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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993 COMMISSION FILE NO. 1-8712
BOWATER INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 62-0721803
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 EAST CAMPERDOWN WAY
P. O. BOX 1028
GREENVILLE, SOUTH CAROLINA 29602
(803) 271-7733
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS: ON WHICH REGISTERED:
Common Stock, par value $1 per share New York Stock Exchange, Inc.
The Pacific Stock Exchange Incorporated
The London Stock Exchange
The Swiss Stock Exchanges
Depositary Shares, each representing one-fourth of New York Stock Exchange, Inc.
a share of 7% PRIDES, Series B Convertible
Preferred Stock, par value
$1 per share
Depositary Shares, each representing one-fourth of New York Stock Exchange, Inc.
a share of 8.40% Series C Cumulative Preferred
Stock, par value $1 per share
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 (check) 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 stock held by nonaffiliates of the
registrant as of March 10, 1994, was $995,139,248.
As of March 10, 1994, there were 36,468,569 shares of the registrant's
Common Stock outstanding.
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 Parts I, II and IV
December 31, 1993.
Proxy Statement with respect Part III
to the Annual Meeting of Shareholders to be held
on May 25, 1994.
This Form 10-K is printed on recycled paper manufactured by the Company.
PART I
ITEM 1. BUSINESS
GENERAL
Bowater Incorporated (together with its consolidated subsidiaries, the
"Company") is engaged in the manufacture, sale and distribution of newsprint,
directory paper, uncoated groundwood specialties, coated publication and
educational workbook paper, market pulp, continuous stock computer forms and
lumber. The Company operates facilities in both the United States and Canada,
manages and controls approximately 4.0 million acres of timberlands to support
these facilities and markets and distributes its various products both
domestically and in the export market.
On December 31, 1991, the Company acquired 80 percent of the stock of Great
Northern Paper, Inc. ("GNP") from Great Northern Nekoosa Corporation ("GNN"), a
subsidiary of Georgia-Pacific Corporation. In July 1992, the Company acquired
the remaining 20 percent of GNP under the terms of its purchase agreement with
GNN.
The Company was incorporated in Delaware in 1964. The Company's principal
executive offices are currently located at 55 East Camperdown Way, Greenville,
South Carolina 29602, and its telephone number at that address is (803)
271-7733.
Information regarding segment, geographic area, and net export sales is
incorporated herein by reference to pages 8 and 27 of the Company's 1993 Annual
Report (the "Annual Report").
Information regarding the pulp and paper industry is incorporated herein by
reference to pages 2 through 5 of the Annual Report.
Information regarding the Company's liquidity and capital resources is
incorporated herein by reference to pages 12 through 14 of the Annual Report.
NEWSPRINT, DIRECTORY PAPERS AND UNCOATED GROUNDWOOD SPECIALTIES
The Company is the largest manufacturer of newsprint in the United States
and, with its Nova Scotia mill, is the third largest manufacturer in North
America. Its annual capacity is approximately 8 percent of the North American
total.
The Company presently manufactures newsprint at five separate locations:
Calhoun, Tennessee; Catawba, South Carolina; Millinocket and East Millinocket,
Maine; and Liverpool, Nova Scotia. Both the Company's Southern Division and
Calhoun Newsprint Company ("CNC") (of which stock with approximately 51 percent
voting power is held by the Company and stock with approximately 49 percent
voting power is held by Advance Publications, Inc.) are located at Calhoun,
Tennessee. The Company's Carolina Division is located at Catawba, South
Carolina, and Bowater Mersey Paper Company ("Mersey") (which is owned 51 percent
by the Company and 49 percent by The Washington Post Company) is located at
Liverpool, Nova Scotia. GNP is comprised of two mills located at Millinocket and
East Millinocket, Maine, the Pinkham Lumber Company in Ashland, Maine, and
approximately 2.1 million acres of timberlands in Maine.
The Calhoun facility, which produces newsprint for Southern Division and
CNC, is located on the Hiwassee River in Tennessee and is the largest newsprint
mill in North America. At this facility, Southern Division operates four paper
machines, which produced 594,550 tons of newsprint and groundwood specialty
papers in 1993. Also located at this facility is CNC's No. 5 paper machine,
which produced 241,627 tons of newsprint in 1993. The continuing modernization
of Southern Division's facilities has contributed substantially to improved
product quality and is helping the mill to maintain its position as one of the
most productive in the industry. Although Southern Division manages and operates
the entire Calhoun facility, CNC owns 68.4 percent of the thermomechanical pulp
("TMP") mill and 100 percent of the recycled fiber plant located at the Calhoun
facility. Southern Division owns the remaining 31.6 percent of the TMP mill and
100 percent of the other facilities at this location. These other facilities
include kraft and stone groundwood pulp mills, a power plant, water treatment
facilities, and other support equipment necessary to produce the finished
product.
The newsprint machine at the Company's Carolina Division, which produced
240,623 tons in 1993, is one of the largest and most productive newsprint
machines in the industry. In 1988, the Company installed a twin-wire former and
other ancillary equipment that have enhanced this machine's capacity and
permitted it to produce a higher quality product.
The Mersey mill is located on an ice-free port providing economical access
to ports along the eastern seaboard of the United States and throughout the
world. Its two paper machines, built in 1929, were completely rebuilt between
1983 and 1985 and produced 263,306 tons of newsprint in 1993. The mill also
operates pulping and other support facilities required to produce the finished
product. A new TMP mill was started up in late 1989 and now supplies 100 percent
of the pulp to the two newsprint machines. This change has resulted in
significant improvements in product quality.
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The East Millinocket mill is located on the West Branch of the Penobscot
River in northern Maine. Its two paper machines (Nos. 5 and 6) were built in
1954 and completely rebuilt in 1986. These two machines produced a total of
276,824 tons of newsprint, directory paper and other groundwood specialties in
1993. The mill also operates a groundwood pulp mill and other support facilities
required to produce the finished products. Sulfite pulp is pumped through a
pipeline from the Millinocket mill for use at the East Millinocket mill.
The Millinocket Mill is located eight miles from the East Millinocket mill,
and in 1993 produced 154,207 tons of newsprint, directory papers and uncoated
groundwood specialties. These paper grades are used in magazines, catalogs,
directories, newspaper advertising inserts and business forms and are sold
primarily to customers east of the Mississippi River. During the third quarter
of 1993, the Company announced the phased closure of certain older, higher cost
operations located at the Millinocket mill. The phaseout will involve the
shutdown of the mill's woodyard, groundwood pulping facilities and a small paper
machine that produces uncoated groundwood specialties. Approximately 200
positions will be eliminated throughout the mill's operations over a 12 month
period as a result of this closure. The Company believes that these changes will
significantly improve the mill's cost competitiveness.
The production of all five newsprint mills is sold directly by the Company
through regional sales offices located in major metropolitan areas of the
eastern half of the United States. Advance Publications, Inc. purchases the
equivalent of CNC's entire annual output, and The Washington Post purchases
approximately 80,000 tons annually. Combined, these two customers in 1993
accounted for approximately 8.7 percent of the Company's consolidated net sales
and 21.4 percent of the Company's newsprint sales. The geographical location of
the Company's newsprint mills permits distribution of their products by rail,
truck, ship or barge.
COATED PAPER
The Company is the fifth largest producer in the United States and the
sixth largest North American producer of coated paper. Coated paper produced by
the Company is light weight coated paper ("LWC") and is used in special interest
magazines, mail order catalogs, advertising pieces and coupons.
The Company manufactures a variety of coated grades on two paper machines
(Nos. 1 and 2) at its Catawba, South Carolina, mill site and on three paper
machines (Nos. 7, 8, and 10) at its Millinocket, Maine, mill site. The Company's
No. 2 machine at Catawba began production in July 1986 and reached its design
capacity during 1987. Both machines at Catawba include off-machine coaters. At
Millinocket, the Nos. 7 and 8 machines produce a base stock which is coated on
an off-machine blade coater while the No. 10 machine has an on-machine roll
coater.
In 1993, the two coated machines at Catawba produced 333,490 tons of LWC
and the three coated machines at Millinocket produced 121,425 tons of LWC.
Coated paper is sold by the Company to printers, publishers, mail order
houses and paper merchants. It is distributed by truck and rail from the Catawba
and Millinocket mill sites, which are strategically located to supply the
southeastern and northeastern United States, respectively, as well as jointly
serving the midwestern market.
MARKET PULP
In addition to furnishing its pulp requirements, the Company in 1993
supplied 256,599 tons of bleached kraft market pulp to manufacturers of fine
paper, tissues and other paper products from its market pulp facility at
Catawba, South Carolina. In 1990, the Company replaced its kraft mill at
Calhoun, Tennessee. The new 900 tons per day capacity mill replaced a smaller
34-year old kraft pulp mill. This new mill utilizes the most up-to-date
technology and has provided increased capacity, improved pulp quality, reduced
energy consumption, and an improved environmental impact. During 1993, in
addition to supplying the chemical pulp portion of the newsprint furnish, the
new kraft mill produced an additional 42,438 tons of fully bleached market pulp
for sale to customers.
