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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. 2)*
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)
March 26, 1998
(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 7 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
32,573,697
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
32,573,697
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
32,573,697
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
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
191,167,425
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
191,167,425
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
191,167,425
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.7%
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
The principal executive officers of Repap
Enterprises Inc. (the "Company") are now at 300 Atlantic
Street, Suite 200, Stamford, CT 06901.
ITEM 2. Identity and Background
Robert B. Poile, effective March 12, 1998, is no
longer an investment and portfolio manager for Silverton
International Fund Limited ("Silverton") and Paloma Partners
LLC ("Paloma Partners").
Sundown Corp. ("Sundown") is no longer a managing
member of Paloma Partners Company LLC ("PPC") (which is the
managing member of Paloma Partners). S. Donald Sussman is now
the sole managing member of PPC.
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 "Exchange Act"), may be
deemed to own beneficially all of the Shares beneficially
owned by Silverton.
(ii) Paloma Partners is the beneficial owner of
32,573,697 Shares, constituting approximately 4.4% of the
outstanding Shares, consisting of: (A) 31,103,273 actual
outstanding Shares and (B) 1,470,424 Shares (58.824 Shares per
CDN$1,000 principal amount) issuable upon conversion of CDN$
24,997,000 principal amount of 9% Convertible Debentures. PPC
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) Mr. Sussman 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 the other Reporting Persons.
(c) On March 26, 1998, River Road (Canada)
LLC, a subsidiary of Paloma Partners ("RRC") distributed 22
million Shares to Robert Poile, a former investment portfolio
manager for Paloma and Silverton as part of the distribution
of Mr. Poile's membership interest in RRC. For purposes of
this distribution, such Shares were valued at Cdn $ .28 per
Share.
<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: March 27, 1998
SILVERTON INTERNATIONAL FUND LIMITED
By: /s/ William J. Anderson
William J. Anderson, Vice President
PALOMA PARTNERS L.L.C.
By: Paloma Partners Company L.L.C.
Managing Member
By: /s/ S. Donald Sussman
S. Donald Sussman, Chairman
PALOMA ADVISERS LIMITED (USA)
By: /s/ S. Donald Sussman
S. Donald Sussman, President
/s/ S. Donald Sussman
S. Donald Sussman
