UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 2, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8712
BOWATER INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 62-0721803
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 East Camperdown Way, P.O. Box 1028, Greenville, SC 29602
(Address of principal executive offices) (Zip Code)
(803) 271-7733
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report.)
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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of August 10, 1994.
Class Outstanding at August 10, 1994
Common Stock, $1.00 Par Value 36,604,486 Shares
<PAGE>
BOWATER INCORPORATED
I N D E X
Page
Number
PART I FINANCIAL INFORMATION
1. Financial Statements:
Consolidated Balance Sheet at July 2, 1994
and December 31, 1993 3
Consolidated Statement of Operations for the Three
and Six Months Ended July 2, 1994 and July 3, 1993 4
Consolidated Statement of Capital Accounts
for the Six Months Ended July 2, 1994 5
Consolidated Statement of Cash Flows for the
Six Months Ended July 2, 1994 and July 3, 1993 6
Notes to Consolidated Financial Statements 7-8
2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-13
PART II OTHER INFORMATION
4. Submission of Matters to a Vote of Security Holders 14
SIGNATURES 15
(2)
<PAGE>
PART I BOWATER INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
July 2, December 31,
1994 1993
<S> <C> <C>
ASSETS
Current assets:
Cash $ 21,032 $ 16,258
Marketable securities, at cost which approximates market 161,100 65,408
Accounts receivable, net 169,447 170,737
Inventories 157,819 149,431
Deferred income taxes 10,923 10,923
Other current assets 6,678 6,720
Total current assets 526,999 419,477
Timber and timberlands 427,037 422,521
Fixed assets, net 1,716,351 1,750,719
Intangible assets 55,964 57,208
Other assets 75,686 76,253
$2,802,037 $2,726,178
LIABILITIES AND CAPITAL
Current liabilities:
Current instalments of long-term debt $ 1,797 $ 1,796
Accounts payable and accrued liabilities 187,032 195,546
Income taxes payable 10,659 35,882
Dividends payable 2,558 6,079
Total current liabilities 202,046 239,303
Long-term debt, net of current instalments 1,117,641 1,118,403
Other long-term liabilities 149,263 144,802
Deferred income taxes 253,164 272,065
Minority interests in subsidiaries 136,713 144,749
Commitments and contingencies (See note 8.)
Redeemable LIBOR preferred stock 74,429 74,368
Shareholders' equity:
Convertible preferred stock 111,341 -
Cumulative preferred stock 81,900 -
Common stock 36,964 36,913
Additional paid-in capital 333,665 332,661
Retained earnings 333,787 388,663
Equity adjustment from foreign currency translation (6,339) (1,351)
Loan to ESOT (10,438) (11,245)
Treasury stock, at cost (12,099) (13,153)
Total shareholders' equity 868,781 732,488
$2,802,037 $2,726,178
</TABLE>
See accompanying notes to consolidated financial statements.
(3)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(In Thousands Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
July 2, July 3, July 2, July 3,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Net sales $ 320,066 $328,702 $628,958 $ 677,623
Cost of sales 265,711 276,647 528,619 584,495
Depreciation, amortization and cost of timber harvested 41,071 39,712 83,232 81,887
Gross profit 13,284 12,343 17,107 11,241
Selling and administrative expense 18,960 17,602 37,523 34,395
Operating loss (5,676) (5,259) (20,416) (23,154)
Other expense (income):
Interest income (2,651) (667) (3,947) (3,036)
Interest expense, net of capitalized interest 24,684 24,544 49,603 48,935
Other, net (2,623) (1,480) (2,514) (2,641)
19,410 22,397 43,142 43,258
Loss before income taxes and minority interests (25,086) (27,656) (63,558) (66,412)
Provision for income taxes (9,090) (10,232) (23,515) (24,571)
Minority interests in net loss of subsidiaries (1,115) (1,815) (3,722) (3,287)
Net loss $ (14,881) $(15,609) $(36,321) $(38,554)
Loss per share $ (0.53) $ (0.45) $ (1.20) $ (1.09)
Average shares outstanding 36,499 36,351 36,480 36,349
</TABLE>
See accompanying notes to consolidated financial statements.
