<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
BOWNE & CO., INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
- --------------------------------------------------------------------------------
TO ASSURE YOUR REPRESENTATION AT THE MEETING,
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
(LOGO)
BOWNE & CO., INC.
345 Hudson Street
New York, New York 10014
(212) 924-5500
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 1996 Annual Meeting of Stockholders of BOWNE & CO., INC. will be held
at the offices of the American Stock Exchange, 13th Floor, 86 Trinity Place, New
York, New York, on Thursday, March 28, 1996, beginning at 10:00 A.M. local time,
for the following purposes:
1. To elect three nominees to serve as Class III directors of the
Company for three-year terms, as well as two additional nominees to serve
as Class II directors for the remaining two years of a three-year term, and
in each case until their respective successors shall be elected and shall
qualify;
2. To ratify the appointment of auditors of the Company for the
fiscal year ending October 31, 1996; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on February 7, 1996,
as the record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting or any adjournment thereof.
By Order of the Board of Directors,
DOUGLAS F. BAUER
Corporate Secretary & Counsel
New York, New York
February 8, 1996
<PAGE> 3
(LOGO)
BOWNE & CO., INC.
345 Hudson Street
New York, New York 10014
(212) 924-5500
PROXY STATEMENT
This Proxy Statement is furnished to the stockholders of BOWNE & CO., INC.
(the "Company") in connection with the solicitation of proxies for use at the
1996 Annual Meeting of Stockholders, which is to be held at the offices of the
American Stock Exchange, 13th Floor, 86 Trinity Place, New York, New York, on
March 28, 1996, beginning at 10:00 A.M. local time, and at any adjournment
thereof.
Proxies delivered pursuant to this solicitation are revocable at the option
of the persons executing the same, prior to their exercise, by attendance and
voting at the Annual Meeting or by written notice delivered to the Corporate
Secretary of the Company prior to the meeting, and are solicited by and on
behalf of the Board of Directors of the Company. Unless previously revoked, all
proxies representing shares entitled to vote which are delivered pursuant to
this solicitation will be voted at the meeting by the named attorneys-in-fact
and agents, to the extent authorized, in accordance with the directions
contained therein. If no such directions are given, the shares represented by
such proxies will be voted in favor of the election of directors, the
ratification of the appointment of auditors, and in accordance with the
discretion of the named attorneys-in-fact and agents on other matters that may
properly come before the meeting.
The cost of this solicitation will be borne by the Company. Proxies may be
solicited by personal interview, telephone, telegraph and electronic mail, as
well as by use of traditional postal delivery. Banks, brokerage houses and other
custodians, nominees and fiduciaries will be requested to forward soliciting
material to their principals and to obtain authorization for the execution of
proxies, and will be reimbursed for their reasonable out-of-pocket expenses
incurred in that connection. Employees of the Company participating in the
solicitation of proxies will not receive any additional remuneration for such
participation.
On February 7, 1996, the record date for the Annual Meeting, the Company
had outstanding 17,600,909 shares of its Common Stock, Par Value $.01 Per Share
(the "Common Stock"), and there were no outstanding shares of any other class of
stock. Each holder of the Common Stock is entitled to one vote for each share of
such stock held by him. Only stockholders of record at the close of business on
February 7, 1996, will be entitled to vote at the Annual Meeting. A majority of
the outstanding shares, whether present in person or by proxy, is required to
constitute a quorum to transact business at the meeting. The abstention of a
stockholder on any issue submitted to a vote and a proxy given by a broker who
fails or is not authorized to vote on that issue will both be counted in
determining the presence of a quorum but not in tabulating the vote on that
issue, and thus neither will have an effect on the outcome of the vote. Votes
will be tabulated by The Bank of New York.
The Company intends to cause this Proxy Statement to be mailed to its
stockholders of record beginning on or about February 8, 1996.
1
<PAGE> 4
Principal Stockholders of the Company
The only individual stockholder known to own beneficially more than five
percent of the outstanding Common Stock of the Company as of the record date for
the Annual Meeting is identified below:
<TABLE>
<CAPTION>
Number Percent of
Stockholder of Shares Outstanding
-------------------- --------- ------------
<S> <C> <C>
Thomas O. Stanley...................................................... 1,700,934 9.7%
</TABLE>
Mr. Stanley is currently a director of the Company. Interested persons may
write to him in care of the Corporate Secretary of the Company at 345 Hudson
Street, New York, New York 10014. In the number of his shares shown above, the
inclusion of stock held in a fiduciary capacity is not intended as his admission
of beneficial ownership thereof.
In addition, the Company has learned that two investment fund managers have
reported holdings of the Company's Common Stock pursuant to the Securities
Exchange Act of 1934. One of these, FMR Corp., with offices at 82 Devonshire
Street, Boston, Massachusetts 02109, reported that a group of related investment
funds which includes the Fidelity Mutual Funds held an aggregate of 2,015,000
shares of the Common Stock as of September 30, 1995, and that the group shared
with its beneficial owners the power to dispose of all such shares. These
holdings represented 11.4% of the Company's shares outstanding on the record
date. The other fund manager which has reported such holdings is C.S. McKee &
Co., Inc., with offices at 1 Gateway Center, Pittsburgh, Pennsylvania 15222.
This latter fund held an aggregate of 1,348,650 shares of the Common Stock as of
January 31, 1996, and shared with its beneficial owners the power to dispose of
most of such shares. The latter holdings represented 7.7% of the Company's
shares outstanding on the record date. The Company believes that the holdings
reported by FMR Corp. and C.S. McKee were acquired in the ordinary course of
their investment management businesses and that the various investment funds
which they manage hold their shares for the accounts of numerous beneficial
owners.
