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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
COMMISSION FILE NO. 1-8712
BOWATER INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
62-0721803
(I.R.S. Employer
Identification No.)
55 EAST CAMPERDOWN WAY
P. O. BOX 1028
GREENVILLE, SOUTH CAROLINA 29602
(Address of principal executive offices)
(864) 271-7733
(Registrant's telephone number, including area code)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, par value $1 per share New York Stock Exchange, Inc.
Pacific Exchange, Inc.
The London Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if the disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting common equity held by
nonaffiliates of the registrant as of March 17, 2000, was $2,366,043,775.
As of March 17, 2000, there were 51,409,055 shares of the registrant's
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference into the
parts of this report indicated below:
Annual Report to Shareholders for the year ended December
31, 1999 Parts I, II and IV
Proxy Statement with respect to the Annual Meeting of
Shareholders to be held on May 10, 2000 Part III
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PART I
ITEM 1. BUSINESS
GENERAL
Bowater Incorporated is engaged in the manufacture, sale and distribution
of newsprint, uncoated groundwood specialties, coated groundwood paper, market
pulp, lumber and timber. We operate facilities in the United States, Canada and
South Korea and, as of December 31, 1999, managed or possessed cutting rights
for approximately 16.0 million acres of timberlands to support these facilities.
We market and distribute our various products in North America, South America
and overseas.
In 1999, Bowater sold approximately 2.0 million acres of timberlands in the
state of Maine, including the Pinkham Lumber Company. Calhoun Newsprint Company,
a majority-owned subsidiary of Bowater, sold approximately 140,000 acres of
timberlands in North Carolina and South Carolina. Also in 1999, we sold our
wholly owned subsidiary in Maine, Great Northern Paper, Inc. ("GNP").
Information regarding sales of real property and the sale of the subsidiary is
incorporated by reference to pages 16 and 30-31 of the Annual Report. In July
1999, we acquired the assets of Nuway Paper, LLC, a paper coating facility
located in Benton Harbor, Michigan.
Bowater was incorporated in Delaware in 1964. Our principal executive
offices are located at 55 East Camperdown Way, Greenville, South Carolina 29602,
and our telephone number at that address is (864) 271-7733.
Information regarding Bowater's segments, which includes net sales by
product line and geographic information about net sales and long-lived assets,
is incorporated by reference to pages 14, 19-20 and 42-44 of the Annual Report.
Information regarding our fixed assets is incorporated by reference to page 32
of the Annual Report. Information regarding our principal products and
distribution methods is provided below.
Information regarding Bowater's liquidity and capital resources is
incorporated by reference to pages 15-17 and 20-21 of the Annual Report.
OPERATING DIVISIONS
Bowater operates through four divisions: the Newsprint Division (formerly
the Newsprint and Directory Division), the Coated Paper Division, the Pulp
Division and the Forest Products Division. Due to the sale of GNP in 1999, we no
longer produce or market directory paper.
The Newsprint Division, headquartered in Greenville, South Carolina,
consists of the following manufacturing facilities: the Calhoun Operations and
Calhoun Newsprint Company ("CNC") (which is owned approximately 51% by Bowater
and approximately 49% by Herald Company, Inc.) located in Calhoun, Tennessee;
Bowater Mersey Paper Company Limited ("Mersey Operations") (which is owned 51%
by Bowater and 49% by The Washington Post Company) located in Liverpool, Nova
Scotia; Bowater Maritimes Inc. ("Dalhousie Operations") (which is owned 67% by
Bowater, 25% by Oji Paper Co., Ltd. and 8% by Mitsui & Co., Ltd.) located in
Dalhousie, New Brunswick; the Gatineau Operations located in Gatineau, Quebec;
the Thunder Bay Operations located in Thunder Bay, Ontario; Ponderay Newsprint
Company ("Ponderay Operations") (a partnership in which Bowater has a 40%
interest and, through its wholly owned subsidiary, is the managing partner; the
balance of the partnership is held by subsidiaries of five newspaper publishers)
located in Usk, Washington; and the Mokpo Operations, located in Mokpo, South
Korea. This division is also supported by nine North American sales offices,
which are responsible for marketing all of Bowater's North American newsprint
and some uncoated groundwood specialties. International marketing of newsprint
and some uncoated groundwood specialties is supported by offices in Singapore,
England, Brazil, South Korea and Japan.
The Coated Paper Division, headquartered in Charlotte, North Carolina,
consists of the Catawba Operations located in Catawba, South Carolina, a paper
coating facility in Benton Harbor, Michigan, and three sales offices. This
division is responsible for selling all of Bowater's coated groundwood paper and
some uncoated groundwood specialties.
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The Pulp Division, headquartered in Burlington, Ontario, consists of two
sales offices. This division is responsible for marketing all of Bowater's
market pulp, which is produced at the Thunder Bay, Catawba and Calhoun
Operations. Previously, this division included the Gold River pulp mill in
British Columbia, which was permanently closed in February 1999.
The Forest Products Division, headquartered in Calhoun, Tennessee, consists
of three manufacturing facilities: Bowater Lumber Company located in
Albertville, Alabama; Bowater Mersey Paper Company Limited Oakhill Sawmill
(which is owned 51% by Bowater and 49% by The Washington Post located in
Bridgewater, Nova Scotia; and Maniwaki Sawmill (formerly Manifor Inc.) located
in Maniwaki, Quebec. In March 1999, Bowater sold the Pinkham Lumber Company
located in Ashland, Maine. The Forest Products Division is supported by 10
business offices and is responsible for managing Bowater's timberlands and
selling timber (to third parties and to our paper mills), softwood lumber and
non-strategic timberlands.
Additional information regarding Bowater's divisions is incorporated by
reference to pages 6-9 of the Annual Report.
NEWSPRINT AND UNCOATED GROUNDWOOD SPECIALTIES
Bowater is the largest manufacturer of newsprint in the United States. Our
market share in the United States is approximately 16%. Including Bowater's
Mersey, Dalhousie and Ponderay Operations, our annual production capacity of
newsprint and uncoated groundwood specialties is approximately 2.7 million
metric tons, or approximately 12% of the North American capacity total.
Including the South Korean newsprint mill, our annual production capacity of
these products is approximately 3.0 million metric tons, or approximately 6% of
the worldwide capacity total.
The Calhoun Operations, one of the largest and most productive newsprint
mills in North America, are located on the Hiwassee River in Tennessee. This
facility operates four paper machines, which produced 515,000 metric tons of
newsprint and uncoated groundwood specialties in 1999. Also located at this
facility is CNC's paper machine, which produced 216,000 metric tons of newsprint
in 1999. Although Bowater manages and operates the entire facility, CNC also
owns 68.4% of the thermomechanical pulp ("TMP") mill and 100% of the recycled
fiber plant at the facility. Bowater owns the remaining 31.6% of the TMP mill
and all of the other assets at this location, which include a kraft pulp mill
and other support equipment necessary to produce the finished product. In 1999,
Bowater completed the expansion of the TMP mill at this location.
The Mokpo Operations, located in the Daebul Industrial Complex on the
southwest coast of South Korea, have one paper machine that produces recycled
content newsprint. This facility began production in late 1996 and is one of the
lowest-cost newsprint mills in Asia. The mill produced approximately 244,000
metric tons of recycled newsprint in 1999. The facility also includes a
recycling plant and has year-round deep-sea docking facilities.
The Dalhousie Operations, located in the Canadian Province of New
Brunswick, have two newsprint machines. These machines were rebuilt in 1982 and
produced 205,000 metric tons of newsprint in 1999. A modernization program was
completed in 1996 with the construction of a secondary effluent treatment plant
and a TMP mill. These operations also have year-round deep-sea docking
facilities that can accommodate large ocean freighters, providing economical
access to ports along the eastern seaboard of the United States and throughout
the world.
The Gatineau Operations, located on the north bank of the Ottawa River in
the Canadian Province of Quebec, consist of three paper machines, which produced
413,000 metric tons of high-quality recycled-content newsprint in 1999. This
facility also includes a recycling plant with an annual capacity of 220,000
metric tons of deinked pulp, a refuse boiler, a TMP mill and a secondary
effluent treatment facility.
The Mersey Operations, located in the Canadian Province of Nova Scotia on
an ice-free port providing economical access to ports along the eastern seaboard
of the United States and throughout the world, have two paper machines. Built in
1929, they were rebuilt between 1983 and 1985 and produced
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218,000 metric tons of newsprint in 1999. This facility also operates a TMP
mill, a wastewater treatment facility and other support equipment required to
produce the finished product.
The Ponderay Operations, located on the Pend Oreille River in the State of
Washington, consist of one newsprint machine, which began production in 1989 and
produced 248,000 metric tons of recycled-content newsprint in 1999. This
facility also operates a TMP mill, a recycling plant, a wastewater treatment
facility and other support equipment required to produce the finished product.
The Thunder Bay Operations, located beside the Kaministiquia River in the
Canadian Province of Ontario, include three newsprint machines and two kraft
pulp mills. This facility produced 529,000 metric tons of newsprint in 1999.
This facility also includes a TMP mill with an annual capacity of 316,000 metric
tons and a recycling plant with an annual capacity of 147,000 metric tons of
deinked pulp. A chip handling system and secondary effluent treatment plant were
installed in 1995.
Newsprint and uncoated groundwood specialties are also produced at
Bowater's Catawba Operations, located on the Catawba River in South Carolina.
The newsprint machine at this site produced 224,000 metric tons in 1999.
The Newsprint Division has 49% of its newsprint and uncoated groundwood
specialties capacity located in Canada and a significant newsprint facility
located in South Korea. Bowater's international operations are subject to risks
of doing business abroad such as currency fluctuations, changes in international
trade regimes such as GATT or NAFTA, dependence on local markets for supply,
export duties, quotas, restrictions on the transfer of funds and foreign
ownership of property, and political and economic instability. To date, our
results of operations have not been materially affected by any of these risks,
but we cannot predict the likelihood of any of these risks having a material
effect on our results of operations in the future.
North American newsprint and uncoated groundwood specialty paper are sold
directly by Bowater through its regional sales offices located near major
metropolitan areas. Sales to Southeast Asia and Pacific Rim countries are made
through Bowater Asia Pte Ltd; sales to Europe and the Middle East are made
through Bowater Europe Limited; sales to South America are supported by Bowater
S. America Ltda.; and sales to Japan and South Korea are supported by Bowater
Japan Limited and Bowater-Halla Paper Co., Ltd., respectively. We distribute
newsprint and uncoated groundwood specialties by rail, truck, ship and barge.
In 1999, Bowater sold newsprint to various related parties. During 1999,
CNC's minority shareholder and its affiliates purchased in excess of CNC's
annual output. In addition, Bowater's other joint venture partners purchased an
aggregate of approximately 484,000 metric tons during 1999. No single customer,
related or otherwise, accounted for 10% or more of Bowater's 1999 consolidated
net sales.
