<PAGE> 1
AS FILED ON DECEMBER 4, 1997 REGISTRATION NO. ______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 of incorporation) (I.R.S. Employer Identification No.)
55 EAST CAMPERDOWN WAY, P.O. BOX 1028
GREENVILLE, SOUTH CAROLINA 29602
---------------------------------
(Address of principal executive offices)
BOWATER INCORPORATED SALARIED EMPLOYEES' SAVINGS PLAN
-----------------------------------------------------
(Full title of the Plan)
WENDY C. SHIBA, ESQUIRE
VICE PRESIDENT, 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price per Aggregate Offering Amount of
to be Registered Registered Share* Price* Registration Fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$1.00 par value 1,000,000 shares $44.53 $44,531,250 $13,494.32
=========================================================================================================
</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 December 2, 1997.
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 Bowater Incorporated Salaried
Employees' 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. 333-00555). The current registration of
1,000,000 shares of common stock of the Registrant will increase the number of
shares registered for issuance under the Plan to 2,900,000 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 Bowater Incorporated Salaried Employees'
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 26th day of November, 1997.
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 26th day of November, 1997.
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
- -----------------------------
H. David Aycock
* Director
- -----------------------------
Richard Barth
<PAGE> 4
* Director
- ---------------------------
Kenneth M. Curtis
Director
- ---------------------------
Charles J. Howard
* 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 20th day of November, 1997.
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 Bowater Incorporated Salaried Employees' 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 20th day of November, 1997.
BOWATER INCORPORATED
SALARIED EMPLOYEES' 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. 333-00555). The following additional exhibits are filed
as part of this Registration Statement.
EXHIBIT NUMBER DESCRIPTION
4.1 First Amendment to the Bowater Incorporated Salaried Employees'
Savings Plan, effective as of the dates provided therein.
4.2 Amendment No. 2 to the Bowater Incorporated Salaried Employees'
Savings Plan, effective as of the date provided therein.
4.3 Third Amendment to the Bowater Incorporated Salaried Employees'
Savings Plan, effective as of the date provided therein.
4.4 Amendment No. 4 to the Bowater Incorporated Salaried Employees'
Savings Plan, effective as of the date provided therein.
23 Consent of KPMG Peat Marwick LLP, dated December 2, 1997.
24 Powers of Attorney authorizing the signing of the Registration
Statement and amendments hereto on behalf of the Registrant's
directors.
<PAGE> 1
Exhibit 4.1
FIRST AMENDMENT TO THE
BOWATER INCORPORATED
SALARIED EMPLOYEES' SAVINGS PLAN
WHEREAS, Bowater Incorporated ("Bowater") established the Bowater Incorporated
Salaried Employees' Savings Plan (the "Plan") effective December 31, 1973; and
WHEREAS, Section 11.01 of the Plan reserves to Bowater the authority to amend
the Plan, and Bowater most recently amended and restated the Plan effective May
1, 1989; and
WHEREAS, Bowater desires to further amend the Plan to change the manner in
which certain matching contributions are allocated to Participant Accounts;
NOW, THEREFORE, Bowater hereby amends the Plan, effective January 1, 1996
(except as otherwise indicated), in the following respects:
1. Section 2.01 is amended by deleting paragraph (a) thereof and
redesignating the following paragraphs accordingly.
2. The following sentence is added after the first sentence of Section
4.01:
"To the extent that Shares of Company Stock have been released
from the Unallocated Company Stock Account upon payment of
principal and/or interest on an Acquisition Loan in amounts that
would cause the sixty percent limitation to be exceeded, such
excess Shares shall be held unallocated until the next allocation
of Regular Contributions pursuant to this Section or until
allocated as Additional Contributions pursuant to Section 4.02."
3. Section 4.02 is amended (with the amendment to subsection (a) thereof
effective May 1, 1989) to read as follows:
"4.02 ADDITIONAL EMPLOYER CONTRIBUTIONS:
(a) With respect to Plan Years prior to January 1, 1996, the Board
and the board of directors of any Employer may from time to
time, authorize additional contributions by an Employer from
its Current or Accumulated Profits for its Employees who on
the day the contribution is allocated are Active Participants
or who were Active Participants during the Plan Year but are
then currently suspended under Article 8.
<PAGE> 2
Such contributions shall be referred to herein as "Additional
Employer Contributions."
Such Additional Employer Contributions shall be allocated to
the Non-ESOP Company Contribution Account of Employees,
unless the Employer designates such Contributions as amounts
to be allocated to the ESOP Account of the Employees. Such
Additional Employer Contributions shall be allocated as a
uniform percentage (with respect to each Account to which
contributions are allocated) of the Regular Contributions
made by the Employer pursuant to Section 4.01 and remaining
in the Accounts of each Participant who made Contributions
for such Plan Year, unless the Employer designates such
Contributions (either alone or aggregated with other
specified Employer Contributions to the Plan in the same Plan
Year) among all Participants in proportion to their
respective Earnings for such Plan Year (or in any other
permissible manner).
Except to the extent required for the allocation of Shares of
Company Stock required to be allocated to Participants'
Accounts by reason of the release of such Shares from the
Unallocated Company Stock Account upon payment of principal
and/or interest on an Acquisition Loan, in no event shall
such uniform percentage exceed an additional forty percent of
the Participant' Basic Employee Contributions and/or Basic
Tax-Deferred Employee Contributions for the Plan Year.
