<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997COMMISSION FILE NO. 1-8712
Bowater Incorporated
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 62-0721803
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
55 EAST CAMPERDOWN WAY
P. O. BOX 1028
GREENVILLE, SOUTH CAROLINA 29602
(Address of principal executive offices)
(864) 271-7733
(Registrant's telephone number, including area code)
-------------------------------------------
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Name of each exchange
Title of each class on which registered
- ------------------------------------------------------ ------------------------------
<S> <C>
Common Stock, par value $1 per share New York Stock Exchange, Inc.
Pacific Exchange, Inc.
The London Stock Exchange
The Swiss Stock Exchanges
Depositary Shares, each representing one-fourth New York Stock Exchange, Inc.
of a share of 8.40% Series C Cumulative
Preferred Stock, par value $1 per share
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
None
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 [ ]
Indicate by check mark if the disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of
the registrant as of March 23, 1998, was $2,237,473,722.
As of March 23, 1998, there were 40,473,842 shares of the registrant's
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference into the
parts of this report indicated below:
<TABLE>
<S> <C>
Annual Report to Shareholders for the year ended December 31, 1997. Parts I, II and IV
Proxy Statement with respect to the Annual Meeting of Shareholders to Part III
be held on May 20, 1998.
</TABLE>
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<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following are filed as a part of this Report on Form 10-K:
(1) The following are included at the indicated page in the Annual Report
and are incorporated by reference herein:
<TABLE>
<CAPTION>
Page(s)
--------
<S> <C>
Consolidated Statement of Operations for Each of the Years in the Three-Year Period
Ended December 31, 1997 .......................................................... 26
Consolidated Balance Sheet at December 31, 1997 and 1996 ........................... 27
Consolidated Statement of Capital Accounts for Each of the Years in the Three-Year
Period Ended December 31, 1997 ................................................... 28
Consolidated Statement of Cash Flows for Each of the Years in the Three-Year Period
Ended December 31, 1997 .......................................................... 29
Notes to Consolidated Financial Statements. ........................................ 30-38
Management's Statement of Responsibility and Independent Auditors' Report .......... 39
</TABLE>
(2) All financial statement schedules are omitted because they are not
applicable, the amounts associated with them are immaterial, or because
the required information is included in the financial statements or notes
thereto.
(3) Exhibits (numbered in accordance with Item 601 of Regulation S-K):
<TABLE>
<CAPTION>
Exhibit No. Description
- ------------- ---------------------------------------------------------------------------------------------------------
<S> <C>
3.1 Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit
4.2 to the Company's Registration Statement No. 33-51569).
3.2 Certificate of Designations of the 7% PRIDES, Series B Convertible Preferred Stock of the Company
(incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated
February 1, 1994, File No. 1-8712 (the "February 1994 8-K")).
3.3 Certificate of Designations of the 8.40% Series C Cumulative Preferred Stock of the Company
(incorporated by reference to Exhibit 4.2 to the February 1994 8-K).
3.4 Bylaws of the Company amended and restated as of July 26, 1995 (incorporated by reference to Exhibit
3.1 to the Company's Quarterly Report on Form 10-Q for the period ending September 30, 1995, File
No. 1-8712 (the "September 1995 10-Q")).
3.4.1 Amendment to Bylaws dated as of February 27, 1998.
4.1 Agreement pursuant to S-K Item 601(b)(4)(iii)(A) to provide the Commission upon request copies of
certain other instruments with respect to long-term debt not being registered where the amount of
securities authorized under each such instrument does not exceed 10% of the total assets of the
registrant and its subsidiaries on a consolidated basis (incorporated by reference to Exhibit 4.3 to the
Company's Registration Statement No. 2-93455).
4.2 Indenture, dated as of August 1, 1989, by and between the Company and Manufacturers Hanover Trust
Company, as Trustee, with respect to the 9% Debentures Due 2009 (incorporated by reference to Exhibit
4.7 to the Company's Registration Statement No. 33-61219).
4.3 Indenture, dated as of December 1, 1991, by and between the Company and Marine Midland Bank,
N.A., as Trustee, with respect to the 9 3/8% Debentures Due 2021 (incorporated by reference to Exhibit
4.8 to the Company's Annual Report on Form 10-K for the period ending December 31, 1991, File
No. 1-8712 (the "1991 10-K")).
4.4 Indenture, dated as of December 1, 1991, by and between the Company and Marine Midland Bank,
N.A., as Trustee, with respect to the 8 1/2% Notes Due 2001 (incorporated by reference to Exhibit 4.9 to
the 1991 10-K).