(4)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CAPITAL ACCOUNTS
Six Months Ended July 2, 1994
(Unaudited)
(In Thousands Except Per Share Amounts)
<TABLE>
<CAPTION>
Equity
LIBOR Convertible Cumulative Additional Adjustment -
Preferred Preferred Preferred Common Paid in Retained Foreign Loan to Treasury
Stock Stock Stock Stock Capital Earnings Currency ESOT Stock
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1993 $74,368 $ - $ - $36,913 $332,661 $388,663 $(1,351) $(11,245) $(13,153)
Net loss - - - - - (36,321) - - -
Common stock dividends ($.30 per share) - - - - - (10,838) - - -
Preferred stock dividends
Libor preferred ($.76 per share) - - - - - (1,140) - - -
Convertible preferred ($2.61 per share) - - - - - (3,198) - - -
Cumulative preferred ($3.66 per share) - - - - - (3,113) - - -
Increase in stated value of LIBOR
preferred stock 61 - - - - (61) - - -
Common stock issued under stock
option plans - - - 51 1,004 - - - -
Preferred stock issued, net of issuance costs - 111,341 81,900 - - - - - -
Reduction in loan to ESOT - - - - - - - 807 -
Treasury stock used for employee
benefit and dividend reinvestment plans - - - - - (205) - - 1,054
Foreign currency translation - - - - - - (4,988) - -
Balance at July 2, 1994 $74,429 $111,341 $81,900 $36,964 $333,665 $333,787 $(6,339) $(10,438) $(12,099)
</TABLE>
See accompanying notes to consolidated financial statements.
(5)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Six Months Ended
July 2, July 3,
1994 1993
<S> <C> <C>
Cash flow from (used for) operating activities:
Operating loss $ (20,416) $ (23,154)
Depreciation, amortization and cost of timber harvested 83,232 81,887
Changes in working capital:
Receivables 1,290 (55,541)
Inventories (8,388) (7,325)
Accounts payable and accrued liabilities (8,040) (24,533)
Other working capital 43 5,297
Interest paid, net of capitalized interest (49,137) (48,691)
Income taxes refunded (paid) (20,698) 20,060
Other income, net 11,035 11,850
(11,079) (40,150)
Cash flow from (used for) investing activities:
Cash invested in fixed assets, timber and
timberlands (58,989) (67,263)
Disposition of fixed assets, timber and timberlands 1,051 1,407
(57,938) (65,856)
Cash flow from (used for) financing activities:
Issuance of Series B & C preferred stock, net of issuance costs 193,241 -
Cash dividends, including minority interests (22,315) (22,976)
Net borrowings (payments) (805) (1,073)
Funds released from trustee - 31,469
Other (638) (1,684)
169,483 5,736
Increase (decrease) in cash and marketable securities 100,466 (100,270)
Cash and marketable securities:
Beginning of year 81,666 165,942
End of period $ 182,132 $ 65,672
</TABLE>
See accompanying notes to consolidated financial statements.
(6)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1) The accompanying consolidated financial statements include the accounts of
Bowater Incorporated and Subsidiaries (the Company). The consolidated
balance sheet as of July 2, 1994 and the related consolidated statements of
operations, capital accounts and cash flows for the interim periods ended
July 2, 1994 and July 3, 1993 are unaudited. However, in the opinion of
Company management, all adjustments (consisting of normal recurring
adjustments) necessary for fair presentation of the interim financial
statements have been made. The results of the interim period ended July 2,
1994 are not necessarily indicative of the results to be expected for the
full year.
