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                                                                     EXHIBIT 3.5
 
                               BOWNE & CO., INC.
                                    BY-LAWS
 
                           (AS OF SEPTEMBER 26, 1996)
 
                              ARTICLE I -- OFFICES
 
Section 1.  Principal Office
 
     The principal office of the Corporation shall be located in the City of New
York, County and State of New York.
 
Section 2.  Additional Offices
 
     The Corporation may also have offices and places of business at such
places, within or without the State of New York, as the Board of Directors may
from time to time determine or the business of the Corporation may require.
 
                     ARTICLE II -- MEETINGS OF SHAREHOLDERS
 
Section 1.  Annual Meeting
 
     The annual meeting of the shareholders of the Corporation for the election
of directors and for the transaction of such other business as may properly be
brought before the meeting shall be held at such hour, date and place within or
without the State of New York as shall be determined by the Board of Directors
and stated in the notice of meeting thereof.
 
Section 2.  Special Meetings
 
     Special meetings of shareholders for the election of directors or for any
other purpose may be held at such time and place, within or without the State of
New York, as shall be stated in the notice of the meeting.
 
     Special meetings of shareholders for any purpose or purposes, unless
otherwise prescribed by statute or by the Certificate of Incorporation, may be
called by resolution of the Board of Directors or by the President, and shall be
called by the President or Secretary at the request in writing of a majority of
the Board of Directors, or at the request in writing of a majority of the
shareholders entitled to vote on the action proposed to be taken. Such request
shall state the purpose or purposes of the proposed meeting.
 
Section 3.  Notice of Shareholder Meeting
 
     Written notice of every meeting of shareholders, stating the place, date,
and hour of the meeting, the purpose or purposes for which the meeting is
called, and, unless it is the annual meeting, by or at whose direction it is
being issued, shall be served personally or by mail upon each shareholder
entitled to vote thereat not less than ten (10) nor more than fifty (50) days
prior to the meeting. If, at any meeting, action is proposed to be taken which
would, if taken, entitle shareholders fulfilling the requirements of Section 623
of the New York Business Corporation Law (procedure to enforce shareholder's
right to receive payment for shares) to receive payment for their shares, the
notice of such meeting shall include a statement of that purpose and to that
effect.
 
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     If mailed, such notice shall be directed to a shareholder at his address as
it shall appear on the books of the Corporation unless he shall have filed with
the Secretary of the Corporation a written request that notices intended for him
shall be mailed to the address designated in such request.
 
Section 4.  Quorum
 
     The holders of a majority of the shares issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall be necessary
to and shall constitute a quorum at all meetings of the shareholders for the
transaction of business, except as otherwise provided by statute or by the
Certificate of Incorporation or these By-Laws. If a quorum shall not be present
or represented, the shareholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At any such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.
 
Section 5.  Voting
 
     Directors shall, except as otherwise required by law or by the Certificate
of Incorporation as permitted by law, be elected by a plurality of the votes
cast at a meeting of shareholders by the holders of shares entitled to vote in
the election.
 
     Whenever any corporate action, other than the election of directors, is to
be taken by vote of the shareholders, it shall, except as otherwise required by
law or by the Certificate of Incorporation as permitted by law, be authorized by
a majority of the votes cast at a meeting of shareholders by the holders of
shares entitled to vote thereon.
 
Section 6.  Proxies
 
     Every proxy must be signed by the shareholder or his attorney-in-fact. No
proxy shall be valid after the expiration of eleven months from the date thereof
unless otherwise specified therein. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by law.
 
Section 7.  Consents
 
     Whenever by any provision of law, the vote of shareholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action, the meeting and vote of shareholders may be dispensed with if all the
shareholders who would have been entitled to vote upon the action, if such
meeting were held, shall consent in writing to such corporate action being
taken. However, this section shall not be construed to alter or modify any
provision of law under which the written consent of the holders of less than all
outstanding shares is sufficient for corporate action.
 
