SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
BOWATER INCORPORATED
(Name of Issuer)
Depositary Shares, Each Representing a One-Fourth Interest in a Share
of Preferred Redeemable Increased Dividend Equity Securities, 7% PRIDES,
Series B, Convertible Preferred Stock, Par Value $1 per Share
(Title of Class of Securities)
102183 40 7
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
*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 on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities and 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) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
D.E. Shaw Investments, L.P.
13-3470777
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
___________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
SHARES -0-
___________________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 657,900
___________________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
REPORTING -0-
___________________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
657,900
___________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
657,900
___________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
___________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
13.4%
___________________________________________________________________
(12) TYPE OF REPORTING PERSON **
BD, PN
___________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
David E. Shaw
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
___________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
SHARES -0-
___________________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 657,900
___________________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
REPORTING -0-
___________________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
657,900
___________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
657,900
___________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
___________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
13.4%
___________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
___________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(a). NAME OF ISSUER:
Bowater Incorporated (the "Company")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
55 East Camperdown Way, Greenville, SC 29602
ITEM 2(a). NAME OF PERSON FILING:
D. E. Shaw Investments, L.P. ("InvLP")
David E. Shaw ("David Shaw")
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
120 West 45th Street, 39th Floor, Tower 45, New York, NY 10036
ITEM 2(c). CITIZENSHIP:
InvLP is a limited partnership organized under the laws of the State of
Delaware.
David E. Shaw is a citizen of the United States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Depositary Shares, Each Representing a One-Fourth Interest in a Share of
Preferred Redeemable Increased Dividend Equity Securities, 7% PRIDES, Series B,
Convertible Preferred Stock, Par Value $1 per Share ("Depositary Shares")
ITEM 2(e). CUSIP NUMBER:
102183 40 7
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) [x] Broker or dealer registered under Section15 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) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or Endowment
Fund; see Rule 13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G);
see item 7
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
The Schedule 13G initially filed for the month ended June 30, 1995 of (i) InvLP
and (ii) David E. Shaw relating to the Depostitary Shares issued by the Company
is hereby amended by this Amendment No. 2 to the Schedule 13G as follows:
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
657,900
(b) Percent of class:
13.4% (based on the 4,893,616 Depositary Shares outstanding as of
March 22, 1996, as indicated in the Company's most recent Proxy
Statement, dated March 31, 1996.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
-0-
(ii) shared power to vote or to direct the vote
657,900
(iii) sole power to dispose or to direct the disposition of
-0-
(iv) shared power to dispose or to direct the disposition of
657,900
By virtue of David Shaw's positions as President and sole shareholder of D. E.
Shaw & Co., Inc., the general partner of D. E. Shaw & Co., L.P., the general
partner of InvLP, David Shaw may be deemed to have the shared power to vote or
direct the vote of, and the shared power to dispose or direct the disposition
of, the 657,900 Depositary Shares held by InvLP, constituting 13.4% of the
outstanding shares and, therefore, David Shaw may be deemed to be the beneficial
owner of such shares. David Shaw disclaims beneficial ownership of such 657,900
shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
No person other than each respective owner and general partner referred to
herein is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds of the sale of, the Depositary Shares.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b))
By signing below D. E. Shaw Investments, L.P. and David E. Shaw certify that, to
the best of their knowledge and belief, the securities referred to above were
acquired in the ordinary course of business, were not acquired for the purpose
of and do not have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
September 9, 1996
D. E. SHAW INVESTMENTS, L.P.
By: D. E. SHAW & CO., L.P., as
General Partner
By: /s/ Stuart Steckler
Managing Director
DAVID E. SHAW
/s/ David E. Shaw
