UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8712
BOWATER INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 62-0721803
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 East Camperdown Way, P.O. Box 1028, Greenville, SC 29602
(Address of principal executive offices) (Zip Code)
(864) 271-7733
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since
last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of May 8, 1997.
Class Outstanding at May 8, 1997
Common Stock, $1.00 Par Value 39,883,271 Shares
<PAGE>
BOWATER INCORPORATED
I N D E X
Page
Number
PART I FINANCIAL INFORMATION
1. Financial Statements:
Consolidated Balance Sheet at March 31, 1997,
and December 31, 1996 3
Consolidated Statement of Operations for the
Three Months Ended March 31, 1997, and
March 31, 1996 4
Consolidated Statement of Capital Accounts
for the Three Months Ended March 31, 1997 5
Consolidated Statement of Cash Flows for the
Three Months Ended March 31, 1997, and March
31, 1996 6
Notes to Consolidated Financial Statements 7-8
2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-12
PART II OTHER INFORMATION
6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
(2)
<PAGE>
PART I
BOWATER INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited, in thousands)
<TABLE>
<CAPTION>
<S> <C> <C>
March 31, December 31,
1997 1996
--------------- --------------
ASSETS
Current assets:
Cash and cash equivalents $ 111,670 $ 85,259
Marketable securities 238,746 345,398
Accounts receivable, net 173,067 185,724
Inventories (Note 2) 117,191 123,745
Other current assets 13,774 13,629
--------------- --------------
Total current assets 654,448 753,755
--------------- --------------
Timber and timberlands 394,237 395,675
Fixed assets, net 1,608,636 1,636,705
Other assets 79,476 79,409
=============== ==============
$ 2,736,797 $ 2,865,544
=============== ==============
LIABILITIES AND CAPITAL
Current liabilities:
Current installments of long-term debt $ 1,604 $ 1,604
Accounts payable and accrued liabilities (Note 3) 177,131 216,328
Income taxes payable 16,062 6,057
Dividends payable (Note 4) 8,824 29,892
--------------- --------------
Total current liabilities 203,621 253,881
--------------- --------------
Long-term debt, net of current installments 758,604 759,029
Other long-term liabilities 166,675 171,651
Deferred income taxes 345,762 358,858
Minority interests in subsidiaries 124,982 126,246
Commitments and contingencies (Note 5)
Redeemable LIBOR preferred stock 24,894 24,746
Shareholders' equity:
Series C cumulative preferred stock 25,465 25,465
Common stock (Note 6) 44,226 43,994
Additional paid-in capital 539,136 531,598
Retained earnings 689,018 698,301
Equity adjustments (12,960) (12,370)
Loan to ESOT (5,884) (6,324)
Treasury stock, at cost (Note 7) (166,742) (109,531)
--------------- --------------
Total shareholders' equity 1,112,259 1,171,133
=============== ==============
$ 2,736,797 $ 2,865,544
=============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
(3)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited, in thousands except per share amounts)
<TABLE>
<CAPTION>
<S> <C> <C>
Three Months Ended
--------------------------------
March 31, March 31,
1997 1996
-------------- --------------
Net sales $ 348,507 $ 468,883
Cost of sales 280,514 260,006
Depreciation, amortization and cost of timber harvested 42,649 45,205
-------------- --------------
Gross profit 25,344 163,672
Selling and administrative expense 15,221 20,951
-------------- --------------
Operating income 10,123 142,721
Other expense/(income):
Interest income (5,293) (4,852)
Interest expense, net of capitalized interest 16,818 18,347
Gain on sale of timberlands (Note 8) (11) (74,863)
Other, net 275 (434)
-------------- --------------
11,789 (61,802)
-------------- --------------
Income/(loss) before income taxes and minority interests (1,666) 204,523
Provision for income taxes (Note 9) (617) 75,674
Minority interests in net income of subsidiaries (735) 15,944
-------------- --------------
Net income/(loss) $ (314) $ 112,905
============== ==============
Earnings/(loss) per common share - primary (Note 10): $ (0.03) $ 2.59
============== ==============
Average common and common equivalent shares outstanding 40,278 43,208
============== ==============
Earnings/(loss) per common share - fully diluted (Note 10): $ (0.03) $ 2.53
