (i) 1961-1965, Student, Spencerian College, Mil-

: waukee, Wisconsin . bs

2 (ii) 1965-April, 1967, Sales Representative, Folgers

‘ Coffee Co., Kansas City, Missouri, coffee pro-

ducers

a wetose 3 PR ee Sees

CO RE TRS eT eee Ge aoe ee ne

LUE GaGa OA AL " ;

(iii) April, 1967-date, Manager, Treasurer and Di-

rector, Wausau Cold Storage Company, Inc.,

832 Cleveland Avenue, Wausau, Wisconsin

54401

Cold storage of food commodities

(e) George Rondeau has not, during the past ten years,

‘been convicted in any criminal proceeding.

V. (a) Rondeau Foundation

P.O. Box 10

Mosinee, Wisconsin 54455 —

(b) Not applicable

ie RCN DT IE MMi AAT RAPE Ora ARS >

(d) Not applicable

(e) Rondeau Foundation has not, during the past ten

years, been convicted in any criminal proceeding.

‘ ;

Rondeau Foundation is a Wisconsin non-profit charitable

corporation organized in 1956. Information with respect to

the officers and directors of the Rondeau Foundation is as

follows:

(a)-(e) Francis A. Kondeau, President and Director

(The information concerning Francis A. Rondeau

contained in I (a)-(e) above in incorported by

reference herein as if fully set forth herein).

(a)-(e) Marie Rondeau, Secretary and Director (The

information concerning Marie Rondeau contained

in II (a)-(e) above is incorporated by reference

herein as if fully set forth herein).

(a)-(e) George Rondeau, Treasurer and Director (The

information concerning George Rondeau contained

in IV (a)-(e) above is incorporated by reference

herein as if fully set forth herein).

VI. (a) Rondeau & Company

P.O. Box 10

Mosinee, Wisconsin 54455

(b) Not applicable

posed of one general partner and 9 limited partners. It

owns real estate and securities. "

(d) Not applicable

(e) Rondeau & npempaned edb during the past ten

years, been convicted in any criminal proceeding.

Information with respect to the general and limited

partners of Rondeau & Company is as follows:

(a)-(e) George Rondeau, General Partner (The infor-

mation concerning George Rondeau contained in

IV (a)-(e) above is incorporated by reference

herein as if fully set forth herein).

(a)-(e) Francis A. Rondeau, Limited Partner (The

information concerning Francis A. Rondeau con-

tained in I (a)-(e) above is incorporated by refer-

ence herein as if fully set forth herein).

(a)-(e) Marie Rondeau, Limited Partner (The infor-

mation concerning Marie Rondeau contained in II

(a)-(e) above is incorporated by reference herein

as if fully set forth herein).

(a)-(e) Homer Ayvazzadeh, Limited Partner (The in-

formation concerning Homer Ayvazzadeh con-

tained in II (a)-(e) above is incorporated by

reference herein as if fully set forth herein).

(a) John Rondeau (Limited Partner)

P.O. Box 10

Mosinee, Wisconsin 54455

(b) Half Moon Lake

Mosinee, Wisconsin 54455

rated, P.O. Box 10, Mosinee, Wisconsin 54455

Packaging and processing of natural cheese

products

(d) 1962-1966, Student, St. Norbert’s College, Green

Bay, Wisconsin

1966-1968, Sales Representative, Shell Oil Com-

pany, Des Moines, Iowa

1968 to date, production manager, Francis Ron-

deau, Incorporated, P.O. Box 10, Mosinee, Wiscon-

sin 54455 eS

(e) John Rondeau has not, during the past ten years,

been convicted in any criminal proceeding.

»>

See Picton at oa hah atom hie aie ea Ol ea

bye ah

PM SOAs 1G PR ee Td

(a) Frank Rondeau (Limited Partner)

704 Kinglet Avenue

Wausau, Wisconsin 54401

(b) 704 Kinglet Avenue

Wausau, Wisconsin 54401

Company, Kansas City, Missouri

Greeting cards

(d) 1965-1969, Student, Spencerian College, Milwaukee,

Wisconsin

1969 to date, Sales Representative, Hallmark

Greeting Card Company, Kansas City, Missouri

Greeting cards

(e) Frank Rondeau has not, during the past ten years,

been convicted in any criminal proceeding.

(a) Earl Rondeau (Limited Partner)

Maple Ridge Road

Mosinee, Wisconsin 54455

(b) Maple Ridge Road

Mosinee, Wisconsin 54455

(d) None

(e) Earl Rondeau has not, during the past ten years,

been convicted in any criminal proceeding.

