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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/X/ Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
BOWNE & CO., INC.
(Name of Registrant as Specified in Its Charter)
BOWNE & CO., INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
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(4) Proposed maximum aggregate value of transaction:
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/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registrations statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
2
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TO ASSURE YOUR REPRESENTATION AT THE MEETING,
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
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(LOGO)
BOWNE & CO., INC.
345 Hudson Street
New York, New York 10014
(212) 924-5500
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 1994 Annual Meeting of Stockholders of BOWNE & CO., INC. will be held
at the offices of the American Stock Exchange, 13th Floor, 86 Trinity Place, New
York, New York, on Thursday, March 24, 1994, beginning at 11:00 A.M. local time,
for the following purposes:
1. To elect three nominees to serve as Class I directors of the
Company for three-year terms and until their respective successors shall be
elected and shall qualify;
2. To ratify the appointment of auditors of the Company for the
fiscal year ending October 31, 1994; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on February 2, 1994,
as the record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting or any adjournment thereof.
By Order of the Board of Directors,
DOUGLAS F. BAUER
Corporate Secretary
New York, New York
February 7, 1994
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(LOGO)
BOWNE & CO., INC.
345 Hudson Street
New York, New York 10014
(212) 924-5500
PROXY STATEMENT
This Proxy Statement is furnished to the stockholders of BOWNE & CO., INC.
(the "Company") in connection with the solicitation of proxies for use at the
1994 Annual Meeting of Stockholders to be held at the offices of the American
Stock Exchange, 13th Floor, 86 Trinity Place, New York, New York, on March 24,
1994, beginning at 11:00 A.M. local time, and at any adjournment thereof.
Proxies delivered pursuant to this solicitation are revocable at the option
of the persons executing the same, prior to their exercise, by attendance and
voting at the Annual Meeting or by written notice delivered to the Corporate
Secretary of the Company prior to the meeting, and are solicited by and on
behalf of the Board of Directors of the Company. Unless previously revoked, all
proxies representing shares entitled to vote which are delivered pursuant to
this solicitation will be voted at the meeting by the named attorneys-in-fact
and agents, to the extent authorized, in accordance with the directions
contained therein. If no such directions are given, the shares represented by
such proxies will be voted in favor of the election of directors, the
ratification of the appointment of auditors, and in accordance with the
discretion of the named attorneys-in-fact and agents on other matters that may
properly come before the meeting.
The cost of this solicitation will be borne by the Company. Proxies may be
solicited by personal interview, telephone and telegraph, as well as by use of
the mails. Banks, brokerage houses and other custodians, nominees or fiduciaries
will be requested to forward soliciting material to their principals and to
obtain authorization for the execution of proxies, and will be reimbursed for
their reasonable out-of-pocket expenses incurred in that connection. Employees
of the Company participating in the solicitation of proxies will not receive any
additional remuneration.
On February 2, 1994, the record date for the Annual Meeting, the Company
had outstanding 17,314,636 shares of the Common Stock, and there were no
outstanding shares of any other class of stock. Each holder of the Common Stock
is entitled to one vote for each share of such stock held by him. Only
stockholders of record at the close of business on February 2, 1994, will be
entitled to vote at the Annual Meeting. A majority of the outstanding shares,
whether present in person or by proxy, is required to constitute a quorum to
transact business at the meeting. The abstention of a stockholder on any issue
submitted to a vote and a proxy given by a broker who fails or is not authorized
to vote on that issue will both be counted in determining the presence of a
quorum but not in tabulating the vote on that issue, and thus neither will have
an effect on the outcome of the vote. Votes will be tabulated by The Bank of New
York.
The Company intends to cause this Proxy Statement to be mailed to its
stockholders of record on or about February 7, 1994.
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Principal Stockholders of the Company
As of the record date for the Annual Meeting, the following named
individuals, who are both directors of the Company, and the following group
including all the directors and officers of the Company owned beneficially the
numbers of shares and the percentages of the outstanding Common Stock of the
Company shown respectively below. The inclusion here of shares owned directly or
indirectly by family members or trusts for their benefit is not an admission of
beneficial ownership. Shares of the Common Stock are the only voting securities
of the Company outstanding.
PRINCIPAL STOCKHOLDERS
Number Percent of
Name of Shares Outstanding
- -------------------------- --------- -----------
Edmund A. Stanley, Jr.................................................. 1,100,000 6.4%
Thomas O. Stanley...................................................... 1,829,234 10.6%
All directors and executive officers as a group........................ 3,593,971 20.8%
Certain executive officers of the Company are trustees of its Employees'
Stock Purchase Plan and as such have the right to vote the shares held by that
plan on behalf of participants in the plan. Accordingly, they may be deemed to
be beneficial owners of the 454,346 shares held by the plan as of the record
date for the meeting, and those shares are therefore included in the total shown
above as beneficially owned by all directors and officers as a group. Two of the
trustees are also participants in the plan. The shares shown above as owned by
all directors and executive officers as a group also include options to purchase
117,787 shares under the Company's Stock Option Plans which are currently
exercisable by them or will become exercisable within sixty days after the
record date of the Annual Meeting.
