Quebecor World Inc - Report of Foreign Issuer (6-K)
19 December 2007 - 9:13AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 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 December 2007
Commission File Number :
1-14118
MATERIAL CHANGE REPORT
QUEBECOR WORLD INC.
(Translation
of Registrants Name into English)
612 Saint-Jacques Street, Montreal, Quebec H3C 4M8
(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
o
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):
o
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 Fork 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):
o
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 registrants home country),
or under the rules of the home country exchange on which the registrants
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 registrants
security holders, and, if discussing a material event, has already been the
subject of a Form 6-K submission or other 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
o
No
x
If Yes is marked, indicate below the file
number assigned to the registrant in connection with Rule 12g3-2(b): 82- .
QUEBECOR
WORLD INC.
Filed in this Form 6-K
Documents index
1.
Material Change Report and schedule
2
FORM 51-102F3
MATERIAL
CHANGE REPORT
Item 1.
Name and Address of Company
Quebecor World
Inc.
612 St-Jacques Street
Montreal, Quebec
H3C 4M8
Item 2.
Date of Material Change
December 13,
2007
Item 3.
News Release
A press release
was issued by Quebecor World Inc. (Quebecor World) on December 13, 2007.
A copy of the press release is attached hereto as Schedule A and forms an
integral part hereof.
Item 4.
Summary of Material Change
On December 13,
2007, Quebecor World announced that it will not be proceeding with the
sale/merger of its European operations to Roto Smeets De Boer NV (RSDB) due
to the lack of support of the transaction from RSDBs shareholders.
Item 5.
Full Description of Material Change
On December 13,
2007, Quebecor World announced that it will not be proceeding with the
sale/merger of its European operations to RSDB due to the lack of support of
the transaction from RSDBs shareholders.
As previously
announced on November 7, 2007, the Share Purchase Agreement and
Implementation Agreement (the Agreement) to sell/merge Quebecor Worlds
European operations to and into RSDB was agreed to by both RSDBs Management
and Supervisory Boards but was conditional upon the approval of RSDBs
shareholders.
The
above summary of the
Agreement
is qualified in its entirety by reference to the
Agreement, a copy of which was filed on SEDAR on November 12, 2007
.
Item 6.
Reliance on Subsection 7.1(2) or (3) of
National Instrument 51-102
Not applicable.
3
Item 7.
Omitted Information
Not applicable.
Item 8.
Executive Officer
For any inquiries
with respect to this material change report, please contact Tony Ross, Vice
President, Communications, at (514) 877-5317 or (800) 567-7070 or Roland
Ribotti, Vice President, Investor Relations and Assistant-Treasurer, at
(514) 877-5143 or (800) 567-7070.
Item 9.
Date of Report
December 13,
2007
4
SCHEDULE
A PRESS RELEASE
See attached.
5
QUEBECOR WORLD WILL NOT PROCEED WITH THE SALE OF
ITS EUROPEAN ASSETS
Montréal, Canada
Quebecor World Inc. (TSX:IQW, NYSE:IQW) announced today that it will not be
proceeding with the sale of its European business to RSDB NV due to the lack of
support of the transaction from RSDBs shareholders.
As previously announced, the Share Purchase and
Implementation Agreement was agreed to by both RSDBs Management and Supervisory
Boards but was conditional upon the approval of RSDBs shareholders. Notwithstanding the outcome of todays vote
by RSDBs shareholders,
Quebecor World continues to believe
that the overall terms of the transaction represented fair value for all affected
stakeholders. The Company will continue to actively explore its strategic options
for its European operations, including consolidation opportunities and other
initiatives to enhance value.
While we believed this transaction represented an important
consolidation opportunity for the European industry, our European business remains
a leader, with one of the most extensive and technologically advanced
pan-European platforms, said Wes Lucas, President and CEO Quebecor World. Our
customers will continue to receive top quality, on-time products and services
each and every day as we are fortunate to have some of the most skilled and
dedicated people in the industry.
The Company is currently evaluating and implementing a
variety of options that should compensate for the sale proceeds that will no
longer be realized as a result of this transaction not proceeding, including
the implementation of new accounts receivable financing programs in Europe.
Moreover,
Quebecor Worlds management
and Board of Directors, together with its independent financial advisor, continue
to actively explore and evaluate financing and other alternatives to further
strengthen the Companys balance sheet and liquidity
. While
recent external market conditions have been challenging, the Companys
completed retooling and turn-around plan are
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generating improvements and have contributed to ensuring the Companys
continued positive operating cash flow.
Forward
looking statements
This
press release may include forward-looking statements that involve risks and
uncertainties. All statements other than statements of historical facts
included in this press release, including statements regarding the prospects of
the industry and prospects, plans, financial position and business strategy of
Quebecor World Inc. (the Company), may constitute forward-looking statements
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995
and Canadian securities legislation and regulations. Forward-looking statements
generally can be identified by the use of forward-looking terminology such as may,
will, expect, intend, estimate, anticipate, plan, foresee, believe
or continue or the negatives of these terms or variations of them or similar
terminology. Although the Company believes that the expectations reflected in
these forward-looking statements are reasonable, it can give no assurance that
these expectations will prove to have been correct. Forward-looking statements
do not take into account the effect that transactions or non-recurring or other
special items announced or occurring after the statements are made have on the
Companys business. For example, they do not include the effect of
dispositions, acquisitions, other business transactions, asset writedowns or
other charges announced or occurring after forward-looking statements are made.
Investors
and others are cautioned that undue reliance should not be placed on any
forward-looking statements. For more information on the risks, uncertainties
and assumptions that could cause the Companys actual results to differ from
current expectations, please refer to the Companys public filings available at
www.sedar.com, www.sec.gov and www.quebecorworld.com. In particular, further
details and descriptions of these and other factors are disclosed in the Risks
and Uncertainties related to the Companys business section of the Companys
Managements Discussion and Analysis for the year ended December 31, 2006,
and the Risk Factors section of the Companys Annual Information Form for
the year ended December 31, 2006.
The
forward-looking statements in this press release reflect the Companys
expectations as of December 13, 2007 and are subject to change after this
date. The Company expressly disclaims any obligation or intention to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise, unless required by the applicable securities laws.
About
Quebecor World
Quebecor World Inc. (TSX:IQW, NYSE:IQW) is a world leader in providing
high-value, complete marketing and advertising solutions to leading retailers,
catalogers, branded-goods companies and other businesses with marketing and
advertising activities, as well as complete, full-service print solutions for
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publishers. The Company is a market leader in most of its major product
categories, which include advertising inserts and circulars, catalogs, direct
mail products, magazines, books, directories, digital premedia, logistics, mail
list technologies and other value-added services. Quebecor World has
approximately 27,500 employees working in more than 120 printing and related
facilities in the United States, Canada, Argentina, Austria, Belgium, Brazil,
Chile, Colombia, Finland, France, India, Mexico, Peru, Spain, Sweden,
Switzerland and the United Kingdom.
Web address:
www.quebecorworld.com
- 30 -
For
further information contact:
Tony Ross
Vice President, Communications
Quebecor World Inc.
(514) 877-5317
(800) 567-7070
Roland Ribotti
Vice President, Investor Relations
and Assistant Treasurer
Quebecor World Inc.
(514) 877-5143
(800) 567-7070
8
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.
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QUEBECOR
WORLD INC.
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By:
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(S) Marie
É. Chlumecky
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Name:
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Marie-É.
Chlumecky
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Title:
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Assistant
Corporate Secretary
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Date:
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December 17, 2007
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