(a) Carol Rondeau Ayvazzadeh (Limited Partner)

1010 Maple Street

Wausau, Wisconsin 54401

(b) 1010 Maple Street

Wausau, Wisconsin 54401

(d) Housewife for over past ten years.

(e) Carol Rondeau Ayvazzadeh has not, during the

past ten years, been convicted in any criminal proceeding.

(a) Paul Rondeau (Limited Partner)

c/o Rubuen Cocoa Restaurant

Phoenix, Arizona

(b) Apartment #227

Canlan Apartments

5145 North 7th Street

Phoenix, Arizona 85014

Phoenix, Arizona

Restaurant

(d) (i) September 1967—January 1971, Student, St.

Norbert’s College, Green Bay, Wisconsin

(ii) January 1971 to date—Assistant Manager,

Rubuen Cocoa Restaurant, Phoenix, Arizona

Restaurant

(e) Paul Rondeau has not, during the past ten years,

\ been convicted in any criminal proceeding.

(a) Rosylind Rondeau (Limited Partner)

18410 Jamaica Avenue

Hollis, New York 11423

(b) Apartment #2D

433 East 83rd Street

New York, New York 10028

Avenue, Hollis, New York 11423

Toy manufacturer

(d) (i) 1961-1963, Designer, Hallmark Greeting Card |

Company, Kansas City, Missouri |

Sa, Sapo ee OX Se

~~ - _— —s> < - ai 7 ban. 2 see! eee . a re

RAC Pe en ee ee ee

* 7h

Greeting cards

(ii) 1963-1965, Designer, Playskool Toy Company,

Chicago, Illinois

Tuy manufacturer

(iii) 1965-1967, Designer, Tootsie Toy Division of

Strombecker Corporation, Chicago, Illinois

Toy manufacturer

(iv) 1968, Designer, Sylvestries, Chicago, Illinois

Commercial Designers and Decorators

(v) 1969 to date, Designer, Ideal Toy Company,

18410 Jamaica Avenue, Hollis, New York 11423

Toy manufacturer

(e) Rosylind Rondeau has not, during the past ten

years, been convicted in any criminal proceeding.

NOTE: Francis A. Rondeau, through stock ownership,

corporate offices, and family relationships, controls Mosi-

nee Cold Storage, Inc., Wausau Cold Storage Company,

Ine. and Francis Rondeau, Incorporated. In addition, he

also controls the Rondeau Foundation and Rondeau &

Company. Information with respect to Francis A. Ron-

deau as required by Items (a)-(e) of Item 2 of this

Schedule 13D is set forth in I (a)-(e) above and is in-

corporated herein by reference as if fully set forth herein. °

Item 3. Source and Amount of Funds or Other Considera-

tion.

All purchases of the Issuer’s common stock made to date

have been financed as follows:

1. Approximately $598,000 from Francis A. Rondeau of

which approximately $300,000 came from Mr. Rondeau’s

own funds and the remainder borrowed from Rondeau &

Company on open account.

ee ae oe Se ET RES FeO Ne ee ee ee 3 =

2. Mosinee Cold Storage, Inc. borrowed $30,000 from the

| First Wisconsin National Bank of Wausau on a 90-day

note at 544% secured by certain secarities owned by it and

related companies named herein. This loan has been repaid.

3. Francis Rondeau, Incorporated borrowed $100,000

from the First Wisconsin National Bank of Wausau on a

y0-day note at 544% secured by certain securities owned

by it and related companies named herein. This loan has

been repaid.

4. Rondeau & Company borrowed $307,000 from the

First Wisconsin National Bank of Milwaukee at an annual

interest rate of 6% secured by certain securities owned by

it and related companies named herein. This loan has been

repaid.

NOTE: Of the funds identified in 1 to 4 above, approxi-

mately $865,500 was utilized to purchase common stock

of the Issuer and the balance used to make purchases of

securities of other corporations.

Francis A. Rondeau and one or more of his controlled

corporations and other entities” ently are considering

investing approximately $3, c00iiiReer additional funds in

the common stock of the Issuer. These funds are expected

to be obtained as follows:

(a) $1,200,000 to be invested by Mosinee Cold Storage,

Inc., out of proceeds to be received from the sale of real

property located in Marathon County, Wisconsin; such

transaction is expected to close within the next 12 months;

(b) Francis A. Rondeau and his associates propose to

sell approximately $1,000,000 of marketable securities to

provide additional funds for investment in common stock

of the Issuer;

rowed although no commitments for any such borrowings

Swe

or loans have been entered into or have gone beyond the

negotiation and discussion stage.