4.5 Indenture, dated as of October 15, 1992, by and between the Company and The Chase Manhattan Bank
(N.A.) as Trustee, with respect to the 8 1/4% Notes Due 1999 (incorporated by reference to Exhibit 4.10
to the Company's Annual Report on Form 10-K for the period ending December 31, 1992, File
No. 1-8712 (the "1992 10-K")).
4.6 Indenture, dated as of October 15, 1992, between the Company and The Chase Manhattan Bank (N.A.)
as Trustee, with respect to the 9 1/2% Debentures Due 2012 (incorporated by reference to Exhibit 4.11 to
the 1992 10-K).
4.7 Deposit Agreement, dated as of February 1, 1994, by and among the Company, Trust Company Bank, as
Depositary, and the holders from time to time of the Depositary Receipts relating to the Company's
8.40% Series C Cumulative Preferred Stock, together with form of Depositary Receipt (incorporated by
reference to Exhibit 4.4 to the February 1994 8-K).
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
- ------------------------ -----------------------------------------------------------------------------------------------------
<S> <C>
4.8 See Exhibits 3.1, 3.3, 3.4 and 3.4.1.
+10.1 Employment Agreement, dated as of July 20, 1994, by and between the Company and Arnold M. Nemirow
(incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K for the period
ending December 31, 1994, File No. 1-8712 (the "1994 10-K")).
+10.2 Employment Agreement, dated as of October 21, 1996, by and between the Company and Steven G. Lanzl
(incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the period
ending December 31, 1996, File No. 1-8712 (the "1996 10-K")).
+10.3 Employment Agreement, dated as of April 1, 1995, by and between the Company and E. Patrick Duffy
(incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period
ending March 31, 1995, File No. 1-8712).
+10.4 Form of Employment Agreement by and between the Company and each of Robert A. Moran and Michael F. Nocito
(incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the period
ending December 31, 1993, File No. 1-8712 (the "1993 10-K")).
+10.5 Form of Change in Control Agreement, by and between the Company and each of Edward Patrick Duffy, Richard
F. Frisch, David G. Maffucci, Donald G. McNeil, Robert A. Moran, Arnold M. Nemirow, and Michael F. Nocito
(incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the period
ending December 31, 1995, File No. 1-8712 (the "1995 10-K")).
+10.6 Form of Change in Control Agreement by and between the Company and each of Anthony H. Barash, James H.
Dorton and Steven G. Lanzl (incorporated by reference to Exhibit 10.6 to the 1996 10-K).
+10.7 Employment Agreement, dated as of May 21, 1997, by and between the Company and Wendy C. Shiba
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period
ending June 30, 1997, File No. 1-8712 (the "June 1997 10-Q")).
+10.8 Change in Control Agreement, dated as of May 21, 1997, by and between the Company and Wendy C. Shiba
(incorporated by reference to Exhibit 10.2 to the June 1997 10-Q).
+10.9 Employment Agreement, dated as of June 1, 1995, by and between the Company and Richard F. Frisch
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period
ending June 30, 1995, File No. 1-8712).
+10.10 Employment Agreement, dated as of August 6, 1996, by and between the Company and James H. Dorton
(incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period
ending June 30, 1996, File No. 1-8712 (the "June 1996 10-Q")).
+10.11 Employment Agreement, dated as of August 1, 1997, by and between the Company and Arthur D. Fuller
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period
ending September 30, 1997, File No. 1-8712 (the "September 1997 10-Q")).
+10.12 Change in Control Agreement, dated as of August 1, 1997, by and between the Company and Arthur D. Fuller
(incorporated by reference to Exhibit 10.2 to the September 1997 10-Q).
+10.13 Employment Agreement, dated as of November 1, 1995, by and between the Company and David G. Maffucci
(incorporated by reference to Exhibit 10.12 to the 1995 10-K).
+10.14 Employment Agreement, dated as of March 1, 1995, by and between the Company and Donald G. McNeil
(incorporated by reference to Exhibit 10.12 to the 1994 10-K).
+10.15 Employment Agreement, dated as of April 1, 1996, by and between the Company and Anthony H. Barash
(incorporated by reference to Exhibit 10.14 to the 1995 10-K).
+10.16 Employment Agreement, dated as of August 1, 1997, by and between the Company and Richard K. Hamilton.
+10.17 Change in Control Agreement, dated as of August 1, 1997, by and between the Company and Richard K.
Hamilton.
