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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
REPAP ENTERPRISES INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
76026M309
(CUSIP Number)
Michael Katz, Esq., 2 American Lane, Greenwich, Connecticut
06836-2571; Tel. (203) 862-8000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 30, 1997
(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).
Continued on the Following Pages)
Page 1 of 16 Pages<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silverton International Fund Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
158,593,728
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
158,593,728
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
158,593,728
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paloma Partners L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
53,191,273
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
53,191,273
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
53,191,273
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paloma Advisers Limited (USA)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
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 SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7 SOLE VOTING POWER
158,593,728
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
158,593,728
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
158,593,728
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S. Donald Sussman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
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
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7 SOLE VOTING POWER
211,785,001
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
211,785,001
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
211,785,001
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.6%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert B. Poile
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
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
Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7 SOLE VOTING POWER
211,785,001
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
211,785,001
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
211,785,001
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.6%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
ITEM 1. Security and Issuer
This statement relates to the Common Stock, no par
value (the "Shares"), of Repap Enterprises Inc., a Canadian
corporation (the "Company"), whose principal executive offices
are at 1250 Rene-Levesque Boulevard West, Suite 3800,
Montreal, Quebec, H3B 4W8.
ITEM 2. Identity and Background
(a)-(c) and (f) The names of the persons filing
this statement on Schedule 13D (the "Reporting Persons") are:
Silverton International Fund Limited, a Bermuda corporation
("Silverton"), Paloma Partners L.L.C., a Delaware limited
liability company ("Paloma Partners"), Paloma Advisers Limited
(USA), a Delaware corporation ("Paloma Advisers"), S. Donald
Sussman and Robert B. Poile. Information with respect to each
of the Reporting Persons (and with respect to Silverton,
Paloma Partners, and Paloma Advisers, each applicable person
enumerated in Instruction C of Schedule 13D) is set forth
below:
(i) Silverton
(A) Silverton is a Bermuda corporation. Its
principal business is that of a private investment
company engaged in the purchase and sale of
securities for its own account. The address of
Silverton's principal business and office is 129
Front Street, Hamilton HM 12 Bermuda.
(B) (I) The names, addresses, titles,
principal occupations and citizenships of
Silverton's directors and executive officers are
set forth below:
(1)
Name and
Address<PAGE>
(2)
Title<PAGE>
(3)
Principal
Occupation<PAGE>
(4)
Citiz
enshi
p<PAGE>
Nitin Aggarwal
c/o Leeds
Management Services
Ltd.
129 Front Street
Hamilton HM12
Bermuda<PAGE>
Presid
ent
and
Direct
or<PAGE>
President,
director
and
shareholde
r of Leeds
Management
Services
Ltd., the
administra
tor of
Silverton,
address
same as
(1)<PAGE>
Briti
sh<PAGE>
Maxwell L.H. Quin
Bermuda Commercial
Bank Building
44 Church Street
Hamilton HM12
Bermuda<PAGE>
Vice
Presid
ent
and
Direct
or<PAGE>
Attorney,
MLH Quin &
Co.,
address
same as
(1)<PAGE>
Briti
sh<PAGE>
Murray Frame
Canoil Energy
Corporation
950, 333 Fifth Ave.
S.W.
Calgary, Alta T2P
3B6
Canada<PAGE>
Vice
Presid
ent
and
Direct
or<PAGE>
President
of Canoil
Energy
Corporatio
n, address
same as
(1)<PAGE>
Canad
ian<PAGE>
William J. Anderson
c/o Leeds
Management Services
Ltd.
129 Front Street
Hamilton HM12
Bermuda<PAGE>
Vice
Presid
ent
and
Direct
or<PAGE>
President
of
Silverton
Management
Company
Limited,
an advisor
to
Silverton,
address
same as
(1)<PAGE>
Canad
ian<PAGE>
S. Donald Sussman
Two American Lane
Greenwich,
Connecticut 06836-
2571<PAGE>
Direct
or<PAGE>
See item
(v) below
for
descriptio
n<PAGE>
Unite
d
State
s
(II) The controlling shareholder of
Silverton is Hedge Fund Management Limited
("Fund Management"), a Bermuda
corporation. The names, addresses,
principal occupation and citizenships of
the executive officers, directors and
principal shareholders of Fund Management
are set forth below:
(1)
Name and
Address<PAGE>
(2)
Title<PAGE>
(3)
Principal
Occupation<PAGE>
(4)
Citiz
enshi
p<PAGE>
Maxwell L.H. Quin
See item B(I)
above<PAGE>
Preside
nt
and
Directo
r<PAGE>
See Item
B(I) above<PAGE>
See
B(I)
above<PAGE>
Garth Lorimer-
Turner
Bermuda
Commercial Bank
Building
44 Church Street
Hamilton, Bermuda<PAGE>
Vice
Preside
nt
and
Directo
r<PAGE>
Attorney,
MLH Quin &
Co. Same
address as
(1)<PAGE>
Briti
sh<PAGE>
David Lees
Erlwood Road
Torquay, England
TQ1 2PZ<PAGE>
Princip
al
Shareho
lder<PAGE>
Solicitor,
Boyce
Hatton
Solicitors.
