UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _1_)*
Houghton Mifflin Co.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
92532F100000
(CUSIP Number)
September 30, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Bluewater Investment Management Inc.
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
(3) SEC Use Only
(4) Citizenship or Place of Organization
Toronto, Ontario, Canada
Number of (5) Sole Voting Power
Shares 1,572,575
Benefici- -----------------------------
ally Owned (6) Shared Voting Power
by Each Nil
Reporting -----------------------------
Person With (7) Sole Dispositive Power
1,572,575
-----------------------------
(8) Shared Dispositive Power
Nil
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,572,575
(10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
(11) Percent of Class Represented by Amount in Row 9
5.07%
(12) Type of Reporting Person
IA
<PAGE>
Item 1(a)
Name of Issuer: Houghton Mifflin Company
Item 1(b)
Address of Issuer's Principal Executive Offices:
222 Berkeley Street
Boston, MA 02116
United States
Item 2(a)
Name of Person Filing:
Certain Bluewater mutual funds (the "Funds"), which are trusts organized under
the laws of Ontario, Canada, are owners of record of the securities covered by
this report. Bluewater Investment Maagement Inc. ("BIMI"), a corporation
incorporated under the laws of Canada, is a manager and trustee of the Funds.
BIMI is qualified to act as an investment adviser and manager of the Funds in
the province of Ontario pursuant to a registration under the Securities Act
(Ontario). Dennis Starritt and Dina DeGeer together own 100% of the voting
equity securities of BIMI. Consequently, they may be deemed to be the beneficial
owner of such securities.
Item 2(b)
Address of Principal Business Office:
Suite 1502, Box 63
150 King Street West
Toronto, Ontario
Canada
M5H 1J9
Item 2(c)
Citizenship: Organized in Toronto, Ontario, Canada
Item 2(d)
Title of Class of Securities: Common Stock
<PAGE>
Item 2(e)
CUSIP Number: 92532F100000
Item 3
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check
whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a) (6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act
(e) [x] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F)
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G)
(h) [ ] A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act
(i) [ ] A church plan that is excluded from the
definition of an investment company under Section
3(c)(14) of the Investment Company Act
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]
Item 4
Ownership.
(a) Amount Beneficially Owned:
1,572,575
(b) Percent of Class:
5.07%
<PAGE>
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,572,575
(ii) Shared power to vote or to direct the vote: Nil
(iii) Sole power to dispose or to direct the disposition of: 1,572,575
(iv) Shared power to dispose or to direct the disposition of: Nil
Item 5
Ownership of Five Percent or Less of a Class
[X]
Item 6
Ownership of More than Five Percent on Behalf of Another Person
Inapplicable ______
Item 7
Identification and Classification of the Subsidiary which Acquired the Security
Being Reported on By the Parent Holding Company.
N/A
Item 8
Identification and Classification of Members of the Group.
N/A
Item 9
Notice of Dissolution of Group.
N/A
Item 10
Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 7, 199[9]
Signature:
Name/Title: /s/ DINA DEGEER
Dina DeGeer
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