Section 8.  Record Date
 
     For the purpose of determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action affecting the
interests of shareholders, the Board of Directors may fix, in advance, a record
date. Such date shall not be more than fifty (50) nor less than ten (10) days
before the date of any such meeting, nor more than fifty (50) days prior to any
other action.
 
     In each such case, except as otherwise provided by law, only such persons
as shall be shareholders of record on the date so fixed shall be entitled to
notice of, and to vote at, such meeting and any adjournment thereof, or to
express such consent or dissent, or to receive payment of such dividend or such
allotment of rights, or otherwise to be recognized as shareholders for the
related purpose, notwithstanding any registration of transfer of shares on the
books of the Corporation after any such record date so fixed.
 
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                            ARTICLE III -- DIRECTORS
 
Section 1.  Number; Tenure
 
     The number of directors to constitute the first Board of Directors shall be
the number specified in the Statement of Organization of the Corporation
executed by the incorporator. Thereafter, the Board of Directors shall consist
of not fewer than six nor more than ten directors as shall be fixed from time to
time by resolution adopted by a vote of a majority of the Board of Directors
then in office at a meeting thereof.
 
     Directors shall be elected at the annual meeting of shareholders in the
manner and for the terms specified in the Certificate of Incorporation, and,
except as provided in Section 2 of this Article III, each director shall be
elected to serve until his successor has been elected and has qualified.
 
Section 2.  Resignation; Removal
 
     Any director may resign at any time. Any director may be removed for cause
by action of the Board or vote of the shareholders, but no director shall be
removed without cause.
 
Section 3.  Vacancies
 
     If any vacancy occurs in the Board of Directors by reason of the death,
resignation, retirement, disqualification or removal from office of any director
with cause, or if any new directorships are created, the directors then in
office, although less than a quorum, may by majority vote, choose a successor or
successors, or fill any newly created directorship, and the directors so chosen
shall hold office until the next annual meeting of shareholders and until their
successors have been elected and have qualified.
 
Section 4.  Nominations
 
     Nominations for the election of directors may be made by the Board of
Directors or, subject to the following, by any stockholder entitled to vote for
the election of directors. Any such stockholder may nominate a person or persons
for election as a director only if written notice of such stockholder's intent
to make such nomination is given to the Secretary of the Corporation, either by
personal delivery or by United States mail, postage paid, not later than (a)
with respect to an election to be held at an annual meeting of stockholders, 90
days in advance of such meeting, or (b) with respect to an election to be held
at a special meeting of stockholders for the election of directors, the close of
business on the seventh day following the date on which notice of such special
meeting is first given to stockholders. Each such notice shall set forth the
name and address of the stockholder who intends to make the nomination and of
each person to be nominated for election as a director; a representation that
the stockholder is a holder of record of stock of the Corporation entitled to
vote at such meeting and intends to appear in person or by proxy at the meeting
to nominate the person or persons specified in the notice; a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons, naming such persons, pursuant to which the nomination
or nominations are to be made by the stockholder; such other information
regarding each nominee proposed by such stockholder as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission if such nominee had been nominated, or was
intended to be nominated, for election as a director by the Board of Directors;
and the consent of each nominee to serve as a director of the Corporation if so
elected. The Board of Directors may refuse to acknowledge the nomination of any
person not made in compliance with the foregoing.
 
                      ARTICLE IV -- MEETINGS OF THE BOARD
 
Section 1.  Place
 
     The Board of Directors of the Corporation may hold meetings, both regular
and special, either within or without the State of New York. Any one or more
members of the Board of Directors, or any committee thereof, may, unless
otherwise restricted by the Certificate of Incorporation or these by-laws,
participate in a
 
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meeting of the Board of Directors, or any committee thereof, by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
shall constitute presence in person at the meeting.
 
Section 2.  Regular Meetings
 
     A regular meeting of the Board of Directors may be held immediately
following the annual meeting of stockholders in each year without notice,
provided a quorum shall be present. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as shall from time to
time be determined by the Board.
 
