-----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, CvzJ2Qu+yYs0YmNx+Z5jbuMpb6wH2f9NpWnOWNr2o4WHWhjMoA01Hj0C8jEMHyqM 2+/HOEYBJcDtzpUGrrIIiw== 0001309014-05-000349.txt : 20050622 0001309014-05-000349.hdr.sgml : 20050622 20050622122621 ACCESSION NUMBER: 0001309014-05-000349 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050608 FILED AS OF DATE: 20050622 DATE AS OF CHANGE: 20050622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Western Forest Products Inc. CENTRAL INDEX KEY: 0001299951 IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-74656-99 FILM NUMBER: 05909558 BUSINESS ADDRESS: STREET 1: 505 BURRARD STREET STREET 2: SUITE 1500 CITY: VANCOUVER STATE: A1 ZIP: V7X 1M5 BUSINESS PHONE: 604 665 6231 MAIL ADDRESS: STREET 1: 505 BURRARD STREET STREET 2: SUITE 1500 CITY: VANCOUVER STATE: A1 ZIP: V7X 1M5 6-K 1 htm_477.htm LIVE FILING Western Forest Products Inc. - Form 6-K
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

June 8, 2005

Commission File Number: 033-74656-99

Western Forest Products Inc.
———————————————————————————————————
(Translation of registrant’s name into English)
 
Canada
———————————————————————————————————
(Jurisdiction of incorporation or organization)
 
3rd Floor, 435 Trunk Road, Duncan, British Columbia V9L 2P9
———————————————————————————————————
(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  [x] Form 20-F    [ ] Form 40-F
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  [ ]
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  [ ]
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:  [ ] Yes    [x] No
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):    n/a 
 

On June 8, 2005 the Company announced that it has taken action to manage cash.
See Exhibit 99.1 for press release.

On June 13, 2005, the Company announced that the AGM Presentation will be
webcast.
See Exhibit 99.2 for press release.

The Company announced Voting Results following its annual meeting held on June
15, 2005.
See Exhibit 99.3 for Report of Voting Results.

On June 17, 2005 the Company filed a Material Change Report with respect to its
news release of June 8th, 2005.
See Exhibit 99.4 for Material Change Report.




SIGNATURES
 
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, thereunto duly authorized.
 
    Western Forest Products Inc.
     
Date: June 20, 2005 By: Paul Ireland

  Name:  Paul Ireland
  Title: Chief Financial Officer
     

EXHIBIT INDEX

Exhibit No.   Description

 
99.1   June 8, 2005 Press Release
99.2   June 13, 2005 Press Release
99.3   Report of Voting Results
99.4   Material Change Report
     

EX-99.1 2 exhibit1.htm EX-99.1 Exhibit  EX-99.1
     
[WESTERN FOREST PRODUCTS LOGO]
 
   
 
  WESTERN FOREST PRODUCTS INC.
435 Trunk Road
Duncan, British Columbia
Canada V9L 2P9
Telephone: 250 748 3711
Facsimile: 250 748 6045

Western Forest Products Inc.

FOR IMMEDIATE RELEASE TSX: WEF

Western Forest Products Takes Action to Manage Cash

June 8, 2005 – Duncan, British Columbia. Western Forest Products Inc. (“Western” or the “Company”) announces that it will be taking down-time at certain operations during the summer, and also deferring payment of 50% of the interest due on its 15% secured bonds as it is permitted to do, in a measured response to maintain liquidity.

Operations Down-Time

In response to lower than expected sales and to reduce the amount of cash tied up in log and lumber inventories the Company will be taking down-time at both its logging and sawmilling operations over the summer. Logging operations will be curtailed starting at various dates in July and all will be idle through to the end of August. Critical road and bridge building programs may continue throughout this period.

The Duke Point sawmill will take down-time from June 30 to August 2 to coincide with the installation of new equipment. The Ladysmith sawmill will take down-time from July 18 to August 15, the Saltair sawmill from July 4 to August 2, and the Cowichan Bay sawmill from August 8 to September 2. The Nanaimo sawmill will continue to operate on two shifts with the Silvertree mill continuing on one shift.

“Taking this down-time should enable us to reduce our log and lumber inventories by approximately $40-$50 million,” says Reynold Hert, President and Chief Executive Officer.

In addition to the above, the Company has rescheduled the annual Squamish pulp mill maintenance shutdown to mid-August. This will allow the Company to spread out the timing of significant cash expenditures.

US$221 Million Secured Bond Interest Deferral

The Company will defer payment of 50% of the interest due on June 30 as permitted under the terms of the bond indenture. The unpaid interest amounting to approximately Canadian $10.3 million carries interest at 15% and can be repaid at anytime during the bonds’ life, and in any event no later than July 28, 2009.