The Company knows of no other stockholder who may be deemed to own
beneficially more than five percent of its outstanding Common Stock.
Election of Directors
Action will be taken at the Annual Meeting for the election of three
nominees to be Class III directors, each to serve for a three-year term and
until his successor is duly elected and qualifies. Two additional nominees will
also be elected to serve as Class II directors for the remaining two years of a
three-year term and until their successors are duly elected and qualify. The
Board of Directors recommends a vote in favor of each of its nominees, who are
all currently incumbent directors: in Class II, Edward H. Meyer and James P.
O'Neil, and in Class III, Robert M. Johnson, H. Marshall Schwarz and Wendell M.
Smith. The election will be determined as to each nominee by a plurality of the
votes duly cast by stockholders entitled to vote at the Annual Meeting.
Indicated in the table below are the principal occupations for the last
five years of each of the Board's nominees and of the other five incumbent
directors. Their beneficial ownership of the outstanding Common Stock of the
Company as of the record date for the Annual Meeting is also shown in the table.
2
<PAGE> 5
THE BOARD OF DIRECTORS
<TABLE>
<CAPTION>
Director Shares of
of the Common Stock
Company Beneficially
Name(1) Principal Occupation and Directorships Age Since Owned(2)
- --------------------------------- ---------------------------------------- ---- ---------- --------------
<S> <C> <C> <C> <C>
NOMINEES FOR ELECTION AS CLASS II DIRECTORS, WHOSE TERMS WILL EXPIRE IN 1998:
Edward H. Meyer(3)........... Chairman of the Board and President, 69 1983 2,400
Grey Advertising Inc; also director of
The May Department Stores Company,
Harman International Industries, Inc.,
Ethan Allen Interiors Inc., and
several mutual funds advised by
Merrill Lynch Asset Management, Inc.
or its affiliates
James P. O'Neil(4)........... Executive Vice President and Chief 51 1996 39,936(5)
Operating Officer of the Company;
formerly Vice President, Finance,
thereof
NOMINEES FOR ELECTION AS CLASS III DIRECTORS, WHOSE TERMS WILL EXPIRE IN 1999:
Robert M. Johnson(4)......... Vice Chairman of the Board, President 50 1996 40,000
and Chief Executive Officer of the
Company; formerly Publisher, President
and Chief Executive Officer of
Newsday, Inc., a subsidiary of Times
Mirror, Inc.
H. Marshall Schwarz.......... Chairman of the Board and Chief 59 1986 1,000
Executive Officer, U.S. Trust
Corporation; also director of Atlantic
Mutual Companies
Wendell M. Smith............. Chairman of the Board, Baldwin 60 1992 100
Technology Company, Inc.; formerly also
President and Chief Executive Officer
thereof
Class I directors, previously elected, whose terms will expire in 1997:
Richard H. Koontz(6)......... Chairman of the Board of the Company; 55 1984 77,080
formerly also President and Chief
Executive Officer thereof
Beverley B. Wadsworth........ Director, Amsterdam Nursing Home Corpo- 55 1990 3,000
ration; formerly Chairman of the Board
and President, Continental Guaranty &
Credit Corporation; also director of
Cass County Iron Company
Richard R. West.............. Dean Emeritus, Stern School of Business, 57 1994 3,000
New York University; formerly Dean of
the School of Business and Professor
of Finance, New York University; also
director of Smith Corona Corporation,
Alexander's Inc., Vornado Realty
Trust, and several mutual funds
advised by Merrill Lynch Asset
Management, Inc. or its affiliates
Class II directors, previously elected, whose terms will expire in 1998:
Robert M. Conway............. Limited Partner, Goldman, Sachs & Co. 51 1994 8,800
Thomas O. Stanley(7)......... Retired; formerly Staff Vice President, 68 1968 1,700,934
Research Programs, RCA Laboratories
</TABLE>
3
<PAGE> 6
- ---------------
(1) See "Certain Committees of the Board" for memberships on committees.
(2) The only director or nominee who owns in excess of 1% of the outstanding
Common Stock is Mr. Stanley (9.7%).
(3) The Company's by-laws provide that no director may continue to serve on the
Board of Directors, and no other person may be nominated or elected to the
Board, after he or she has attained the age of seventy. In view of this
provision, Mr. Meyer has advised the Company that, if elected, he intends to
step down from the Board on or before January 8, 1997, his seventieth
birthday, and will not therefore serve out the entire term for which he is
nominated. A vacant seat on the Board may be filled by a candidate elected
by the remaining directors to serve until the next following Annual Meeting
of Stockholders.
(4) Messrs. Johnson and O'Neil were elected by the Board on December 14, 1995
and assumed their current directorships and offices as of January 3, 1996.
(5) This figure includes options to purchase 27,500 shares which are currently
exercisable by Mr. O'Neil under the Company's Stock Option Plans (described
below under "Executive Compensation") or which will become exercisable
within sixty days after the record date of the Annual Meeting, as well as
188 shares held for his account by the Employees' Stock Purchase Plan (also
described under "Executive Compensation"), but excludes all shares held for
other participants in the latter plan, of which he is a trustee.
(6) Mr. Koontz elected early retirement as President and Chief Executive Officer
for health reasons, effective October 31, 1995.
(7) Pursuant to the by-law provision mentioned above in Note 3, Mr. Stanley has
advised the Company that he intends to retire from the Board on or before
May 15, 1997, his seventieth birthday, and will not therefore serve out the
entire term for which he has been elected.
- ---------------
Certain Committees of the Board
Among the committees of the Board of Directors are four standing
committees, the functions and present membership of which are described below.