============== ==============
Average common and common equivalent shares outstanding 40,278 44,089
============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
(4)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CAPITAL ACCOUNTS
Three Months Ended March 31, 1997
(Unaudited, in thousands except per share amounts)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Redeemable Series C
LIBOR Cumulative Additional
Preferred Preferred Common Paid-in Retained Equity Loan to Treasury
Stock Stock Stock Capital Earnings Adjustments ESOT Stock
----------------------------------------------------------------------------------------
Balance at December 31, 1996 $24,746 $25,465 $43,994 $531,598 $698,301 $(12,370) $ (6,324)$(109,531)
Net loss - - - - (314) - - -
Dividends on common stock ($.20 per share) - - - - (7,966) - - -
Dividends on preferred stock:
LIBOR ($0.60 per share) - - - - (300) - - -
Series C ($2.10 per share) - - - - (555) - - -
Increase in stated value of LIBOR
preferred stock 148 - - - (148) - - -
Common stock issued for exercise
of stock options - - 232 6,326 - - - -
Tax benefit on exercise of stock options 1,161
Reduction in loan to ESOT - - - - - - 440 -
Purchase of common stock (Note 7) - - - - - - - (57,244)
Treasury stock used for employee benefit
and dividend reinvestment plans - - - 51 - - - 33
Foreign currency translation - - - - - (590) - -
----------------------------------------------------------------------------------------
Balance at March 31, 1997 $24,894 $25,465 $44,226 $539,136 $689,018 $(12,960) $(5,884) $(166,742)
========================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
(5)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited, in thousands)
<TABLE>
<CAPTION>
<S> <C> <C>
Three Months Ended
-----------------------------------
March 31, March 31,
1997 1996
-------------- --------------
Cash flows from (used for) operating activities:
Net income/(loss) $ (314) $ 112,905
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, amortization and cost of timber harvested 42,649 45,205
Deferred income taxes (184) 22,039
Minority interests (735) 15,944
Gain from sale of timberlands (Note 8) (11) (74,863)
Change in working capital:
Accounts receivable, net 12,657 29,698
Inventories 6,554 (39,380)
Accounts payable and accrued liabilities (Note 3) (35,016) (6,456)
Income taxes payable (1,630) (33,284)
Other, net (967) 6,659
-------------- --------------
Net cash from operating activities 23,003 78,467
-------------- --------------
Cash flows from (used for) investing activities:
Cash invested in fixed assets, timber and timberlands (23,572) (14,404)
Disposition of fixed assets, timber and timberlands (Note 8) 857 113,714
Maturities of marketable securities - net 106,652 -
-------------- --------------
Net cash from investing activities 83,937 99,310
-------------- --------------
Cash flows from (used for) financing activities:
Cash dividends, including minority interests (29,840) (38,249)
Purchase of common stock (Note 7) (57,244) (63,638)
Payments of long-term debt (443) (1,419)
Stock options exercised 6,558 6,251
Other 440 420
-------------- --------------
Net cash (used for) financing activities (80,529) (96,635)
-------------- --------------
Net increase in cash and cash equivalents 26,411 81,142
Cash and cash equivalents at beginning of year 85,259 264,571
-------------- --------------
Cash and cash equivalents at end of period $ 111,670 $ 345,713
============== ==============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest, net of capitalized interest $ (12,711) $ (15,508)
Income taxes $ (1,197) $ (86,919)
</TABLE>
See accompanying notes to consolidated financial statements.
(6)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. The accompanying consolidated financial statements include the accounts of
Bowater Incorporated and Subsidiaries (the Company). The consolidated
balance sheets, statements of operations, capital accounts and cash flows
are unaudited. However, in the opinion of Company management, all
adjustments (consisting of normal recurring adjustments) necessary for fair
presentation of the interim financial statements have been made. The
results of the interim period ended March 31, 1997, are not necessarily
indicative of the results to be expected for the full year.