In 1994, the Southern Division will replace its present recovery boilers,
which are 27 and 39 years old, with a new recovery boiler currently under
construction. A recovery boiler is an essential part of the kraft pulping
process. The new recovery boiler will enable the Company to realize significant
cost reductions and meet currently proposed environmental regulations.
Most of the Company's market pulp is fully bleached, but small amounts of
semi-bleached kraft grades are also produced. In recent years, 70 percent to 80
percent of the Company's pulp sales have been to the export market, which is
sold through agents. United States sales are made directly by the Company.
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COMMUNICATION PAPERS
The Company's subsidiary, Bowater Communication Papers Inc. ("BCPI"),
manufactures continuous stock computer forms at eight plants in the United
States. BCPI markets this product and other business communication papers
through its two divisions, Bowater Computer Forms ("BCF") and Star Forms, which
use a network of 30 distribution centers to service customers in major
metropolitan areas throughout the United States. BCF specializes in direct sales
to numerous large-volume end-users, such as banks and governmental entities,
while Star Forms concentrates on sales to smaller businesses and individuals
through sales to numerous business forms distributors, paper merchants, office
product dealers, computer stores and other outlets.
LUMBER, STUMPAGE AND OTHER PRODUCTS
In connection with its primary business of manufacturing and distributing
various paper products and market pulp, the Company is engaged in several
business areas related to its primary business.
The Company currently owns or manages under lease approximately 4.0 million
acres of timberlands throughout eight states and Nova Scotia. Approximately 2.1
million acres of these timberlands were acquired in the GNP acquisition and are
located in the State of Maine. The Company also maintains two nurseries from
which it supplies seedlings to replace trees harvested from its timberlands,
generally planting three trees for each one that is cut.
The Company operates three sawmills that produce construction grade lumber.
The sawmill at Albertville, Alabama, produced 96.5 million board feet of lumber
in 1993. This lumber is sold in the southern and midwestern United States.
Mersey operates a small sawmill in Oak Hill, Nova Scotia, the products of which
are sold to customers in eastern Canada and the United Kingdom. The Oak Hill
sawmill produced 23.7 million board feet of lumber in 1993. The Pinkham Lumber
Company sawmill in Ashland, Maine, produced 72.5 million board feet of lumber in
1993, with the majority of this product sold to customers in New England.
RECYCLING CAPABILITY
The Company has focused its efforts in recent years on meeting the demand
for recycled content paper products, which provides an environmental benefit in
reducing solid waste landfill deposits and creates a marketing imperative for
publishers and other customers trying to meet recycled content standards.
The Company broke ground for its first recycling plant in 1990 at Calhoun,
Tennessee. The mill has been successful since its startup in 1991. Taking a
mixture of 70 percent used newspapers and 30 percent used magazines, the plant
utilizes advanced mechanical and chemical processes to produce high quality
pulp. When up to 20 percent of this mixture is combined with virgin fiber, the
resulting product is comparable in quality to paper produced with 100 percent
virgin fiber pulp. Substantial tonnages of recycled content paper have been made
available to newsprint customers, while increasing quantities of computer forms
papers that contain 20 percent post-consumer or comparable recycled fiber have
been shipped to the Company's communication papers group for conversion to
computer forms.
The first major project at GNP since the acquisition has been the
construction of a similar recycling plant to provide recycled fiber for
newsprint, directory papers and other groundwood papers at that location. When
this second facility reaches full production, expected in the fourth quarter of
1994, the Company will have a combined capacity to supply over 250,000 tons per
year of recycled fiber pulp to its paper mills.
COMPETITION
Newsprint and bleached softwood market pulp, two of the Company's principal
products, are consumed in virtually every country of the world and produced in
nearly all countries with adequate indigenous fiber sources. No proprietary
process is employed in either their manufacture or use. Newsprint and market
pulp from a variety of manufacturers may be used with relatively few process
changes to produce customer products. The Company faces intense competition in
these two products from a number of other producers in the United States and
from pulp and paper companies of Canada, Scandinavia and other forested
countries. In addition to price, quality, service, and the ability to produce
paper with recycled content are important competitive determinants.
Competition in the directory and groundwood specialty markets is intense.
The Company uses price, quality and service to compete with other producers.
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The coated paper market is also highly competitive. 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 supplier-customer relationships.
As with other globally manufactured and sold commodities, the Company's
competitive position is significantly affected by the volatility of currency
exchange rates. Since several of the Company's primary competitors are located
in Canada, Sweden and Finland, the relative rates of exchange between those
countries' currencies and the United States dollar can have a substantial effect
on the Company's ability to compete. Recently, the Company's competitive
position has been adversely affected by the relative strength of the United
States dollar against these currencies.
In addition, the degree to which the Company competes 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 could adversely affect
traditional print media, including products of the Company's customers; however,
neither the timing nor the extent of those trends can be predicted with
certainty. Industry reports indicate that the Company's 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 selected Company products) and cable television.
These customers are also facing a decline in newspaper readership, circulation
and advertising lineage. The Company does not believe that this is the case in
most overseas markets.
Part of the Company's competitive strategy is to be a low cost producer of
its products while maintaining strict quality standards and being responsive on
environmental issues. The Company believes that its large woodland base,
relative to its paper production, provides it with a competitive advantage in
controlling costs and that its two recycling facilities have further enhanced
its competitive position. The Company believes that the cost advantage of these
recycling facilities, as compared to the more traditional methods of paper
production, should continue until the price for wastepaper significantly rises.
The Company's competitive advantage in the communication papers market has
been to differentiate itself from others by developing new products, including
forms with recycled content, and by gaining the benefits of additional vertical
integration, using the capabilities of its paper mills. Paper is the primary
cost of this business, and the Company is moving toward providing more of BCPI's
paper needs internally to the extent consistent with customer product
requirements. The Company believes that, notwithstanding the increase in use of
business machines using higher grades of paper, customers that generate high
volumes of internal documents will continue to demand groundwood based
continuous stock computer forms.
RAW MATERIALS
The manufacture of pulp and paper requires significant amounts of wood and
energy. Approximately 2.9 million cords of wood were consumed by the Company
during 1993 for pulp and paper production. The Company harvests wood fiber from
Company-owned properties equal to approximately 50% of its total wood fiber
requirements with the balance of virgin wood requirements purchased, primarily
under contract, from local wood producers, private landowners and sawmills (in
the form of chips) at market prices. Wastepaper (in the form of old newspapers
and magazines) is purchased from suppliers in the regions of the Company's two
recycling plants. These suppliers collect, sort and bale the material before
selling it to the Company, primarily under long-term contracts.
Steam and electrical power are the primary forms of energy used in pulp and
paper production. Process steam is produced in boilers at the various mill sites
from a variety of fuel sources. In recent years, the Company has reduced its
dependence upon oil and natural gas by increasing its ability to burn wood
wastes and coal. Internally generated electrical power at the Calhoun and
Catawba facilities is used to supplement purchased electrical power. The GNP
operation is totally self-sufficient electrically with six hydroelectric
facilities located on the West Branch of the Penobscot River (containing 31
hydroelectric generators) and seven steam turbine generators located in the mill
power plants.
The Company operates its Maine hydroelectric facilities pursuant to
long-term licenses granted by the Federal Energy Regulatory Commission ("FERC")
or its predecessor, the Federal Power Commission. The existing licenses for
certain dams expired on December 31, 1993. The Company is currently engaged in
the multi-year relicensing process to obtain new
30-year licenses. The relicensing proceedings have not yet concluded; however,
annual extensions are expected to be granted while FERC proceeds with
preparation of an environmental impact statement now scheduled to be issued in
the third quarter of 1994. In connection with the relicensing process, various
groups have intervened and raised objections that are now being considered by
FERC. Although there can be no assurances, the Company believes that,
notwithstanding these objections, new
4
licenses will be issued and that such licenses will contain terms and conditions
that will allow the Company to maintain most of the benefits that are provided
under the existing licenses. In the interim period, the Company will continue to
operate under the existing licenses or such annual licenses as FERC issues prior
to the conclusion of the pending relicensing proceedings.
EMPLOYEES
The Company employs approximately 6,600 people, of whom approximately 4,300
are represented by bargaining units. The labor agreement at the Company's
Catawba mill, covering all of the plant's hourly employees, was recently
extended for four years beginning April 19, 1993. A 1991 labor contract at the
Calhoun mill with most of the plant's hourly employees lasts until July, 1996.
The labor contract covering all unionized employees at the Mersey mill has
been renewed as of April 30, 1993, and expires on April 30, 1998. Contracts
covering the large majority of unionized employees of GNP expire in August
1995. All plant facilities are situated in areas where an adequate labor
pool exists and relations with employees are considered good.
