11-K
Table of Contents



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 11-K
ANNUAL REPORTS OF EMPLOYEES’ 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.
401(k) Savings 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.
401(k) SAVINGS PLAN
TABLE OF CONTENTS
Items 1 and 2. Financial Statements
                 
        Page
         
         Report of Independent Registered Public Accounting Firm     F-1  
         Statements of Net Assets Available for Benefits — as of December 31, 2004 and 2003     F-2  
         Statement of Changes in Net Assets Available for Benefits — for the year ended December 31, 2004     F-3  
         Notes to Financial Statements     F-4  
         Supplemental Schedule:        
        — Schedule H, Line 4i — Schedule of Assets (Held at End of Year) as of December 31, 2004     F-10  
 EX-23: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibits
         
  23     Consent of Independent Registered Public Accounting Firm


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Trustees of the
Bowne & Co., Inc.
     401(k) Savings Plan:
      We have audited the accompanying statements of net assets available for benefits of Bowne & Co., Inc. 401(k) Savings Plan as of December 31, 2004 and 2003 and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. These financial statements are the responsibility of the Plan’s 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 audits 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 net assets available for benefits of Bowne & Co., Inc. 401(k) Savings Plan at December 31, 2004 and 2003 and the changes in net assets available for benefits for the year ended December 31, 2004 in conformity with U.S. generally accepted accounting principles.
      Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule H, Line 4i — Schedule of Assets (Held at End of Year) as of December 31, 2004 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
New York, New York
June 8, 2005

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BOWNE & CO., INC.
401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
                         
    December 31,
     
    2004   2003
         
Assets:
               
 
Investments:
               
   
Investment in marketable securities, at fair value (note 6)
  $ 209,970,718     $ 216,766,983  
   
Investment in limited partnership
    31,234       30,682  
   
Loans to participants
    6,500,520       7,170,238  
             
     
Total investments
    216,502,472       223,967,903  
             
 
Receivables:
               
   
Employee contributions
    801,289       869,712  
   
Employer contributions
    398,653       434,466  
             
     
Total receivables
    1,199,942       1,304,178  
             
       
Total assets
    217,702,414       225,272,081  
             
Liabilities:
               
   
Due to other qualified plan (note 9)
    92,504        
             
       
Total liabilities
    92,504        
             
     
Net assets available for benefits
  $ 217,609,910     $ 225,272,081  
             
See accompanying notes to financial statements.

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BOWNE & CO., INC.
401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
             
    Year Ended
    December 31,
    2004
     
Investment activity:
       
 
Net appreciation in market value of investments (note 6)
  $ 16,625,532  
 
Interest
    5,608,512  
 
Dividends
    290,696  
       
      22,524,740  
 
Interest income on participant loans
    418,681  
       
   
Total investment income
    22,943,421  
Contributions:
       
 
Employees
    14,443,409  
 
Employers
    7,001,893  
 
Rollovers
    1,157,471  
       
   
Total contributions
    22,602,773  
       
   
Total additions
    45,546,194  
       
Deductions:
       
 
Benefits paid to participants
    23,519,527  
 
Administrative expenses
    296,468  
       
   
Total deductions
    23,815,995  
       
   
Net increase before assets transfers
    21,730,199  
Asset transfers to other qualified plan (note 9)
    (29,392,370 )
       
   
Net decrease
    (7,662,171 )
Net assets available for benefits:
       
 
Beginning of period
    225,272,081  
       
 
End of period
  $ 217,609,910  
       
See accompanying notes to financial statements.

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BOWNE & CO., INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003
(1) Description of the Plan
      The following brief description of the Bowne & Co., Inc. (the Company) 401(k) Savings Plan (the Plan), provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
     (a) General
      The Plan is a defined contribution plan established November 1, 1961 covering eligible employees of participating companies of the Company. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
      Effective December 31, 2003, the Company merged the Bowne & Co., Inc. Employee Stock Purchase Plan (the ESPP) into this Plan. All of the ESPP plan assets and participant account balances were transferred to the Plan on December 31, 2003.
      At December 31, 2004 the participating companies in the Plan were as follows:
     
