<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of The Securities Exchange
Act of 1934)
Amendment No.3
BOWATER INCORPORATED
(Name of the Issuer)
BOWATER INCORPORATED
(Name of Person(s) Filing Statement)
Depositary Shares, Each Representing a One-Fourth Interest in a Share of
8.40% Series C Cumulative Preferred Stock, Par Value $1.00 Per Share,
$100 Liquidation Preference Per Share
(Title of Class of Securities)
102183-605
(CUSIP Number of Class of Securities)
Wendy C. Shiba
Secretary and Assistant General Counsel
Bowater Incorporated
55 East Camperdown Way
P. O. Box 1028
Greenville, SC 29602
(803) 271-9337
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Person(s) Filing Statement)
Copy to:
Eric B. Amstutz, Esq.
Jo Watson Hackl, Esq.
Wyche, Burgess, Freeman & Parham, P.A.
44 East Camperdown Way
P. O. Box 728
Greenville, SC 29602
(803) 242-8200
<PAGE>
This statement is filed in connection with (check the appropriate box):
a.[_] The filing of solicitation materials or an
information statement subject to Regulation 14A,
Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b.[_] The filing of a registration statement under the Securities Act of 1933.
c.[X] A tender offer.
d.[_] None of the above.
Check the following box if soliciting materials or an information
statement referred to in checking box (a) are preliminary copies: [ ]
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee**
$ 94,775,000.00 $ 18,955.00
* Assumes purchase of 3,400,000 Depositary Shares at $ 27.875 per Depositary
Share.
** Calculated based on the transaction valuation multiplied by one-fiftieth
of one percent.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $18,955.00 Filing Party: Bowater Incorporated
Form or Registration No.: Schedule 13E-4 Date Filed: October 16, 1995
<PAGE>
This Amendment No. 3 dated November 22, 1995, amends the Rule 13e-3
Transaction Statement (the "Schedule 13E-3") filed with the Securities and
Exchange Commission (the "Commission") on October 16, 1995 by Bowater
Incorporated, a Delaware corporation (the "Company"), as previously amended by
Amendment No. 1 filed with the Commission on November 15, 1995 ("Amendment
Number One"), and Amendment No. 2 filed with the Commission on November 17,
1995, in connection with the Company's offer to purchase any and all of the
outstanding Depositary Shares (the "Depositary Shares"), each representing a
one-fourth interest in a share of its 8.40% Series C Cumulative Preferred Stock,
par value $1.00 per share, liquidation preference $100.00 per share (the "Series
C Cumulative Preferred Stock"), at a price of $ 27.875 per Depositary Share, net
to the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated October 16, 1995 (the "Offer to Purchase"), and in
the related Letter of Transmittal (which, together with the Offer to Purchase,
constitutes the "Offer") (except that notwithstanding any information contained
in the Offer to Purchase and the Letter of Transmittal, the Company will not pay
a solicitation fee to a Soliciting Dealer (as defined in the Offer to Purchase)
in respect of Depositary Shares registered in the name of the Soliciting Dealer
unless the Depositary Shares are held by the Soliciting Dealer as nominee and
the Depositary Shares are being tendered for the benefit of one or more
beneficial owners identified on the Letter of Transmittal or on the Notice of
Solicited Tenders (included in the materials provided to brokers and dealers)),
copies of which were attached to the Schedule 13E-3 as Exhibits (d)(1) and
(d)(2), respectively.
The information set forth in the Issuer Tender Offer Statement attached
to the Schedule 13E-3 as Exhibit (g) (the "Schedule 13E-4"), as amended by
Amendment No.1 to the Schedule 13E-4, which Amendment No. 1 was attached to
Amendment Number One as Exhibit (h), and as further amended by Amendment No.2
and Amendment No. 3 to the Schedule 13E-4, which Amendment No. 2 and Amendment
No. 3 are attached hereto as Exhibits (i) and (j), respectively, is expressly
incorporated by reference and responses to each item herein are qualified in
their entirety by the provisions of the Issuer Tender Offer Statement, as so
amended.
The following information amends the information previously included in
the Schedule 13E-3.
ITEM 16. ADDITIONAL INFORMATION.
