SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Tidewater Inc.
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(Name of Issuer)
Common Stock, Par Value $.10 Per Share and
Associated Rights to Purchase
Shares of Series A Participating Preferred Stock
(Title of Class of Securities)
886423 10 2
(CUSIP Number)
Richard R. Davis, Esq.
Bessemer Capital Partners, L.P.
630 Fifth Avenue (39th Floor)
New York, New York 10111
(212) 708-9100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 3, 1994
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the 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 five percent
or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* 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
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).
Page 1 of 4 pages
<PAGE>2
SCHEDULE 13D
CUSIP No. 886423 10 2 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bessemer Capital Partners, L.P.
I.R.S. No. 13-3567783
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [ ] 2
2 (b) [ ]
3 SEC USE ONLY
SOURCE OF FUNDS*
4
OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) OR 2(e)
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
SOLE VOTING POWER
7 -0-
NUMBER OF
SHARED VOTING POWER
SHARES 8 -0-
BENEFICIALLY
OWNED BY EACH SOLE DISPOSITIVE POWER
9 -0-
REPORTING
PERSON WITH
SHARED DISPOSITIVE POWER
10 -0-
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 -0-
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* [ ]
PERCENT OF CLASS REPRESENTED
13 BY AMOUNT IN ROW (11)
-0-
TYPE OF REPORTING PERSON*
14 PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 4 pages
<PAGE>3
This Amendment No. 9 to the Schedule 13D, including
the statement attached thereto (the "Statement"), is filed on
behalf of Bessemer Capital Partners, L.P. Capitalized terms
used herein and not defined herein shall have the meaning
assigned to such terms in the Statement.
Item 5. Interest in Securities of the Issuer.
Items 5(a) and 5(b) of the Statement are hereby
amended by adding the following paragraph after the last
paragraph of such Items 5(a) and 5(b) (as previously
amended):
On June 3, 1994, BCP sold all of its 3,992,999
shares of Tidewater Common Stock in a block transaction
effected in the over-the-counter market in London at a
price of $20.00 per share. As a result, on June 3,
1994, BCP ceased to be the beneficial owner of any
shares of Tidewater Common Stock.
Page 3 of 4 pages
<PAGE>4
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.
Dated: June 3, 1994
BESSEMER CAPITAL PARTNERS, L.P.,
by KYLIX PARTNERS, L.P.,
its general partner,
by QUENTIN CORPORATION,
its managing general
partner,
by
/s/ Ward W. Woods, Jr.
Name: Ward W. Woods, Jr.
Title: President
Page 4 of 4 pages
