BOWNE & CO INC
S-3, 1997-04-25
COMMERCIAL PRINTING
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<PAGE>   1
     As filed with the Securities and Exchange Commission on April 25, 1997

                                               Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                             ----------------------

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

                             ----------------------

          NEW YORK                                              13-2618477
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                                345 HUDSON STREET
                            NEW YORK, NEW YORK 10014
                                 (212) 924-5500
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                             ----------------------

                             DOUGLAS F. BAUER, ESQ.
                                345 HUDSON STREET
                            NEW YORK, NEW YORK 10014
                                 (212) 924-5500
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                             ----------------------

                                   Copies to:

                            Vincent Pagano, Jr., Esq.
                           Simpson Thacher & Bartlett
                              425 Lexington Avenue
                          New York, New York 10017-3909

         APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this registration statement.

         If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement number of the earlier effective registration
statement for the same offering. / /

         If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /

         If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================
                                                       PROPOSED MAXIMUM     PROPOSED MAXIMUM         AMOUNT OF
       TITLE OF SHARES               AMOUNT TO         AGGREGATE PRICE          AGGREGATE           REGISTRATION
      TO BE REGISTERED             BE REGISTERED         PER UNIT(1)        OFFERING PRICE(1)           FEE
- ----------------------------------------------------------------------------------------------------------------
<S>                                   <C>                <C>                  <C>                     <C>
Common Stock, par value $.01          88,888             $25.75               $2,288,866              $693.60
================================================================================================================
</TABLE>

(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on
      the basis of the average of the high and low prices of the Common Stock on
      the American Stock Exchange on April 24, 1997.

                             ----------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
================================================================================
<PAGE>   2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

                   Subject to Completion, dated April 25, 1997

PROSPECTUS

                                Bowne & Co., Inc.

                          88,888 Shares of Common Stock
                                 $.01 Par Value


     This Prospectus relates to an aggregate of 88,888 shares of Common Stock,
par value $.01 per share (the "Common Stock"), of Bowne & Co., Inc., a New York
corporation (the "Company"). All of the Common Stock offered hereby may be sold
from time to time by and for the account of the Selling Stockholders named in
this Prospectus (the "Selling Stockholders"). See "Selling Stockholders" herein.

     The methods of sale of the Common Stock offered hereby are described under
the heading "Plan of Distribution." The Company will receive none of the
proceeds from such sales. The Company will pay all expenses (other than
underwriting and brokerage expenses, fees, discounts, and commissions, all of
which will be paid by the Selling Stockholders) incurred in connection with the
offering described in this Prospectus.

     The Selling Stockholders and any broker-dealers that participate in the
distribution of the Common Stock offered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"1933 Act"), and any commission or profit on the resale of shares received by
such broker-dealers may be deemed to be underwriting commissions and discounts
under the 1933 Act. Upon the Company's being notified by the Selling
Stockholders that any material arrangement has been entered into with a broker
or dealer for the sale of the shares through a secondary distribution, or a
purchase by a broker or dealer, a supplemented Prospectus will be filed, if
required, disclosing among other things the names of such brokers and dealers,
the number of shares involved, the price at which such shares are being sold and
the commissions paid or the discounts or concessions allowed to such
broker-dealers.

     The Common Stock of the Company is listed on the American Stock Exchange
(symbol: BNE). On April 24, 1996, the closing price of the Common Stock was
$25.625 per share.

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
               COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                   THIS PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

                The date of this Prospectus is ________ __, 1997.
<PAGE>   3
                              AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company may be inspected and copied at the
public reference facilities maintained by the Commission, 450 Fifth Street,
N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549; and at regional
offices of the Commission at the Citicorp Center, 500 West Madison, Suite 1400,
Chicago, Illinois 60661 and at 7 World Trade Center, New York, New York 10048.
Copies of such material may be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Such material may also be inspected and copied at the offices
of the American Stock Exchange, 86 Trinity Place, New York, New York 10006-1881,
on which the Company's Common Stock is listed. In addition, the Commission
maintains a site on the World Wide Web portion of the Internet that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of such
site is http://www.sec.gov.

     As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information contained in the Registration Statement on
Form S-3, as amended (the "Registration Statement"), of which this Prospectus is
a part. For further information with respect to the Company and the Common
Stock, reference is made to the Registration Statement and the exhibits thereto.
Statements made in this Prospectus as to the contents of any contract, agreement
or other document are not necessarily complete; and while the Company believes
the descriptions of the material provisions of such contracts, agreements and
other documents contained in this Prospectus are accurate summaries of such
material provisions, reference is made to such contract, agreement or other
document filed as an exhibit to the Registration Statement for a more complete
description of the matter involved, and each such statement is qualified in its
entirety by such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Company hereby incorporates by reference in this Prospectus the
following documents previously filed with the Commission pursuant to the
Exchange Act: (i) Annual Report of the Company on Form 10-K for the fiscal year
ended October 31, 1996; (ii) Quarterly Report of the Company on Form 10-Q for
the fiscal quarter ended January 31, 1997; and (iii) Current Report of the
Company on Form 8-K dated February 10, 1997.

     Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock pursuant hereto shall be
deemed to be incorporated by reference in this Prospectus and to be a part of
this Prospectus from the date of filing of such document. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of the Registration Statement and this Prospectus to the
extent that a statement contained in this Prospectus or in any subsequently
filed document that also is or is deemed to be incorporated by reference in this
Prospectus modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or this Prospectus.

     The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents that are incorporated by reference in this
Prospectus, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests should be
directed to Bowne & Co., Inc., Attention: Douglas F. Bauer, Counsel & Corporate
Secretary, 345 Hudson Street, New York, New York 10014, telephone (212)
924-5500.


                                       2
<PAGE>   4
                                   THE COMPANY

     The Company was incorporated in the State of New York in 1968. 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, among other places,
with affiliates worldwide.

     The Company's principal executive offices are located at 345 Hudson Street,
New York, New York 10014, and the Company's telephone number is (212) 924-5500.

                                 USE OF PROCEEDS

     The Company will not receive any of the proceeds from the sale of the
Common Stock offered by the Selling Stockholders.

                              SELLING STOCKHOLDERS

     The Company's Common Stock to which this Prospectus relates are being
offered by the Selling Stockholders. On February 14, 1997, BAZ Acquisition Corp.
("BAZ"), a wholly owned subsidiary of the Company, was merged (the "Merger")
with and into Imagineer, Inc. ("Imagineer") pursuant to an Agreement and Plan of
Merger dated as of February 14, 1997 between the Company, BAZ, Imagineer and the
Selling Stockholders (the "Merger Agreement"). An aggregate of 88,888 shares of
Common Stock offered hereby were issued to the Selling Stockholders in
connection with the Merger.

     The following table states the number of shares of the outstanding Common
Stock of the Company owned by the Selling Stockholders as of April 25, 1997, the
number of such shares which may be sold for the account of the Selling
Stockholders, and the number of such shares that will be owned by the Selling
Stockholders assuming the sale of all the shares offered hereby.

<TABLE>
<CAPTION>
                                                                       NUMBER OF
                                                                       SHARES OF         NUMBER OF SHARES
                                             NUMBER OF SHARES OF    COMMON STOCK TO       OF COMMON STOCK
      SELLING STOCKHOLDER                    COMMON STOCK OWNED        BE SOLD           OWNED AFTER SALE
- -----------------------------------------    ------------------     ---------------      ----------------
<S>                                          <C>                    <C>                  <C>
Michael Globke ..........................           37,669             37,669                    0
Margaret Globke .........................           28,443             28,443                    0
Steven Smitham ..........................           14,814             14,814                    0
Donald Ewing ............................           12,962             12,962                    0
</TABLE>
- --------------------

     During the three years prior to the Company's acquisition of Imagineer,
Michael Globke, Steven Smitham and Donald Ewing were employees of Imagineer. On 
the date hereof they are employees of a subsidiary of the Company. None of the 
Selling Stockholders was an employee or benefactor of the Company itself.

                           DESCRIPTION OF COMMON STOCK

     The Company is authorized to issue two classes of capital stock: Common
Stock, par value one cent ($.01) per share, of which 60,000,000 shares are
authorized; and Preferred Stock issuable in series, par value one cent ($.01)
per share (herein referred to as the "Preferred Stock"), of which 1,000,000
shares are authorized. On April 18, 1997, 18,106,304 shares of Common Stock
were issued and outstanding and no shares of Preferred Stock were issued or
outstanding. The following is a brief summary of the provisions of the Common
Stock and certain information relative to the Preferred Stock.

DIVIDENDS; VOTING RIGHTS; ELECTION OF DIRECTORS

     Dividends may be paid on the Common Stock at the discretion of the Board of
Directors of the Company out of any funds of the Company legally available
therefor after provision for dividends payable on the Preferred Stock, if any,
as the Board of Directors may fix. Each holder of Common Stock is entitled to
one vote for every share of Common Stock outstanding in his name on the stock
register of the Company.


                                       3
<PAGE>   5
The Board of Directors of the Company, which is elected by the stockholders, is
divided into three classes, with each class being as nearly equal in number as
possible and with the three classes being elected in successive years. Each
director is elected to serve for a term of three years or until his successor is
elected and qualified. Each class currently consists of three directors. The
holders of Common Stock have non-cumulative voting rights, which means that,
until any series of Preferred Stock is issued, the holders of more than 50% of
the stock voting for the election of directors can over a period of three years
elect all of the directors if they choose to do so and, in such event, the
holders of less than 50% of the stock remaining will not be able to elect any
person or persons as directors.

LIQUIDATION RIGHTS

     Upon any distribution of the assets of the Company, the holders of the
Common Stock are entitled to distribution of all assets of the Company remaining
after the holders of each series of the Preferred Stock have been paid the
preference or redemption price for their shares, if any, fixed by the Board of
Directors of the Company at the time of the issuance of such series of Preferred
Stock.

OTHER PROVISIONS

     No shares of the Common Stock of the Company are liable to any further
calls or assessment or to any sinking fund provisions, preemptive rights,
conversion rights or redemption provisions.

PREFERRED STOCK

     The Board of Directors of the Company is authorized, without further action
by the stockholders, to designate the terms, limitations, relative rights and
preferences of, and to issue, series of Preferred Stock. Such series may be
superior to the Common Stock as to dividends, distributions of assets (upon
liquidation or otherwise), voting rights and sinking fund provisions, and may be
convertible into shares of any other series or class of stock, including the
Common Stock of the Company, if the Board of Directors so determines. No shares
of Preferred Stock will be entitled to any preemptive rights.

STOCKHOLDER RIGHTS PLAN

     On January 30, 1997, the Board of Directors of the Company declared, and
subsequently distributed, a dividend of one preferred share purchase right (a
"Right") for each outstanding share of Common Stock. Each Right entitles the
registered holder to purchase from the Company one one-thousandth of a share of
Series B Junior Participating Preferred Stock, par value $.01 per share at a
price of $125 each, subject to adjustment. The Rights will expire on January
30, 2007, unless previously redeemed or exercised, although the Board may
redeem the Rights at any time before they become exercisable. A full
description and the terms of the Rights are set forth in a Rights Agreement
dated as of January 30, 1997.

