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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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, 1995 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
(864) 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 New York Stock Exchange, Inc.
of a share of 7% PRIDES, Series B Convertible
Preferred Stock, par value $1 per share
Depositary Shares, each representing one-fourth New York Stock Exchange, Inc.
of 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 [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 stock held by nonaffiliates of the
registrant as of March 22, 1996, was $1,571,273,991.
As of March 22, 1996, there were 38,369,387 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, 1995. Parts I, II and IV
Proxy Statement with respect to the Annual Meeting of Shareholders Part III
to be held on May 21, 1996.
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 groundwood paper,
market pulp, continuous stock computer forms and lumber. The Company operates
facilities in both the United States and Canada, and, as of December 31, 1995,
managed and controlled approximately 3.6 million acres of timberlands to support
these facilities. The Company markets and distributes its various products in
the United States, Canada and overseas.
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 (864)
271-7733.
Information regarding segment, geographic area, and net export sales is
incorporated herein by reference to page 36 of the Company's 1995 Annual Report
(the "Annual Report"). Information regarding the amount of total revenue
contributed by each of the Company's product lines is incorporated herein by
reference to pages 40 and 41 of the Annual Report.
Information regarding the Company's liquidity and capital resources is
incorporated herein by reference to pages 22 and 23 of the Annual Report.
OPERATING DIVISIONS
During 1995, the Company decentralized its operations into four divisions:
the Bowater Newsprint Division, the Bowater Coated Paper & Pulp Division, the
Great Northern Paper ("GNP") Division, and the Bowater Communication Papers
("BCP") Division.
The Bowater Newsprint Division consists of four manufacturing facilities:
the Calhoun Operation and Calhoun Newsprint Company ("CNC") (which is owned
approximately 51 percent by the Company and approximately 49 percent by Advance
Publications, Inc.) located in Calhoun, Tennessee; the Mersey Operation (which
is owned 51 percent by the Company and 49 percent by The Washington Post
Company) located in Liverpool, Nova Scotia; Bowater Lumber located in
Albertville, Alabama; and the Mersey Sawmill at Oakhill located in Bridgewater,
Nova Scotia. This division is also supported by eight sales offices, which are
responsible for marketing all of the Company's newsprint.
The Bowater Coated Paper & Pulp Division consists of the Carolina Operation
located in Catawba, South Carolina, and three sales offices. This Division is
responsible for selling all of the Company's coated groundwood paper as well as
all of the Company's market pulp.
The GNP Division consists of three manufacturing facilities: the
Millinocket Operation located in Millinocket, Maine; the East Millinocket
Operation located in East Millinocket, Maine; and Pinkham Lumber located in
Ashland, Maine. This division is supported by one sales office.
The BCP Division consists of eight manufacturing facilities and numerous
sales offices throughout the United States. The Company intends to close
three of the eight manufacturing facilities beginning April 1, 1996. The
current production levels from these sites will be completely met by the
remaining facilities.
NEWSPRINT, DIRECTORY PAPERS AND UNCOATED GROUNDWOOD SPECIALTIES
The Company is the largest manufacturer of newsprint in the United States.
Including its Mersey Operation, the Company is one of the largest newsprint
manufacturers in North America and the world. Its annual capacity is
approximately 8 percent of the North American capacity total and approximately
3.5 percent of the worldwide capacity total.
The Calhoun Operation is located on the Hiwassee River in Tennessee and is
the largest and one of the most productive newsprint mills in North America. At
this facility, the Company operates four paper machines, which produced 607,610
tons of newsprint and uncoated groundwood specialty papers in 1995. The
continuing modernization of the Calhoun Operation has contributed substantially
to improved product quality and is helping it to maintain its position as one of
the most productive in the industry. Also located at this facility is CNC's
paper machine, which produced 240,645 tons of newsprint in 1995. Although the
Company manages and operates the entire facility, CNC also owns 68.4 percent of
the thermomechanical pulp ("TMP") mill and 100 percent of the recycled fiber
plant. The Company owns the remaining 31.6 percent of the TMP mill and 100
percent of the other assets at this location. These other assets include kraft
and stone groundwood pulp mills, a power plant, wastewater treatment facilities,
and other support equipment necessary to produce the finished product.
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The Mersey Operation 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 252,269 tons of newsprint in 1995. This
facility also operates a TMP mill, a wastewater treatment facility, and other
support equipment required to produce the finished product.
Newsprint is also produced at three other Company locations. The newsprint
machine at the Carolina Operation, located on the Catawba River in South
Carolina, produced 250,489 tons in 1995, and is one of the largest and most
productive newsprint machines in the industry. The Company's East Millinocket
Operation, located on the West Branch of the Penobscot River in northern Maine,
has two paper machines which were built in 1954 and completely rebuilt in 1986.
