<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/COATED PAPER AND PULP DIVISION
---------------------------------------------------
HOURLY 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 600,000 shares $44.53 $26,718,750 $8,096.59
- ---------------------------------------------------------------------------------------------------------
</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/Coated Paper and
Pulp Division Hourly Employees' Savings Plan (the "Plan"), formerly named the
Bowater Incorporated/Carolina Division Hourly Employees' Savings 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. 333-02989).
The current registration of 600,000 shares of common stock of the Registrant
will increase the number of shares registered for issuance under the Plan to
1,200,000 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/Coated Paper and Pulp
Division Hourly 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/Coated Paper and Pulp
Division Hourly 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/Coated Paper and Pulp Division
HOURLY EMPLOYEES' SAVINGS PLAN
By: /s/
-----------------------------
Aaron B. Whitlock
Plan Administrator
<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. 333-02989). The following additional exhibits are filed
as part of this Registration Statement.
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
4.1 Amendment No. 1 to the Bowater Incorporated/Carolina Division
Hourly Employees' Savings Plan, effective as of the date provided
therein.
4.2 Second Amendment to Bowater Incorporated/Carolina Division
Hourly Employees' Savings Plan, effective as of the date provided
therein.
4.3 Amendment No. 3 to the Bowater Incorporated/Carolina Division
Hourly 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
AMENDMENT NO. 1
TO THE BOWATER INCORPORATED CAROLINA DIVISION
HOURLY EMPLOYEES' SAVINGS PLAN
The Bowater Incorporated Carolina Division Hourly Employees' Savings Plan,
As Amended and Restated Effective January 1, 1989 (the "Plan") is hereby
amended, effective January 1, 1996, by adding a new Article 15 which shall read
as follows:
ARTICLE 15: CHANGE IN CONTROL PROVISIONS
15.01 In the event of a Change in Control, as hereinafter defined,
the provisions of this Article 15 shall supersede any conflicting
provisions in the Plan.
15.02 Anything in this Plan to the contrary notwithstanding, upon
and following a Change in Control the Initial Company Contribution
Account and the Matching Company Contribution Account of Participants in
the Plan who are Employees of the Employer as of the date of Change in
Control shall be 100% vested.
15.03 The following definitions apply for purposes of this Article
15:
(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:
(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
<PAGE> 2
(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.
15.04 This Article 15 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 15.04 shall be construed to prohibit, prior to a Change in
Control, any amendment to the Plan, including this Article 15, 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 26th day of April,
1996.
BOWATER INCORPORATED
By: /s/
------------------------------
Richard F. Frisch
Vice President - Human Resources
2
<PAGE> 1
EXHIBIT 4.2
SECOND AMENDMENT
TO
BOWATER INCORPORATED/CAROLINA DIVISION
HOURLY EMPLOYEES' SAVINGS PLAN
(AS AMENDED AND RESTATED)
Effective as hereinafter set forth, the Bowater
Incorporated/Carolina Division Hourly Employees' Savings Plan (the "Plan") is
hereby amended in the following respects only:
1. SECTION 1.12 OF THE PLAN IS HEREBY AMENDED, EFFECTIVE JANUARY
1, 1989, TO READ AS FOLLOWS:
" 1.12 EARNINGS: The lesser of (i) the compensation paid to an
Employee by the Employer for services performed for the Employer, including
any overtime pay, or any other form of extra remuneration, any contributions
to the Plan under Sections 3.01 and 3.02, and any compensation excluded from
taxable income under Section 125 of the Code; or (ii) $200,000, or such higher
limit as may be in effect under Section 401(a) (17) of the Code for such year;
provided, however, that on and after January l, 1994, the $200,000 annual
Earnings limitation shall be limited to $150,000, adjusted for changes in the
cost of living as provided in Section 415(d) of the Code in $10,000 increments
rounded down to the nearest $10,000, for benefit accruals commencing on and
after such date.
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."
2. SECTION 2.04 OF THE PLAN IS HEREBY AMENDED, EFFECTIVE JANUARY
1, 1989, TO READ AS FOLLOWS:
" 2.04 EFFECT OF REEMPLOYMENT ON PLAN ENTRY OR REENTRY: In the
event of reemployment after Severance from Service, an Employee may enter or
reenter the Plan pursuant to the following rules:
(a) If the Employee incurred one or more Years of Break in
Service, he may enter or reenter the Plan on any
Enrollment Date after meeting the requirements of Section
2.01;
<PAGE> 2
(b) If the Employee was previously a Participant in the Plan and
(i) did not incur a one Year of Break in Service, or (ii) had
a vested benefit (in the Plan) at the time of his termination
of Employment, he may reenter the Plan on the date of his
reemployment;
(c) If the Employee did not incur a Year of Break in Service, had
satisfied the eligibility conditions of Section 2.01 but
terminated Employment prior to becoming a Participant, he may
become a Participant in the Plan on the later of (i) the date
of his reemployment, or (ii) the Enrollment Date on which he
would have become a Participant had he not incurred the
termination of Employment;
(d) Any other Employee shall become a Participant in the Plan in
accordance with the provisions of Section 2.01.