“Taking down-time is a difficult thing to do as it obviously affects the livelihood of our employees and their families,” says Hert. “However, we feel these steps along with the deferral of 50% of the interest payment are prudent measures that allow us to better manage and preserve our liquidity so that we can continue to work on our long–term strategy of improving the overall business fundamentals.”

About Western:

Western is an integrated Canadian forest products company and the second largest coastal woodland operator in British Columbia. Principal activities conducted by Western and its subsidiaries include timber harvesting, reforestation, sawmilling logs into lumber and wood chips, value-added remanufacturing and producing NBSK pulp. Over 95% of Western’s logging is conducted on government owned timberlands in British Columbia. All of Western’s operations, employees and corporate facilities are located in the coastal region of British Columbia and its products are sold in 30 countries worldwide.

This press release contains statements that are forward-looking in nature. Those statements appear in a number of places herein and include statements regarding the intent, belief or current expectations of Western, primarily with respect to market and general economic conditions, future costs, expenditures, available harvest levels and future operating performance of Western. Such statements may be indicated by words such as “estimate”, “expect”, “intend”, “believes” and similar words and phrases. Readers are cautioned that any such forward-looking statements are not guarantees and may involve known and unknown risks and uncertainties, and that actual results may differ from those expressed or implied in the forward-looking statements as a result of various factors, including general economic and business conditions, product selling prices, raw material and operating costs, changes in foreign-currency exchange rates, changes in government regulation, fluctuations in demand and supply for Western’s products, industry production levels, the ability of Western to execute its business plan and misjudgements in the course of preparing forward-looking statements. The information contained under the “Risk Factors” section of Western’s Annual Information Form identifies important factors that could cause such differences. All written and oral forward-looking statements attributable to Western or persons acting on behalf of Western are expressly qualified in their entirety by the foregoing cautionary statements. Western does not expect to update forward-looking statements as conditions change.

For further information contact: Reynold Hert 250 715 2207 Paul Ireland 250 715 2209

EX-99.2 3 exhibit2.htm EX-99.2 Exhibit  EX-99.2

     
[WESTERN FOREST PRODUCTS LOGO]
 
   
 
  WESTERN FOREST PRODUCTS INC.
435 Trunk Road
Duncan, British Columbia
Canada V9L 2P9
Telephone: 250 748 3711
Facsimile: 250 748 6045

Western Forest Products Inc.

FOR IMMEDIATE RELEASE TSX: WEF

Western Announces AGM Presentation will be Webcast

June 13, 2005 – Duncan, British Columbia. Western Forest Products Inc. (“Western” or the “Company”) announced today that it will be providing an overview and update of its current operations through a PowerPoint presentation at its annual general meeting this Wednesday at 10:00 a.m. (Vancouver time) in the Pacific Rim Room I, at the Pan Pacific Hotel in Vancouver. The AGM and presentation will be webcast and available through our website at www.westernforest.com. The PowerPoint presentation will also be made available on our website prior to the presentation and will thereafter be archived on our website. A copy of our presentation may also be obtained from our corporate secretary.

About Western:

Western is an integrated Canadian forest products company and the second largest coastal woodland operator in British Columbia. Principal activities conducted by Western and its subsidiaries include timber harvesting, reforestation, sawmilling logs into lumber and wood chips, value-added remanufacturing and producing NBSK pulp. Over 95% of Western’s logging is conducted on government owned timberlands in British Columbia. All of Western’s operations, employees and corporate facilities are located in the coastal region of British Columbia and its products are sold in 30 countries worldwide.

For further information contact: Reynold Hert 250 715 2207 Paul Ireland 250 715 2209

EX-99.3 4 exhibit3.htm EX-99.3 Exhibit  EX-99.3

WESTERN FOREST PRODUCTS INC.

Report of Voting Results

(Section 11.3 of National Instrument 51-102)

In accordance with section 11.3 of National Instrument 51-102 — Continuous Disclosure Obligations, this report briefly describes the matters voted upon and the outcome of the votes at the Annual Meeting of Shareholders of Western Forest Products Inc. (the “Corporation”) held on June 15, 2005 in Vancouver, British Columbia (the “Meeting”).

1. Fixing Number of Directors

A resolution fixing the number of directors of the Corporation for the ensuing year at seven was approved by shareholders. The vote was conducted by way of a show of hands.

2. Election of Directors

A resolution electing the following seven directors of the Corporation for a term expiring not later than the close of the Corporation’s next annual general meeting of shareholders was approved by shareholders by a vote by way of a show of hands:

     
James Arthurs
  John Lacey
 
   
Lee Doney
  John MacIntyre
 
   
Peter Gordon
  John B. Newman
 
   
Reynold Hert
 

3. Appointment of Auditors

A resolution appointing KPMG LLP, Chartered Accountants, as auditors of the Corporation until the close of the Corporation’s next annual general meeting of shareholders was approved by shareholders. The vote was conducted by way of a show of hands.

