BOWNE & CO INC
10-K405, 1996-01-26
COMMERCIAL PRINTING
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<PAGE>   1
 
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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549
                               ------------------
                                   FORM 10-K
                               ------------------
 
/X/ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934 [Fee Required]
 
    For the fiscal year ended October 31, 1995, or
 
/ / Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 [No Fee Required]
 
    For the transition period from                   to
                                   -----------------    -----------------
 
                           COMMISSION FILE NO. 1-5842

                               ------------------
 
                               BOWNE & CO., INC.
             (Exact name of Registrant as specified in its charter)
 

               NEW YORK                              13-2618477
     (State or other jurisdiction                 (I.R.S. Employer
   of incorporation or organization)           Identification Number)

           345 HUDSON STREET
          NEW YORK, NEW YORK                            10014
    (Address of principal executive                  (Zip code)
                 offices)
 
                                 (212) 924-5500
              (Registrant's telephone number, including area code)
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 

                                                     NAME OF EACH EXCHANGE ON
         TITLE OF EACH CLASS                             WHICH REGISTERED

            Common Stock,                             American Stock Exchange
           Par Value $.01

 
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
 
                                      NONE
                                (Title of class)
 
     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 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 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. [ X ]
 
     The aggregate market value of the Common Stock issued and outstanding and
held by nonaffiliates of the Registrant, based upon the closing price for the
Common Stock on the American Stock Exchange on January 22, 1996, was
$304,641,000. For purposes of the foregoing calculation, the Registrant's
Employees' Stock Purchase Plan is deemed to be an affiliate of the Registrant.
 
     The number of shares outstanding of each of the Registrant's classes of
common stock was 17,357,209 shares of Common Stock outstanding as at January 22,
1996.
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     Certain portions of the documents of the Registrant listed below have been
incorporated by reference into the indicated parts of this Annual Report on Form
10-K:
 
<TABLE>
<S>                                                                   <C>
     Notice of Annual Meeting of Stockholders and Proxy Statement
        anticipated to be dated February 8, 1996....................  Part III, Items 10-12
                                                                      Part IV, Item 14
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2
 
                                     PART I
 
ITEM 1.  BUSINESS
 
     The Registrant was incorporated in the State of New York in 1968. The
Registrant and its subsidiaries are hereinafter collectively referred to as the
Company, unless otherwise noted. The Company, through its subsidiaries, is
engaged in providing the timely and accurate preparation and distribution of
documentation related to corporate and governmental financing, information
management and compliance documentation services throughout the United States
and Canada and also in London, Paris, Frankfurt, Hong Kong, Singapore, Jakarta
and Mexico City, with affiliates worldwide.
 
     The percentage of the Company's consolidated total sales attributable to
each class of service offered by the Company for the last five years is set
forth below.
 
<TABLE>
<CAPTION>
                 CLASS OF SERVICE                   1995      1994      1993      1992      1991
- --------------------------------------------------  ----      ----      ----      ----      ----
<S>                                                 <C>        <C>       <C>       <C>       <C>
Financial and corporate printing..................   81%       82%       87%       84%       85%
Commercial and legal printing.....................   19        18        13        16        15
                                                    ----      ----      ----      ----      ----
                                                    100%      100%      100%      100%      100%
                                                    ====      ====      ====      ====      ====
</TABLE>
 
     The Company's financial printing includes registration statements,
tax-exempt offering circulars, prospectuses, loan agreements, special proxy
materials, tender offer materials and other documents related to corporate
financings, acquisitions and mergers, as well as mutual funds. Corporate
printing includes annual and interim reports and proxy materials prepared by
corporations for distribution to stockholders, Securities and Exchange
Commission reports on Form 10-K and stock exchange listing applications.
 
     The Company's commercial printing includes business forms, sales aids and
literature, point of purchase materials, market letters, newsletters and other
custom-printed matter, prepared for customers engaged in general commerce. Legal
printing consists of the printing of legal briefs and records for use by
attorneys in trial, appellate and administrative proceedings.
 
     Although substantial investment in equipment and facilities is required,
the Company's business is principally service-oriented. Financial and corporate
printing services rendered by the Company normally begin with the receipt of
customer copy, which may arrive as hard copy, on a diskette, magnetic tape or
through electronic transfer, and typically involve the rapid computer
typesetting and printing of documents and may also involve electronic
dissemination. Final copy for these documents is a composite resulting from
drafting and editing by parties interested in each transaction, including
corporate executives, investment bankers, attorneys and accountants. Prior to
approval of final copy, numerous proofs are usually required to be supplied by
the Company. When the parties have all agreed upon the contents of the document,
last minute changes are made, final proofs are approved, and the job goes to
press for printing. Thereafter, the document is bound into book form and
delivered by various means including electronic distribution, to parties in
diverse locations. Speed and accuracy are required at all stages, and frequently
final alterations are made when pages of a document are on press. While the time
pressures in connection with commercial and legal printing are not as great as
in financial and corporate printing, the basic process and techniques employed
are the same.
 
     The Company maintains conference rooms and telecommunication capabilities
at most of its offices for use by customers in conducting meetings associated
with jobs in progress and provides customers with on-site conveniences which
promote ease and speed of editorial copy changes and otherwise facilitate
completion of assignments. In addition, the Company has developed and utilizes
an extensive electronic communications network which facilitates document
handling and makes collaboration by customers at different sites practicable.
 
     The Company's operations are conducted principally in the United States and
Canada. The Company also operates service centers in London, Paris, Frankfurt,
Hong Kong, Singapore, Jakarta and Mexico City to support its customers'
multi-national transactions. Total sales, net income and identifiable assets
attributable to the United States and Canada for fiscal 1995, 1994 and 1993 are
shown in Note 12 of the Notes to Consolidated Financial Statements on page 21.
Sales, income and assets attributable to the Company's operations outside the
United States and Canada are not material.
 
                                        1
<PAGE>   3
 
COMPETITION
 
     The Company renders printing services to a wide variety of customers,
including business corporations, law firms, investment bankers, mutual funds,
bond dealers and other financial institutions. Competition with respect to each
of the services is intense and is based principally upon the ability to perform
the services described with speed and accuracy. Price and the quality of
supporting services are also important in this regard.
 
     The Company competes directly with a number of other financial and
corporate printers having the same degree of specialization in these fields.
Some of these competitors have multiple locations, and some are subsidiaries or
divisions of companies having greater financial resources than those of the
Company. Although there is no published information available upon which to
determine its share of the total financial and corporate printing market, the
Company believes that it is the largest in these fields in terms of sales
volume. Competition based upon speed, accuracy of service and location of
facilities is particularly intense among financial and corporate printers. In
addition, the Company has experienced intense competition for sales personnel
and, to a lesser degree, production personnel relating to its financial and
corporate printing services.
 
     In the commercial and legal printing fields, the Company competes not only
with other financial and corporate printers, but also with general, commercial
and legal printers, which are far more numerous than those in the financial and
corporate class. The Company's participation in and share of these markets are
minor.
 
RESEARCH AND DEVELOPMENT
 
     As a result of technological developments in the field of computers and
peripheral equipment, the Company and its principal competitors utilize
computerized typesetting systems in the process of preparing documentation. A
research and development capability is maintained by the Company to continually
evaluate the advances in computer software, hardware and peripherals, computer
networking and telecommunication systems as they relate to the Company's
business and to develop and install enhancements to the Company's own
proprietary system. The Company's research and development expenditures,
determined in accordance with generally accepted accounting principles, are not
material.
 
MARKETING
 
     The Company employs approximately 200 sales people. In addition to
soliciting business from existing and prospective customers, the sales people
act as a liaison between the customer and those in charge of service operations
and provide advice and assistance to customers. The Company regularly advertises
in financial newspapers and journals. Sales promotion is also carried on by mail
and presentation of seminars.
 
SEASONAL AND OTHER FACTORS AFFECTING THE COMPANY'S BUSINESS
 
     The Company's business is generally affected by cyclical factors. A
substantial portion of the Company's sales and net income depends upon the
volume of public financings, particularly equity offerings, which is influenced
by corporate funding needs, stock market fluctuations, prevailing interest
rates, and general economic and political conditions. The above-mentioned
factors also affect the volume of corporate acquisitions, consolidations,
mergers and similar transactions, which in turn influence the demand for the
Company's services. In addition, the Company's corporate printing business is
seasonal to the extent that the greatest number of proxy statements and annual
reports are required to be printed during the Company's fiscal quarter ending
April 30.
 
     As a result of the factors mentioned above, coupled with the general
necessity for rapid implementation of printing jobs after delivery of copy by
its customers, the Company must maintain physical plant and customer service
staff sufficient to meet maximum work loads. Consequently, the Company does not
always operate at full capacity.
 
                                        2
<PAGE>   4
 
CUSTOMERS AND BACKLOG OF ORDERS
 
     The Company has no significant long-term contracts with its customers. The
Company has no backlog, within the common meaning of that term, which is normal
throughout the industry. During the fiscal year ended October 31, 1995, no
customer accounted for 10% or more of the Company's sales.
 
EMPLOYEES
 
     At October 31, 1995, the Company had approximately 2,800 employees.
Relations with the Company's employees generally are considered to be
satisfactory. Approximately 11% of the Company's production employees are
members of various unions, which represent different categories of workers. The
subsidiaries of the Company which have union employees in their plants enter
into separate contracts with various local unions. Such contracts include
provisions for employer contributions to pension and welfare plans. The Company
also provides pension, profit-sharing, certain insurance and other benefits to
most non-union employees.
 
SUPPLIERS
 
     The Company purchases various materials and services from a number of
suppliers, of which the most important items are paper and electrical energy.
The Company purchases paper from a paper mill and paper merchants. Alternate
sources of supply are presently available. No difficulty has been experienced to
date in obtaining adequate amounts of paper or electrical energy. However, a
severe paper or energy shortage could have an adverse effect upon the operations
of the Company.
 
PATENTS AND OTHER RIGHTS
 
     The Company has no significant patents, licenses, franchises, concessions
or other rights except its trademarks, nor does it have specialized machinery,
facilities or contracts which are not available to other firms in the industry
except a proprietary computer typesetting and telecommunications system.
 
FOREIGN SALES
 
     The Company's foreign operations are located in Canada, London, Paris,
Frankfurt, Hong Kong, Singapore, Jakarta and Mexico City. In addition, the
Company has affiliations with certain printing firms abroad, but its sales and
revenues derived from services rendered in foreign countries other than Canada
were less than 5% of the Company's total sales in each of the past three fiscal
years. See Note 12 of the Notes to Consolidated Financial Statements on page 21.
 
RENEGOTIATION
 
     No significant portion of the Company's sales is subject to renegotiation
of profits or termination of contracts or subcontracts at the election of the
government.
 
                                        3
<PAGE>   5
 
ITEM 2. PROPERTIES
 
     Information regarding the material facilities of the Company, as of 
October 31, 1995, seven of which are leased and ten of which are owned in fee, 
is set forth below.
 