The Company has also learned that Fidelity Management and Research
Corporation, which has offices at 82 Devonshire Street, Boston, Massachusetts
02109-3605, filed a quarterly report with the Securities and Exchange Commission
on September 30, 1993, under Section 13(f) of the Securities Exchange Act of
1934, which indicated that the firm and twenty-five related investment managers
held an aggregate of 1,325,800 shares of the Company's Common Stock without
voting power, as well as another 5,600 shares with sole voting power. Together
these holdings represented 7.7% of the Company's shares outstanding on the
record date. The Company believes that these shares were acquired in the
ordinary course of the filer's investment management business for the benefit of
several mutual funds including the Fidelity Magellan Fund and the Fidelity
Balanced Fund.
The Company knows of no other person who may be deemed to own beneficially
more than 5% of the outstanding Common Stock. Interested persons may write to
either of the two individual stockholders named above or to any other director
or executive officer of the Company in care of the Corporate Secretary of the
Company.
Election of Directors
Action will be taken at the Annual Meeting for the election of three
nominees to be Class I directors, each to serve for a three-year term and until
his or her successor is duly elected and qualifies. The Board of Directors
recommends a vote in favor of each of its three nominees: Richard H. Koontz,
Beverley B. Wadsworth and Richard R. West. The election will be determined as to
each nominee by a plurality of the votes duly cast by stockholders entitled to
vote at the Annual Meeting.
Indicated in the table below are the principal occupations for the last
five years of the three nominees in Class I and of the other seven incumbent
directors, one of whom has chosen not to stand for election to another term.
Their beneficial ownership of the outstanding Common Stock of the Company as of
the record date for the Annual Meeting is also shown in the table.
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THE BOARD OF DIRECTORS
Director Shares of
of the Common Stock
Company Beneficially
Name(1) Principal Occupation and Directorships Age Since Owned(2)
------------------------------ ---------------------------------------- ---- ---------- --------------
NOMINEES FOR ELECTION AS CLASS I DIRECTORS, WHOSE TERMS WILL EXPIRE IN 1997:
Richard H. Koontz............ Chairman of the Board, President and 53 1984 113,905(3)
Chief Executive Officer of the Company
Beverley B. Wadsworth........ Director, Amsterdam Nursing Home Corpo- 53 1990 3,000
ration; and also Director and Vice
President, Cass County Iron Company;
formerly Chairman of the Board and
President, Continental Guaranty &
Credit Corporation
Richard R. West.............. Professor of Finance, New York 55 1994(4) 1,000
University; formerly also Dean of the
School of Business, New York
University; also director of Vornado
Inc., Smith Corona Corporation,
Alexander's Inc. and several mutual
funds of Merrill Lynch Asset Manage-
ment, Inc.
Class II directors, whose terms will expire in 1995:
John R. Haire(5)............. Chairman of the Committee of Independent 68 1979 2,520
Directors, The Dean Witter Group of
Investment Companies; formerly
President, Council for Aid to
Education, Inc.; also director of
Washington National Corporation and
several investment companies managed
by Dean Witter Reynolds, Inc.
Thomas O. Stanley(6)......... Retired; formerly Staff Vice President, 66 1968 1,829,234(7)
Research Programs, RCA Laboratories
Class III directors, whose terms will expire in 1996:
Edward H. Meyer.............. Chairman of the Board and President, 67 1983 2,400
Grey Advertising Inc; also director of
The May Department Stores Company,
Harman International Industries, Inc.,
Ethan Allen Interiors Inc. and several
mutual funds of Merrill Lynch Asset
Management, Inc.
H. Marshall Schwarz.......... Chairman of the Board and Chief 57 1986 400
Executive Officer, United States Trust
Corporation; formerly President
thereof; also director of Atlantic
Mutual Companies
Wendell M. Smith............. Chairman of the Board, President and 58 1992
Chief Executive Officer, Baldwin
Technology Company, Inc.; also
director of American Maize Products
Corporation
Edmund A. Stanley, Jr.(5)(6). Chairman of the Executive Committee of 69 1968 1,100,000(8)
the Company; formerly its Chairman of
the Board; also President, Town Creek
Foundation, Inc. and President, The
Robert Bowne Foundation, Inc.
Class I director, whose term will expire on the date of the Annual Meeting(9):
Bertram J. Cohn.............. Managing Director, First Manhattan Com- 68 1977 4,854
pany; formerly Limited Partner
thereof; also director of Orion
Capital Corporation
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(1) See "Certain Committees of the Board" for memberships on committees.
(2) The following directors each own in excess of 1% of the outstanding Common
Stock of the Company: Edmund A. Stanley, Jr. (6.4%), and Thomas O. Stanley
(10.6%). No other director or nominee owns in excess of 1%.
(3) Includes options to purchase 48,825 shares which are currently exercisable
by Mr. Koontz under the Company's Stock Option Plans or will become
exercisable within sixty days after the record date of the Annual Meeting,
but excludes shares held by the Employees' Stock Purchase Plan referred to
under "Principal Stockholders of the Company," of which he is a trustee.
(4) Mr. West was elected by the Board to fill the vacancy created by the
retirement of Franz von Ziegesar from the Board as of January 15, 1994.