BGS Companies, Inc.
Bowne & Co., Inc.
Bowne Business Communications, Inc.
Bowne DecisionQuest, Inc.
Bowne Digital Solutions L.L.C.
Bowne Global Solutions, Inc.
Bowne Global Solutions II, Inc.
Bowne Information Services, Inc.
Bowne International, L.L.C.
Bowne of Atlanta, Inc.
Bowne of Boston, Inc.
  Bowne of Chicago, Inc.
Bowne of Cleveland, Inc.
Bowne of Dallas, L.P.
Bowne of Los Angeles, Inc.
Bowne of New York City, L.L.C.
Bowne of Phoenix, Inc.
Bowne of South Bend, Inc.
Bowne Publishing, L.L.C.
Bowne Translation Services, L.L.C.
FundSmith, L.L.C.
     (b) Eligibility
      The Plan covers all full-time employees of the participating companies. Effective January 1, 2004, the Plan was amended to include full-time employees of the participating companies that are covered by collective bargaining agreements, subject to certain provisions. Prior to January 2004, the Plan covered only full-time employees of the participating companies who were not covered by collective bargaining agreements. Employees are eligible to participate as of the first day of employment.
     (c) Contributions
      Participants are able to direct the Company to deposit contributions withheld through automatic payroll deductions, subject to certain limitations of up to 50% of annual compensation on a pre-tax basis and up to 15% of annual compensation on an after-tax basis (up to 10% on an after-tax basis for highly compensated employees). For calendar years ended December 31, 2004 and 2003, no participant was permitted to make pre-tax contributions to the Plan in excess of $13,000 and $12,000, respectively, (annually adjusted as provided by the Plan and the Internal Revenue Code (the Code)).
      The Company matches 100% of the first 3% of the participant’s compensation plus 50% of the next 2% of compensation after one year of eligible service. Annual discretionary profit-sharing contributions are determined by the Board of Directors of each participating company’s business segment, based on company

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BOWNE & CO., INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS — (Continued)
performance, and cannot exceed the maximum amounts allowable under the Code. There were no discretionary contributions for the years ended December 31, 2004 and 2003.
      A participant not covered by a collective bargaining agreement may make a rollover contribution to the Plan of amounts which he or she has received from another qualified plan.
     (d) Vesting
      Participants are fully vested at all times in their contribution account, rollover account, and any investment earnings related to those accounts, if applicable. The Plan provides cliff vesting in which participants become fully vested in the Company’s discretionary profit-sharing contributions after five years of credited service. Additionally, regardless of years of credited service, participants automatically become vested in company profit-sharing contributions upon the occurrence of the following events: reaching normal retirement age, plan termination, death, or permanent and total disability.
      Participants were 100% vested for employer matching contributions if they were employed by the Company as of December 31, 2002. All employees hired after January 1, 2003 must complete one year of service to be eligible for the match, and are 100% vested in the matching contributions.
      Effective January 1, 2004, a participant not covered by a collective bargaining agreement that transferred amounts to the Plan from the ESPP is 100% vested in the value of his/her previous ESPP matching contributions and employer matching contributions made on or after January 1, 2004.
      Effective February 1, 2004, a participant covered by a collective bargaining agreement that transferred amounts to the Plan from the ESPP is 100% vested in the value of his/her previous ESPP matching contributions and employer matching contributions made on or after February 1, 2004.
     (e) Participants’ Accounts
      Separate accounts are maintained for each participant and are credited with the participant’s elective contributions, company contributions, and plan earnings on both employer and employee contributions to the various investment funds. At December 31, 2004, participants can elect to have their accounts in one or more of the following funds:
        Bowne & Co. Inc. Stock Fund — invests in common stock of the Company (effective January 1, 2003);
 
        Davis New York Venture Fund, Inc. Class A — invests in common stocks of companies with market capitalization of at least $250 million;
 
        Fidelity Magellan Fund — invests mainly in the common stocks of domestic, foreign, and international companies;
 
        Morgan Stanley Global/ Equity Class B — invests primarily in equity securities of issuers throughout the world;
 
        T. Rowe Price Small-Cap Stock Fund — invests at least 65% of total assets in stocks and equity related securities of small companies included in the Russell 2000 Index;
 
        Vanguard 500 Index Fund — invests in all stocks included in the Standard and Poor’s 500 Composite Stock Price Index;
 
        Vanguard Prime Money Market Fund — invests in short-term securities issued by financial institutions, nonfinancial corporations, and the U.S. government;

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BOWNE & CO., INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS — (Continued)
        Vanguard Wellington Fund — invests an average of 65% of its assets in stocks and 35% in bonds;
 
        Vanguard International Growth Fund — invests in stocks of high quality, seasoned companies based outside of the U.S.;
 
        Vanguard Mid-Cap Index Fund — invests in all stocks included in the Standard and Poor’s MidCap 400 Index;
 
        Vanguard PRIMECAP Fund — invests in stocks of companies of above average growth or companies with bright prospects for earnings growth. This fund assesses a 1% redemption fee on shares held for less than five years;
 
        Vanguard Short-Term Corporate Fund — invests in short-term bonds, including high quality corporate and U.S. Treasury securities;
 
