<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 1994.
REGISTRATION NO. 33-51569
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BOWATER INCORPORATED
(Exact name of registrant as specified in its charter)
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DELAWARE 62-0721803
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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55 EAST CAMPERDOWN WAY
POST OFFICE BOX 1028
GREENVILLE, SOUTH CAROLINA 29602
(803) 271-7733
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
WENDY C. SHIBA, ESQ.
SECRETARY AND ASSISTANT GENERAL COUNSEL
BOWATER INCORPORATED
55 EAST CAMPERDOWN WAY
POST OFFICE BOX 1028
GREENVILLE, SOUTH CAROLINA 29602
(803) 271-7733
(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)
THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
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JAMES M. SHOEMAKER, JR., ESQ. DAVID O. BROWNWOOD, ESQ.
WYCHE, BURGESS, FREEMAN & PARHAM, P.A. CRAVATH, SWAINE & MOORE
44 EAST CAMPERDOWN WAY WORLDWIDE PLAZA
POST OFFICE BOX 728 825 EIGHTH AVENUE
GREENVILLE, SOUTH CAROLINA 29602-0728 NEW YORK, NEW YORK 10019
(803) 242-3131 (212) 474-1000
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC. As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. ( )
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities being offered only in connection with dividend or
interest reinvestment plans, check the following box. ( )
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JANUARY 13, 1994
P R O S P E C T U S
4,500,000 DEPOSITARY SHARES
(Logo, see appendix)
EACH REPRESENTING A ONE-FOURTH INTEREST IN A SHARE OF
% PRIDES(SM)
SERIES B CONVERTIBLE PREFERRED STOCK, PAR VALUE $1 PER SHARE
Each of the 4,500,000 Depositary Shares offered hereby (the Depositary
Shares) represents a one-fourth interest in a share of Preferred Redeemable
Increased Dividend Equity Securities(SM), % PRIDES(SM), Series B Convertible
Preferred Stock, par value $1 per share (PRIDES), of Bowater Incorporated (the
Company) to be deposited with Trust Company Bank, as the Depositary, and
entitles the holder to that proportion of all the rights, preferences and
privileges of the share of PRIDES represented thereby.
The annual dividend payable with respect to each Depositary Share is $
(being one-fourth of the annual dividend rate of $ for each share of
PRIDES), and will be cumulative from the date of issuance and will be payable
quarterly in arrears, commencing April 1, 1994. The liquidation preference
applicable to each Depositary Share (being one-fourth of the liquidation
preference of each share of PRIDES) is equal to the sum of (i) the per share
price to public shown below and (ii) one-fourth of the amount of accrued and
unpaid dividends on each share of PRIDES.
On January 1, 1998 (the Mandatory Conversion Date), unless either
previously called for redemption or converted at the option of the holder, each
of the outstanding Depositary Shares will mandatorily convert into (i) one share
of Common Stock of the Company, par value $1 per share (the Common Stock),
subject to adjustment in certain events and (ii) the right to receive in cash an
amount equal to all accrued and unpaid dividends with respect to such Depositary
Share.
Shares of PRIDES (and the related Depositary Shares) are not redeemable
prior to January 1, 1997. At any time, and from time to time, on or after
January 1, 1997, and ending immediately prior to the Mandatory Conversion Date,
the Company may redeem any or all of the outstanding shares of PRIDES (and
thereby the related Depositary Shares). Upon any such redemption, each holder
will receive, in exchange for each Depositary Share so redeemed, Common Stock
having a Current Market Price (as defined herein) on the applicable date of
determination equal to the sum of (i) $ (equivalent to $ for each
share of PRIDES) initially, declining after January 1, 1997 as set forth herein,
to $ (equivalent to $ for each share of PRIDES) until the Mandatory
Conversion Date and (ii) all accrued and unpaid dividends thereon (the Call
Price), but in no event less than of a share of Common Stock.
At any time prior to the Mandatory Conversion Date, unless previously
redeemed, each of the Depositary Shares is convertible at the option of the
holder thereof into of a share of Common Stock (equivalent to a conversion
price of $ per share of Common Stock (the Conversion Price)), subject to
adjustment in certain events (such conversion rate being equivalent to
shares of Common Stock for each share of PRIDES). The number of shares of Common
Stock a holder will receive upon redemption, and the value of the shares
received upon conversion, will vary depending on the market price of the Common
Stock from time to time, all as set forth herein.
Dividends on the Depositary Shares will accrue at a higher rate than the
rate at which dividends are currently paid on the Common Stock. The opportunity
for equity appreciation afforded by an investment in the Depositary Shares (and
the shares of PRIDES represented thereby) is less than that afforded by an
investment in the Common Stock because the Company may, at its option, redeem
the shares of PRIDES (and thereby the Depositary Shares) at any time on or after
January 1, 1997, and prior to the Mandatory Conversion Date and may be expected
to do so if the Current Market Price of the Common Stock exceeds the Call Price.
In such event, a holder of a Depositary Share will receive less than one share
of Common Stock, but no less than of a share of Common Stock. The per share
value of the Common Stock received by holders of Depositary Shares may be more
or less than the per share amount paid for the Depositary Shares offered hereby,
due to market fluctuations in the price of the Common Stock.
For a detailed description of the terms of PRIDES and the Depositary
Shares, see Description of PRIDES and Description of Depositary Shares. See
Certain Investment Considerations for certain considerations relevant to the
Depositary Shares offered hereby.
The offering of the shares of PRIDES is being conducted at approximately
the same time as an offering of $ million of non-convertible Series C
Cumulative Preferred Stock (the Series C Preferred Stock). The closings of the
two offerings are not contingent upon each other. The shares of PRIDES will
rank, as to payment of dividends and distribution of assets upon liquidation,
PARI PASSU with the Company's outstanding LIBOR Preferred Stock, Series A, and
the Series C Preferred Stock. Application has been made to list the Depositary
Shares on the New York Stock Exchange (NYSE). On January 11, 1994, the last
reported sale price of the Common Stock on the NYSE was $24 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
[CAPTION]
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC (1) DISCOUNT (2) COMPANY (1)(3)
<S> <C> <C> <C>
Per Depositary Share.................................. $ $ $
Total (4)............................................. $ $ $
</TABLE>
(1) Plus one-fourth of accrued dividends on the shares of PRIDES, if any, from
the date of initial issuance.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See Underwriting.
(3) Before deducting estimated expenses payable by the Company of $ .
(4) The Company has granted to the Underwriters an option, exercisable within 30
days after the date of this Prospectus, to purchase up to an additional
Depositary Shares at the price to public, less the underwriting discount,
solely to cover over-allotments, if any. If such option is exercised in
full, the Price to Public, Underwriting Discount, and Proceeds to Company
will be $ , $ , and $ , respectively. See
Underwriting.
The Depositary Shares are offered by the Underwriters, as specified herein,
subject to prior sale when, as and if delivered to and accepted by them, subject
to approval of certain legal matters by counsel for the Underwriters and to
certain other conditions. The Underwriters reserve the right to withdraw, cancel
or modify such offer and to reject orders in whole or in part. It is expected
that delivery of the Depositary Receipts evidencing the Depositary Shares
offered hereby will be made in New York, New York, on or about , 1994.
(SM)Service mark of Merrill Lynch & Co., Inc.
MERRILL LYNCH & CO. SALOMON BROTHERS INC
This Prospectus is printed on recycled paper manufactured by the Company.
The date of this Prospectus is , 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEPOSITARY
SHARES OFFERED HEREBY OR THE COMPANY'S COMMON STOCK, OR BOTH, AT LEVELS ABOVE
THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE
EFFECTED ON THE NEW YORK STOCK EXCHANGE OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
Bowater Incorporated (the Company) is currently subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the 1934 Act), and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the Commission).
Such reports, proxy statements and other information can be inspected and copied
at the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
regional offices of the Commission located at Seven World Trade Center, New
York, New York 10048 and Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material can also be obtained upon
written request addressed to the Securities and Exchange Commission, Public
Reference Section, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. In addition, such reports, proxy statements and
other information can be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005 and the Pacific Stock
Exchange Incorporated, 301 Pine Street, San Francisco, California 94104.
The Company has filed with the Commission a registration statement on Form
S-3 (together with all amendments and exhibits, the Registration Statement)
under the Securities Act of 1933, as amended (the Securities Act), in connection
with this offering. In accordance with the relevant rules and regulations of the
Commission, this Prospectus, which forms a part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement.
Statements contained herein concerning provisions of certain documents are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference. For further information, reference is hereby made to the
Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference into this Prospectus, and made a
part hereof, the following documents previously filed with the Commission
pursuant to the 1934 Act (Commission File No. 1-8712):
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1992.
2. The Company's Amendment to Annual Report on Form 8, dated April 12,
1993.
3. The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended April 3, 1993, July 3, 1993, and October 2, 1993.
4. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A dated May 7, 1984, and any
amendment or report filed for the purpose of updating such
description.
5. The description of the Junior Participating Preferred Stock, Series
A Purchase Rights, contained in the Company's Registration
Statement on Form 8-A, dated May 6, 1986, and any amendment or
report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the Depositary Shares made hereby shall be deemed
to be incorporated by reference into this Prospectus and to be a part hereof
from the respective dates of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner of Depositary Shares, to whom a copy of this
Prospectus has been delivered, upon written or oral request, a copy of all the
documents referred to above that have been or will be incorporated in this
Prospectus by reference, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference into such documents).
Requests for such copies should be directed to Ms. SuAnne B. Aune,
Director -- Investor Relations, Bowater Incorporated, 55 East Camperdown Way,
Post Office Box 1028, Greenville, South Carolina 29602 (telephone (803)
271-7733).
2
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY SHOULD BE READ IN CONJUNCTION WITH, AND IS QUALIFIED
IN ITS ENTIRETY BY, THE DETAILED INFORMATION AND FINANCIAL STATEMENTS (INCLUDING
THE NOTES THERETO) APPEARING ELSEWHERE IN, OR INCORPORATED BY REFERENCE INTO,
THIS PROSPECTUS. UNLESS OTHERWISE INDICATED, ALL INFORMATION IN THIS PROSPECTUS
ASSUMES THAT THE UNDERWRITERS' OVER-ALLOTMENT OPTION WILL NOT BE EXERCISED. ALL
TONNAGE INFORMATION IN THIS PROSPECTUS IS BASED ON THE SHORT TON UNIT OF WEIGHT
(EQUIVALENT TO 2,000 POUNDS). EXCEPT AS OTHERWISE INDICATED, ALL REFERENCES TO
THE COMPANY INCLUDE REFERENCES TO THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES.
FOR THE DEFINITION OF CERTAIN TECHNICAL TERMS USED HEREIN, SEE TECHNICAL
GLOSSARY.
THE COMPANY
The Company is a major producer of world-traded wood fiber products,
including virgin and recycled content printing papers. The Company is:
(bullet) the largest United States and third largest North American
manufacturer of newsprint, having produced approximately 1.6
million tons of newsprint in 1992,
(bullet) a major producer of coated and uncoated groundwood specialty
paper for magazines, catalogs, printed promotional pieces,
directories and other similar uses, having produced
approximately 642,000 tons of coated and uncoated groundwood
specialty paper in 1992,
(bullet) a leading converter of paper into communication papers used in
computers and other business applications, having converted
paper into approximately 204,000 tons of business forms in 1992,
and
(bullet) a supplier of market pulp and lumber products, having produced
approximately 331,000 tons of market pulp and 191.6 million
board feet of lumber in 1992.
Approximately 82 percent of the Company's 1992 sales were made in the
United States, with the balance made in export markets. Generally the Company
markets and distributes its products in the United States through its own sales
force and in the export markets through independent agents.
The Company's objective is to become the leading worldwide supplier of a
broad range of groundwood based paper products. To achieve this objective, the
Company focuses on product quality, customer service and costs. The Company
strives to remain a low cost producer and distributor in each of its product
categories and believes that its abundant fiber base, stable and well-trained
work force and strategic mill locations support this goal. The Company believes
that its attention to quality and commitment to customer service and
satisfaction have made it a preferred supplier in many of its market segments.
Recently, the Company has sought to enhance its margins by increasing the
percentage of higher value-added products in its product base and by introducing
new products. The Company has redirected some of its newsprint manufacturing
capacity to the manufacture of directory and other uncoated groundwood specialty
papers, which typically generate higher margins than newsprint. The Company also
manufactures a significant portion of the uncoated groundwood specialty paper
used in its communication papers converting business.
The Company is a leader in utilizing post-consumer wastepaper in the
manufacture of certain of its products. Due to new legislation and consumer
preference, the demand for newsprint and uncoated groundwood specialty paper
containing recycled fiber has increased significantly in recent years. The
Company believes that its ability to produce paper with recycled content has
become an important competitive factor.
The Company operates four paper mills and two sawmills in the United States
and one paper mill and one sawmill in Canada. These operations are fully
integrated and are supported by approximately 4.0 million acres of timberlands
(almost all of which are owned by the Company). The Company has invested
approximately $1.1 billion in its facilities since 1988, principally to improve
their efficiency and to add production and recycling capacity. As of June 1993,
five of the Company's nine newsprint machines were ranked among the top twelve
most efficient in the industry. As a result, the Company believes it is well
positioned to take advantage of improvements in its primary markets when and if
they occur.
The Company was incorporated in Delaware in 1964. The Company's principal
executive offices are located at 55 East Camperdown Way, Greenville, South
Carolina 29601 (telephone (803) 271-7733).
3
<PAGE>
THE OFFERING
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SECURITIES...................................... Depositary Shares, each such share representing a one-fourth interest in a
share of PRIDES and entitling the holder to that proportion of all the
rights, preferences, and privileges of a share of PRIDES (including
dividend, voting, conversion, and liquidation rights and preferences)
represented thereby, are offered hereby. The Depositary Shares mandatorily
convert into shares of Common Stock on January 1, 1998 (the Mandatory
Conversion Date), and the Company has the option to redeem the shares of
PRIDES (and the related Depositary Shares), in whole or in part, at any
time and from time to time on or after January 1, 1997, and prior to the
Mandatory Conversion Date at the PRIDES Call Price (as defined herein),
payable in shares of Common Stock. In addition, the Depositary Shares are
convertible at the option of the holder at any time prior to the Mandatory
Conversion Date as set forth below.
DIVIDENDS....................................... Annual cumulative dividends accrue at a rate of % of the stated
liquidation preference per annum (equivalent to a rate of $ per annum
for each Depositary Share and $ per annum for each share of PRIDES),
from the date of initial issuance, payable quarterly in arrears on each
January 1, April 1, July 1, and October 1, or, if any such date is not a
business day, on the next succeeding business day, commencing April 1,
1994. See Description of PRIDES -- Dividends and Description of Depositary
Shares -- Dividends and Other Distributions.
MANDATORY CONVERSION............................ On the Mandatory Conversion Date, unless previously redeemed or converted,
each outstanding Depositary Share will mandatorily convert into (i) one
share of Common Stock, subject to adjustment in certain events and (ii) the
right to receive cash in an amount equal to all accrued and unpaid
dividends (other than previously declared dividends payable to a holder of
record as of a prior date) with respect to such Depositary Share. See
Description of PRIDES -- Mandatory Conversion of PRIDES and Description of
Depositary Shares -- Conversion and Call Provisions. The value of the
Common Stock that may be received by holders of Depositary Shares upon
their mandatory conversion may be more or less than the amount paid for the
Depositary Shares offered hereby due to market fluctuations in the price of
the Common Stock.
OPTIONAL REDEMPTION............................. Shares of PRIDES (and the related Depositary Shares) are not redeemable
prior to January 1, 1997. At any time and from time to time on or after
January 1, 1997, and ending immediately prior to the Mandatory Conversion
Date, the Company may redeem any or all of the outstanding shares of PRIDES
(and thereby the related Depositary Shares). Upon any such redemption, each
holder of Depositary Shares will receive, in exchange for each Depositary
Share so redeemed, Common Stock having a Current Market Price on the
applicable date of determination equal to the sum of (i) $
(equivalent to $ for each share of PRIDES) initially, declining after
January 1, 1997, as set forth herein to $ (the price to public of a
Depositary Share appearing on the cover page of this Prospectus, and
equivalent to $ for each share of PRIDES) until the Mandatory
Conversion Date and (ii) all accrued and unpaid dividends thereon (other
than previously declared dividends payable to a holder of record as of a
date prior to the date fixed for such redemption) (the Call Price), but in
no event less than of a share of Common Stock. See Description of
PRIDES -- Optional Redemption and Description of Depositary
Shares -- Conversion and Call Provisions. The number of shares of Common
Stock to be delivered in payment of the applicable Call Price will be
determined on the basis of the Current Market Price of the Common Stock
prior to the announcement of the redemption, and the market price of the
Common Stock may vary between the date of such determination and the
subsequent delivery of such shares.
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4
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CONVERSION AT THE OPTION OF THE HOLDER.......... At any time prior to the Mandatory Conversion Date, unless previously
redeemed, each Depositary Share is convertible at the option of the holder
thereof into of a share of Common Stock (the Optional Conversion
Rate), equivalent to a conversion price of $ per share of Common Stock
(the Conversion Price), subject to adjustment as described below (such
Optional Conversion Rate being equivalent to shares of Common
Stock for each share of PRIDES). The number of shares of Common Stock a
holder will receive upon redemption, and the value of the shares received
upon conversion, will vary depending on the market price of the Common
Stock from time to time, all as set forth herein. The right of holders to
convert shares of PRIDES called for redemption (and the related Depositary
Shares) will terminate immediately prior to the close of business on the
redemption date. See Description of PRIDES -- Conversion at the Option of
the Holder and Description of Depositary Shares -- Conversion and Call
Provisions.
ENHANCED DIVIDEND YIELD; LESS EQUITY
APPRECIATION THAN COMMON STOCK................ Dividends will accrue on the Depositary Shares at a higher rate than the
rate at which dividends are currently paid on the Common Stock. The
opportunity for equity appreciation afforded by an investment in the
Depositary Shares is less than that afforded by an investment in the Common
Stock because the Conversion Price is higher than the per share price to
public of the Depositary Shares and the Company may, at its option, redeem
the shares of PRIDES (and thereby the Depositary Shares) at any time on or
after January 1, 1997, and prior to the Mandatory Conversion Date, and may
be expected to do so if, among other circumstances, the applicable Current
Market Price of the Common Stock exceeds the Call Price. In such event, a
holder of a Depositary Share will receive less than one share of Common
Stock, but no less than of a share of Common Stock. A holder may also
surrender for conversion any Depositary Shares called for redemption up to
the close of business on the redemption date, and a holder that so elects
to convert will receive of a share of Common Stock per Depositary
Share. The value of Common Stock received by a holder of a Depositary Share
may be more or less than the per share amount paid for the Depositary
Shares offered hereby, due to market fluctuations in the price of Common
Stock. See Description of PRIDES -- Enhanced Dividend Yield; Less Equity
Appreciation than Common Stock and Description of Depositary Shares.
VOTING RIGHTS................................... The holders of shares of PRIDES shall have the right with the holders of
Common Stock to vote in the election of Directors and upon each other
matter coming before any meeting of the holders of Common Stock on the
basis of 4/5 of a vote for each Depositary Share held (equivalent to 3 1/5
votes for each share of PRIDES). On such matters, the holders of shares of
PRIDES and the holders of Common Stock will vote together as one class
except as otherwise provided by law or the Company's Restated Certificate
of Incorporation. In addition, (i) whenever dividends on the shares of
PRIDES or any other series of the Company's preferred stock (all series of
which, including the shares of PRIDES, hereinafter are called the Preferred
Stock) shall be in arrears and unpaid for six quarterly dividend periods,
and in certain other circumstances, the holders of the shares of PRIDES
(voting separately as a class with holders of all other series of
outstanding Preferred Stock upon which like voting rights have been
conferred and are exercisable) will be entitled to vote, on the basis of
one vote for each share of PRIDES (equivalent to one-fourth of a vote for
each Depositary Share), for the election of two Preferred Stock Directors
(as defined herein) of the Company, these Directors to be in addition to
the number of Directors constituting the Board of Directors immediately
prior to the accrual of such right, and (ii) the holders of the shares of
PRIDES will have voting rights with respect to certain alterations of the
Company's Restated Certificate of Incorporation and certain other matters,
voting on the same basis or separately as a series. The owners of
Depositary Shares will be entitled to direct the voting of the shares of
PRIDES represented thereby. See Description of PRIDES -- Voting Rights,
Description of Capital Stock -- Common Stock and Description of Depositary
Shares -- Voting of PRIDES.
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5
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LIQUIDATION PREFERENCE AND RANKING.............. The shares of PRIDES will rank prior to the Common Stock as to payment of
dividends and distributions of assets upon liquidation and will rank PARI
PASSU with the Company's LIBOR Preferred Stock, Series A and with the
Series C Preferred Stock being offered at approximately the same time as
the Depositary Shares. The liquidation preference of each share of PRIDES
is an amount equal to the sum of (i) the stated liquidation preference,
being four times the price to public per Depositary Share shown on the
cover page of this Prospectus (equivalent to a stated liquidation
preference per Depositary Share of an amount equal to such price to public)
and (ii) all accrued and unpaid dividends thereon. See Description of
PRIDES -- Dividends and Description of PRIDES -- Liquidation Rights and
Description of Depositary Shares.
NEW YORK STOCK EXCHANGE SYMBOL
OF COMMON STOCK............................... BOW
LISTING......................................... Application has been made to list the Depositary Shares on the NYSE.
CONCURRENT OFFERING............................. The Company expects that, at approximately the same time as the date of
sale of the Depositary Shares, the Company will sell $ million of
Series C Preferred Stock. The sale of Depositary Shares is not contingent
on the sale of Series C Preferred Stock, and the sale of Series C Preferred
Stock is not contingent on the sale of the Depositary Shares.
USE OF PROCEEDS OF THIS OFFERING AND OF THE
SERIES C PREFERRED STOCK OFFERING............. For certain capital expenditures and other costs and general corporate
purposes. See Use of Proceeds.
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USE OF PROCEEDS
The net proceeds to the Company from the sale of the Depositary Shares,
after deducting expenses estimated to be approximately $ million, will be
approximately $ million ($ million if the Underwriters' over-allotment
option is exercised in full). The offering of the Depositary Shares is being
conducted at approximately the same time as an offering of $ million of the
Company's Series C Preferred Stock, from which the Company estimates the net
proceeds to the Company to be approximately $ million. The closings of the two
offerings are not contingent upon each other.
The Company intends to use the net proceeds from the two offerings to fund
capital expenditures and other costs in the following order of priority: (i)
approximately $105 million for the construction of a recovery boiler at its
Calhoun, Tennessee, mill, expected to be completed and funded in the second
quarter of 1994; (ii) approximately $32 million to fund capital expenditures and
other costs incurred in connection with the previously announced closure of
certain obsolete facilities at its Millinocket, Maine, facility; and (iii)
approximately $10 million to fund the costs associated with its recently
announced reduction in personnel. Any remaining net proceeds will be used for
general corporate purposes. Pending these applications, the Company plans to
invest the proceeds from the offerings in short-term, investment-grade
securities.
If the sale of Series C Preferred Stock does not occur, or if the proceeds
from this offering of Depositary Shares and the anticipated sale of Series C
Preferred Stock are inadequate to fund the above items in full, then the Company
plans to use its other sources of available liquidity to fund the capital
expenditures and costs set forth above. See Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources.
CERTAIN INVESTMENT CONSIDERATIONS
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY, IN ADDITION TO THE OTHER
INFORMATION CONTAINED IN THIS PROSPECTUS, THE FOLLOWING FACTORS BEFORE
PURCHASING THE DEPOSITARY SHARES OFFERED HEREBY.
INDUSTRY CONDITIONS AND COMPETITION
The Company's operating results reflect the general cyclical pattern of the
pulp and paper industry. Most of the Company's products are world-traded
commodity products. Consequently, the Company, like other suppliers to this
market, has little direct influence over the timing and extent of price changes.
Product pricing is significantly affected by the relationship between industry
supply and demand, with the former influenced primarily by fluctuations in
available manufacturing capacity and the latter by the health of the economy in
general and the strength of print media in particular. See Business.
The markets for the Company's products are highly competitive, with a
number of major companies competing in each market. Certain of the Company's
competitors may have greater financial resources than the Company. In addition,
some of the Company's competitors are currently lower cost producers in some of
the businesses in which the Company operates, including newsprint. The Company
competes with Canadian, European and United States producers in most of its
product lines. Variations in the exchange rate between the United States dollar
and other currencies, particularly those of Canada, Sweden, and Finland,
significantly affect the relative competitive position of the Company as
compared to many of its competitors. See Business -- Competition.
Trends in electronic data transmission and storage could adversely impact
traditional print media, including products of the Company's customers; however,
neither the timing nor extent of these trends can be predicted with certainty.
Industry reports indicate that the Company's newspaper publishing customers in
North America have experienced some loss in market share to other forms of media
and advertising, such as direct mailings and newspaper inserts (both of which
are end uses for other selected Company products) and cable television. These
customers are also facing a decline in newspaper readership, circulation and
advertising lineage. The Company does not believe that this is the case in most
overseas markets.
RECENT OPERATING RESULTS
The Company reported a net loss of $82 million in 1992, its first net loss
since becoming an independent, publicly traded company in 1984. This loss
followed record and near record net income years in 1988 and 1989 of $164
million and $145 million, respectively. Losses have continued in 1993 with the
Company reporting a net loss for the first nine months of $69 million. In
response to these results, the Company has adopted an ongoing program to
maximize cash flow that involves: (i) improving the manner in which the Company
markets and sells its products; (ii) increasing operating efficiencies and
productivity to reduce costs; (iii) eliminating certain high-cost operations and
reducing personnel; (iv) reducing non-essential capital spending; (v) selling
non-strategic assets; and (vi) reducing the Company's Common Stock dividend by
50 percent. See Business and Management's Discussion and Analysis of Financial
Condition and Results of Operations.
7
<PAGE>
The Company's financial condition and results of operations will continue
to be sensitive to prevailing economic conditions and other factors beyond the
Company's control, such as the level of pricing, demand for its products,
interest rates, and currency exchange rates.
INDEBTEDNESS; LIMITATIONS ON ABILITY TO DECLARE DIVIDENDS
At October 2, 1993, the Company had approximately $1.1 billion of long-term
debt outstanding. The Company could, subject to compliance with the covenants
contained in its debt instruments, incur other indebtedness in the future.
For the nine-month period ended on October 2, 1993, the Company's earnings
before interest, taxes, depreciation and amortization (EBITDA) were $78.3
million. For the same period, the Company's interest expense, net of capitalized
interest, was $73.6 million and dividend payments on its LIBOR Preferred Stock,
Series A, were $1.7 million. If the Depositary Shares and Series C Preferred
Stock had been outstanding, an additional $ million in dividends would have
accrued during that period. See Capitalization and Selected Financial and
Operating Data. In addition, the Company could incur interest on its future
borrowings, if any.
The Company's ability to pay dividends on any of its Preferred Stock,
including the shares of PRIDES, and on its Common Stock will depend on its
maintaining adequate net worth and compliance with the required ratio of total
debt to total capital as defined in and required by the Company's current
credit agreement (the Credit Agreement). The Credit Agreement requires the
Company to maintain a minimum net worth (generally defined therein as common
shareholders' equity plus any outstanding Preferred Stock) of $750 million. In
addition, the Credit Agreement imposes a maximum 60 percent ratio of total debt
to total capital (defined therein as total debt plus net worth). At October 2,
1993, the net worth of the Company and the ratio of total debt to total capital
were $806.6 million and 58 percent, respectively. The Company's net worth and
the ratio of total debt to total capital will improve as a result of the sale of
the Depositary Shares and, if it occurs, the sale of the Series C Preferred
Stock.
See Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Liquidity and Capital Resources.
LIQUIDITY
Since becoming an independent, publicly traded company in 1984, the Company
has relied upon both internal and external sources of funds. Beginning in 1990,
however, deteriorating economic conditions in the Company's major markets have
adversely affected operating cash flows. These conditions, when combined with
the costs associated with the acquisition of Great Northern Paper, Inc. (GNP),
at year-end 1991, have prompted the Company to place more emphasis upon external
sources of funds for its operating, financial and capital requirements.
The Company's Credit Agreement, under which no amounts were borrowed as of
October 2, 1993, expires in December 1995 and is used to meet working capital
requirements. The Company's ability to borrow under the Credit Agreement is
dependent upon compliance with the covenants therein. One of these covenants
requires a 12-month ratio of EBITDA to interest expense of not less than 1.0.
After recording the fourth quarter 1993 personnel reduction charge of
approximately $10 million discussed herein, the Company may not be in compliance
with the interest coverage covenant for the year ended December 31, 1993. The
Company, therefore, has entered into an amendment to the Credit Agreement
that waives compliance with this covenant to, but not including, December 31,
1994, at which time the covenant will be reinstated. The Company's ability to
comply with the interest coverage covenant when reinstated on December 31,
1994, will substantially depend upon the Company's ability to maintain
approximately the same level of EBITDA the Company achieved through the first
nine months of 1993. There are no assurances that the Company will be able
to maintain or enhance such levels of EBITDA or that the Company will be
able to comply with the covenants contained in the Credit Agreement in the
future. See Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources.
In anticipation of raising additional equity capital through the sale
of the Depositary Shares and the Series C Preferred Stock being offered at
approximately the same time, the Company determined that it would not
need the full $250 million credit line currently provided by the Credit
Agreement. Therefore, at the Company's request, the Credit Agreement
amendment further provides that such credit line will automatically be
reduced from $250 to $200 million on March 31, 1994, if the Company shall
have received by that time at least $150 million of net cash proceeds
from the issuance by the Company of capital stock.
8
<PAGE>
ENVIRONMENTAL REGULATION
The Company and its operations are subject to a wide range of general and
industry-specific environmental laws and regulations relating to, among other
matters, air emissions, wastewater discharges, waste management and landfill
sites. Compliance with these laws and regulations is an important factor in the
Company's business. The Company will continue to incur capital and operating
expenditures to maintain compliance with applicable environmental laws and to
meet new regulatory requirements, including proposed regulations announced on
November 1, 1993, by the United States Environmental Protection Agency (the
EPA). The regulations, if adopted as currently proposed, will require compliance
by 1998 and incurrence by the Company of an estimated $150 million in capital
expenditures through 1998. The ultimate financial impact
of the proposed regulations on the Company will depend upon the nature of the
final regulations, the timing of required implementation, the cost of available
technology, the development of new technology, and the determination by the
Company as to whether to maintain certain production levels or operate certain
equipment.
Management believes that the Company is in substantial compliance with all
current regulations governing air emissions, wastewater discharges, waste
management and landfill sites. Expenditures to comply with proposed and future
laws and regulations could have an adverse effect on the Company's business and
financial condition.
See Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Environmental Matters and -- Legal Proceedings.
CAPITALIZATION
The following table sets forth the Company's capitalization at October 2,
1993, on an historical basis and as adjusted to give effect to (i) the sale of
the Depositary Shares and (ii) the sale of the Series C Preferred Stock as if
these sales had occurred on such date. See Use of Proceeds.
<TABLE>
<CAPTION>
OCTOBER 2, 1993
ACTUAL AS ADJUSTED
<S> <C> <C>
(DOLLARS IN THOUSANDS)
Total debt, including current installments...................................................... $1,133,136 $ 1,133,136
Deferred income taxes........................................................................... 269,482 269,482
Minority interests in subsidiaries.............................................................. 146,960 146,960
LIBOR Preferred Stock, Series A, par value $1 per share, 1,500,000 shares outstanding,
$75,000,000 aggregate liquidation value....................................................... 74,341 74,341
Shareholders' equity:
% Series C Cumulative Preferred Stock, par value $1 per share, shares outstanding,
$ aggregate liquidation value (1)....................................................... --
% PRIDES, Series B Convertible Preferred Stock, par value $1 per share, shares outstanding,
$ aggregate liquidation value offered hereby............................................ --
Common Stock, par value $1 per share, 36,908,172 shares issued (2)............................ 36,908 36,908
Additional paid-in capital.................................................................... 332,553 332,553
Retained earnings............................................................................. 390,116 390,116
Equity adjustment from foreign currency translation........................................... (1,614) (1,614)
Loan to ESOT.................................................................................. (11,648) (11,648)
Treasury stock, at cost....................................................................... (14,054) (14,054)
Total shareholders' equity................................................................. 732,261
Total capitalization.................................................................. $2,356,180 $
</TABLE>
(1) The Series C Preferred Stock has not yet been issued. Issuance is expected
to occur at approximately the same time as the issuance of shares of PRIDES,
but the offering of Depositary Shares and the offering of Series C Preferred
Stock are not contingent on each other. Any issuance of the Series C
Preferred Stock will be subject to certain closing conditions and there can
be no assurance that the Series C Preferred Stock will be issued, if at all,
at the time, in the amount or on the terms shown.
(2) Excludes shares reserved for issuance upon the exercise of options.
9
<PAGE>
MARKET PRICE OF COMMON STOCK
The Company's Common Stock is listed on the NYSE (stock symbol BOW), United
States regional exchanges, the London Stock Exchange and the Swiss Stock
Exchange. The following table sets forth, for the periods indicated, the high
and low sales prices of the Common Stock as reported on the NYSE Composite Tape:
<TABLE>
<CAPTION>
HIGH LOW
<S> <C> <C>
1991
First Quarter.................................................................................. $ 26 3/8 $ 19 1/2
Second Quarter................................................................................. 30 3/8 23 5/8
Third Quarter.................................................................................. 28 23 1/2
Fourth Quarter................................................................................. 23 5/8 18 5/8
1992
First Quarter.................................................................................. 27 1/4 20 1/4
Second Quarter................................................................................. 24 3/4 20
Third Quarter.................................................................................. 21 1/8 17 5/8
Fourth Quarter................................................................................. 25 5/8 17 7/8
1993
First Quarter.................................................................................. 24 5/8 20
Second Quarter................................................................................. 23 19 1/2
Third Quarter.................................................................................. 21 18
Fourth Quarter................................................................................. 24 3/8 18 1/4
</TABLE>
See the cover page of this Prospectus for a recent last reported sale price
of the Common Stock on the NYSE.
The Company currently pays a quarterly dividend of $.15 per share of Common
Stock. In February 1993, the dividend was reduced from $.30 per share of Common
Stock due to a significant reduction in the Company's cash flow, caused by the
combined effect of an extended recession in the pulp and paper industry and a
corresponding prolonged price weakness for the Company's products.
Future declarations of dividends on the Common Stock are discretionary with
the Board of Directors, and the declaration of any such dividends will depend
upon, among other things, the Company's earnings, capital requirements and
financial condition. Dividends on the Common Stock may not be paid if there are
any unpaid or undeclared accrued dividends on the Company's outstanding
Preferred Stock, which currently consists of the Company's LIBOR Preferred
Stock, Series A, and is expected to include the shares of PRIDES, Depositary
Shares with respect to which are being offered hereby, and the Series C
Preferred Stock, which is being offered at approximately the same time as the
Depositary Shares, and may include, upon the occurrence of certain events
described in Description of Capital Stock -- Rights Plan, the Company's Junior
Participating Preferred Stock, Series A. At October 2, 1993, there were no
arrearages on dividends accrued on the Company's LIBOR Preferred Stock, Series
A. For a description of the manner by which the Credit Agreement's net worth and
ratio of total debt to total capital requirements may limit the Company's
ability to pay dividends, see Certain Investment Considerations -- Indebtedness;
Limitations on Ability to Declare Dividends and Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources.
10
<PAGE>
SELECTED FINANCIAL AND OPERATING DATA
The selected financial data presented below for, and as of the end of, each
of the years in the five-year period ended December 31, 1992, are derived from
the Company's consolidated financial statements, which have been audited by KPMG
Peat Marwick, independent certified public accountants. The Company's
consolidated financial statements for each of the years in the three-year period
ended December 31, 1992, and the report thereon are included in this Prospectus.
The unaudited selected financial data presented below for the nine-month periods
ended October 2, 1993, and September 26, 1992, and as of October 2, 1993, and
September 26, 1992, are derived from the Company's unaudited consolidated
financial statements and, in the opinion of management, include all adjustments
(consisting only of normal, recurring adjustments) necessary to state fairly the
information included therein in accordance with generally accepted accounting
principles. The Company's unaudited consolidated financial statements as of
October 2, 1993, and for the nine-month periods ended October 2, 1993, and
September 26, 1992, are included in this Prospectus. The results of operations
for the nine-month period ended October 2, 1993, are not necessarily indicative
of the results to be expected for the full year.