     Basically, the Rights will become exercisable if a person or group of
affiliated or associated persons acquire beneficial ownership of 20% or more of
the outstanding shares of the Common Stock, or if a tender offer or exchange
offer is commenced or announced which would result in the beneficial ownership
of 20% or more of the outstanding Common Stock by any person or group. The
principal purpose of the Rights is to protect stockholders against coercive or
unfair takeover attempts on terms less favorable than would be available in a
transaction negotiated by the Board of Directors. The Rights are evidenced by
the existing certificates for the Common Stock, and separate Rights
certificates will be issued only in the event that the Rights become
exercisable.

TRANSFER AGENT AND REGISTRAR

     The Transfer Agent and Registrar for the Common Stock is The Bank of New
York.


                                       4
<PAGE>   6
                              PLAN OF DISTRIBUTION

     The Company has been advised that the distribution of the Common Stock by
the Selling Stockholders may be effected from time to time in one or more
transactions (which may involve block transactions) (i) on the American Stock
Exchange or such other national security exchanges on which the Company's Common
Stock are listed, in transactions that may include special offerings and
exchange distributions pursuant to and in accordance with the rules of such
exchanges, (ii) in the over-the-counter market, or (iii) in transactions
otherwise than on such exchanges or in the over-the-counter market, or in a
combination of any such transactions. Such transactions may be effected by the
Selling Stockholders at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices or at fixed
prices. The Selling Stockholders may effect such transactions by selling the
Common Stock to or through broker-dealers and such broker-dealers will receive
compensation in the form of discounts or commissions from the Selling
Stockholders and may receive commissions from the purchasers of the Common Stock
for whom they may act as agent (which discounts or commissions from the Selling
Stockholders or such purchasers will not exceed those customary in the type of
transactions involved).

     Any broker-dealers that participate with the Selling Stockholders in the
distribution of the Common Stock, may be deemed to be "underwriters" within the
meaning of the 1933 Act, and any commissions or discounts received by such
broker-dealers and any profit on the resale of the Common Stock by such
broker-dealers might be deemed to be underwriting discounts and commissions
under such act.

     Upon the Company's being notified by the Selling Stockholders that any
material arrangement has been entered into with a broker or dealer for the sale
of the Common Stock through a secondary distribution, or a purchase by a broker
or dealer, a supplemented Prospectus will be filed, if required, pursuant to
Rule 424(b) under the 1933 Act, disclosing (a) the names of such broker-dealers,
(b) the number of shares involved, (c) the price at which such shares are being
sold, (d) the commission paid or the discounts or concessions allowed to such
broker-dealers, (e) where applicable, that such broker-dealers did not conduct
any investigation to verify the information set out or incorporated by reference
in this Prospectus, as supplemented, and (f) other facts material to the
transaction.


                                  LEGAL MATTERS

     Certain legal matters in connection with the Common Stock covered by this
Prospectus are being passed upon by Simpson Thacher & Bartlett (a partnership
which includes professional corporations), New York, New York.

                                     EXPERTS

     The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended October 31, 1996, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.


                                       5
<PAGE>   7
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS



ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The estimated expenses payable by the Company in connection with the
offering described in this Registration Statement are as follows:

Registration fee ..................      $  694
Legal fees and expenses ...........       5,000
Accounting fees and expenses ......       1,000
Printing and duplicating expenses..         500
Miscellaneous expenses ............           0
                                         ------
  Total ...........................      $7,194
                                         ======

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 1 of Article X of the Company's By-Laws, as amended, provides that
the Company shall indemnify all persons whom it shall have power to indemnify
from and against all expenses, liabilities or other matters to the fullest
extent permitted by Sections 721 through 726 of the New York Business
Corporation law as from time to time amended. Sections 721 through 726 of the
New York Business Corporation Law set forth the extent to which officers or
directors of the Company may be indemnified against any liabilities which they
may incur in their capacity as such.

     Article Eighth of the Company's Certificate of Incorporation, as amended,
furthermore, provides that no director of the Company is personally liable to
the Company or its stockholders for damages for any breach of duty as a director
unless a judgment or other final adjudication adverse to him establishes that
his acts or omissions involved bad faith, intentional misconduct, a knowing
violation of law or certain expressly prohibited acts, or that he personally
gained a financial profit or other advantage to which he was not legally
entitled.

     The Company also has liability insurance policies in effect which cover
certain claims against any officer or director of the Company by reason of
certain breaches of duty, neglect, errors, or omissions committed by such person
in his capacity as an officer or director.

ITEM 16. EXHIBITS.

     2.1  -  Agreement and Plan of Merger dated as of February 14, 1997, among
             Bowne & Co., Inc., BAZ Acquisition Corp., Imagineer, Inc. and the
             Selling Stockholders.

     5.1  -  Opinion of Simpson Thacher & Bartlett as to the validity of
             issuance of the Common Stock.

    23.1  -  Consent of Ernst & Young LLP.

    23.2  -  Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1).

    24.0  -  Powers of Attorney (included on page II-3 hereof).


ITEM 17. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post effective amendment to this registration statement:

        (i) To include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933, as amended (the "Securities Act");

        (ii) To reflect in the prospectus any facts or events arising after the
    effective date of the registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the aggregate,
    represent a fundamental change in the information set forth in the
    registration statement. Notwithstanding the foregoing, any increase or
    decrease in the volume of securities offered (if the total dollar value of
    securities offered would not exceed that which was registered) and any
    deviation from the low or high and of the estimated maximum offering range
    may be reflected on the form of prospectus filed with the Commission
    pursuant to Rule


                                      II-1
<PAGE>   8
     424(b) if, in the aggregate, the changes in volume and price represent no
     more than 20 percent change in the maximum aggregate offering price set
     forth in the "Calculation of Registration Fee" table in the effective
     registration statement;

     (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement;

provided, however, that paragraph (1)(i) and (1)(ii) above do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") that are incorporated by reference in the registration
statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions set forth in response to Item 15, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


                                      II-2
<PAGE>   9
                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON APRIL 25, 1997.

                                        BOWNE & CO., INC.

                                        By:  /s/ Robert M. Johnson
                                             -----------------------------
                                             Robert M. Johnson
                                             Chairman of the Board
                                             and Chief Executive Officer


                                POWER OF ATTORNEY

     EACH PERSON WHOSE SIGNATURE APPEARS BELOW AUTHORIZES ROBERT M. JOHNSON AND
DENISE K. FLETCHER, OR EITHER OF THEM, TO EXECUTE IN THE NAME OF EACH SUCH
PERSON WHO IS THEN AN OFFICER OR DIRECTOR OF BOWNE & CO., INC. (EACH A
"REGISTRANT") AND TO FILE A REGISTRATION STATEMENT ON FORM S-3 RELATING TO THE
COMMON STOCK, AND ANY AMENDMENTS THERETO (AND ANY ADDITIONAL REGISTRATION
STATEMENT RELATED THERETO PERMITTED BY RULE 462(b) PROMULGATED UNDER THE
SECURITIES ACT OF 1933 (AND ALL FURTHER AMENDMENTS INCLUDING POST-EFFECTIVE
AMENDMENTS THERETO)) NECESSARY OR ADVISABLE TO ENABLE THE REGISTRANT TO COMPLY
WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY RULES, REGULATIONS AND
REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSION, IN RESPECT THEREOF, IN
CONNECTION WITH THE REGISTRATION OF THE SECURITIES WHICH ARE THE SUBJECT OF
SUCH REGISTRATION STATEMENT, WHICH AMENDMENTS MAY MAKE SUCH CHANGES IN SUCH
REGISTRATION STATEMENT AS SUCH ATTORNEY MAY DEEM APPROPRIATE.        

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
      SIGNATURE                               TITLE                                    DATE
      ---------                               -----                                    ----
<S>                               <C>                                             <C>
/s/ Robert M. Johnson             Chairman of the Board and Chief                 November 21, 1996
- --------------------------        Executive Officer
    (Robert M. Johnson)

/s/ Denise K. Fletcher            Vice President, Chief Financial                 November 21, 1996
- --------------------------        Officer (Principal Financial and
    (Denise K. Fletcher)          Accounting Officer)


/s/ James P. O'Neil               President, Chief Operating Officer,             November 21, 1996
- --------------------------        and Director
   (James P. O'Neil)

/s/ Robert M. Conway              Director                                        November 21, 1996
- --------------------------
    (Robert M. Conway)

/s/ Edward H. Meyer               Director                                        November 21, 1996
- --------------------------
    (Edward H. Meyer)

/s/ H. Marshall Schwarz           Director                                        November 21, 1996
- --------------------------
    (H. Marshall Schwarz)

/s/ Wendell M. Smith              Director                                        November 21, 1996
- --------------------------
    (Wendell M. Smith)

/s/ Thomas O. Stanley             Director                                        November 21, 1996
- --------------------------
    (Thomas O. Stanley)

/s/ Vincent Tese                  Director                                        November 21, 1996
- --------------------------
    (Vincent Tese)

/s/ Richard R. West               Director                                        November 21, 1996
- --------------------------
    (Richard R. West)
</TABLE>





                                      II-3
<PAGE>   10
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                                      SEQUENTIALLY
EXHIBIT                                                                                 NUMBERED
 NUMBER                           DESCRIPTION OF EXHIBITS                                PAGES
- -------                           -----------------------                             ------------
<S>            <C>                                                                    <C>
  2.1    -     Agreement and Plan of Merger dated as of February 14, 1997, among
               Bowne & Co., Inc., BAZ Acquisition Corp., Imagineer, Inc. and the
               Selling Stockholders.


  5.1    -     Opinion of Simpson Thacher & Bartlett as to the validity of
               issuance of the Common Stock.

 23.1    -     Consent of Ernst & Young LLP.

 23.2    -     Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1).

 24.0    -     Powers of Attorney (included on page II-3 hereof).
</TABLE>

<PAGE>   1
                  AGREEMENT AND PLAN OF MERGER, dated as of February 14, 1997,
among Bowne & Co., Inc., a New York corporation ("Parent"), BAZ Acquisition,
Inc., an Arizona corporation ("Sub"), Imagineer, Inc., an Arizona corporation
(the "Company"), Michael J. Globke, Margaret A. Globke, Steven Smitham, and
Donald Ewing (collectively, the "Stockholders").

                                R E C I T A L S :

                  WHEREAS, the respective Boards of Directors of Parent, Sub and
the Company and the stockholders of Sub and the Company have approved the
acquisition of the Company by Parent subject to the terms and conditions of this
Agreement;
                  WHEREAS, to effect such transaction, the respective Boards of
Directors of Parent, Sub and the Company have approved the merger of Sub with
and into the Company (the "Merger"), subject to the terms and conditions of this
Agreement, whereby the issued and outstanding shares of common stock, par value
$.01 per share, of the Company (the "Company Common Stock"), will be converted
into the right to receive the Merger Consideration (as defined in Section 3.1)
upon the terms and subject to the conditions herein;

                  WHEREAS, Sub will acquire Donald Ewing's membership
interests in Imagineer of California, L.L.C. upon the terms and
subject to the conditions herein;

                  WHEREAS, Parent, Sub, the Company and the Stockholders desire
to make certain representations, warranties, covenants and agreements in
connection with the Merger and also to prescribe various conditions to the
Merger; and

                                                                     
<PAGE>   2
                                                                               2



                  WHEREAS, for Federal income tax purposes, it is intended that
the Merger shall qualify as a reorganization under the provisions of Section 368
of the Internal Revenue Code of 1986, as amended.

