OMB APPROVAL
OMB Number: 3235-0116
Expires: August 31, 2005
Estimated average burden
hours per response......6.20
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
For the month of August 3 and August 5, 2004.
Commission File Number
WESTERN FOREST PRODUCTS INC.
- --------------------------------------------------------------------------------
(Translation of registrant's name into English)
3rd Floor, 435 Trunk Road, Duncan, British Columbia Canada 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. Form 20-F [ ] Form 40-F [X]
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): ____
NOTE: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
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): ____
NOTE: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
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 [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-____________.
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.
------------------------------
(Registrant)
Date August 13, 2004 By /s/ P.G. Hosier
---------------------------
(Signature)*
Philip G. Hosier
Corporate Secretary
- -------------------
* Print the name and title under the signature of the signing officer.
PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
SEC 1815 (11-02) CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE
FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
[WESTERN FOREST PRODUCTS LOGO]
WESTERN FOREST PRODUCTS INC.
435 Trunk Road
Duncan, British Columbia
Canada V9L 2P9
Telephone: 250 748 3711
Facsimilie: 250 748 6045
WESTERN FOREST PRODUCTS INC. LISTS ON TSX
FOR IMMEDIATE RELEASE
August 3, 2004 - Duncan, British Columbia. Western Forest Products Inc. is
pleased to announce that its common shares commenced trading today on the
Toronto Stock Exchange under the symbol "WEF".
About Western Forest:
Western Forest is an integrated Canadian forest products company and the second
largest coastal woodland operator in British Columbia. It is the successor
business to Doman Industries Limited. Principal activities conducted by Western
Forest and its subsidiaries include timber harvesting, reforestation, sawmilling
logs into lumber and wood chips, value-added remanufacturing and producing NBSK
pulp. All of Western Forest'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. Such
statements involve known and unknown risks and uncertainties that may cause the
actual results of Doman or Western Forest to be materially different from those
expressed or implied by those forward-looking statements. Such risks and
uncertainties include, among others: general economic and business conditions,
product selling prices, raw material and operating costs, changes in
foreign-currency exchange rates and other factors referenced herein and in
Doman's annual information form and annual report.
FOR FURTHER INFORMATION CONTACT: RICK DOMAN 250 748 3711
P.G. HOSIER 604 665 6231.
WESTERN FOREST PRODUCTS INC.
FORM 51-102F3
MATERIAL CHANGE REPORT
ITEM 1. NAME AND ADDRESS OF COMPANY
Western Forest Products Inc. ("Western Forest")
3rd Floor, 435 Trunk Road
Duncan, British Columbia
V9L 2P9
ITEM 2. DATE OF MATERIAL CHANGE
July 27, 2004. in respect of the implementation of the Plan of Compromise and
Arrangement (the "Plan") in respect of Doman Industries Limited ("Doman") and
certain of its subsidiaries under the Companies' Creditors Arrangement Act
("CCAA") and conditional listing of the common shares of Western Forest on the
Toronto Stock Exchange ("TSX").
August 3, 2004, in respect of the listing of the common shares of Western Forest
on the TSX.
ITEM 3. NEWS RELEASE
The news release in respect of the implementation of the Plan and conditional
listing on the TSX was disseminated in Vancouver via Canada Newswire on July 27,
2004.
The news release in respect of the listing on the TSX was disseminated in
Vancouver via Canada Newswire on August 3, 2004.
ITEM 4. SUMMARY OF MATERIAL CHANGE
Western Forest and Doman announced on July 27, 2004 that the transactions
contemplated by the Plan were completed on July 27, 2004 and the TSX
conditionally approved for listing the common shares of Western Forest.
On August 3, 2004 Western Forest announced that its common shares commenced
trading on the TSX.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
July 27, 2004 Press Release
Western Forest and Doman announced on July 27, 2004, that, in connection with
the Plan in respect of Doman and certain of its subsidiaries under the CCAA, the
transactions contemplated by the Plan were completed on July 27, 2004 and the
Plan was implemented.
