ST LAURENT PAPERBOARD INC
6-K, 1999-10-21
PAPERBOARD MILLS
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                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        Report of Foreign Private Issuer
                      Pursuant to Rule 13a-16 or 15d-16 of
                       the Securities Exchange Act of 1934


October 21, 1999


                       ST. LAURENT PAPERBOARD INC.
               (Translation of registrant's name into English)


              630 Rene-Levesque  Boulevard,  West,  Suite  3000,
                         Montreal, Quebec H3B 5C7
                 (Address of principal executive offices)


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  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..


                     INFORMATION FILED WITH THIS REPORT


The following document is filed as an Exhibit to this Report:

Exhibit I  Press Release, dated October 21, 1999, of St. Laurent Paperboard Inc.
           announcing its Financial Results for the Third Quarter of 1999.


<PAGE>


On  October  21,  1999  St.  Laurent  Paperboard  Inc.  issued  a press  release
announcing its Financial Results for the Third Quarter of 1999.

Exhibit I  Press Release, dated October 21, 1999, of St. Laurent Paperboard Inc.
           announcing its Financial Results for the Third Quarter of 1999.

                    PRESENTATION OF OUR FINANCIAL INFORMATION

          Beginning in 1997, we began  reporting  our financial  results in U.S.
          dollars.  In this Report (and the  Exhibit  attached to this  Report),
          unless  otherwise  specified or the context  otherwise  requires,  all
          dollar amounts are expressed in U.S.  dollars.  Amounts reported by us
          in years prior to 1997 have been converted  into U.S.  dollars using a
          convenience  exchange  rate of US $0.73 to CAN $1, the closing rate as
          at December 31, 1996. The average  exchange rate of the U.S. dollar to
          the Canadian dollar for 1994,  1995 and 1996 was $0.7300,  $0.7286 and
          $0.7332,  respectively.  Beginning in 1997,  we also started to report
          production and sales figures in short tons instead of metric tons, the
          reporting standard of the containerboard industry.

      Unless otherwise indicated,  our financial information in this Report (and
the  Exhibit  attached to  this  Report) has been  prepared in  accordance  with
generally accepted  accounting  principles in Canada. As described in Note 20 to
our Consolidated  Financial  Statements for the year-ended December 31, 1998, as
contained in our 1998 Annual Report, those principles differ in certain material
respects from those that we would have followed had our  Consolidated  Financial
Statements  been  prepared in  accordance  with  generally  accepted  accounting
principles in the United States. We filed our Consolidated  Financial Statements
for the  year-ended  December 31, 1998, as contained in our 1998 Annual  Report,
with the  Commission as Exhibit 43 to our Form 40-F/A filed with the  Commission
on June 8, 1999.

                  SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      Certain  statements made in this Report  (and the Exhibit attached to this
Report) are not historical  facts and are  "forward-looking"  (as defined in the
Private  Securities  Litigation  Reform Act of 1995).  Words such as "believes,"
"expects,"  "estimates," "may," "intends," "will," "should" or "anticipates" and
similar  expressions or their  negatives  identify  forward-looking  statements.
Forward-looking  statements  contained in this Report (and the Exhibit  attached
to this Report)  regarding  matters that are not  historical  facts  reflect our
current  views about future events and are subject to risks,  uncertainties  and
assumptions. Such risks, uncertainties and assumptions include the following:

o     continued demand for our products,
o     industry cyclicality,
o     fluctuation in foreign currency exchange rates,
o     changes in environmental and other laws or regulations affecting our
          operations,
o     factors influencing competition in our industry and pricing, and
o     industry-wide market factors and other general economic and business
          conditions.

      Our actual results could differ materially from those indicated, expressed
or implied  in such  forward-looking  statements  as a result of these and other
factors, many of which are beyond our control.

                                      -2-

<PAGE>

                                 SIGNATURE

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.



Date:  October 21, 1999              ST. LAURENT PAPERBOARD INC.
                                     (Registrant)


                                     By: /s/  Richard Garneau
                                         -------------------------------
                                          Name: Richard Garneau
                                          Title: Senior Vice President and
                                                  Chief Financial Officer
                                                  St. Laurent Paperboard Inc.

                                      -3-

<PAGE>
                                                                       Exhibit 1

Note: All amounts are expressed in US dollars.