+10.18 Compensatory Benefits Plan of the Company, as amended and restated as of April 30, 1991 (incorporated by
reference to Exhibit 10.8 to the 1991 10-K).
+10.18.1 Amendment, effective as of January 1, 1996, to the Compensatory Benefits Plan of the Company
(incorporated by reference to Exhibit 10.15.1 to the 1996 10-K).
+10.18.2 Second Amendment, effective as of January 1, 1997, to the Compensatory Benefits Plan of the Company.
+10.19 Annual Bonus Plan of the Company (incorporated by reference to Exhibit 10.16 to the 1994 10-K).
+10.19.1 Administrative Guide to Annual Bonus Plan of the Company.
+10.20 Deferred Compensation Plan for Outside Directors of the Company, as amended and restated effective as of
January 1, 1996 (incorporated by reference to Exhibit 10.18 to the 1995 10-K).
+10.20.1 Deferred Compensation Plan for Outside Directors of the Company, as amended and restated effective
January 1, 1997 (incorporated by reference to Exhibit 10.18.1 to the 1996 10-K).
+10.21 Retirement Plan for Outside Directors of the Company, effective as of July 1, 1988 (incorporated by
reference to Exhibit 10.19 to the 1995 10-K).
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
- ---------------------- ---------------------------------------------------------------------------------------------------------
<S> <C>
+10.21.1 First Amendment to Retirement Plan for Outside Directors (incorporated by reference to Exhibit 10.19.1 to
the 1995 10-K).
+10.21.2 Second Amendment to Retirement Plan for Outside Directors.
+10.22 Supplemental Benefit Plan for Designated Employees of Bowater Incorporated and Affiliated Companies, as
amended and restated effective as of November 1, 1995 (incorporated by reference to Exhibit 10.20 to the
1995 10-K).
+10.22.1 First Amendment, dated as of March 18, 1996, to the Supplemental Benefit Plan for Designated Employees of
Bowater Incorporated and Affiliated Companies (incorporated by reference to Exhibit 10.20.1 to the 1995
10-K).
+10.23 Executive Deferred Compensation Plan of the Company, effective as of July 1, 1994, and as amended as of
January 1, 1995 (incorporated by reference to Exhibit 10.29.1 to the 1994 10-K).
+10.23.1 Amendment to Executive Deferred Compensation Plan, dated as of November 14, 1995 (incorporated by
reference to Exhibit 10.21.1 to the 1995 10-K).
+10.24 Equity Participation Rights Plan, effective as of January 17, 1996 (incorporated by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the period ending September 30, 1996, File No.
1-8712 (the "September 1996 10-Q")).
+10.24.1 First Amendment to Equity Participation Rights Plan, effective as of March 1, 1996 (incorporated by
reference to Exhibit 10.1.1 to the September 1996 10-Q).
+10.25 1988 Stock Incentive Plan of the Company (incorporated by reference to the Company's Proxy Statement for
1988, File No. 1-8712).
+10.25.1 Amendment to 1988 Stock Incentive Plan of the Company, dated as of August 23, 1989 (incorporated by
reference to Exhibit 10.16A to the 1989 10-K).
+10.26 Benefit Plan Grantor Trust of the Company, dated as of May 20, 1988 (incorporated by reference to Exhibit
10.17 to the 1989 10-K).
+10.26.1 Amendment to Benefit Plan Grantor Trust, dated as of August 23, 1989 (incorporated by reference to
Exhibit 10.17A to the 1989 10-K).
+10.26.2 Amendment Number 2 to Benefit Plan Grantor Trust, dated as of November 20, 1996 (incorporated by
reference to Exhibit 10.24.2 to the 1996 10-K).
+10.26.3 Supplemental Agreement to Benefit Plan Grantor Trust, dated as of May 20, 1988 (incorporated by reference
to Exhibit 10.28.2 to the 1995 10-K).
+10.27 Form of Indemnification Agreement, by and between the Company and each of James H. Dorton, Richard F.
Frisch, David G. Maffucci and Wendy C. Shiba (incorporated by reference to Exhibit 10.1 to the June 1996
10-Q).
+10.28 Executive Severance Grantor Trust of the Company, dated as of September 1, 1989 (incorporated by
reference to Exhibit 10.18 to the 1989 10-K).
+10.28.1 Supplemental Agreement to Executive Severance Grantor Trust of the Company, dated as of September 1, 1989
(incorporated by reference to Exhibit 10.29.1 to the 1995 10-K).
+10.29 Outside Directors Benefit Plan Grantor Trust of the Company, dated as of September 5, 1989 (incorporated
by reference to Exhibit 10.19 to the 1989 10-K).
