BOWNE & CO INC
10-K405, 1997-01-29
COMMERCIAL PRINTING
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<PAGE>   1
 
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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549
                               ------------------
                                   FORM 10-K
                               ------------------
 
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934 [Fee Required]
 
    For the fiscal year ended October 31, 1996, or
 
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 [No Fee Required]
 
    For the transition period from ____________ to____________
 
                           COMMISSION FILE NO. 1-5842
                               ------------------
 
                               BOWNE & CO., INC.
             (Exact name of Registrant as specified in its charter)
 
<TABLE>
<S>                                    <C>
               NEW YORK                              13-2618477
     (State or other jurisdiction                 (I.R.S. Employer
   of incorporation or organization)           Identification Number)
 
           345 HUDSON STREET
          NEW YORK, NEW YORK                            10014
    (Address of principal executive                  (Zip code)
                 offices)
</TABLE>
 
                                 (212) 924-5500
              (Registrant's telephone number, including area code)
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 
<TABLE>
<CAPTION>
                                                          NAME OF EACH EXCHANGE ON
              TITLE OF EACH CLASS                             WHICH REGISTERED
<S>                                            <C>
                 Common Stock,                             American Stock Exchange
                Par Value $.01
</TABLE>
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
 
                                      NONE
                                (Title of class)
 
     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:           Yes  X          No
 
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
 
     The aggregate market value of the Common Stock issued and outstanding and
held by nonaffiliates of the Registrant, based upon the closing price for the
Common Stock on the American Stock Exchange on January 24, 1997, was
$437,155,200. For purposes of the foregoing calculation, the Registrant's
Employees' Stock Purchase Plan is deemed to be an affiliate of the Registrant.
 
     The number of shares outstanding of each of the Registrant's classes of
common stock was 17,960,591 shares of Common Stock outstanding as at January 24,
1997.
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     Certain portions of the documents of the Registrant listed below have been
incorporated by reference into the indicated parts of this Annual Report on Form
10-K:
 
<TABLE>
<S>                                                                   <C>
     Notice of Annual Meeting of Stockholders and Proxy Statement
        anticipated to be dated February 6, 1997....................  Part III, Items 10-12
                                                                      Part IV, Item 14
</TABLE>
 
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- --------------------------------------------------------------------------------
<PAGE>   2
 
                                     PART I
 
ITEM 1.  BUSINESS
 
     The Registrant was incorporated in the State of New York in 1968. Through
its subsidiaries, the Registrant is engaged principally in providing the timely
and accurate preparation and distribution of documentation related to corporate
and governmental financing, services related to information management,
compliance documentation and translation services, as well as printing
facilities management, throughout the United States and Canada and also in
London, Paris, Frankfurt, Hong Kong, Singapore, Jakarta and Mexico City, with
affiliates worldwide. (The Registrant and its subsidiaries are hereinafter
collectively referred to as the "Company", unless otherwise noted.)
 
     The approximate percentage of the Company's consolidated total sales
attributable to each class of service offered by the Company for the last five
years is set forth below.
 
<TABLE>
<CAPTION>
                 CLASS OF SERVICE                   1996      1995      1994      1993      1992
- --------------------------------------------------  ----      ----      ----      ----      ----
<S>                                                 <C>       <C>       <C>       <C>       <C>
Transactional printing............................   45%       40%       42%       50%       48% 
Corporate reporting printing......................   20        22        23        20        22
Mutual fund printing..............................   14        17        16        14        11
Commercial printing...............................   15        15        15        12        16
Other.............................................    6         6         4         4         3
                                                    ----      ----      ----      ----      ----
                                                    100%      100%      100%      100%      100% 
                                                    ====      ====      ====      ====      ====
</TABLE>
 
     The financial printing market primarily consists of transactional,
corporate reporting, and mutual fund printing. The Company's transactional
printing includes registration statements, tax-exempt offering circulars,
prospectuses, loan agreements, special proxy materials, tender offer materials
and other documents related to corporate financings, and acquisitions and
mergers. Corporate reporting printing includes annual and interim reports and
proxy materials prepared by corporations for distribution to stockholders,
Securities and Exchange Commission reports on Form 10-K and other forms, and
stock exchange listing applications. Mutual fund printing includes regulatory
and shareholder communication documents such as annual or semi-annual
shareholder reports, prospectuses, statements of additional information, and
marketing related materials.
 
     The Company's commercial printing consists of business forms, sales aids
and literature, point of purchase materials, market letters, newsletters and
other custom-printed matter prepared for customers engaged in general commerce.
Commercial printing also includes the printing of legal briefs and records for
use by attorneys in trial, appellate, and administrative proceedings.
 
     During fiscal 1996 the Company launched a diversification program designed
to reduce its reliance on cyclical revenue sources from which it derives much of
the business described above. Using expertise and technology the Company has
developed for its traditional classes of service, it now also offers
comprehensive document-creation, management and distribution services either at
its customers' premises or off-site using its own worldwide network. The Company
also supplies individualized laser-print statements which permit high-speed
customization of customer-specific information. In addition, the Company offers
translation and localization services to the information technology industry.
 
     Although substantial investment in equipment and facilities is required,
the Company's business is principally service-oriented. Transactional, corporate
reporting, and mutual fund printing services rendered by the Company normally
begin with the receipt of customer copy, which may arrive as hard copy, on a
diskette, magnetic tape or through electronic transfer, and typically involve
the rapid computer typesetting and printing of documents and may also involve
electronic dissemination. Final copy for these documents is a composite
resulting from drafting and editing by parties interested in each transaction,
including corporate executives, investment bankers, attorneys and accountants.
Prior to approval of final copy, numerous proofs are usually required to be
supplied by the Company. When the parties have all agreed upon the contents of
the document, last minute changes are made, final proofs are approved, and the
job goes to press for printing. Thereafter, the document is bound into book form
and delivered by various means including electronic distribution, to parties in
diverse locations. Speed and accuracy are required at all stages, and frequently
final alterations are made when pages of a document are on press. While the time
pressures in connection with
 
                                        1
<PAGE>   3
 
commercial printing are not as great as in transactional, corporate reporting,
and mutual fund printing, the basic processes and techniques employed are the
same. Although the processes and techniques relevant to the Company's newer
businesses vary from the foregoing, speed and accuracy are still paramount.
 
     The Company maintains conference rooms and telecommunication capabilities
at most of its offices for use by customers in conducting meetings associated
with jobs in progress and provides customers with on-site conveniences which
promote ease and speed of editorial copy changes and otherwise facilitate
completion of assignments. In addition, the Company has developed and utilizes
an extensive electronic communications network which facilitates document
handling and makes collaboration by customers at different sites practicable.
 
     The Company's operations are conducted principally in the United States and
Canada. The Company also operates a small press facility in London along with
service centers in London, Paris, Frankfurt, Hong Kong, Singapore, Jakarta and
Mexico City to support its customers' multi-national transactions. Total sales,
net income and identifiable assets attributable to the United States and Canada
and other foreign operations for fiscal 1996, 1995 and 1994 are shown in Note 13
of the Notes to Consolidated Financial Statements on pages 21 and 22.
 
COMPETITION
 
     The Company renders printing services to a wide variety of customers,
including business corporations, law firms, investment bankers, mutual funds,
bond dealers and other financial institutions. Competition with respect to each
of the services is intense and is based principally upon the ability to perform
the services described with speed and accuracy. Price and the quality of
supporting services are also important in this regard.
 
     The Company competes directly with a number of other financial printers
having the same degree of specialization in these fields. Some of these
competitors have multiple locations, and some are subsidiaries or divisions of
companies having greater financial resources than those of the Company. Although
there is no published information available upon which to determine its share of
the total financial and corporate printing market, the Company believes that it
is the largest in these fields in terms of sales volume. Competition based upon
speed, accuracy of service and location of facilities is particularly intense
among financial printers. In addition, the Company has experienced intense
competition for sales personnel and, to a lesser degree, production personnel
relating to its financial printing services.
 
     In the commercial printing field, the Company competes not only with other
financial printers, but also with general commercial printers, which are far
more numerous than those in the financial class. The Company's participation in
and share of these markets are minor.
 
     In the Company's newer businesses, it has a large number of competitors,
many of which have been offering their services to the same prospective
customers for a longer time but none of which is believed to have a dominant
market position. The Company's participation in and share of these new markets
are also currently small.
 
RESEARCH AND DEVELOPMENT
 
     As a result of technological developments in the field of computers and
peripheral equipment, the Company and its principal competitors utilize
computerized typesetting systems in the process of preparing documentation. A
research and development capability is maintained by the Company to evaluate
continually the advances in computer software, hardware and peripherals,
computer networking and telecommunication systems as they relate to the
Company's business and to develop and install enhancements to the Company's own
proprietary system. The Company's research and development expenditures,
determined in accordance with generally accepted accounting principles, are not
material.
 
MARKETING
 
     The Company employs approximately 212 sales people. In addition to
soliciting business from existing and prospective customers, the sales people
act as a liaison between the customer and those in charge of service operations
and provide advice and assistance to customers. The Company regularly advertises
in financial newspapers and journals. Sales promotion is also carried on by mail
and presentation of seminars.
 
                                        2
<PAGE>   4
 
SEASONAL AND OTHER FACTORS AFFECTING THE COMPANY'S BUSINESS
 
     A significant portion of the Company's principal business is affected by
conditions in the capital markets. A portion of the Company's sales and net
income depends upon the volume of public financings, particularly equity
offerings, which is influenced by corporate funding needs, stock market
fluctuations, prevailing interest rates, and general economic and political
conditions. The Company's corporate printing business is seasonal to the extent
that the greatest number of proxy statements and annual reports are required to
be printed during the Company's fiscal quarter ending April 30.
 
     As a result of the factors mentioned above, coupled with the general
necessity for rapid implementation of printing jobs after delivery of copy by
its customers, the Company must maintain physical plant and customer service
staff sufficient to meet maximum work loads.
 
CUSTOMERS AND BACKLOG OF ORDERS
 
     The Company has no significant long-term contracts with its customers. The
Company has no backlog, within the common meaning of that term, which is normal
throughout the financial printing industry. During the fiscal year ended October
31, 1996, no customer accounted for 10% or more of the Company's sales.
 
EMPLOYEES
 
     At October 31, 1996, the Company had approximately 3,400 employees.
Relations with the Company's employees generally are considered to be
satisfactory. Fewer than 10% of the Company's production employees are members
of various unions, which represent different categories of workers. The
subsidiaries of the Company which have union employees in their plants enter
into separate contracts with various local unions. Such contracts include
provisions for employer contributions to pension and welfare plans. The Company
also provides pension, profit-sharing, certain insurance and other benefits to
most non-union employees.
 
SUPPLIERS
 
     The Company purchases various materials and services from a number of
suppliers, of which the most important items are paper and electrical energy.
The Company purchases paper from a paper mill and paper merchants. Alternate
sources of supply are presently available. No difficulty has been experienced to
date in obtaining adequate amounts of paper or electrical energy. However, a
severe paper or energy shortage could have an adverse effect upon the operations
of the Company.
 
PATENTS AND OTHER RIGHTS
 
     The Company has no significant patents, licenses, franchises, concessions
or other rights except its trademarks, nor does it have specialized machinery,
facilities or contracts which are not available to other firms in the industry
other than a proprietary computer typesetting and telecommunications system.
 
FOREIGN SALES
 
     The Company's foreign operations are located in Canada, London, Paris,
Frankfurt, Hong Kong, Singapore, Jakarta and Mexico City. In addition, the
Company has affiliations with certain printing firms abroad. Sales and revenues
derived from foreign countries other than Canada were less than 10% of the
Company's total sales in each of the past three fiscal years. See Note 13 of the
Notes to Consolidated Financial Statements on pages 21 and 22.
 
RENEGOTIATION
 
     No significant portion of the Company's sales is subject to renegotiation
of profits or termination of contracts or subcontracts at the election of the
government.
 
FORWARD-LOOKING INFORMATION
 
     The forward-looking statements included in this report, which reflect
management's best judgment based on factors currently known, involve risks and
uncertainties. Actual results could differ materially from those anticipated in
the forward-looking statements included herein as a result of a number of
factors, including but not limited to those discussed in the Company's 1996
Annual Report to Stockholders.
 
                                        3
<PAGE>   5
 
ITEM 2. PROPERTIES
 
     Information regarding the material facilities of the Company, as of October
31, 1996, seven of which are leased and ten of which are owned in fee, is set
forth below.
 
<TABLE>
<CAPTION>
                                 YEAR
                                 LEASE                                                 SQUARE
        LOCATION                EXPIRES                     DESCRIPTION                FOOTAGE
        --------                -------                     -----------                -------
<S>                      <C>                    <C>                                   <C>
345 Hudson Street                2006           Typesetting and general office         147,000
  New York, NY                                    space.
 