COATED GROUNDWOOD PAPER
Bowater is one of the largest producers of coated groundwood paper in the
United States and North America, with an annual capacity of 416,000 short tons,
or approximately 9% and 7.4% of the United States and North American capacity,
respectively. Our coated groundwood paper is primarily light weight coated paper
and is used in magazines, catalogs, advertising pieces, textbooks, direct mail
pieces and coupons.
Bowater manufactures a variety of coated paper grades on two paper machines
at the Catawba Operations. Both machines utilize off-machine blade coaters and,
in 1999, produced 352,000 short tons of coated groundwood paper. The Catawba
Operations also include a kraft pulp mill, a TMP mill and other support
equipment required to produce the finished product.
Bowater also operates a coating facility in Benton Harbor, Michigan. This
site is a start-up operation with a single line coater that converted 7,000
short tons of newsprint and other papers into coated paper during 1999.
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Coated groundwood paper is sold domestically by Bowater through its
regional sales offices and through paper brokers to major printers, publishers
and catalogers. It is distributed by truck and rail. Export markets are serviced
primarily through international agents.
MARKET PULP
The Pulp Division markets the output from Bowater's pulp mills. In addition
to furnishing substantially all of our internal pulp requirements, these pulp
mills produce softwood and hardwood market pulp. We are the sixth largest
producer of paper grade market pulp in North America and have a North American
market share of approximately 10%. Market pulp is used by manufacturers of fine
paper, tissues and other paper products.
In 1999, the Catawba Operations produced 244,000 metric tons of softwood
market pulp; the Calhoun Operations produced 133,000 metric tons of hardwood
market pulp; and the Thunder Bay Operations produced 216,000 metric tons of
hardwood market pulp and 282,000 metric tons of softwood market pulp.
North American sales are made directly by Bowater, while export sales are
made through international sales agents local to their markets. We distribute
market pulp primarily by truck, rail and ship.
FOREST PRODUCTS
In addition to market pulp and paper, Bowater sells pulpwood, sawtimber,
lumber and wood chips to a variety of customers located in the eastern United
States and Canada. We also sell non-strategic timberland tracts and provide our
manufacturing facilities with a portion of the wood needed for pulp, paper and
lumber production.
At December 31, 1999, we owned, leased or possessed cutting rights on
approximately 16.0 million acres of timberlands throughout the United States and
Canada. Approximately 800,000 of these timberlands are located in the
southeastern United States, 8.4 million acres in Ontario, 4.9 million acres in
Quebec, 1.3 million acres in New Brunswick and 600,000 acres in Nova Scotia.
Although the primary focus is on scientific timber management, considerable
attention is given to maintaining or enhancing other uses of the forests.
Bowater, independently or in cooperation with other stakeholders, restricts
timber harvesting on about 10% of its timberlands.
Our timberland base supplies a portion of the needs of our paper mills and
sawmills, as well as many independently owned forest products businesses. We
maintain two nurseries and contract with numerous other nurseries in order to
replace trees harvested from our timberlands and from the timberlands of small
private landowners. We also use harvest practices designed to promote natural
regeneration.
In 1999, we consumed approximately 12.0 million tons of wood for pulp,
paper and lumber production. Of this amount, 2.5 million tons of wood were
harvested from owned or leased properties, 2.8 million tons were generated from
cutting rights on land owned by the Canadian government, and 6.7 million tons
were purchased, primarily under contract, from local wood producers, private
landowners and sawmills (in the form of residual chips) at market prices. In
addition, we harvested 3.0 million tons of wood from owned or leased properties
to sell to other sawmills and paper companies.
Bowater operates three sawmills that produce construction grade lumber.
Bowater Lumber Company produced 94.0 million board feet of lumber in 1999. It
sells its lumber in the southeastern and mid-western United States. The Bowater
Mersey Paper Company Limited Oakhill Sawmill, which produced 51.9 million board
feet of lumber in 1999, sells to customers in eastern Canada and the
northeastern United States. The Maniwaki sawmill (formerly the Manifor Inc.
sawmill), which produced 74.0 million board feet of lumber in 1999, sells mainly
to customers in eastern Canada. We distribute lumber by truck and rail.
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RECYCLING CAPABILITY
Bowater has focused its efforts in recent years on meeting the demand for
recycled-content paper products, providing an environmental benefit in reducing
solid waste landfill deposits. In addition, this effort allows publishers and
other customers to meet recycled-content standards.
Bowater operates recycling plants at its Calhoun, Mokpo, Gatineau, Ponderay
and Thunder Bay Operations. Taking a mixture of old newspapers and old magazines
("recovered paper"), these plants utilize advanced mechanical and chemical
processes to manufacture high quality pulp. The recycled fiber pulp is combined
with virgin fiber pulp. The resulting products, which include recycled-content
newsprint and uncoated groundwood specialties, are comparable in quality to
paper produced with 100% virgin fiber pulp. In 1999, we processed 1.1 million
short tons of recovered paper.
Bowater purchases recovered paper from suppliers in the regions of its
recycling plants. These suppliers collect, sort and bale the material before
selling it to us, primarily under long-term contracts, with prices and
quantities fluctuating according to market conditions. We are one of the largest
purchasers of recovered paper in North America.
COMPETITION
In general, Bowater's products are globally-traded commodities, and the
markets in which we compete are highly competitive. Our operating results
reflect the general cyclical pattern of the pulp and paper industry. Pricing and
the level of shipments of our products are influenced by the balance between
supply and demand as affected by global economic conditions, changes in
consumption and capacity, the level of customer and producer inventories, and
fluctuations in currency exchange rates. Any material decline in prices for our
products or other adverse developments in the market for our products could have
a material adverse effect on our financial results, financial condition and cash
flow.
Newsprint, one of Bowater's principal products, is produced by numerous
worldwide manufacturers. Aside from quality specifications to meet customer
needs, the production of newsprint does not depend upon a proprietary process or
formula. We compete with approximately 20 major worldwide producers of
newsprint. In addition, we face actual and potential competition from numerous
smaller producers located around the world. Price, quality, service (close
customer relationships), and the ability to produce paper with recycled content
are important competitive determinants.
Bowater competes with approximately five market pulp companies of similar
size in North America. Like newsprint, market pulp is one of our principal
products and is a globally-traded commodity in which competition exists in all
major markets. Market pulp prices historically have been volatile. Aside from
quality specifications to meet customer needs, the production of market pulp
does not depend on a proprietary process or formula. We produce four out of the
six major grades of market pulp (northern and southern hardwood and softwood
pulp) and compete with other producers from South America (eucalyptus hardwood
pulp and radiata pine softwood pulp), Europe (northern softwood and hardwood
pulp), and Asia (mixed tropical hardwood pulp). Price, quality and service are
considered the main competitive determinants.
Bowater competes with approximately 14 coated groundwood producers located
in North America. In addition, approximately six major offshore suppliers of
coated groundwood paper sell into the North American market. As a major supplier
to printers in North America, we also compete with numerous worldwide suppliers
of other grades of paper such as coated freesheet, supercalendered and uncoated
groundwood papers. Price, quality and service are important competitive
determinants, but a degree of proprietary knowledge is required in both the
manufacture and use of this product, which requires close customer-supplier
relationships.
Bowater produces uncoated groundwood specialties and lumber, but is not a
major producer of these products.
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As with other globally manufactured and sold commodities, the competitive
position of Bowater's products is significantly affected by the volatility of
currency exchange rates. See "Quantitative and Qualitative Disclosures About
Market Risk" on pages 11-12 of this Form 10-K. We have significant operations in
the United States, Canada and South Korea, with several of our primary
competitors located in Canada, Sweden and Finland. Accordingly, the relative
rates of exchange between those countries' currencies and the United States
dollar can have a substantial effect on our ability to compete. In addition, the
degree to which we compete with foreign producers depends in part on the level
of demand abroad. Shipping costs generally cause producers to prefer to sell in
local markets when the demand is sufficient in those markets.
Trends in electronic data transmission and storage and the Internet could
adversely affect traditional print media, including products of our customers;
however, neither the timing nor the extent of those trends can be predicted with
certainty. Industry reports indicate that our newspaper publishing customers in
North America have experienced some loss of market share to other forms of media
and advertising, such as direct mailings and newspaper inserts (both of which
are end uses for several of our products), television and the Internet. Our
magazine and catalog publishing customers are also aware of the potential
effects from competing electronic media. They have, in the near term, benefited
from an increase in magazine and catalog publications whose content is driven by
electronic media, especially computer hardware and software.
Part of Bowater's competitive strategy is to be a lower-cost producer of
its products while maintaining strict quality standards and responding to
environmental concerns. Currently, some of our competitors are lower-cost
producers of some of the products that we manufacture, including newsprint. Our
five recycling facilities have enhanced our competitive position by enabling us
to respond to customer demand for recycled-content newsprint and uncoated
groundwood specialties.
RAW MATERIALS AND ENERGY
The manufacture of pulp and paper requires significant amounts of wood and
energy. The wood Bowater needs for pulp, paper and lumber production is obtained
from property we own or lease or on which we possess cutting rights and
purchased from local producers. We also use recovered paper as raw material when
producing recycled-content paper grades. See "Forest Products" and "Recycling
Capability" on pages 4-5 of this Form 10-K for information regarding our
procurement and use of raw materials.
Steam and electrical power are the primary forms of energy used in pulp and
paper production. Process steam is produced in boilers using a variety of fuel
sources. All of Bowater's mills produce all of their steam requirements with the
exception of the Mersey Operations, which purchase all of their steam from a
third-party supplier. The Gatineau, Mersey and Mokpo Operations purchase all of
their electrical power requirements. The Thunder Bay, Calhoun and Catawba
Operations produce approximately one-fourth of their electrical requirements and
the balance is purchased.
EMPLOYEES
As of December 31, 1999, Bowater employed 6,400 people, of whom 4,300 were
represented by bargaining units. The labor contract at the Catawba Operations,
which covers all of the plant's hourly employees, expires in April 2003. The
labor contract with most of the plant's hourly employees at the Calhoun
Operations expires in July 2002. The labor contracts covering most of the
unionized employees at the Dalhousie, Gatineau, and Thunder Bay Operations and
all of the unionized employees at the Mersey Operations were successfully
renegotiated without any work interruptions in 1999. The new contracts expire in
2004. All plant facilities are situated in areas where adequate labor pools
exist. Relations with employees are considered good.