3. SECTION 3.05 OF THE PLAN IS HEREBY AMENDED, EFFECTIVE JANUARY 1,
1989, TO READ AS FOLLOWS:
" 3.05 LIMITATION ON CONTRIBUTIONS: In accordance with applicable
regulations, and notwithstanding any other provision in the Plan relating to
Tax-Deferred Contributions, Company Contributions or Supplemental Employee
Contributions, the provisions of this Section shall control.
(a) Definitions: For purposes of this Section, 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.
An Elective Contribution will be taken into account in
calculating the Actual Deferral Percentage for a Plan
Year only if:
2.
<PAGE> 3
(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 and Qualified Nonelective Contributions, if the
requirements of section 1.401(k)-l(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 of this Section 3.05 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.
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.
3.
<PAGE> 4
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) Contributions and Qualified
Nonelective Contributions under the Plan or any other plan of
the Employer.
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 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
4.
<PAGE> 5
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
Contribution Percentages beginning with the highest of
such percentages).
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
6.
<PAGE> 7
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.
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 Percentages beginning with the highest of such
percentages)
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
7.
<PAGE> 8
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:
(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 look-back 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.
8.
<PAGE> 9
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.
(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
9.
<PAGE> 10
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
(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.
10.
<PAGE> 11
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 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 regard to whether they are actually taken into
account as Matching Contributions.
(b) Individual Limitation: The amount of Elective Deferrals
for a Participant for his taxable year shall be limited
11.
<PAGE> 12
to $7,000 adjusted annually for changes in cost of living
pursuant to the provisions of Sections 402(g), (5) of the
Code).
To the extent the Participant has made Elective Deferrals to
the Plan in excess of the amount set forth above, such Excess
Deferrals shall be distributed to him no later than the 15th
day of April following the end of the taxable year during which
such Elective Deferrals are made. If, for a taxable year, a
Participant makes Elective Deferrals to this plan and to any
other plan or arrangement, he may allocate the amount of any
Excess Deferrals for such taxable year among such plans. No
later than the first day of March following the close of the
taxable year during which the Excess Deferrals are made, the
Participant shall notify the Plan Administrator in writing of
the amount of the Excess Deferrals allocated to this Plan. Such
amount (including income thereon) shall then be distributed to
the Participant no later than the following April 15th.
(c) Before-Tax Contribution Limitation ("Actual Deferral Percentage
Test"): For each Plan Year beginning after December 31, 1986,
the Actual Deferral Percentage for the group of eligible Highly
Compensated Employees shall bear a relationship to the Actual
Deferral Percentage for all other eligible employees that meets
either of the following tests:
i. The Actual Deferral Percentage for the group of
eligible Highly Compensated Employees is not more than the
Actual Deferral Percentage of all other eligible Employees
multiplied by 1.25; or
ii. The excess of the Actual Deferral Percentage for
the group of eligible Highly Compensated Employees
over-that of all other eligible Employees is not more than
2 percentage points, and the Actual Deferral Percentage
for the group of eligible Highly Compensated Employees is
not more than the Actual Deferral Percentage of all other
eligible Employees multiplied by 2.
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.
12.
<PAGE> 13
For purposes of applying the provisions of this
subsection, the Actual Deferral Percentage taken into
account for any Highly Compensated Employee who is a
Participant in two or more cash or deferred arrangements
of the Employer or Affiliated Company shall be the sum of
the Elective Deferrals for that Employee under each 401(k)
plan of the Employer or Affiliated Company, divided by the
Participant's compensation from the Employer and
Affiliated Company.
Except to the extent provided under regulations or rules
of the Secretary of the Treasury, notwithstanding the
distribution of any portion of an Excess Contribution
under subsection (~) hereof, such portion shall, for
purposes of applying this subsection (c), be treated as an
Employer contribution.
(d) Company and Supplemental Contribution Limitation
("Contribution Percentage Test"): For each Plan Year
beginning after December 31, 1986, the Contribution
Percentage for eligible Highly Compensated Employees shall
not exceed the greater of:
i. 125 percent of the Contribution Percentage
for all other eligible Employees; or
ii. The lesser of 200 percent of the Contribution
Percentage for all other eligible Employees, or the
Contribution Percentage for all other eligible
Employees plus 2 percentage points.
If two or more plans of the Employer to which Matching
Contributions, Employee Contributions, or Elective
Deferrals are made are treated as one plan for purposes of
section 410(b) of the Code, such plans shall be treated as
one plan. If a Highly Compensated Employee participates in
two or more plans of the Employer to which such
contributions are made, all such contributions shall be
aggregated.
Any Employee who is eligible to make an Employee
contribution (or, if the Employer takes Elective
Contributions into account, Elective Contributions) or to
receive a Matching Contribution shall be considered an
eligible Employee. In addition, if an Employee
Contribution is required as a condition of participation
in the Plan, any Employee who would be a Participant in
the Plan if such Employee made such a contribution shall
be treated as an eligible Employee on behalf of whom no
Employer contributions are made.
13.