60 Gervais Drive                 2000           Typesetting, printing plant and         71,000
  Don Mills (Toronto),                            general office space.
  Ontario, Canada
 
1570 Northside Drive             2002           Typesetting, printing plant and         44,000
  Atlanta, GA                                     general office space.
 
610 West Congress                1999           Typesetting, printing plant and         25,000
  Detroit, MI                                     general office space.
 
1201 West Pender Street          1998           Typesetting, printing plant and         15,500
  Vancouver, British                              general office space.
  Columbia, Canada
 
633 West Fifth Street            2000           Typesetting and general                 15,000
  Los Angeles, CA                                 office space.
 
1341 G Street N.W.               1999           Typesetting and general                 11,000
  Washington, DC                                  office space.
 
215 County Avenue                Owned          Printing plant and                     105,000
  Secaucus, NJ                                    general office space.
 
1241 Superior Avenue             Owned          Typesetting, printing plant and         73,000
  Cleveland, OH                                   general office space.
 
411 D Street                     Owned          Typesetting, printing plant and         73,000
  Boston, MA                                      general office space.
 
325 West Ohio Street             Owned          Typesetting, printing plant and         60,000
  Chicago, IL                                     general office space.
 
5400 Chemin St. Francois         Owned          Typesetting, printing plant and         55,000
  St. Laurent (Montreal),                         general office space.
  Quebec, Canada
 
1500 North Central Avenue        Owned          Typesetting, printing plant and         50,000
  Phoenix, AZ                                     general office space.
 
1200 Oliver Street               Owned          Typesetting, printing plant and         48,000
  Houston, TX                                     general office space.
 
1706 Maple Avenue                Owned          Printing plant and general              41,000
  Los Angeles, CA                                 office space.
 
1931 Market Center Blvd.         Owned          Typesetting, printing plant and         36,000
  Dallas, TX                                      general office space.
 
15 Seeley Avenue                 Owned          Computer center and general             18,000
  Piscataway, NJ                                  office space.
</TABLE>
 
     All of the properties described above are well maintained, in good
condition and suitable for all presently anticipated requirements of the
Company. Virtually all of the Company's equipment is owned outright, free and
clear of any liens and encumbrances. A relatively minor amount of equipment
utilized by the Company is
 
                                        4
<PAGE>   6
 
rented on short-term leases, and no renewal problems are anticipated. All of the
foregoing properties are used in the Company's printing business. Reference is
made to Notes 9 and 12 of the Notes to Consolidated Financial Statements on
pages 20 and 21.
 
ITEM 3. PENDING LEGAL PROCEEDINGS
 
     The Company is involved in no pending legal proceedings other than routine
litigation incidental to the conduct of its business which is not material to
its business.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     Inapplicable.
 
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
 
     Information regarding executive officers of the Registrant is presented in
Part III below and incorporated here by reference.
 
                                    PART II
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
        AND RELATED STOCKHOLDER MATTERS
 
     The Company's common stock is traded on the American Stock Exchange under
the symbol "BNE". The following is the range of high and low sales prices and
dividends paid per share for fiscal 1996 and 1995 by quarters.
 
<TABLE>
<CAPTION>
                                                          RANGE OF SALES
                                                              PRICES                 DIVIDENDS
                                                         -----------------              PER
                                                         HIGH          LOW             SHARE
                                                         ---           ---           ---------
<S>                                                      <C>           <C>           <C>
1996
     Fourth quarter................................      $24 1/4       $18 3/4         $ .09
     Third quarter.................................       23 3/8        17 3/4           .09
     Second quarter................................       19 3/8        17 1/4           .09
     First quarter.................................       20 7/8        17 5/8           .09
                                                         ---           ---             -----
          Fiscal year..............................      $24 1/4       $17 1/4         $ .36
                                                         ===           ===             =====
 
1995
     Fourth quarter................................      $20 5/8       $17 5/8         $ .09
     Third quarter.................................       19            15 5/8           .09
     Second quarter................................       18 1/4        15 1/2           .09
     First quarter.................................       18 1/8        15 3/8           .09
                                                         ---           ---             -----
          Fiscal year..............................      $20 5/8       $15 3/8         $ .36
                                                         ===           ===             =====
</TABLE>
 
     The approximate number of holders of record of the Company's common stock
on October 31, 1996 was 1,400.
 
                                        5
<PAGE>   7

ITEM 6.  SELECTED FINANCIAL DATA
 
     The following table summarizes information with respect to the operations
of the Company.
 
<TABLE>
<CAPTION>
                                 1996           1995           1994           1993           1992
                             ------------   ------------   ------------   ------------   ------------
<S>                          <C>            <C>            <C>            <C>            <C>
Operating Data
  Revenues:
     Net sales.............. $501,369,000   $392,713,000   $380,653,000   $333,255,000   $282,201,000
     Other..................    4,905,000      3,706,000      5,233,000      4,334,000      3,813,000
                             ------------   ------------   ------------   ------------   ------------
                              506,274,000    396,419,000    385,886,000    337,589,000    286,014,000
                             ------------   ------------   ------------   ------------   ------------
 
  Expenses:
     Cost of sales..........  276,141,000    233,493,000    221,943,000    173,061,000    145,729,000
     Selling and
       administrative.......  133,194,000    102,439,000     93,452,000     90,322,000     77,888,000
     Depreciation and
       amortization.........   21,247,000     17,852,000     15,158,000     12,859,000     12,478,000
     Interest...............      677,000        884,000      1,130,000      2,336,000      2,881,000
                             ------------   ------------   ------------   ------------   ------------
                              431,259,000    354,668,000    331,683,000    278,578,000    238,976,000
                             ------------   ------------   ------------   ------------   ------------
 
     Income before income
       taxes................   75,015,000     41,751,000     54,203,000     59,011,000     47,038,000
     Income taxes...........   32,512,000     18,465,000     22,963,000     23,692,000     18,770,000
                             ------------   ------------   ------------   ------------   ------------
     NET INCOME............. $ 42,503,000   $ 23,286,000   $ 31,240,000   $ 35,319,000   $ 28,268,000
                             ============   ============   ============   ============   ============
Balance Sheet Data
  Current assets............ $234,903,000   $200,349,000   $157,750,000   $152,504,000   $131,313,000
  Current liabilities.......   87,541,000     67,300,000     51,253,000     64,719,000     42,723,000
  Working capital...........  147,362,000    133,049,000    106,497,000     87,785,000     88,590,000
  Working capital ratio.....    2.68 to 1      2.98 to 1      3.08 to 1      2.36 to 1      3.07 to 1
  Net plant and equipment...  128,583,000    105,130,000    101,522,000     88,840,000     74,480,000
  Total assets..............  385,822,000    325,670,000    291,581,000    283,624,000    244,367,000
  Long-term indebtedness....    2,495,000      2,830,000      3,178,000      8,836,000     22,346,000
  Stockholders' equity......  280,734,000    241,509,000    222,795,000    196,683,000    166,503,000
Per Share
  Net income................       $ 2.42         $ 1.34        $  1.80         $ 2.05          $1.65
  Book value................        15.87          13.87          12.82          11.37           9.71
  Dividends.................          .36            .36            .315           .30            .26
</TABLE>
 
                                        6
<PAGE>   8
 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
 
LIQUIDITY AND CAPITAL RESOURCES
 
     The Company has a strong financial position, with excellent liquidity. On
October 31, 1996, the Company had a working capital ratio of 2.68 to 1 and
working capital of $147,362,000.
 
     Cash generated from operations, available working capital and borrowings
have been used to finance acquisitions, capital expenditures, payment of debt,
purchase of treasury stock and payment of dividends. It is expected that such
funds and the Company's borrowing capacity will be sufficient to finance the
Company's growth, future capital expenditures, acquisition of treasury stock,
payment of dividends and possible acquisitions.
 
INFLATION
 
     The Company has experienced the effects of inflation through increases in
the costs of employee compensation and related fringe benefits, facilities,
outside services, raw materials and other supplies. Due to price competition,
the Company may not always fully recover all of its increased costs.
 
RESULTS OF OPERATIONS
 
     The Company, primarily, provides printing and other related services to
produce the varied documentation required by major financial transactions,
corporate periodic reports, restructuring plans for bankrupt companies,
communication to shareholders and mutual fund participants, and commercial
printing. The sales value of each project is dependent, among other things, upon
the size, complexity and type of document printed or service performed, the time
allowed for completion and the level of changes required, and may be further
impacted by the level of competition.
 
     Some of the Company's sources of revenues are affected by cyclical
conditions in the capital markets.
 
     For certain sources of revenue, rapid document processing after delivery of
copy by its customers requires that the Company maintain physical plant and
customer service staff sufficient to meet maximum work loads. The costs for
facilities, labor and equipment constitute a major portion of the costs of goods
sold.
 
1996 COMPARED WITH 1995
 
     Sales increased 28% to $501,369,000. The increase was attributable to a
greater demand for transactional sales resulting from the continued strength in
the capital markets along with the continued growth in our non-transactional
printing markets related to mutual funds, specialized commercial printing
clients, digital services and other corporate printing needs. The margins
attributable to transactional sales are greater than margins related to
non-transactional sales. As a result, the gross margin percentage increased 4%,
to 45% and the gross margin increased 41%, or $66,008,000.
 
     Other revenue increased 32% to $4,905,000 as a result of higher capital
gains from the sale of securities.
 
     Selling and administrative expenses increased 30% to $133,194,000 primarily
as a result of increases in sales commissions and incentive compensation and
other expenses related to higher sales and profitability, and increases in the
number of employees and cost of facilities.
 
     Depreciation and amortization increased $3,395,000, or 19%, primarily due
to the continued expansion of facilities and the acquisition of equipment.
 
     Interest expense decreased $207,000 due to lower levels of debt.
 
     The effective overall income tax rate decreased from 44% to 43% due to the
change in the geographic distribution of pre-tax income from jurisdictions with
higher tax rates to those with lower tax rates.
 
                                        7
<PAGE>   9
 
     Consequently, income before income taxes was $75,015,000, an increase of
80%, and net income increased 83% to $42,503,000.
 
1995 COMPARED WITH 1994
 
     Sales increased 3% to $392,713,000. The increase was primarily attributable
to the continued increase in sales of non-transactional printing to corporate,
mutual funds and specialized commercial printing clients. The margins
attributable to non-transactional sales are normally lower than transactional
sales. Consequently, gross margin percentage decreased 1% to 41% and gross
margin, despite higher sales, was up slightly.
 
     Other revenue decreased 29% to $3,706,000 principally as a result of lower
capital gains from the sale of securities.
 
     Selling and administrative expenses increased $8,987,000 to $102,439,000
due to general increases in the cost of labor and facilities, continued
expansion of domestic and overseas operations and the expense related to the
unexpected retirement of the former President.
 
     Depreciation and amortization increased $2,694,000, or 18%, primarily due
to the expansion of facilities and the acquisition of equipment.
 
     Interest expense decreased $246,000 due to the payment of senior notes in
1994.
 
     The effective overall income tax rate increased from 42% to 44% primarily
as a result of a change in the deductibility of certain expenses for tax
purposes.
 
     As a result of the foregoing, income before income taxes was $41,751,000, a
decrease of 23%, and net income decreased 25% to $23,286,000.
 
                                        8
<PAGE>   10
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
 
                         REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors and Stockholders
Bowne & Co., Inc.
 
     We have audited the accompanying consolidated balance sheets of Bowne &
Co., Inc. and Subsidiaries as of October 31, 1996 and 1995, and the related
consolidated statements of income, stockholders' equity and cash flows for each
of the three years in the period ended October 31, 1996. Our audits also
included the financial statement schedule listed in the Index at Item 14(a).
These financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Bowne & Co.,
Inc. and Subsidiaries at October 31, 1996 and 1995, and the consolidated results
of their operations and their cash flows for each of the three years in the
period ended October 31, 1996, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
 
     As discussed in Note 5 to the consolidated financial statements, as of
November 1, 1994, the Company adopted Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities."
 