The Executive Committee has much of the authority of the Board of Directors
other than for fundamental corporate changes or actions which require the vote
of the full Board according to New York State law or the Company's by-laws. The
members are Mr. Stanley (Chairman) and Messrs. Koontz, Meyer and Schwarz.
The Audit Committee selects independent public accountants to serve as the
Company's auditors, reviews with the chief financial officer of the Company and
the auditors the scope and results of their audit, the fees charged and the
other activities performed by the auditors for the Company, reviews internal
controls and inquires into special accounting and related matters. The members
are Ms. Wadsworth (Chairman) and Messrs. Conway, Smith and West.
The Finance Committee reviews the investment portfolio and financial
reports of the Company, approves its investment policies and the allocation of
assets to various investment programs of the Company, and reviews the investment
performance of the fund managers of the respective trusts for the Company's
Pension Plan, Profit-Sharing Plan and Employees' Stock Purchase Plan. The
members are Mr. West (Chairman) and Messrs. Conway and Meyer.
The Compensation and Nominating Committee reviews and approves salaries and
benefits for the executive officers of the Company and the chief operating
officer of each subsidiary, as well as significant changes in retirement and
other employee benefit plans, prior to submission to the Board of Directors for
approval. The Committee also considers and recommends for Board approval
candidates for the Board of Directors who have been suggested by management, by
other members of the Board or by stockholders and other interested parties.
Stockholders may suggest Board candidates by writing to the Chairman of the
Committee, in care of the Corporate Secretary of the Company. The members of the
Committee are Mr. Schwarz (Chairman), Mr. Smith and Ms. Wadsworth.
4
<PAGE> 7
Meetings, Attendance and Fees
During the Company's fiscal year ended October 31, 1995, the Board of
Directors held nine meetings. The Audit and Finance Committees each met twice,
and the Compensation and Nominating Committee met three times. The Executive
Committee did not meet but took action four times during the year with
resolutions unanimously adopted by the written consent of its members. The only
members of the Board who attended fewer than three quarters of the aggregate
number of meetings of the Board and of the committees on which they respectively
served were Messrs. Conway and Meyer, who were unable to attend certain meetings
they were respectively eligible to attend because of travel commitments.
Directors not employed by the Company were paid an annual retainer of
$16,000 during 1995, plus a fee of $1,000 for each Board meeting attended. The
annual fee for members of the Executive Committee not employed by the Company
was $1,000. Those non-employee directors who served on one or more of the other
Board committees were paid a fee of $750 for each committee meeting attended,
and the chairman of each such committee a fee of $1,250 for each meeting at
which he or she presided. All directors were offered reimbursement for travel
expenses, if any, incurred in connection with all Board and committee meetings
attended.
The Company also has a retirement plan for non-management members of the
Board who are not entitled to benefits under the Company's Pension Plan for
employees. Under this non-qualified plan, the amount of the retirement benefit
will be five times the aggregate of annual retainer payments made by the Company
to an eligible director during his or her last twelve months of Board service,
subject to certain vesting rules. The director will be eligible to receive this
benefit in five annual installments after he or she either reaches the age of
sixty or retires from the Board, whichever occurs later. There are also
provisions for distribution of the unpaid benefit in the event of a director's
death or a change of corporate control.
Compensation Committee Interlock and Insider Participation
The only person who served on the Compensation and Nominating Committee
during the 1995 fiscal year, in addition to the directors identified above as
the current members of that Committee, was John R. Haire, who reached mandatory
retirement from the Board and its committees with his seventieth birthday on
February 11, 1995. No member of the Compensation and Nominating Committee was an
officer or employee of the Company or any of its subsidiaries during the year.
Executive Compensation
The following table summarizes the aggregate cash compensation, including
incentive compensation, paid by the Company to the former Chief Executive
Officer and to each of the other four most highly compensated executive officers
of the Company during the last three fiscal years:
5
<PAGE> 8
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation:
Annual Compensation Shares
Name and -------------------- Underlying All Other
Principal Position Year Salary Bonus Options Compensation(*)
- --------------------------------------- ----- -------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Richard H. Koontz...................... 1995 $303,000 $266,000 20,000 $ 63,049
Formerly President and CEO 1994 340,000 360,000 15,000 112,160
(until Oct. 31, 1995) 1993 325,000 450,000 20,000 143,439
James P. O'Neil........................ 1995 170,000 175,000 6,000 34,988
Executive Vice President and 1994 160,000 100,000 6,000 28,631
Chief Operating Officer 1993 150,000 140,000 7,500 38,754
Brendan Keating........................ 1995 150,000 50,000 5,000 16,422
Vice President 1994 150,000 70,000 6,000 22,695
1993 140,000 120,000 6,000 32,946
Allen D. Marold........................ 1995 135,000 60,000 5,000 15,782
Vice President, Human 1994 135,000 75,000 5,000 21,690
Resources and Administration 1993 130,000 115,000 5,000 30,056
John O. Penhollow...................... 1995 130,000 50,000 5,000 13,861
Vice President, Technical 1994 110,000 50,000 5,000 15,966
Services (since Sept. 7, 1994) 1993 -- -- -- --
</TABLE>
- ---------------
(*) The amounts listed in this column represent the total of the Company's
contributions under its Employees' Stock Purchase Plan and its
Profit-Sharing Plan, as well as certain payments made under a supplemental
arrangement related to the latter plan. The Employees' Stock Purchase Plan,
a defined contribution plan meeting regulatory requirements, permits
participating employees, if they qualify, to contribute up to $100 per month
and provides for matching contributions by the Company equal to one half of
the amounts they contribute; the aggregate of all contributions to the
Employees' Stock Purchase Plan is invested by its trustees in shares of the
Company's Common Stock, and dividends thereon are reinvested likewise. The
Profit-Sharing Plan is also a defined contribution plan meeting regulatory
requirements, under which contributions are determined annually by the
boards of directors of participating subsidiaries, subject to limitations
imposed by Internal Revenue Service regulations. The supplemental
arrangement referred to above was adopted with respect to key employees who
would otherwise be adversely affected by the limits imposed by law upon the
Company's contributions under the Profit-Sharing Plan.