(b) For Plan Years from and after January 1, 1996, an Employer
shall make Additional Employer Contributions from its Current
or Accumulated Profits if the Employer satisfies certain
preestablished financial targets. The following paragraphs
will govern such Contributions:
(i) Before the end of the first calendar quarter of each
Plan Year each Employer shall establish performance
targets for purposes of this Section 4.02(b) and the
amount of Additional Contributions to be made upon the
achievement of such targets. The Employer shall make
Additional Employer Contributions in the appropriate
amount with respect to each quarter in which the
Employer satisfies the applicable performance target.
Such Contributions shall be made in proportion to Basic
Employee Contributions and/or Basic Tax-Deferred
Employee Contributions for each Employee of the Employer
who, as of the end of the quarter, was an Active
Participant or who was an Active Participant during the
Plan Year but is then currently suspended under Article
8.
2
<PAGE> 3
(ii) Except to the extent that such Additional Employer
Contributions are designated by the Employer as
contributions to be allocated to the ESOP Account of the
Employees, such Contributions shall be allocated to the
Non-ESOP Company Contribution Account of its Employees.
(iii) If the Additional Employer Contributions are designated
by the Employer as contributions to be allocated to the
ESOP Account of the Employees, and as of the date for
any allocation of Additional Employer Contributions
pursuant to this Section 4.02(b), the shares released
from the Unallocated Company Stock Account during the
Plan Year upon payment of principal and/or interest on
an Acquisition Loan, less any such shares previously
allocated to Participants during such Plan Year as
Regular Contributions under Section 4.01 or Additional
Contributions under this Section, are greater than the
Additional Employer Contribution, any shares remaining
after such allocation shall be carried forward and
allocated in subsequent quarters as Regular
Contributions, Additional Contributions, or both;
provided that, as of the end of the last calendar
quarter of each Plan Year, all such shares shall be
allocated in the proportions described above."
4. The phrase "and for Plan Years beginning thereafter" is deleted from
the sixth sentence of Section 4.04, and the following sentence is added after
the seventh sentence of Section 4.04:
"Effective January 1, 1996, and for Plan Years beginning thereafter,
Additional Contributions under Section 4.02 may be made either in
cash or in Shares of Company Stock."
5. The first sentence of subparagraph 16.05(b) is amended to read as
follows:
"As of a Valuation Date (i) at the end of each month with respect to
Regular Contributions made pursuant to Section 4.01, (ii) at the end
of each Plan Year with respect to Additional Employer Contributions
made pursuant to Section 4.02(a), and (iii) at the end of each
calendar quarter with respect to Additional Employer Contributions,
if any, made pursuant to Section 4.02(b), Financed Shares will be
withdrawn from the Unallocated Company Stock Account and allocated to
Participants' Accounts in accordance with the provisions of Sections
4.01, 4.02 and 4.04."
3
<PAGE> 4
IN WITNESS WHEREOF, Bowater has caused this Plan to be amended by its duly
authorized officers the 26 day of April, 1996.
BOWATER INCORPORATED
By: /s/
------------------------------
Richard F. Frisch
Title: Vice President Human Resources
4
<PAGE> 1
Exhibit 4.2
AMENDMENT NO. 2
TO THE BOWATER INCORPORATED
SALARIED EMPLOYEES' SAVINGS PLAN
The Bowater Incorporated Salaried Employees' Savings Plan, as Amended and
Restated Effective May 1, 1989 (the "Plan") is hereby amended, effective
January 1, 1996, as follows:
1. The last two sentences of the second paragraph of Section 7.04 of the Plan
shall be deleted in their entirety.
2. A new Article 18 shall be added to the Plan to read as follows:
ARTICLE 18: CHANGE IN CONTROL PROVISIONS
18.01 In the event of a Change in Control, as hereinafter defined,
the provisions of this Article 18 shall supersede any conflicting
provisions in the Plan.
18.02 Anything in this Plan to the contrary notwithstanding, upon
and following a Change in Control the Company Contribution Account
(both ESOP and non-ESOP) of Participants in the Plan who are
Employees of the Employer as of the date of Change in Control shall
be 100% vested.
18.03 The following definitions apply for purposes of this Article 18:
(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 Company representing twenty
percent (20%) or more of the combined voting power of the
Company'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 Company shall be deemed to have
occurred if:
<PAGE> 2
(i) any Person is or becomes an Acquiring Person;
(ii) less than two-thirds (2/3) of the total membership of the
Board shall be Continuing Directors; or
(iii) the shareholders of the Company shall approve a merger
or consolidation of the Company or a plan of complete
liquidation of the Company or an agreement for the sale
or disposition by the Company of all or substantially
all of the Company'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.
18.04 Notwithstanding Section 4.02, in the event of a Change in Control,
allocations of Company Stock required to be allocated to
Participants' Accounts by reason the release of such Shares from
the Unallocated Company Stock Account upon payment of principal
and/or interest on an Acquisition Loan pursuant to Section 4.02
shall be made only to the Accounts of Participants who were
participating in the Plan prior to the date of the Change in
Control, and shall not be made in individuals who begin
participation in the Plan after the date of the Change in Control.
18.05 This Article 18 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 Vested Value of Participants' Accounts under the Plan.
Nothing in this Section 18.04 shall be construed to prohibit, prior
to a Change in Control, any amendment to the Plan, including this
Article 18, or any termination of the Plan pursuant to its terms.
2
<PAGE> 3
IN WITNESS WHEREOF, Bowater Incorporated has caused this amendment to be
executed by its duly authorized officer on the 26 day of April , 1996.