                                          ERNST & YOUNG LLP
 
New York, New York
December 10, 1996
 
                                        9
<PAGE>   11
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
 
                           OCTOBER 31, 1996 AND 1995
 
ASSETS
 
<TABLE>
<CAPTION>
                                                                             1996               1995
                                                                         ------------       ------------
<S>                                                                      <C>                <C>
Current assets:
     Cash and cash equivalents........................................   $ 31,879,000       $ 36,590,000
     Marketable securities............................................      4,618,000         16,015,000
     Trade accounts receivable, less allowance for doubtful accounts
      of $8,763,000 (1996) and $6,269,000 (1995)......................    156,817,000        114,532,000
     Inventories......................................................     33,509,000         27,028,000
     Prepaid expenses and other current assets........................      8,080,000          6,184,000
                                                                         ------------       ------------
                    Total current assets..............................    234,903,000        200,349,000
                                                                         ------------       ------------
 
Real estate, equipment and leasehold improvements:
     Land and buildings...............................................     70,936,000         57,718,000
     Machinery and plant equipment....................................    119,685,000        104,182,000
     Leasehold improvements...........................................     24,273,000         17,644,000
     Furniture, fixtures and vehicles.................................     24,493,000         20,582,000
                                                                         ------------       ------------
                                                                          239,387,000        200,126,000
     Less depreciation and amortization to date.......................    110,804,000         94,996,000
                                                                         ------------       ------------
                                                                          128,583,000        105,130,000
                                                                         ------------       ------------
 
Other assets:
     Excess of cost of subsidiaries over net assets at date of
      acquisition.....................................................     13,867,000         14,223,000
     Deferred income taxes............................................      3,194,000          1,713,000
     Other............................................................      5,275,000          4,255,000
                                                                         ------------       ------------
                                                                           22,336,000         20,191,000
                                                                         ------------       ------------
TOTALS................................................................   $385,822,000       $325,670,000
                                                                         ============       ============
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                       10
<PAGE>   12
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
 
                           OCTOBER 31, 1996 AND 1995
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
<TABLE>
<CAPTION>
                                                                               1996             1995
                                                                           ------------     ------------
<S>                                                                        <C>              <C>
Current liabilities:
  Notes payable and current portion of long-term debt..................    $  2,753,000     $  3,075,000
  Accounts payable.....................................................      21,317,000       16,961,000
  Employees' compensation..............................................      40,739,000       30,891,000
  Accrued expenses.....................................................      16,247,000       12,650,000
  Income taxes payable.................................................       6,485,000        3,723,000
                                                                           ------------     ------------
          Total current liabilities....................................      87,541,000       67,300,000
                                                                           ------------     ------------
Other liabilities:
  Long-term debt -- net of current portion.............................       2,495,000        2,830,000
  Deferred employee compensation and benefits..........................      15,052,000       14,031,000
                                                                           ------------     ------------
          Total liabilities............................................     105,088,000       84,161,000
                                                                           ------------     ------------
Stockholders' equity:
  Preferred stock:
     Authorized 1,000,000 shares, par value $.01
     Issuable in series -- none issued
  Common stock:
     Authorized 60,000,000 shares, par value $.01
     Issued 19,365,605 shares (1996) and 19,067,429 shares (1995)......         194,000          191,000
  Additional paid-in capital...........................................      28,090,000       24,270,000
  Retained earnings....................................................     271,195,000      235,027,000
  Unrealized gains on investments......................................         747,000        1,307,000
  Foreign currency translation adjustment..............................        (882,000)      (1,093,000)
  Treasury stock, at cost, 1,677,184 shares (1996) and 1,657,196 shares
     (1995)............................................................     (18,610,000)     (18,193,000)
                                                                           ------------     ------------
          Total stockholders' equity...................................     280,734,000      241,509,000
                                                                           ------------     ------------
TOTALS.................................................................    $385,822,000     $325,670,000
                                                                           ============     ============
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                       11
<PAGE>   13
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
                       CONSOLIDATED STATEMENTS OF INCOME
                  YEARS ENDED OCTOBER 31, 1996, 1995 AND 1994
 
<TABLE>
<CAPTION>
                                                   1996               1995               1994
                                               ------------       ------------       ------------
<S>                                            <C>                <C>                <C>
Revenues:
  Net sales................................    $501,369,000       $392,713,000       $380,653,000
  Other....................................       4,905,000          3,706,000          5,233,000
                                               ------------       ------------       ------------
          Totals...........................     506,274,000        396,419,000        385,886,000
                                               ------------       ------------       ------------
Expenses:
  Cost of sales............................     276,141,000        233,493,000        221,943,000
  Selling and administrative...............     133,194,000        102,439,000         93,452,000
  Depreciation and amortization............      21,247,000         17,852,000         15,158,000
  Interest.................................         677,000            884,000          1,130,000
                                               ------------       ------------       ------------
          Totals...........................     431,259,000        354,668,000        331,683,000
                                               ------------       ------------       ------------
Income before income taxes.................      75,015,000         41,751,000         54,203,000
Income taxes...............................      32,512,000         18,465,000         22,963,000
                                               ------------       ------------       ------------
NET INCOME.................................    $ 42,503,000       $ 23,286,000       $ 31,240,000
                                               ============       ============       ============
NET INCOME PER SHARE.......................        $2.42              $1.34              $1.80
                                                   =====              =====              =====
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                       12
<PAGE>   14
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                  YEARS ENDED OCTOBER 31, 1996, 1995 AND 1994
 
<TABLE>
<CAPTION>
                                                       1996             1995             1994
                                                   ------------     ------------     ------------
<S>                                                <C>              <C>              <C>
Cash flows from operating activities:
Net income.......................................  $ 42,503,000     $ 23,286,000     $ 31,240,000
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Depreciation and amortization..................    21,247,000       17,852,000       15,158,000
  Provision for doubtful accounts................     5,208,000        2,771,000        2,071,000
  Gain on sales of securities and other
     investments.................................    (3,010,000)        (158,000)      (3,228,000)
  Provision for deferred employee compensation...     1,229,000        1,242,000        1,328,000
  Deferred income taxes..........................    (1,740,000)         607,000        1,370,000
  Other..........................................       103,000         (296,000)      (1,050,000)
  Increase (decrease) in cash resulting from
     changes in:
     Accounts receivable.........................   (47,392,000)     (26,766,000)          (3,000)
     Inventories.................................    (6,468,000)      (6,832,000)       1,513,000
     Prepaid expenses and other current assets...    (1,298,000)       1,745,000       (2,894,000)
     Trade payables..............................     4,345,000        3,599,000         (646,000)
     Employees' compensation.....................     9,767,000        4,375,000       (3,570,000)
     Accrued expenses and taxes..................     6,448,000        6,303,000       (6,940,000)
                                                   ------------     ------------     ------------
Net cash provided by operating activities........    30,942,000       27,728,000       34,349,000
                                                   ------------     ------------     ------------
Cash flows from investing activities:
  Purchase of marketable securities and other
     investments.................................    (3,854,000)      (7,840,000)      (2,972,000)
  Proceeds from sales of marketable securities
     and other investments.......................    16,402,000        4,569,000       13,617,000
  Purchase of real estate, equipment and
     leasehold improvements......................   (44,485,000)     (19,954,000)     (27,197,000)
                                                   ------------     ------------     ------------
Net cash used in investing activities............   (31,937,000)     (23,225,000)     (16,552,000)
                                                   ------------     ------------     ------------
Cash flows from financing activities:
  Payment of debt................................      (658,000)        (351,000)      (7,958,000)
  Proceeds from stock options exercised..........     3,696,000          327,000        1,042,000
  Payment of dividends...........................    (6,335,000)      (6,260,000)      (5,468,000)
  Purchase of treasury stock.....................      (417,000)         (74,000)         (65,000)
                                                   ------------     ------------     ------------
Net cash used in financing activities............    (3,714,000)      (6,358,000)     (12,449,000)
                                                   ------------     ------------     ------------
Effect of exchange rate changes on cash..........        (2,000)         (19,000)          49,000
                                                   ------------     ------------     ------------
Net increase (decrease) in cash and cash
  equivalents....................................    (4,711,000)      (1,874,000)       5,397,000
Cash and cash equivalents -- beginning of the
  year...........................................    36,590,000       38,464,000       33,067,000
                                                   ------------     ------------     ------------
CASH AND CASH EQUIVALENTS -- END OF THE YEAR.....  $ 31,879,000     $ 36,590,000     $ 38,464,000
                                                   ============     ============     ============
Supplemental cash flow disclosure:
  Income taxes paid..............................  $ 31,508,000     $ 11,489,000     $ 28,961,000
                                                   ============     ============     ============
  Interest paid..................................  $    662,000     $    871,000     $  1,267,000
                                                   ============     ============     ============
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                       13
<PAGE>   15
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  YEARS ENDED OCTOBER 31, 1996, 1995 AND 1994
 
<TABLE>
<CAPTION>
                                                                                       FOREIGN
                                          ADDITIONAL                   UNREALIZED     CURRENCY
                                COMMON      PAID-IN       RETAINED      GAINS ON     TRANSLATION     TREASURY
                                STOCK       CAPITAL       EARNINGS     INVESTMENTS   ADJUSTMENT       STOCK          TOTAL
                               --------   -----------   ------------   -----------   -----------   ------------   ------------
<S>                            <C>        <C>           <C>            <C>           <C>           <C>            <C>
Balance November 1, 1993.....  $189,000   $22,903,000   $192,229,000                 $  (584,000)  $(18,054,000)  $196,683,000
  Net income.................                             31,240,000                                                31,240,000
  Foreign currency
    translation adjustment...                                                           (637,000)                     (637,000)
  Cash dividends ($.315 per
    share)...................                             (5,468,000)                                               (5,468,000)
  Acquisition of treasury
    stock....................                                                                           (65,000)       (65,000)
  Exercise of stock
    options..................     1,000     1,041,000                                                                1,042,000
                               --------   -----------   ------------   -----------   -----------   ------------   ------------
Balance October 31, 1994.....   190,000    23,944,000    218,001,000                  (1,221,000)   (18,119,000)   222,795,000
  Net income.................                             23,286,000                                                23,286,000
  Unrealized gains on
    investments..............                                          $ 1,307,000                                   1,307,000
  Foreign currency
    translation adjustment...                                                            128,000                       128,000
  Cash dividends ($.36 per
    share)...................                             (6,260,000)                                               (6,260,000)
  Acquisition of treasury
    stock....................                                                                           (74,000)       (74,000)
  Exercise of stock
    options..................     1,000       326,000                                                                  327,000
                               --------   -----------   ------------   -----------   -----------   ------------   ------------
Balance October 31, 1995.....   191,000    24,270,000    235,027,000     1,307,000    (1,093,000)   (18,193,000)   241,509,000
  Net income.................                             42,503,000                                                42,503,000
  Unrealized losses on
    investments..............                                             (560,000)                                   (560,000)
  Foreign currency
    translation adjustment...                                                            211,000                       211,000
  Cash dividends ($.36 per
    share)...................                             (6,335,000)                                               (6,335,000)
  Acquisition of treasury
    stock....................                                                                          (417,000)      (417,000)
  Non-cash stock
    compensation.............                 127,000                                                                  127,000
  Exercise of stock
    options..................     3,000     3,693,000                                                                3,696,000
                               --------   -----------   ------------   -----------   -----------   ------------   ------------
Balance October 31, 1996.....  $194,000   $28,090,000   $271,195,000   $   747,000   $  (882,000)  $(18,610,000)  $280,734,000
                               ========   ===========   ============   ===========   ===========   ============   ============
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                       14
<PAGE>   16
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 1 -- SUMMARY OF ACCOUNTING POLICIES
 
     A summary of the Company's significant accounting policies followed in the
preparation of the accompanying financial statements is set forth below:
 
  Principles of Consolidation
 
     The consolidated financial statements include the accounts of the Company
and its subsidiaries. All of the significant intercompany accounts and
transactions are eliminated in consolidation.
 
  Reclassification
 
     Certain amounts have been relassified to conform to the current year's
presentation.
 
  Inventories
 
     Inventories are valued at the lower of cost or market. Cost is determined
by using purchase cost (first-in, first-out method) for materials and standard
costs, which approximate actual costs, for work in process.
 
  Real Estate, Equipment and Leasehold Improvements
 
     Real estate, equipment and leasehold improvements are carried at cost.
Maintenance and repairs are expensed as incurred.
 
     Depreciation for financial statement purposes, which is provided on the
straight-line method, was $20,621,000 (1996), $16,604,000 (1995) and $13,786,000
(1994). Depreciation is calculated for tax purposes using accelerated methods.
 
     Estimated lives used in the calculation of depreciation for financial
statement purposes are:
 
<TABLE>
        <S>                                                       <C>
        Buildings...............................................  20-40 years
        Machinery and plant equipment...........................  3-12 1/2 years
        Furniture and fixtures..................................  5-12 1/2 years
        Vehicles................................................  3-5 years
        Leasehold improvements..................................  Shorter of useful life
                                                                  or term of lease
</TABLE>
 
  Excess of Cost of Subsidiaries Over Net Assets at Date of Acquisition
 
     Cost in excess of net assets ("goodwill") of acquired businesses is being
amortized using the straight-line method over forty years. Accumulated
amortization was $5,210,000 (1996) and $4,704,000 (1995). The realizability of
goodwill is evaluated periodically to determine the recoverability of carrying
amounts. The evaluation, based on various analyses including cash flow and
profitability projections, addresses the impact on existing company businesses.
The evaluation necessarily involves significant management judgement.
Historically, the Company has generated sufficient returns from acquired
businesses to recover the cost of related goodwill.
 
