8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 12, 2008

Bowne & Co., Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-05842	13-2618477
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

55 Water Street, New York, New York	10041
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 212-924-5500

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On November 12, 2008, Standard & Poor’s Ratings Services placed its ‘BB-’ rating for Bowne & Co., Inc. (“the Company”) on CreditWatch with negative implications. Standard & Poor’s expects to resolve the CreditWatch listing in the next 30 days.

On November 14, 2008, Moody’s Investor Services downgraded the corporate family of Bowne & Co., Inc. to Ba3 from Ba2 and the rating on its convertible subordinated notes to B2 from B1. Moody’s also placed these ratings under review for further downgrade. The new ratings reflect the same credit rating that the Company had before Moody’s upgraded its corporate family rating to Ba2 from Ba3 in April 2008.

Copies of the press releases released by Standard & Poor’s and Moody’s are being furnished as Exhibit 99.1 and 99.2 to this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Bowne & Co., Inc.
November 14, 2008	By:	John J. Walker
		Name:	John J. Walker
		Title:	Senior Vice President and Chief Financial Officer

EX-99.1

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Exhibit 99.1

Global Credit Research
Rating Action
14 NOV 2008

Rating Action: Bowne & Co., Inc.

Moody’s downgrades Bowne CFR to Ba3, ratings under review for further downgrade

New York, November 14, 2008 — Moody’s Investors Service downgraded the corporate family rating of Bowne & Co., Inc. (Bowne) to Ba3 from Ba2 and the rating on its convertible subordinated notes to B2 from B1. The downgrade incorporates the negative impact of the deteriorating performance in Bowne’s Capital Markets segment on credit metrics, as well as a weakened liquidity profile. Moody’s expected the company’s business diversification to enable it to withstand a downturn in the capital markets, but the severity and prolonged nature of the current decline exceeds previous expectations. Furthermore, Bowne utilized its revolver to fund the repayment of the majority of its bonds when bondholders exercised put rights in October. While total debt increased only modestly (due to acquisitions), the revolver usage has reduced external liquidity sources, and the weak operating performance, combined with use of cash for acquisitions, has eroded Bowne’s internal sources.

Moody’s also placed ratings under review for further downgrade. In resolving the review, Moody’s will evaluate the cash costs and potential benefits of management’s restructuring plans, the outlook for its business in 2009, and the impact of these on the liquidity profile. Given the company’s seasonal pattern of cash usage in the first half of the year, Moody’s will focus on the company’s plans to manage cash needs during this time. A summary of today’s actions follows.

Bowne & Co., Inc.

Probability of Default Rating, Downgraded to Ba3 from Ba2

Corporate Family Rating, Downgraded to Ba3 from Ba2

Subordinate Convertible Bonds, Downgraded to B2, LGD6, 96% from B1, LGD5, 88%

Outlook, Changed To Rating Under Review From Stable

Bowne’s Ba3 corporate family rating reflects the seasonality and volatility of its cash flow and exposure to the capital markets cycle, which has depressed already modest EBITDA margins, as well as some vulnerability to the reduction in demand for printed products. Its moderate debt level, management’s track record of successful integration of acquisitions and implementation of cost cutting initiatives, and the considerable stream of recurring revenue support the ratings.

In April 2008, Moody’s upgraded Bowne’s corporate family rating to Ba2 from Ba3, based on improved free cash flow, some margin improvement, and a moderation in the share repurchase program, as well as expectations that adequate business diversification would enable the company to withstand a downturn in capital markets.

Please see the credit opinion to be posted on Moodys.com for more information.

Bowne & Co., Inc. provides global shareholder and marketing communications services, including capital markets communications, assistance with the preparation and filing of regulatory and shareholder communications online and in print, and the creation and distribution of customized communication on demand. With headquarters in New York, New York, Bowne maintains 60 offices around the globe and has approximately 3,200 employees. Its annual revenue is approximately $800 million.

New York
Karen Berckmann
Analyst
Corporate Finance Group

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Moody’s Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

New York
Andris G. Kalnins
Senior Vice President
Corporate Finance Group
Moody’s Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

^© Copyright 2008, Moody’s Investors Service, Inc. and/or its licensors including Moody’s Assurance Company, Inc. (together, “MOODY’S”). All rights reserved.

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EX-99.2

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Exhibit 99.2

Ratings

     Back

Bowne & Co. ‘BB-’ Rating Placed On Watch Neg Re: Deteriorating Operation Trends

Primary Credit Analyst:
Michael Listner, New York (1) 212-438-2788;
michael_listner@standardandpoors.com
Secondary Credit Analyst:
Ariel Silverberg, New York (1) 212-438-1807;	Publication date: 12-Nov-08, 14:04:17 EST
ariel_silverberg@standardandpoors.com	Reprinted from RatingsDirect

•  Current Ratings

NEW YORK (Standard & Poor’s) Nov. 12, 2008—Standard & Poor’s Ratings Services today said that it placed its ‘BB-’ rating for Bowne & Co. Inc. on CreditWatch with negative implications.

     “The rating action follows the company’s recently reported financial results for third-quarter 2008 and reflects our concern that given the current pace of EBITDA declines, mostly due to significantly lower transactional financial print revenue, we believe that Bowne could face a deteriorating EBITDA cushion relative to its required 3x total leverage covenant in its senior credit facility,” said Standard & Poor’s credit analyst Michael Listner.

     Although our expectations for operating performance factored in the highly cyclical nature of revenue and profitability from capital markets activities, current operating trends necessitate a reassessment of the company’s cost structure and operating strategies.

     “In resolving the CreditWatch listing, we will consider expected cash usage over the intermediate term, compared with available liquidity sources, management’s restructuring actions, progress in integrating recent acquisitions as well as synergies from these business lines, and near-to-intermediate term operating expectations in acquired businesses and non-transactional segments,” he continued.

     Standard & Poor’s expects to resolve the CreditWatch listing in the next 30 days.

     Complete ratings information is available to subscribers of RatingsDirect, the real-time Web-based source for Standard & Poor’s credit ratings, research, and risk analysis, at www.ratingsdirect.com. All ratings affected by this rating action can be found on Standard & Poor’s public Web site at www.standardandpoors.com; select your preferred country or region, then Ratings in the left navigation bar, followed by Credit Ratings Search.

Analytic services provided by Standard & Poor’s Ratings Services (Ratings Services) are the result of separate activities designed to preserve the independence and objectivity of ratings opinions. The credit ratings and observations contained herein are solely statements of opinion and not statements of fact or recommendations to purchase, hold, or sell any securities or make any other investment decisions. Accordingly, any user of the information contained herein should not rely on any credit rating or other opinion contained herein in making any investment decision. Ratings are based on information received by Ratings Services. Other divisions of Standard & Poor’s may have information that is not available to Ratings Services. Standard & Poor’s has established policies and procedures to maintain the confidentiality of non-public information received during the ratings process.

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