                  NOW, THEREFORE, in consideration of the representations,
warranties, covenants and agreements contained in this Agreement, the parties
agree as follows:

                             ARTICLE I: DEFINITIONS

                  As used in this Agreement, the following terms have the
following meanings:

         "Affiliate" when used with respect to another Person shall mean any
Person controlling, controlled by or under common control with such Person.

         "Agreement" means this Agreement and Plan of Merger dated as of
February 14, 1997 among Parent, Sub, the Company, Michael J. Globke, Margaret A.
Globke, Steven Smitham and Donald Ewing, as it may be amended from time to time
as provided herein.

         "Business Day" means any day that is not a Saturday, Sunday or other
day on which banks are required or authorized by law to be closed in New York,
New York.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "Intellectual Property" means patents, patent applications, trademarks,
tradenames, service marks, copyright registrations or copyright applications.

                                                                     
<PAGE>   3
                                                                               3



         "Leased Real Property" means the land, buildings and structures leased
by the Company as lessee and listed in Schedule 4.1(i) hereto under the name of
the Company, including any additions thereto or substitutions therefor.

         "Lien" means any mortgage, pledge, security interest, option, adverse
claim, encumbrance, lien, claim or charge of any kind, whether voluntarily
incurred or arising by operation of law or otherwise.

         "Material Adverse Effect" means any change, effect or circumstance
that, individually or when taken together with all such other changes, effects
or circumstances, is or is reasonably likely to be materially adverse to the
business, results of operations or financial condition of the Company and its
Subsidiary or Parent and its Subsidiaries, as the case may be, in each case,
taken as a whole.

         "Person" means and includes any natural person, corporation, limited
liability company, partnership, limited partnership, firm, joint venture,
association, joint-stock company, trust, business trust, unincorporated
organization, governmental or regulatory body, or other entity of whatever
nature.

         "Subsidiary" means, as to any Person, a corporation, partnership or
other entity of which shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership interests having
such power only by reason of the happening of a contingency) to elect a majority
of the board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the

                                                                     
<PAGE>   4
                                                                               4



management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person.

         "Transfer" shall be construed broadly and shall include any transfer by
way of issuance, sale, assignment, hypothecation, disposition, participation,
pledge, gift, bequeath, intestate transfer, distribution, liquidation, merger or
consolidation.

                             ARTICLE II: THE MERGER

                  2.1 The Merger. Upon the terms and subject to the conditions
of this Agreement, and in accordance with the Arizona Business Corporation Act
(the "ABCA"), Sub shall be merged with and into the Company at the Effective
Time. Following the Merger, the separate corporate existence of Sub shall cease
and the Company shall continue as the surviving corporation (the "Surviving
Corporation") and the name of the Surviving Corporation shall be "Imagineer,
Inc.".

                  2.2 Closing. The closing of the Merger (the "Closing") shall
take place at 11:00 a.m., on February 14, 1997 or on any other date specified by
the parties, which date shall be no later than the second business day after the
satisfaction or waiver of the conditions set forth in Article VI (the "Closing
Date"), at the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New
York, New York 10017, or such other place, time and date as the parties may
agree.

                  2.3 Effective Time. As soon as practicable on or after the
Closing Date, the parties shall file articles of merger or other appropriate
documents (in any such case, the "Articles

                                                                     
<PAGE>   5
                                                                               5



of Merger") executed in accordance with the relevant provisions of the ABCA and
shall make all other filings or recordings required under the ABCA. The Merger
shall become effective at such time as the Articles of Merger is duly filed with
the Secretary of State of Arizona or at such other time (in accordance with the
ABCA) as Sub and the Company shall agree should be specified in the Articles of
Merger (the time the Merger becomes effective being the "Effective Time").

                  2.4  Effects of the Merger.  The Merger shall have the
effects set forth in Section 10-1106 of the ABCA.

                  2.5  Articles of Incorporation; By-Laws; Purposes.

                  (a)  The Articles of Incorporation of the Company, as
in effect immediately prior to the Effective Time of the Merger, shall be the
Articles of Incorporation of the Surviving Corporation until thereafter changed
or amended as provided therein or by applicable law.

                  (b) The By-laws of the Company as in effect at the Effective
Time of the Merger shall be the By-laws of the Surviving Corporation until
thereafter changed or amended as provided therein or by applicable law.

                  2.6 Directors. The directors of Sub at the Effective Time of
the Merger shall be the directors of the Surviving Corporation, until the
earlier of their resignation or removal or until their respective successors are
duly elected and qualified, as the case may be.

                  2.7 Officers. The officers of the Company at the Effective
Time of the Merger shall be the officers of the

                                                                     
<PAGE>   6
                                                                               6



Surviving Corporation, until the earlier of their resignation or removal or
until their respective successors are duly elected and qualified, as the case
may be.


                ARTICLE III: EFFECT OF THE MERGER ON THE CAPITAL

                      STOCK OF THE CONSTITUENT CORPORATIONS

                  3.1 Effect on Capital Stock. As of the Effective Time of the
Merger, by virtue of the Merger and without any action on the part of the holder
of any shares of Company Common Stock or any shares of capital stock of Sub:

                  (a) Capital Stock of Sub. Each share of capital stock of Sub
         issued and outstanding immediately prior to the Effective Time of the
         Merger shall be converted into and exchanged for one validly issued,
         fully paid and nonassessable share of Surviving Corporation Common
         Stock.

                  (b) Cancellation of Treasury Stock. Each share of Company
         Common Stock that is owned by the Company or any subsidiary of the
         Company, shall automatically be cancelled and retired and shall cease
         to exist, and no common stock, par value $.01 per share, of Parent
         ("Parent Common Stock") or other consideration shall be delivered or
         deliverable in exchange therefor.

                  (c) Conversion of Company Common Stock. In consideration for
         all of the issued and outstanding shares of Company Common Stock each
         Stockholder shall receive (i) that number of fully paid and
         nonassessable shares of Parent Common Stock set forth opposite such
         Stockholder's name under the heading "Shares" on Schedule 3.1 and (ii)
         the

                                                                     
<PAGE>   7
                                                                               7



         dollar amount set forth opposite such Stockholder's name under the
         heading "Cash" on Schedule 3.1 (collectively, the "Merger
         Consideration"). At the Effective Time each share of Company Common
         Stock shall be converted into the right to receive a portion of the
         Merger Consideration in accordance with this subsection 3.1.

                  3.2 Exchange Procedures. (a) As soon as reasonably practicable
as of or after the Effective Time, Parent shall deposit with its transfer agent,
for the benefit of the holders of shares of Company Common Stock, for exchange
in accordance with this Article III, the shares of Parent Common Stock to be
issued in the Merger.

                  (b) As soon as practicable after the Effective Time, each
holder of an outstanding certificate or certificates which prior thereto
represented shares of Company Common Stock shall, upon surrender to Parent, be
entitled to a certificate or certificates representing the number of full shares
of Parent Common Stock and the amount of cash, if any, and the number of shares
of Surviving Corporation Common Stock into which the aggregate number of shares
of Company Common Stock previously represented by such certificate or
certificates surrendered shall have been converted pursuant to this Agreement.
Each such certificate of Parent Common Stock issued to each holder will bear the
following legend on the face thereof:

         NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
         DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE
         MADE EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION
         FROM REGISTRATION THEREUNDER.

                                                                     
<PAGE>   8
                                                                               8



                  No interest will be paid or will accrue on any cash payable in
lieu of any fractional shares of Parent Common Stock.

                  3.3  Limited Liability Company.  Donald Ewing shall receive 
$16,667 in exchange for his 40% membership interest in Imagineer of California,
L.L.C., which represents all of the membership interests in Imagineer of 
California, L.L.C. not owned by the Company.

                   ARTICLE IV: REPRESENTATIONS AND WARRANTIES

               4.1 Representations and Warranties of the Company. The Company 
represents and warrants to Parent and Sub as follows:

                  (a)  Due Organization of the Company.  The Company is a
         corporation duly organized, validly existing and in good standing under
         the laws of the State of Arizona. Imagineer of California, L.L.C.,
         which is the only Subsidiary of the Company, is a limited liability
         company duly organized, validly existing and in good standing under the
         laws of the State of Arizona. Each of the Company and its Subsidiary is
         duly qualified or licensed to do business and is in good standing in
         each jurisdiction in which the nature of its business or the ownership
         or leasing of its properties makes such qualification or licensing
         necessary, other than in such jurisdictions where the failure to be so
         qualified or licensed (individually or in the aggregate) would not have
         a Material Adverse Effect. Accurate and complete copies of the
         certificate of incorporation, including all amendments thereto and
         restatements thereof, and bylaws of the Company and the articles of
         organization and operating agreement of

                                                                     
<PAGE>   9
                                                                               9



         the Subsidiary have been delivered to Parent. Accurate and complete
         copies of the corporate minutes and the stock record books of the
         Company and the records of the Subsidiary have been delivered to
         Parent. Complete and accurate records with respect to the issuance,
         transfer, redemption and cancellation of shares of capital stock of the
         Company and the membership interests of the Subsidiary are contained in
         the records which have been delivered to Parent.

                  (b) Authorization and Validity of Agreement. The Company has
         all requisite corporate power and authority to enter into this
         Agreement and to perform its obligations hereunder and to consummate
         the transactions contemplated hereby. The execution, delivery and
         performance by the Company of this Agreement and the consummation by it
         of the transactions contemplated hereby have been duly authorized by
         the Board of Directors and stockholders of the Company, and no other
         action on the part of the Company is necessary for the execution,
         delivery and performance by the Company of this Agreement and the
         consummation by it of the transactions contemplated hereby. This
         Agreement has been duly executed and delivered by the Company and,
         assuming due authorization, execution and delivery by Parent and Sub,
         is a valid and legally binding obligation of the Company, enforceable
         against the Company in accordance with its terms.

