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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Repap Enterprises Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
76026M309
(CUSIP Number)
Mitchell Tanzman, CIBC Oppenheimer Corp., 200 Liberty Street,
New York, New York 10281
(212) 667-4122
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
December 29, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13 G
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 [X].
(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 11 Pages
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______________________________________________________________
13D
CUSIP NO. 76026M309 PAGE 2 OF 11 PAGES
______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CIBC OPPENHEIMER CORP. I.R.S. NO. 13-2798343
______________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
______________________________________________________________
3 SEC USE ONLY
______________________________________________________________
4 SOURCE OF FUNDS
WC; OO (See Item 3)
______________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(c) OR 2(e) X
____________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
______________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARE 49,070,800
_______________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
_______________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 49,070,800
_______________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
______________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
49,070,800
______________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
______________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.61%
______________________________________________________________
12 TYPE OF REPORTING PERSON
BD, CO
______________________________________________________________
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SCHEDULE 13D
Item 1: Security and Issuer
(a) Title and Class: Common Stock, No Par value (the "Shares")
(b) Name and Address: Repap Enterprises Inc.(the "Company"), 300
Atlantic Street Suite 200, Stamford , CT 06901
Item 2: Identity and Background
CIBC Oppenheimer Corp.("CIBC Oppenheimer") is a diversified
financial services firm which is engaged in securities, options and
commodities, brokerage, trading, arbitrage, investment banking and
other related financial services. The address of the principal
office of CIBC Oppenheimer is 200 Liberty Street, New York, New York
10281. Except as set forth on Exhibit 1, CIBC Oppenheimer, nor to
the best knowledge of CIBC Oppenheimer, any of the persons named in
Exhibit 2 during the last five years, has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgement, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding
any violation with respect to such laws.
CIBC Oppenheimer is an indirect, controlled subsidiary of Canadian
Imperial Bank of Commerce ("CIBC"). This Schedule 13D is being
filed by CIBC Oppenheimer on behalf of 1) a proprietary arbitrage
account of CIBC Oppenheimer holding Shares; 2) an arbitrage limited
partnership holding Shares ("CIBC Oppenheimer Arbitrage Partners"),
of which CIBC Oppenheimer and Opco Partners Inc. ("OPI") are the
sole general partners of the limited partnership which is the
general partner; and 3) an offshore fund owned by non-United States
persons ("CIBC Oppenheimer Arbitrage Intl. Ltd.") This Schedule 13D
only relates to the Shares beneficially owned by CIBC Oppenheimer
in connection with its arbitrage activities and does not include any
other holdings of Shares by CIBC Oppenheimer. Management of the
affairs of CIBC Oppenheimer, including decisions respecting
disposition and/or voting of the Shares resides in the officers and
directors of CIBC Oppenheimer and is not directed by CIBC or any
intermediary Company in the chain of ownership between CIBC
Oppenheimer and CIBC. Accordingly, the filing of this Schedule 13D
by CIBC Oppenheimer is not intended as, and should not be deemed,
an acknowledgement of beneficial ownership or shared voting or
dispositive power by CIBC or any such intermediary company of the
Shares, such beneficial ownership or attribution of shared voting
or dispositive power being disclaimed. Information about the
executive officers and directors of CIBC Oppenheimer is set forth
on Exhibit 2 hereto.
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Item 3: Source and Amount of Funds or Other Consideration
Working Capital for CIBC Oppenheimer, personal funds or margin
purchases for the other accounts. The aggregate cost of the Shares
beneficially owned by the filers is U.S. $6,533,916.
Item 4: Purpose of Transaction
The Shares held by CIBC Oppenheimer on behalf of each of the
accounts named in Item 2 are for investment purposes in the ordinary
course of CIBC Oppenheimer's business. CIBC Oppenheimer purchased
the Shares because it believes the Shares are currently undervalued.
The ownership of Shares described herein is not for the purpose of
acquiring control of the Company. CIBC Oppenheimer, in the ordinary
course of its risk arbitrage and general investment activities, may
from time to time purchase additional Shares, or sell all or a
portion of the Shares held by any of the accounts listed in Item 2.
