11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND
SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
|
|
þ |
Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 |
(No Fee Required)
For the Fiscal Year Ended December 31, 2004
OR
|
|
o |
Transition report pursuant to Section 15(d) of the
Securities Exchange Act of 1934 |
(No Fee Required)
For the transition period
from to
Commission file number 1-5842
A. Full title of the plan and the
address of the plan, if different from that of the issuer named
below:
Bowne & Co., Inc.
Global Employee Stock Purchase Plan
B. Name of issuer of the securities
held pursuant to the plan and the address of its principal
executive office:
BOWNE & CO., INC.
345 Hudson Street
New York, New York 10014
(212) 924-5500
BOWNE & CO., INC.
GLOBAL EMPLOYEE STOCK PURCHASE PLAN
TABLE OF CONTENTS
Items 1 and 2. Financial Statements
Exhibit
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Trustees of the
Bowne & Co., Inc.
Global
Employee Stock Purchase Plan:
We have audited the accompanying statements of financial
condition of the Bowne & Co., Inc. Global Employee
Stock Purchase Plan (the Plan) as of
December 31, 2004 and 2003, and the related statements of
income and changes in plan equity for each of the years in the
three-year period ended December 31, 2004. These financial
statements are the responsibility of the Plans Trustees.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of the Bowne & Co., Inc. Global Employee Stock Purchase
Plan as of December 31, 2004 and 2003, and the results of
its operations for each of the years in the three-year period
ended December 31, 2004, in conformity with
U.S. generally accepted accounting principles.
/s/ KPMG LLP
New York, New York
March 30, 2005
F-1
BOWNE & CO., INC.
GLOBAL EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Assets:
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$ |
3,426 |
|
|
$ |
|
|
|
Contributions receivable from participating companies
|
|
|
15,664 |
|
|
|
13,706 |
|
|
Investment in Bowne & Co., Inc. Common Stock, at market
value 50,540 shares in 2004 and 44,054 in 2003
(cost $660,830 in 2004 and $553,294 in 2003)
|
|
|
821,780 |
|
|
|
597,370 |
|
|
Other investments, at market value
|
|
|
21,900 |
|
|
|
22,965 |
|
|
|
|
|
|
|
|
|
Plan equity
|
|
$ |
862,770 |
|
|
$ |
634,041 |
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
F-2
BOWNE & CO., INC.
GLOBAL EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Investment activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net appreciation (depreciation) in market value of
investments
|
|
$ |
125,878 |
|
|
$ |
88,434 |
|
|
$ |
(146,526 |
) |
|
Realized gain (loss) from sales of investments
|
|
|
12,156 |
|
|
|
(36,342 |
) |
|
|
92,786 |
|
|
Dividend income
|
|
|
4,386 |
|
|
|
3,309 |
|
|
|
3,188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
142,420 |
|
|
|
55,401 |
|
|
|
(50,552 |
) |
Contributions by:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employees
|
|
|
115,701 |
|
|
|
101,060 |
|
|
|
186,411 |
|
|
Participating companies
|
|
|
67,414 |
|
|
|
59,163 |
|
|
|
137,036 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contributions
|
|
|
183,115 |
|
|
|
160,223 |
|
|
|
323,447 |
|
|
|
|
|
|
|
|
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to former participants
|
|
|
96,806 |
|
|
|
395,709 |
|
|
|
278,417 |
|
|
|
|
|
|
|
|
|
|
|
Net additions to (reductions of) plan equity
|
|
|
228,729 |
|
|
|
(180,085 |
) |
|
|
(5,522 |
) |
|
Beginning of year
|
|
|
634,041 |
|
|
|
814,126 |
|
|
|
819,648 |
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
$ |
862,770 |
|
|
$ |
634,041 |
|
|
$ |
814,126 |
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
F-3
BOWNE & CO., INC.
GLOBAL EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003
(1) Description of the Plan
The following description of the Bowne & Co., Inc.
Global Employee Stock Purchase Plan (GESPP or the
Plan) provides only general information.
Participants should refer to the plan agreement for a more
complete description of the Plans provisions.
(a) General
The GESPP was adopted July 1, 1999 and is intended to
provide eligible employees who are not residents of the United
States with an opportunity to share, as stockholders, in the
Companys progress and success and encourage them to build
added financial resources during their careers with the
subsidiaries and affiliates of Bowne & Co., Inc.
(Bowne or, collectively, the Company).
The Plan allows participants to make deposits from their
periodic pay by payroll deductions into an account held with the
Plans fiduciary that will invest primarily in the Common
Stock of Bowne. Employees of participating foreign subsidiaries
of the Company are eligible to participate in the Plan upon
completion of any probation period required by the subsidiary.
(b) Contributions
The participants of the United Kingdom, Germany, Singapore, Hong
Kong, France, and Mexico can contribute up to
£120, 180,
S$340,
HK$1,600, 180
and 2,000 pesos per month, respectively. The Plan allows each of
the Companys participating foreign subsidiaries to
contribute an amount to the Plans fund on behalf of each
participant. Each pay period the Company will make a matching
contribution equal to fifty percent (50%) of the
participants basic deposit for that period except in the
United Kingdom, where the Company will match 100% not to exceed
£60 per month. The matching contribution will be paid
to the Plan fund in the same manner and at the same time as the
deposits of the participants.