4. Remuneration of Auditors

A resolution authorizing the Board of Directors to fix the remuneration to be paid to the auditors of the Corporation was approved by shareholders. The vote was conducted by way of a show of hands.

5. Amendment of By Law No 1

A resolution approving the amendment to Section 2.05 of By-Law No. 1 as set out in the Corporation’s management information circular was approved by shareholders. The vote was conducted by way of a show of hands.

For additional information, please see the Corporation’s management information circular dated May 9, 2005 filed in connection with the Meeting.

DATED at Vancouver, BC, as of June 15, 2005.

WESTERN FOREST PRODUCTS INC.

/ s / Paul Ireland
Paul Ireland

Chief Financial Officer & Corporate Secretary

EX-99.4 5 exhibit4.htm EX-99.4 Exhibit  EX-99.4

WESTERN FOREST PRODUCTS INC.

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Western Forest Products Inc.
3rd Floor, 435 Trunk Road
Duncan, British Columbia
V9L 2P9

Item 2 Date of Material Change

June 8, 2005

Item 3 News Release

The news release was disseminated in Vancouver via Canada Newswire on June 8, 2005.

Item 4 Summary of Material Change

Western Forest announced on June 8, 2005, that it will be taking down-time at certain operations during the summer, and also deferring payment of 50% of the interest due on its 15% secured bonds as it is permitted to do, in a measured response to maintain liquidity.

Item 5 Full Description of Material Change

Western Forest announced on June 8, 2005, that it will be taking down-time at certain operations during the summer, and also deferring payment of 50% of the interest due on its 15% secured bonds as it is permitted to do, in a measured response to maintain liquidity.

Operations Down-Time

In response to lower than expected sales and to reduce the amount of cash tied up in log and lumber inventories the Company will be taking down-time at both its logging and sawmilling operations over the summer. Logging operations will be curtailed starting at various dates in July and all will be idle through to the end of August. Critical road and bridge building programs may continue throughout this period.

The Duke Point sawmill will take down-time from June 30 to August 2 to coincide with the installation of new equipment. The Ladysmith sawmill will take down-time from July 18 to August 15, the Saltair sawmill from July 4 to August 2, and the Cowichan Bay sawmill from August 8 to September 2. The Nanaimo sawmill will continue to operate on two shifts with the Silvertree mill continuing on one shift.

Taking the down-time should enable the Company to reduce its log and lumber inventories by approximately $40-$50 million.

In addition to the above, the Company has rescheduled the annual Squamish pulp mill maintenance shutdown to mid-August. This will allow the Company to spread out the timing of significant cash expenditures.

US$221 Million Secured Bond Interest Deferral

The Company will defer payment of 50% of the interest due on June 30 as permitted under the terms of the bond indenture. The unpaid interest amounting to approximately Canadian $10.3 million carries interest at 15% and can be repaid at anytime during the bonds’ life, and in any event no later than July 28, 2009.

Taking the down-time along with the deferral of 50% of the interest payment are prudent measures that allow the Company to better manage and preserve its liquidity so that the Company can continue to work on its long–term strategy of improving the overall business fundamentals.

This report contains statements that are forward-looking in nature. Those statements appear in a number of places herein and include statements regarding the intent, belief or current expectations of Western, primarily with respect to market and general economic conditions, future costs, expenditures, available harvest levels and future operating performance of Western. Such statements may be indicated by words such as “estimate”, “expect”, “intend”, “believes” and similar words and phrases. Readers are cautioned that any such forward-looking statements are not guarantees and may involve known and unknown risks and uncertainties, and that actual results may differ from those expressed or implied in the forward-looking statements as a result of various factors, including general economic and business conditions, product selling prices, raw material and operating costs, changes in foreign-currency exchange rates, changes in government regulation, fluctuations in demand and supply for Western’s products, industry production levels, the ability of Western to execute its business plan and misjudgements in the course of preparing forward-looking statements. The information contained under the “Risk Factors” section of Western’s Annual Information Form identifies important factors that could cause such differences. All written and oral forward-looking statements attributable to Western or persons acting on behalf of Western are expressly qualified in their entirety by the foregoing cautionary statements. Western does not expect to update forward-looking statements as conditions change.

Item 6 Reliance on 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

The following executive officer of Western Forest is knowledgeable about the material change and may be contacted respecting the change:

Paul Ireland
Chief Financial Officer
250-715-2209

Item 9 Date of Report

June 17, 2005.

WESTERN FOREST PRODUCTS INC.

By: / s / Paul Ireland
Name: Paul Ireland
Title: Chief Financial Officer

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