<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION NO. 333-________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BOWATER INCORPORATED
----------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 62-0721803
- ---------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
55 EAST CAMPERDOWN WAY, P.O. BOX 1028
GREENVILLE, SOUTH CAROLINA 29602
---------------------------------
(Address of principal executive offices)
GREAT NORTHERN PAPER, INC. HOURLY 401(K) SAVINGS PLAN
-----------------------------------------------------
(Full title of the Plan)
WENDY C. SHIBA, ESQUIRE
SECRETARY AND ASSISTANT GENERAL COUNSEL
BOWATER INCORPORATED
55 EAST CAMPERDOWN WAY, P.O. BOX 1028
GREENVILLE, SOUTH CAROLINA 29602
(864) 271-7733
---------------------------------------------------------
(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be Offering Price Aggregate Registration Fee
To be Registered Per Share* Offering Price*
Registered
==============================================================================================================
<S> <C> <C> <C> <C>
Common Stock, 700,000 $37.00 $25,900,000 $8,931.03
$1.00 par value
==============================================================================================================
</TABLE>
* The offering price for such shares is estimated pursuant to Rule
457(c) and (h) solely for the purpose of calculating the registration fee and
is based upon the average of the high and low prices of the Registrant's Common
Stock as reported on the consolidated reporting system for November 25, 1996.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
_________________________________________________________
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section 230.462.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E of the instructions to Form S-8,
Bowater Incorporated (the "Registrant") and the Great Northern Paper, Inc.
Hourly 401(k) Savings Plan (the "Plan") hereby incorporate by reference the
contents of the previous Registration Statement filed by the Registrant and the
Plan on Form S-8 (Registration No. 33-64371). The current registration of
700,000 shares of common stock of the Registrant will increase the number of
shares registered for issuance under the Plan to 885,000 shares.
2
<PAGE> 3
SIGNATURES
THE REGISTRANT. 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-8 with respect to shares
of Common Stock offered under the Great Northern Paper, Inc. Hourly 401(k)
Savings Plan, and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Greenville, State of South Carolina, this 22 day of November, 1996.
BOWATER INCORPORATED
By: /s/
-------------------------------
Arnold M. Nemirow
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, in the City of Greenville, State of South Carolina, as of
this 22 day of November, 1996.
Signature Title
--------- -----
/s/ Chairman, President and Chief Executive
- ------------------------------ Officer (principal executive officer)
Arnold M. Nemirow
/s/ Senior Vice President and Chief Financial
- ------------------------------ Officer (principal financial officer)
David G. Maffucci
/s/ Vice President and Controller
- ------------------------------ (principal accounting officer)
Michael F. Nocito
* Director
- ------------------------------
Francis J. Aguilar
* Director
- ------------------------------
Hugh D. Aycock
* Director
- ------------------------------
Richard Barth
* Director
- ------------------------------
Kenneth M. Curtis
<PAGE> 4
* Director
- -----------------------------
H. Gordon MacNeill
* Director
- -----------------------------
Donald R. Melville
* Director
- -----------------------------
John A. Rolls
* Director
- -----------------------------
James L. Pate
* Wendy C. Shiba, by signing her named hereto, does sign this Registration
Statement on behalf of the persons indicated above pursuant to powers of
attorney duly executed by such persons, in the City of Greenville, State of
South Carolina, as of this 22 day of November, 1996.
By: /s/
----------------------------
Wendy C. Shiba
Attorney-in-Fact
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Plan Administrator of the Great Northern Paper, Inc. Hourly 401(k) Savings
Plan has duly caused this 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 this 22 day of November, 1996.
GREAT NORTHERN PAPER, INC.
HOURLY 401(K) SAVINGS PLAN
By: /s/
---------------------------
Aaron B. Whitlock
Plan Administrator
S-2
<PAGE> 5
EXHIBITS
Pursuant to General Instruction E of the instructions to Form S-8, the
Registrant and the Plan hereby incorporate by reference the exhibits of the
previous Registration Statement filed by the Registrant and the Plan on Form
S-8 (Registration No. 33-64371). The following additional exhibits are filed
as part of this Registration Statement.
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
4.1 Third Amendment to the Great Northern Paper, Inc. Hourly 401(k) Savings Plan, Effective as of
the date provided therein.
4.2 Fourth Amendment to the Great Northern Paper, Inc. Hourly 401(k) Savings Plan, Effective as of
the dates provided therein.
4.3 Fifth Amendment to the Great Northern Paper, Inc. Hourly 401(k) Savings Plan, Effective as of
the date provided therein.
4.4 Sixth Amendment to the Great Northern Paper, Inc. Hourly 401(k) Savings Plan, Effective as of
the date provided therein.
23.1 Consent of KPMG Peat Marwick LLP, dated November 26, 1996.
24.1 Powers of Attorney authorizing the signing of the Registration Statement and amendments hereto
on behalf of the Registrant's directors.
</TABLE>
<PAGE> 1
EXHIBIT 4.1
THIRD AMENDMENT
TO
GREAT NORTHERN PAPER, INC.