+10.29.1 Supplemental Agreement to Outside Directors Benefit Plan Grantor Trust of the Company, dated as of
September 5, 1989 (incorporated by reference to Exhibit 10.30.1 to the 1995 10-K).
+10.30 Benefits Equalization Plan, dated as of August 22, 1990 (incorporated by reference to Exhibit 10.20 to
the Company's Annual Report on Form 10-K for the period ending December 31, 1990, File No. 1-8712 (the
"1990 10-K")).
+10.30.1 First Amendment to Bowater Incorporated Benefits Equalization Plan, effective as of January 1, 1996
(incorporated by reference to Exhibit 10.28.1 to the 1996 10-K).
+10.31 1992 Stock Incentive Plan (incorporated by reference to Exhibit 10.23 to the 1991 10-K).
+10.32 Long-Term Cash Incentive Plan, dated as of January 1, 1994 (incorporated by reference to Exhibit 10.33 to
the 1995 10-K).
+10.32.1 First Amendment, dated as of March 18, 1996, to the Long-Term Cash Incentive Plan dated as of January 1,
1994 (incorporated by reference to Exhibit 10.33.1 to the 1995 10-K).
+10.32.2 Long-Term Cash Incentive Deferred Compensation Plan, effective as of September 16, 1996 (incorporated by
reference to Exhibit 10.2 to the September 1996 10-Q).
+10.33 Bowater Incorporated 1997 Stock Option Plan, effective as of January 1, 1997, as amended and restated
(incorporated by reference to Exhibit 10.31 to the 1996 10-K).
+10.34 Bowater Incorporated 1997-1999 Long-Term Incentive Plan, effective as of January 1, 1997, as amended and
restated (incorporated by reference to Exhibit 10.32 to the 1996 10-K).
10.35 Restated Agreement, dated as of January 1, 1991, by and among the Company, Advance Publications, Inc. and
Calhoun Newsprint Company (incorporated by reference to Exhibit 10.11 to the 1990 10-K).
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
10.36 Recycle Agreement, dated as of January 1, 1991, by and among the Company, Advance Publications,
Inc., and Calhoun Newsprint Company (incorporated by reference to Exhibit 10.19.1 to the 1993 10-K).
10.37 Agreement, dated as of February 21, 1963, by and between Bowater Canadian Limited and The
Washington Post Company (incorporated by reference to Exhibit 10.12 to the Company's Registration
Statement No. 2-90172).
10.38 Licensing Agreement, dated as of December 30, 1976, as amended, between the Company and Bowater
Industries plc (incorporated by reference to Exhibit 10.13 to the Company's Registration Statement
No. 2-90172).
10.39 Trademark Agreement, dated May 8, 1984, between the Company and Bowater Corporation plc
(incorporated by reference to Exhibit 10.17 to the Company's Registration Statement No. 2-90172).
10.40 World-Wide Trademark Ownership, Use and Assignment Agreement, effective as of June 30, 1997, by
and between the Company and Rexam plc (formerly Bowater plc).
10.41 Credit Agreement, dated as of September 29, 1995, among the Company, each of the banks signatory
thereto (the "Banks"), and The Chase Manhattan Bank (National Association), as administrative agent
for the Banks (incorporated by reference to Exhibit 10.1 to the September 1995 10-Q).
13.1 Copy of the Company's 1997 Annual Report to Stockholders (except for those portions that are
expressly incorporated by reference in this Report on Form 10-K, this exhibit is furnished for the
information of the Commission and is not deemed to be filed as part hereof).
21.1 Subsidiaries of the registrant.
23.1 Consent of Independent Auditors.
27.1* Amended and Restated Financial Data Schedule (electronic filing only).
</TABLE>
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* Filed herewith
+ This is a management contract or compensatory plan or arrangement.
(b) None.
(c) The response to this portion of Item 14 is submitted as a separate section
of this report.
(d) None.
4
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BOWATER INCORPORATED
By: /s/ MICHAEL F. NOCITO
------------------------------------
Michael F. Nocito
Vice President and Controller
Date: April 24, 1998
5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
3.1 Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit
4.2 to the Company's Registration Statement No. 33-51569).
3.2 Certificate of Designations of the 7% PRIDES, Series B Convertible Preferred Stock of the Company
(incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated
February 1, 1994, File No. 1-8712 (the "February 1994 8-K")).
3.3 Certificate of Designations of the 8.40% Series C Cumulative Preferred Stock of the Company
(incorporated by reference to Exhibit 4.2 to the February 1994 8-K).