                               [GRAPHIC OMITTED]


P r e s s R e l e a s e
For immediate release

                      A considerable improvement over 1998
                st. Laurent Paperboard INC. REPORTS $20.3 MILLION
                   NET EARNINGS for THE third quarter OF 1999


     Montreal,  October 21, 1999 - For the third  quarter of 1999,  St.  Laurent
     Paperboard  Inc.  generated  net  earnings of $20.3  million,  or $0.42 per
     share,  on net sales of  $246.2  million,  compared  to a net loss of $12.8
     million,  or $0.26 per share,  on net sales of $197.7  million for the same
     quarter in 1998. The third quarter net earnings  include an unusual gain of
     $5.8  million   after  tax,  or  $0.12  per  share,   resulting   from  the
     renegotiation  of fibre supply  agreements with  Chesapeake  Corp. The 1998
     third quarter net earnings  included a special charge of $8.3 million after
     tax  or  $0.17  per  share  related  to  the  major  restructuring  project
     implemented at the West Point,  Virginia mill.  Before these special items,
     1999's third  quarter  earnings  increased by $19.0  million,  or $0.39 per
     share, over the same period of 1998.


     For the nine months ended  September 30, 1999,  net earnings  totaled $29.4
     million, or $0.60 per share, on net sales of $663.3 million,  compared to a
     net loss of $12.7  million  on net  sales of  $607.6  million  for the same
     period in 1998.


     BUSINESS REVIEW

     Higher shipments for paperboard and corrugated products

     4,000 tons production reduction at the La Tuque mill for major maintenance

     Significant price  realization  increases for paperboard  and corrugated
     products

     New sawmills, acquired on July 30, contributed $0.7 million to operating
     earnings

     Unusual gain of $5.8 million after tax on the renegotiation of fibre supply
     agreements

     Hurricane Floyd caused production disturbances and reduced West Point mill
     shipments

     Significant purchase price increase for Old Corrugated Container (OCC)


     NET SALES

     Net sales in the third quarter of 1999 increased to $246.2 million compared
     to $197.7  million for the same  period in 1998.  This  improvement  in net
     sales is  attributable  to  higher  net  price  realization  and  increased
     shipments.  Shipments  were up 21.5% for  corrugated  products and 4.6% for
     paperboard  products.  Net price  realizations in the third quarter of 1999
     increased  by 10.8%  for  corrugated  products  and  16.0%  for  paperboard
     products.  Shipments  and  net  price  realizations  for  liquid  and  food
     packaging  products  decreased  slightly  during the third  quarter of 1999
     compared to the same period of 1998. The new sawmills acquired in July 1999
     also contributed to the sales increase, adding $4.6 million to net sales.

     Shipments were higher for all  paperboard  products in the third quarter of
     this  year.  White top  linerboard  shipments  increased  by  19,600  tons,
     corrugating  medium and kraft linerboard  shipments  increased by 5,000 and
     5,400 tons respectively,  compared to the corresponding  period in 1998. No
     shipments of market pulp were made in the third quarter, compared to 19,700
     tons in  1998.  Moreover,  overseas  shipments  decreased  by  46,000  tons
     compared to the same period of 1998, contributing to the improvement in net
     price realization for the quarter.

                                      -1-
<PAGE>
 <TABLE>
<CAPTION>
      Table 1  - Key Financial Results
      (In millions of US dollars, except percentage and per share amounts)
 <S>                                                   <C>          <C>             <C>
     ------------------------------------------------------------------------------------------
                                                       1999         1998            1999
                                                   Third Quarter Third Quarter Second Quarter

      --------------------------------------------- ----------- ------------ -----------------
         Net sales                                    246.2        197.7           218.6
      --------------------------------------------- ----------- ------------ -----------------
         EBITDA - before restructuring costs           46.9         18.1            33.9
      --------------------------------------------- ----------- ------------ -----------------
         EBITDA margin - %                             19.0%         9.2%           15.5%
      --------------------------------------------- ----------- ------------ -----------------
         Operating earnings -
           before restructuring  costs                 29.9          1.5            17.3
      --------------------------------------------- ----------- ------------ -----------------
         Unusual items and (restructuring costs)
           after taxes                                  5.8         (8.3)            ---
      --------------------------------------------- ----------- ------------ -----------------
         Net earnings (losses)                         20.3        (12.8)            6.8
      --------------------------------------------- ----------- ------------ -----------------
         Per share                                      0.42       (0.26)            0.13
      --------------------------------------------- ----------- ------------ -----------------
</TABLE>

     Note:  EBITDA  is  Earnings  Before  Interest,   Taxes,   Depreciation  and
     Amortization. EBITDA margin is the ratio of EBITDA divided by net sales.