2) The composition of inventories at July 2, 1994 and December 31, 1993 was as
follows (in thousands):
July 2, 1994 December 31, 1993
(Unaudited)
At lower of cost or market:
Raw materials $ 30,155 $ 33,090
Work in process 2,010 2,697
Finished goods 53,324 41,070
Mill stores and other supplies 80,143 79,209
165,632 156,066
Excess of current cost over
LIFO inventory value (7,813) (6,635)
$157,819 $149,431
3) During the first quarter of 1994, the Company completed two public offerings
of preferred stock. The Company sold 4,893,616 depositary shares, priced at
$23.50 per share, each representing one-fourth of a share of 7% Series B
Convertible Preferred Stock referred to as Preferred Redeemable Increased
Dividend Equity Securities (PRIDES). The conversion premium is 22 percent.
The Company also sold 3,400,000 depositary shares, priced at $25.00 per
share, each representing one-fourth of a share of 8.40% Series C Cumulative
Preferred Stock. The net proceeds of both offerings, after deducting
applicable issuance costs and expenses, were $193,241,000.
4) Net loss used in the calculation of loss per share has been increased by the
dividend requirements of the Company's LIBOR, Series B, and Series C
preferred stock. The shares of 7% PRIDES are common stock equivalents.
However, due to the net loss incurred, the effect on loss per share is
antidilutive.
5) Total interest expense during the first six months of 1994 and 1993 was
$49,734,000 and $50,723,000 respectively. In 1994 and 1993, $131,000 and
$1,788,000 of interest expense was capitalized, respectively.
6) The Company's marketable securities are recorded at cost which approximates
market value. The securities are all investment grade with maturities of
fewer than 90 days and the Company has the intent and ability to hold these
securities until maturity.
(7)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
7) In the first quarter of 1994, the Company changed its classification of
certain selling and administrative expenses and allocation of certain costs
due to the recent consolidation of the corporate office with operations in
Greenville, South Carolina. These changes are reflected in the Consolidated
Statement of Operations for the three month and six month period ended July
2, 1994. Prior year amounts have not been restated due to the prospective
nature of the change. The comparable amounts for the three month and six
month period ended July 3, 1993 for the lines entitled "Cost of Goods Sold"
and "Selling and Administrative Expense" are $273,373,000 and $578,292,000,
and $20,876,000 and $40,598,000, respectively.
8) Payment for the new recovery boiler at the Company's Calhoun, Tennessee,
mill site is expected to be made during the second half of 1994 totaling
approximately $105,000,000.
The Company is also involved in various litigation relating to contracts,
commercial disputes, tax, environmental, workers' compensation and other
matters. The Company's management is of the opinion that the ultimate
disposition of these matters will not have a material adverse effect on
the Company's operations or its financial condition taken as a whole.
(8)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Summary
Bowater Incorporated incurred a net loss for the second quarter of 1994
of $14.9 million, or $.53 per share, on net sales of $320.1 million. For the
same period of 1993, the Company incurred a loss of $15.6 million, or $.45 per
share, on net sales of $328.7 million. During the first quarter of 1994, the
Company completed the public offering of 7% PRIDES Series B Convertible
Preferred Stock (Series B) and 8.40% Series C Cumulative Preferred Stock
(Series C). Preferred dividends relating to these issues increased the loss
per share by $.10 for the second quarter of 1994.
For the first six months of 1994, the Company incurred a net loss of
$36.3 million, or $1.20 per share, on net sales of $629.0 million. This
compares to a loss of $38.6 million, or $1.09 per share, on net sales of
$677.6 million. Preferred dividends relating to the recently issued preferred
stock increased the loss per share by $.17 for the six months ended July 2,
1994.
During the first quarter of 1994, the Company changed its segment
reporting by eliminating the Communication Papers segment. All of the
Company's products are now classified as pulp, paper, and related products.
This is a result of the Company's decision to manufacture a substantial
portion of the paper used by the communication papers converting business,
thereby integrating it with its core business. For comparison purposes,
prior year information relating to the Communication Papers segment has
also been combined.