3.4 Bylaws of the Company amended and restated as of July 26, 1995 (incorporated by reference to Exhibit
3.1 to the Company's Quarterly Report on Form 10-Q for the period ending September 30, 1995, File
No. 1-8712 (the "September 1995 10-Q")).
3.4.1 Amendment to Bylaws dated as of February 27, 1998.
4.1 Agreement pursuant to S-K Item 601(b)(4)(iii)(A) to provide the Commission upon request copies of
certain other instruments with respect to long-term debt not being registered where the amount of
securities authorized under each such instrument does not exceed 10% of the total assets of the
registrant and its subsidiaries on a consolidated basis (incorporated by reference to Exhibit 4.3 to the
Company's Registration Statement No. 2-93455).
4.2 Indenture, dated as of August 1, 1989, by and between the Company and Manufacturers Hanover Trust
Company, as Trustee, with respect to the 9% Debentures Due 2009 (incorporated by reference to Exhibit
4.7 to the Company's Registration Statement No. 33-61219).
4.3 Indenture, dated as of December 1, 1991, by and between the Company and Marine Midland Bank,
N.A., as Trustee, with respect to the 9 3/8% Debentures Due 2021 (incorporated by reference to Exhibit
4.8 to the Company's Annual Report on Form 10-K for the period ending December 31, 1991, File
No. 1-8712 (the "1991 10-K")).
4.4 Indenture, dated as of December 1, 1991, by and between the Company and Marine Midland Bank,
N.A., as Trustee, with respect to the 8 1/2% Notes Due 2001 (incorporated by reference to Exhibit 4.9 to
the 1991 10-K).
4.5 Indenture, dated as of October 15, 1992, by and between the Company and The Chase Manhattan Bank
(N.A.) as Trustee, with respect to the 8 1/4% Notes Due 1999 (incorporated by reference to Exhibit 4.10
to the Company's Annual Report on Form 10-K for the period ending December 31, 1992, File
No. 1-8712 (the "1992 10-K")).
4.6 Indenture, dated as of October 15, 1992, between the Company and The Chase Manhattan Bank (N.A.)
as Trustee, with respect to the 9 1/2% Debentures Due 2012 (incorporated by reference to Exhibit 4.11 to
the 1992 10-K).
4.7 Deposit Agreement, dated as of February 1, 1994, by and among the Company, Trust Company Bank, as
Depositary, and the holders from time to time of the Depositary Receipts relating to the Company's
8.40% Series C Cumulative Preferred Stock, together with form of Depositary Receipt (incorporated by
reference to Exhibit 4.4 to the February 1994 8-K).
4.8 See Exhibits 3.1, 3.3, 3.4 and 3.4.1.
+10.1 Employment Agreement, dated as of July 20, 1994, by and between the Company and Arnold M.
Nemirow (incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K for
the period ending December 31, 1994, File No. 1-8712 (the "1994 10-K")).
+10.2 Employment Agreement, dated as of October 21, 1996, by and between the Company and Steven G.
Lanzl (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the
period ending December 31, 1996, File No. 1-8712 (the "1996 10-K")).
+10.3 Employment Agreement, dated as of April 1, 1995, by and between the Company and E. Patrick Duffy
(incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the
period ending March 31, 1995, File No. 1-8712).
+10.4 Form of Employment Agreement by and between the Company and each of Robert A. Moran and
Michael F. Nocito (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form
10-K for the period ending December 31, 1993, File No. 1-8712 (the "1993 10-K")).
+10.5 Form of Change in Control Agreement, by and between the Company and each of Edward Patrick
Duffy, Richard F. Frisch, David G. Maffucci, Donald G. McNeil, Robert A. Moran, Arnold M. Nemirow,
and Michael F. Nocito (incorporated by reference to Exhibit 10.5 to the Company's Annual Report on
Form 10-K for the period ending December 31, 1995, File No. 1-8712 (the "1995 10-K")).
+10.6 Form of Change in Control Agreement by and between the Company and each of Anthony H. Barash,
James H. Dorton and Steven G. Lanzl (incorporated by reference to Exhibit 10.6 to the 1996 10-K).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
- ---------------------- ---------------------------------------------------------------------------------------------------------
<S> <C>
+10.7 Employment Agreement, dated as of May 21, 1997, by and between the Company and Wendy C. Shiba
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period
ending June 30, 1997, File No. 1-8712 (the "June 1997 10-Q")).
+10.8 Change in Control Agreement, dated as of May 21, 1997, by and between the Company and Wendy C. Shiba
(incorporated by reference to Exhibit 10.2 to the June 1997 10-Q).
