<PAGE>
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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. 1
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,
$100 Liquidation Preference Per Share
(Title of Class of Securities)
102183-605
(CUSIP Number of Class of Securities)
Wendy C. Shiba
Secretary and Assistant General Counsel
Bowater Incorporated
55 East Camperdown Way
P. O. Box 1028
Greenville, SC 29602
(803) 271-9337
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Person(s) Filing Statement)
Copy to:
Eric B. Amstutz, Esq.
Jo Watson Hackl, Esq.
Wyche, Burgess, Freeman & Parham, P.A.
44 East Camperdown Way
P. O. Box 728
Greenville, SC 29602
(803) 242-8200
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This statement is filed in connection with (check the appropriate box):
a.(_) The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b.(_) The filing of a registration statement under the Securities
Act of 1933.
c.(X) A tender offer.
d.(_) None of the above.
Check the following box if soliciting materials or an information
statement referred to in checking box (a) are preliminary copies: ( )
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$ 94,775,000.00 $ 18,955.00
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* 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. 1 dated November 15, 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 "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"), copies
of which were attached to the Schedule 13E-3 as Exhibits (d)(1) and (d)(2),
respectively.
The information set forth in the Amendment No. 1 to the Issuer Tender
Offer Statement attached to the Schedule 13E-3 as Exhibit (g), which
Amendment No. 1 is attached hereto as Exhibit (h), 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 amended
by such Amendment No. 1.
The following information amends the information previously included in
the Schedule 13E-3.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(b) The information set forth in "Section 14. Fees and Expenses" of the
Offer to Purchase is incorporated herein by reference;
provided, however, that, notwithstanding such information, the Company will
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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).
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(b) The information set forth in the front cover page and "Section 14.
Fees and Expenses" of the Offer to Purchase is incorporated herein by
reference; provided, however, that, notwithstanding such information, the
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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).
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(h) Amendment No. 1 to Issuer Tender Offer Statement on Schedule 13E-4.
2
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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 15, 1995
3
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
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3
(h) Amendment No. 1 to Issuer Tender
Offer Statement on Schedule 13E-4 . . . 5
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Exhibit (h)
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. 1
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,
$100 Liquidation Preference Per Share
(Title of Class of Securities)
102183-605
(CUSIP Number of Class of Securities)
Wendy C. Shiba
Secretary and Assistant General Counsel
Bowater Incorporated
55 East Camperdown Way
P. O. Box 1028
Greenville, SC 29602
(803) 271-9337
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
Copy to:
Eric B. Amstutz, Esq.
Jo Watson Hackl, Esq.
Wyche, Burgess, Freeman & Parham, P.A.
44 East Camperdown Way
P. O. Box 728
Greenville, SC 29602
(803) 242-8200
October 16, 1995
(Date Tender Offer First Published, Sent
or Given to Security Holders)
5
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$ 94,755,000.00 $ 18,955.00
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* 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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<PAGE>
This Amendment No. 1 dated November 15, 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 "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"), 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 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth on the front cover page and in "Section 14.
Fees and Expenses" of the Offer to Purchase is incorporated herein by
reference; provided, however, that, notwithstanding such information, the
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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).
7
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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 15, 1995
8
