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): November 29, 2007
BOWATER INCORPORATED
(Exact name of Registrant as Specified in Charter)
Delaware 1-8712 62-0721803
(State or other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification Number)
Bowater Incorporated
55 East Camperdown Way
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (864) 271-7733
[GRAPHIC OMITTED] 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):
| | Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
| | 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
On November 29, 2007, the Board of Directors of our parent company,
AbitibiBowater Inc. (ABI), approved an action plan to reduce its newsprint and
commercial printing papers production capacity by almost 1 million metric tons
per year by the end of the first quarter of 2008. The reductions include the
permanent closure of the Belgo (Shawinigan, Quebec) and Dalhousie (New
Brunswick) mills, as well as the indefinite idling of the Donnacona (Quebec) and
Mackenzie (British Columbia) mills. It will also indefinitely idle two Mackenzie
sawmills directly supporting the Mackenzie paper operation. These facilities are
not generating positive cash flows and represent approximately 600,000 metric
tons of newsprint, 400,000 metric tons of commercial printing papers, and 500
million board feet of lumber capacities. Additionally, it will permanently close
previously idled paper mills at Fort William (Thunder Bay, Ontario) and Lufkin
(Texas), as well as the #3 Paper Machine at the Gatineau (Quebec) facility. The
previously idled operations had a total capacity of approximately 650,000 metric
tons.
ABI estimates that it will incur cash closure costs of approximately $100
million related to severance and other closure charges as a result of these
actions. Approximately $30 million of these closure costs will not impact its
earnings and will be recorded as liabilities in the purchase price allocation of
its subsidiary, Abitibi-Consolidated Inc., as they relate to facilities owned by
Abitibi-Consolidated. In addition, we estimate we will incur an after-tax asset
impairment charge of approximately $110-$130 million in the fourth quarter
related to our assets. An additional estimated $230-$270 million after-tax
impairment charge related to assets owned by Abitibi-Consolidated is not
expected to impact ABI's consolidated fourth quarter earnings as it will be
eliminated by the fair value adjustments recorded in the purchase price
allocation.
Statements in this current report 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 the planned reduction of newsprint and commercial
printing papers production capacity, the closure or idling of certain paper and
sawmills and the costs that actually will be incurred as a result of these
actions. 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 our business or
debtholders. 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, an inability to reduce newsprint
and commercial printing capacity as quickly as anticipated, the continued
strength of the Canadian dollar against the U.S. dollar, worsening industry
conditions, and the costs of labor and of raw materials such as energy,
chemicals and fiber. Additional factors are listed from time to time in our
filings with the Securities and Exchange Commission, including those factors
contained in Amendment No. 5 to our Form S-4 filed on June 20, 2007 under the
caption "Risk Factors." All forward-looking statements in this news release are
expressly qualified by information contained in our filings with the Securities
and Exchange Commission and the Canadian securities regulatory authorities. We
disclaim any obligation to update or revise these forward-looking statements.
Item 2.06. Material Impairments
The information contained in Item 2.05 relating to asset impairment charges
is incorporated into this Item 2.06 by reference.
Item 7.01. Regulation FD Disclosure.
On November 29, 2007, our parent company, AbitibiBowater Inc., issued a
news release announcing several action plans, including an action plan to reduce
our output of newsprint and commercial printing paper. The news release is
attached as Exhibit 99.1 and incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 News Release of AbitibiBowater Inc., dated November 29, 2007
Signature
Pursuant to the requirements of the Securities Exchange Act of l934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BOWATER INCORPORATED
Date: December 5, 2007 By: /s/ Joseph B. Johnson
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Name: Joseph B. Johnson
Title: Vice Presidentand Controller