Same
address as
(1)<PAGE>
Briti
sh<PAGE>
Mordehai Heiblum
Meonot Shine
No, 2 Rehovot,
Israel 76100<PAGE>
Princip
al
Shareho
lder<PAGE>
Professor
of Physics
at the
Weizmann
Institute
of Science.
Same
address as
(1)<PAGE>
Israe
li
(ii) Paloma Partners
(A) Paloma Partners is a Delaware limited
liability company, which beneficially owns its
shares through its subsidiary River Road (Canada)
L.L.C., a Delaware limited liability company
("RRC"). The principal business of Paloma Partners
is that of a private investment company engaged in
the purchase and sale of securities for its own
account. The address of Paloma Partners' principal
business and office is 2 American Lane, Greenwich,
Connecticut 06836-2571.
(B) The managing member of Paloma Partners is
Paloma Partners Company LLC, a Delaware limited
liability company ("PPC"); the managing members of
PPC are S. Donald Sussman and Sundown Corp., a
Delaware corporation ("Sundown"), of which Mr.
Sussman is the sole stockholder and director. The
principal business of PPC is acting as managing
member of Paloma Partners, and the principal
business of Sundown is acting as managing member of
PPC. The address of the principal business and
principal office of PPC and Sundown is the same as
that for Paloma Partners, set forth in item (ii)(A)
above. For information on Mr. Sussman, see item
(v) below.
(iii) Paloma Advisers Limited (USA)
(A) Paloma Advisers is a Delaware corporation.
The principal business of Paloma Advisers is acting
as trading advisor for Silverton. The address of
Paloma Advisers' principal business and office is 2
American Lane, Greenwich, Connecticut 06836-2571.
(B) The president, sole director and sole
stockholder of Paloma Advisers is S. Donald
Sussman. For information on Mr. Sussman see item
(v) below.
(iv) Robert B. Poile
Robert Poile's principal employment is as an
investment manager and portfolio manager for
Silverton, Paloma Partners and other persons. His
business address is: Paloma Partners Management
Company, 2 American Lane, Greenwich, Connecticut
06836-2571. Mr. Poile is a Canadian citizen.
(v) S. Donald Sussman
S. Donald Sussman's principal occupation is as
managing member of PPC and the President of Paloma
Advisers. His business address is: 2 American
Lane, Greenwich, Connecticut 06836-2571. Mr.
Sussman is a United States citizen.
(d) and (e) During the last five years, none of the
persons or entities above has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors); or (ii) 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
judgment, decree or final order enjoining future violations
of, or mandating activities to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. Source and Amount of funds or Other Consideration
(a) Silverton acquired 158,591,964 Shares through its
receipt from the Company of Shares at US$.21 per Share in
satisfaction of amounts due on US$36,873,000 principal amount
of the Company's 8.5% Convertible Debentures due August 1,
1997 (the "8.5% Convertible Debentures) which were held by
Silverton as of August 1, 1997. The amount of funds used to
purchase the 8.5% Convertible Debentures was US$34,091,095.
Silverton also acquired CDN$30,000 principal amount of the
Company's 9% Convertible Debentures due June 30, 1998 (the "9%
Convertible Debentures"). The amount of funds used to
purchase the 9% Convertible Debentures was US$13,208. The
amounts used to acquire the 8.5% Convertible Debentures and
the 9% Convertible Debentures were furnished from Silverton's
investment capital.
(b) Paloma Partners acquired 36,109,523 Shares through
its receipt from the Company of Shares at US$.21 per Share in
satisfaction of amounts due on US$7,583,000 principal amount
of the 8.5% Convertible Debentures which were held by Paloma
Partners as of August 1, 1997. The amount of funds used to
purchase the 8.5% Convertible Debentures was US$5,217,037.
Paloma Partners also acquired 16,993,750 Shares through
purchases and the amount of funds used for such purchases was
US$2,396,119. Paloma Partners also acquired CDN$1,496,000
principal amount of the Company's 9% Convertible Debentures
due June 30, 1998 (the "9% Convertible Debentures"). The
amount of funds used to purchase the 9% Convertible Debentures
was US$671,030. The amounts used to acquire the 8.5%
Convertible Debentures, the Shares and the 9% Convertible
Debentures were furnished from the Paloma Partners' investment
capital.