<TABLE>
<CAPTION>
                                 YEAR
                                 LEASE                                                 SQUARE
        LOCATION                EXPIRES                     DESCRIPTION                FOOTAGE
        --------                -------                     -----------                -------
<S>                      <C>                    <C>                                   <C>
345 Hudson Street                2006           Typesetting, printing plant and        147,000
  New York, NY                                    general office space.

60 Gervais Drive                 1997           Typesetting, printing plant and         57,000
  Don Mills (Toronto),                            general office space.
  Ontario, Canada

1570 Northside Drive             2002           Typesetting, printing plant and         44,000
  Atlanta, GA                                     general office space.

610 West Congress                1999           Typesetting, printing plant and         25,000
  Detroit, MI                                     general office space.

1201 West Pender Street          1998           Typesetting, printing plant and         15,500
  Vancouver, British                              general office space.
  Columbia, Canada

633 West Fifth Street            2000           Typesetting and general                 15,000
  Los Angeles, CA                                 office space.

1341 G Street N.W.               1999           Typesetting and general                 11,000
  Washington, DC                                  office space.

215 County Avenue                Owned          Printing plant and                     105,000
  Secaucus, NJ                                    general office space.

1241 Superior Avenue             Owned          Typesetting, printing plant and         73,000
  Cleveland, OH                                   general office space.

325 West Ohio Street             Owned          Typesetting, printing plant and         60,000
  Chicago, IL                                     general office space.

5400 Chemin St. Francois         Owned          Typesetting, printing plant and         55,000
  St. Laurent (Montreal),                         general office space.
  Quebec, Canada

411 D Street                     Owned          Typesetting, printing plant and         52,000
  Boston, MA                                      general office space.

1500 North Central Avenue        Owned          Typesetting, printing plant and         50,000
  Phoenix, AZ                                     general office space.

1200 Oliver Street               Owned          Typesetting, printing plant and         48,000
  Houston, TX                                     general office space.

1706 Maple Avenue                Owned          Printing plant and general              41,000
  Los Angeles, CA                                 office space.

1931 Market Center Blvd.         Owned          Typesetting, printing plant and         36,000
  Dallas, TX                                      general office space.

15 Seeley Avenue                 Owned          Computer center and general             18,000
  Piscataway, NJ                                  office space.
</TABLE>
 
     All of the properties described above are well maintained, in good
condition and suitable for all presently anticipated requirements of the
Company. Virtually all of the Company's equipment is owned outright, free and
clear of any liens and encumbrances. A relatively minor amount of equipment
utilized by the Company is
 
                                        4
<PAGE>   6
 
rented on short-term leases, and no renewal problems are anticipated. All of the
foregoing properties are used in the Company's printing business. Reference is
made to Notes 8 and 11 of the Notes to Consolidated Financial Statements on
pages 20 and 21.
 
ITEM 3. PENDING LEGAL PROCEEDINGS
 
     The Company is involved in no pending legal proceedings other than routine
litigation incidental to the conduct of its business which is not material to
its business. Reference is made to Note 13 of the Notes to Consolidated
Financial Statements on page 22.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     Inapplicable.
 
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
 
     Information regarding executive officers of the Registrant is presented in
Part III below and incorporated here by reference.
 
                                    PART II
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
        AND RELATED STOCKHOLDER MATTERS
 
     The Company's common stock is traded on the American Stock Exchange under
the symbol "BNE". The following is the range of high and low sales prices and
dividends paid per share for fiscal 1995 and 1994 by quarters.
 
<TABLE>
<CAPTION>
                                                             RANGE OF SALES
                                                                 PRICES
                                                          --------------------     DIVIDENDS
                                                          HIGH            LOW      PER SHARE
                                                          -----           ----     ---------
<S>                                                       <C>             <C>      <C>
1995
     Fourth quarter...................................... $20 5/8         $17 5/8    $.09
     Third quarter.......................................  19              15 5/8     .09
     Second quarter......................................  18 1/4          15 1/2     .09
     First quarter.......................................  18 1/8          15 3/8     .09
                                                          -------         -------  -------
          Fiscal year.................................... $20 5/8         $15 3/8    $.36
                                                          -------         -------  -------
1994
     Fourth quarter...................................... $22 7/8         $15 3/4    $.090
     Third quarter.......................................  23 5/8          19 5/8     .075
     Second quarter......................................  28 1/2          20 5/8     .075
     First quarter.......................................  22 7/8          17 1/2     .075
                                                          -------         -------  -------
          Fiscal year.................................... $28 1/2         $15 3/4    $.315
                                                          -------         -------  -------
</TABLE>
 
     As of October 31, 1995, there were approximately 1,450 stockholders of
record of the Company's common stock.
 
                                        5
<PAGE>   7
 
ITEM 6.  SELECTED FINANCIAL DATA
 
     The following table summarizes information with respect to the operations
of the Company.
 
<TABLE>
<CAPTION>
                                 1995           1994           1993           1992           1991
                             ------------   ------------   ------------   ------------   ------------
<S>                          <C>            <C>            <C>            <C>            <C>
Operating Data
  Revenues:

     Net sales.............. $392,713,000   $380,653,000   $333,255,000   $282,201,000   $236,317,000

     Other..................    3,706,000      5,233,000      4,334,000      3,813,000      3,750,000
                             ------------   ------------   ------------   ------------   ------------
                              396,419,000    385,886,000    337,589,000    286,014,000    240,067,000
                             ------------   ------------   ------------   ------------   ------------
  Expenses:

     Cost of sales..........  233,493,000    221,943,000    173,061,000    145,729,000    127,231,000

     Selling and
       administrative.......  102,439,000     93,452,000     90,322,000     77,888,000     70,504,000

     Depreciation and
       amortization.........   17,852,000     15,158,000     12,859,000     12,478,000     13,693,000

     Interest...............      884,000      1,130,000      2,336,000      2,881,000      3,548,000
                             ------------   ------------   ------------   ------------   ------------
                              354,668,000    331,683,000    278,578,000    238,976,000    214,976,000
                             ------------   ------------   ------------   ------------   ------------

     Income before income
       taxes................   41,751,000     54,203,000     59,011,000     47,038,000     25,091,000

     Income taxes...........   18,465,000     22,963,000     23,692,000     18,770,000     10,766,000
                             ------------   ------------   ------------   ------------   ------------
     NET INCOME............. $ 23,286,000   $ 31,240,000   $ 35,319,000   $ 28,268,000   $ 14,325,000
                             ============   ============   ============   ============   ============

Balance Sheet Data

  Current assets............ $184,334,000   $157,750,000   $152,504,000   $131,313,000   $113,176,000

  Current liabilities.......   67,300,000     51,253,000     64,719,000     42,723,000     38,729,000

  Working capital...........  117,034,000    106,497,000     87,785,000     88,590,000     74,447,000

  Working capital ratio.....    2.74 to 1      3.08 to 1      2.36 to 1      3.07 to 1      2.92 to 1

  Net plant and equipment...  105,130,000    101,522,000     88,840,000     74,480,000     68,968,000

  Total assets..............  325,670,000    291,581,000    283,624,000    244,367,000    225,666,000

  Long-term indebtedness....    2,830,000      3,178,000      8,836,000     22,346,000     30,807,000

  Stockholders' equity......  241,509,000    222,795,000    196,683,000    166,503,000    144,448,000

Per Share

  Net income................       $ 1.34        $  1.80         $ 2.05          $1.65          $ .84

  Book value................        13.87          12.82          11.37           9.71           8.46

  Dividends.................          .36            .315           .30            .26            .25

</TABLE>
 
                                        6
<PAGE>   8
 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
 
LIQUIDITY AND CAPITAL RESOURCES
 
     The Company has a strong financial position, with excellent liquidity. On
October 31, 1995, the Company had a working capital ratio of 2.74 to 1 and
working capital of $117,034,000.
 
     Cash generated from operations, available working capital and borrowings
have been used to finance acquisitions, capital expenditures, payment of debt,
purchase of treasury stock and payment of dividends. It is expected that such
funds and the Company's borrowing capacity will be sufficient to finance the
Company's growth, future capital expenditures, acquisition of treasury stock,
payment of dividends and possible acquisitions.
 
INFLATION
 
     The Company has experienced the effects of inflation through increases in
the costs of employee compensation and related fringe benefits, facilities,
outside services, raw materials and other supplies. Due to price competition,
the Company does not always fully recover all of its increased costs.
 
RESULTS OF OPERATIONS
 
     The Company provides printing services to produce the varied documentation
required by major financial transactions, corporate periodic reports,
restructuring plans for bankrupt companies, communication to shareholders and
basic commercial printing. The sales value of each project is dependent, among
other things, upon the size, complexity and type of document printed, the time
allowed for completion and the level of changes required, and may be further
impacted by the level of competition.
 
     The Company's corporate printing business is seasonal to the extent that
the greatest number of proxy statements and annual reports are required to be
printed during the Company's second fiscal quarter ending April 30. In addition,
the Company's business is generally affected by cyclical conditions in the
capital markets.
 
     The general necessity for rapid document processing after delivery of copy
by its customers requires that the Company maintain physical plant and customer
service staff sufficient to meet maximum work loads. Consequently, the Company
does not always operate at full capacity. The costs for facilities, labor and
equipment constitute a major portion of the costs of goods sold. These costs do
not normally increase or decrease proportionally with changes in sales.
 
1995 COMPARED WITH 1994
 
     Sales increased 3% to $392,713,000. The increase was primarily attributable
to the continued increase in sales of non-transactional printing to corporate,
mutual funds and specialized commercial printing clients. The margins
attributable to non-transactional sales are normally lower than transactional
sales. Consequently, gross margin percentage decreased 1% to 41% and gross
margin, despite higher sales, was up slightly.
 
     Other revenue decreased 29% to $3,706,000 principally as a result of lower
capital gains from the sale of securities.
 
     Selling and administrative expenses increased $8,987,000 to $102,439,000
due to general increases in the cost of labor and facilities, continued
expansion of domestic and overseas operations and the expense related to the
unexpected retirement of the former President.
 
     Depreciation and amortization increased $2,694,000, or 18%, primarily due
to the expansion of facilities and the acquisition of equipment.
 
     Interest expense decreased $246,000 due to the payment of senior notes in
1994.
 
                                        7
<PAGE>   9
 
     The effective overall income tax rate increased from 42% to 44% primarily
as a result of a change in the deductibility of certain expenses for tax
purposes.
 
     As a result of the foregoing, income before income taxes was $41,751,000, a
decrease of 23%, and net income decreased 25% to $23,286,000.
 
1994 COMPARED WITH 1993
 
     Sales increased 14% to $380,653,000. The increase was primarily
attributable to increased sales of non-transactional printing to corporate,
mutual funds and specialized commercial printing clients. Such non-transactional
printing traditionally generates lower gross margins than transactional
printing. Although intensive for the first six months, demand for transactional
printing declined in the second half of 1994 and represented a lower proportion
of total sales this year. In addition, the Company also experienced increases in
production costs during 1994 as a result of the expansion of facilities and
increases in the work force, as well as general cost increases. Consequently,
the gross margin percentage decreased from 48% to 42% and the gross margin
decreased 1%, or $1,484,000.
 