      OPERATING EARNINGS

     1999 3rd quarter vs 1998 3rd quarter

     For the third  quarter  of 1999,  operating  earnings  were  $29.9  million
     compared to $1.5 million before West Point mill restructuring  charges,  an
     increase of $28.4 million  compared to the  corresponding  quarter in 1998.
     The operating  earnings  improvement is mainly  attributable  to higher net
     price  realization  for  paperboard  and  corrugated  products,  which were
     respectively 16.0% and 10.8% higher than the corresponding  period in 1998.
     Paperboard cash manufacturing  costs were negatively impacted by higher OCC
     prices,   which   increased   the  average  cash   manufacturing   cost  by
     approximately $4.0 million or $10/ton.  Higher productivity and the various
     cost  reduction  programs  underway  offset the impact of higher OCC costs.
     Operating earnings from converting activities improved by $3.8 million as a
     result of the  implementation  of price increases,  the inclusion of Castle
     Rock Container's results for the whole quarter and higher volume shipped.

     The Company actively manages its Canadian dollar currency and its commodity
     prices exposure.   The Company bought Canadian dollar forward  contracts to
     protect its third quarter exposure  at  US$0.71,  while the actual rate was
     US$0.67,  resulting  in  an  opportunity  loss  of  $2.4 million (including
     Canadian dollar denominated inventory translation  and the opportunity loss
     on its commodity forward contracts). For the corresponding quarter in 1998,
     the opportunity loss was $6.5  million.  During  the  third  quarter,   the
     Canadian  dollar  appreciated  by  about  2%  when  compared  to  1998  and
     increased  the  Company's  Canadian  manufacturing  costs  by $1.1 million.
     This currency related costincrease translates into a $3 per ton increase on
     the overall primary mills production.
<TABLE>
<CAPTION>
      Table 2 - Operating earnings variances
      1999 3rd quarter vs 1998 3rd quarter
      (In millions of US dollars)
<S>                                               <C>        <C>              <C>        <C>
      ---------------------------------------------------------------------------------------------
      VARIANCE   Positive (Negative)
      ---------------------------------------------------------------------------------------------
                                                  Mill       Converting       Other      Total
      --------------------------------------- ------------ -------------- ------------ ------------

      Net price realization on all products       20.9          7.1           0.0         28.0
      --------------------------------------- ------------ -------------- ------------ ------------
      Cost reduction (increase)                    0.5         (4.7)         (0.5)        (4.7)
      --------------------------------------- ------------ -------------- ------------ ------------
      Volume increase                              1.1          2.6           0.9          4.6
      --------------------------------------- ------------ -------------- ------------ ------------
      Commodity and currency                       4.1           --            --          4.1
      --------------------------------------- ------------ -------------- ------------ ------------
      Selling and administration                  (2.3)        (0.9)          0.0         (3.2)
      --------------------------------------- ------------ -------------- ------------ ------------
      Depreciation                                 0.1         (0.3)         (0.2)        (0.4)
      --------------------------------------- ------------ -------------- ------------ ------------
      Total                                       24.4          3.8           0.2         28.4
      --------------------------------------- ------------ -------------- ------------ ------------
</TABLE>
                                      -2-
<PAGE>
      1999 3rd quarter vs 1999 2nd quarter

     In the third quarter of 1999, operating earnings increased to $29.9 million
     compared  to $17.3  million in the second  quarter,  an  increase  of $12.6
     million,  mainly resulting from higher net price realization for paperboard
     and  converting   products   totalling   $15.5  million  and  $5.1  million
     respectively.  The favourable  impact of the price  increases was partially
     offset by higher OCC costs,  which  increased costs by $4.6 million, higher
     losses  on  commodity  contracts  and  higher  selling  and  administrative
     expenses.  Converting  profitability  also increased compared to the second
     quarter as a result of the price increase  implementation and higher volume
     shipped.
<TABLE>
<CAPTION>
      Table 3 - Operating earnings variances
      1999 3rd quarter vs 1999 2nd quarter
      (In millions of US dollars)
<S>                                                     <C>       <C>          <C>        <C>
      -------------------------------------------- ------------- -------------- --------- -----------
      VARIANCE   Positive (Negative)
      -------------------------------------------- ------------- -------------- --------- -----------
                                                         Mill      Converting     Other     Total
      -------------------------------------------- ------------- -------------- --------- -----------
         Net price realization on all products          15.5          5.1          0.0       20.6
      -------------------------------------------- ------------- -------------- --------- -----------
         Cost reduction (increase)                      (3.1)        (2.9)         0.0       (6.0)
      -------------------------------------------- ------------- -------------- --------- -----------
         Volume increase (reduction)                    (0.1)         1.4          0.8        2.1
      -------------------------------------------- ------------- -------------- --------- -----------
         Commodity and currency                         (1.9)          --           --       (1.9)
      -------------------------------------------- ------------- -------------- --------- -----------
         Selling and administration                     (1.1)        (0.7)         0.0       (1.8)
      -------------------------------------------- ------------- -------------- --------- -----------
         Depreciation                                    0.1         (0.3)        (0.2)      (0.4)
      -------------------------------------------- ------------- -------------- --------- -----------
         Total                                           9.4          2.6          0.6       12.6
      -------------------------------------------- ------------- -------------- --------- -----------
</TABLE>