                                                                     
<PAGE>   10
                                                                              10



                  (c) Capitalization. As of the date hereof, the authorized
         capital stock of the Company is 1,000,000 shares of Company Common
         Stock and 6,666 shares of Company Common Stock are issued and
         outstanding. Except as set forth above, as of the date hereof, no
         shares of capital stock of the Company are issued, reserved for
         issuance or outstanding. Each outstanding share of the Company Common
         Stock is duly authorized, validly issued, fully paid and nonassessable
         and not subject to preemptive rights. Except as set forth on Schedule
         4.1(c), there are no outstanding bonds, debentures, notes or other
         indebtedness or other securities of the Company having the right to
         vote (or convertible into, or exchangeable for, securities having the
         right to vote) on any matters on which stockholders of the Company may
         vote. There are no outstanding existing or authorized subscriptions,
         options, warrants, calls, rights, or any other agreements of any
         character relating to the sale, issuance or voting of any shares of the
         capital stock of, or other equity interests in, the Company or its
         Subsidiary or any securities convertible into or evidencing the right
         to purchase such capital stock or other equity interests in, the
         Company or its Subsidiary, and except as set forth on Schedule 4.1(c)
         there are no voting trusts, stockholder agreements, or other agreements
         or understandings with respect to the voting or transfer of the Company
         Common Stock and any such trusts, agreements or understandings shall be
         terminated as of the Effective Time

                                                                     
<PAGE>   11
                                                                              11



         and the parties thereto will have no further rights thereunder. As of
         the date hereof, all persons who are the record and beneficial owners
         of the Company Common Stock are set forth on Schedule 4.1(c)

                  (d) Subsidiaries. Except as set forth on Schedule 4.1(d), the
         Company has no Subsidiaries and there are no corporations,
         partnerships, joint ventures, associations or other entities in which
         the Company owns, of record or beneficially, any direct or indirect
         equity or other interest or any right (contingent or otherwise) to
         acquire the same. Except as set forth on Schedule 4.1(d), the Company
         is not a member of (nor is any part of the Company's business conducted
         through) any partnership, nor is the Company a participant in any joint
         venture or similar arrangement. Except as set forth on Schedule 4.1(d),
         all of the outstanding membership interests of the Company's Subsidiary
         are duly authorized, validly issued, fully paid and nonassessable and
         all such membership interests are owned by the Company or the
         Stockholders free and clear of all Liens.

                  (e) No Conflict; Consents. The execution, delivery and
         performance by the Company of this Agreement and the consummation by it
         of the transactions contemplated hereby will not either alone or with
         the passage of time or both: (i) violate any provision of any law,
         rule, regulation, order, judgment or decree applicable to the Company
         or the Subsidiary; (ii) require any consent or approval of, or

                                                                     
<PAGE>   12
                                                                              12



         filing with or notice to, any governmental or regulatory authority
         under any provision of any law applicable to the Company or the
         Subsidiary; (iii) violate the Articles of Incorporation or By-laws (or
         equivalent organizational documents) of the Company or the Subsidiary;
         and (iv) require any consent, approval or notice under, and will not
         conflict with, or result in the breach or termination of, or constitute
         a default under, or result in the acceleration of the performance by
         the Company or the Subsidiary under, any contract, indenture, mortgage,
         deed of trust, lease, license, franchise, agreement or other instrument
         to which the Company or the Subsidiary is a party or by which either of
         them, or any of their assets, are bound or encumbered, other than, in
         the case of clauses (i), (ii) or (iv), any consent, approval, filing or
         notice that would not, if not given or made, or any violation,
         conflict, breach, termination, default or acceleration which would not
         (x) impair in any material respect the ability of the Company to
         perform its obligations under this Agreement or (y) prevent or
         materially delay the consummation of the transactions contemplated by
         this Agreement.

                  (f) Financial Statements. The Company heretofore has delivered
         to Parent (i) a copy of the unaudited balance sheets of the Company as
         at December 31, 1995, December 31, 1994 and December 31, 1993 and an
         interim balance sheet of the Company as of November 30, 1996 (such
         balance sheets and any notes thereto being referred to herein as the
         "Balance

                                                                     
<PAGE>   13
                                                                              13



         Sheets"), the unaudited income statements of the Company for the years
         ended December 31, 1995 and December 31, 1994 and for the period ended
         December 31, 1993 and the interim unaudited consolidated income
         statement of the Company for the eleven-month period ended November 30,
         1996 (such income statements and any notes thereto being referred to
         herein as the "Income Statements") and the unaudited statement of cash
         flows for each of the years ended December 31, 1995 and December 31,
         1994 and for the period ended December 31, 1993 (the "Cash Flow
         Statements") (collectively with the Balance Sheets and the Income
         Statements, the "Financial Statements"). The Financial Statements were
         prepared in accordance with generally accepted accounting principles
         applied on a consistent basis, except as may be indicated in the notes
         thereto. The Financial Statements accurately reflect the books, records
         and accounts of the Company in all material respects and present fairly
         in all material respects as of the dates and for the periods stated
         therein the financial condition and results of operations of the
         Company except that any interim Financial Statements may be subject to
         normal year-end adjustments.

                  (g) Tax Matters. For purposes of this Section 4.1(g), any
         reference to the Company or its Subsidiary shall include any
         corporation that merged or was liquidated with and into the Company or
         its Subsidiary. Except as disclosed in Schedule 4.1(g):

                                                                     
<PAGE>   14
                                                                              14



                               (i) All Tax Returns required to be filed by or
                  with respect to the Company and its Subsidiary have been
                  timely filed and all such Tax Returns are complete and correct
                  in all respects. The Company and its Subsidiary have (i)
                  timely paid all Taxes that are due, or that have been asserted
                  in writing by any taxing authority to be due, from or with
                  respect to it for the periods ending prior to the date hereof
                  or (ii) provided adequate reserves in its financial statements
                  for any Taxes that have not been paid, whether or not shown as
                  being due on any Tax Returns.

                              (ii) No material claim for unpaid Taxes has become
                  a lien against the property of the Company or its Subsidiary
                  or is being asserted against the Company or any of its
                  Subsidiaries.

                             (iii) The statute of limitations with respect to
                  the Tax Returns of the Company and its Subsidiary and of each
                  affiliated group (within the meaning of the Code) of which the
                  Company and its Subsidiary are or have been a member for all
                  periods through the respective years specified in Schedule
                  4.1(g) has expired. There are no outstanding agreements,
                  waivers or arrangements extending the statutory period of
                  limitation applicable to any claim for, or the period for the
                  collection or assessment of, Taxes due from or with respect to
                  the Company or its Subsidiary of the Company for any taxable
                  period, and no power of

                                                                     
<PAGE>   15
                                                                              15



                  attorney granted by or with respect to the Company or its
                  Subsidiary of the Company relating to Taxes is currently in
                  force.

                              (iv) No audit or other proceeding by any
                  governmental entity has formally commenced and no specific
                  notification has been given to the Company or its Subsidiary
                  that such an audit or other proceeding is pending or
                  threatened with respect to any Taxes due from or with respect
                  to the Company or its Subsidiary or any Tax Return filed by or
                  with respect to the Company or any Subsidiary of the Company.
                  No assessment of Tax has been proposed in writing against the
                  Company or any Subsidiary of the Company or any of their
                  assets or properties.

                               (v) As of the Effective Time, neither the Company
                  nor its Subsidiary shall be a party to, be bound by or have
                  any obligation under, any Tax sharing agreement or similar
                  contract or arrangement.

                              (vi) There is no contract or agreement, plan or
                  arrangement by the Company or its Subsidiary covering any
                  person that, individually or collectively, could give rise to
                  the payment of any amount that would not be deductible by the
                  Company or its Subsidiary by reason of section 280G of the
                  Code, as now in effect.

                             (vii) As used herein, "Taxes" shall mean all taxes
                  of any kind, including, without limitation, those on or
                  measured by or referred to as income, gross receipts,

                                                                     
<PAGE>   16
                                                                              16



                  sales, use, ad valorem, franchise, profits, license,
                  withholding, payroll, employment, excise, severance, stamp,
                  occupation, premium, value added, property or windfall profits
                  taxes, customs, duties or similar fees, assessments or charges
                  of any kind whatsoever, together with any interest and any
                  penalties, additions to tax or additional amounts imposed by
                  any governmental entity. As used herein, "Tax Return" shall
                  mean any return, declaration, report, claim for refund or
                  information return or statement relating to Taxes, including
                  any schedule or attachment thereto, and including any
                  amendment thereof. 

                  (h) Insurance. As of the date hereof, the Company and its
         Subsidiary are covered by valid and currently effective insurance
         policies issued in favor of the Company or its Subsidiary that, in the
         judgment of the Company, are customary for companies of similar size in
         the industry and locale in which it operates. All such policies are in
         full force and effect, all premiums due thereon have been paid and the
         Company and its Subsidiary have complied in all material respects with
         the provisions of such policies. 

                  (i) Title to Property; Liens and Encumbrances. (i) Neither the
         Company nor its Subsidiary owns any real property. Schedule 4.1(i) (i)
         lists all leases relating to Leased Real Property. The Company owns a
         valid and subsisting interest as lessee under the Leased Real Property
         and except as set forth on Schedule 4.1(i) hereto, to the

                                                                     
<PAGE>   17
                                                                              17



         Company's knowledge, all such Leased Real Property is free and clear of
         all Liens except (i) statutory Liens arising or incurred in the
         ordinary course of business with respect to which the underlying
         obligations are not delinquent or the validity of which is being
         contested in good faith by appropriate proceedings and for which
         adequate reserves for monies owed are reflected on the Financial
         Statements in accordance with generally accepted accounting principles,
         (ii) Liens for taxes not yet delinquent or the validity of which are
         being contested in good faith by appropriate proceedings and for which
         adequate reserves are reflected on the Financial Statements in
         accordance with generally accepted accounting principles, and (iii)
         Liens and defects in title that are not material to the lessee (the
         types of Liens identified in clauses (i) through (iii) above being
         herein referred to as "Permitted Liens").

                     (ii) To the Company's knowledge, all improvements on the
         Leased Real Property are in compliance with applicable zoning and land
         use laws, ordinances and regulations in all respects necessary to
         conduct the operation of the Company and its Subsidiary operating
         thereon as presently conducted, except for any instances of
         non-compliance which do not and will not in the aggregate have a
         material adverse effect on the owner or lessee of such Leased Real
         Property. All such improvements are in good working condition and
         repair, are insurable at standard rates, and comply in all material

                                                                     
<PAGE>   18
                                                                              18



         respects with applicable federal, state and local statutes,
         ordinances and regulations.

                    (iii) Except as specified on Schedule 4.1(i) (iii) and
         except for Permitted Liens, each of the Company and its Subsidiary has
         good title to the assets owned by it free and clear of all Liens. All
         tangible personal property owned by the Company or the Subsidiary is in
         a good state of repair and operating condition subject to normal
         repair, maintenance and replacement. Except as set forth on Schedule
         4.1(i), the Company owns, directly or indirectly, all assets,
         properties, rights, franchises, claims and agreements of every kind and
         description used to conduct the businesses and operations of the
         Company and the Subsidiary as they are presently conducted.

                  (j) Patents, Trademarks, Tradenames, Service Marks and
         Copyrights. Schedule 4.1(j)(1) and Schedule 4.1(j)(2) set forth all
         Intellectual Property owned, licensed or used by or registered in the
         name of the Company and its Subsidiary, respectively. The Company owns,
         free and clear of all Liens, and without infringement on the rights of
         others, all right and interest in, and right and authority to use in
         connection with the conduct of its business as presently conducted, all
         Intellectual Property used in such business and there are not
         outstanding or, to the knowledge of the Company, threatened judicial or
         adversary proceedings with respect thereto.

                                                                     
<PAGE>   19
                                                                             19



                  (k) Legal Proceedings. There is no claim, legal action,
         decree, judgment, order, arbitration or administrative or other
         proceeding, suit or governmental investigation pending, or to the
         knowledge of the Company, threatened, against the Company or its
         Subsidiary which, individually or in the aggregate, could have a
         Material Adverse Effect or which, as of the date hereof, seeks to
         enjoin or prohibit or otherwise question the validity of any action to
         be taken by the Company in connection with this Agreement. As of the
         date hereof, to the Company's knowledge, there are no events or
         conditions which could reasonably be expected to result in a claim,
         legal action, decree, judgment, order, arbitration or administrative or
         other proceeding, suit or governmental investigation of the Company or
         its Subsidiary which, individually or in the aggregate, would have a
         Material Adverse Effect.