     Other revenues increased $899,000 to $5,233,000 principally as a result of
capital gains related to the sale of securities.
 
     Selling and administrative expenses increased $3,130,000, or 3%, to
$93,452,000 principally as a result of increases in sales compensation and other
expenses related to increases in sales, as well as general increases in the
costs of facilities and labor.
 
     Depreciation and amortization expenses increased $2,299,000, or 18%,
primarily as a result of expansion of facilities and the acquisition of
equipment.
 
     Interest expense decreased $1,206,000 due to the reduction of the Company's
debt.
 
     The effective overall income tax rate increased from 40% to 42% as a result
of a higher effective tax rate on foreign earnings, a reduction in the amount of
available credits and certain other adjustments.
 
     As a result of the foregoing, income before income taxes decreased
$4,808,000, or 8%, to $54,203,000 and net income decreased $4,079,000, or 12%,
to $31,240,000.
 
                                        8
<PAGE>   10
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
 
                         REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors and Stockholders
Bowne & Co., Inc.
 
     We have audited the accompanying consolidated balance sheets of Bowne &
Co., Inc. and Subsidiaries as of October 31, 1995 and 1994, and the related
consolidated statements of income, stockholders' equity and cash flows for each
of the three years in the period ended October 31, 1995. Our audits also
included the financial statement schedule listed in the Index at Item 14(a).
These financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Bowne & Co., Inc. and Subsidiaries at October 31, 1995 and 1994, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended October 31, 1995, in conformity with generally
accepted accounting principles. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
 
     As discussed in Note 4 to the consolidated financial statements, as of
November 1, 1994, the Company adopted Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities."
 
                                          ERNST & YOUNG LLP
 
New York, New York
December 11, 1995
 
                                        9
<PAGE>   11
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
 
                           OCTOBER 31, 1995 AND 1994
 
ASSETS
 
<TABLE>
<CAPTION>
                                                                             1995               1994
                                                                         ------------       ------------
<S>                                                                      <C>                <C>
Current assets:
     Cash and cash equivalents........................................   $ 36,590,000       $ 38,464,000
     Trade accounts receivable, less allowance for doubtful accounts
      of $6,269,000 (1995) and $6,592,000 (1994)......................    114,532,000         90,440,000
     Inventories......................................................     27,028,000         20,176,000
     Prepaid expenses and other current assets........................      6,184,000          8,670,000
                                                                         ------------       ------------
                    Total current assets..............................    184,334,000        157,750,000
                                                                         ------------       ------------
Marketable securities.................................................     16,015,000         10,198,000
                                                                         ------------       ------------
Real estate, equipment and leasehold improvements:
     Land and buildings...............................................     57,718,000         55,775,000
     Machinery and plant equipment....................................    104,182,000         94,111,000
     Leasehold improvements...........................................     17,644,000         13,908,000
     Furniture, fixtures and vehicles.................................     20,582,000         17,513,000
                                                                         ------------       ------------
                                                                          200,126,000        181,307,000
     Less depreciation and amortization to date.......................     94,996,000         79,785,000
                                                                         ------------       ------------
                                                                          105,130,000        101,522,000
                                                                         ------------       ------------
Other assets:
     Excess of cost of subsidiaries over net assets at date of
      acquisition.....................................................     14,223,000         14,788,000
     Deferred income taxes............................................      1,713,000          2,450,000
     Other............................................................      4,255,000          4,873,000
                                                                         ------------       ------------
                                                                           20,191,000         22,111,000
                                                                         ------------       ------------
TOTALS................................................................   $325,670,000       $291,581,000
                                                                         ============       ============
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                       10
<PAGE>   12
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
 
                           OCTOBER 31, 1995 AND 1994
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
<TABLE>
<CAPTION>
                                                                               1995             1994
                                                                           ------------     ------------
<S>                                                                        <C>              <C>
Current liabilities:
  Notes payable and current portion of long-term debt..................    $  3,075,000     $  3,061,000
  Accounts payable.....................................................      16,961,000       13,398,000
  Employees' compensation..............................................      30,891,000       24,950,000
  Accrued expenses.....................................................      12,650,000        9,844,000
  Income taxes payable.................................................       3,723,000
                                                                           ------------     ------------
          Total current liabilities....................................      67,300,000       51,253,000
                                                                           ------------     ------------
Other liabilities:
  Long-term debt -- net of current portion.............................       2,830,000        3,178,000
  Deferred employee compensation and benefits..........................      14,031,000       14,355,000
                                                                           ------------     ------------
          Total liabilities............................................      84,161,000       68,786,000
                                                                           ------------     ------------
Stockholders' equity:
  Preferred stock:
     Authorized 1,000,000 shares, par value $.01
     Issuable in series -- none issued
  Common stock:
     Authorized 60,000,000 shares, par value $.01
     Issued 19,067,429 shares (1995) and 19,032,387 shares (1994)......         191,000          190,000
  Additional paid-in capital...........................................      24,270,000       23,944,000
  Retained earnings....................................................     235,027,000      218,001,000
  Unrealized gains on investments......................................       1,307,000
  Foreign currency translation adjustment..............................      (1,093,000)      (1,221,000)
  Treasury stock, at cost, 1,657,196 shares (1995) 
     and 1,653,209 shares (1994).......................................     (18,193,000)     (18,119,000)
                                                                           ------------     ------------
          Total stockholders' equity...................................     241,509,000      222,795,000
                                                                           ------------     ------------
TOTALS.................................................................    $325,670,000     $291,581,000
                                                                           ============     ============
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                       11
<PAGE>   13
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
                       CONSOLIDATED STATEMENTS OF INCOME
                  YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
 
<TABLE>
<CAPTION>
                                                   1995               1994               1993
                                               ------------       ------------       ------------
<S>                                            <C>                <C>                <C>
Revenues:
  Net sales................................    $392,713,000       $380,653,000       $333,255,000
  Other....................................       3,706,000          5,233,000          4,334,000
                                               ------------       ------------       ------------
          Totals...........................     396,419,000        385,886,000        337,589,000
                                               ------------       ------------       ------------
Expenses:
  Cost of sales............................     233,493,000        221,943,000        173,061,000
  Selling and administrative...............     102,439,000         93,452,000         90,322,000
  Depreciation and amortization............      17,852,000         15,158,000         12,859,000
  Interest.................................         884,000          1,130,000          2,336,000
                                               ------------       ------------       ------------
          Totals...........................     354,668,000        331,683,000        278,578,000
                                               ------------       ------------       ------------
Income before income taxes.................      41,751,000         54,203,000         59,011,000
Income taxes...............................      18,465,000         22,963,000         23,692,000
                                               ------------       ------------       ------------
NET INCOME.................................    $ 23,286,000       $ 31,240,000       $ 35,319,000
                                               ============       ============       ============
NET INCOME PER SHARE.......................        $1.34              $1.80              $2.05
                                                   =====              =====              =====
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                       12
<PAGE>   14
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                  YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
 
<TABLE>
<CAPTION>
                                                    1995              1994              1993
                                                ------------      ------------      ------------
<S>                                             <C>               <C>               <C>
Cash flows from operating activities:
Net income...................................   $ 23,286,000      $ 31,240,000      $ 35,319,000
Adjustments to reconcile net income to net
  cash provided by operating activities:
  Depreciation and amortization..............     17,852,000        15,158,000        12,859,000
  Provision for doubtful accounts............      2,771,000         2,071,000         3,003,000
  Gain on sale of securities and other
     investments.............................       (158,000)       (3,228,000)         (788,000)
  Provision for deferred employee
     compensation............................      1,242,000         1,328,000           591,000
  Deferred income taxes......................        607,000         1,370,000          (621,000)
  Other......................................       (296,000)       (1,050,000)       (1,064,000)
  Increase (decrease) from changes in:
     Accounts receivable.....................    (26,766,000)           (3,000)      (39,669,000)
     Inventories.............................     (6,832,000)        1,513,000        (6,151,000)
     Prepaid expenses and other current
       assets................................      1,745,000        (2,894,000)       (1,088,000)
     Trade payables..........................      3,599,000          (646,000)        6,933,000
     Employees' compensation.................      4,375,000        (3,570,000)        4,813,000
     Accrued expenses and taxes..............      6,303,000        (6,940,000)        6,393,000
                                                ------------      ------------      ------------
Net cash provided by operating activities....     27,728,000        34,349,000        20,530,000
                                                ------------      ------------      ------------
Cash flows from investing activities:
  Purchase of marketable securities and other
     investments.............................     (7,840,000)       (2,972,000)      (13,203,000)
  Proceeds from sale of marketable securities
     and other investments...................      4,569,000        13,617,000        13,907,000
  Purchase of real estate, equipment and
     leasehold improvements..................    (19,954,000)      (27,197,000)      (22,616,000)
                                                ------------      ------------      ------------
Net cash used in investing activities........    (23,225,000)      (16,552,000)      (21,912,000)
                                                ------------      ------------      ------------
Cash flows from financing activities:
  Payment of debt............................       (351,000)       (7,958,000)      (13,871,000)
  Proceeds from stock options exercised......        327,000         1,042,000         1,607,000
  Payment of dividends.......................     (6,260,000)       (5,468,000)       (5,169,000)
  Purchase of treasury stock.................        (74,000)          (65,000)         (381,000)
                                                ------------      ------------      ------------
Net cash used in financing activities........     (6,358,000)      (12,449,000)      (17,814,000)
                                                ------------      ------------      ------------
Effect of exchange rate changes on cash......        (19,000)           49,000           207,000
                                                ------------      ------------      ------------
Net increase (decrease) in cash and cash
  equivalents................................     (1,874,000)        5,397,000       (18,989,000)
Cash and cash equivalents -- beginning of
  the year...................................     38,464,000        33,067,000        52,056,000
                                                ------------      ------------      ------------
CASH AND CASH EQUIVALENTS -- END OF THE
  YEAR.......................................   $ 36,590,000      $ 38,464,000      $ 33,067,000
                                                ============      ============      ============
Supplemental cash flow disclosure:
  Income taxes paid..........................   $ 11,489,000      $ 28,961,000      $ 20,464,000
                                                ------------      ------------      ------------
  Interest paid..............................   $    871,000      $  1,267,000      $  2,400,000
                                                ============      ============      ============
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                       13
<PAGE>   15
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
 