The figures listed in the table exclude non-cash compensation which is
not properly categorized as salary or bonus. Such non-cash compensation
included customary perquisites and did not exceed the lesser of either
$50,000 or ten percent of the compensation listed for any executive officer
of the Company. The cost to the Company of group employee benefit plans for
medical, hospitalization and dental benefits, long-term disability
insurance and other fringe benefits with respect to executive officers of
the Company is also excluded from the figures listed in the table because
the plans under which such benefits are paid are available generally to all
salaried employees of the Company and do not discriminate in favor of the
executive officers of the Company.
Rules defining the deductibility of compensation paid by a public
company to certain executive officers in excess of $1 million were changed
by the enactment in 1993 of Section 162(m) of the Internal Revenue Code.
Compensation resulting from grants made under the Company's Stock Option
Plans (described below), however, are exempted from those new rules until
March 1997, and no executive officer of the Company has been compensated in
excess of $1 million when options are excluded from consideration.
Consequently, the Company has not yet found it necessary to adopt a policy
as to how compensation in excess of $1 million may be qualified for
deductibility.
Two successive Stock Option Plans meeting regulatory requirements have been
adopted by the Board of Directors of the Company and approved by its
stockholders, both providing for the grant of
6
<PAGE> 9
incentive stock options to the five executive officers of the Company identified
above, as well as to other key employees, to purchase shares of the Company's
Common Stock. The 1981 Stock Option Plan expired by its terms as of December 16,
1991, although a number of options granted thereunder remain outstanding. The
1992 Stock Option Plan was approved by the Company's stockholders on March 26,
1992. An option granted under either of these plans may be exercised until the
tenth anniversary of the date when granted, unless the option has terminated
earlier in accordance with its provisions. When each option may be exercised
during that term was or will be determined by the Board or by the Compensation
and Nominating Committee of the Board on the date of the relevant grant,
although the Board or the Committee may, in its discretion, accelerate the
exercisability of any outstanding option. The exercise price of shares purchased
pursuant to options granted under either of the plans may not be less than the
fair market value of the Common Stock of the Company, determined as provided in
the plans, on the date of the relevant grant.
During the 1995 fiscal year, options were granted under the 1992 Stock
Option Plan to each of the five previously identified executive officers of the
Company. In each case, the option price was the fair market value of the Common
Stock as determined by taking the mean between the highest and the lowest sales
prices reported on the American Stock Exchange on December 14, 1994, the date of
the grant. These options will allow each holder, except as indicated below, to
purchase one half of the covered shares on and after the fourth anniversary of
the grant, and the remaining half on and after the fifth anniversary. The
individual grants were as follows:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential
Realizable Value at
% of Total Assumed Annual
Number Options Rates of Stock
of Shares Granted to Price Appreciation
Underlying Employees Exercise for Option Term(*)
Options in Fiscal Price Expiration -------------------
Name Granted Year Per Share Date 5% 10%
- -------------------------- ---------- ---------- ---------- ------------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Mr. Koontz................ 20,000 19.1% $16.0625 Dec. 13, 2004 $202,032 $511,990
Mr. O'Neil................ 6,000 5.7% 16.0625 Dec. 13, 2004 60,610 153,597
Mr. Keating............... 5,000 4.8% 16.0625 Dec. 13, 2004 50,508 127,997
Mr. Marold................ 5,000 4.8% 16.0625 Dec. 13, 2004 50,508 127,997
Mr. Penhollow............. 5,000 4.8% 16.0625 Dec. 13, 2004 50,508 127,997
</TABLE>
- ---------------
(*) This presentation is made in order to disclose the potential value which
would accrue to the option holder if the option were exercised the day
before it will expire and if the value per share had appreciated at a
compounded annual rate, either five or ten percent as indicated above each
column. The application of an absolute mathematical formula results in a
higher potential realizable value for options granted at a time when the
market value is relatively high. The assumed rates of appreciation of five
and ten percent are prescribed by rules of the Securities and Exchange
Commission on disclosure of executive compensation; the Company does not
advocate or necessarily agree that these rates are indicative of future
growth in the market price of the Common Stock.
- ---------------
During the 1995 fiscal year, two of the Company's five executive officers
identified above exercised stock options granted under the aforementioned 1981
Stock Option Plan. The only options granted under the 1992 Stock Option Plan
which have yet become exercisable are those previously granted to Mr. Koontz,
the Board of Directors having voted at its meeting on October 26, 1995, to
accelerate the exercisability of all his options under both Stock Option Plans;
however, none of those accelerated options was exercised in fiscal 1995. In the
following table, where both of the 1995 exercises are listed, amounts have been
calculated to represent the realized values using the closing prices of the
Common Stock on the American Stock Exchange for the respective dates of
exercise:
7
<PAGE> 10
AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Number Options at Options at
of Shares Fiscal Year-End Fiscal Year-End
Acquired Value --------------------------- ---------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---------------------- ----------- ------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mr. Koontz............ 12,000 $ 145,500 158,926 -- $ 624,783 --
Mr. O'Neil............ -- -- 23,250 31,250 101,156 $ 88,281
Mr. Keating........... 992 11,780 13,500 39,500 57,906 142,031
Mr. Marold............ -- -- 19,700 23,000 104,194 60,719
Mr. Penhollow......... -- -- -- 6,500 -- 12,813
</TABLE>
The Company currently has no employment contract with any of the five
executive officers identified above and, except as described below, no
compensatory arrangement with any of those officers under which benefits will
become payable as a result of the termination of employment. The Company did not
grant stock appreciation rights or award restricted stock to any of its
executive officers during the 1995 fiscal year, and has not adjusted or amended
the exercise price of any stock option previously granted. The Company also has
no long-term incentive compensation plan under which the award of benefits is a
function of changes in the market price of the Common Stock or other performance
criteria.