---
BOWATER INCORPORATED
By: /s/
------------------------------------
Richard F. Frisch
Vice President - Human Resources
3
<PAGE> 1
Exhibit 4.3
THIRD AMENDMENT
TO THE
BOWATER INCORPORATED
SALARIED EMPLOYEES' SAVINGS PLAN
EFFECTIVE JANUARY 1, 1989, The Bowater Incorporated Salaried Employees'
Savings Plan
(the "Plan") is hereby amended in the following respects only:
1. Section 1.09 of the Plan is hereby amended so that it refers to the
Internal Revenue Code of 1986 instead of 1954.
2. Section 1.14 of the Plan is hereby amended by adding the following
paragraph after the presently exiting text of Section 1.14:
"The spouse or lineal descendant (other than a lineal descendant who will
have reached the age of 19 before the close of the Plan Year in question)
of an Employee who is either a 5% owner or is both a Highly Compensated
Employee and one of the Employer's ten most highly compensated employees
(the "Related HCE"), will not be treated as an Employee with separate
compensation for the Plan Year and the compensation that would otherwise
constitute the Earnings of such spouse or descendant shall be included in
the Earnings of the Related HCE."
3. Section 1.16 of the Plan is hereby amended to add the following
proviso to the text of Section 1.16 that existed prior to this Amendment:
"; provided, however, that any leased employee that provides services to
an employer that is aggregated with the Employer under Code sections
414(b), (c) or (m) (or that provides services to the Employer and is an
employee of an employer so aggregated with the Employer) will be
considered an Employee notwithstanding the performance of services as a
leased employee."
4. Section 1.38 of the Plan is hereby amended as follows:
(a) the description "immediate and heavy" is added to the second sentence
of text of Section 1.38 that existed prior to this Amendment so that
it reads: "For purposes of clarification, a Specified Hardship
Withdrawal shall be allowed only for immediate and heavy financial
need arising out of expenses incurred or assumed by a Participant (a)
related to medical expenses of a Participant or a member of his family
or dependent, and not covered by insurance; (b) related to the
post-secondary school tuition for the next quarter or semester of a
Participant or a member of his family or dependents; or (c) relating
to the acquisition of a
<PAGE> 2
primary residence of a Participant; or (d) expenses to prevent
eviction from, or foreclosure on the mortgage on, the Participant's
primary residence."
(b) the following new paragraph is added at the end of Section 1.38:
"Any determinations made by the Plan Administrator under this section
shall be made based upon nondiscriminatory and objective standards."
5. Section 4.07 of the Plan is hereby amended in the following respects:
(a) subsection 407(b)(i)(2) is amended to include Basic and Supplemental
Employee Contributions by amending it so it reads as follows:
"Basic Tax-Deferred Employee Contributions and Supplemental
Tax-Deferred Employee Contributions as well as Basic Employee
Contributions and Supplemental Employee Contributions allocated to the
Participant's Accounts under Sections 3.01, 3.02, 3.03 and 3.04."
(b) subsection 4.07(b)(i)(3) is deleted.
6. Section 8.04 of the Plan is hereby amended so that the last sentence
of its fourth paragraph refers to Section 1.38 instead of 1.37.
7. Section 15.01 of the Plan is hereby amended to read as follows:
"15.01 DEFINITIONS: For purposes of this Article 15, the following
terms shall have the meaning set forth hereafter:
(i) "Actual Deferral Percentage", for one of two specified groups (the
Highly Compensated Employee, or "HCE" group and the nonHighly
Compensated Employee, or "nonHCE" group) of all Employees
eligible to participate in the Plan shall be the average of the
ratios ("Actual Deferral Ratios" or "ADRs"), calculated
separately for each Employee in each respective group, of:
(A) the amount of the Employee's Elective Deferrals and amounts
treated as his or her Elective Deferrals for the plan year
actually paid over to the Trust Fund as contributions on
behalf of such Employee for such Plan Year, to
(B) the Employee's Earnings for such plan year.
2.
<PAGE> 3
In the case of an eligible Employee who makes no Elective
Contributions, the Actual Deferral Ratio that is to be
included in determining the Actual Deferral Percentage is
zero.
Only the Actual Deferral Ratios of eligible Employees will
be taken into account in calculating the Actual Deferral
Percentage. For this purpose, an eligible Employee is any
Employee who is directly or indirectly eligible to make a
cash or deferred election under the Plan for all or a
portion of a Plan Year, and includes: an employee who would
be a Plan Participant but for the failure to make required
contributions; an Employee whose eligibility to make
Elective Contributions has been suspended because of an
election (other than certain one-time elections) not to
participate, a distribution or a loan; and, an Employee who
cannot defer because of the Code section 415 limits on
annual additions described in Section 4.07.
An Elective Contribution will be taken into account in
calculating the Actual Deferral Percentage for a Plan Year
only if:
(1) it relates to compensation that either would have been
received by the Employee in the Plan Year (but for the
deferral election) or is attributable to services
performed by the Employee in the Plan Year and would
have been received by the Employee within 2 1/2 months
after the close of the Plan Year (but for the deferral
election); and
(2) it is allocated to the Employee as of a date within
that Plan Year. (For this purpose, an Elective
Contribution is considered allocated as of a date
within a Plan Year if the allocation is not contingent
on participation or performance of services after such
date and the Elective Contribution is actually paid to
the trust no later than twelve (12) months after the
Plan Year to which the contribution relates).