Section 3.  Special Meetings
 
     Special meetings of the Board of Directors may be called by the Chairman of
the Board, if any, or by the President on two days' notice to each director,
either personally or by mail or telegram. Notice of any special meeting of the
Board of Directors need not be given to any director who submits a signed waiver
of notice, whether before or after the meeting, or who attends the meeting
without protesting, prior thereto or at its commencement, the lack of such
notice to him.
 
Section 4.  Quorum; Voting
 
     At all meetings of the Board of Directors the presence of not less than a
majority of the entire Board shall be necessary to constitute a quorum for the
transaction of business, and the vote of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board of
Directors except as may be otherwise specifically provided by law.
 
     In determining the presence of a quorum at a meeting which approves a
contract or other transaction between the Corporation and one or more of its
directors, or between the Corporation and any other corporation, firm,
association or other entity in which one or more of its directors are directors
or officers or are financially interested, the common or interested directors
shall be counted. If a quorum shall not be present at any meeting of the Board
or Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
 
                      ARTICLE V -- COMMITTEES OF THE BOARD
 
Section 1.  Designation
 
     The Board of Directors, by resolution adopted by a majority of the entire
Board, may designate from among its members an Executive Committee consisting of
three (3) or more directors. The Board of Directors, by resolution adopted by a
majority of the entire Board, may designate from among its members one or more
additional committees, each consisting of three (3) or more directors, and each
of which shall have such powers and duties as shall be fixed by the Board.
However, no such committee shall have authority as to any of the following
matters:
 
     (a) the submission to shareholders of any action as to which shareholders'
         authorization is required by law;
 
     (b) the filling of vacancies in the Board of Directors or on any committee;
 
     (c) the fixing of compensation of any director for serving on the Board or
         on any committee;
 
     (d) the amendment or repeal of these by-laws, or the adoption of new
         by-laws; or
 
     (e) the amendment or repeal of any resolution of the Board which by its
         terms shall not be so amendable or repealable.
 
     The Board may designate one or more directors as alternate members of any
such committee who may replace any absent member or members at any meeting of
such committee.
 
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Section 2.  Tenure; Reports
 
     Each such committee shall serve at the pleasure of the Board. It shall keep
minutes of its meetings and report the same to the Board.
 
Section 3.  Executive Committee
 
     Except as set forth in Section 1 of this Article V, the Executive Committee
shall have, between meetings of the Board, all the powers of the Board of
Directors in the management of the business and affairs of the Corporation and
may exercise such powers to the full extent the Board might exercise such powers
as though it were in session.
 
                             ARTICLE VI -- OFFICERS
 
Section 1.  Appointment
 
     The Board of Directors shall appoint a President, a Secretary and a
Treasurer. The Board of Directors may also appoint one or more Vice Presidents
and such other officers as it may determine.
 
Section 2.  Term of Office; Removal; Vacancies
 
     All officers shall be appointed by the Board of Directors and shall hold
office until the next annual meeting of stockholders and until their successors
are appointed and have qualified. Any officer may be removed with or without
cause at any time by the Board of Directors. If any office becomes vacant for
any reason, the Board of Directors shall fill such vacancy.
 
Section 3.  Compensation
 
     The compensation of all officers of the Corporation shall be fixed by the
Board of Directors.
 
Section 4.  The President
 
     The President may be the chief executive officer of the Corporation and in
the absence of the Chairman of the Board may preside at all meetings of the
shareholders and directors; he may effectuate policy decisions and orders of the
Board and see that all resolutions of the Board of Directors are carried into
effect. The President shall have such other powers and duties as may from time
to time be assigned by the Board.
 
Section 5.  Vice President
 
     The Vice President, or Vice Presidents, shall have such powers and duties
as may be designated by the Board of Directors.
 