SELECTED FINANCIAL AND OPERATING DATA
<TABLE>
<CAPTION>
NINE MONTHS ENDED
OCTOBER 2, SEPTEMBER 26, YEAR ENDED DECEMBER 31,
1993 (1) 1992 (1) 1992 (1) 1991 (1) 1990 1989
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
INCOME STATEMENT DATA:
Sales:
Pulp, paper and related products
Newsprint............................ $ 459.5 $ 479.4 $ 662.2 $ 601.4 $ 617.2 $ 645.3
Directory and uncoated specialties... 154.8 92.3 124.7 -- -- --
Coated paper......................... 236.3 217.7 296.1 259.9 279.0 279.2
Pulp................................. 70.8 100.2 136.4 138.0 170.7 182.6
Lumber, stumpage and other products.. 72.0 57.6 79.5 34.3 32.6 32.7
Total pulp, paper and related
products.......................... 993.4 947.2 1,298.9 1,033.6 1,099.5 1,139.8
Communication papers................... 145.9 155.2 207.5 254.9 280.9 310.2
Eliminations........................... (17.5) (7.4) (12.5) -- -- --
Total sales....................... $1,121.8 $ 1,095.0 $1,493.9 $1,288.5 $1,380.4 $1,450.0
Operating income (loss):
Pulp, paper and related products....... $ (20.4)(2) $ (38.9) $ (46.1) $ 108.4 $ 183.0 $ 284.6
Communication papers................... (7.0) (2.3) (2.3) 14.4 11.4 17.5
Corporate expenses..................... (16.1) (20.4)(3) (25.7)(3) (19.1) (19.5) (21.6)
Total operating income (loss)........ $ (43.5) $ (61.6) $ (74.1) $ 103.7 $ 174.9 $ 280.5
Interest expense, net of capitalized
interest............................... $ 73.6 $ 55.0 $ 78.2 $ 42.0 $ 41.3 $ 22.3
Provision for income taxes............... (37.5) (49.5) (63.6) 25.4 52.3 93.9
Net income (loss)........................ (69.4) (61.1) (82.0) 45.6 78.4 144.6
Fully diluted earnings (loss) per
share.................................. $ (1.96) $ (1.75) $ (2.34) $ 1.15 $ 2.05 $ 3.86
Ratio of earnings to combined fixed
charges and preferred dividends (4).... N/M N/M N/M 2.0x 3.1x 4.9x
BALANCE SHEET DATA:
Working capital.......................... $ 153.2 $ (41.5)(5) $ 193.3 $ 103.7 $ 59.7 $ 111.8
Timber and timberlands................... 441.6 437.4 432.6 414.1 297.9 285.7
Total assets............................. 2,747.5 2,702.9 2,881.6 2,780.0 2,297.9 2,284.2
Total debt............................... 1,133.1 933.9 1,134.3 864.5 498.2 532.4
LIBOR Preferred Stock, Series A.......... 74.3 74.2 74.3 74.2 74.1 74.0
Common shareholders' equity.............. 732.3 850.5 818.0 942.6 935.5 907.1
<CAPTION>
1988
<S> <C>
INCOME STATEMENT DATA:
Sales:
Pulp, paper and related products
Newsprint............................ $ 671.3
Directory and uncoated specialties... --
Coated paper......................... 269.7
Pulp................................. 153.2
Lumber, stumpage and other products.. 37.2
Total pulp, paper and related
products.......................... 1,131.4
Communication papers................... 279.0
Eliminations........................... --
Total sales....................... $1,410.4
Operating income (loss):
Pulp, paper and related products....... $ 345.0
Communication papers................... 9.7
Corporate expenses..................... (20.6)
Total operating income (loss)........ $ 334.1
Interest expense, net of capitalized
interest............................... $ 32.8
Provision for income taxes............... 110.1
Net income (loss)........................ 164.3
Fully diluted earnings (loss) per
share.................................. $ 4.37
Ratio of earnings to combined fixed
charges and preferred dividends (4).... 7.0x
BALANCE SHEET DATA:
Working capital.......................... $ 68.1
Timber and timberlands................... 273.5
Total assets............................. 1,880.5
Total debt............................... 293.2
LIBOR Preferred Stock, Series A.......... 73.9
Common shareholders' equity.............. 826.9
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED
OCTOBER 2, SEPTEMBER 26, YEAR ENDED DECEMBER 31,
1993 (1) 1992 (1) 1992 (1) 1991 (1) 1990 1989
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
OTHER DATA:
Depreciation, amortization and cost
of timber harvested.................... $ 121.8 $ 118.4 $ 161.9 $ 132.0 $ 117.5 $ 106.7
Cash flow from operations................ (43.0)(6) 78.1(6) 109.5(6) 156.6 238.4 327.3
Capital expenditures, including
timberlands............................ 88.0 104.9(7) 156.0(7) 465.1(7) 214.1 423.4
Common shareholders' equity per share.... $ 20.12 $ 23.50 $ 22.55 $ 26.21 $ 26.24 $ 25.37
Cash dividends declared per share of
Common Stock........................... $ .45 $ .90 $ 1.20 $ 1.20 $ 1.20 $ 1.14
Shipments (thousands of short tons):
Newsprint.............................. 1,073 1,190 1,631 1,244 1,266 1,278
Directory and uncoated specialties..... 252 142 191 -- -- --
Coated paper........................... 339 328 447 346 352 343
Pulp................................... 216 233 318 317 300 261
<CAPTION>
1988
<S> <C>
OTHER DATA:
Depreciation, amortization and cost
of timber harvested.................... $ 98.0
Cash flow from operations................ 324.3
Capital expenditures, including
timberlands............................ 214.3
Common shareholders' equity per share.... $ 23.07
Cash dividends declared per share of
Common Stock........................... $ .97
Shipments (thousands of short tons):
Newsprint.............................. 1,233
Directory and uncoated specialties..... --
Coated paper........................... 337
Pulp................................... 250
</TABLE>
(1) Income statement and cash flow data include the results of GNP for the 1993
and 1992 periods only. Balance sheet data at December 31, 1992, December 31,
1991, October 2, 1993, and September 26, 1992, include the accounts of GNP.
See Notes to Consolidated Financial Statements -- Acquisition of GNP.
(2) Includes $10.0 million pre-tax restructuring charge for the Millinocket,
Maine, mill.
(3) Includes $5.0 million pre-tax restructuring charge for relocation of the
Company's corporate office.
(4) In computing the ratio of earnings to combined fixed charges and preferred
dividends, earnings include income before income taxes, minority interests,
cumulative effect of changes in accounting principles and extraordinary
charges plus fixed charges, other than capitalized interest and Preferred
Stock dividend requirements, plus amortization of capitalized interest.
Fixed charges include gross interest expense, amortization of deferred
financing expenses, Preferred Stock dividend requirements and an amount
equivalent to interest included in rental charges. Due to the losses
incurred for the nine month periods ended October 2, 1993, and September 26,
1992, and for the 1992 fiscal year, earnings were deficient by $117.0,
$135.8 and $175.7 million, respectively, to cover fixed charges.
(5) During this period, the Company classified $150.0 million of commercial
paper and other short-term borrowings as current liabilities under the terms
of a previous credit agreement. In prior periods, such indebtedness was
classified as long-term debt.
(6) In the third quarter of 1992, the Company sold $74.0 million of accounts
receivable pursuant to an asset securitization program. During the first
quarter of 1993, the Company discontinued selling receivables under this
program.
(7) $305.5 million was incurred in 1991 for the acquisition of 80 percent of the
stock of GNP and $16.5 million was incurred in 1992 in connection with the
acquisition of the remaining 20 percent of the stock of GNP (of which $9.8
million was incurred in the first nine months of 1992).
12
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS -- NINE MONTHS ENDED OCTOBER 2, 1993, AS COMPARED TO NINE
MONTHS ENDED
SEPTEMBER 26, 1992
For the first nine months of 1993, the Company incurred a net loss of $69.4
million, or $1.96 per share, on sales of $1.12 billion. Included in 1993's nine
month net loss was a $6.2 million after-tax ($10.0 million pre-tax)
restructuring charge for costs relating to the closure of obsolete facilities at
the Company's wholly-owned subsidiary, GNP. Also included was a $6.0 million
charge for additional deferred taxes relating to the recent increase in the
Federal corporate income tax rate from 34 to 35 percent. This loss for the first
nine months of 1993 compares to a loss before accounting changes of $72.0
million, or $2.05 per share, on sales of $1.1 billion for the same period in
1992. After the cumulative effect of adopting two new accounting standards
covering post-retirement benefits and income taxes, the net loss for the first
nine months of 1992 was $61.1 million, or $1.75 per share.
PULP, PAPER AND RELATED PRODUCTS
This segment includes the Company's uncoated groundwood paper (newsprint,
directory paper and specialties), lightweight coated groundwood paper (LWC),
hardwood and softwood market pulp, timber and lumber products. For the first
nine months of 1993, sales of pulp, paper and related products were $993.4
million, an increase from $947.2 million in the same period in 1992. For the
first nine months of 1993, the operating loss for this segment was $20.4 million
(after the $10.0 million pre-tax restructuring charge) versus an operating loss
of $38.9 million for the same period last year. The majority of improvement was
from the Company's newsprint product line. Below is a review of all the
Company's major product lines in this segment.
NEWSPRINT
Newsprint sales decreased 4.2 percent to $459.5 million in the first nine
months of 1993 from $479.4 million during the first nine months of 1992. United
States newsprint consumption for the first nine months of 1993 was essentially
unchanged compared to the first nine months of 1992. The Company's newsprint
tonnage sales decreased 9.9 percent during the first nine months of 1993 versus
the same period last year, as the Company decreased its annual newsprint
manufacturing capacity by 264,500 tons through permanent elimination of
production capacity and the redirection of capacity to higher value-added
products. For the first nine months of 1993, newsprint's operating results
improved compared to the first nine months of 1992 as average transaction prices
for the period increased 6.4 percent. This improvement is a result of the
reductions in the level of discounting from list prices which occurred during
the latter part of 1992 and early 1993, although average transaction prices have
decreased since mid-year 1993. Excess capacity, weak demand, and the continued
devaluation of Canadian, Swedish and Finnish currencies were major factors in
the Company's inability to effect higher selling prices and therefore
profitability. Improvements in the newsprint market are largely dependent upon a
recovery in print advertising demand and the rate of economic recovery
worldwide.
UNCOATED GROUNDWOOD PAPERS (DIRECTORY AND OTHER SPECIALTY PAPERS)
Sales in the directory and uncoated groundwood specialties product line
increased 67.7 percent to $154.8 million for the first nine months of 1993 from
$92.3 million for the first nine months of 1992. With regard to directory paper,
tonnage sales increased 68.9 percent during the first nine months of 1993
compared to the same period last year as the Company redirected 103,000 tons of
annual newsprint manufacturing capacity to directory grades. Average transaction
prices for directory paper decreased 3.7 percent during the first nine months of
1993 versus the same period in 1992 due to increased competition from new
producers entering the marketplace.
COATED PAPER
Coated paper sales increased 8.5 percent to $236.3 million for the first
nine months of 1993 from $217.7 million for the comparable period in 1992. The
Company's coated groundwood paper tonnage shipments for the first nine months of
1993 increased 3.4 percent over the same period in 1992. The Company announced a
7.0 percent coated paper price increase on July 1, 1993, and average transaction
prices were 5.0 percent higher for the first nine months of 1993 compared to the
first nine months of 1992. Since this announcement, however, there has been
substantial price discounting due to an increase in imports and a decrease in
demand for magazine advertising, eroding the majority of the price increase.
13
<PAGE>
PULP
For the first nine months of 1993, pulp sales decreased 29.3 percent to
$70.8 million from $100.2 million during the first nine months of 1992. Due to
global capacity additions and the slow-paced recovery of world economies, the
pulp market experienced severe overcapacity. As a result, market pulp selling
prices are at extremely low levels. Although major producers of market pulp have
announced price increases effective early in 1994, the future profitability of
market pulp remains uncertain and dependent upon the pace of economic recovery
in world markets.
COMMUNICATION PAPERS
For the first nine months of 1993, sales of communication papers (which
include stock computer forms and other business papers) decreased 6.0 percent to
$145.9 million from $155.2 million for the first nine months of 1992. This
segment experienced an operating loss of $7.0 million for the first nine months
of 1993 as compared to a loss of $2.3 million for the same period in 1992.
Average transaction prices were 6.4 percent lower during the first nine months
of 1993 versus 1992, as the weak economy failed to stimulate demand. Operating
costs for this segment during the first nine months of 1993 were 3.3 percent
lower than during the first nine months of 1992, due to lower base paper costs,
despite a price increase in this raw material on April 1, 1993. The Company
continues to focus in this segment on cost reductions and new product
developments through the vertical integration of a portion of its paper
manufacturing capacity.
INTEREST EXPENSE
Total interest expense for the first nine months of 1993 was $19.8 million
higher than in the same period last year due to the higher average level of
borrowings outstanding. In the first nine months of 1993, $2.0 million of
interest was capitalized versus $0.8 million in 1992.
INCOME TAXES
The Company recorded an income tax benefit for the first nine months of
1993 and 1992 due to the pre-tax loss incurred in both years. During the third
quarter of 1993, the Company recorded a $6.0 million tax provision reflecting
higher deferred tax liabilities due to the recent increase in the Federal
corporate income tax rate from 34 to 35 percent. As a result, the effective tax
rate for the first nine months of 1993 was 32.8 percent compared to 37.0 percent
in the prior year.
RESULTS OF OPERATIONS -- FISCAL YEARS 1992, 1991 AND 1990
Financial results in 1992 include the operations of GNP (80 percent of the
stock of which was acquired at the end of 1991) and, as a result, are not
directly comparable with those of 1991.
The Company incurred a net loss in 1992 of $82.0 million, or $2.34 per
share, on sales of $1.49 billion versus net income in 1991 of $45.6 million, or
$1.15 per share, on sales of $1.29 billion. During 1992, the Company took
non-recurring after-tax charges against income totaling $32.3 million. These
consisted of $7.7 million for a write-off of non-operating equipment, $3.2
million for a corporate restructuring involving the headquarters' move to
Greenville, South Carolina, and $21.4 million for the adoption of accounting
standard SFAS No. 106, which covers anticipated post-retirement benefits, mainly
healthcare. Also adopted in 1992 was accounting standard SFAS No. 109 relating
to deferred taxes, which had the effect of adding $32.3 million to the net
results.
In 1992, the weak economy affected both domestic and overseas markets.
Consumer hesitancy and business caution held back print advertising in
newspapers and magazines, as well as production of inserts and other promotional
materials. With demand weak in key product lines and excess capacity, prices
dropped even further from 1991's depressed levels, resulting in an operating
loss. Some production curtailments were necessary in newsprint early in the
year. Although newsprint prices turned up slightly in the second half of 1992
and coated paper prices firmed modestly in September and October 1992, pulp
prices declined and stock computer forms continued to sell at uneconomic price
levels. Results also were affected by higher than anticipated costs at the newly
acquired GNP operations.
Sales in 1991 represented a decline of 6.7 percent from the $1.38 billion
recorded in 1990, while net income of $45.6 million dropped 41.8 percent from
the $78.4 million earned in 1990. The 1990 net income was after an extraordinary
charge of $9 million to retire debt. Results in 1991 were adversely affected by
the persistent economic downturn. With industry overcapacity, there was severe
price competition in key product categories. Sales in 1990 declined 4.8 percent
from strong sales of $1.45 billion in 1989. Income before the extraordinary
charge fell 39.5 percent from the $144.6 million earned in 1989, reflecting the
softening economy in 1990 and unexpectedly high startup costs at two new pulp
mills.
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PULP, PAPER AND RELATED PRODUCTS
In 1992, sales in the pulp, paper and related products segment increased
25.7 percent to $1.30 billion from $1.03 billion in 1991, which was a 6.0
percent decrease from sales of $1.10 billion in 1990. Operating results for this
segment were a loss of $46.1 million in 1992 as compared to income of $108.4
million in 1991 and $183.0 million in 1990. With the acquisition of GNP at
year-end 1991, the Company's grade mix was markedly changed, and the traditional
segmented financial comparisons were no longer meaningful. Consequently,
beginning in 1992, all pulp, paper and related products have been grouped into a
single segment for financial reporting purposes. Within this segment, however,
market and operating trends will be discussed by major product categories.
NEWSPRINT
Newsprint sales in 1992 increased 10.1 percent to $662.2 million from
$601.4 million in 1991. Newsprint sales were $617.2 million in 1990 and $645.3
million in 1989. Newsprint traditionally has been a cyclical product, affected
by changes in worldwide economic conditions and the availability of capacity
relative to fluctuating demand. Since 1989, the market has endured a long
downturn. While 1989 consumption remained relatively strong, prices began to
weaken in response to impending capacity increases. In 1990, consumption was
essentially unchanged, while the impact of new capacity was softened by strikes
and other factors. In addition, prices in 1990 were erratic and down overall
from the previous year. By 1991, the deepening recession, along with significant
overcapacity, reduced prices further. United States consumption declined 6.0
percent, and North American newsprint producers increased price discounts to try
to maintain market share.
This situation continued well into 1992. The recession caused retailers to
curtail further their print advertising programs. Domestic newsprint consumption
began improving in the second quarter and ended the year 2.4 percent ahead of
1991. In August 1992 a modest price increase took effect; however, pricing at
December 31, 1992, remained well below that of two years earlier.
During this period, the Company focused on productivity, quality and strict
cost containment. Machine production records were achieved at each location, and
higher customer quality standards were met. This was particularly helpful in
export markets, where the Company's long-term strategy to build a growing
overseas customer base was highly successful in 1992, doubling its 1991 volume.
Export strength enabled the Company to keep newsprint downtime to a minimum.
Finally, the Company's ability to supply substantial tonnages of
high-quality newsprint having as much as 20 percent recycled fiber content
improved its competitive position.
UNCOATED GROUNDWOOD PAPERS (DIRECTORY AND OTHER SPECIALTY PAPERS)
Sales in the directory and uncoated specialties product line were $124.7
million in 1992. The GNP acquisition provided the capacity to produce directory
papers typically used in telephone books and yellow-page directories. These
papers generally have a higher added value than newsprint. Since the
acquisition, the Company has successfully re-established GNP as a premier
supplier of directory paper. The Company resolved quality and service problems
and aggressively sought to restore domestic customer loyalty and to develop new
markets overseas. A three-year purchase contract was signed late in 1992 for
purchases by Nippon Telephone and Telegraph, and groundwork was laid for a
presence in world markets in 1993 and beyond.
Uncoated groundwood specialty papers are produced on GNP's smaller
machines, as well as at the Company's Calhoun, Tennessee facility. These
products are used in a variety of applications such as television listings,
newspaper inserts and school supplies. During 1992, these products suffered in
very competitive markets.
COATED PAPER
Some signs of recovery in LWC were felt in the second half of 1992 after a
recession-induced decline. Coated paper sales increased 13.9 percent to $296.1
million from $259.9 million in 1991. The Company experienced relatively flat
sales in 1990 of $279.0 million versus sales in 1989 of $279.2 million.
Beginning in 1989, prices for LWC eroded in anticipation of large new
capacity additions. Even though industry and Company shipments continued to grow
through 1990, margins were lower as a result of intensifying price pressures.
Import competition became an important factor, and in 1991, the combination of
worldwide overcapacity and a weakening United States economy had an even more
severe impact. Shipments for magazines and catalogs were down sharply, and
prices declined further along with the Company's margins. These trends continued
into mid-1992, exacerbated by competition from price-reduced coated freesheet
grades that normally serve only higher end uses and were in excess supply. The
second half of
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the year saw some indications of recovery in demand. Magazine advertising page
counts also improved. Catalog merchandisers, who had suffered from higher postal
costs and a more competitive market, reworked formats and marketing strategies,
revitalizing their business. The market for newspaper advertising inserts and
coupons strengthened. At year-end 1992, although LWC prices had stabilized, they
remained at low levels.
With the GNP acquisition, the Company not only increased its coated
groundwood paper capacity by 37 percent, but broadened its line to include
lighter weight grades that cannot be made at the Catawba, South Carolina, mill.
The northern wood fiber available from GNP's 2.1 million acres will provide the
appropriate fiber resource for new coated paper capacity at this site when the
Company finds it opportune and prudent to move ahead with such a project.
The Company integrated the marketing of GNP's lines with its own coated
grades during 1992 and improved product quality, rebuilding customer
relationships. Despite the challenging conditions in 1992, the Company remained
profitable in this product category.
PULP
The Company produces bleached kraft market pulp in both softwood and
hardwood grades. About 70 to 80 percent of its production is exported. Pulp
sales in 1992 were flat at $136.4 million as compared to sales in 1991 of $138.0
million. Pulp sales in 1991 decreased 19.2 percent from pulp sales of $170.7
million in 1990.
The years 1990 through 1992 witnessed a sharp cyclical downturn in market
pulp. The market peaked in 1989 after four years of growth. Then, new capacity
additions came on stream in 1990 as the world economy was weakening, causing
sharp price declines. This continued for much of 1991, but prices rose
temporarily toward year-end 1991 and into mid-1992. Canadian and Scandinavian
producers took substantial down-time, and customers built inventories in
anticipation of a strike in British Columbia, which eventually kept
approximately 480,000 tons out of the market before the strike was settled in
July 1992. When the European currency crisis occurred in the fall of 1992 and
the economies in many of these countries weakened, the pulp market deteriorated.
At the same time, approximately 882,000 tons of low cost new capacity entered
the market from Chile and Brazil -- all this against a background of continued
weak world demand for paper, the principal end product. Prices fell in the
fourth quarter of 1992.
While market pulp remained profitable for 1992, the Company's operating
margins at December 31, 1992, were as low as they had been for some time. In the
near term, the Company faces European and Japanese economies that have slowed
down, some new capacity remains to come on stream and traditional customers,
such as those in Germany, are demanding chlorine-free pulps that much of the
industry, including the Company, cannot supply.
COMMUNICATION PAPERS
The Company's communication papers group was hard hit in 1992 by a
recession-induced decline in basic demand for stock computer forms as well as
relentless price competition. Both unit sales and price realizations eroded,
causing a decline in dollar sales of 18.6 percent, to $207.5 million, and an
operating loss. Sales decreased in 1991 by approximately 9.3 percent from sales
in 1990 of $280.9 million. Operating results for this segment were a loss of
$2.3 million in 1992 as compared to income of $14.4 million in 1991 and $11.4
million in 1990.
This segment's business since 1989 has been erratic. The communication
papers group achieved record results in 1989 because of strong demand and
favorable cost-price balances. In 1990, the reverse occurred as the United
States slid toward recession, demand softened and selling prices dropped while
raw material costs were still rising. Demand eased further in 1991, as did
selling prices. Because raw material costs declined even faster, however, the
group recorded an improvement in operating income.
The Company's communication papers group is one of the nation's leading
suppliers of stock computer forms and other communication papers. The group
sells directly to major corporate, government and institutional users. It also
reaches other businesses and offices, as well as individual consumers, through
resellers and mass merchandising outlets. Even though the Company's converting
and distribution costs have been regularly reduced, the market is considered
mature. The cost of forms bond paper remains a major factor in the profitability
of the converted products made from it.
Given this environment, the Company's strategic focus is to differentiate
itself from others in the marketplace by developing new products to gain the
benefits of vertical integration, using the capabilities of its primary pulp and
paper mills. The recycling plants in Tennessee and Maine afford the opportunity
for such developments. Working with the Calhoun mill, which developed the base
paper, the communication papers group introduced Environmental Bond
EB-20(trademark) and Environmental White EW-20(trademark), computer forms
papers that contain 20 percent post-consumer or comparable recycled fiber.
EB-20
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and EW-20 have enjoyed success in all markets, particularly with major
corporations, because of their cost effectiveness and suitability for large data
center applications. Similar products for all segments of the computer forms
market are under development.
RECYCLING CAPABILITY
The Company has focused its efforts in recent years on meeting the demand
for recycled content paper products -- an environmental benefit in reducing
solid waste landfill deposits and a marketing imperative for publishers and
other customers trying to meet recycled content standards.
The Company broke ground for its first recycling plant in 1990 at Calhoun,
Tennessee. The mill has been successful since its startup in 1991. Taking a
mixture of 70 percent used newspapers and 30 percent used magazines, the plant
utilizes advanced mechanical and chemical processes to produce high quality
pulp. When up to 20 percent of this mixture is combined with virgin fiber, the
resulting product is comparable in quality to paper produced with 100 percent
virgin fiber pulp. Substantial tonnages of recycled content paper have been made
available to newsprint customers, while increasing quantities of EB-20 and EW-20
have been shipped to the Company's communication papers group for conversion to
computer forms.
The first major project at GNP since the acquisition has been the
construction of a similar recycling plant to provide recycled fiber for
newsprint, directory papers and other groundwood papers at that location. When
this second facility reaches full production, expected in the fourth quarter of
1994, the Company will have a combined capacity to supply over 250,000 tons per
year of recycled fiber pulp to its paper mills.
LIQUIDITY AND CAPITAL RESOURCES
Since becoming an independent, publicly traded company in 1984, the Company
has relied upon both internal and external sources of funds. Beginning in 1990,
however, deteriorating economic conditions in the Company's major markets have
adversely affected operating cash flows. These conditions, when combined with
the costs associated with the acquisition of GNP at year-end 1991, have prompted
the Company to place more emphasis upon external sources of funds for its
operating, financial and capital requirements.
For the first nine months of 1993, the Company's operations used $43.0
million of cash compared to generating $78.1 million of cash in the same period
of 1992. The decline in operating cash flow resulted primarily from the
Company's decision to discontinue the sale of receivables under an asset
securitization program, thereby increasing receivables and decreasing cash by
$74 million. In addition, the Company received $19.8 million in tax refunds,
realized a lower operating loss ($18.1 million decrease) but paid higher
interest costs ($12.1 million increase) during the first nine months of 1993
compared to the same period in 1992. The higher interest costs resulted from
fourth quarter 1992 financings.
Capital expenditures for the first nine months of 1993 decreased $16.9
million from the first nine months of 1992. Included in 1992's expenditures was
a $9.8 million cash payment for the acquisition of the remaining 20 percent
interest in GNP. The Company's capital expenditures are anticipated to total
approximately $100 million in 1993. Excluding the cost of the recovery boiler
described under Use of Proceeds, the Company anticipates spending approximately
$130 million on capital expenditures in 1994.
Cash generated from operations in 1992 fell to $109.5 million, a 30.1
percent decrease from the $156.6 million generated in 1991, which was itself a
34.3 percent decrease from 1990. This steady drop was caused by a three year
decline in operating income, resulting in an operating loss for 1992, compounded
by significantly higher interest payments due to increased debt levels.
Included in 1992's cash flow from operations was a sale of $74 million of
receivables in August 1992 under the asset securitization program. The net cash
proceeds from this sale were used to retire commercial paper. The accounts
receivable sale was reflected as a reduction of receivables in the Consolidated
Balance Sheet at December 31, 1992. Under the terms of the agreement relating to
this program, the maximum amount of the purchaser's investment in the Company's
receivables at any one time is $80 million.
Due to the reduced level of cash generated from operations, the Company
took a number of steps in 1992 to conserve cash. Foremost among these steps was
a curtailment in capital expenditures. Cash invested in capital projects
(excluding the acquisition costs for GNP) totaled $139.5 million in 1992,
compared to $159.7 million and $214.1 million in 1991 and 1990, respectively.
Investments in 1992 were primarily for routine maintenance at the Company's
mills, but include expenditures
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for a new $62 million newsprint recycling plant at the East Millinocket, Maine,
mill. This plant is similar in design to the $66.6 million recycling facility
completed in 1991 at the Company's Calhoun, Tennessee, mill.
Borrowings in 1991 included $200 million of 8 1/2% Notes due 2001 and $200
million of 9 3/8% Debentures due 2021, incurred primarily to finance the
acquisition of GNP. In 1991, the Company also borrowed $30 million in proceeds
of tax-exempt 7 5/8% pollution control bonds issued by McMinn County, Tennessee,
partially financing the construction of the Calhoun recycling plant. An
additional $16.4 million in proceeds of McMinn County and York County, South
Carolina, tax-exempt pollution control refunding bonds, with interest rates
varying from 6.85 percent to 7.40 percent, were borrowed in 1991 to refund
outstanding higher cost bonds.
In October 1992, the Company sold $125 million of 8 1/4% Notes due 1999 and
$125 million of 9 1/2% Debentures due 2012. Approximately $150 million of the
net proceeds were used to repay revolving credit obligations and other
short-term borrowings. The remaining proceeds were invested in high-grade
marketable securities pending application to general corporate purposes.
Also in October 1992, the Company borrowed $62 million in proceeds of
tax-exempt 7 3/4% revenue bonds due 2022, through the Finance Authority of
Maine, and in December 1992 borrowed $39.5 million in proceeds of tax-exempt
7.40% revenue bonds through McMinn County. Proceeds from these issues were used
to fund the construction and completion of the recycling facilities at East
Millinocket and Calhoun, respectively.
As the Company secured the long-term financing in the capital markets
described above, its reliance on other credit facilities has decreased.
Accordingly, the Company has from time to time sought and put in place more
appropriately sized credit facilities.
Prior to 1992, the Company's general liquidity needs were met by a $400
million multiple option credit facility and a $350 million revolving credit
agreement. The Company replaced these facilities in the first quarter of 1992
with a $500 million credit agreement (the 1992 Credit Agreement). By the fourth
quarter of 1992, the Company believed that compliance with certain financial
covenants in the 1992 Credit Agreement was not assured, due to the increased
operating losses discussed above and the Company's increased indebtedness. In
December 1992, after reassessing the Company's liquidity needs, the Company
requested and received a $250 million, three-year revolving credit facility
provided by the Credit Agreement. All financial obligations outstanding under
the 1992 Credit Agreement were repaid as of December 31, 1992.
The new Credit Agreement, under which no amounts were borrowed as of
October 2, 1993, expires in December 1995 and is used to meet working capital
requirements. The Company's ability to borrow under the Credit Agreement is
dependent upon compliance with the covenants contained in the Credit Agreement.
One of these covenants requires a 12-month ratio of EBITDA to interest expense
of not less than 1.0. After recording the fourth quarter 1993 personnel
reduction charge of approximately $10 million discussed below, the Company may
not be in compliance with the interest coverage covenant for the year ended
December 31, 1993. The Company, therefore, has entered into an amendment
to the Credit Agreement that waives compliance with this covenant to, but not
including, December 31, 1994, at which time the covenant will be reinstated.
The Company's ability to comply with the interest coverage covenant when
reinstated on December 31, 1994, will substantially depend upon the Company's
ability to maintain approximately the same level of EBITDA the Company
achieved through the first nine months of 1993. There are no assurances that
the Company will be able to maintain or enhance such levels of EBITDA or that
the Company will be able to comply with the covenants contained in the Credit
Agreement in the future.
In anticipation of raising additional equity capital through the sale
of the Depositary Shares and the Series C Preferred Stock being offered at
approximately the same time, the Company determined that it would not
need the full $250 million credit line currently provided by the Credit
Agreement. Therefore, at the Company's request, the Credit Agreement
amendment further provides that such credit line will automatically be
reduced from $250 to $200 million on March 31, 1994, if the Company shall
have received by that time at least $150 million of net cash proceeds
from the issuance by the Company of capital stock.
The Company's ability to pay dividends on its Common Stock or any of its
Preferred Stock, including the shares of PRIDES, will depend on its maintaining
adequate net worth and compliance with the required ratio of total debt to total
capital, as defined in and required by the Credit Agreement. The Credit
Agreement requires the Company to maintain a minimum net worth (generally
defined therein as common shareholders' equity plus any outstanding Preferred
Stock) of $750 million. In addition, the Credit Agreement imposes a maximum 60
percent ratio of total debt to total capital (defined therein as total debt plus
net worth). At October 2, 1993, the net worth of the Company and ratio of total
debt to total capital were $806.6 million and 58 percent, respectively. The
Company's net worth and the ratio of the Company's total debt to total
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capital will improve upon the sale of the Depositary Shares and, if it occurs,
the sale of the Series C Preferred Stock being offered at approximately the
same time as the Depositary Shares.
In August 1992, Standard and Poor's Corporation (S&P) lowered its rating of
the Company, and those of several other pulp and paper companies, as a result of
deteriorating conditions in the pulp and paper industry. In November 1993, S&P
lowered the Company's senior debt and Preferred Stock ratings and changed the
Company's outlook from negative to stable. S&P confirmed its rating on the
Company's commercial paper. The Company's senior debt rating was reduced from
BBB to BBB-, and its LIBOR Preferred Stock, Series A rating was reduced from
BBB-to BB+. The new S&P ratings may raise the
cost of any future financings the Company may undertake and will increase the
cost of borrowing under the Credit Agreement. Moody's Investors Service
(Moody's) rates the Company's senior debt as Baa1, the LIBOR Preferred Stock,
Series A, as Baa1 and the Company's commercial paper as P-2. These ratings are
not a recommendation to buy, sell or hold securities of the Company (including
the securities offered hereby) and may be subject to revision or withdrawal at
any time by the assigning rating agency. Each agency's rating should be
independently evaluated.
Due to the prevailing poor market conditions, the Company's management is
continually reviewing all aspects of the Company's operations in an effort to
reduce losses and improve cash flow. As part of these activities, the Company
has closed the Darien, Connecticut, corporate office, consolidating it with
other operations in Greenville, South Carolina. Commencing with the dividend
paid April 1, 1993, the Board of Directors reduced the dividend per share of
Common Stock to $.15 per share from $.30 per share.
In August 1993, the Company announced the closure of certain obsolete
facilities at the Millinocket, Maine, mill and the resulting elimination of
approximately 200 jobs. In November 1993, the Company announced the additional
elimination of approximately 450 positions companywide to be completed by the
end of 1994. Savings associated with both of these moves are estimated to be
approximately $40 million per year. The personnel reductions will be achieved
through attrition, early retirements and terminations, and, when completed, will
represent a total reduction of approximately 10 percent of the Company's work
force. The Company will record pre-tax charges totaling approximately $20
million in 1993 as a result of these actions (of which $10 million was
recorded in the third quarter and approximately $10 million will be
recorded for the fourth quarter).
In the fourth quarter of 1993, the Company sold approximately 70,000 acres
of non-strategic land holdings and properties in Alabama, Georgia, Mississippi
and South Carolina. Proceeds from these transactions total approximately $75
million, resulting in pre-tax income of $52 million ($32.2 million, or $0.89 per
share, after-tax).
ENVIRONMENTAL MATTERS
The Company is subject to a variety of federal, state and provincial
environmental and pollution control laws and regulations in all jurisdictions in
which it operates. The Company believes that all of its operations are currently
in substantial compliance with all applicable environmental laws and
regulations.
New Canadian federal regulations governing the discharge of pulp and paper
mill effluents were promulgated on May 20, 1992. These regulations will impose
new restrictions on the effluent of the Mersey mill that will require the
installation of a wastewater treatment facility at a cost of approximately $22
million, spread over 1994-95. The Company has obtained an extension to December
31, 1995, of the effective date of compliance with these new regulations, which
the Company believes will give it sufficient time to install the necessary
equipment.
Dioxins and other chlorinated organics are contained in the effluents of
bleached kraft pulp mills. Both the South Carolina and Tennessee facilities,
which have bleached kraft pulp mills, have received discharge permits with
dioxin limitations. Currently, the effluents of both mills are well below the
respective current discharge limits for dioxin. On November 1, 1993, the EPA
proposed regulations that would impose new air and water quality standards aimed
at further reductions of pollutants. Final promulgation of these regulations is
due by the fall of 1995. The regulations, if adopted, will require compliance by
1998. If adopted as proposed, these new rules will require capital expenditures
at all of the Company's United States facilities, but most significantly at its
Catawba, South Carolina, facility. The Company has a number of options in
complying with the new regulations, and the amount of required capital
expenditures will depend upon which of several alternative courses of action the
Company undertakes consistent with the regulations. The Company believes that
these alternatives would require aggregate capital expenditures by the Company
of approximately $150 million through 1998. The ultimate financial impact to the
Company of compliance will depend upon the nature of the final regulations, the
timing of required implementation, the cost of available technology, the
development of new technology, and the determination of the Company as to
whether to maintain certain production levels or operate certain equipment.
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Other than capital expenditures needed to comply with the new Canadian
federal regulations and the EPA's proposed regulations described above, the
Company anticipates that continued upgrading of its facilities to maintain
environmental compliance should require capital expenditures of approximately
$10 million to $15 million per year for the foreseeable future.
The Company has been identified as a potentially responsible party under
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended (CERCLA or Superfund), for the cleanup of contamination at five
Superfund sites. Based upon its percentage share in each proceeding and the
amount of capital expenditures, deferred charges
or charges to income involved, the Company believes that such matters will not
result in liabilities that will have a material adverse effect on the Company's
financial condition or future results of operations.
While it is difficult to predict with certainty the nature of future
environmental regulations, the Company believes that, as compared to many of its
North American competitors, it will not be at a competitive disadvantage in
meeting future United States or Canadian standards.
LEGAL PROCEEDINGS
Approximately 43 lawsuits naming the Company and other parties as
defendants are pending in the State Circuit Courts of Hamilton County, Knox
County and McMinn County, Tennessee, and in the United States District Court for
the Eastern District of Tennessee. These legal actions, which claim compensatory
and punitive damages for wrongful death, personal injury and/or property damage,
arise out of a series of vehicular accidents that occurred on December 11, 1990,
in fog on Highway I-75, which passes in the general area of the Company's
Calhoun, Tennessee, mill property. Approximately 100 vehicles were involved.
Twelve people died and more than 50 people were reported to be injured in the
accidents. The plaintiffs in these actions seek to make the Company liable on
the theory that the mill's operations created the fog or contributed to its
density. Some of the actions seek to enjoin one or more unidentified operations
at the mill property. Trial is currently scheduled to begin during the first
week of February 1994. The Company believes that the claims are without merit
and that any award of punitive damages would be contrary to applicable legal
principles. The Company is vigorously defending the legal actions through its
primary insurance carrier.
The Company's excess insurers have reserved rights with respect to coverage
of the plaintiffs' claims on various grounds including their assertion that
coverage is not available for pollution claims, for consequences expected or
intended by the Company or for any punitive damages. On November 22, 1993, the
Company filed a complaint in the United States District Court for the Eastern
District of Tennessee against its first excess insurer, National Union Fire
Insurance Company, which seeks a declaratory judgment in favor of the Company on
the issues in dispute with that insurer. The Company believes that its position
in its suit against the insurer is meritorious, but at this time cannot predict
the outcome of the suit. Although there can be no assurance with respect to the
outcome of the plaintiffs' claims in the accident lawsuits, on the basis of its
current information the Company believes that awards of punitive damages are
unlikely, that its insurance coverage for compensatory damages would be adequate
to respond to any likely judgments and that, as a result, these matters would
not have a material impact on the Company's operations or financial condition in
the event of any adverse decisions that could reasonably be expected.
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.
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BUSINESS
GENERAL
The Company is a major producer of world-traded wood fiber products,
including virgin and recycled content printing papers. The Company is:
(bullet) the largest United States and third largest North American
manufacturer of newsprint, having produced approximately 1.6
million tons of newsprint in 1992,
(bullet) a major producer of coated and uncoated groundwood specialty
paper for magazines, catalogs, printed promotional pieces,
directories and other similar uses, having produced
approximately 642,000 tons of coated and uncoated groundwood
specialty paper in 1992,
(bullet) a leading converter of paper into communication papers used in
computers and other business applications, having converted
paper into approximately 204,000 tons of business forms in 1992,
and
(bullet) a supplier of market pulp and lumber products, having produced
approximately 331,000 tons of market pulp and 191.6 million
board feet of lumber in 1992.
Approximately 82 percent of the Company's 1992 sales were made in the
United States, with the balance made in export markets. Generally the Company
markets and distributes its products in the United States through its own sales
force and in the export markets through independent agents.
The Company's objective is to become the leading worldwide supplier of a
broad range of groundwood based paper products. To achieve this objective the
Company focuses on quality, customer service and costs. The Company strives to
remain a low cost producer and distributor in each of its product categories and
believes that its abundant fiber base, stable and well-trained work force and
strategic mill locations support this goal. The Company believes that its
attention to quality and commitment to customer service and satisfaction have
made it a preferred supplier in many of its market segments.
Recently, the Company has sought to enhance its margins by increasing the
percentage of higher value-added products in its product base and by introducing
new products. The Company has redirected some of its newsprint manufacturing
capacity to the manufacture of directory and other uncoated groundwood specialty
papers, which typically generate higher margins than newsprint. The Company also
manufactures a significant portion of the uncoated groundwood specialty paper
used in its communication papers converting business.
The Company is a leader in utilizing post-consumer wastepaper in the
manufacture of certain of its products. Due to new legislation and consumer
preference, the demand for newsprint and uncoated groundwood specialty paper
containing recycled fiber has increased significantly in recent years. The
Company believes that its ability to produce paper with recycled content has
become an important competitive factor.
The Company operates four paper mills and two sawmills in the United States
and one paper mill and one sawmill in Canada. These operations are fully
integrated and are supported by approximately 4.0 million acres of timberlands
(almost all of which are owned by the Company). The Company has invested
approximately $1.1 billion in its facilities since 1988, principally to improve
their efficiency and to add production and recycling capacity. As of June 1993,
five of the Company's nine newsprint machines were ranked among the top twelve
most efficient in the industry. As a result, the Company believes it is well
positioned to take advantage of improvements in its primary markets when and if
they occur.
PULP AND PAPER PRODUCTS SEGMENT
OVERVIEW
Newsprint is a basic type of printing paper used primarily in the
publication of newspapers with much of the remaining production going to
commercial printers for preprinted newspaper inserts and government printing
jobs. The highly capital intensive newsprint industry is global and
characterized by periods of supply and demand imbalance, primarily in the North
American, Western European and Asian markets. The demand for newsprint is most
heavily influenced by newspaper advertising and circulation and tends to track
general economic cycles. Increases in supply are mostly influenced by the
addition of large new newsprint machines which take approximately two years to
construct and place in service. Capacity additions may be announced and
implemented at similar times by several independent producers, which can
contribute to periods of oversupply.
