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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
WAUSAU PAPER CORP.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
943315-101
(CUSIP Number)
ARNOLD J. KIBURZ III
RUDER WARE, L.L.S.C.
P.O. BOX 8050
WAUSAU, WI 54402-8050
(715) 845-4336
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 29, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of {section}{section}240.13d-1(e), 240.13d-
1(f), or 240.13d-1(g), check the following box. (box)
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See
{section}240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP No. 943315-101
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
David B. Smith, Jr.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) (box)
(b) (box)
3. SEC Use Only
4. Source of Funds (See Instructions) 00
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) (box)
6. Citizenship or Place of Organization United States
Number of 7. Sole Voting Power 120,910
Shares Bene-
Ficially by 8. Shared Voting Power 2,131,536
Owned by Each
Reporting 9. Sole Dispositive Power 120,910
Person With
10. Shared Dispositive Power 2,131,536
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,252,446
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) (box)
13. Percent of Class Represented by Amount in Row (11) 4.4%
14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 943315-101
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Thomas P. Smith (deceased)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) (box)
(b) (box)
3. SEC Use Only
4. Source of Funds (See Instructions) 00
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) (box)
6. Citizenship or Place of Organization United States
Number of 7. Sole Voting Power 144,857
Shares Bene-
Ficially by 8. Shared Voting Power 2,131,536
Owned by Each
Reporting 9. Sole Dispositive Power 144,857
Person With
10. Shared Dispositive Power 2,131,536
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,276,393
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) (box)
13. Percent of Class Represented by Amount in Row (11) 4.4%
14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 943315-101
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Margaret S. Mumma
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) (box)
(b) (box)
3. SEC Use Only
4. Source of Funds (See Instructions) 00
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) (box)
6. Citizenship or Place of Organization United States
Number of 7. Sole Voting Power 426,226
Shares Bene-
Ficially by 8. Shared Voting Power 2,131,536
Owned by Each
Reporting 9. Sole Dispositive Power 426,226
Person With
10. Shared Dispositive Power 2,131,536
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,557,762
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) (box)
13. Percent of Class Represented by Amount in Row (11) 5.0%
14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 943315-101
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Sarah S. Miller
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) (box)
(b) (box)
3. SEC Use Only
4. Source of Funds (See Instructions) 00
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) (box)
6. Citizenship or Place of Organization United States
Number of 7. Sole Voting Power 351,056
Shares Bene-
Ficially by 8. Shared Voting Power 2,131,536
Owned by Each
Reporting 9. Sole Dispositive Power 351,056
Person With
10. Shared Dispositive Power 2,131,536
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,482,592
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) (box)
13. Percent of Class Represented by Amount in Row (11) 4.8%
14. Type of Reporting Person (See Instructions)
IN
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SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Item 1. Security and Issuer
THE SECURITY TO WHICH THIS STATEMENT RELATES IS THE COMMON STOCK OF
WAUSAU PAPER CORP. (THE "COMMON STOCK")
The name and address of the issuer are:
WAUSAU PAPER CORP.
100 PAPER PLACE
MOSINEE, WI 54455-9099
Item 2. Identity and Background
THIS STATEMENT IS BEING JOINTLY FILED BY EACH OF THE FOLLOWING
PERSONS (THE "REPORTING PERSONS") PURSUANT TO RULE 13D-1(K).
1. (A) DAVID B. SMITH, JR.
(B) 1206 EAST SIXTH STREET
MERRILL, WI 54452
(C) CONSULTANT
(D) NONE
(E) NONE
(F) UNITED STATES
2. (A) THOMAS P. SMITH (DECEASED, MARCH 9, 2006)
(B) 5412 CORAL GABLES DRIVE
LAS VEGAS, NV 89130
(C) NOT APPLICABLE
(D) NONE
(E) NONE
(F) UNITED STATES
3. (A) MARGARET S. MUMMA
(B) 114 SOUTH WILSON AVENUE
JEFFERSON, IA 50129
(C) BOOKKEEPER
(D) NONE
(E) NONE
(F) UNITED STATES
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4. (A) SARAH S. MILLER
(B) 4012 CRESTWOOD DRIVE
WAUSAU, WI 54403
(C) EXECUTIVE DIRECTOR, NON PROFIT ORGANIZATION
(D) NONE
(E) NONE
(F) UNITED STATES
Item 3. Source and Amount of Funds or Other Consideration
NO CONSIDERATION WAS PAID BY THE REPORTING PERSONS IN CONNECTION
WITH THIS TRANSACTION. SEE ITEM 4.
Item 4. Purpose of Transaction
THE REPORTING PERSONS EXERCISE SHARED VOTING AND INVESTMENT CONTROL
OVER THE COMMON STOCK IN THEIR CAPACITIES AS CO-TRUSTEES OF A TRUST
ESTABLISHED BY THE WILL OF DAVID B. SMITH (THE "TRUST"). EACH OF
THE REPORTING PERSONS IS, WHILE LIVING, A BENEFICIARY OF THE TRUST.
THE TRANSACTION INVOLVED THE DISTRIBUTION OF 59,209 SHARES OF
COMMON STOCK TO EACH OF THE REPORTING PERSONS IN ORDER TO ADDRESS
CERTAIN TRUST ADMINISTRATION AND ESTATE PLANNING OBJECTIVES. NONE
OF THE REPORTING PERSONS HAVE ANY PRESENT PLANS OR PROPOSALS THAT
RELATE TO OR THAT WOULD OTHERWISE RESULT IN ANY OF THE ACTIONS OR
CONSEQUENCES DESCRIBED IN PARAGRAPHS (A) THROUGH (J) OF ITEM 4 OF
SCHEDULE 13D.