  Intangible Assets
 
     Trademarks, tradenames and other intangible assets of acquired businesses,
included in other assets, are amortized on the straight-line method over five
years. Accumulated amortization was $5,238,000 for 1996 and 1995.
 
  Stock-Based Compensation
 
     In October 1995, the Financial Accounting Standards Board issued Statement
No. 123 "Accounting for Stock-Based Compensation," which becomes effective in
the first quarter of fiscal 1997. The Company has elected to continue accounting
for stock-based compensation under the provisions of APB Opinion 25 "Accounting
for Stock Issued to Employees", and will disclose the cost that would have been
recognized if the
 
                                       15
<PAGE>   17
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
modified grant date method had been adopted, as well as pro forma net income and
earnings per share, as allowed under Statement No. 123.
 
  Income Taxes
 
     Effective November 1, 1993, the Company prospectively adopted Statement of
Financial Accounting Standards (FAS) No. 109 "Accounting for Income Taxes."
There was no material cumulative effect of this accounting change at the time of
adoption.
 
     United States income tax has not been provided on the unremitted earnings
of the Canadian subsidiary since it is the intention of the Company to reinvest
these earnings in the growth of the Canadian business. Applicable Canadian
income taxes have been provided. The cumulative amount of unremitted earnings on
which the Company has not recognized United States income tax was $25,200,000 at
October 31, 1996. Although it is not practicable to determine the deferred tax
liability on the unremitted earnings, credits for Canadian income taxes paid
will be available to significantly reduce any U.S. tax liability if Canadian
earnings are remitted.
 
  Net Income Per Share
 
     Net income per share is calculated by dividing net income by the weighted
average number of common shares outstanding during the year. Shares which are
issuable upon the exercise of stock options under the Company's Stock Option
Plans have not entered into the computation because their inclusion would not be
significant. The weighted average number of shares outstanding was 17,593,976
(1996), 17,388,748 (1995) and 17,353,645 (1994).
 
  Use of Estimates
 
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the period.
Actual results can differ from those estimates.
 
NOTE 2 -- SUBSEQUENT EVENTS
 
     On November 12, 1996, the Company acquired 80% of IDOC, Inc. for
$6,000,000. The purchase price consisted of 261,438 shares of Bowne Common
Stock. IDOC, a leading provider of localization services for the computer
industry, will enable the Company to significantly increase its presence in this
fast growing segment.
 
     On November 19, 1996, the Company formed a joint venture (Bowne Williams
Lea International) and entered into other arrangements with Williams Lea Group,
Ltd. of the United Kingdom to provide outsourcing and facilities management
services to multinational corporations, international law firms, banks, and
financial institutions. The Company and Williams Lea Group, Ltd. will each own
50% of the new joint venture.
 
     On January 6, 1997 the company sold its 90% interest in Baseline Financial
Services, Inc. to Primark, Inc. for $36,000,000. The sale will be recorded in
the first quarter of 1997 and is anticipated to result in a gain for the Company
of approximately $20,000,000 or approximately $1.14 a share or higher. The sale
will not have a significant effect on reported sales or earnings from normal
operations in the future.
 
                                       16
<PAGE>   18
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 3 -- CASH AND CASH EQUIVALENTS
 
     The Company's policy is to invest cash in excess of operating requirements
in income producing investments. Cash equivalents of $23,082,000 (1996) and
$23,906,000 (1995) are carried at cost, which approximates market, and include
certificates of deposit and money market accounts, substantially all of which
have maturities of three months or less.
 
NOTE 4 -- INVENTORIES
 
     Inventories consist of the following:
 
<TABLE>
<CAPTION>
                                                                        OCTOBER 31,
                                                                ---------------------------
                                                                   1996            1995
                                                                -----------     -----------
    <S>                                                         <C>             <C>
    Raw materials.............................................  $ 5,583,000     $ 6,288,000
    Work in process...........................................   27,926,000      20,740,000
                                                                -----------     -----------
                                                                $33,509,000     $27,028,000
                                                                ===========     ===========
</TABLE>
 
NOTE 5 -- MARKETABLE SECURITIES
 
     Effective November 1, 1994, the Company adopted FAS No. 115 "Accounting for
Certain Investments in Debt and Equity Securities." The Company classifies its
investment in marketable equity securities as available-for-sale.
Available-for-sale securities are carried at fair value, with the unrealized
gains and losses, net of tax, reported as a separate component of stockholders'
equity. The fair value of marketable securities exceeded cost by $1,311,000
(1996) and $2,333,000 (1995). The net unrealized gains, after deferred taxes,
were $747,000 (1996) and $1,307,000 (1995).
 
NOTE 6 -- EMPLOYEE BENEFIT PLANS
 
  Pension Plans
 
     The Company sponsors a defined benefit pension plan which covers
substantially all of its United States employees not covered by union
agreements. Benefits are based upon salary and years of service under the
projected unit benefit method. The Company's policy is to fund each year's
pension expense to the maximum allowable level. The Company has an unfunded
supplemental retirement program for certain management employees. Employees
covered by union agreements are included in separate multi-employer pension
plans to which the Company makes contributions. Plan benefit and net asset data
for these multi-employer pension plans are not available. Also, certain
non-union Canadian employees are covered by defined contribution retirement
plans.
 
     Pension costs are summarized as follows:
 
<TABLE>
<CAPTION>
                                                         1996            1995            1994
                                                      -----------     -----------     -----------
<S>                                                   <C>             <C>             <C>
Service cost........................................  $ 3,077,000     $ 4,946,000     $ 3,008,000
Interest cost.......................................    2,549,000       2,402,000       2,132,000
Actual loss (return) on plan assets.................   (7,124,000)     (7,113,000)        472,000
Net amortization and deferrals......................    3,211,000       3,765,000      (4,068,000)
                                                      -----------     -----------     -----------
Net periodic pension cost of defined benefit
  plans.............................................    1,713,000       4,000,000       1,544,000
Union plans.........................................      534,000         607,000         570,000
Defined contribution plans..........................      679,000         407,000         378,000
                                                      -----------     -----------     -----------
Total pension cost..................................  $ 2,926,000     $ 5,014,000     $ 2,492,000
                                                      ===========     ===========     ===========
</TABLE>
 
                                       17
<PAGE>   19
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The status of the Company's funded defined benefit pension plan is as
follows:
 
<TABLE>
<CAPTION>
                                                                       OCTOBER 31,
                                                               ----------------------------
                                                                   1996            1995
                                                               ------------     -----------
    <S>                                                        <C>              <C>
    Fair value of plan assets................................  $ 41,205,000     $36,410,000
                                                               ------------     -----------
    Actuarial value of benefit obligations:
      Vested.................................................    21,979,000      21,239,000
      Non-vested.............................................     1,616,000       1,418,000
                                                               ------------     -----------
    Accumulated benefit obligation...........................    23,595,000      22,657,000
    Effect of projected future salary increases..............     7,562,000       4,478,000
                                                               ------------     -----------
    Projected benefit obligation.............................    31,157,000      27,135,000
                                                               ------------     -----------
    Plan assets in excess of projected benefit obligation....    10,048,000       9,275,000
    Unrecognized net gain....................................   (11,884,000)     (9,832,000)
    Unrecognized net transition asset amortized over
      twenty-two years.......................................    (4,059,000)     (4,366,000)
                                                               ------------     -----------
    Accrued pension cost.....................................  $  5,895,000     $ 4,923,000
                                                               ============     ===========
</TABLE>
 
     At October 31, 1996, the projected benefit obligation under the unfunded
supplemental retirement program amounted to $3,542,000 for retired employees and
$1,126,000 for active employees, which amounts have been fully accrued. The plan
contains covenants which prohibit retired participants from engaging in
competition with the Company.
 
     The discount rate used to calculate the projected benefit obligations was
8% in 1996 and 1995. The rate used to project future salary increases was 4.5%
for 1996 and 1995. The long-term rate of return on plan assets was 9.0% (1996,
1995 and 1994). The assets of the funded plan consist primarily of equity and
fixed income securities.
 
  Profit Sharing Plan
 
     Certain subsidiaries are participating companies in a qualified profit
sharing plan covering substantially all employees of those subsidiaries who are
not covered by union agreements. Amounts charged to income for the Profit
Sharing Plan were $8,364,000 (1996), $4,937,000 (1995) and $6,211,000 (1994).
 
  Stock Purchase Plan
 
     Under the Employees' Stock Purchase Plan, participating subsidiaries match
50% of amounts contributed by employees. All contributions are invested in the
common stock of the Company. The plan acquired 88,453 shares (1996), 102,049
shares (1995) and 78,899 shares (1994) of the Company's common stock on the open
market. At October 31, 1996, the Stock Purchase Plan held 470,497 shares of the
Company's common stock. Charges to income amounted to $603,000 (1996), $500,000
(1995) and $472,000 (1994). The shares held by the plan are considered
outstanding in computing the Company's earnings per share and dividends paid to
the plan are charged to retained earnings.
 
NOTE 7 -- STOCK OPTION PLANS
 
     The Company has two stock option plans, a 1981 Plan and a 1992 Plan.
 
     The 1981 Plan, which provided for the granting of options to purchase
1,400,000 shares of the Company's common stock, expired December 15, 1991 except
as to options then outstanding. The Company's 1992 Stock
 
                                       18
<PAGE>   20
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
Option Plan provides for the granting of options to purchase 850,000 shares to
officers and key employees at a price not less than the fair market value on the
date each option is granted.
 
     Both plans permitted grants of either Incentive Stock Options or
Non-Qualified Options. Options become exercisable as determined at the date of
grant by a committee of the Board of Directors. Options expire ten years after
the date of grant unless an earlier expiration date is set at the time of grant.
 
     Details of stock options are as follows:
 
<TABLE>
<CAPTION>
                                                                    NUMBER OF        OPTION
                                                                     SHARES           PRICE
                                                                    ---------     -------------
<S>                                                                 <C>           <C>
1994
     Granted......................................................    215,200            $19.06
     Exercised....................................................     83,945       6.25--17.88
     Cancelled....................................................     56,150       6.25--19.06
     Outstanding, end of year.....................................  1,013,118       8.12--19.06
     Exercisable, end of year.....................................    225,592       8.12--17.88
1995
     Granted......................................................    104,900            $16.06
     Exercised....................................................     35,042       8.13--14.50
     Cancelled....................................................     40,800       8.13--19.06
     Outstanding, end of year.....................................  1,042,176       9.75--19.06
     Exercisable, end of year.....................................    291,225       9.75--17.88
1996
     Granted......................................................    222,300            $20.19
     Exercised....................................................    273,876       9.75--20.19
     Cancelled....................................................     62,650      10.00--20.19
     Outstanding, end of year.....................................    927,950      11.13--20.19
     Exercisable, end of year.....................................    264,900      11.13--17.88
</TABLE>
 
     Options to purchase 144,800 shares (1996) and 312,100 shares (1995) were
available for grant under the 1992 Plan.
 
NOTE 8 -- INCOME TAXES
 
     The provision for income taxes is summarized as follows:
 
<TABLE>
<CAPTION>
                                                         1996            1995            1994
                                                      -----------     -----------     -----------
<S>                                                   <C>             <C>             <C>
Current:
  U.S. Federal......................................  $25,813,000     $12,725,000     $16,091,000
  Foreign...........................................    1,504,000       1,292,000       1,025,000
  State and local...................................    6,935,000       3,841,000       4,477,000
                                                      -----------     -----------     -----------
                                                       34,252,000      17,858,000      21,593,000
                                                      -----------     -----------     -----------
Deferred:
  U.S. Federal......................................   (1,220,000)        533,000         633,000
  Foreign...........................................     (229,000)       (110,000)        712,000
  State and local...................................     (291,000)        184,000          25,000
                                                      -----------     -----------     -----------
                                                       (1,740,000)        607,000       1,370,000
                                                      -----------     -----------     -----------
                                                      $32,512,000     $18,465,000     $22,963,000
                                                      ===========     ===========     ===========
</TABLE>
 
                                       19
<PAGE>   21
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The provision for income taxes differed from the U.S. Federal statutory
rate for the following reasons:
 
<TABLE>
<CAPTION>
                                                                         1996     1995     1994
                                                                         ----     ----     ----
<S>                                                                      <C>      <C>      <C>
Statutory tax rate.....................................................  35.0%    35.0%    35.0%
Increase in tax resulting from:
  State and local taxes................................................   5.8      6.3      5.4
  Foreign taxes........................................................    .3       .1       .2
  Non-deductible items.................................................   2.2      2.7      1.5
  Other................................................................    --       .1       .3
                                                                         ----     ----     ----
                                                                            -        -        -
Effective income tax rate..............................................  43.3%    44.2%    42.4%
                                                                         =====    =====    =====
</TABLE>
 
     Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax liabilities and assets as of October 31, 1996 and
1995 calculated under FAS No. 109 are as follows:
 
     Current deferred tax asset included in prepaid expenses and other current
assets:
 
<TABLE>
<CAPTION>
                                                         1996            1995            1994
                                                      -----------     -----------     -----------
<S>                                                   <C>             <C>             <C>
Bad debt allowance..................................  $ 1,294,000     $   699,000     $ 1,375,000
                                                      ===========     ===========     ===========     
Non-current deferred tax assets (liability):
  Deferred compensation and benefits................  $ 7,172,000     $ 6,663,000     $ 6,805,000
  Depreciation......................................   (4,766,000)     (5,141,000)     (4,527,000)
  Other.............................................      788,000         191,000         172,000
                                                      -----------     -----------     -----------     
Total net non-current asset.........................  $ 3,194,000     $ 1,713,000     $ 2,450,000
                                                      ===========     ===========     ===========
</TABLE>
 
     Canadian income before income taxes, excluding any allocation of general
corporate expenses, was $3,075,000 (1996), $944,000 (1995) and $4,728,000
(1994).
 