                  (l) Conduct of Business in Compliance with Laws. (i) Neither
         the Company nor its Subsidiary is in violation of, or in default with
         respect to, any order, law, rule, regulation, judgment, order or decree
         of any federal, state, foreign, municipal or governmental department,
         commission, board, bureau, agency or instrumentality which affects the
         Company, except where the violation or default would not give rise,
         individually or in the aggregate, to a Material Adverse Effect.

                  (ii) The Company and its Subsidiary possess all material
         governmental licenses, permits, franchises and

                                                                     
<PAGE>   20
                                                                              20



         other authorizations of any federal, state, local or foreign
         governmental authority ("Licenses"). All such Licenses are in full
         force and effect except for those whose failure to be in full force and
         effect would not, individually or in the aggregate, have a Material
         Adverse Effect. To the Company's knowledge, no proceeding is pending or
         threatened seeking the revocation or limitation of any such License
         that could, individually or in the aggregate, have a Material Adverse
         Effect.

                  (m) Absence of Undisclosed Liabilities. Except for liabilities
         reflected or reserved against in the Financial Statements, neither the
         Company nor its Subsidiary has any liabilities, commitments,
         indebtedness or obligations of any nature, whether absolute, accrued,
         contingent or otherwise, and whether due or to become due that would be
         required to be reflected on a balance sheet (or required to be
         disclosed in the notes thereto) prepared in accordance with generally
         accepted accounting principles and that would, individually or in the
         aggregate, have a Material Adverse Effect.

                  (n) Absence of Changes or Events. Except for the organization
         and capitalization of Imagineer of California, L.L.C., since December
         31, 1995, (i) the business of the Company has been conducted in all
         material respects only in the ordinary course, (ii) neither the Company
         nor its Subsidiary has, except in the ordinary course of business,
         purchased, sold, assigned or transferred any of the assets of the
         Company or its Subsidiary or made or obligated itself

                                                                     
<PAGE>   21
                                                                              21



         in any way to make any increase in the compensation, incentive,
         opportunity or benefits payable to any employee of the Company, except
         for regular periodic employee pay raises consistent with past practice
         and (ii) there has not been a Material Adverse Effect in the Company
         and its Subsidiary, taken as a whole, except for any change resulting
         from general economic, financial or market conditions.

                  (o) Employee Benefit Plans. (i) Schedule 4.1(o) contains a
         true and complete list of each "employee benefit plan" (within the
         meaning of section 3(3) of the Employee Retirement Income Security Act
         of 1974, as amended ("ERISA"), including, without limitation,
         multiemployer plans within the meaning of ERISA section 3(37)), stock
         purchase, stock option, severance, employment, change-in-control,
         fringe benefit, collective bargaining, bonus, incentive, deferred
         compensation and all other employee benefit plans, agreements,
         programs, policies or other arrangements, whether or not subject to
         ERISA (including any funding mechanism therefor now in effect or
         required in the future as a result of the transaction contemplated by
         this Agreement or otherwise), whether formal or informal, oral or
         written, legally binding or not, under which any employee or former
         employee of the Company or any Subsidiary has any present or future
         right to benefits or under which the Company or any Subsidiary has any
         present or future liability. All such plans, agreements, programs,
         policies

                                                                     
<PAGE>   22
                                                                              22



         and arrangements shall be collectively referred to as the
         "Company Plans".

                     (ii) With respect to each Company Plan, the Company has
         delivered to Parent a current, accurate and complete copy (or, to the
         extent no such copy exists, an accurate description) thereof and, to
         the extent applicable: (i) any related trust agreement or other funding
         instrument; (ii) the most recent determination letter, if applicable;
         (iii) any summary plan description and other written communications (or
         a description of any oral communications) by the Company or its
         Subsidiaries to their employees concerning the extent of the benefits
         provided under a Company Plan; and (iv) for the three most recent years
         (A) the Form 5500 and attached schedules, (B) audited financial
         statements, (C) actuarial valuation reports and (D) attorney's response
         to an auditor's request for information.

                    (iii) (A) Each Company Plan has been established and
         administered in accordance with its terms, and in compliance with the
         applicable provisions of ERISA, the Code and other applicable laws,
         rules and regulations; (B) each Company Plan which is intended to be
         qualified within the meaning of Code section 401(a) is so qualified and
         has received a favorable determination letter as to its qualification,
         and nothing has occurred, whether by action or failure to act, that
         would cause the loss of such qualification; (C) no event has occurred
         and no condition exists that would

                                                                     
<PAGE>   23
                                                                              23



         subject the Company or its Subsidiaries, either directly or by reason
         of their affiliation with any member of their "Controlled Group"
         (defined as any organization which is a member of a controlled group of
         organizations within the meaning of Code sections 414(b), (c), (m) or
         (o)), to any tax, fine, lien or penalty imposed by ERISA, the Code or
         other applicable laws, rules and regulations; (D) for each Company Plan
         with respect to which a Form 5500 has been filed, no material change
         has occurred with respect to the matters covered by the most recent
         Form since the date thereof; and (E) no "reportable event" (as such
         term is defined in ERISA section 4043), "prohibited transaction" (as
         such term is defined in ERISA section 406 and Code section 4975) or
         "accumulated funding deficiency" (as such term is defined in ERISA
         section 302 and Code section 412 (whether or not waived)) has occurred
         with respect to any Company Plan.

                     (iv) With respect to each of the Company Plans that is not
         a multiemployer plan within the meaning of section 4001(a)(3) of ERISA
         but is subject to Title IV of ERISA, as of the Closing Date, the assets
         of each such Company Plan are at least equal in value to the present
         value of the accrued benefits (vested and unvested) of the participants
         in such Company Plan on a termination and projected benefit obligation
         basis, based on the actuarial methods and assumptions indicated in the
         most recent actuarial valuation reports.

                                                                     
<PAGE>   24
                                                                              24



                      (v) With respect to any multiemployer plan (within the
         meaning of ERISA section 4001(a)(3)) to which the Company, any
         Subsidiary or any member of their Controlled Group has any liability or
         contributes (or has at any time contributed or had an obligation to
         contribute): (A) none of the Company, any Subsidiary or any member of
         their Controlled Group has incurred any withdrawal liability under
         Title IV of ERISA or would be subject to such liability if, as of the
         Closing Date, the Company, its Subsidiary or any member of their
         Controlled Group were to engage in a complete withdrawal (as defined in
         ERISA section 4203) or partial withdrawal (as defined in ERISA section
         4205) from any such multiemployer plan; and (B) no such multiemployer
         plan is in reorganization or insolvent (as those terms are defined in
         ERISA sections 4241 and 4245, respectively).

                  (f) With respect to any Company Plan, (i) no actions, suits or
         claims (other than routine claims for benefits in the ordinary course)
         are pending or threatened, and (ii) no facts or circumstances exist
         that could give rise to any such actions, suits or claims.

                  (g) No Company Plan exists that could result in the payment to
         any present or former employee of the Company or its Subsidiary of any
         money or other property or accelerate or provide any other rights or
         benefits to any present or former employee of the Company or its
         Subsidiary as a result of the transaction contemplated by this
         Agreement, whether

                                                                     
<PAGE>   25
                                                                              25



         or not such payment would constitute a parachute payment within the
         meaning of Code section 280G.

                  (p) Environmental Matters. (i) Except as would not reasonably
         be expected to result individually or in the aggregate in any material
         liability under any Environmental Law, to the Company's knowledge, all
         operations and uses by the Company and its Subsidiary of the Leased
         Real Property are in compliance with all currently applicable
         environmental statutes, ordinances, regulations and orders relating to
         the protection of the environment (collectively, "Environmental Laws").
         To the Company's knowledge, the Company and its Subsidiary have
         obtained all permits necessary under Environmental Laws for the
         operation of its business, and all such permits are in full force and
         effect and the Company and its Subsidiary are in compliance with the
         terms and conditions of all such permits. To the knowledge of the
         Company, there are no outstanding Liens on the Company's or the
         Subsidiary's interest in the Leased Real Property under any
         Environmental Laws. Neither the Company nor the Subsidiary, has
         received any notice of, or is otherwise aware of, any administrative or
         judicial investigations, proceedings or actions with respect to
         violations, alleged or proven, of any Environmental Laws by the Company
         or the Subsidiary or any tenants or subtenants of the Company or the
         Subsidiary, or otherwise involving such Leased Real Property or the
         operations conducted on or in such Leased Real Property.

                                                                     
<PAGE>   26
                                                                              26



                     (ii) To the knowledge of the Company, and except as would
         not reasonably be expected to result individually or in the aggregate
         in any material liability under any Environmental Law, the Leased Real
         Property is in compliance with all Environmental Laws and there has
         been no release (nor, to the knowledge of the Company, is there any
         substantial threat of a release) of any hazardous substance at or from
         such Leased Real Property in amounts or concentrations requiring
         remediation under or that would violate current Environmental Laws. To
         the knowledge of the Company, there are no hazardous substances present
         on such Leased Real Property except for ordinary quantities of properly
         stored hazardous substances found in consumer or commercial products
         that are used in the normal course of the Company's and its
         Subsidiary's business, including grounds and building operation and
         maintenance, or except as otherwise present in material compliance with
         Environmental Laws or as would not reasonably be expected to result
         individually or in the aggregate in any material liability under any
         Environmental Law.

                  To the knowledge of the Company, there are no underground
         storage tanks, or underground piping associated with such tanks, at
         such Leased Real Property.

                  (q) Affiliate Transactions. Neither the Company nor its
         Subsidiary (i) has any outstanding contract, agreement or other
         arrangement with any of the Stockholders or any of such Stockholders'
         Affiliates which will continue in effect

                                                                     
<PAGE>   27
                                                                              27



         subsequent to the Closing or (ii) other than the movement of monetary
         assets, has engaged in any transaction outside the ordinary course of
         business consistent with past practice with the Stockholders or their
         Affiliates since December 31, 1995, which was (x) material to the
         business or operations of the Company and its Subsidiaries taken as a
         whole or (y) undertaken in contemplation of the sale of the Company or
         its Subsidiaries.

                  (r) Material Contracts. Schedule 4.1(r) lists all contracts,
         agreements, leases, and licenses, as to which the Company or any
         Subsidiary is a party or by which any of them is bound, and which is
         not disclosed in any other Schedules to this Agreement, including,
         without limitation, all collective bargaining agreements and employment
         agreements and consulting agreements providing for compensation in
         excess of $50,000 of salary per year. Such contracts are collectively
         referred to herein as "Material Contracts". The Company has delivered
         to Parent copies of all such Material Contracts. Except as set forth on
         Schedule 4.1(r) hereto, each Material Contract is valid and binding
         (except to the extent that the invalidity or nonbinding nature of any
         Material Contract would not have a Material Adverse Effect) and is in
         full force and effect in accordance with its terms and neither the
         Company nor the Subsidiary has granted any material waivers or
         forebearances thereunder and neither the Company nor the Subsidiary, or
         to the knowledge of the Company or the Subsidiary, any third party, is
         in

                                                                     
<PAGE>   28
                                                                              28



         material default in the performance of any of its obligations under any
         such Material Contract and no event or circumstance has occurred which,
         with the giving of notice or the lapse of time or both, would
         constitute a material default by the Company or the Subsidiary, under
         any Material Contract. The transactions contemplated hereby may be
         consummated without the consent of any party to any Material Contract
         and such sale will not affect the validity or enforceability of any
         such Material Contract or cause any material change in the substantive
         terms thereof.