These two machines produced a total of 287,754 tons of newsprint, directory
paper and other uncoated groundwood specialties in 1995. This facility also
operates a groundwood pulp mill and other support equipment required to produce
the finished products. The Company's Millinocket Operation, located eight miles
from the East Millinocket Operation, has four paper machines which produced
129,635 tons of newsprint, directory papers and uncoated groundwood specialties
in 1995. 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.
Domestic newsprint sales are made directly by the Company through regional
sales offices located in major metropolitan areas of the eastern half of the
United States, while export sales are made directly and through agents. Advance
Publications, Inc. purchases the equivalent of CNC's entire annual output, and
The Washington Post Company purchases approximately 80,000 tons annually.
Combined, these two customers in 1995 accounted for approximately 9 percent of
the Company's consolidated net sales and approximately 20 percent of the
Company's newsprint sales. The Company distributes newsprint by rail, truck,
ship and barge.
COATED GROUNDWOOD PAPER
The Company is one of the largest producers of coated groundwood paper in
the United States and North America. Coated groundwood paper produced by the
Company is light weight coated paper ("LWC") and is used in special interest
magazines, mail order catalogs, advertising pieces, textbooks, and coupons.
The Company manufactures a variety of coated grades on two paper machines
at the Carolina Operation and on three paper machines at the Millinocket
Operation. Both machines at the Carolina Operation utilize off-machine blade
coaters. At the Millinocket Operation, two machines produce a base stock which
is coated on an off-machine blade coater while the third machine has an
on-machine roll coater. In 1995, the two coated machines at the Carolina
Operation produced 346,397 tons of LWC and the three machines at the Millinocket
Operation produced 131,976 tons of LWC.
Coated groundwood paper is sold by the Company to printers, publishers,
mail order houses, and paper merchants. It is distributed by truck and rail from
the Carolina and Millinocket facilities, 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 supplied
265,866 tons of softwood market pulp to manufacturers of fine paper, tissues,
and other paper products from its Carolina Operation in 1995. In addition, the
Calhoun Operation supplied 100,048 tons of hardwood market pulp for sale to its
customers. The kraft pulp mill at the Calhoun Operation utilizes current
technology to produce quality pulp with reduced energy consumption and
environmental impact compared to older, less efficient, pulp mills. A recovery
boiler is an essential part of the kraft pulping process. During 1994, the
Calhoun Operation replaced two existing recovery boilers with a new larger size
recovery boiler. The new recovery boiler enables the Company to realize
significant cost reductions and meet current environmental regulations.
In 1995, 57 percent of the Company's market pulp was sold to the export
market. Export sales are made through agents, while domestic sales are made
directly by the Company. The Company distributes market pulp primarily by rail
and ship.
COMMUNICATION PAPERS
The BCP Division, doing business as Star Forms, manufactures continuous
stock computer forms and other business communication papers and markets these
products through a network of approximately 30 distribution centers to service
customers in major metropolitan areas throughout the United States. The division
sells to two broad groups of customers: directly to numerous large-volume
end-users, such as banks and governmental entities, and indirectly to smaller
businesses
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and individuals through sales to business forms distributors, paper merchants,
office product dealers, computer stores, and similar outlets. This division
distributes its products by truck.
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
related business areas.
At December 31, 1995, the Company owned or managed under lease
approximately 3.6 million acres of timberlands throughout eight states and Nova
Scotia. Approximately 2.0 million acres of these timberlands are located in the
state of Maine. The Company maintains one nursery and contracts with numerous
other nurseries in order to replace trees harvested from its timberlands. The
Company also employs harvest activities designed to promote natural
regeneration.
The Company operates three sawmills that produce construction grade lumber.
Bowater Lumber produced 93.1 million board feet of lumber in 1995. This lumber
is sold in the southern and midwestern United States. The Mersey Sawmill at Oak
Hill, which produced 24.9 million board feet of lumber in 1995, sells to
customers in eastern Canada and the United Kingdom. Pinkham Lumber produced 72.3
million board feet of lumber in 1995, with the majority of this product sold to
customers in New England. The Company ships lumber by truck and rail.
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. In addition, this effort allows
publishers and other customers to meet recycled content standards.
The Company operates recycling plants at its Calhoun and East Millinocket
operations. Taking a mixture of old newspapers and old magazines (generally 70%
and 30%, respectively, at the Calhoun operation and 90% and 10%, respectively,
at the East Millinocket operation), these plants utilize advanced mechanical and
chemical processes to produce high quality pulp. When this recycled fiber is
combined with virgin fiber, the resulting products, which include recycled
content newsprint, directory, and specialty papers, are comparable in quality to
paper produced with 100 percent virgin fiber pulp. The Company has a combined
capacity to supply approximately 265,000 tons per year of recycled content fiber
pulp to its paper mills. This level of output requires approximately 350,000
tons of wastepaper.
