SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
DAVIS WATER & WASTE INDUSTRIES, INC.
------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
-----------------------------
(Title of Class and Securities)
239 133101
----------
(CUSIP Number of Class of Securities)
Peter M. Schoenfeld
c/o Schroder Wertheim & Co. Incorporated
787 Seventh Avenue
New York, New York 10019
(212) 492-6000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 12, 1996
-------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Statement because of
Rule 13-d-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with this Statement:
[X]
Page 1 of 9 Pages
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 239 133101 Page 2 of 9 Pages
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Schroder Wertheim & Co. Incorporated
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES 7. SOLE VOTING POWER
36,300
BENEFICIALLY
OWNED BY
EACH 8. SHARED VOTING POWER
217,700
REPORTING
PERSON
WITH 9. SOLE DISPOSITIVE POWER
36,300
10. SHARED DISPOSITIVE POWER
217,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
254,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
14. TYPE OF REPORTING PERSON
BD IA
Page 2 fo 9 pages
<PAGE>
<PAGE>
ITEM 1 SECURITY AND ISSUER
This statement relates to the common stock, $.01 par value
(the "Common Stock") of Davis Water & Waste Industries,
Inc., a Georgia corporation (the "Company"), whose principal
executive offices are located at 1820 Metcalf Avenue,
Thomasville, GA 31792.
ITEM 2 IDENTITY AND BACKGROUND
This statement on Schedule 13D is filed by Schroder Wertheim
& Co. Incorporated ("Schroder Wertheim" or the "Reporting
Person"), a Delaware corporation. There is no formal or
informal group or arrangement between Schroder Wertheim or
with or among any of the persons or entities named in this
Schedule 13D with respect to the Common Stock of the
Company.
The principal business address for Schroder Wertheim is 787
Seventh Avenue, New York, New York 10019. Schroder Wertheim
is a registered broker-dealer and investment adviser and its
principal business consists of engaging in the investment
banking, investment advisory and institutional brokerage
businesses. Attached hereto as Annex A is a list of each
director and executive officer of Schroder Wertheim. Except
as indicated on Annex A, the present principal occupation of
each of these individuals is serving as a director or
executive officer in Schroder Wertheim and their business
address is 787 Seventh Avenue, New York, New York 10019.
Except as indicated on Annex A, each of the persons included
in Annex A is a U.S. citizen.
Neither Schroder Wertheim, nor any of its directors or
executive officers has, during the last five years, (a) been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (b) been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order
enjoining future violations or prohibiting or mandating
activities subject to federal or state securities laws or a
finding of any violation with respect to such laws.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, Schroder Wertheim beneficially owns
254,000 shares of Common Stock acquired for an aggregate
consideration of $7,440,722. Such shares are held in
accounts of its customers managed by Schroder Wertheim as
well as Schroder Wertheim's own accounts. Schroder
Wertheim's customers include investment partnerships in
which Schroder Wertheim serves as general partner and in
which Schroder Wertheim has a pecuniary interest. The funds
for the purchase of shares of Common Stock owned by accounts
managed by Schroder Wertheim have come from their owners.
The funds for the purchase of shares of Common Stock owned
by Schroder Wertheim are obtained from
Page 3 of 9 Pages
<PAGE>
<PAGE>
Schroder Wertheim's working capital. Schroder Wertheim's
working capital may, at any given time, include funds
borrowed in the ordinary course of its ongoing general
business activities.
ITEM 4 PURPOSE OF THE TRANSACTION
The shares of Common Stock beneficially owned by Schroder
Wertheim were acquired solely for investment purposes.
Schroder Wertheim has no intention or plans to affect or
influence the control of the Company, but is filing this
Schedule 13D because a portion of the holdings reported
herein were acquired through Schroder Wertheim's risk
arbitrage activities in its proprietary accounts and as such
may be deemed by interpretation of the Securities and
Exchange Commission to be made in connection with a
transaction having the effect of changing control of the
Company.
Schroder Wertheim does not have any present plan or
proposals which relate to, or would result in any of the
actions specified in clauses (a) through (j) of Schedule 13D
under the Securities Exchange Act of 1934.
Additional shares may be acquired and any or all such shares
may be disposed of at any time or from time to time, in each
case depending on market conditions.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
Schroder Wertheim may be deemed to beneficially own 254,000
shares of the Common Stock of the Company, representing
approximately 7.8% of the outstanding shares. A portion of
such shares are held in the accounts of various customers of
Schroder Wertheim, with respect to which accounts the
Reporting Person has shared investment and sole voting
discretion. For information with respect to the power to
vote or direct the vote and the power to dispose or direct
the disposition of the Common Stock deemed to be
beneficially owned by Schroder Wertheim, see Rows 7-10 of
the cover page. Schroder Wertheim disclaims that it is the
beneficial owner of any of the shares held in its customers'
accounts, except to the extent Schroder Wertheim has a
pecuniary beneficial interest in the investment partnerships
for which it serves as general partner and investment
adviser. To the best knowledge of Schroder Wertheim, each
of the persons maintaining an account with Schroder Wertheim
has the right to receive or the power to direct the receipt
of dividends and/or interests from, or the proceeds from the
sale of, the shares of Common Stock held in such person's
account.