21
<PAGE>
Uncoated groundwood specialty papers are generally of higher quality and
command higher prices than newsprint. These papers are manufactured using
production processes similar to those used for newsprint but typically have
significantly better printing characteristics, giving them a broader variety of
printing and advertising uses. These printing papers are used in a variety of
products, such as catalogs, directories, newspaper inserts, periodicals and
business papers.
Coated paper is a higher quality printing paper than uncoated groundwood
paper. Coated papers are typically categorized into a variety of types depending
on their ultimate end use. These varieties range from those suited for use in
annual reports and expensive advertising and marketing pieces to coated paper
used in mass market magazines, catalogs, coupons and newspaper inserts. The
manufacture of coated paper is more technically demanding than that of newsprint
or other uncoated groundwood papers.
The uncoated specialty and coated groundwood papers businesses also tend to
be cyclical and are significantly influenced by global competitive factors.
Prices for the various grades of uncoated groundwood specialty and coated
groundwood papers generally follow the price trends for newsprint and coated
freesheet papers, respectively, which in periods of oversupply may substitute
for these groundwood papers.
Pulp is produced by reducing wood into its component parts. Market pulp is
generally sold to other paper manufacturers. Because pulp is used in paper
products, demand for market pulp tends to track that for groundwood and
freesheet paper products.
NEWSPRINT
INDUSTRY OVERVIEW
Worldwide newsprint consumption in 1992 was approximately 35.5 million
tons, of which approximately 14.0 million tons or 39 percent were consumed in
North America, 8.8 million tons or 25 percent were consumed in Western Europe,
7.9 million tons or 22 percent were consumed in Asia and 4.8 million tons or 14
percent were consumed in the rest of the world.
Approximately 77 percent of the United States newsprint market is used by
daily newspapers and the remaining 23 percent goes into weekly newspapers,
pre-printed newspaper inserts, paperback books and similar uses. Of the 17.2
million tons of newsprint shipped by the North American newsprint industry in
1992, 12.8 million tons were shipped to the United States, 1.1 million tons were
shipped to Canada and 3.3 million tons were shipped to offshore markets,
principally Europe, Asia and Latin America. Approximately 40 percent of all
newsprint sold in the United States is sold to 10 major publishers.
The following table sets forth North American shipments, capacity, industry
operating rates, net exports and United States consumption for newsprint, as
reported by the American Forest and Paper Association (AFPA), and average
eastern United States transaction prices per ton, as reported by Resource
Information Services, Inc. (RISI).
NORTH AMERICAN NEWSPRINT
(THOUSANDS OF TONS, EXCEPT PERCENTAGES AND DOLLAR AMOUNTS)
<TABLE>
<CAPTION>
FIRST TEN
MONTHS OF
1993 1992 1991 1990 1989 1988 1987 1986 1985
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Shipments.......................... 14,395 17,202 16,402 16,624 16,668 16,705 16,565 15,795 15,240
Capacity........................... 15,159(1) 18,413 18,392 17,926 17,341 17,077 16,870 16,661 16,562
Industry operating rate (2)........ 96% 92% 91% 93% 96% 99% 98% 95% 92%
Net exports (3).................... 2,592 3,202 2,701 2,027 2,201 1,830 1,560 1,635 1,362
U.S. consumption................... 10,611 12,824 12,545 13,365 13,493 13,498 13,562 13,088 12,684
Average eastern United States
transaction prices (United States
$) (4)........................... $415 $399 $481 $502 $512 $545 $497 $445 $454
<CAPTION>
1984 1983
<S> <C> <C>
Shipments.......................... 15,418 14,376
Capacity........................... 16,554 16,670
Industry operating rate (2)........ 93% 87%
Net exports (3).................... 1,574 1,801
U.S. consumption................... 12,510 11,606
Average eastern United States
transaction prices (United States
$) (4)........................... $450 $422
</TABLE>
(1) 10/12 of 1993 reported capacity.
(2) Calculated as the ratio of production to capacity.
(3) Total exports less total imports. Import data for the first ten months of
1993 were estimated.
(4) Transaction prices reflect an estimate of average delivered transaction
prices per ton for major contract buyers in the eastern United States.
Approximately 2.8 million tons of newsprint capacity were added in North
America from 1989 through 1991. These increases were accomplished through
expansions and improvements of existing facilities, resulting in twelve new
machines (five in the United States and seven in Canada) in operation. However,
United States newsprint consumption declined 5.4 percent between its peak in
1987 and 1992. This drop in consumption, coupled with the increase in new and
upgraded capacity, led to market oversupply and a drop in newsprint prices from
their high in 1988 of $545 per ton to $399 per ton in
22
<PAGE>
1992. The Company believes that this drop in prices resulted in operating losses
for most newsprint producers including the Company.
Faced with unprofitable machines and excess supply, some North American
producers either shut down or converted approximately 1.4 million tons of
newsprint capacity during 1989-1992. In addition, several North American
newsprint producers have announced closures and conversions to higher grades of
paper that would effectively remove approximately 330,000 tons of newsprint from
the market during 1993. Certain industry observers believe that the increasing
costs of compliance with environmental legislation could result in additional
closures of newsprint machines in North America. As of the date of this
Prospectus, the Company is aware of no significant announced North American
newsprint capacity increases and therefore believes that newsprint production
capacity increases by its North American competitors over the next two to three
years should be negligible. The Company is also aware, however, that in 1994
approximately 400,000 tons of industry newsprint capacity will be added in
Europe.
The Company believes that four factors worked to pressure newsprint prices
in 1993. First, demand has been essentially unchanged. Second, an anticipated
strike in eastern Canada did not materialize. These two factors contibuted to
substantially larger inventories than normal. Third, Canadian newsprint
producers became more cost competitive against United States producers due to
weakening in Canada's currency and cost reduction efforts. Finally, the
opportunity for North American newsprint producers to export was hurt by the
devaluation of Swedish and Finnish currencies in late 1992. Prices have weakened
steadily from the first half of 1993, eliminating the increase in transaction
prices that was achieved in March 1993.
North American newsprint operating rates and inventories have approached
levels that prompted numerous east coast industry producers (including the
Company) to announce a 7 percent reduction in price discounts effective March 1,
1994. No assurance can be given, however, that any price increase can be
achieved.
RECYCLED FIBER CONTENT IN NEWSPRINT
Since the late 1980's, demand for newsprint with recycled content has
increased significantly as a result of two principal factors: (i) existing and
anticipated legislation requiring the use of newsprint with minimum levels of
recycled fiber content and (ii) increasing public preference for products
perceived to be more environmentally friendly.
The technology of producing recycled pulp has improved substantially as
demand for paper containing recycled fiber has increased. The technology used by
the Company to produce recycled pulp is state-of-the-art and permits the Company
to provide recycled content papers with qualities comparable to virgin
wood-based papers.
COMPANY OPERATIONS
The Company is the largest United States manufacturer of newsprint and is
the third largest newsprint manufacturer in North America. Its newsprint
production for the nine months ended October 2, 1993, was approximately 1.1
million tons, representing approximately 8.4 percent of total North American
newsprint production for the same period.
The Company manufactures newsprint in a variety of basis weights. The
Company's newsprint production is sold directly by the Company, primarily to
newspaper publishers and commercial printers, through regional sales offices
located in major metropolitan areas of the eastern half of the United States. In
1992, Advance Publications, Inc., and The Washington Post (which separately have
a minority investment in certain production facilities at two of the Company's
mills) collectively accounted for approximately 8.1 percent of the Company's
consolidated sales and 18.2 percent of the Company's newsprint sales. Virtually
all of the Company's newsprint customers buy from several suppliers. The Company
is a major exporter of newsprint, selling between approximately 20 percent and
25 percent of its total newsprint production abroad, and has exported into the
European, South American and Asian markets for many years. The geographic
locations of the Company's newsprint mills permit distribution of their products
by rail, truck, ship or barge.
During the recent period of economic downturn, the Company has continued to
invest in its mills to maintain modern, productive and cost-effective
facilities. The Company has focused on productivity, quality and cost
containment, achieving Company production records at each location, while at the
same time meeting strict customer quality standards.
The Company's ability to supply substantial quantities of high-quality
newsprint having as much as 20 percent recycled fiber content has given the
Company a competitive advantage in the newsprint industry.
23
<PAGE>
UNCOATED GROUNDWOOD SPECIALTY PAPERS (DIRECTORY AND OTHER SPECIALTY PAPERS)
INDUSTRY OVERVIEW
Worldwide uncoated groundwood specialty paper consumption in 1992 was
approximately 12.0 million tons, of which approximately 3.8 million tons or 32
percent were consumed in North America, 3.8 million tons or 32 percent were
consumed in Western Europe, and 4.4 million tons or 36 percent were consumed in
the rest of the world.
Directory paper is used primarily in publications such as telephone books,
while other groundwood specialty papers are used in newspaper inserts, direct
mail advertisements, catalogs, school supplies and similar kinds of
applications. Prices for uncoated groundwood specialty papers are generally
higher than for newsprint. These prices, however, are influenced by prices for
newsprint and for coated groundwood papers, as those papers may, at times, be
cost-effective substitutes for uncoated groundwood specialty papers.
The marketing and sale of uncoated groundwood specialty papers is different
from that of newsprint in a number of significant respects. Uncoated groundwood
specialty papers comprise a wider range of specifications such as weight,
brightness, smoothness and thickness and are generally purchased by a broader
variety of customers for a number of more specialized uses. As a result, a more
complex marketing effort generally is required to reach the customers in this
market and marketing efforts and production of paper must be more carefully
suited to the needs of particular customers. Consequently, service and
responsiveness are important in obtaining and retaining customers. Most
customers for uncoated groundwood specialty papers purchase from more than one
supplier.
North American producers shipped approximately 3.5 million tons of uncoated
groundwood specialty papers in 1992, of which approximately 3.3 million tons
went to customers in the United States and Canada. The North American market for
uncoated groundwood specialty papers was approximately 3.8 million tons in 1992,
of which the United States market was by far the largest, accounting for
approximately 3.5 million tons. Within the United States market, Canadian
producers supplied 45 percent of uncoated groundwood specialty papers, and the
United States producers supplied 42 percent of the requirements of that market,
with the balance primarily supplied by producers of various Western European
countries.
Demand for uncoated groundwood specialty papers in North America grew over
the last ten years at an average annual rate of 4.1 percent, a much faster
growth rate than for newsprint. The latest economic downcycle has offset this
trend somewhat and from 1991 to 1992 demand for uncoated groundwood specialty
papers fell. North American demand for uncoated groundwood specialty papers was
strong in the first nine months of 1993. Imports, however, increased during this
period due to devaluation of the Swedish and Finnish currencies in late 1992.
The increase in imports contributed to a lack of improvement in prices.
The following table shows North American shipments, capacity, industry
operating rates and net imports for uncoated groundwood specialty paper as
reported by AFPA, and North American consumption as reported by RISI.
NORTH AMERICAN UNCOATED GROUNDWOOD SPECIALTY PAPERS
(THOUSANDS OF TONS, EXCEPT PERCENTAGES)
<TABLE>
<CAPTION>
FIRST TEN
MONTHS OF
1993 1992 1991 1990 1989 1988 1987 1986 1985
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Shipments.......................... 3,214 3,471 3,706 3,762 3,583 3,398 3,013 2,979 2,774
Capacity........................... 3,355(1) 4,052 4,465 4,018 3,906 3,574 3,204 3,170 2,961
Industry operating rate (2)........ 96% 86% 83% 94% 92% 95% 94% 94% 94%
Net imports (3).................... 334 314 155 270 313 413 509 422 412
North American consumption (4)..... 3,529 3,785 3,861 4,032 3,897 3,812 3,523 3,401 3,186
<CAPTION>
1984 1983
<S> <C> <C>
Shipments.......................... 2,673 2,437
Capacity........................... 2,828 2,670
Industry operating rate (2)........ 95% 91%
Net imports (3).................... 462 208
North American consumption (4)..... 3,136 2,640
</TABLE>
(1) 10/12 of reported capacity.
(2) Calculated as the ratio of shipments to capacity.
(3) Total imports less total exports. Data for ten months were estimated.
(4) Total shipments plus imports less exports. Data for ten months were
estimated.
RECYCLED FIBER CONTENT IN DIRECTORY AND OTHER UNCOATED GROUNDWOOD SPECIALTY
PAPERS
Generally, the proportion of recycled fiber is lower in uncoated groundwood
specialty papers than in newsprint, in large part because there has been limited
legislative activity with respect to recycled content in uncoated groundwood
specialties. Several states have nonetheless adopted legislation requiring
recycled content in certain uncoated groundwood paper grades. The Yellow Pages
Publishers Association, which represents telephone directory publishers
principally in the United States,
24
<PAGE>
has adopted recommended guidelines for minimum recycled content for directory
papers. In addition, in response to consumer demand for recycled products, many
regional telephone companies have set minimum recycled content requirements for
their purchases of directory paper.
COMPANY OPERATIONS
The Company is the largest United States and the fourth largest North
American producer of directory and other uncoated groundwood specialty papers.
With the acquisition of GNP on December 31, 1991, the Company gained the ability
to manufacture directory papers and increased its capacity to produce other
uncoated groundwood specialty paper grades. The Company's directory and other
uncoated groundwood specialty production for the nine months ended October 2,
1993, was approximately 248,000 tons. The Company's major customers for
directory papers are telephone companies, while its primary customers for its
other uncoated groundwood specialty papers are commercial printers.
The Company, like certain of its competitors, has begun to redirect some of
its newsprint manufacturing capacity to the manufacture of directory and other
uncoated groundwood specialty papers to capture the generally higher margins for
this product line. With the commencement in late May 1993 of operations at GNP's
new recycling plant, the Company is able to include post-consumer wastepaper in
its directory paper. In addition, the Company is focusing efforts on expanding
its presence in the export markets, and, in late 1992, entered into a three-year
contract for purchases by Nippon Telephone and Telegraph. With this contract,
the Company's 1993 exports were approximately 22 percent of its directory and
other uncoated groundwood specialty paper production. In addition, the Company
is manufacturing a significant portion of the uncoated groundwood specialty
paper used in its communication papers converting business. See
Business -- Communication Papers.
COATED GROUNDWOOD PAPER
INDUSTRY OVERVIEW
Worldwide coated groundwood paper consumption in 1992 was approximately
12.5 million tons, of which approximately 4.4 million tons or 35 percent were
consumed in North America, 5.7 million tons or 46 percent were consumed in
Western Europe, and 2.4 million tons or 19 percent were consumed in the rest of
the world.
Coated paper grades range from the premium grades found in annual reports
and expensive advertising pieces (requiring higher brightness and more expensive
pulps and coating materials) to those found in mass market magazines, catalogs,
coupons and newspaper inserts. The latter (referred to in the industry as No. 5
or LWC) is generally of a lower basis weight and lower brightness but currently
makes up approximately 45 percent of the total coated paper market.
The following chart sets forth North American shipments, capacity, industry
operating rates, net imports and United States purchases for coated groundwood
paper as reported by AFPA and the Canadian Pulp and Paper Association.
NORTH AMERICAN COATED GROUNDWOOD PAPERS
(THOUSANDS OF TONS, EXCEPT PERCENTAGES)
<TABLE>
<CAPTION>
FIRST TEN
MONTHS OF
1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C>
Shipments................................................ 4,086(1) 4,912 4,543 4,723 4,429
Capacity................................................. 4,501(2) 5,171 4,971 4,960 4,760
Industry operating rates (3)............................. 91% 95% 91% 95% 93%
Net imports (4).......................................... 311 125 148 282 299
U.S. purchases........................................... 4,168 4,787 4,470 4,761 4,481
</TABLE>
(1) Data for ten months were estimated.
(2) 10/12 of the 1993 reported capacity.
(3) Calculated as the ratio of shipments to capacity.
(4) Total imports less total exports. Data for ten months were
estimated.
The coated groundwood paper market has experienced a decline similar to,
although less severe than, that in the newsprint market. Increases in capacity,
particularly in Europe, created downward pressure on prices in the early 1990's.
Prices continued to decrease through mid-1992, due to the ailing United States
economy and the resulting weakness in the demand for advertising. Coated
groundwood paper demand in the United States was relatively flat in the first
nine months of 1993 versus the first nine months of 1992. The Company, along
with a number of other major producers of coated paper, implemented coated paper
price increases in the third quarter of 1993. Since then, there has been
substantial discounting due to an
25
<PAGE>
increase in imports and a decrease in magazine advertising demand, eroding the
majority of this price increase. The pace of any further market improvement will
depend upon growth in United States consumption and upon a rebound of the
European markets to absorb the excess capacity of European producers. The
Company believes that any improvement in demand in 1994 is likely to translate
into improved industry operating rates because capacity growth is only expected
to increase in 1994 by approximately 1 percent.
COMPANY OPERATIONS
The Company is the fifth largest producer in the United States and the
sixth largest North American producer of coated paper. Its coated paper
production for the nine months ended October 2, 1993, was approximately 344,000
tons. The Company's tonnage shipments have increased 3.4 percent for the first
nine months of 1993, compared with the same period in 1992. The Company's coated
paper production consists of LWC which is used primarily in mail order catalogs,
magazines, coupons and advertising pieces. Substantially all of the Company's
coated paper production is sold in the United States.
The Company sells coated paper to numerous printers, publishers, mail order
houses and paper merchants. Coated paper is distributed by truck and rail from
the Company's Catawba, South Carolina, and Millinocket, Maine, mill sites, which
are strategically located to supply the southeastern and northeastern United
States, respectively, as well as jointly serving the midwestern market.
MARKET PULP
Worldwide market pulp consumption in 1992 was approximately 30.2 million
tons, of which approximately 6.3 million tons or 21 percent were consumed in
North America, 13.8 million tons or 46 percent were consumed in Western Europe,
8.1 million tons or 27 percent were consumed in Asia and Africa and 2.0 million
tons or 6 percent were consumed in the rest of the world.
Market pulp is generally defined as pulp produced for sale in the open
market and is a globally traded commodity product. Since 1989, market pulp has
experienced significant weakening in demand and increases in new capacity. New
lower cost capacity from South America and Swedish and Finnish currency
devaluations have put further pressure on prices. These developments have caused
a significant decline in prices since 1989, from an average price per ton
realized by the Company of $699 in 1989 to $320 in November 1993. Moreover, the
Company, along with several of its competitors, faces significant problems in
selling market pulp into Germany and certain other European markets because it
does not produce total chlorine free or elemental chlorine free pulp. The
bleached kraft market is also facing some competition from recycled pulp.
The Company is a relatively small participant in the global pulp market,
producing approximately 330,000 tons annually. The Company sells its production
primarily in the export market, to numerous manufacturers of fine paper, tissues
and other paper products. Most of the Company's market pulp is fully bleached,
but small amounts of semi-bleached kraft grades are sold. In recent years, 70
percent to 80 percent of the Company's pulp sales have been to the export
market, where the product is typically sold through agents. United States sales
are made directly by the Company.
The depressed state of the world pulp market has led to numerous mill
closures and temporary production curtailments. Currently, the Company estimates
that world transaction prices are below sustainable levels and that inventory
levels are low relative to normal levels. Accordingly, the Company believes that
pulp producers worldwide are raising prices by between $40 and $60 per ton
effective in the December 1993 to March 1994 time period. No assurances can be
given, however, that any price increase will be maintained.
PULP AND PAPER MANUFACTURING FACILITIES
The Company manufactures paper or pulp at five locations. Both the
Company's Southern Division and Calhoun Newsprint Company (CNC) (which is owned
51 percent by the Company and 49 percent by Advance Publications, Inc.) are
located at Calhoun, Tennessee. The Company's Carolina Division is located at
Catawba, South Carolina. GNP owns the two mills located in Maine. Bowater Mersey
Paper Company (Mersey) (which is owned 51 percent by the Company and 49 percent
by The Washington Post Company) is located at Liverpool, Nova Scotia.
26
<PAGE>
The following table sets forth certain information concerning these
manufacturing sites. The Company's facilities generally ran at or near capacity
during 1992 and the first nine months of 1993.
<TABLE>
<CAPTION>
NUMBER OF 1992
PAPER FURNISH PRODUCTION
PRODUCT AND FACILITY MACHINES TYPE (AMOUNTS IN TONS)
<S> <C> <C> <C>
Newsprint and other uncoated groundwood papers
Calhoun, Tennessee 5 TMP, Kraft, 837,076
Groundwood,
Recycled
Catawba, South Carolina 1 TMP, Kraft 260,342
Liverpool, Nova Scotia 2 TMP 252,602
Millinocket, Maine 2 Sulfite, Groundwood 152,291
E. Millinocket, Maine 2 Groundwood, 297,120
Recycled, Purchased
Kraft
TOTAL 12 1,799,431
Coated paper
Catawba, South Carolina 2 Kraft, TMP 335,588
Millinocket, Maine 3 Sulfite, Groundwood 110,955
TOTAL 5 446,543
Market pulp
Catawba, South Carolina Softwood 264,549
Calhoun, Tennessee Hardwood 66,787
TOTAL 331,336
</TABLE>
CALHOUN, TENNESSEE (SOUTHERN DIVISION AND CNC)
This facility is located on the Hiwassee River in Tennessee and is the
largest newsprint mill in North America. The site is shared by the Company and
CNC. Advance Publications, Inc., is the Company's largest customer, purchasing
the equivalent of CNC's entire annual output (which was approximately 240,000
tons in 1992).
At this facility, the Southern Division operates four paper machines that
produce newsprint and uncoated groundwood specialty papers. Also located at this
facility is CNC's newsprint machine, the largest on the site. Although the
Southern Division manages and operates the entire Calhoun facility, CNC owns
68.4 percent of the site's thermomechanical pulp (TMP) mill and 100 percent of
the site's recycled fiber plant completed in August 1991. The Southern Division
owns the remaining 31.6 percent of the TMP mill and 100 percent of the other
facilities at this location. These other facilities include kraft and groundwood
pulp mills, a power plant, water treatment facilities, and other support
equipment necessary to produce the finished product. Recent significant capital
improvements in the Southern Division have included the rebuilding and updating
of four paper machines with new twin wire formers that have contributed to
increased production and higher quality. The continuing modernization of the
Southern Division's facilities has substantially improved product quality and
supported its position as one of the most productive in the industry. In
addition, the Calhoun mill has created a process whereby post-consumer recycled
pulp and virgin pulps are used in paper sold to the Company's communication
papers group.
Approximately 20 percent of the Company's market pulp production comes from
the Southern Division, where the capability to produce hardwood pulp has opened
new market channels for the Company. The Company replaced a smaller 34-year old
kraft pulp mill at Calhoun in early 1990 with a new bleached kraft pulp mill
that has the capacity to produce 900 tons of pulp per day. This new mill
utilizes the most up-to-date technology and has provided increased capacity,
improved pulp quality, reduced energy consumption, and an improved environmental
impact. In addition to supplying the chemical pulp portion of the newsprint
furnish, the new kraft mill, during its third year of operation in 1992, also
produced 66,787 tons of fully bleached market pulp for sale to customers.
In 1994, the Southern Division will replace its present recovery boilers,
which are 27 and 39 years old, with a new recovery boiler currently under
construction. A recovery boiler is an essential part of the kraft pulping
process. The new recovery boiler will enable the Company to realize significant
cost reductions and meet currently proposed environmental
27
<PAGE>
regulations. The acquisition of this recovery boiler will be financed in part
with the proceeds of the sale of the Depositary Shares. See Use of Proceeds.
The Company believes that its Calhoun mill is a modern, highly efficient
operation meeting customer demands for paper with both wastepaper and virgin
pulp content.
CATAWBA, SOUTH CAROLINA (CAROLINA DIVISION)
This facility's newsprint machine is one of the largest and most productive
newsprint machines in the industry. In 1988, the Company installed a twin wire
former and other ancillary equipment that have enhanced this machine's capacity
and permitted it to produce a higher quality product.
The Carolina Division manufactures a variety of coated grades on two coated
paper machines. Since 1985, the Company has made continuous improvements in the
quality of its coated paper and the number of grades offered.
In addition to furnishing its internal pulp requirements, the Carolina
Division supplies bleached softwood kraft market pulp to paper manufacturers. In
1992, approximately 80 percent of the Company's market pulp production came from
its Carolina Division.
The Company believes that its Catawba mill is among the most
cost-competitive and productive mills in the industry.
LIVERPOOL, NOVA SCOTIA (MERSEY)
Mersey is jointly owned by the Company and The Washington Post Company,
which annually purchases 75,000 tons of newsprint from the Company. The Mersey
mill is located on an ice-free port providing access to ports along the eastern
seaboard of the United States and throughout the world. Its two paper machines,
built in 1929, were completely rebuilt between 1983 and 1985. The mill also
operates support facilities required to produce the finished product. A new TMP
mill was started up in late 1989 and it now supplies 100 percent of the pulp to
the two newsprint machines. This change has resulted in significant improvements
in product quality.
The Company believes that its Mersey facilities are highly competitive in
product quality and machine efficiency and that the productivity of the facility
falls in the mid-range of Canadian producers.
EAST MILLINOCKET AND MILLINOCKET, MAINE (GNP)
The Company's acquisition of GNP has increased the Company's ability to
produce additional grades of lighter weight papers demanded by many publishers,
printers and paper merchants. Since the GNP acquisition, the Company has
undertaken a number of capital improvements at GNP to increase production
efficiencies and improve product quality.
The East Millinocket mill is located on the West Branch of the Penobscot
River in northern Maine. East Millinocket's two newest paper machines were built
in 1954 and completely rebuilt in 1985. These two machines produce newsprint,
directory paper and other uncoated groundwood specialties. The East Millinocket
mill also operates a groundwood pulp mill and other support facilities required
to produce the finished products. Sulfite pulp is pumped through a pipeline from
the Millinocket mill for use at the East Millinocket mill. The mill's recycling
facility, which began operation in late May of 1993, will enable the Company to
meet widespread customer demand for directory and newsprint paper containing
post-consumer wastepaper.
The Company believes that the paper machines at the East Millinocket
facility are highly competitive and provide customers with excellent quality
newsprint and directory paper.
The Millinocket mill is located eight miles from the East Millinocket mill
and produces newsprint, directory papers and uncoated groundwood specialties.
The Company also manufactures a variety of coated grades on three coated paper
machines at this mill site. During the third quarter of 1993, the Company
announced the phased closure of certain older, higher cost operations located at
the Millinocket mill. The phaseout will involve the shutdown of the mill's
woodyard, groundwood pulping facilities and a small paper machine that produces
uncoated groundwood specialties. Approximately 200 positions will be eliminated
throughout the mill's operations over a 12 month period as a result of this
closure. The Company believes that these changes will significantly improve the
mill's cost competitiveness.
COMMUNICATION PAPERS
Throughout the 1990's, the business forms industry has faced weak demand
and excess industry capacity. The dollar value of United States sales of
continuous stock computer forms reached a high in 1990 of $1.97 billion and has
declined
28
<PAGE>
each year since then. In 1993, such industry sales volume has remained
essentially unchanged as compared to 1992. Industry capacity utilization rates
during the past three years have averaged between 59 percent and 62 percent.
The cost of forms bond paper, the principal raw material for many business
papers, remains the determining factor in the profitability of the product
converted from it. Since substantial overcapacity continues in this paper grade,
costs have been dropping steadily since 1989. Due to intense competition, prices
and margins have followed the same downward trend.
The Company believes that the market for continuous stock forms will remain
highly competitive, and the Company does not expect total demand to increase.
The Company's subsidiary, Bowater Communication Papers Inc. (BCPI),
converts paper into continuous stock computer forms at eight plants in the
United States. BCPI markets this product and other business communication papers
through its two divisions, Bowater Computer Forms (BCF) and Star Forms, which
use a network of 30 distribution centers to service customers in major
metropolitan areas throughout the United States. BCF specializes in direct sales
to numerous large-volume end-users, such as banks and governmental entities,
while Star Forms concentrates on sales to smaller businesses and individuals
through sales to numerous business forms distributors, paper merchants, office
product dealers, computer stores and other outlets.
Demand for continuous stock computer forms increased during the late
1980's, in part because of the popularity of home computers. In the early
1990's, as the United States economy weakened, demand softened, selling prices
dropped and raw material costs rose. As a result, the profitability of these
products declined in the early 1990's. Intense competition, excess industry
capacity and weak demand have hindered the recovery of selling prices.
Given this environment, the Company's strategic focus has been to
differentiate itself from others in the marketplace by developing new products,
including forms with recycled content such as EW-20(trademark) and
EB-20(trademark), and by gaining the benefits of more vertical
integration, using the capabilities of its paper
mills. Paper is the primary cost of this business, and the Company is moving
toward providing more of BCPI's paper needs internally to the extent consistent
with customer product requirements. This vertical integration has provided the
Company generally with higher margins than the products previously produced on
its uncoated groundwood paper machines. In 1993, the Company provided
approximately 28 percent of BCPI's total paper requirements. The Company expects
this percentage in 1994 to increase to approximately 75 percent. The Company
believes that, notwithstanding the increase in use of business machines using
higher grades of paper, customers that generate high volumes of internal
documents will continue to demand groundwood based continuous stock computer
forms.
TIMBERLANDS AND LUMBER PRODUCTS
The Company currently owns approximately 3.9 million acres and manages
under lease approximately .1 million acres of timberlands throughout eight
states and Nova Scotia. These timberlands supply approximately half of the
Company's wood requirements. Approximately 2.1 million acres of these
timberlands were acquired in the GNP acquisition and are located in the State of
Maine. The balance of the United States acreage (approximately 1.1 million
acres) is located in the southeastern United States and approximately .8 million
acres are located in Nova Scotia. The Company also maintains two nurseries from
which it supplies seedlings to replace trees harvested from its timberlands,
generally planting three trees for each one that is cut.
The Company operates three sawmills that produce construction grade lumber.
The sawmill at Albertville, Alabama, produced 92.0 million board feet of lumber
in 1992. This lumber is sold in the southern and midwestern United States.
Mersey operates a small sawmill in Oak Hill, Nova Scotia, the products of which
are sold to customers in eastern Canada and the United Kingdom. The Oak Hill
sawmill produced 19.9 million board feet of lumber in 1992. The Company's
Pinkham Lumber sawmill in Ashland, Maine produced 79.7 million board feet of
lumber in 1992, with the majority of this product being sold to customers in New
England.
COMPETITION
Newsprint and bleached market pulp are consumed in virtually every country
of the world and produced in nearly all countries with adequate indigenous fiber
sources. No proprietary process is employed in either their manufacture or use,
and the Company does not spend a material amount on research and development.
There are approximately 20 major producers of newsprint with which the Company
competes. The Company is not a major producer in the market pulp industry, which
includes numerous suppliers worldwide. Price, quality and service are important
competitive determinants.
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Over half of the United States consumption of directory and other uncoated
groundwood specialty papers is currently met by imports. The Company uses price,
quality and service to compete with other producers.
The coated paper market is also highly competitive. Price, quality and
service are important competitive determinants, but a degree of proprietary
knowledge is required in both the manufacture and use of this product, which
encourages close supplier-customer relationships.
The Company believes that it has the second largest United States market
share in the sale of continuous stock computer forms at approximately 11
percent. Nonetheless, this business faces considerable competition. The
Company's competitive efforts are focused on price, quality, customer service
and the introduction of new products, including products with post-consumer
wastepaper recycled content.
As with other globally manufactured and sold commodities, the Company's
competitive position, particularly with respect to its paper and pulp products,
is significantly affected by the volatility of currency exchange rates. Since
several of the Company's primary competitors are located in Canada, Sweden and
Finland, the relative rates of exchange between those countries' currencies and
the United States dollar can have a substantial effect on the Company's ability
to compete. Recently, the Company's competitive position has been adversely
affected by the relative strength of the United States dollar against these
currencies.
In addition, the degree to which the Company competes with foreign
producers depends in part on the level of demand abroad. Shipping costs
generally cause producers to prefer to sell in local markets when the demand is
sufficient in those markets.
Trends in electronic data transmission and storage could adversely affect
traditional print media, including products of the Company's customers; however,
neither the timing nor the extent of those trends can be predicted with
certainty. Industry reports indicate that the Company's newspaper publishing
customers in North America have experienced some loss of market share to other
forms of media and advertising, such as direct mailings and newspaper inserts
(both of which are end uses for selected Company products) and cable television.
These customers are also facing a decline in newspaper readership, circulation
and advertising lineage. The Company does not believe that this is the case in
most overseas markets.
Part of the Company's competitive strategy is to be a low cost producer of
its products while maintaining strict quality standards and being responsive on
environmental issues. The Company believes that its large woodland base,
relative to its paper production, provides it with a competitive advantage in
controlling costs and that its two recycling facilities have further enhanced
its competitive position. The Company believes that the cost advantage of these
recycling facilities, as compared to the more traditional methods of paper
production, should continue until the price for wastepaper significantly rises.
RAW MATERIALS
The manufacture of pulp and paper requires significant amounts of wood
fiber and energy. Approximately 3.0 million cords of wood were consumed by the
Company during 1992 for pulp and paper production. Wood harvested from Company-
owned or Company-leased properties supplies approximately 50 percent of the
Company's total wood fiber requirements. The balance of the Company's virgin
wood requirements are purchased, primarily under contract, from local wood
producers, private landowners and sawmills (in the form of chips) at market
prices. Wastepaper (in the form of old newspapers and magazines) is purchased
from suppliers in the regions of the Company's two recycling plants. These
suppliers collect, sort and bale the material before selling it to the Company,
primarily under long-term contracts.
Steam and electrical power are the primary forms of energy used in pulp and
paper production. In 1992, the Company internally generated approximately 21
percent of its total electrical power requirements. Over time, the Company has
reduced its dependence upon oil and natural gas by increasing its ability to
burn wood wastes and coal. Process steam is produced in boilers at the various
mill sites from a variety of fuel sources, including waste products. Internally
generated electrical power at the Calhoun and Catawba facilities supplements
purchased electrical power. The Company has long-term contracts in place with
the electric utilities that serve its Catawba, Calhoun and Mersey facilities.
The Company's paper operations in Maine are substantially self-sufficient
electrically with six hydroelectric facilities located on the West Branch of the
Penobscot River (containing 31 hydroelectric generators) and seven steam turbine
generators located in the mill power plants.
The Company operates its Maine hydroelectric facilities pursuant to
long-term licenses granted by the Federal Energy Regulatory Commission (FERC) or
its predecessor, the Federal Power Commission. The existing licenses for certain
dams expired on December 31, 1993. The Company is currently engaged in the
multi-year relicensing process to obtain new
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30-year licenses. The relicensing proceedings have not yet concluded; however,
annual extensions are expected to be granted while FERC proceeds with
preparation of an environmental impact statement now scheduled to be issued in
the third quarter of 1994. In connection with the relicensing process, various
groups have intervened and raised objections that are now being considered by
FERC. Although there can be no assurances, the Company believes that,
notwithstanding these objections, new licenses will be issued and that such
licenses will contain terms and conditions that will allow the Company to
maintain most of the benefits that are provided under the existing licenses. In
the interim period, the Company will continue to operate under the existing
licenses or such annual licenses as FERC issues prior to the conclusion of the
pending relicensing proceedings.
EMPLOYEES
Along with wood fiber and energy, labor constitutes a significant component
of the cost of paper and pulp production. As of January 1993, the Company
employed approximately 6,900 people, of whom approximately 4,400 were
represented by bargaining units. For a discussion of recent personnel
reductions, see Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources. The labor agreement at
the Company's Catawba mill was recently extended for four years beginning April
1, 1993. A 1990 labor contract at the Calhoun mill with most of the plant's
hourly employees lasts until July 1996. Negotiations are under way for the
renewal of the labor contract at the Mersey mill, which expired in May 1993.
Contracts covering the large majority of unionized employees of GNP expire in
August 1995. All plant facilities are situated in areas where an adequate labor
pool exists and relations with employees are considered good by the Company. The
Company's employment efforts are focused on training and safety.
TRADEMARKS AND NAME
The Company currently possesses the exclusive worldwide right to use the
trademarked Company logo and, in the Western Hemisphere, the exclusive right to
use the trade name Bowater. The Company considers these rights to be valuable
and necessary to the conduct of the Company's business.
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TECHNICAL GLOSSARY
BASIS WEIGHT: unit of measurement of paper consisting of its weight divided
by a specific surface area, commonly denominated in North America in pounds/ream
and elsewhere in grams/square meter.
COATED PAPER: paper treated with certain additives, mainly inorganic
pigments, latex, starch and other chemicals to obtain certain characteristics
necessary to achieve high quality printing.
DIRECTORY PAPERS: lightweight uncoated groundwood specialty papers used for
telephone and other directories and catalogs.
FREESHEET PAPER: paper made from fibers manufactured from a chemical
pulping process (kraft) as opposed to a mechanical pulping process (groundwood
or thermomechanical pulp).
FURNISH: a blend of different types of pulps and additives that are
provided to the paper machine for making paper.
LIGHTWEIGHT COATED GROUNDWOOD PAPER (LWC): coated groundwood paper
typically having a basis weight ranging between 25 and 50 pounds.
NEWSPRINT: a printing paper classified as newsprint by virtue of its
characteristics of weight, brightness, smoothness and thickness, made largely
from groundwood, mechanical or recycled pulp, usually reinforced to varying
degrees with chemical pulp.
OPERATING RATE: the ratio of actual production to the capacity of a machine
or mill.
PULP: a fibrous material produced mechanically or chemically by reducing
woody plants into their component parts. Pulp can result from a variety of
processes including cooking, refining, grinding or the processing and cleaning
of wastepaper. Pulp can be either in a wet or dry state. Types of pulp include:
KRAFT PULP -- pulp obtained by cooking wood in solutions of various
chemicals. The principal chemical processes are sulphite and sulphate.
RECYCLED PULP -- pulp produced from recycling and de-inking old
newspapers, directories and magazines.
GROUNDWOOD PULP -- pulp produced mechanically by grinding logs.
THERMOMECHANICAL PULP (TMP) -- groundwood pulp produced through a
process involving the mechanical refining of wood chips under high
temperature and pressure.
RECYCLING: a process to remove inks and other non-fiber contaminants from
repulped wastepaper for the purpose of obtaining clean fiber suitable for
manufacturing printing paper. The principal technique used by the Company to
remove ink and other non-fibrous contaminants is based on flotation and washing
technology.
TWIN WIRE FORMER: a manufacturing technique allowing drainage from two
supporting surfaces (wires), providing paper with better dimensional stability,
less two-sidedness and better overall printing characteristics than paper
manufactured from traditional single-wire formers.
UNCOATED GROUNDWOOD SPECIALTY PAPERS: uncoated papers of higher quality
than newsprint but lower quality than fine paper in terms of weight, brightness,
smoothness and thickness. It is made largely from groundwood pulp, but also
contains varying proportions of chemical pulp.
VIRGIN FIBER: pulp fiber derived from fiber sources not previously
processed into paper.
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DESCRIPTION OF CAPITAL STOCK
THE FOLLOWING SUMMARY OF CERTAIN PROVISIONS OF THE COMPANY'S CAPITAL STOCK
DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
ALL OF THE PROVISIONS OF THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION AND
BYLAWS.
The Company is authorized to issue 100,000,000 shares of Common Stock, $1
par value (Common Stock), and 10,000,000 shares of Serial Preferred Stock, $1
par value (Preferred Stock). As of January 10, 1994, there were approximately
7,289 holders of record of the Company's Common Stock.