Item 5: Interest in Securities of the Issuer
(a) Aggregate number of Shares: 49,070,800
Percentage: 6.61%
(b) 1. Sole power to vote or to direct vote: 49,070,800
2. Shared power to vote or to direct the vote: 0
3. Sole power to dispose or to direct the
disposition: 49,070,800
4. Shared power to dispose or to direct the disposition: 0
(c) Transactions during the past sixty days: (See Exhibit 3)
Except as set forth herein or in Exhibit 3 hereto, to the best
knowledge of CIBC Oppenheimer, none of the persons listed in
Exhibit 2 hereto beneficially owns any Shares or has effected
any transactions in the Shares during the past sixty days.
(d) Not applicable
(e) Not applicable
Item 6 : Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Except for any loan arrangements disclosed under Item 3 (which
descriptions are incorporated by reference in this Item), neither
CIBC Oppenheimer, nor to the best of CIBC Oppenheimer's knowledge,
any of the persons listed in Exhibit 2 hereto, has entered into any
contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the
Shares.
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Item 7 : Material to be filed as Exhibits
(a) Information with respect to certain legal proceedings involving
CIBC Oppenheimer - Exhibit 1
(b) Information concerning the Executive Officers and Directors of
CIBC Oppenheimer - Exhibit 2
(c) Transactions during the past sixty days - Exhibit 3
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 : January 7, 1998
/s/Mitchell Tanzman
Mitchell Tanzman
Managing Director
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Exhibit 1
Information With Respect to Certain Legal Proceedings
Involving CIBC Oppenheimer Corp.(formerly, Oppenheimer & Co., Inc.)
On May 14, 1993, an Order was entered upon consent, by the Commissioner
of Securities for the State of Alabama finding that CIBC Oppenheimer
violated the Alabama Securities Act as a result of the transaction of
business in Alabama as an investment adviser while unregistered. Without
admitting or denying such findings, CIBC Oppenheimer agreed to pay
restitution to certain Alabama customers and an administrative assessment
of $3,000 to the State of Alabama. In addition, CIBC Oppenheimer agreed
to exercise diligent supervision so as to ensure that its employees
comply with the Alabama Securities Act.
In June, 1994, an administrative proceeding brought by the Division of
Securities and Investment Protection, Department of Banking and Finance
of the State of Florida, ("the Division") Department of Banking and
Finance vs. John Jacobs, Jerry Slansky, Carl Chaleff and CIBC Oppenheimer
and Co., Inc. was amicably settled by the execution of a Stipulation and
Consent Agreement. The administrative proceeding alleged that inter
alia, that John Jacobs, an account executive at CIBC Oppenheimer in its
Chicago, Illinois branch office, engaged in unsuitable trading and
entered unauthorized trades in the account of Sylvia Masteller, a Florida
resident. Ms. Masteller instituted an arbitration which was settled in
January, 1992 with a payment to her of $50,000. In October, 1993, the
Department of Banking and Finance instituted the administrative
proceeding. Without admitting or denying the allegations, respondent
John Jacobs agreed to reimburse the Division $2,500 in administrative
costs and to withdraw his registration in the state of Florida. Jerry
Slansky, CIBC Oppenheimer's Branch Manager in Chicago, from December,
1986, until June, 1988, agreed to reimburse the Division administrative
costs of $2,500, and Carl Chaleff, CIBC Oppenheimer's Branch Manager in
Chicago from June, 1988, to the present, also agreed to reimburse the
Division administrative costs of $2,500. CIBC Oppenheimer agreed to
reimburse the Division administrative costs of $2,000 and to pay $15,000
in additional restitution to Ms. Masteller. The Stipulation and Consent
Agreement includes an explanation and indication of the allegations, as
follows: that CIBC Oppenheimer provided confirmations and monthly
statements to Ms. Masteller; that CIBC Oppenheimer established and kept
current certain supervisory procedures which were reasonably expected to
prevent and detect securities laws violations; that CIBC Oppenheimer
added staff personnel in the Chicago branch to aid in its supervisory ef-
forts, and that three separate account reviews of Ms. Masteller's account
were conducted in May, 1989, October, 1989, and December, 1989.
On August 25, 1997, the NASD accepted a Letter of Acceptance, Waiver and
Consent from CIBC Oppenheimer pursuant to which CIBC Oppenheimer, without
admitting or denying the allegations, consented to a censure and a fine
of $6,000. The NASD had alleged that CIBC Oppenheimer (I) failed to
execute certain orders in various securities in which it was a registered
market maker at its published bid/offer and quotation size in violation
of SEC Rule 11Ac1-1 and NASD Rules 3320 & 4613(b) and (ii) it failed to
establish, maintain and enforce written supervisory procedures reasonably
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designed to achieve compliance with Rule 11Ac1-1 in violation of NASD
Rules.