<TABLE>
<CAPTION>
                                                                                       FOREIGN
                                          ADDITIONAL                   UNREALIZED     CURRENCY
                                COMMON      PAID-IN       RETAINED      GAINS ON     TRANSLATION     TREASURY
                                STOCK       CAPITAL       EARNINGS     INVESTMENTS   ADJUSTMENT       STOCK          TOTAL
                               --------   -----------   ------------   -----------   -----------   ------------   ------------
<S>                            <C>        <C>           <C>            <C>           <C>           <C>            <C>
Balance November 1, 1992.....  $188,000   $21,297,000   $162,079,000                 $   612,000   $(17,673,000)  $166,503,000
  Net income.................                             35,319,000                                                35,319,000
  Foreign currency
    translation adjustment...                                                         (1,196,000)                   (1,196,000)
  Cash dividends ($.30 per
    share)...................                             (5,169,000)                                               (5,169,000)
  Acquisition of treasury
    stock....................                                                                          (381,000)      (381,000)
  Exercise of stock
    options..................     1,000     1,606,000                                                                1,607,000
                               --------   -----------   ------------   -----------   -----------   ------------   ------------
Balance October 31, 1993.....   189,000    22,903,000    192,229,000                    (584,000)   (18,054,000)   196,683,000
  Net income.................                             31,240,000                                                31,240,000
  Foreign currency
    translation adjustment...                                                           (637,000)                     (637,000)
  Cash dividends ($.315 per
    share)...................                             (5,468,000)                                               (5,468,000)
  Acquisition of treasury
    stock....................                                                                           (65,000)       (65,000)
  Exercise of stock
    options..................     1,000     1,041,000                                                                1,042,000
                               --------   -----------   ------------   -----------   -----------   ------------   ------------
Balance October 31, 1994.....   190,000    23,944,000    218,001,000                  (1,221,000)   (18,119,000)   222,795,000
  Net income.................                             23,286,000                                                23,286,000
  Unrealized gains on
    investments..............                                           $1,307,000                                   1,307,000
  Foreign currency
    translation adjustment...                                                            128,000                       128,000
  Cash dividends ($.36 per
    share)...................                             (6,260,000)                                               (6,260,000)
  Acquisition of treasury
    stock....................                                                                           (74,000)       (74,000)
  Exercise of stock
    options..................     1,000       326,000                                                                  327,000
                               --------   -----------   ------------    ----------   -----------   ------------   ------------
Balance October 31, 1995.....  $191,000   $24,270,000   $235,027,000    $1,307,000   $(1,093,000)  $(18,193,000)  $241,509,000
                               ========   ===========   ============    ==========   ===========   ============   ============
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                       14
<PAGE>   16
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 1. -- SUMMARY OF ACCOUNTING POLICIES
 
     A summary of the Company's significant accounting policies followed in the
preparation of the accompanying financial statements is set forth below:
 
Principles of consolidation
 
     The consolidated financial statements include the accounts of the Company
and its subsidiaries. All of the significant intercompany accounts and
transactions are eliminated in consolidation.
 
Inventories
 
     Inventories are valued at the lower of cost or market. Cost is determined
by using purchase cost (first-in, first-out method) for materials and standard
costs, which approximate actual costs, for work in process.
 
Real estate, equipment and leasehold improvements
 
     Real estate, equipment and leasehold improvements are carried at cost.
Maintenance and repairs are expensed as incurred.
 
     Depreciation for financial statement purposes, which is provided on the
straight-line method, was $16,604,000 (1995), $13,786,000 (1994) and $11,373,000
(1993). Depreciation is calculated for tax purposes using accelerated methods.
 
     Estimated lives used in the calculation of depreciation for financial
statement purposes are:
 
<TABLE>
        <S>                                                       <C>
        Buildings...............................................  20-40 years
        Machinery and plant equipment...........................  3-12 1/2 years
        Furniture and fixtures..................................  5-12 1/2 years
        Vehicles................................................  3-5 years
        Leasehold improvements..................................  Shorter of useful life
                                                                  or term of lease
</TABLE>
 
Excess of cost of subsidiaries over net assets at date of acquisition
 
     Cost in excess of net assets ("goodwill") of acquired businesses is being
amortized using the straight-line method over forty years. Accumulated
amortization was $4,704,000 (1995) and $4,140,000 (1994). The realizability of
goodwill is evaluated periodically to determine the recoverability of carrying
amounts. The evaluation, based on various analyses including cash flow and
profitability projections, addresses the impact on existing company businesses.
The evaluation necessarily involves significant management judgement.
Historically, the Company has generated sufficient returns from acquired
businesses to recover the cost of related goodwill.
 
Intangible assets
 
     Trademarks, tradenames and other intangible assets of acquired businesses,
included in other assets, are amortized on the straight-line method over five
years. Accumulated amortization was $5,238,000 (1995) and $4,646,000 (1994).
 
Income taxes
 
     Effective November 1, 1993, the Company prospectively adopted Statement of
Financial Accounting Standards (FAS) No. 109 "Accounting for Income Taxes."
There was no material cumulative effect of this accounting change at the time of
adoption.
 
                                       15
<PAGE>   17
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     United States income tax has not been provided on the unremitted earnings
of the Canadian subsidiary since it is the intention of the Company to reinvest
these earnings in the growth of the Canadian business. Applicable Canadian
income taxes have been provided. The cumulative amount of unremitted earnings on
which the Company has not recognized United States income tax was $23,382,000 at
October 31, 1995. Although it is not practicable to determine the deferred tax
liability on the unremitted earnings, credits for Canadian income taxes paid
will be available to significantly reduce any U.S. tax liability if Canadian
earnings are remitted.
 
  Net income per share
 
     Net income per share is calculated by dividing net income by the weighted
average number of common shares outstanding during the year. Shares which are
issuable upon the exercise of stock options under the Company's Stock Option
Plans have not entered into the computation because their inclusion would not be
significant. The weighted average number of shares outstanding was 17,388,748
(1995), 17,353,645 (1994) and 17,231,847 (1993).
 
NOTE 2 -- CASH AND CASH EQUIVALENTS
 
     The Company's policy is to invest cash in excess of operating requirements
in income producing investments. Cash equivalents of $23,906,000 (1995) and
$28,558,000 (1994) are carried at cost, which approximates market, and include
certificates of deposit and money market accounts, substantially all of which
have maturities of three months or less.
 
NOTE 3 -- INVENTORIES
 
     Inventories consist of the following:
 
<TABLE>
<CAPTION>
                                                                        OCTOBER 31,
                                                                ---------------------------
                                                                   1995            1994
                                                                -----------     -----------
    <S>                                                         <C>             <C>
    Raw materials.............................................  $ 6,288,000     $ 4,613,000
    Work in process...........................................   20,740,000      15,563,000
                                                                -----------     -----------
                                                                $27,028,000     $20,176,000
                                                                ===========     ===========
</TABLE>
 
NOTE 4 -- MARKETABLE SECURITIES
 
     Effective November 1, 1994, the Company adopted FAS No. 115 "Accounting for
Certain Investments in Debt and Equity Securities." The Company classifies its
investment in marketable equity securities as available-for-sale.
Available-for-sale securities are carried at fair value, with the unrealized
gains and losses, net of tax, reported as a separate component of stockholders'
equity. At October 31, 1995, the fair value of marketable securities exceeded
cost by $2,333,000. The net unrealized gains, after deferred taxes, were
$1,307,000. In accordance with the provisions of FAS No. 115, prior year
information was not restated and marketable securities were carried at lower of
cost or market.
 
     At November 1, 1994 the net unrealized gains, after deferred taxes of
$405,000, were $551,000.
 
NOTE 5 -- EMPLOYEE BENEFIT PLANS
 
  Pension plans
 
     The Company sponsors a defined benefit pension plan which covers
substantially all of its United States employees not covered by union
agreements. Benefits are based upon salary and years of service under the
projected unit benefit method. The Company's policy is to fund each year's
pension expense to the maximum allowable level. The Company has an unfunded
supplemental retirement program for certain management
 
                                       16
<PAGE>   18
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
employees. In 1995, the Company recorded a charge of $2,837,000 in connection
with the unexpected retirement of its former President. Employees covered by
union agreements are included in separate multi-employer pension plans to which
the Company makes contributions. Plan benefit and net asset data for these
multi-employer pension plans are not available. Also, certain non-union Canadian
employees are covered by defined contribution retirement plans.
 
     Pension costs are summarized as follows:
 
<TABLE>
<CAPTION>
                                                         1995            1994            1993
                                                      -----------     -----------     -----------
<S>                                                   <C>             <C>             <C>
Service cost........................................  $ 4,946,000     $ 3,008,000     $ 2,220,000
Interest cost.......................................    2,402,000       2,132,000       1,958,000
Actual loss (return) on plan assets.................   (7,113,000)        472,000      (5,530,000)
Net amortization and deferrals......................    3,765,000      (4,068,000)      2,550,000
                                                      -----------     -----------     -----------
Net periodic pension cost of defined benefit
  plans.............................................    4,000,000       1,544,000       1,198,000
Union plans.........................................      607,000         570,000         620,000
Defined contribution plans..........................      407,000         378,000         179,000
                                                      -----------     -----------     -----------
Total pension cost..................................  $ 5,014,000     $ 2,492,000     $ 1,997,000
                                                      ===========     ===========     ===========
</TABLE>
 
     The status of the Company's funded defined benefit pension plan is as
follows:
 
<TABLE>
<CAPTION>
                                                                            OCTOBER 31,
                                                                    ---------------------------
                                                                       1995            1994
                                                                    -----------     -----------
<S>                                                                 <C>             <C>
Fair value of plan assets.........................................  $36,410,000     $31,639,000
                                                                    -----------     -----------
Actuarial value of benefit obligations:
  Vested..........................................................   21,239,000      17,486,000
  Non-vested......................................................    1,418,000       1,272,000
                                                                    -----------     -----------
Accumulated benefit obligation....................................   22,657,000      18,758,000
Effect of projected future salary increases.......................    4,478,000       8,192,000
                                                                    -----------     -----------
Projected benefit obligation......................................   27,135,000      26,950,000
                                                                    -----------     -----------
Plan assets in excess of projected benefit obligation.............    9,275,000       4,689,000
Unrecognized net gain.............................................   (9,832,000)     (4,176,000)
Unrecognized net transition asset amortized
  over twenty-two years...........................................   (4,366,000)     (4,673,000)
                                                                    -----------     -----------
Accrued pension cost..............................................  $ 4,923,000     $ 4,160,000
                                                                    ===========     ===========
</TABLE>
 
     At October 31, 1995, the projected benefit obligation under the unfunded
supplemental retirement program amounted to $9,110,000 for retired employees and
$1,150,000 for active employees, which amounts have been fully accrued. The plan
contains covenants which prohibit retired participants from engaging in
competition with the Company.
 
     The discount rate used to calculate the projected benefit obligations was
8.00% in 1995 and 7.25% in 1994. The rate used to project future salary
increases was 4.5% for 1995 and 5.0% for 1994. The long-term rate of return on
plan assets was 9.0% (1995, 1994 and 1993). The assets of the funded plan
consist primarily of equity and fixed income securities.
 
                                       17
<PAGE>   19
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
  Profit sharing plan
 
     Certain subsidiaries are participating companies in a qualified profit
sharing plan covering substantially all employees of those subsidiaries who are
not covered by union agreements. Amounts charged to income for the Profit
Sharing Plan were $4,937,000 (1995), $6,211,000 (1994) and $6,960,000 (1993).
 