TRADEMARKS AND NAME
The Company currently possesses the exclusive worldwide right to use the
trademarked Company logo and, in the western hemisphere, the exclusive right to
use the trade name "Bowater". The Company considers these rights to be valuable
and necessary to the conduct of the Company's business.
ENVIRONMENTAL MATTERS
For a detailed explanation of the Company's environmental issues, see
"Environmental Matters" on page 14 of the Annual Report, incorporated herein by
reference.
The Company believes that its U.S. and Canadian operations are in
substantial compliance with all applicable federal and state 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, the Company believes that it will not be at a competitive
disadvantage with regard to meeting future U.S. or Canadian standards, and that
related expenditures and costs will not materially affect the Company's
financial position or results of operations.
The Company has taken positive action on the municipal solid waste issue by
constructing two recycle facilities at its Tennessee and Maine mills. See
"Recycling Capability" on page 3.
ITEM 2. PROPERTIES
Reference is made to the information set forth in Item 1, "Business", pages
6 to 8 and the back cover page of the Annual Report for the location and general
character of principal plants and other materially important properties of the
Company.
The Company owns all of its properties with the exception of certain
timberlands, office premises, manufacturing facilities and transportation
equipment which are leased by the Company under long-term leases. See
"Timberland Leases and Operating Leases" on page 26 of the Annual Report,
incorporated herein by reference.
ITEM 3. LEGAL PROCEEDINGS
In January 1994, the Company settled for an aggregate sum of approximately
$10.5 million all pending lawsuits naming the Company and other parties as
defendants in the State Circuit Courts of Hamilton County, Knox County and
McMinn County, Tennessee, and in the United States District Court for the
Eastern District of Tennessee, that claimed compensatory and punitive damages
for wrongful death, personal injury and/or property damage arising out of a
series of vehicular accidents that occurred on December 11, 1990, in fog on
Highway I-75, which passes in the general area of the Company's Calhoun,
Tennessee, mill property. The plaintiffs in these actions had sought to make the
Company liable on the theory that the mill's operations created the fog or
contributed to its density.
The Company's excess insurers reserved rights with respect to coverage of
the plaintiffs' claims on various grounds including their assertion that
coverage is not available for pollution claims, for consequences expected or
intended by the Company or for any punitive damages. On November 22, 1993, the
Company filed a complaint in the United States District Court for the Eastern
District of Tennessee against its first excess insurer, National Union Fire
Insurance Company, which seeks a declaratory judgment in favor of the Company on
the issues in dispute with that insurer.
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The settlements will be funded by the Company's insurance carriers,
subject, in the case of approximately $9.5 million funded by the Company's first
excess insurer, to subsequent determination of ultimate coverage responsibility
in the pending insurance coverage lawsuit. Although no assurance can be
provided, the Company believes that it should prevail on the insurance coverage
issue.
The Company is also involved in various litigation relating to contracts,
commercial disputes, tax, environmental, workers' compensation and other
matters. The Company's management is of the opinion that the ultimate
disposition of these matters will not have a material adverse effect on the
Company's operations or its financial condition taken as a whole.
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 1993.
EXECUTIVE OFFICERS OF THE REGISTRANT
The Company'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, or any arrangement or understanding between any officer and any
other person pursuant to which the officer was selected.
AGE AS OF SERVED AS
NAME MARCH 10, 1994 POSITION OFFICER SINCE
Anthony P. Gammie 59 Chairman of the Board and Chief Executive Officer 1979
Richard D. McDonough 62 Vice Chairman 1979*
John C. Davis 58 Senior Vice President -- Pulp and Paper Sales 1992
Robert C. Lancaster 47 Senior Vice President and Chief Financial Officer 1984
David E. McIntyre 53 Senior Vice President -- Pulp and Paper Manufacturing 1992
Robert J. Pascal 61 Senior Vice President of the Company, President of the Communication 1986
Papers Group
Donald J. D'Antuono 50 Vice President -- Corporate Development 1979
John P. Fucigna 62 Vice President -- Finance 1975
Robert D. Leahy 42 Vice President -- Corporate Relations 1993
David G. Maffucci 43 Vice President -- Treasurer 1992
Ecton R. Manning 56 Vice President -- General Counsel 1988
Robert A. Moran 49 Vice President -- Pulp and Paper Manufacturing Services 1992
Michael F. Nocito 38 Vice President -- Controller 1993
Aubrey S. Rogers 54 Vice President -- Information Services 1992
Wendy C. Shiba 43 Secretary and Assistant General Counsel 1993
Phillip A. Temple 53 Vice President -- Human Resources and Administration 1993
Anthony P. Gammie became Chairman of the Board in January 1985, and has
been Chief Executive Officer of the Company since January 1983. He was the
President from January 1983 to July 1, 1992. He was President of the Pulp and
Paper Group from August 1981 to December 1982, and Executive Vice President from
1979 to 1982. He was a director of Bowater plc until July 1984, and prior to
being transferred to the United States at the end of 1978, he was the Chairman
and Managing Director of Bowater United Kingdom Limited. He has been a director
of the Company since 1979. He is also a director of Alumax Inc. and The Bank of
New York.
Richard D. McDonough became Vice Chairman on July 1, 1992. He served as
Chief Financial Officer of the Company from March 1979 to June 1993 and as
Senior Vice President -- Finance from March 1979 to June 1992. He was formerly a
Vice President of the Singer Company, where he was employed from 1963 to 1979.
He has been a director of the Company since 1979.* Mr. McDonough also serves as
a director of Geo International, Inc.
John C. Davis became Senior Vice President -- Pulp and Paper Sales in
February 1994. Previously he was Vice President -- Pulp and Paper Sales since
July 1992 and Vice President -- Marketing of the Pulp and Paper Group and
President of Bowater Sales Division since 1983.
Robert C. Lancaster became Senior Vice President and Chief Financial
Officer on July 1, 1993. He was Senior Vice President -- Finance from July 1,
1992 to July 1, 1993. Prior to that he was Vice President -- Controller from
July 1984 to 1992. Previously he was Assistant Controller of ACF Industries
Incorporated from 1980 to 1984, and was a Senior Manager with Price Waterhouse,
where he was employed from 1968 to 1980.
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David E. McIntyre became Senior Vice President -- Pulp and Paper
Manufacturing in February 1994. Previously he was Vice President -- Pulp and
Paper Manufacturing since July 1992, Vice President -- Pulp and Paper
Manufacturing Services of the Company's Pulp and Paper Group from 1988 to 1992,
and Vice President-Manufacturing Services of the Pulp and Paper Group from 1986
to 1988.
Robert J. Pascal became Senior Vice President in February 1994. Previously
he was Vice President since December 1986 and President of the Communication
Papers Group since December 1990, prior to which he was General Manager of that
Group. He was Group Vice President of Pitney Bowes, Inc. from 1981 to 1986.
Donald J. D'Antuono was appointed Vice President -- Corporate Development
in September 1991. Previously he had been Vice President -- Investor Relations
since April 1984. He was Controller from 1977 to 1978, Treasurer of Mersey from
1978 to 1979 and Vice President-Controller of the Company from 1979 to 1984.
John P. Fucigna became Vice President -- Finance on July 1, 1992. Prior to
that he had been Vice President -- Treasurer since February 1982, and was
Treasurer from 1975 to January 1982.
Robert D. Leahy was appointed Vice President -- Corporate Relations in
March 1993. Previously he served as Director of Media Communications at
International Paper Company, (a paper products company), from November 1989 to
March 1993 where he was responsible for media, government, and investor
relations, as well as employee communications and advertising. Earlier he held
various senior level communications/public affairs positions in both corporate
and agency settings from 1980 through 1989, most recently as Vice President of
Corporate Communications for Endal Corporation, a metal products company, from
1987 to 1989.
David G. Maffucci has been Vice President -- Treasurer since July 1, 1993.
He served as Treasurer from July 1, 1992 to July 1, 1993. Prior to that he was
Director of Financial Planning and Accounting Operations since 1987 and served
as Assistant Controller since 1984.
Ecton R. Manning has been Vice President since March 1988 and General
Counsel since September 1988. Previously he was Vice President, General Counsel
and Secretary of U.S. Plywood Corporation from 1985 to 1987, and was Vice
President and General Counsel of Continental Forest Industries, Inc., where he
was employed from 1973 to 1984.
Robert A. Moran has been Vice President -- Pulp and Paper Manufacturing
Services since July 1, 1992. Prior to that he was Vice
President -- Manufacturing Services for the Pulp and Paper Group since 1991,
Director of Planning and Development for the Pulp and Paper Group from August
1988 to November 1991 and also served as Assistant General Manager of the
Company's Catawba, South Carolina, mill from April 1988 to August 1988.
Michael F. Nocito has been Vice President -- Controller since July 1, 1993.