On October 28, 1997, the NASD accepted a Letter of Acceptance, Waiver and
Consent from CIBC Oppenheimer pursuant to which CIBC Oppenheimer, without
admitting or denying the allegations, consented to a censure and a fine
of $14,000. The NASD alleged that CIBC Oppenheimer (I) designated as
late to ACT 25 block transactions in NASDAQ National Market securities
in violation of Conduct Rule 2110, Marketplace Rule 4632 (a)(8),
and IM-4632, (ii) failed to provide on 6 occasions written notification
to its customers that the price at which a transaction took place was an
average price in violations of SEC Rule 10b-10, (iii) failed to indicate
on 11 order tickets the terms and conditions or instructions of each such
order
in violation of SEC Rule 17a-3(6) and Conduct Rule 3110, (iv) failed to
contemporaneously (partially or fully) execute 5 customer limit orders
after it traded each such subject security for its own market-making
account at a price that would satisfy each such customer limit order in
violation of Conduct Rule 2110 and IM-2110-2, and (v) failed to
establish, maintain and enforce written supervisory procedures reasonably
designed to achieve compliance with the applicable securities laws and
regulations regarding trade reporting, the limit order protection
interpretation and record keeping in violation of Conduct Rule 2110 and
3010.
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Exhibit 2
Information Concerning the Executive Officers
and Directors of CIBC Oppenheimer Corp.
The following sets forth as to each executive officer and director of
CIBC Oppenheimer :(a) his name; (b) his business address; (c) his present
principal occupation or employment; (d) to the best of CIBC Oppenheimer's
knowledge, whether or not, during the last five years, such person was
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); (e) to the best of CIBC Oppenheimer's knowledge,
whether or not, during the last five years, such persons was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a
judgment decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding violations with respect to such laws; and (f)
his citizenship.
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1. (a) Michael G. Capatides
(b) CIBC Oppenheimer Tower, 200 Liberty Street, New York, NY 10281
(c) Managing Director and Director of CIBC Oppenheimer
(d) No
(e) No
(f) United States
2. (a) Roger W. Einiger
(b) CIBC Oppenheimer Tower, 200 Liberty Street, New York, NY 10281
(c) Managing Director and Director of CIBC Oppenheimer
(d) No
(e) No
(f) United States
3. (a) Thomas Gallagher
(b) CIBC Oppenheimer Tower, 200 Liberty Street, New York, NY 10281
(c) Managing Director and Director of CIBC Oppenheimer
(d) No
(e) No
(f) United States
4. (a) Nathan Gantcher
(b) CIBC Oppenheimer Tower, 200 Liberty Street, New York, NY 10281
(c) Vice Chairman and Director CIBC Oppenheimer
Director and President of Holdings
Director and President of Opco Partners
(d) No
(e) No
(f) United States
5. (a) Stephen Robert
(b) CIBC Oppenheimer Tower, 200 Liberty Street, New York, NY 10281
(c) Vice Chairman and Director of CIBC Oppenheimer
(d) No
(e) No
(f) United States
6. (a) Michael Steven Rulle, Jr.
(b) CIBC Oppenheimer Tower, 200 Liberty Street, New York, NY 10281
(c) Chairman, CEO and President of CIBC Oppenheimer
(d) No
(e) No
(f) United States
7. (a) Jeffrey Lloyd Seltzer
(b) CIBC Oppenheimer Tower, 200 Liberty Street, New York, NY 10281
(c) Managing Director and Director of CIBC Oppenheimer
(d) No
(e) No
(f) United States
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Exhibit 3
Repap Enterprises Inc.
TRANSACTIONS DURING THE PAST SIXTY DAYS
PURCHASES
Date of Transaction Amount of Shares Price Per Share
11/13/97 2,000,000 .1328
11/17/97 5,000,000 .1321
12/17/97 10,000,000 .0707
12/24/97 526,000 .0839
12/29/97 9,000,000 .0887
12/30/97 1,551,000 .1016
12/31/97 526,000 .1182
01/05/98 1,382,000 .1327
01/06/98 2,000 .1261
SALES
None None None
All transactions were effected on the Toronto and Montreal Stock
Exchanges in Canadian dollars. Prices shown reflect the U.S. dollar
price at the applicable conversion rate on the date of each transaction.
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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: January 7, 1998
/s/Mitchell Tanzman
Mitchell Tanzman
Managing Director