  Stock purchase plan
 
     Under the Employees' Stock Purchase Plan, participating subsidiaries match
50% of amounts contributed by employees. All contributions are invested in the
common stock of the Company. The plan acquired 102,049 shares (1995), 78,899
shares (1994) and 69,409 shares (1993) of the Company's common stock on the open
market. At October 31, 1995, the Stock Purchase Plan held 495,649 shares of the
Company's common stock. Charges to income amounted to $500,000 (1995), $472,000
(1994) and $385,000 (1993). The shares held by the plan are considered
outstanding in computing the Company's earnings per share and dividends paid to
the plan are charged to retained earnings.
 
NOTE 6 -- STOCK OPTION PLANS
 
     The Company has two stock option plans, a 1981 Plan and a 1992 Plan. The
1981 Plan, which provided for the granting of 1,400,000 shares of the Company's
common stock, expired December 15, 1991 except as to options then outstanding.
 
     The Company's 1992 Stock Option Plan provides for the granting of Incentive
Stock Options and Non-Qualified Options to purchase 850,000 shares of the
Company's common stock to officers and key employees at a price not less than
the fair market value on the date the option is granted.
 
     Options become exercisable as determined at the date of grant by a
committee of the Board of Directors. Options expire ten years after the date of
grant unless an earlier expiration date is set at the time of grant.
 
     Details of stock options are as follows:
 
<TABLE>
<CAPTION>
                                                                      NUMBER OF       OPTION
                                                                       SHARES          PRICE
                                                                      ---------     -----------
<S>                                                                   <C>           <C>
1993
     Granted........................................................    109,000        $14.88
     Exercised......................................................    163,704     6.25--17.88
     Cancelled......................................................     80,875     8.50--17.88
     Outstanding, end of year.......................................    938,013     6.25--17.88
     Exercisable, end of year.......................................    241,212     6.25--17.88
1994
     Granted........................................................    215,200        $19.06
     Exercised......................................................     83,945     6.25--17.88
     Cancelled......................................................     56,150     6.25--19.06
     Outstanding, end of year.......................................  1,013,118     8.12--19.06
     Exercisable, end of year.......................................    225,592     8.12--17.88
1995
     Granted........................................................    104,900        $16.06
     Exercised......................................................     35,042     8.13--14.50
     Cancelled......................................................     40,800     8.13--19.06
     Outstanding, end of year.......................................  1,042,176     9.75--19.06
     Exercisable, end of year.......................................    291,225     9.75--17.88
</TABLE>
 
                                       18
<PAGE>   20
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     Options to purchase 312,100 shares (1995) and 386,500 shares (1994) were
available for grant under the 1992 Plan.
 
NOTE 7 -- INCOME TAXES
 
     The provision for income taxes is summarized as follows:
 
<TABLE>
<CAPTION>
                                                         1995            1994            1993
                                                      -----------     -----------     -----------
<S>                                                   <C>             <C>             <C>
Current:
  U.S. Federal......................................  $12,725,000     $16,091,000     $17,929,000
  Foreign...........................................    1,292,000       1,025,000       1,086,000
  State and local...................................    3,841,000       4,477,000       5,298,000
                                                      -----------     -----------     -----------
                                                       17,858,000      21,593,000      24,313,000
                                                      -----------     -----------     -----------
Deferred:
  U.S. Federal......................................      533,000         633,000        (173,000)
  Foreign...........................................     (110,000)        712,000        (110,000)
  State and local...................................      184,000          25,000        (338,000)
                                                      -----------     -----------     -----------
                                                          607,000       1,370,000        (621,000)
                                                      -----------     -----------     -----------
                                                      $18,465,000     $22,963,000     $23,692,000
                                                      ===========     ===========     ===========
</TABLE>
 
     The provision for income taxes differed from the U.S. Federal statutory
rate for the following reasons:
 
<TABLE>
<CAPTION>
                                                                         1995     1994     1993
                                                                         ----     ----     ----
<S>                                                                      <C>      <C>      <C>
Statutory tax rate.....................................................  35.0%    35.0%    34.8%
Increase (reduction) in tax resulting from:
  State and local taxes................................................   6.3      5.4      5.5
  Foreign taxes........................................................    .1       .2     ( .4)
  Non-deductible items.................................................   2.7      1.5      1.2
  Other................................................................    .1       .3     (1.0)
                                                                         ----     ----     ----
Effective income tax rate..............................................  44.2%    42.4%    40.1%
                                                                         =====    =====    =====
</TABLE>
 
     Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax liabilities and assets as of October 31, 1995 and
1994 calculated under FAS No. 109 are as follows:
 
     Current deferred tax asset included in prepaid expenses and other current
assets:
 
<TABLE>
<CAPTION>
                                                                       1995            1994
                                                                    -----------     -----------
<S>                                                                 <C>             <C>
Bad debt allowance................................................  $   699,000     $ 1,375,000
                                                                    ===========     ===========
Non-current deferred tax assets (liability):
  Deferred compensation and benefits..............................  $ 6,663,000     $ 6,805,000
  Depreciation....................................................   (5,141,000)     (4,527,000)
  Other...........................................................      191,000         172,000
                                                                    -----------     -----------
Total net non-current asset.......................................  $ 1,713,000     $ 2,450,000
                                                                    ===========     ===========
</TABLE>
 
                                       19
<PAGE>   21
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     For 1993, the deferred tax provisions, computed in accordance with
Accounting Principles Board Opinion No. 11, represent the effects of timing
differences between financial and income tax reporting. The significant
components giving rise to the timing differences for 1993 were:
 
<TABLE>
<CAPTION>
                                                                                     1993
                                                                                   ---------
<S>                                                                                <C>
Depreciation.....................................................................  $ 295,000
Deferred compensation............................................................   (409,000)
Sundry...........................................................................   (507,000)
                                                                                   ----------
                                                                                   $(621,000)
                                                                                   ==========
</TABLE>
 
     Canadian income before income taxes, excluding any allocation of general
corporate expenses, was $944,000 (1995), $4,728,000 (1994) and $3,519,000
(1993).
 
NOTE 8 -- NOTES PAYABLE AND LONG-TERM DEBT
 
  Notes payable
 
     The Company's Canadian subsidiary has agreements with Canadian banks which
provide the funds to meet short-term working capital requirements. Borrowings
under the agreements bear interest at prime plus .25% and are due on demand. At
the end of 1995 the amount outstanding on these agreements was $2,745,000. The
weighted average interest rate for 1995 was 8.85%. The carrying value of amounts
outstanding at the end of 1995 approximates fair values due to their short-term
nature.
 
  Long-term debt
 
     The Company's senior notes, which bore interest at 8.45%, were paid during
1994.
 
     The Company's other long-term debt of $3,160,000 consists primarily of a
capital lease obligation, a mortgage and debt related to the Canadian subsidiary
bearing interest from 7.5% to 11.4%. The debt is secured by land, buildings,
machinery and equipment with a net book value of $4,077,000. The lease requires
aggregate payments of $4,129,000 through 2002 with annual payments of $524,000
in 1996, $581,000 in 1997 and $660,000 in 1998, 1999 and 2000. Of the aggregate
payments, $1,426,000 represents executory and interest costs and $2,703,000
represents the present value of the capital lease obligation.
 
     Aggregate annual installments of both the notes payable and long-term debt
due for the next five years are $3,075,000, $454,000, $506,000, $555,000 and
$617,000 respectively.
 
NOTE 9 -- DEFERRED EMPLOYEE COMPENSATION AND BENEFITS
 
     Deferred employee compensation and benefits consist of the following:
 
<TABLE>
<CAPTION>
                                                                             OCTOBER 31,
                                                                      -------------------------
                                                                         1995          1994
                                                                      -----------   -----------
<S>                                                                   <C>           <C>
Pension costs.......................................................  $ 5,553,000   $ 4,854,000
Supplemental retirement.............................................    4,343,000     5,603,000
Deferred sales compensation.........................................    4,135,000     3,898,000
                                                                      -----------   -----------
                                                                      $14,031,000   $14,355,000
                                                                      ===========   ===========
</TABLE>
 
                                       20
<PAGE>   22
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 10 -- OTHER REVENUE
 
     The components of other revenue are summarized as follows:
 
<TABLE>
<CAPTION>
                                                                1995         1994         1993
                                                             ----------   ----------   ----------
<S>                                                          <C>          <C>          <C>
Interest income............................................  $1,477,000   $  790,000   $1,038,000
Dividends..................................................     720,000      836,000    1,083,000
Capital gains..............................................     446,000    3,119,000    1,160,000
Other......................................................   1,063,000      488,000    1,053,000
                                                             ----------   ----------   ----------
                                                             $3,706,000   $5,233,000   $4,334,000
                                                             ==========   ==========   ==========
</TABLE>
 
NOTE 11 -- LEASE COMMITMENTS
 
     The Company's subsidiaries occupy premises and utilize equipment under
leases which are classified as operating leases and expire at various dates to
2006. Many of the leases provide for payment of certain expenses and contain
renewal and purchase options.
 
     Rent expense relating to premises and equipment amounted to $8,265,000
(1995), $7,034,000 (1994) and $6,728,000 (1993). The minimum annual rental
commitments under non-cancelable leases as at October 31, 1995 are summarized as
follows:
 
<TABLE>
<S>                           <C>                      <C>                           <C>
1996......................... $7,264,000               1999......................... $ 4,442,000
1997.........................  6,546,000               2000.........................   2,989,000
1998.........................  5,630,000               2001-2006....................  10,725,000
                                                                                       ---------
                                                       Total........................ $37,596,000
                                                                                       =========
</TABLE>
 
NOTE 12 -- SEGMENT AND GEOGRAPHIC DATA
 
     The Company is engaged in one line of business -- financial, corporate,
legal and commercial printing. Information about the business of the Company by
geographic area is presented in the table below. Sales or transfers between
geographic areas and United States export sales were not material. General
corporate expenses are included under the Company's domestic operations.
 
<TABLE>
<CAPTION>
                                                          DOMESTIC      CANADIAN        TOTAL
                                                        ------------   -----------   ------------
<S>                                                     <C>            <C>           <C>
1995
  Net sales...........................................  $336,514,000   $56,199,000   $392,713,000
  Net income..........................................    22,760,000       526,000     23,286,000
  Identifiable assets.................................   292,134,000    33,536,000    325,670,000
1994
  Net sales...........................................  $324,349,000   $56,304,000   $380,653,000
  Net income..........................................    28,249,000     2,991,000     31,240,000
  Identifiable assets.................................   256,890,000    34,691,000    291,581,000
1993
  Net sales...........................................  $289,902,000   $43,353,000   $333,255,000
  Net income..........................................    32,776,000     2,543,000     35,319,000
  Identifiable assets.................................   251,157,000    32,467,000    283,624,000
</TABLE>
 
                                       21
<PAGE>   23
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 13 -- LEGAL PROCEEDINGS
 
     Litigation between the Company and Ambase Corporation has been resolved
without any adverse effect to the Company.
 