ITEM 4. Purpose of the Transaction
(a) The purpose of the acquisition of the Shares by the
Reporting Persons is for investment. The Reporting Person may
make further purchases of Shares or other securities of the
Company from time to time and may dispose of any or all Shares
or other securities of the Company held by them at any time.
(b) The Reporting Persons intend to present a proposal
to the Board of Directors of the Company (the "Board") to
reconstitute the Board. It is anticipated that such proposal
will involve: (i) reducing the size of the existing Board;
(ii) replacing certain existing directors; and (iii) seeking
Board representation for nominees of the Reporting Persons.
It is anticipated that such proposal will also involve
replacing certain members of senior management.
(c) The Reporting Persons do not currently have any
other plans or proposals which relate to, or would result in,
any of the matters referred to in paragraphs (b) through (j)
of Item 4 of Schedule 13D, but may at any time in the future
revise, review or reconsider their position with respect to
such matters.
ITEM 5. Interest in Securities of the Issuer
(a) (i) Silverton is the beneficial owner of
158,593,728 Shares, constituting approximately 21.4% of the
outstanding Shares, consisting of: (A) 158,591,964 actual
outstanding Shares and (B) 1,764 Shares (58.824 Shares per
CDN$1,000 principal amount) issuable upon conversion of
CDN$30,000 principal amount of 9% Convertible Debentures. The
persons named with respect to Silverton in Item 2(i)(B) do not
own any Shares directly, but by virtue of rule 13d-3 of the
Exchange Act of 1934 as amended (the "Act"), may be deemed to
own beneficially all of the Shares beneficially owned by
Silverton.
(ii) Paloma Partners is the beneficial owner of
53,191,273 Shares, constituting approximately 7.2% of the
outstanding Shares, consisting of: (A) 53,103,273 actual
outstanding Shares and (B) 88,000 Shares (58.824 Shares per
CDN$1,000 principal amount) issuable upon conversion of CDN$
1,496,000 principal amount of 9% Convertible Debentures. PPC,
Sundown, and Sussman do not own Shares directly, but by virtue
of Exchange Act Rule 13d-3, may be deemed to own beneficially
all of Shares beneficially owned by Paloma Partners.
(iii) Paloma Advisers does not own Shares directly
but by virtue of Exchange Act Rule 13d-3, may be deemed to own
beneficially all of the Shares beneficially owned by
Silverton.
(iv) and (v) Messrs. Sussman and Poile do not own
Shares directly but by virtue of Exchange Act Rule 13d-3 may
be deemed to own beneficially all of the Shares beneficially
owned by the other Reporting Persons.
(b) Silverton has the power to vote or direct the
vote of, and to dispose or direct the disposition of the
Shares beneficially owned by it, which power may be exercised
by the persons identified in Item 2(i)(B). Paloma Partners,
through RRC, has the power to vote or direct the vote of, and
to dispose or direct the disposition of the Shares
beneficially owned by it, which power may be exercised by its
managing member, PPC, acting through its managing members,
Sundown and Mr. Sussman. Paloma Advisers, through its status
as trading adviser of Silverton, may be deemed to have the
power to direct the vote and to direct the disposition of all
of the Shares owned by Silverton. Mr. Poile by virtue of his
status as an investment manager for the Reporting Persons may
be deemed to have to power to dispose or direct the
disposition of and to vote or direct the vote of the Shares
beneficially owned by the Reporting Persons. Mr. Sussman, as
the controlling person of the trading advisor of Silverton and
managing member of Paloma Partners, may be deemed to have the
power to direct the disposition and to direct the vote of the
Shares owned by the Reporting Persons.
(c) Set forth below are the trading dates, the
principal amounts of 8.5% Convertible Debentures, 9%
Convertible Debentures and the number of Shares purchased and
sold and trading prices for all transactions by Silverton and
Paloma Partners in the 8.5% Convertible Debentures, the 9%
Convertible Debentures and the Shares during the past 60 days.
All of such transactions were open market transactions. Open
market transaction in the Shares were effected on the Toronto
Stock Exchange. Open market transactions in the 8.5%
Convertible Debentures and the 9% Convertible Debentures were
effected in the Canadian over-the-counter market. No other
transactions were effected by any other Reporting Persons
during such period.