NOTE 9 -- NOTES PAYABLE AND LONG-TERM DEBT
 
  Notes payable
 
     The Company's Canadian subsidiary has agreements with Canadian banks which
provide the funds to meet short-term working capital requirements. Borrowings
under the agreements bear interest at Canadian prime plus .25% and are due on
demand. At the end of 1996 the amount outstanding on these agreements was
$2,299,000. The weighted average interest rate for 1996 was 6.8%. The carrying
value of amounts outstanding at the end of 1996 approximates fair values due to
their short-term nature.
 
     During 1996, the Company entered into an agreement for an uncommitted bank
line of credit which provides for secured borrowings for general corporate
purposes of up to $50 million. At October 31, 1996 there were no amounts
outstanding.
 
  Long-term debt
 
     The Company's other long-term debt of $2,949,000 consists primarily of a
capital lease obligation, a mortgage and debt related to the Canadian subsidiary
bearing interest from 7.5% to 11.4%. The debt is secured by land, buildings,
machinery and equipment with a net book value of $4,195,000. The lease requires
aggregate payments of $3,606,000 through 2002 with annual payments of $581,000
in 1997 and $660,000 in 1998, 1999, 2000 and 2001. Of the aggregate payments,
$1,096,000 represents executory and interest costs and $2,510,000 represents the
present value of the capital lease obligation.
 
                                       20
<PAGE>   22
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     Aggregate annual installments of both the notes payable and long-term debt
due for the next five years are $2,753,000, $506,000, $555,000, $617,000 and
$422,000 respectively.
 
NOTE 10 -- DEFERRED EMPLOYEE COMPENSATION AND BENEFITS
 
     Liabilities for deferred employee compensation and benefits consist of the
following:
 
<TABLE>
<CAPTION>
                                                                             OCTOBER 31,
                                                                      -------------------------
                                                                         1996          1995
                                                                      -----------   -----------
<S>                                                                   <C>           <C>
Pension costs.......................................................  $ 6,418,000   $ 5,553,000
Supplemental retirement.............................................    4,128,000     4,343,000
Deferred compensation...............................................    4,506,000     4,135,000
                                                                      -----------   -----------
                                                                      $15,052,000   $14,031,000
                                                                      ===========   ===========
</TABLE>
 
NOTE 11 -- OTHER REVENUE
 
     The components of other revenue are summarized as follows:
 
<TABLE>
<CAPTION>
                                                                1996         1995         1994
                                                             ----------   ----------   ----------
<S>                                                          <C>          <C>          <C>
Interest income............................................  $  991,000   $1,477,000   $  790,000
Dividends..................................................     642,000      720,000      836,000
Capital gains..............................................   2,809,000      446,000    3,119,000
Other......................................................     463,000    1,063,000      488,000
                                                             ----------   ----------   ----------
                                                             $4,905,000   $3,706,000   $5,233,000
                                                             ==========   ==========   ==========
</TABLE>
 
NOTE 12 -- LEASE COMMITMENTS
 
     The Company's subsidiaries occupy premises and utilize equipment under
leases which are classified as operating leases and expire at various dates to
2006. Many of the leases provide for payment of certain expenses and contain
renewal and purchase options.
 
     Rent expense relating to premises and equipment amounted to $9,823,000
(1996), $8,265,000 (1995) and $7,034,000 (1994). The minimum annual rental
commitments under non-cancelable leases as at October 31, 1996 are summarized as
follows:
 
<TABLE>
<S>                           <C>                      <C>                           <C>
1997......................... $7,844,000               2000......................... $ 4,478,000
1998.........................  7,071,000               2001.........................   3,727,000
1999.........................  5,780,000               2002-2006....................  10,747,000
                                                                                     -----------
                                                       Total........................ $39,647,000
                                                                                     ===========
</TABLE>
 
NOTE 13 -- SEGMENT AND GEOGRAPHIC DATA
 
     The Company is engaged in one line of business -- transactional, corporate
reporting, mutual fund and commercial printing. Information about the business
of the Company by geographic area is presented in the table below. The Company's
area of operation outside of the United States and Canada principally include
London, Paris, Hong Kong and Singapore. Sales or transfers between geographic
areas and United States export sales were not material. General corporate
expenses are included in the United States operations.
 
                                       21
<PAGE>   23
 
                       BOWNE & CO., INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
<TABLE>
<CAPTION>
                                               UNITED                       OTHER
                                               STATES        CANADA        FOREIGN        TOTAL
                                            ------------   -----------   -----------   ------------
<S>                                         <C>            <C>           <C>           <C>
1996
- ----
  Net sales...............................  $404,683,000   $62,513,000   $34,173,000   $501,369,000
  Net income..............................    40,951,000     1,818,000      (266,000)    42,503,000
  Identifiable assets.....................   324,172,000    36,760,000    24,890,000    385,822,000
1995
- ----
  Net sales...............................  $314,264,000   $56,199,000   $22,250,000   $392,713,000
  Net income..............................    23,328,000       526,000      (568,000)    23,286,000
  Identifiable assets.....................   276,107,000    33,536,000    16,027,000    325,670,000
1994
- ----
  Net sales...............................  $305,848,000   $56,304,000   $18,501,000   $380,653,000
  Net income..............................    28,423,000     2,991,000      (174,000)    31,240,000
  Identifiable assets.....................   242,912,000    34,691,000    13,978,000    291,581,000
</TABLE>
 
SUMMARY OF QUARTERLY DATA
 
<TABLE>
<CAPTION>
                                 FIRST         SECOND         THIRD          FOURTH
                                QUARTER       QUARTER        QUARTER        QUARTER       FULL YEAR
                              -----------   ------------   ------------   ------------   ------------
<S>                           <C>           <C>            <C>            <C>            <C>
1996
- ----
  Net sales.................  $90,728,000   $136,396,000   $134,153,000   $140,092,000   $501,369,000
  Gross margin..............   34,931,000     62,695,000     61,807,000     65,795,000    225,228,000
  Income before income
     taxes..................    6,312,000     22,376,000     22,285,000     24,042,000     75,015,000
  Income taxes..............    2,719,000      9,862,000      9,123,000     10,808,000     32,512,000
  Net income................    3,593,000     12,514,000     13,162,000     13,234,000     42,503,000
                              ===========   ============   ============   ============   ============
  Net income per share......         $.21           $.71           $.75           $.75          $2.42
                              ===========   ============   ============   ============   ============
  Weighted average shares
     outstanding............   17,483,271     17,606,959     17,625,439     17,648,193     17,593,976
                              ===========   ============   ============   ============   ============
</TABLE>
 
<TABLE>
<CAPTION>
                                 FIRST         SECOND         THIRD          FOURTH
                                QUARTER       QUARTER        QUARTER        QUARTER       FULL YEAR
                              -----------   ------------   ------------   ------------   ------------
<S>                           <C>           <C>            <C>            <C>            <C>
1995
- ----
  Net sales.................  $76,813,000   $102,460,000   $103,110,000   $110,330,000   $392,713,000
  Gross margin..............   28,886,000     41,228,000     41,762,000     47,344,000    159,220,000
  Income before income
     taxes..................    3,650,000     10,235,000     12,031,000     15,835,000     41,751,000
  Income taxes..............    1,623,000      4,529,000      5,049,000      7,264,000     18,465,000
  Net income................    2,027,000      5,706,000      6,982,000      8,571,000     23,286,000
                              ===========   ============   ============   ============   ============
  Net income per share......         $.12           $.33           $.40           $.49          $1.34
                              ===========   ============   ============   ============   ============
  Weighted average shares
     outstanding............   17,379,358     17,387,012     17,389,569     17,399,052     17,388,748
                              ===========   ============   ============   ============   ============
</TABLE>
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE
 
     Inapplicable.
 
                                       22
<PAGE>   24
 
                                    PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
     Regarding the directors of the Registrant, reference is made to the
information set forth under the caption "Election of Directors" in the Company's
definitive Proxy Statement anticipated to be dated February 6, 1997, which
information is incorporated by reference herein.
 
     The principal executive officers of the Company and their recent business
experience are as follows.
 
<TABLE>
<CAPTION>
                                        PRINCIPAL OCCUPATION                          OFFICER
          NAME                         DURING PAST FIVE YEARS                AGE       SINCE
          ----                         ----------------------                ---      -------
<S>                         <C>                                              <C>      <C>
Robert M. Johnson........   Chairman of the Board and Chief Executive         51        1996
                            Officer of the Company since June 1996;
                              theretofore Vice Chairman, President and
                              Chief Executive Officer of the Company from
                              January 1996; previously Publisher,
                              President and Chief Executive Officer of
                              Newsday, Inc. (a subsidiary of Times
                              Mirror, Inc.)
James P. O'Neil..........   President and Chief Operating Officer since       52        1984
                            January 1996; previously Executive Vice
                              President and Chief Operating Officer;
                              theretofore Vice President, Finance, of the
                              Company
Bruce Bezpa..............   Vice President, Strategic Development, since      41        1984
                            November 1996; previously Director of Mutual
                              Funds for the Company
Denise K. Fletcher.......   Vice President, Chief Financial Officer,          48        1996
                            since July 1996; previously principal of
                              Fletcher Associates, Inc., a management
                              consulting firm
Brendan Keating..........   Vice President                                    42        1991
Allen D. Marold..........   Vice President, Human Resources and               56        1983
                            Administration
Thomas P. Meola..........   Vice President, Finance, and Controller since     54        1987
                            November 1996; previously Controller of the
                              Company
John O. Penhollow........   Vice President, Technical Services; until         62        1994
                            September 1994, Director of Edgar Services of
                              the Company; prior to February 1993,
                              Director of the Office of Edgar Management,
                              Securities and Exchange Commission
John A. Stone............   Vice President, Technology, and Chief             53        1996
                            Technology Officer since December 1996;
                              previously Client Partner in AT&T Solutions
                              from 1995; theretofore principal in his own
                              technology consulting practice
Thomas J. Vos............   Vice President, Marketing                         49        1986
Douglas F. Bauer.........   Counsel and Corporate Secretary                   54        1986
</TABLE>
 
     There are no family relationships among any of the executive officers, and
there are no arrangements or understandings between any of the executive
officers and any other person pursuant to which any of such officers was
selected. The executive officers are normally elected by the Board of Directors
at its first meeting following the Annual Meeting of Stockholders for a one-year
term or until their respective successors are duly elected and qualify.
 
                                       23
<PAGE>   25
 
     To the best of the Company's knowledge, none of the directors and officers
of the Company failed to file on a timely basis any report on Forms 3, 4 and 5
which was required pursuant to Section 16(a) of the Securities Exchange Act of
1934 with respect to the Company's most recent fiscal year.
 
ITEM 11.  EXECUTIVE COMPENSATION
 
     Reference is made to the information set forth under the caption "Executive
Compensation" appearing in the Company's definitive Proxy Statement anticipated
to be dated February 6, 1997, which information is incorporated herein by
reference.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT
 
     Reference is made to the information contained under the captions
"Principal Stockholders of the Company" and "Executive Compensation" in the
Company's definitive Proxy Statement anticipated to be dated February 6, 1997,
which information is incorporated herein by reference.
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     Inapplicable.
 