HOURLY 401(K) SAVINGS PLAN
(Effective January 1, 1992,
as amended and restated through
October 15, 1994)
Effective as of December 1, 1995, the Great Northern Paper, Inc. Hourly
401(k) Savings Plan (the "Plan") is hereby amended in the following respect
only:
1. The section entitled "Applicable Annual Limit" on Exhibit A to the
Plan is hereby amended and restated as follows:
"Applicable Annual Limit
The Annual Limit on GNP Matching Contributions applicable to the
following groups of Employees in the following Plan Years is as set forth in
the appropriate column opposite the group's collective bargaining unit (or
other designation):
Applicable Annual Limit on GNP Matching Contributions with respect to
the Plan Year ending:
<TABLE>
<CAPTION>
Union/
Other Designation 12/31/94 12/31/95 12/31/96
- ----------------- -------- -------- --------
and each year
thereafter
<S> <C> <C> <C>
UPIU Employees
(Locals 12, 24,
658, 69,37,
152, 1612 and 261) $800.00 $900.00 $1,000.00
IAM & AW Employees
(Locals 156 and 362) $800.00 $900.00 $1,000.00
IAP&P (Local 485) $800.00 $900.00 $1,000.00
IBEW (Local 567) $800.00 $900.00 $1,000.00
OPEIU (Local 192) $800.00 $900.00 $1,000.00
UPGWA (Local 549) $800.00 $800.00 $ 800.00
Hourly paid
Non-union Employees
of GNP N/A $800.00 $ 800.00"
</TABLE>
<PAGE> 2
2. In all other respects, the Plan is hereby ratified and confirmed. Dated at
Greenville, South Carolina, this 17th day of January, 1996.
BOWATER INCORPORATED, PLAN SPONSOR
By /s/ Richard F. Frisch
--------------------------------------
Richard F. Frisch, its Vice President,
Human Resources
<PAGE> 1
EXHIBIT 4.2
FOURTH AMENDMENT
TO
GREAT NORTHERN PAPER, INC.
HOURLY 401(k) SAVINGS PLAN
(EFFECTIVE JANUARY 1, 1992,
AS AMENDED AND RESTATED THROUGH
OCTOBER 15, 1994)
Effective as hereinafter set forth, the Great Northern Paper, Inc.
Hourly 401(k) Savings Plan (the "Plan") is hereby amended in the following
respects only:
1. Exhibit A, appended to and incorporated in the Plan, is hereby
amended, effective July 1, 1996, by adding to the Collective Bargaining
Agreements Referenced in Section 1.16, effective July 1, 1996, Local 1310 of
the Pinkham Lumber Company UPIU, Local 1310, with no GNP Matching Contribution
until March 1, 1998, at which time, the maximum GNP Matching Contribution for
the Plan Year ending December 31, 1998 (and Plan Years thereafter) shall
become $500.00. As so amended, Exhibit A reads as follows:
EXHIBIT A
Collective Bargaining Agreements
Referenced in Section 1.16
Effective
Date of
Union Coverage
----- ---------
United Paperworks January 1, 1992*
International Union,
Locals 12, 24, 37, 152
Trades Union January 1, 1992*
Locals 156, 362, 485, 567,
658, 69, 1612 and 261
Office & Professional Employees January 1, 1992*
International Union Local 192
United Plant Guard Workers January 1, 1992*
of America, Local 549
Pinkham Lumber Company UPIU, July 1, 1996
Local 1310
Non-Union, hourly-paid employees October 1, 1995
* The Effective Date of the Plan
<PAGE> 2
Applicable Annual Limit
The Annual Limit on GNP Matching Contributions Applicable to the
following groups of Employees in the following Plan Years is as set forth in
the appropriate column opposite the group's collective bargaining unit (or
other designation):
Applicable Annual Limit on GNP Matching Contributions
with respect to Plan Year ending:
Union/
Other Designation 12/31/95 12/31/96 12/31/98
- ----------------- -------- -------- --------
and each year thereafter
(unless a subsequent
change is shown)
UPIU, Locals 12, 24
37, 152 $ 900.00 $1,000.00
Trades, Locals
156, 362, 485, 567,
658, 69, 1612 and 261 $ 900.00 $1,000.00
OPEIU, Local 192 $ 900.00 $1,000.00
UPGWA, Local 549 $ 800.00 $ 800.00
UPIU, Local 1310 N/A No Match $500.00
(effective 3/1/98)
Non-Union, hourly paid $ 800.00 $ 800.00
Employees
2. In all other respects, the Plan is hereby ratified and confirmed.
Dated at Greenville, South Carolina, this 18th day of March, 1996.