(5) The Company's by-laws provide that no director may continue to serve on the
Board of Directors, and no other person may be nominated or elected to the
Board, after he or she has attained the age of seventy. In view of this
provision, Edmund A. Stanley, Jr., and Mr. Haire have advised the Company
that they currently intend to step down from the Board on or before July 9,
1994 and February 11, 1995 respectively, and may not therefore serve out the
entire terms for which they have been elected. A vacant seat on the Board
may be filled by a candidate elected by the remaining directors until the
next following Annual Meeting of Stockholders.
(6) Edmund A. Stanley, Jr., and Thomas O. Stanley are brothers.
(7) Includes 318,230 shares held by Mr. Stanley's spouse, as to which shares he
disclaims beneficial ownership.
(8) Includes 300,000 shares held by Mr. Stanley's spouse, as to which shares he
disclaims beneficial ownership.
(9) Because Mr. Cohn will not be replaced after his current term expires, the
Board will consist for the foreseeable future of nine members, which was for
many years its traditional number.
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Certain Committees of the Board
The Board of Directors has four standing committees, the function and
present membership of which are as identified below.
The Executive Committee has much of the authority of the Board of Directors
other than for fundamental corporate changes or actions which require the vote
of the full Board according to New York State law or the Company's by-laws. The
members are Edmund A. Stanley, Jr. (Chairman), Bertram J. Cohn (retiring), John
R. Haire and Richard H. Koontz.
The Audit Committee selects independent public accountants to serve as the
Company's auditors, reviews with the chief financial officer of the Company and
the auditors the scope and results of their audit, the fees charged and the
other activities performed by the auditors for the Company, and reviews internal
controls and inquires into special accounting and related matters. The members
are Beverley B. Wadsworth (Chairman), Bertram J. Cohn (retiring), Wendell M.
Smith and Thomas O. Stanley.
The Compensation and Nominating Committee reviews and approves salaries and
benefits for the executive officers of the Company and the chief operating
officer of each subsidiary, as well as significant changes in retirement and
other employee benefit plans, prior to submission to the Board of Directors for
approval. The Committee also considers and recommends for Board approval
candidates for the Board of Directors who have been suggested by management,
other members of the Board, stockholders and other interested parties.
Stockholders may suggest Board candidates by writing to the Chairman of the
Committee, in care of the Corporate Secretary of the Company. The members of the
Committee are Edward H. Meyer (Chairman), John R. Haire, H. Marshall Schwarz,
Wendell M. Smith, Edmund A. Stanley, Jr., and Beverley B. Wadsworth.
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The Finance Committee reviews the investment portfolio and financial
reports of the Company, approves its investment policies and the allocation of
assets to various investment programs of the Company, and reviews the investment
performance of the fund managers of the trusts for the Company's Pension Plan,
Profit-Sharing Plan and Employees' Stock Purchase Plan. The members are Thomas
O. Stanley (Chairman), Edward H. Meyer and H. Marshall Schwarz.
Meetings, Attendance and Fees
During the Company's fiscal year ended October 31, 1993, the full Board of
Directors had five meetings. The Audit, Finance, and Compensation and Nominating
Committees each met twice. The Executive Committee did not meet but took action
four times during the year with resolutions unanimously adopted by the written
consent of its members. No member of the Board attended fewer than 75% of the
aggregate number of meetings of the Board and the committees on which he or she
served, except that Wendell M. Smith was unable to attend two meetings that had
been respectively scheduled prior to his election to the Board and his
appointment to a committee.
Directors who are not officers or employees of the Company are currently
paid an annual retainer of $13,500, plus a fee of $750 for each Board meeting
attended. The annual fee for members of the Executive Committee who are not
officers or employees is $1,000. Those directors who serve on the Audit,
Finance, and Compensation and Nominating Committees are paid a fee of $750 for
each committee meeting attended, and the chairman of each such committee a fee
of $1,250 for each meeting at which he or she presides. All directors are
offered reimbursement for travel expenses, if any, incurred in connection with
Board and committee meetings attended.
The Company has a retirement plan for non-management members of the Board
who are not entitled to benefits under the Company's Pension Plan for employees.
Under this retirement plan, the amount of the benefit will be five times the
aggregate of annual retainer payments made by the Company to an eligible
director during his or her last twelve months of Board service, subject to
certain vesting rules. The director will be eligible to receive this benefit in
five annual installments after he or she either reaches the age of sixty or
retires from the Board, whichever occurs later. There are also provisions for
distribution of the unpaid benefit in the event of a director's death or a
change of corporate control.
Compensation Committee Interlock and Insider Participation
No directors other than those identified above as members of the
Compensation and Nominating Committee served on that Committee during the 1993
fiscal year. No member of that Committee was an officer or employee of the
Company or any of its subsidiaries during the year, but one member of the
Committee, Edmund A. Stanley, Jr., had been President of the Company prior to
his retirement from that office in 1974. None of the executive officers of the
Company has served on the board of directors or on the compensation committee of
any other entity, any officer of which served either on the Board of Directors
or on the Compensation and Nominating Committee of the Company, except for one
charitable foundation which is exempt from tax under Section 501(c)(3) of the
Internal Revenue Code of 1986 and which is affiliated with the Company.