      LIQUIDITY AND CAPITAL EXPENDITURES

     During the third quarter,  cash provided by operating  activities was $42.0
     million compared to $7.6 million for the corresponding quarter in 1998. The
     $34.4  million  increase  is  attributable  to  profitability  improvement.
     Capital  expenditures  were $12.6 million compared to $10.5 million for the
     third quarter of 1998.  The increase in capital  expenditures  in the third
     quarter is attributable to two projects  currently underway at the La Tuque
     mill.  When  completed,  the first project will allow for the production of
     about  50,000  tons per year of coated  white top  linerboard.  The  second
     project  involves the  modernization  of the fibre  receiving  and handling
     area.  On July 30,  1999,  the  Company  also  acquired,  for an  aggregate
     purchase price of $13.9 million,  two sawmills with a combined  capacity of
     60 million board feet, a lumber re-manufacturing facility as well as a chip
     mill from  Chesapeake  Corp.  This  transaction  was mainly financed by the
     proceeds  resulting from the  renegotiation of fibre supply agreements with
     the seller.

      COST REDUCTION INITIATIVES

     The West Point  restructuring  initiative  contributed  to the reduction of
     manufacturing  costs by $4.2 million  during the third quarter  compared to
     the corresponding  quarter in 1998. The savings realized are essentially on
     target with the restructuring program.

      PRODUCTIVITY ENHANCEMENT

     Compared to the corresponding  quarter in 1998,  productivity  increased by
     10.5% on the #3 paper  machine at the La Tuque mill,  by 7.1% at the Matane
     mill and by 6.7% at the Thunder Bay mill.

      YEAR-2000 COMPLIANCE

           Approach

          The Company  initiated its Year 2000 compliance  program ("Y2K") under
          the supervision of a centralized Y2K Project  Management  Organization
          (PMO) in February 1998 with a focus of achieving Y2K readiness for all
          Information   Technology   (IT)  and   computer   controlled   process
          technologies  used in the Company's  business.  The PMO reports to the
          Chief  Information   Officer  with  regular  reporting  to  the  Audit
          Committee of the Board of  Directors.  The  Company's  Y2K  compliance
          program also includes the assessment of the Y2K readiness of its major
          suppliers  and  customers  by  contacting   them  to  evaluate   their
          strategies  and action plans for the Y2K  transition.  To minimize the
          Y2K risk, contingency plans and year-end rollover strategies are being
          deployed within the Company as part of the program.

                                      -3-
<PAGE>

           Readiness

          As  of  the  end  of  the third  quarter  of 1999,   the  Company  has
          successfully  completed its  remedial program in all material respects
          and  considers itself  compliant  with  regards  to  items  under  its
          control.


          Among others, process control,  shop floor technology,  infrastructure
          and business systems  including  finance,  accounting,  payroll, order
          fulfilment, order  tracking  and  invoicing  software  programs,  were
          successfully  replaced or upgraded as required at all  facilities.  To
          maintain the Company's readiness level, further  testing will continue
          beyond Year 2000.

          As part of the Y2K due diligence process, the Company is  taking steps
          to insure that new acquisitions meet compliance standards.


           Risk to the Company

          The Company's  primary business  consists of manufacturing and selling
          paperboard  products,  and most of our systems are not date sensitive.
          For systems where dates are critical, the Company could face localized
          interruptions if Y2K issues are not properly resolved.  Our main risk,
          therefore,  would arise if we were  temporarily  unable to produce and
          deliver  our  products  to  our  customers  due to  interruption  of a
          production unit, the malfunction of a production management system, or
          an  interruption  in  delivery  of raw  material  or  services  from a
          critical supplier.

          To minimize any potential  disruption,  the  Company's Y2K  compliance
          program  will  continue  with  further  system  testing.  In addition,
          the risks to the Company posed by possible non-compliance of  critical
          suppliers  of   raw  materials,   utilities,   financial services  and
          government agencies are currently being re-assessed. Contingency plans
          are being prepared, where required, to minimize such risk.   It is not
          possible  however,   to  be certain  that all aspects of the Y2K issue
          affecting  the Company,   including  those  related  to the efforts of
          customers, suppliers, or other third parties, will be fully resolved.