                  (s) Brokers, Finders, etc. No broker, finder, consultant or
         other intermediary is or will be entitled to any broker's or finder's
         fee or any other commission or similar fee in connection with the
         transactions contemplated by this Agreement.

                  4.2 Representations and Warranties of the Stockholders. The
Stockholders, jointly and severally, represent and warrant to Parent and Sub as
follows:

                  (a) Authorization and Validity of Agreement. Each of the
         Stockholders has legal capacity to enter into this Agreement and
         perform its obligations hereunder. This Agreement has been duly
         executed and delivered by each Stockholder and, assuming due
         authorization, execution and delivery by Parent and Sub, is a valid and
         legally binding obligation of such Stockholder, enforceable against
         such Stockholder in accordance with its terms.

                                                                     
<PAGE>   29
                                                                              29



                  (b) Investment Intent. Each Stockholder understands that the
         Parent Common Stock delivered in connection with the Merger, at the
         time of its receipt by such Stockholders, will not be registered under
         the Securities Act of 1933, as amended (the "Act"), or any other
         applicable securities laws. Each Stockholder is acquiring the Parent
         Common Stock for investment for his own account and not with a view to,
         or for resale in connection with, the distribution or other disposition
         thereof except as contemplated by the Registration Rights Agreement
         provided for herein. Each Stockholder agrees and acknowledges that he
         will not, directly or indirectly, offer, transfer, sell, assign,
         pledge, hypothecate or otherwise dispose of any shares of the Parent
         Common Stock received in the Merger unless such transfer, sale,
         assignment, pledge, hypothecation or other disposition is pursuant to
         an effective registration statement under the Act or counsel for such
         Stockholder (which counsel shall be acceptable to Parent) shall have
         furnished Parent with an opinion, satisfactory in form and substance to
         Parent, that no such registration is required because of the
         availability of an exemption from registration under the Act. Each
         Stockholder further represents and warrants that (i) his financial
         condition is such that he can afford to bear the economic risk of
         holding the Parent Common Stock for an indefinite period of time and
         has adequate means for providing for his current needs and personal
         contingencies, (ii) he can afford to suffer a

                                                                     
<PAGE>   30
                                                                              30



         complete loss of his investment in the Parent Common Stock, and (iii)
         his knowledge and experience in financial and business matters are such
         that he is capable of evaluating the merits and risks of his
         acquisition of the Parent Common Stock as contemplated by this
         Agreement.

                  4.3 Representations and Warranties of Parent and Sub. Parent
and Sub jointly and severally represent and warrant to the Company and the
Stockholders as follows:

                  (a) Due Organization and Power of Parent and Sub. Each of
         Parent and Sub is a corporation duly organized, validly existing and in
         good standing under the laws of its jurisdiction of organization. Each
         of Parent and Sub is duly qualified or licensed to do business and is
         in good standing in each jurisdiction in which the nature of its
         business or the ownership or leasing of its properties makes such
         qualification or licensing necessary, other than in such jurisdictions
         where the failure to be so qualified or licensed (individually or in
         the aggregate) would not have a Material Adverse Effect.

                  (b) Authorization and Validity of Agreement. Each of Parent
         and Sub has all requisite corporate power and authority to enter into
         this Agreement and perform its obligations hereunder. The execution,
         delivery and performance by each of Parent and Sub of this Agreement
         and the consummation by it of the transactions contemplated hereby have
         been duly authorized by its respective Board of Directors, and no other
         corporate action on the part of

                                                                     
<PAGE>   31
                                                                              31



         Parent or Sub is necessary for the execution, delivery and performance
         by Parent and Sub of this Agreement and the consummation by it of the
         transactions contemplated hereby. This Agreement has been duly executed
         and delivered by each of Parent and Sub and, assuming due
         authorization, execution and delivery by the Company and the
         Stockholders, is a valid and legally binding obligation of Parent and
         Sub, enforceable against Parent and Sub in accordance with its terms.

                  (c) Interim Operations of Sub. Sub was formed solely for the
         purpose of engaging in a business combination transaction with the
         Company and has engaged in no other business activities and has
         conducted its operations only as contemplated hereby.

                  (d) Validity of Parent Common Stock. The Parent Common Stock
         to be delivered in exchange for Company Common Stock at the Effective
         Time, when issued and delivered in accordance with the terms hereof,
         will be duly authorized and validly issued, free and clear of any
         liens, encumbrances or claims of other persons (other than liens,
         encumbrances or claims resulting from acts of the Company or any
         Stockholder), and will be fully paid and nonassessable with no personal
         liability attached to the ownership thereof and will not be subject to
         any preemptive rights under the New York Business Corporation Law.

                                                                     
<PAGE>   32
                                                                              32



                              ARTICLE V: COVENANTS

                  5.1 Access to Information Concerning Properties and Records;
Confidentiality. During the period commencing on the date hereof and ending on
the Closing Date, the Company shall, upon reasonable request, afford to Parent,
its counsel, accountants, engineers, appraisers and other authorized
representatives reasonable access during normal business hours to the
properties, equipment, books, accounts, contracts, documents and records of the
Company, its businesses and properties, to the extent that doing so does not
materially disrupt or interfere with the operations of the Company, and the
Company shall, within a reasonable period of time, furnish or cause to be
furnished to Parent and its representatives all existing data and information
concerning its business and properties as Parent may reasonably request. Parent
shall keep, and shall cause its agents, attorneys, employees and representatives
to keep, confidential all information obtained by Parent with respect to the
Company.

                  5.2 Conduct of the Business of the Company Prior to the
Closing Date. The Company agrees that, except as permitted, required or
specifically contemplated by this Agreement or as otherwise consented to or
approved in writing by Parent, during the period commencing on the date hereof
and ending at the Closing Date:

                  (a) the business of the Company and its Subsidiary shall be
         conducted only in the ordinary course consistent with past practices;

                  (b) neither the Company nor its Subsidiary will amend its
         organizational documents;


                                                                     
<PAGE>   33
                                                                              33



                  (c) neither the Company nor its Subsidiary will (i) make any
         change in the number of shares of its capital stock authorized, issued
         or outstanding or grant or issue any option, warrant or other right to
         purchase, or convert any obligation into, shares of its capital stock
         or (ii) purchase or redeem any shares of its capital stock or any other
         security;

                  (d) the Company will use its, and will cause its Subsidiary to
         use its reasonable efforts to preserve intact the operations,
         organization and reputation of the Company and its Subsidiary to keep
         available the services of the Company's and its Subsidiary's present
         officers and key employees, and to preserve the good will and business
         of the suppliers and others having business relationships with the
         Company and the Subsidiary;

                  (e) the Company and its Subsidiary will maintain their assets
         in the same condition (ordinary wear and tear excepted) as at the date
         hereof;

                  (f) neither the Company nor the Subsidiary will remove or make
         any significant alterations to any of its assets;

                  (g) the Company and the Subsidiary will timely make all
         payments required to be paid under any Material Contract when due and
         otherwise pay all liabilities and satisfy all obligations within 90
         days of invoice;

                  (h) neither the Company nor its Subsidiary will declare, pay
         or make any dividend or other distribution;

                  (i) the Company and its Subsidiary will maintain their books
         and records in accordance with generally accepted accounting principles
         and will not change the accounting methods, principles or practices
         currently used;

                  (j) neither the Company nor its Subsidiary will introduce any
         material change with respect to the operation of its business;

                  (k) the Company and its Subsidiary shall continue to maintain
         and carry their existing insurance;

                  (l) neither the Company nor its Subsidiary will alter the
         terms of any existing Material Contract except for immaterial
         alterations;

                  (m) except to the extent required under existing Company Plans
         as in effect on the date of this Agreement, neither the Company nor its
         Subsidiary will increase or modify, or agree to increase or modify, the
         compensation, bonuses or other benefits or perquisites for employees of
         the Company or any Subsidiary, except in the ordinary course

                                                                     
<PAGE>   34
                                                                              34



         of business consistent with past practice, and neither the Company nor
         any of its Subsidiaries will enter into any employment or consulting
         agreement; and

                  (n) neither the Company nor its Subsidiary will incur any
         obligations or sell, dispose of or transfer any of the assets of its
         business other than in the ordinary course of business consistent with
         past practice.

                  5.3 Employment Agreements. At the Closing, each of Michael J.
Globke, Steven Smitham and Donald Ewing shall enter into an Employment Agreement
with Bowne Business Services, Inc., substantially in the form attached hereto as
Exhibits A-1, A-2 and A-3, respectively.

                  5.4 Notification. (a) The Company shall notify Parent of any
material litigation, arbitration or administrative proceeding pending or, to its
knowledge, threatened against the Company or its Subsidiary.

                  (b) Between the date of this Agreement and the Closing, the
Company shall keep Parent reasonably informed of all material operational
matters and business developments known to the Company with respect to its
business, including any competitive changes.

                  5.5 No Inconsistent Action. The Company shall not take any
action which is inconsistent with its obligations under this Agreement or that
would hinder or delay the consummation of the transactions contemplated by this
Agreement.

                  5.6 Non-Solicitation. Between the date of this Agreement and
the Closing Date, neither the Company nor any Affiliate thereof shall, directly
or indirectly, (i) solicit, initiate or encourage submission of any proposal or
offer from any Person relating to any acquisition or purchase of any capital

                                                                     
<PAGE>   35
                                                                              35



stock or assets of the Company or any other transaction that would result in the
transfer of control of the Company or an investment of any kind by any Person in
the Company (each an "Acquisition Proposal") or (ii) participate in any
discussions or negotiations regarding, or furnish to any Person any information
with respect to, an Acquisition Proposal or any of the foregoing, except to the
extent required by law, or (iii) otherwise cooperate in any way with, or assist
or participate in, facilitate or encourage, any effort or attempt by any other
Person to do or seek any of the foregoing.

                  5.7 Further Actions. Subject to the terms and conditions
hereof, each of the parties hereto agrees to use its reasonable best efforts to
take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary, proper or advisable to consummate and make effective the
transactions contemplated by this Agreement, including using its reasonable best
efforts: (i) to obtain any licenses, permits, consents, approvals,
authorizations, qualifications and orders of governmental authorities as are
required in connection with the consummation of the transactions contemplated
hereby; (ii) to effect all necessary registrations and filings; (iii) to take
such reasonable actions to defend any lawsuits or other legal proceedings,
whether judicial or administrative, whether brought derivatively or on behalf of
third parties (including governmental agencies or officials), challenging this
Agreement or the consummation of the transactions contemplated hereby; and

                                                                     
<PAGE>   36
                                                                              36



(iv) to furnish to each other such information and assistance as is reasonably
requested in connection with the foregoing.