Product Line Information:
Quarter Ended Six Months Ended
July 2, July 3, July 2, July 3,
1994 1993 1994 1993
Net sales:
Newsprint $146,818 $149,203 $285,111 $305,990
Directory and uncoated
specialties 38,057 39,633 78,155 87,133
Coated paper 71,176 82,037 144,811 156,402
Pulp 32,477 24,492 54,435 53,063
Communication papers 43,555 46,891 88,938 99,343
Lumber, stumpage and
other products 21,310 20,965 43,303 48,188
Distribution costs (33,327) (34,519) (65,795) (72,496)
$320,066 $328,702 $628,958 $677,623
Operating loss $ (5,676) $ (5,259) $(20,416) $(23,154)
(9)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Six Months Ended July 2, 1994 versus July 3, 1993
For the first six months of 1994, the Company's operating loss of $20.4
million declined $2.7 million compared to the first six months of 1993.
Operating results for market pulp as well as the Company's directory and
communication papers product lines improved during this period, offset by lower
operating results for newsprint. The Company continued to reduce operating
costs in all of its product lines to help offset the negative impact of poor
market conditions that affected many of the Company's products. A detailed
review of the Company's major product lines follows.
The Company's market pulp operating results improved during the first
six months of 1994 as average transaction prices increased 9.8 percent compared
to the first six months of 1993, while operating costs decreased 3.6 percent.
Three list price increases for southern softwood pulp went into effect during
the first six months of 1994 totaling $160 per metric ton, and most major
producers have announced a fourth price increase for southern softwood pulp of
$70 per metric ton effective August/September, 1994. There are several reasons
for these increases : NORSCAN (U.S., Canada, Finland, Norway, and Sweden)
shipments of softwood market pulp increased 7.5 percent during the first six
months of 1994 compared to the first six months of 1993; producer inventories
remained low during the first six months of 1994 due to increased demand; a
possible strike in British Columbia is still threatened; wood shortages have
affected some overseas producers; and lastly, several new Asian pulp mills
scheduled to begin production in the second quarter of 1994, have been delayed
to the fourth quarter of 1994. All of these items have helped to increase
transaction prices.
The operating results from the Company's newsprint product line
decreased during the first six months of 1994 versus the first six months of
1993 as average transaction prices decreased 9.2 percent. On a positive note,
U. S. newsprint consumption increased 2.4 percent for the first six months of
1994 compared to the same period in 1993. Due to the increased market
consumption during the first half of 1994, the Company, along with other east
coast newsprint producers, announced a reduction in discounts allowed off list
price of 7 percent. This reduction in discounts was completely implemented in
the second quarter of 1994. The Company, along with other east coast newsprint
producers, also announced a further reduction in discounts allowed off list
price of 6 percent effective August 15, 1994. Significant improvements in the
newsprint sector are dependent upon continued increases in the rate of newsprint
consumption and the extent of economic recovery worldwide.
Directory operating results improved during the first six months of 1994
compared to the first six months of 1993. Operating costs decreased 2.1 percent
and average transaction prices increased 1.2 percent comparing these periods.
U. S. purchases of uncoated groundwood papers, which includes directory,
increased 5.4 percent during the first six months of 1994 compared to the same
period last year. Major producers of uncoated groundwood papers have announced
price increases for the second half of 1994, based upon the strong demand
experienced in recent months.
(10)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Coated groundwood paper operating results decreased slightly during the
first six months of 1994 compared to the first six months of 1993 due to
continued competition from offshore imports. Comparing these periods, average
transaction prices decreased 2.6 percent, offset by a decrease in operating
costs of 2.7 percent. U. S. purchases of coated groundwood papers decreased 3.5
percent for the first six months of 1994 compared to the same period last year.