2. The composition of inventories at March 31, 1997, and December 31, 1996,
was as follows (in thousands):
March 31, 1997 December 31, 1996
----------------- -------------------
(Unaudited)
At lower of cost or market:
Raw materials $ 20,010 $ 17,990
Work in process 2,726 3,077
Finished goods 40,430 47,577
Mill stores and other supplies 65,849 66,925
-------------- -------------
129,015 135,569
-------------- -------------
Excess of current cost over
LIFO inventory value (11,824) (11,824)
-------------- -------------
$ 117,191 $ 123,745
============== =============
3. During the first quarter of 1997, the Company paid $19.9 million of the
$25.9 million accrued for an incentive compensation plan established in
1994. The remainder was paid in the second quarter of 1997.
4. In December 1996, the Board of Directors of Calhoun Newsprint Company (CNC)
declared a $40.0 million dividend. As a result, $19.6 million was paid to
the minority shareholder in January 1997. In the first quarter of 1996, a
$29.4 million dividend was paid to the minority shareholder.
5. The Company is involved in various legal proceedings relating to contracts,
commercial disputes, taxes, environmental issues, employment and workers'
compensation claims, and other matters. The Company's management believes
that the ultimate disposition of these matters will not have a material
adverse effect on the Company's operations or its financial condition taken
as a whole.
6. On January 9, 1997, the Company converted all of the outstanding depositary
shares of its 7% PRIDES Series B Convertible Preferred Stock using Bowater
common stock at a conversion ratio of .82 of a common share for each
depositary share, resulting in the issuance of 4,012,765 common shares. The
Company reflected this transaction in the Consolidated Balance Sheet at
December 31, 1996.
7. During the first quarter of 1997, the Company purchased 1.4 million shares
of common stock at a cost of $57.2 million, completing the stock repurchase
program authorized in February 1996. In the first quarter of 1996, 1.6
million shares were purchased at a cost of $63.6 million. Since the
beginning of the program, 4.0 million shares were purchased at a total cost
of $156.0 million.
(7)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
8. During the first quarter of 1996, the Company sold approximately 104,000
acres of timberlands in Alabama and South Carolina resulting in proceeds of
$113.7 million and a pre-tax gain of $74.9 million or $.84 per fully
diluted share.
9. The effective tax rate for the first quarter of 1997 and the first
quarter of 1996 was 37.0 percent.
10. The calculation of earnings per share for the quarters ended March 31,
1997, and March 31, 1996, includes a deduction of $1.0 million and $1.2
million, respectively, for the dividend requirements of the Company's LIBOR
and Series C preferred stocks and the amortization of the difference
between the net proceeds from the LIBOR preferred stock and its mandatory
redemption value.
(8)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Summary
For the first quarter of 1997, the Company incurred a net loss of $0.3
million, or $.03 per fully diluted share, compared to net income of $112.9
million, or $2.53 per fully diluted share in the first quarter of 1996. Included
in net income for the first quarter of 1996 was a $37.0 million after-tax gain,
or $.84 per fully diluted share, on the sale of timberlands. First quarter 1997
net sales were $348.5 million, compared with $468.9 million for the comparable
quarter of 1996.
PRODUCT LINE INFORMATION:
(Unaudited, $ in thousands)
Quarter Ended
------------------------------
March 31, March 31,
1997 1996
------------------------------
Net sales:
Newsprint $ 167,111 $ 235,683
Coated groundwood 73,315 98,755
Directory paper 49,616 49,052
Market pulp 44,185 18,576
Uncoated groundwood specialities 11,520 10,731
Lumber and other wood products 33,958 28,382
Communication papers (1) - 50,973
Distribution costs (31,198) (23,269)
----------- ------------
$ 348,507 $ 468,883
=========== ============
Operating income $ 10,123 $ 142,721
(1) The Communication Papers Division was sold in November 1996.
(9)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Three Months Ended March 31, 1997, versus March 31, 1996
For the first quarter of 1997, the Company's operating income of $10.1
million decreased $132.6 million compared to the first quarter of 1996. For the
majority of the Company's products, lower average transaction prices, partially
offset by higher tonnage shipments, caused operating income to decline
significantly.
Product Line Information
Although all Company operations are grouped in a single segment, market
and operating trends are discussed by major product. In general, the Company's
products are globally traded commodities. Pricing and the level of shipments of
these products will continue to be influenced by the balance between supply and
demand as affected by global economic conditions, changes in consumption and
capacity, the level of customer and producer inventories as well as fluctuations
in exchange rates.
