-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EKy0ntzPGiWPx4b5Epm9f7K++xhHlccqZOdrHTAXjI8rijUacQPvXSO+eW3KGWeU 4zsOc7xZZqhQ3ISSNuRiMg== 0001047469-05-005068.txt : 20050301 0001047469-05-005068.hdr.sgml : 20050301 20050301094332 ACCESSION NUMBER: 0001047469-05-005068 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050228 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Material Impairments ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050301 DATE AS OF CHANGE: 20050301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Neenah Paper Inc CENTRAL INDEX KEY: 0001296435 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 201308307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32240 FILM NUMBER: 05648151 BUSINESS ADDRESS: STREET 1: 3460 PRESTON RIDGE ROAD CITY: ALPHARETTA STATE: GA ZIP: 30005 BUSINESS PHONE: 678-566-6500 MAIL ADDRESS: STREET 1: 3460 PRESTON RIDGE ROAD CITY: ALPHARETTA STATE: GA ZIP: 30005 8-K 1 a2152771z8-k.htm 8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K


Current Report

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2005


NEENAH PAPER, INC.
(Exact Name Of Registrant As Specified In Charter)



Delaware
(State of Incorporation)
  001-32240
(Commission File No.)
  20-1308307
(I.R.S. Employer
Identification No.)


3460 Preston Ridge Road
Alpharetta, Georgia 30005
(Address of principal executive offices, including zip code)


(678) 566-6500
(Registrant's telephone number, including area code)


Not applicable
(Former name or address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e(4)(c))




Item 2.05 Costs Associated with Exit or Disposal Activities

        As part of a continuing analysis of the Company's pulp operations and a strategic review of the Terrace Bay, Ontario mill, the Company announced on March 1, 2005 the planned closure of the No. 1 mill at the Terrace Bay facility. The closing was authorized by the Company's Chief Executive Officer on February 28, 2005, and is expected to occur in early May 2005.

        The Company expects to incur approximately $6 million of exit costs in connection with the closure, including one-time termination benefits related to early retirement, severance and defined benefit pension plans of approximately $5.5 million and other associated exit costs of approximately $0.5 million. In addition, approximately $1 million of general and administrative costs are expected to be incurred related to training of employees. Approximately $6.3 million of the estimated costs of $7 million will result in future cash expenditures during 2005 and 2006.

        A copy of the press release announcing the closure, dated March 1, 2005, is attached to this Current Report on Form 8-K as Exhibit 99, and is incorporated herein by reference.

Item 2.06 Material Impairments

        As previously described in the Information Statement filed as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on November 18, 2004, our Terrace Bay, Ontario facility experienced operating losses in 2003. Operating losses were also experienced in 2004 and, based on internal forecasts, we expect that our Terrace Bay mill will continue to incur operating losses in 2005, 2006 and 2007.

        Because projected extended periods of operating losses are indicators of impairment under SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets, we conducted an asset impairment test on the facility under the guidance of SFAS 144, which indicated that the carrying amount of our Terrace Bay facility will not be recoverable from estimated future cash flows. Accordingly, in December 2004, we reduced the carrying amount of our consolidated assets by recording a pre-tax, non-cash impairment loss of approximately $110.0 million. Also, in December 2004, in recognition of the probability that the No. 1 mill would be closed, we recorded an additional impairment loss of approximately $2.8 million related to the long-lived assets of the No. 1 mill. A deferred tax benefit of approximately $40.8 million was recorded as a result of the impairment loss, resulting in a net after-tax charge of approximately $72.0 million.

        In March 2005, we expect to record a pre-tax, non-cash impairment loss of approximately $0.9 million related to the remaining value of the long-lived assets of the No. 1 mill at Terrace Bay.

Item 9.01 Financial Statements and Exhibits

    (c)
    Exhibits:

Exhibit No.

  Description of Exhibit

99   Press Release Announcing Planned Closure of Terrace Bay Mill, dated March 1, 2005.


SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  NEENAH PAPER, INC.
(Registrant)

Date: March 1, 2005

/s/  
BONNIE C. LIND      
Bonnie C. Lind
Vice President, Chief Financial Officer and Treasurer


EXHIBIT INDEX

Exhibit No.

  Description of Exhibit


99

 

Press Release Announcing Planned Closure of Terrace Bay Mill, dated March 1, 2005.



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SIGNATURE
EXHIBIT INDEX
EX-99 2 a2152771zex-99.htm EXHIBIT 99
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EXHIBIT 99

Contact:   Neenah Paper, Inc.
Bill McCarthy
Vice President—Financial Analysis and Investor Relations
678-518-3278


NEENAH PAPER ANNOUNCES PLANNED CLOSURE OF OLDER PULP MILL AT
TERRACE BAY FACILITY

        ALPHARETTA, GEORGIA—March 1, 2005 (NYSE:NP)—Neenah Paper today announced its intention to close the smaller of its two pulp mills at its Terrace Bay, Ontario pulp operation. The No. 1 mill, originally built in 1948, has annual capacity of approximately 125,000 metric tons of pulp. The company expects to incur charges of $7 million, comprised of approximately $6 million of cash costs, primarily for early retirement and severance packages being offered to approximately 130 employees, as well as non-cash charges of $1 million to impair the remaining book value of the associated long-lived assets. The No. 1 mill is expected to close in the second quarter.

        "This is a difficult but necessary step if the Terrace Bay facility and the associated woodlands operations are going to be viable," said Sean Erwin, CEO of Neenah Paper. "Terrace Bay and its woodlands have been identified as one of the highest cost pulp operations in Canada. The smaller scale of the No. 1 mill did not justify the investment necessary to compete successfully in today's global pulp market. The closure is expected to improve ongoing cash flows by $2 to $4 million per year and allows us to focus our attention on improving the larger No. 2 mill and our wood costs, where significant improvements are also necessary to achieve long-term viability. We are working with Minister Ramsay at the Ontario Ministry of Natural Resources and others to address some of the challenging conditions affecting forest products companies in the province. Our mill has played a major role in the community of Terrace Bay since operations began and our goal is to secure a successful future for the mill as well. We expect to discuss the closure in further detail during our earnings conference call scheduled for March 24."

About Neenah Paper, Inc.

        Neenah Paper manufactures and distributes a wide range of premium and specialty paper grades, with well-known brands such as CLASSIC®, ENVIRONMENT®, KIMDURA® and MUNISING LP®. The company also produces and sells bleached pulp, primarily for use in the manufacture of tissue and writing papers. Neenah Paper is based in Alpharetta, Georgia, and has manufacturing operations in Wisconsin, Michigan and in the Canadian provinces of Ontario and Nova Scotia. Additional information about Neenah Paper can be found at the company's web site at www.neenah.com.

Cautionary Note Regarding Forward-Looking Statements

        Certain statements in this press release may constitute "forward-looking" statements as defined in Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), the Private Securities Litigation Reform Act of 1995 (the "PSLRA"), or in releases made by the Securities and Exchange Commission, all as may be amended from time to time. Statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of the PSLRA. Any such forward-looking statements reflect our beliefs and assumptions and are based on information currently available to us. Forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the "safe harbor" provisions of such laws. Neenah Paper, Inc. cautions investors that any forward-looking statements we make are not guarantees or indicative of future performance.




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NEENAH PAPER ANNOUNCES PLANNED CLOSURE OF OLDER PULP MILL AT TERRACE BAY FACILITY
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