           Contingency planning

          The  contingency  planning  is focusing on  two  levels  of  potential
          critical  business  disruption:  marketplace risks  and opportunities,
          production unit and supply chain risks. The  plans  include  alternate
          solutions  to  ensure  delivery of our products and  services  to  our
          customers, procedures to minimize disruption  of  critical supplies as
          well as  procedures  to  deal  with possible disruption of production.
          Contingency  plans are  carefully reviewed and  rehearsed  by facility
          personnel. The conditions which may trigger these plans will be tested
          against expected results during the rollover period.

          The Company believes that its pro-active approach will secure business
          continuity by ensuring readiness before, at and after the Year 2000.

           Cost

          The  Company's cost to achieve  Y2K  compliance  is  estimated at $5.6
          million.    At  the  end  of September,  about  $2.3 million  has been
          capitalized and $2.7 million has been expensed.

                                      -4-
<PAGE>

      OUTLOOK

          Demand for  containerboard  is  expected to remain  consistent  as the
          North American  economies  continue to remain stable.  Price increases
          have  also  been  implemented  in  Europe  and Asia as demand in those
          regions is stronger.

                     **************************************

          St. Laurent  Paperboard is a major North American  producer,  supplier
          and converter of  high-quality,  value-added  paperboard and packaging
          products,  with more than 3,700 employees  serving a diverse  customer
          base in North America and selected international markets.

          St. Laurent  Paperboard  owns four primary mills,  located in La Tuque
          and Matane, Quebec; in Thunder Bay, Ontario; as well as in West Point,
          Virginia,  with an aggregate annual paperboard  production capacity of
          approximately  1.5 million short tons.  It also owns twelve  packaging
          facilities  located in Canada and the United States as well as 920,000
          acres of forest land, the largest freehold in Quebec.

          The  Company's  common  shares are listed on the Toronto and  Montreal
          stock  exchanges  under the trading symbol "SPI" as well as on the New
          York Stock Exchange (NYSE) under "SLW".


      FOR FURTHER INFORMATION:

      Mr. Richard Garneau
      Senior Vice President and Chief Financial Officer
      ST. LAURENT PAPERBOARD INC.
      Tel: (514) 864-5102
      Website:  www.stlaurent.com


                                  -5-

<PAGE>
ST. LAURENT PAPERBOARD INC.
CONSOLIDATED STATEMENT OF EARNINGS AND RETAINED EARNINGS
 (unaudited)
(in thousands of US dollars, except per share amounts)
<TABLE>
<CAPTION>
<S>                                        <C>                   <C>      <C>              <C>             <C>

                                                 Third quarter ended     Second quarter ended     9 months ended
                                                   September 30                    June 30          September 30

                                                1999            1998           1999             1999            1998

- ------------------------------------------------------------------------- ---------------- ------------------------------


Sales                                      $     263,965         214,159  $     236,184    $     716,624   $     659,004
Cost of delivery                                  17,739          16,467         17,565           53,355          51,398

                                           ------------------------------ ---------------- ------------------------------

Net sales                                        246,226         197,692        218,619          663,269         607,606

                                           ------------------------------ ---------------- ------------------------------

Cost of sales                                    183,480         166,883        170,584          518,656         501,687


Selling and administrative expenses               15,861          12,687         14,092           42,640          38,247
Restructuring charge                                   -          12,878              -                -          12,878
Amortization                                      17,024          16,648         16,598           50,057          48,693
                                           ------------------------------ ---------------- ------------------------------
                                                 216,365         209,096        201,274          611,353         601,505

                                           ------------------------------ ---------------- ------------------------------

Operating earnings                                29,861         (11,404)        17,345           51,916           6,101
Interest expense, net                              7,103           7,247          6,517           20,677          22,184
Other expense (income)                           (10,020)           (634)           630          (14,206)           (644)

                                           ------------------------------ ---------------- ------------------------------

Earnings before income taxes                      32,778         (18,017)        10,198           45,445         (15,439)
Provision for income taxes                        12,670          (5,235)         3,550           16,699          (2,729)

                                           ------------------------------ ---------------- ------------------------------

                                                  20,108         (12,782)         6,648           28,746         (12,710)

Earnings from equity investment                      208               -            186              679               -

                                           ------------------------------ ---------------- ------------------------------

Net earnings (loss)                               20,316         (12,782)         6,834           29,425         (12,710)