<PAGE> 14
For purposes of computing the Contribution Percentages, the Employer
may elect to take into account Elective Contributions and/or Qualified
Nonelective Contributions allocated to a Participant's account under the
Plan or any other plan it sponsors if the conditions described in section
1.401(m) -l(b) (5) of the Treasury Regulations are satisfied.
(e) The Plan shall be treated as satisfying the requirements of
Subsections (c) and (d) hereof for any Plan Year if, before
the close of the following Plan Year, (i) the amount of the
Excess Contributions and Excess Aggregate Contributions for
such Plan Year (and any income allocable to such
Contributions) is distributed to the Participant, (ii) in
the case of Excess Contributions, to the extent provided by
regulations issued by the Secretary of the Treasury, an
Employee elects to treat such Excess Contribution as
distributed and recontributed by the Employee to the Plan
("Recharacterized" as a NonTax-Deferred Employee
Contribution), or (iii) in the case of excess Aggregate
Contributions, to the extent such Contributions are
forfeitable, are forfeited. The Plan Administrator shall
determine which of methods (i), (ii) or (iii) of this
paragraph shall be utilized; provided, however, that such
determination shall be made on a consistent and
non-discriminatory basis.
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.
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.
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
14.
<PAGE> 15
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 Year;
plus (ii) the Employee's Effective Matching/Employee Contributions for
the Plan Year.
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.
Excess Contributions must be corrected by the close of the Plan
Year following the Plan Year for which they were made.
Recharacterized Excess Contributions will remain subject to the
nonforfeitability requirements and distribution limitations
that apply to elective contributions.
(f) In addition to the limitations described in subsections (b),
(c) and (d) above, if the Actual Deferral Percentage for Highly
Compensated Employees exceeds (c) (i), the Contribution
Percentage for Highly Compensated Employees exceeds (d) (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) -l(f) (2) as provided in Treasury
Regulation Section 1.401(m) -2 (c) (3).,,
15.
<PAGE> 16
4. SECTION 4.05 OF THE PLAN IS HEREBY AMENDED, EFFECTIVE
JANUARY 1, 1989, TO READ AS FOLLOWS:
" 4.05 RETURN OF CERTAIN CONTRIBUTIONS TO EMPLOYER: The
following Employer contributions may be returned to an Employer:
(a) Any contribution made by an Employer
under a mistake of fact may be returned to the
Employer within one year of payment;
(b) Any contribution which is disallowed as
a deduction under Section 404 of the Code may be
returned to an Employer within one year after
disallowance;
(c) Any contribution made by an Employer
conditioned on the initial qualification of the plan,
as described under Section 11.10, if a timely
determination letter request is filed and the plan
receives an adverse determination.
The amount which may be returned to an Employer shall not
exceed the amount of the Employer's contribution reduced by any losses
attributable to the contribution between the date of contribution and the
Valuation Date immediately preceding the date of withdrawal. No
contribution or portion of a contribution will be returned to an Employer
if the return of such amount would cause the value of an Employer
Contribution Account to be less than what its value would have been had
the contribution not been made."
5. In all other respects, the Plan is hereby ratified and
confirmed.
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
16.
<PAGE> 1
EXHIBIT 4.3
AMENDMENT NO. 3
TO THE BOWATER INCORPORATED/CAROLINA DIVISION
HOURLY EMPLOYEES' SAVINGS PLAN
The Bowater Incorporated/Carolina Division Hourly
Employees' Savings Plan, as Amended and Restated Effective
January 1, 1989 (the "Plan") is hereby amended to change the
definition of Employer and the Plan name, effective July 1,
1996, by amending and restating Sections 1.16 and 1.28 as
follows:
1.16 EMPLOYER: Bowater Incorporated/Coated
Paper and Pulp Division, or any successor by merger,
purchase or otherwise with respect to its Employees, or
any Affiliated Company which the Board shall designate
as an Employer for purposes of this Plan, upon such
terms and conditions as said Board shall determine and
with the approval of the board of directors or officers
of such Affiliated Company.
1.28 PLAN: The Bowater Incorporated/Coated
Paper and Pulp Division Hourly Employees' Savings Plan
as set forth herein, and as it may be amended from time
to time.
IN WITNESS WHEREOF, Bowater Incorporated has caused
this amendment to be executed by its duly authorized officer
on the 7th day Of October , 1996.
---- ---------
BOWATER INCORPORATED
By: /s/ Richard F. Frisch
---------------------------------
Richard F. Frisch
Vice President - Human Resources
<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/Carolina Division Hourly 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
<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/Carolina 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
- ----------------------
Francis J. Aguilar
/s/ Director November 19 , 1997
- ----------------------
H. David Aycock
/s/ Director November 19 , 1997
- ----------------------
Richard Barth
/s/ Director November 19 , 1997
- ----------------------
Kenneth M. Curtis
- ---------------------- Director ___________ , 1997
Charles J. Howard
/s/ Director November 19 , 1997
- ----------------------
Donald R. Melville
/s/ Director November 19 , 1997
- ----------------------
John A. Rolls
/s/ Director November 19 , 1997
- ----------------------
James L. Pate