During 1995, the five previously identified executive officers and certain
other key employees of the Company entered into uniform Termination Protection
Agreements with the Company which would provide limited benefits to any of such
individuals if his employment were terminated without cause within two and a
half years after a change in corporate control, as defined in the agreements.
Such benefits would also be available if, prior to the change in control, the
individual should be terminated at the request of the party acquiring control or
he terminates his own employment at such a time on account of a substantial
diminution of responsibilities or base compensation or in similar circumstances.
The principal benefit in such a case would essentially be twice the individual's
base salary and target bonus.
Along with most other employees of the Company, the five officers
identified above participate in the Company's Pension Plan, which is a defined
benefit plan meeting regulatory requirements. Benefits under the Pension Plan,
payable upon normal retirement at the age of sixty-five as a life annuity or the
actuarial equivalent thereof, are based upon age, length of service and an
average of the participant's five highest consecutive years of compensation.
The Company also has a Supplemental Retirement Program for the five
previously identified executive officers, as well as certain other key
employees, which is a non-qualified program governed by individualized
agreements between each of those officers and the Company. The program provides
supplemental benefits that are generally computed at one half of the average of
the participant's annual salary and bonus for the immediately preceding five
years, less the benefit payable from the aforementioned Pension Plan. The
program normally gives full supplemental benefits to participants who retire
after attaining the age of sixty-five with twenty or more years of service, or
partial benefits at retirement after the age of fifty-five based upon the actual
years of service. The occurrence of certain events resulting in a change of
corporate control may accelerate the vesting and payment of partial benefits. In
addition, there are provisions for benefits in the event of death or disability
while employed, regardless of the age of the participant.
Inasmuch as four of the five previously identified executive officers of
the Company will, by their normal retirement at the age of sixty-five, have
become eligible for a full benefit under the combination of the Pension Plan and
the Supplemental Retirement Program described above, their respective years of
service will not be a factor in calculating the annual benefits that will become
payable to them
8
<PAGE> 11
respectively at normal retirement. Because Mr. Penhollow, on the other hand,
will have fewer than twenty years of service upon reaching normal retirement
age, he will receive thirty percent of the full benefit described above. The
full benefits may be estimated, depending upon the average compensation of the
respective participants, from the following table:
RETIREMENT BENEFIT TABLE
<TABLE>
<CAPTION>
Average Annual
Remuneration Benefit
------------ -------
<S> <C>
$150,000 $ 75,000
200,000 100,000
400,000 200,000
600,000 300,000
800,000 400,000
</TABLE>
Indicated below is the beneficial ownership of the Common Stock by each of
the five previously identified executive officers of the Company and by all
directors and executive officers as a group, as of the record date for the
Annual Meeting, except as otherwise noted:
SECURITY OWNERSHIP OF MANAGEMENT
<TABLE>
<CAPTION>
Number
of Percent of Nature of
Name Shares(1) Outstanding Ownership(2)
---------------------------------- ----------- ------------ ------------
<S> <C> <C> <C>
Mr. Koontz........................ 77,080 Less than 1% Direct
Mr. O'Neil........................ 39,936 Less than 1% Direct
Mr. Keating....................... 19,866 Less than 1% Direct
Mr. Marold........................ 28,331 Less than 1% Direct
Mr. Penhollow..................... 236 Less than 1% Direct
All directors and executive
officers as a group(3).......... 2,222,401 12.6% Direct
</TABLE>
- ---------------
(1) The figures in the table for the named individuals include shares owned
outright as well as options to purchase shares which are currently
exercisable by each of them under the Company's Stock Option Plans or which
will become exercisable within sixty days after the record date for the
Annual Meeting. The respective figures also include shares held by the
trustees of the Employees' Stock Purchase Plan for the benefit of each named
individual as of the most recently completed fiscal quarter for which such
figures are available.
(2) Except as indicated in Note 3 below.
(3) In addition to the current directors and the five executives named in the
table, this group includes the current Chief Executive Officer and three
other corporate officers of the Company. Because certain officers in this
group are trustees of the Employees' Stock Purchase Plan and as such have
the right to vote the shares held by that plan on behalf of its
participants, they may be deemed to be beneficial owners of the 503,167
shares held by that plan as of the record date, and such shares are
therefore included in the total shown as beneficially owned by the group.
Also included are options to purchase 104,950 shares under the Company's
Stock Option Plans which are currently exercisable by all members of the
group or will become exercisable within sixty days after the record date.
- ---------------
Report of the Compensation and Nominating Committee
of the Board of Directors on Executive Compensation
The Compensation and Nominating Committee of the Board of Directors submits
this report as a summary of policies and practices applicable to the
compensation of the Company's executive officers, including the five named on
the preceding pages, during the Company's 1995 fiscal year. In the Committee's
opinion, the compensation received by the Company's executive officers during
fiscal 1995 was consistent with the long-standing policies that govern the
compensation of the Company's key executives generally and was altogether
appropriate and in keeping with the best interests of the Company, its employees
and its shareholders.