The Employer may elect to take into account in computing the
Actual Deferral Percentage for all Employees Qualified
Matching Contributions (other than Matching Contributions
which have been allocated to an ESOP account) and Qualified
Nonelective Contributions, if the requirements of section
1.401(k)-1(b)(5) of the Treasury Regulations under the Code
are satisfied.
If Elective Deferrals are taken into account for purposes of
the Contribution Percentage Test of subsection (d) of this
Section 15.01 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.
3.
<PAGE> 4
In the case of a Highly Compensated 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 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
Employees and nonHighly Compensated Employees.
(ii) "Contribution Percentage", for one of the groups specified in
subsection (a)(i) above for a Plan Year, shall be the
average of the ratios ("Actual Contribution Ratios" or
"ACRs"), calculated separately for each Employee in each
respective group, of:
(A) the sum of the Matching Contributions and Employee
Contributions paid under the Plan on behalf of such
Employee for such Plan Year, to
(B) Employee's compensation (within the meaning of Code
section 414(s)) for such Plan Year.
As and to the extent permitted under Treasury Regulations,
the Employer may elect to take into account (in computing
the Contribution Percentage) Elective Contributions and
Qualified Nonelective Contributions under the Plan or any
other plan of the Employer if the conditions of section
1.401(m)-l(b)(5) of the Treasury Regulations under the Code
are satisfied.
If Matching Contributions are taken into account for
purposes of the Actual Deferral Percentage Test of
subsection (c) of this Section 3.05 for any Plan Year, such
contributions shall not be taken into account under
subparagraph (A) for such year.
In the case of a Highly Compensated Employee ("HCE") 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 HCE, the HCE's spouse and lineal
ascendants and descendants (and their spouses) (which is
treated as one Highly Compensated 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
4.
<PAGE> 5
sentence, the contributions and compensation of all family
members are disregarded in determining the Contribution
Percentages for the groups of Highly Compensated Employees
and nonHighly Compensated Employees.
iii. "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.
iv. "Elective Deferrals" 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 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)).
v. "Employee Contributions" 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.
5.
<PAGE> 6
vi. "Excess Aggregate Contributions" 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 Contribution Percentage,
but excluding Qualified Matching Contributions treated
as Elective Contributions under subsection (a)(i) of
this section 3.05) actually made on behalf of Highly
Compensated Employees for such Plan Year, over
(B) the maximum amount of such contributions permitted
under the limitations of subsection (d) of this Section
3.05 (determined by reducing contributions made on
behalf of Highly Compensated Employees in order of
their Actual Contribution Ratios beginning with the
highest of such ratios).
The amount of Excess Aggregate Contributions for a Plan Year
shall be determined only after first determining the Excess
Contributions that are treated as Employee Contributions due
to Recharacterization under subsection (e)(ii) of this
Section 3.05.
The amount of Excess Aggregate Contributions for a Highly
Compensated 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 Employee with the highest ACR is
reduced to the extent necessary to satisfy the Contribution
Percentage Test or cause such ratio to equal the ACR of the
Highly Compensated 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 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 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
Employee to whom the contributions of each family member
have been attributed.
6.
<PAGE> 7
vii. "Excess Contributions" 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 Fund on behalf of Highly Compensated Employees
for such Plan Year, over
(B) the maximum amount of such contributions permitted
under the limitations of subsection (c) of this
Section 3.05 (determined by reducing contributions
made on behalf of Highly Compensated Employees in
order of the Actual Deferral Ratios beginning with
the highest of such ratios).
The amount of Excess Contributions for a Highly
Compensated Employee will be determined in the following
manner. First, the ADR of the Highly Compensated 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 Employee
with the next highest ratio. Second, this process is
repeated until the Actual Deferral Percentage Test is
satisfied. The amount of Excess Contributions for a Highly
Compensated 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 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 Employee to whom contributions of each family
member have been attributed.
viii. "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 subsection (b) of this Section 3.05, but excluding
amounts described in section 1105(c)(5) of the Tax Reform
Act of 1986.
ix. "Highly Compensated Employee" means an employee who
performs service during the Determination Year and is
described in one or more of the following groups:
7.
<PAGE> 8
(A) An employee who is a 5% owner, as defined in Code section
416(i)(1)(A)(iii), at any time during the determination
year or the look-back year.
(B) An employee who receives compensation in excess of $75,000
(indexed in accordance with Code section 415(d)) during
the look-back year.
(C) An employee who receives compensation in excess of $50,000
(indexed in accordance with Code section 415(d)) during
the lookback year and is a member of the top-paid group
for the look-back year.
(D) An employee who is an officer, within the meaning of Code
section 416(i), during the look-back year and who
receives compensation in the look-back year greater than
50% of the dollar limitation in effect under Code section
415(b)(1)(A) for the calendar year in which the look-back
year begins.
(E) An employee who is both described in paragraph (B), (C),
or (D) above when such paragraph is modified to
substitute the "determination year" for the term
"look-back year" and one of the 100 employees who receive
the most compensation from the Employer during the
determination year.
For purposes of this definition of Highly Compensated Employee:
(a) The "Determination Year" is the plan year for which the
determination of who is highly compensated is being made.
(b) The look-back year is the 12 month period immediately
preceding the determination year, or if the Employer
elects, the calendar year ending with or within the
determination year.
(c) The top-paid group consists of the top 20% of employees
ranked on the basis of compensation received during the
year. For purposes of determining the number of employees
in the top-paid group, employees described in Code section
414(q)(8) and Q & A 9(b) of section 1.414(q)-lt of the
Treasury regulations are excluded.