                                           ------------------------------ ---------------- ------------------------------

Net earnings (loss) per common share
     Basic                                          0.42           (0.26)          0.13             0.60           (0.26)

                                           ------------------------------ ---------------- ------------------------------

     Fully diluted                         $        0.41           (FN1 ) $        0.13    $        0.59   $        (FN1)

                                           ------------------------------ ---------------- ------------------------------



Retained earnings at beginning of period   $      10,878          25,104  $       4,044            1,769   $      25,032

Net earnings (loss)                               20,316         (12,782)         6,834           29,425         (12,710)

                                           ------------------------------ ---------------- ------------------------------

Retained earnings at end of period         $      31,194          12,322  $      10,878           31,194   $      12,322

                                           ------------------------------ ---------------- ------------------------------

Weighted average number of outstanding
common shares (in thousands)                      49,356          49,161         49,310           49,310          49,092

                                           ------------------------------ ---------------- ------------------------------
FN1 Anti-dilutive

</TABLE>

                                      -6-

<PAGE>
ST. LAURENT PAPERBOARD INC.
CONSOLIDATED STATEMENT OF CHANGES IN CASH POSITION
 (unaudited)
(in thousands of US dollars)
<TABLE>
<CAPTION>
<S>                                        <C>                        <C>                       <C>              <C>
                                                Third quarter ended    Second quarter ended          9 months ended
                                                    September 30              June 30                 September 30

                                                1999            1998            1999             1999            1998
- -------------------------------------------------------------------------   ---------------------------------------------
Cash provided by (used in)
Operating activities

     Net earnings (loss)                   $      20,316         (12,782) $       6,834    $      29,425   $     (12,710)
     Items not involving cash
        Amortization of property, plant and
        equipment, deferred costs and goodwill    17,024          16,648         16,598           50,057          48,693
        Amortization of debt issue costs             469             386            311            1,179             991
        Future income taxes                       12,200          (5,305)         3,011           15,396          (3,626)
        Gain on sale of property, plant and
        equipmen                                    (547)              -              -           (5,100)           (235)
        Other                                       (268)           (194)           (64)            (554)           (843)
     Start-up and other deferred costs incurred   (2,072)         (1,225)          (587)          (3,350)           (384)
     Post retirement expense, net of funding        (616)         11,056            665            1,090          12,251
     Earnings from equity investment                (208)              -           (186)            (679)              -
                                           ------------------------------   ------------   ------------------------------
                                                  46,298           8,584         26,582           87,464          44,137
     Change in non-cash working capital
      relating to operations
        Accounts receivable                       (7,793)          1,320           (495)         (17,963)          7,555
        Inventory                                    244          (4,729)         2,419           11,009          (7,849)
        Prepaid expenses                          (4,373)         (1,764)        (2,914)          (5,822)         (6,255)
        Accounts payable and accruals              7,395           4,333          5,605           24,091           4,500
        Income and other taxes payable               263            (175)          (306)             (85)            440
                                           ------------------------------   ------------   ------------------------------
                                                  (4,264)         (1,015)         4,309           11,230          (1,609)

                                           ------------------------------   ------------   ------------------------------

     Cash provided by operating activities        42,034           7,569         30,891           98,694          42,528

                                           ------------------------------   ------------   ------------------------------
Investing activities
     Equity investment                                 -               -              -           (9,607)              -
     Business acquisitions                       (13,922)              -        (25,483)         (39,405)              -
     Additions to property, plant and
     equipment                                   (12,572)        (10,516)       (11,930)         (30,706)        (38,468)
     Proceeds from disposals of property,
     plant and equipment                           1,150               -              -            6,805             235

                                           ------------------------------   ------------   ------------------------------
                                                 (25,344)        (10,516)       (37,413)         (72,913)        (38,233)
                                           ------------------------------   ------------   ------------------------------

Financing activities
     Issuance of common shares, net of expenses      526             623            390            1,249           1,892
     Redemption of common shares                       -               -              -                -            (242)
     Issuance of long-term debt                      112              59             66              248         230,195
     Repayment of long-term debt                     (69)            (33)           (22)            (115)       (241,519)
     Debt issue costs                               (710)           (379)          (583)          (1,420)         (4,960)
     Cash held in escrow                               -                              -                -          11,000

                                           ------------------------------   ------------   ------------------------------
                                                    (141)            270           (149)             (38)         (3,634)

                                           ------------------------------   ------------   ------------------------------

Increase (decrease) in cash                       16,549          (2,677)        (6,671)          25,743             661

