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.2
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
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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
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This Amendment No. 2 dated November 17, 1995, amends the Rule 13e-3
Transaction Statement (the "Schedule 13E-3") 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 Company hereby files with this Amendment No. 2 a copy of the press
release which was released by the Company on November 16, 1995.
The following information amends the information previously included in
the Schedule 13E-3.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(d)(9) Press release dated November 16, 1995.
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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
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
(d)(9) Press Release dated November 16, 1995 . . . . . . . . . . . 5
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Exhibit (d)(9)
Media Contacts:
Robert D. Leahy
(803)282-9571 (office)
(803) 234-0941 (home)
Analyst Contact:
Donald J. D'Antuono
(803) 282-9370 (office)
(803) 234-5899 (home)
FOR IMMEDIATE RELEASE
Thursday, November 16, 1995
BOWATER COMPLETES OFFER TO PURCHASE
8.40% Series C Cumulative Preferred Stock
Greenville, SC -- Bowater Incorporated (NYSE:BOW) today announced that its
tender offer to purchase for cash all of the outstanding depositary shares
representing its 8.40% Series C Cumulative Preferred Stock, dated October 16,
1995, expired as scheduled at 12:00 midnight (EST) on November 15, 1995.
Based upon a preliminary count, approximately 2.3 million depositary
shares, or nearly 70 percent of the outstanding depositary shares, were tendered
pursuant to the offer. In accordance with the terms of the offer, the company
will purchase all the depositary shares properly tendered for an aggregate
purchase price of approximately $65.4 million. Approximately 1.1 million
depositary shares will remain outstanding.
The company expects to record a charge to retained earnings in the
fourth quarter of approximately $9.9 million ($.22 per fully diluted share) for
the costs associated with the transaction.
Bowater Incorporated is the largest producer of newsprint in the U.S.,
and also makes coated and uncoated groundwood papers, bleached kraft pulp,
continuous computer forms and lumber products. It has five paper mills, eight
converting plants and 3.7 million acres of timberlands in the U.S. and Canada.
Bowater Incorporated common stock is listed on the New York Stock Exchange, U.S.
regional exchanges, the London Stock Exchange and the Swiss Stock Exchanges.
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