        Vanguard Total Bond Market Index Fund — invests in a sampling that matches key characteristics of the Lehman Brothers Aggregate Bond Index, which is aimed at seeking a high level of interest income.
      Participants not covered by collective bargaining agreements may change the investment direction of their contributions and transfer amounts from one fund to another daily (initial transfers from the ESPP were required to be invested in the Company’s common stock fund.)
      Participants covered by collective bargaining agreements can only invest in the Company’s common stock fund.
     (f) Participant Distributions
      On termination of service due to death, disability, retirement, or other reasons, a participant may elect to receive the value of the participant’s vested interest in his or her account in a lump-sum amount.
      Effective January 1, 2004, amounts transferred to the Plan from the ESPP on behalf of participants not covered by a collective bargaining agreement are able to be withdrawn in whole or in part, subject to certain Plan provisions.
      Effective February 1, 2004, pre-tax contributions to the plan on behalf of participants covered by collective bargaining agreements are eligible to be withdrawn prior to termination of employment subject to certain Plan provisions.
     (g) Forfeitures
      The nonvested portion of a participant’s account will be forfeited upon the participant’s separation from service before age 65 for reasons other than death or disability. In 2004 and 2003 forfeited amounts were used to reduce employer contributions made during such plan year or succeeding plan years and to pay the expenses of the Plan. Forfeitures used to reduce employer contributions totaled $24,616 for the year ended December 31, 2004. At December 31, 2004, forfeited nonvested accounts totaled approximately $70,245.
     (h) Loans
      The Plan provides two types of loans to participants not covered by collective bargaining agreements: general loans and home purchase loans. Participants not covered by collective bargaining agreements are limited to one outstanding loan of each type at any time. Participants not covered by collective bargaining agreements may borrow the lesser of 50% of their vested account balance or $50,000, with an annual interest rate of prime plus 1% on the outstanding balance. General loans are subject to a maximum repayment term of

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BOWNE & CO., INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS — (Continued)
5 years. Home purchase loans may extend the repayment term to fifteen years. Loan repayment is through payroll deductions.
      Amounts transferred to the Plan from the ESPP are not available to be taken as a loan, however, the amounts are included in determining the maximum amount available for a loan under the Plan.
(2)  Summary of Significant Accounting Policies
     (a)  Basis of Accounting
      The accompanying financial statements are prepared on the accrual basis of accounting.
     (b)  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 amounts could differ from those estimates.
     (c)  Investment Valuation and Income Recognition
      The Plan’s investments are stated at fair value as determined by quoted market prices. The fair value of the investment in limited partnership was determined by the Investment Manager and is based on the value of the underlying assets. Participant loans are valued at their outstanding balances, which approximate fair value.
      Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date.
     (d)  Payment of Benefits
      Benefit payments are recorded when paid.
     (e)  Concentration of Risks and Uncertainties
      The Plan may invest in various types of investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of assets available for plan benefits.
(3)  Administrative Expenses
      All investment and administrative expenses of the Plan have been paid from the assets of the Plan to the extent not paid by the Company.
(4)  Plan Termination
      Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan by action of its board of directors, subject to the provisions of ERISA. In the event of plan termination, participants will become 100% vested in their accounts.

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BOWNE & CO., INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS — (Continued)
(5)  Tax Status
      The Internal Revenue Service has determined and informed the Company by a letter dated December 10, 2001 that the Plan and related trust are designed in accordance with applicable sections of the Code. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan has been amended since receiving its last determination letter. However, the Plan administrator and the Plan’s tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt as of the financial statement date.
(6)  Investments
      Investments held by Vanguard Fiduciary Trust Company are as follows as of December 31,:
                 
    2004   2003
         
Davis New York Venture Fund, Inc. Class A
  $ 6,346,248     $ 4,640,495  
Fidelity Magellan Fund
    54,652,068 *     56,603,076 *
Morgan Stanley Global/ Equity Class B
    2,302,362       1,568,779  
T. Rowe Price Small-Cap Stock Fund
    8,840,795       6,172,591  
Vanguard 500 Index Fund
    16,980,431 *     18,681,992 *
Vanguard International Growth Fund
    2,848,904       2,881,519  
Vanguard Mid-Cap Index Fund
    4,241,022       1,241,448  
Vanguard Prime Money Market Fund
    21,560,658 *     26,913,251 *
Vanguard PRIMECAP Fund
    12,303,254 *     10,841,953  
Vanguard Short-Term Corporate Fund
    5,916,370       7,088,313  
Vanguard Total Bond Market Index Fund
    2,434,956       3,080,813  
Vanguard U.S. Growth Fund
          3,354,045  
Vanguard Wellington Fund
    52,038,477 *     54,041,658 *
Bowne & Co., Inc. Stock Fund
    19,505,173 *     19,657,050 *
             