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TRADEMARKS AND LICENSES
Bowater owns the trademarked "Bowater" logo exclusively throughout the
world. In 1997, we obtained from the former Bowater plc, now Rexam plc,
ownership of the name "Bowater" in connection with the sale of all of our
products exclusively throughout the world, with a limited exception for a few
non-conflicting uses by Rexam plc. We consider our interest in the logo and name
to be valuable and necessary to the conduct of our business.
ENVIRONMENTAL MATTERS
Information regarding environmental matters is incorporated by reference to
pages 10 and 16-17 of the Annual Report.
Bowater believes that its United States, Canadian and South Korean
operations are in substantial compliance with all applicable federal, state,
provincial and local environmental regulations and that all currently-required
control equipment is in operation. While it is impossible to predict future
environmental regulations that may be established, we believe that we will not
be at a competitive disadvantage with regard to meeting future United States,
Canadian or South Korean standards.
Bowater has taken positive action to address concerns about municipal solid
waste by constructing a recycled fiber plant at its Calhoun Operations. Through
acquisitions in 1998, we have four additional recycling plants located at the
Mokpo, Gatineau, Ponderay, and Thunder Bay Operations. See "Recycling
Capability" on page 5 of this Form 10-K.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Statements that are not reported financial results or other historical
information are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. This Form 10-K, each of Bowater's
annual reports to shareholders, Forms 10-K, 10-Q and 8-K, proxy statements,
prospectuses and any other written or oral statement made by or on behalf of
Bowater after the filing of this Form 10-K may include forward-looking
statements including, for example, statements about our business outlook,
assessment of market conditions, strategies, future plans, future sales, prices
for our major products, inventory levels, capital spending and tax rates. These
forward-looking statements are not guarantees of future performance. They are
based on management's expectations that involve a number of business risks and
uncertainties, any of which could cause actual results to differ materially from
those expressed in or implied by the forward-looking statements. In addition to
specific factors that may be described in connection with any particular
forward-looking statement, factors that could cause actual results to differ
materially include (but are not limited to):
- INDUSTRY CYCLICALITY. Industry cyclicality resulting from increases or
decreases in production capacity, increases or decreases in operating
rates and changes in customer consumption patterns will affect changes in
product prices, which will impact our profitability and cash flow.
- COST OF RAW MATERIALS AND ENERGY SUPPLY. The prices we pay for energy,
chemicals, wood fiber, recycled paper and other raw materials are
volatile and may change rapidly, directly affecting our profitability.
- CHANGES IN THE ECONOMIES OF THE UNITED STATES AND OTHER COUNTRIES IN
WHICH OUR PRODUCTS ARE SOLD. We sell our products in North, Central and
South America, Asia and Europe. The economic climate of each region has a
significant impact on the demand for our products. Changes in regional
economies can result in changes in prices and sales volume, thereby
directly affecting our profitability.
- COMPETITIVE ACTIONS BY OTHER FOREST PRODUCTS COMPANIES. The markets for
our products are all highly competitive. Actions by competitors can
directly impact our ability to sell our products and can impact the
prices at which our products are sold.
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- CHANGES IN LAWS OR REGULATIONS INCLUDING THOSE ON ENVIRONMENTAL
COMPLIANCE. Each of our operations is subject to a variety of national
and local laws and regulations, many of which deal with the environment.
Changes in these laws or regulations have in the past, and could in the
future, result in substantial expenditures for compliance.
- CHANGES IN ECONOMIC FACTORS INCLUDING INTEREST RATES AND CURRENCY
EXCHANGE RATES. We are exposed to changes in interest rates on some of
our existing debt and all new debt issues. Changes in interest rates can
increase or decrease the cost of our financing. Also, we sell a portion
of our products in currencies other than the United States dollar and
have manufacturing costs denominated in Canadian dollars and Korean won.
Therefore, changes in currency exchange rates can impact our revenues and
costs.
ITEM 2. PROPERTIES
Information regarding Bowater's properties is incorporated by reference to
the material included in Item 1, "Business" of this Form 10-K, and on page 50
and the back cover page of the Annual Report.
In addition to the properties that we own, we also lease under long-term
leases certain timberlands, office premises, and office and transportation
equipment and have cutting rights with respect to certain timberlands.
Information regarding timberland leases, operating leases and cutting rights is
incorporated by reference to page 42 of the Annual Report.
ITEM 3. LEGAL PROCEEDINGS
Bowater is involved in various legal proceedings relating to contracts,
commercial disputes, taxes, environmental issues, employment and workers'
compensation claims and other matters. We believe that the ultimate disposition
of these matters will not have a material adverse effect on our operations or
our financial condition taken as a whole.
The Antitrust Division of the United States Department of Justice has
informed Bowater that it is conducting a review of possible anti-competitive
practices in the North American newsprint industry. Bowater is aware that the
Division has served grand jury subpoenas on employees of various newsprint
manufacturers. Bowater understands that certain former employees of Avenor Inc.,
which was acquired by Bowater in 1998, have appeared or will appear before the
grand jury. Bowater is not aware of the identity of any targets or subjects of
the review, or whether Bowater will itself be a subject of the review.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 1999.
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EXECUTIVE OFFICERS OF THE REGISTRANT AS OF MARCH 17, 2000
Bowater's executive officers, who are elected by the Board of Directors to
serve one-year terms, are listed below. There are no family relationships among
officers and no arrangements or understandings between any officer and any other
person pursuant to which the officer was selected.
SERVED AS
NAME AGE POSITION OFFICER SINCE
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Arnold M. Nemirow.................... 56 Chairman, President and Chief Executive 1994
Officer
Arthur D. Fuller..................... 55 Executive Vice President and President -- 1995
Newsprint Division
E. Patrick Duffy..................... 58 Senior Vice President and President -- Coated 1995
Paper Division
Richard K. Hamilton.................. 51 Vice President and President -- Forest 1997
Products Division
David J. Steuart..................... 53 Vice President and President -- Pulp Division 1998
Anthony H. Barash.................... 56 Senior Vice President -- Corporate Affairs and 1996
General Counsel
James H. Dorton...................... 43 Vice President -- Corporate Development and 1996
Strategy
Jerry R. Gilmore..................... 51 Vice President -- United States and Korean 1999
Newsprint Operations
William G. Harvey.................... 42 Vice President and Treasurer 1998
Steven G. Lanzl...................... 51 Vice President -- Information Technology 1996
David G. Maffucci.................... 49 Senior Vice President and Chief Financial 1992
Officer
Robert A. Moran...................... 55 Vice President -- Manufacturing Services 1992
R. Donald Newman..................... 53 Vice President -- Canadian Newsprint 1999
Operations
Michael F. Nocito.................... 44 Vice President and Controller 1993
Wendy C. Shiba....................... 49 Vice President, Secretary and Assistant 1993
General Counsel
James T. Wright...................... 53 Vice President -- Human Resources 1999
Arnold M. Nemirow became Chairman in 1996, and Chief Executive Officer in
1995. He has been President and a director of Bowater since September 1994 and
was Chief Operating Officer from September 1994 through February 1995.
Previously, he was President, Chief Executive Officer and a director of Wausau
Paper Mills Company, a pulp and paper company, from 1990 through 1994, Chairman,
President, Chief Executive Officer and a director of Nekoosa Papers, Inc., the
business papers division of Great Northern Nekoosa Corporation, from 1988 to
1990 and Vice President of Great Northern Nekoosa Corporation from 1984 to 1990.
Arthur D. Fuller became Executive Vice President and President -- Newsprint
Division (formerly the Newsprint and Directory Division) in 1997. From 1995 to
1997, he was Senior Vice President and President -- Newsprint Division. He was
Vice President Finance, Planning & Administration of MacMillan Bloedel Packaging
Inc., the containerboard and packaging business of MacMillan Bloedel Ltd., from
1994 to 1995. From 1991 to 1993, he was a partner of Nukraft, which sought to
develop a recycled linerboard mill, and from 1987 to 1990, he was Vice President
and General Manager of Great Southern Paper Company, the containerboard division
of Great Northern Nekoosa Corporation. Earlier, he held various management
positions with Great Southern Paper Company.
E. Patrick Duffy became Senior Vice President and President -- Coated Paper
Division in 1995. He was President of the Telecommunications Business Unit of
R.R. Donnelly and Sons, a printing company, from 1993 to 1995, where he was
responsible for the sale and manufacture of printed products, and President of
its Catalog Group from 1990 to 1992. Previously, he was a Senior Vice President
of R.R. Donnelly and Sons.
9
11
Richard K. Hamilton became Vice President and President -- Forest Products
Division in 1997. He was Vice President Wood Products -- Newsprint Division from
1995 to 1997. From 1993 to 1995, he was Group Manager -- Forest Resources
Division of Georgia-Pacific Corporation, a forest products company, where he was
responsible for a woodlands organization management of about 340,000 acres of
timberland and the procurement, production and sale of pulpwood, logs and wood
chips. Previously, he held various woodlands positions with Great Southern Paper
Company and Scott Paper Company.
David J. Steuart became Vice President of Bowater in January 1999. He has
been President of the Pulp Division since July 1998. He was President, Pulp
Group of Avenor Inc., a pulp and paper company, from 1994 until its acquisition
by Bowater in July 1998. In this position, he had profit/loss responsibility for
the Pulp Group and performed related manufacturing and marketing functions.
Anthony H. Barash became Senior Vice President -- Corporate Affairs and
General Counsel in 1996. From 1993 through 1996, he was a partner of the law
firm Seyfarth, Shaw, Fairweather & Geraldson, where he was a member of the
firm's Business Law and Real Estate Group. From 1980 to 1993, he was a senior
partner of the law firm Barash & Hill, where he also concentrated in business
and real estate law.
James H. Dorton became Vice President -- Corporate Development and Strategy
in 1998. He served as Vice President and Treasurer from 1996 to 1998. From 1990
through 1996, he was Treasurer of Intergraph Corporation, a manufacturer and
designer of computers and software for engineering applications, where he was
responsible for treasury management, corporate finance and shareholder
relations. He was Assistant Treasurer of Intergraph Corporation from 1986 to
1990.
Jerry R. Gilmore became Vice President of Bowater in January 1999. He has
been Vice President -- United States and Korean Operations of the Newsprint
Division (formerly the Newsprint and Directory Division) since October 1998.
Previously, he held other positions in the Newsprint and Directory Division, as
Vice President -- Administration and Planning from 1995 to April 1998 and as
Vice President with responsibility for the integration of recent acquisitions
from April to October 1998. Prior to joining Bowater in 1994, he held financial
and management positions with Georgia-Pacific Corporation and Great Northern
Nekoosa Corporation, both forest products companies.
William G. Harvey became Vice President and Treasurer in 1998. Previously,
he was employed by Avenor Inc., a pulp and paper company, as Vice President and
Treasurer from 1995 to 1998, Director of Finance from 1994 to 1995 and Manager
of Finance during 1994. These were positions of increasing responsibility
performing cash management, corporate finance, investor relations and various
other treasury functions.