(d) The number of officers is limited to 50 (or, if lesser,
the greater of 3 employees or 10% of employees) excluding
those employees who may be excluded in determining the
top-paid group.
8.
<PAGE> 9
(e) When no officer has compensation in excess of 50% of the Code
section 415(b)(1)(A) limit, the highest paid officer is
treated as highly compensated.
(f) Compensation is compensation within the meaning of Code
section 415(c)(3), including Elective or salary
reduction contributions to a cafeteria plan, cash
or deferred arrangement or tax-sheltered annuity.
(g) Employers aggregated under Code sections 414(b),
(c), (m), or (o) are treated as a single employer.
For purposes of the requirements of Code Sections 401(k)
and 401(m), a Highly Compensated Employee who is either
a 5% owner or one of the ten most highly compensated
employees is subject to the family aggregation
rules of Code section 414(q)(6).
If any individual is a member of the family of a 5-percent
owner or of a Highly Compensated Employee in the group
consisting of the 10 highly compensated employees paid the
greatest compensation during the year, then:
(1) such individual shall not be considered a separate
employee, and
(2) any compensation paid to such individual (and any
applicable contribution or benefit on behalf of such
individual) shall be treated as if it were paid
to (or on behalf of) the 5-percent owner or Highly
Compensated Employee.
For purposes of this section, the term "family" means, with
respect to any employee, such employees spouse and lineal
ascendants or descendants and the spouses of any lineal ascendant
or descendants.
x. "Matching Contributions" 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
9.
<PAGE> 10
(C) Any Forfeiture allocated on the basis of Employee
Contributions, Matching Contributions or Elective
Contributions.
xi. "Nonelective Contributions" 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.
xii. "Qualified Matching Contributions" means Matching Contributions
which satisfy the requirements of (B) of the definition of
Qualified Nonelective Contributions.
xiii. "Qualified Nonelective Contributions" 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
10.
<PAGE> 11
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 regard to whether they are actually taken into
account as Matching Contributions. "
8. Section 15.03 of the Plan is hereby amended as follows:
(a) a parenthetical is added to the title of Section 15.03 so that it
reads as follows: "COMPUTATION OF ACTUAL DEFERRAL PERCENTAGE
("Actual Deferral Percentage Test")"
(b) the text of subsection 15.03(b) is replaced with the following:
"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."
9. Section 15.04 of the Plan is hereby amended as follows:
(a) a parenthetical is added to the title of Section 15.04 so that it
reads as follows:
"LIMITATION ON CONTRIBUTION PERCENTAGE ("Contribution Percentage
Test")"
(b) the following clause is added to the end of subsection 15.04(d):
"if the conditions described in Section 1.401(m)-1(b)(5) of
the Treasury Regulations are satisfied"
10. Section 15.05 of the Plan is hereby amended as follows:
(a) The existing text of Section 15.05 prior to this Amendment is labelled
as "(a)", a subsection of Section 15.05;
11.
<PAGE> 12
(b) A parenthetical is added at the end of subparagraph (ii) of the text
of Section 15.05 existing prior to this Amendment (in order to
define the term "Recharacterized" as descriptive of the contents
of that subparagraph (ii)) which reads as follows: "("Recharacterized"
as a Non-Tax-Deferred Employee Contribution)"
(c) Subsections (b), (c), (d), (e), (f) and (g) are added to Section 15.05
(after the text of Section 15.05 (after the text of Section 15.05 as
amended in (a) and (b) of this Amendment #10), which new subsections
read as follows:
"(b) the amount of Excess Contributions to be distributed or
Recharacterized shall be reduced by Excess Deferrals previously
distributed for the taxable year ending in the same
Plan Year and Excess Deferrals to be distributed for a taxable
year will be reduced by Excess Contributions previously
distributed or Recharacterized for the Plan Year beginning in
such taxable year.
(c) The distribution (or forfeiture, if applicable) of Excess
Aggregate Contributions shall be made on the basis of the
respective portions of such amounts attributable to each Highly
Compensated Employee.
(d) The distribution of Excess Contributions and/or Excess Aggregate
Contributions will include the income allocable thereto. The
income allocable to Excess Contributions and/or Excess Aggregate
Contributions includes income for the Plan Year for which the
Excess Contributions and/or Excess Aggregate Contributions were
made. 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.
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 Deferral
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
12.
<PAGE> 13
Year; plus (ii) the Employee's Effective Matching/Employee
Contributions for the Plan Year.
(e) If Excess Contributions distributed or recharacterized
under this paragraph (e) are contributions in respect of
which Matching Contributions have been made by the
Employer, such Matching Contributions and income
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.
(f) Excess Contributions must be corrected by the close of
the Plan Year following the Plan Year for which they were
made.
(g) Recharacterized Excess Contributions will remain subject
to the nonforfeitability requirements and distribution
limitations that apply to elective contributions."
11. Section 15.06 is hereby added to the Plan and shall read as
follows:
"15.06 CORRECTION OF MULTIPLE USE OF ALTERNATIVE
LIMITATION (MULTIPLE USE OF THE "TWO PERCENTAGE
POINTS" LIMITATION): In addition to the limitations
described in Sections 15.02, 15.03 and 15.04 above,
if the Actual Deferral Percentage for Highly
Compensated Employees exceeds 15.02(i), the
Contribution Percentage for Highly Compensated
Employees exceeds 15.03(i) and the sum of those two
percentages exceeds the limit described in section
1.401(m)-2(b)(3) of the Regulations, the Employer
will reduce the actual deferral percentage of the
Highly Compensated Employees in the manner
described in Treasury Regulation Section
1.401(k)-1(f)(2) as provided in Treasury Regulation
Section 1.401 (m)-2(c)(3). "
12. In all other respects, the Plan is hereby ratified
and confirmed.