Item 4. Purpose of Transaction.

Francis A. Rondeau determined during early part of

1971 that the common stock of the Issuer was undervalued

in the over-the-counter market and represented a good in-

» vestment vehicle for future income and appreciation. Fran-

cis A. Rondeau and his associates presently propose to seek

to acquire additional common stock of the Issuer in order

to obtain effective control of the Issuer, but such invest-

ments as originally determined were and are not necessarily

made with this objective in mind. Consideration is currently

being given to making a public cash tender offer to the

shareholders of the Issuer at a price which will reflect

current quoted prices for such stock with some premium

added. In the event control of the business of the Issuer is

obtained, Francis A. Rondeau and his associates have no

intention to liquidate the business of the Issuer, sell its

assets, merge it with any other group or entity, or make

any other major change in its business or corporate struc-

ture except with respect to consideration being given to

management changes in an effort to provide a Board of

Directors which is more representative of all of the share-

holders, particularly those outside of present management,

in order to improve such management with the intent of

attempting to better assure the stockholders’ equity growth

and payment of increased dividends, if possible.

All such purchases were effected through registered

broker-dealers in the over-the-counter market at prevailing

prices and were made over a period of time from April 5,

1971 through August 4, 1971.

Item 5. Interest in Securities of the Issuer.

No. of Shares.

Owned of Record

and Benefically

Francis A. Rondeau 45,911

(individually and as agent for

companies listed below)

Associates:

Mosinee Cold Storage, Ine. 7,250

P.O. Box 10

Mosinee, Wisconsin 54455

Francis Rondeau, Incorporated 7,800

P.O. Box 10

Mosinee, Wisconsin 54455

Wausau Cold Storage Company, Inc. 1,800

832 Cleveland Avenue

Wausau, Wisconsin 54401

Rondeau Foundation 516

P.O. Bex 10

Mosinee, Wisconsin 54455

Rondeau & Company 3,300

P.O. Box 10

Mosinee, Wisconsin 54455

Total . 66,577

Within the past 60 days, Francis A. Rondeau has pur-

chased 10,974 shares of the Issuer and his associate, Ron-

deau & Company, has purchased 1,000 shares. Neither

Francis A. Rondeau nor any of his associates named above

have any right to acquire, directly or indirectly, any addi-

tional shares.

Item 6. Contracts, Arrangements, or Understandings With

Respect to Securities of the Issuer.

None

Item 7. Persons Ketained, Employed or to be Compensated.

Not applicable

Item 8. Material to be Filed as Exhibits.

Not applicable

I certify that to the best of my knowledge and belief, the

information set forth in this statement is true, complete

and correct.

August 25, 1971

/s/ Francis A. Rondeau

Francis A. Rondeau

MostneE Corp Soraeg, Inc.

By /s/ Francis A. Rondeau

Francis A. Rondeau

Francis RonpDEAU, INCORPORATED

By /s/ Francis A. Rondeau

Francis A. Rondeau

Wausau Cotp Strorace Company, Inc.

By /s/ Francis A. Rondeau

Francis A. Rondeau |

Ronpeavu FounpDaTION

By /s/ Francis A. Rondeau

Francis A. Rondeau

Ronpgavu & Company

By /s/ Francis_A. Rondeau

Francis A. Rondeau

Exhibit G

MOSINEE PAPER CORPORATION °

AMENDMENT TO STATEMENT FILED

PURSUANT TO SECTION 13(d) OF THE

SECURITIES EXCHANGE. ACT OF 1934

AMENDMENT TO SCHEDULE 13D

HERETOFORE FILED

This Amended Schedule 13D is hereby mace and iiled in

order to amend, clarify and supplement the Schedule 13D

of the undersigned, dated August 25, 1971. This Amended

Schedule 13D has been required because all of the trans-

actions concerning the purchase of common stock of the

Issuer by Francis A. Rondeau and his associates were not

as of August 25, 1971, fully accounted for and recorded

_and full description thereof was not at that daté-possible.

In addition, a further review of such transactions has

revealed that some additional disclosures should be made

and minor corrections to such Schedule 13D specified.