COMPETITION
Newsprint and 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 fiber sources. No proprietary process is employed in
their manufacture. Newsprint and market pulp from a variety of manufacturers may
be used with relatively few process changes to produce customer products. There
are approximately twenty major worldwide producers of newsprint with which the
Company competes. In addition, the Company faces actual and potential
competition from numerous smaller producers located around the world. Price,
quality, service, and the ability to produce paper with recycled content are
important competitive determinants. The Company is not a major producer in the
pulp market.
The Company also faces competition in the directory and groundwood
specialty markets. Price, quality, and service, as well as the ability to
produce lower basis weight and recycled products, are all important competitive
determinants. The Company competes with three major producers and several
smaller producers of directory paper.
The coated groundwood paper market is also 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 customer-supplier relationships. The Company competes with
approximately twelve coated groundwood producers located in North America. In
addition, there are approximately seven major offshore suppliers of coated
groundwood paper that sell into the North American market. As a major supplier
to printers in North America, the Company also competes with numerous worldwide
suppliers of other grades of paper such as coated freesheet, supercalendered,
and uncoated groundwood papers.
In the communication papers market, the Company has differentiated itself
by developing products with recycled content and by gaining the benefits of
vertical integration, using the capabilities of its paper mills.
As with other globally manufactured and sold commodities, the competitive
position of the Company's products is significantly affected by the volatility
of currency exchange rates. As 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
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States dollar can have a substantial effect on the Company's ability to compete.
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 several of the Company's 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 lower cost producer
of its products while maintaining strict quality standards and being responsive
on environmental issues. Aside from cost reduction programs and continuous
improvement projects, the Company believes that its large woodland base,
relative to its paper production, also provides it with a competitive advantage
in controlling costs. The Company's two recycling facilities have further
enhanced its competitive position by enabling it to respond to customer demand
for recycled content newsprint and uncoated specialty papers.
RAW MATERIALS AND ENERGY
The manufacture of pulp and paper requires significant amounts of wood and
energy. Approximately 3.5 million cords of wood were consumed by the Company
during 1995 for pulp, paper and lumber production. The Company harvests wood
fiber from Company-owned properties equal to approximately 58% of its total wood
fiber requirements with the balance of wood requirements purchased, primarily
under contract, from local wood producers, private landowners, and sawmills (in
the form of residual chips) at market prices. Wastepaper (in the form of old
newspapers and magazines) is purchased from suppliers in the regions of the
Company's recycling plants. These suppliers collect, sort, and bale the material
before selling it to the Company, primarily under long-term contracts, with
prices and available quantities fluctuating according to market conditions. The
Company is one of the largest purchasers of old newspapers and old magazines in
North America.
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. Internally generated electrical power at the
Calhoun and Carolina Operations is used to supplement purchased electrical
power. The GNP Division has the capacity to be 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 licenses for certain dams
expired on December 31, 1993. The Company is engaged in the multi-year
relicensing process to obtain new 30-year licenses, while currently operating
under interim licenses. In November 1994, FERC issued a draft Environmental
Impact Statement addressing relicensing conditions, upon which comments have
been submitted by various intervening parties. A settlement conference with all
parties involved has been held, but no final result has been reached. The new
licenses should be issued during 1996, according to FERC's current timetable.
Although there can be no assurances, the Company believes that the new licenses
will contain terms and conditions that will allow the Company to maintain most
of the benefits provided under the previous licenses.
EMPLOYEES
The Company employs approximately 5,500 people, of whom approximately 3,600
are represented by bargaining units. The labor agreement at the Company's
Carolina Operation, covering all of the plant's hourly employees, expires on
April 28, 1997. The labor contract with most of the plant's hourly employees at
the Calhoun Operation was renegotiated in 1995 and expires July 2, 2002. The
wage portion of the labor contract covering all unionized employees at the
Mersey Operation expires on April 30, 1996, while the balance of the labor
contract expires on April 30, 1998. Contracts covering the large majority of
unionized employees of the GNP Division expired during 1995 and were
renegotiated. The new contracts expire July 31, 2001. 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 owns the trademarked Company logo exclusively throughout the
world. The Company is licensed to use the name "Bowater" in connection with the
sale of all products in the Western Hemisphere, and with the sale of paper,
pulp,
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and lumber in the Eastern Hemisphere. In 2001, the Company has an option to
acquire certain ownership rights to the name "Bowater". The Company considers
its interests in the Company logo and name to be valuable and necessary to the
conduct of its business.
ENVIRONMENTAL MATTERS
Information regarding environmental matters is incorporated herein by
reference to page 24 of the Annual Report.
The Company believes that its U.S. and Canadian operations are in
substantial compliance with all applicable federal, state, and provincial
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.
The Company has taken positive action to address concerns about municipal
solid waste by constructing a recycle mill at its Calhoun and East Millinocket
Operations. See Recycling Capability on page 3.
ITEM 2. PROPERTIES
Information regarding the Company's properties is incorporated herein by
reference to the material included in Item 1, "Business", and page 38 and the
back cover page of the Annual Report.