13.
<PAGE> 14
Dated as of the 24th day of July, 1996, and signed in Greenville, South
Carolina, on the 7th day of October, 1996.
BOWATER INCORPORATED,
PLAN SPONSOR
By: /s/ Richard F. Frisch
---------------------------------------
Richard F. Frisch, its Vice President,
Human Resources
14.
<PAGE> 1
Exhibit 4.4
AMENDMENT NO. 4
TO THE
BOWATER INCORPORATED
SALARIED EMPLOYEES' SAVINGS PLAN
Effective January 1, 1997, the Bowater Incorporated Employees Retirement
Plan, as amended and restated as of May 1, 1989 and as amended thereafter (the
"Plan"), is hereby further amended as follows:
1. Section 1.16 is amended to delete the first sentence thereof and
replace it with the following:
"1.16 EMPLOYEE: Any individual who is hired to perform duties for the
Employer on a salaried basis either as a Full-Time Employee or a
Part-Time Employee, who is subject to its control and who receives a
regular stated compensation, including a pay arrangement or paid
leave of absence, unless contractually agreed otherwise, but
excluding a pension, retainer or fee under contract. Notwithstanding
the foregoing, the term "Employee" shall not include: (a) any
individual designated by the Company on its records as an
independent contractor, consultant or an individual performing
services for the Company (even if a court, the Internal Revenue
Service or other entity determines that such individual is a common
law employee); (b) any leased employee (as defined under Code
Section 414(n)); (c) any seasonal or temporary employees; and (d)
any employee of the Company whose terms and conditions of employment
are governed by a collective bargaining agreement with respect to
which benefits of the type provided to employees under the Plan were
the subject of good faith bargaining, unless such agreement provides
for participation in the Plan."
2. Article I is amended to add the following as Section 1.25, and
subsequent provisions are redesignated accordingly:
"1.25 FULL-TIME EMPLOYEE: An Employee who is designated as being employed
on a full-time basis on the Employer's payroll records."
3. Section 1.26 (formerly Section 1.25) is hereby deleted in its
entirety and replaced with the following:
"1.26 HOUR OF SERVICE:
(a) For a Plan Year beginning prior to January 1, 1997, Hours of
Service shall be equal to the hours of service credited under
the provisions of the Plan in effect for such Plan Year.
<PAGE> 2
(b) Effective January 1, 1997, while an individual is a Full-Time
Employee, 'Hour of Service' shall mean each hour for which
an Employee is paid or entitled to payment for the
performance of duties for the Employer.
(c) Effective January 1, 1997, while an individual is a Part-Time
Employee, 'Hour of Service' shall mean:
(i) each hour for which the Employee is paid, or entitled to
payment, for the performance of duties for the Employer
during the applicable period.
(ii) each hour for which the Employee is paid, or entitled to
payment, on account of a period of time during which no
duties are performed (irrespective of whether the
Employee's Employment has terminated) due to vacation,
holiday, illness, incapacity (including disability or
pregnancy), layoff, jury duty, military service or an
authorized leave of absence. No more than 501 Hours of
Service will be credited under this subsection (ii) for
any single continuous period (whether or not such period
occurs during a single computation period).
(iii) each hour for which back pay, irrespective of mitigation
of damages, is either awarded or agreed to by the
Employer.
The same Hours of Service shall not be credited both under (i)
or (ii), as the case may be, and (iii) above.
In determining the Hours of Service credited to a Part-Time
Employee who is employed by the Company on other than an
hourly-rated basis, such Employee shall be credited with ten
Hours of Service per day for each day he would, if
hourly-rated, be credited with Hours of Service pursuant to
clause (i) above.
In the case of a payment which is made or due on account of a
period during which a Part-Time Employee performs no duties
and which results in the crediting of Hours of Service under
either (ii) or (iii) above, to the extent that such award or
agreement is made with respect to such a period described in
(ii) above, the number of Hours of Service to be credited
shall be determined in accordance with Department of Labor
Regulation Section 2530.200b-2, which is incorporated herein
by reference.
2
<PAGE> 3
(d) Nothing in this Section 1.26 shall be construed as denying an
Employee credit for an Hour of Service if credit is required
under applicable federal law.
(e) Hours of Service with an Affiliated Company shall be credited
as Hours of Service under this Plan. Hours of Service will
also be credited for any individual considered to be an
Employee for purposes of this Plan under Code Sections 414(n)
or (o) and the regulations thereunder (to the extent therein
required) or for an individual who is a common law employee
but is designated as an independent contractor."
4. Article I is further amended to add the following as Section 1.28,
and subsequent provisions are redesignated accordingly:
"1.28 MATERNITY OR PATERNITY REASONS: With respect to any Employee: (a)
the Employee's pregnancy; (b) the birth of the Employee's child;
(c) the placement of a child with the Employee in connection with
the adoption of such child by the Employee; or (d) the need to care
for such child for a period beginning immediately following such
birth or placement."
5. Article I is further amended to add the following as Section 1.29,
and subsequent provisions are redesignated accordingly:
"1.29 PART-TIME EMPLOYEE: An Employee who is designated as being employed
on a part-time basis on the Employer's payroll records."
6. Section 1.39 (formerly 1.36) is amended to add the phrase
"Full-Time" before the word "Employee" in subsection (a) thereof.
