AMENDMENT NO. 1 TO FORM 10-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/ A
(Amendment No. 1)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2004, |
or |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the Transition period
from to |
Commission File No. 1-5842
Bowne & Co., Inc.
(Exact name of Registrant as specified in its charter)
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Delaware |
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13-2618477 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
345 Hudson Street
New York, New York |
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10014
(Zip code) |
(Address of principal executive offices) |
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(212) 924-5500
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class |
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Name of Each Exchange on Which Registered |
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Common Stock, Par Value $.01 |
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New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the
Act:
None
(Title of class)
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 þ No o
Indicate by check mark if 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
Registrants 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. o
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Exchange Act Rule 12b-2).
Yes þ No o
The aggregate market value of the Common Stock issued and
outstanding and held by nonaffiliates of the Registrant as of
February 28, 2005, based upon the closing price for the
Common Stock on the New York Stock Exchange on June 30,
2004, was $511,639,030. For purposes of the foregoing
calculation, the Registrants 401(K) Savings Plan and its
Global Employees Stock Purchase Plan are deemed to be affiliates
of the Registrant.
The Registrant had 33,790,829 shares of Common Stock
outstanding as of February 28, 2005.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the documents of the Registrant listed below
have been incorporated by reference into the indicated parts of
this report:
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Notice of Annual Meeting of Stockholders and Proxy Statement
dated April 11, 2005
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Part III, Items 10-12 |
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EXPLANATORY NOTE
Bowne & Co., Inc. (the Company) is filing
this Amendment No. 1 to its Annual Report on Form 10-K
for the year ended December 31, 2004, as filed with the
Securities and Exchange Commission on March 16, 2005. This
filing amends the original filing as follows:
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Item 9A is amended to update Managements Annual
Report on Internal Control Over Financial Reporting to include
managements assessment of the effectiveness of the
Companys internal control over financial
reporting, and |
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The related auditors report of the independent registered
public accounting firm is included. |
This Amendment No. 1 is filed pursuant to Securities and
Exchange Commission Release No. 34-50754 which provides up
to 45 additional days beyond the date of the original filing for
the filing of the above information.
As a result of these amendments, the certifications pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, filed as
exhibits to the original filing, have been re-executed and
re-filed as of the date of this Form 10-K/A. In addition,
the independent registered public accounting firm has provided
an updated consent, also filed as an exhibit.
Except for the amendments described above, this Form 10-K/A
does not modify or update any previously reported financial
statements, results of operations, or any other related
financial disclosures.
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Item 9A. |
Controls and Procedures |
(a) Disclosure Controls and Procedures. The Company
maintains a system of controls and procedures designed to
provide reasonable assurance as to the reliability of the
financial statements and other disclosures included in this
report, as well as to safeguard assets from unauthorized use or
disposition. The Companys management, under the
supervision of and with the participation of the Chief Executive
Officer and Chief Financial Officer, evaluated the effectiveness
of the design and operation of the Companys disclosure
controls and procedures as of December 31, 2004, pursuant
to Exchange Act Rule 13a-15(e) and 15d-15(e) (the
Exchange Act). Based on that evaluation, and because
of the material weaknesses in internal control over financial
reporting discussed below, the Chief Executive Officer and Chief
Financial Officer concluded that the Companys disclosure
controls and procedures were not effective in ensuring that all
material information required to be filed or submitted under the
Exchange Act has been made known to them in a timely fashion.
During the first quarter of 2005, the Company has implemented
additional controls and procedures in order to remediate the
material weaknesses discussed below, and it is continuing to
assess additional controls that may be required to remediate
these material weaknesses. The Company believes that the
previously filed financial statements included in its
Form 10-K for the year ended December 31, 2004 fairly
present the financial condition and results of operations for
the fiscal years presented.
(b) Managements Annual Report on Internal Control
Over Financial Reporting. The Companys management is
responsible for establishing and maintaining adequate internal
control over financial reporting, as that term is defined in
Exchange Act Rules 13a-15(f). The Companys internal
control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles. The Companys internal control over
financial reporting is supported by written policies and
procedures that: (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the Companys assets;
(2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company
are being made only in accordance with authorizations of the
Companys management and directors; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the
Companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial
statement preparation and presentation. Also, projections of any
evaluations of effectiveness to future periods are subject to
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
The Companys management has conducted an assessment of the
effectiveness of the Companys internal control over
financial reporting as of December 31, 2004, based on
criteria established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). Managements
assessment included an evaluation of the design of the
Companys internal control over financial reporting and
testing of the operating effectiveness of the Companys
internal control over financial reporting. As a result of the
material weaknesses described in the following paragraph,
management concluded that the Companys internal control
over financial reporting as of December 31, 2004 was not
effective based upon the criteria in Internal
Control Integrated Framework issued by the COSO.
A material weakness is a control deficiency, or combination of
control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected. The
Companys management has identified material weaknesses as
of December 31, 2004 within the globalization segment
related to 1) the lack of sufficient reconciliation and
review controls over purchase accounting adjustments, and
2) the lack of sufficient reconciliation and review
controls over the determination of legal entity profitability,
income tax expense and the related income tax accounts.