Reference is hereby made to the Offer to Purchase and the related
Letter of Transmittal, copies of which are attached to the Schedule 13E-3 as
Exhibits (d)(1) and (d)(2), respectively, and incorporated in their entirety
herein by reference, except that notwithstanding any information contained in
the Offer to Purchase and the Letter of Transmittal, the Company will not pay a
solicitation fee to a Soliciting Dealer (as defined in the Offer to Purchase) in
respect of Depositary Shares registered in the name of the Soliciting Dealer
unless the Depositary Shares are held by the Soliciting Dealer as nominee and
the Depositary Shares are being tendered for the benefit of one or more
beneficial owners identified on the Letter of Transmittal or on the Notice of
Solicited Tenders (included in the materials provided to brokers and dealers).
The Offer expired at 12:00 midnight, Eastern Standard Time, on November
15, 1995. The exact number of Depositary Shares acquired pursuant to the Offer
was 2,342,727. As indicated in Section 1 of the Offer to Purchase, the Company
may, in its sole discretion, subsequent to November 30, 1995 (ten business days
after the termination of the Offer), determine to purchase any remaining
Depositary Shares through privately negotiated transactions, open market
purchases, another tender offer or otherwise, on such terms and at such prices
as the Company may determine from time to time.
2
<PAGE>
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(i) Amendment No. 2 to Issuer Tender Offer Statement on Schedule 13E-4.
(j) Amendment No. 3 to Issuer Tender Offer Statement on Schedule 13E-4.
3
<PAGE>
S I G N A T U R E
After due 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.
BOWATER INCORPORATED
By: /s/ David G. Maffucci
Name: David G. Maffucci
Title: Senior Vice President - Chief
Financial Officer and Treasurer
Dated: November 22, 1995
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
<S> <C> <C>
(i) Amendment No. 2 to Issuer Tender Offer Statement
on Schedule 13E-4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(j) Amendment No. 3 to Issuer Tender Offer Statement
on Schedule 13E-4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
<PAGE>
Exhibit (i)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
Amendment No.2
BOWATER INCORPORATED
(Name of Issuer)
BOWATER INCORPORATED
(Name of Person(s) Filing Statement)
Depositary Shares, Each Representing a One-Fourth Interest in a Share of
8.40% Series C Cumulative Preferred Stock, Par Value $1.00 Per Share,
$100 Liquidation Preference Per Share
(Title of Class of Securities)
102183-605
(CUSIP Number of Class of Securities)
Wendy C. Shiba
Secretary and Assistant General Counsel
Bowater Incorporated
55 East Camperdown Way
P. O. Box 1028
Greenville, SC 29602
(803) 271-9337
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
Copy to:
Eric B. Amstutz, Esq.
Jo Watson Hackl, Esq.
Wyche, Burgess, Freeman & Parham, P.A.
44 East Camperdown Way
P. O. Box 728
Greenville, SC 29602
(803) 242-8200
October 16, 1995
(Date Tender Offer First Published, Sent
or Given to Security Holders)
6
<PAGE>
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$ 94,755,000.00 $ 18,955.00
* Assumes purchase of 3,400,000 Depositary Shares at $27.875 per
Depositary Share.
** Calculated based on the transaction valuation multiplied by
one-fiftieth of one percent.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $18,955.00 Filing Party: Bowater Incorporated
Form or Registration No.: Schedule 13E-4 Date Filed: October 16, 1995
7
<PAGE>
This Amendment No. 2 dated November 17, 1995, amends the Issuer Tender
Offer Statement (the "Schedule 13E-4") filed with the Securities and Exchange
Commission on October 16, 1995 by Bowater Incorporated, a Delaware corporation
(the "Company"), in connection with its offer to purchase any and all of the
outstanding Depositary Shares (the "Depositary Shares"), each representing a
one-fourth interest in a share of its 8.40% Series C Cumulative Preferred Stock,
par value $1.00 per share, liquidation preference $100.00 per share.
The following information amends the information previously included in
the Schedule 13E-4.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press release dated November 16, 1995.
8
<PAGE>
S I G N A T U R E
After due 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.
BOWATER INCORPORATED
By: /s/ Michael F. Nocito
Name: Michael F. Nocito
Title: Vice President - Controller
Dated: November 17, 1995
9
<PAGE>
Exhibit (j)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
Amendment No.3
BOWATER INCORPORATED
(Name of Issuer)
BOWATER INCORPORATED
(Name of Person(s) Filing Statement)
Depositary Shares, Each Representing a One-Fourth Interest in a Share of
8.40% Series C Cumulative Preferred Stock, Par Value $1.00 Per Share,
$100 Liquidation Preference Per Share
(Title of Class of Securities)
102183-605
(CUSIP Number of Class of Securities)
Wendy C. Shiba
Secretary and Assistant General Counsel
Bowater Incorporated
55 East Camperdown Way
P. O. Box 1028
Greenville, SC 29602
(803) 271-9337
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
Copy to:
Eric B. Amstutz, Esq.