Upon implementation of the Plan, Western Forest became the successor business to
Doman. A total of 25,635,931 Common Shares of Western Forest and US$221 million
principal amount of Secured Bonds of Western Forest (issued at a price of US$950
per US$1,000 principal amount) were distributed under the Plan to former
creditors of Doman and certain standby purchasers. The TSX has conditionally
approved the Western Forest Common Shares for listing under the symbol "WEF",
subject to meeting the Exchange's customary listing requirements. It is expected
that the Western Forest Common Shares will commence trading on the TSX at the
opening on or about August 3, 2004.
- 2 -
19,226,931 Common Shares were distributed to the group of former unsecured
noteholders and trade creditors of Doman and certain of its subsidiaries.
2,890,053 Common Shares and US$99,657,000 principal amount of Secured Bonds were
issued upon the exercise of Class A and B Warrants of Western Forest distributed
by Western Forest on June 29, 2004 to that group. As noted in Doman's press
release issued on July 19, 2004, in excess of 90% of the Class A and B Warrants
were exercised. Certain standby purchasers were required under a standby
commitment to subscribe for and take up the Common Shares and Secured Bonds not
acquired pursuant to the exercise of the Class A and B Warrants. 3,518,947
Common Shares and US$121,343,000 principal amount of Secured Bonds were issued
to the standby purchasers pursuant to that commitment and a concurrent private
placement.
The proceeds received from the exercise of the warrants, the standby commitment
and the private placement were used by Doman primarily to repay US$160,000,000
of 12% series A and series B secured notes and related costs and to fund its
CCAA exit costs.
The Plan did not provide for any distributions to Doman shareholders other than
Class C Warrants of Western Forest. Certificates for the Class C Warrant are
expected to be mailed to Doman shareholders shortly, although due to the
requirement to round down all fractional Class C Warrants Doman shareholders
holding fewer than 67 shares will not receive any Class C Warrants. Each Class C
Warrant entitles the holder to purchase one common share of Western Forest, is
non-transferable and has a five year term, subject to certain early termination
provisions. The Class C Warrants will not be listed. The holders of Class A and
B Shares of Doman are entitled to receive on a pro rata basis, in the aggregate,
45% of the Class C Warrants. The holders of the Class A Preferred Shares of
Doman are entitled to receive on a pro rata basis, in the aggregate, 55% of the
Class C Warrants. The Class C Warrants are to be issued effective July 27, 2004
in three tranches exercisable for an aggregate of up to 569,630, 854,446 and
1,424,076 Common Shares at exercise prices of Cdn$16.28, Cdn$26.03 and
Cdn$33.83, respectively.
Western Forest has adopted an incentive stock option plan for its directors,
officers, employees and consultants and has reserved 2,500,000 Common Shares for
issuance thereunder.
Finally, as a condition to the implementation to the Plan, Western Forest and
certain of its post-Plan implementation subsidiaries have entered into a credit
agreement with CIT Business Credit Canada Inc. to establish a working capital
facility of Cdn$100 million to replace an existing working capital facility
between CIT and Doman.
The officers of Western Forest are Jaspaul (Rick) H. Doman (President and Chief
Executive Office), Philip G. Hosier (Vice-President, Finance and Corporate
Secretary) and Stephen Ward (Controller and Assistant Secretary).
Effective upon implementation of the Plan, John Lacey, John McIntyre, John
Newman, James Arthurs, Peter Gordon, Lee Doney and Derek Brown joined Mr. Rick
Doman as directors of Western Forest. Mr. Brown subsequently resigned, and the
board of directors expects to appoint another director in his stead shortly.
ITEM 6. RELIANCE ON 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
Not applicable.
ITEM 7. OMITTED INFORMATION
Not applicable.
- 3 -
ITEM 8. EXECUTIVE OFFICER
The following executive officer of Western Forest is knowledgeable about the
material change and may be contacted respecting the change:
Philip G. Hosier,
Vice-President, Finance and Corporate Secretary
604 665 6200
ITEM 9. DATE OF REPORT
August 5, 2004.
WESTERN FOREST PRODUCTS INC.
By: "P.G. HOSIER"
------------------------------------
Name: Philip G. Hosier
Title: Vice-President, Finance and
Corporate Secretary