Specifically, the lack of sufficient reconciliation and review
controls over purchase accounting adjustments for the
globalization segment resulted in a failure to properly
eliminate depreciation expense for an acquired
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entity, and the lack of sufficient reconciliation and review
controls over the determination of legal entity profitability
for the globalization segment resulted in the incorrect
allocation of consolidated income to certain legal entities and
the determination of income tax expense and the related income
tax accounts within the globalization segment. These material
weaknesses resulted in errors in accounting that led to the
restatement of the Companys December 31, 2003 and
2002 annual consolidated financial statements to correct
previously reported depreciation expense and to the restatement
of previously reported interim financial information for the
periods ended March 31, 2004, June 30, 2004, and
September 30, 2004 to correct previously reported income
tax amounts. These restatements are discussed further in
Note 2 to the previously filed Consolidated Financial
Statements, and in the Summary of Quarterly Data in the
previously filed 2004 Form 10-K.
Managements assessment of the effectiveness of the
Companys internal control over financial reporting as of
December 31, 2004 has been audited by KPMG LLP, an
independent registered public accounting firm, as stated in
their report which is included herein.
(c) Changes in Internal Control Over Financial
Reporting. There have been no significant changes in
internal control, or in other factors that could significantly
affect internal control over financial reporting during the
fourth quarter of 2004. However, subsequent to December 31,
2004, management has taken the following actions to remediate
the material weaknesses described above:
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Formalized and enhanced processes and procedures for reconciling
and reviewing the elimination of adjustments and entries related
to purchase price adjustments for the globalization segment. |
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Implemented a more thorough and comprehensive reconciliation and
review of the profitability, tax expense and related tax
accounts associated with each legal entity in the globalization
segment. |
The Company believes that the steps outlined above will
strengthen the Companys internal control over financial
reporting and address the material weaknesses described in
(b) above.
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Report of the Independent Registered Public Accounting
Firm
The Board of Directors and Stockholders
Bowne & Co., Inc.:
We have audited managements assessment, included in the
accompanying Managements Annual Report on Internal Control
Over Financial Reporting (Item 9A(b)), that
Bowne & Co., Inc. and subsidiaries did not maintain
effective internal control over financial reporting as of
December 31, 2004, because of the effect of material
weaknesses identified in managements assessment, based on
criteria established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). Bowne & Co.,
Inc.s management is responsible for maintaining effective
internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial
reporting. Our responsibility is to express an opinion on
managements assessment and an opinion on the effectiveness
of the Companys internal control over financial reporting
based on our audit.
We conducted our audit 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 effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, evaluating
managements assessment, testing and evaluating the design
and operating effectiveness of internal control, and performing
such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable
basis for our opinion.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
A material weakness is a control deficiency, or combination of
control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected. The
following material weaknesses have been identified and included
in managements assessment as of December 31, 2004:
The Companys management has identified material weaknesses
as of December 31, 2004 within the globalization segment
related to 1) the lack of sufficient reconciliation and review
controls over purchase accounting adjustments, and 2) the
lack of sufficient reconciliation and review controls over the
determination of legal entity profitability, income tax expense
and the related income tax accounts. Specifically, the lack of
sufficient reconciliation and review controls over purchase
accounting adjustments for the globalization segment resulted in
a failure to properly eliminate depreciation expense for an
acquired entity and the lack of sufficient reconciliation and
review controls over the determination of legal entity
profitability for the globalization segment resulted in the
incorrect allocation of consolidated income to certain legal
entities and the determination of income tax expense and the
related income tax accounts within the globalization segment.
These material weaknesses resulted in errors in accounting that
led to the restatement of the Companys December 31,
2003 and 2002 annual consolidated financial statements to
correct previously reported depreciation expense and to the
restatement of previously reported interim
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financial information for the periods ended March 31, 2004,
June 30, 2004, and September 30, 2004 to correct
previously reported income tax amounts. These restatements are
discussed further in Note 2 to the previously filed
Consolidated Financial Statements and in the Summary of
Quarterly Data in the previously filed 2004 Form 10-K.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Bowne & Co., Inc. and
subsidiaries as of December 31, 2004 and 2003, the related
consolidated statements of operations, stockholders
equity, and cash flows for each of the years in the three-year
period ended December 31, 2004 and the related consolidated
financial statement schedule. The aforementioned material
weaknesses were considered in determining the nature, timing,
and extent of audit tests applied in our audit of the 2004
consolidated financial statements, and this report does not
affect our report dated March 16, 2005, which expressed an
unqualified opinion on those consolidated financial statements
and the related consolidated financial statement schedule.
In our opinion, managements assessment that
Bowne & Co., Inc. and subsidiaries did not maintain
effective internal control over financial reporting as of
December 31, 2004, is fairly stated, in all material
respects, based on criteria established in Internal
Control Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).
Also, in our opinion, because of the effect of the material
weaknesses described above on the achievement of the objectives
of the control criteria, Bowne & Co., Inc. and
subsidiaries has not maintained effective internal control over
financial reporting as of December 31, 2004, based on
criteria established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO).
/s/ KPMG LLP
New York, New York
April 27, 2005
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Item 15. |
Exhibits and Financial Statements Schedule |
(a) Documents filed as part of this Amendment No. 1
to the Annual Report on Form 10-K/ A:
(3) Exhibits:
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Exhibit | |
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Number | |
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Description |
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23 |
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Consent of KPMG LLP, Independent Registered Public Accounting
Firm |
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Certification pursuant to section 302 of the Sarbanes-Oxley
Act of 2002, signed by Philip E. Kucera, Chief Executive Officer |
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Certification pursuant to section 302 of the Sarbanes-Oxley
Act of 2002, signed by C. Cody Colquitt, Senior Vice President
and Chief Financial Officer |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Amendment No. 1 to the Annual Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
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C. Cody Colquitt |
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Senior Vice President and |
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Chief Financial Officer |
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(Principal Financial Officer) |
Dated: April 27, 2005
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