U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2000.
ABITIBI-CONSOLIDATED INC.
1155 Metcalfe Street
Suite 800
Montreal, Quebec
Canada H3B 5H2
(Address of principal executive offices.)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F _____ Form 40-F __X__.
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" 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.
ABITIBI CONSOLIDATED, INC.
/s/ John Weaver
March 23, 2000 --------------------------------
By: John Weaver
Its: President and
Chief Executive Officer
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ABITIBI-CONSOLIDATED INC.
MATERIAL CHANGE REPORT
1. Reporting Issuer
Abitibi-Consolidated Inc.
1155 Metcalfe Street
Suite 800
Montreal, Quebec
H3B 5H2
2. Date of Material Change
March 17, 2000
3. Press Release
A press release was issued on March 17, 2000 from Montreal, Quebec by the
Company.
4. Summary of Material Change See press release attached.
5. Full Description of Material Change
See press release attached.
6. Confidentiality
Not applicable.
7. Omitted Information
Not applicable.
8. Senior Officer
Any enquiries with respect to the transactions described in this material
change report should be made to Louis Veronneau, Managing Counsel, at (514)
394-4656.
9. Statement of Senior Officer
The foregoing accurately discloses the material change referred to herein.
DATED at Montreal, Quebec this 21st day of March, 2000.
[SIGNED: Jacques P. Vachon]
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JACQUES P. VACHON
SENIOR VICE-PRESIDENT AND SECRETARY
<PAGE>
[LOGO] ABITIBI
CONSOLIDATED
News Release
SYMBOL AND EXCHANGES:
A (Toronto)
ABY (New York)
www.abicon.com
ABITIBI-CONSOLIDATED EXTENDS ITS OFFERS FOR DONOHUE INC.
MONTREAL, QUEBEC, March 17, 2000 - Abitibi-Consolidated Inc. announced today
that it has extended its offers to purchase all of the outstanding Class A
Subordinate Voting Shares and Class B Shares of Donohue Inc. until 9:00 a.m.
(Montreal time) on April 18, 2000. In all other respects, the offers are
unamended.
Under its agreement with each of Donohue Inc. and Quebecor Inc.,
Abitibi-Consolidated has agreed to extend its offers if any required regulatory
approvals have not been obtained or statutory waiting periods have not expired.
As the applicable statutory waiting period under both the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and the Competition Act (Canada) will not
expire until April 12, 2000, the board of directors has determined to extend its
offers to a date just beyond the expiry of these statutory waiting periods.
Abitibi-Consolidated also announced today that it has determined not to put its
recently adopted shareholder rights plan before shareholders for confirmation at
its forthcoming annual meeting scheduled to be held on April 27, 2000. As the
record date (March 20, 2000) for the Abitibi-Consolidated meeting pre-dates the
current expiry time of its offers (April 18, 2000), former Donohue shareholders
will not be entitled to vote on the Rights Plan as Abitibi-Consolidated
shareholders. Abitibi-Consolidated has thus determined not to put the Rights
Plan before shareholders for confirmation at the April 27, 2000 meeting. As a
result, in accordance with the terms of the Rights Plan and the rules and
policies of the Toronto Stock Exchange, the Rights Plan will expire on May 8,
2000.
Following the combination, the new Abitibi-Consolidated will have ownership
interests in 29 paper mills in Canada, the U.S., the U.K. and Asia (including
its one-third interest in the Pan Asia Paper Company) and in 24 sawmills and a
very profitable market pulp mill. The company will market 6.3 million tonnes of
newsprint, 1.8 million tonnes of value-added papers, 444,000 tonnes of
high-quality market pulp, and 2.2 billion board feet of lumber.
Donohue is a major Canadian integrated forest products company engaged in forest
management to ensure its fiber supply, and in the manufacture and sale of
newsprint, specialty papers, market pulp and wood products. Donohue is the third
largest newsprint producer in North America and fourth in the world. Its mills
are located in Quebec, Ontario, British Columbia and Texas.
<PAGE>
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Abitibi-Consolidated is a leading global manufacturer and marketer of newsprint
and value-added papers, operating 18 mills in North America and the United
Kingdom. Together with its Asian alliance - Pan Asia Paper Company - with four
mills in South Korea, Thailand and China, Abitibi-Consolidated supplies product
to customers in more than fifty countries. The company's vision is to be the
world's preferred marketer and manufacturer of papers for communication.
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Contacts:
Denis Leclerc Michael Lamanna
Manager, Public Affairs Manager, Investor Relations
(514) 394-3601 (514) 394-3254
The full text of Abitibi-Consolidated's Offers to Purchase, Circular and Notice
of Extension, and Donohue's Directors' Circular can be found on the companies'
web-sites: www.abicon.com and www.donohue.ca.
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FORWARD LOOKING STATEMENTS
This disclosure contains certain forward-looking statements that involve
substantial known and unknown risks and uncertainties. These forward-looking
statements are subject to numerous risks and uncertainties, certain of which are
beyond the Company's control, including: the impact of general economic
conditions in the U.S. and Canada and in countries in which the company and
Donohue and their subsidiaries currently do business; industry conditions, the
adoption of new environmental laws and regulations and changes in how they are
interpreted and enforced; fluctuations in the availability or costs of raw
materials or electrical power; changes in existing forestry regulations or
changes in how they are administered which could result in the loss of certain
contractual or other rights or permits which are material to the Company's
business; increased competition; the lack of availability of qualified personnel
or management; the outcome of certain litigation; labour unrest; fluctuation in
foreign exchange or interest rates; stock market volatility and market
valuations of companies with respect to the announced transactions and the final
valuations thereof; and obtaining required approvals of regulatory authorities.
The Company's actual results, performance or achievement could differ materially
from those expressed in, or implied by, these forward-looking statements and,
accordingly, no assurances can be given that any of the events anticipated by
the forward-looking statements will transpire or occur, or if any of them do so,
what benefits, including the amount of proceeds, that the Company will derive
therefrom.
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U.S. SECURITIES AND EXCHANGE COMMISSION FILING
Abitibi-Consolidated filed a registration statement on Form F-8 with the U.S.
Securities and Exchange Commission in connection with the proposed tender offer,
including an offer to purchase, a related letter of transmittal and other offer
documents. The offer to purchase contains important information which investors
should read carefully before they make any decision with respect to the offer.
The registration statement including the offer to purchase, the related letter
of transmittal and all other offer documents filed with the Securities and
Exchange Commission, are available for free at the Securities and Exchange
Commission's web site at www.sec.gov. In addition, the offer to purchase, the
related letter of transmittal and certain other offer documents will be made
available to investors at no expense to them by calling or writing to the Media
contacts referred to on this news release.
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