Steven G. Lanzl became Vice President -- Information Technology in 1996.
From 1992 to 1996, he was with E.I. du Pont de Nemours and Company, a
diversified chemical and petroleum products company, where he was responsible
for planning information system initiatives. Earlier, he was with DuPont Asia
Pacific, Ltd. in Japan as Manager of Information Systems Planning.
David G. Maffucci became Senior Vice President and Chief Financial Officer
in 1995. He had served as Vice President and Treasurer since 1993 and Treasurer
from 1992 to 1993, and relinquished the title of Treasurer in 1996. From 1977 to
1992, he held various positions of increasing responsibility in Bowater's
Finance Department.
Robert A. Moran became Vice President -- Manufacturing Services in 1996 and
was Vice President -- Pulp and Paper Manufacturing Services from 1992 to 1996.
He was Vice President -- Manufacturing Services for the Pulp and Paper Group
from 1991 and Director of Planning and Development for the Pulp and Paper Group
from 1988 to 1991. He also served as Assistant General Manager of the Catawba
Operations during 1988.
R. Donald Newman became Vice President of Bowater in January 1999. He has
been Vice President -- Canadian Newsprint Operations of the Newsprint Division
(formerly the Newsprint and Directory Division) since July 1998. Previously, he
held other positions in the Newsprint and Directory
10
12
Division, as Vice President -- Operations and Resident Manager of the Calhoun
Operations from 1995 to 1998, and as Vice President and Operations Manager of
the Calhoun Operations from 1994 to 1995.
Michael F. Nocito became Vice President and Controller in 1993. He was
Controller of the Calhoun Operations from 1992 to 1993 and Assistant Controller
of the Calhoun Operations from 1988 to 1992. From 1978 to 1988, he held various
positions of increasing responsibility in Bowater's Finance Department.
Wendy C. Shiba became Vice President in 1997 and has been Secretary and
Assistant General Counsel since 1993. From 1992 to 1993, she was Corporate Chair
of the City of Philadelphia Law Department where she managed the Corporate
Group. She was Associate Professor of Law from 1990 to 1993 and Assistant
Professor of Law from 1985 to 1990 at Temple University School of Law. Earlier,
she practiced corporate law in the private sector.
James T. Wright became Vice President -- Human Resources in March 1999. He
was Vice President -- Human Resources for Georgia-Pacific Corporation from 1993
to 1999. Prior to 1993, he held human resource and labor relations positions
with Georgia-Pacific Corporation and Weyerhaeuser Company, both forest products
companies.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS
MATTERS
(a) Bowater's common stock, $1 par value ("Common Stock"), is listed on the
New York Stock Exchange, Inc. (stock symbol BOW), the Pacific Exchange, Inc.,
and the London Stock Exchange. Price information with respect to Bowater's
Common Stock on the inside back cover of the Annual Report is incorporated by
reference.
(b) As of March 17, 2000, there were 4,580 holders of record of Bowater's
Common Stock.
(c) Bowater has paid consecutive quarterly dividends of $.20 per share of
Common Stock during 1999 and 1998. Future declarations of dividends on our
Common Stock are discretionary with the Board of Directors, and the declaration
of any dividends will depend upon, among other things, our earnings, capital
requirements and financial condition. In addition, our ability to pay dividends
on our Common Stock depends on our maintaining adequate net worth and compliance
with the required ratio of total debt to total capital as defined in and
required by our current credit agreement. This agreement requires us to maintain
a minimum consolidated net worth (generally defined in the agreement as common
shareholders' equity plus any outstanding preferred stock) of $1.6 billion as of
December 31, 1999. In addition, the agreement imposes a maximum 60% ratio of
total debt to total capital (defined in the agreement as total debt plus net
worth). At December 31, 1999, our consolidated net worth was $1.8 billion and
our ratio of total debt to total capital was 46%.
ITEM 6. SELECTED FINANCIAL DATA
Information regarding Bowater's financial position and operating record is
incorporated by reference to pages 48-49 of the Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Information regarding Bowater's business and financial results is
incorporated by reference to pages 11-21 of the Annual Report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a result of Bowater's 1998 acquisition of Avenor, approximately 46% of
our pulp and paper production capacity is in Canada, with costs primarily
denominated in Canadian dollars. As a result, our earnings are affected by
increases or decreases in the value of the Canadian dollar. Increases in the
value of the Canadian dollar versus the United States dollar will tend to reduce
reported earnings, and decreases
11
13
in the value of the Canadian dollar will tend to increase reported earnings.
Using Canadian dollar range forward contracts, Bowater has hedged against the
risk of a rising Canadian dollar. At December 31, 1999, we had $640.8 million of
Canadian dollar contracts outstanding. Information regarding the carrying value
and fair market value of the contracts is incorporated by reference to Note 13
on pages 35-36 of the Annual Report.
Also in 1998, Bowater purchased a South Korean newsprint mill, subjecting
it to fluctuations in the Korean won/United States dollar exchange rate since
certain expenses and some purchases by the mill are denominated in won. However,
many of the cash flows for purchases and sales are in United States dollars,
thereby mitigating much of the currency risk.
Bowater purchases significant amounts of old newsprint ("ONP") and old
magazines ("OMG") to supply its facilities that use recycled paper. ONP and OMG
are market-priced commodities and, as such, are subject to fluctuations in
market prices. Increases in the prices of these commodities will reduce our
reported earnings and decreases will tend to increase our reported earnings.
Bowater's debt is primarily fixed rate debt. We do not have significant
exposure to interest rate risk.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by Item 8 is incorporated by reference to pages
22-47 of the Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding Bowater's directors is incorporated by reference to
the material under the heading "Election of Directors -- Information on Nominees
and Directors" in our Proxy Statement with respect to the Annual Meeting of
Shareholders scheduled to be held May 10, 2000, filed under Regulation 14A under
the Securities Exchange Act of 1934, as amended.
Information regarding Bowater's executive officers is provided under the
caption "Executive Officers of the Registrant as of March 17, 2000" on pages
9-11 of this Form 10-K.
Information regarding Section 16(a) beneficial ownership reporting
compliance is incorporated by reference to the material under the heading
"Executive Compensation -- Section 16(a) Beneficial Ownership Reporting
Compliance" in the Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive compensation is incorporated by reference
to the material under the headings "Election of Directors -- Information on
Nominees and Directors -- Director Compensation", "Human Resources and
Compensation Committee Report on Executive Compensation", "Total Shareholder
Return" and "Executive Compensation" in the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning (1) any person or group known to Bowater to be the
beneficial owner of more than 5% of its voting stock, and (2) ownership of its
equity securities by management is incorporated by reference to the material
under the heading "Certain Information Concerning Stock Ownership" in the Proxy
Statement.
12
14
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions is
incorporated by reference to the material under the heading "Related Party
Transactions" in the Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following are filed as a part of this Report on Form 10-K:
(1) The following are included at the indicated page in the Annual
Report and are incorporated by reference:
PAGE(S)
-------
Consolidated Statement of Operations for Each of the Years
in the Three-Year Period Ended December 31, 1999.......... 22
Consolidated Balance Sheet at December 31, 1999 and 1998.... 23
Consolidated Statement of Capital Accounts for Each of the
Years in the Three-Year Period Ended December 31, 1999.... 24-25
Consolidated Statement of Cash Flows for Each of the Years
in the Three-Year Period Ended December 31, 1999.......... 26
Notes to Consolidated Financial Statements.................. 27-45
Management's Statement of Responsibility and Independent
Auditors' Report.......................................... 46-47
(2) The following financial statement schedule for the year ended
December 31, 1999 is submitted:
Schedule II -- Valuation and Qualifying Accounts............ F-1
Independent Auditors' Report on Schedule II................. F-2
All other financial statement schedules are omitted because they are not
applicable or because the required information is included in the financial
statements or notes.
(3) Exhibits (numbered in accordance with Item 601 of Regulation S-K):
EXHIBIT
NO. DESCRIPTION
- --------- -----------
2.1 Stock Purchase Agreement, dated as of May 18, 1999, by and
between Inexcon Maine, Inc. and Bowater Incorporated
(incorporated by reference to Exhibit 2.1 to Bowater
Incorporated's Current Report on Form 8-K filed on September
1, 1999, File No. 1-8712 (the "September 1999 8-K")).
2.1.1 Amendment No. 1, dated August 17, 1999, to the Stock
Purchase Agreement, dated May 18, 1999, between Inexcon
Maine, Inc. and Bowater Incorporated (incorporated by
reference to Exhibit 2.1.1 to the September 1999 8-K).
3.1 Restated Certificate of Incorporation of Bowater
Incorporated, as amended (incorporated by reference to
Exhibit 4.2 to Bowater Incorporated's Registration Statement
No. 33-51569).
3.2 Certificate of Designations of the 7% PRIDES, Series B
Convertible Preferred Stock of Bowater Incorporated
(incorporated by reference to Exhibit 4.1 to Bowater
Incorporated's Current Report on Form 8-K dated February 1,
1994, File No. 1-8712 (the "February 1994 8-K")).
3.3 Certificate of Designations of the 8.40% Series C Cumulative
Preferred Stock of Bowater Incorporated (incorporated by
reference to Exhibit 4.2 to the February 1994 8-K).
3.4 Certificate of Designation of the special voting stock of
Bowater Incorporated (incorporated by reference to Exhibit
4.11 to Amendment No. 1 to Bowater Incorporated's
Registration Statement No. 333-57839 (the "Amendment No. 1
to the Registration Statement")).
13
15
EXHIBIT
NO. DESCRIPTION
- --------- -----------
3.5 Bylaws of Bowater Incorporated amended and restated as of
May 20, 1998 (incorporated by reference to Exhibit 4.12 to
Amendment No. 1 to the Registration Statement).
4.1 Agreement pursuant to S-K Item 601(b)(4)(iii)(A) to provide
the Commission upon request copies of certain other
instruments with respect to long-term debt not being
registered where the amount of securities authorized under
each such instrument does not exceed 10% of the total assets
of the registrant and its subsidiaries on a consolidated
basis (incorporated by reference to Exhibit 4.3 to Bowater
Incorporated's Registration Statement No. 2-93455).
4.2 See Exhibits 3.1, 3.4 and 3.5.
+10.1 Employment Agreement, dated as of July 20, 1994, by and
between Bowater Incorporated and Arnold M. Nemirow
(incorporated by reference to Exhibit 10.3 to Bowater
Incorporated's Annual Report on Form 10-K for the period
ending December 31, 1994, File No. 1-8712 (the "1994
10-K")).