                  5.8 Registration Rights Agreement. At the Closing, Parent
shall enter into a registration rights agreement, substantially in the form
attached hereto as Exhibit B (the "Registration Rights Agreement").

                  5.9 Tax-Free Reorganization Treatment. None of Parent, Sub,
the Company or any of their respective affiliates shall take or cause to be
taken any action, whether before or after the Effective Time, which would
disqualify the Merger as a tax-free reorganization within the meaning of Section
368 of the Code.

                  5.10 Personal Guarantees. After the Effective Time, Parent
shall use its best efforts to obtain the release of any personal guarantees by
the Stockholders guaranteeing obligations of the Company, including, to the
extent possible, by substituting guarantees of the Company or its Subsidiaries
in lieu thereof.


                        ARTICLE VI: CONDITIONS PRECEDENT

                  6.1 Conditions Precedent to Obligations of Parties. The
respective obligations of the parties hereto are subject to the satisfaction (or
waiver by each party) at or prior to the Closing Date of the following
condition:

                  (a) No Injunction. No order of any court or any administrative
         agency shall be in effect which restrains or prohibits the transactions
         contemplated hereby.

                  6.2 Conditions Precedent to Obligations of Parent and Sub. The
obligations of Parent and Sub to consummate the

                                                                     
<PAGE>   37
                                                                              37



transactions contemplated by this Agreement are subject to the satisfaction (or
waiver by Parent and Sub) at or prior to the Closing Date of each of the
following additional conditions:

                  (a) Accuracy of Representations and Warranties. The
         representations and warranties of the Company and the Stockholders
         contained herein shall have been true and correct in all material
         respects as of the date of this Agreement and as of the Closing Date as
         though made on and as of the Closing Date.

                  (b) Performance of Agreements. The Company and the
         Stockholders shall have performed in all material respects all
         obligations and agreements, and complied in all material respects with
         all covenants and conditions, contained in this Agreement to be
         performed or complied with by it prior to or on the Closing Date.

                  (c) Certificate. Parent shall have received (i) a certificate
         of the Company, dated the Closing Date, executed on behalf of the
         Company by its President to the effect that the conditions specified in
         paragraphs (a) and (b) above have been fulfilled and (ii) a certificate
         of each of the Stockholders, dated the Closing Date, to the effect that
         the conditions specified in paragraphs (a) and (b) above have been
         fulfilled.

                  (d) Legal Opinion. Parent shall have received a legal opinion
         from Titus, Brueckner & Berry P.C. dated the Closing Date,
         substantially in the form attached hereto as Exhibit C.

                  (e) No Material Adverse Change. Between the date hereof and
         the Closing Date, there shall not have occurred any material adverse
         change in the condition (financial or otherwise), business or results
         of operations of the Company and its Subsidiaries, taken as a whole.

                  (f) Employment Agreements. Bowne Business Services, Inc. and
         each of Michael J. Globke, Steven Smitham and Donald Ewing shall have
         duly executed and delivered an Employment Agreement as contemplated by
         Section 5.3.

                  (g) Registration Rights Agreement. Each of the Stockholders
         shall have duly executed and delivered the Registration Rights
         Agreement.

                  6.3 Conditions Precedent to the Obligations of the Company and
the Stockholders. The obligations of the Company and the Stockholders to
consummate the transactions contemplated by

                                                                     
<PAGE>   38
                                                                              38



this Agreement is subject to the satisfaction (or waiver by the Company and the
Stockholders) at or prior to the Closing Date of each of the following
additional conditions:

                  (a) Accuracy of Representations and Warranties. The
         representations and warranties of Parent and Sub contained herein shall
         have been true and correct in all material respects as of the date of
         this Agreement and as of the Closing Date as though made on and as of
         the Closing Date.

                  (b) Performance of Agreements. Parent shall have performed in
         all material respects all obligations and agreements, and complied in
         all material respects with all covenants and conditions, contained in
         this Agreement to be performed or complied with by it prior to or on
         the Closing Date.

                  (c) Certificate. The Company shall have received a certificate
         of Parent and Sub, dated the Closing Date, executed on behalf of Parent
         and Sub by its respective President or any Senior Vice President, to
         the effect that the conditions specified in paragraphs (a) and (b)
         above have been fulfilled.

                  (d) Legal Opinions. The Company shall have received a legal
         opinion from Simpson Thacher & Bartlett dated the Closing Date,
         substantially in the form attached hereto as Exhibit D.

                  (e) Registration Rights Agreement. Parent shall have duly
         executed and delivered the Registration Rights Agreement.


                          ARTICLE VII: INDEMNIFICATION

                  7.1 Indemnification Against Loss Due to Inaccuracies in
Company's or Stockholders' Representations and Warranties, Etc. The
Stockholders, jointly and severally, indemnify Parent and the Surviving
Corporation and their respective Subsidiaries and Affiliates (collectively, the
"Parent Indemnified Parties") against, and agree to hold the Parent Indemnified
Parties harmless from, all losses, costs, damages, liabilities, claims, demands,
judgments, settlements and expenses of any nature

                                                                     
<PAGE>   39
                                                                              39



whatsoever, governmental or non-governmental (including, but not limited to,
reasonable fees and expenses of counsel and expenses of investigation) (other
than any such items relating to Taxes for which the agreed-upon indemnification
provisions are set forth in Section 7.3) (collectively, "Losses") incurred
directly or indirectly because or resulting from or arising out of the fact that
any matter which is the subject of a representation or warranty contained in
Section 4.1 or 4.2 is not as represented or warranted or the failure of the
Company or any Stockholder to fulfill in any respect any of its obligations
under this Agreement which is required to be fulfilled before or after the
Closing Date.

                  7.2 Indemnification Against Loss Due to Inaccuracies in
Parent's or Sub's Representations and Warranties, Etc. Parent and Sub, jointly
and severally, indemnify the Stockholders and their Affiliates (the "Stockholder
Indemnified Parties") against, and agree to hold the Stockholder Indemnified
Parties harmless from, all Losses incurred directly or indirectly because or
resulting from or arising out of the fact that any matter which is the subject
of a representation or warranty contained in Section 4.3 is not as represented
or warranted or the failure of Parent or Sub to fulfill in any respect any of
its obligations under this Agreement which is required to be fulfilled before or
after the Closing Date.

                  7.3 Tax Indemnification. (a) The Stockholders, jointly and
severally, shall be responsible for and shall indemnify and hold harmless the
Parent Indemnified Parties from

                                                                     
<PAGE>   40
                                                                              40



and against any and all Taxes for or in respect of each of the
following:

                  (i) any and all Taxes with respect to any taxable period of
         Company or its Subsidiary (or any predecessor) ending on or before the
         Closing Date or apportioned to such period under Section 7.3(b) below;

                  (ii) any and all Taxes arising out of a breach of
         representations and warranties contained in Section 4.1(g);

                  (iii) any payments required to be made after the Closing Date
         under any Tax sharing, Tax indemnity, Tax allocation or similar
         contracts (whether or not written) to which the Company was obligated,
         or was a party, on or prior to the Closing date; and

                  (iv) any legal, accounting and other fees and expenses for any
         item attributable to (i) through (iii) above.

                  (b) The Stockholders and Parent shall, to the extent permitted
by applicable law, elect with the relevant taxing authority to close the taxable
period of Company and its Subsidiary at the end of the day on the Closing Date.
In any case where applicable law does not permit the Company and its Subsidiary
to close its taxable year on the Closing Date, then Taxes attributable to the
taxable period of the Company and its subsidiaries beginning on or before and
ending after the Closing Date (including without limitation any Taxes resulting
from a Tax audit or administrative or court proceeding) shall be apportioned to
the period ending on the Closing Date and to the period beginning on the day
after the Closing Date by means of a closing

                                                                     
<PAGE>   41
                                                                              41



of the books and records of the Company and its Subsidiary as of the close of
business on the Closing Date and, to the extent not susceptible to such
allocation, by apportionment on the basis of elapsed days unless such Tax is
transaction based (such as sales, transfer and other similar Taxes) in which
case such Tax shall be apportioned to the period in which the related
transaction occurred/occurs.

                  (c) (i) Any Stockholder shall promptly notify Parent of the
commencement of any claim, audit, examination or other proposed change or
adjustment by any taxing authority which could reasonably be expected to affect
the liability of Parent or its affiliates for Taxes.

                  (ii) Any claim for indemnity hereunder shall be made in
conformance with the provisions of Section 7.5 below.

                  Any claim for indemnity made pursuant to this Section 7.3 may
be made at any time prior to 90 days after the expiration of the applicable Tax
statute of limitations with respect to the relevant tax period (including all
periods of extension, whether automatic or permissive).

                  7.4 Limit on Claims Other than Tax Matters. (a) Any claim for
indemnification under Section 7.1 or 7.2 or otherwise under this Agreement other
than under Section 7.3 must be made by notice as provided herein not later than
the date which is three years after the Closing Date. Any indemnity obligation
of the Stockholders pursuant to Section 7.1 or otherwise under this Agreement
may be satisfied directly from, and with full recourse to, the Stockholders.

                                                                     
<PAGE>   42
                                                                              42



                  7.5 Procedure. If any claim or demand by any person is made
against a Parent Indemnified Party or a Stockholder Indemnified Party
(collectively, an "Indemnified Party"), and if such Indemnified Party intends to
seek indemnity with respect thereto under this Article VII, such Indemnified
Party shall promptly notify the indemnifying party in writing of such claim or
demand, provided that the failure to so notify the indemnifying party shall not
relieve the indemnifying party from any liability which it may have hereunder
unless it is actually prejudiced thereby. The indemnifying party shall have 30
days after receipt of such notice to undertake, conduct and control, through
counsel of its own choosing and at its own expense, the settlement or defense
thereof, and the Indemnified Party shall cooperate with the indemnifying party
in connection therewith; provided that the Indemnified Party may participate at
its own expense in such settlement or defense through counsel chosen by such
Indemnified Party. The Indemnified Party shall have the right to pay or settle
any such claim; provided that in such event it shall waive any right to
indemnity therefor by the indemnifying party. If the indemnifying party does not
notify the Indemnified Party within 30 days after the receipt of the Indemnified
Party's notice of a claim of indemnity hereunder that it elects to undertake the
defense thereof, the Indemnified Party shall have the right to contest, settle
or compromise the claim in its sole discretion and shall not thereby waive any
right to indemnity therefor pursuant to this Agreement. The indemnifying party
shall not, except with the consent of the Indemnified

                                                                     
<PAGE>   43
                                                                              43



Party, enter into any settlement that does not include as an unconditional term
thereof the giving by the person or persons asserting such claim to all
Indemnified Parties an unconditional release from all liability with respect to
such claim or consent to entry of any judgment. Notwithstanding the foregoing,
following the Closing, the Parent will afford, and cause the Company and its
Subsidiary to afford, to the Indemnified Parties and their counsel, accountants
and other authorized representatives reasonable access during normal business
hours to the properties, books and records of the Company and its Subsidiary
(and permit the Indemnified Parties and their counsel, accountants and other
authorized representatives to make copies of such books and records at their own
expense), to the extent that such access may be reasonably required to
facilitate the investigation, litigation and final disposition of any claim
which may have been or may be made against any Stockholder Indemnified Party
relating to the Company or its Subsidiaries or any of the transactions
contemplated by this Agreement. The Stockholder Indemnified Parties shall hold
any such confidential information in confidence on the same terms and subject to
the same conditions applicable to Parent in Section 5.1 hereof.