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. Information
regarding timberland leases and operating leases is incorporated herein by
reference to page 35 of the Annual Report.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in various legal proceedings relating to contracts,
commercial disputes, taxes, environmental issues, employment and workers'
compensation claims, and other matters. The Company's management believes 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 1995.
EXECUTIVE OFFICERS OF THE REGISTRANT AS OF MARCH 31, 1996
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.
SERVED AS
NAME AGE POSITION OFFICER SINCE
Arnold M. Nemirow 53 Chairman, President and Chief Executive Officer 1994
Anthony H. Barash 53 Senior Vice President -- Corporate Affairs and General Counsel 1996
E. Patrick Duffy 54 Senior Vice President and President -- Coated Paper & Pulp Division 1995
Arthur D. Fuller 51 Senior Vice President and President -- Newsprint Division 1995
David G. Maffucci 45 Senior Vice President -- Chief Financial Officer and Treasurer 1992
Donald G. McNeil 45 Senior Vice President and President -- Great Northern Paper, Inc. 1995
Robert J. Pascal 63 Senior Vice President and President -- Communication Papers Division 1986
Donald J. D'Antuono 52 Vice President -- Corporate Development 1977*
Richard F. Frisch 48 Vice President -- Human Resources 1995
Robert D. Leahy 44 Vice President -- Corporate Relations 1993
Ecton R. Manning 58 Vice President -- General Counsel 1988
Robert A. Moran 51 Vice President -- Pulp and Paper Manufacturing Services 1992
Michael F. Nocito 41 Vice President -- Controller 1993
Aubrey S. Rogers 56 Vice President -- Information Services 1992
Wendy C. Shiba 45 Secretary and Assistant General Counsel 1993
* Except for the period from 1978 to 1979.
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Arnold M. Nemirow became Chairman on March 31, 1996, and Chief Executive
Officer on March 1, 1995. He has served as President and a director of the
Company since September 1994 and served as Chief Operating Officer from
September 1994 through February 1995. Previously he served as President, Chief
Executive Officer and a director of Wausau Paper Mills Company, a pulp and paper
company, from July 1990 through July 1994, as Chairman, President, Chief
Executive Officer and a director of Nekoosa Papers, Inc., the business papers
division of Great Northern Nekoosa Corporation, from 1988 to March 1990, and as
Vice President of Great Northern Nekoosa Corporation from 1984 to March 1990.
Anthony H. Barash has been appointed Senior Vice President -- Corporate
Affairs and General Counsel, effective as of April 1, 1996. From 1993 through
March 31, 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. Previously, 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.
E. Patrick Duffy became Senior Vice President and President -- Coated Paper
& Pulp Division in April 1995. Previously he was President of the
Telecommunications Business Unit of R.R. Donnelly and Sons, a printing company
located in Chicago, Illinois, 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.
Arthur D. Fuller became Senior Vice President and President -- Newsprint
Division in January 1995. Previously he was Vice President Finance, Planning &
Administration of MacMillan Bloedel Packaging Inc., the containerboard and
packaging business of MacMillan Bloedel Ltd., from 1993 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.
David G. Maffucci became Senior Vice President -- Chief Financial Officer
and Treasurer in October 1995 and has served as Vice President -- Treasurer
since July 1993. Previously he was Treasurer from July 1992 to July 1993. Prior
to that he was Director of Financial Planning and Accounting Operations since
1987 and served as Assistant Controller since 1984.
Donald G. McNeil became Senior Vice President on March 1, 1995, and has
been President of GNP since November 1994. Previously he was President and
General Manager of Bowater Mersey Paper Company ("Mersey") from February 1992 to
November 1994. He was General Manager of Mersey from December 1991 through
January 1992 and Assistant General Manager from January 1990 to December 1991.
From 1977 through 1989 he held various engineering and management positions with
Mersey.
Robert J. Pascal became Senior Vice President in February 1994. Previously
he was Vice President since December 1986 and President of the Communication
Papers Division since December 1990, prior to which he was General Manager of
that unit. 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
from 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.
Richard F. Frisch became Vice President -- Human Resources in May 1995.
Previously he was Director of Compensation and Benefits from June 1994 to May
1995. Prior to then he was employed by Scott Paper Company, a pulp and paper
company, at its Philadelphia, Pennsylvania, headquarters, most recently as
Director of Benefits from 1991 to June 1994, where he was responsible for
strategic design and management of benefit plans.
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 and forest products company, from November
1989 to March 1993, where he was responsible for domestic and international
media communications. He was Vice President of Corporate Communications for
Andal Corporation, a metal products company, from 1987 to 1989 where he was
responsible for marketing communications and investor and government relations.
Previously he held various senior level communications/public affairs positions
in both corporate and agency settings.
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. Pursuant to a prior agreement, Mr. Manning has
resigned his office of Vice President -- General Counsel of the Company as of
April 1, 1996.