+10.2 Employment Agreement, dated as of October 21, 1996, by and
between Bowater Incorporated and Steven G. Lanzl
(incorporated by reference to Exhibit 10.2 to Bowater
Incorporated's Annual Report on Form 10-K for the period
ending December 31, 1996, File No. 1-8712 (the "1996
10-K")).
+10.3 Employment Agreement, dated as of April 1, 1995, by and
between Bowater Incorporated and E. Patrick Duffy
(incorporated by reference to Exhibit 10.4 to Bowater
Incorporated's Quarterly Report on Form 10-Q for the period
ending March 31, 1995, File No. 1-8712).
+10.4 Form of Employment Agreement by and between Bowater
Incorporated and each of Robert A. Moran and Michael F.
Nocito (incorporated by reference to Exhibit 10.4 to Bowater
Incorporated's Annual Report on Form 10-K for the period
ending December 31, 1993, File No. 1-8712).
+10.5 Form of Change in Control Agreement, by and between Bowater
Incorporated and each of Edward Patrick Duffy, David G.
Maffucci, Robert A. Moran, Arnold M. Nemirow, and Michael F.
Nocito (incorporated by reference to Exhibit 10.5 to Bowater
Incorporated's Annual Report on Form 10-K for the period
ending December 31, 1995, File No. 1-8712 (the "1995
10-K")).
+10.5.1 Form of First Amendment to Change in Control Agreement,
dated as of February 26, 1999, by and between Bowater
Incorporated and each of E. Patrick Duffy, David G.
Maffucci, Robert A. Moran, Arnold M. Nemirow and Michael F.
Nocito (incorporated by reference to Exhibit 10.3 to Bowater
Incorporated's Quarterly Report on Form 10-Q for the period
ending June 30, 1999, File No. 1-8712 (the "June 1999
10-Q")).
+10.6 Form of Change in Control Agreement by and between Bowater
Incorporated and each of Anthony H. Barash and Steven G.
Lanzl (incorporated by reference to Exhibit 10.6 to the 1996
10-K).
+10.6.1 Form of First Amendment to Change in Control Agreement,
dated as of February 26, 1999, by and between Bowater
Incorporated and each of Anthony H. Barash and Steven G.
Lanzl (incorporated by reference to Exhibit 10.4 of the June
1999 10-Q).
+10.7 Employment Agreement, dated as of May 21, 1997, by and
between Bowater Incorporated and Wendy C. Shiba
(incorporated by reference to Exhibit 10.1 to Bowater
Incorporated's Quarterly Report on Form 10-Q for the period
ending June 30, 1997, File No. 1-8712 (the "June 1997
10-Q")).
+10.8 Change in Control Agreement, dated as of May 21, 1997, by
and between Bowater Incorporated and Wendy C. Shiba
(incorporated by reference to Exhibit 10.2 to the June 1997
10-Q).
14
16
EXHIBIT
NO. DESCRIPTION
- --------- -----------
+10.8.1 Form of First Amendment to Change in Control Agreement,
dated as of February 26, 1999, by and between Bowater
Incorporated and Wendy C. Shiba (incorporated by reference
to Exhibit 10.4 to the June 1999 10-Q).
+10.9 Employment Agreement, dated as of August 1, 1998, by and
between Bowater Incorporated and James H. Dorton
(incorporated by reference to Exhibit 10.1 to Bowater
Incorporated's Quarterly Report on Form 10-Q for the period
ending September 30, 1998, File No. 1-8712 (the "September
1998 10-Q")).
+10.10 Change in Control Agreement, dated as of August 1, 1998, by
and between Bowater Incorporated and James H. Dorton
(incorporated by reference to Exhibit 10.2 to the September
1998 10-Q).
+10.10.1 Form of First Amendment to Change in Control Agreement,
dated as of February 26, 1999, by and between Bowater
Incorporated and James H. Dorton (incorporated by reference
to Exhibit 10.4 to the June 1999 10-Q).
+10.11 Employment Agreement, dated as of August 1, 1997, by and
between Bowater Incorporated and Arthur D. Fuller
(incorporated by reference to Exhibit 10.1 to Bowater
Incorporated's Quarterly Report on Form 10-Q for the period
ending September 30, 1997, File No. 1-8712 (the "September
1997 10-Q")).
+10.12 Change in Control Agreement, dated as of August 1, 1997, by
and between Bowater Incorporated and Arthur D. Fuller
(incorporated by reference to Exhibit 10.2 to the September
1997 10-Q).
+10.12.1 Form of First Amendment to Change in Control Agreement,
dated as of February 26, 1999, by and between Bowater
Incorporated and Arthur D. Fuller (incorporated by reference
to Exhibit 10.4 to the June 1999 10-Q).
+10.13 Employment Agreement, dated as of November 1, 1995, by and
between Bowater Incorporated and David G. Maffucci
(incorporated by reference to Exhibit 10.12 to the 1995
10-K).
+10.14 Employment Agreement, dated as of April 1, 1996, by and
between Bowater Incorporated and Anthony H. Barash
(incorporated by reference to Exhibit 10.14 to the 1995
10-K).
+10.15 Employment Agreement, dated as of August 1, 1997, by and
between Bowater Incorporated and Richard K. Hamilton
(incorporated by reference to Exhibit 10.16 to Bowater
Incorporated's Annual Report on Form 10-K for the period
ending December 31, 1997, File No. 1-8712 (the "1997
10-K")).
+10.16 Change in Control Agreement, dated as of August 1, 1997, by
and between Bowater Incorporated and Richard K. Hamilton
(incorporated by reference to Exhibit 10.17 to the 1997
10-K).
+10.16.1 Form of First Amendment to Change in Control Agreement,
dated as of February 26, 1999, by and between Bowater
Incorporated and Richard K. Hamilton (incorporated by
reference to Exhibit 10.4 to the June 1999 10-Q).
+10.17 Employment Agreement, dated as of August 1, 1998, by and
between Bowater Incorporated and William G. Harvey
(incorporated by reference to Exhibit 10.3 to the September
1998 10-Q).
+10.18 Change in Control Agreement, dated as of August 1, 1998, by
and between Bowater Incorporated and William G. Harvey
(incorporated by reference to Exhibit 10.4 to the September
1998 10-Q).
+10.18.1 Form of First Amendment to Change in Control Agreement,
dated as of February 26, 1999, by and between Bowater
Incorporated and William G. Harvey (incorporated by
reference to Exhibit 10.5 to the June 1999 10-Q).
15
17
EXHIBIT
NO. DESCRIPTION
- --------- -----------
+10.19 Employment Agreement, dated as of July 24, 1998, by and
between Bowater Incorporated and David J. Steuart
(incorporated by reference to Exhibit 10.5 to the September
1998 10-Q).
+10.20 Change in Control Agreement, dated as of July 24, 1998, by
and between Bowater Incorporated and David J. Steuart
(incorporated by reference to Exhibit 10.6 to the September
1998 10-Q).
+10.20.1 Form of First Amendment to Change in Control Agreement,
dated as of February 26, 1999, by and between Bowater
Incorporated and David J. Steuart (incorporated by reference
to Exhibit 10.5 to the June 1999 10-Q).
+10.21 Employment Agreement, dated as of July 24, 1998, by and
between Bowater Incorporated and R. Donald Newman
(incorporated by reference to Exhibit 10.4 to Bowater
Incorporated's Quarterly Report on Form 10-Q for the period
ending March 31, 1999, File No. 1-8712 (the "March 1999
10-Q")).
+10.22 Change in Control Agreement, dated as of November 1, 1995,
by and between the Company and Robert D. Newman
(incorporated by reference to Exhibit 10.23 to Bowater
Incorporated's Annual Report on Form 10-K for the period
ending December 31, 1998, File No. 1-8712 (the "1998
10-K")).
+10.22.1 Form of First Amendment to Change in Control Agreement,
dated as of February 26, 1999, by and between Bowater
Incorporated and R. Donald Newman (incorporated by reference
to Exhibit 10.4 to the June 1999 10-Q).
+10.23 Employment Agreement, dated as of November 1, 1998, by and
between Bowater Incorporated and Jerry R. Gilmore
(incorporated by reference to Exhibit 10.3 to the March 1999
10-Q).
+10.24 Change in Control Agreement, dated as of August 1, 1997, by
and between Bowater Incorporated and Jerry R. Gilmore
(incorporated by reference to Exhibit 10.25 to the 1998
10-K).
+10.24.1 Form of First Amendment to Change in Control Agreement,
dated as of February 26, 1999, by and between Bowater
Incorporated and Jerry R. Gilmore (incorporated by reference
to Exhibit 10.4 to the June 1999 10-Q).
+10.25 Employment Agreement, dated as of March 15, 1999, by and
between Bowater Incorporated and James T. Wright
(incorporated by reference to Exhibit 10.1 to the March 1999
10-Q).
+10.26 Change in Control Agreement, dated as of March 15, 1999, by
and between Bowater Incorporated and James T. Wright
(incorporated by reference to Exhibit 10.2 to the March 1999
10-Q).
+10.27 Compensatory Benefits Plan of Bowater Incorporated, as
amended and restated effective February 26, 1999
(incorporated by reference to Exhibit 10.6 to the June 1999
10-Q).
+10.28 Annual Bonus Plan of Bowater Incorporated (incorporated by
reference to Exhibit 10.16 to the 1994 10-K).
+10.29 Deferred Compensation Plan for Outside Directors of Bowater
Incorporated, as amended and restated effective January 1,
1997 (incorporated by reference to Exhibit 10.18.1 to the
1996 10-K).
+10.30 Retirement Plan for Outside Directors of Bowater
Incorporated, amended and restated as of February 26, 1999
(incorporated by reference to Exhibit 10.7 to the June 1999
10-Q).
+10.31 Supplemental Benefit Plan for Designated Employees of
Bowater Incorporated and Affiliated Companies, as amended
and restated effective February 26, 1999 (incorporated by
reference to Exhibit 10.8 to the June 1999 10-Q).
16
18
EXHIBIT
NO. DESCRIPTION
- --------- -----------
+10.32 Equity Participation Rights Plan of Bowater Incorporated,
amended and restated as of February 26, 1999 (incorporated
by reference to Exhibit 10.9 to the June 1999 10-Q).
+10.32.1* First Amendment to Equity Participation Rights Plan of
Bowater Incorporated, dated as of November 22, 1999.
+10.33 1988 Stock Incentive Plan of Bowater Incorporated
(incorporated by reference to Bowater Incorporated's Proxy
Statement for 1988, File No. 1-8712).
+10.33.1 Amendment to 1988 Stock Incentive Plan of Bowater
Incorporated, dated as of August 23, 1989 (incorporated by
reference to Exhibit 10.16A to Bowater Incorporated's Annual
Report on Form 10-K for the period ending December 31, 1989,
File No. 1-8712).