He served as Controller of the Company's Southern Division from October 1, 1992
to July 1, 1993. Prior to this he served as Assistant Controller of the Southern
Division since 1988. Mr. Nocito joined the Company in 1978.
Aubrey S. Rogers has been Vice President -- Information Services since July
1, 1992. Prior to that he was Vice President -- Information Services of the Pulp
and Paper Group since 1990 and Assistant Controller-Director of Planning and
Information Services since 1989. He also served in various financial positions
of the Company for more than twenty years.
Wendy C. Shiba has been Secretary since July 28, 1993, and Assistant
General Counsel since June 1993. From January 1992 to June 1993, she was
Corporate Chair of the City of Philadelphia Law Department where she supervised
the work of forty-five attorneys, paralegals and secretaries and was Associate
Professor of Law from 1990 to 1993 and Assistant Professor of Law from 1985 to
1990 at Temple University School of Law where she taught subjects relating to
corporate law and served as a consultant in legal writing and corporate law.
Earlier she practiced corporate law in the private sector.
Phillip A. Temple has been Vice President -- Human Resources and
Administration since March 1993. Prior to that time he served as a consultant
for two years in the areas of human resources, compensation and benefits.
Previously he was Vice President -- Human Resources for the Sara Lee
Corporation, a diversified consumer products company, from 1983 to 1991.
* Except for the period March 1981 through December 1982.
7
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(a) The Company's Common Stock is listed on the New York Stock Exchange
(stock symbol BOW), U.S. regional exchanges, the London Stock Exchange and the
Swiss Stock Exchanges. Price information with respect to the Company's Common
Stock on page 28 of the Annual Report is incorporated herein by reference.
(b) As of March 10, 1994, there were approximately 7,150 holders of record
of the Company's Common Stock.
(c) The Company paid consecutive quarterly dividends of $.18 per common
share for the period October 1, 1984, to January 1, 1987. In 1987, the Board of
Directors announced two quarterly dividend increases. On January 8, 1987 the
quarterly dividend was increased to $.20 per common share effective with the
dividend payable on April 1, 1987. On November 18, 1987, the quarterly dividend
was again increased to $.23 per common share effective with the dividend payable
on January 1, 1988. On November 16, 1988, the quarterly dividend was increased
to $.28 per common share effective with the dividend payable on January 1, 1989.
On November 15, 1989, the quarterly dividend was increased to $.30 per common
share effective with the dividend payable January 1, 1990. On February 26, 1993,
the quarterly dividend was decreased to $.15 per common share effective with the
dividend payable April 1, 1993. The dividend of $.15 per share was also paid on
July 1 and October 1 of 1993.
Future declarations of dividends on the Company's Common Stock are
discretionary with the Board of Directors, and the declaration of any such
dividends will depend upon, among other things, the Company's earnings, capital
requirements and financial condition. Dividends on the Common Stock may not be
paid if there are any unpaid or undeclared accrued dividends on the Company's
outstanding preferred stock, which currently consists of the Company's LIBOR
Preferred Stock, Series A, the 7% PRIDES, Series B Convertible Preferred Stock,
and 8.40% Series C Cumulative Preferred Stock, and may include, upon the
occurrence of certain events, the Company's Junior Participating Preferred
Stock, Series A. At December 31, 1993, there were no arrearages on dividends
accrued on the Company's LIBOR Preferred Stock, Series A.
In addition, the Company's ability to pay dividends on any of its preferred
stock and on its Common Stock will depend on its maintaining adequate net worth
and compliance with the required ratio of total debt to total capital as defined
in and required by the Company's current credit agreement (the "Credit
Agreement"). The Credit Agreement requires the Company to maintain a minimum net
worth (generally defined therein as common shareholders' equity plus any
outstanding preferred stock) of $750 million. In addition, the Credit Agreement
imposes a maximum 60 percent ratio of total debt to total capital (defined
therein as total debt plus net worth). At December 31, 1993, the net worth of
the Company and the ratio of total debt to total capital were $806.9 million and
58 percent, respectively.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated herein by reference to "Financial and Operating Record"
appearing on pages 30 and 31 of the Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
Incorporated herein by reference to "Business and Financial Review"
appearing on pages 9 to 14 of the Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated herein by reference are the Consolidated Financial Statements,
including related notes, and the Independent Auditors' Report appearing on pages
15 through 29 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 the Company's directors is incorporated herein by
reference to the material under the heading "Election of
Directors -- Information on Nominees and Directors" in the Company's Proxy
Statement with respect to the Annual Meeting of Shareholders scheduled to be
held May 25, 1994, to be filed pursuant to Regulation 14A under the
8
Securities Exchange Act of 1934 (the "Proxy Statement"). Information regarding
the Company's executive officers is provided under the caption "Executive
Officers of the Registrant" on pages 6 and 7 of this Form 10-K. Information
regarding compliance with Section 16(a) of the Securities Exchange Act of 1934
is incorporated by reference to the material under the heading "Certain
Information Concerning Stock Ownership" in the Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference to the material under the headings
"Election of Directors -- Information on Nominees and Directors -- Director
Compensation", "Executive Compensation", "Human Resources and Compensation
Committee Report on Executive Compensation" and "Total Shareholder Return" in
the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning (1) any person or group known to the Company to be
the beneficial owner of more than five percent of the Company's voting stock,
and (2) ownership of the Company's equity securities by management, is
incorporated herein by reference to the material under the heading "Certain
Information Concerning Stock Ownership" in the Proxy Statement.
The Company knows of no arrangements that may result at a subsequent date
in a change of control of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference to the material under the heading
"Executive Compensation" 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 herein:
PAGE(S)
Consolidated Statement of Operations for Each of the Years in the Three Year Period Ended
December 31, 1993.................................................................................................. 15
Consolidated Balance Sheet at December 31, 1993 and 1992............................................................. 16
Consolidated Statement of Capital Accounts for Each of the Years in the Three Year Period Ended
December 31, 1993.................................................................................................. 17
Consolidated Statement of Cash Flows for Each of the Years in the Three Year Period Ended
December 31, 1993.................................................................................................. 18
Notes to Consolidated Financial Statements........................................................................... 19-28
Independent Auditors' Report......................................................................................... 29
(2) The following financial statement schedules for each of the years in
the three year period ended December 31, 1993 are submitted herewith:
PAGE
Schedule II -- Amounts Receivable from Related Parties and Underwriters, Promoters and Employees Other Than Related F-1
Parties
Schedule V -- Property, Plant and Equipment F-2
Schedule VI -- Accumulated Depreciation and Amortization of Property, Plant and Equipment F-3
Schedule VIII -- Valuation and Qualifying Accounts F-4
Schedule IX -- Short-term Borrowings F-5
Schedule X -- Supplementary Income Statement Information F-6
All other schedules are omitted because they are not applicable, not
required, or because the required information is included in the financial
statements or notes thereto.
9
(3) (a) Exhibits (numbered in accordance with Item 601 of Regulation S-K):
3.1 Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 4.2
to the Company's Registration Statement No. 33-51569).
3.2 Certificate of Designations of the 7% PRIDES, Series B Convertible Preferred Stock of the Company
(incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated February 1,
1994).
3.3 Certificate of Designations of the 8.40% Series C Cumulative Preferred Stock of the Company (incorporated
by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated February 1, 1994).
3.4 Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement
No. 33-11228).
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 the Company's
Registration Statement No. 2-93455).
4.2 Rights Agreement between the Company and Morgan Guaranty Trust Company of New York (incorporated by
reference to Exhibit 4 to the Company's Current Report on Form 8-K dated April 22, l986).
4.2.1 Addendum to Rights Agreement substituting The Bank of New York as successor Rights Agent (incorporated by
reference to Exhibit 4.5A to the Company's Annual Report on Form 10-K for 1988).
4.3 Indenture, dated as of August 1, l989, by and between the Company and Manufacturers Hanover Trust Company,
as Trustee, with respect to the 9% Debentures Due 2009 (incorporated by reference to Exhibit 4.0 to the
Company's Quarterly Report on Form 10-Q dated November 10, 1989).
4.4 Indenture, dated as of December 1, l991, by and between the Company and Marine Midland Bank, N.A., as
Trustee, with respect to the 9 3/8% Debentures Due 2021 (incorporated by reference to Exhibit 4.8 to the
Company's Annual Report on Form 10-K for 1991).
4.5 Indenture, dated as of December 1, l991, by and between the Company and Marine Midland Bank, N.A., as
Trustee, with respect to the 8 1/2% Notes Due 2001 (incorporated by reference to Exhibit 4.9 to the
Company's Annual Report on Form 10-K for 1991).
4.6 Indenture, dated as of October 15, l992, by and between the Company and The Chase Manhattan Bank (N.A.) as
Trustee, with respect to the 8 1/4% Notes Due 1991 (incorporated by reference to Exhibit 4.10 to the
Company's Annual Report on Form 10-K for 1992).