9
<PAGE> 12
The Company continues to be the industry leader in a highly specialized
field characterized by strong competitive pressures and stringent requirements
for personalized service, confidentiality, accuracy and fast turnaround in the
preparation, printing and distribution of financial, corporate and commercial
documentation. To attain and maintain this position through the employment and
retention of capable key executives, the Company has established an executive
compensation program which properly recognizes each executive's contributions to
the Company's operating performance based upon the attainment of targeted
profitability as well as the accomplishment of other planned objectives. The
policy of the Company is to keep salaries for its key executives, including that
of the
Chief Executive Officer, at modest but competitive levels. These salaries are
augmented by incentive compensation which appropriately recognize individual
performance during the year that has resulted primarily in the achievement of
targeted levels of profitability and also, to a lesser degree, in the
accomplishment of certain defined, strategic objectives both quantitative and
qualitative. The latter objectives include the successful integration of new
products and services and newly acquired business units, introduction of new
technologies, improvement of internal organization with special emphasis on
networking and internal coordination, continued heightening of quality
awareness, operational efficiencies, significant cost-reductions, and for some
individuals other objectives. A careful application of these guidelines during
fiscal 1995 determined the aggregate compensation disclosed on the preceding
pages for the five named individuals as well as the remuneration for other key
executives of the Company.
With respect to the former Chief Executive Officer's incentive
compensation, the primary determinant was reaching a predetermined, targeted
level of net income for the Company. For 1995, his performance was measured
solely by employing a formula which used net income as its basis.
Periodic incentive stock option grants are proposed by the Chief Executive
Officer for the Company's key employees other than himself and are subject to
approval by the Committee. The Committee also established an incentive stock
option grant for the Chief Executive Officer for 1995. The purposes of the
option plans described elsewhere in this Proxy Statement are not only to retain
capable executive officers and other key employees, but also to provide an
inducement for them to promote the best, long-term interests of the Company and
its shareholders through their direct ownership of the Common Stock. The number
of options granted in each case is determined by the grantee's individual
performance and opportunity for contribution to the overall profitability of the
Company. Value added to the Company through these sustained efforts may be
reflected in an appreciating equity position for each optionee as his or her
options become exercisable on an incremental basis over a period of years.
During fiscal year 1995, all the actions and recommendations of this
Committee which required Board approval were ratified unanimously by the full
Board of Directors. Furthermore, it should be noted that the specific profit
targets, strategic objectives, details of the formula used in calculating the
Chief Executive Officer's incentive compensation, and other quantitative or
qualitative factors considered by the Committee involved confidential business
information, and the specific disclosure thereof might have a substantial
adverse effect on the Company.
This report was submitted on December 14, 1995 by the undersigned, being
all the members of the Compensation and Nominating Committee.
H. Marshall Schwarz, Chairman
Wendell M. Smith
Beverley B. Wadsworth
10
<PAGE> 13
Performance Graph
The following graph compares on a cumulative basis the yearly percentage
change over the last five fiscal years in (a) the total stockholder return on
the Company's Common Stock with (b) the total return on the Standard & Poor's
500 Index ("S&P 500") and (c) the total return on the Standard & Poor's
Specialized Services Index ("Specialized Services"). Such yearly percentage
change has been measured by dividing (i) the sum of (A) the amount of dividends
for the measurement period, assuming dividend reinvestment, and (B) the
difference between the price per share at the end and that at the beginning of
the measurement period, by (ii) the price per share at the beginning of the
measurement period. The price of each unit has been set at $100 on October 31,
1990, in the preparation of the graph.
The S&P 500 has been selected for comparison as a broad equity market
index. The Specialized Services index, previously known as the Standard & Poors
Commercial Services index, was originally chosen for comparison as a peer group,
in part because it included the Company itself. Although Standard & Poor's
created a newer, more focused industry group in February 1994 consisting of the
Company and eighteen other printing firms, and accordingly removed the Company
from Specialized Services at the same time, the Company will continue to compare
Specialized Services as its peer group until the newer Standard & Poor's index
of printers offers a full five-year history for comparison or until a more
suitable index becomes available. The Specialized Services index includes the
capital-weighted performance results of companies classified in specialized
services which are also included in the S&P 500.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG BOWNE & CO., INC., S&P 500 AND SPECIALIZED SERVICES
(FISCAL YEARS ENDING OCTOBER 31)
<TABLE>
<CAPTION>
MEASUREMENT PERIOD BOWNE & CO., SPECIALIZED
(FISCAL YEAR COVERED) INC. S&P 500 SERVICES
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 150.35 133.50 117.27
1992 169.16 146.79 115.81
1993 245.81 168.72 106.41
1994 195.99 175.25 106.62
1995 232.85 221.44 130.81
</TABLE>
11
<PAGE> 14
The immediately preceding sections entitled "Report of the Compensation and
Nominating Committee of the Board of Directors on Executive Compensation" and
"Performance Graph" do not constitute soliciting material for purposes of Rule
14a-9 of the Securities and Exchange Commission, may not be deemed to have been
filed with the Commission for purposes of Section 18 of the Securities Exchange
Act of 1934, and are not to be incorporated by reference into any other filing
made by the Company with the Commission.
Insurance Statement
Periodically the Company renews its insurance policy covering the directors
and officers of the Company and of its subsidiaries against certain liabilities
they may incur in performing their duties. The policy also insures the Company
against its obligations to indemnify those same individuals for such
liabilities. This coverage is currently provided by Federal Insurance Company
for one year commencing June 16, 1995 with a premium of $146,467.