NEWSPRINT Average transaction prices for newsprint decreased 33 percent in the
first quarter of 1997 compared to the same period last year and decreased
slightly from 1996 fourth quarter levels. The significant decrease in prices was
a result of lower consumption and high producer and consumer inventories during
1996, as newsprint consumers initiated conservation measures in reaction to
record high prices experienced in 1995. By the end of 1996, however, market
conditions began to improve as consumption increased and inventories held by
North American producers and U. S. daily newspapers declined compared to levels
earlier in the year. Consumption continued to improve in the first quarter of
1997, as total newsprint consumption and U. S. dailies' newsprint consumption
increased by 8 percent and 4 percent, respectively, compared to the first
quarter of 1996. Ad lineage for U. S. daily newspapers also increased by 5
percent comparing the same periods. As a result, the Company announced a $75 per
metric ton domestic price increase for March 1, 1997, the first since September,
1995. A significant portion of this price increase was realized in the first
quarter. Despite the increases in consumption, producer and consumer inventory
levels increased in the first quarter of 1997. Inventory levels of U. S. daily
newspaper publishers increased to a 39 day supply at the end of March 1997,
compared to a 36 day supply at the end of 1996, while North American producer
inventories increased 13 percent, compared to December 1996.
COATED GROUNDWOOD The Company's coated groundwood average transaction price
declined 35 percent comparing the first quarter of 1997 to the same period last
year. Throughout 1996, selling prices declined while producer inventory levels
surpassed historical levels, all as a result of lower demand. During the first
quarter of 1997, demand for coated groundwood papers improved; U. S. shipments
increased 28 percent as magazine ad pages increased 4 percent, compared to the
first quarter of 1996. U. S. producer inventories decreased 26 percent, while
the Company's inventory declined 31 percent, comparing the same periods.
Consumer inventories, built up during 1995 when prices were increasing rapidly,
are now at moderate levels. The Company's first quarter 1997 average transaction
price, which decreased for the three previous quarters, was unchanged compared
to the fourth quarter of 1996. These strengthening market conditions allowed the
Company to implement price increases of up to $60 per ton for various market
segments effective April 1. These price increases are expected to be realized
over the next several months.
(10)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Three Months Ended March 31, 1997, versus March 31, 1996
DIRECTORY PAPER The Company's average transaction price for directory paper
decreased 12 percent in the first quarter of 1997 compared to the first quarter
of 1996, the effects of which were more than offset by higher shipments of
approximately 8,000 tons comparing the same periods. During the first quarter of
1997, directory paper market conditions remained relatively unchanged from 1996,
as producers continued to experience the effects of consumer conservation
measures.
MARKET PULP The Company's market pulp average transaction price for the first
quarter of 1997 decreased 14 percent compared to the first quarter of last year,
and 7 percent compared to the fourth quarter of last year. The negative effect
from the price decline was completely offset by higher first quarter shipments:
63,500 metric tons higher than the first quarter of 1996 and 17,200 metric tons
higher than the fourth quarter of 1996. The Company's shipments in the first
quarter of 1996 were abnormally low, resulting in a significantly higher
inventory level at the end of March, 1996. Throughout most of the first quarter
of 1997, NORSCAN (U.S., Canada, Finland, Norway and Sweden producers) inventory
levels of bleached softwood market pulp were above the average for 1996. By the
end of March, however, these levels fell to 1.4 million metric tons, a decrease
of 14 percent from the first quarter of 1996. In addition, NORSCAN shipments of
bleached softwood market pulp increased 26 percent in the first quarter of 1997
compared to the year ago period. Although it is still unclear as to the extent
the pulp market is recovering, several major pulp producers have announced price
increases restoring transaction prices to fourth quarter 1996 list price levels,
effective May 1.