Item 5. Interest in Securities of the Issuer
(A) - (B)THE AGGREGATE NUMBER AND PERCENTAGE OF THE CLASS OF COMMON
STOCK (BASED ON WAUSAU PAPER CORP.'S FORM 10-Q FOR THE QUARTER
ENDED SEPTEMBER 30, 2005 AND FILED ON NOVEMBER 9, 2005)
BENEFICIALLY OWNED BY EACH REPORTING PERSON WERE, AS OF THE
APPLICABLE EVENT:
SOLE SHARED SOLE SHARED AGGREGATE PERCENT
VOTING VOTING DISPOSITIVE DISPOSITIVE BENEFICIAL OF
NAME POWER POWER POWER POWER OWNERSHIP CLASS(1)
DAVID B. SMITH, JR. 120,910(2) 2,131,536 120,910(2) 2,131,536 2,252,446(2) 4.4%
THOMAS P. SMITH 144,857 2,131,536 144,857 2,131,536 2,276,393 4.4%
MARGARET S. MUMMA 426,226 2,131,536 426,226 2,131,536 2,557,762 5.0% (4.99%)
SARAH S. MILLER 351,056 2,131,536 351,056 2,131,536 2,482,592 4.8%
(1) AS OF OCTOBER 31, 2005: 51,291,250 SHARES OUTSTANDING
(2) INCLUDES 25,000 OPTION SHARES AND 1,291 SHARES ATTRIBUTABLE TO
RESTRICTED STOCK UNITS WHICH MAY BE ACQUIRED ON OR BEFORE 60 DAYS
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(C) EXCEPT AS NOTED IN THE FOLLOWING PARAGRAPH, THERE WERE NO
OTHER TRANSACTIONS IN THE COMMON STOCK EFFECTED BY ANY OF THE
REPORTING PERSONS WITHIN THE 60 DAYS PRECEDING THE DATE OF THIS
REPORT.
ON JANUARY 3, 2006, DAVID B. SMITH RECEIVED A GRANT OF 1,292
RESTRICTED STOCK UNITS IN HIS CAPACITY AS A DIRECTOR OF THE ISSUER.
ON FEBRUARY 15, 2996, MR. SMITH RECEIVED AN ADDITIONAL 9 RESTRICTED
STOCK UNITS IN THE FORM OF DIVIDEND EQUIVALENTS ON THE UNDERLYING
GRANT. ON APRIL 20, 2006, MR. SMITH WAS GRANTED AN OPTION TO
PURCHASE 3,000 SHARES OF COMMON STOCK AT A PRICE OF $13.92 PER
SHARE PURSUANT TO THE ISSUER'S DIRECTOR COMPENSATION POLICY. EACH
OF THESE TRANSACTIONS WAS TIMELY REPORTED ON FORM 4 FILED BY MR.
SMITH.
ON APRIL 21, 2006, DAVID B. SMITH, MARGARET S. MUMMA, AND SARAH S.
MILLER EACH RECEIVED AN ADDITIONAL DISTRIBUTION OF 59,209 SHARES
FROM THE TRUST IN ORDER TO ADDRESS CERTAIN TRUST ADMINISTRATION AND
ESTATE PLANNING OBJECTIVES.
(D) THE TRUST HAS THE RIGHT TO RECEIVE THE DIVIDENDS WITH RESPECT
TO THE COMMON STOCK OVER WHICH THE REPORTING PERSONS EXERCISE
SHARED VOTING AND DISPOSITIVE POWER.
(E) EACH OF THE REPORTING PERSONS CEASED TO BE THE BENEFICIAL
OWNER OF MORE THAN 5% OF THE COMMON STOCK ON DECEMBER 29, 2005.
Item 6. Contract, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer
EACH OF THE REPORTING PERSONS OTHER THAN THOMAS P. SMITH, IS A CO-
TRUSTEE OF THE TRUST. THOMAS P. SMITH SERVED AS A CO-TRUSTEE UNTIL
HIS DEATH ON MARCH 9, 2006.
Item 7. Material to be Filed as Exhibits
JOINT FILING AGREEMENT BY AND CONCERNING EACH OF THE REPORTING
PERSONS.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
May 26, 2006 DAVID B. SMITH, JR.
David B. Smith, Jr.
May 26, 2006 THOMAS P. SMITH
Thomas P. Smith
by Anne L. Smith, attorney-in-fact
May 26, 2006 MARGARET S. MUMMA
Margaret S. Mumma
May 26, 2006 SARAH S. MILLER
Sarah S. Miller
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JOINT FILING AGREEMENT
In accordance with the requirements of Rule 13d-1(k), and subject to the
limitations set forth therein, the parties set forth below agree to jointly
file the Schedule 13D to which this joint filing agreement is attached and have
duly executed this joint filing agreement as of the date set forth below.
May 26, 2006 DAVID B. SMITH, JR.
David B. Smith, Jr.
May 26, 2006 THOMAS P. SMITH
Thomas P. Smith
by Anne L. Smith, attorney-in-fact
May 26, 2006 MARGARET S. MUMMA
Margaret S. Mumma
May 26, 2006 SARAH S. MILLER
Sarah S. Miller