NOTE 14 -- SELECTED QUARTERLY INFORMATION (UNAUDITED)
 
<TABLE>
<CAPTION>
                                 FIRST         SECOND         THIRD          FOURTH
            1995                QUARTER       QUARTER        QUARTER        QUARTER       FULL YEAR
                              -----------   ------------   ------------   ------------   ------------
<S>                           <C>           <C>            <C>            <C>            <C>
Net sales...................  $76,813,000   $102,460,000   $103,110,000   $110,330,000   $392,713,000
Gross margin................   28,886,000     41,228,000     41,762,000     47,344,000    159,220,000
Income before income taxes..    3,650,000     10,235,000     12,031,000     15,835,000     41,751,000
Income taxes................    1,623,000      4,529,000      5,049,000      7,264,000     18,465,000
Net income..................    2,027,000      5,706,000      6,982,000      8,571,000     23,286,000
                               ==========    ===========    ===========    ===========    ===========
Net income per share........      $.12           $.33           $.40           $.49          $1.34
                               ==========    ===========    ===========    ===========    ===========
Weighted average shares
  outstanding...............   17,379,358     17,387,012     17,389,569     17,399,052     17,388,748
                               ==========    ===========    ===========    ===========    ===========
</TABLE>
 
<TABLE>
<CAPTION>
                                 FIRST         SECOND         THIRD          FOURTH
            1994                QUARTER       QUARTER        QUARTER        QUARTER       FULL YEAR
                              -----------   ------------   ------------   ------------   ------------
<S>                           <C>           <C>            <C>            <C>            <C>
Net sales...................  $82,075,000   $119,187,000   $ 95,591,000   $ 83,800,000   $380,653,000
Gross margin................   36,819,000     56,045,000     37,308,000     28,538,000    158,710,000
Income before income taxes..   11,318,000     26,242,000     10,517,000      6,126,000     54,203,000
Income taxes................    4,659,000     11,372,000      4,495,000      2,437,000     22,963,000
Net income..................    6,659,000     14,870,000      6,022,000      3,689,000     31,240,000
                               ==========    ===========    ===========    ===========    ===========
Net income per share........      $.38           $.86           $.35           $.21          $1.80
                               ==========    ===========    ===========    ===========    ===========
Weighted average shares
  outstanding...............   17,302,712     17,356,042     17,377,017     17,378,808     17,353,645
                               ==========    ===========    ===========    ===========    ===========
</TABLE>
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE
 
     Inapplicable.
 
                                       22
<PAGE>   24
 
                                    PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
     Regarding the directors of the Registrant, reference is made to the
information set forth under the caption "Election of Directors" in the Company's
definitive Proxy Statement anticipated to be dated February 8, 1996, which
information is incorporated by reference herein.
 
     The principal executive officers of the Company and their recent business
experience are as follows.
 
<TABLE>
<CAPTION>
                                        PRINCIPAL OCCUPATION                          OFFICER
          NAME                         DURING PAST FIVE YEARS                AGE       SINCE
          ----                         ----------------------                ---      -------
<S>                         <C>                                              <C>      <C>
Richard H. Koontz........   Chairman of the Board of Directors of the         55        1973
                            Company; previously also President and Chief
                              Executive Officer from December 12, 1992
                              until October 31, 1995; prior to December
                              1992, President and Chief Executive Officer
Robert M. Johnson........   Vice Chairman of the Board, President and         50        1996
                            Chief Executive Officer of the Company
                              beginning January 3, 1996; previously
                              Publisher, President and Chief Executive
                              Officer of Newsday, Inc. (subsidiary of
                              Times Mirror, Inc.)
James P. O'Neil..........   Executive Vice President and Chief Operating      51        1984
                            Officer since January 3, 1996; previously
                              Vice President, Finance
Brendan Keating..........   Vice President                                    41        1991
Allen D. Marold..........   Vice President, Human Resources and               55        1983
                            Administration
John O. Penhollow........   Vice President, Technical Services; until         61        1994
                            September 1994, Director of Edgar Services of
                              the Company; prior to February 1993,
                              Director of the Office of Edgar Management,
                              Securities and Exchange Commission
Thomas J. Vos............   Vice President, Marketing                         48        1986
Douglas F. Bauer.........   Corporate Secretary and Counsel                   53        1986
Thomas P. Meola..........   Controller                                        53        1987
</TABLE>
 
     There are no family relationships between any of the executive officers,
and there are no arrangements or understandings between any of the executive
officers and any other person pursuant to which any of such officers was
selected. The executive officers are normally elected by the Board of Directors
at its first meeting following the Annual Meeting of Stockholders for a one-year
term or until their respective successors are duly elected and qualify.
 
     To the best of the Company's knowledge, none of the directors and officers
of the Company failed to file on a timely basis any report on Forms 3, 4 and 5
which was required pursuant to Section 16(a) of the Securities Exchange Act of
1934 with respect to the Company's most recent fiscal year.
 
ITEM 11.  EXECUTIVE COMPENSATION
 
     Reference is made to the information set forth under the caption "Executive
Compensation" appearing in the Company's definitive Proxy Statement anticipated
to be dated February 8, 1996, which information is incorporated herein by
reference.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT
 
     Reference is made to the information contained under the captions
"Principal Stockholders of the Company" and "Executive Compensation" in the
Company's definitive Proxy Statement anticipated to be dated February 8, 1996,
which information is incorporated herein by reference.
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     Inapplicable.
 
                                       23
<PAGE>   25
 
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 
     (a) DOCUMENTS FILED AS PART OF THIS REPORT:
 
        (1) Financial Statements:
 
<TABLE>
<CAPTION>
                                                                               PAGE NUMBER
                                                                              IN THIS REPORT
                                                                             ----------------
            <S>                                                              <C>
            Report of Independent Auditors..................................        9
            Consolidated Balance Sheets as of October 31, 1995 and 1994.....      10-11
            Consolidated Statements of Income -- Years Ended October 31,
              1995, 1994 and 1993...........................................        12
            Consolidated Statements of Cash Flows -- Years Ended October 31,
              1995, 1994 and 1993...........................................        13
            Consolidated Statements of Stockholders' Equity -- Years Ended
              October 31, 1995, 1994 and 1993...............................        14
            Notes to Consolidated Financial Statements......................      15-22
</TABLE>
 
        (2) Financial Statement Schedule -- Years Ended October 31, 1995, 1994
            and 1993:
 
<TABLE>
            <S>                                                              <C>
            Schedule II -- Valuation and Qualifying Accounts................       S-1
</TABLE>
 
            All other schedules are omitted because they are not applicable.
 
        (3) Exhibits:
 
<TABLE>
<C>               <S>
             3.1  -- Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to
                       the Company's annual report on Form 10-K for the year ended October 31,
                       1984)
             3.2  -- Amendment to the Certificate of Incorporation filed May 11, 1988
                       (incorporated by reference to Exhibit 3.2 to the Company's annual
                       report on Form 10-K for the year ended October 31, 1988)
             3.3  -- Amendment to the Certificate of Incorporation filed March 23, 1989
                       (incorporated by reference to Exhibit 3.3 to the Company's annual
                       report on
                       Form 10-K for the year ended October 31, 1989)
             3.4  -- Amendment to the Certificate of Incorporation filed March 28, 1990
                       (incorporated by reference to page 7 of the Company's definitive Proxy
                       Statement dated January 29, 1990)
             3.5  -- By-Laws (incorporated by reference to Exhibit 4.5 to the Company's
                       registration statement on Form S-8 relating to the Company's Employees'
                       Stock Purchase Plan filed July 12, 1990)
             3.6  -- Amendment to the By-Laws adopted September 24, 1992 (incorporated by
                       reference to Exhibit 3.6 to the Company's annual report on Form 10-K
                       for the year ended October 31, 1992)
            10.1  -- Amended and Restated 1981 Stock Option Plan (incorporated by reference to
                       the Company's definitive Proxy Statement dated January 30, 1985)
            10.2  -- Amendment to 1981 Stock Option Plan (incorporated by reference to the
                       Company's Post-Effective Amendment No. 1 on Form S-8 relating to the
                       Company's Stock Option Plan dated April 16, 1987)
            10.3  -- Amendment to 1981 Stock Option Plan (incorporated by reference to the
                       Company's Post-Effective Amendment No. 2 on Form S-8 relating to the
                       Company's Stock Option Plan dated October 19, 1988)
            10.4  -- 1992 Stock Option Plan (incorporated by reference to Exhibit A to the
                       Company's definitive Proxy Statement dated February 10, 1992)
</TABLE>
 
                                       24
<PAGE>   26
 
<TABLE>
<C>               <S>
            10.5  -- Form of Supplemental Retirement Agreement for selected key employees
                       (incorporated by reference to Exhibit 10.2 to the Company's annual
                       report on Form 10-K for the year ended October 31, 1984) (such
                       agreements having been entered into in the years 1979-1980)
            10.6  -- Form of Supplemental Retirement Agreement for selected key employees with
                       change of control provisions (incorporated by reference to Exhibit 10.3
                       to the Company's annual report on Form 10-K for the year ended October
                       31, 1984) (such agreements having been entered into in 1984)
            10.7  -- Form of Supplemental Retirement Agreement for selected key employees,
                       being the most current version of the agreements in Exhibits 10.5 and
                       10.6 above (incorporated by reference to Exhibit 10.4 to the Company's
                       annual report on Form 10-K for the year ended October 31, 1986) (such
                       agreements having been entered into since 1985 without material
                       revisions)
            10.8  -- Form of Termination Protection Agreement for selected key employees
                       providing certain protections in the event of change in ownership or
                       control of the Company
            10.9  -- Retirement Plan for non-management members of the Board of Directors
                       (incorporated by reference to the description under the caption
                       "Meetings, Attendance and Fees" on page 4 of the Company's definitive
                       Proxy Statement dated January 30, 1989)
              21  -- Subsidiaries of the Company (incorporated by reference to Exhibit 21 to
                       the Company's annual report on Form 10-K for the year ended October 31,
                       1994)
              23  -- Consent of Independent Auditors
              27  -- Financial Data Schedule, which is submitted electronically to the
                       Securities and Exchange Commission for information only and not filed
</TABLE>
 
(b) No reports on Form 8-K were filed by the Company during the quarter ended
    October 31, 1995.
 
                                       25
<PAGE>   27
 
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
 
                                          BOWNE & CO., INC.
 