1. With respect to Item 3, the undersigned, Mosinee Cold

Storage, Inc., and Francis Rondeau, Incorporated, now state

and aver that no part of the proceeds of loans received

from First Wisconsin National Bank of Wausau‘as referred

to in paragraphs 2 and 3 of said Item 3 were utilized for

the purchase of common stock of the Issuer. However, it

has now been determined that Mosinee Cold Storage, Inc.

borrowed $50,000 on May 11, 1971, from First Wisconsin

National Bank of Wausau at 512% interest, secured by

certain securities, certificates of deposit and insurance

policies owned by it and related companies’ named in the

Schedule 13D, and Wausau Cold Storage Company, Inc.

borrowed $50,000 on June 29, 1971, from First Wisconsin

National Bank of Wausau at 512% interest, secured by

certain securities, certificates of deposit and insurance poli-

cies owned by it and related companies named in the

Schedule 13D. An undetermined portion of the proceeds of

these loans were advanced by said corporations to Francis

A. Rondeau and used by him to purchase shares of common

stock of the Issuer. Both of the aforesaid loans have been

fully repaid.

2. Further, with respect to Item 3, the undersigned, Ron-

deau & Company borrowed the aggregate sum of $307,000

at 6% annual interest from First Wisconsin National Bank

of Milwaukee between May 10, 1971, and July 20, 1971,

of which approximately $187,000 was used to purchase

common stock of the Issuer in the name of Rondeau &

Company and of Francis A. Rondeau and Francis A. Ron-

deau, Nominee. The above loans were secured by the col-

lateral pledge to said Bank of shares of common stock of

the Issuer and of other securities owned by Francis A.

Rondeau and/or his associates identified in this Amended

Schedule 13D. The loans from First Wisconsin National

Bank of Milwaukee were paid, in full, on August 27, 1971,

with proceeds received by Francis A. Rondeau and/or his

associates from the sale of securities other than shares of

common stock of the Issuer.

3. Further, with respect to Item 3, Francis A. Rondeau

states and avers that subsequent to August 9, 1971, he has

had discussions with representatives of First Wisconsin

National Bank of. Milwaukee and Marine National Exchange

Bank of. Milwaukee relative to he and/or his associates

obtaining loans for the purchase of additional shares of

common stock of the Issuer. No commitment or agreements

relative to any such borrowing has been received or entered

into.

4. With respect to Item 4, concerning the purpose of the

transactions reported in the Schedule 13D, Francis A. Ron-

deau concluded during the early part of 1971 that the

common stock of the Issuer was under-valued, that is, it

was selling below its true value in the over-the-counter

market and accordingly was a good investment for future

af inceme and appreciation. Francis A. Rondeau and his asso-

: ciates commenced their purchases of the common stock of

3 the Issuer early in April, 1971 with the intent of holding

3 the stock for investment purposes. The price at which

4 Francis A. Rondeau and his associates were able to pur-

ce chase the common stock of the Issuer did not change mate-

rially in the months of April, May, June and July, and

Mr. Rondeau and his associates continued to purchase com-

mon stock of the Issuer believing it to be a good investment.

As more common stock of the Issuer was accumulated by

Mr. Rondeau and his associates, they began to give some

consideration to the composition of the Board of Directors

of the Issuer and the persons who exercised actual control

of the Issuer’s affairs, but at no time prior to early August

did Mr. Rondeau or his associates come to any definitive

conclusions respecting control of the Issuer. or give any

serious consideration to any plan to attempt to obtain, or

to affect, the control of the Issuer...___ oo eee

Upon being advised in early August of 1971 for the first

time that their purchases of the Issuer’s common steck were

of sufficient magnitude to require the filing of this Schedule

13D, Mr. Rondeau and his associates consulted with legal

counsel and learned that to file this Schedule, they would

be required to state the purpose for which they had acquired

and would continue to acquire common stock of the Issuer.

Upon receiving additional advice on means that might be

employed either to gain control of the Issuer or affect the a

composition of its Board of Directors, Mr. Rondeau and

his associates for the first time gave serious consideration

to making a tender offer for the purchase of additional

shares of the common stock of the Issuer.

SED yl sak

ee ee ee wa ats

Consideration is currently being given to making a public

cash tender offer to the shareholders of the Issuer at a

price which will reflect current quoted prices for such stock,

plus some premium. Consideration is also being given to

asking other owners of the common stock of the Issuer

cs re Een Ve a a

‘ "

cae cee

who may not choose to sell their shares to vote their shares

in support of directors nominated or suggested by Mr.