COMMON STOCK
DIVIDENDS. Subject to the prior rights of the Preferred Stock, each
outstanding share of Common Stock is entitled to such dividends as may be
declared from time to time by the Board of Directors consistent with the
provisions of the Company's Restated Certificate of Incorporation, the Company's
Bylaws and applicable law.
VOTING. Each outstanding share of Common Stock is entitled to one vote on
all matters submitted to a vote of holders of the Common Stock. Removal of
directors can be for cause only and requires a 75 percent vote of the
outstanding shares entitled to vote at an election of directors. A vote of 75
percent of the outstanding shares entitled to vote for the election of directors
is required in order to approve certain business combinations involving certain
stockholders beneficially owning more than 5 percent of the outstanding shares
entitled to vote for the election of directors, unless the Board of Directors
recommends the transaction prior to the acquisition by such stockholders of more
than 5 percent of the voting power of the outstanding shares entitled to vote
for the election of directors, or unless a majority of the continuing directors
approves the transaction, in each of which cases the shareholder vote, if any,
that is required by law will suffice. A vote of 75 percent of the voting power
of the outstanding shares is required to amend certain provisions in the
Restated Certificate of Incorporation or, in certain circumstances, various
provisions of the Bylaws. Stockholders of the Company are not permitted to act
by written consent but are required to act through a sufficient vote at a duly
convened stockholders meeting. The Board of Directors is classified into three
classes, with staggered terms of three years each. The Company's Common Stock
does not possess cumulative voting rights.
LIQUIDATION. Subject to the prior rights of the Preferred Stock, in the
event of any liquidation or dissolution of the Company, holders of the Common
Stock are entitled to receive pro rata any assets of the Company remaining after
provision for payment of creditors.
TRANSFER AGENTS AND REGISTRARS. The transfer agents and registrars of the
Common Stock are The Bank of New York and the R-M Trust Co.
OTHER. Holders of Common Stock have no conversion rights or preemptive
rights to purchase or subscribe for securities of the Company. The Common Stock
is not subject to further calls or to assessments.
RIGHTS PLAN
The following summary of certain provisions of the Company's Rights Plan
does not purport to be complete and is qualified in its entirety by reference to
all of the provisions of the Rights Agreement dated as of April 22, 1986, as
amended, between the Company and the Bank of New York as successor Rights Agent
to Morgan Guaranty Trust Company of New York. Capitalized terms used in this
summary and not otherwise defined in this Prospectus shall have the meanings
ascribed to them in the Rights Agreement.
RIGHTS. Effective May 2, 1986, the Company initiated a rights plan (the
Rights Plan) and declared a dividend of one right (a Right) for each share of
Common Stock outstanding on that date. Each certificate for shares of Common
Stock issued after May 2, 1986 and before the Distribution Date (defined below)
shall be deemed also to be a certificate for the same number of Rights. Each
Right entitles the holder to purchase one one-hundredth of a share of Junior
Participating Preferred Stock, Series A (Junior Preferred Stock), at the
Purchase Price (defined below) at any time after the Distribution Date. Until
the Distribution Date, the Rights are evidenced by the certificates for Common
Stock and are transferable only in connection with the transfer of Common Stock,
with the surrender for transfer of any certificates for Common Stock
constituting a transfer of the Rights associated with such Common Stock. As soon
as practicable after the Distribution Date, separate certificates evidencing the
Rights will be mailed to holders of record of the Common Stock as of the close
of business on the Distribution Date. Until a Right is exercised, such Right
confers no rights as a stockholder of the Company, including without limitation
the right to vote or to receive dividends.
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DISTRIBUTION DATE. The Distribution Date is the earlier of (1) ten days
after the announced date (Stock Acquisition Date) that a person (Acquiring
Person), together with affiliates and associates, becomes the beneficial owner
of 20 percent or more of the Common Stock or (2) ten days after the date of
commencement or public announcement by a person (other than the Company),
together with affiliates and associates, of a tender offer for 30 percent or
more of the Common Stock.
PURCHASE PRICE. Each Right is exercisable at an initial Purchase Price of
$90. The Purchase Price is payable, at the holder's option, in cash or shares of
Common Stock having a market value equal to the Purchase Price. The Purchase
Price, and the number of shares of Junior Preferred Stock or other securities
issuable upon exercise of the Rights, are subject to adjustment to prevent
dilution arising from certain events enumerated in the Rights Plan, and the
securities issuable upon exercise of the Rights are subject to further
adjustment upon the occurrence of a Triggering Event (defined below).
TRIGGERING EVENT. A Triggering Event occurs at any time:
(1) an Acquiring Person or any affiliate or associate of an Acquiring
Person (a) merges into the Company or any subsidiary of which the Company owns a
majority of any class of capital stock and the Common Stock remains outstanding
and unchanged, (b) transfers assets to the Company in exchange for, or otherwise
obtains, securities of the Company other than in a pro rata distribution, (c)
effects a transaction in the assets of the Company or any such subsidiary having
an aggregate fair market value of more than $3 million, (d) effects a
transaction in the assets of the Company or any such subsidiary on terms less
favorable than arm's-length, (e) receives compensation from the Company or any
such subsidiary other than for full-time employment, or (f) receives the benefit
of credit assistance or tax advantages provided by the Company;
(2) there is an Acquiring Person and any transaction involving the
securities of the Company or any subsidiary results in the increase by more than
1 percent of the proportionate share of any security of the Company held by the
Acquiring Person or any affiliate or associate;
(3) a person (other than the Company or certain controlled entities)
becomes the beneficial owner of 30 percent or more of the Common Stock; or
(4) after the Distribution Date that the Company merges into or combines
with another person, any person merges or combines with the Company and the
Common Stock is exchanged for securities of another person, or the Company or
any such subsidiary sells more than 50 percent of its assets or earning power.
EFFECTS OF TRIGGERING EVENT. Upon the occurrence of a Triggering Event, the
Rights held by an Acquiring Person, and any affiliate, associate, and certain
transferees of the Acquiring Person, become void, and exercise of a valid Right
and tender of the Purchase Price by any other holder entitles the holder to
receive, in lieu of Junior Preferred Stock, (a) two times the number of shares
of Common Stock that could otherwise be purchased for the Purchase Price at the
then fair market value of the Common Stock, or (b) at the option of the
Continuing Directors, any combination of cash, property, Common Stock or other
securities of the Company equal in value to such number of shares of Common
Stock, or (c) in the case of a Triggering Event described in clause (4) of the
preceding paragraph, two times the number of shares of common stock of the
resulting or surviving corporation that could otherwise be purchased for the
Purchase Price at the fair market value of such common stock.
REDEMPTION AND TERMINATION. At any time on or prior to the earlier of the
10th day following the Stock Acquisition Date and May 2, 1996 (the expiration
date of the Rights), the Company may redeem the Rights for $.01 per Right. The
Company's Board of Directors has stated that, without shareholder approval, the
Rights Plan will not be renewed upon its expiration.
PREFERRED STOCK
The Company's Restated Certificate of Incorporation authorizes the Board of
Directors (without stockholder approval), among other things, to issue series of
Preferred Stock with such powers, designations, preferences and rights, and
qualifications, limitations or restrictions, as the Board of Directors shall
determine.
The Company currently has one series of Preferred Stock outstanding,
consisting of 1,500,000 shares of LIBOR Preferred Stock, Series A (the LIBOR
Preferred Stock), which has a stated involuntary liquidation preference of
$50.00 per share. The dividend rate on the LIBOR Preferred Stock, 2.8924 percent
for the 12-month period ended October 2, 1993, is reset quarterly based on the
London Interbank offered rates for three month United States dollar deposits.
As described above under Rights Plan, Rights holders are entitled to
purchase shares of Junior Preferred Stock subject to certain terms and
conditions. No share of Junior Preferred Stock is currently outstanding.
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At approximately the same time as the offering of the Depositary Shares,
the Company is offering $ million stated liquidation amount of the
Company's Series C Preferred Stock. The two closing s are not contingent upon
one another. The Company expects that the dividend rate on the Series C
Preferred Stock, if issued, will be approximately %.
Certain provisions of the Company's Restated Certificate of Incorporation
or Bylaws may have the effect of delaying, deferring or preventing a change in
control of the Company. These provisions include: those regarding a classified
Board of Directors; the supermajority shareholder or special director voting
requirements for approval of certain business combinations and for filling
vacancies on the Board of Directors under certain circumstances; the requirement
that the stockholders may act only through a stockholders meeting, coupled with
the provision that only the Board of Directors or certain executive officers can
call special stockholders meetings; the ability of the Board of Directors to
issue preferred stock issued serially without prior approval of the stockholders
and which may have various voting rights designated by the directors, including
a separate right to approve a merger or sale of substantially all of the assets
of the Company; and the supermajority voting requirements to amend certain
provisions of the Restated Certificate of Incorporation or, in certain
circumstances, various provisions of the Bylaws. The Rights Plan may also have
the effect of making the acquisition of control of the Company more difficult.
See Description of Capital Stock -- Rights Plan. Certain provisions in the
Company's employment contracts, stock option plans, severance pay plans, and
qualified and nonqualified benefit plans and in the indenture relating to the
Company's 9% debentures due 2009 in the principal amount of $300 million may
also have the effect of inhibiting a change of control of the Company.
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DESCRIPTION OF PRIDES
THE SUMMARY CONTAINED HEREIN OF THE TERMS OF SHARES OF PRIDES, INCLUDING
THOSE TERMS APPLICABLE TO THE SHARES OF PREFERRED STOCK OF THE COMPANY OF ALL
SERIES (THE PREFERRED STOCK), DOES NOT PURPORT TO BE COMPLETE AND IS SUBJECT TO
AND QUALIFIED IN ITS ENTIRETY BY REFERENCE TO ALL OF THE PROVISIONS OF THE
COMPANY'S RESTATED CERTIFICATE OF INCORPORATION AND FORM OF CERTIFICATE OF
DESIGNATIONS RELATING TO THE SHARES OF PRIDES (THE CERTIFICATE OF DESIGNATIONS),
A COPY OF EACH OF WHICH HAS BEEN FILED AS AN EXHIBIT TO THE REGISTRATION
STATEMENT OF WHICH THIS PROSPECTUS IS A PART.
Each of the Depositary Shares represents beneficial ownership of one-fourth
of a share of PRIDES and entitles the owner to that proportion of all the
rights, preferences and privileges of the share of PRIDES represented thereby.
See Description of Depositary Shares. The PRIDES will not be listed on any
exchange, and the Company does not expect that there will be any trading market
for the shares of PRIDES except as represented by the Depositary Shares.
DIVIDENDS
Holders of record of the shares of PRIDES (and thereby holders of
Depositary Shares) shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available therefor, cash dividends from
the date of initial issuance of the shares of PRIDES at the rate of percent
of the stated liquidation preference per annum (equivalent to $ per annum or
$ per quarter for each Depositary Share), payable quarterly in arrears on
the first day of January, April, July and October or, if any such date is not a
business day, on the next succeeding business day; PROVIDED, HOWEVER, that, with
respect to any dividend period during which a redemption of any shares of PRIDES
occurs, the Company may, at its option, declare accrued dividends to, and pay
such dividends on, the date fixed for redemption, in which case such dividends
would be payable in cash to the holders of shares of PRIDES as of the record
date for such dividend payment and would not be included in the calculation of
the related PRIDES Call Price as set forth below. The first dividend period will
be from the date of initial issuance of the shares of PRIDES to, but excluding,
April 1, 1994, and will be payable on April 1, 1994. Dividends will cease to
accrue on the shares of PRIDES on the Mandatory Conversion Date or on the date
of their earlier conversion or redemption. Dividends will be payable to holders
of record of shares of PRIDES as they appear on the stock register of the
Company on such record dates, not less than 15 nor more than 60 days preceding
the payment date thereof, as shall be fixed by the Board of Directors. Dividends
payable on shares of PRIDES for any period less than a full quarterly dividend
period will be computed on the basis of a 360-day year of twelve 30-day months
and the actual number of days elapsed in any period less than one month.
Dividends on shares of PRIDES shall accrue whether or not there are funds
legally available for the payment of such dividends and whether or not such
dividends are declared. Accrued but unpaid dividends on shares of PRIDES shall
cumulate as of the dividend payment date on which they first become payable, but
no interest shall accrue on accumulated but unpaid dividends on shares of
PRIDES.
The shares of PRIDES will rank on a parity, both as to payment of dividends
and distribution of assets upon liquidation, with the Company's LIBOR Preferred
Stock, Series A, and the Series C Preferred Stock (expected to be issued at
approximately the same time as the shares of PRIDES), as well as any Preferred
Stock issued in the future by the Company that by its terms ranks PARI PASSU
with the shares of PRIDES.
As long as any shares of PRIDES are outstanding, no dividends (other than
dividends payable in shares of, or warrants, rights or options exercisable for
or convertible into shares of, any capital stock, including without limitation
the Common Stock, of the Company ranking junior to the shares of PRIDES as to
the payment of dividends and the distribution of assets upon liquidation
(collectively Junior Stock) and cash in lieu of fractional shares in connection
with any such dividend) will be paid or declared in cash or otherwise, nor will
any other distribution be made (other than a distribution payable in Junior
Stock and cash in lieu of fractional shares in connection with any such
distribution), on any Junior Stock unless: (i) full dividends on Preferred Stock
that does not constitute Junior Stock (Parity Preferred Stock) have been paid,
or declared and set aside for payment, for all dividend periods terminating on
or prior to the date of such Junior Stock dividend or distribution payment to
the extent such dividends are cumulative; (ii) dividends in full for the current
quarterly dividend period have been paid, or declared and set aside for payment,
on all Parity Preferred Stock to the extent such dividends are cumulative; (iii)
the Company has paid or set aside all amounts, if any, then or theretofore
required to be paid or set aside for all purchase, retirement, and sinking
funds, if any, for any Parity Preferred Stock; and (iv) the Company is not in
default on any of its obligations to redeem any Parity Preferred Stock.
In addition, as long as any shares of PRIDES are outstanding, no shares of
any Junior Stock may be purchased, redeemed, or otherwise acquired by the
Company or any of its subsidiaries (except in connection with a reclassification
or
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exchange of any Junior Stock through the issuance of other Junior Stock (and
cash in lieu of fractional shares in connection therewith) or the purchase,
redemption, or other acquisition of any Junior Stock with any Junior Stock (and
cash in lieu of fractional shares in connection therewith)) nor may any funds be
set aside or made available for any sinking fund for the purchase, redemption or
acquisition of any Junior Stock unless: (i) full dividends on Parity Preferred
Stock have been paid, or declared and set aside for payment, for all dividend
periods terminating on or prior to the date of such purchase, redemption,
acquisition, setting aside or making available to the extent such dividends are
cumulative; (ii) dividends in full for the current quarterly dividend period
have been paid, or declared and set aside for payment, on all Parity Preferred
Stock to the extent such dividends are cumulative; (iii) the Company has paid or
set aside all amounts, if any, then or theretofore required to be paid or set
aside for all purchase, retirement, and sinking funds, if any, for any Parity
Preferred Stock; and (iv) the Company is not in default on any of its
obligations to redeem any Parity Preferred Stock.
Subject to the provisions described above, such dividends or other
distributions (payable in cash, property, or Junior Stock) as may be determined
by the Board of Directors may be declared and paid on the shares of any Junior
Stock from time to time and Junior Stock may be purchased, redeemed or otherwise
acquired by the Company or any of its subsidiaries, and funds may be set aside
or made available for that purpose, from time to time. In the event of the
declaration and payment of any such dividends or other distributions, the
holders of such Junior Stock will be entitled, to the exclusion of holders of
the Parity Preferred Stock, to share therein according to their respective
interests.
As long as any shares of PRIDES are outstanding, dividends or other
distributions may not be declared or paid on any Parity Preferred Stock (other
than dividends or other distributions payable in Junior Stock and cash in lieu
of fractional shares in connection therewith), and the Company may not purchase,
redeem or otherwise acquire any Parity Preferred Stock (except with any Junior
Stock and cash in lieu of fractional shares in connection therewith), unless
either: (a)(i) full dividends on Parity Preferred Stock have been paid, or
declared and set aside for payment, for all dividend periods terminating on or
prior to the date of such Parity Preferred Stock dividend, distribution,
redemption, purchase or acquisition payment to the extent such dividends are
cumulative; (ii) dividends in full for the current quarterly dividend period
have been paid, or declared and set aside for payment, on all Parity Preferred
Stock to the extent such dividends are cumulative; (iii) the Company has paid or
set aside all amounts, if any, then or theretofore required to be paid or set
aside for all purchase, retirement, and sinking funds, if any, for any Parity
Preferred Stock; and (iv) the Company is not in default on any of its
obligations to redeem any Parity Preferred Stock; or (b) with respect to the
payment of dividends only, any such dividends are declared and paid pro rata so
that the amounts of any dividends declared and paid per share of PRIDES and each
other share of Parity Preferred Stock will in all cases bear to each other the
same ratio that accrued and unpaid dividends (including any accumulation with
respect to unpaid dividends for prior dividend periods, if such dividends are
cumulative) per share of PRIDES and such other share of Parity Preferred Stock
bear to each other.
MANDATORY CONVERSION OF PRIDES
Unless previously either redeemed or voluntarily converted into Common
Stock, as hereinafter described, on the Mandatory Conversion Date each
outstanding share of PRIDES will mandatorily convert into (i) shares of Common
Stock at the PRIDES Common Equivalent Rate (as defined herein) in effect on such
date and (ii) the right to receive cash in an amount equal to all accrued and
unpaid dividends on such share of PRIDES (other than previously declared
dividends payable to a holder of record as of a prior date) to the Mandatory
Conversion Date, whether or not declared, out of funds legally available for the
payment of dividends, subject to the right of the Company to redeem the shares
of PRIDES on or after January 1, 1997, and prior to the Mandatory Conversion
Date, as described below, and subject to the conversion of the shares of PRIDES
at the option of the holder at any time prior to the Mandatory Conversion Date,
as described below. The PRIDES Common Equivalent Rate is initially four shares
of Common Stock for each share of PRIDES (equivalent to one share of Common
Stock for each Depositary Share (the Common Equivalent Rate)) and is subject to
adjustment as described below. Dividends will cease to accrue on the Mandatory
Conversion Date in respect of the shares of PRIDES then outstanding.
Because the price of the Common Stock is subject to market fluctuations,
the value of the Common Stock that may be received by holders of shares of
PRIDES upon their mandatory conversion may be more or less than the amount paid
for the shares of PRIDES offered hereby.
OPTIONAL REDEMPTION
Shares of PRIDES (and thereby the Depositary Shares) are not redeemable by
the Company prior to January 1, 1997. At any time and from time to time on or
after that date until immediately prior to the Mandatory Conversion Date, the
Company
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will have the right to redeem, in whole or in part, the outstanding shares of
PRIDES (and thereby the related Depositary Shares). Upon any such redemption the
Company will deliver to the holder thereof, in exchange for each share of PRIDES
subject to redemption, the greater of: (i) the number of shares of Common Stock
equal to the PRIDES Call Price (as defined herein) in effect on the redemption
date divided by the Current Market Price of the Common Stock, such Current
Market Price being determined as of the second trading day immediately preceding
the Notice Date (as defined herein), or (ii) shares of Common Stock
(subject to adjustment in the same manner as the PRIDES Optional Conversion Rate
is adjusted). Dividends will cease to accrue on the shares of PRIDES on the date
fixed for their redemption.
The PRIDES Call Price of each share of PRIDES is the sum of (i)
$ ($ per Depositary Share) on and after January 1, 1997, to
and including March 31, 1997, or $ ($ per Depositary Share)
on and after April 1, 1997, to and including June 30, 1997, or $
($ per Depositary Share) on and after July 1, 1997, to and including
September 30, 1997, or $ ($ per Depositary Share) on and
after October 1, 1997, to and including November 30, 1997, or $
($ per Depositary Share, being the price to public of a Depositary
Share appearing on the cover page of this Prospectus) on and after December 1,
1997, to and including December 31, 1997, and (ii) all accrued and unpaid
dividends thereon to but excluding the date fixed for redemption (other than
previously declared dividends payable to a holder of record as of a prior date).
The Current Market Price per share of the Common Stock on any date of
determination means the lesser of (x) the average of the closing sale prices of
the Common Stock as reported on the NYSE for the 15 consecutive trading days
ending on and including such date of determination or (y) the closing sale price
of the Common Stock as reported on the NYSE for such date of determination;
PROVIDED, HOWEVER, that, with respect to any redemption of shares of PRIDES, if
any event that results in an adjustment of the PRIDES Common Equivalent Rate
occurs during the period beginning on the first day of such 15-day period and
ending on the applicable redemption date, the Current Market Price as determined
pursuant to the foregoing will be appropriately adjusted to reflect the
occurrence of such event. The Notice Date with respect to any notice given by
the Company in connection with a redemption of shares of PRIDES means the date
on which first occurs either the public announcement of such call for redemption
or the commencement of mailing of such notice to the holders of shares of
PRIDES.
If fewer than all the outstanding shares of PRIDES are to be called for
redemption, shares of PRIDES to be called will be selected by the Company from
outstanding shares of PRIDES not previously called by lot or pro rata (as nearly
as may be) or by any other method determined by the Board of Directors in its
sole discretion to be equitable.
The Company will mail notice of any call for redemption of shares of PRIDES
to holders of record of the shares of PRIDES to be called for redemption not
less than 15 nor more than 60 days prior to the date fixed for redemption.
Accordingly, the earliest mailing of notice of any call for redemption of shares
of PRIDES will be November 2, 1996. Any such notice will be provided by mail,
sent to the holders of record of the shares of PRIDES to be called for
redemption at such holder's address as it appears on the stock register of the
Company, first class postage paid; PROVIDED, HOWEVER, that failure to give such
notice or any defect therein shall not affect the validity of the proceeding for
redemption of any shares of PRIDES to be redeemed except as to the holder to
whom the Company has failed to give said notice or whose notice was defective.
On and after the redemption date, all rights of the holders of the shares of
PRIDES called for redemption shall terminate except the right to receive the
redemption price (unless the Company defaults on the payment of the redemption
price). A public announcement of any call for redemption will be made by the
Company prior to, or at the time of, the mailing of such notice of redemption.
Each holder of shares of PRIDES called for redemption must surrender the
certificates evidencing such shares of PRIDES to the Company at the place and in
the manner designated in the notice of redemption and will thereupon be entitled
to receive certificates for shares of Common Stock and cash for any fractional
share amount.
The Depositary Shares are subject to call upon substantially identical
terms and conditions (including those as to notice to the owners of Depositary
Shares) as the shares of PRIDES, adjusted to reflect the fact that four
Depositary Shares are the equivalent of one share of PRIDES. See Description of
Depositary Shares -- Conversion and Call Provisions.
CONVERSION AT THE OPTION OF THE HOLDER
The shares of PRIDES (and thereby the Depositary Shares) are convertible,
in whole or in part, at the option of the holders thereof, at any time prior to
the Mandatory Conversion Date, unless previously redeemed, into shares of Common
Stock at a rate of shares of Common Stock for each share of PRIDES
(the PRIDES Optional Conversion Rate); equivalent to a conversion price of
$ per share of Common Stock (the PRIDES Conversion Price), subject to
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adjustment as described below. The right to convert shares of PRIDES called for
redemption will terminate immediately prior to the close of business on any
redemption date with respect to such shares.
Conversion of shares of PRIDES at the option of the holder may be effected
by delivering certificates evidencing such shares of PRIDES, together with
written notice of conversion and proper assignment of such certificates to the
Company or in blank (and, if applicable, cash payment of an amount equal to the
dividend attributable to the current quarterly dividend period payable on such
shares), to the office of any transfer agent for shares of PRIDES or to any
other office or agency maintained by the Company for that purpose and otherwise
in accordance with conversion procedures established by the Company. Each
optional conversion shall be deemed to have been effected immediately prior to
the close of business on the date on which the foregoing requirements shall have
been satisfied. The conversion shall be at the PRIDES Optional Conversion Rate
in effect at such time on such date.
Holders of shares of PRIDES at the close of business on a record date for
any payment of declared dividends will be entitled to receive the dividend
payable on such shares of PRIDES on the corresponding dividend payment date
notwithstanding the optional conversion of such shares of PRIDES following such
record date and prior to such dividend payment date. However, shares of PRIDES
surrendered for optional conversion after the close of business on a record date
for any payment of declared dividends and before the opening of business on the
next succeeding dividend payment date must be accompanied by payment in cash of
an amount equal to the dividend attributable to the current quarterly dividend
period payable on such date (unless such shares of PRIDES are subject to
redemption on a redemption date subsequent to such record date and prior to or
on such dividend payment date). Except as provided above, upon any optional
conversion of shares of PRIDES, the Company will make no payment of or allowance
for unpaid dividends, whether or not in arrears, on such shares of PRIDES, or
for previously declared dividends or distributions on the shares of Common Stock
issued upon such conversion.
The Depositary Shares may be voluntarily converted by the holders thereof
upon the same terms and conditions (including those as to notice) as the shares
of PRIDES represented by such Depositary Shares, adjusted to reflect the fact
that four Depositary Shares are the equivalent of one share of PRIDES. See
Description of Depositary Shares -- Conversion and Call Provisions.
ENHANCED DIVIDEND YIELD; LESS EQUITY APPRECIATION THAN COMMON STOCK
Dividends will accrue on the shares of PRIDES (and thereby the Depositary
Shares) at a higher rate than the rate at which dividends are currently paid on
the Common Stock. The opportunity for equity appreciation afforded by an
investment in shares of PRIDES is less than that afforded by an investment in
the Common Stock because the PRIDES Conversion Price is higher than four times
the per share price to public of the Depositary Shares and the Company may, at
its option, redeem the shares of PRIDES at any time on or after January 1, 1997,
and prior to the Mandatory Conversion Date, and may be expected to do so, among
other circumstances, if the applicable Current Market Price of the Common Stock
exceeds one-fourth of the PRIDES Call Price for a share of PRIDES. In such
event, a holder of a share of PRIDES will receive fewer than four shares of
Common Stock (comparable to less than one share of Common Stock for each
Depositary Share) but no less than shares of Common Stock. A holder
may also surrender for conversion any shares of PRIDES called for redemption up
to the close of business on the redemption date, and a holder that so elects to
convert will receive shares of Common Stock per share of PRIDES. The
value of shares of Common Stock received by holders of shares of PRIDES upon
mandatory conversion may be more or less than the amount paid for the shares of
PRIDES offered hereby, due to market fluctuations in the price of the Common
Stock.
As a result of these provisions, holders of shares of PRIDES would be
expected to realize no equity appreciation if the market price of four shares of
Common Stock is below the PRIDES Conversion Price, and less than all of such
appreciation if the market price of four shares of Common Stock is above the
PRIDES Conversion Price. Holders of shares of PRIDES will realize the entire
decline in equity value if the market price of the Common Stock is less than
one-fourth of the price paid for a share of PRIDES.
CONVERSION ADJUSTMENTS
The PRIDES Common Equivalent Rate and the PRIDES Optional Conversion Rate
are each subject to adjustment as appropriate in certain circumstances,
including if the Company shall (a) pay or make a dividend or other distribution
with respect to its Common Stock in shares of Common Stock, (b) issue by
reclassification of its shares of Common Stock any shares of Common Stock, (c)
subdivide or split its outstanding Common Stock, (d) combine its outstanding
Common Stock into a lesser number of shares, (e) issue certain rights or
warrants to all holders of its Common Stock, or (f) pay a dividend or
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make a distribution to all holders of its Common Stock in the form of evidences
of its indebtedness, cash or other assets (including capital stock of the
Company other than Common Stock but excluding any cash dividends or
distributions, other than Extraordinary Cash Distributions, and dividends
referred to in clause (a) above). In addition, the Company will be entitled (but
shall not be required) to make such upward adjustments in the PRIDES Common
Equivalent Rate and the PRIDES Optional Conversion Rate or the PRIDES Call Price
as the Company, in its sole discretion, shall determine to be advisable, in
order that any stock dividend, subdivision of stock, distribution of rights to
purchase stock or securities, or distribution of securities convertible into or
exchangeable for stock (or any transaction that could be treated as any of the
foregoing transactions pursuant to Section 305 of the Internal Revenue Code of
1986, as amended, or any successor provision) hereafter made by the Company to
its stockholders will not be taxable in whole or in part. Extraordinary Cash
Distribution means the portion of any cash dividend or cash distribution on the
Common Stock that, when added to all other cash dividends and cash distributions
on the Common Stock made during the immediately preceding 12-month period (other
than cash dividends and cash distributions for which a prior adjustment to the
PRIDES Common Equivalent Rate and the PRIDES Optional Conversion Rate was
previously made) exceeds, on a per share of Common Stock basis, 10 percent of
the average daily closing sales price of the Common Stock over such 12-month
period. All adjustments to the PRIDES Common Equivalent Rate and the PRIDES
Optional Conversion Rate will be calculated to the nearest 1/100th of a share of
Common Stock. No adjustment in the PRIDES Common Equivalent Rate or the PRIDES
Optional Conversion Rate will be required unless such adjustment would require
an increase or decrease of at least one percent in the PRIDES Common Equivalent
Rate, PROVIDED, HOWEVER, that any adjustments which, by reason of the foregoing,
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All adjustments will be made successively.
Whenever the PRIDES Common Equivalent Rate and the PRIDES Optional
Conversion Rate are adjusted as provided in the preceding paragraph, the Company
will file with each transfer agent for the shares of PRIDES a certificate with
respect to such adjustment, make a prompt public announcement thereof and mail a
notice to holders of the shares of PRIDES providing specified information with
respect to such adjustment. At least 10 business days prior to certain specified
actions that could result in certain adjustments in the PRIDES Common Equivalent
Rate and the PRIDES Optional Conversion Rate, the Company will notify each
holder of shares of PRIDES concerning such proposed action.
ADJUSTMENT FOR CERTAIN CONSOLIDATION OR MERGERS
In case of any consolidation or merger to which the Company is a party
(other than a merger or consolidation in which the Company is the surviving or
continuing corporation and in which each share of Common Stock outstanding
immediately prior to the merger or consolidation remains unchanged), or in case
of any sale or transfer to another corporation of the property of the Company as
an entirety or substantially as an entirety, or in case of any statutory
exchange of securities with another corporation (other than in connection with a
merger or acquisition), each share of PRIDES shall, after consummation of such
transaction, be subject to (i) conversion at the option of the holder into the
kind and amount of securities, cash, or other property receivable upon
consummation of such transaction by a holder of the number of shares of Common
Stock into which such share of PRIDES might have been converted immediately
prior to consummation of such transaction, (ii) conversion on the Mandatory
Conversion Date into the kind and amount of securities, cash, or other property
receivable upon consummation of such transaction by a holder of the number of
shares of Common Stock into which such share of PRIDES would have been converted
if the conversion on the Mandatory Conversion Date had occurred immediately
prior to the date of consummation of such transaction, plus the right to receive
cash in an amount equal to all accrued and unpaid dividends on such share of
PRIDES (other than previously declared dividends payable to a holder of record
as of a prior date), and (iii) redemption on any redemption date in exchange for
the kind and amount of securities, cash, or other property receivable upon
consummation of such transaction by a holder of the number of shares of Common
Stock that would have been issuable, using the PRIDES Call Price in effect on
such redemption date, upon a redemption of such share of PRIDES immediately
prior to consummation of such transaction, assuming that, if the Notice Date for
such redemption is not prior to such transaction, the Notice Date had been the
date of such transaction; and assuming in each case that such holder of shares
of Common Stock failed to exercise rights of election, if any, as to the kind or
amount of securities, cash, or other property receivable upon consummation of
such transaction (provided that, if the kind or amount of securities, cash, or
other property receivable upon consummation of such transaction is not the same
for each non-electing share, then the kind and amount of securities, cash, or
other property receivable upon consummation of such transaction for each
non-electing share shall be deemed to be the kind and amount so receivable per
share by a plurality of the non-electing shares). The kind and amount of
securities into or for which the shares of PRIDES shall be convertible or
redeemable after consummation of such transaction shall be subject to adjustment
as described above under the caption Conversion Adjustments following the date
of consummation of such transaction. The Company may not become a party to any
such transaction unless the terms thereof are consistent with the foregoing.
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FRACTIONAL SHARES
No fractional shares of Common Stock will be issued upon redemption or
conversion of shares of PRIDES. In lieu of any fractional share otherwise
issuable in respect of the aggregate number of shares of PRIDES of any holder
that are redeemed or converted on any redemption date or upon mandatory
conversion or any optional conversion, such holder shall be entitled to receive
an amount in cash equal to the same fraction of the (i) Current Market Price of
the Common Stock, determined as of the second trading date immediately preceding
the Notice Date in the case of redemption, or (ii) Closing Price (as defined in
the Certificate of Designations) of the Common Stock determined (A) as of the
fifth trading day immediately preceding the Mandatory Conversion Date, in the
case of mandatory conversion, or (B) as of the second trading day immediately
preceding the effective date of conversion, in the case of an optional
conversion by a holder.
RIGHTS AGREEMENT
Reference is made to the section Description of Capital Stock -- Rights
Plan for a description of the Company's Rights Plan. Shares of Common Stock
issued upon conversion or redemption of the shares of PRIDES may be entitled to
receive Rights in accordance with the terms and conditions of the Rights Plan.
The method of calculation of the Current Market Price of the Common Stock does
not take into account any separate value of the Rights, except to the extent any
such value may be reflected in the Current Market Price.
LIQUIDATION RIGHTS
In the event of any voluntary or involuntary liquidation, dissolution, or
winding up of the Company, and subject to the rights of holders of any other
series of Preferred Stock, the holders of outstanding shares of PRIDES are
entitled to receive an amount equal to the per share price to public of the
shares of PRIDES (equivalent to an amount equal to four times the per share
price to public of each Depositary Share shown on the cover page of this
Prospectus) plus accrued and unpaid dividends thereon, out of the assets of the
Company available for distribution to stockholders, before any distribution of
assets is made to holders of Junior Stock upon liquidation, dissolution, or
winding up.
If upon any voluntary or involuntary liquidation, dissolution, or winding
up of the Company, the assets of the Company are insufficient to permit the
payment of the full preferential amounts payable with respect to shares of
PRIDES and all other series of Parity Preferred Stock, the holders of shares of
PRIDES and of all other series of Parity Preferred Stock will share ratably in
any distribution of assets of the Company in proportion to the full respective
preferential amounts to which they are entitled. After payment of the full
amount of the liquidating distribution to which they are entitled, the holders
of shares of PRIDES will not be entitled to any further participation in any
distribution of assets by the Company. A consolidation or merger of the Company
with one or more corporations or a sale or transfer of substantially all of the
assets of the Company shall not be deemed to be a liquidation, dissolution, or
winding up of the Company.
VOTING RIGHTS
The holders of shares of PRIDES shall have the right with the holders of
Common Stock to vote in the election of Directors and upon each other matter
coming before any meeting of the holders of Common Stock on the basis of 3 1/5
votes for each share of PRIDES held (equivalent to 4/5 of a vote for each
Depositary Share). The holders of shares of PRIDES and the holders of Common
Stock will vote together as one class on such matters except as otherwise
provided by law or the Restated Certificate of Incorporation of the Company.
In the event that dividends on the shares of PRIDES or any other series of
Preferred Stock shall be in arrears and unpaid for six quarterly dividend
periods, or if any other series of Preferred Stock shall be entitled for any
other reason to exercise voting rights, separate from the Common Stock, to elect
any Directors of the Company (Preferred Stock Directors), the holders of the
shares of PRIDES (voting separately as a class with holders of all other series
of Preferred Stock upon which like voting rights have been conferred and are
exercisable), with each share of PRIDES entitled to one vote (equivalent to 1/4
of a vote for each Depositary Share) on this and other matters in which
Preferred Stock votes as a group, will be entitled to vote for the election of
two Preferred Stock Directors, such Directors to be in addition to the number of
Directors constituting the Board of Directors immediately prior to the accrual
of such right. Such right, when vested, shall continue until all dividends in
arrears on the shares of PRIDES and such other series of Preferred Stock shall
have been paid in full and the right of any other series of Preferred Stock to
exercise voting rights, separate from the Common Stock, to elect any Preferred
Stock Directors shall terminate or have terminated, and, when so paid and such
termination occurs or has occurred, such right of the holders of the shares of
PRIDES shall cease. Upon the termination of the aforesaid voting right, subject
to the requirements
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of the Delaware corporation law and the Restated Certificate of Incorporation of
the Company, such Preferred Stock Directors shall cease to be Directors of the
Company and shall resign.
The Company will not, without the approval of the holders of at least
66 2/3 percent of all the shares of PRIDES then outstanding: (i) amend, alter,
or repeal any of the provisions of the Restated Certificate of Incorporation or
the Bylaws of the Company so as to affect adversely the powers, preferences, or
rights of the holders of the shares of PRIDES then outstanding or reduce the
minimum time required for any notice to which only the holders of the shares of
PRIDES then outstanding may be entitled (an amendment of the Restated
Certificate of Incorporation to authorize or create, or to increase the
authorized amount of, Junior Stock, Preferred Stock or any stock of any class
ranking on a parity with the shares of PRIDES shall be deemed not to affect
adversely the powers, preferences, or rights of the holders of the shares of
PRIDES); (ii) create any series of Preferred Stock ranking prior to the shares
of PRIDES as to payment of dividends or the distribution of assets upon
liquidation; (iii) authorize or create, or increase the authorized amount of,
any capital stock, or any security convertible into capital stock, of any class
ranking prior to the shares of PRIDES as to payment of dividends or the
distribution of assets upon liquidation; or (iv) merge or consolidate with or
into any other corporation, unless each holder of the shares of PRIDES
immediately preceding such merger or consolidation shall receive or continue to
hold in the resulting corporation the same number of shares, with substantially
the same rights and preferences, as correspond to the shares of PRIDES so held.
As long as any shares of PRIDES are outstanding, the Company will not,
without the approval of the holders of at least a majority of the shares of
Parity Preferred Stock then outstanding: (i) increase the authorized amount of
the Preferred Stock or (ii) create any class or classes of capital stock ranking
on a parity with the Parity Preferred Stock, either as to payment of dividends
or the distribution of assets upon liquidation, and not existing on the date of
the Certificate of Designations, or create any stock or other security
convertible into or exchangeable for or evidencing the right to purchase any
stock of such other class of capital stock ranking on a parity with the Parity
Preferred Stock, or increase the authorized number of shares of any such other
class of capital stock or amount of such other stock or security.
Notwithstanding the provisions summarized in the preceding two paragraphs,
however, no such approval described therein of the holders of the shares of
PRIDES shall be required if, at or prior to the time when such amendment,
alteration, or repeal is to take effect or when the authorization, creation or
increase of any such prior or parity stock or such other stock or security is to
be made, or when such consolidation or merger is to take effect, as the case may
be, provision is made for the redemption of all shares of PRIDES at the time
outstanding.
TRANSFER AGENT AND REGISTRAR
Trust Company Bank, Atlanta, Georgia, will act as transfer agent and
registrar for, and paying agent for the payment of dividends on, shares of
PRIDES and the Depositary Shares. Trust Company Bank maintains a New York drop
facility.
MISCELLANEOUS
Upon issuance, the shares of PRIDES will be fully paid and nonassessable.