Dated:  January 25, 1996                       By       ROBERT M. JOHNSON
                                                 ------------------------------
                                                      ROBERT M. JOHNSON
                                                 Vice Chairman of the Board,
                                                 President and Chief Executive
                                                             Officer
                                                 (Principal Executive Officer)
 
     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
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
 
<TABLE>
<CAPTION>
                   NAME                                   TITLE                       DATE
                   ----                                   -----                       ----
<C>                                          <S>                                <C>
                    *                        Chairman of the Board of            January 25, 1996
       ----------------------------            Directors
           (RICHARD H. KOONTZ)                 

            ROBERT M. JOHNSON                Vice Chairman of the Board,         January 25, 1996
       ----------------------------            President and Chief Executive
           (ROBERT M. JOHNSON)                 Officer

             JAMES P. O'NEIL                 Executive Vice President and        January 25, 1996
       ----------------------------            Chief Operating Officer
            (JAMES P. O'NEIL)                  (Principal Financial and
                                               Accounting Officer)

                    *                        Director                            January 25, 1996
       ----------------------------            
            (ROBERT M. CONWAY)

                    *                        Director                            January 25, 1996
       ----------------------------            
            (EDWARD H. MEYER)

                    *                        Director                            January 25, 1996
       ----------------------------            
          (H. MARSHALL SCHWARZ)

                    *                        Director                            January 25, 1996
       ----------------------------            
            (WENDELL M. SMITH)

                    *                        Director                            January 25, 1996
       ----------------------------            
           (THOMAS O. STANLEY)

                    *                        Director                            January 25, 1996
       ----------------------------            
         (BEVERLEY B. WADSWORTH)

                    *                        Director                            January 25, 1996
       ----------------------------            
            (RICHARD R. WEST)

         *By   JAMES P.  O'NEIL              Attorney-in-Fact
       ----------------------------            
            (JAMES P. O'NEIL)
</TABLE>
 
                                       26
<PAGE>   28
 
                       BOWNE & CO. INC. AND SUBSIDIARIES
 
                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
 
              FOR THE YEARS ENDED OCTOBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
================================================================================================
               COLUMN A                   COLUMN B       COLUMN C       COLUMN D       COLUMN E
- -------------------------------------------------------------------------------------------------
                                         BALANCE AT      ADDITIONS
                                          BEGINNING     CHARGED TO                    BALANCE AT
                                             OF          COSTS AND     DEDUCTIONS       END OF
             DESCRIPTION                   PERIOD        EXPENSES          (a)          PERIOD
- -------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>            <C>            <C>
Allowance for doubtful accounts:
          1995                            $6,592,000     $2,771,000     $3,094,000     $6,269,000
                                         ===========    ===========    ===========    ===========
          1994                            $6,550,000     $2,071,000     $2,029,000     $6,592,000
                                         ===========    ===========    ===========    ===========
          1993                            $4,412,000     $3,003,000     $ 865,000      $6,550,000
                                         ===========    ===========    ===========    ===========
</TABLE>
 
- ---------------
 
(a) Uncollectible accounts written off, net of recoveries.
 
                                       S-1
<PAGE>   29
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
        EXHIBIT
         NO.                              DESCRIPTION
        ------ -----------------------------------------------------------------
        <C>     <S>                                                        
          10.8  Form of Termination Protection Agreement

          23    Consent of Independent Auditors

          27    Financial Data Schedule, which is submitted electronically to the
                Securities and Exchange Commission for information only and not
                filed
</TABLE>

<PAGE>   1
 
                                                                    EXHIBIT 10.8
 
                        TERMINATION PROTECTION AGREEMENT
 
     AGREEMENT as of                   (the "Effective Date") by and between
Bowne & Co., Inc., a New York corporation (together with its subsidiaries and
affiliates and, after a Change of Control Event (as defined herein), any
successor or successors thereto, the "Corporation"), and                  (the
"Executive").
 
     WHEREAS, Executive is a skilled and dedicated employee who has important
management responsibilities and talents which benefit the Corporation; and
 
     WHEREAS, the Corporation believes that its interests will be served if
Executive has fair and reasonable protection from the risks of a change in
ownership or control of the Corporation;
 
     NOW, THEREFORE, the parties hereby agree as follows:
 
 1. DEFINED TERMS.
 
     Unless otherwise indicated, capitalized terms used in this Agreement which
are defined in Schedule A shall have the meanings set forth in Schedule A.
 
 2. TERM.
 
     This Agreement shall be effective as of the Effective Date and shall remain
in effect thereafter. The Corporation may terminate this Agreement by giving
Executive at least two years advance written notice of termination of the
Agreement. Notwithstanding the foregoing, this Agreement shall, if in effect on
the date of a Change of Control Event, remain in effect for at least two years
and six months following such Change of Control Event, and such additional time
as may be necessary to give effect to the terms of the Agreement.
 
 3. SEVERANCE AND OTHER BENEFITS.
 
     If Executive's employment with the Corporation is terminated by the
Corporation at any time within the two years and six months following a Change
of Control Event without Cause, or by Executive for Good Reason (the effective
date of either such termination hereafter referred to as the "Termination
Date"), Executive shall be entitled to the benefits provided hereafter in this
Section 3 and as set forth in this Agreement. If Executive's employment with the
Corporation is terminated prior to a Change of Control Event at the request of
any individual or entity acquiring ownership and control of the Corporation,
this Agreement shall become effective upon the subsequent occurrence of a Change
of Control Event involving such acquiror, Executive's Termination Date shall be
deemed to have occurred immediately following the Change of Control Event, and
therefore Executive shall be entitled to the benefits provided hereafter in this
Section 3 and as set forth in this Agreement.
 
     (a) Severance Benefits.  Within ten (10) days after the Termination Date,
the Corporation shall pay Executive a lump sum amount, in cash, equal to the sum
of:
 
     (1) two (2) times the sum of:
 
        (A) Executive's Base Salary, and
 
        (B) Executive's Target Bonus; and
 
     (2) Executive's Target Bonus multiplied by a fraction, the numerator of
         which shall equal the number of days Executive was employed by the
         Corporation in the Fiscal Year in which the Termination Date occurs and
         the denominator of which shall equal 365.
 
     (b) Payment of Accrued But Unpaid Amounts.  Within ten (10) days after the
Termination Date, the Corporation shall pay Executive (1) any unpaid portion of
Executive's bonus accrued with respect to the Fiscal Year ended prior to the
Termination Date; and (2) all compensation previously deferred by Executive but
not yet paid.
 
                                        1
<PAGE>   2
 
     (c) Continued Welfare Benefits.  Until the date which is two years after
the Termination Date or, if earlier, the date on which Executive commences
full-time employment after the Termination Date, the Corporation shall, at its
expense, provide Executive with medical and dental benefits, life insurance,
disability and accidental death and dismemberment benefits at the highest level
provided to Executive during the period beginning immediately prior to the
Change of Control Event and ending on the Termination Date; provided, however,
that if Executive becomes employed by a new employer which maintains a medical
plan (or its equivalent) that either (i) does not cover Executive with respect
to a pre-existing condition which was covered under the Corporation's medical
plan, or (ii) does not cover Executive for a designated waiting period,
Executive's coverage under the Corporation's medical plan shall continue (but
shall be limited in the event of noncoverage due to a preexisting condition, to
the preexisting condition itself) until the earlier of the end of the applicable
period of noncoverage under the new employer's plan or the date which is two
years after the Termination Date.
 
     (d) Outplacement Counseling.  The Corporation shall reimburse Executive for
professional outplacement counseling services by qualified consultants selected
by Executive that are incurred through the period ending two years after the
Termination Date; provided, however, that the maximum aggregate amount for which
an Executive shall be reimbursed under this subsection 3(d) shall be 20% of the
sum of (i) the Executive's Base Salary and (ii) the Executive's Target Bonus.
 
     (e) Effect on Existing Plans.  All provisions relating to a Change of
Control Event applicable to Executive and contained in any plan, program,
agreement or arrangement maintained on the Effective Date (or thereafter) by the
Corporation, including, but not limited to, any stock option, restricted stock
or retirement plan, shall remain in effect through the date of the Change of
Control Event, and for such period thereafter as is necessary to carry out such
provisions and provide the benefits payable thereunder, and may not be altered
in a manner which adversely affects Executive without Executive's express prior
written approval.
 
 4.  ACCELERATION OF EQUITY RIGHTS.
 
     Effective as of the date of a Change of Control Event, the Corporation
shall cause Executive's outstanding stock options which are not immediately
exercisable to vest and become immediately exercisable and the restrictions on
any equity and equity rights held by Executive which are scheduled to lapse
solely through the passage of time to lapse.
 
 5.  EXCESS PARACHUTE PAYMENT.
 
     (a) Notwithstanding anything in this Agreement to the contrary, if any
amount or distribution by the Company to or for the benefit of Executive
(whether or not paid or distributed pursuant to the terms of this Agreement or
otherwise) (a "Payment") would subject Executive to an excise tax under Section
4999 of the Code (such excise tax, together with any interest and penalties
thereon, hereinafter referred to as the "Excise Tax") on "excess parachute
payments", as defined in Section 280G of the Code, the amounts payable under
Section 3 shall be reduced by the smallest amount necessary to avoid the
imposition of the Excise Tax.
 
     (b) The determination of whether and when an Excise Tax is payable, the
amount of such Excise Tax, the amount, if any that a Payment must be reduced,
and the assumptions to be utilized in arriving at such determination shall be
made by Ernst & Young or such other nationally recognized certified public
accounting firm as may be designated by Executive (the "Accounting Firm") which
shall provide detailed supporting calculations both to the Corporation and
Executive within fifteen (15) business days of the receipt of notice from
Executive that there has been a Payment, or such earlier time as is requested by
the Corporation. In the event that the Accounting Firm is serving as accountant
or auditor for an individual, entity or group effecting the change in ownership
or effective control (within the meaning of Section 280G of the Code), Executive
shall appoint another nationally recognized accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder). All fees and expenses of the Accounting
Firm shall be borne solely by the Corporation. If the Accounting Firm determines
that no Excise Tax is payable by Executive, it shall so indicate to Executive in
writing. Any determination by the Accounting Firm shall be binding upon the
Corporation and Executive.
 
                                        2
<PAGE>   3
 
 6.  MITIGATION.
 
     Executive shall not be required to mitigate damages or the amount of any
payment provided for under this Agreement by seeking other employment or
otherwise, and compensation earned from such employment or otherwise shall not
reduce the amounts payable under this Agreement. No amounts payable under this
Agreement shall be subject to reduction or offset in respect of any claims which
the Corporation (or any other person or entity) may have against Executive.
 
 7.  INDEMNIFICATION; DIRECTORS' AND OFFICERS' LIABILITY INSURANCE.
 
     Executive shall, after the Termination Date, retain all rights to
indemnification under applicable law or under the Corporation's Certificate of
Incorporation or By-Laws, as they may be amended or restated from time to time.
In addition, the Corporation shall maintain Directors' and Officers' liability
insurance on behalf of Executive, at the level in effect immediately prior to
the Termination Date, for two years following the Termination Date, and
throughout the period of any applicable statute of limitations.
 
 8.  TERMINATION FOR CAUSE.
 
     Nothing in this Agreement shall be construed to prevent the Corporation
from terminating Executive's employment for Cause. If Executive is terminated
for Cause, the Corporation shall have no obligation to make any payments under
this Agreement, except for payments that may otherwise be payable under then
existing employee benefit plans, programs and arrangements of the Corporation.
 