                                       24
<PAGE>   26
 
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 
     (a) DOCUMENTS FILED AS PART OF THIS REPORT:
 
        (1) Financial Statements:
 
<TABLE>
<CAPTION>
                                                                               PAGE NUMBER
                                                                              IN THIS REPORT
                                                                             ----------------
            <S>                                                              <C>
            Report of Independent Auditors..................................        9
            Consolidated Balance Sheets as of October 31, 1996 and 1995.....      10-11
            Consolidated Statements of Income -- Years Ended October 31,
              1996, 1995 and 1994...........................................        12
            Consolidated Statements of Cash Flows -- Years Ended October 31,
              1996, 1995 and 1994...........................................        13
            Consolidated Statements of Stockholders' Equity -- Years Ended
              October 31, 1996, 1995 and 1994...............................        14
            Notes to Consolidated Financial Statements......................      15-22
</TABLE>
 
        (2) Financial Statement Schedule -- Years Ended October 31, 1996, 1995
and 1994:
 
<TABLE>
            <S>                                                              <C>
            Schedule II -- Valuation and Qualifying Accounts................       S-1
</TABLE>
 
           All other schedules are omitted because they are not applicable.
 
        (3) Exhibits:
 
<TABLE>
<C>               <S>
             3.1  -- Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to
                       the Company's annual report on Form 10-K for the year ended October 31,
                       1984)
             3.2  -- Amendment to the Certificate of Incorporation filed May 11, 1988
                       (incorporated by reference to Exhibit 3.2 to the Company's annual
                       report on Form 10-K for the year ended October 31, 1988)
             3.3  -- Amendment to the Certificate of Incorporation filed March 23, 1989
                       (incorporated by reference to Exhibit 3.3 to the Company's annual
                       report on
                       Form 10-K for the year ended October 31, 1989)
             3.4  -- Amendment to the Certificate of Incorporation filed March 28, 1990
                       (incorporated by reference to page 7 of the Company's definitive Proxy
                       Statement dated January 29, 1990)
             3.5  -- By-Laws
            10.1  -- Amended and Restated 1981 Stock Option Plan (incorporated by reference to
                       the Company's definitive Proxy Statement dated January 30, 1985)
            10.2  -- Amendment to 1981 Stock Option Plan (incorporated by reference to the
                       Company's Post-Effective Amendment No. 1 on Form S-8 relating to the
                       Company's Stock Option Plan dated April 16, 1987)
            10.3  -- Amendment to 1981 Stock Option Plan (incorporated by reference to the
                       Company's Post-Effective Amendment No. 2 on Form S-8 relating to the
                       Company's Stock Option Plan dated October 19, 1988)
            10.4  -- 1992 Stock Option Plan (incorporated by reference to Exhibit A to the
                       Company's definitive Proxy Statement dated February 10, 1992)
            10.5  -- Form of Supplemental Retirement Agreement for selected key employees
                       (incorporated by reference to Exhibit 10.2 to the Company's annual
                       report on Form 10-K for the year ended October 31, 1984) (such
                       agreements having been entered into in the years 1979-1980)
</TABLE>
 
                                       25
<PAGE>   27
 
<TABLE>
<C>               <S>
            10.6  -- Form of Supplemental Retirement Agreement for selected key employees with
                       change of control provisions (incorporated by reference to Exhibit 10.3
                       to the Company's annual report on Form 10-K for the year ended October
                       31, 1984) (such agreements having been entered into in 1984)
            10.7  -- Form of Supplemental Retirement Agreement for selected key employees,
                       being the most current version of the agreements in Exhibits 10.5 and
                       10.6 above (incorporated by reference to Exhibit 10.4 to the Company's
                       annual report on Form 10-K for the year ended October 31, 1986) (such
                       agreements having been entered into since 1985 without material
                       revisions)
            10.8  -- Form of Termination Protection Agreement for selected key employees
                       providing for a possible change in ownership or control of the Company
                       (incorporated by reference to Exhibit 10.8 to the Company's annual
                       report on Form 10-K for the year ended October 31, 1995).
            10.9  -- Retirement Plan for non-management members of the Board of Directors
                       (incorporated by reference to the description under the caption
                       "Meetings, Attendance and Fees" on page 4 of the Company's definitive
                       Proxy Statement dated January 30, 1989)
            10.10 -- Letter agreement between the Company and Robert M. Johnson relating to
                       restricted stock and certain compensation and benefits matters.
            21    -- Subsidiaries of the Company
            23    -- Consent of Independent Auditors
            27    -- Financial Data Schedule, which is submitted electronically to the
                       Securities and Exchange Commission for information only and not filed
</TABLE>
 
(B) No reports on Form 8-K were filed by the Company during the quarter ended
October 31, 1996.
 
                                       26
<PAGE>   28
 
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
 
                                          BOWNE & CO., INC.
Dated:  January 29, 1997
                                            By         ROBERT M. JOHNSON
                                             -----------------------------------
                                                      ROBERT M. JOHNSON
                                               Chairman of the Board and Chief
                                                       Executive Officer
                                                (Principal Executive Officer)
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
 
<TABLE>
<CAPTION>
                   NAME                                   TITLE                       DATE
- ------------------------------------------   --------------------------------   -----------------
<C>                                          <S>                                <C>
            ROBERT M. JOHNSON                Chairman of the Board (and          January 24, 1997
- ------------------------------------------   Director) and Chief Executive
           (ROBERT M. JOHNSON)               Officer
 
             JAMES P. O'NEIL                 President and Chief Operating       January 24, 1997
- ------------------------------------------   Officer (also Director)
            (JAMES P. O'NEIL)
 
            DENISE J. FLETCHER               Vice President, Chief Financial     January 24, 1997
- ------------------------------------------   Officer
           (DENISE J. FLETCHER)
 
                    *                        Director                            January 24, 1997
- ------------------------------------------
            (ROBERT M. CONWAY)

                    *                        Director                            January 24, 1997
- ------------------------------------------
            (EDWARD H. MEYER)
 
                    *                        Director                            January 24, 1997
- ------------------------------------------
          (H. MARSHALL SCHWARZ)
 
                    *                        Director                            January 24, 1997
- ------------------------------------------
            (WENDELL M. SMITH)
 
                    *                        Director                            January 24, 1997
- ------------------------------------------
           (THOMAS O. STANLEY)
 
                    *                        Director                            January 24, 1997
- ------------------------------------------
              (VINCENT TESE)
 
                    *                        Director                            January 24, 1997
- ------------------------------------------
         (BEVERLEY B. WADSWORTH)
 
                    *                        Director                            January 24, 1997
- ------------------------------------------
            (RICHARD R. WEST)
</TABLE>
 
*By        ROBERT M. JOHNSON
    -------------------------------
          (ROBERT M. JOHNSON)
                                        Attorney-in-Fact
 
                                       27
<PAGE>   29
 
                       BOWNE & CO. INC. AND SUBSIDIARIES
 
                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
 
              FOR THE YEARS ENDED OCTOBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>            <C>            <C>
- -------------------------------------------------------------------------------------------------
 
<CAPTION>
               COLUMN A                   COLUMN B       COLUMN C       COLUMN D       COLUMN E
- -------------------------------------------------------------------------------------------------
                                         BALANCE AT      ADDITIONS
                                          BEGINNING     CHARGED TO                    BALANCE AT
                                             OF          COSTS AND     DEDUCTIONS       END OF
             DESCRIPTION                   PERIOD        EXPENSES          (A)          PERIOD
- -------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>            <C>            <C>
Allowance for doubtful accounts:
          1996                            $6,269,000     $5,208,000     $2,714,000     $8,763,000
                                         ===========    ===========    ===========    ===========
          1995                            $6,592,000     $2,771,000     $3,094,000     $6,269,000
                                         ===========    ===========    ===========    ===========
          1994                            $6,550,000     $2,071,000     $2,029,000     $6,592,000
                                         ===========    ===========    ===========    ===========
</TABLE>
 
- ---------------
 
(a) Uncollectible accounts written off, net of recoveries.
 
                                       S-1
<PAGE>   30
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
        EXHIBIT
         NO.                              DESCRIPTION
        ------  ----------------------------------------------------------------
        <S>     <C>                                                             <C>
         3.5    By-Laws
 
        10.10   Letter agreement between the Company and Robert M. Johnson
                relating to restricted stock and certain compensation and
                benefits matters.
 
        21      Subsidiaries of the Company
 
        23      Consent of Independent Auditors
 
        27      Financial Data Schedule, which is submitted electronically to
                the Securities and Exchange Commission for information only and
                not filed
</TABLE>

<PAGE>   1
 
                                                                     EXHIBIT 3.5
 
                               BOWNE & CO., INC.
                                    BY-LAWS
 
                           (AS OF SEPTEMBER 26, 1996)
 
                              ARTICLE I -- OFFICES
 
Section 1.  Principal Office
 
     The principal office of the Corporation shall be located in the City of New
York, County and State of New York.
 
Section 2.  Additional Offices
 
     The Corporation may also have offices and places of business at such
places, within or without the State of New York, as the Board of Directors may
from time to time determine or the business of the Corporation may require.
 
                     ARTICLE II -- MEETINGS OF SHAREHOLDERS
 
Section 1.  Annual Meeting
 
     The annual meeting of the shareholders of the Corporation for the election
of directors and for the transaction of such other business as may properly be
brought before the meeting shall be held at such hour, date and place within or
without the State of New York as shall be determined by the Board of Directors
and stated in the notice of meeting thereof.
 
Section 2.  Special Meetings
 
     Special meetings of shareholders for the election of directors or for any
other purpose may be held at such time and place, within or without the State of
New York, as shall be stated in the notice of the meeting.
 
     Special meetings of shareholders for any purpose or purposes, unless
otherwise prescribed by statute or by the Certificate of Incorporation, may be
called by resolution of the Board of Directors or by the President, and shall be
called by the President or Secretary at the request in writing of a majority of
the Board of Directors, or at the request in writing of a majority of the
shareholders entitled to vote on the action proposed to be taken. Such request
shall state the purpose or purposes of the proposed meeting.
 
Section 3.  Notice of Shareholder Meeting
 
     Written notice of every meeting of shareholders, stating the place, date,
and hour of the meeting, the purpose or purposes for which the meeting is
called, and, unless it is the annual meeting, by or at whose direction it is
being issued, shall be served personally or by mail upon each shareholder
entitled to vote thereat not less than ten (10) nor more than fifty (50) days
prior to the meeting. If, at any meeting, action is proposed to be taken which
would, if taken, entitle shareholders fulfilling the requirements of Section 623
of the New York Business Corporation Law (procedure to enforce shareholder's
right to receive payment for shares) to receive payment for their shares, the
notice of such meeting shall include a statement of that purpose and to that
effect.
 
                                        1
<PAGE>   2
 
     If mailed, such notice shall be directed to a shareholder at his address as
it shall appear on the books of the Corporation unless he shall have filed with
the Secretary of the Corporation a written request that notices intended for him
shall be mailed to the address designated in such request.
 
Section 4.  Quorum
 
     The holders of a majority of the shares issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall be necessary
to and shall constitute a quorum at all meetings of the shareholders for the
transaction of business, except as otherwise provided by statute or by the
Certificate of Incorporation or these By-Laws. If a quorum shall not be present
or represented, the shareholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At any such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.
 
Section 5.  Voting
 
     Directors shall, except as otherwise required by law or by the Certificate
of Incorporation as permitted by law, be elected by a plurality of the votes
cast at a meeting of shareholders by the holders of shares entitled to vote in
the election.
 
     Whenever any corporate action, other than the election of directors, is to
be taken by vote of the shareholders, it shall, except as otherwise required by
law or by the Certificate of Incorporation as permitted by law, be authorized by
a majority of the votes cast at a meeting of shareholders by the holders of
shares entitled to vote thereon.
 
Section 6.  Proxies
 
     Every proxy must be signed by the shareholder or his attorney-in-fact. No
proxy shall be valid after the expiration of eleven months from the date thereof
unless otherwise specified therein. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by law.
 
Section 7.  Consents
 
     Whenever by any provision of law, the vote of shareholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action, the meeting and vote of shareholders may be dispensed with if all the
shareholders who would have been entitled to vote upon the action, if such
meeting were held, shall consent in writing to such corporate action being
taken. However, this section shall not be construed to alter or modify any
provision of law under which the written consent of the holders of less than all
outstanding shares is sufficient for corporate action.
 
Section 8.  Record Date
 
     For the purpose of determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action affecting the
interests of shareholders, the Board of Directors may fix, in advance, a record
date. Such date shall not be more than fifty (50) nor less than ten (10) days
before the date of any such meeting, nor more than fifty (50) days prior to any
other action.
 
     In each such case, except as otherwise provided by law, only such persons
as shall be shareholders of record on the date so fixed shall be entitled to
notice of, and to vote at, such meeting and any adjournment thereof, or to
express such consent or dissent, or to receive payment of such dividend or such
allotment of rights, or otherwise to be recognized as shareholders for the
related purpose, notwithstanding any registration of transfer of shares on the
books of the Corporation after any such record date so fixed.
 
