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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
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[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934
(Fee Required)
For the Fiscal Year Ended October 31, 1997
OR
[ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 (No Fee Required)
For the transition period from ____________ to ____________
Commission file number 1-5842
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Bowne & Co., Inc.
Employees' Stock Purchase Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
BOWNE & CO., INC.
345 Hudson Street
New York, New York 10014
(212) 924-5500
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ITEMS 1 AND 2. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE NUMBER
IN THIS REPORT
<S> <C>
Report of Independent Auditors. F-1
Statements of Financial Position -- October 31, 1997 and
1996. F-2
Statements of Income and Changes in Members' Equity -- Years
Ended October 31, 1997, 1996 and 1995. F-3
Note to Financial Statements. F-4
Schedules I, II and III have been omitted because the
information is given in the financial statements or note
thereto or is not required.
</TABLE>
EXHIBIT
<TABLE>
<S> <C>
Consent of Independent Auditors. F-5
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SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
TRUSTEES HAVE DULY CAUSED THIS ANNUAL REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED HEREUNTO DULY AUTHORIZED.
BOWNE & CO., INC.
EMPLOYEES' STOCK PURCHASE PLAN
(NAME OF PLAN)
By: JAMES P. O'NEIL
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(JAMES P. O'NEIL, TRUSTEE)
Dated: April 27, 1998
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REPORT OF INDEPENDENT AUDITORS
The Trustees
BOWNE & CO., INC.
EMPLOYEES' STOCK PURCHASE PLAN
We have audited the accompanying statements of financial position of Bowne
& Co., Inc. Employees' Stock Purchase Plan as of October 31, 1997 and 1996, and
the related statements of income and changes in members' equity for each of the
three years in the period ended October 31, 1997. These financial statements are
the responsibility of the Plan's Trustees. Our responsibility is to express an
opinion on these financial statements 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 the
Trustees, 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 financial position of Bowne & Co., Inc. Employees'
Stock Purchase Plan at October 31, 1997 and 1996, and the results of its
operations for each of the three years in the period ended October 31, 1997, in
conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
New York, New York
January 27, 1998
F-1
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BOWNE & CO., INC.
EMPLOYEES' STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL POSITION
OCTOBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Assets:
Cash................................................... $ 654,084 $ 157,856
Contributions receivable............................... 321,746 157,924
Investment in Bowne & Co., Inc. common stock, at market
value -- 505,520 shares in 1997 and 470,496 shares in
1996 (cost $9,048,239 in 1997 and $7,086,058 in
1996)................................................ 17,945,960 10,997,863
---------- ----------
Totals............................................ $18,921,790 $11,313,643
========== ==========
Liabilities and members' equity:
Undistributed accounts of former participants.......... $ 61,186 $ 23,947
Accrued expenses....................................... 26,500 26,150
Members' equity........................................ 18,834,104 11,263,546
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Totals............................................ $18,921,790 $11,313,643
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</TABLE>
See Note to Financial Statements.
F-2
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BOWNE & CO., INC.
EMPLOYEES' STOCK PURCHASE PLAN
STATEMENTS OF INCOME AND CHANGES IN MEMBERS' EQUITY
YEARS ENDED OCTOBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
1997 1996 1995
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<S> <C> <C> <C>
Dividend income from Bowne & Co., Inc................ $ 173,643 $ 165,373 $ 168,288
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Contributions by:
Employees....................................... 2,427,855 1,205,873 1,105,260
Participating companies......................... 1,213,928 602,936 552,630
----------- ---------- ---------
Total contributions................... 3,641,783 1,808,809 1,657,890
----------- ---------- ---------
Total additions....................... 3,815,426 1,974,182 1,826,178
----------- ---------- ---------
Less:
Distributions of former participants'
balances...................................... 2,316,966 2,255,422 1,285,634
Administrative expenses......................... 51,865 41,780 34,638
----------- ---------- ---------
Total deductions...................... 2,368,831 2,297,202 1,320,272
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Net increase (decrease) before realized and
unrealized gains and losses........................ 1,446,595 (323,020) 505,906
Net realized and unrealized gains.................... 6,123,963 2,252,580 1,249,532
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Net increase in members' equity...................... 7,570,558 1,929,560 1,755,438
Members' equity, beginning of year................... 11,263,546 9,333,986 7,578,548
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Members' equity, end of year......................... $18,834,104 $11,263,546 $9,333,986
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</TABLE>
See Note to Financial Statements.
F-3
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BOWNE & CO., INC.
EMPLOYEES' STOCK PURCHASE PLAN
NOTE TO FINANCIAL STATEMENTS
NOTE 1
Organization, operations and significant accounting policies:
The Plan became effective June 21, 1973 and is a qualified plan under the
Internal Revenue Code.
Operations of the Plan are funded through contributions received from
participating employees of Bowne & Co., Inc. and its subsidiaries which have
adopted the Plan and through contributions by the participating companies equal
to 50% of their employees' contributions. Participation in the Plan is
voluntary. For the years ended October 31, 1996 and 1995 participants could
contribute up to $100 per month. For the year ended October 31, 1997
participants could contribute up to $200 per month.
As of October 31, 1997, the participating companies in the Bowne & Co.,
Inc. Employees' Stock Purchase Plan were as follows:
Bowne & Co., Inc.
Bowne of Atlanta, Inc.
Bowne of Boston, Inc.
Bowne of Chicago, Inc.
Bowne of Cleveland, Inc.
Bowne of Dallas, Inc.
Bowne of Los Angeles, Inc.
Bowne of New York City, Inc.
Bowne of Phoenix, Inc.
Bowne Business Communications, Inc.
Bowne Information Services, Inc.
Bowne International, Inc.
The assets of the Plan are recorded at market value, measured by the
closing price listed by the American Stock Exchange.
Dividends received by the Plan are reinvested for the benefit of the
participants.
The Plan provides for 100% vesting in Company contributions in the event of
death permanent or total disability, and retirement or upon the completion of
five years of service. The nonvested portion of a participant's account at the
time of termination is returned to the contributing employer.
The Plan pays its direct administrative expenses. Bowne & Co., Inc.
provides administrative services to the Plan without charge.
F-4
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-35810) pertaining to the Bowne & Co., Inc. Employees' Stock
Purchase Plan and in the related Prospectus of our report dated January 27,
1998, with respect to the financial statements of Bowne & Co., Inc. Employees'
Stock Purchase Plan included in this Annual Report (Form 11-K) for the year
ended October 31, 1997.
ERNST & YOUNG LLP
New York, New York
April 27, 1998
F-5