-----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, GGfYJfGIpgkC2lVUKf5Dn0DMAs27bm66BcmidEqjr0iLsVzoFrhZcw5/wQWnnb7C 8bbwJTxcYLX+1Ns+8BwVPw== 0000950142-08-000410.txt : 20080215 0000950142-08-000410.hdr.sgml : 20080215 20080214195052 ACCESSION NUMBER: 0000950142-08-000410 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080210 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080215 DATE AS OF CHANGE: 20080214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AbitibiBowater Inc. CENTRAL INDEX KEY: 0001393066 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 980526415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33776 FILM NUMBER: 08620502 BUSINESS ADDRESS: STREET 1: 1155 METCALF STREET, SUITE 800 CITY: MONTREAL STATE: A8 ZIP: H3B 5H2 BUSINESS PHONE: 514-875-2160 MAIL ADDRESS: STREET 1: 1155 METCALF STREET, SUITE 800 CITY: MONTREAL STATE: A8 ZIP: H3B 5H2 8-K/A 1 form8ka1_021008.htm AMENDMENT NO. 1

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K/A

 

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 10, 2008

 

AbitibiBowater Inc.

          (Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)


 

001-33776

98-0526415

(Commission File Number)

(I.R.S. Employer Identification No.)

 

 


AbitibiBowater Inc.
1155 Metcalfe Street, Suite 800
Montreal, Quebec
Canada




H3B 5H2

(Address of principal executive offices)

(Zip Code)

 

(514) 875-2160

(Registrant’s Telephone Number, Including Area Code)

 

NOT APPLICABLE

(Former Name or Former 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))

 

 


 


 

 

EXPLANATORY NOTE

 

This current report on Form 8-K/A amends and restates in full the current report on Form 8-K filed on February 14, 2008. This amended and restated Form 8-K/A is being filed to include the press release regarding the events described herein, which was inadvertently omitted from the February 14, 2008 Form 8-K.

 

Item 1.01.     Entry into a Material Definitive Agreement

 

On February 10, 2008, Abitibi Consolidated Sales Corporation (“Abitibi Consolidated”), an indirect wholly-owned subsidiary of AbitibiBowater Inc. (the “Company”), entered into an Asset and Stock Purchase Agreement (the “Asset Agreement”) with Catalyst Paper Corporation (the “Purchaser”), pursuant to which Abitibi Consolidated sold its Snowflake, Arizona mill and related assets, including the stock of The Apache Railway Company (the “Sale”) for cash consideration of $161 million, excluding working capital of approximately $19 million retained by Abitibi-Consolidated. The Snowflake mill has an annual production capacity of approximately 375,000 tonnes of newsprint. Proceeds from the Sale are intended to be used to repay debt and for general corporate purposes. In connection with the Sale, the Company provided a guarantee of certain of Abitibi Consolidated’s obligations under the Asset Agreement, including certain obligations to indemnify the Purchaser.

 

The Asset Agreement contains customary representations and warranties, as well as covenants by each of the parties thereto, and indemnification provisions whereby each party agrees to indemnify the other for breaches of representations, warranties, covenants and certain other matters. The closing of the Sale is anticipated to occur in the second quarter of 2008, and is contingent upon regulatory approvals, a financing condition, which is expected to be satisfied in part by a fully backstopped rights offering, and the satisfaction of certain customary closing conditions.

 

The Sale is required to comply with the requirements set forth by the U.S. Department of Justice in October 2007 for approval of Abitibi-Consolidated Inc.’s combination with Bowater Incorporated.

 

A copy of the press release issued by the Company on February 11, 2008 announcing the Sale is filed as Exhibit 99.1 to this Current Report on Form 8-K.

 

 

Item 9.01     Financial Statements and Exhibits

 

(d) Exhibits

 

 

Exhibit No.

Description

 

 

99.1

Press Release, dated February 11, 2008

 

 

 

 


 

 

SIGNATURES

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

 

 

 

ABITIBIBOWATER INC.




Date: February 14, 2008

By: 



/s/ Jacques P. Vachon

 

 

Name: Jacques P. Vachon

Title:   Senior Vice President, Corporate Affairs
            Chief Legal Officer and Secretary

 

 

 

 


 

 

 

 

 EX-99 2 ex99-1form8k_021008.htm EXHIBIT 99.1

EXHIBIT 99.1

 

ABH (TSX, NYSE)

US$

AbitibiBowater Announces Sale of Snowflake Mill

MONTREAL, QUEBEC, February 11, 2008 – AbitibiBowater today announced that it has signed a definitive agreement with Catalyst Paper Corporation (TSX: CTL) for the sale of its Snowflake, Arizona, assets for cash consideration of $161 million, excluding working capital of approximately $19 million retained by AbitibiBowater. The facility has an annual production capacity of approximately 375,000 tonnes of newsprint.

The closing of this transaction is required to comply with the requirements set by the U.S. Department of Justice in October 2007 for approval of the Abitibi-Consolidated/Bowater combination. AbitibiBowater plans to use the proceeds from this sale to repay debt and for general corporate purposes.

The sale of the Snowflake mill is subject to customary closing conditions, including a financing contingency which is expected to be satisfied in part by a fully backstopped rights offering. The sale is expected to close in the second quarter.

AbitibiBowater produces a wide range of newsprint and commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. Following the required divestiture agreed to with the U.S. Department of Justice, AbitibiBowater will own or operate 28 pulp and paper facilities and 35 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of newspapers and magazines, and has more third-party certified sustainable forest land than any other company in the world. The Company's shares trade under the stock symbol ABH on both the New York Stock Exchange and the Toronto Stock Exchange.

-30-

Contacts

Investors
Duane Owens
Vice President and Treasurer
514 394-3268 duane.owens@abitibibowater.com

Media and Others
Seth Kursman
Vice President, Communications and Government Affairs
514 394-2398
seth.kursman@abitibibowater.com

 

 

Page 1 of 2

 


 

 

Forward-Looking Statements

Statements in this news release that are not reported financial results or other historical information are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. They include, for example, statements about our planned use of proceeds from the sale of the Snowflake mill and the expected completion and timing of the sale. Forward-looking statements may be identified by the use of forward-looking terminology such as the words "will", "could", "expect", "believe", "anticipate", and other terms with similar meaning indicating possible future events or actions or potential impact on the business or stockholders of AbitibiBowater.

These forward-looking statements are not guarantees of future performance. They are based on management's assumptions, beliefs and expectations, all of which involve a number of business risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, but are not limited to, a delay in the closing of the sale, the receipt of required regulatory approvals, and the satisfaction of various conditions to closing (including the financing of the purchase price by Catalyst). Additional factors that could cause actual results to differ materially from our expectations are listed from time to time in AbitibiBowater's filings with the Securities and Exchange Commission and the Canadian securities regulatory authorities, including those factors contained in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007, and the Company's registration statement on Form S-3 filed on October 29, 2007, under the caption "Risk Factors". All forward-looking statements in this news release are expressly qualified by information contained in the Company's filings with the Securities and Exchange Commission and the Canadian securities regulatory authorities. AbitibiBowater disclaims any obligation to update or revise these forward-looking statements.

 

 

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