7. Section 1.39 is further amended to add the phrase "Full-Time" before
the word "Employee" in subsection (b) thereof.
8. Section 1.39 is further amended to capitalize the phrase
"maternity or paternity reasons" in the second paragraph thereof.
9. Section 1.39 is further amended to delete the last sentence thereof.
3
<PAGE> 4
10. Section 1.52 (formerly Section 1.49) is hereby deleted in its entirety
and replaced with the following:
"1.52 YEAR OF BREAK IN SERVICE:
(a) For a Plan Year beginning prior to January 1, 1997, Years of
Break in Service shall be determined under the provisions of
the Plan in existence as in effect for such Plan Year.
(b) Effective January 1, 1997, while an individual is a Full-Time
Employee, 'Year of Break in Service' shall mean any twelve
(12) consecutive month period, computed from the Employee's
Severance from Service Date, during which the Employee does
not complete one (1) or more Hours of Service. A Year of Break
in Service shall occur on the last day of the first such
twelve (12) consecutive month period, and additional Years of
Break in Service shall occur for each succeeding twelve (12)
consecutive month period, or allocable part thereof computed
in months and days (with an aggregate of thirty (30) days
constituting a month), during which the Employee does not
complete one (1) or more Hours of Service.
Notwithstanding the preceding paragraph, an Employee shall
not be deemed to have incurred a Year of Break in Service if
he is on an authorized leave of absence in excess of twelve
(12) months and returns to Employment upon the expiration of
such leave.
(c) Effective, January 1, 1997, while an individual is a Part-Time
Employee, 'Year of Break in Service' shall mean a Plan Year in
which the Part-Time Employee fails to complete 501 or more
Hours of Service. Solely for purposes of determining whether a
Year of Break in Service for participation and vesting purposes
has occurred, a Part-Time Employee who is absent from
Employment for Maternity or Paternity Reasons shall be
credited with the Hours of Service which he would have earned
but for such absence, or, in any case in which such hours
cannot be determined, eight (8) Hours of Service per day of
such absence. The Hours of Service credited under this
paragraph shall be credited in the computation period in which
the absence begins, if necessary to prevent a Year of Break in
Service in that period, or, in all other cases, in the
following computation period."
4
<PAGE> 5
11. Section 1.53 (formerly Section 1.50) is hereby deleted in its entirety
and replaced with the following:
"1.53 YEARS OF SERVICE:
(a) For Employment prior to January 1, 1984, Years of Service
shall be equal to the years of service credited under the
provisions of the Plan in existence as of December 31, 1983.
(b) For Employment on and after January 1, 1984 but prior to
January 1, 1997, Years of Service shall be equal to the years
of service credited under the provisions of the Plan in
existence as of December 31, 1996.
(c) For Employment beginning on or after January 1, 1997:
(i) while an individual is a Full-Time Employee, 'Years of
Service' shall mean the Employee's aggregate period of
Employment consisting of Years of Service and parts
thereof, with each Year of Service consisting of twelve
(12) months and with each month thereof consisting of
thirty days. Years of Service shall be computed
beginning on the date the Employee first completes an
Hour of Service upon commencing or recommencing
Employment and ending on his next following Severance
from Service Date. Years of Service shall include the
period of time between a Full-Time Employee's Severance
from Service Date and the date he next completes an Hour
of Service, provided that he completes such Hour of
Service within twelve (12) months of the date he last
completed an Hour of Service.
(ii) while an individual is a Part-Time Employee:
(A) Year of Service for participation shall mean the
twelve (12) consecutive month period commencing
on the date the Part-Time Employee first completes
an Hour of Service, provided that he is credited
with not less than 1,000 Hours of Service during
such twelve (12) consecutive month period. If the
Part-Time Employee fails to complete 1,000 or more
Hours of Service within such twelve (12)
consecutive month period, Year of Service shall
mean the first Plan Year (beginning with the Plan
Year that includes the first (1st) anniversary of
the date the Employee first completed an Hour of
Service) during which a Part-Time Employee is
credited with 1,000 or more Hours of Service.
5
<PAGE> 6
(B) Year of Service for purposes of determining
the Vested Value of a Participant's Accounts
shall mean a Plan Year during which the Part-Time
Employee completes 1,000 or more Hours of
Service.
(d) For purposes of determining whether an Employee who transfers
between Full-Time Employment and Part-Time Employment during
a Plan Year has earned a Year of Service for such Plan Year,
the following rules shall apply:
(i) In the case of a Full-Time Employee who transfers to
Employment as a Part-Time Employee, the Employee shall
be credited with ten (10) Hours of Service for each day
he worked in such Plan Year as a Full-Time Employee and
with the Hours of Service described under Section
1.26(c) for the portion of the Plan Year the Employee
worked as a Part-Time Employee.
(ii) In the case of a Part-Time Employee who transfers to
Employment as a Full-Time Employee, the Employee shall
receive credit towards a Year of Service equal to the
greater of the credit towards a Year of Service he would
receive under Section 1.26(b) for the entire Plan Year
and the credit towards a Year of Service he would
receive under Section 1.26(c) for the portion of the
Plan Year he worked as a Part-Time Employee.
(iii) Notwithstanding any provision of this subsection (d) to
the contrary, the Plan shall comply with Treasury
Regulation Section 1.410(a)-(7)(f) in crediting Years of
Service for Employees who transfer between Full-Time
Employment and Part-Time Employment during a Plan Year.