LUMBER The average transaction price for the Company's lumber products increased
33 percent in the first quarter of 1997 compared to the year ago period. Record
high housing starts in 1996 (1.5 million), coupled with strong foreign demand
and low producer inventories caused lumber prices to increase during 1996. In
the first quarter of 1997, demand decreased due to severe weather conditions and
less spring inventory stockpiling by consumers. For the full year, however,
industry analysts are predicting a strong market based on government estimates
of 1.4 million housing starts, and the re-building of structures in certain
parts of the country due to recent flooding conditions.
Cost of Sales and Other Income and Expenses
Cost of sales increased 8 percent in the first quarter of 1997 compared
to the first quarter of last year. In the first quarter of 1997, the Company's
costs increased as a result of an increase in shipments of approximately 80,000
tons. On a per ton basis, however, costs decreased 7 percent, the majority of
which was due to the absence of product costs relating to the Company's
subsidiary, Star Forms Incorporated (Star Forms), which was sold in November
1996. Comparing the same periods, selling and administrative expenses decreased
approximately $6 million, the majority of this savings also due to the sale of
Star Forms in late 1996. Interest expense for the first quarter of 1997 was $1.5
million lower than the same period last year due to lower average debt balances
in 1997. Other income in the first quarter of 1996 included a pre-tax gain from
the sale of timberlands of $74.9 million.
Liquidity and Capital Resources
The Company's cash, cash equivalents, and marketable securities balance
at March 31, 1997, totaled $350.4 million compared to $430.7 million at December
31, 1996, and $345.7 million at March 31, 1996. The large decrease from December
31, 1996, was a result of the repurchase of 1.4 million common shares for $57.2
million, a $19.6 million dividend payment to the minority shareholder of CNC,
(11)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Three Months Ended March 31, 1997, versus March 31, 1996
and payments associated with a three-year incentive compensation program.
During the first quarter of 1997, the Company's operations generated
$23.0 million of cash compared to $78.5 million of cash during the first quarter
of 1996, a decrease of $55.5 million. This decrease was primarily the result of
a decrease in operating income of $132.6 million, offset in part by a decrease
in tax payments of $85.7 million. The Company's estimated tax payments for 1997
will begin in the second quarter of 1997. In the first quarter of 1996, the
Company paid its entire 1995 tax liability. In addition, interest paid was lower
by $2.6 million due to lower debt balances, and payments of employee benefit
liabilities were higher by approximately $10.0 million.
Cash flow from investing activities in the first quarter of 1997 was
$15.4 million lower than the first quarter of last year. Capital expenditures
for the first quarter of 1997 were $9.2 million higher compared to the first
quarter of 1996. The Company expects total capital expenditures for 1997 to
approximate $150 million, while its 1996 expenditures totaled $107 million. In
the first quarter of 1997, $106.7 million of net cash flow was from the maturity
of marketable securities. In the first quarter of 1996, the Company sold
timberlands resulting in proceeds of $113.7 million.
Cash flow used for financing activities was $16.1 million lower in the
first quarter of 1997 compared to the year ago period. Cash dividends for the
first quarter of 1997 and 1996 included payments to the minority shareholder of
CNC totaling $19.6 million and $29.4 million, respectively. Also included in the
first quarter of 1996 were cash dividends of $2.0 million on the Company's 7%
PRIDES Series B Convertible Preferred Stock. On January 9, 1997, the Company
converted all of the outstanding depositary shares of the PRIDES using Bowater
common stock at a conversion ratio of .82 of a common share for each depositary
share, resulting in the issuance of 4,012,765 common shares.
On February 10, 1997, the Company completed the repurchase of
approximately 10 percent of its outstanding common stock as part of a previously
announced stock repurchase program. During the first quarter of 1997, the
Company repurchased 1.4 million common shares at a cost of $57.2 million. In the
first quarter of 1996, 1.6 million shares were purchased at a cost of $63.6
million. In total, the Company purchased 4.0 million shares at a cost of $156.0
million.
As a result of the foregoing, cash and cash equivalents increased $26.4
million since December 31, 1996, bringing the first quarter's balance to $111.7
million. This compares to an increase in cash and cash equivalents in the
previous year quarter of $81.1 million, resulting in a first quarter balance of
$345.7 million.
On May 12, 1997, the Company redeemed for cash all of its 500,000
outstanding shares of LIBOR Preferred Stock, Series A, at its par value of $50
per share, plus accrued and unpaid dividends. The LIBOR stock was subject to
mandatory redemption on January 15, 1998.