Page 4 of 9 Pages
<PAGE>
<PAGE>
Attached hereto as Annex B is a chart which includes all
transactions undertaken during the period May 16, 1996
through June 26, 1996, in which Schroder Wertheim purchased
for its own accounts and accounts of its customers shares of
Common Stock. All such transactions were made in the open
market.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
Neither Schroder Wertheim nor Schroder Wertheim's management
has any contract, arrangement, understanding or relationship
with respect to any securities of the Company.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
None
Page 5 of 9 Pages
<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned hereby certifies that the information set forth
on this statement is true, complete and correct.
SCHRODER WERTHEIM & CO. INCORPORATED
By:/s/ Peter M. Schoenfeld
------------------------------------
Peter M. Schoenfeld
Vice Chairman and Vice President
Dated: July 15, 1996
Page 6 of 9 Pages
<PAGE>
<PAGE>
ANNEX A
Name, Principal Occupation and Citizenship of Each
Director and Officer of Schroder Wertheim
Name and Business
Address Principal Occupation Citizenship *1
James A. Harmon Non-Executive Chairman of
the Board and Director
Peter M. Schoenfeld Vice Chairman,
Vice President and Director
Steven Kotler Chief Executive Officer,
President, Chief Operating
Officer and Director
Patrick J. Borruso Vice President, Treasurer,
Secretary, Chief Financial
Officer and Director
Robert J. Chamine Vice President and Director
Michael Dura Vice President and Director
Ilan Kaufthal Vice President and Director
Mack F. Rosoff Vice President and Director
Mark L. Shapiro Vice President and Director
Jeffrey Stambovsky Vice President and Director
Barry J. Tarasoff Vice President and Director
Philip Augar Director; Group Managing
Director, Schroders plc United Kingdom
Nicholas R. MacAndrew Director; Group Managing
120 Cheapside, London Director, Schroders plc United Kingdom
EC2V6DS England
__________________________________________
1/ Except as otherwise noted, each of the persons included in this
Annex is a U.S. citizen.
Page 7 of 9 Pages
<PAGE>
<PAGE>
Annex A (Continued)
Name and Business
Address Principal Occupation Citizenship *1
George W. Mallinckrodt Director; Director and
120 Cheapside, London Executive Chairman,
EC2V6DS England Schroders plc; Director, J.
Henry Schroder Wagg & Co.,
Limited United Kingdom
I. Peter Sedgwick Director; Chief Executive,
33 Gutter Lane, London Schroders Investment
EC2V8AS England Management Limited;
Director, J. Henry
Schroder Wagg & Co.,
Limited United Kingdom
Jean B. Solandt Director; Director and Group
120 Cheapside, London Managing Director, Schroders
EC2V6DS England plc; Director, J. Henry
Schroder Wagg & Co.,
Limited United Kingdom
Alan D. Cohn Vice President
Gail Gordon Vice President
Anthony Savoca Vice President
Joseph R. Wekselblatt Vice President
Albert A. Compitello Assistant Comptroller
Page 8 of 9 Pages
<PAGE>
<PAGE>
ANNEX B
Transactions for the Period May 16, 1996 through June 26, 1996
--------------------------------------------------------------
TRADE DATE QUANTITY PRICE PER SHARE
Buy 5/16/96 6,700 $29.375
Buy 5/16/96 18,300 29.500
Buy 5/17/96 15,000 29.250
Buy 5/17/96 10,000 28.500
Buy 5/20/96 2,000 28.375
Buy 5/20/96 3,000 28.500
Buy 5/20/96 5,000 28.250
Buy 5/20/96 3,000 28.125
Buy 5/21/96 2,500 27.750
Buy 5/28/96 18,000 28.000
Buy 5/28/96 300 28.125
Buy 5/29/96 19,700 28.000
300 28.125
Buy 5/30/96 800 28.125
Buy 5/31/96 20,000 28.750
Buy 6/11/96 5,000 29.875
Buy 6/12/96 45,000 29.875
25,000 30.000
Buy 6/13/96 1,200 29.875
8,800 29.750
Buy 6/14/96 10,000 29.750
Buy 6/17/96 4,500 29.625
5,500 29.750
1,300 29.625
Buy 6/18/96 10,000 29.750
10,000 29.500
Buy 6/26/96 3,100 30.000
Total 254,000
Page 9 of 9 Pages
<PAGE>
<PAGE>