BOWATER INCORPORATED, PLAN SPONSOR
By /s/ Richard F. Frisch
---------------------------------
Richard F. Frisch, its Vice President,
Human Resources
Hereunto Duly Authorized by Vote of the
Human Resources and Compensation
Committee of the Board of Directors
2
<PAGE> 3
Collective Bargaining Agreements
Referenced in Section 1.16
Effective
Date of
Union Coverage
----- ---------
United Paperworkers January 1, 1992*
International Union,
Locals 12, 24, 37, 152
Trades Union January 1, 1992*
Locals 156, 362, 485, 567,
658, 69, 1612 and 261
Office & Professional Employees January 1, 1992*
International Union, Local 192
United Plant Guard Workers January 1, 1992*
of America, Local 549
Pinkham Lumber Company UPIU, July 1, 1996
Local 1310
Non-Union, hourly-paid Employees October 1, 1995
* The Effective Date of the Plan
<PAGE> 4
Applicable Annual Limit
The Annual Limit on GNP Matching Contributions Applicable to the
following groups of Employees in the following Plan Years is as set forth in
the appropriate column opposite the group's collective bargaining unit (or
other designation):
Applicable Annual Limit on GNP Matching Contributions
with respect to Plan Year ending:
Union/
Other Designation 12/31/95 12/31/96 12/31/98
- ----------------- -------- -------- --------
and each year thereafter
(unless a subsequent
change is shown)
UPIU, Locals 12, 24,
37, 152 $ 900.00 $1,000.00
Trades, Locals
156, 362, 485, 567,
658, 69, 1612 and 261 $ 900.00 $1,000.00
OPEIU, Local 192 $ 900.00 $1,000.00
UPGWA, Local 549 $ 800.00 $ 800.00
UPIU, Local 1310 N/A No Match $500.00
(effective 3/1/98)
Non-Union, hourly paid $ 800.00 $ 800.00
Employees
2
<PAGE> 1
EXHIBIT 4.3
FIFTH AMENDMENT
TO
GREAT NORTHERN PAPER, INC.
HOURLY 401(k) SAVINGS PLAN
(EFFECTIVE JANUARY 1, 1992, AS AMENDED AND
RESTATED THROUGH OCTOBER 15, 1994)
Effective as of March 1, 1996, the Great Northern Paper, Inc. Hourly
401(k) Savings Plan (the "Plan") is hereby amended in the following respects
only:
1. The section entitled "Applicable Annual Limit" on Exhibit A to
the Plan is hereby amended by increasing the GNP Matching Contribution for the
UPGWA Local 549, to $900 with respect to Plan Years ending 12/31/96, and to
$1,000 for Plan Years ending 12/31/97 and beyond. As so amended, that section
of Exhibit A reads as follows:
"Applicable Annual Limit
The Annual Limit on GNP Matching Contributions applicable to the
following groups of Employees in the following Plan Years is as set forth in
the appropriate column opposite the group's collective bargaining unit (or
other designation):
Applicable Annual Limit on GNP Matching Contributions
with respect to Plan Year Ending
Union/
Other Designation 12/31/95 12/31/96* 12/31/97 12/31/98
- ----------------- -------- -------- -------- --------
UPIU, Locals 12, 24,
37, 152 $ 900.00 $1,000.00
Trades, Locals
156, 362, 485, 567,
658, 69, 1612 and 261 $ 900.00 $1,000.00
OPEIU, Local 192 $ 900.00 $1,000.00
UPGWA, Local 549 $ 800.00 $ 900.00 $1,000.00
UPIU, Local 1310 N/A No Match $500.00
(effective
3/1/98)
Non-Union, Hourly Paid $ 800.00 $ 800.00
Employees"
*and each year thereafter unless a subsequent change is shown.
<PAGE> 2
2. In all other respects, the Plan is hereby ratified and
confirmed. A conformed copy of Exhibit A is appended hereto and shall be
subsituted for Exhibit A as appended to the Plan.
Dated at Greenville, South Carolina, this 26, day of April, 1996.
BOWATER INCORPORATED, PLAN SPONSOR
By /s/ Richard F. Frisch
--------------------------------
Richard F. Frisch, its Vice
President, Human Resources
2
<PAGE> 3
EXHIBIT A
Collective Bargaining Agreements
Referenced in Section 1.16
Effective
Date of
Union Coverage
----- ---------
United Paperworkers January 1, 1992*
International Union,
Locals 12, 24, 37, 152
Trades Union, January 1, 1992*
Locals 156, 362, 485, 567,
658, 69, 1612 and 261
Office & Professional Employees January 1, 1992*
International Union, Local 192
United Plant Guard Workers January 1, 1992*
of America, Local 549
Pinkham Lumber Company UPIU, July 1, 1996
Local 1310
Non-Union, hourly-paid Employees October 1, 1995
* The Effective Date of the Plan
<PAGE> 4
Applicable Annual Limit
The Annual Limit on GNP Matching Contributions applicable to the
following groups of Employees in the following Plan Years is as set forth in
the appropriate column opposite the group's collective bargaining unit (or
other designation):
Applicable Annual Limit on GNP Matching Contributions
with respect to Plan Year ending
Union/
Other Designation 12/31/95 12/31/96* 12/31/97 12/31/98
- ----------------- -------- -------- -------- --------
UPIU, Locals 12, 24,
37, 152 $ 900.00 $1,000.00
Trades, Locals
156, 362, 485, 567,
658, 69, 1612 and 261 $ 900.00 $1,000.00
OPEIU, Local 192 $ 900.00 $1,000.00
UPGWA, Local 549 $ 800.00 $ 900.00 $1,000.00
UPIU, Local 1310 N/A No Match $500.00
(effective
3/1/98)
Non-Union, hourly paid $ 800.00 $ 800.00
Employees
*and each year thereafter unless a subsequent change is shown.