Accounting Standards
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings per Share." The
implementation of this standard in the fourth quarter of 1997 will not
impact the Company's results of operations, but will result in a different
calculation of earnings per share.
(12)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits (numbered in accordance with Item 601 of Regulation S-K):
<TABLE>
<C> <S>
Exhibit No. Description
10.1 Modification of Employment Agreement and Cancellation of Change in Control
Agreement dated as of April 30, 1997, by and between the Company and Robert D. Leahy.
27.1 Financial Data Schedule (electronic filing only).
</TABLE>
(b) Reports on Form 8-K:
None
(13)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
BOWATER INCORPORATED
By /s/ David G. Maffucci
David G. Maffucci
Senior Vice President-
Chief Financial Officer
By /s/ Michael F. Nocito
Michael F. Nocito
Vice President - Controller
Dated: May 15, 1997
(14)
<PAGE>
BOWATER INCORPORATED AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
BOWATER INCORPORATED
By ______________________
David G. Maffucci
Senior Vice President-
Chief Financial Officer
By ______________________
Michael F. Nocito
Vice President - Controller
Dated: May 15, 1997
(14)
<PAGE>
MODIFICATION OF EMPLOYMENT AGREEMENT
CANCELLATION OF CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT is made and entered into as of this 30th day of April,
1997, by and between Bowater Incorporated, a Delaware corporation having a
mailing address of 55 East Camperdown Way, Greenville, South Carolina 29602 (the
"Corporation"), and Robert D. Leahy, of 307 Blockhouse Road, Greenville, SC
29615 (the "Executive").
WHEREAS, the Corporation now employs the Executive pursuant to an
Employment Agreement dated as of March 15, 1993 (the "Employment Agreement") and
a Change in Control Agreement dated as of November 1, 1995 (the "Change in
Control Agreement"); and
WHEREAS, the Executive and the Corporation wish to terminate the
Executive's employment as Vice President-Corporate Relations and provide for
certain severance benefits.
NOW, THEREFORE, the parties hereto agree to the following:
1. Change in Control Agreement. The Change in Control Agreement will
terminate as of April 30, 1997.
2. Employment Agreement. The Employment Agreement is hereby modified
as follows:
(a) Term. Section 2 of the Employment Agreement is
amended in its entirety to read as follows:
"2. Term. The term of this Agreement will end on
April 30, 1998, unless terminated earlier by the Executive's
death. In the event of the Executive's death, all amounts
remaining unpaid under Sections 5(a) and (b), and the last
sentence of Section 5(e), shall immediately become due and
will be paid within sixty (60) days of the Executive's
death."
(b) Position and Duties. Section 3 of the Employment Agreement
is amended in its entirety to read as follows:
"3. Position and Duties. Throughout the term hereof, the
Executive will have the employment status of a salaried
exempt employee. The Executive is relieved as of April 30,
1997, of the obligation to devote his full working time to
the performance of duties under his Employment Agreement."
1
<PAGE>
(c) Compensation and Benefits. Section 5 of the Employment
Agreement is replaced and amended in
its entirety to read as follows:
"5. Compensation and Benefits.
(a) Base Salary. The Corporation will pay to the
Executive a base salary at his current annual rate
in substantially equal periodic installments on the
Corporation's regular pay dates for the period
ending April 30, 1998. All applicable taxes and
other authorized deductions will be deducted from
each paycheck.
(b) Bonus Plan. In addition to the base salary, the
Executive will be entitled to a bonus equal to
16/12 times the bonus amount paid in 1997 for the
calendar year 1996, to be paid on August 1, 1997,
and subject to all applicable withholding
requirements. This bonus is in lieu of any bonus
for which the Executive may have been eligible
under the Corporation's 1997 or 1998 Annual
Incentive Plans (or any other bonus plans).
(c) Benefit Plans. The Corporation will make
contributions on the Executive's behalf to the
Corporation's various benefit plans and programs
(except for disability and business travel accident
insurance) in which the Executive is eligible to
participate in accordance with the provisions
thereof as in effect from time to time and in
accordance with the provisions hereof. The
Executive will continue to be responsible for all
required employee contributions. From and after
April 30, 1997, the Executive will not be eligible
to receive any stock option or equity participation
right awards or to participate in the disability or
business travel accident insurance benefit plans.