+10.33.2 Second Amendment, effective April 15, 1998, to the 1988
Stock Incentive Plan of Bowater Incorporated (incorporated
by reference to Exhibit 10.32.2 to the 1998 10- K).
+10.33.3 Third Amendment, effective February 26, 1999, to the 1988
Stock Incentive Plan of Bowater Incorporated (incorporated
by reference to Exhibit 10.10 to the June 1999 10-Q).
+10.34 Amended and Restated Benefit Plan Grantor Trust of Bowater
Incorporated, effective as of April 15, 1998 (incorporated
by reference to Exhibit 10.1 to Bowater Incorporated's
Quarterly Report on Form 10-Q for the period ending June 30,
1998, File No. 1-8712 (the "June 1998 10-Q")).
+10.34.1 First Amendment, effective February 26, 1999, to the Amended
and Restated Benefit Plan Grantor Trust of Bowater
Incorporated (incorporated by reference to Exhibit 10.11 to
the June 1999 10-Q).
+10.35 Amended and Restated Executive Severance Grantor Trust of
Bowater Incorporated, effective as of April 15, 1998
(incorporated by reference to Exhibit 10.3 to the June 1998
10-Q).
+10.35.1 First Amendment, effective February 26, 1999, to the Amended
and Restated Executive Severance Grantor Trust of Bowater
Incorporated (incorporated by reference to Exhibit 10.12 to
the June 1999 10-Q).
+10.36 Amended and Restated Outside Directors Benefit Plan Grantor
Trust of Bowater Incorporated, effective as of April 15,
1998 (incorporated by reference to Exhibit 10.2 to the June
1998 10-Q).
+10.36.1 First Amendment, effective February 26, 1999, to the Amended
and Restated Outside Directors Benefit Plan Grantor Trust of
Bowater Incorporated (incorporated by reference to Exhibit
10.13 to the June 1999 10-Q).
+10.37 Benefits Equalization Plan of Bowater Incorporated, amended
and restated as of February 26, 1999 (incorporated by
reference to Exhibit 10.14 to the June 1999 10-Q).
+10.38 1992 Stock Incentive Plan (incorporated by reference to
Exhibit 10.23 to Bowater Incorporated's Annual Report on
Form 10-K for the period ending December 31, 1991, File No.
1-8712).
+10.38.1 First Amendment, effective April 15, 1998, to the 1992 Stock
Incentive Plan (incorporated by reference to Exhibit 10.37.1
to the 1998 10-K).
+10.38.2 Second Amendment, effective February 26, 1999, to the 1992
Stock Incentive Plan (incorporated by reference to Exhibit
10.15 to the June 1999 10-Q).
+10.39 Bowater Incorporated 1997 Stock Option Plan, effective as of
January 1, 1997, as amended and restated (incorporated by
reference to Exhibit 10.31 to the 1996 10-K).
+10.39.1 First Amendment, effective April 15, 1998, to the Bowater
Incorporated 1997 Stock Option Plan, effective as of January
1, 1997, as amended and restated (incorporated by reference
to Exhibit 10.38.1 to the 1998 10-K).
17
19
EXHIBIT
NO. DESCRIPTION
- --------- -----------
+10.39.2 Second Amendment, effective February 26, 1999, to the
Bowater Incorporated 1997 Stock Option Plan, as amended and
restated January 1, 1997 (incorporated by reference to
Exhibit 10.16 to the June 1999 10-Q).
+10.40* Bowater Incorporated 2000 Stock Option Plan, effective as of
January 1, 2000.
+10.41* Amended and Restated Bowater Incorporated 1997-1999
Long-Term Incentive Plan, effective as of February 26, 1999.
+10.42 Senior Executive Retirement Plan of Bowater Incorporated's
subsidiary, Bowater Pulp and Paper Canada Inc. (formerly
Avenor Inc.), effective as of November 28, 1997
(incorporated by reference to Exhibit 10.40 to the 1998
10-K).
10.43 Licensing Agreement, dated as of December 30, 1976, as
amended, between Bowater Incorporated and Bowater Industries
plc (incorporated by reference to Exhibit 10.13 to Bowater
Incorporated's Registration Statement No. 2-90172).
10.44 Trademark Agreement, dated May 8, 1984, between Bowater
Incorporated and Bowater Corporation plc (incorporated by
reference to Exhibit 10.17 to Bowater Incorporated's
Registration Statement No. 2-90172).
10.45 World-Wide Trademark Ownership, Use and Assignment
Agreement, effective as of June 30, 1997, by and between
Bowater Incorporated and Rexam plc (formerly Bowater plc)
(incorporated by reference to Exhibit 10.40 to the 1997
10-K).
10.46 Amended and Restated 364-Day Credit Agreement, dated as of
June 23, 1999, amending and restating the 364-Day Credit
Agreement, dated as of June 24, 1998, between Bowater
Incorporated, The Chase Manhattan Bank, as Administrative
Agent, and the lenders signatory thereto (incorporated by
reference to Exhibit 10.1 to the June 1999 10-Q).
10.47 Five Year Credit Agreement, dated as of June 24, 1998, among
Bowater Incorporated, The Chase Manhattan Bank, as
Administrative Agent, and the lenders signatory thereto
(incorporated by reference to Exhibit 1.2 to the Schedule
13D filed on August 3, 1998, by Bowater Incorporated,
Bowater Canadian Holdings Incorporated and Bowater Canada
Inc. with respect to the common shares of Avenor Inc.).
10.47.1 Amendment No. 1, dated as of June 23, 1999, to the Five-Year
Credit Agreement, dated as of June 24, 1998, between Bowater
Incorporated, The Chase Manhattan Bank, as Administrative
Agent, and the lenders signatory thereto (incorporated by
reference to Exhibit 10.2 to the June 1999 10-Q).
10.48 Support Agreement, dated as of July 24, 1998, between
Bowater Incorporated, Bowater Canadian Holdings Incorporated
and Bowater Canada Inc. (incorporated by reference to Annex
G of the Joint Management Information Circular and Proxy
Statement filed on June 18, 1998, on Schedule 14A for
Bowater Incorporated, File No. 1-8712 (the "Schedule 14A")).
10.49 Voting and Exchange Trust Agreement, dated as of July 24,
1998, between Bowater Incorporated, Bowater Canadian
Holdings Incorporated, Bowater Canada Inc. and Montreal
Trust Company of Canada (incorporated by reference to Annex
F of the Schedule 14A).
10.50 Amended and Restated Arrangement Agreement, dated as of
March 9, 1998, by and between Bowater Incorporated and
Avenor Inc. (incorporated by reference to Exhibit 2.1 to
Annex D of the Schedule 14A).
10.51 Asset Purchase Agreement, dated August 4, 1998, by and
between Bowater Pulp and Paper Canada Inc., Bowater
Incorporated, Weyerhaeuser Canada Ltd. and Weyerhaeuser
Company (incorporated by reference to Exhibit 2.1 to Bowater
Incorporated's Current Report on Form 8-K dated October 15,
1998, File No. 1- 8712 (the "October 1998 8-K")).
18
20
EXHIBIT
NO. DESCRIPTION
- --------- -----------
10.51.1 Amending Agreement, dated September 30, 1998, by and between
Bowater Pulp and Paper Canada Inc., Bowater Incorporated,
Weyerhaeuser Canada Ltd. and Weyerhaeuser Company
(incorporated by reference to Exhibit 2.1.1 to the October
1998 8-K).
13.1* Copy of Bowater Incorporated's 1999 Annual Report to
Stockholders (except for those portions that are expressly
incorporated by reference in this Report on Form 10-K, this
exhibit is furnished for the information of the Commission
and is not deemed to be filed as part hereof).
21.1* Subsidiaries of the registrant.
23.1* Consent of Independent Auditors.
27.1* Financial Data Schedule (electronic filing only).
- ---------------
* Filed herewith
+ This is a management contract or compensatory plan or arrangement.
(b) None.
(c) The response to this portion of Item 14 is submitted as a separate
section of this report.
(d) None.
19
21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Bowater has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BOWATER INCORPORATED
By: /s/ ARNOLD M. NEMIROW
------------------------------------
Arnold M. Nemirow
Chairman, President and
Chief Executive Officer
Date: March 23, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Bowater and
in the capacities indicated, as of March 23, 2000.
SIGNATURE TITLE
--------- -----
/s/ ARNOLD M. NEMIROW Director, Chairman, President and Chief
- ----------------------------------------------------- Executive Officer
Arnold M. Nemirow
/s/ DAVID G. MAFFUCCI Senior Vice President and Chief Financial
- ----------------------------------------------------- Officer
David G. Maffucci
/s/ MICHAEL F. NOCITO Vice President and Controller
- -----------------------------------------------------
Michael F. Nocito
/s/ FRANCIS J. AGUILAR Director
- -----------------------------------------------------
Francis J. Aguilar
/s/ H. DAVID AYCOCK Director
- -----------------------------------------------------
H. David Aycock
/s/ RICHARD BARTH Director
- -----------------------------------------------------
Richard Barth
/s/ KENNETH M. CURTIS Director
- -----------------------------------------------------
Kenneth M. Curtis
/s/ CHARLES J. HOWARD Director
- -----------------------------------------------------
Charles J. Howard
/s/ JAMES L. PATE Director
- -----------------------------------------------------
James L. Pate
/s/ JOHN A. ROLLS Director
- -----------------------------------------------------
John A. Rolls
/s/ ARTHUR R. SAWCHUK Director
- -----------------------------------------------------
Arthur R. Sawchuk
20
22
BOWATER INCORPORATED
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
BALANCE
AT CHARGED TO
BEGINNING COST AND BALANCE AT
(IN MILLIONS) OF YEAR EXPENSES ADDITIONS DEDUCTIONS END OF YEAR
- ------------- --------- ---------- --------- ---------- -----------
Year ended December 31, 1999
Allowance for doubtful accounts......... $3.8 $(1.3)* $ -- $ -- $2.5
==== ===== ==== ===== ====
Year ended December 31, 1998
Allowance for doubtful accounts......... $3.7 $ 0.6 $ -- $(0.5) $3.8
==== ===== ==== ===== ====
Year ended December 31, 1997
Allowance for doubtful accounts......... $1.8 $ 1.9 $ -- $ -- $3.7
==== ===== ==== ===== ====
- ---------------
* Due primarily to the sale of GNP.
F-1
23
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Bowater Incorporated
Under date of February 11, 2000, we reported on the consolidated balance
sheets of Bowater Incorporated and Subsidiaries as of December 31, 1999 and
1998, and the related consolidated statements of operations, capital accounts,
and cash flows for each of the years in the three-year period ended December 31,
1999, as incorporated by reference in the Annual Report on Form 10-K for the
year 1999. In connection with our audits of the aforementioned consolidated
financial statements, we also audited the related consolidated financial
statement schedule as listed in the accompanying index. This financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion on this financial statement schedule based on our
audit.