As amended by the Fifth Amendment dated as of March 1, 1996.
2
<PAGE> 1
EXHIBIT 4.4
SIXTH AMENDMENT
TO THE
GREAT NORTHERN PAPER, INC.
HOURLY 401(K) SAVINGS PLAN
EFFECTIVE JANUARY 1, 1989, the Great Northern Paper, Inc. Hourly 401(K) Savings
Plan (the "Plan") is hereby amended in the following respects only:
1. ARTICLE I SHALL BE AMENDED BY ADDING THE FOLLOWING DEFINITIONS IN THEIR
RESPECTIVE ALPHABETICAL POSITIONS IN ARTICLE I, BY ASSIGNING EACH OF
THEM THE APPROPRIATE SECTION NUMBER ACCORDING TO THEIR ALPHABETICAL
POSITIONS AND BY ADJUSTING THE SECTION NUMBERS OF THE DEFINITIONS
ALREADY IN ARTICLE I AS NECESSARY:
"1.16 ELECTIVE CONTRIBUTIONS. Elective Contributions are Employer
Contributions made to a plan that were subject to a cash or
deferred election under a cash or deferred arrangement (whether
or not a qualified cash or deferred arrangement). No amount
that has become currently available to an Employee or that is
designated or treated, at the time of deferral or contribution,
as an after-tax Employee Contribution may be treated as an
Elective Contribution.";
"1.17 ELECTIVE DEFERRALS. Elective Deferral means, with respect to
any taxable year, the sum of:
(a) any Employer contribution under a qualified cash or
deferred arrangement (as defined in Code section 401(k)
to the extent not includible in a Participant's gross
income for the taxable year under Code section 402
(e)(3) (determined without regard to the limits in Code
section 402(g)), and
(b) any Employer contribution to the extent not includible
in gross income for the taxable year under Code section
402(h) (1) (B) (determined without regard to the limits
in Code section 402(g)), and
(c) any Employer contribution to purchase an annuity
contract under section 403(b) under a salary reduction
agreement (within the meaning of Code section 3121 (a)
(5) (D)); unless such contribution is made pursuant to
a one-time irrevocable election made by the Employee at
the time of initial eligibility to participate in the
1
<PAGE> 2
agreement or is made pursuant to a similar arrangement
involving a one-time irrevocable election specified in the
Treasury Regulations under the Code, and
(d) any Employee Contribution designated as deductible under a
trust described in Code section 501(c)(18) to the extent
deductible from the individual's income for the taxable year on
account of Code section 501(c)(18) (determined without regard to
the limits in Code section 402(g)).";
"1.20 EMPLOYEE CONTRIBUTIONS. Employee Contribution means any
mandatory or voluntary contribution to the Plan that is treated
at the time of contribution as an after-tax Employee Contribution
and is allocated to a separate account to which attributable
earnings and losses are allocated.";
"1.23 EXCESS AGGREGATE CONTRIBUTIONS. Excess Aggregate Contribution
means, with respect to any Plan Year, the excess of:
(a) The aggregate amount of the Matching Contributions
and Employee Contributions (and including any Qualified
Nonelective Contribution or Elective Deferral taken
into account in computing the Actual Contribution Percentage, but
excluding Qualified Matching Contributions treated as Elective
Contributions under subsection (c) of section 1.3) actually made
on behalf of Highly Compensated Eligible Employees for such Plan
Year, over
(b) the maximum amount of such contributions permitted
under the limitations of subsection (a) of Section 1.2
(determined by reducing contributions made on behalf of Highly
Compensated Eligible Employees in order of their Actual
Contribution Ratios (which ratios are described in Section 1.2
beginning with the highest of such percentages, as described
below).
The amount of Excess Aggregate Contributions for a Highly
Compensated Eligible Employee under a plan subject to the requirements
of section 401(m) will be determined in the following manner. First,
the Actual Contribution Ratio (ACR) of the Highly Compensated Eligible
Employee with the highest ACR is reduced to the extent necessary to
satisfy the
2
<PAGE> 3
contribution percentage test or cause such ratio to equal the
ACR of the Highly Compensated Eligible Employee with the next
highest ratio. Second, this process is repeated until the
contribution percentage test is satisfied. The amount of Excess
Aggregate Contributions for a Highly Compensated Eligible
Employee is then equal to the total of employee, matching and
other contributions taken into account for the contribution
percentage test minus the product of the employee's contribution
ratio as determined above and the employee's compensation.