Holders of shares of PRIDES have no preemptive rights. The Company shall at all
times reserve and keep available out of its authorized and unissued Common
Stock, solely for issuance upon the conversion or redemption of shares of
PRIDES, such number of shares of Common Stock as shall from time to time be
issuable upon the conversion or redemption of all the shares of PRIDES then
outstanding. Shares of PRIDES redeemed for, or converted into, Common Stock of
the Company or otherwise acquired by the Company shall resume the status of
authorized and unissued shares of Preferred Stock, undesignated as to series,
and shall be available for subsequent issuance.
DESCRIPTION OF DEPOSITARY SHARES
THE FOLLOWING SUMMARY OF THE TERMS AND PROVISIONS OF THE DEPOSITARY SHARES
DOES NOT PURPORT TO BE COMPLETE AND IS SUBJECT TO, AND QUALIFIED IN ITS ENTIRETY
BY, THE DEPOSIT AGREEMENT, AS DEFINED BELOW (WHICH CONTAINS THE FORM OF THE
DEPOSITARY RECEIPT, AS DEFINED BELOW).
Each Depositary Share represents one-fourth of a share of PRIDES deposited
under the Deposit Agreement, dated as of January , 1994 (the Deposit
Agreement), among the Company, Trust Company Bank, as depositary (including any
successor, the Depositary), and the holders from time to time of depositary
receipts executed and delivered thereunder (the Depositary Receipts). Subject to
the terms of the Deposit Agreement, each owner of a Depositary Share is
entitled, proportionately, to all the rights, preferences and privileges of the
shares of PRIDES represented thereby (including dividend,
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voting, conversion, and liquidation rights), and subject to all of the
limitations of the shares of PRIDES represented thereby, contained in the
Certificate of Designations and summarized under Description of PRIDES.
The Depositary Shares are evidenced by Depositary Receipts. Copies of the
Deposit Agreement, the form of which is filed as an exhibit to the Registration
Statement, are available for inspection at the Corporate Office (as defined in
the Deposit Agreement) of the Depositary.
EXECUTION AND DELIVERY OF DEPOSITARY RECEIPTS
Immediately following the issuance of the shares of PRIDES by the Company
to the Underwriters, the shares of PRIDES will be deposited by the Underwriters,
or on their behalf, with the Depositary, which will then execute and deliver the
Depositary Receipts to the Underwriters. Depositary Receipts will be executed
and delivered evidencing only whole Depositary Shares.
WITHDRAWAL OF PRIDES
Upon surrender of Depositary Receipts at the Corporate Office of the
Depositary, the owner of the Depositary Shares evidenced thereby is entitled to
delivery at such office of certificates evidencing the number of shares of
PRIDES (but only in whole shares of PRIDES) represented by such Depositary
Receipts. If the Depositary Receipts delivered by the holder evidence a number
of Depositary Shares in excess of the number of Depositary Shares representing
the number of whole shares of PRIDES to be withdrawn, the Depositary will at the
same time deliver to such holder a new Depositary Receipt or Receipts evidencing
such excess number of Depositary Shares. The Company does not expect that there
will be any public trading market for the shares of PRIDES except as represented
by the Depositary Shares.
CONVERSION AND CALL PROVISIONS
MANDATORY CONVERSION OR CALL. As described under Description of
PRIDES -- Mandatory Conversion of PRIDES and -- Optional Redemption, the shares
of PRIDES are subject to mandatory conversion into shares of Common Stock on the
Mandatory Conversion Date, and to the right of the Company to call the shares of
PRIDES, at the Company's option, for redemption. The Depositary Shares are
subject to mandatory conversion or call upon substantially the same terms and
conditions (including as to notice to the owners of Depositary Shares) as the
shares of PRIDES, except that the number of shares of Common Stock received upon
mandatory conversion or redemption of each Depositary Share will be equal to the
number of shares of Common Stock received upon mandatory conversion or
redemption of each share of PRIDES divided by four.
If fewer than all of the Depositary Shares are to be redeemed, the
Depositary Shares to be redeemed shall be selected by lot or pro rata or by any
other equitable method determined by the Depositary to be consistent with the
method determined by the Board of Directors with respect to the shares of
PRIDES. If fewer than all of the Depositary Shares evidenced by a Receipt are
called for redemption, the Depositary will deliver to the holder of such
Depositary Receipt upon its surrender to the Depositary, together with the
redemption payment, a new Depositary Receipt evidencing the Depositary Shares
evidenced by such prior Depositary Receipt and not called for redemption.
CONVERSION AT THE OPTION OF THE HOLDER. As described under Description of
PRIDES -- Conversion at the Option of the Holder, the shares of PRIDES may be
converted, in whole or in part, into shares of Common Stock at the option of the
holders of shares of PRIDES at any time prior to the Mandatory Conversion Date,
unless previously redeemed. The Depositary Shares may, at the option of holders
thereof, be converted into shares of Common Stock upon the same terms and
conditions as the shares of PRIDES, except that the number of shares of Common
Stock received upon conversion of each Depositary Share will be equal to the
number of shares of Common Stock received upon conversion of each share of
PRIDES divided by four. To effect such an optional conversion, a holder of
Depositary Shares must deliver Depositary Receipts evidencing the Depositary
Shares to be converted, together with a written notice of conversion and a
proper assignment of the Depositary Receipts to the Company or in blank (and, if
applicable, payment in cash of an amount equal to the dividend attributable to
the current quarterly dividend period payable on such Depositary Shares), to the
Depositary or its agent. Each optional conversion of Depositary Shares shall be
deemed to have been effected immediately prior to the close of business on the
date on which the foregoing requirements shall have been satisfied. The
conversion shall be at the PRIDES Optional Conversion Rate in effect at such
time and on such date, adjusted to reflect the fact that four Depositary Shares
are the equivalent of one share of PRIDES.
No fractional share of PRIDES may be converted. If only a portion of the
Depositary Shares evidenced by a Depositary Receipt is to be converted, a new
Depositary Receipt or Receipts will be issued for any Depositary Shares not
converted. No fractional shares of Common Stock will be issued upon conversion
of Depositary Shares, and, if such conversion would
43
<PAGE>
otherwise result in a fractional share of Common Stock being issued, an amount
will be paid in cash by the Company as described in Description of
PRIDES -- Fractional Shares.
After the date fixed for conversion or redemption, the Depositary Shares so
converted or called for redemption will no longer be deemed to be outstanding
and all rights of the holders of such Depositary Shares will cease, except the
right to receive the Common Stock and amounts payable on such conversion or
redemption and any money or other property to which the holders of such
Depositary Shares were entitled upon such conversion or redemption, upon
surrender to the Depositary of the Depositary Receipt or Receipts evidencing
such Depositary Shares.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Depositary will distribute all cash dividends or other cash
distributions in respect of the shares of PRIDES to the record holders of
Depositary Receipts in proportion, insofar as practicable, to the number of
Depositary Shares owned by such holders.
In the event of a distribution other than cash in respect of the shares of
PRIDES, the Depositary will distribute property received by it to the record
holders of Depositary Receipts in proportion, insofar as practicable, to the
number of Depositary Shares owned by such holders, unless the Depositary
determines that it is not feasible to make such distribution, in which case the
Depositary may, with the approval of the Company, adopt such method as it deems
equitable and practicable for the purpose of effecting such distribution,
including sale (at public or private sale) of such property and distribution of
the net proceeds from such sale to such holders.
The amount distributed in any of the foregoing cases will be reduced by any
amount required to be withheld by the Company or the Depositary on account of
taxes.
RECORD DATE
Whenever (i) any cash dividend or other cash distribution shall become
payable, any distribution other than cash shall be made, or any rights,
preferences or privileges shall be offered with respect to the shares of PRIDES,
or (ii) the Depositary shall receive notice of any meeting at which holders of
shares of PRIDES are entitled to vote or of which holders of shares of PRIDES
are entitled to notice, or of any election on the part of the Company to call
for redemption any shares of PRIDES, the Depositary shall in each such instance
fix a record date (which shall be the same date as the record date for the
shares of PRIDES) for the determination of the holders of Depositary Receipts
(x) who shall be entitled to receive such dividend, distribution, rights,
preferences or privileges or the net proceeds of the sale thereof, (y) who shall
be entitled to give instructions for the exercise of voting rights at any such
meeting or to receive notice of such meeting, or (z) who shall be subject to
such redemption, subject to the provisions of the Deposit Agreement.
VOTING OF PRIDES
Upon receipt of notice of any meeting at which holders of shares of PRIDES
are entitled to vote, the Depositary will mail the information contained in such
notice of meeting to the record holders of Depositary Receipts. Each record
holder of Depositary Receipts on the record date (which will be the same date as
the record date for the shares of PRIDES) will be entitled to instruct the
Depositary as to the exercise of the voting rights pertaining to the number of
shares of PRIDES represented by such holder's Depositary Shares. The Depositary
will endeavor, insofar as practicable, to vote the number of shares of PRIDES
represented by such Depositary Shares in accordance with such instructions, and
the Company has agreed to take all reasonable action which may be deemed
necessary by the Depositary in order to enable the Depositary to do so. The
Depositary will abstain from voting shares of PRIDES to the extent it does not
receive specific written voting instructions from the holders of Depositary
Receipts representing such shares of PRIDES.
AMENDMENT AND TERMINATION OF DEPOSIT AGREEMENT
The form of Depositary Receipts and any provision of the Deposit Agreement
may at any time be amended by agreement between the Company and the Depositary.
However, any amendment that imposes any fees, taxes or other charges payable by
holders of Depositary Receipts (other than taxes and other governmental charges,
fees and other expenses payable by such holders as stated under Charges of
Depositary), or that otherwise prejudices any substantial existing right of
holders of Depositary Receipts, will not take effect as to outstanding
Depositary Receipts until the expiration of 90 days after notice of such
amendment has been mailed to the record holders of outstanding Depositary
Receipts. Every holder of Depositary Receipts at the time any such amendment
becomes effective shall be deemed to consent and agree to such amendment and to
be bound by the Deposit Agreement, as so amended. In no event may any amendment
impair the right of any owner of
44
<PAGE>
Depositary Shares, subject to the conditions specified in the Deposit Agreement,
upon surrender of the Depositary Receipts evidencing such Depositary Shares to
receive shares of PRIDES or, upon conversion of the shares of PRIDES represented
by the Depositary Receipts, to receive shares of Common Stock, and in each case
any money or other property represented thereby, except in order to comply with
mandatory provisions of applicable law.
Whenever so directed by the Company, the Depositary will terminate the
Deposit Agreement after mailing notice of such termination to the record holders
of all Depositary Receipts then outstanding at least 30 days prior to the date
fixed in such notice for such termination. The Depositary may likewise terminate
the Deposit Agreement if at any time 45 days shall have expired after the
Depositary shall have delivered to the Company a written notice of its election
to resign and a successor depositary shall not have been appointed and accepted
its appointment. If any Depositary Receipts remain outstanding after the date of
termination, the Depositary thereafter will discontinue the transfer of
Depositary Receipts, will suspend the distribution of dividends to the holders
thereof, and will not give any further notices (other than notice of such
termination) or perform any further acts under the Deposit Agreement except as
provided below and except that the Depositary will continue (i) to collect
dividends on the shares of PRIDES and any other distributions with respect
thereto and (ii) to deliver the shares of PRIDES together with such dividends
and distributions and the net proceeds of any sales of rights, preferences,
privileges or other property, without liability for interest thereon, in
exchange for Depositary Receipts surrendered. At any time after the expiration
of two years from the date of termination, the Depositary may sell the shares of
PRIDES then held by it at public or private sale, at such place or places and
upon such terms as it deems proper and may thereafter hold the net proceeds of
any such sale, together with any money and other property then held by it,
without liability for interest thereon, for the pro rata benefit of the holders
of Depositary Receipts which have not been surrendered. The Company does not
intend to terminate the Deposit Agreement or to permit the resignation of the
Depositary without appointing a successor depositary. In the event the Deposit
Agreement is terminated and a sufficient number of Depositary Shares remain
outstanding, the Company will use its best efforts to list the shares of PRIDES
on the NYSE (unless the holders of a majority of the outstanding shares of
PRIDES shall consent to the Company not effecting such listing).
CHARGES OF DEPOSITARY
The Company will pay all charges of the Depositary including charges in
connection with the initial deposit of the shares of PRIDES, the initial
execution and delivery of the Depositary Receipts, the distribution of
information to the holders of Depositary Receipts with respect to matters on
which shares of PRIDES are entitled to vote, withdrawals of the shares of PRIDES
by the holders of Depositary Receipts or redemption or conversion of the shares
of PRIDES, except for taxes (including transfer taxes, if any) and other
governmental charges and such other charges as are expressly provided in the
Deposit Agreement to be at the expense of holders of Depositary Receipts or
persons depositing shares of PRIDES.
GENERAL
The Depositary will make available for inspection by holders of Depositary
Receipts at its Corporate Office all reports and communications from the Company
that are delivered to the Depositary and made generally available to the holders
of the shares of PRIDES.
Neither the Depositary nor the Company will be liable if it is prevented or
delayed by law or any circumstance beyond its control from or in performing its
obligations under the Deposit Agreement.
FEDERAL INCOME TAX CONSEQUENCES
The following is a general discussion regarding the material United States
Federal income tax consequences under existing law of the ownership and
disposition of the shares of PRIDES. This discussion is intended for
informational purposes only, and does not address aspects of taxation, other
than Federal income taxation, or all tax consequences that may be relevant in
the particular circumstances of each holder (some of which, such as dealers in
securities, banks, insurance companies, tax-exempt organizations and foreign
persons, may be subject to special rules). There can be no assurance that future
changes in applicable law or administrative and judicial interpretations
thereof, any of which could have a retroactive effect, will not adversely affect
the tax consequences discussed herein or that there will not be differences of
opinion as to the interpretation of applicable law. Stock having terms closely
resembling those of the shares of PRIDES has not been the subject of any
regulation, ruling or judicial decision currently in effect, and there can be no
assurance that the Internal Revenue Service (the Service) will take the
positions set forth below. The Company has not and will not seek a ruling from
the Service as to any tax matters relating to the shares of PRIDES. Persons
considering the purchase of shares of PRIDES
45
<PAGE>
should consult their tax advisors with respect to the application of the United
States Federal income tax laws to their particular situations as well as any tax
consequences arising under the laws of any state, local, or foreign taxing
jurisdiction. The following discussion relates only to shares of PRIDES or
shares of Common Stock received upon conversion thereof or in exchange therefor
that are held as capital assets within the meaning of Section 1221 of the
Internal Revenue Code of 1986, as amended (the Code).
DIVIDENDS
Dividends paid on the shares of PRIDES out of the Company's current or
accumulated earnings and profits will be taxable as ordinary income and will
generally qualify for the 70 percent intercorporate dividends-received deduction
subject to the minimum holding period (generally at least 46 days) and other
applicable requirements. Under certain circumstances, a corporate holder may be
subject to the alternative minimum tax with respect to the amount of its
dividends-received deduction.
Under certain circumstances, a corporation that receives an extraordinary
dividend, as defined in Section 1059(c) of the Code, is required to reduce its
stock basis by the non-taxed portion of such dividend. Generally, quarterly
dividends not in arrears paid to an original holder of the shares of PRIDES will
not constitute extraordinary dividends under Section 1059(c). In addition, under
Section 1059(f), any dividend with respect to disqualified preferred stock is
treated as an extraordinary dividend. However, while the issue is not free from
doubt, the Company does not believe that the shares of PRIDES will be determined
to constitute disqualified preferred stock.
REDEMPTION PREMIUM
Under certain circumstances, Section 305(c) of the Code requires that any
excess of the redemption price of preferred stock over its issue price be
includable in income, prior to receipt, as a constructive dividend. However, it
is believed that Section 305(c) does not apply to stock with terms such as those
of the shares of PRIDES.
REDEMPTION OR MANDATORY OR OPTIONAL CONVERSION INTO COMMON STOCK
Gain or loss generally will not be recognized by a holder upon the
redemption of shares of PRIDES for shares of Common Stock or the conversion of
shares of PRIDES into shares of Common Stock if no cash is received. Income may
be recognized, however, to the extent Common Stock or cash is received in
payment of dividends in arrears upon a redemption or conversion. Such income
would probably be characterized as dividend income although some uncertainty
exists as to the appropriate characterization of payments in satisfaction of
arrearages of undeclared dividends. In addition, a holder who receives cash in
lieu of a fractional share will be treated as having received such fractional
share and having exchanged it for cash in a transaction subject to Section 302
of the Code and related provisions. Such exchange should generally result in
capital gain or loss measured by the difference between the cash received for
the fractional share interest and the holder's basis in the fractional share
interest.
Generally, a holder's basis in the Common Stock received upon the
redemption or conversion of the shares of PRIDES, other than shares of Common
Stock taxed upon receipt, will equal the adjusted tax basis of the redeemed or
converted shares of PRIDES (exclusive of any basis allocable to a fractional
share interest) and the holding period of such Common Stock will include the
holding period of the redeemed or converted shares of PRIDES.
ADJUSTMENT OF CONVERSION RATE
Certain adjustments to the PRIDES Common Equivalent Rate and the PRIDES
Optional Conversion Rate to reflect the Company's issuance of certain rights,
warrants, evidences of indebtedness, securities or other assets to holders of
Common Stock may result in constructive distributions taxable as dividends to
the holders of the shares of PRIDES which may constitute (and cause other
dividends to constitute) extraordinary dividends to corporate holders as
described above.
CONVERSION OF PRIDES AFTER DIVIDEND RECORD DATE
If a holder of shares of PRIDES exercises such holder's right to convert
shares of PRIDES into shares of Common Stock after a dividend record date but
before payment of the dividend, then such holder will be required to pay the
Company an amount equal to such dividend upon conversion, which amount would
increase the basis of the Common Stock received. The holder would recognize the
dividend payment as income.
46
<PAGE>
BACKUP WITHHOLDING
Certain non-corporate holders may be subject to backup withholding at a
current rate of 31 percent on dividends and certain consideration received upon
the call or conversion of the shares of PRIDES. Generally, backup withholding
applies only when the taxpayer fails to furnish or certify a proper Taxpayer
Identification Number or when the taxpayer is notified by the Service that the
taxpayer has failed to report payments of interest and dividends properly.
Holders should consult their tax advisors regarding their qualification for
exemption from backup withholding and the procedure for obtaining any applicable
exemption.
UNDERWRITING
Subject to the terms and conditions set forth in a purchase agreement (the
Purchase Agreement) between the Company and each of the underwriters named below
(the Underwriters), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Salomon Brothers Inc are acting as representatives (the Representatives),
the Company has agreed to sell to the Underwriters, and each of the Underwriters
severally has agreed to purchase from the Company, the number of Depositary
Shares set forth opposite each Underwriter's name.
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER DEPOSITARY SHARES
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated............................................................
Salomon Brothers Inc................................................................
Total............................................................................... 4,500,000
</TABLE>
In the Purchase Agreement, the several Underwriters have agreed, subject to
the terms and conditions set forth therein, to purchase all of the Depositary
Shares being sold pursuant to the Purchase Agreement if any of the shares being
sold pursuant to the Purchase Agreement are purchased. Under certain
circumstances, the commitments of non-defaulting Underwriters may be increased.
The Representatives have advised the Company that they propose initially to
offer the Depositary Shares to the public at the public offering price set forth
on the cover page of the Prospectus and to certain dealers at such price less a
concession not in excess of $ per share. The Underwriters may allow, and
such dealers may reallow, a discount not in excess of $
per share on sales to certain other dealers. After the initial public offering,
the public offering price, concession and discount may be changed.
The Company has granted to the Underwriters an option, exercisable for 30
days after the date of this Prospectus, to purchase up to Depositary
Shares at the public offering price less the underwriting discount. The
Underwriters may exercise this option only to cover over-allotments, if any,
made on the sale of Depositary Shares offered hereby. To the extent that the
Underwriters exercise this option, each of the Underwriters will have a firm
commitment, subject to certain conditions, to purchase the same percentage of
such shares as the number of Depositary Shares to be purchased by each
Underwriter shown in the foregoing table bears to the total number of shares
initially offered hereby.
The Company and certain of its executive officers have agreed, for a period
of 90 days after the date of this Prospectus, to not, without the prior written
consent of the Representatives, directly or indirectly, sell, offer to sell,
grant any option for the sale of, or otherwise dispose of, any shares of its
capital stock or securities convertible into or exchangeable for capital stock
of the Company other than to the Representatives pursuant to the Purchase
Agreement, the Series C Preferred Stock, the Junior Participating Preferred
Stock, Series A, shares of Common Stock pursuant to the Rights Plan, and other
than shares of Common Stock or options for shares of Common Stock issued
pursuant to or sold in connection with qualified employee benefit, dividend
reinvestment and stock option and stock purchase plans upon conversion or
exercise of stock options or currently outstanding warrants.
Prior to this Offering, there has been no public market for the Depositary
Shares. The initial public offering price for the Depositary Shares was
determined by negotiations among the Company and the Representatives. Among the
factors considered in determining the terms of the Depositary Shares, including
the price to public, were the market price of the Company's Common Stock, an
assessment of the Company's recent results of operations, the future prospects
of the Company and the
47
<PAGE>
industry in general, market prices of securities of other companies engaged in
activities similar to the Company and prevailing conditions in the securities
market. There can be no assurance that an active trading market will develop for
the Depositary Shares or that the Depositary Shares will trade in the public
market subsequent to the Offering at or above the initial public offering price.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act, and to contribute
to payments that the Underwriters may be required to make in respect thereof.
The Underwriters do not intend to confirm sales to any accounts over which
they exercise discretionary authority.
LEGAL MATTERS
Certain aspects of the legality of the Depositary Shares and the shares of
PRIDES offered hereby will be passed upon for the Company by Wendy C. Shiba,
Esq., Secretary and Assistant General Counsel for the Company, who will rely as
to certain matters of Delaware law on the opinion of Richards, Layton & Finger,
Wilmington, Delaware. Certain legal matters with respect to the Depositary
Shares and the shares of PRIDES offered hereby will be passed upon for the
Underwriters by Cravath, Swaine & Moore, New York, New York. Ms. Shiba owns no
shares, but has been granted options to purchase an aggregate of 3,000 shares of
Common Stock of the Company pursuant to the Company's 1992 Stock Incentive Plan.
Such options are not currently exercisable.
EXPERTS
The consolidated financial statements and schedules of Bowater Incorporated
and Subsidiaries as of December 31, 1992 and 1991, and for each of the years in
the three-year period ended December 31, 1992, included or incorporated by
reference herein and elsewhere in the Registration Statement, have been included
or incorporated by reference herein and in the Registration Statement in
reliance upon the reports of KPMG Peat Marwick, independent certified public
accountants, appearing elsewhere or incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing. The report of
KPMG Peat Marwick covering the December 31, 1992 financial statements refers to
accounting changes regarding the Company's adoption of the provisions of the
Financial Accounting Standards Board's Statement on Financial Accounting
Standards No. 106, Employers' Accounting for Postretirement Benefits Other Than
Pensions, and Statement on Financial Accounting Standards No. 109, Accounting
for Income Taxes, in 1992.
48
<PAGE>
INDEX TO FINANCIAL STATEMENTS
BOWATER INCORPORATED
<TABLE>
<S> <C>
Audited Financial Statements
Independent Auditors' Report...................................................................................... F-2
Consolidated Balance Sheet -- December 31, 1992 and 1991.......................................................... F-3
Consolidated Statement of Income -- Years Ended December 31, 1992, 1991 and 1990.................................. F-4
Consolidated Statement of Capital Accounts -- Years Ended December 31, 1992, 1991 and 1990........................ F-5
Consolidated Statement of Cash Flows -- Years Ended December 31, 1992, 1991 and 1990............................. F-6
Notes to Consolidated Financial Statements........................................................................ F-7
Unaudited Interim Financial Statements
Consolidated Balance Sheet -- October 2, 1993 and December 31, 1992............................................... F-19
Consolidated Statement of Operations -- Nine Months Ended October 2, 1993 and September 26, 1992.................. F-20
Consolidated Statement of Capital Accounts -- Nine Months Ended October 2, 1993................................... F-21
Consolidated Statement of Cash Flows -- Nine Months Ended October 2, 1993 and September 26, 1992.................. F-22
Notes to Consolidated Financial Statements........................................................................ F-23
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Bowater Incorporated:
We have audited the accompanying consolidated balance sheet of Bowater
Incorporated and Subsidiaries as of December 31, 1992 and 1991, and the related
consolidated statements of income, capital accounts, and cash flows for each of
the years in the three-year period ended December 31, 1992. These consolidated
financial statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these consolidated 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 consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Bowater
Incorporated and Subsidiaries at December 31, 1992 and 1991, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 1992, in conformity with generally accepted accounting
principles.
As discussed in the notes to the consolidated financial statements, the
company adopted the provisions of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 106, Employers' Accounting for
Postretirement Benefits Other Than Pensions, and Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes, in 1992.
KPMG PEAT MARWICK
Greenville, South Carolina
February 12, 1993
F-2
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
AT DECEMBER 31
1992 1991
<S> <C> <C>
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)
ASSETS
Current assets:
Cash............................................................................................ $ 12,030 $ 10,721
Marketable securities, at cost which approximates market........................................ 153,912 17,606
Accounts receivable, net........................................................................ 104,472 179,935
Inventories..................................................................................... 163,097 167,666
Deferred income taxes........................................................................... 13,257 --
Other current assets............................................................................ 12,643 9,730
Total current assets......................................................................... 459,411 385,658
Timber and timberlands............................................................................ 432,577 414,135
Fixed assets, net................................................................................. 1,821,724 1,858,833
Intangible assets................................................................................. 59,695 62,182
Other assets...................................................................................... 108,194 59,211
$2,881,601 $2,780,019
LIABILITIES AND CAPITAL
Current liabilities:
Current instalments of long-term debt........................................................... $ 14,058 $ 24,600
Accounts payable and accrued liabilities........................................................ 213,985 208,097
Income taxes payable............................................................................ 26,562 37,478
Dividends payable............................................................................... 11,474 11,734
Total current liabilities.................................................................... 266,079 281,909
Long-term debt, net of current instalments........................................................ 1,120,206 839,897
Other long-term liabilities....................................................................... 143,619 70,017
Deferred income taxes............................................................................. 299,648 390,997
Minority interests in subsidiaries................................................................ 159,823 180,439
Redeemable preferred stock:
$1 par value. Authorized, 10,000,000 shares; issued, LIBOR preferred stock, Series A, 1,500,000
shares (redemption value $75,000)............................................................ 74,259 74,150
Common shareholders' equity:
Common stock, $1 par value. Authorized, 100,000,000 shares; issued, 36,907,172 shares at
December 31, 1992, and 36,900,272 at December 31, 1991....................................... 36,907 36,900
Additional paid-in capital...................................................................... 332,532 332,395
Retained earnings............................................................................... 478,274 608,023
Equity adjustment from foreign currency translation............................................. 466 5,598
Loan to ESOT.................................................................................... (12,843) (14,361)
Treasury stock at cost, 626,365 shares at December 31, 1992, and 935,615 shares at December 31,
1991......................................................................................... (17,369) (25,945)
Total common shareholders' equity............................................................ 817,967 942,610
$2,881,601 $2,780,019
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1992 1991 1990
<S> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE
AMOUNTS)
Sales............................................................................... $1,493,869 $1,288,517 $1,380,402
Cost of sales....................................................................... 1,197,343 892,114 931,151
Depreciation, amortization and cost of timber harvested............................. 161,910 132,026 117,485
Gross profit........................................................................ 134,616 264,377 331,766
Shipping, selling and administrative expense........................................ 203,724 160,662 156,838
Restructuring charge................................................................ 5,000 -- --
Operating income (loss)............................................................. (74,108) 103,715 174,928
Other expense (income):
Interest income..................................................................... (1,702) (1,988) (3,442)
Interest expense.................................................................... 78,202 41,993 41,342
Write-off of non-operating asset.................................................... 12,251 -- --
Other, net.......................................................................... 9,095 (5,025) (4,249)
Income (loss) before income taxes, minority interests, cumulative effect
of changes in accounting principles and extraordinary charge................... (171,954) 68,735 141,277
Provision for income taxes.......................................................... (63,621) 25,432 52,274
Minority interests in net income (loss) of subsidiaries............................. (15,465) (2,286) 1,603
Income (loss) before cumulative effect of changes in accounting principles
and extraordinary charge.......................................................... (92,868) 45,589 87,400
Cumulative effect of changes in accounting principles, net of income taxes
of $12,930........................................................................ 10,911 -- --
Extraordinary charge from early retirement of debt, net of income taxes
of $5,400......................................................................... -- -- (9,046)
Net income (loss)................................................................... $ (81,957) $ 45,589 $ 78,354
Earnings (loss) per common share:
Before cumulative effect of changes in accounting principles and extraordinary
charge......................................................................... $ (2.64) $ 1.15 $ 2.30
Cumulative effect of changes in accounting principles............................. .30 -- --
Extraordinary charge.............................................................. -- -- (.25)
Net income (loss)................................................................... $ (2.34) $ 1.15 $ 2.05
Average common shares outstanding................................................... 36,141 35,880 35,575
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CAPITAL ACCOUNTS
<TABLE>
<CAPTION>
EQUITY
LIBOR ADDITIONAL ADJUSTMENT --
PREFERRED COMMON PAID-IN RETAINED FOREIGN LOAN TO TREASURY
STOCK STOCK CAPITAL EARNINGS CURRENCY ESOT STOCK
<S> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
BALANCE AT DECEMBER 31, 1989................ $73,969 $36,897 $ 332,336 $582,138 $ 5,444 $(16,821) $(32,898)
Net income.................................. -- -- -- 78,354 -- -- --
Dividends on common stock ($1.20 per
share).................................... -- -- -- (42,656) -- -- --
Dividends on preferred stock ($3.59 per
share).................................... -- -- -- (5,385) -- -- --
Increase in stated value of LIBOR preferred
stock..................................... 86 -- -- (86) -- -- --
Reduction in loan to ESOT................... -- -- -- -- -- 1,131 --
Foreign currency translation................ -- -- -- -- (85) -- --
Purchase of treasury stock.................. -- -- -- -- -- -- (6,033)
Treasury stock used for employee benefit and
dividend reinvestment plans............... -- -- -- (1,321) -- -- 4,458
BALANCE AT DECEMBER 31, 1990................ 74,055 36,897 332,336 611,044 5,359 (15,690) (34,473)
Net income.................................. -- -- -- 45,589 -- -- --
Dividends on common stock ($1.20 per
share).................................... -- -- -- (43,073) -- -- --
Dividends on preferred stock ($2.71 per
share).................................... -- -- -- (4,065) -- -- --
Increase in stated value of LIBOR preferred
stock..................................... 95 -- -- (95) -- -- --
Reduction in loan to ESOT................... -- -- -- -- -- 1,329 --
Foreign currency translation................ -- -- -- -- 239 -- --
Common stock issued under stock option
plans..................................... -- 3 59 -- -- -- --
Treasury stock used for employee benefit and
dividend reinvestment plans............... -- -- -- (1,377) -- -- 8,528
BALANCE AT DECEMBER 31, 1991................ 74,150 36,900 332,395 608,023 5,598 (14,361) (25,945)
Net loss.................................... -- -- -- (81,957) -- -- --
Dividends on common stock ($1.20 per
share).................................... -- -- -- (43,364) -- -- --
Dividends on preferred stock ($1.63 per
share).................................... -- -- -- (2,445) -- -- --
Increase in stated value of LIBOR preferred
stock..................................... 109 -- -- (109) -- -- --
Reduction in loan to ESOT................... -- -- -- -- -- 1,518 --
Foreign currency translation................ -- -- -- -- (5,132) -- --
Common stock issued under stock option
plans..................................... -- 7 137 -- -- -- --
Treasury stock used for employee benefit and
dividend reinvestment plans............... -- -- -- (1,874) -- -- 8,576
BALANCE AT DECEMBER 31, 1992................ $74,259 $36,907 $ 332,532 $478,274 $ 466 $(12,843) $(17,369)
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1992 1991 1990
<S> <C> <C> <C>
(IN THOUSANDS)
CASH FLOW FROM (USED FOR) OPERATING ACTIVITIES:
Operating income (loss).............................................................. $ (74,108) $ 103,715 $ 174,928
Depreciation, amortization and cost of timber harvested.............................. 161,910 132,026 117,485
Changes in working capital:
Receivables....................................................................... 79,334 4,801 1,142
Inventories....................................................................... 8,469 (17,327) (273)
Accounts payable and accrued liabilities.......................................... 7,332 (6,745) 11,713
Other working capital............................................................. (2,406) (1,299) (37)
Interest paid, net of capitalized interest........................................... (71,586) (40,715) (47,241)
Income taxes refunded (paid)......................................................... 1,050 (22,574) (18,549)
Other.................................................................................. (519) 4,698 (734)
109,476 156,580 238,434
CASH FLOW FROM (USED FOR) INVESTING ACTIVITIES:
Acquisition of Great Northern Paper, Inc............................................. (16,522) (305,457) --
Cash invested in fixed assets, timber and timberlands................................ (139,499) (159,655) (214,138)
Disposition of fixed assets, timber and timberlands.................................. 1,714 1,040 1,000
(154,307) (464,072) (213,138)
CASH FLOW FROM (USED FOR) FINANCING ACTIVITIES:
Cash dividends, including minority interests......................................... (46,323) (44,654) (50,011)
Purchase of treasury stock........................................................... -- -- (6,033)
Long-term debt borrowings............................................................ 345,340 457,272 114,208
Funds on deposit with trustee........................................................ (34,506) -- --
Long-term debt repayments............................................................ (81,228) (94,092) (23,801)
Early retirement of long-term debt................................................... -- -- (137,528)
Other................................................................................ (837) (1,115) 4,270
182,446 317,411 (98,895)
INCREASE (DECREASE) IN CASH AND MARKETABLE SECURITIES.................................. 137,615 9,919 (73,599)
CASH AND MARKETABLE SECURITIES:
Beginning of year.................................................................... 28,327 18,408 92,007
End of year.......................................................................... $ 165,942 $ 28,327 $ 18,408
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements include the accounts of Bowater
Incorporated and Subsidiaries (the company). All subsidiaries are wholly-owned
except Calhoun Newsprint Company (CNC) and Bowater Mersey Paper Company, Ltd.
(Mersey), which are 51 percent owned. All material intercompany items are
eliminated.
INVENTORIES
Inventories are stated at the lower of cost or market, determined by using
the last-in, first-out (LIFO) and average cost methods.
TIMBER AND TIMBERLANDS
The acquisition cost of land, timber, real estate taxes, lease payments,
site preparations and other costs relating to the planting and growing of timber
are capitalized. Such costs, excluding land, are charged against revenue at the
time the timber is harvested.
FIXED ASSETS AND DEPRECIATION
Fixed assets are stated at cost less accumulated depreciation. Depreciation
is computed generally on the straight-line basis. The units of production method
is used to depreciate fixed assets of major expansion projects until design
level production is reasonably sustained. Repairs and maintenance are charged to
operations as incurred.
INTANGIBLE ASSETS
The excess of purchase price over fair value of net tangible assets
acquired is allocated to intangible assets and amortized by the straight-line
method over 30 years.
INCOME TAXES
Effective January 1, 1992, the company adopted SFAS No. 109, Accounting for
Income Taxes, which requires the use of the asset and liability method. Deferred
taxes are provided for significant temporary differences. The company has not
provided income taxes on the undistributed earnings of its Canadian subsidiaries
or of CNC as it has specific plans for reinvestment of such earnings.
The company accounts for Canadian investment tax credits using the
flow-through method, whereby the provision for income taxes is reduced to
reflect investment credits when they become available.
FOREIGN CURRENCY TRANSLATION
Assets and liabilities of the company's Canadian operations are translated
using the exchange rate in effect at the balance sheet date. Results of
operations are translated using the average exchange rates throughout each year.
The effects of exchange rate fluctuations are accumulated as a separate
component of common shareholders' equity.
PENSION PLANS
The company has contributory and non-contributory pension plans which cover
substantially all employees.
The company's cash contributions to the plans are sufficient to provide
pension benefits to participants and meet the funding requirements of ERISA.
EARNINGS PER COMMON SHARE
The computation of earnings per common share is based on the weighted
average number of outstanding common shares and equivalents (stock options). Net
income used in this computation is reduced by the LIBOR preferred stock dividend
requirement and the amortization of the difference between the net proceeds from
the LIBOR preferred stock and its mandatory redemption value.
F-7
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
ACQUISITION OF GNP
On December 31, 1991, the company acquired 80 percent of the stock of Great
Northern Paper, Inc. (GNP) from Great Northern Nekoosa Corporation (GNN), a
subsidiary of Georgia Pacific Corporation. The steps provided under its purchase
agreement to acquire the remaining 20 percent of GNP are substantially complete.
The GNP assets acquired include two paper mills at Millinocket and East
Millinocket, Maine, approximately 2.1 million acres of timberlands in Maine, an
extensive hydroelectric generating system and the Pinkham Lumber Company located
in Ashland, Maine.
The acquisition has been accounted for using the purchase method of
accounting. At December 31, 1991, the total purchase cost, including transaction
costs and closing adjustments, had been allocated to the tangible assets and
liabilities of GNP based upon preliminary estimates of their fair values and
adjusted in 1992 as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1991
<S> <C>
Accounts receivable....................................................................... $ 37,172
Inventories............................................................................... 46,811
Other current assets...................................................................... 4,173
Timber and timberlands.................................................................... 116,690
Fixed assets, net......................................................................... 264,476
Total assets......................................................................... 469,322
Accounts payable and accrued liabilities.................................................. 51,491
Other long-term liabilities............................................................... 95,852
Total liabilities.................................................................... 147,343
Net assets acquired....................................................................... $321,979
</TABLE>
The balance sheet of GNP is consolidated in the company's Consolidated
Balance Sheet at December 31, 1991 and 1992. The company's Consolidated
Statement of Income for the years ended December 31, 1991 and 1990, does not
include the results of operations of GNP. If the acquisition had occurred on
January 1, 1990, the pro forma condensed consolidated results of operations for
years ended December 31, 1991 and 1990, would have been as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS, UNAUDITED) 1991 1990
<S> <C> <C>
Sales............................................................................................. $1,676,649 $1,810,196
Operating income.................................................................................. 129,950 201,337
Income before income taxes........................................................................ 66,010 147,971
Income before extraordinary charge................................................................ 47,095 87,227
Earnings per common share before extraordinary charge............................................. 1.20 2.30
</TABLE>
SALE OF RECEIVABLES
In August 1992, the company completed a sale of its receivables in the
amount of $74,000,000 under an asset securitization program. The net cash
proceeds are reported as cash flow from operations in the accompanying
Consolidated Statement of Cash Flows and as a reduction of accounts receivable
in the accompanying Consolidated Balance Sheet. Under the terms of the
agreement, the maximum amount of the purchaser's investment in the company's
receivables at any one time is $80,000,000. The cost of the program is based on
the purchaser's level of investment and borrowing costs. The total cost of the
program in 1992 was $1,127,000 and was included in Other expense in the
accompanying Consolidated Statement of Income. Risk of credit loss is retained
by the Company.