Rondeau and his associates. However, no plans to obtain

proxies have been formulated, nor has it finally been de-

termined whether or how to make a cash tender offer or

solicit proxies. In the event control of the business of the

Issuer is obtained, Francis A. Rondeau and his associates

have no intention to liquidate the business of the Issuer,

sell its assets, merge it with any other group or entity, or

make any other major change*in its business or corporate

structure except consideration will be given to management

changes in an effort to provide a Board of Directors which

is more representative of and responsive to all of the

shareholders, particularly those outside of present man-

agement, and in order to improve operating management

for the purpose of assuring growth of stockholders’ equity

and payment of increased dividends.

All such purchases were effected through registered

~~ "proker-dealers in the over-the-counter market at prevailing ~~

prices and were made over a period of time from April 5,

1971 through August 4, 1971. 4

5. With respect to Item 5, as of the date hereof, shares

of common stock of the Issuer are owned of record and

beneficially by Francis A. Rondeau and his associates as

follows:

~ 4 i ay,

von? ake ao ™

See ere rec meeenmernenencnennsenencmnneniiiitiaiiasiie iia

i 80

2 Number of Shares

: of Record and

Beneficially

3 Francis A. Rondeau 34,679

\ 3 ‘Mosinee Cold Storage, Inc. 11,020

a Francis Rondeau, Incorporated 7,060

4 Wausau Cold Storage Company, Inc. f 3,600

; Francis A. Rondeau Foundation, [

Incorporated 1,957

Rondeau & Company . 7 4,600

Ronco 264

Mosinee Cold Storage, Inc.,

Wausau Cold Storage Company, Inc.,

end Francis Rondeau, Incorporated, as

-participating Employers in The Emjay

Corporation Master Profit Sharing Plan

dated October 14, 1968 3,397

66,577

Ronco is a limited partnership of which Francis A.

Rondeau is the General Partner and his seven minor grand-

children are the limited partners. Its address is P.O. Box

10, Mosinee, Wisconsin 54455. This partnership operates

as an investment entity purchasing and selling securities

and other investments. Neither Ronco, nor any partner

thereof, has, during the past ten years, been convicted in

any criminal proceeding. None of the limited partners, all

of them being minors, has any employment experience.

The Emjay Corporation Master Profit Sharing Plan is

a qualified trust under Sections 401(a) and 501(a) of the

Internal Revenue Code and by Joinder Agreement dated-

April 28, 1970, Mosinee Cold Storage, Inc., Wausau Cold

Storage, Inc. and Francis Rondeau, Incorported, became

participating Employers thereunder for the benefit of their

respective employees. Such trust was organized under date

of October 14, 1968, and Stanley J. Matek whose address

is 622 North Cass Street, Milwaukee, Wisconsin 53202, is

the trustee of such Plan. George Rondeau, Marie Rondeau

and Homer Ayvazzadeh are members of the Administrative

Committee of such Plan. Mr. Matek resides at 2835 North

Summit Avenue, Milwaukee, Wisconsin 53211, and his pres-

ent principal occupation and employment is Executive Di-

rector of The Mental Health Planning Committee of Mil-

waukee County whose address is 8855 West Watertown

Plank Road, Milwaukee, Wisconsin 53226. He has held such

employment since July 1, 1969. From February 1, 1968, to

. July 1, 1969, Mr. Matek was Associate Director of the same

n agency. Prior to that time and since 1961, Mr. Matek was

a seminary student at Sacred Heart Monastery, Hales *

Corners, Wisconsin, and did graduate study, at ee

: University and the University of Wisconsin.

: 6. With respect to Item 6, from time to time, starting

Z -- in the late summer of 1971 and continuing to the present

> _¢ ~ time, Francis’ Ar Rofdeau and his ‘associates have had

5 telephone and personal discussions with other persons who

own common stock of the Issuer. The names of such per-

sons, as best as can be recalled by Mr. Rondeau and his

associates, are listed below. Most of these discussions were

originated by. the other party to the discussion. They in-

volvgj such matters as‘tHe-true value of the common stock

of the Issuer, the composition of its Board of Directors,

the person or persons who exercise effective control of the

Board of Directors, the possibility of changing control of

the corporation and the future praspects of Mosinee Paper

Company. In no instance did Mr. Rondeau or his associates

Solicit, ask for or obtain from any of the persons listed

below, or any other shareholder of Mosinee Paper Com-

pany, any proxy or agreement to vote stock, agreement or ~<»-

understanding to purchase or sell stock,-or agre@ment or

Ses Ste Ress

SUG SEA ay Mage ee x 297 98 eRe RS ROT a + chee

understanding to assist or-cooperate with Mr. Rondeau or

his associates. Nor have Mr. Rondeau or his associates

obtained from any shareholder of Mosinee Paper Company

any formal o: informal, explicit or implicit, or other agree-

ment or understanding, arrangement or contract respecting

the securities of the Issuer. Accordingly, in this Item 6, as

well as in other Items of this Schedule, no other persons

or firms’ names can or should be listed, nor can or should

any contracts, arrangements or under standings be set forth.