                                        2
<PAGE>   3
 
                            ARTICLE III -- DIRECTORS
 
Section 1.  Number; Tenure
 
     The number of directors to constitute the first Board of Directors shall be
the number specified in the Statement of Organization of the Corporation
executed by the incorporator. Thereafter, the Board of Directors shall consist
of not fewer than six nor more than ten directors as shall be fixed from time to
time by resolution adopted by a vote of a majority of the Board of Directors
then in office at a meeting thereof.
 
     Directors shall be elected at the annual meeting of shareholders in the
manner and for the terms specified in the Certificate of Incorporation, and,
except as provided in Section 2 of this Article III, each director shall be
elected to serve until his successor has been elected and has qualified.
 
Section 2.  Resignation; Removal
 
     Any director may resign at any time. Any director may be removed for cause
by action of the Board or vote of the shareholders, but no director shall be
removed without cause.
 
Section 3.  Vacancies
 
     If any vacancy occurs in the Board of Directors by reason of the death,
resignation, retirement, disqualification or removal from office of any director
with cause, or if any new directorships are created, the directors then in
office, although less than a quorum, may by majority vote, choose a successor or
successors, or fill any newly created directorship, and the directors so chosen
shall hold office until the next annual meeting of shareholders and until their
successors have been elected and have qualified.
 
Section 4.  Nominations
 
     Nominations for the election of directors may be made by the Board of
Directors or, subject to the following, by any stockholder entitled to vote for
the election of directors. Any such stockholder may nominate a person or persons
for election as a director only if written notice of such stockholder's intent
to make such nomination is given to the Secretary of the Corporation, either by
personal delivery or by United States mail, postage paid, not later than (a)
with respect to an election to be held at an annual meeting of stockholders, 90
days in advance of such meeting, or (b) with respect to an election to be held
at a special meeting of stockholders for the election of directors, the close of
business on the seventh day following the date on which notice of such special
meeting is first given to stockholders. Each such notice shall set forth the
name and address of the stockholder who intends to make the nomination and of
each person to be nominated for election as a director; a representation that
the stockholder is a holder of record of stock of the Corporation entitled to
vote at such meeting and intends to appear in person or by proxy at the meeting
to nominate the person or persons specified in the notice; a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons, naming such persons, pursuant to which the nomination
or nominations are to be made by the stockholder; such other information
regarding each nominee proposed by such stockholder as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission if such nominee had been nominated, or was
intended to be nominated, for election as a director by the Board of Directors;
and the consent of each nominee to serve as a director of the Corporation if so
elected. The Board of Directors may refuse to acknowledge the nomination of any
person not made in compliance with the foregoing.
 
                      ARTICLE IV -- MEETINGS OF THE BOARD
 
Section 1.  Place
 
     The Board of Directors of the Corporation may hold meetings, both regular
and special, either within or without the State of New York. Any one or more
members of the Board of Directors, or any committee thereof, may, unless
otherwise restricted by the Certificate of Incorporation or these by-laws,
participate in a
 
                                        3
<PAGE>   4
 
meeting of the Board of Directors, or any committee thereof, by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
shall constitute presence in person at the meeting.
 
Section 2.  Regular Meetings
 
     A regular meeting of the Board of Directors may be held immediately
following the annual meeting of stockholders in each year without notice,
provided a quorum shall be present. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as shall from time to
time be determined by the Board.
 
Section 3.  Special Meetings
 
     Special meetings of the Board of Directors may be called by the Chairman of
the Board, if any, or by the President on two days' notice to each director,
either personally or by mail or telegram. Notice of any special meeting of the
Board of Directors need not be given to any director who submits a signed waiver
of notice, whether before or after the meeting, or who attends the meeting
without protesting, prior thereto or at its commencement, the lack of such
notice to him.
 
Section 4.  Quorum; Voting
 
     At all meetings of the Board of Directors the presence of not less than a
majority of the entire Board shall be necessary to constitute a quorum for the
transaction of business, and the vote of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board of
Directors except as may be otherwise specifically provided by law.
 
     In determining the presence of a quorum at a meeting which approves a
contract or other transaction between the Corporation and one or more of its
directors, or between the Corporation and any other corporation, firm,
association or other entity in which one or more of its directors are directors
or officers or are financially interested, the common or interested directors
shall be counted. If a quorum shall not be present at any meeting of the Board
or Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
 
                      ARTICLE V -- COMMITTEES OF THE BOARD
 
Section 1.  Designation
 
     The Board of Directors, by resolution adopted by a majority of the entire
Board, may designate from among its members an Executive Committee consisting of
three (3) or more directors. The Board of Directors, by resolution adopted by a
majority of the entire Board, may designate from among its members one or more
additional committees, each consisting of three (3) or more directors, and each
of which shall have such powers and duties as shall be fixed by the Board.
However, no such committee shall have authority as to any of the following
matters:
 
     (a) the submission to shareholders of any action as to which shareholders'
         authorization is required by law;
 
     (b) the filling of vacancies in the Board of Directors or on any committee;
 
     (c) the fixing of compensation of any director for serving on the Board or
         on any committee;
 
     (d) the amendment or repeal of these by-laws, or the adoption of new
         by-laws; or
 
     (e) the amendment or repeal of any resolution of the Board which by its
         terms shall not be so amendable or repealable.
 
     The Board may designate one or more directors as alternate members of any
such committee who may replace any absent member or members at any meeting of
such committee.
 
                                        4
<PAGE>   5
 
Section 2.  Tenure; Reports
 
     Each such committee shall serve at the pleasure of the Board. It shall keep
minutes of its meetings and report the same to the Board.
 
Section 3.  Executive Committee
 
     Except as set forth in Section 1 of this Article V, the Executive Committee
shall have, between meetings of the Board, all the powers of the Board of
Directors in the management of the business and affairs of the Corporation and
may exercise such powers to the full extent the Board might exercise such powers
as though it were in session.
 
                             ARTICLE VI -- OFFICERS
 
Section 1.  Appointment
 
     The Board of Directors shall appoint a President, a Secretary and a
Treasurer. The Board of Directors may also appoint one or more Vice Presidents
and such other officers as it may determine.
 
Section 2.  Term of Office; Removal; Vacancies
 
     All officers shall be appointed by the Board of Directors and shall hold
office until the next annual meeting of stockholders and until their successors
are appointed and have qualified. Any officer may be removed with or without
cause at any time by the Board of Directors. If any office becomes vacant for
any reason, the Board of Directors shall fill such vacancy.
 
Section 3.  Compensation
 
     The compensation of all officers of the Corporation shall be fixed by the
Board of Directors.
 
Section 4.  The President
 
     The President may be the chief executive officer of the Corporation and in
the absence of the Chairman of the Board may preside at all meetings of the
shareholders and directors; he may effectuate policy decisions and orders of the
Board and see that all resolutions of the Board of Directors are carried into
effect. The President shall have such other powers and duties as may from time
to time be assigned by the Board.
 
Section 5.  Vice President
 
     The Vice President, or Vice Presidents, shall have such powers and duties
as may be designated by the Board of Directors.
 
Section 6.  The Secretary
 
     The Secretary shall attend all meetings of the Board and all meetings of
the shareholders and record all votes and prepare the minutes of all proceedings
in a book, to be kept for that purpose. He shall give, or cause to be given,
notice of all meetings of shareholders and all special meetings of the Board of
Directors and shall perform such other duties as may be designated by the Board
of Directors. He shall keep in safe custody the seal of the Corporation and,
when authorized by the Board, affix the same to any instrument requiring it and,
when so affixed, it shall be attested by his signature, or the signature of an
Assistant Secretary. He shall keep safe custody of the stock certificate books
and shareholder records.
 
Section 7.  The Treasurer
 
     The Treasurer shall have care and custody of the funds of the Corporation
and its other valuable effects, including securities, and he shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all monies and other valuable effects in the care
and to the
 
                                        5
<PAGE>   6
 
credit of the Corporation in such depositories as may be designated by the Board
of Directors. The Treasurer shall disburse the funds of the Corporation as
ordered by the Board. If required by the Board of Directors, the Treasurer shall
give the Corporation a bond for such term, in such sum and with such surety or
sureties as shall be satisfactory to the Board for the faithful performance of
the duties of his office.
 
                       ARTICLE VII -- SHARE CERTIFICATES
 
Section 1.  Form, Signature and Transfer
 
     Certificates for stock shall be in such form as the Board of Directors may
from time to time prescribe and shall be signed by the President or a Vice
President and the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary, and may be countersigned and registered in such manner and
by such transfer agents and registrars as the Board may prescribe. Each
certificate shall bear the corporate seal or a printed or engraved facsimile
thereof and where any certificate is signed by a transfer agent or transfer
clerk and by a registrar, the signature or signatures of any officers of the
Corporation upon such certificate may be facsimile, engraved or printed;
provided that where the certificate is manually signed by a registrar other than
the Corporation or any employee of the Corporation, the signature of the
transfer agent or transfer clerk may be facsimile, engraved or printed. Shares
of stock of the Corporation shall be transferable or assignable on the books of
the Corporation only by the holders in person or by a duly authorized attorney,
and only upon the surrender for cancellation of the certificates therefor
accompanied by a duly executed assignment and power of attorney endorsed thereon
or attached thereto and such proof or a guarantee of authenticity of the
signature as the Corporation or its agents may reasonably require. The
Corporation may treat the holder of record of any share or shares of stock as
the holder in fact thereof and need not recognize any other claim thereto or
interest therein on the part of any other person, whether or not it has express
or other notice thereof, except as otherwise expressly provided by law. Lost or
destroyed certificates may be replaced in accordance with such regulations as
the Board of Directors may prescribe.
 
                       ARTICLE VIII -- GENERAL PROVISIONS
 
Section 1.  Checks
 
     All checks or demands for money and notes or other instruments evidencing
indebtedness or obligations of the Corporation shall be signed by such officer
or officers or such other persons as the Board of Directors may from time to
time designate.
 
Section 2.  Fiscal Year
 
     The fiscal year of the Corporation shall be fixed, and shall be subject to
change, by the Board of Directors.
 
Section 3.  Corporate Seal
 
     The corporate seal of the Corporation shall be in such form as the Board of
Directors shall prescribe. The corporate seal on any corporate bond or other
obligation for the payment of money may be a facsimile, engraved or printed.
 
                            ARTICLE IX -- AMENDMENTS
 
Section 1.  Power to Amend
 
     The Board of Directors shall have the power to amend, repeal or adopt
by-laws at any regular or special meeting of the Board. However, any by-laws
adopted by the Board may be amended or repealed by vote of a majority of the
holders of shares of capital stock at any meeting.
 
                                        6
<PAGE>   7
 
                          ARTICLE X -- INDEMNIFICATION
 
Section 1.  Indemnification of Officers, Directors, Employees and Agents
 
     The Corporation shall, to the fullest extent permitted by Sections 721
through 726 of the New York Business Corporation Law, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under said sections from and against any and all expenses, liabilities
or other matters referred to in or covered by said sections, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those persons, other than directors or officers, may be entitled
under any agreement, vote of shareholders or directors or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such person.
 
                                        7

<PAGE>   1
 
                                                                   EXHIBIT 10.10
 
                    LETTER AGREEMENT WITH ROBERT M. JOHNSON
 
                             January 29, 1996
 
Dear Bob:
 
This letter will confirm our offer to you to join Bowne & Co., Inc. (The
"Company") as its President, Chief Executive Officer and Vice Chairman of the
Board of Directors and will set forth the terms and conditions of your
employment. As agreed, you have commenced employment on January 3, 1996.
 
1.  Position and Duties.  As President and Chief Executive Officer, you will
have the duties, authority and responsibilities normally associated with and
appropriate for such positions, and will report directly to the Board of
Directors of the Company. In addition, while you are employed hereunder, we will
make our best efforts to insure your retention as a member of the Board of
Directors of the Company, and you agree to serve as an officer and director of
such additional subsidiaries or affiliated companies of the Company as the
Company deems reasonably appropriate.
 
2.  Base Salary.  Your base salary ("Base Salary") will be payable at a rate of
$400,000 per year and will be subject to review and upward adjustment in the
Board of Directors' discretion during your employment hereunder. You Base Salary
will be paid in accordance with the Company's payroll policies applicable to its
senior executives.
 
3.  Bonus Plan.  You will be eligible to receive an annual incentive
compensation award (the "Bonus") pursuant to the Company incentive compensation
program (the "Bonus Plan") during the term of your employment hereunder. For
1996, you will receive a bonus of not less than $150,000, of which $75,000 shall
be payable upon your joining the Company with the remainder payable six months
thereafter. Future bonuses shall be subject to the discretion of the Board of
Directors of the Company.
 