Section 6.  The Secretary
 
     The Secretary shall attend all meetings of the Board and all meetings of
the shareholders and record all votes and prepare the minutes of all proceedings
in a book, to be kept for that purpose. He shall give, or cause to be given,
notice of all meetings of shareholders and all special meetings of the Board of
Directors and shall perform such other duties as may be designated by the Board
of Directors. He shall keep in safe custody the seal of the Corporation and,
when authorized by the Board, affix the same to any instrument requiring it and,
when so affixed, it shall be attested by his signature, or the signature of an
Assistant Secretary. He shall keep safe custody of the stock certificate books
and shareholder records.
 
Section 7.  The Treasurer
 
     The Treasurer shall have care and custody of the funds of the Corporation
and its other valuable effects, including securities, and he shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all monies and other valuable effects in the care
and to the
 
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credit of the Corporation in such depositories as may be designated by the Board
of Directors. The Treasurer shall disburse the funds of the Corporation as
ordered by the Board. If required by the Board of Directors, the Treasurer shall
give the Corporation a bond for such term, in such sum and with such surety or
sureties as shall be satisfactory to the Board for the faithful performance of
the duties of his office.
 
                       ARTICLE VII -- SHARE CERTIFICATES
 
Section 1.  Form, Signature and Transfer
 
     Certificates for stock shall be in such form as the Board of Directors may
from time to time prescribe and shall be signed by the President or a Vice
President and the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary, and may be countersigned and registered in such manner and
by such transfer agents and registrars as the Board may prescribe. Each
certificate shall bear the corporate seal or a printed or engraved facsimile
thereof and where any certificate is signed by a transfer agent or transfer
clerk and by a registrar, the signature or signatures of any officers of the
Corporation upon such certificate may be facsimile, engraved or printed;
provided that where the certificate is manually signed by a registrar other than
the Corporation or any employee of the Corporation, the signature of the
transfer agent or transfer clerk may be facsimile, engraved or printed. Shares
of stock of the Corporation shall be transferable or assignable on the books of
the Corporation only by the holders in person or by a duly authorized attorney,
and only upon the surrender for cancellation of the certificates therefor
accompanied by a duly executed assignment and power of attorney endorsed thereon
or attached thereto and such proof or a guarantee of authenticity of the
signature as the Corporation or its agents may reasonably require. The
Corporation may treat the holder of record of any share or shares of stock as
the holder in fact thereof and need not recognize any other claim thereto or
interest therein on the part of any other person, whether or not it has express
or other notice thereof, except as otherwise expressly provided by law. Lost or
destroyed certificates may be replaced in accordance with such regulations as
the Board of Directors may prescribe.
 
                       ARTICLE VIII -- GENERAL PROVISIONS
 
Section 1.  Checks
 
     All checks or demands for money and notes or other instruments evidencing
indebtedness or obligations of the Corporation shall be signed by such officer
or officers or such other persons as the Board of Directors may from time to
time designate.
 
Section 2.  Fiscal Year
 
     The fiscal year of the Corporation shall be fixed, and shall be subject to
change, by the Board of Directors.
 
Section 3.  Corporate Seal
 
     The corporate seal of the Corporation shall be in such form as the Board of
Directors shall prescribe. The corporate seal on any corporate bond or other
obligation for the payment of money may be a facsimile, engraved or printed.
 
                            ARTICLE IX -- AMENDMENTS
 
Section 1.  Power to Amend
 
     The Board of Directors shall have the power to amend, repeal or adopt
by-laws at any regular or special meeting of the Board. However, any by-laws
adopted by the Board may be amended or repealed by vote of a majority of the
holders of shares of capital stock at any meeting.
 
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                          ARTICLE X -- INDEMNIFICATION
 
Section 1.  Indemnification of Officers, Directors, Employees and Agents
 
     The Corporation shall, to the fullest extent permitted by Sections 721
through 726 of the New York Business Corporation Law, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under said sections from and against any and all expenses, liabilities
or other matters referred to in or covered by said sections, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those persons, other than directors or officers, may be entitled
under any agreement, vote of shareholders or directors or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such person.
 
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