The persons referred to are:

Mr. Earl Bachman Mr. Orin Boeyink

203 Water Street 301 Water Street

Mosinee, Wisconsin Mosinee, Wisconsin

Miss Margaret Dessert Mr. William Yeshek

614 4th Street . Minocqua &

Mosinee, Wisconsin Wisconsin :

Mr. Jack Altenberg Mr. Robert Seith ‘

Route 5 Gulf States Paper Company

Mosinee, Wisconsin Tuscaloosa, Alabama :

I certify that to the best of my knowledge and belief, the

information set forth in this statement is true, complete

and correct.

September _, 1971.

SRST Sid Be RS ara oo

Francis A. Rondeau

MostneE Cop Sroraae, Inc.

; Francis A. Rondeau

Ty Ct Pals ne Rie ee eae ar a EI Desi sere BS ARE Bi

Francis Ronpgavu, INcorPORATED

‘Francis A. Rondeau

RA RAR RSE AGNI Teg t USAREEINCN HS, SRY ME nya 6S ORATION aE, : : 2 gh TR ANI RCS HR te RIED

Wausau Corp Storace Company, Inc.

Francis A. Rondeau

Ronpeau FounpDaTION

Francis A. Rondeau

Ronpgeau & Company

Francis A. Rondeau

The Emjay Corporation Master Profit Shar-

ing Plan for the benefit of Employees of

Mosinee Cold Storage, Inc., Wausau Cold

Storage Company, Inc., and Francis Ron-

deau, Incorporated

Stanley J. Matek, Trustee

Acoso

SS 9e go

bt top Se hee ee oe PSD GMO TENGE PARLE ON PR LEE RON LL PEASE AY ORT RET sa Pt FRESE te?

Exhibit H

MOSINEE PAPER CORPORATION

August 27, 1971

Dear Felllow Shareholder:

Your Board of Directors was recently informed that

Francis A. Rondeau, a Mosinee cheese dealer, has acquired

approximately 8% of your Company’s common stock. Mr.

Rondeau was required by federal law to disclose informa-

tion aboutt his purchases in a public filing with the Securi-

ties and Exchange Commission and with the Company

after acquiring 5% of your Company’s stock. By not filing

in late Jmne, when he had acquired 5%, he withheld the

information to which you were entitled for more than two

months, im violation of federal law. His tardy filing, when

finally received on August 26, 1971, disclosed information

which we want to bring to your attention.

Mr. Romdeau says that he felt in early 1971 that your

Company’'s stock was undervalued in the market and rep- ‘s

resented a good investment vehicle for future income and

appreciation. Accordingly, he purchased Mosinee shares

in the over-the-counter market. He now proposes to ac-

quire addittional stock in an attempt to take over your Com-

pany and is currently considering a eash tender offer to

Mosinee shareholders at a price ‘‘which will reflect current

quoted prices for such stock with some premium added’’.

In the event he is successful in his attempted take-over

he intends: to consider changes in your Company’s man-

agement, although he claims that he does not intend to

liquidate Mosinee/sell its assets, merge it or make any

other major changes in its business or corporate structure.

A copy of lhis complete statement to the Securities and Ex-

change Commission is available at the Company’s offices.

Y eet eet

ee Pie a Ri ate leah hs ZS AW *)

as PA Ra ts eel Iie FORA ke ct ad pee e. %

SRA toate

den Nahas ME &

i SREY Sort ee

POLES:

Your management has strived over the years to make

Mosinee a jprogressive company that has continued to grow

Se REED T ae Ree SE

Vie)

and provide income and capital appreciation for you, its

owners, and jobs for our loyal employees. We think their

combined efforts and expertise are responsible for making

your Company a respected and profitable factor in the

paper industry. On the other hand, we are not aware that

Mr. Rondeau has any knowledge or working experience in

the pulp and paper industry. To the best of our knowledge,

his business background is largely limited to the cheese

business. While we agree that recent market prices have

not reflected the real value of your Mosinee stock, we see

little in Mr. Rondeau’s background that would qualify

him to offer any meaningful guidance to a Company in the

highly technical and competitive paper industry.