In the case of a Highly Compensated Eligible Employee whose
Actual Contribution Ratio (ACR) is determined under the family
aggregation rules, the determination of the amount of Excess
Aggregate Contributions shall be made as follows: the ACR is
reduced in accordance with the "leveling" method described in the
preceding paragraph and the Excess Aggregate Contributions are
allocated to the Highly Compensated Eligible Employee to whom the
contributions of each family member have been attributed.";
"1.24 EXCESS CONTRIBUTIONS. Excess Contribution means, with respect to
any Plan Year, the excess of:
(a) the aggregate amount of Elective Contributions,
(including Qualified Nonelective Contributions and
Qualified Matching Contributions that are treated as
Elective Contributions,) actually paid over to the
trust on behalf of Highly Compensated Eligible Employees for such
Plan Year, over
(b) the maximum amount of such contributions
permitted under the limitations of subsection (a) of Section 1.3
(determined by reducing contributions made on behalf of Highly
Compensated Eligible Employees in order of the Actual Deferral
Ratios beginning with the highest of such percentages, as
described below).
The amount of Excess Contributions for a Highly Compensated
Eligible Employee will be determined in the following manner. First,
the ADR of the Highly Compensated Eligible Employee with the highest
ADR is reduced to the extent necessary to satisfy the Actual Deferral
Percentage test or cause such ratio to equal the ADR of the Highly
Compensated Eligible Employee with the next highest ratio. Second,
this process is
3
<PAGE> 4
repeated until the Actual Deferral Percentage test is
satisfied. The amount of Excess Contributions for a Highly
Compensated Eligible Employee is then equal to the total of
elective and other contributions taken into account for the
Actual Deferral Percentage test minus the product of the
employee's reduced deferral ratio as determined above and the
employee's Compensation.
In the case of a Highly Compensated Eligible Employee whose ADR
is determined under the family aggregation rules, the
determination of the amount of Excess Contributions shall be made
as follows: The ADR is reduced in accordance with the method
described in the preceding paragraph and the Excess Contributions
are allocated to the Highly Compensated Eligible Employee to whom
contributions of each family member have been attributed.";
"1.25 EXCESS DEFERRAL. Excess Deferral means the Elective
Deferrals of any individual for any taxable year to the extent
the amount of such deferrals for the taxable year exceeds the
limit in of Section 3.6, but excluding amounts described in
section 1105(c)(5) of the Tax Reform Act of 1986.";
"1.35 MATCHING CONTRIBUTIONS. Matching Contribution means
(a) any Employer contribution (including a contribution made
at the Employer's discretion) made to the Plan on behalf of an
Employee on account of the Employee Contribution made by such
Employee,
(b) any Employer contribution (including a contribution made at
the Employer's discretion) made to the Plan on behalf
of an Employee on account of the Employee's Elective
Contribution, and
(c) Any forfeiture allocated on the basis of
Employee Contributions, Matching Contributions or Elective
Contributions.;
"1.36 NONELECTIVE CONTRIBUTIONS. Nonelective Contribution
means Employer Contributions (other than Matching
Contributions) with respect to which the Employee may
not elect to have the contributions paid to the
Employee in cash or other benefits instead of being
contributed to the Plan.";
4
<PAGE> 5
"1.42 QUALIFIED MATCHING CONTRIBUTIONS. Qualified
Matching Contribution means Matching Contributions which satisfy
the requirements of (b) of the definition of Qualified
Nonelective Contributions."
"1.43 QUALIFIED NONELECTIVE CONTRIBUTIONS. Qualified
Nonelective Contribution means any Employer contribution (other
than a Matching Contribution or Elective Contribution) with
respect to which:
(a) the Employee may not elect to receive the contribution
paid to the Employee in cash instead of being contributed
to the Plan, and
(b) only if such contributions are nonforfeitable when made
and distributable only under the following circumstances:
(1) The Employee's retirement, death disability or
separation from service;
(2) The termination of the Plan without establishment or
maintenance of another defined contribution plan
(other than an ESOP or SEP);
(3) The Employee's attainment of age 59 1/2 or the
Employee's hardship;
(4) The sale or other disposition by the
Employer to an unrelated corporation of
substantially all of the assets used in the trade or
business to which the Plan relates, but only with
respect to Employees who continue employment with the
acquiring corporation which does not maintain the Plan
after the disposition; and,
(5) The sale or other disposition by the Employer
of its interest in a subsidiary to an unrelated
entity, but only with respect to Employees who continue
employment with the subsidiary, the acquiring entity of
which does not maintain the plan after the disposition.
Paragraphs 2, 4, and 5, above, apply only if Employer,
as the transferor corporation, continues to maintain
the Plan. Nonelective Contributions which may be
treated as Matching Contributions must satisfy these
requirements without
5
<PAGE> 6
regard to whether they are actually taken into account
as Matching Contributions."