Cash and cash equivalents at beginning of period   5,675          16,778         12,346           (3,519)         13,440

                                           ------------------------------ --------------   ------------------------------

Cash and cash equivalents at end of period $      22,224          14,101  $       5,675     $     22,224    $     14,101

                                           ------------------------------ --------------   ------------------------------

Cash and cash equivalents

    Cash on hand (indebtedness)                   10,013           4,969           (475)          10,013           4,969
    Temporary investments                         12,211           9,132          6,150           12,211           9,132
                                           ------------------------------ --------------   ------------------------------
                                            $     22,224          14,101   $      5,675     $     22,224    $     14,101
                                           ------------------------------ --------------   ------------------------------
</TABLE>
                                      -7-
<PAGE>



ST. LAURENT PAPERBOARD INC.
CONSOLIDATED BALANCE SHEET
 (unaudited)
(in thousands of US dollars)

                                                         September 30

                                                     1999           1998

- -----------------------------------------------------------------------------
ASSETS

Current assets
   Cash and temporary investments                $     22,224  $      14,101
   Accounts receivable                                119,065        100,253
   Income and other taxes receivable                    4,956          4,553
   Inventories                                         97,118        104,449
   Prepaid expenses                                    19,679         11,934

                                                -----------------------------

                                                      263,042        235,290

Property, plant and equipment                         784,570        779,206

Future income taxes                                         -          6,887

Deferred charges and other assets                      45,009         22,658

Goodwill                                               19,100         20,206

                                                -----------------------------

                                                 $  1,111,721  $   1,064,247

                                                -----------------------------

LIABILITIES

Current liabilities
   Accounts payable and accrued liabilities            97,427         85,437
   Current portion of long-term debt                   23,152            259

                                                -----------------------------

                                                      120,579         85,696

Long-term debt                                        339,515        362,248

Future income taxes                                    13,322          9,350

Other liabilities                                      31,519         20,413


SHAREHOLDERS' EQUITY

   Common shares                                      573,184        571,810
   Contributed surplus                                  2,408          2,408
   Retained earnings                                   31,194         12,322

                                                -----------------------------

                                                      606,786        586,540

                                                -----------------------------

                                                 $  1,111,721  $   1,064,247
                                                -----------------------------

                                      -8-

<PAGE>

<TABLE>
<CAPTION>
<S>                                           <C>            <C>            <C>          <C>
ST. LAURENT PAPERBOARD INC.
SEGMENTED INFORMATION
 (unaudited)
(in thousands of US dollars)                       Third quarter ended            9 months ended
                                                      September 30                  September 30
                                                  1999         1998            1999          1998
                                              -------------------------    -------------------------

Net sales to third parties
  From Canada

    Within Canada                             $   42,004     $  30,056      $  103,473   $   96,082

    To the United States                          53,464        38,656         151,807      114,108

    Other                                          5,409        12,099          22,453       33,814

                                              -------------------------    -------------------------

                                              $  100,877     $  80,811      $  277,733   $  244,004

  From the United States                         145,349       116,881         385,536      363,602

                                              -------------------------    -------------------------

                                              $  246,226     $ 197,692      $  663,269   $  607,606

                                              -------------------------    -------------------------

Intercompany sales between geographic areas

  From Canada                                 $    5,217     $   2,364      $   13,014   $    6,839

  From the United States                             322           772             813        1,727

                                              -------------------------    -------------------------

                                              $    5,539     $   3,136      $   13,827   $    8,566

                                              -------------------------    -------------------------

Operating earnings (loss)

  Canada                                      $   13,920     $  (1,557)     $   26,413   $    3,580
  United States                                   15,941        (9,847)         25,503        2,521

                                              -------------------------    -------------------------

                                              $   29,861     $ (11,404)     $   51,916   $    6,101

                                              -------------------------    -------------------------


Identifiable assets

  Canada                                                                    $  464,668   $  456,204

  United States                                                                647,053      608,043

                                                                           -------------------------

                                                                            $1,111,721   $ 1,064,247

                                                                           -------------------------
</TABLE>

                                      -9-

<PAGE>

<TABLE>
<CAPTION>
<S>                                                  <C>            <C>         <C>                <C>
ST. LAURENT PAPERBOARD INC.
SUMMARY OF OPERATIONS
 (unaudited)
(in thousands of US dollars, except for units)
                                                                                   Woodlands,
                                                                                 Solid Wood and
                                                        Primary                   Unallocated
 Third Quarter ended September 30, 1999                  mills      Converting       amounts        Total
- -----------------------------------------------------------------------------------------------------------


