0000906344-12-000001.txt : 20120118 0000906344-12-000001.hdr.sgml : 20120118 20120118164646 ACCESSION NUMBER: 0000906344-12-000001 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110812 FILED AS OF DATE: 20120118 DATE AS OF CHANGE: 20120118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOHNSTON JAMES MICHAEL CENTRAL INDEX KEY: 0001327721 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33776 FILM NUMBER: 12532512 MAIL ADDRESS: STREET 1: 333 108TH AVENUE NE STREET 2: SUITE 2010 CITY: BELLEVUE STATE: WA ZIP: 98004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KLEIN BRIAN KATZ CENTRAL INDEX KEY: 0001327722 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33776 FILM NUMBER: 12532511 MAIL ADDRESS: STREET 1: 333 108TH AVENUE NE STREET 2: SUITE 2010 CITY: BELLEVUE STATE: WA ZIP: 98004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AbitibiBowater Inc. CENTRAL INDEX KEY: 0001393066 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 980526415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1155 METCALF STREET, SUITE 800 CITY: MONTREAL STATE: A8 ZIP: H3B 5H2 BUSINESS PHONE: 514-875-2160 MAIL ADDRESS: STREET 1: 1155 METCALF STREET, SUITE 800 CITY: MONTREAL STATE: A8 ZIP: H3B 5H2 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEELHEAD PARTNERS LLC CENTRAL INDEX KEY: 0001133521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33776 FILM NUMBER: 12532513 BUSINESS ADDRESS: STREET 1: 333 108TH AVENUE NE STREET 2: SUITE 2010 CITY: BELLEVUE STATE: WA ZIP: 980004 BUSINESS PHONE: 2066892450 MAIL ADDRESS: STREET 1: 333 108TH AVENUE NE STREET 2: SUITE 2010 CITY: BELLEVUE STATE: WA ZIP: 980004 3/A 1 edgar.xml PRIMARY DOCUMENT X0204 3/A 2011-08-12 2011-08-18 0 0001393066 AbitibiBowater Inc. ABH 0001133521 STEELHEAD PARTNERS LLC 333 108TH AVE. NE BELLEVUE WA 98004 0 0 0 1 See footnotes 0001327721 JOHNSTON JAMES MICHAEL 333 108TH AVE. NE BELLEVUE WA 98004 0 0 0 1 See footnotes 0001327722 KLEIN BRIAN KATZ 333 108TH AVE. NE BELLEVUE WA 98004 0 0 0 1 See footnotes Common Stock 9713979 I See footnotes The reporting persons are: (i) Steelhead Partners, LLC ("Steelhead"), a registered investment advisor within the meaning of Rule 16a-1(a)(1)(v) under the Securities Exchange Act of 1934; and (ii) each of James Michael Johnston and Brian Katz Klein, Steelhead's member-managers. 9,516,824 shares of common stock reported in Table I on this amended Form 3 and the 3,000,000 shares underlying the forward buy contract reported in Table II on the original Form 3 are beneficially held by Steelhead Navigator Master, L.P. ("Steelhead Navigator"). The balance of the shares reported on this amended Form 3 is beneficially held by certain other investment limited partnerships and client accounts, none of which, other than Steelhead Navigator, is itself the beneficial owner of more than 10% of the issuer's common stock (collectively with Steelhead Navigator, the "Funds"). Steelhead serves as the general partner and/or investment manager of the Funds. As a greater than 10% beneficial owner, Steelhead Navigator is separately reporting its holdings in the issuer's securities on a Form 3 filed concurrently herewith. Each of Steelhead, Mr. Johnston, Mr. Klein and the Funds expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein. Steelhead and the other reporting persons may be deemed to beneficially own the securities owned by the Funds insofar as they may be deemed to have the power to direct the voting or disposition of such securities. The reporting persons have elected therefore to file this Form 3 voluntarily to report the Funds' holdings on an aggregate basis, notwithstanding the reporting exemption applicable to registered investment advisors under Rule 16a-1(a)(1)(v) and to control persons under Rule 16a-1(a)(1)(vii). The filing of this Form 3 should not, however, be deemed an admission by any of the reporting persons that such person falls outside the scope of the foregoing exemptions, or that the reporting persons and/or the Funds form a group within the meaning of Rule 16a-1(a)(1). The shares of the issuer's common stock reported in Table I on this amended Form 3 were either (a) issued to the Funds pursuant to the issuer's plans of reorganization (the "Plans") in connection with its creditor protection proceedings under Chapter 11 of the U.S. Bankruptcy Code and the Companies' Creditors Arrangement Act (Canada), or (b) acquired by the Funds in the open market. The issuance of the shares under the Plans is in partial consideration of the claims arising from the Funds' ownership of certain bonds, which have been canceled pursuant to the Plans. The initial distribution of the shares of the issuer's common stock to certain creditors pursuant to the Plans, including to the Funds, occurred on December 20, 2010. As the remaining claims are being resolved pursuant to the Plans, the creditors, including the Funds, may from time to time receive additional distribution of shares of the issuer's common stock. On January 6, 2012, 2,316 additional shares were distributed to the Funds pursuant to the Plans, which is the reason for this amendment to Form 3. Exhibit 24 - Power of Attorney Steelhead Partners, LLC; By: Brent Binge, General Counsel; /s/ Brent Binge 2012-01-18 /s/ Brent Binge, Attorney-In-Fact for J. Michael Johnston 2012-01-18 /s/ Brent Binge, Attorney-In-Fact for Brian K. Klein 2012-01-18 EX-24 2 johnston.htm 
       Exhibit 24

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Brent Binge, Greg Stevenson and Grant Hulse, the undersigned's true and lawful attorneys-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as a member-manager of Steelhead Partners, LLC (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules thereunder, as well as Schedules 13D and 13G in accordance with Section 13(D) of the Exchange Act and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, os Schedules 13D or 13G, complete and execute any amendment or amendments thereto, and timely file any such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done pursuant to this power of attorney.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 and Section 16 of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5, as well as schedules 13D and 13G, with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the attorneys-in-fact.

        The undersigned has caused this Power of Attorney to be executed as of this 25th day of October, 2011.



/s/ James Michael Johnston

(Signature)

James Michael Johnston

(Printed Name)
EX-24 3 klein.htm 
       Exhibit 24

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Brent Binge, Greg Stevenson and Grant Hulse, the undersigned's true and lawful attorneys-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as a member-manager of Steelhead Partners, LLC (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules thereunder, as well as Schedules 13D and 13G in accordance with Section 13(D) of the Exchange Act and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, os Schedules 13D or 13G, complete and execute any amendment or amendments thereto, and timely file any such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done pursuant to this power of attorney.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 and Section 16 of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5, as well as schedules 13D and 13G, with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the attorneys-in-fact.

        The undersigned has caused this Power of Attorney to be executed as of this 25th day of October, 2011.



/s/ Brian Katz Klein

(Signature)

Brian Katz Klein

(Printed Name)