(d) Vacations. The Executive will be entitled to be
paid in a lump sum for all vacation accrued as of
April 30, 1997, but will no longer accrue vacation
from and after April 30, 1997.
(e) Perquisites. The Executive will be entitled to
outplacement assistance for up to twelve months as
determined and paid for by the Corporation, and
will continue to be entitled to all other
perquisites to which he is currently entitled by
virtue of his position until April 30, 1998. In
addition, the Executive will be paid the sum of
$40,000 (subject to all withholding requirements)
on August 1, 1997, as a relocation allowance."
2
<PAGE>
(d) Noncompetition. Section 7 of the Employment Agreement is
hereby deleted.
(e) Severance Pay. Section 8 of the Employment Agreement is
replaced and amended in its entirety to read as follows:
"8. Terminal Leave of Absence. The Executive will be on a
terminal paid leave of absence from the date hereof through
April 30, 1998. This terminal paid leave of absence is in
lieu of any severance pay the Executive would otherwise be
entitled to. The Executive's entitlement to benefits under
the Corporation's health, life insurance, retirement, stock
option (except for new awards), equity participation rights
(except for new awards), and savings (but not disability or
business travel accident insurance) plans, policies or
arrangements will not, except as otherwise required by law
or regulation or provided in this Modification, be affected
by the Executive's leave of absence status and will continue
to be governed by the applicable provisions of such plans as
though the Executive had continued to render services in the
active employment of the Corporation to the end of the
terminal paid leave of absence. The Executive will no longer
participate in the Corporation's disability or business
travel accident benefit plans."
(f) Governing Law. Section 11 is hereby amended in its entirety to
read as follows:
"11. Governing Law. The Employment Agreement and this
Modification of Employment Agreement shall be governed by
and interpreted in accordance with the substantive laws of
the State of Delaware."
(g) Ratification. In all respects, except as herein provided, the
Employment Agreement is hereby ratified and confirmed.
3. Nondisclosure Obligation. The Executive agrees not to take any actions or
make any statements to the public, future employers, business associates,
clients, customers, the media, current, former or future employees, or any other
third party whatsoever that reflect negatively on the Corporation, and not to
express any opinions concerning the Corporation, its affiliates, officers,
directors, shareholders, employees and/or its operations that shall reflect
negatively upon same.
4. Equity Participation Rights. The Human Resources and Compensation Committee
of the Board of Directors has agreed to
3
<PAGE>
amend the Executive's Equity Participation Right Agreement dated as of January
22, 1997, to make it exercisable as to all 3000 units as of January 22, 1998,
provided such Agreement has not sooner expired by its terms.
5. Effectiveness Contingent Upon Release. This Modification shall not be
effective unless and until the Executive has executed a certain Waiver and
Release Agreement (the "Release Agreement") by no later than April 22, 1997, and
the applicable seven-day revocation period provided for therein has expired. If
the Executive should breach the terms of the Release Agreement in the future,
this Modification (except for Section 3, which shall continue in full force and
effect), the Employment Agreement (except for Sections 6 and 7, which Sections
shall continue in full force and effect) and the Change in Control Agreement
shall immediately become null and void, and be deemed canceled. In addition, the
Executive shall be required to repay all but $500 of the monetary benefits which
the Executive has received under the terms of this Modification.
6. Binding Agreement. Except as provided in Section 5 above, this Modification
and the Employment Agreement shall be binding upon and inure to the benefit of
the successors and assigns of the Corporation and the heirs,executors,
administrators and successors of the Executive, but this Modification may not be
assigned by the Executive.
IN WITNESS WHEREOF, the Corporation and the Executive have executed this
Agreement as of the day and year first above written.
BOWATER INCORPORATED
By /s/Richard F. Frisch /s/Robert D. Leahy
Name:Richard F. Frisch Robert D. Leahy
Title: Vice President - Human Date signed: 4/24/97
Resources
Date signed: 4/23/97
4
<PAGE>
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