Ratification of Appointment of Auditors
At its meeting held December 14, 1995, the Board of Directors appointed the
accounting firm of Ernst & Young LLP ("Ernst & Young") to be the auditors of the
Company for the current fiscal year ending October 31, 1996, subject to the
ratification of such appointment by the affirmative vote of the holders of a
majority of the outstanding Common Stock entitled to vote at the Annual Meeting.
Ernst & Young is considered to be a well-qualified firm. Should a majority of
the shares duly voted at the Annual Meeting fail to concur in the appointment of
Ernst & Young, the selection of auditors will be reconsidered by the Board of
Directors.
The Company has been informed that neither Ernst & Young nor any member
thereof has any relationship with the Company or its subsidiaries other than
that arising from such firm's employment as auditors. Representatives of Ernst &
Young are expected to be present at the Annual Meeting and will be afforded an
opportunity to make a statement, if they wish, and to respond to appropriate
stockholders' questions, if any.
The firm of Ernst & Young has served as the Company's auditors since 1991.
The services rendered by Ernst & Young to the Company with respect to the 1995
fiscal year included (1) examination of the consolidated financial statements
contained in the Company's Annual Report to Stockholders and in its Annual
Report on Form 10-K, (2) examination of the financial statements of the
Company's employee benefit plans, (3) consultation on various accounting
matters, (4) meetings with the Audit Committee of the Board of Directors, (5)
preparation of federal and state tax returns for the Company and its
subsidiaries, (6) tax services in connection with the Company's employee benefit
plans, and (7) miscellaneous tax services as required. The Audit Committee
annually reviews the services rendered by the Company's auditors, as well as the
possible effect thereof on auditor independence, and has approved the nature of
such services.
The Board of Directors recommends a vote for the ratification of the
appointment of Ernst & Young as the Company's auditors for the fiscal year
ending October 31, 1996. The vote required for such ratification is a majority
of the votes duly cast by stockholders entitled to vote at the Annual Meeting.
Other Matters
Although there is no business, so far as is now known to the Company,
except that set forth above to be presented for action by the Company's
stockholders at the Annual Meeting, it is intended that the shares represented
by the proxies solicited herewith will be voted on any other matters and
proposals that may properly come before the meeting, or any adjournment thereof,
in accordance with the discretion of the persons named therein as
attorneys-in-fact and agents, unless contrary written instructions are received.
12
<PAGE> 15
Proposals of Security Holders
A proposal by a security holder intended to be presented at the Company's
1997 Annual Meeting of Stockholders and to be included in the Proxy Statement
therefor must be received in writing at the Company's principal executive
offices at 345 Hudson Street, New York, New York 10014, marked to the attention
of the Corporate Secretary, no later than October 14, 1996.
------------------------
AVAILABILITY OF FORM 10-K
THE COMPANY WILL PROVIDE TO ANY STOCKHOLDER WITHOUT CHARGE, UPON THE
WRITTEN REQUEST OF THAT STOCKHOLDER, A COPY OF THE COMPANY'S ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED OCTOBER 31, 1995, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. SUCH REQUESTS SHOULD BE ADDRESSED TO:
DOUGLAS F. BAUER, CORPORATE SECRETARY & COUNSEL, BOWNE & CO., INC., 345 HUDSON
STREET, NEW YORK, NEW YORK 10014.
- --------------------------------------------------------------------------------
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED REPLY ENVELOPE, TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
- --------------------------------------------------------------------------------
13
<PAGE> 16
(LOGO)
Bowne & Co., Inc. 345 Hudson Street New York, New York 10014
<PAGE> 17
[BOWNE LOGO]
BOWNE & CO., INC. P R O X Y
345 HUDSON STREET
NEW YORK, N.Y. 10014
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Revoking any prior appointment, the undersigned hereby appoints
Robert M. Johnson and Douglas F. Bauer, and each of them, attorneys-in-fact
and agents with power of substitution, to vote as proxy for the undersigned as
herein stated, at the Annual Meeting of Stockholders of Bowne & Co., Inc., to
be held at the offices of the American Stock Exchange, 86 Trinity Place, New
York, New York, on Thursday, March 28, 1996, beginning at 10:00 A.M. local
time, and at any adjournment thereof, with respect to the number of shares the
undersigned would be entitled to vote if personally present.
THE SHARES COVERED BY THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED
(1) FOR THE ELECTION OF DIRECTORS; (2) FOR THE RATIFICATION OF THE APPOINTMENT
OF AUDITORS; AND (3) IN ACCORDANCE WITH THE DISCRETION OF THE NAMED
ATTORNEYS-IN-FACT AND AGENTS ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING, UNLESS INSTRUCTIONS TO THE CONTRARY ARE INDICATED ON THE REVERSE
SIDE HEREOF.
The undersigned hereby acknowledges receipt of a copy of the Proxy
Statement which was mailed to all stockholders beginning on or about February
8, 1996, relating to such Annual Meeting.
(Continued, and to be dated and signed, on the other side)
<PAGE> 18
MARK BOXES /FILLED/ OR /X/ IN BLUE OR BLACK INK. THEN SIGN, DATE AND RETURN
THIS CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
<TABLE>
<S> <C> <C>
1. Election of Directors: / / FOR ALL NOMINEES / / EXCEPTIONS*
Class II: Edward H. Meyer, James P. O'Neil / / AGAINST ALL NOMINEES * To withhold authority to vote for
Class III: Robert M. Johnson, H. Marshall any nominee, mark the box for
Schwarz, Wendell M. Smith "Exceptions" and strike out that
nominee's name.