2. SECTION 1.2 SHALL BE AMENDED TO READ AS FOLLOWS:
"1.2 ACTUAL CONTRIBUTION PERCENTAGE ("ACP") TEST. (a) ACP Test means the
actual contribution percentage test which the Plan Administrator shall perform
as of the last day of each Plan Year to determine the extent to which the GNP
Matching Contributions and After-Tax Contributions for such Plan Year in fact
can be made, and such test shall be satisfied only if the Actual Contribution
Percentage (as defined in subsection (b)) for all Highly Compensated Eligible
Employees does not exceed the greater of:
(1) One-hundred twenty-five percent (125%) of
the Actual Contribution Percentage for all Lower
Paid Eligible Employees, or
(2) The lesser of two (2) times the Actual Contribution
Percentage (as defined in subsection (c)) for all Lower
Paid Eligible Employees or the Actual Contribution
Percentage for all Lower Paid Eligible Employees plus two
(2) percentage points, where
(b) The term "Actual Contribution Percentage" means as to all
Highly Compensated Eligible Employees and all Lower Paid Eligible
Employees for each Plan Year, the average of the ratios (Actual
Contribution Ratios"), calculated separately for each Eligible
Employee in each such group, of (1) the sum of the GNP Matching
Contributions and After-Tax Contributions made on his behalf to (2)
his "compensation" (as defined in Code Section 414(s)), including
Before-Tax Contributions, for that part of such Plan Year during which
contributions might have been made under the terms of this Plan on his
behalf from his Compensation. The Employer may elect to include
compensation which is not currently includable in the Participant's
gross income by reason of the application of Code Section 125 or
402(a)(8), provided such election is made consistently among all
Participants.
(c) For purposes of applying the ACP Test, all Employee
and Matching Contributions that are made under two or more plans that
are aggregated for purposes of Code section 401(a)(4) or 410(b) (other
than Code section 410(b)(2)(A)(ii)) are to be treated as made under a
single plan. If two or more plans are permissively aggregated for
purposes of Code section 401(m), the aggregated plans must
6
<PAGE> 7
also satisfy Code sections 401(a)(4) and 410(b) as though they
were a single plan.
(d) For purposes of the ACP Test only, the Employer may, to the
extent permitted under Code Section 401(m)(3), elect to treat
Before-Tax Contributions for a given Plan Year as GNP Matching
Contributions, provided that such Before-Tax Contributions are not
disregarded for purposes of the ADP Test to the extent required by
Code Section 401(m)(3).
(e) In the case of a Highly Compensated Eligible Employee ("HCEE")
who is either a 5% owner or one of the ten most highly compensated
employees and is thereby subject to the family aggregation rules of
Code section 414(q)(6), the ACR for the family group consisting of
the HCEE, the HCEE's spouse and lineal ascendants and descendants
(and their spouses) (which is treated as one Highly Compensated
Eligible Employee) is the ACR determined by combining the
contributions and compensation of all eligible family members.
Except to the extent taken into account in the preceding sentence,
the contributions and compensation of all family members are
disregarded in determining the Contribution Percentages for the
groups of Highly Compensated Eligible Employees and Lower Paid
Eligible Employees.
(f) In any Plan Year in which the "2.0 times, but not more than
two percentage points" alternative (described in paragraph (a) (2)
of both Section 1.2 and Section 1.3) must be utilized to pass both
the ACP Test (as described in Section 1.2) and the ADP Test (as
described in Section 1.3) + - the sum of the Actual Contribution
Percentage ("ACP") and the Actual Deferral Percentage ("ADP")
for Highly Compensated Eligible Employees shall not exceed the
greater of:
(1) (A) 1.25 times the greater of the ACP or ADP
for Lower Paid Eligible Employees plus
(B) 2 percent plus (but not more than two
times) the lesser of the ACP or ADP for
Lower Paid Eligible Employees;
(2) (A) 1.25 times the lesser of the ACP or ADP for
Lower Paid Eligible Employees plus
(B) 2 percent plus the greater of (but
not more than two times the lesser of) the
ACP or ADP for Lower Paid Eligible Employees;
or
7
<PAGE> 8
(3) the maximum permitted by the Multiple Use Test set forth
in Final Treasury Regulation Section 1.401(m)-2(b) (as amended).
(g) If this Multiple Use Test Limit is exceeded, the Employer
will reduce the actual deferral percentage of the Highly Compensated
Eligible Employees in the manner described in Treasury Regulation
Section 1.401(k)-l(f)(2) as provided in Treasury Regulation Section
1.401(m)-2(c)(3).