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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 from 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
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 1992 to
July 1993. Prior to that he served as Assistant Controller of the Southern
Division from 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 from 1990, and Assistant Controller -- Director of Planning and
Information Services from 1989 to 1990. He also served in various other
financial positions of the Company for more than twenty years.
Wendy C. Shiba has been Secretary since July 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 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, 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.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(a) The Company's common stock, $1 par value ("Common Stock"), is listed on
the New York Stock Exchange (stock symbol BOW), the Pacific Stock Exchange, the
London Stock Exchange and the Swiss Stock Exchanges. Price information with
respect to the Company's Common Stock on the inside back cover page of the
Annual Report is incorporated herein by reference.
(b) As of March 22, 1996, there were 5,834 holders of record of the
Company's Common Stock.
(c) The Company paid consecutive quarterly dividends of $.15 per share of
Common Stock during 1995 and 1994. On February 9, 1996, the quarterly dividend
was increased to $.20 per share of Common Stock effective with the dividend
payable April 1, 1996.
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 in the future include,
upon the occurrence of certain events, the Company's Junior Participating
Preferred Stock, Series A. At December 31, 1995, there were no arrearages on
dividends accrued on any of the Company's preferred stock.
In addition, the Company's ability to pay dividends on any of its preferred
stock and on its Common Stock depends 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 $874 million as of December 31, 1995. 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, 1995,
the net worth of the Company and the ratio of total debt to total capital were
$1.1 billion and 42 percent, respectively.
ITEM 6. SELECTED FINANCIAL DATA
Information regarding the Company's financial position and operating record
is incorporated herein by reference to pages 40 and 41 of the Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Information regarding the Company's business and financial results is
incorporated by reference to pages 20 through 24 of the Annual Report.
7
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by Item 8 is incorporated herein by reference to
pages 25 through 39 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 21, 1996 (the "Proxy Statement"), to be filed pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended.
Information regarding the Company's executive officers is provided under
the caption "Executive Officers of the Registrant as of March 31, 1996" on pages
5, 6, and 7 of this Form 10-K. Information regarding compliance with Section
16(a) of the Securities Exchange Act of 1934, as amended, is incorporated by
reference to the material under the heading "Certain Information Concerning
Stock Ownership" in the Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive compensation is 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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions is
incorporated herein by reference to the material under the heading "Certain
Relationships and Related Transactions" in the Proxy Statement.
8
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, 1995.......................................................................... 25
Consolidated Balance Sheet at December 31, 1995 and 1994..................................... 26
Consolidated Statement of Capital Accounts for Each of the Years in the Three-Year Period
Ended December 31, 1995.................................................................... 27
Consolidated Statement of Cash Flows for Each of the Years in the Three-Year Period Ended
December 31, 1995.......................................................................... 28
Notes to Consolidated Financial Statements................................................... 29-37
Independent Auditors' Report................................................................. 39
(2) All financial statement schedules are omitted because they are not
applicable, or the amounts associated with them are immaterial, or
because the required information is included in the financial
statements or notes thereto.
(3) Exhibits (numbered in accordance with Item 601 of Regulation S-K):
EXHIBIT NO. 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, amended and restated as of July 26, 1995 (incorporated by reference to Exhibit 3.1
to the Company's Quarterly Report on Form 10-Q for the quarterly period ending September 30, 1995 (the
"September 1995 10-Q")).
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 4.6 to the Company's Registration No. 33-61219).
4.2.1 Addendum to Rights Agreement substituting The Bank of New York as successor Rights Agent (incorporated by
reference to Exhibit 4.6.1 to the Company's Registration Statement No. 33-61219).
4.3 Indenture, dated as of August 1, 1989, 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 4.7 to the
Company's Registration Statement No. 33-61219).
4.4 Indenture, dated as of December 1, 1991, 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, 1991, 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, 1992, by and between the Company and The Chase Manhattan Bank (N.A.) as
Trustee, with respect to the 8 1/4% Notes Due 1999 (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, 1992, 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).
9
EXHIBIT NO. DESCRIPTION
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.
+10.1 Employment Agreement, dated August 25, 1988, 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).
+10.1.1 Amendment to Employment Agreement, dated August 23, 1989, 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).
+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).
+10.2 Employment Agreement, dated as of July 20, 1994, by and between the Company and Arnold M. Nemirow
(incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K for the period
ending December 31, 1994 (the "1994 10-K").
+10.3 Employment Agreement, dated as of April 1, 1995, by and between the Company and E. Patrick Duffy
(incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period
ending March 31, 1995 (the "March 1995 10-Q")).
+10.4 Form of Employment Agreement by and between the Company and each of Robert D. Leahy, Robert A. Moran,
Michael F. Nocito, Aubrey S. Rogers, and Wendy C. Shiba (incorporated by reference to Exhibit 10.4 to the
Company's Annual Report on Form 10-K for 1993).