In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
/s/ KPMG LLP
Greenville, South Carolina
February 11, 2000
F-2
24
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- --------- -----------
2.1 Stock Purchase Agreement, dated as of May 18, 1999, by and
between Inexcon Maine, Inc. and Bowater Incorporated
(incorporated by reference to Exhibit 2.1 to Bowater
Incorporated's Current Report on Form 8-K filed on September
1, 1999, File No. 1-8712 (the "September 1999 8-K")).
2.1.1 Amendment No. 1, dated August 17, 1999, to the Stock
Purchase Agreement, dated May 18, 1999, between Inexcon
Maine, Inc. and Bowater Incorporated (incorporated by
reference to Exhibit 2.1.1 to the September 1999 8-K).
3.1 Restated Certificate of Incorporation of Bowater
Incorporated, as amended (incorporated by reference to
Exhibit 4.2 to Bowater Incorporated's Registration Statement
No. 33-51569).
3.2 Certificate of Designations of the 7% PRIDES, Series B
Convertible Preferred Stock of Bowater Incorporated
(incorporated by reference to Exhibit 4.1 to Bowater
Incorporated's Current Report on Form 8-K dated February 1,
1994, File No. 1-8712 (the "February 1994 8-K")).
3.3 Certificate of Designations of the 8.40% Series C Cumulative
Preferred Stock of Bowater Incorporated (incorporated by
reference to Exhibit 4.2 to the February 1994 8-K).
3.4 Certificate of Designation of the special voting stock of
Bowater Incorporated (incorporated by reference to Exhibit
4.11 to Amendment No. 1 to Bowater Incorporated's
Registration Statement No. 333-57839 (the "Amendment No. 1
to the Registration Statement")).
3.5 Bylaws of Bowater Incorporated amended and restated as of
May 20, 1998 (incorporated by reference to Exhibit 4.12 to
Amendment No. 1 to the Registration Statement).
4.1 Agreement pursuant to S-K Item 601(b)(4)(iii)(A) to provide
the Commission upon request copies of certain other
instruments with respect to long-term debt not being
registered where the amount of securities authorized under
each such instrument does not exceed 10% of the total assets
of the registrant and its subsidiaries on a consolidated
basis (incorporated by reference to Exhibit 4.3 to Bowater
Incorporated's Registration Statement No. 2-93455).
4.2 See Exhibits 3.1, 3.4 and 3.5.
+10.1 Employment Agreement, dated as of July 20, 1994, by and
between Bowater Incorporated and Arnold M. Nemirow
(incorporated by reference to Exhibit 10.3 to Bowater
Incorporated's Annual Report on Form 10-K for the period
ending December 31, 1994, File No. 1-8712 (the "1994
10-K")).
+10.2 Employment Agreement, dated as of October 21, 1996, by and
between Bowater Incorporated and Steven G. Lanzl
(incorporated by reference to Exhibit 10.2 to Bowater
Incorporated's Annual Report on Form 10-K for the period
ending December 31, 1996, File No. 1-8712 (the "1996
10-K")).
+10.3 Employment Agreement, dated as of April 1, 1995, by and
between Bowater Incorporated and E. Patrick Duffy
(incorporated by reference to Exhibit 10.4 to Bowater
Incorporated's Quarterly Report on Form 10-Q for the period
ending March 31, 1995, File No. 1-8712).
+10.4 Form of Employment Agreement by and between Bowater
Incorporated and each of Robert A. Moran and Michael F.
Nocito (incorporated by reference to Exhibit 10.4 to Bowater
Incorporated's Annual Report on Form 10-K for the period
ending December 31, 1993, File No. 1-8712).
25
EXHIBIT
NO. DESCRIPTION
- --------- -----------
+10.5 Form of Change in Control Agreement, by and between Bowater
Incorporated and each of Edward Patrick Duffy, David G.
Maffucci, Robert A. Moran, Arnold M. Nemirow, and Michael F.
Nocito (incorporated by reference to Exhibit 10.5 to Bowater
Incorporated's Annual Report on Form 10-K for the period
ending December 31, 1995, File No. 1-8712 (the "1995
10-K")).
+10.5.1 Form of First Amendment to Change in Control Agreement,
dated as of February 26, 1999, by and between Bowater
Incorporated and each of E. Patrick Duffy, David G.
Maffucci, Robert A. Moran, Arnold M. Nemirow and Michael F.
Nocito (incorporated by reference to Exhibit 10.3 to Bowater
Incorporated's Quarterly Report on Form 10-Q for the period
ending June 30, 1999, File No. 1-8712 (the "June 1999
10-Q")).
+10.6 Form of Change in Control Agreement by and between Bowater
Incorporated and each of Anthony H. Barash and Steven G.
Lanzl (incorporated by reference to Exhibit 10.6 to the 1996
10-K).
+10.6.1 Form of First Amendment to Change in Control Agreement,
dated as of February 26, 1999, by and between Bowater
Incorporated and each of Anthony H. Barash and Steven G.
Lanzl (incorporated by reference to Exhibit 10.4 of the June
1999 10-Q).
+10.7 Employment Agreement, dated as of May 21, 1997, by and
between Bowater Incorporated and Wendy C. Shiba
(incorporated by reference to Exhibit 10.1 to Bowater
Incorporated's Quarterly Report on Form 10-Q for the period
ending June 30, 1997, File No. 1-8712 (the "June 1997
10-Q")).
+10.8 Change in Control Agreement, dated as of May 21, 1997, by
and between Bowater Incorporated and Wendy C. Shiba
(incorporated by reference to Exhibit 10.2 to the June 1997
10-Q).
+10.8.1 Form of First Amendment to Change in Control Agreement,
dated as of February 26, 1999, by and between Bowater
Incorporated and Wendy C. Shiba (incorporated by reference
to Exhibit 10.4 to the June 1999 10-Q).
+10.9 Employment Agreement, dated as of August 1, 1998, by and
between Bowater Incorporated and James H. Dorton
(incorporated by reference to Exhibit 10.1 to Bowater
Incorporated's Quarterly Report on Form 10-Q for the period
ending September 30, 1998, File No. 1-8712 (the "September
1998 10-Q")).
+10.10 Change in Control Agreement, dated as of August 1, 1998, by
and between Bowater Incorporated and James H. Dorton
(incorporated by reference to Exhibit 10.2 to the September
1998 10-Q).
+10.10.1 Form of First Amendment to Change in Control Agreement,
dated as of February 26, 1999, by and between Bowater
Incorporated and James H. Dorton (incorporated by reference
to Exhibit 10.4 to the June 1999 10-Q).
+10.11 Employment Agreement, dated as of August 1, 1997, by and
between Bowater Incorporated and Arthur D. Fuller
(incorporated by reference to Exhibit 10.1 to Bowater
Incorporated's Quarterly Report on Form 10-Q for the period
ending September 30, 1997, File No. 1-8712 (the "September
1997 10-Q")).
+10.12 Change in Control Agreement, dated as of August 1, 1997, by
and between Bowater Incorporated and Arthur D. Fuller
(incorporated by reference to Exhibit 10.2 to the September
1997 10-Q).
+10.12.1 Form of First Amendment to Change in Control Agreement,
dated as of February 26, 1999, by and between Bowater
Incorporated and Arthur D. Fuller (incorporated by reference
to Exhibit 10.4 to the June 1999 10-Q).
26
EXHIBIT
NO. DESCRIPTION
- --------- -----------
+10.13 Employment Agreement, dated as of November 1, 1995, by and
between Bowater Incorporated and David G. Maffucci
(incorporated by reference to Exhibit 10.12 to the 1995
10-K).
+10.14 Employment Agreement, dated as of April 1, 1996, by and
between Bowater Incorporated and Anthony H. Barash
(incorporated by reference to Exhibit 10.14 to the 1995
10-K).
+10.15 Employment Agreement, dated as of August 1, 1997, by and
between Bowater Incorporated and Richard K. Hamilton
(incorporated by reference to Exhibit 10.16 to Bowater
Incorporated's Annual Report on Form 10-K for the period
ending December 31, 1997, File No. 1-8712 (the "1997
10-K")).
+10.16 Change in Control Agreement, dated as of August 1, 1997, by
and between Bowater Incorporated and Richard K. Hamilton
(incorporated by reference to Exhibit 10.17 to the 1997
10-K).
+10.16.1 Form of First Amendment to Change in Control Agreement,
dated as of February 26, 1999, by and between Bowater
Incorporated and Richard K. Hamilton (incorporated by
reference to Exhibit 10.4 to the June 1999 10-Q).
+10.17 Employment Agreement, dated as of August 1, 1998, by and
between Bowater Incorporated and William G. Harvey
(incorporated by reference to Exhibit 10.3 to the September
1998 10-Q).
+10.18 Change in Control Agreement, dated as of August 1, 1998, by
and between Bowater Incorporated and William G. Harvey
(incorporated by reference to Exhibit 10.4 to the September
1998 10-Q).
+10.18.1 Form of First Amendment to Change in Control Agreement,
dated as of February 26, 1999, by and between Bowater
Incorporated and William G. Harvey (incorporated by
reference to Exhibit 10.5 to the June 1999 10-Q).
+10.19 Employment Agreement, dated as of July 24, 1998, by and
between Bowater Incorporated and David J. Steuart
(incorporated by reference to Exhibit 10.5 to the September
1998 10-Q).
+10.20 Change in Control Agreement, dated as of July 24, 1998, by
and between Bowater Incorporated and David J. Steuart
(incorporated by reference to Exhibit 10.6 to the September
1998 10-Q).
+10.20.1 Form of First Amendment to Change in Control Agreement,
dated as of February 26, 1999, by and between Bowater
Incorporated and David J. Steuart (incorporated by reference
to Exhibit 10.5 to the June 1999 10-Q).
+10.21 Employment Agreement, dated as of July 24, 1998, by and
between Bowater Incorporated and R. Donald Newman
(incorporated by reference to Exhibit 10.4 to Bowater
Incorporated's Quarterly Report on Form 10-Q for the period
ending March 31, 1999, File No. 1-8712 (the "March 1999
10-Q")).
+10.22 Change in Control Agreement, dated as of November 1, 1995,
by and between the Company and Robert D. Newman
(incorporated by reference to Exhibit 10.23 to Bowater
Incorporated's Annual Report on Form 10-K for the period
ending December 31, 1998, File No. 1-8712 (the "1998
10-K")).
+10.22.1 Form of First Amendment to Change in Control Agreement,
dated as of February 26, 1999, by and between Bowater
Incorporated and R. Donald Newman (incorporated by reference
to Exhibit 10.4 to the June 1999 10-Q).