4.7 Indenture, dated as of October 15, l992, between the Company and The Chase Manhattan Bank (N.A.) as
Trustee, with respect to the 9 1/2% Debentures Due 2012 (incorporated by reference to Exhibit 4.11 to the
Company's Annual Report on Form 10-K for 1992).
4.8 Deposit Agreement, dated as of February 1, 1994, by and among the Company, Trust Company Bank, as
Depositary, and the holders from time to time of the Depositary Receipts relating to the Company's 7%
PRIDES, Series B Convertible Preferred Stock, together with form of Depositary Receipt (incorporated by
reference to Exhibit 4.3 to the Company's Current Report on Form 8-K dated February 1, 1994).
4.9 Deposit Agreement, dated as of February 1, 1994, by and among the Company, Trust Company Bank, as
Depositary, and the holders from time to time of the Depositary Receipts relating to the Company's 8.40%
Series C Cumulative Preferred Stock, together with form of Depositary Receipt (incorporated by reference
to Exhibit 4.4 to the Company's Current Report on Form 8-K dated February 1, 1994).
4.10 See Exhibits 3.1, 3.2, 3.3 and 3.4.
(dagger)10.1 Employment Agreement and Severance Agreement, each dated August 25, l988, by and between the Company and
A. P. Gammie (incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for
1988).
(dagger)10.1.1 Amendment to Employment Agreement and Amendment to Severance Agreement, each dated August 23, l989, by and
between the Company and A. P. Gammie (incorporated by reference to Exhibit 10.1A to the Company's Annual
Report on Form 10-K for 1989).
(dagger)10.1.2 Supplemental Benefits Conversion Agreement, dated as of November 14, 1990, by and between the Company and
A. P. Gammie (incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for
1990).
(dagger)10.2 Employment Agreement and Severance Agreement, each dated August 25, l988, by and between the Company and
D. G. McMaster (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for
1988).
10
(dagger)10.2.1 Amendment to Employment Agreement and Amendment to Severance Agreement, each dated August 23, l989, by and
between the Company and D. G. McMaster (incorporated by reference to Exhibit 10.2A to the Company's Annual
Report on Form 10-K for 1989).
(dagger)10.2.2* Modification of Employment Agreement, Termination of Severance Agreement and Release of Claims dated
November 1, 1993, by and between the Company and D. G. McMaster.
(dagger)10.3 Employment Agreement and Severance Agreement, each dated March 1, 1989, by and between the Company and R.
D. McDonough (incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K for
1988).
(dagger)10.3.1 Amendment to Employment Agreement and Amendment to Severance Agreement, each dated August 23, 1989, by and
between the Company and R. D. McDonough (incorporated by reference to Exhibit 10.3A to the Company's
Annual Report on Form 10-K for 1989).
(dagger)10.3.2* Modification of Employment and Severance Agreements dated as of April 21, 1992, by and between the Company
and R. D. McDonough.
(dagger)10.4* Form of Employment Agreement and Severance Agreement, by and between the Company and each of the executive
officers listed on the schedule attached thereto.
(dagger)10.5 Employment Agreement and Severance Agreement, each dated August 25, 1988, by and between the Company and
D. E. McIntyre (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for
1991).
(dagger)10.5.1 Amendment to Employment Agreement and Amendment to Severance Agreement, each dated August 23, l989, by and
between the Company and D. E. McIntyre (incorporated by reference to Exhibit 10.24 to the Company's Annual
Report on Form 10-K for 1991).
(dagger)10.6* Employment Agreement and Severance Agreement, each dated as of May 20, 1993, by and between the Company
and Robert J. Pascal.
(dagger)10.7* Employment Agreement and Severance Agreement, each dated as of August 25, 1988, by and between the Company
and Donald J. D'Antuono.
(dagger)10.7.1* Amendment to Employment Agreement and Amendment to Severance Agreement, each dated as of August 23, 1989,
by and between the Company and Donald J. D'Antuono.
(dagger)10.8* Employment Agreement and Severance Agreement, each dated as of August 25, 1988, by and between the Company
and John C. Davis.
(dagger)10.8.1* Amendment to Employment Agreement and Amendment to Severance Agreement, each dated as of August 23, 1989,
by and between the Company and John C. Davis.
(dagger)10.9* Employment Agreement and Severance Agreement, each dated as of August 25, 1988, by and between the Company
and Ecton R. Manning.
(dagger)10.9.1* Amendment to Employment Agreement and Amendment to Severance Agreement, each dated as of August 23, 1989,
by and between the Company and Ecton R. Manning.
(dagger)10.9.2* Modification of Employment and Severance Agreements dated as of June 11, 1992, by and between the Company
and Ecton R. Manning.
(dagger)10.10* Employment Agreement and Severance Agreement, each dated as of August 25, 1988, by and between the Company
and John P. Fucigna.
(dagger)10.10.1* Amendment to Employment Agreement and Amendment to Severance Agreement, each dated as of August 23, 1989,
by and between the Company and John P. Fucigna.
(dagger)10.10.2* Modification of Employment and Severance Agreements dated as of May 26, 1992, by and between the Company
and John P. Fucigna.
(dagger)10.11* Employment Agreement and Severance Agreement, each dated as of March 15, 1993, by and between the Company
and Phillip A. Temple.
(dagger)10.12 Supplemental Benefit Plan of the Company as revised and restated as of August 22, 1990 (incorporated by
reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for 1990).
(dagger)10.13 Supplementary Executive Medical Plan of the Company (incorporated by reference to Exhibit 10.7 to the
Company's Registration Statement No. 2-90172).
(dagger)10.14 Compensatory Benefits Plan of the Company as revised and restated as of April 30, 1991 (incorporated by
reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for 1991).
(dagger)10.15 Annual Bonus Plan of the Company (incorporated by reference to Exhibit 10.9 to the Company's Registration
Statement No. 2-90172).
(dagger)10.16 1984 Stock Option Plan of the Company (incorporated by reference to Exhibit 10.10 to the Company's
Registration Statement No. 2-90172).
(dagger)10.17 Amendment effective January 1, 1987 to the 1984 Stock Option Plan of the Company (incorporated by
reference to Exhibit 10.10A to the Company's Registration Statement No. 33-112228).
(dagger)10.18 Amendment to 1984 Stock Option Plan of the Company, dated as of August 23, l989 (incorporated by reference
to Exhibit 10.1B to the Company's Annual Report on Form 10-K for 1989).
11
10.19 Restated Agreement, dated as of January 1, 1991, by and among the Company, Advance Publications, Inc. and
Calhoun Newsprint Company (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on
Form 10-K for 1990).
10.19.1* Recycle Agreement, dated as of January 1, 1991, by and among the Company, Advance Publications, Inc., and
Calhoun Newsprint Company.
10.20 Agreement, dated as of February 21, 1963, by and between Bowater Canadian Limited and the Washington Post
Company (incorporated by reference to Exhibit 10.12 to the Company's Registration Statement No. 2-90172).
10.21 Licensing Agreement dated as of December 30, 1976, as amended, between the Company and Bowater Industries
plc (incorporated by reference to Exhibit 10.13 to the Company's Registration Statement No. 2-90172).
(dagger)10.22 Directors' Deferred Compensation Plan, effective March 1, 1989 (incorporated by reference to Exhibit 10.14
to the Company's Annual Report on Form 10-K for 1989).
10.23 Trademark Agreement, dated May 8, 1984, between the Company and Bowater Corporation plc (incorporated by
reference to Exhibit 10.17 to the Company's Registration Statement No. 2-90172).
(dagger)10.24 1988 Stock Incentive Plan of the Company (incorporated by reference to the Company's Proxy Statement for
1988).
(dagger)10.24.1 Amendment to 1988 Stock Incentive Plan of the Company, dated as of August 23, 1989 (incorporated by
reference to Exhibit 10.16A to the Company's Annual Report on Form 10-K for 1989).
(dagger)10.25 Benefit Plan Grantor Trust of the Company as of May 20, 1988 (incorporated by reference to Exhibit 10.17
to the Company's Annual Report on Form 10-K for 1989).
(dagger)10.25.1 Amendment to Benefit Plan Grantor Trust, dated as of August 23, 1989 (incorporated by reference to Exhibit
10.17A to the Company's Annual Report on Form 10-K for 1989).
(dagger)10.26 Executive Severance Grantor Trust of the Company, dated as of September 1, 1989 (incorporated by reference
to Exhibit 10.18 to the Company's Annual Report on Form 10-K for 1989).
(dagger)10.27 Outside Directors Benefit Plan Grantor Trust of the Company, dated as of September 5, 1989 (incorporated
by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for 1989).
(dagger)10.28 Benefits Equalization Plan, dated as of August 22, 1990 (incorporated by reference to Exhibit 10.20 to the
Company's Annual Report on Form 10-K for 1990).