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Executive Compensation
The following table summarizes the aggregate cash compensation, including
incentive compensation, paid by the Company to the Chief Executive Officer and
to each of the other four most highly compensated executive officers of the
Company during the last three fiscal years:
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
------------
Annual Compensation Shares
Name and -------------------- Underlying All Other
Principal Position Year Salary Bonus Options Compensation(*)
- --------------------------------------- ----- -------- -------- ------------ -----------
Richard H. Koontz...................... 1993 $325,000 $450,000 20,000 $ 143,439
President 1992 310,000 350,000 20,226 112,190
and CEO 1991 300,000 230,000 20,000 60,266
James P. O'Neil........................ 1993 150,000 140,000 7,500 38,754
Vice President, 1992 140,000 100,000 5,000 30,768
Finance 1991 140,000 60,000 -- 18,971
Brendan Keating........................ 1993 140,000 120,000 6,000 32,946
Vice President 1992 135,000 85,000 15,000 26,729
1991 130,000 50,000 10,000 16,771
Allen D. Marold........................ 1993 130,000 115,000 5,000 30,056
Vice President, Human 1992 125,000 90,000 4,000 25,978
Resources and Administration 1991 125,000 40,000 -- 15,633
Thomas J. Vos.......................... 1993 130,000 105,000 5,000 28,030
Vice President, 1992 130,000 80,000 9,000 25,827
Marketing 1991 125,000 45,000 5,000 16,040
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(*) The amounts listed in this column represent the total of the Company's
contributions under its Profit-Sharing Plan and under its Employees' Stock
Purchase Plan, as well as certain payments made under a supplemental
arrangement related to the former. The Profit-Sharing Plan is a defined
contribution plan meeting regulatory requirements, under which contributions
are determined annually by the boards of directors of the participating
subsidiaries, subject to limitations imposed by Internal Revenue Service
regulations. The Employees' Stock Purchase Plan, also a defined contribution
plan meeting regulatory requirements, permits employees of participating
subsidiaries, if they qualify and elect to participate, to contribute up to
$100 per month and provides for matching contributions by the Company equal
to one half of such amounts. The aggregate of all contributions to the
Employees' Stock Purchase Plan is invested by the trustees in shares of the
Company's Common Stock, and dividends thereon are likewise reinvested. The
supplemental arrangement was adopted with respect to key employees who would
otherwise be adversely affected by the limits imposed by the Employee
Retirement Income Security Act of 1974, as amended, upon the Company's
contributions to the Profit-Sharing Plan.
The figures listed in the table exclude non-cash compensation which is
not properly categorized as salary or bonus. Such non-cash compensation
included customary perquisites and did not exceed 10% of the compensation
listed for any executive officer of the Company. The cost to the Company of
group employee benefit plans for medical, hospitalization and dental
benefits, long-term disability insurance and other fringe benefits with
respect to executive officers of the Company is also excluded from the
figures listed because the plans under which such benefits are paid are
available generally to all salaried employees of the Company and do not
discriminate in favor of the executive officers of the Company.
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Two successive Stock Option Plans have been adopted by the Board of
Directors of the Company and approved by its stockholders, both providing for
the grant of incentive stock options to the five executive officers of the
Company identified above, as well as to other key employees, to purchase shares
of the Company's Common Stock. The 1981 Stock Option Plan expired by its terms
as of December 16, 1991, although a number of options granted thereunder remain
outstanding. The 1992 Stock Option Plan was approved by the stockholders on
March 26, 1992. An option granted under either of these plans may be exercised
until the tenth anniversary of the date when granted, unless the option has
terminated earlier in accordance with its provisions. When each option may be
exercised during that term was or will be determined by the Board or by the
Compensation and Nominating Committee of the Board on the date of that grant,
although the Board or the Committee may, at its discretion, accelerate the
exercisability of any outstanding option. The purchase price of shares purchased
pursuant to options granted under either of the plans may not be less than the
fair market value of the Common Stock of the Company, determined as provided in
the plans, on the date of the grant.
During the 1993 fiscal year, options were granted under the 1992 Stock
Option Plan to each of the five previously identified executive officers of the
Company. In each case, the option price was the fair market value of the Common
Stock as determined by taking the mean between the highest and the lowest sales
prices reported on the American Stock Exchange on December 17, 1992, the date of
the grant. The options allow each holder to purchase 50% of the covered shares
on and after the fourth anniversary of the grant, and the remaining 50% on and
after the fifth anniversary. The individual grants were as follows:
OPTION GRANTS IN LAST FISCAL YEAR
Potential
Realizable Value at
% of Total Assumed Annual
Number Options Rates of Stock
of Shares Granted to Price Appreciation
Underlying Employees Exercise for Option Term(*)
Options in Fiscal Price Expiration -------------------
Name Granted Year Per Share Date 5% 10%
- --------------------------- ---------- ---------- --------- ------------- -------- --------
Mr. Koontz................. 20,000 18.3% $14.875 Dec. 16, 2002 $187,096 $474,138
Mr. O'Neil................. 7,500 6.9% 14.875 Dec. 16, 2002 70,161 177,802
Mr. Keating................ 6,000 5.5% 14.875 Dec. 16, 2002 56,129 142,242
Mr. Marold................. 5,000 4.6% 14.875 Dec. 16, 2002 46,774 118,535
Mr. Vos.................... 5,000 4.6% 14.875 Dec. 16, 2002 46,774 118,535
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(*) This presentation is intended to disclose the potential value which would
accrue to the option holder if the option were exercised the day before it
will expire and if the value per share had appreciated at a compounded
annual rate of either 5% or 10%, as indicated above each column. The
application of an absolute mathematical formula results in a higher
potential realizable value for options granted at a time when the market
value is relatively high. The assumed rates of appreciation of 5% and 10%
are prescribed by the rules of the Securities and Exchange Commission on
disclosure of executive compensation. The Company does not advocate or
necessarily agree that these rates are indicative of future growth in the
market price of the Common Stock.