+10.5 * Form of Change in Control Agreement, by and between the Company and each of the executive officers listed
on the schedule attached thereto.
+10.6 Letter Agreement, dated May 1, 1995, by and between the Company and H. David Aycock (incorporated by
reference to Exhibit 10.5 to the March 1995 10-Q).
+10.6.1 * Letter Agreement, dated October 27, 1995, by and between the Company and H. David Aycock.
+10.7 Employment Agreement, dated May 20, 1993, by and between the Company and Robert J. Pascal (incorporated by
reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for 1993).
+10.7.1 * Modification of Employment Agreement and Other Covenants, dated as of February 16, 1996, by and between
the Company and Robert J. Pascal.
+10.8 Employment Agreement, dated August 25, 1988, by and between the Company and Donald J. D'Antuono
(incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for 1993).
+10.8.1 Amendment to Employment Agreement, dated August 23, 1989, by and between the Company and Donald J.
D'Antuono (incorporated by reference to Exhibit 10.7.1 to the Company's Annual Report on Form 10-K for
1993).
+10.9 Employment Agreement, dated as of June 1, 1995, by and between the Company and Richard F. Frisch
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ending June 30, 1995).
+10.10 Employment Agreement, dated August 25, 1988, by and between the Company and Ecton R. Manning (incorporated
by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for 1993).
+10.10.1 Amendment to Employment Agreement, dated August 23, 1989, by and between the Company and Ecton R. Manning
(incorporated by reference to Exhibit 10.9.1 to the Company's Annual Report on Form 10-K for 1993).
+10.10.2 Modification of Employment Agreement, dated as of June 11, 1992, by and between the Company and Ecton R.
Manning (incorporated by reference to Exhibit 10.9.2 to the Company's Annual Report on Form 10-K for
1993).
+10.10.3* Letter Agreement, dated as of February 15, 1996, by and between the Company and Ecton R. Manning.
+10.11 Employment Agreement, dated as of January 12, 1995, by and between the Company and Arthur D. Fuller
(incorporated by reference to Exhibit 10.10 to the 1994 10-K).
10
EXHIBIT NO. DESCRIPTION
+10.12 * Employment Agreement, dated as of November 1, 1995, by and between the Company and David G. Maffucci.
+10.13 Employment Agreement, dated as of March 1, 1995, by and between the Company and Donald G. McNeil
(incorporated by reference to Exhibit 10.12 to the 1994 10-K).
+10.14 * Employment Agreement, dated as of April 1, 1996, by and between the Company and Anthony H. Barash.
+10.15 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).
+10.16 Annual Bonus Plan of the Company (incorporated by reference to Exhibit 10.16 to the 1994 10-K).
+10.17 1984 Stock Option Plan of the Company (incorporated by reference to Exhibit 10.10 to the Company's
Registration Statement No. 2-90172).
+10.17.1 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. 33-11228).
+10.17.2* Amendment to 1984 Stock Option Plan of the Company, dated as of July 22, 1987.
+10.17.3 Amendment to 1984 Stock Option Plan of the Company, dated as of August 23, 1989 (incorporated by reference
to Exhibit 10.1B to the Company's Annual Report on Form 10-K for 1989).
+10.17.4* Amendment No. 4 to 1984 Stock Option Plan of the Company, dated as of August 15, 1995.
+10.18 * Deferred Compensation Plan for Outside Directors of the Company, as amended and restated effective January
1, 1996.
+10.19 * Retirement Plan for Outside Directors of the Company, effective July 1, 1988.
+10.19.1* First Amendment to Retirement Plan for Outside Directors.
+10.20 * Supplemental Benefit Plan for Designated Employees of Bowater Incorporated and Affiliated Companies, as
amended and restated effective November 1, 1995.
+10.20.1* First Amendment, dated as of March 18, 1996, to the Supplemental Benefit Plan for Designated Employees of
Bowater Incorporated and Affiliated Companies.
+10.21 Executive Deferred Compensation Plan of the Company, effective July 1, 1994, and as amended January 1,
1995 (incorporated by reference to Exhibit 10.29.1 to the 1994 10-K).
+10.21.1* Amendment to Executive Deferred Compensation Plan, dated as of November 14, 1995.
10.22 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).
10.23 Recycle Agreement, dated as of January 1, 1991, by and among the Company, Advance Publications, Inc., and
Calhoun Newsprint Company (incorporated by reference to Exhibit 10.19.1 to the Company's Annual Report on
Form 10-K for 1993).
10.24 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).
10.25 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).
10.26 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).
+10.27 1988 Stock Incentive Plan of the Company (incorporated by reference to the Company's Proxy Statement for
1988).
+10.27.1 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).
+10.28 Benefit Plan Grantor Trust of the Company, dated as of May 20, 1988 (incorporated by reference to Exhibit
10.17 to the Company's Annual Report on Form 10-K for 1989).
