BOWATER INCORPORATED
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) March 23,
2007
BOWATER INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1-8712
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62-0721803 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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55 East Camperdown Way, Greenville, South Carolina
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29602 |
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code (864) 271-7733
(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:
x 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))
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Award of Restricted Stock Units
On March 23, 2007, the Registrant, acting through the Human Resources and Compensation
Committee of the Board of Directors, awarded to David J. Paterson, Chairman, President and Chief
Executive Officer, 54,200 restricted stock units (RSUs). The RSUs were awarded as an incentive
in connection with the pending combination of the Registrant and Abitibi-Consolidated Inc. The
RSUs represent a contingent right to receive up to 54,200 shares of Bowater common stock (each such
share would be converted in the combination to 0.52 of a share of common stock of the combined
company if the combination is consummated). The vesting of the RSUs is contingent upon attaining
certain performance targets as measured by post-combination synergies during the two-year period
following consummation of the combination. The RSUs will vest with respect to all 54,200 shares
upon the achievement of documented synergies of at least $300 million; with respect to 45,100
shares upon the achievement of documented synergies of at least $250 million and with respect to
36,100 shares upon the achievement of documented synergies of at least $200 million.
Item 8.01 Other Events.
As reported under Item 5.02, on March 23, 2007, the Registrant awarded restricted stock units
to David J. Paterson, Chairman, President and Chief Executive Officer of the Registrant. Details
of the arrangement are described under Item 5.02 of this report.
On March 27, 2007, the Registrant issued a press release commenting on anticipated operating
results for the first quarter ending March 31, 2007. A copy of the press release is attached
hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release of Bowater Incorporated dated March 27, 2007
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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 hereunto duly authorized.
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BOWATER INCORPORATED
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By: |
/s/ James T. Wright
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Name: |
James T. Wright |
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Title: |
Executive Vice President |
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Dated: March 29, 2007
EXHIBIT INDEX
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Exhibit No. |
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Description of Exhibit |
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99.1
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Press Release of Bowater Incorporated dated March 27, 2007 |