2. Ratification of the appointment / / FOR / / AGAINST / / ABSTAIN
of Ernst & Young LLP as auditors
for fiscal 1996:
3. The proxies are authorized to vote in accordance with their discretion on such
other business as may properly come before the meeting.
</TABLE>
(Signatures should conform exactly to the name
imprinted on this card. Executors,
administrators, guardians, trustees, attorneys-
in-fact and officers signing for corporations
should state full title or signatory capacity.)
Dated____________________________________, 1996
Signed_________________________________________
<PAGE> 19
[BOWNE LOGO]
P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Revoking any prior appointment, the undersigned hereby appoints Robert M.
Johnson and Douglas F. Bauer, and each of them, attorneys-in-fact and agents
with power of substitution, to vote as proxy for the undersigned as herein
stated, at the Annual Meeting of Stockholders of Bowne & Co., Inc., to be held
at the offices of the American Stock Exchange, 86 Trinity Place, New York, New
York, on Thursday, March 28, 1996, beginning at 10:00 A.M. local time, and at
any adjournment thereof, with respect to the number of shares the undersigned
would be entitled to vote if personally present.
THE SHARES COVERED BY THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED (1)
FOR THE ELECTION OF DIRECTORS; (2) FOR THE RATIFICATION OF THE APPOINTMENT OF
AUDITORS; AND (3) IN ACCORDANCE WITH THE DISCRETION OF THE NAMED
ATTORNEYS-IN-FACT AND AGENTS ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING, UNLESS INSTRUCTIONS TO THE CONTRARY ARE INDICATED ON THE REVERSE
SIDE HEREOF.
The undersigned hereby acknowledges receipt of a copy of the Proxy Statement
which was mailed to all stockholders of record beginning on or about February 8,
1996, relating to such Annual Meeting.
(Continued, and to be dated and signed, on the other side)
BOWNE & CO., INC.
P.O. Box 11066
New York, N.Y. 10203-0066
<PAGE> 20
MARK BOXES /X/ IN BLUE OR BLACK INK. THEN SIGN, DATE AND RETURN
THIS CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
<TABLE>
<S> <C> <C>
1. Election of two Class II Directors and FOR ALL NOMINEES / / EXCEPTIONS* / /
three Class III Directors:
AGAINST ALL NOMINEES / / * To withhold authority to vote for
Class II: Edward H. Meyer, James P. O'Neil any nominee, mark the box for
Class III: Robert M. Johnson, H. Marshall "Exceptions" and strike out that
Schwarz, Wendell M. Smith nominee's name.
2. Ratification of the appointment FOR / / AGAINST / / ABSTAIN / /
of Ernst & Young LLP as auditors
for fiscal 1996:
3. The proxies are authorized to vote in accordance with their discretion on such
other business as may properly come before the meeting.
</TABLE>
IF YOU HAVE NOTED AN ADDRESS CHANGE OR COMMENTS ON EITHER SIDE OF THIS CARD,
PLEASE MARK HERE: / /
(Signatures should conform exactly to the name
imprinted on this card. Executors,
administrators, guardians, trustees, attorneys-
in-fact and officers signing for corporations
should state full title or signatory capacity.)
Dated____________________________________, 1996
Signed_________________________________________
_______________________________________________
<PAGE> 21
[BOWNE LOGO]
BOWNE & CO., INC. VOTING INSTRUCTIONS
345 HUDSON STREET (EMPLOYEES' STOCK PURCHASE PLAN)
NEW YORK, N.Y. 10014
YOUR SIGNATURE IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Revoking any prior instructions, the undersigned participant in the
Bowne & Co., Inc. Employee's Stock Purchase Plan (the "Plan"), as beneficial
owner of certain shares under the Plan, hereby instructs the Trustees of the
Plan and their proxies to vote as indicated on the reverse side hereof at the
Annual Meeting of Stockholders of Bowne & Co., Inc., to be held at the offices
of the American Stock Exchange, 86 Trinity Place, New York, New York, on
Thursday, March 28, 1996, beginning at 10:00 A.M. local time, and at any
adjournment thereof, with respect to the aggregate number of shares held by the
Trustees for the account of the undersigned as of February 7, 1996. Any shares
under the Plan as to which no such voting instructions are received will be
voted by the Trustees in their sole discretion.
The undersigned hereby acknowledges receipt of a copy of the Proxy
Statement which was mailed to all Plan participants on or about February 8,
1996, relating to such Annual Meeting. Please do not use this card to notify
the Company of a change of address.
(Continued, and to be dated and signed, on the other side)
<PAGE> 22
MARK BOXES /FILLED/ OR /X/ IN BLUE OR BLACK INK. THEN SIGN, DATE AND RETURN
THIS CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
<TABLE>
<S> <C> <C>
1. Election of Directors: / / FOR ALL NOMINEES / / EXCEPTIONS*
Class II: Edward H. Meyer, James P. O'Neil / / AGAINST ALL NOMINEES * To withhold authority to vote for
Class III: Robert M. Johnson, H. Marshall any nominee, mark the box for
Schwarz, Wendell M. Smith "Exceptions" and strike out that
nominee's name.
2. Ratification of the appointment / / FOR / / AGAINST / / ABSTAIN
of Ernst & Young LLP as auditors
for fiscal 1996:
3. The Trustees are authorized to vote in accordance with their discretion on such
other business as may properly come before the meeting.
</TABLE>
(Signatures should conform exactly to the name
imprinted on this card.)
Dated____________________________________, 1996
Signed_________________________________________