- We think it important for you to know that there is no

cash tender offer now in existence, nor do we know whether

Mr. Rondeau will ever make such an offer. Other than the

information disclosed in his filing we have no knowledge

of any such plans. You can be sure that if and when he

does make a tender offer your Board will carefully analyze

it and communicate with you.

Your Board of Directors thought it important to provide

you with this information as soon as possible. Please be

assured that you will be kept apprised of further develop-

ments.

Yours very truly,

MocstngE Paper CORPORATION ‘

/s/ John E. Forester

Joun E. Forester

Chairman of the Board

/s/ C. Scholtens

C. ScHoLTENs

President

Rao se os vy . ” ’ _ . — . — ” .

NR al I laa a aR ee lee gM RL Deen OE a et ee DES NEE LE OE SEE PSLRA:

vie CAP SWRP

St Snr ce a

Exhibit I

MOSINEE PAPER CORPORATION :

; September 2, 1971

Dear Fellow Shareholder:

In a continuing effort to keep you informed of activities

connected with the recent action of F. A. Rondeau and his

associates, we have attached a copy of a news release dis-

tributed to the media today. The release explains a com-

plaint filed by your Corporation in the U.S. District Court,

Madison, Wisconsin, against Mr. Rondeau and his asso-

ciates.

It will interest you to know that the Wisconsin Valley

Trust Company, Wausau, Wisconsin, has also filed suit

against Mr. Rondeau, his associates and the First Wiscon-

sin National Bank of Wausau and Milwaukee. The Wis-

consin Valley Trust claims that by filing more than two

months late, Rondeau deprived you and the investing pub-

lic of information that could have affected decisions to buy,

sell or hold Mosinee stock. The Wisconsin Valley Trust

Company sold stock for a trust it manages at a lower price

than they would have had they known of Rondeau’s activ-

ities.

We will communicate further developments in our case

against Mr. Rondeau as they occur.

Yours very truly,

MosingzE Parper ComMpANY

/s/ John E. Forester

Joun E. Forester

Chairman of the Board

/s/ Clarence Scholtens

CLARENCE SCHOLTEN:

President

NEWS RELEASE

Mosinee, Wisconsin. Mosinee Paper Corporation an-

nounced today it has filed suit in U.S. District Court, Mad-

ison, Wisconsin, against Francis A. Rondeau and his asso-

ciates of Mosinee, Wisconsin. Also named in the suit as

defendants were the First Wisconsin National Bank of

Wausau and First Wisconsin National Bank, Milwaukee.

In the suit, Mosinee Paper Corporation alleges that Ron-

deau and his associates failed to comply with provisions in

the Securities Exchange Act of 1934. Rondeau and his

associates recently notified the Securities and Exchange

Commission (SEC) and Mosinee Paper Corporation that

they had acquired 8% of the Mosinee Common Stock. Mo-

sinee officials claim that Rondeau filed the information more

than two months late—a violation of the Securities Ex-

change Act.

Mosinee President Clarence Scholtens explained, ‘‘An

individual has ten days to notify the SEC following; the

acquisition of 5% of a publicly held corporation. In with-

holding this information,’’ said Scholtens, ‘‘Rondeau de-

prived Mosinee shareholders and the investing public of

information which, of course, would affect the value of the

stock. It may have affected our shareholders in their deci-

sion to buy, sell or hold our stock.’’

The suit also raises questions about the information in-

cluded in the report concerning persons associated with

Rondeau and their purpose in acquiring Mosinee stock.

Judge James E. Doyle today ordered Rondeau and his

associates to show cause why they should not be enjoined

from business activities involving the improperly acquired

stock, including their right to vote the stock and the use

of the stock as collateral to secure additional stock.

9/2/71

7%,’

une

Lo® |

Mosinee Paper Mills Company Annual Report

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“

ARV“.

ae A ee NL SE IT AN MPCAS Ce k RENE

Peucroes

HENRY C. CRANDALL

CARL A. von ENDE

JOHN E. FORESTER

Attorney and

Managing Trustee

BIDWELL K. GAGE

Vice President, a

Bay West Paper Company

C. M. GREEN

ROBERT V. JONES

President and General Mgr.,

Marathon Electric Mfg. Corp.