+10.9 Employment Agreement, dated as of June 1, 1995, by and between the Company and Richard F. Frisch
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period
ending June 30, 1995, File No. 1-8712).
+10.10 Employment Agreement, dated as of August 6, 1996, by and between the Company and James H. Dorton
(incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period
ending June 30, 1996, File No. 1-8712 (the "June 1996 10-Q")).
+10.11 Employment Agreement, dated as of August 1, 1997, by and between the Company and Arthur D. Fuller
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period
ending September 30, 1997, File No. 1-8712 (the "September 1997 10-Q")).
+10.12 Change in Control Agreement, dated as of August 1, 1997, by and between the Company and Arthur D. Fuller
(incorporated by reference to Exhibit 10.2 to the September 1997 10-Q).
+10.13 Employment Agreement, dated as of November 1, 1995, by and between the Company and David G. Maffucci
(incorporated by reference to Exhibit 10.12 to the 1995 10-K).
+10.14 Employment Agreement, dated as of March 1, 1995, by and between the Company and Donald G. McNeil
(incorporated by reference to Exhibit 10.12 to the 1994 10-K).
+10.15 Employment Agreement, dated as of April 1, 1996, by and between the Company and Anthony H. Barash
(incorporated by reference to Exhibit 10.14 to the 1995 10-K).
+10.16 Employment Agreement, dated as of August 1, 1997, by and between the Company and Richard K. Hamilton.
+10.17 Change in Control Agreement, dated as of August 1, 1997, by and between the Company and Richard K.
Hamilton.
+10.18 Compensatory Benefits Plan of the Company, as amended and restated as of April 30, 1991 (incorporated by
reference to Exhibit 10.8 to the 1991 10-K).
+10.18.1 Amendment, effective as of January 1, 1996, to the Compensatory Benefits Plan of the Company
(incorporated by reference to Exhibit 10.15.1 to the 1996 10-K).
+10.18.2 Second Amendment, effective as of January 1, 1997, to the Compensatory Benefits Plan of the Company.
+10.19 Annual Bonus Plan of the Company (incorporated by reference to Exhibit 10.16 to the 1994 10-K).
+10.19.1 Administrative Guide to Annual Bonus Plan of the Company.
+10.20 Deferred Compensation Plan for Outside Directors of the Company, as amended and restated effective as of
January 1, 1996 (incorporated by reference to Exhibit 10.18 to the 1995 10-K).
+10.20.1 Deferred Compensation Plan for Outside Directors of the Company, as amended and restated effective
January 1, 1997 (incorporated by reference to Exhibit 10.18.1 to the 1996 10-K).
+10.21 Retirement Plan for Outside Directors of the Company, effective as of July 1, 1988 (incorporated by
reference to Exhibit 10.19 to the 1995 10-K).
+10.21.1 First Amendment to Retirement Plan for Outside Directors (incorporated by reference to Exhibit 10.19.1 to
the 1995 10-K).
+10.21.2 Second Amendment to Retirement Plan for Outside Directors.
+10.22 Supplemental Benefit Plan for Designated Employees of Bowater Incorporated and Affiliated Companies, as
amended and restated effective as of November 1, 1995 (incorporated by reference to Exhibit 10.20 to the
1995 10-K).
+10.22.1 First Amendment, dated as of March 18, 1996, to the Supplemental Benefit Plan for Designated Employees of
Bowater Incorporated and Affiliated Companies (incorporated by reference to Exhibit 10.20.1 to the 1995
10-K).
+10.23 Executive Deferred Compensation Plan of the Company, effective as of July 1, 1994, and as amended as of
January 1, 1995 (incorporated by reference to Exhibit 10.29.1 to the 1994 10-K).
+10.23.1 Amendment to Executive Deferred Compensation Plan, dated as of November 14, 1995 (incorporated by
reference to Exhibit 10.21.1 to the 1995 10-K).
+10.24 Equity Participation Rights Plan, effective as of January 17, 1996 (incorporated by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the period ending September 30, 1996, File No.
1-8712 (the "September 1996 10-Q")).
+10.24.1 First Amendment to Equity Participation Rights Plan, effective as of March 1, 1996 (incorporated by
reference to Exhibit 10.1.1 to the September 1996 10-Q).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
- ------------------------ -------------------------------------------------------------------------------------------------------
<S> <C>
+10.25 1988 Stock Incentive Plan of the Company (incorporated by reference to the Company's Proxy Statement for
1988, File No. 1-8712).