   Net sales to third parties                        $    139,202 $    97,532 $        9,492  $    246,226

   Inter-segment sales                                     25,390           -              -        25,390
                                                       ----------------------------------------------------

   Total                                             $    164,592 $    97,532 $        9,492  $    271,616

   EBITDA                                                  38,465       7,858            562        46,885

   Amortization                                            13,982       2,453            589        17,024

   Operating earnings (loss)                               24,483       5,405            (27)       29,861

   Identifiable assets                                    760,022     243,045        108,654     1,111,721

   Additions to property, plant and equipment               8,476       3,783            313        12,572

   Sales to third parties (short tons)                    332,798           -              -
   Sales to third parties - corrugated containers (MMSF)        -       1,505              -
   Sales to third parties - liquid and food (short tons)        -      17,374              -
   Inter-segment sales (short tons)                        58,414           -              -


                                                                                  Woodlands,
                                                                                Solid Wood and
                                                        Primary                 Unallocated
 Third Quarter ended September 30, 1998                  mills     Converting       amounts        Total
- -----------------------------------------------------------------------------------------------------------

   Net sales to third parties                        $    116,707 $    76,649 $        4,336   $   197,692

   Inter-segment sales                                     18,896           -              -        18,896
                                                       ----------------------------------------------------

   Total                                             $    135,603 $    76,649 $        4,336   $   216,588

   EBITDA - Before restructuring charge                    14,162       3,799            161        18,122

   Amortization                                            14,053       2,199            396        16,648

   Operating earnings (loss) - Before restructuring charge    109       1,600           (235)        1,474

   Identifiable assets                                    814,529     189,671         60,047     1,064,247

   Additions to property, plant and equipment               7,299       2,998            219        10,516

   Sales to third parties (short tons)                    321,295           -              -
   Sales to third parties - corrugated containers (MMSF)        -       1,239              -
   Sales to third parties - liquid and food (short tons)        -      18,241              -
   Inter-segment sales (short tons)                        52,707           -              -
</TABLE>

                                      -10-

<PAGE>

<TABLE>
<CAPTION>
<S>                                                  <C>          <C>         <C>             <C>

ST. LAURENT PAPERBOARD INC.
SUMMARY OF OPERATIONS - YEAR TO DATE
 (unaudited)
(in thousands of US dollars, except for units)
                                                                                  Woodlands,
                                                                                Solid Wood and
                                                         Primary                  Unallocated
 Nine months ended September 30, 1999                     mills      Converting      amounts          Total
- -----------------------------------------------------------------------------------------------------------

   Net sales to third parties                        $    386,726 $   258,744 $       17,799  $     663,269

   Inter-segment sales                                     63,169      -             -              63,169
                                                       ----------------------------------------------------

   Total                                             $    449,895 $   258,744 $       17,799  $    726,438

   EBITDA                                                  83,697      18,495           (219)      101,973

   Amortization                                            42,011       6,649          1,397        50,057

   Operating earnings (loss)                               41,686      11,846         (1,616)       51,916

   Identifiable assets                                    760,022     243,045        108,654     1,111,721

   Additions to property, plant and equipment              19,537      10,673            496        30,706

   Sales to third parties (short tons)                  1,019,524           -              -
   Sales to third parties - corrugated containers (MMSF)        -       4,075              -
   Sales to third parties - liquid and food (short tons)        -      50,741              -
   Inter-segment sales (short tons)                       159,590           -              -

                                                                                 Woodlands,
                                                                                 Solid Wood
                                                        Primary                 and unallocated
 Nine months ended September 30, 1998                    mills     Converting     amounts        Total
- -----------------------------------------------------------------------------------------------------------

   Net sales to third parties                        $    369,191 $   224,374 $       14,041  $    607,606

   Inter-segment sales                                     61,451           -              -        61,451
                                                       ----------------------------------------------------

   Total                                             $    430,642 $   224,374 $       14,041  $    669,057

   EBITDA - Before restructuring charge                    56,862      12,735         (1,925)       67,672

   Amortization                                            41,314       6,104          1,275        48,693

   Operating earnings (loss) - Before restructuring charge 15,548       6,631         (3,200)       18,979

   Identifiable assets                                    814,529     189,671         60,047     1,064,247

   Additions to property, plant and equipment              26,470      10,846          1,152        38,468

   Sales to third parties (short tons)                    965,693           -              -
   Sales to third parties - corrugated containers (MMSF)        -       3,515              -
   Sales to third parties - liquid and food (short tons)        -      45,616              -
   Inter-segment sales (short tons)                       163,325           -              -


</TABLE>
                                      -11-


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