    $ 209,970,718     $ 216,766,983  
             
 
Individual investments that represent 5% or more of the Plan’s net assets.
      Net appreciation in market value of investments for the year ended December 31, 2004 was comprised as follows:
         
Net appreciation in market value of investments in mutual funds
  $ 12,889,388  
Net appreciation in market value of investments in common stock
    3,735,592  
Net appreciation in market value of investment in limited partnership
    552  
       
Total net appreciation in market value of investments
  $ 16,625,532  
       

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BOWNE & CO., INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS — (Continued)
(7)  Nonparticipant-Directed Investments
      Information about the net assets and the significant components of the changes in net assets relating to the participants covered by collective bargaining agreements is as follows:
                     
    December 31,
     
    2004   2003
         
Net Assets:
               
 
Investments:
               
   
Bowne & Co., Inc. Stock Fund
  $ 1,338,059     $ 1,096,945  
             
           
    Year Ended
    December 31, 2004
     
Changes in Net Assets:
       
 
Contributions
  $ 114,394  
 
Dividends
    17,773  
 
Net appreciation in market value of investments
    226,575  
 
Administrative expenses
    (337 )
 
Forfeitures
    (63,522 )
 
Benefits paid to participants
    (53,769 )
       
    $ 241,114  
       
(8)  Related Party Transactions
      Certain Plan investments are shares of mutual funds managed by Vanguard Fiduciary Trust Company, who is the Trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. The Plan also invests in Bowne & Co., Inc. common stock.
(9)  Assets Transferred to Other Qualified Plan
      In November 2004, the Company sold its document outsourcing business, Bowne Business Solutions, LLC (BBS). On November 3, 2004 the Plan was amended to allow BBS employees to continue to be eligible for participation in the plan through December 31, 2004, subject to certain limitations. On December 17, 2004 the Plan was further amended to not permit BBS employees participating in the Plan to change contribution rate elections for future contributions or take new loans or hardship withdrawals effective December 23, 2004, and effective December 30, 2004 the BBS employees participating in the Plan were not permitted to reallocate their contributions amongst the Plan’s investment funds or take non-hardship withdrawals or distributions from the Plan. Effective December 31, 2004, BBS employees were no longer eligible to participate in the Plan and the amount of assets equal to the participants’ account balances under the Plan as of December 31, 2004 were transferred to a separate qualified plan (BBS Plan) for these participants. Upon the transfer of the account balances, all obligations related to the Plan ceased and the benefit payments and liabilities are obligations of the BBS Plan. As of December 31, 2004, the total amount of assets belonging to BBS employees participating in the Plan that were required to be transferred to the BBS Plan was $29,392,370. As of December 31, 2004, the Company transferred $29,299,866 to the BBS Plan. The remaining amount required to be transferred is recorded as a liability in the Statements of Net Assets Available For Benefits as of December 31, 2004.

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BOWNE & CO., INC. 401(k) SAVINGS PLAN
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
As of December 31, 2004
             
Identity of Party Involved   Description   Current Value
         
The Vanguard Group
  Davis New York Venture Fund, Inc. Class A   $ 6,346,248  
The Vanguard Group
  Fidelity Magellan Fund     54,652,068  
The Vanguard Group
  Morgan Stanley Global/Equity Class B     2,302,362  
The Vanguard Group
  T. Rowe Price Small-Cap Stock Fund     8,840,795  
The Vanguard Group
  Vanguard 500 Index Fund*     16,980,431  
The Vanguard Group
  Vanguard International Growth Fund*     2,848,904  
The Vanguard Group
  Vanguard Mid-Cap Index Fund*     4,241,022  
The Vanguard Group
  Vanguard Prime Money Market Fund*     21,560,658  
The Vanguard Group
  Vanguard PRIMECAP Fund*     12,303,254  
The Vanguard Group
  Vanguard Short-Term Corporate Fund*     5,916,370  
The Vanguard Group
  Vanguard Total Bond Market Index Fund*     2,434,956  
The Vanguard Group
  Vanguard Wellington Fund*     52,038,477  
The Vanguard Group
  Bowne & Co., Inc. Stock Fund*     19,505,173  
    Participant loans*(1)     6,500,520  
Institutional Partners, LP
  Limited Partnership     31,234  
           
        $ 216,502,472  
           
 
  * Party-in-interest as defined by ERISA.
(1)  822 loans were outstanding at 12/31/04 bearing an average interest rate of 6.12%
See accompanying independent registered public accounting firm’s report.

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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.
  401(k) Savings Plan
  By:  /s/ C. Cody Colquitt
 
 
  C. Cody Colquitt
  Senior Vice President and Chief Financial Officer
Dated: June 23, 2005