10.29 Stock Purchase Agreement, dated October 9, 1991, by and between the Company and Great Northern Nekoosa
Corporation (incorporated by reference to Exhibit 10 to the Company's Quarterly Report on Form 10-Q dated
November 12, 1991).
(dagger)10.30 1992 Stock Incentive Plan (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on
Form 10-K for 1991).
(dagger)10.31 Long-Term Cash Incentive Plan (incorporated by reference to Exhibit 10.24 to the Company's Annual Report
on Form 10-K for 1992).
10.32 Credit Agreement, dated as of December 8, 1992, between the Company, each of the banks party thereto (the
"Banks") and The Chase Manhattan Bank (N.A.) as agent for the Banks, providing for a lending facility up
to $250,000,000 (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K
for 1992).
10.32.1* Amendment No. 1, dated as of December 20, 1993, to Credit Agreement by and between the Company, each of
the banks party thereto (the "Banks"), and The Chase Manhattan Bank (N.A.) as agent for the Banks.
10.33 Purchase Agreement and Pricing Agreement, each dated as of February 1, 1994, by and among the Company,
Merrill Lynch & Co. and Salomon Brothers Inc as representatives of the several underwriters with respect
to the Company's 7% PRIDES, Series B Convertible Preferred Stock (incorporated by reference to Exhibit 1.1
to the Company's Current Report on Form 8-K dated February 1, 1994).
10.34 Purchase Agreement and Pricing Agreement, each dated as of February 1, 1994, by and among the Company and
the Representatives of the several underwriters listed therein with respect to the Company's 8.40% Series
C Cumulative Preferred Stock (incorporated by reference to Exhibit 1.2 to the Company's Current Report on
Form 8-K dated February 1, 1994).
13.1* Copy of the Company's 1993 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 (incorporated by reference to Exhibit 22.1 to the Company's Annual Report
on Form 10-K for 1992).
23.1* Consent of Independent Auditors.
12
* Filed herewith
(dagger) 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) The response to this portion of Item 14 is submitted as a separate
section of this report.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BOWATER INCORPORATED
By: /s/ A. P. Gammie
A. P. GAMMIE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Date: March 29, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities indicated, on March 29, 1994.
SIGNATURE TITLE
/s/ A. P. GAMMIE Director, Chairman and Chief Executive Officer
A. P. GAMMIE
/s/ R. D. MCDONOUGH Director and Vice Chairman
R. D. MCDONOUGH
/s/ R. C. LANCASTER Senior Vice President and Chief Financial Officer
R. C. LANCASTER
/s/ M. F. NOCITO Vice President-Controller
M. F. NOCITO
/s/ F. J. AGUILAR Director
F. J. AGUILAR
/s/ H. D. AYCOCK Director
H. D. AYCOCK
/s/ R. BARTH Director
R. BARTH
/s/ K. M. CURTIS Director
K. M. CURTIS
/s/ R. LASTER Director
R. LASTER
/s/ H. G. MACNEILL Director
H. G. MACNEILL
14
SIGNATURE TITLE
/s/ D. R. MELVILLE Director
D. R. MELVILLE
/s/ J. A. ROLLS Director
J. A. ROLLS
/s/ J. WHITE Director
J. WHITE
15
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Bowater Incorporated:
Under the date of February 11, 1994, we reported on the consolidated
balance sheets of Bowater Incorporated and Subsidiaries as of December 31, 1993
and 1992, 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, 1993, as contained in the 1993 Annual Report to Shareholders. These
consolidated financial statements and our report thereon are incorporated by
reference in the annual report on Form 10-K for the year 1993. In connection
with our audits of the aforementioned consolidated financial statements, we also
have audited the related financial statement schedules as listed in the
accompanying index [Item 14(a)(2)]. These financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statement schedules based on our audits.
In our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.
Greenville, South Carolina
February 11, 1994
BOWATER INCORPORATED AND SUBSIDIARIES
SCHEDULE II
AMOUNTS RECEIVABLE FROM RELATED PARTIES
AND UNDERWRITERS, PROMOTERS,
AND EMPLOYEES OTHER THAN RELATED PARTIES
YEARS ENDED DECEMBER 31, 1993, 1992, 1991
(IN THOUSANDS)
BALANCE
AT
BEGINNING AMOUNTS CHARGED TO
OF YEAR ADDITIONS COLLECTED EXPENSES
Year ended December 31, 1993
Mr. Blanchard..................................................... $-- $ 124 $ 31 $ 13
Mr. Duffy......................................................... 150 116 184 --
Mr. Gregory....................................................... 240 -- 240 --
$ 390 $ 240 $ 455 $ 13
Year ended December 31, 1992
Mr. Duffy......................................................... $-- $ 150 $-- $ --
Mr. Gregory....................................................... -- 240 -- --
Mr. & Mrs. Jamian................................................. 179 -- 179 --
$ 179 $ 390 $ 179 $ --
Year ended December 31, 1991
Mr. Etheridge..................................................... $ 141 $-- $ 113 $ 28
Mr. & Mrs. Jamian................................................. -- 179 -- --
$ 141 $ 179 $ 113 $ 28
BALANCE AT
END OF
YEAR
Year ended December 31, 1993
Mr. Blanchard..................................................... $ 80
Mr. Duffy......................................................... 82
Mr. Gregory....................................................... --
$162
Year ended December 31, 1992
Mr. Duffy......................................................... $150
Mr. Gregory....................................................... 240
Mr. & Mrs. Jamian................................................. --
$390
Year ended December 31, 1991
Mr. Etheridge..................................................... -$-
Mr. & Mrs. Jamian................................................. 179
$179
F-1
BOWATER INCORPORATED AND SUBSIDIARIES
SCHEDULE V
PROPERTY, PLANT AND EQUIPMENT
YEARS ENDED DECEMBER 31, 1993, 1992, 1991
(IN THOUSANDS)
BALANCE AT FOREIGN BALANCE AT
BEGINNING ADDITIONS CURRENCY OTHER INCREASE END OF
OF YEAR AT COST RETIREMENTS TRANSLATION (DECREASE) (2) YEAR
Year ended December 31, 1993
Land and land improvements............ $ 30,109 $ 306 $ (276) $ (27) $ -- $ 30,112
Buildings............................. 283,350 8,626 (3,153) (1,794) -- 287,029
Machinery and equipment............... 2,380,370 91,859 (13,573) (10,097) -- 2,448,559
Leasehold improvements................ 4,663 373 (91) -- -- 4,945
Construction in progress.............. 52,988 (22,038)(1) -- -- -- 30,950
Total.............................. $2,751,480 $ 79,126 $ (17,093) $ (11,918) $ -- $2,801,595
Year ended December 31, 1992
Land and land improvements............ $ 19,980 $ 118 $ (66) $ (53) $ 10,130 $ 30,109
Buildings............................. 259,260 5,739 (1,680) (4,023) 24,054 283,350
Machinery and equipment............... 2,386,636 53,827 (38,985) (23,234) 2,126 2,380,370
Leasehold improvements................ 4,600 107 (44) -- -- 4,663
Construction in progress.............. 22,256 31,211(1) (243) -- (236) 52,988
Total.............................. $2,692,732 $ 91,002 $ (41,018) $ (27,310) $ 36,074 $2,751,480
Year ended December 31, 1991
Land and land improvements............ $ 15,674 $ 438 $ (102) $ 2 $ 3,968 $ 19,980
Buildings............................. 218,280 14,021 (273) 137 27,095 259,260
Machinery and equipment............... 2,035,221 156,168 (4,533) 886 198,894 2,386,636
Leasehold improvements................ 4,496 172 (68) -- -- 4,600
Construction in progress.............. 59,443 (39,434)(1) -- -- 2,247 22,256
Total.............................. $2,333,114 $ 131,365 $ (4,976) $ 1,025 $232,204 $2,692,732
(1) Net of completed construction transferred to other property accounts.
(2) Assets of GNP, acquired December 31, 1991.