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No options granted under the aforementioned 1992 Stock Option Plan have yet
become exercis-
able. Three of the Company's five previously identified executive officers
exercised stock options granted under the aforementioned 1981 Stock Option Plan
during the 1993 fiscal year. In the following table, where those exercises are
listed, amounts have been calculated to represent the realized values using the
closing prices of the Common Stock on the American Stock Exchange for the
respective dates of exercise:
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AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Number Options at Options at
of Shares Fiscal Year-End Fiscal Year-End
Acquired Value --------------------------- ---------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---------------------- ----------- ------------- ----------- ------------- ----------- -------------
Mr. Koontz............ 27,750 $355,125 41,325 94,601 $353,047 $584,356
Mr. O'Neil............ 6,455 69,356 16,995 31,250 113,323 194,719
Mr. Keating........... -- -- 5,492 37,500 29,402 243,375
Mr. Marold............ 964 11,207 17,500 21,000 145,062 131,000
Mr. Vos............... -- -- 18,000 31,000 143,688 206,625
The Company has no employment contract with any of the five previously
identified executive officers and, except as described below, no compensatory
arrangement with any of those officers under which benefits will become payable
as a result of the termination of employment or a change of corporate control.
The Company does not grant stock appreciation rights or award restricted stock
to any of its executive officers, and has not adjusted or amended the exercise
price of any stock option previously granted. The Company also has no long-term
incentive plan under which the award of benefits is a function of changes in the
market price of the Common Stock or other performance criteria.
Along with most other employees of the Company, the five previously
identified executive officers participate in the Company's Pension Plan, which
is a defined benefit plan meeting regulatory requirements. Benefits under the
Pension Plan, payable upon normal retirement at the age of sixty-five as a life
annuity or an actuarial equivalent thereof, are based upon age, length of
service and an average of the participant's five highest consecutive years of
compensation.
The Company also has a Supplemental Retirement Program for the five
previously identified executive officers, as well as certain other key
employees, which is a non-qualified program governed by individualized
agreements between each of those individuals and the Company. The program
provides supplemental benefits that are generally computed at 50% of the average
of the participant's annual salary and bonus for the immediately preceding five
years, less the benefit payable from the aforementioned Pension Plan. The
program normally gives full supplemental benefits to participants who retire
after attaining the age of sixty-five or partial benefits at retirement after
the age of fifty-five based upon the actual years of service. The occurrence of
certain events resulting in a change of corporate control may accelerate the
vesting and payment of partial benefits. In addition, there are provisions for
benefits in the event of death or disability while employed, regardless of the
age of the participant.
Inasmuch as the five previously identified executive officers of the
Company will, by their normal retirement at the age of sixty-five, have become
fully vested under both the Pension Plan and the Supplemental Retirement Program
described above, their respective years of service will not be a factor in
calculating the annual benefits that will become payable to them at normal
retirement. Those benefits may be estimated, depending upon their respective
average compensation, from the following table:
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RETIREMENT BENEFIT TABLE
Average Annual
Remuneration Benefit
------------ --------
$150,000 $ 75,000
200,000 100,000
300,000 150,000
400,000 200,000
500,000 250,000
600,000 300,000
700,000 350,000
The following table indicates the beneficial ownership of the Common Stock
by each of the five previously identified executive officers of the Company as
of the record date for the Annual Meeting, except as otherwise noted:
SECURITY OWNERSHIP OF NAMED OFFICERS
Number
of Percent of Nature of
Name Shares(*) Outstanding Ownership
- ---------------------------------- ----------- ------------ ------------
Mr. Koontz........................ 113,905 Less than 1% Direct
Mr. O'Neil........................ 28,550 Less than 1% Direct
Mr. Keating....................... 6,821 Less than 1% Direct
Mr. Marold........................ 20,389 Less than 1% Direct
Mr. Vos........................... 21,649 Less than 1% Direct
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(*) The figures in the table include options to purchase shares which are
currently exercisable by each named owner under the Company's Stock Option
Plans or which will become exercisable within sixty days after the record
date for the Annual Meeting, together with shares held by the Employees'
Stock Purchase Plan for the benefit of each named owner. Although the most
recent balances reported by the Employees' Stock Purchase Plan as of the
date hereof did not yet include contributions made during the fiscal quarter
ended January 31, 1994, such contributions represented not more than an
additional 50 shares for any participant named in the table.