<PAGE>
Silverton Transaction in 8.5% Convertible Debentures
Trade Date<PAGE>
Principal Amount
of Debentures
Purchased/(Sold)
(US$)<PAGE>
Trade
Price (US$)<PAGE>
7/15/97 $456,000 65.000 7/30/97 $(3,570,000)
<PAGE>
66.630 Silverton Transactions in 9% Convertible Debentures
<PAGE>
Trade Date<PAGE>
Principal Amount
Of Debentures
Purchased (CDN$)<PAGE>
Trade
Price (CDN$)<PAGE>
7/28/97 $30,000 61.000 Silverton Transactions in Shares<PAGE>
Trade Date<PAGE>
Number of Shares
Purchased/(Sold)<PAGE>
Trade Price
(CDN$)*<PAGE>
7/15/97 (1,519,200) .339 7/25/97 (2,000,000) .220 7/28/97
<PAGE>
(1,330,000) .278 7/28/97 (239,000) .178 7/28/97 (5,691,500)
<PAGE>
.311 7/28/97 (5,632,500) .217
<PAGE>
On August 1, 1997, Silverton received 158,591,964 Shares
from the Company in satisfaction of the Company's
obligation under the 8.5% Convertible Debentures.<PAGE>
<PAGE>
Paloma Partners Transactions in 8.5% Convertible Debentures<PAGE>
Trade Date<PAGE>
Principal Amount
Of Debentures
Purchased (US$)<PAGE>
Trade
Price (US$)<PAGE>
7/15/97 $456,000 65.000 7/28/97<PAGE>
$175,000<PAGE>
61.000 7/28/97 $425,000 65.000 7/29/97 $1,000,000<PAGE>
60.250<PAGE>
7/30/97 $500,000 62.000 7/30/97 $400,000 64.000 7/30/97<PAGE>
$875,000<PAGE>
63.250 7/30/97 $(2,972,000) 66.630<PAGE>
Paloma Partners Transactions in 9% Convertible Debentures
<PAGE>
Trade Date<PAGE>
Principal Amount
Of Debentures
Purchased (CDN$)
<PAGE>
Trade
Price (CDN$)*<PAGE>
7/16/97 $89,000 46.269 7/28/97 $657,000 59.600<PAGE>
7/30/97<PAGE>
$750,000 66.000 Paloma Partners Transactions in Shares <PAGE>
Trade Date<PAGE>
Number of Shares
Purchased/(Sold)<PAGE>
Trade Price
(CDN$)*<PAGE>
7/15/97 (1,519,300) .339 7/23/97 (1,748,500) .
187<PAGE>
7/24/97 (1,419,000) .189 7/28/97 (600,000) .233 7/28/97<PAGE>
(2,000,000)<PAGE>
.217 7/28/97 (75,000) .220 7/28/97 (3,798,500)<PAGE>
.220<PAGE>
7/29/97 (2,985,200) .200 7/30/97 39,139,250 .193 <PAGE>
On August 1, 1997, Paloma Partners received 36,109,523
Shares from the Company in satisfaction of the Company's
obligations under the 8.5% Convertible Debentures.<PAGE>
*
The exchange rate as of August 1, 1997 was $1.00
(U.S.) to $1.3809 (CDN).(d)No person other than the persons previously
referred to herein is known to have the right to receive or
the power to direct the receipt of dividends from or proceeds
of the sale of Shares.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
Except for the Agreement described in Item 7 below,
there are no contracts, understandings or relationships (legal
or otherwise) among the persons named in Item 2 hereof and
between such persons or any person with respect to any
securities of the Company.
ITEM 7. Materials to be Filed as Exhibits
Exhibits A - Joint Filing Agreement.
[ rest of page left intentionally blank ]
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned each certifies that the
information with respect to it set forth in this statement is
true, complete, and correct.
Dated:_______________, 1997
SILVERTON INTERNATIONAL FUND LIMITED
By:
PALOMA PARTNERS L.L.C.
By: Paloma Partners Company L.L.C.
Managing Member
By: Sundown Corp., Managing Member
By:
Authorized Signatory
PALOMA ADVISERS LIMITED (USA)
By:
Authorized Signatory
S. Donald Sussman
Robert B. Poile
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)
The undersigned acknowledge and agree that the
Schedule 13D on behalf of the undersigned and that all
subsequent amendments to Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned
acknowledge that each shall be responsible for the timely
filing of such amendments, and for the completeness and
accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other, except to
the extent that he or it knows or has reason to believe that
such information is inaccurate.
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<PAGE>
Dated:August __, 1997
SILVERTON INTERNATIONAL FUND LIMITED
By:
PALOMA PARTNERS L.L.C.
By: Paloma Partners Company L.L.C.
Managing Member
By: Sundown Corp., Managing Member
By:
Authorized Signatory
PALOMA ADVISERS LIMITED (USA)
By:
Authorized Signatory
S. Donald Sussman
Robert B. Poile