F-2
BOWATER INCORPORATED AND SUBSIDIARIES
SCHEDULE VI
ACCUMULATED DEPRECIATION AND AMORTIZATION OF
PROPERTY, PLANT AND EQUIPMENT
YEARS ENDED DECEMBER 31, 1993, 1992, 1991
(IN THOUSANDS)
BALANCE CHARGED
AT TO COSTS FOREIGN
BEGINNING AND CURRENCY OTHER INCREASE
OF YEAR EXPENSES RETIREMENTS TRANSLATION (DECREASE) (1)
Year ended December 31, 1993
Land and land improvements................. $ 9,377 $ 1,713 $ -- $ -- $ --
Buildings.................................. 75,133 8,066 (1,068) (752) (282)
Machinery and equipment.................... 841,775 139,395 (13,141) (3,728) (9,396)
Leasehold improvements..................... 3,471 313 -- -- --
Total................................... $ 929,756 $ 149,487 $ (14,209) $(4,480) $ (9,678)
Year ended December 31, 1992
Land and land improvements................. $ 7,761 $ 1,616 $ -- $ -- $ --
Buildings.................................. 70,005 9,069 (1,608) (1,582) (751)
Machinery and equipment.................... 752,811 137,631 (26,745) (7,468) (14,454)
Leasehold improvements..................... 3,322 154 (5) -- --
Total................................... $ 833,899 $ 148,470 $ (28,358) $(9,050) $(15,205)
Year ended December 31, 1991
Land and land improvements................. $ 7,121 $ 640 $ -- $ -- $ --
Buildings.................................. 63,861 6,774 (201) 47 (476)
Machinery and equipment.................... 654,555 114,006 (4,123) 164 (11,791)
Leasehold improvements..................... 2,893 443 (14) -- --
Total................................... $ 728,430 $ 121,863 $ (4,338) $ 211 $(12,267)
BALANCE AT
END OF
YEAR
Year ended December 31, 1993
Land and land improvements................. $ 11,090
Buildings.................................. 81,097
Machinery and equipment.................... 954,905
Leasehold improvements..................... 3,784
Total................................... $1,050,876
Year ended December 31, 1992
Land and land improvements................. $ 9,377
Buildings.................................. 75,133
Machinery and equipment.................... 841,775
Leasehold improvements..................... 3,471
Total................................... $ 929,756
Year ended December 31, 1991
Land and land improvements................. $ 7,761
Buildings.................................. 70,005
Machinery and equipment.................... 752,811
Leasehold improvements..................... 3,322
Total................................... $ 833,899
(1) Component replacements charged to accumulated depreciation.
F-3
BOWATER INCORPORATED AND SUBSIDIARIES
SCHEDULE VIII
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1993, 1992, 1991
(IN THOUSANDS)
BALANCE
AT CHARGED TO
BEGINNING COST AND
OF YEAR EXPENSES ADDITIONS DEDUCTIONS (1)
Year ended December 31, 1993
Allowance for doubtful accounts.............................. 1$,698... $565 $ -- $ (596)
Deferred tax asset valuation allowance....................... $ -- -$- $ 1,740 $ --
Year ended December 31, 1992
Allowance for doubtful accounts.............................. $ 1,131 $395 $ 894 $ (722)
Year ended December 31, 1991
Allowance for doubtful accounts.............................. $ 1,918 $862 $ -- $ (1,649)
BALANCE AT
END OF
YEAR
Year ended December 31, 1993
Allowance for doubtful accounts.............................. $1,667
Deferred tax asset valuation allowance....................... $1,740
Year ended December 31, 1992
Allowance for doubtful accounts.............................. $1,698
Year ended December 31, 1991
Allowance for doubtful accounts.............................. $1,131
(1) Consists primarily of accounts deemed to be uncollectible.
F-4
BOWATER INCORPORATED AND SUBSIDIARIES
SCHEDULE IX
SHORT-TERM BORROWINGS
YEARS ENDED DECEMBER 31, 1993, 1992, 1991
(IN THOUSANDS EXCEPT PERCENTAGES)
WEIGHTED MAXIMUM AVERAGE
AVERAGE AMOUNT AMOUNT
BALANCE AT INTEREST OUTSTANDING OUTSTANDING
END OF RATE AT END DURING THE DURING THE
YEAR (1) OF YEAR YEAR (2) YEAR (3)
Year ended December 31, 1993
Revolver Credit and Commercial Paper...................... $ -- $-- $ -- $ --
Year ended December 31, 1992
Revolver Credit and Commercial Paper...................... $ -- $-- $ 165,249 $ 106,589
Year ended December 31, 1991
Revolver Credit and Commercial Paper...................... $ 56,611 5.4% $ 150,392 $ 122,189
WEIGHTED
AVERAGE
INTEREST
RATE DURING
THE YEAR
(4)
Year ended December 31, 1993
Revolver Credit and Commercial Paper...................... $--
Year ended December 31, 1992
Revolver Credit and Commercial Paper...................... 3.4%
Year ended December 31, 1991
Revolver Credit and Commercial Paper...................... 6.7%
(1) Represents borrowings under available facilities.
(2) Represents maximum amount outstanding at any month end during each year.
(3) Average amount of short-term borrowings is determined by using the average
of month end outstanding balances.
(4) Weighted average interest rate computed by dividing short-term interest
expense by average short-term borrowings.
F-5
BOWATER INCORPORATED AND SUBSIDIARIES
SCHEDULE X
SUPPLEMENTARY INCOME STATEMENT INFORMATION
YEARS ENDED DECEMBER 31, 1993, 1992, 1991
(IN THOUSANDS)
1993 1992 1991
Maintenance and repairs.................................................................. $166,417 $168,302 $101,396
Taxes, other than payroll and income taxes............................................... $ 26,871 $ 28,252 $ 18,010
NOTE: Depreciation and amortization of intangible assets, royalties and
advertising costs are not presented since each such item does not exceed
one percent of consolidated net sales as shown on the accompanying
Consolidated Statement of Operations.
F-6
EXHIBIT INDEX
Exhibit
Number Description
3.1 Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 4.2
to the Company's Registration Statement No. 33-51569).
3.2 Certificate of Designations of the 7% PRIDES, Series B Convertible Preferred Stock of the Company
(incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated February 1,
1994).
3.3 Certificate of Designations of the 8.40% Series C Cumulative Preferred Stock of the Company (incorporated
by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated February 1, 1994).
3.4 Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement
No. 33-11228).
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 the Company's
Registration Statement No. 2-93455).
4.2 Rights Agreement between the Company and Morgan Guaranty Trust Company of New York (incorporated by
reference to Exhibit 4 to the Company's Current Report on Form 8-K dated April 22, l986).
4.2.1 Addendum to Rights Agreement substituting The Bank of New York as successor Rights Agent (incorporated by
reference to Exhibit 4.5A to the Company's Annual Report on Form 10-K for 1988).
4.3 Indenture, dated as of August 1, l989, by and between the Company and Manufacturers Hanover Trust Company,
as Trustee, with respect to the 9% Debentures Due 2009 (incorporated by reference to Exhibit 4.0 to the
Company's Quarterly Report on Form 10-Q dated November 10, 1989).
4.4 Indenture, dated as of December 1, l991, by and between the Company and Marine Midland Bank, N.A., as
Trustee, with respect to the 9 3/8% Debentures Due 2021 (incorporated by reference to Exhibit 4.8 to the
Company's Annual Report on Form 10-K for 1991).
4.5 Indenture, dated as of December 1, l991, by and between the Company and Marine Midland Bank, N.A., as
Trustee, with respect to the 8 1/2% Notes Due 2001 (incorporated by reference to Exhibit 4.9 to the
Company's Annual Report on Form 10-K for 1991).
4.6 Indenture, dated as of October 15, l992, by and between the Company and The Chase Manhattan Bank (N.A.) as
Trustee, with respect to the 8 1/4% Notes Due 1991 (incorporated by reference to Exhibit 4.10 to the
Company's Annual Report on Form 10-K for 1992).
4.7 Indenture, dated as of October 15, l992, between the Company and The Chase Manhattan Bank (N.A.) as
Trustee, with respect to the 9 1/2% Debentures Due 2012 (incorporated by reference to Exhibit 4.11 to the
Company's Annual Report on Form 10-K for 1992).
4.8 Deposit Agreement, dated as of February 1, 1994, by and among the Company, Trust Company Bank, as
Depositary, and the holders from time to time of the Depositary Receipts relating to the Company's 7%
PRIDES, Series B Convertible Preferred Stock, together with form of Depositary Receipt (incorporated by
reference to Exhibit 4.3 to the Company's Current Report on Form 8-K dated February 1, 1994).
4.9 Deposit Agreement, dated as of February 1, 1994, by and among the Company, Trust Company Bank, as
Depositary, and the holders from time to time of the Depositary Receipts relating to the Company's 8.40%
Series C Cumulative Preferred Stock, together with form of Depositary Receipt (incorporated by reference
to Exhibit 4.4 to the Company's Current Report on Form 8-K dated February 1, 1994).
4.10 See Exhibits 3.1, 3.2, 3.3 and 3.4.
(dagger)10.1 Employment Agreement and Severance Agreement, each dated August 25, l988, by and between the Company and
A. P. Gammie (incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for
1988).
(dagger)10.1.1 Amendment to Employment Agreement and Amendment to Severance Agreement, each dated August 23, l989, by and
between the Company and A. P. Gammie (incorporated by reference to Exhibit 10.1A to the Company's Annual
Report on Form 10-K for 1989).
(dagger)10.1.2 Supplemental Benefits Conversion Agreement, dated as of November 14, 1990, by and between the Company and
A. P. Gammie (incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for
1990).
(dagger)10.2 Employment Agreement and Severance Agreement, each dated August 25, l988, by and between the Company and
D. G. McMaster (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for
1988).