+10.28.1 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).
+10.28.2* Supplemental Agreement to Benefit Plan Grantor Trust, dated as of May 20, 1988.
+10.29 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).
+10.29.1* Supplemental Agreement to Executive Severance Grantor Trust of the Company, dated as of September 1, 1989.
11
EXHIBIT NO. DESCRIPTION
+10.30 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).
+10.30.1* Supplemental Agreement to Outside Directors Benefit Plan Grantor Trust of the Company, dated as of
September 5, 1989.
+10.31 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).
+10.32 1992 Stock Incentive Plan (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on
Form 10-K for 1991).
+10.33 * Long-Term Cash Incentive Plan, dated as of January 1, 1994.
+10.33.1* First Amendment, dated as of March 18, 1996, to the Long-Term Cash Incentive Plan dated as of January 1,
1994.
10.34 Credit Agreement, dated as of September 29, 1995, among the Company, each of the banks signatory thereto
(the "Banks"), and The Chase Manhattan Bank (National Association), as administrative agent for the Banks
(incorporated by reference to Exhibit 10.1 to the September 1995 10-Q).
13.1 * Copy of the Company's 1995 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.
12
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/ ARNOLD M. NEMIROW
ARNOLD M. NEMIROW
CHAIRMAN, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
Date: April 1, 1996
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 April 1, 1996.
SIGNATURE TITLE
/s/ ARNOLD M. NEMIROW Director, Chairman, President and Chief
ARNOLD M. NEMIROW Executive Officer
/s/ DAVID G. MAFFUCCI Senior Vice President -- Chief Financial
DAVID G. MAFFUCCI Officer and Treasurer
/s/ MICHAEL F. NOCITO Vice President -- 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/ H. GORDON MACNEILL Director
H. GORDON MACNEILL
/s/ DONALD R. MELVILLE Director
DONALD R. MELVILLE
/s/ JAMES L. PATE Director
JAMES L. PATE
/s/ JOHN A. ROLLS Director
JOHN A. ROLLS
13
INDEX TO EXHIBITS
EXHIBIT NO. 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, amended and restated as of July 26, 1995 (incorporated by reference to Exhibit 3.1
to the Company's Quarterly Report on Form 10-Q for the quarterly period ending September 30, 1995 (the
"September 1995 10-Q")).
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 4.6 to the Company's Registration No. 33-61219).
4.2.1 Addendum to Rights Agreement substituting The Bank of New York as successor Rights Agent (incorporated by
reference to Exhibit 4.6.1 to the Company's Registration Statement No. 33-61219).
4.3 Indenture, dated as of August 1, 1989, 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 4.7 to the
Company's Registration Statement No. 33-61219).
4.4 Indenture, dated as of December 1, 1991, 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, 1991, 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, 1992, by and between the Company and The Chase Manhattan Bank (N.A.) as
Trustee, with respect to the 8 1/4% Notes Due 1999 (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, 1992, 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.
+10.1 Employment Agreement, dated August 25, 1988, 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).
+10.1.1 Amendment to Employment Agreement, dated August 23, 1989, 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).
+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).
+10.2 Employment Agreement, dated as of July 20, 1994, by and between the Company and Arnold M. Nemirow
(incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K for the period
ending December 31, 1994 (the "1994 10-K").
EXHIBIT NO. DESCRIPTION
+10.3 Employment Agreement, dated as of April 1, 1995, by and between the Company and E. Patrick Duffy
(incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period
ending March 31, 1995 (the "March 1995 10-Q")).
+10.4 Form of Employment Agreement by and between the Company and each of Robert D. Leahy, Robert A. Moran,
Michael F. Nocito, Aubrey S. Rogers, and Wendy C. Shiba (incorporated by reference to Exhibit 10.4 to the
Company's Annual Report on Form 10-K for 1993).
+10.5 * Form of Change in Control Agreement, by and between the Company and each of the executive officers listed
on the schedule attached thereto.
+10.6 Letter Agreement, dated May 1, 1995, by and between the Company and H. David Aycock (incorporated by
reference to Exhibit 10.5 to the March 1995 10-Q).
+10.6.1 * Letter Agreement, dated October 27, 1995, by and between the Company and H. David Aycock.
+10.7 Employment Agreement, dated May 20, 1993, by and between the Company and Robert J. Pascal (incorporated by
reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for 1993).
+10.7.1 * Modification of Employment Agreement and Other Covenants, dated as of February 16, 1996, by and between
the Company and Robert J. Pascal.
+10.8 Employment Agreement, dated August 25, 1988, by and between the Company and Donald J. D'Antuono
(incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for 1993).
+10.8.1 Amendment to Employment Agreement, dated August 23, 1989, by and between the Company and Donald J.
D'Antuono (incorporated by reference to Exhibit 10.7.1 to the Company's Annual Report on Form 10-K for
1993).