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Report of the Compensation and Nominating Committee
of the Board of Directors on Executive Compensation
The Compensation and Nominating Committee of the Board of Directors submits
this report as a summary of policies and practices applicable to the
compensation of the Company's executive officers, including the five individuals
named on the preceding pages, during the Company's most recently completed
fiscal year. In the Committee's opinion, the compensation received by the
Company's executive officers during fiscal 1993 was consistent with the
long-standing policies that govern the compensation of the Company's key
executives and was altogether appropriate and in keeping with the best interests
of the Company, its employees and shareholders.
The Company is the industry leader in a highly specialized field
characterized by strong competitive pressures and stringent requirements for
personalized service, confidentiality, accuracy and fast turnaround in the
preparation, printing and distribution of financial, corporate and commercial
documentation. To attain and maintain this position through the employment and
retention of capable key executives, the Company has established an executive
compensation program which properly recognizes each executive's contributions to
the Company's operating performance based upon the
9
12
attainment of targeted profitability as well as the accomplishment of planned
objectives. The policy of the Company is to keep salaries for its key
executives, including that of the Chief Executive Officer, at modest but
competitive levels. These salaries are augmented by incentive compensation which
appropriately recognizes individual performance during the year that has
resulted primarily in the achievement of targeted levels of profitability and
also, to a lesser degree, in the accomplishment of certain defined, strategic
objectives both quantitative and qualitative. Those objectives are the
successful integration of new products and services and newly acquired business
units, introduction of new technologies, improvement of internal organization,
heightening of quality awareness, operational efficiencies, significant
cost-reductions, and in some cases other objectives. A careful application of
these guidelines during fiscal 1993 determined the aggregate compensation
disclosed on the preceding pages for the named individuals as well as the
remuneration for other key executives of the Company.
With respect to the Chief Executive Officer's incentive compensation, the
primary determinant is reaching a predetermined, targeted level of net income
for the Company. This performance is measured by employing a formula which uses
net income as its basis. The Committee decided to provide an additional amount
of incentive compensation to the Chief Executive Officer. This additional amount
was principally attributable to net income having exceeded the targeted level
and also reflected our subjective assessment of certain qualitative factors
which resulted in the long-term strengthening of the Company including the
specific strategic objectives listed in the preceding paragraph.
Periodic incentive stock option grants are proposed by the Chief Executive
Officer for the Company's key employees other than himself and are subject to
approval by the Committee. The Committee may also establish an incentive stock
option grant for the Chief Executive Officer. The purpose of the successive
option plans described elsewhere in this Proxy Statement is not only to retain
capable executive officers and other key employees, but also to provide an
inducement for them to promote the best, long-term interests of the Company and
its shareholders through their ownership of the Common Stock. The number of
options granted in each case is determined by the grantee's individual
performance and opportunity for contribution to the overall profitability of the
Company. Value added to the Company through these sustained efforts is reflected
in an appreciating equity position for each optionee as his or her options
become exercisable on an incremental basis over a period of years.
During fiscal 1993, all the actions and recommendations of this Committee
which required Board approval were ratified unanimously by the full Board of
Directors. Furthermore, it should be noted that the specific profit targets,
strategic objectives, details of the formula used in calculating the Chief
Executive Officer's incentive compensation, and other quantitative or
qualitative factors involved confidential business information, and the specific
disclosure thereof may have a substantial adverse effect on the Company.
This report was submitted on January 5, 1994 by the undersigned, being all
the members of the Compensation and Nominating Committee:
Edward H. Meyer, Chairman
John R. Haire
H. Marshall Schwarz
Wendell M. Smith
Edmund A. Stanley, Jr.
Beverley B. Wadsworth
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Performance Graph
The following graph compares on a cumulative basis the yearly percentage
change over the last five fiscal years in (a) the total stockholder return on
the Company's Common Stock with (b) the total return on the Standard & Poor's
500 Index ("S&P 500") and (c) the total return on the Standard & Poor's
Commercial Services Index ("S&P Commercial Services"). Such yearly percentage
change has been measured by dividing (i) the sum of (A) the amount of dividends
for the measurement period, assuming dividend reinvestment, and (B) the
difference between the price per share at the end and that at the beginning of
the measurement period, by (ii) the price per share at the beginning of the
measurement period. The S&P 500 has been selected as a broad equity market
index. Inasmuch as Standard and Poor's Inc. has included the Company in its
commercial services classification, the S&P Commercial Services Index has been
chosen as an industry index. The latter includes the capital-weighted
performance results of those companies in the commercial services classification
that are also included in the S&P 500. The price of each unit has been set at
$100 on October 31, 1988, for the preparation of the graph.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG BOWNE & CO., INC., S&P 500 AND S&P COMMERCIAL SERVICES
(FISCAL YEARS ENDING OCTOBER 31)
S&P
MEASUREMENT PERIOD BOWNE & CO., COMMERCIAL
(FISCAL YEAR COVERED) INC. SERVICES S&P 500
- --------------------- ------------ ------------ -------
1988 $100.00 $100.00 $100.00
1989 93.98 106.04 126.40
1990 72.40 81.79 116.94
1991 108.85 95.92 156.12
1992 122.47 94.72 171.66
1993 177.97 87.04 197.31
The immediately preceding sections entitled "Report of the Compensation and
Nominating Committee of the Board of Directors on Executive Compensation" and
"Performance Graph" do not constitute soliciting material for purposes of Rule
14a-9 of the Securities and Exchange Commission, will not be deemed to have been
filed with the Commission for purposes of Section 18 of the Securities Exchange
Act of 1934, and are not to be incorporated by reference into any other filing
made by the Company with the Commission.