Jo Watson Hackl, Esq.
Wyche, Burgess, Freeman & Parham, P.A.
44 East Camperdown Way
P. O. Box 728
Greenville, SC 29602
(803) 242-8200
October 16, 1995
(Date Tender Offer First Published, Sent
or Given to Security Holders)
10
<PAGE>
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$ 94,755,000.00 $ 18,955.00
* Assumes purchase of 3,400,000 Depositary Shares at $27.875 per Depositary
Share.
** Calculated based on the transaction valuation multiplied by one-fiftieth
of one percent.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $18,955.00 Filing Party: Bowater Incorporated
Form or Registration No.: Schedule 13E-4 Date Filed: October 16, 1995
11
<PAGE>
This Amendment No. 3 dated November 22, 1995, amends the Issuer Tender
Offer Statement (the "Schedule 13E-4") filed with the Securities and Exchange
Commission on October 16, 1995 by Bowater Incorporated, a Delaware corporation
(the "Company"), as previously amended by Amendment No. 1 filed with the
Commission on November 15, 1995, and Amendment No. 2 filed with the Commission
on November 17, 1995, in connection with the Company's offer to purchase any and
all of the outstanding Depositary Shares (the "Depositary Shares"), each
representing a one-fourth interest in a share of its 8.40% Series C Cumulative
Preferred Stock, par value $1.00 per share, liquidation preference $100.00 per
share (the "Series C Cumulative Preferred Stock"), at a price of $ 27.875 per
Depositary Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated October 16, 1995 (the "Offer
to Purchase"), and in the related Letter of Transmittal (which, together with
the Offer to Purchase, constitutes the "Offer") (except that notwithstanding any
information contained in the Offer to Purchase and the Letter of Transmittal,
the Company will not pay a solicitation fee to a Soliciting Dealer (as defined
in the Offer to Purchase) in respect of Depositary Shares registered in the name
of the Soliciting Dealer unless the Depositary Shares are held by the Soliciting
Dealer as nominee and the Depositary Shares are being tendered for the benefit
of one or more beneficial owners identified on the Letter of Transmittal or on
the Notice of Solicited Tenders (included in the materials provided to brokers
and dealers)), copies of which were attached to the Schedule 13E-4 as Exhibits
(a)(1) and (a)(2), respectively.
The following information amends the information previously included in
the Schedule 13E-4.
ITEM 8. ADDITIONAL INFORMATION.
(e) Reference is hereby made to the Offer to Purchase and the related
Letter of Transmittal, copies of which are attached to the Schedule 13E-4 as
Exhibits (a)(1) and (a)(2), respectively, and incorporated in their entirety
herein by reference, except that notwithstanding any information contained in
the Offer to Purchase and the Letter of Transmittal, the Company will not pay a
solicitation fee to a Soliciting Dealer (as defined in the Offer to Purchase) in
respect of Depositary Shares registered in the name of the Soliciting Dealer
unless the Depositary Shares are held by the Soliciting Dealer as nominee and
the Depositary Shares are being tendered for the benefit of one or more
beneficial owners identified on the Letter of Transmittal or on the Notice of
Solicited Tenders (included in the materials provided to brokers and dealers).
The Offer expired at 12:00 midnight, Eastern Standard Time, on November
15, 1995. The exact number of Depositary Shares acquired pursuant to the Offer
was 2,342,727. As indicated in Section 1 of the Offer to Purchase, the Company
may, in its sole discretion, subsequent to November 30, 1995 (ten business days
after the termination of the Offer), determine to purchase any remaining
Depositary Shares through privately negotiated transactions, open market
purchases, another tender offer or otherwise, on such terms and at such prices
as the Company may determine from time to time.
12
<PAGE>
S I G N A T U R E
After due 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.
BOWATER INCORPORATED
By: /s/ David G. Maffucci
Name: David G. Maffucci
Title: Senior Vice President - Chief
Financial Officer and Treasurer
Dated: November 22, 1995
13