The Company's tonnage shipments of coated groundwood for the first half of 1994
versus the same period last year decreased 4.9 percent. Despite these
statistics, industry producers are anticipating an increase in demand for 1994.
This is based on; magazine/catalog publishers lowering inventory during the
first half of 1994, and an expectation that catalog publishers will print spring
catalogs early to avoid the February, 1995, postal increase. Along with other
coated groundwood producers, the Company has announced a $50 per short ton
transaction price increase effective July 1, 1994.
The Company's communication papers product line improved during the
first half of 1994 compared to the first half of 1993, as operating costs
decreased 3.8 percent and average transaction prices increased. Some of the
price improvement was due to changes in product mix. Profitability for this
product line depends on the Company's ability to; produce communication papers
internally, introduce new products, and maintain control over operating costs.
For the first half of 1994, lumber operating results improved compared
to the first half of 1993 as the Company's average transaction prices increased
13.4 percent. Demand surged as new housing starts in the U. S. increased 21.0
percent during the first five months of 1994 compared to the same period last
year. On the supply side, U. S. framing lumber exports decreased and U. S.
imports increased providing an additional supply of framing lumber in the U. S.
market.
Interest Expense
Total interest expense for the first six months of 1994 was $49.7
million versus $50.7 million in the first six months of 1993 due to the slightly
lower average level of borrowings outstanding during 1994. Comparing the same
periods, capitalized interest was $.1 million versus $1.8 million, due to the
lower level of qualifying capital expenditures in 1994.
Income Taxes
The Company provided an income tax benefit for the first six months of
1994 and 1993 due to the pre-tax loss incurred in both periods. The effective
tax rate for the first half of 1994 and 1993 was 37.0 percent. During the first
quarter of 1994, the Company paid $29.4 million to the Internal Revenue Service
for tax assessments relating to prior years. This amount was fully provided for
in the Consolidated Balance Sheet as of December 31, 1993.
(11)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Three Months Ended July 2, 1994 versus July 3, 1993
For the second quarter of 1994, the Company's operating loss of $5.7
million increased $.4 million compared to the second quarter of 1993. Operating
results for both the newsprint and coated paper product lines deteriorated,
offset by improved operating results in the Company's market pulp, communication
papers, and lumber product lines.
The Company's newsprint average transaction prices for the second
quarter of 1994 were 10.5 percent lower than the second quarter of 1993, despite
a 7 percent reduction in discounts allowed off list price which was being
implemented during the second quarter of 1994. Another 6 percent reduction in
discounts allowed off list price was announced by the Company in May, 1994,
effective August 15, 1994. U. S. newsprint consumption continued to increase in
the second quarter of 1994, compared to the second quarter of 1993 and the first quarter
of 1994. The Company's tonnage shipments increased 9.9 percent comparing the
second quarter of 1994 to the same period in 1993.
Coated paper operating results deteriorated during the second quarter of
1994, compared to the second quarter of 1993, as increased competition from
imports and weak demand lowered selling prices. The Company's average
transaction prices decreased 5.8 percent comparing these periods. In addition,
the Company's coated paper operating costs decreased 4.4 percent, which offset
some of the negative impact of the price decline.
The Company's market pulp operating results improved during the second
quarter of 1994 compared to the first quarter of 1993 as market pulp average
transaction prices increased 16.6 percent. During the second quarter, major
producers of softwood market pulp increased their list price by $60 per metric
ton, taking advantage of the recent increases in demand and decreases in supply.
The current economic recovery evidenced in the U. S. and abroad, albeit slow,
has helped increase demand in the domestic and overseas pulp markets. A $70 per
metric ton list price increase is scheduled for the third quarter of 1994.
Communication papers operating results improved during the second
quarter of 1994 compared to the second quarter of 1993. This improvement was a
result of an 11.4 percent decline in operating costs.