3. SECTION 1.3 SHALL BE AMENDED TO READ AS FOLLOWS:
"1.3 ACTUAL DEFERRAL PERCENTAGE ("ADP") TEST. (a) ADP Test means the
actual deferral percentage test which the Plan Administrator shall perform as
of the last day of each Plan Year to determine the extent to which the
contributions which each Highly Compensated Eligible Employee elects to make
from his before-tax Compensation for such Plan Year in fact can be made, and
such test shall be satisfied only if one of (1) or (2) is met:
(1) The Actual Deferral Percentage (as defined in subsection
(b)) for all Highly Compensated Eligible Employees does not exceed
one-hundred twenty-five percent (125%) of the Actual Deferral
Percentage for all Lower Paid Eligible Employees, or
(2) The excess of the Actual Deferral Percentage (as defined in
subsection (b)) for all Highly Compensated Eligible Employees over
the Actual Deferral Percentage for all Lower Paid Eligible Employees
is not more than two percentage points, and the Actual Deferral
Percentage for all Highly Compensated Eligible Employees is not more
than 2.0 times the Actual Deferral Percentage for all Lower Paid
Eligible Employees, where
(b) The term "Actual Deferral Percentage" means as to
all Highly Compensated Eligible Employees and all Lower
Paid Eligible Employees for each Plan Year, the average of the ratios
("Actual Deferral Ratios"), calculated separately for each Eligible
Employee in each such group, of (1) the amount of his Before-Tax
Contributions to be credited for such Plan Year to his Before-Tax
Employee Account to (2) his "compensation" (as defined in Code Section
414(s)) for that part of such Plan Year during which contributions might
have been made under the terms of this Plan on his behalf from his
Compensation. The Employer may elect to include compensation which is
not currently includable in the Participant's gross income by reason of
the application of
8
<PAGE> 9
Code Section 125 or 402(a)(8), provided such election is made
consistently among all Participants.
(c) The Employer may elect to take into account in computing
the Actual Deferral Percentage for all Employees Qualified Matching
Contributions and Qualified Nonelective Contributions, if the
requirements of section 1.401(k)l(b)(5) of the Treasury Regulations
under the Code are satisfied.
(d) If Elective Deferrals are taken into account for purposes
of the Actual Contribution Percentage Test of subsection (a) of
Section 1.2 for any Plan Year, such contributions shall not be taken
into account under subparagraph (a) of this definition of Actual
Deferral Percentage for such year.
(e) In the case of a Highly Compensated Eligible Employee who
is either a 5% owner or one of the ten most highly compensated
employees and is thereby subject to the family aggregation rules of
section 414(q)(6), the ADR for the family group (which is treated as
one Highly Compensated Eligible Employee) is the ADR determined by
combining the elective Deferrals, Earnings, and amounts treated as
Elective Deferrals of all eligible family members. Except to the
extent taken into account in the preceding sentence, the elective
Deferrals, Earnings, and amounts treated as elective Deferrals of all
family members are disregarded in determining the Actual Deferral
Percentages for the groups of Highly Compensated Eligible Employees
and Lower Paid Eligible Employees.
(f) For purposes of applying the provisions of this subsection,
all Elective Contributions that are made under two or more plans that
are aggregated for purposes of Code section 401(a)(4) or 410(b) (other
than Code section 410(b)(2)(A)(ii)) are to be treated as made under a
single plan. If two or more plans are permissively aggregated for
purposes of Code section 401(k), the aggregated plans must also
satisfy Code sections 401(a)(4) and 410(b) as though they were a
single plan.
(g) Excess Contributions must be corrected within two and
one-half (2 1/2) months after the close of the Plan Year for which
they were made.
(h) In any Plan Year in which the "2.0 times, but not
more than two percentage points" alternative (described in paragraph
(b) of both Section 1.2 and Section 1.3) must be utilized to pass both
the ACP Test (as described in Section 1.2) and the ADP Test (as
described in Section 1.3) the sum of the Actual Contribution
Percentage ("ACP") and
9
<PAGE> 10
the Actual Deferral Percentage ("ADP") for Highly Compensated
Eligible Employees shall not exceed the greater of:
(1) (A) 1.25 times the greater of the ACP
or ADP for Lower Paid Eligible
Employees plus
(B) 2 percent plus (but not more than
two times) the lesser of the ACP or
ADP for Lower Paid Eligible
Employees;
(2) (A) 1.25 times the lesser of the ACP or
ADP for Lower Paid Eligible
Employees plus
(B) 2 percent plus the greater of (but
not more than two times the lesser
of) the ACP or ADP for Lower Paid
Eligible Employees; or
(3) the maximum permitted by the Multiple Use Test set
forth in Final Treasury Regulation
Section 1.401 (m)-2(b) (as amended).
(i) If this Multiple Use Test Limit is exceeded, the Employer will
reduce the actual deferral percentage of the Highly Compensated Eligible
Employees in the manner described in Treasury Regulation Section
1.401(k)-l(f)(2) as provided in Treasury Regulation Section
1.401(m)-2(c)(3)."
4. SECTION 3.1 SHALL BE AMENDED BY REPLACING TEXT OF THE LAST SENTENCE OF
SUBSECTION 3.1(d) WITH THE FOLLOWING:
"For purposes of this Section 3.1(d), "Excess Contributions" shall be
defined as specified in Article I. Income allocable to an Employee's
Excess Contributions shall be determined by multiplying the income for the
Plan Year allocable to Elective Contributions and amounts treated as
Elective Contributions (for purposes of this paragraph only, the "Effective
Elective Contributions") by a fraction, the numerator of which is the
Employee's Excess Contributions for the Plan Year and the denominator of
which is the sum of (i) the Employee's total account balance attributable
to Effective Elective Contributions as of the beginning of the Plan Year;
plus (ii) the Employee's Effective Elective Contributions for the Plan
Year. If Excess Contributions distributed under this subsection (d)are
contributions in respect of which Matching Contributions have been made by
the Employer, such Matching Contributions and income
10
<PAGE> 11
allocable thereto shall be forfeited and applied to reduce Employer
contributions in the Plan Years following the Plan Year in which such
forfeited Matching Contributions were made."
