<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. SAVINGS
AND CAPITAL GROWTH PLAN FOR SALARIED EMPLOYEES
----------------------------------------------
(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
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
==============================================================================================================
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
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* 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.
Savings and Capital Growth Plan for Salaried Employees (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. 33-00587).
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
1,300,000 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. Savings and
Capital Growth Plan for Salaried Employees, 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, as of
this 22 day of November, 1996.
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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
Arnold M. Nemirow (principal executive officer)
/s/
- ---------------------------- Senior Vice President and Chief Financial Officer
David G. Maffucci (principal financial officer)
/s/
- ---------------------------- Vice President and Controller
Michael F. Nocito (principal accounting officer)
* Director
- ----------------------------
Francis J. Aguilar
* Director
- ----------------------------
Hugh D. Aycock
* Director
- ----------------------------
Richard Barth
* Director
- ----------------------------
Kenneth M. Curtis
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* 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. Savings and Capital
Growth Plan for Salaried Employees 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. SAVINGS AND
CAPITAL GROWTH PLAN FOR SALARIED EMPLOYEES
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. 33-00587). The following additional exhibits are filed
as part of this Registration Statement.
Exhibit Number Description
4.1 Amendment No. 1 to the Great Northern Paper, Inc.
Savings and Capital Growth Plan for Salaried
Employees, 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.
<PAGE> 1
EX-4.1
AMENDMENT NO. 1
TO THE GREAT NORTHERN PAPER, INC.
SAVINGS AND CAPITAL GROWTH PLAN
FOR SALARIED EMPLOYEES
The Great Northern Paper, Inc. Savings and Capital Growth Plan for
Salaried Employees, Effective January 1, 1992 (the "Plan") is hereby amended,
effective January 1, 1996, by adding a new Article XIII to read as follows:
ARTICLE XIII
CHANGE IN CONTROL PROVISIONS
13.1 In the event of a Change in Control, as hereinafter defined,
the provisions of this Article XIII shall supersede any
conflicting provisions in the Plan.
13.2 Anything in this Plan to the contrary notwithstanding, upon
and following a Change in Control the GNP Matching Account of
Participants in the Plan who are Employees of the Employer as
of the date of Change in Control shall be 100% vested.
13.3 The following definitions apply for purposes of this Article
XIII:
(a) "Acquiring Person" shall mean any Person who is or
becomes a "beneficial owner" (as defined in Rule
13d-3 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) of securities of the
Plan Sponsor representing twenty percent (20%) or
more of the combined voting power of the Plan
Sponsor's then outstanding voting securities, unless
such Person has filed Schedule 13G and all required
amendments thereto with respect to its holdings and
continues to hold such securities for investment in a
manner qualifying such Person to utilize Schedule 13G
for reporting of ownership.
(b) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act,
as in effect on the date hereof.
(c) "Change in Control" of the Plan Sponsor shall be
deemed to have occurred if:
(i) any Person is or becomes an Acquiring Person;
<PAGE> 2
(ii) less than two-thirds (2/3) of the total
membership of the Board shall be Continuing
Directors; or
(iii) the shareholders of the Plan Sponsor shall
approve a merger or consolidation of the Plan
Sponsor or a plan of complete liquidation of
the Plan Sponsor or an agreement for the sale
or disposition by the Plan Sponsor of all or
substantially all of the Plan Sponsor's
assets.
(d) "Continuing Directors" shall mean any member of the
Board who was a member of the Board prior to the date
hereof, and any successor of a Continuing Director
while such successor is a member of the Board who is
not an Acquiring Person or an Affiliate or Associate
of an Acquiring Person or of any such Affiliate or
Associate and is recommended or elected to succeed
the Continuing Director by a majority of the
Continuing Directors.
(e) "Person" shall mean any individual, corporation,
partnership, group, association or other "person" as
such term is used in Section 13(d) and 14(d) of the
Exchange Act.
13.4 This Article XIII of the Plan shall not be amended upon or
following a Change in Control in any manner that might have
the effect of reducing the Participants' Accounts under the
Plan. Nothing in this Section 13.4 shall be construed to
prohibit, prior to a Change in Control, any amendment to the
Plan, including this Article XIII, or any termination of the
Plan pursuant to its terms.
IN WITNESS WHEREOF, Bowater Incorporated has caused this amendment to
be executed by its duly authorized officer on the 26 day of April , 1996.
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BOWATER INCORPORATED
By: /s/
------------------------------------
Richard F. Frisch
Vice President - Human Resources
2
<PAGE> 1
EX-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. Savings and Capital Growth Plan for Salaried Employees
(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
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EX-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.
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<S> <C> <C>
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
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