Lumber operating results increased in the second quarter of 1994
compared to the second quarter of 1993, as the Company realized higher average
transaction prices. There is however, some concern by industry observers that
prices may stabilize or fall in the near future. These concerns are a result of
the increased lumber supply in the domestic market and an uncertainty about the
effect of increasing mortgage rates on the housing market.
(12)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Interest Expense
Total interest expense for the second quarter of 1994 was $24.7 million
versus $25.1 million for the second quarter of 1993, due to the slightly lower
average level of borrowings outstanding during 1994. In 1994's second quarter,
$51,000 of interest was capitalized versus $0.6 million in 1993, due to the
lower level of qualifying capital expenditures in 1994.
Income Taxes
The Company provided an income tax benefit for the second quarter of
1994 and 1993 due to the pre-tax loss incurred in both quarters. The effective
tax rate for the second quarter of 1994 was 36.2 percent versus 37.0 percent for
the same period last year.
Liquidity and Capital Resources
For the first half of 1994, the Company's operations used $11.1 million
of cash compared to using $40.2 million of cash during the first half of 1993, a
$29.1 million improvement. In the first six months of 1994, the Company's
operating loss was $2.7 million lower and working capital improved by $67.0
million. The reason for the large improvement in working capital was the
decision made by the Company to discontinue selling receivables under the asset
securitization program during the first quarter of 1993. Offsetting the
operating income and working capital improvement was an increase in income taxes
paid of $40.8 million. In the first quarter of 1993, the Company received tax
refunds of $19.7 million due to the loss incurred in 1992. During the first
half of 1994, the Company paid $29.4 million for tax assessments relating to
prior years, offset by additional tax refunds of $8.3 million due to the loss
incurred in 1993.
Capital expenditures for the first six months of 1994 decreased $7.9
million compared to the first six months of 1993. The completion of the
newsprint recycling plant at the East Millinocket, Maine, mill and the near
completion of the new recovery boiler at the Calhoun, Tennessee, mill accounted
for the reduced cash expenditures.
During the first quarter of 1994, the Company completed the public
offering of Series B and Series C Preferred Stock. The net proceeds of both
offerings, after deducting applicable issuance costs and expenses, were
$193,241,000. The proceeds of the offerings are being used by the Company to
fund: the new recovery boiler at the Calhoun, Tennessee, mill; capital
expenditures and other costs associated with the closure of certain obsolete
facilities at the Millinocket, Maine, mill; the costs associated with the
previously announced companywide personnel reductions and general corporate
purposes.
As of July 2, 1994, the Company had $161.1 million of marketable
securities. The large increase from December 31, 1993, was a result of the two
preferred stock offerings completed during the first quarter of 1994. The
marketable securities are all investment grade with maturities of fewer than 90
days.
(13)
<PAGE>
PART II
OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
On May 25, 1994, at the Company's Annual Meeting of Shareholders,
the following matters were submitted to a vote of the shareholders:
A resolution electing the following class of directors for a term of
three years: Anthony P. Gammie (32,866,307 votes in favor; 299,071
votes withheld); H. Gordon MacNeill (32,869,615 votes in favor; 295,763
votes withheld); Richard Barth (32,822,035 votes in favor; 343,343 votes
withheld); and James White (32,822,575 votes in favor; 342,803 votes
withheld). The names of each other director whose term of office as a
director continued after the meeting are: Hugh D. Aycock, Donald R.
Melville, Richard Laster, Francis J. Aguilar, John A. Rolls, and Kenneth M.
Curtis.
A resolution ratifying the appointment of KPMG Peat Marwick as
independent auditors for the Company. The resolution was passed by a vote
of 32,873,274 votes in favor; 39,379 votes against; and 252,725
abstentions.
(14)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements 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.
BOWATER INCORPORATED
By R. C. Lancaster
R. C. Lancaster
Senior Vice President and
Chief Financial Officer
By M. F. Nocito
M. F. Nocito
Vice President - Controller
Dated: August 12, 1994
(15)