JOHN A. McPHERSON

CURT PEACOCK

President and General Mgr.,

Calwis Company

President,

Green Bay Plastics, Inc.

STANLEY L. REWEY

Executive Vice President

Marshall & llsley Bank

GEORGE L. RUDER

Attorney, Ruder & Staples, S.C.

CLARENCE SCHOLTENS

WILLIAM J. SERVOTTE

President, -

Bay West Paper Company

STANLEY F. STAPLES, JR.

Attorney, Ruder & Staples, S.C.

RONALD A. WESTGATE

President,

Wausau Oil Company

1970 OFFICERS

JOHN RESTER

Chairma of the Board

JOHN A. McPHERSON

President and

Chief Executive: Officer

CLARENCE SCHOLTENS

Executive Vice President

WILLIAM J. SERVOTTE

Vice Presigient

HENRY C. CRANDALL

Vice President, Research

SR \ and Developrnent

CARL A. von Ended

Vice President, Manufacturing

- E.C. BATZER :

~~ Secreta.’ %

afl R. W. SCHMIDTKE —

Treasurer

- 2, 2 “ i, Seb I ANE ie ALONG AOL IEAL IN RAIELT an

a 0085 TT HD ER ESE RS AER NTT tH TS TR VAN ARTIS BA Pt we ore Be! el th ANN

” 93

Oe Se I) en ee

Inflationary pressures which have been all —

too apparent in other aspects of corporate

affairs also made themselves felt in the com-

pany’s Forést Operations and in the woodlands

of our sitppliers. Higher wages for wood labor

and higher price tags on logging equipment

brought about the inevitable result of higher

production costs and an increase in pulpwood

prices. Along with freight rate increases and

higher handling costs, inadequate car supplies

and poor rail service further accelerated the

delivered cost of pulpwood.

1S chica Sg athens rs ele api an Pa

Additional stumpage reserves were acquired

in Minnesota and the Black Hills of South

Dakota by successful bids on several public

forests timber offerings. These volumes will

supplement our industrial forest production

in Wisconsin-which now provides up to 25%

of our total anrual pine requirements.

Forest fire aind insect infestation problems

wers st a minimum during the past year and

industrial forest operations continued to make

a substantial contribution to corporate earnings.

1) Forester Bill Kauth plots operations on a

map of Mosinee’s 86,000-acre Industrial Forest

at Solon Springs, Wisconsin.

2) Observing a scarifier operation is woods

foreman, Bill Wilcox. 3) Forest Manager Terry

Michal operates a rubber-tired “skidder.”

EO TE: ad

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tigi é esp, 4

agit’

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112

_—

Exhibit L

REPORT FOR SEVEN a DEC. 31,1970

EE ee Senne Ne at

DIRECTORS/OFFICERS

- ELENA DIE ARIE SNOT EET MELT BIS ENE RR OER IEIL OUP Y *IENIN B55

113

BOARD OF DIRECTORS

Henry C. Crandall

John E. Forester, Attorney and Managing Trustee

Bidwell K. Gage, President, Bay West Paper Company Division

Cc, M. Green

Robert V. Jones, President, Marathon Llectric Mfg. Corp.

John A. McPherson

F.C. Peacock, President, Calwis Company Division,

Green Bay Plastics Division ‘

Stanley L, Rewey, Executive Vice President,

Marshall & Isley Bank

George Lb. Ruder, Attorney, Ruder & Staples, 8, C. (Deceased)

Clarence Scholtens

William J. Servotte

Stanley F, Staples, Jr,, Attorney, Ruder & Staples, 5.C,

Carl A. von Ende

Ronald A, Westgate, President, Marathon Press Company

CORPORATION OFFICERS

John E, Forester, Chairman of the Board

Clarence Scholtens, President and Chief Executive Officer

F. C. Pdacock, Senior Vice President

William J. Servotte, Vice President

Henry C, Crandall, Vice President, Research & Development

Carl A. von Ende, Vice President

Bidwell K, Gage, Vice President

E. C. Batzer, Secretary

R. W. Schmidtke, Treasurer

DIVISION OFFICERS

Pulp and Paper Division

Carl A. von Ende, Vice President, Manufacturing

James Kemerting, Vice President, Marketing

Douglas Madison, Controller

Bay West Paper Company Division

B. K. Gage, President ,

George DeGroot, Controller

Calwis Company Division

F. C. Peacock, President

R. K. Hed

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