27
EXHIBIT
NO. DESCRIPTION
- --------- -----------
+10.23 Employment Agreement, dated as of November 1, 1998, by and
between Bowater Incorporated and Jerry R. Gilmore
(incorporated by reference to Exhibit 10.3 to the March 1999
10-Q).
+10.24 Change in Control Agreement, dated as of August 1, 1997, by
and between Bowater Incorporated and Jerry R. Gilmore
(incorporated by reference to Exhibit 10.25 to the 1998
10-K).
+10.24.1 Form of First Amendment to Change in Control Agreement,
dated as of February 26, 1999, by and between Bowater
Incorporated and Jerry R. Gilmore (incorporated by reference
to Exhibit 10.4 to the June 1999 10-Q).
+10.25 Employment Agreement, dated as of March 15, 1999, by and
between Bowater Incorporated and James T. Wright
(incorporated by reference to Exhibit 10.1 to the March 1999
10-Q).
+10.26 Change in Control Agreement, dated as of March 15, 1999, by
and between Bowater Incorporated and James T. Wright
(incorporated by reference to Exhibit 10.2 to the March 1999
10-Q).
+10.27 Compensatory Benefits Plan of Bowater Incorporated, as
amended and restated effective February 26, 1999
(incorporated by reference to Exhibit 10.6 to the June 1999
10-Q).
+10.28 Annual Bonus Plan of Bowater Incorporated (incorporated by
reference to Exhibit 10.16 to the 1994 10-K).
+10.29 Deferred Compensation Plan for Outside Directors of Bowater
Incorporated, as amended and restated effective January 1,
1997 (incorporated by reference to Exhibit 10.18.1 to the
1996 10-K).
+10.30 Retirement Plan for Outside Directors of Bowater
Incorporated, amended and restated as of February 26, 1999
(incorporated by reference to Exhibit 10.7 to the June 1999
10-Q).
+10.31 Supplemental Benefit Plan for Designated Employees of
Bowater Incorporated and Affiliated Companies, as amended
and restated effective February 26, 1999 (incorporated by
reference to Exhibit 10.8 to the June 1999 10-Q).
+10.32 Equity Participation Rights Plan of Bowater Incorporated,
amended and restated as of February 26, 1999 (incorporated
by reference to Exhibit 10.9 to the June 1999 10-Q).
+10.32.1* First Amendment to Equity Participation Rights Plan of
Bowater Incorporated, dated as of November 22, 1999.
+10.33 1988 Stock Incentive Plan of Bowater Incorporated
(incorporated by reference to Bowater Incorporated's Proxy
Statement for 1988, File No. 1-8712).
+10.33.1 Amendment to 1988 Stock Incentive Plan of Bowater
Incorporated, dated as of August 23, 1989 (incorporated by
reference to Exhibit 10.16A to Bowater Incorporated's Annual
Report on Form 10-K for the period ending December 31, 1989,
File No. 1-8712).
+10.33.2 Second Amendment, effective April 15, 1998, to the 1988
Stock Incentive Plan of Bowater Incorporated (incorporated
by reference to Exhibit 10.32.2 to the 1998 10- K).
+10.33.3 Third Amendment, effective February 26, 1999, to the 1988
Stock Incentive Plan of Bowater Incorporated (incorporated
by reference to Exhibit 10.10 to the June 1999 10-Q).
+10.34 Amended and Restated Benefit Plan Grantor Trust of Bowater
Incorporated, effective as of April 15, 1998 (incorporated
by reference to Exhibit 10.1 to Bowater Incorporated's
Quarterly Report on Form 10-Q for the period ending June 30,
1998, File No. 1-8712 (the "June 1998 10-Q")).
+10.34.1 First Amendment, effective February 26, 1999, to the Amended
and Restated Benefit Plan Grantor Trust of Bowater
Incorporated (incorporated by reference to Exhibit 10.11 to
the June 1999 10-Q).
28
EXHIBIT
NO. DESCRIPTION
- --------- -----------
+10.35 Amended and Restated Executive Severance Grantor Trust of
Bowater Incorporated, effective as of April 15, 1998
(incorporated by reference to Exhibit 10.3 to the June 1998
10-Q).
+10.35.1 First Amendment, effective February 26, 1999, to the Amended
and Restated Executive Severance Grantor Trust of Bowater
Incorporated (incorporated by reference to Exhibit 10.12 to
the June 1999 10-Q).
+10.36 Amended and Restated Outside Directors Benefit Plan Grantor
Trust of Bowater Incorporated, effective as of April 15,
1998 (incorporated by reference to Exhibit 10.2 to the June
1998 10-Q).
+10.36.1 First Amendment, effective February 26, 1999, to the Amended
and Restated Outside Directors Benefit Plan Grantor Trust of
Bowater Incorporated (incorporated by reference to Exhibit
10.13 to the June 1999 10-Q).
+10.37 Benefits Equalization Plan of Bowater Incorporated, amended
and restated as of February 26, 1999 (incorporated by
reference to Exhibit 10.14 to the June 1999 10-Q).
+10.38 1992 Stock Incentive Plan (incorporated by reference to
Exhibit 10.23 to Bowater Incorporated's Annual Report on
Form 10-K for the period ending December 31, 1991, File No.
1-8712).
+10.38.1 First Amendment, effective April 15, 1998, to the 1992 Stock
Incentive Plan (incorporated by reference to Exhibit 10.37.1
to the 1998 10-K).
+10.38.2 Second Amendment, effective February 26, 1999, to the 1992
Stock Incentive Plan (incorporated by reference to Exhibit
10.15 to the June 1999 10-Q).
+10.39 Bowater Incorporated 1997 Stock Option Plan, effective as of
January 1, 1997, as amended and restated (incorporated by
reference to Exhibit 10.31 to the 1996 10-K).
+10.39.1 First Amendment, effective April 15, 1998, to the Bowater
Incorporated 1997 Stock Option Plan, effective as of January
1, 1997, as amended and restated (incorporated by reference
to Exhibit 10.38.1 to the 1998 10-K).
+10.39.2 Second Amendment, effective February 26, 1999, to the
Bowater Incorporated 1997 Stock Option Plan, as amended and
restated January 1, 1997 (incorporated by reference to
Exhibit 10.16 to the June 1999 10-Q).
+10.40* Bowater Incorporated 2000 Stock Option Plan, effective as of
January 1, 2000.
+10.41* Amended and Restated Bowater Incorporated 1997-1999
Long-Term Incentive Plan, effective as of February 26, 1999.
+10.42 Senior Executive Retirement Plan of Bowater Incorporated's
subsidiary, Bowater Pulp and Paper Canada Inc. (formerly
Avenor Inc.), effective as of November 28, 1997
(incorporated by reference to Exhibit 10.40 to the 1998
10-K).
10.43 Licensing Agreement, dated as of December 30, 1976, as
amended, between Bowater Incorporated and Bowater Industries
plc (incorporated by reference to Exhibit 10.13 to Bowater
Incorporated's Registration Statement No. 2-90172).
10.44 Trademark Agreement, dated May 8, 1984, between Bowater
Incorporated and Bowater Corporation plc (incorporated by
reference to Exhibit 10.17 to Bowater Incorporated's
Registration Statement No. 2-90172).
10.45 World-Wide Trademark Ownership, Use and Assignment
Agreement, effective as of June 30, 1997, by and between
Bowater Incorporated and Rexam plc (formerly Bowater plc)
(incorporated by reference to Exhibit 10.40 to the 1997
10-K).
29
EXHIBIT
NO. DESCRIPTION
- --------- -----------
10.46 Amended and Restated 364-Day Credit Agreement, dated as of
June 23, 1999, amending and restating the 364-Day Credit
Agreement, dated as of June 24, 1998, between Bowater
Incorporated, The Chase Manhattan Bank, as Administrative
Agent, and the lenders signatory thereto (incorporated by
reference to Exhibit 10.1 to the June 1999 10-Q).
10.47 Five Year Credit Agreement, dated as of June 24, 1998, among
Bowater Incorporated, The Chase Manhattan Bank, as
Administrative Agent, and the lenders signatory thereto
(incorporated by reference to Exhibit 1.2 to the Schedule
13D filed on August 3, 1998, by Bowater Incorporated,
Bowater Canadian Holdings Incorporated and Bowater Canada
Inc. with respect to the common shares of Avenor Inc.).
10.47.1 Amendment No. 1, dated as of June 23, 1999, to the Five-Year
Credit Agreement, dated as of June 24, 1998, between Bowater
Incorporated, The Chase Manhattan Bank, as Administrative
Agent, and the lenders signatory thereto (incorporated by
reference to Exhibit 10.2 to the June 1999 10-Q).
10.48 Support Agreement, dated as of July 24, 1998, between
Bowater Incorporated, Bowater Canadian Holdings Incorporated
and Bowater Canada Inc. (incorporated by reference to Annex
G of the Joint Management Information Circular and Proxy
Statement filed on June 18, 1998, on Schedule 14A for
Bowater Incorporated, File No. 1-8712 (the "Schedule 14A")).
10.49 Voting and Exchange Trust Agreement, dated as of July 24,
1998, between Bowater Incorporated, Bowater Canadian
Holdings Incorporated, Bowater Canada Inc. and Montreal
Trust Company of Canada (incorporated by reference to Annex
F of the Schedule 14A).
10.50 Amended and Restated Arrangement Agreement, dated as of
March 9, 1998, by and between Bowater Incorporated and
Avenor Inc. (incorporated by reference to Exhibit 2.1 to
Annex D of the Schedule 14A).
10.51 Asset Purchase Agreement, dated August 4, 1998, by and
between Bowater Pulp and Paper Canada Inc., Bowater
Incorporated, Weyerhaeuser Canada Ltd. and Weyerhaeuser
Company (incorporated by reference to Exhibit 2.1 to Bowater
Incorporated's Current Report on Form 8-K dated October 15,
1998, File No. 1- 8712 (the "October 1998 8-K")).
10.51.1 Amending Agreement, dated September 30, 1998, by and between
Bowater Pulp and Paper Canada Inc., Bowater Incorporated,
Weyerhaeuser Canada Ltd. and Weyerhaeuser Company
(incorporated by reference to Exhibit 2.1.1 to the October
1998 8-K).
13.1* Copy of Bowater Incorporated's 1999 Annual Report to
Stockholders (except for those portions that are expressly
incorporated by reference in this Report on Form 10-K, this
exhibit is furnished for the information of the Commission
and is not deemed to be filed as part hereof).
21.1* Subsidiaries of the registrant.
23.1* Consent of Independent Auditors.
27.1* Financial Data Schedule (electronic filing only).
- ---------------
* Filed herewith
+ This is a management contract or compensatory plan or arrangement.