4.  Benefit Plans and Arrangements.
 
     (a) While you are employed hereunder, you will be entitled to participate,
in a manner appropriate to your position with the Company, in all benefit plans,
programs and arrangements generally applicable to the Company's senior
executives and the Company will provide to you at the Company's expense a car
and driver and such other fringe benefits and perquisites (including vacation
entitlement) as are generally available to the Company's senior executives.
 
     (b) Upon your retirement from the Company, you will be entitled to receive
a pension in accordance with the terms of the Company's pension, retirement and
similar plans, programs and arrangements then generally applicable to senior
executives of the Company.
 
     5.  Restricted Stock.  The Company will grant to you a special one-time
award of 40,000 Common shares (the "Shares"). In connection with such award, you
agree that (i) you or your legal representatives will pay to the Company, or
make arrangements satisfactory to the Company regarding payment of any federal,
state or local taxes of any kind required by law to be withheld with respect to
the Shares, and (ii) the Company will, to the extent permitted by law, have the
right to deduct from any payment of any kind otherwise due to you any federal,
state or local taxes of any kind required by law to be withheld with respect to
such Shares. You shall have absolute ownership of the Shares including the right
to vote the same and receive dividends thereon, subject, however, to the terms,
conditions and restrictions set forth below:
 
     (a) In the event your employment with the Company shall terminate for any
reason excluding your death, Permanent Disability, termination of employment by
the Company without Cause or termination of
<PAGE>   2
 
employment by you for good Reason prior to the dates listed below, all of your
rights to the specified number of shares shall terminate.
 
<TABLE>
<CAPTION>
 PERIOD ENDING                                               SHARES TO BE RETURNED
- ----------------                                             ---------------------
<S>              <C>                                         <C>
January 3, 1999  ...........................................         40,000
January 3, 2000  ...........................................         26,667
January 3, 2001  ...........................................         13,333
</TABLE>
 
On the 3rd, 4th and 5th anniversaries of January 3, 1996, the restrictions set
forth in this section shall lapse as to one-third of the Shares, provided you
are employed by the Company under this Agreement on the day preceding each
respective anniversary.
 
     (b) If you, while in the employ of the Company, shall die, shall suffer a
Permanent Disability, or if your employment is terminated by you for Good Reason
or by the Company without Cause, then the restrictions set forth above shall
lapse.
 
     (c) Shares subject to restrictions imposed by clause (a) hereof shall not
be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of
prior to the lapse of restrictions applicable to such Shares.
 
     (d) You hereby represent, warrant, and covenant that you are acquiring the
Shares for your own account and not with a view to the distribution thereof, and
(ii) the Shares you acquired under this Agreement will not be sold except
pursuant to an effective registration statement under the Securities Act of
1933, as amended, or pursuant to an exemption from registration under said Act.
 
     (e) Certificates evidencing the Shares delivered to you pursuant to this
Agreement or shares of company Stock subject to Section 5(g) hereof shall be
registered in your name, shall be deposited by you with the Company accompanied
by appropriate executed stock powers to the Company, and shall bear the legend
indicated below:
 
          "The transferability of this certificate and the shares of stock
     represented hereby are subject to the terms and conditions (including
     forfeiture) contained in section 5 of the Letter Agreement dated January
     29, 1996 between Bowne & Co., Inc. and Robert M. Johnson. A copy of such
     Agreement is on file in the office of the Secretary of Bowne & Co., 345
     Hudson Street, New York, New York."
 
Any attempt to dispose of the Shares in contravention of the terms, conditions
and restrictions described in this Agreement shall be ineffective.
 
     (f) At the time the restrictions contained in this section lapse with
respect to any of the Shares, the Company shall deliver new certificates to you
with respect to such Shares bearing the following legend:
 
          "These securities have not been registered under the Securities Act of
     1933, as amended, and may not be offered, sold or delivered in the absence
     of registration or an applicable exemption therefrom."
 
     (g) In the event that there is any change in the capital structure of the
Company through reorganization, recapitalization or otherwise, or if there shall
be any dividend on the Shares payable in the Company's common stock, or if there
shall be a stock split or combination of shares, then any shares of the
Company's common stock issued pursuant thereto with respect to the shares shall
be subject to the restrictions in this section of this Agreement to the same
extent as the Shares with respect to which they were issued.
 
     (h) The value of restricted stock shall not be included in the calculation
of any retirement-type benefits.
 
6.  Termination.
 
     (a) In the event your employment with the Company is terminated by you
without Good Reason, by the Company for Cause, or for any reason after the fifth
anniversary of the date hereof, you will receive, as soon as practicable
thereafter, a lump sum payment equal to the sum of (I) all Base Salary accrued
but unpaid through your date of termination and (ii) any amounts payable to you
under the terms of the Bonus Plan and this Agreement with respect to any
completed fiscal Year preceding your date of termination.
<PAGE>   3
 
     (b) In the event your employment with the Company is terminated prior to
the fifth anniversary of the date hereof by you with Good Reason or by the
Company without Cause other than for death or Permanent Disability, you will
receive: (i) a lump sum payment equal to the sum of all amounts specified in
paragraph 6(a); (ii) a lump sum equal to the Bonus you received for the fiscal
year prior to your year of termination multiplied by a fraction, the numerator
of which is the number of days you were employed in the fiscal year in which
your employment terminated, and the denominator of which is 365; and (iii) 18
monthly payments, which shall commence in the month after your date of
termination, with each payment equal to one twelfth of your Base Salary, at the
annual rate in effect on your date of termination.
 
     (c) In the event your employment with the Company is terminated due to your
death or Permanent Disability, you will receive a lump sum payment equal to the
sum of all amounts specified in paragraph 6(a).
 
     (d) For purposes of this Agreement, the following definitions will apply:
 
          "Cause" will mean (I) your conviction of a felony; (ii) and willful
     misconduct by you which is materially injurious to the Company or its
     affiliates or; (iii) your willful and continuing refusal or failure to
     perform your duties and obligations under this Agreement.
 
          "Good Reason" will mean (I) the refusal or failure of the Company to
     pay you the compensation and/or benefits due under the Agreement; (ii) any
     material diminution (without your consent) in your duties, authority,
     responsibilities or reporting requirements (whether or not accompanied by a
     change in title) or; (iii) the failure to continue your membership on the
     Board of directors of the Company.
 
          "Permanent Disability" will mean a physical or mental disability,
     bodily injury or disease (including a disability resulting from an
     occupational disease) which, in the opinion of a licensed physician
     designated by the mutual consent of the Company and you, would prevent you
     from performing regular duties for the Company from the date of occurrence
     of such disability for a period of more than one year, which disability
     occurred at any time prior to your termination of employment with the
     Company.
 
7.  No Mitigation.  You will not be required to mitigate any payments due to you
under this Agreement by seeking alternative employment, nor will any payments by
the Company be reduced by any amounts received in connection with such
alternative employment.
 
8.  Legal Fees.  The Company will reimburse you for all reasonable legal fees
and disbursements incurred by you in connection with the negotiation and
preparation of this Agreement.
 
9.  Confidentiality and Non-Competition.  You will not, without the prior
consent of the Company, divulge confidential information concerning the
operations of the Company during your employment hereunder or at any time
thereafter. During your employment hereunder and for [2] years thereafter, you
shall not:
 
     (a) disclose to any person information which, whether or not derived from
the company, would be beneficial to a competitor of the Company;
 
     (b) make investments in the aggregate of more than one percent (1%) of the
capital of a competing business either in the form of stock purchase,
contribution to capital, loan or any other form or any combination of the
foregoing;
 
     (c) render or give advice or assistance to a competing business whether as
a consultant or otherwise; and
 
     (d) become an officer or director of a corporation or member of a
partnership or trustee of a trust which conducts, by itself or through one or
more subsidiaries, a competing business or become an employee of such
corporation, partnership, trust or business.
 
     If any of the above shall occur, this Agreement shall be considered null
and void and the Company shall have no further obligations hereunder. The
foregoing non-competition provision shall apply to lines of business in which
the Company, including any of its subsidiaries, is engaged during the term of
your employment or at the time of termination of your employment, and shall not
apply to new lines of business engaged in by the Company or any of its
subsidiaries subsequent to the termination of your employment. Nothing shall
prevent you from applying to the Company for a written waiver of the foregoing
non-competition provisions with
<PAGE>   4
 
respect to the particular application of such provisions subsequent to the
termination of your employment, the granting of which request for waiver shall
not be unreasonably withheld.
 
10.  Withholding.  The Company will be entitled to withhold from any payment
hereunder the amount of withholding required by law.
 
11.  Governing Law.  This Agreement will be construed, interpreted, and governed
in accordance with the laws of the State of New York, without reference to rules
relating to conflicts of law.
 
12.  Counterparts.  This Agreement may be signed in counterparts.
 
                                          Bowne & Co., Inc.
 
                                          By:
                                             --------------------------
Accepted and Agreed on this
26 day of March, 1996
 
- ------------------------------------------------------
Robert M. Johnson

<PAGE>   1
 
                                                                      EXHIBIT 21
 
                          SUBSIDIARIES OF THE COMPANY
 
     Listed below are the significant subsidiaries of the Company and their
jurisdictions of organization. All of such subsidiaries are wholly-owned by the
Company except as indicated in the notes. Other subsidiaries of the Company have
been omitted because, considered in the aggregate, they would not constitute a
significant subsidiary.
 
<TABLE>
<CAPTION>
                                                     JURISDICTION OF
     NAME OF SUBSIDIARY                              ORGANIZATION
     ------------------                              ---------------
     <S>                                             <C>
     Baseline Financial Services, Inc.(1)            New York
     Bowne Business Communications, Inc.             New York
     Bowne Business Services, Inc.(2)                New York
     Bowne Information Services, Inc.                New Jersey
     Bowne International, Inc.                       Delaware
     Bowne of Atlanta, Inc.                          Georgia
     Bowne of Boston, Inc.                           Massachusetts
     Bowne of Chicago, Inc.                          Delaware
     Bowne of Cleveland, Inc.                        Ohio
     Bowne of Dallas, Inc.                           Delaware
     Bowne of Los Angeles, Inc.                      California
     Bowne of New York City, Inc.                    New York
     Bowne of Phoenix, Inc.                          Arizona
     Bowne of Canada, Ltd.                           Ontario
     Bowne de Montreal, Inc.(3)                      Canada
     IDOC, Inc.(4)                                   California
</TABLE>
 
- ---------------
 
     (1) 90% owned by the Company. Sold in January, 1997.
     (2) 100% owned by Bowne Business Communications, Inc.
     (3) 100% owned by Bowne of Canada, Ltd.
     (4) 80% owned by the Company. Acquired November, 1996.

<PAGE>   1
 
                                                                     EXHIBIT  23
 
                        CONSENT OF INDEPENDENT AUDITORS
 
     We consent to the incorporation by reference in the Registration Statements
(Form S-8 Nos. 2-96887, 33-48831 and 33-35810 and Form S-3 No. 333-18629)
pertaining to the Stock Option Plans, Employees' Stock Purchase Plan and the
registration of 261,438 shares of Common Stock of Bowne & Co., Inc. and in the
related Prospectuses of our report dated December 10, 1996 with respect to the
consolidated financial statements and schedule of Bowne & Co., Inc. and
Subsidiaries included in the Annual Report (Form 10-K) for the year ended
October 31, 1996.
 
                                                  ERNST & YOUNG LLP
 
New York, New York
January 27, 1997

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS
PART OF THE ANNUAL REPORT ON FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH ANNUAL REPORT ON FORM 10-K.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          OCT-31-1996
<PERIOD-START>                             NOV-01-1995
<PERIOD-END>                               OCT-31-1996
<CASH>                                          31,879
<SECURITIES>                                     4,618    
<RECEIVABLES>                                  165,580
<ALLOWANCES>                                     8,763
<INVENTORY>                                     33,509
<CURRENT-ASSETS>                               234,903
<PP&E>                                         239,387
<DEPRECIATION>                                 110,804
<TOTAL-ASSETS>                                 385,822
<CURRENT-LIABILITIES>                           87,541
<BONDS>                                              0
<COMMON>                                           194
                                0
                                          0
<OTHER-SE>                                     280,540
<TOTAL-LIABILITY-AND-EQUITY>                   385,822
<SALES>                                        501,369
<TOTAL-REVENUES>                               506,274
<CGS>                                          276,141
<TOTAL-COSTS>                                  276,141
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 5,208
<INTEREST-EXPENSE>                                 677
<INCOME-PRETAX>                                 75,015
<INCOME-TAX>                                    32,512
<INCOME-CONTINUING>                             42,503
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    42,503
<EPS-PRIMARY>                                     2.42
<EPS-DILUTED>                                     2.42
        

</TABLE>


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