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Ratification of Appointment of Auditors
At its meeting held December 16, 1993, the Board of Directors appointed the
accounting firm of Ernst & Young to be the auditors of the Company for the
fiscal year ending October 31, 1994, subject to the ratification of such
appointment by the affirmative vote of the holders of a majority of the
outstanding Common Stock entitled to vote at the Annual Meeting. This firm is
considered to be a well-qualified firm. Should a majority of the shares duly
voted at the Annual Meeting fail to concur in the appointment of Ernst & Young,
the selection of auditors will be reconsidered by the Board of Directors.
The Company has been informed that neither Ernst & Young nor any member
thereof has any relationship with the Company or its subsidiaries other than
that arising from such firm's employment as auditors. Representatives of Ernst &
Young are expected to be present at the Annual Meeting and will be afforded an
opportunity to make a statement, if they wish, and to respond to appropriate
stockholders' questions, if any.
The firm of Ernst & Young has served as the Company's auditors since 1991.
The services rendered by Ernst & Young to the Company with respect to the 1993
fiscal year included (1) examination of the consolidated financial statements
contained in the Company's Annual Report to Stockholders and in its Annual
Report on Form 10-K, (2) examination of the financial statements of the
Company's employee benefit plans, (3) consultation on various accounting
matters, (4) meetings with the Audit Committee of the Board of Directors, (5)
preparation of federal and state tax returns for the Company and its
subsidiaries, (6) tax services in connection with the employee benefit plans,
and (7) miscellaneous tax services as required. The Audit Committee annually
reviews the services rendered by the Company's auditors and the possible
effect thereof on auditor independence and has approved the nature of such
services.
The Board of Directors recommends a vote for the ratification of the
appointment of Ernst & Young as the Company's auditors for the fiscal year
ending October 31, 1994. The vote required for such ratification is a majority
of the votes duly cast by stockholders entitled to vote at the Annual Meeting.
Insurance Statement
Pursuant to New York State law, stockholders are advised that the Company
has renewed its insurance policy covering directors and officers of the Company
and its subsidiaries against certain liabilities they may incur in performing
their duties, and also insuring the Company against obligations to indemnify
those persons against such liabilities, for one year commencing June 16, 1993.
This coverage is provided by Federal Insurance Company with a premium of
$119,780.
Other Matters
Although there is no business, so far as is known to the Company, except
that set forth above to be presented for action by the Company's stockholders at
the Annual Meeting, it is intended that the shares represented by the proxies
solicited herewith will be voted on any other matters and proposals that may
properly come before the meeting, or any adjournment thereof, in accordance with
the discretion of the persons named therein as attorneys-in-fact and agents
unless contrary instructions are received.
Proposals of Security Holders
A proposal by a security holder intended to be presented at the Company's
1995 Annual Meeting of Stockholders and to be included in the Proxy Statement
therefor must be received at the Company's principal executive offices at 345
Hudson Street, New York, New York 10014, marked to the attention of the
Corporate Secretary, no later than October 11, 1994.
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15
AVAILABILITY OF FORM 10-K
THE COMPANY WILL PROVIDE TO ANY STOCKHOLDER WITHOUT CHARGE, UPON THE
WRITTEN REQUEST OF THAT STOCKHOLDER, A COPY OF THE COMPANY'S ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED OCTOBER 31, 1993, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. SUCH REQUESTS SHOULD BE ADDRESSED TO:
DOUGLAS F. BAUER, CORPORATE SECRETARY, BOWNE & CO., INC., 345 HUDSON STREET, NEW
YORK, NEW YORK 10014.
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED REPLY ENVELOPE TO
WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
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16
[LOGO]
Bowne & Co., Inc. PROXY
345 Hudson Street
New York, N.Y. 10014
This proxy is solicited on behalf of the Board of Directors.
Revoking any prior appointment, the undersigned hereby appoints Richard H.
Koontz and Douglas F. Bauer, and each of them, attorneys-in-fact and agents
with power of substitution, to vote as proxy for the undersigned as herein
stated, at the Annual Meeting of Stockholders of Bowne & Co., Inc., to be held
at the offices of the American Stock Exchange, 86 Trinity Place, New York, New
York, on Thursday, March 24, 1994, beginning at 11:00 A.M. local time, and at
any adjournment thereof, with respect to the number of shares the undersigned
would be entitled to vote if personally present.
The shares covered by this proxy, when properly executed, will be voted (1)
for the election of directors; (2) for the ratification of the appointment of
auditors; and (3) in accordance with the discretion of the named
attorneys-in-fact and agents on any other matters which may properly come
before the meeting, unless instructions to the contrary are indicated on the
reverse side hereof.