5. SECTION 3.2 SHALL BE AMENDED BY REPLACING TEXT OF THE LAST SENTENCE OF
SUBSECTION 3.2(B) WITH THE FOLLOWING:
"For purposes of this Section 3.2(b), "Excess Aggregate Contributions"
shall be defined as specified in Article I. Income allocable to an
Employee's Excess Aggregate Contributions shall be determined by
multiplying the income for the Plan Year allocable to Matching
Contributions and Employee Contributions and any Qualified Nonelective
Contributions or Elective Deferrals taken into account in computing the
Contribution Percentage, but excluding Qualified Matching Contributions
treated as Elective Contributions (together, for purposes of this
paragraph only, the Effective Matching/Employee Contributions") by a
fraction, the numerator of which is the Employee's Excess Aggregate
Contributions for the Plan Year and the denominator of which is the sum of
(i) the Employee's total account balance attributable to Effective
Matching/Employee Contributions as of the beginning of the Plan Year; plus
(ii) the Employee's Effective Matching/Employee Contributions for the Plan
Year."
6. SECTION 3.3 SHALL BE AMENDED BY REPLACING TEXT OF THE THIRD
(I.E. THE NEXT TO LAST) SENTENCE OF SUBSECTION 3.3(b)(2) WITH THE
FOLLOWING:
"For purposes of this subparagraph (2), "Excess Aggregate
Contributions" shall be defined as specified in Article I. Income
allocable to an Employee's Excess Aggregate Contributions shall be
determined by multiplying the income for the Plan Year allocable to
Matching Contributions and Employee Contributions and any Qualified
Nonelective Contributions or Elective Deferrals taken into account in
computing the Contribution Percentage, but excluding Qualified Matching
Contributions treated as Elective Contributions (together, for purposes of
this paragraph only, the "Effective Matching/Employee Contributions") by a
fraction, the numerator of which is the Employee's Excess Aggregate
Contributions for the Plan Year and the denominator of which is the sum of
(i) the Employee's total account balance attributable to Effective
Matching/Employee Contributions as of the beginning of the Plan Year; plus
(ii) the Employee's Effective Matching/Employee Contributions for the
Plan Year."
11
<PAGE> 12
7. IN ALL OTHER RESPECTS, THE PLAN IS HEREBY RATIFIED AND CONFIRMED.
Dated at Greenville, South Carolina, this 7th day of October, 1996.
BOWATER INCORPORATED,
PLAN SPONSOR
BY /s/ Richard F. Frisch
---------------------------------------
Richard F. Frisch, Its Vice President,
Human Resources
12
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Bowater Incorporated
We consent to the use of our report dated February 2, 1996 on the financial
statements of Bowater Incorporated (the Company) for the three-year period
ended December 31, 1995, incorporated herein by reference, which report appears
in the December 31, 1995 annual report on Form 10-K of Bowater Incorporated,
and to our report dated June 14, 1996 on the financial statements of the Great
Northern Paper, Inc. Hourly 401(k) Savings Plan (the Plan) for the two years
ended December 31, 1995, incorporated herein by reference, which report appears
in the December 31, 1995 annual report on Form 11-K of the Plan.
Greenville, South Carolina
November 25, 1996 KPMG Peat Marwick, LLP
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
We, the undersigned directors of Bowater Incorporated, hereby
severally appoint Wendy C. Shiba, Anthony H. Barash and David G. Maffucci,
each of them singly, our true and lawful attorneys, with the full power of
substitution, to sign for us and in our names with respect to the Registration
Statements on Form S-8 pertaining to the Great Northern Paper, Inc. Savings and
Capital Growth Plan for Salaried Employees and the Great Northern Paper, Inc.
Hourly 401(k) Savings Plan and any and all amendments to the Registration
Statements, and generally to do all such things in our names and on our behalf
in our capacities as directors to enable Bowater Incorporated to comply with
the provisions of the Securities Act of 1993, as amended, and all requirements
of the Securities and Exchange Commission, and all requirements of any other
applicable law or regulation, hereby ratifying and confirming our signatures as
they may be signed by our attorney to the Registration Statements and any and
all amendments thereto, including post-effective amendments.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Director November 20, 1996
- ------------------------------
Francis J. Aguilar
/s/ Director November 20, 1996
- ------------------------------
Hugh D. Aycock
/s/ Director November 20, 1996
- ------------------------------
Richard Barth
/s/ Director November 20, 1996
- ------------------------------
Kenneth M. Curtis
/s/
- ------------------------------ Director November 20, 1996
H. Gordon MacNeill
/s/
- ------------------------------ Director November 20, 1996
Donald R. Melville
/s/
- ------------------------------ Director November 20, 1996
John A. Rolls
/s/
- ------------------------------ Director November 20, 1996
James L. Pate