F-8
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
INVENTORIES
<TABLE>
<CAPTION>
(IN THOUSANDS) 1992 1991
<S> <C> <C>
At lower of cost or market:
Raw materials....................................................................................... $ 35,910 $ 36,857
Work in process..................................................................................... 3,095 2,920
Finished goods...................................................................................... 52,153 59,211
Mill stores and other supplies...................................................................... 79,806 77,476
170,964 176,464
Excess of current cost over LIFO inventory value...................................................... (7,867) (8,798)
$163,097 $167,666
</TABLE>
Inventories valued using the LIFO method comprised 44.0 and 30.3 percent,
respectively, of total inventories at December 31, 1992, and December 31, 1991.
FIXED ASSETS
<TABLE>
<CAPTION>
RANGE OF ESTIMATED
(IN THOUSANDS) 1992 1991 USEFUL LIVES IN YEARS
<S> <C> <C> <C>
Land and land improvements.................................................. $ 30,109 $ 19,980 10-20
Buildings................................................................... 283,350 259,260 20-40
Machinery and equipment..................................................... 2,380,370 2,386,636 10-30
Leasehold improvements...................................................... 4,663 4,600 10-20
Construction in progress.................................................... 52,988 22,256 --
2,751,480 2,692,732
Less accumulated depreciation and amortization.............................. 929,756 833,899
$1,821,724 $1,858,833
</TABLE>
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
<TABLE>
<CAPTION>
(IN THOUSANDS) 1992 1991
<S> <C> <C>
Trade accounts payable................................................................................ $120,799 $130,863
Accrued interest...................................................................................... 21,424 15,689
Property and franchise taxes payable.................................................................. 14,373 12,644
Accrued payroll and payroll taxes..................................................................... 26,653 18,363
Other................................................................................................. 30,736 30,538
$213,985 $208,097
</TABLE>
F-9
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
LONG-TERM DEBT, NET OF CURRENT INSTALMENTS
<TABLE>
<CAPTION>
(IN THOUSANDS) 1992 1991
<S> <C> <C>
Secured:
8 3/4% Pollution Control Revenue Bond, secured by the facility, due December 31, 1993........... $ -- $ 12,500
Other, including mortgage notes secured by timberlands and machinery and equipment.............. 214 273
Unsecured:
Industrial Revenue Bonds, due at various dates from 1999 to 2010, with interest at varying rates
from 7 1/8% to 8 1/2%........................................................................ 6,000 6,000
Pollution Control Revenue Bonds, due at various dates from 2001 to 2016, with interest at
varying rates from 6.85% to 7 5/8%........................................................... 53,154 53,152
9% Debenture, due August 1, 2009................................................................ 300,000 300,000
ESOP Note, 7 3/5% due April 1, 2000............................................................. 11,343 12,861
8 1/2% Notes due 2001........................................................................... 200,000 200,000
9 3/8% Debentures Due 2021, net of unamortized discount of $1,450 in 1992 and $1,500 in 1991.... 198,550 198,500
8 1/4% Notes due 1999, net of unamortized discount of $105...................................... 124,895 --
9 1/2% Debentures Due 2012, net of unamortized discount of $450................................. 124,550 --
7 3/4% Recycling Facilities Revenue Bonds, due 2022............................................. 62,000 --
7 4/10% Recycling Facilities Revenue Bonds, due 2022............................................ 39,500 --
Commercial paper, 5 2/5%........................................................................ -- 56,611
$1,120,206 $ 839,897
</TABLE>
Long-term debt maturities for the next five years are as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
1993....................................................................................... $14,058
1994....................................................................................... $ 1,697
1995....................................................................................... $ 1,504
1996....................................................................................... $ 1,504
1997....................................................................................... $ 1,504
</TABLE>
In March 1991, the company borrowed a total of $46,400,000 at interest
rates ranging from 6.85% to 7 5/8%, through pollution control revenue bonds
issued by municipalities in Tennessee and South Carolina. Proceeds from these
issues were used partially to fund the newsprint recycling plant at the Calhoun,
Tennessee, mill and to refund existing pollution control bonds at lower interest
rates.
In December 1991, the company sold $200,000,000 of 8 1/2% Notes Due 2001
and $200,000,000 of 9 3/8% Debentures Due 2021. Approximately $305,000,000 of
the net proceeds were used to fund the GNP acquisition (see Acquisition of GNP
on page F-8) and to pay related transaction costs. Remaining proceeds were used
for general corporate purposes including repayment of outstanding commercial
paper.
In October 1992, the company sold $125,000,000 of 8 1/4% Notes Due 1999 and
$125,000,000 of 9 1/2% Debentures Due 2012. Approximately $150,000,000 of the
net proceeds of these issues were used to repay revolving credit obligations and
certain other short-term borrowings.
Also in October 1992, the company sold $62,000,000 of tax-exempt 7 3/4%
Revenue Bonds, due 2022, through the Finance Authority of Maine. Proceeds from
this issue are being used for the construction of the new recycling facility at
GNP's mill in East Millinocket, Maine.
In December 1992, the company sold $39,500,000 of tax-exempt 7 4/10%
Revenue Bonds, due 2022, through McMinn County, Tennessee. Proceeds from this
issue are being used to pay a portion of the costs of the recycling facility at
the company's mill in Calhoun, Tennessee.
F-10
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
During the first quarter of 1992, the company replaced its Multiple Option
Credit Facility, which was scheduled to expire during the year, with a
$500,000,000 Credit Agreement with 22 banks. The Credit Agreement provided
back-up support to the company's commercial paper program and general liquidity.
By the fourth quarter, the company felt that compliance with certain financial
covenants in the Credit Agreement was not assured due to the operating losses
and the company's increased indebtedness. In December, the company replaced the
Credit Agreement with a new $250,000,000, three-year revolving credit facility
with less restrictive financial covenants. All financial obligations outstanding
under the prior Credit Agreement were repaid as of December 31, 1992.
FAIR VALUE OF LONG-TERM DEBT, NET OF CURRENT INSTALMENTS
Based on the borrowing rates currently available to the company for debt
with similar terms and maturities as those issues included in the accompanying
Consolidated Balance Sheet, the fair value of the company's long-term debt was
approximately $1,160,000,000 and $877,127,000 at December 31, 1992 and 1991,
respectively.
CONSTRUCTION COMMITMENT
In September 1992, the company entered into a contract for the construction
of a new recovery boiler at the Calhoun, Tennessee, mill at a total cost of
$116,000,000. Construction is expected to be completed in the second quarter of
1994.
REDEEMABLE PREFERRED STOCK
LIBOR PREFERRED STOCK
In December 1985, the company sold $75,000,000 principal amount of
redeemable preferred stock with cumulative quarterly dividends equal to 85
percent of the arithmetic mean of three month LIBOR for United States dollar
deposits.
The company is required to redeem 500,000 shares per year in 1996 through
1998 at a redemption price of $50.00 per share plus any accrued and unpaid
dividends.
In addition, the company may, at its option, redeem any or all of the LIBOR
preferred stock at any time prior to January 1996 at $50.00 per share plus any
accrued and unpaid dividends.
PREFERRED STOCK OF SUBSIDIARY
During 1985, CNC sold $25,000,000 principal amount of its Cumulative Serial
preferred stock, par value $100.00 per share, to the minority shareholder.
Annual dividends are $7.30 per share. CNC is required to provide an annual
sinking fund payment of $2,500,000 each year through 2000. At its option, CNC
may at any time redeem this issue at 100 percent of par value.
The preferred stock is carried on the Consolidated Balance Sheet in
Minority interest and at December 31, 1992, totaled $20,000,000.
TREASURY STOCK
Through December 31, 1992 the company purchased 1,403,050 shares of its
common stock at an aggregate purchase price of $40,134,000 and used 419,839
shares of such stock to pay employee benefits and 356,846 shares to fund the
company's Dividend Reinvestment Plan. The remaining shares are included in
treasury stock at cost. There remained 1,575,000 shares authorized for future
purchase at December 31, 1992.
STOCK OPTION PLANS
The Company has three stock option plans. The 1984 Stock Option Plan and
the 1988 Stock Incentive Plan authorized the grant of up to 3,000,000 shares of
common stock of the company in the form of incentive stock options (ISOs), non-
qualified stock options (NSOs), stock appreciation rights (SARs), Performance
Stock and restricted stock awards. Option grants have been made for all such
shares under these plans. The 1992 Stock Incentive Plan authorized the grant of
up to 3,000,000 shares of the company's common stock in the form of ISOs, NSOs,
SARs, Performance Stock and restricted stock awards.
F-11
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
The option price of all options granted to date represents the fair market
value of the company's common stock on the date of the grant.
All options granted between 1984 and 1989 were exercisable at December 31,
1992. Options granted in 1990, 1991 and 1992 become exercisable over a period of
one to five years, depending upon the type of option granted. The plans provide
that any outstanding options will become immediately exercisable upon a change
in control of the company. In such event, grantees of options (except for
grantees of ISO options under the 1984 plan) have the right to require the
company to purchase such options for cash in lieu of the issuance of common
stock and to exercise fully for cash all SARs.
Information with respect to options granted under the stock option plans is
as follows:
<TABLE>
<CAPTION>
1992 1991
NUMBER OF SHARES OPTION PRICE NUMBER OF SHARES OPTION PRICE
<S> <C> <C> <C> <C>
Outstanding at beginning of year........... 2,296,779 $16.50 to $37.75 1,857,787 $16.50 to $37.75
Granted during the year.................... 1,243,800 $19.0625 to $22.69 494,500 $21.00 to $29.1875
Exercised during the year.................. (6,900) $21.00 (3,500) $16.50 to $25.4375
Cancelled during the year.................. (71,135) $21.00 to $37.75 (52,008) $21.00 to $37.75
Outstanding at end of year................. 3,462,544 2,296,779 $16.50 to $37.75
Exercisable at end of year................. 1,970,194 1,482,271 $16.50 to $37.75
</TABLE>
In addition, a total of 317,100 SARs had been granted prior to 1990,
permitting grantees to exchange exercisable options for cash or common stock
equal to the excess of the fair market value of a share of common stock over the
exercise price of the option. In April 1992, all SARs for active employees were
cancelled without consideration. At December 31, 1992, there were 37,000 SARs
outstanding, held by retired employees.
EMPLOYEE STOCK OWNERSHIP PLAN
The company has an Employee Stock Ownership Plan (ESOP) as a component of
the company's Salaried Employees' Savings Plan. The ESOP was funded by a
$17,500,000 loan, the proceeds of which were then loaned to an Employee Stock
Ownership Trust (ESOT). The ESOT purchased 574,160 shares of the company's
common stock at an average purchase price of $30.59. The unallocated shares
serve as a security for the loan.
SHAREHOLDER RIGHTS PLAN
The company has a rights plan designed to assure the company's shareholders
of receiving fair and equal treatment in the event of any proposed takeover of
the company. Each right will entitle common shareholders to buy 1/100 of a share
of Junior Preferred Stock at an exercise price of $90, subject to adjustment.
The rights will be exercisable only if a person or group acquires 20 percent or
more of the company's outstanding common stock or announces a tender offer for
30 percent or more of the common stock. Upon certain other events, each right
entitles the holder thereof to receive (in lieu of Preferred Stock) shares of
common stock of the company (or, where applicable, of a successor company)
having a value of two times the exercise price above. The company will be
entitled to redeem the rights at $.01 per right at any time not later than 10
days after the acquisition of a 20 percent position. Until such time as they may
be subject to exercise, these rights will not be issued in separate form and may
not be traded other than with the shares to which they attach. If unexercised,
the rights expire May 2, 1996.
INCOME TAXES
Effective January 1, 1992, the Company adopted SFAS No. 109, Accounting for
Income Taxes. This Statement requires the asset and liability method of
accounting for deferred income taxes, which applies enacted statutory tax rates
to the differences between the carrying amounts of assets and liabilities on the
financial statements and their respective tax bases. The effect of subsequent
changes in enacted tax rates will be reflected in the current year's income tax
provision. As permitted by the provisions of SFAS 109, prior years' financial
statements were not restated.
F-12
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
Adoption of this Statement did not have any effect on the loss before
cumulative effect of changes in accounting principles and extraordinary charge
for the year ended December 31, 1992. The cumulative effect of the change to
January 1, 1992, was a reduction in Deferred taxes of $36,371,000, an increase
in Net income of $32,343,000 ($.89 per common share) and a $4,028,000 allocation
to Minority interests in subsidiaries. In the accompanying Consolidated
Statement of Income, this effect is accounted for as the cumulative effect of a
change in accounting principles.
The components of income (loss) before income taxes, minority interests,
cumulative effect of changes in accounting principles and extraordinary charge
consist of U.S. (loss) income of $(129,816,000), $90,839,000 and $159,448,000
and Canadian loss of $(42,138,000), $(22,104,000) and $(18,171,000) in 1992,
1991 and 1990, respectively.
The provision for income taxes consists of:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1992 1991 1990
<S> <C> <C> <C>
Federal:
Current................................................................................... $(14,416) $19,140 $30,119
Deferred.................................................................................. (26,516) 11,930 22,432
(40,932) 31,070 52,551
State:
Current................................................................................... 1,914 799 1,904
Deferred.................................................................................. (8,140) 3,558 6,069
(6,226) 4,357 7,973
Canadian:
Current................................................................................... 536 (1,427) (7,115)
Deferred.................................................................................. (16,999) (8,568) (1,135)
(16,463) (9,995) (8,250)
Total:
Current................................................................................... (11,966) 18,512 24,908
Deferred.................................................................................. (51,655) 6,920 27,366
$(63,621) $25,432 $52,274
</TABLE>
The components of Deferred income taxes at December 31, 1992, in the
accompanying Consolidated Balance Sheet are as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
Inventories.............................................................................. $ (2,127)*
Timber and timberlands................................................................... (60,359)
Fixed assets............................................................................. (398,186)
Other assets............................................................................. (23,315)
Gross deferred tax liabilities........................................................... (483,987)
Accounts receivable...................................................................... 481*
Current liabilities...................................................................... 14,903*
Other long-term liabilities.............................................................. 52,264
Alternative minimum tax credit carryforwards............................................. 69,785
Canadian investment tax credit carryforwards............................................. 34,134
Net operating loss carryforwards......................................................... 26,029
Gross deferred tax assets................................................................ 197,596
Net deferred tax liability............................................................... $(286,391)
</TABLE>
* Included in Current assets in the accompanying Consolidated Balance Sheet.
F-13
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
The components of deferred tax expense are as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1992 1991 1990
<S> <C> <C> <C>
U.S. federal and state:
Accelerated tax depreciation............................................................. $ 13,208 $15,361 $ 37,582
Tax loss and tax credit carryforwards.................................................... (42,664) (8,636) (15,329)
Growing timber........................................................................... 4,453 7,126 3,213
Pension expense.......................................................................... 5,844 1,507 595
Basis difference of GNP net assets....................................................... (9,284) -- --
Other.................................................................................... (6,213) 130 2,440
(34,656) 15,488 28,501
Canadian:
Accelerated tax depreciation............................................................. (5,471) (5,445) 10,349
Investment credit basis reduction........................................................ -- -- 734
Tax credit carryforwards................................................................. (11,411) (4,240) (16,401)
Other.................................................................................... (117) 1,117 4,183
(16,999) (8,568) (1,135)
$(51,655) $ 6,920 $ 27,366
</TABLE>
The following is a reconciliation of the U.S. federal statutory and
effective tax rates as a percentage of income before income taxes, minority
interests, cumulative effect of changes in accounting principles and
extraordinary charge:
<TABLE>
<CAPTION>
1992 1991 1990
<S> <C> <C> <C>
U.S. federal statutory income tax rate............................................................ 34.0% 34.0% 34.0%
State income taxes, net of federal income tax benefit............................................. 2.7 4.2 3.4
Canadian taxes.................................................................................... 1.2 (3.6) (1.5)
Other, net........................................................................................ (.9) 2.4 1.1
Effective income tax rate......................................................................... 37.0% 37.0% 37.0%
</TABLE>
At December 31, 1992, $34,134,000 of Canadian investment credit
carryforwards, $69,785,000 of U.S. alternative minimum tax credit carryforwards
and $26,029,000 of net operating loss carryforwards were available to reduce
future income taxes. The Company believes that all such deferred tax assets will
be ultimately realized. The Canadian investment credit carryforwards expire at
various dates between 1994 and 2001. There is no expiration for alternative
minimum tax credit carryforwards. The net operating loss carryforwards expire in
2007.
The cumulative amount of undistributed earnings of CNC, on which the
Company has not provided deferred income taxes, was approximately $95,169,000 at
December 31, 1992. Distribution of these earnings would qualify for the 80
percent dividend exclusion.
The Company has also not provided deferred income taxes on the cumulative
amount of undistributed earnings related to its 51 percent investment in its
Canadian subsidiary since that investment is considered permanent in duration
and determination of such liability is not practicable.
INTEREST CAPITALIZED
Total interest incurred in the years 1992, 1991 and 1990 was $79,661,000,
$45,597,000 and $46,988,000 respectively. In 1992, 1991 and 1990, $1,459,000,
$3,604,000 and $5,646,000 of interest expense was capitalized, respectively.
F-14
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
PENSION PLANS
The Company has defined benefit pension plans covering substantially all
employees. Benefits are based upon years of service and, depending on the plan,
average compensation earned by employees either during their last years of
employment or over their career.
Pension expense (credit) for 1992, 1991 and 1990 included the following
components:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1992 1991 1990
<S> <C> <C> <C>
Service cost............................................................................... $ 11,164 $ 8,422 $ 7,989
Interest cost.............................................................................. 26,968 21,961 20,184
Actual return on plan assets............................................................... (30,033) (45,201) (5,556)
Net amortization and deferral.............................................................. (7,626) 14,198 (23,304)
Net pension expense (credit)............................................................... $ 473 $ (620) $ (687)
</TABLE>
The following table sets forth the funded status of the plans at December
31, 1992:
<TABLE>
<CAPTION>
PLAN ASSETS PLAN LIABILITIES
EXCEED PLAN EXCEED PLAN
(IN THOUSANDS) LIABILITIES ASSETS
<S> <C> <C>
Actuarial present value of accumulated benefit obligation:
Vested......................................................................................... $ 215,415 $ 39,318
Non-vested..................................................................................... 6,539 11,296
221,954 50,614
Benefits attributable to future salaries......................................................... 47,937 3,283
Projected benefit obligation..................................................................... 269,891 53,897
Plan assets at fair value........................................................................ 325,029 37,398
Excess (deficit) of plan assets over projected benefit obligation................................ 55,138 (16,499)
Unrecognized prior service cost.................................................................. 4,815 1,360
Unrecognized net loss............................................................................ 15,724 5,856
Unrecognized net (gain) loss at January 1, 1986.................................................. (30,764) 1,525
Excess accumulated benefit obligation recognized as intangible asset............................. -- (4,196)
Prepaid pension cost (pension liability)......................................................... $ 44,913 $(11,954)
</TABLE>
As part of its acquisition of GNP, the Company assumed pension liabilities
for all active employees of GNP. The Company recorded a liability of $1,680,000
at December 31, 1991, representing the excess of the total projected benefit
obligation over plan assets at that date.
The discount rate used to determine the projected benefit obligation was 9
percent in 1992. The assumed long-term rates of compensation increase and return
on plan assets were 6 percent and 11 percent, respectively. Plan assets consist
principally of common stocks and fixed income securities.
RETIREE HEALTH CARE PLANS
The company provides certain health care and life insurance benefits to
retired employees. Substantially all of the company's employees may become
eligible for these benefits upon reaching retirement age while working for the
company. Employees are required to contribute a portion of the cost of such
benefits.
Effective January 1, 1992, the company adopted SFAS 106, Employers'
Accounting for Postretirement Benefits Other Than Pensions. SFAS 106 requires
employers to accrue the cost of postretirement benefits such as health care over
the working life of the employees in a manner similar to that currently used to
account for pension costs. Adoption of this standard caused Income before income
taxes, minority interests, cumulative effect of changes in accounting principles
and extraordinary charge for 1992 to decrease by $7,200,000 ($.13 per common
share after tax).
F-15
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
In accordance with the provisions of the standard, the company elected to
recognize immediately the cumulative effect of the unfunded transition
obligation as the effect of a change in accounting principle in the accompanying
financial statements. The cumulative effect of this change to January 1, 1992,
was an increase in Other long-term liabilities of $34,944,000 and a
corresponding after-tax charge of $21,431,000 to Net income ($.59 per share).
In connection with its acquisition of GNP, the company assumed liabilities
for postretirement health care costs for all active employees at GNP. The
company recorded a liability of $33,552,000 for these benefits at December 31,
1991.
The accumulated postretirement benefit obligation at December 31, 1992, was
comprised of the following:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1992
<S> <C>
Retirees................................................................................... $12,495
Fully eligible active plan participants.................................................... 21,474
Other active plan participants............................................................. 41,730
$75,699
</TABLE>
Unlike the company's retirement plans, there are no assets dedicated to
fund benefits. Net periodic cost for 1992 included the following:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1992
<S> <C>
Service cost................................................................................. $2,138
Interest cost on accumulated obligation...................................................... 6,301
$8,439
</TABLE>
Prior to 1992, such benefits were expensed as paid and totaled
approximately $1,400,000 and $1,000,000 in 1991 and 1990, respectively.
The accumulated postretirement benefit obligation was calculated assuming a
discount rate of 9 percent. The annual cost of postretirement benefits assumes
that such costs will increase at an annual rate starting at 15 percent and
decreasing to 6.5 percent ratably during the next 10 years. Variations in this
health care cost trend rate can have a significant effect on the amounts
reported. An increase of 1 percent in this assumption would increase the
accumulated postretirement benefit obligation by approximately 14 percent and
would increase the annual cost by approximately 18 percent.
TIMBERLAND LEASES AND OPERATING LEASES
The Company controls timberlands under long-term leases expiring 1993 to
2059, for which aggregate lease payments were $862,000, $1,209,000 and
$1,202,000 for 1992, 1991 and 1990, respectively. In addition, the Company
leases certain office premises, manufacturing facilities and transportation
equipment under operating leases. Total rental expenses for operating leases was
$8,750,000, $6,437,000 and $7,149,000 in 1992, 1991 and 1990, respectively.
At December 31, 1992, the future minimum rental payments under timberland
leases and operating leases are:
<TABLE>
<CAPTION>
TIMBERLAND OPERATING
LEASE LEASES,
(IN THOUSANDS) PAYMENTS NET
<S> <C> <C>
1993.................................................................................................. $ 860 $ 8,912
1994.................................................................................................. 860 6,772
1995.................................................................................................. 859 4,659
1996.................................................................................................. 859 3,477
1997.................................................................................................. 859 3,402
Thereafter............................................................................................ 26,469 21,295
$ 30,766 $48,517
</TABLE>
F-16
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
SEGMENT AND GEOGRAPHIC INFORMATION
Information concerning the Company's business segments for the three years
ended December 31, 1992, follows;
<TABLE>
<CAPTION>
DEPRECIATION, CAPITAL
OPERATING AMORTIZATION AND EXPENDITURES,
INCOME COST OF TIMBER INCLUDING IDENTIFIABLE
(IN THOUSANDS) SALES (LOSS) HARVESTED TIMBERLANDS ASSETS
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1992
Pulp and paper and related products................. $1,298,898 $ (46,138) $153,890 $ 137,100 $ 2,560,480
Communication papers................................ 207,523 (2,277) 7,734 2,399 132,851
Corporate, including restructuring charge........... -- (25,693) 286 -- 188,270
Eliminations........................................ (12,552) -- -- -- --
Total........................................ $1,493,869 $ (74,108) $161,910 $ 139,499 $ 2,881,601
YEAR ENDED DECEMBER 31, 1991
Pulp and paper and related products................. $1,033,627 $ 108,496 $123,466 $ 156,249 $ 2,575,049
Communication papers................................ 254,890 14,361 8,299 3,343 138,347
Corporate........................................... -- (19,142) 261 63 66,623
Total........................................ $1,288,517 $ 103,715 $132,026 $ 159,655 $ 2,780,019
YEAR ENDED DECEMBER 31, 1990
Pulp and paper and related products................. $1,099,495 $ 183,020 $108,770 $ 210,569 $ 2,097,940
Communication papers................................ 280,907 11,397 8,477 3,359 153,658
Corporate........................................... -- (19,489) 238 210 46,265
Total........................................ $1,380,402 $ 174,928 $117,485 $ 214,138 $ 2,297,863
</TABLE>
Sales and operating income for the three years ended December 31, 1992, and
identifiable assets at the end of each of those years, classified by geographic
area, were as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS) UNITED STATES CANADA CONSOLIDATED
<S> <C> <C> <C>
1992
Sales to unaffiliated customers...................................................... $ 1,384,417 $109,452 $ 1,493,869
Operating loss....................................................................... (51,479) $(22,629) $ (74,108)
Identifiable assets.................................................................. $ 2,650,878 $230,723 $ 2,881,601
1991
Sales to unaffiliated customers...................................................... $ 1,170,319 $118,198 $ 1,288,517
Operating income (loss).............................................................. $ 118,878 $(15,163) $ 103,715
Identifiable assets.................................................................. $ 2,606,169 $173,850 $ 2,780,019
1990
Sales to unaffiliated customers...................................................... $ 1,258,179 $122,223 $ 1,380,402
Operating income (loss).............................................................. $ 183,372 $ (8,444) $ 174,928
Identifiable assets.................................................................. $ 2,114,766 $183,097 $ 2,297,863
</TABLE>
F-17
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
EXPORT SALES
The breakdown of total export sales by geographic area was:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1992 1991 1990
<S> <C> <C> <C>
Europe................................................................................... $ 95,853 $ 92,131 $103,067
Latin America............................................................................ 40,322 43,286 24,558
Asia..................................................................................... 74,600 43,663 39,472
Other.................................................................................... 60,436 13,252 7,993
Total export sales....................................................................... $271,211 $192,332 $175,090
</TABLE>
RECONCILIATION OF NET INCOME (LOSS) TO CASH FLOW FROM OPERATIONS
<TABLE>
<CAPTION>
(IN THOUSANDS) 1992 1991 1990
<S> <C> <C> <C>
Net income (loss)........................................................................ $(81,957) $ 45,589 $ 78,354
Changes in accounting principles......................................................... (10,911) -- --
Extraordinary charge..................................................................... -- -- 9,046
Depreciation, amortization and cost of timber harvested.................................. 161,910 132,026 117,485
Deferred income taxes.................................................................... (51,655) 6,920 27,366
Minority interests....................................................................... (15,465) (2,286) 1,603
Changes in working capital:
Receivables............................................................................ 79,334 4,801 1,142
Inventories............................................................................ 8,469 (17,327) (273)
Accounts payable and accrued liabilities............................................... 7,332 (6,745) 11,713
Income taxes payable................................................................... (10,916) (4,062) 2,888
Other.................................................................................... 23,335 (2,336) (10,890)
Cash flow from operations................................................................ $109,476 $156,580 $238,434
</TABLE>
F-18
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
OCTOBER 2, 1993 DECEMBER 31, 1992
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash.................................................................................... $ 9,615 $ 12,030
Marketable securities, at cost which approximates market................................ 29,996 153,912
Accounts receivable -- net.............................................................. 181,813 104,472
Inventories............................................................................. 166,229 163,097
Deferred income taxes................................................................... 13,257 13,257
Other current assets.................................................................... 7,349 12,643
Total current assets............................................................... 408,259 459,411
Timber and timberlands.................................................................... 441,565 432,577
Fixed assets -- net....................................................................... 1,764,809 1,821,724
Intangible assets......................................................................... 57,829 59,695
Other assets.............................................................................. 75,083 108,194
$ 2,747,545 $ 2,881,601
LIABILITIES AND CAPITAL
CURRENT LIABILITIES:
Current instalments of long-term debt................................................... $ 14,058 $ 14,058
Accounts payable and accrued liabilities................................................ 201,482 213,985
Income taxes payable.................................................................... 38,895 26,562
Dividends payable....................................................................... 663 11,474
Total current liabilities.......................................................... 255,098 266,079
Long-term debt, net of current instalments................................................ 1,119,078 1,120,206
Other long-term liabilities............................................................... 150,325 143,619
Deferred income taxes..................................................................... 269,482 299,648
Minority interests in subsidiaries........................................................ 146,960 159,823
Redeemable preferred stock:
LIBOR preferred stock................................................................... 74,341 74,259
Common shareholders' equity:
Common stock............................................................................ 36,908 36,907
Additional paid-in capital.............................................................. 332,553 332,532
Retained earnings....................................................................... 390,116 478,274
Equity adjustment from foreign currency translation..................................... (1,614) 466
Loan to ESOT............................................................................ (11,648) (12,843)
Treasury stock, at cost................................................................. (14,054) (17,369)
Total common shareholders' equity.................................................. 732,261 817,967
$ 2,747,545 $ 2,881,601
</TABLE>
See accompanying notes to consolidated financial statements.
F-19
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
OCTOBER 2, 1993 SEPTEMBER 26, 1992
<S> <C> <C>
Sales.................................................................................... $ 1,121,783 $1,095,019
Cost of sales............................................................................ 882,975 883,522
Depreciation, amortization and cost of timber harvested.................................. 121,802 118,425
Gross profit........................................................................ 117,006 93,072
Less: Shipping, selling and administrative expense....................................... 160,546 154,712
Operating loss...................................................................... (43,540) (61,640)
Other expense (income):
Interest income........................................................................ (3,423) (332)
Interest expense....................................................................... 73,584 54,972
Write-off of non-operating asset....................................................... -- 12,251
Other, net............................................................................. 699 5,161
70,860 72,052
Loss before income taxes, minority interests and cumulative effect of changes in
accounting principles.............................................................. (114,400) (133,692)
Provision for income taxes............................................................... (37,473) (49,465)
Minority interests in net loss of subsidiaries........................................... (7,541) (12,250)
Loss before cumulative effect of changes in accounting principles................... (69,386) (71,977)
Cumulative effect of changes in accounting principles.................................... -- 10,911
Net loss............................................................................ $ (69,386) $ (61,066)
Loss per share:
Before cumulative effect of changes in accounting principles........................... $ (1.96) $ (2.05)
Cumulative effect of changes in accounting principles.................................. -- 0.30
Net loss.......................................................................... $ (1.96) $ (1.75)
Average shares outstanding............................................................... 36,352 36,099
</TABLE>
See accompanying notes to consolidated financial statements
F-20
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CAPITAL ACCOUNTS
NINE MONTHS ENDED OCTOBER 2, 1993
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
LIBOR ADDITIONAL EQUITY
PREFERRED COMMON PAID-IN RETAINED ADJUSTMENT -- LOAN TO TREASURY
STOCK STOCK CAPITAL EARNINGS FOREIGN CURRENCY ESOT STOCK
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1992................ $74,259 $36,907 $ 332,532 $478,274 $ 466 $(12,843) $(17,369)
Net loss.................................... -- -- -- (69,386) -- -- --
Common stock dividends ($.45 per share)..... -- -- -- (16,370) -- -- --
Preferred stock dividends ($1.07) per
share..................................... -- -- -- (1,687) -- -- --
Increase in stated value of LIBOR preferred
stock..................................... 82 -- -- (82) -- -- --
Common stock issued under stock option
plans..................................... -- 1 21 -- -- -- --
Reduction in loan to ESOT................... -- -- -- -- -- 1,195 --
Treasury stock used for employee benefit and
dividend reinvestment plans............... -- -- -- (633) -- -- 3,315
Foreign currency translation................ -- -- -- -- (2,080) -- --
BALANCE AT OCTOBER 2, 1993.................. $74,341 $36,908 $ 332,553 $390,116 $ (1,614) $(11,648) $(14,054)
</TABLE>
See accompanying notes to consolidated financial statements.
F-21
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
OCTOBER 2, 1993 SEPTEMBER 26, 1992
<S> <C> <C>
Cash flow from (used for) operating activities:
Operating loss......................................................................... $ (43,540) $ (61,640)
Depreciation, amortization and cost of timber harvested................................ 121,802 118,425
Changes in working capital:
Receivables......................................................................... (77,341) 69,993
Inventories......................................................................... (3,132) (4,331)
Accounts payable and accrued liabilities............................................ (15,348) 12,971
Other working capital............................................................... 5,294 (4,077)
Interest paid, net of capitalized interest............................................. (66,581) (54,456)
Income taxes refunded (paid)........................................................... 19,816 (1,307)
Other income, net...................................................................... 16,001 2,525
(43,029) 78,103
Cash flow from (used for) investing activities:
Cash invested in fixed assets, timber and timberlands.................................. (87,978) (95,112)
Acquisition of 20% interest in Great Northern Paper, Inc............................... -- (9,812)
Disposition of fixed assets, timber and timberlands.................................... 1,695 331
(86,283) (104,593)
Cash flow from (used for) financing activities:
Cash dividends, including minority interests........................................... (28,768) (34,517)
Net borrowings (payments).............................................................. (1,474) 68,000
Funds released from trustee............................................................ 34,506 --
Other.................................................................................. (1,283) (1,380)
2,981 32,103
Increase (decrease) in cash and marketable securities.................................... (126,331) 5,613
CASH AND MARKETABLE SECURITIES:
Beginning of year...................................................................... 165,942 28,327
End of period.......................................................................... $ 39,611 $ 33,940
</TABLE>
See accompanying notes to consolidated financial statements.
F-22
<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 October 2, 1993 and December 31, 1992 and the related
consolidated statements of operations, capital accounts and cash flows for
the interim periods ended October 2, 1993 and September 26, 1992 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 October 2, 1993 are not necessarily indicative of the
results to be expected for the full year.
2) The composition of inventories at October 2, 1993 and December 31, 1992 was
as follows (in thousands):
<TABLE>
<CAPTION>
(UNAUDITED) OCTOBER 2, 1993 DECEMBER 31, 1992
<S> <C> <C>
At lower of cost or market:
Raw materials........................................................................ $ 31,670 $ 35,910
Work in process...................................................................... 2,879 3,095
Finished goods....................................................................... 63,031 52,153
Mill stores and other supplies....................................................... 78,381 79,806
175,961 170,964
Excess of current cost over LIFO inventory value....................................... (9,732) (7,867)
$ 166,229 $ 163,097
</TABLE>
3) Net loss used in the calculation of earnings per share has been increased by
the dividend requirement of the LIBOR preferred stock.
4) Total interest incurred during the first nine months of 1993 and 1992 was
$75,550,000 and $55,739,000 respectively. In 1993 and 1992, $1,966,000 and
$767,000 of interest expense was capitalized, respectively.
5) In October 1992, the Company sold $62,000,000 of tax exempt 7 3/4% Revenue
Bonds, due 2022, through the Finance Authority of Maine. During 1993, the
funds were released from the trustee and used to fund the construction of the
new recycling facility at the East Millinocket, Maine, mill.
6) Due to the decrease in interest rates over the past year, management is
reducing the discount rate used in calculating pension and other
postretirement benefit expenses to 7.5 percent. Other rate assumptions
incorporated into the calculation of these benefits will also be reduced with
the goal of bringing those rates more in line with current experience and
economic conditions. These changes will have an immaterial impact on the
Company's Statement of Operations in 1993.
7) During the first quarter of 1993, the Company discontinued selling
receivables under the asset securitization program. As a result of this
decision, the receivable balance on the accompanying Consolidated Balance
Sheet has increased by $74.0 million.
8) In the third quarter of 1993, the Company recorded a $10.0 million
restructuring charge ($6.2 million after tax) for costs related to the
closure of certain obsolete facilities at the Millinocket, Maine, mill and
the resulting elimination of approximately 200 jobs. This charge is included
in the line entitled Cost of Sales on the Consolidated Statement of
Operations.
9) On August 10, 1993, President Clinton signed the Omnibus Budget
Reconciliation Act of 1993 which increased the corporate tax rate from 34 to
35 percent. In the third quarter of this year, the Company recorded a $6.0
million deferred tax charge reflecting higher deferred tax liabilities as a
result of the increased tax rate.
F-23
<PAGE>
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED
HEREBY IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information................................ 2
Incorporation of Certain Documents
by Reference....................................... 2
Prospectus Summary................................... 3
Use of Proceeds...................................... 7
Certain Investment Considerations.................... 7
Capitalization....................................... 9
Market Price of Common Stock......................... 10
Selected Financial and Operating Data................ 11
Management's Discussion and Analysis of Financial
Condition and Results of Operations................ 13
Business............................................. 21
Technical Glossary................................... 32
Description of Capital Stock......................... 33
Description of PRIDES................................ 36
Description of Depositary Shares..................... 42
Federal Income Tax Consequences...................... 45
Underwriting......................................... 47
Legal Matters........................................ 48
Experts.............................................. 48
Index to Financial Statements........................ F-1
</TABLE>
4,500,000 DEPOSITARY SHARES
(Logo, see appendix)
EACH REPRESENTING A ONE-FOURTH INTEREST IN A SHARE OF
% PRIDES(SM)
SERIES B
CONVERTIBLE PREFERRED STOCK,
PAR VALUE $1 PER SHARE
P R O S P E C T U S
MERRILL LYNCH & CO.
SALOMON BROTHERS INC
, 1994
(SM)SERVICE MARK OF MERRILL LYNCH & CO., INC.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses incurred in connection with the offering of the
shares of PRIDES and the Depositary Shares are as follows:
<TABLE>
<S> <C>
Registration fee........................................................................ $39,655.45
Printing and engraving expenses......................................................... *
Accounting fees and expenses............................................................ *
Legal fees and expenses................................................................. *
Blue sky fees and expenses.............................................................. *
Depositary's fees and expenses.......................................................... *
Miscellaneous........................................................................... *
Total.............................................................................. $ *
</TABLE>
* To be filed by amendment
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
empowers a corporation to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise.
Depending on the character of the proceeding, a corporation may indemnify
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if the person indemnified acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. In the case of an
action by or in the right of the corporation, no indemnification may be made in
respect of any claim, issue or manner as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his or
her duty to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
that despite the adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to above or in the defense of any claim, issue or matter therein, he or
she shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him or her in connection therewith.
The Restated Certificate of Incorporation of the Company provides, in
effect, that, to the extent and under the circumstances permitted by Section 145
of the General Corporation Law of the State of Delaware, the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any action, suit or proceeding of the type described above by reason of the
fact that he or she is or was a director, officer, employee or agent of the
Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another enterprise.
Pursuant to Section 6 of the Purchase Agreement, which is Exhibit 1.1
hereto, the Underwriters named therein have agreed to indemnify the Company, its
controlling persons, its directors and certain of its officers against certain
liabilities, including civil liabilities under the Securities Act.
Under insurance polices maintained by the Company, directors and officers
of the Company may be indemnified against certain losses arising from certain
claims, including claims under the Securities Act, which may be made against
such persons by reason for their being such directors or officers.
II-1
<PAGE>
ITEM 16. EXHIBITS*
<TABLE>
<S> <C>
1.1*** Form of Purchase Agreement among the Company, Merrill Lynch & Co. and Salomon Brothers Inc as
representatives of the several underwriters.
4.1 Agreement pursuant to S-K Item 601(b)(4)(iii)(A) to provide the Commission upon request copies of certain
other instruments with respect to long-term debt not being registered where the amount of securities
authorized under each such instrument does not exceed 10 percent of the total assets of the registrant and
its subsidiaries on a consolidated basis (incorporated by reference to Exhibit 4.3 to the Company's
Registration Statement No. 2-93455).
4.2*** Restated Certificate of Incorporation of the Company, as amended.
4.3.1** Form of Certificate of Designations, Preference and Rights of PRIDES, Series B Convertible Preferred
Stock.