 9.  DISPUTES.
 
     Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in New York, New York or,
at the option of Executive, in the county and state where Executive then
resides, in accordance with the Rules of the American Arbitration Association
then in effect, except that if Executive institutes an action relating to this
Agreement, Executive may, at Executive's option, bring that action in a court of
competent jurisdiction. Judgment may be entered on an arbitrator's award
relating to this Agreement in any court having jurisdiction.
 
10.  COSTS OF PROCEEDINGS.
 
     The Corporation shall pay all costs and expenses, including attorneys' fees
and disbursements, at least monthly, of Executive in connection with any legal
proceeding (including arbitration) instituted by the Executive for breach of any
provision of this Agreement by the Corporation in which the Executive is the
prevailing party. If Executive does not prevail on such claim for breach,
Executive shall pay all costs and expenses, including attorney's fees and
disbursements, of Executive, including repayment to the Corporation of any
amounts paid to or on behalf of Executive pursuant to the preceding sentence.
The Corporation shall pay pre-judgment interest on any money judgment obtained
by Executive as a result of such a proceeding, calculated at the prime rate of
Chemical Bank, N.A. as in effect from time to time, from the date that payment
should have been made to Executive under this Agreement.
 
11.  NOTICE.
 
     Any notice required or permitted to be given by this Agreement shall be
effective only if in writing, delivered personally against receipt therefor or
mailed by certified or registered mail, return receipt requested, to the parties
at the address herein after set forth, or at such other places that either party
may designate by notice to the other.
 
     Notice to the Corporation shall be addressed to:
 
          Bowne & Co., Inc.
          345 Hudson Street New York, NY 10014
          Attn: President
 
                                        3
<PAGE>   4
 
     Notice to Executive shall be addressed to him or her at the Corporation,
with a copy to his or her home address at:
 
     A copy of any notice to Executive shall also be sent to:
 
          Kenneth C. Edgar, Esq.
          Simpson Thacher & Bartlett
          425 Lexington Avenue
          New York, New York 10017.
 
     Notices shall be deemed effectively given five (5) days after deposited in
a post box under the exclusive control of the United States Postal Service.
 
12.  ASSIGNMENT.
 
     Except as otherwise provided herein, this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the Corporation and Executive and
their respective heirs, legal representatives, successors and assigns. If the
Corporation shall be merged into or consolidated with another entity, the
provisions of this Agreement shall be binding upon and inure to the benefit of
the entity surviving such merger or resulting from such consolidation. The
Corporation will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Corporation by agreement in form and substance satisfactory to
Executive, to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Corporation would be required to perform
it if no such succession had taken place. The provisions of this Section 12
shall continue to apply to each subsequent employer of Executive hereunder in
the event of any subsequent merger, consolidation or transfer of assets of such
subsequent employer.
 
13.  WITHHOLDING.
 
     Notwithstanding the provisions of Section 6 hereof, the Corporation may, to
the extent required by law, withhold applicable federal, state and local income
and other taxes from any payments due to Executive hereunder.
 
14.  APPLICABLE LAW.
 
     This Agreement shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed
therein.
 
15.  ENTIRE AGREEMENT; AMENDMENT.
 
     This Agreement constitutes the entire agreement between the parties and,
except as expressly provided herein, supersedes all other prior agreements
concerning the effect of a Change of Control Event on the relationship between
the Corporation and Executive. This Agreement may be changed only by a written
agreement executed by the Corporation and Executive.
 
     IN WITNESS WHEREOF, the parties have executed this Agreement on the
         day of         .
 
                                          BOWNE & CO., INC.

                                          By
                                             -------------------------

                                             -------------------------
                                                      Executive
 
                                        4
<PAGE>   5
 
                                   SCHEDULE A
 
                              CERTAIN DEFINITIONS
 
     As used in this Agreement, and unless the context requires a different
meaning, the following terms, when capitalized, have the meaning indicated:
 
     "Base Salary" means Executive's annual rate of base salary in effect on the
date of the Change of Control Event or the Termination Date, whichever is
higher.
 
     "Cause" means either of the following:
 
          (a) Executive's willful malfeasance or nonfeasance having a material
     adverse effect on the Corporation;
 
          (b) Executive's conviction of a felony;
 
provided, that any action or refusal by Executive shall not constitute "Cause"
if, in good faith, Executive believed such action or refusal to be in, or not
opposed to, the best interests of the Corporation or if Executive shall be
entitled, under applicable law or under an Corporation's Certificate of
Incorporation or By-Laws, as they may be amended or restated from time to time,
to be indemnified with respect to such action or refusal.
 
     "Change of Control Event" means any of the following:
 
          (a) a change is proposed by the stockholders of the Corporation as to
     the number of members, or incumbent membership of the Corporation's Board
     of Directors such that the incumbent members of said Board of Directors
     immediately prior to such change would not longer constitute at least a
     majority of the Board of Directors after such change, and such proposal is
     enacted; or the Board of Directors as constituted immediately prior to any
     action by the Corporation's stockholders with respect to such proposal
     determines that such proposal, if enacted, would constitute a change in
     control of the Corporation, and such proposal is enacted;
 
          (b) any determination is made by the Board of Directors of the
     Corporation that there has been a change in the control of the Corporation
     because a person (as such term us used in Section 13(d) of the Securities
     Exchange Act of 1934, (the "Exchange Act")), together with such person's
     affiliates (as such term is defined in Rule 12b-2 of the General Rules and
     Regulations under the Exchange Act), has become, at any date after the date
     of this Agreement, and is not on the date hereof, the beneficial owner (as
     such term is defined in Rule 13d-3 of the General Rules and Regulations
     under the Exchange Act), directly or indirectly of 10% or more of the
     voting power of the Corporation's then outstanding securities;
 
          (c) any person (other than (i) any employee stock ownership trust or
     similar entity created by the Corporation for the benefit of its employees,
     (ii) an underwriter participating in a public offering of stock of the
     Corporation or (iii) an entity owned by the Corporation's stockholders in
     substantially the same proportions as their ownership of stock of the
     Corporation prior to an acquisition of stock of the Corporation by such
     entity in connection with a reorganization), together with its affiliates,
     has become, at any date after the Effective Date, and is not on the date
     hereof, the beneficial owner, directly or indirectly, of 33% or more of the
     voting power of the Corporation's then outstanding securities entitled
     generally to vote for the election of the Corporation's directors; or
 
          (d) the approval by the stockholders of the Corporation of (i) the
     sale of all or substantially all the assets of the Corporation, (ii) a
     liquidation of the Corporation or (iii) the merger or consolidation of the
     Corporation with any other corporation, unless the incumbent members of the
     Board of Directors of the corporation as constituted immediately prior to
     such merger or consolidation shall constitute at least a majority of the
     directors of the surviving parent (as such term is defined in Rule 12b-2 of
     the General Rules and Regulations under the Exchange Act) of such
     corporation.
 
Any determination of the occurrence of any Change of Control Event made in good
faith by the Board of Directors of the Corporation, on the basis of information
available at the time to it, shall be conclusive and binding for all purposes of
this Agreement.
 
                                        5
<PAGE>   6
 
     "Code" means the Internal Revenue Code of 1986, as amended.
 
     "Corporation" means Bowne & Co., Inc. and its subsidiaries and affiliates
and, after a Change of Control Event, any successor or successors thereto.
 
     "Fiscal Year" means November 1st to October 31st.
 
     "Good Reason" means any of the following actions, without Executive's
express prior written approval, other than due to Executive's Permanent
Disability or death:
 
          (a) any substantial diminution without the consent of Executive, in
     Executive's titles, duties, responsibilities, status or reporting
     relationship from the positions, duties, responsibilities, status or
     reporting relationship existing immediately prior to a Change of Control
     Event;
 
          (b) the removal of Executive from, or any failure to re-elect
     Executive to, any of the positions Executive holds immediately prior to a
     Change of Control Event;
 
          (c) the failure of the Corporation to pay Executive's Base Salary when
     due;
 
          (d) any reduction of Executive's Base Salary or reduction of
     Executive's Target Bonus;
 
          (e) a material reduction in Executive's employee or fringe benefits;
 
          (f) the change of Executive's principal place of employment to a
     location outside of the New York metropolitan area; or
 
          (g) any material breach by the Corporation of any provision of this
     Agreement.
 
     "Permanent Disability" means Executive's inability, by reason of any
physical or mental impairment, to substantially perform the significant aspects
of his regular duties which inability is reasonably contemplated to continue for
at least one (1) year from its incurrence.
 
     "Target Bonus" means the annual bonus payable to Executive for the
Corporation's Fiscal Year in which a Change of Control Event occurs, calculated
on the assumption that Executive and those subsidiaries, divisions or business
units within the Corporation on whose performance Executive's bonus depends
achieve the applicable target performance goals established under the applicable
bonus plan with respect to that year. If no target performance goals for the
year in which the Change of Control Event occurs have been set prior to the
Change of Control Event, the Target Bonus shall be determined by substituting,
in the previous sentence, the prior year for the year in which a Change of
Control Event occurs.
 
                                        6

<PAGE>   1
 
                                                                     EXHIBIT  23
 
                        CONSENT OF INDEPENDENT AUDITORS
 
     We consent to the incorporation by reference in the Registration Statements
(Form S-8 Nos. 2-96887, 33-48831 and 33-35810) pertaining to the Stock Option
Plans and Employees' Stock Purchase Plan of Bowne & Co., Inc. and in the related
Prospectuses of our report dated December 11, 1995 with respect to the
consolidated financial statements and schedule of Bowne & Co., Inc. and
Subsidiaries included in the Annual Report (Form 10-K) for the year ended
October 31, 1995.
 
                                                  ERNST & YOUNG LLP
 
New York, New York
January 25, 1996

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS
PART OF THE ANNUAL REPORT ON FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH ANNUAL REPORT ON FORM 10-K.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          OCT-31-1995
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               OCT-31-1995
<CASH>                                          36,590
<SECURITIES>                                         0
<RECEIVABLES>                                  120,801
<ALLOWANCES>                                     6,269
<INVENTORY>                                     27,028
<CURRENT-ASSETS>                               184,334
<PP&E>                                         200,126
<DEPRECIATION>                                  94,996
<TOTAL-ASSETS>                                 325,670
<CURRENT-LIABILITIES>                           67,300
<BONDS>                                              0
<COMMON>                                           191
                                0
                                          0
<OTHER-SE>                                     241,318
<TOTAL-LIABILITY-AND-EQUITY>                   325,670
<SALES>                                        392,713
<TOTAL-REVENUES>                               396,419
<CGS>                                          233,493
<TOTAL-COSTS>                                  233,493
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 2,771
<INTEREST-EXPENSE>                                 884
<INCOME-PRETAX>                                 41,751
<INCOME-TAX>                                    18,465
<INCOME-CONTINUING>                             23,286
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    23,286
<EPS-PRIMARY>                                     1.34
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</TABLE>


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