(c) Investment of
Funds
In accordance with the Plan and the fiduciary contract, all
amounts received under the Plan for a participating period are
delivered to the fiduciary and will be invested in Bowne Common
Stock on or before the 15th day of each month, except in France
where French law requires that at least
1/3
of the amounts received from participants are to be invested in
French securities and the remaining
2/3
can be invested in Bowne Common Stock. Dividends received by the
Plan will be similarly invested, except in the United Kingdom
where actual dividends are only invested up to
£1,500 per participant, and the excess is paid in cash
to the participant. All shares will be purchased in the open
market. Each participant in the Plan is entitled to exercise
voting rights attributable to the shares allocated to his or her
account.
(d) Sales and
Distribution of Shares
A participant who has an account balance may withdraw either
stocks and/or the cash equivalent value of all of his or her
vested balance. The cash withdrawal will be paid in a single
lump-sum payment in the local currency as soon as practicable
after a sales date. Sales will occur on the last business day of
each month. An election to withdraw less than the total cash
equivalent value of all of a participants available vested
shares is not permitted.
Generally participants vest in matching shares after five years
of service with the Company, or if the participant retires,
dies, or becomes disabled. A participant in the United Kingdom
however, may not make a withdrawal of matching shares and shares
acquired by the reinvestment of dividends until those shares
have been credited to his or her account for at least
36 months. In Mexico a participant may not make a
withdrawal of any shares until the shares have been credited to
his or her account for at least 36 months, and in France,
F-4
BOWNE & CO., INC.
GLOBAL EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
the shares become available after July 1st of the
fifth year following the year of acquisition. Forfeited balances
may be refunded to the Company or held to reduce future employer
contributions.
(e) Plan
Expenses
Administrative expenses are paid by the Company.
(f) Plan
Termination
Although it has not expressed any intent to do so, the Company
reserves the right to discontinue contributions at any time and
to terminate the Plan subject to the Plan provisions. Upon such
termination of the Plan, participants will become 100% vested in
their accounts and the interest of each participant will be
distributed to such participant or his or her beneficiary at the
time prescribed by the Plan terms.
(2) Summary of Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared on the
accrual basis of accounting. Accordingly, contributions
receivable at any year end represent employee deductions and
Company contributions for the month of December. The investment
in French securities consist primarily of low risk mutual funds
and are classified as other investments in the Statements of
Financial Condition as of December 31, 2004 and 2003. All
amounts are in U.S. dollars except where noted. Financial
statements of international plans are translated into U.S.
dollars using the exchange rate at each balance sheet date for
assets and liabilities and a weighted-average exchange rate for
each period for investment activity, contributions and
distributions.
Investment Valuation
The assets of the Plan are recorded at market value. The shares
of Bowne Common Stock are measured by the closing price listed
by the New York Stock Exchange. Investments in commingled funds
are valued at the market value as determined by the investment
manager based on the fair value of the underlying securities
obtained from national exchanges. Purchases and sales of
securities are recorded on a trade-date basis.
Dividends are recorded on the ex-dividend date and are
reinvested for the benefit of the participants.
Use of Estimates
The preparation of financial statements, in conformity with
accounting principles generally accepted in the United States of
America, requires management to make estimates and assumptions
that affect the reported amounts of assets, liabilities, and
changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
Reclassifications
Certain prior year amounts have been reclassified to conform to
the 2004 presentation.
(3) Administration of Plan Assets
The Plans assets, which consist primarily of shares of
Bowne Common Stock, are held by the Plans Trustee, which
also executes the Plans transactions. The Trustee invests
cash received and makes distributions to participants. The Plan
is administered by two third-party companies that specialize in
plan administration services, and certain administrative
functions are performed by employees or officers of the Company
or its subsidiaries. No such officer or employee receives
compensation from the Plan.
F-5
BOWNE & CO., INC.
GLOBAL EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
As of December 31, 2004 and 2003 the number of shares of
Bowne Common Stock held in the Plans trust and the number
of participants were:
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Shares of Bowne Common Stock held in the Plans trust fund
|
|
|
50,540 |
|
|
|
44,054 |
|
|
|
|
|
|
|
|
Number of participants
|
|
|
66 |
|
|
|
63 |
|
|
|
|
|
|
|
|
(4) Tax Status
The GESPP operates for the benefit of the Companys
employees outside the United States and is not subject to
provisions of the U.S. Internal Revenue Code or the
Employer Retirement Income Security Act. The Plan and its
related trust are designed to be exempt from direct taxation by
any taxing authority, but, depending on local laws and
regulations, participants may be subject to taxation on Company
contributions and sales of the stock.
(5) Concentration of Risks and Uncertainties
The Plan invests in investment securities, primarily
Bowne & Co., Inc. common stock. Investment securities
are exposed to various risks, such as interest rate, market, and
credit risks. Due to the level of risk associated with
investment securities, it is at least reasonably possible that
changes in the values of the investment securities will occur in
the near term and that such changes could materially affect the
amounts reported in the Statement of Financial Condition.
F-6
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Trustees have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
Bowne & Co., Inc. |
|
Global Employee Stock Purchase Plan |
|
|
|
|
|
C. Cody Colquitt |
|
Senior Vice President and Chief Financial Officer |
Dated: March 31, 2005