(e) The following rules shall apply for purposes of determining
the Years of Service credited to a Participant who incurs a
Year of Break in Service.
(i) If the Participant either:
(A) terminates Employment after his Vested Value under
the Plan equals the total balance of his Accounts;
or
(B) terminates and recommences Employment after
incurring at least one (1) but less than five (5)
consecutive Years of Break in Service,
6
<PAGE> 7
then his Years of Service shall include those Years he
earned prior to the termination of his Employment,
provided that he satisfies the applicable eligibility
requirements of Section 2.01 following his reemployment.
(ii) If the Participant terminates his Employment before his
Vested Value under the Plan equals the total balance of
his Accounts and he is reemployed after incurring five
(5) or more consecutive Years of Break in Service, his
Years of Service shall not include periods prior to the
termination of his Employment."
12. The second sentence of Section 2.01 is hereby deleted in its entirety
and replaced with the following:
"Subject to the provisions of Sections 2.04 and 2.05, each other Employee
shall be eligible to become a Participant on any Enrollment Date
following (a) his Employment commencement date, if he is a Full-Time
Employee; or (b) his completion of a Year of Service if he is a Part-Time
Employee; provided that he does not participate in any other
non-governmental tax-qualified defined contribution plan to which the
Employer makes contributions on his behalf and he is not a member of a
collective bargaining unit for which qualified plan benefits have been
the subject of bargaining with the Employer pursuant to a currently
effective collective bargaining agreement, unless such agreement provides
for participation hereunder."
13. Section 2.04 is hereby deleted in its entirety and replaced with the
following:
"2.04: EFFECT OF REEMPLOYMENT ON PLAN ENTRY OR REENTRY: The provisions
of this Section 2.04 shall apply to any Employee who terminates
his Employment and is subsequently reemployed by the Employer.
(a) An Employee who is a Participant and who terminates his
Employment and is reemployed before he incurs a Year of
Break in Service (as defined based on his status as a
Full-Time or Part-Time Employee immediately prior to the
termination of his Employment) shall be eligible to
participate in the Plan as of the date of his reemployment,
provided that the Employee, prior to the termination of his
Employment, actively participated in the Plan. If the
Employee satisfied the eligibility conditions of Section
2.01 but terminated his Employment prior to becoming a
Participant, he may become a Participant in the Plan on any
Enrollment Date coinciding with or next following his
reemployment.
7
<PAGE> 8
(b) If a Participant whose Employment terminates subsequently
incurs one (1) Year of Break in Service and is reemployed, he
may participate in the Plan as of the date he satisfies the
applicable eligibility requirements of Section 2.01 following
the recommencement of his Employment, provided that he either:
(i) had a Vested Value under the Plan when his employment
terminates equal to the total balance of his Accounts; or (ii)
is reemployed after before incurring five (5) or more
consecutive Years of Break in Service.
(c) If a Participant terminates his Employment before his Vested
Value under the Plan equals the total balance of his Accounts
and he is reemployed after incurring five (5) or more
consecutive Years of Breaks in Service, he shall be treated as
a new Employee for purposes of eligibility to participate in
the Plan upon the recommencement of his Employment."
14. Section 4.01 is amended to add the following as the last sentence
thereof:
"Notwithstanding the foregoing, effective January 1, 1997, the
Company shall not make any Employer Contribution with respect to a
Participant who is a Part-Time Employee in any Plan Year in which
the Employee fails to complete 1,000 or more Hours of Service."
15. Section 4.02 is amended to add the following as subsection (c)
thereof:
"(c) Notwithstanding the foregoing, effective January 1, 1997, the
Company shall not make any Employer Contribution with respect to a
Participant who is a Part-Time Employee in any Plan Year in which
the Employee fails to complete 1,000 or more Hours of Service."
IN WITNESS WHEREOF, Bowater Incorporated has caused this amendment to be
executed by its duly designated officers and its corporate seal to be affixed
hereto on the 19th of May, 1997.
BOWATER INCORPORATED
By: /s/
----------------------------------
Richard F. Frisch
Its: Vice President - Human Resources
8
<PAGE> 1
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Bowater Incorporated
We consent to the use of our report dated February 7, 1997, on the financial
statements of Bowater Incorporated (the "Company") for the three-year period
ended December 31, 1996, incorporated herein by reference, which report appears
in the December 31, 1996 annual report on Form 10-K of Bowater Incorporated,
and to our report dated June 6, 1997 on the financial statements of the Bowater
Incorporated Salaried Employees' Savings Plan (the "Plan") for the two years
ended December 31, 1996, incorporated herein by reference, which report appears
in the December 31, 1996, annual report on Form 11-K of the Plan.
/s/
-------------------------
KPMG Peat Marwick LLP
Greenville, South Carolina
December 2, 1997
2
<PAGE> 1
Exhibit 24
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 (i) the Bowater Incorporated Salaried Employees' Savings
Plan, (ii) the Bowater Incorporated/Coated Paper and Pulp Division Hourly
Employees' Savings Plan and (iii) the Bowater Incorporated 1997 Stock Option
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 19, 1997
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Francis J. Aguilar
/s/ Director November 19 , 1997
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H. David Aycock
/s/ Director November 19 , 1997
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Richard Barth
/s/ Director November 19 , 1997
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Kenneth M. Curtis
Director , 1997
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Charles J. Howard
/s/ Director November 19 , 1997
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Donald R. Melville
/s/ Director November 19 , 1997
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John A. Rolls
/s/ Director November 19 , 1997
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James L. Pate