                  7.6 Payment. On each occasion that an Indemnified Party shall
be entitled to indemnification or reimbursement under this Article VII, the
indemnifying party shall, at each such time, promptly pay the amount of such
indemnification or reimbursement. If the Indemnified Party shall be entitled to
indemnification under this Article VII and the indemnifying party

                                                                     
<PAGE>   44
                                                                              44



shall not elect to control any legal proceeding in connection therewith, the
indemnifying party shall pay upon request from time to time to the Indemnified
Party an amount equal to the Indemnified Party's costs and expenses arising as a
result of such proceeding which have not been previously reimbursed.

                  7.7 Tax Related Adjustments. If any indemnity payment is
determined to be taxable income by any taxing authority, then the Stockholders
shall indemnify Parent for any Taxes payable by Parent, Sub or any of their
affiliates by reason of the receipt of such indemnity payment (including any
payments under this Section 7.7), determined at an assumed marginal tax rate
equal to the highest marginal tax rate then in effect for corporate taxpayers in
the relevant jurisdiction.


                           ARTICLE VIII: MISCELLANEOUS

                  8.1  Termination and Abandonment.

                  (a)  General.  This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time
prior to the Effective Time:

                          (i) by mutual written consent of Parent, Sub, the
         Company and the Stockholders;

                          (ii) by Parent after March 31, 1997 if, through no
         fault of Parent, the Closing shall not have occurred;

                          (iii) by the Company after March 31, 1997 if, through
         no fault of the Company, the Closing shall not have occurred;

                          (iv) by Parent if there has been a material breach of
         any representation, warranty or covenant made in this Agreement by the
         Company or the Stockholders; or

                          (v) by the Company if there has been a material breach
         of any representation, warranty or covenant made in this Agreement by
         Parent or Sub.


                                                                     
<PAGE>   45
                                                                              45



                  (b) Procedure Upon Termination. In the event of the
termination and abandonment of this Agreement, written notice thereof specifying
in sufficient detail the basis for such termination (including, in respect of
any termination pursuant to clause (iv) or (v) of Section 8.1(a), reasonably
sufficient detail of the breaches of representation, warranty or covenant) shall
promptly be given to the other party hereto and this Agreement shall terminate
and the transactions contemplated hereby shall be abandoned without further
action by any of the parties hereto.

                  (c) Survival of Certain Provisions. The respective obligations
of the parties hereto pursuant to this Section 8.1 and Sections 8.2 and 8.10
shall survive any termination of this Agreement.

                  8.2 Survival of Representations, Warranties and Agreements.
All covenants and agreements made by the parties in this Agreement not fully
performed as of the Effective Time shall survive the Effective Time until fully
performed. The respective representations and warranties of the Company, the
Stockholders, Parent and Sub contained in Article IV shall survive the
consummation of the transactions contemplated by this Agreement for three years
after the Effective Time (except that the representations and warranties
relating to Taxes) made in Section 4.1(g) shall survive until 90 days after the
expiration of the statute of limitations (including any extensions thereof)
applicable to such Taxes) and shall be binding notwithstanding any due diligence
investigation by Parent.

                                                                     
<PAGE>   46
                                                                              46



                  8.3 Fees and Expenses. Whether or not the transactions
contemplated hereby are consummated, each of the parties hereto shall pay its
own fees and expenses incident to the negotiation, preparation and execution of
this Agreement, including attorneys', accountants' and other advisors' fees and
the fees and expenses of any broker, finder or agent retained by such party in
connection with the transactions contemplated by the Agreement.

                  8.4 Transfer Taxes. Any transfer tax shall be borne by the
Company.

                  8.5 Notices. All notices, requests, demands, waivers and other
communications required or permitted to be given under this Agreement shall be
in writing delivered by hand, facsimile or registered letter with return receipt
requested and shall be deemed to have been duly given or made when delivered by
hand, or, in the case of facsimile note or registered letter, when received by
the addressee, addressed as follows:

                  (a)  if to the Company or the Stockholders:

                           Imagineer, Inc.
                           3030 N. Central Avenue, Suite 1107
                           Phoenix, Arizona  85012
                           Attention:  Michael J. Globke
                           Telephone:  (602) 222-8595
                           Telecopy:  (602) 234-0779

                           with a copy to:

                           Titus, Brueckner & Berry P.C.
                           Scottsdale Centre Suite B-252
                           7373 North Scottsdale Road
                           Scottsdale, Arizona  85253-3527
                           Attention:  Charles R. Berry
                           Telephone:  (602) 483-9600
                           Telecopy:  (602) 483-3215


                                                                     
<PAGE>   47
                                                                              47



                  (b)  if to Parent or Sub:

                           Bowne & Co., Inc.
                           345 Hudson Street
                           New York, New York  10014
                           Attention: Brendan Keating
                           Telephone: (212) 924-5500
                           Telecopy:  (212) 229-3400

                           with a copy to:

                           Simpson Thacher & Bartlett
                           425 Lexington Avenue
                           New York, New York  10017
                           Attention:  Vincent Pagano, Jr.
                           Telephone:  (212) 455-2000
                           Telecopy:  (212) 455-2502

or to such other persons or addresses as any party shall specify as to itself by
notice in writing to the other parties.

                  8.6 Entire Agreement. This Agreement (including the Schedules
hereto) constitutes the entire agreement between the parties hereto and
supersedes all prior agreements and understandings, oral and written, between
the parties hereto with respect to the subject matter hereof.

                  8.7 Binding Effect; Benefit. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and assigns. Nothing in this Agreement, expressed or implied, is
intended to confer on any person other than the parties hereto or their
respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.

                  8.8 Assignability. This Agreement shall not be assigned by
either of the parties hereto without the prior written consent of the other
party; provided, however, that Parent and Sub may, without the prior written
consent of the

                                                                     
<PAGE>   48
                                                                              48



Company, assign all of their rights hereunder to any direct wholly owned
subsidiary of Parent provided that no such assignment shall relieve the
assigning party of its obligations hereunder.

                  8.9 Amendment and Modification; Waiver. Subject to applicable
law, this Agreement may be amended, modified and supplemented by a written
instrument authorized and executed on behalf of the parties at any time prior to
the Closing Date with respect to any of the terms contained herein. No waiver by
any party of any of the provisions hereof shall be effective unless explicitly
set forth in writing and executed by the party so waiving. Except as provided in
the preceding sentence, no action taken pursuant to this Agreement, including
without limitation, any investigation by or on behalf of any party, shall be
deemed to constitute a waiver by the party taking such action or compliance with
any representations, warranties, covenants, or agreements contained herein, and
in any documents delivered or to be delivered pursuant to this Agreement and in
connection with the Closing hereunder. The waiver by any party hereto of a
breach of any provision of this Agreement shall not operate or be construed as a
waiver of any other or subsequent breach.

                  8.10 Public Announcements. Unless otherwise required by law or
any regulation or rule of any stock exchange binding upon the Company or Parent,
prior to the Closing no news release or other public announcement pertaining to
the transactions contemplated by this Agreement will be made by or on behalf of
any party hereto without the prior written approval of the other

                                                                     
<PAGE>   49
                                                                              49



party (such consent not to be unreasonably withheld or delayed). Where any
announcement, communication or circular concerning the transactions referred to
in this Agreement is required by law or any regulation or rule of any stock
exchange it shall be made by the relevant party after consultation, where
reasonably practicable, with the other party and taking into account the
reasonable requirements (as to timing, contents and manner of making or despatch
of the announcement, communication or circular) of the other party.

                  8.11 Section Headings. The section headings contained in this
Agreement are inserted for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.

                  8.12 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and all
of which together shall be deemed to be one and the same instrument.

                  8.13 Applicable Law. This Agreement and the legal relations
between the parties hereto shall be governed by and construed in accordance with
the laws of the State of New York without regard to conflicts of laws principles
thereof.


                                                                     
<PAGE>   50
                                                                              50



                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.




                                  BOWNE & CO. INC.                 
                                                                   
                                                                   
                                                                   
                                  By: /s/ Robert M. Johnson
                                     ---------------------------   
                                      Name: Robert M. Johnson
                                      Title: Chairman and CEO
                                                                   

                                  BAZ ACQUISITION, INC.            
                                                                   
                                  By: /s/ Brendan Keating      
                                     ---------------------------   
                                      Name: Brendan Keating      
                                      Title: Vice President
                                                                   

                                  IMAGINEER, INC.                  
                                                                   
                                  By: /s/ Michael J. Globke
                                     ---------------------------   
                                      Name: Michael J. Globke
                                      Title: President

                                                                   
                                  MICHAEL J. GLOBKE                

                                  /s/ Michael J. Globke
                                  ------------------------------   


                                  MARGARET A. GLOBKE               

                                  /s/ Margaret A. Globke
                                  ------------------------------   

                                                                   
                                  STEVEN SMITHAM                   

                                  /s/ Steven Smitham
                                  ------------------------------   


                                  DONALD EWING                     
                              
                                  /s/ Donald Ewing
                                  ------------------------------   

<PAGE>   1
                                                                     EXHIBIT 5.1


                   [Letterhead of Simpson Thacher & Bartlett]




                                               April 25, 1997



Bowne & Co., Inc.
345 Hudson Street
New York, New York  10014

Ladies and Gentlemen:

         We have acted as your counsel in connection with the Registration
Statement on Form S-3 (the "Registration Statement") of Bowne & Co., Inc., a New
York corporation (the "Company"), which the Company intends to file with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to, among other things, 88,888 shares of the Company's
common stock, par value of $.01 per share (the "Shares"), issued pursuant to an
Agreement and Plan of Merger dated as of February 14, 1997 among the Company,
BAZ Acquisition Corp., Imagineer, Inc., Michael Globke, Margaret Globke, Steven
Smitham and Donald Ewing.

         We have examined a copy of the Registration Statement (including the
exhibits thereto) and originals or copies, certified or otherwise identified to
our satisfaction, of such corporate records, documents or other instruments of
the Company and have made such other and further investigations as we deemed
necessary to enable us to express the opinions hereinafter set forth.

         In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as photostatic copies, and the authenticity of the
originals of such letter documents.

         Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the Shares have been duly
authorized by the Company and are validly issued, fully paid and nonassessable.

         We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the State of
New York and the federal law of the United States of America.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.


                                    Very truly yours,

                                    SIMPSON THACHER & BARTLETT

<PAGE>   1
                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT AUDITORS


          We consent to the reference to our firm under the Caption "Experts"
in the Registration Statement (Form S-3 No. 333- ________) and related
Prospectus of Bowne and Co., Inc. for the registration of 88,888 shares of its
common stock and to the incorporation by reference therein of our report dated
December 10, 1996, with respect to the consolidated financial statements of
Bowne & Co., Inc. included in its Annual Report (Form 10-K) for the year ended
October 31, 1996, filed with the Securities and Exchange Commission.


                                                 ERNST & YOUNG LLP

New York, New York
April 25, 1997


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