+10.25.1 Amendment to 1988 Stock Incentive Plan of the Company, dated as of August 23, 1989 (incorporated by
reference to Exhibit 10.16A to the 1989 10-K).
+10.26 Benefit Plan Grantor Trust of the Company, dated as of May 20, 1988 (incorporated by reference to Exhibit
10.17 to the 1989 10-K).
+10.26.1 Amendment to Benefit Plan Grantor Trust, dated as of August 23, 1989 (incorporated by reference to
Exhibit 10.17A to the 1989 10-K).
+10.26.2 Amendment Number 2 to Benefit Plan Grantor Trust, dated as of November 20, 1996 (incorporated by
reference to Exhibit 10.24.2 to the 1996 10-K).
+10.26.3 Supplemental Agreement to Benefit Plan Grantor Trust, dated as of May 20, 1988 (incorporated by reference
to Exhibit 10.28.2 to the 1995 10-K).
+10.27 Form of Indemnification Agreement, by and between the Company and each of James H. Dorton, Richard F.
Frisch, David G. Maffucci and Wendy C. Shiba (incorporated by reference to Exhibit 10.1 to the June 1996
10-Q).
+10.28 Executive Severance Grantor Trust of the Company, dated as of September 1, 1989 (incorporated by
reference to Exhibit 10.18 to the 1989 10-K).
+10.28.1 Supplemental Agreement to Executive Severance Grantor Trust of the Company, dated as of September 1, 1989
(incorporated by reference to Exhibit 10.29.1 to the 1995 10-K).
+10.29 Outside Directors Benefit Plan Grantor Trust of the Company, dated as of September 5, 1989 (incorporated
by reference to Exhibit 10.19 to the 1989 10-K).
+10.29.1 Supplemental Agreement to Outside Directors Benefit Plan Grantor Trust of the Company, dated as of
September 5, 1989 (incorporated by reference to Exhibit 10.30.1 to the 1995 10-K).
+10.30 Benefits Equalization Plan, dated as of August 22, 1990 (incorporated by reference to Exhibit 10.20 to
the Company's Annual Report on Form 10-K for the period ending December 31, 1990, File No. 1-8712 (the
"1990 10-K")).
+10.30.1 First Amendment to Bowater Incorporated Benefits Equalization Plan, effective as of January 1, 1996
(incorporated by reference to Exhibit 10.28.1 to the 1996 10-K).
+10.31 1992 Stock Incentive Plan (incorporated by reference to Exhibit 10.23 to the 1991 10-K).
+10.32 Long-Term Cash Incentive Plan, dated as of January 1, 1994 (incorporated by reference to Exhibit 10.33 to
the 1995 10-K).
+10.32.1 First Amendment, dated as of March 18, 1996, to the Long-Term Cash Incentive Plan dated as of January 1,
1994 (incorporated by reference to Exhibit 10.33.1 to the 1995 10-K).
+10.32.2 Long-Term Cash Incentive Deferred Compensation Plan, effective as of September 16, 1996 (incorporated by
reference to Exhibit 10.2 to the September 1996 10-Q).
+10.33 Bowater Incorporated 1997 Stock Option Plan, effective as of January 1, 1997, as amended and restated
(incorporated by reference to Exhibit 10.31 to the 1996 10-K).
+10.34 Bowater Incorporated 1997-1999 Long-Term Incentive Plan, effective as of January 1, 1997, as amended and
restated (incorporated by reference to Exhibit 10.32 to the 1996 10-K).
10.35 Restated Agreement, dated as of January 1, 1991, by and among the Company, Advance Publications, Inc. and
Calhoun Newsprint Company (incorporated by reference to Exhibit 10.11 to the 1990 10-K).
10.36 Recycle Agreement, dated as of January 1, 1991, by and among the Company, Advance Publications, Inc., and
Calhoun Newsprint Company (incorporated by reference to Exhibit 10.19.1 to the 1993 10-K).
10.37 Agreement, dated as of February 21, 1963, by and between Bowater Canadian Limited and The Washington Post
Company (incorporated by reference to Exhibit 10.12 to the Company's Registration Statement No. 2-90172).
10.38 Licensing Agreement, dated as of December 30, 1976, as amended, between the Company and Bowater
Industries plc (incorporated by reference to Exhibit 10.13 to the Company's Registration Statement No.
2-90172).
10.39 Trademark Agreement, dated May 8, 1984, between the Company and Bowater Corporation plc (incorporated by
reference to Exhibit 10.17 to the Company's Registration Statement No. 2-90172).