4.3.2** Form of Certificate of Designations, Preference and Rights of Series C Cumulative Preferred Stock.
4.4 Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement
No. 33-11228).
4.5 Rights Agreement between the Company and Morgan Guaranty Trust Company of New York (incorporated by
reference to Exhibit 4 to Current Report of the Company on Form 8-K dated April 22, 1986).
4.5.1 Addendum to Rights Agreement substituting The Bank of New York as successor Rights Agent (incorporated by
reference to Exhibit 4.5A to Annual Report of the Company on Form 10-K for 1988).
4.6*** Form of Deposit Agreement, by and among the Company, Trust Company Bank, as Depositary and the holders
from time to time of the Depositary Receipts relating to the Company's PRIDES, Series B Convertible
Preferred Stock, together with form of Depositary Receipt as Exhibit A.
4.6.1*** Form of Deposit Agreement, by and among the Company, Trust Company Bank, as Depositary and the holders
from time to time of the Depositary Receipts relating to the Company's Series C Cumulative Preferred
Stock, together with form of Depositary Receipt as Exhibit A.
4.7 Indenture, dated as of August 1, 1989, between the Company and Manufacturers Hanover Trust Company, as
Trustee, with respect to the 9 percent Debentures due 2009 (incorporated by reference to Exhibit 4.0 to
Quarterly Report of the Company on Form 10-Q dated November 10, 1989).
4.8 Indenture, dated as of December 1, 1991, between the Company and Marine Midland Bank, N.A., as Trustee,
with respect to the 9 3/8 percent Debentures due 2021 (incorporated by reference to Exhibit 4.8 to Annual
Report of the Company on Form 10-K for 1991).
4.9 Indenture, dated as of December 1, 1991, between the Company and Marine Midland Bank, N.A., as Trustee,
with respect to the 8 1/2 percent Notes due 2001 (incorporated by reference to Exhibit 4.9 to Annual
Report of the Company on Form 10-K for 1991).
4.10 Indenture, dated as of October 15, 1992, between the Company and The Chase Manhattan (N.A.) as Trustee,
with respect to the 8 1/4 percent Notes due 1999 (incorporated by reference to Exhibit 4.10 to the
Company's Annual Report on Form 10-K for 1992).
4.11 Indenture, dated as of October 15, 1992, between the Company and The Chase Manhattan (N.A.) as Trustee,
with respect to the 9 1/2 percent Debentures due 2012 (incorporated by reference to Exhibit 4.11 to the
Company's Annual Report on Form 10-K for 1992).
5.1*** Opinion of Wendy C. Shiba, Esq. regarding the legality of the shares of PRIDES.
12.1*** Computation of Ratio of Earnings to Fixed Charges.
24.1** The consent of KPMG Peat Marwick.
24.3*** The consent of Wendy C. Shiba, Esq. is contained in her opinion included as Exhibit 5.1 hereto.
25.1*** Powers of Attorney, pursuant to which the Registration Statement and amendments thereto may be signed by
certain of the officers and directors of the Company.
25.2** Additional Powers of Attorney, pursuant to which the Registration Statement and amendments thereto may be
signed by certain of the officers and directors of the Company.
</TABLE>
* All reports previously filed by the Company with the Commission pursuant to
the 1934 Act, and the rules and regulations promulgated thereunder, exhibits
of which are incorporated into this Registration Statement by reference
thereto, were filed under Commission File Number 1-8712.
** Filed with this Amendment No. 1 to Registration Statement.
*** Previously filed.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be a part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Greenville, State of South Carolina, as of the
13th day of January, 1994.
BOWATER INCORPORATED
By: /s/ David G. Maffucci
DAVID G. MAFFUCCI
VICE PRESIDENT - TREASURER
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed below by the following persons
in the capacities indicated as of January 13, 1994.
<TABLE>
<C> <S>
SIGNATURE TITLE
/s/ A. P. GAMMIE* Director, Chairman and Chief Executive Officer
A. P. GAMMIE
/s/ R. D. MCDONOUGH* Director and Vice Chairman
R. D. MCDONOUGH
/s/ R. C. LANCASTER* Senior Vice President and Chief Financial Officer
R. C. LANCASTER
/s/ M. F. NOCITO* Vice President-Controller
M. F. NOCITO
/s/ F. J. AGUILAR* Director
F. J. AGUILAR
/s/ H. D. AYCOCK* Director
H. D. AYCOCK
/s/ R. BARTH* Director
R. BARTH
/s/ K. M. CURTIS* Director
K. M. CURTIS
/s/ R. LASTER* Director
R. LASTER
/s/ H. G. MACNEILL* Director
H. G. MACNEILL
</TABLE>
II-4
<PAGE>
<TABLE>
<C> <S>
SIGNATURE TITLE
/s/ D. R. MELVILLE* Director
D. R. MELVILLE
/s/ J. A. ROLLS* Director
J. A. ROLLS
/s/ J. WHITE* Director
J. WHITE
</TABLE>
* By Wendy C. Shiba, pursuant to Power of Attorney
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
<S>
<C>
<C>
1.1*** Form of Purchase Agreement among the Company, Merrill Lynch & Co. and Salomon Brothers Inc as
representatives of the several underwriters.
4.1 Agreement pursuant to S-K Item 601(b)(4)(iii)(A) to provide the Commission upon request copies
of certain other instruments with respect to long-term debt not being registered where the
amount of securities authorized under each such instrument does not exceed 10 percent of the
total assets of the registrant and its subsidiaries on a consolidated basis (incorporated by
reference to Exhibit 4.3 to the Company's Registration Statement No. 2-93455).
4.2*** Restated Certificate of Incorporation of the Company, as amended.
4.3.1** Form of Certificate of Designations, Preference and Rights of PRIDES, Series B Convertible
Preferred Stock.
4.3.2** Form of Certificate of Designations, Preference and Rights of Series C Cumulative Preferred
Stock.
4.4 Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the Company's Registration
Statement No. 33-11228).
4.5 Rights Agreement between the Company and Morgan Guaranty Trust Company of New York (incorporated
by reference to Exhibit 4 to Current Report of the Company on
Form 8-K dated April 22, 1986).
4.5.1 Addendum to Rights Agreement substituting The Bank of New York as successor Rights Agent
(incorporated by reference to Exhibit 4.5A to Annual Report of the Company on Form 10-K for
1988).
4.6*** Form of Deposit Agreement, by and among the Company, Trust Company Bank, as Depositary and the
holders from time to time of the Depositary Receipts relating to the Company's PRIDES, Series B
Convertible Preferred Stock, together with form of Depositary Receipt as Exhibit A.
4.6.1*** Form of Deposit Agreement, by and among the Company, Trust Company Bank, as Depositary and the
holders from time to time of the Depositary Receipts relating to the Company's Series C
Cumulative Preferred Stock, together with form of Depositary Receipt as Exhibit A.
4.7 Indenture, dated as of August 1, 1989, between the Company and Manufacturers Hanover Trust
Company, as Trustee, with respect to the 9 percent Debentures due 2009 (incorporated by
reference to Exhibit 4.0 to Quarterly Report of the Company on Form 10-Q dated November 10,
1989).
4.8 Indenture, dated as of December 1, 1991, between the Company and Marine Midland Bank, N.A., as
Trustee, with respect to the 9 3/8 percent Debentures due 2021 (incorporated by reference to
Exhibit 4.8 to Annual Report of the Company on Form 10-K for 1991).
4.9 Indenture, dated as of December 1, 1991, between the Company and Marine Midland Bank, N.A., as
Trustee, with respect to the 8 1/2 percent Notes due 2001 (incorporated by reference to Exhibit
4.9 to Annual Report of the Company on Form 10-K for 1991).
4.10 Indenture, dated as of October 15, 1992, between the Company and The Chase Manhattan (N.A.) as
Trustee, with respect to the 8 1/4 percent Notes due 1999 (incorporated by reference to Exhibit
4.10 to the Company's Annual Report on Form 10-K for 1992).
4.11 Indenture, dated as of October 15, 1992, between the Company and The Chase Manhattan (N.A.) as
Trustee, with respect to the 9 1/2 percent Debentures due 2012 (incorporated by reference to
Exhibit 4.11 to the Company's Annual Report on Form 10-K for 1992).
5.1*** Opinion of Wendy C. Shiba, Esq. regarding the legality of the shares of PRIDES.
12.1*** Computation of Ratio of Earnings to Fixed Charges.
24.1** The consent of KPMG Peat Marwick.
24.3*** The consent of Wendy C. Shiba, Esq. is contained in her opinion included as Exhibit 5.1 hereto.
25.1*** Powers of Attorney, pursuant to which the Registration Statement and amendments thereto may be
signed by certain of the officers and directors of the Company.
25.2** Additional Powers of Attorney, pursuant to which the Registration Statement and amendments
thereto may be signed by certain of the officers and directors of the Company.
</TABLE>
* All reports previously filed by the Company with the Commission pursuant to
the 1934 Act, and the rules and regulations promulgated thereunder, exhibits
of which are incorporated into this Registration Statement by reference
thereto, were filed under Commission File Number 1-8712.
** Filed with this Amendment No 1 to Registration Statement.
*** Previously filed.
****************************************************************************
APPENDIX
On the Prospectus Cover a Bowater logo appears where indicated.
On the Prospectus Cover a redherring appears on the left hand side, rotated
90 degress. Text reads as follows:
Information contained herein is subject to
completion or amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission. These securities
may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. This prospectus shall
not constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any State
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws
of any such State.
On the Back Cover a Bowater logo appears where indicated.
BOWATER INCORPORATED
CERTIFICATE OF DESIGNATIONS
OF THE
% PRIDES, SERIES B CONVERTIBLE PREFERRED STOCK
________________________
Pursuant to Section 151 of the General
Corporation Law of the State of Delaware
________________________
BOWATER INCORPORATED, a corporation organized and
existing under the laws of the State of Delaware (the
"Corporation"), hereby certifies that the following
resolution was duly adopted by the Finance Committee (the
"Finance Committee") of the Board of Directors of the
Corporation (the "Board of Directors"), acting pursuant to
authority delegated to the Finance Committee by the Board of
Directors on October 21, 1993, at a meeting duly called and
held on [ ], 1994 at which meeting a quorum of the
members of the Finance Committee was present and acting
throughout, and was duly amended and supplemented by the
action of the Pricing Committee (the "Pricing Committee") of
the Board of Directors, acting pursuant to authority
delegated to the Pricing Committee by the Board of Directors
on October 21, 1993, at a meeting duly called and held on
[ ] at which meeting a quorum of the members of the
Pricing Committee was present and acting throughout.
RESOLVED that, pursuant to authority expressly
vested in the Board of Directors by the provisions of the
Restated Certificate of Incorporation of the Corporation
(the "Certificate"), the Board of Directors hereby provides
for the issuance of a series of preferred stock of the
Corporation, par value $1.00 per share (all series of
preferred stock of the Corporation being hereinafter
referred to collectively as the "Preferred Stock"), to
consist of [1,250,000] shares, and hereby fixes the powers,
designation, preferences and relative, participating,
optional and other rights of such series of preferred stock,
and the qualifications, limitations and restrictions
thereof, as follows:
1. Designation; Ranking. (a) The designation of
the series of preferred stock created by this resolution
shall be " % PRIDES, Series B Convertible Preferred
Stock" (hereinafter called the "PRIDES"), and the number of
shares constituting the PRIDES is [1,250,000].
(b) Any shares of the PRIDES that at any time
have been redeemed, purchased, acquired upon conversion or
otherwise acquired by the Corporation shall, after such
redemption, purchase, conversion or other acquisition,
resume the status of authorized and unissued shares of
Preferred Stock without designation as to series until such
shares are once more designated as part of a particular
series by the Board of Directors.
(c) The shares of PRIDES will rank on a parity,
both as to payment of dividends and distribution of assets
upon liquidation, with the Corporation's LIBOR Preferred
Stock, Series A, [and its [ ]% Series C Cumulative
Preferred Stock,] as well as any Preferred Stock issued in
the future by the Corporation that by its terms ranks pari
passu with the shares of PRIDES.
2. Dividends. The holders of record of the
shares of PRIDES shall be entitled to receive, when, as and
if declared by the Board of Directors out of funds legally
available therefor, cash dividends ("Preferred Dividends")
from the date of the initial issuance of the shares of
PRIDES at the rate of [ ] percent of the $[ ]
liquidation preference per annum, payable quarterly in
arrears on the first day of January, April, July, and
October or, if any such date is not a business day (as
defined in paragraph 6 hereto), the Preferred Dividend due
on such date shall be paid on the next succeeding business
day (each such payment date, and any redemption date
pursuant to the proviso set forth in this sentence, being a
"Dividend Payment Date") ; provided, however; that, with
respect to any dividend period during which a redemption of
any shares of PRIDES occurs, the Corporation may, at its
option, declare accrued Preferred Dividends to, and pay such
dividends on, the date fixed for redemption, in which case
such dividends would be payable in cash to the holders of
shares of PRIDES as of the record date for such dividend
payment and would not be included in the calculation of the
related Call Price (as defined herein). The first dividend
period will be from the date of initial issuance of the
shares of PRIDES to but excluding April 1, 1994 and will be
payable on April 1, 1994. Preferred Dividends shall cease
to accrue on shares of PRIDES on the Mandatory Conversion
Date (as defined herein) or on the date of their earlier
conversion or redemption. Preferred Dividends will be
payable to holders of record of shares of PRIDES as they
appear on the stock register of the Corporation on such
record dates, not less than 15 nor more than 60 days
preceding the payment date thereof, as shall be fixed by the
Board of Directors. Preferred Dividends payable on shares
of PRIDES for any period less than a full quarterly dividend
period (or, in the case of the first Preferred Dividend,
from the date of initial issuance of the shares of PRIDES to
the first Dividend Payment Date) will be computed on the
basis of a 360-day year of twelve 30-day months and the
actual number of days elapsed in any period less than
one month. Preferred Dividends shall accrue on a daily
basis (computed as set forth in the immediately preceding
sentence) whether or not there are funds of the Corporation
legally available for the payment of such dividends and
whether or not such Preferred Dividends are declared.
Accrued but unpaid Preferred Dividends shall cumulate as of
the Dividend Payment Date on which they first become
payable, but no interest shall accrue on accumulated but
unpaid Preferred Dividends.
As long as shares of PRIDES are outstanding, no
dividends (other than dividends payable in shares of, or
warrants, rights or options exercisable for or convertible
into shares of, any capital stock, including without
limitation the Common Stock (as defined herein), of the
Corporation ranking junior to the shares of PRIDES as to the
payment of dividends and the distribution of assets upon
liquidation (collectively, "Junior Stock") and cash in lieu
of fractional shares in connection with any such dividend)
will be paid or declared in cash or otherwise, nor will any
other distribution be made (other than a distribution
payable in Junior Stock and cash in lieu of fractional
shares in connection with any such distribution), on any
Junior Stock unless (i) full dividends on Preferred Stock
that does not constitute Junior Stock ("Parity Preferred
Stock") have been paid, or declared and set aside for
payment, for all dividend periods terminating on or prior to
the date of such Junior Stock dividend or distribution
payment to the extent such dividends are cumulative;
(ii) dividends in full for the current quarterly dividend
period have been paid, or declared and set aside for
payment, on all Parity Preferred Stock to the extent such
dividends are cumulative; (iii) the Corporation has paid or
set aside all amounts, if any, then or theretofore required
to be paid or set aside for all purchase, retirement, and
sinking funds, if any, for any Parity Preferred Stock; and
(iv) the Corporation is not in default on any of its
obligations to redeem any Parity Preferred Stock.
As long as any shares of PRIDES are outstanding,
no shares of Junior Stock may be purchased, redeemed, or
otherwise acquired by the Corporation or any of its
subsidiaries (except in connection with a reclassification
or exchange of any Junior Stock through the issuance of
other Junior Stock (and cash in lieu of fractional shares in
connection therewith) or the purchase, redemption, or other
acquisition of any Junior Stock with any Junior Stock (and
cash in lieu of fractional shares in connection therewith))
nor may any funds be set aside or made available for any
sinking fund for the purchase, redemption or acquisition of
any Junior Stock unless: (i) full dividends on Parity
Preferred Stock have been paid, or declared and set aside
for payment, for all dividend periods terminating on or
prior to the date of such purchase, redemption, acquisition,
setting aside or making available to the extent such
dividends are cumulative; (ii) dividends in full for the
current quarterly dividend period have been paid, or
declared and set aside for payment, on all Parity Preferred
Stock to the extent such dividends are cumulative; (iii) the
Corporation has paid or set aside all amounts, if any, then
or theretofore required to be paid or set aside for all
purchase, retirement, and sinking funds, if any, for any
Parity Preferred Stock; and (iv) the Corporation is not in
default on any of its obligations to redeem any Parity
Preferred Stock.
As long as any shares of PRIDES are outstanding,
dividends or other distributions may not be declared or paid
on any Parity Preferred Stock (other than dividends or other
distributions payable in Junior Stock and cash in lieu of
fractional shares in connection therewith) and the
Corporation may not purchase, redeem or otherwise acquire
any Parity Preferred Stock (except with any Junior Stock and
cash in lieu of fractional shares in connection therewith),
unless either: (a)(i) full dividends on Parity Preferred
Stock have been paid, or declared and set aside for payment,
for all dividend periods terminating on or prior to the date
of such Parity Preferred Stock dividend, distribution,
redemption, purchase or acquisition payment to the extent
such dividends are cumulative; (ii) dividends in full for
the current quarterly dividend period have been paid, or
declared and set aside for payment, on all Parity Preferred
Stock to the extent such dividends are cumulative; (iii) the
Corporation has paid or set aside all amounts, if any, then
or theretofore required to be paid or set aside for all
purchase, retirement, and sinking funds, if any, for any
Parity Preferred Stock; and (iv) the Corporation is not in
default on any of its obligations to redeem any Parity
Preferred Stock; or (b) with respect to the payment of
dividends only, any such dividends are declared and paid pro
rata so that the amounts of any dividends declared and paid
per share of PRIDES and each other share of Parity Preferred
Stock will in all cases bear to each other the same ratio
that accrued and unpaid dividends (including any
accumulation with respect to unpaid dividends for prior
dividend periods, if such dividends are cumulative) per
share of PRIDES and such other share of Parity Preferred
Stock bear to each other.
3. Conversion or Redemption. (a) Unless
previously either called for redemption in accordance with
the provisions of paragraph 3(b) or converted at the option
of the holder in accordance with the provisions of
paragraph 3(c), on January 1, 1998 (the "Mandatory
Conversion Date") each outstanding share of PRIDES will
convert mandatorily (the "Mandatory Conversion") into
(i) shares of authorized common stock, $1.00 par value, of
the Corporation (the "Common Stock") at the Common
Equivalent Rate (as defined herein) in effect on the
Mandatory Conversion Date and (ii) the right to receive an
amount in cash equal to all accrued and unpaid Preferred
Dividends on such share of PRIDES (other than previously
declared dividends payable to a holder of record as of a
prior date) to the Mandatory Conversion Date, whether or not
declared, out of funds legally available for the payment of
Preferred Dividends, subject to the right of the Corporation
to redeem the shares of PRIDES on or after January 1, 1997
(the "Initial Redemption Date") and prior to the Mandatory
Conversion Date and subject to the conversion of the shares
of PRIDES at the option of the holder at any time prior to
the Mandatory Conversion Date. The Common Equivalent Rate
is initially four shares of Common Stock for each share of
PRIDES and is subject to adjustment as set forth in
paragraphs 3(d) and 3(e) below. Preferred Dividends on the
shares of PRIDES shall cease to accrue and such shares of
PRIDES shall cease to be outstanding on the Mandatory
Conversion Date. The Corporation shall make such
arrangements as it deems appropriate for the issuance of
certificates representing shares of Common Stock and for the
payment of cash in respect of such accrued and unpaid
dividends, if any, or cash in lieu of fractional shares, if
any, without interest, in exchange for and contingent upon
surrender of certificates representing the shares of PRIDES,
and the Corporation may defer the payment of dividends on
such shares of Common Stock and the voting thereof until,
and make such payment and voting contingent upon, the
surrender of certificates representing the shares of PRIDES,
provided that the Corporation shall give the holders of the
shares of PRIDES such notice of any such actions as the
Corporation deems appropriate and upon such surrender such
holders shall be entitled to receive such dividends declared
and paid, if any, without interest, on such shares of Common
Stock subsequent to the Mandatory Conversion Date.
(b) (i) Shares of PRIDES are not redeemable by
the Corporation prior to the Initial Redemption Date. At
any time and from time to time on or after that date until
immediately prior to the Mandatory Conversion Date, the
Corporation will have the right to redeem, in whole or in
part, the outstanding shares of PRIDES (subject to the
notice provisions set forth in paragraph 3(b)(iii) and to
the Certificate). Upon any such redemption the Corporation
will deliver to the holder thereof, in exchange for each
share of PRIDES subject to redemption, the greater of:
(A) the number of shares of Common Stock equal to
the Call Price (as defined herein) in effect on the
redemption date divided by the Current Market Price (as
defined herein) of the Common Stock, such Current
Market Price being determined as of the second Trading
Day (as defined herein) immediately preceding the
Notice Date (as defined herein); or
(B) shares of Common Stock equal to the then
applicable Optional Conversion Rate (as defined
herein).
Dividends will cease to accrue on the shares of PRIDES on
the date fixed for their redemption (unless the Corporation
defaults on the payment of the redemption price). The "Call
Price" of each share of PRIDES is the sum of (x) $[ ]
on and after the Initial Redemption Date to and including
March 31, 1997, or $[ ] on and after April 1, 1997, to
and including June 30, 1997, or $[ ] on and after
July 1, 1997, to and including September 30, 1997, or
$[ ] on and after October 1, 1997, to and including
November 30, 1997, or $[ ] on and after December 1,
1997, to and including December 31, 1997, and (y) all
accrued and unpaid dividends thereon to but not including
the date fixed for redemption (other than previously
declared dividends payable to a holder of record as of a
prior date). If fewer than all of the outstanding shares of
PRIDES are to be called for redemption, shares of PRIDES to
be called for redemption will be selected by the Corporation
from outstanding shares of PRIDES not previously called by
lot or pro rata (as nearly as may be) or by any other method
determined by the Board of Directors in its sole discretion
to be equitable.
(ii) The term "Current Market Price" per share of
the Common Stock on any date of determination means the
lesser of (x) the average of the Closing Prices (as defined
herein) of the Common Stock for the 15 consecutive Trading
Days ending on and including such date of determination, or
(y) the Closing Price of the Common Stock for such date of
determination; provided, however, that, with respect to any
redemption of shares of PRIDES, if any event that results in
an adjustment of the Common Equivalent Rate occurs during
the period beginning on the first day of such 15-day period
and ending on the applicable redemption date, the Current
Market Price as determined pursuant to the foregoing will be
appropriately adjusted to reflect the occurrence of such
event.
(iii) The Corporation will provide notice of any
call for redemption of shares of PRIDES to holders of record
of the shares of PRIDES to be called for redemption not less
than 15 nor more than 60 days prior to the date fixed for
redemption. Any such notice will be provided by mail, sent
to the holders of record of the shares of PRIDES to be
called for redemption at such holder's address as it appears
on the stock register of the Corporation, first class
postage prepaid; provided, however, that failure to give
such notice or any defect therein shall not affect the
validity of the proceeding for the redemption of any shares
of PRIDES to be redeemed except as to the holder to whom the
Corporation has failed to give said notice or whose notice
was defective. On and after the redemption date, all rights
of the holders of the shares of PRIDES called for redemption
shall terminate except the right to receive the redemption
price (unless the Corporation defaults on the payment of the
redemption price). A public announcement of any call for
redemption will be made by the Corporation prior to, or at
the time of, the mailing of such notice of redemption. The
term "Notice Date" with respect to any notice given by the
Corporation in connection with a redemption of shares of
PRIDES means the date on which first occurs either the
public announcement of such call for redemption or the
commencement of mailing of the notice to the holders of
shares of PRIDES, in each case pursuant to this
subparagraph (iii).
Each such notice shall state, as appropriate, the
following and may contain such other information as the
Corporation deems advisable:
(A) the redemption date;
(B) that all outstanding shares of PRIDES are to
be redeemed or, in the case of a redemption of fewer
than all outstanding shares of PRIDES, the number of
such shares held by such holder to be redeemed;
(C) the Call Price, the number of shares of Common
Stock deliverable upon redemption of each share of
PRIDES to be redeemed, and the Current Market Price
used to calculate such number of shares of Common
Stock;
(D) the place or places where certificates for
such shares of PRIDES are to be surrendered for
redemption; and
(E) that dividends on the shares of PRIDES to be
redeemed shall cease to accrue on and after such
redemption date (except as otherwise provided herein).
(iv) The Corporation's obligation to deliver
shares of Common Stock and provide funds upon redemption in
accordance with this paragraph 3(b) and paragraph 4 shall be
deemed fulfilled if, on or before a redemption date, the
Corporation shall deposit, with a bank or trust company, or
an affiliate of a bank or trust company, having an office or
agency in New York, New York, and having a capital and
surplus of at least $50,000,000 according to its last
published statement of condition, or shall set aside or make
other reasonable provision for the issuance of, such number
of shares of Common Stock as are required to be delivered by
the Corporation pursuant to this paragraph 3(b) upon the
occurrence of the related redemption of PRIDES and for the
payment of cash in lieu of the issuance of fractional share
amounts as required by paragraph 4, in trust for the account
of the holders of such shares of PRIDES to be redeemed (and
so as to be and continue to be available therefor), with
irrevocable instructions and authority to such bank or trust
company, or affiliate thereof, to deliver such shares and
funds upon redemption of the shares of PRIDES so called for
redemption. Any interest accrued on such funds shall be
paid to the Corporation from time to time. Any shares of
Common Stock or funds so deposited and unclaimed at the end
of three years from such redemption date shall be repaid and
released to the Corporation, after which, subject to
applicable law, the holder or holders of such shares of
PRIDES so called for redemption shall look only to the
Corporation for delivery of shares of Common Stock and the
payment of any other funds due in connection with the
redemption of PRIDES.
(v) Each holder of shares of PRIDES called for
redemption must surrender the certificates evidencing such
shares (properly endorsed or assigned for transfer, if the
Board of Directors shall so require and the notice shall so
state) to the Corporation at the place designated in the
notice of such redemption and will thereupon be entitled to
receive certificates evidencing shares of Common Stock and
to receive any funds payable pursuant to this paragraph 3(b)
and paragraph 4, without interest, following such surrender
and on or following the date of such redemption. In case
fewer than all the shares represented by any such
surrendered certificate are called for redemption, a new
certificate shall be issued at the expense of the
Corporation representing the unredeemed shares. If such
notice of redemption shall have been given, and if on the
date fixed for redemption shares of Common Stock and funds
necessary for the redemption shall have been irrevocably
either (A) set aside by the Corporation separate and apart
from its other funds or assets in trust for the account of
the holders of the shares to be redeemed (and so as to be
and continue to be available therefor) or (B) deposited with
a bank or trust company or an affiliate thereof as provided
herein or the Corporation shall have made other reasonable
provision therefor, then notwithstanding that the
certificates evidencing any shares of PRIDES so called for
redemption shall not have been surrendered, the shares
represented thereby so called for redemption shall be deemed
no longer outstanding, Preferred Dividends with respect to
the shares so called for redemption shall cease to accrue on
the date fixed for redemption and all rights with respect to
the shares so called for redemption shall forthwith after
such date cease and terminate, except for the rights of the
holders to receive the shares of Common Stock and funds, if
any, payable pursuant to this paragraph 3(b) and
paragraph 4, without interest, upon surrender of their
certificates therefor and except that holders of shares of
PRIDES at the close of business on a record date for any
payment of Preferred Dividends shall be entitled to receive
the Preferred Dividend payable on such shares on the
corresponding Dividend Payment Date notwithstanding the
redemption of such shares following such record date and
prior to such Dividend Payment Date. Holders of shares of
PRIDES that are redeemed shall not be entitled to receive
dividends declared and paid on the shares of Common Stock
deliverable upon such redemption, and such shares of Common
Stock shall not be entitled to vote, until such shares of
Common Stock are issued upon the proper surrender of the
certificates representing such shares of PRIDES, and upon
such surrender such holders shall be entitled to receive
such dividends, without interest, declared and paid on such
shares of Common Stock subsequent to such redemption date.
(c) Shares of PRIDES are convertible, in whole or
in part, at the option of the holders thereof ("Optional
Conversion"), at any time prior to the Mandatory Conversion
Date, unless previously redeemed, into shares of Common
Stock at a rate of [ ] shares of Common Stock for each
share of PRIDES (the "Optional Conversion Rate"), subject to
adjustment as set forth below. The right of Optional
Conversion of shares of PRIDES called for redemption will
terminate immediately prior to the close of business on any
redemption date with respect to such shares.
Optional Conversion of shares of PRIDES may be
effected by delivering certificates evidencing such shares,
together with written notice of conversion and proper
assignment of such certificates to the Corporation or in
blank (and, if applicable, cash payment of an amount equal
to the dividend attributable to the current quarterly
dividend period payable on such shares), to the office of
any transfer agent for the shares of PRIDES or to any other
office or agency maintained by the Corporation for that
purpose and otherwise in accordance with Optional Conversion
procedures established by the Corporation. Each Optional
Conversion shall be deemed to have been effected immediately
prior to the close of business on the date on which the
foregoing requirements shall have been satisfied. The
Optional Conversion shall be at the Optional Conversion Rate
in effect at such time on such date.
Holders of shares of PRIDES at the close of
business on a record date for any payment of declared
Preferred Dividends will be entitled to receive the
Preferred Dividend payable on such shares of PRIDES on the
corresponding Dividend Payment Date notwithstanding the
Optional Conversion of such shares of PRIDES following such
record date and prior to such Dividend Payment Date.
However, shares of PRIDES surrendered for Optional
Conversion after the close of business on a record date for
any payment of declared Preferred Dividends and before the
opening of business on the next succeeding Dividend Payment
Date must be accompanied by payment in cash of an amount
equal to the Preferred Dividends attributable to the current
quarterly dividend period payable on such date (unless such
shares of PRIDES are subject to redemption on a redemption
date subsequent to the record date established for such
Dividend Payment Date and prior to or on such Dividend
Payment Date). Except as provided above, upon any Optional
Conversion of shares of PRIDES, the Corporation will make no
payment of or allowance for unpaid Preferred Dividends,
whether or not in arrears, on such shares of PRIDES as to
which Optional Conversion has been effected or for
previously declared dividends or distributions on the shares
of Common Stock issued upon such Optional Conversion.
(d) The Common Equivalent Rate and the Optional
Conversion Rate are each subject to adjustment from time to
time as provided below in this paragraph (d).
(i) If the Corporation shall pay or make a
dividend or other distribution with respect to its
Common Stock in shares of Common Stock (including by
way of reclassification of any shares of its Common
Stock), the Common Equivalent Rate and the Optional
Conversion Rate in effect at the opening of business on
the day following the date fixed for the determination
of stockholders entitled to receive such dividend or
other distribution shall each be increased by
multiplying such Common Equivalent Rate and Optional
Conversion Rate by a fraction of which the numerator
shall be the sum of the number of shares of Common
Stock outstanding at the close of business on the date
fixed for such determination, excluding the effect of
such dividend or distribution, plus the total number of
shares of Common Stock constituting such dividend or
other distribution, and of which the denominator shall
be the number of shares of Common Stock outstanding at
the close of business on the date fixed for such
determination, excluding the effect of such dividend or
distribution, such increase to become effective at the
opening of business on the day following the date fixed
for such determination. For the purposes of this
clause (i), the number of shares of Common Stock at any
time outstanding shall not include shares held in the
treasury of the Corporation but shall include shares
represented by cash issued in lieu of fractions of
shares of Common Stock.
(ii) In case outstanding shares of Common Stock
shall be subdivided or split into a greater number of
shares of Common Stock, the Common Equivalent Rate and
the Optional Conversion Rate in effect at the opening
of business on the day following the day upon which
such subdivision or split becomes effective shall each
be proportionately increased, and, conversely, in case
outstanding shares of Common Stock shall be combined
into a lesser number of shares of Common Stock, the
Common Equivalent Rate and the Optional Conversion Rate
in effect at the opening of business on the day
following the day upon which such combination becomes
effective shall each be proportionately reduced, such
increases or reductions, as the case may be, to become
effective at the opening of business on the day
following the day upon which such subdivision or split
or combination becomes effective.
(iii) If the Corporation shall, after the date
hereof, issue rights or warrants to all holders of its
Common Stock entitling them (for a period not exceeding
45 days from the date of such issuance) to subscribe
for or purchase shares of Common Stock at a price per
share less than the Current Market Price of the Common
Stock (determined pursuant to paragraph 3(b)(ii)) on
the record date for the determination of stockholders
entitled to receive such rights or warrants, then in
each case the Common Equivalent Rate and the Optional
Conversion Rate shall each be adjusted by multiplying
the Common Equivalent Rate and the Optional Conversion
Rate in effect on such record date by a fraction of
which the numerator shall be the number of shares of
Common Stock outstanding at the close of business on
the record date for issuance of such rights or
warrants, excluding the effect of such issuance, plus
the number of additional shares of Common Stock offered
for subscription or purchase pursuant to such rights or
warrants, and of which the denominator shall be the
number of shares of Common Stock outstanding at the
close of business on the record date for issuance of
such rights or warrants, excluding the effect of such
issuance, plus the number of shares of Common Stock
which the aggregate offering price of the total number
of shares of Common Stock so offered for subscription
or purchase pursuant to such rights or warrants would
purchase at such Current Market Price (determined by
multiplying such total number of shares by the exercise
price of such rights or warrants and dividing the
product so obtained by such Current Market Price).
Shares of Common Stock held by the Corporation or by
another company of which a majority of the shares
entitled to vote in the election of directors are held,
directly or indirectly, by the Corporation shall not be
deemed to be outstanding for purposes of such
computation. Such adjustment shall become effective at
the opening of business on the business day next
following the record date for the determination of
stockholders entitled to receive such rights or
warrants. To the extent that shares of Common Stock
are not delivered by reason of the expiration of such
rights or warrants, the Common Equivalent Rate and the
Optional Conversion Rate shall each be readjusted to
the Common Equivalent Rate and the Optional Conversion
Rate which would then be in effect had the adjustments
made by reason of the issuance of such rights or
warrants been made upon the basis of the issuance of
rights or warrants in respect of only the number of
shares of Common Stock actually delivered.
(iv) If the Corporation shall pay a dividend or
make a distribution to all holders of its Common Stock
consisting of evidences of its indebtedness, cash or
other assets (including shares of capital stock of the
Corporation other than Common Stock but excluding any
cash dividends or distributions, other than
Extraordinary Cash Distributions (as defined herein),
and dividends referred to in clause (i) above), or
shall issue to all holders of its Common Stock rights
or warrants to subscribe for or purchase any of its
securities (other than those referred to in
clause (iii) above), then in each such case the Common
Equivalent Rate and the Optional Conversion Rate shall
each be adjusted by multiplying the Common Equivalent
and the Optional Conversion Rate in effect on the
record date for such dividend or distribution or for
the determination of stockholders entitled to receive
such rights or warrants, as the case may be, by a
fraction of which the numerator shall be the Current
Market Price per share of the Common Stock (determined
pursuant to paragraph 3(b)(ii) on such record date),
and of which the denominator shall be such Current
Market Price per share of Common Stock less either (i)
the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive) on
such record date of the portion of the assets or
evidences of indebtedness so distributed, or of such
subscription rights or warrants, applicable to one
share of Common Stock or (ii), if applicable, the
amount of the Extraordinary Cash Distributions
applicable to one share of Common Stock. Such
adjustment shall become effective at the opening of
business on the business day next following the record
date for such dividend or distribution or for the
determination of holders entitled to receive such
rights or warrants, as the case may be. "Extraordinary
Cash Distribution" means the portion of any cash
dividend or cash distribution on the Common Stock that,
when added to all other cash dividends and cash
distributions on the Common Stock made during the
immediately preceding 12-month period (other than cash
dividends and cash distributions for which a prior
adjustment to the Common Equivalent Rate and Optional
Conversion Rate was previously made) exceeds, on a per
share of Common Stock basis, 10% of the average daily
Closing Price of the Common Stock over such 12-month
period.
(v) Any shares of Common Stock issuable in
payment of a dividend or other distribution shall be
deemed to have been issued immediately prior to the
close of business on the record date for such dividend
or other distribution for purposes of calculating the
number of outstanding shares of Common Stock under this
paragraph 3.
(vi) Anything in this paragraph 3 notwithstanding,
the Corporation will be entitled (but shall not be
required) to make such upward adjustments in the Common
Equivalent Rate and the Optional Conversion Rate or the
Call Price in addition to those set forth by this
paragraph 3, as the Corporation, in its sole
discretion, shall determine to be advisable, in order
that any stock dividend, subdivision of stock,
distribution of rights to purchase stock or securities,
or distribution of securities convertible into or
exchangeable for stock (or any transaction that could
be treated as any of the foregoing transactions
pursuant to Section 305 of the Internal Revenue Code of
1986, as amended, or any successor provision) hereafter
made by the Corporation to its stockholders will not be
taxable in whole or in part.
(vii) In any case in which this paragraph 3(d)
shall require that an adjustment as a result of any
event become effective on or after the opening of
business on the business day next following a record
date and the date fixed for conversion pursuant to
paragraph 3(a) or (c) or redemption pursuant to
paragraph 3(b) is on and after such record date, but
before the occurrence of such event, the Corporation
may in its sole discretion elect to defer, until after
the occurrence of such event, delivering to the holder
of any shares of PRIDES surrendered for conversion or
redemption the cash or stock receivable for any
fractional shares of Common Stock issuable before
giving effect to such adjustment.
(viii) All adjustments to the Common Equivalent Rate
and the Optional Conversion Rate will be calculated to
the nearest 1/100th of a share of Common Stock. No
adjustment in the Common Equivalent Rate or the
Optional Conversion Rate will be required unless such
adjustment would require an increase or decrease of at
least one percent in the Common Equivalent Rate;
provided, however, that any adjustments which by reason
of this subparagraph are not required to be made shall
be carried forward and taken into account in any
subsequent adjustment. All adjustments to the Common
Equivalent Rate and Optional Conversion Rate shall be
made successively.
(ix) Prior to taking any action that could result
in adjustment affecting the Common Equivalent Rate or
the Optional Conversion Rate such that the conversion
price (for purposes of this subparagraph, an amount
equal to the Call Price divided by the Common
Equivalent Rate or the Optional Conversion Rate,
respectively, as in effect from time to time) would be
below the then par value of the Common Stock, the
Corporation will take any corporate action which may,
in the opinion of its Board of Directors, be necessary
in order that the Corporation may validly and legally
issue fully paid and nonassessable shares of Common
Stock at the Common Equivalent Rate or the Optional
Conversion Rate as so adjusted.
(x) Before redeeming any shares of PRIDES, the
Corporation will take any corporate action that may, in
the opinion of its counsel, be necessary in order that
the Corporation may validly and legally issue fully
paid and nonassessable shares of Common Stock upon such
redemption.