(dagger)10.2.1 Amendment to Employment Agreement and Amendment to Severance Agreement, each dated August 23, l989, by and
between the Company and D. G. McMaster (incorporated by reference to Exhibit 10.2A to the Company's Annual
Report on Form 10-K for 1989).
(dagger)10.2.2* Modification of Employment Agreement, Termination of Severance Agreement and Release of Claims dated
November 1, 1993, by and between the Company and D. G. McMaster.
(dagger)10.3 Employment Agreement and Severance Agreement, each dated March 1, 1989, by and between the Company and R.
D. McDonough (incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K for
1988).
(dagger)10.3.1 Amendment to Employment Agreement and Amendment to Severance Agreement, each dated August 23, 1989, by and
between the Company and R. D. McDonough (incorporated by reference to Exhibit 10.3A to the Company's
Annual Report on Form 10-K for 1989).
(dagger)10.3.2* Modification of Employment and Severance Agreements dated as of April 21, 1992, by and between the Company
and R. D. McDonough.
(dagger)10.4* Form of Employment Agreement and Severance Agreement, by and between the Company and each of the executive
officers listed on the schedule attached thereto.
(dagger)10.5 Employment Agreement and Severance Agreement, each dated August 25, 1988, by and between the Company and
D. E. McIntyre (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for
1991).
(dagger)10.5.1 Amendment to Employment Agreement and Amendment to Severance Agreement, each dated August 23, l989, by and
between the Company and D. E. McIntyre (incorporated by reference to Exhibit 10.24 to the Company's Annual
Report on Form 10-K for 1991).
(dagger)10.6* Employment Agreement and Severance Agreement, each dated as of May 20, 1993, by and between the Company
and Robert J. Pascal.
(dagger)10.7* Employment Agreement and Severance Agreement, each dated as of August 25, 1988, by and between the Company
and Donald J. D'Antuono.
(dagger)10.7.1* Amendment to Employment Agreement and Amendment to Severance Agreement, each dated as of August 23, 1989,
by and between the Company and Donald J. D'Antuono.
(dagger)10.8* Employment Agreement and Severance Agreement, each dated as of August 25, 1988, by and between the Company
and John C. Davis.
(dagger)10.8.1* Amendment to Employment Agreement and Amendment to Severance Agreement, each dated as of August 23, 1989,
by and between the Company and John C. Davis.
(dagger)10.9* Employment Agreement and Severance Agreement, each dated as of August 25, 1988, by and between the Company
and Ecton R. Manning.
(dagger)10.9.1* Amendment to Employment Agreement and Amendment to Severance Agreement, each dated as of August 23, 1989,
by and between the Company and Ecton R. Manning.
(dagger)10.9.2* Modification of Employment and Severance Agreements dated as of June 11, 1992, by and between the Company
and Ecton R. Manning.
(dagger)10.10* Employment Agreement and Severance Agreement, each dated as of August 25, 1988, by and between the Company
and John P. Fucigna.
(dagger)10.10.1* Amendment to Employment Agreement and Amendment to Severance Agreement, each dated as of August 23, 1989,
by and between the Company and John P. Fucigna.
(dagger)10.10.2* Modification of Employment and Severance Agreements dated as of May 26, 1992, by and between the Company
and John P. Fucigna.
(dagger)10.11* Employment Agreement and Severance Agreement, each dated as of March 15, 1993, by and between the Company
and Phillip A. Temple.
(dagger)10.12 Supplemental Benefit Plan of the Company as revised and restated as of August 22, 1990 (incorporated by
reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for 1990).
(dagger)10.13 Supplementary Executive Medical Plan of the Company (incorporated by reference to Exhibit 10.7 to the
Company's Registration Statement No. 2-90172).
(dagger)10.14 Compensatory Benefits Plan of the Company as revised and restated as of April 30, 1991 (incorporated by
reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for 1991).
(dagger)10.15 Annual Bonus Plan of the Company (incorporated by reference to Exhibit 10.9 to the Company's Registration
Statement No. 2-90172).
(dagger)10.16 1984 Stock Option Plan of the Company (incorporated by reference to Exhibit 10.10 to the Company's
Registration Statement No. 2-90172).
(dagger)10.17 Amendment effective January 1, 1987 to the 1984 Stock Option Plan of the Company (incorporated by
reference to Exhibit 10.10A to the Company's Registration Statement No. 33-112228).
(dagger)10.18 Amendment to 1984 Stock Option Plan of the Company, dated as of August 23, l989 (incorporated by reference
to Exhibit 10.1B to the Company's Annual Report on Form 10-K for 1989).
10.19 Restated Agreement, dated as of January 1, 1991, by and among the Company, Advance Publications, Inc. and
Calhoun Newsprint Company (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on
Form 10-K for 1990).
10.19.1* Recycle Agreement, dated as of January 1, 1991, by and among the Company, Advance Publications, Inc., and
Calhoun Newsprint Company.
10.20 Agreement, dated as of February 21, 1963, by and between Bowater Canadian Limited and the Washington Post
Company (incorporated by reference to Exhibit 10.12 to the Company's Registration Statement No. 2-90172).
10.21 Licensing Agreement dated as of December 30, 1976, as amended, between the Company and Bowater Industries
plc (incorporated by reference to Exhibit 10.13 to the Company's Registration Statement No. 2-90172).
(dagger)10.22 Directors' Deferred Compensation Plan, effective March 1, 1989 (incorporated by reference to Exhibit 10.14
to the Company's Annual Report on Form 10-K for 1989).
10.23 Trademark Agreement, dated May 8, 1984, between the Company and Bowater Corporation plc (incorporated by
reference to Exhibit 10.17 to the Company's Registration Statement No. 2-90172).
(dagger)10.24 1988 Stock Incentive Plan of the Company (incorporated by reference to the Company's Proxy Statement for
1988).
(dagger)10.24.1 Amendment to 1988 Stock Incentive Plan of the Company, dated as of August 23, 1989 (incorporated by
reference to Exhibit 10.16A to the Company's Annual Report on Form 10-K for 1989).
(dagger)10.25 Benefit Plan Grantor Trust of the Company as of May 20, 1988 (incorporated by reference to Exhibit 10.17
to the Company's Annual Report on Form 10-K for 1989).
(dagger)10.25.1 Amendment to Benefit Plan Grantor Trust, dated as of August 23, 1989 (incorporated by reference to Exhibit
10.17A to the Company's Annual Report on Form 10-K for 1989).
(dagger)10.26 Executive Severance Grantor Trust of the Company, dated as of September 1, 1989 (incorporated by reference
to Exhibit 10.18 to the Company's Annual Report on Form 10-K for 1989).
(dagger)10.27 Outside Directors Benefit Plan Grantor Trust of the Company, dated as of September 5, 1989 (incorporated
by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for 1989).
(dagger)10.28 Benefits Equalization Plan, dated as of August 22, 1990 (incorporated by reference to Exhibit 10.20 to the
Company's Annual Report on Form 10-K for 1990).
10.29 Stock Purchase Agreement, dated October 9, 1991, by and between the Company and Great Northern Nekoosa
Corporation (incorporated by reference to Exhibit 10 to the Company's Quarterly Report on Form 10-Q dated
November 12, 1991).
(dagger)10.30 1992 Stock Incentive Plan (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on
Form 10-K for 1991).
(dagger)10.31 Long-Term Cash Incentive Plan (incorporated by reference to Exhibit 10.24 to the Company's Annual Report
on Form 10-K for 1992).
10.32 Credit Agreement, dated as of December 8, 1992, between the Company, each of the banks party thereto (the
"Banks") and The Chase Manhattan Bank (N.A.) as agent for the Banks, providing for a lending facility up
to $250,000,000 (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K
for 1992).
10.32.1* Amendment No. 1, dated as of December 20, 1993, to Credit Agreement by and between the Company, each of
the banks party thereto (the "Banks"), and The Chase Manhattan Bank (N.A.) as agent for the Banks.
10.33 Purchase Agreement and Pricing Agreement, each dated as of February 1, 1994, by and among the Company,
Merrill Lynch & Co. and Salomon Brothers Inc as representatives of the several underwriters with respect
to the Company's 7% PRIDES, Series B Convertible Preferred Stock (incorporated by reference to Exhibit 1.1
to the Company's Current Report on Form 8-K dated February 1, 1994).
10.34 Purchase Agreement and Pricing Agreement, each dated as of February 1, 1994, by and among the Company and
the Representatives of the several underwriters listed therein with respect to the Company's 8.40% Series
C Cumulative Preferred Stock (incorporated by reference to Exhibit 1.2 to the Company's Current Report on
Form 8-K dated February 1, 1994).
13.1* Copy of the Company's 1993 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 (incorporated by reference to Exhibit 22.1 to the Company's Annual Report
on Form 10-K for 1992).
23.1* Consent of Independent Auditors.