10.40 World-Wide Trademark, Ownership, Use and Assignment Agreement, effective as of June 30, 1997, by and
between the Company and Rexam plc (formerly Bowater plc).
10.41 Credit Agreement, dated as of September 29, 1995, among the Company, each of the banks signatory thereto
(the "Banks"), and The Chase Manhattan Bank (National Association), as administrative agent for the Banks
(incorporated by reference to Exhibit 10.1 to the September 1995 10-Q).
13.1 Copy of the Company's 1997 Annual Report to Stockholders (except for those portions that are expressly
incorporated by reference in this Report on Form 10-K, this exhibit is furnished for the information of
the Commission and is not deemed to be filed as part hereof).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
- ------------- -----------------------------------------------------------------------
<S> <C>
21.1 Subsidiaries of the registrant.
23.1 Consent of Independent Auditors.
27.1* Amended and Restated Financial Data Schedule (electronic filing only).
</TABLE>
- ---------
* Filed herewith
+ This is a management contract or compensatory plan or arrangement.
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> Jan-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 228,688
<SECURITIES> 176,834
<RECEIVABLES> 190,594
<ALLOWANCES> 0
<INVENTORY> 105,514
<CURRENT-ASSETS> 718,375
<PP&E> 3,059,596
<DEPRECIATION> 1,505,067
<TOTAL-ASSETS> 2,745,798
<CURRENT-LIABILITIES> 194,651
<BONDS> 757,100
0
25,465
<COMMON> 44,928
<OTHER-SE> 1,083,772
<TOTAL-LIABILITY-AND-EQUITY> 2,745,798
<SALES> 1,484,503
<TOTAL-REVENUES> 1,484,503
<CGS> 1,106,811
<TOTAL-COSTS> 1,276,635
<OTHER-EXPENSES> (21,303)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 67,488
<INCOME-PRETAX> 89,483
<INCOME-TAX> 33,109
<INCOME-CONTINUING> 53,691
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 53,691
<EPS-PRIMARY> $1.26<F1>
<EPS-DILUTED> $1.25
<FN>
<F1> EPS-BASIC
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 264,571
<SECURITIES> 0
<RECEIVABLES> 241,847
<ALLOWANCES> 0
<INVENTORY> 154,662
<CURRENT-ASSETS> 674,023
<PP&E> 3,013,467
<DEPRECIATION> 1,302,464
<TOTAL-ASSETS> 2,908,165
<CURRENT-LIABILITIES> 285,322
<BONDS> 816,532
49,619
136,798
<COMMON> 39,501
<OTHER-SE> 919,113
<TOTAL-LIABILITY-AND-EQUITY> 2,908,165
<SALES> 2,001,141
<TOTAL-REVENUES> 2,001,141
<CGS> 1,183,977
<TOTAL-COSTS> 1,451,890
<OTHER-EXPENSES> 4,168
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 80,513
<INCOME-PRETAX> 464,570
<INCOME-TAX> 183,090
<INCOME-CONTINUING> 258,245
<DISCONTINUED> 0
<EXTRAORDINARY> (11,317)
<CHANGES> 0
<NET-INCOME> 246,928
<EPS-PRIMARY> $5.76<F1>
<EPS-DILUTED> $5.22
<FN>
<F1> EPS-BASIC
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<CIK> 0000743368
<NAME> BOWATER INCORPORATED
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 85,259
<SECURITIES> 345,398
<RECEIVABLES> 185,724
<ALLOWANCES> 0
<INVENTORY> 123,745
<CURRENT-ASSETS> 753,755
<PP&E> 2,994,206
<DEPRECIATION> 1,357,501
<TOTAL-ASSETS> 2,865,544
<CURRENT-LIABILITIES> 253,881
<BONDS> 759,029
<COMMON> 43,994
24,746
25,465
<OTHER-SE> 1,101,674
<TOTAL-LIABILITY-AND-EQUITY> 2,865,544
<SALES> 1,718,269
<TOTAL-REVENUES> 1,718,269
<CGS> 1,149,593
<TOTAL-COSTS> 1,323,997
<OTHER-EXPENSES> (123,353)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 71,347
<INCOME-PRETAX> 353,188
<INCOME-TAX> 124,393
<INCOME-CONTINUING> 204,076
<DISCONTINUED> 0
<EXTRAORDINARY> (3,922)
<CHANGES> 0
<NET-INCOME> 200,154
<EPS-PRIMARY> $ 4.97<F1>
<EPS-DILUTED> $ 4.55
<FN>
<F1> EPS-BASIC
</FN>
</TABLE>