(e) In case of any consolidation or merger to
which the Corporation is a party (other than a merger or
consolidation in which the Corporation is the surviving or
continuing corporation and in which each share of Common
Stock outstanding immediately prior to the merger or
consolidation remains unchanged), or in case of any sale or
transfer to another corporation of the property of the
Corporation as an entirety or substantially as an entirety,
or in the case of any statutory exchange of securities with
another corporation (other than in connection with a merger
or acquisition), each share of the PRIDES shall, after
consummation of such transaction, be subject to
(i) conversion at the option of the holder into the kind and
amount of securities, cash or other property receivable upon
consummation of such transaction by a holder of the number
of shares of Common Stock into which such share of PRIDES
might have been converted immediately prior to consummation
of such transaction, (ii) conversion on the Mandatory
Conversion Date into the kind and amount of securities, cash
or other property receivable upon consummation of such
transaction by a holder of the number of shares of Common
Stock into which such share of PRIDES would have been
converted if the conversion on the Mandatory Conversion Date
had occurred immediately prior to the date of consummation
of such transaction, plus the right to receive cash in an
amount equal to all accrued and unpaid dividends on such
share of PRIDES (other than previously declared dividends
payable to a holder of record as of a prior date), and
(iii) redemption on any redemption date in exchange for the
kind and amount of securities, cash or other property
receivable upon consummation of such transaction by a holder
of the number of shares of Common Stock that would have been
issuable, using the Call Price in effect on such redemption
date, upon a redemption of such share of PRIDES immediately
prior to consummation of such transaction, assuming that, if
the Notice Date for such redemption is not prior to such
transaction, the Notice Date had been the date of such
transaction; and assuming in each case that such holder of
shares of Common Stock failed to exercise rights of
election, if any, as to the kind or amount of securities,
cash or other property receivable upon consummation of such
transaction (provided that, if the kind or amount of
securities, cash or other property receivable upon
consummation of such transaction is not the same for each
non-electing share, then the kind and amount of securities,
cash or other property receivable upon consummation of such
transaction for each non-electing share shall be deemed to
be the kind and amount so receivable per share by a
plurality of the non-electing shares). The kind and amount
of securities into or for which the shares of the PRIDES
shall be convertible or redeemable after consummation of
such transaction shall be subject to adjustment as described
in paragraph 3(d) following the date of consummation of such
transaction. The Corporation may not become a party to any
such transaction unless the terms thereof are consistent
with the foregoing.
(f) Whenever the Common Equivalent Rate and
Optional Conversion Rate are adjusted as provided in
paragraph 3(d), the Corporation shall:
(i) forthwith compute the adjusted Common
Equivalent Rate and Optional Conversion Rate in
accordance with this paragraph 3 and prepare a
certificate signed by the Chief Financial Officer, any
Vice President, the Treasurer or the Controller of the
Corporation setting forth the adjusted Common
Equivalent Rate and Optional Conversion Rate, the
method of calculation thereof in reasonable detail and
the facts requiring such adjustment and upon which such
adjustment is based, which certificate shall be
conclusive, final and binding evidence of the
correctness of the adjustment, and shall file such
certificate forthwith with the transfer agent or agents
for the shares of PRIDES and the Common Stock;
(ii) make a prompt public announcement stating that
the Common Equivalent Rate and Optional Conversion Rate
have been adjusted and setting forth the adjusted
Common Equivalent Rate and Optional Conversion Rate;
and
(iii) mail a notice stating that the Common
Equivalent Rate and Optional Conversion Rate have been
adjusted, the facts requiring such adjustment and upon
which such adjustment is based and setting forth the
adjusted Common Equivalent Rate and Optional Conversion
Rate, to the holders of record of the outstanding
shares of the PRIDES no later than 45 days after the
end of the Corporation's fiscal quarter period during
which the facts requiring such adjustment occurred.
(g) In case, at any time while any of the shares
of PRIDES are outstanding,
(i) the Corporation shall declare a dividend (or
any other distribution) on the Common Stock, excluding
any cash dividends other than Extraordinary Cash
Distributions, or
(ii) the Corporation shall authorize the issuance
to all holders of the Common Stock of rights or
warrants to subscribe for or purchase shares of the
Common Stock or of any other subscription rights or
warrants, or
(iii) of any reclassification of the Common Stock
(other than a subdivision, split or combination
thereof) or of any consolidation or merger to which the
Corporation is a party and for which approval of any
stockholders of the Corporation is required (except for
a merger of the Corporation into one of its
subsidiaries solely for the purpose of changing the
corporate domicile of the Corporation to another state
of the United States and in connection with which there
is no substantive change in the rights or privileges of
any securities of the Corporation other than changes
resulting from differences in the corporate statutes of
the state the Corporation was then domiciled in and the
new state or domicile), or of the sale or transfer of
all or substantially all of the assets of the
Corporation,
then the Corporation shall cause to be filed at each office
or agency maintained for the purpose of conversion of the
shares of PRIDES, and shall cause to be mailed to the
holders of shares of PRIDES at their last addresses as they
shall appear on the stock register, at least 10 business
days before the date hereinafter specified in clause (A) or
(B) below (or the earlier of the dates hereinafter
specified, in the event that more than one date is
specified), a notice stating (A) the date on which a record
is to be taken for the purpose of such dividend,
distribution, or issuance of rights or warrants, or, if a
record is not to be taken, the date as of which the holders
of Common Stock of record to be entitled to such dividend,
distribution, or issuance of rights or warrants are to be
determined, or (B) the date on which any such
reclassification, consolidation, merger, sale or transfer is
expected to become effective, and the date as of which it is
expected that holders of Common Stock of record shall be
entitled to exchange their Common Stock for securities or
other property (including cash), if any, deliverable upon
such reclassification, consolidation, merger, sale or
transfer. The failure to give or receive the notice
required by this paragraph (g) or any defect therein shall
not affect the legality or validity of any such dividend,
distribution, issuance of any right or warrant or other
action.
4. No Fractional Shares. No fractional shares of
Common Stock shall be issued upon the redemption or
conversion of any shares of the PRIDES. In lieu of any
fractional share otherwise issuable in respect of the
aggregate number of shares of the PRIDES of any holder that
are redeemed or converted on any redemption date or upon
Mandatory Conversion or any Optional Conversion, such holder
shall be entitled to receive an amount in cash (computed to
the nearest cent) equal to the same fraction of the
(i) Current Market Price of the Common Stock, determined as
of the second Trading Date immediately preceding the Notice
Date, in the case of redemption, or (ii) Closing Price of
the Common Stock determined (A) as of the fifth Trading Day
immediately preceding the Mandatory Conversion Date, in the
case of Mandatory Conversion or (B) as of the second Trading
Day immediately preceding the effective date of conversion,
in the case of an Optional Conversion by a holder. If more
than one share of PRIDES shall be surrendered for conversion
or redemption at one time by or for the same holder, the
number of full shares of Common Stock issuable upon
conversion thereof shall be computed on the basis of the
aggregate number of shares of the PRIDES so surrendered or
redeemed.
5. Reservation of Common Stock. The Corporation
shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for issuance
upon the conversion or redemption of shares of PRIDES as
herein provided, free from any preemptive rights, such
maximum number of shares of Common Stock as shall from time
to time be issuable upon the Mandatory Conversion, Optional
Conversion or redemption of all the shares of PRIDES then
outstanding.
6. Definitions. As used in this Certificate of
Designations:
(i) the term "business day" shall mean any day
other than a Saturday, a Sunday or a day on which
commercial banking institutions in the City of
New York, New York, or Atlanta, Georgia, are authorized
or obligated by law or executive order to close;
(ii) the term "Closing Price", on any day, shall
mean the closing sale price regular way of the Common
Stock on such day or, in case no such sale takes place
on such day, the average of the reported closing bid
and asked prices regular way of the Common Stock, in
each case on the New York Stock Exchange or, if the
Common Stock is not listed or admitted to trading on
such Exchange, on the principal national securities
exchange on which the Common Stock is listed or
admitted to trading, or, if not listed or admitted to
trading on any national securities exchange, the
average of the closing bid and asked prices of the
Common Stock on the over-the-counter market on the day
in question as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System, or
a similarly generally accepted reporting service, or if
not so available in such manner, as furnished by any
New York Stock Exchange member firm selected from time
to time by the Board of Directors for that purpose;
(iii) the term "record date" shall be such date as
is from time to time fixed by the Board of Directors
with respect to the receipt of dividends, the receipt
of a redemption price upon redemption or the taking of
any action or exercise of any voting rights permitted
hereby; and
(iv) the term "Trading Day" shall mean a date on
which the New York Stock Exchange (or any successor to
such Exchange), or, if the Common Stock is not listed
or admitted to trading on such exchange, the date on
which such exchange or market on which the Common Stock
is listed or traded, is open for the transaction of
business.
7. Payment of Taxes. The Corporation will pay
any and all documentary, stamp or similar issue or transfer
taxes payable in respect of the issue or delivery of shares
of Common Stock on the redemption or conversion of shares of
PRIDES pursuant to paragraph 3; provided, however, that the
Corporation shall not be required to pay any tax which may
be payable in respect of any registration or transfer
involved in the issue or delivery of shares of Common Stock
in a name other than that of the registered holder of shares
of PRIDES redeemed or converted or to be redeemed or
converted, and no such issue or delivery shall be made
unless and until the person requesting such issue or
delivery has paid to the Corporation the amount of any such
tax or has established, to the satisfaction of the
Corporation, that such tax has been paid.
8. Liquidation Rights. In the event of any
voluntary or involuntary liquidation, dissolution or winding
up of the Corporation, and subject to the rights of the
holders of any other series of Preferred Stock, the holders
of outstanding shares of PRIDES are entitled to receive the
sum of $[ ] per share, plus an amount equal to any
accrued and unpaid dividends thereon, out of the assets of
the Company available for distribution to stockholders,
before any distribution of assets is made to holders of
Junior Stock upon liquidation, dissolution, or winding up.
If upon any voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation, the assets of
the Corporation are insufficient to permit the payment of
the full preferential amounts payable with respect to shares
of PRIDES and all other series of Parity Preferred Stock,
the holders of shares of PRIDES and of all other series of
Parity Preferred Stock will share ratably in any
distribution of assets of the Corporation in proportion to
the full respective preferential amounts to which they are
entitled. After payment of the full amount of the
liquidating distribution to which they are entitled, the
holders of shares of PRIDES will not be entitled to any
further participation in any distribution of assets by the
Corporation. A consolidation or merger of the Corporation
with one or more corporations or a sale or transfer of
substantially all of the assets of the Corporation shall not
be deemed to be a liquidation, dissolution, or winding up of
the Corporation.
9. Voting Rights. The holders of shares of
PRIDES shall have the right with the holders of Common Stock
to vote in the election of Directors and upon each other
matter coming before any meeting of the holders of Common
Stock on the basis of 3-1/5 votes for each share of PRIDES
held. The holders of shares of PRIDES and the holders of
Common Stock will vote together as one class on such matters
except as provided by law or the Certificate.
In the event that dividends on the shares of
PRIDES or any other series of Preferred Stock shall be in
arrears and unpaid for six quarterly dividend periods, or if
any other series of Preferred Stock shall be entitled for
any other reason to exercise voting rights, separate from
the Common Stock, to elect any Directors of the Corporation
("Preferred Stock Directors"), the holders of the shares of
PRIDES (voting separately as a class with holders of all
other series of Preferred Stock upon which like voting
rights have been conferred and are exercisable), with each
share of PRIDES entitled to one vote on this and other
matters in which Preferred Stock votes as a group, will be
entitled to vote for the election of two Preferred Stock
Directors, such Directors to be in addition to the number of
Directors constituting the Board of Directors immediately
prior to the accrual of such right. Such right, when
vested, shall continue until all dividends in arrears on the
shares of PRIDES and such other series of Preferred Stock
shall have been paid in full and the right of any other
series of Preferred Stock to exercise voting rights,
separate from the Common Stock, to elect any Preferred Stock
Directors shall terminate or have terminated, and, when so
paid and such termination occurs or has occurred, such right
of the holders of the shares of PRIDES shall cease. Upon any
termination of the aforesaid voting right, subject to the
requirements of the Delaware corporation law and the
Certificate, such Preferred Stock Directors shall cease to
be Directors of the Corporation and shall resign.
The Corporation will not, without the approval of the
holders of at least 66-2/3% of all the shares of PRIDES then
outstanding: (i) amend, alter, or repeal any of the
provisions of the Certificate or the By-laws of the
Corporation so as to affect adversely the powers,
preferences, or rights of the holders of the shares of
PRIDES then outstanding or reduce the minimum time required
for any notice to which only the holders of the shares of
PRIDES then outstanding may be entitled (an amendment of the
Certificate to authorize or create, or to increase the
authorized amount of, Junior Stock, Preferred Stock or any
stock of any class ranking on a parity with the shares of
PRIDES shall be deemed not to affect adversely the powers,
preferences, or rights of the holders of the shares of
PRIDES); (ii) create any series of Preferred Stock ranking
prior to the shares of PRIDES as to payment of dividends or
the distribution of assets upon liquidation; (iii) authorize
or create, or increase the authorized amount of, any capital
stock, or any security convertible into capital stock, of
any class ranking prior to the shares of PRIDES as to
payment of dividends or the distribution of assets upon
liquidation; or (iv) merge or consolidate with or into any
other corporation, unless each holder of the shares of
PRIDES immediately preceding such merger or consolidation
shall receive or continue to hold in the resulting
corporation the same number of shares, with substantially
the same rights and preferences, as correspond to the shares
of PRIDES so held.
As long as any shares of PRIDES are outstanding,
the Corporation will not, without the approval of the
holders of at least a majority of the shares of Parity
Preferred Stock then outstanding: (i) increase the
authorized amount of the Preferred Stock or (ii) create any
class or classes of capital stock ranking on a parity with
the Parity Preferred Stock, either as to payment of
dividends or the distribution of assets upon liquidation,
and not existing on the date of this Certificate of
Designations, or create any stock or other security
convertible into or exchangeable for or evidencing the right
to purchase any stock of such other class of capital stock
ranking on a parity with the Parity Preferred Stock, or
increase the authorized number of shares of any such other
class of capital stock or amount of such other stock or
security.
Notwithstanding the provisions set forth in the
preceding two paragraphs, however, no such approval
described therein of the holders of the shares of PRIDES
shall be required if, at or prior to the time when such
amendment, alteration, or repeal is to take effect or when
the authorization, creation or increase of any such prior or
parity stock or such other stock or security is to be made,
or when such consolidation or merger is to take effect, as
the case may be, provision is made for the redemption of all
shares of PRIDES at the time outstanding.
10. Severability of Provisions. Whenever
possible, each provision hereof shall be interpreted in a
manner as to be effective and valid under applicable law,
but if any provision hereof is held to be prohibited by or
invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or
invalidity, without invalidating or otherwise adversely
affecting the remaining provisions hereof. If a court of
competent jurisdiction should determine that a provision
hereof would be valid or enforceable if a period of time
were extended or shortened or a particular percentage were
increased or decreased, then such court may make such change
as shall be necessary to render the provision in question
effective and valid under applicable law.
IN WITNESS WHEREOF, Bowater Incorporated has
caused this Certificate of Designations to be signed by
__________________, its ___________________, and attested by
__________________, its ___________________, this ___ day of
_____________, 1994.
BOWATER INCORPORATED,
by
[CORPORATE SEAL]
ATTEST:
by
_______________________
BOWATER INCORPORATED
CERTIFICATE OF DESIGNATIONS
OF THE
% SERIES C CUMULATIVE PREFERRED STOCK
__________________
Pursuant to Section 151 of the General
Corporation Law of the State of Delaware
___________________
BOWATER INCORPORATED, a corporation organized and
existing under the laws of the State of Delaware (the
"Corporation"), hereby certifies that the following
resolution was duly adopted by the Finance Committee (the
"Finance Committee") of the Board of Directors of the
Corporation (the "Board of Directors"), acting pursuant to
authority delegated to the Finance Committee by the Board of
Directors on October 21, 1993, at a meeting duly called and
held on [ ], 1994 at which meeting a quorum of the
members of the Finance Committee was present and acting
throughout, and was duly amended and supplemented by the
action of the Pricing Committee (the "Pricing Committee") of
the Board of Directors, acting pursuant to authority
delegated to the Pricing Committee by the Board of Directors
on October 21, 1993, at a meeting duly called and held on
[ ] at which meeting a quorum of the members of the
Pricing Committee was present and acting throughout.
RESOLVED that, pursuant to authority expressly
vested in the Board of Directors by the provisions of the
Restated Certificate of Incorporation of the Corporation
(the "Certificate"), the Board of Directors hereby provides
for the issuance of a series of preferred stock of the
Corporation, par value $1.00 per share (all series of
preferred stock of the Corporation being hereinafter
referred to collectively as the "Preferred Stock"), to
consist of [750,000] shares, and hereby fixes the powers,
designation, preferences and relative, participating,
optional and other rights of such series of preferred stock,
and the qualifications, limitations and restrictions
thereof, as follows:
1. Designation; Ranking. (a) The designation of
the series of preferred stock created by this resolution
shall be "[ ]% Series C Cumulative Preferred Stock"
(hereinafter called the "Cumulative Preferred Stock"), and
the number of shares constituting the Cumulative Preferred
Stock is [750,000].
(b) Any shares of the Cumulative Preferred Stock
that at any time have been redeemed, purchased or otherwise
acquired by the Corporation shall, after such redemption,
purchase or other acquisition, resume the status of
authorized and unissued shares of Preferred Stock without
designation as to series until such shares are once more
designated as part of a particular series by the Board of
Directors.
(c) The shares of Cumulative Preferred Stock will
rank on a parity, both as to payment of dividends and
distribution of assets upon liquidation, with the
Corporation's LIBOR Preferred Stock, Series A, [and its [ ]%
PRIDES, Series B Convertible Preferred Stock,] as well as
any Preferred Stock issued in the future by the Corporation
that by its terms ranks pari passu with the shares of
Cumulative Preferred Stock.
2. Dividends. The holders of record of the
shares of Cumulative Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors
out of funds legally available therefor, cash dividends
("Preferred Dividends") from the date of the initial
issuance of the shares of Cumulative Preferred Stock at the
rate of [ ] percent of the $100 liquidation preference
per annum, payable quarterly in arrears on the 15th day of
January, April, July and October or, if any such date is not
a business day (as defined in paragraph 7 hereof), the
Preferred Dividend due on such date shall be paid on the
next succeeding business day (each a "Dividend Payment
Date"). The first dividend period will be from the date of
initial issuance of the shares of Cumulative Preferred Stock
to but excluding April 15, 1994 and will be payable on
April 15, 1994. Preferred Dividends will cease to accrue in
respect of the shares of Cumulative Preferred Stock on the
date of their redemption. Preferred Dividends will be
payable to holders of record of the Cumulative Preferred
Stock as they appear on the stock register of the
Corporation on such record dates, not less than 15 nor more
than 60 days preceding the payment date thereof, as shall be
fixed by the Board of Directors. Preferred Dividends
payable on shares of Cumulative Preferred Stock for any
period less than a full quarterly dividend period (or, in
the case of the first Preferred Dividend, from the date of
initial issuance of the shares of Cumulative Preferred Stock
to the first Dividend Payment Date) shall be computed on the
basis of a 360-day year of twelve 30-day months and the
actual number of days elapsed in any period less than
one month. Preferred Dividends shall accrue on a daily
basis (computed as set forth in the immediately preceding
sentence) whether or not there are funds of the Corporation
legally available for the payment of such dividends and
whether or not such Preferred Dividends are declared.
Accrued but unpaid Preferred Dividends shall cumulate as of
the Dividend Payment Date on which they first become
payable, but no interest shall accrue on accumulated but
unpaid Preferred Dividends.
As long as shares of Cumulative Preferred Stock
are outstanding, no dividends (other than dividends payable
in shares of, or warrants, rights or options exercisable for
or convertible into shares of any capital stock of the
Corporation, including without limitation the Corporation's
common stock, $1.00 par value per share ("Common Stock"),
ranking junior to the shares of Cumulative Preferred Stock
as to the payment of dividends and the distribution of
assets upon liquidation (collectively, "Junior Stock") and
cash in lieu of fractional shares in connection with any
such dividend) will be paid or declared in cash or
otherwise, nor will any other distribution be made (other
than a distribution payable in Junior Stock and cash in lieu
of fractional shares in connection with any such
distribution), on any Junior Stock unless (i) full dividends
on Preferred Stock that does not constitute Junior Stock
("Parity Preferred Stock") have been paid, or declared and
set aside for payment, for all dividend periods terminating
on or prior to the date of such Junior Stock dividend or
distribution payment to the extent such dividends are
cumulative; (ii) dividends in full for the current quarterly
dividend period have been paid, or declared and set aside
for payment, on all Parity Preferred Stock to the extent
such dividends are cumulative; (iii) the Corporation has
paid or set aside all amounts, if any, then or theretofore
required to be paid or set aside for all purchase,
retirement, and sinking funds, if any, for any Parity
Preferred Stock; and (iv) the Corporation is not in default
on any of its obligations to redeem any Parity Preferred
Stock.
As long as any shares of Cumulative Preferred
Stock are outstanding, no shares of Junior Stock may be
purchased, redeemed, or otherwise acquired by the
Corporation or any of its subsidiaries (except in connection
with a reclassification or exchange of any Junior Stock
through the issuance of other Junior Stock (and cash in lieu
of fractional shares in connection therewith) or the
purchase, redemption, or other acquisition of any Junior
Stock with any Junior Stock (and cash in lieu of fractional
shares in connection therewith)) nor may any funds be set
aside or made available for any sinking fund for the
purchase, redemption or acquisition of any Junior Stock
unless: (i) full dividends on Parity Preferred Stock have
been paid, or declared and set aside for payment, for all
dividend periods terminating on or prior to the date of such
purchase, redemption, acquisition, setting aside or making
available to the extent such dividends are cumulative; (ii)
dividends in full for the current quarterly dividend period
have been paid, or declared and set aside for payment, on
all Parity Preferred Stock to the extent such dividends are
cumulative; (iii) the Corporation has paid or set aside all
amounts, if any, then or theretofore required to be paid or
set aside for all purchase, retirement, and sinking funds,
if any, for any Parity Preferred Stock; and (iv) the
Corporation is not in default on any of its obligations to
redeem any Parity Preferred Stock.
As long as any shares of Cumulative Preferred
Stock are outstanding, dividends or other distributions may
not be declared or paid on any Parity Preferred Stock (other
than dividends or other distributions payable in Junior
Stock and cash in lieu of fractional shares in connection
therewith) and the Corporation may not purchase, redeem or
otherwise acquire any Parity Preferred Stock (except with
any Junior Stock and cash in lieu of fractional shares in
connection therewith), unless either: (a)(i) full dividends
on Parity Preferred Stock have been paid, or declared and
set aside for payment, for all dividend periods terminating
on or prior to the date of such Parity Preferred Stock
dividend, distribution, redemption, purchase or acquisition
payment to the extent such dividends are cumulative;
(ii) dividends in full for the current quarterly dividend
period have been paid, or declared and set aside for
payment, on all Parity Preferred Stock to the extent such
dividends are cumulative; (iii) the Corporation has paid or
set aside all amounts, if any, then or theretofore required
to be paid or set aside for all purchase, retirement, and
sinking funds, if any, for any Parity Preferred Stock; and
(iv) the Corporation is not in default on any of its
obligations to redeem any Parity Preferred Stock; or
(b) with respect to the payment of dividends only, any such
dividends are declared and paid pro rata so that the amounts
of any dividends declared and paid per share of Cumulative
Preferred Stock and each other share of Parity Preferred
Stock will in all cases bear to each other the same ratio
that accrued and unpaid dividends (including any
accumulation with respect to unpaid dividends for prior
dividend periods, if such dividends are cumulative) per
share of Cumulative Preferred Stock and such other share of
Parity Preferred Stock bear to each other.
3. Redemption. The shares of Cumulative
Preferred Stock are not redeemable by the Corporation prior
to [ ], 1999. At any time and from time to time
on or after that date the Corporation will have the right to
redeem, in whole or in part, outstanding shares of
Cumulative Preferred Stock for $100 per share, plus accrued
and unpaid dividends to, but not including, the date fixed
for redemption (other than previously declared dividends
payable to a holder of record as of a prior date).
Preferred Dividends will cease to accrue on the shares of
Cumulative Preferred Stock on the date fixed for their
redemption (unless the Corporation defaults on the payment
of the redemption price). If fewer than all of the
outstanding shares of Cumulative Preferred Stock are to be
called for redemption, shares of Cumulative Preferred Stock
to be called for redemption will be selected by the
Corporation from outstanding shares of Cumulative Preferred
Stock not previously called by lot or pro rata (as nearly as
may be) or by any other method determined by the Board of
Directors in its sole discretion to be equitable. The
Corporation will provide notice of any call for redemption
of shares of Cumulative Preferred Stock to holders of record
of the shares of Cumulative Preferred Stock to be called for
redemption not less than 30 nor more than 60 days prior to
the date fixed for redemption. Any such notice will be
provided by mail, sent to the holders of record of the
shares of Cumulative Preferred Stock to be called for
redemption at such holder's address as it appears on the
stock register of the Corporation, first class postage
prepaid; provided, however, that failure to give such notice
or any defect therein shall not affect the validity of the
proceeding for the redemption of any shares of Cumulative
Preferred Stock to be redeemed except as to the holder to
whom the Corporation has failed to give said notice or whose
notice was defective. On and after the redemption date, all
rights of the holders of the shares of Cumulative Preferred
Stock called for redemption shall terminate except the right
to receive the redemption price (unless the Corporation
defaults on the payment of the redemption price). A public
announcement of any call for redemption will be made by the
Corporation prior to, or at the time of, the mailing of such
notice of redemption. Each such notice shall state, as
appropriate, the following and may contain such other
information as the Corporation deems advisable:
(A) the redemption date;
(B) that all outstanding shares of Cumulative
Preferred Stock are to be redeemed or, in the case of a
redemption of fewer than all outstanding shares of
Cumulative Preferred Stock, the number of such shares
held by such holder to be redeemed;
(C) the place or places where certificates for
such shares of Cumulative Preferred Stock are to be
surrendered for redemption; and
(D) that dividends on the shares of Cumulative
Preferred Stock to be redeemed shall cease to accrue on
and after such redemption date (except as otherwise
provided herein).
The Corporation's obligation to provide funds upon
redemption in accordance with this paragraph 3 shall be
deemed fulfilled if, on or before a redemption date, the
Corporation shall deposit, with a bank or trust company, or
an affiliate of a bank or trust company, having an office or
agency in New York, New York and having a capital and
surplus of at least $50,000,000 according to its last
published statement of condition, the redemption price for
the shares of Cumulative Preferred Stock to be redeemed as
required by this paragraph, in trust for the account of the
holders of such shares of Cumulative Preferred Stock to be
redeemed (and so as to be and continue to be available
therefor), with irrevocable instructions and authority to
such bank or trust company, or affiliate thereof, to deliver
such funds upon redemption of the shares of Cumulative
Preferred Stock so called for redemption. Any interest
accrued on such funds shall be paid to the Corporation from
time to time. Any funds so deposited and unclaimed at the
end of three years from such redemption date shall be repaid
and released to the Corporation, after which, subject to
applicable law, the holder or holders of such shares of
Cumulative Preferred Stock so called for redemption shall
look only to the Corporation for payment of the funds due in
connection with the redemption of Cumulative Preferred
Stock.
Each holder of shares of Cumulative Preferred
Stock called for redemption must surrender the certificates
evidencing such shares (properly endorsed or assigned for
transfer, if the Board of Directors shall so require and the
notice shall so state) to the Corporation at the place
designated in the notice of such redemption and will
thereupon be entitled to receive any funds payable pursuant
to this paragraph, without interest, following such
surrender and on or following the date of such redemption.
In case fewer than all the shares represented by any such
surrendered certificate are called for redemption, a new
certificate shall be issued at the expense of the
Corporation representing the unredeemed shares. If such
notice of redemption shall have been given, and funds equal
to the redemption price of all redeemed shares of Cumulative
Preferred Stock shall have been irrevocably either (A) set
aside by the Corporation separate and apart from its other
funds or assets in trust for the account of the holders of
the shares to be redeemed (and so as to be and continue to
be available therefor) or (B) deposited with a bank or trust
company or an affiliate thereof as provided herein or the
Corporation shall have made other reasonable provision
therefor, then notwithstanding that the certificates
evidencing any shares of Cumulative Preferred Stock so
called for redemption shall not have been surrendered, the
shares represented thereby so called for redemption shall be
deemed no longer outstanding, Preferred Dividends with
respect to the shares so called for redemption shall cease
to accrue on the date fixed for redemption and all rights
with respect to the shares so called for redemption shall
forthwith after such date cease and terminate, except for
the rights of the holders to funds, if any, payable pursuant
to this paragraph without interest upon surrender of their
certificates therefor and except that holders of shares of
Cumulative Preferred Stock at the close of business on a
record date for any payment of Preferred Dividends shall be
entitled to receive the Preferred Dividend payable on such
shares on the corresponding Dividend Payment Date
notwithstanding the redemption of such shares following such
record date and prior to such Dividend Payment Date.
4. Conversion. The holders of shares of
Cumulative Preferred Stock shall not have any rights to
convert such shares into shares of any other class or series
of capital stock of the Corporation.
5. Liquidation Rights. In the event of any
voluntary or involuntary liquidation, dissolution or winding
up of the Corporation, and subject to the rights of the
holders of any other series of Preferred Stock, the holders
of outstanding shares of Cumulative Preferred Stock are
entitled to receive the sum of $100 per share, plus an
amount equal to any accrued and unpaid dividends thereon,
out of the assets of the Company available for distribution
to stockholders, before any distribution of assets is made
to holders of Junior Stock upon liquidation, dissolution, or
winding up. If upon any voluntary or involuntary
liquidation, dissolution, or winding up of the Corporation,
the assets of the Corporation are insufficient to permit the
payment of the full preferential amounts payable with
respect to shares of Cumulative Preferred Stock and all
other series of Parity Preferred Stock, the holders of
shares of Cumulative Preferred Stock and of all other series
of Parity Preferred Stock will share ratably in any
distribution of assets of the Corporation in proportion to
the full respective preferential amounts to which they are
entitled. After payment of the full amount of the
liquidating distribution to which they are entitled, the
holders of shares of Cumulative Preferred Stock will not be
entitled to any further participation in any distribution of
assets by the Corporation. A consolidation or merger of the
Corporation with one or more corporations or a sale or
transfer of substantially all of the assets of the
Corporation shall not be deemed to be a liquidation,
dissolution, or winding up of the Corporation.
6. Voting Rights. In the event that dividends
on the shares of Cumulative Preferred Stock or any other
series of Preferred Stock shall be in arrears and unpaid for
six quarterly dividend periods, or if any other series of
Preferred Stock shall be entitled for any other reason to
exercise voting rights, separate from the Common Stock, to
elect any Directors of the Corporation ("Preferred Stock
Directors"), the holders of the shares of Cumulative
Preferred Stock (voting separately as a class with holders
of all other series of Preferred Stock upon which like
voting rights have been conferred and are exercisable), with
each share of Cumulative Preferred Stock entitled to one
vote on this and other matters in which Preferred Stock
votes as a group, will be entitled to vote for the election
of two Preferred Stock Directors, such Directors to be in
addition to the number of Directors constituting the Board
of Directors immediately prior to the accrual of such right.
Such right, when vested, shall continue until all dividends
in arrears on the shares of Cumulative Preferred Stock and
such other series of Preferred Stock shall have been paid in
full and the right of any other series of Preferred Stock to
exercise voting rights, separate from the Common Stock, to
elect any Preferred Stock Directors shall terminate or have
terminated, and, when so paid and such termination occurs or
has occurred, such right of the holders of the shares of
Cumulative Preferred Stock shall cease. Upon any
termination of the aforesaid voting right, subject to the
requirements of the Delaware corporation law and the
Certificate, such Preferred Stock Directors shall cease to
be Directors of the Corporation and shall resign.
The Corporation will not, without the approval of the
holders of at least 66-2/3% of all the Cumulative Preferred
Stock then outstanding: (i) amend, alter, or repeal any of
the provisions of the Certificate or the By-laws of the
Corporation so as to affect adversely the powers,
preferences, or rights of the holders of the Cumulative
Preferred Stock then outstanding or reduce the minimum time
required for any notice to which only the holders of the
Cumulative Preferred Stock then outstanding may be entitled
(an amendment of the Certificate to authorize or create, or
to increase the authorized amount of, Junior Stock,
Preferred Stock or any stock of any class ranking on a
parity with the Cumulative Preferred Stock shall be deemed
not to affect adversely the powers, preferences, or rights
of the holders of the Cumulative Preferred Stock); (ii)
create any series of Preferred Stock ranking prior to the
shares of Cumulative Preferred Stock as to payment of
dividends or the distribution of assets upon liquidation;
(iii) authorize or create, or increase the authorized amount
of, any capital stock, or any security convertible into
capital stock, of any class ranking prior to the Cumulative
Preferred Stock as to payment of dividends or the
distribution of assets upon liquidation; or (iv) merge or
consolidate with or into any other corporation, unless each
holder of the Cumulative Preferred Stock immediately
preceding such merger or consolidation shall receive or
continue to hold in the resulting corporation the same
number of shares, with substantially the same rights and
preferences, as correspond to the Cumulative Preferred Stock
so held.
As long as any shares of Cumulative Preferred
Stock are outstanding, the Corporation will not, without the
approval of the holders of at least a majority of the shares
of Parity Preferred Stock then outstanding: (i) increase
the authorized amount of the Preferred Stock or (ii) create
any class or classes of capital stock ranking on a parity
with the Parity Preferred Stock, either as to payment of
dividends or the distribution of assets upon liquidation,
and not existing on the date of this Certificate of
Designations, or create any stock or other security
convertible into or exchangeable for or evidencing the right
to purchase any stock of such other class of capital stock
ranking on a parity with the Parity Preferred Stock, or
increase the authorized number of shares of any such other
class of capital stock or amount of such other stock or
security.
Notwithstanding the provisions set forth in the
preceding two paragraphs, however, no such approval
described therein of the holders of the shares of Cumulative
Preferred Stock shall be required if, at or prior to the
time when such amendment, alteration, or repeal is to take
effect or when the authorization, creation or increase of
any such prior or parity stock or such other stock or
security is to be made, or when such consolidation or merger
is to take effect, as the case may be, provision is made for
the redemption of all shares of Cumulative Preferred Stock
at the time outstanding.
7. Definitions. As used in this Certificate of
Designations:
(i) the term "business day" shall mean any
day other than a Saturday, a Sunday or a day on which
commercial banking institutions in the City of New
York, New York, or Atlanta, Georgia are authorized or
obligated by law or executive order to close; and
(ii) the term "record date" shall be such
date as is from time to time fixed by the Board of
Directors with respect to the receipt of dividends, the
receipt of a redemption price upon redemption or the
taking of any action or exercise of any voting rights
permitted hereby.
8. Severability of Provisions. Whenever
possible, each provision hereof shall be interpreted in a
manner as to be effective and valid under applicable law,
but if any provision hereof is held to be prohibited by or
invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or
invalidity, without invalidating or otherwise adversely
affecting the remaining provisions hereof. If a court of
competent jurisdiction should determine that a provision
hereof would be valid or enforceable if a period of time
were extended or shortened or a particular percentage were
increased or decreased, then such court may make such change
as shall be necessary to render the provision in question
effective and valid under applicable law.
IN WITNESS WHEREOF, Bowater Incorporated has
caused this Certificate of Designations to be signed by
____________________, its ____________________ and attested
by ____________________, its ____________________ , this
____ day of ____________, 1994.
BOWATER INCORPORATED,
by
__________________________
[CORPORATE SEAL]
ATTEST:
by
_______________________
<PAGE>
EXHIBIT 24.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Bowater Incorporated
The audits referred to in our report dated February 12, 1993, included the
related financial statement schedules as of December 31, 1992, and for each of
the years in the three-year period ended December 31, 1992 incorporated by
reference in the registration statement. These financial statement schedules are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statement schedules based on our audits. In our
opinion, such financial statement schedules, when considered in relation to the
basic consolidated financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
We consent to the use of our reports included herein or incorporated herein
by reference and to the reference to our firm under the headings Selected
Financial and Operating Data and Experts in the prospectus.
Our report covering the December 31, 1992 financial statements refers to
accounting changes regarding the Company's adoption of the provisions of the
Financial Accounting Standards Board's Statement on Financial Accounting
Standards No. 106, Employers' Accounting for Postretirement Benefits Other Than
Pensions, and Statement of Financial Accounting Standards No. 109, Accounting
for Income Taxes, in 1992.
KPMG PEAT MARWICK
Greenville, SC
January 12, 1994
<PAGE>
POWER OF ATTORNEY
BOWATER INCORPORATED
KNOW ALL MEN BY THESE PRESENTS, that I the undersigned, a director
or officer of BOWATER INCORPORATED, a Delaware corporation (the "Company"),
do hereby constitute and appoint DAVID G. MAFFUCCI and WENDY C. SHIBA, and
each of them, with full power to act without the other, as my true and lawful
attorney-in-fact and agent, with full and several power of substitution and
resubstitution, for and in my name, place and stead, in any and all
capacities, to sign a Registration Statement and any and all amendments
(including post-effective amendments) to said Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as I might
or could in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto executed this instrument this
day of , 1994.
/s/ Robert C. Lancaster
-----------------------------------
POWER OF ATTORNEY
BOWATER INCORPORATED
KNOW ALL MEN BY THESE PRESENTS, that I the undersigned, a director
or officer of BOWATER INCORPORATED, a Delaware corporation (the "Company"),
do hereby constitute and appoint DAVID G. MAFFUCCI and WENDY C. SHIBA, and
each of them, with full power to act without the other, as my true and lawful
attorney-in-fact and agent, with full and several power of substitution and
resubstitution, for and in my name, place and stead, in any and all
capacities, to sign a Registration Statement and any and all
amendments (including post-effective amendments) to said Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as I might or could in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, I have hereunto executed this instrument
this day of , 1994.
/s/ R. D. McDonough
---------------------------
POWER OF ATTORNEY
BOWATER INCORPORATED
KNOW ALL MEN BY THESE PRESENTS, that I the undersigned, a director or
officer of BOWATER INCORPORATED, a Delaware corporation (the "Company"),
do hereby constitute and appoint DAVID G. MAFFUCCI and WENDY C. SHIBA, and
each of them, with full power to act without the other, as my true and lawful
attorney-in-fact and agent, with full and several power of substitution
and resubstitution, for and in my name, place and stead, in any and all
capacities, to sign a Registration Statement and any and all amendments
(including post-effective amendments) to said Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as I might or
could in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto executed this instrument this
day of , 1994.
/s/ A. P. Gammie
------------------------
POWER OF ATTORNEY
BOWATER INCORPORATED
KNOW ALL MEN BY THESE PRESENTS, that I the undersigned, a director or
officer of BOWATER INCORPORATED, a Delaware corporation (the "Company"),
do hereby constitute and appoint DAVID G. MAFFUCCI and WENDY C. SHIBA, and
each of them, with full power to act without the other, as my true and
lawful attorney-in-fact and agent, with full and several power of
substitution and resubstitution, for and in my name, place and stead,
in any and all capacities, to sign a Registration Statement and any
and all amendments (including post-effective amendments) to said
Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as I might or could in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto executed this instrument this
day of , 1994.
/s/ Michael Nocito
-------------------------