The undersigned hereby acknowledges receipt of a copy of the Proxy
Statement dated February 7, 1994, relating to such Annual Meeting.
(Continued, and to be dated and signed, on the other side)
17
Mark boxes /X/ in blue or black ink. Then sign, date and return this card
promptly using the enclosed envelope.
1. Election of three Class I Directors:
Richard H. Koontz
Beverley B. Wadsworth
Richard R. West
For all nominees / / Against all nominees / / Exceptions* / /
*To withhold authority to vote for any individual nominee, mark the box for
"Exceptions" and strike out that nominee's name.
2. Ratification of the appointment of Ernst & Young as auditors for fiscal
1994:
For / / Against / / Abstain / /
3. The proxies are authorized to vote in accordance with their discretion on
any other matters which may properly come before the meeting.
If you have noted an address change or comments on either side of this card,
mark here: / /
(Signatures should conform exactly to name imprinted
on this card. Executors, administrators, guardians,
trustees, attorneys-in-fact and officers signing for
corporations should state full title or signatory
capacity.)
Dated _________________________________ , 1994
Signed _______________________________________
______________________________________________
18
[LOGO]
Bowne & Co., Inc. PROXY
345 Hudson Street
New York, N.Y. 10014
This proxy is solicited on behalf of the Board of Directors.
Revoking any prior appointment, the undersigned hereby appoints
Richard H. Koontz and Douglas F. Bauer, and each of them,
attorneys-in-fact and agents with power of substitution, to vote as proxy
for the undersigned as herein stated, at the Annual Meeting of
Stockholders of Bowne & Co., Inc., to be held at the offices of the
American Stock Exchange, 86 Trinity Place, New York, New York, on
Thursday, March 24, 1994, beginning at 11:00 A.M. local time, and at any
adjournment thereof, with respect to the number of shares the undersigned
would be entitled to vote if personally present.
The shares covered by this proxy, when properly executed, will be
voted (1) for the election of directors; (2) for the ratification of the
appointment of auditors; and (3) in accordance with the discretion of the
named attorneys-in-fact and agents on any other matters which may properly
come before the meeting, unless instructions to the contrary are indicated
on the reverse side hereof.
The undersigned hereby acknowledges receipt of a copy of the Proxy
Statement dated February 7, 1994, relating to such Annual Meeting.
(Continued, and to be dated and signed, on the other side)
19
Mark boxes /// or /X/ in blue or black ink. Then sign, date and return this
card promptly using the enclosed envelope.
1. Election of three Class I Directors:
Richard H. Koontz
Beverley B. Wadsworth
Richard R. West
/ / For all nominees / / Against all nominees / / Exceptions*
*To withhold authority to vote for any individual nominee, mark the box for
"Exceptions" and strike out that nominee's name.
2. Ratification of the appointment of Ernst & Young as auditors for
fiscal 1994:
/ / For / / Against / / Abstain
3. The proxies are authorized to vote in accordance with their discretion on
any other matters which may properly come before the meeting.
(Signatures should conform exactly to name
imprinted on this card. Executors, administrators,
guardians, trustees, attorneys-in-fact and
officers signing for corporations should state
full title or signatory capacity.)
Dated _________________________________, 1994
Signed _______________________________________
______________________________________________
20
[LOGO]
Bowne & Co., Inc. VOTING INSTRUCTIONS
345 Hudson Street (Employees' Stock Purchase Plan)
New York, N.Y. 10014
Your signature is solicited on behalf of the Board of Directors.
Revoking any prior instructions, the undersigned participant in the Bowne &
Co., Inc. Employees' Stock Purchase Plan (the "Plan"), as beneficial owner of
certain shares under the Plan, hereby instructs the Trustees of the Plan and
their proxies to vote as indicated on the reverse side hereof at the Annual
Meeting of Stockholders of Bowne & Co., Inc., to be held at the offices of the
American Stock Exchange, 86 Trinity Place, New York, New York, on Thursday,
March 24, 1994, beginning at 11:00 A.M. local time, and at any adjournment
thereof, with respect to the aggregate number of shares held by the Trustees
for the account of the undersigned as of February 2, 1994. Any shares under the
Plan as to which no such voting instructions are received will be voted by the
Trustees in their sole discretion.
The undersigned hereby acknowledges receipt of a copy of the Proxy
Statement dated February 7, 1994, relating to such Annual Meeting.
(Continued, and to be dated and signed, on the other side)
21
Mark boxes /// or /X/ in blue or black ink. Then sign, date and return this
card promptly using the enclosed envelope.
1. Election of three Class I Directors:
Richard H. Koontz
Beverley B. Wadsworth
Richard R. West
/ / For all nominees / / Against all nominees / / Exceptions*
*To withhold authority to vote for any individual nominee, mark the box for
"Exceptions" and strike out that nominee's name.
2. Ratification of the appointment of Ernst & Young as auditors for
fiscal 1994:
/ / For / / Against / / Abstain
3. The Trustees are authorized to vote in accordance with their discretion on
any other matters which may properly come before the meeting.
(Signature should conform exactly to name imprinted on
this card.)
Dated _____________________________________ , 1994
Signed_____________________________________________