| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BOWATER INC [ BOW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/27/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/28/2004(1) | F | 434(1) | D | $46.805(1) | 1,756 | D | |||
| Common Stock | 3,942.2151(2) | I | 401(k) Plan | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $40.74 | 01/28/2004 | 01/28/2013 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Option (right to buy) | $41.875 | (3) | 01/22/2007 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Option (right to buy)(4) | $45.02 | 01/27/2004 | A | 10,000 | 01/27/2005 | 01/27/2014 | Common Stock | 10,000 | $0 | 10,000 | D | ||||
| Stock Option (right to buy) | $47.025 | 01/29/2003 | 01/29/2012 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Option (right to buy) | $48 | 01/25/2001(3) | 01/25/2010 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Option (right to buy) | $48.9687 | (3) | 01/27/2008 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Option (right to buy) | $51.93 | 01/30/2001 | 01/30/2011 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Phantom Stock Units | $0 | (5) | (5) | Common Stock | 660.6124 | 660.6124 | D | ||||||||
| Stock Appreciation Right | $39.78 | (6) | 02/22/2009 | Common Stock | 1,000 | 1,000 | D | ||||||||
| Stock Appreciation Right | $41.0312 | 01/26/2000 | 01/26/2009 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Appreciation Right | $54.84 | 05/10/2001 | 05/10/2010 | Common Stock | 16,600 | 16,600 | D | ||||||||
| Explanation of Responses: |
| 1. On or before January 14, 2004, the reporting person elected to transfer these shares back to the issuer to satisfy the issuer's obligation to withhold federal income tax resulting from the anticipated vesting on January 28, 2004, of half of the shares covered by a restricted stock grant made to the reporting person on January 28, 2003. The election provided that the transfer was to be effective as of January 14, 2004, and that the value of the shares to be transferred was to be the average of the high and low sale price on January 14, 2004. One half of the shares covered by the restricted stock grant vested on January 28, 2004, and the certificate to the company for the shares relating to the withholding obligation is dated on that date. January 28, 2004, is used as the transaction date because the reporting person did not have the right to receive and re-transfer the shares until the vesting date of January 28, 2004. The average of the high and low sale price on January 14, 2004, is used as the transaction price pursuant to the terms of the election form. |
| 2. Shares included in column 5 that represent an increase from the last report filed by the reporting person and are not otherwise accounted for by a transaction on this form were allocated under the Company's Salaried Employees Savings Plan as of the plan statement dated 12/31/2003. Additional securities may have accrued to the reporting person's account since that date. The account is subject to revisions in order to comply with requirements respecting nondiscrimination standards and limitations on contributions under the Internal Revenue code of 1986, as amended. |
| 3. These options are all exercisable. |
| 4. These options were granted under the Company's 2002 Stock Option Plan. The Plan sets forth certain earlier expiration dates upon the option holder's termination of employment or cessation of Board service, as the case may be. In addition, the exercisability of outstanding options may be accelerated as approved by the committee administering the Plan, and will be accelerated upon the occurrence of certain specified "change in control" events, in which case the options will be automatically purchased by the Company at a defined acceleration price. |
| 5. These phantom stock units were allocated under the Company's Compensatory Benefit Plan (the "Plan") and will be settled (on a 1-for-1 basis) upon the reporting person's retirement, death, disability, or other termination of employment. Units included in column 9 that represent an increase from the last report filed by the reporting person and are not otherwise accounted for by a transaction on this form were allocated under the Plan as of January 2, 2004. Additional securities may have accrued to the reporting person's account since that date. The account is subject to revision in order to comply with requirements respecting nondiscrimination standards and limitations on contributions under the Internal Revenue Code of 1986, as amended. |
| 6. These rights are all exercisable. |
| William A. McCormick, Attorney-in-Fact | 01/29/2004 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||