SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 to Amended and Restated Schedule 13D)*
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
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(Title of Class of Securities)
886423 10 2
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(CUSIP Number)
Lester Pollack With a copy to
Corporate Advisors, L.P. Alan C. Stephenson
One Rockefeller Plaza Cravath, Swaine & Moore
New York, New York 10020 825 Eighth Avenue
(212) 632-4844 New York, New York 10019
(212) 474-1160
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 24, 1995
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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 9 pages
<PAGE>
SCHEDULE 13D
CUSIP No. 886423 10 2 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corporate Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,694,365
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
3.2%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 886423 10 2 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corporate Offshore Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
121,444
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 886423 10 2 Page 4 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
State Board of Administration of Florida
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING
OWNED BY EACH -0-
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
177,190
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.3%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 886423 10 2 Page 5 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corporate Advisors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,992,999
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
1,992,999
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,992,999
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 886423 10 2 Page 6 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LFCP Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,992,999
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
1,992,999
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,992,999
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 to the Amended and Restated
Schedule 13D filed on October 27, 1993, incorporating prior
Amendments No. 1, 2, 3, 4, 5 and 6, including the statement
attached thereto (the "Statement"), is filed on behalf of
Corporate Partners, L.P., Corporate Offshore Partners, L.P.,
State Board of Administration of Florida, Corporate Advisors,
L.P. and LFCP Corp. Capitalized terms used herein and not
defined herein shall have the meaning assigned to such terms
in the Statement.
Item 4. Purpose of Transaction.
Item 4 of the Statement is hereby amended by adding
the following paragraph after the fifth paragraph of such
Item 4 (as previously amended):
As described in greater detail in Item 6, on
August 24, 1995, Corporate Partners requested that
Tidewater file a registration statement for the
sale of 1,700,318 shares of Tidewater Common Stock
owned by Corporate Partners. Corporate Offshore
Partners requested that Tidewater include in such
registration statement 121,872 shares of Tidewater
Common Stock owned by Corporate Offshore Partners,
and the State Board requested that Tidewater
include in such registration statement 177,810
shares of Tidewater Common Stock owned by the State
Board, constituting an aggregate of 2,000,000
shares for all three Purchasers.
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 immediately
following the sixth paragraph of such Item 5:
If the Purchasers consummate the sale of the
2,000,000 shares of Tidewater Common Stock proposed
to be sold by the Purchasers in the Public Offering
described in Item 6, (i) the number of shares of
Tidewater Common Stock owned by Corporate Partners
would be reduced to 1,694,365, representing 3.2% of
the 53,271,255 shares of Tidewater Common Stock
that Tidewater reported in its Quarterly Report on
Form 10-Q for the quarterly period ended June 30,
1995, to be outstanding as of July 21, 1995, (ii)
the number of shares of Tidewater Common Stock
owned by Corporate
Page 7 of 9 Pages
<PAGE>
Offshore Partners would be reduced to 121,444,
representing .2% of such outstanding shares, (iii)
the number of shares of Tidewater Common Stock
owned by the State Board would be reduced to
177,190, representing .3% of such outstanding
shares and (iv) the number of shares of Tidewater
Common Stock that may be deemed to be beneficially
owned by Corporate Advisors and LFCP would be
reduced to 1,992,999, representing 3.7% of such
outstanding shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
Item 6 of the Statement is hereby amended by adding
the following paragraph immediately after the 22nd paragraph
of such Item 6:
On August 24, 1995, Corporate Partners
requested, pursuant to Section 2.1(a) of the
Stockholder Agreement between Tidewater and
Corporate Partners that Tidewater file a
registration statement under the Securities Act of
1933, as amended (the "Registration Statement"),
relating to a proposed public offering (the "Public
Offering") by Corporate Partners of 1,700,318
shares of Tidewater Common Stock owned by Corporate
Partners. Pursuant to Section 2.1(a) of the
respective Stockholder Agreements between Tidewater
and Corporate Offshore Partners, and between
Tidewater and the State Board, Corporate Offshore
Partners requested that Tidewater include in the
Registration Statement 121,872 shares of Tidewater
Common Stock owned by Corporate Offshore Partners,
and the State Board requested that Tidewater
include in the Registration Statement 177,810
shares of Tidewater Common Stock owned by the State
Board.
Page 8 of 9 Pages
<PAGE>
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.
Date: August 25, 1995
CORPORATE PARTNERS, L.P.
CORPORATE OFFSHORE PARTNERS, L.P.
STATE BOARD OF ADMINISTRATION OF
FLORIDA
by CORPORATE ADVISORS, L.P.,
general partner of Corporate
Partners, L.P. and of
Corporate Offshore
Partners, L.P. and attorney-
in-fact for State Board of
Administration of Florida,
by LFCP CORP.,
its general partner,
by /s/ Lester Pollack
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Name: Lester Pollack
Title: Chairman and
Chief Executive
Officer
Page 9 of 9 Pages