+10.9 Employment Agreement, dated as of June 1, 1995, by and between the Company and Richard F. Frisch
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ending June 30, 1995).
+10.10 Employment Agreement, dated August 25, 1988, by and between the Company and Ecton R. Manning (incorporated
by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for 1993).
+10.10.1 Amendment to Employment Agreement, dated August 23, 1989, by and between the Company and Ecton R. Manning
(incorporated by reference to Exhibit 10.9.1 to the Company's Annual Report on Form 10-K for 1993).
+10.10.2 Modification of Employment Agreement, dated as of June 11, 1992, by and between the Company and Ecton R.
Manning (incorporated by reference to Exhibit 10.9.2 to the Company's Annual Report on Form 10-K for
1993).
+10.10.3* Letter Agreement, dated as of February 15, 1996, by and between the Company and Ecton R. Manning.
+10.11 Employment Agreement, dated as of January 12, 1995, by and between the Company and Arthur D. Fuller
(incorporated by reference to Exhibit 10.10 to the 1994 10-K).
+10.12 * Employment Agreement, dated as of November 1, 1995, by and between the Company and David G. Maffucci.
+10.13 Employment Agreement, dated as of March 1, 1995, by and between the Company and Donald G. McNeil
(incorporated by reference to Exhibit 10.12 to the 1994 10-K).
+10.14 * Employment Agreement, dated as of April 1, 1996, by and between the Company and Anthony H. Barash.
+10.15 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).
+10.16 Annual Bonus Plan of the Company (incorporated by reference to Exhibit 10.16 to the 1994 10-K).
+10.17 1984 Stock Option Plan of the Company (incorporated by reference to Exhibit 10.10 to the Company's
Registration Statement No. 2-90172).
+10.17.1 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. 33-11228).
+10.17.2* Amendment to 1984 Stock Option Plan of the Company, dated as of July 22, 1987.
+10.17.3 Amendment to 1984 Stock Option Plan of the Company, dated as of August 23, 1989 (incorporated by reference
to Exhibit 10.1B to the Company's Annual Report on Form 10-K for 1989).
+10.17.4* Amendment No. 4 to 1984 Stock Option Plan of the Company, dated as of August 15, 1995.
+10.18 * Deferred Compensation Plan for Outside Directors of the Company, as amended and restated effective January
1, 1996.
+10.19 * Retirement Plan for Outside Directors of the Company, effective July 1, 1988.
+10.19.1* First Amendment to Retirement Plan for Outside Directors.
+10.20 * Supplemental Benefit Plan for Designated Employees of Bowater Incorporated and Affiliated Companies, as
amended and restated effective November 1, 1995.
EXHIBIT NO. DESCRIPTION
+10.20.1* First Amendment, dated as of March 18, 1996, to the Supplemental Benefit Plan for Designated Employees of
Bowater Incorporated and Affiliated Companies.
+10.21 Executive Deferred Compensation Plan of the Company, effective July 1, 1994, and as amended January 1,
1995 (incorporated by reference to Exhibit 10.29.1 to the 1994 10-K).
+10.21.1* Amendment to Executive Deferred Compensation Plan, dated as of November 14, 1995.
10.22 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).
10.23 Recycle Agreement, dated as of January 1, 1991, by and among the Company, Advance Publications, Inc., and
Calhoun Newsprint Company (incorporated by reference to Exhibit 10.19.1 to the Company's Annual Report on
Form 10-K for 1993).
10.24 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).
10.25 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).
10.26 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).
+10.27 1988 Stock Incentive Plan of the Company (incorporated by reference to the Company's Proxy Statement for
1988).
+10.27.1 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).
+10.28 Benefit Plan Grantor Trust of the Company, dated as of May 20, 1988 (incorporated by reference to Exhibit
10.17 to the Company's Annual Report on Form 10-K for 1989).
+10.28.1 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).
+10.28.2* Supplemental Agreement to Benefit Plan Grantor Trust, dated as of May 20, 1988.
+10.29 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).
+10.29.1* Supplemental Agreement to Executive Severance Grantor Trust of the Company, dated as of September 1, 1989.
+10.30 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).
+10.30.1* Supplemental Agreement to Outside Directors Benefit Plan Grantor Trust of the Company, dated as of
September 5, 1989.
+10.31 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).
+10.32 1992 Stock Incentive Plan (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on
Form 10-K for 1991).
+10.33 * Long-Term Cash Incentive Plan, dated as of January 1, 1994.
+10.33.1* First Amendment, dated as of March 18, 1996, to the Long-Term Cash Incentive Plan dated as of January 1,
1994.
10.34 Credit Agreement, dated as of September 29, 1995, among the Company, each of the banks signatory thereto
(the "Banks"), and The Chase Manhattan Bank (National Association), as administrative agent for the Banks
(incorporated by reference to Exhibit 10.1 to the September 1995 10-Q).
13.1 * Copy of the Company's 1995 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.