<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
REPAP ENTERPRISES INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
76026M309
(CUSIP Number)
Julia Murray
General Counsel - Finance
Enron Capital & Trade Resources Corp.
1400 Smith Street
Houston, TX 77002
(713) 853-6161
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 23, 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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: /_/
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) 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 13
<PAGE> 2
SCHEDULE
13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SUNDANCE ASSETS, L. P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
- --------------------------------------------------------------------------------
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 7 SOLE VOTING POWER
SHARES 0
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 128,571,429*
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 128,571,429*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,571,429*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%**
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* REPRESENTS SHARES OF COMMON STOCK INITIALLY ISSUABLE UPON CONVERSION OF U.S.
$45,000,000 PRINCIPAL AMOUNT OF 6% CONVERTIBLE SUBORDINATED DEBENTURES OF
REPAP ENTERPRISES INC. DESCRIBED HEREIN.
** BASED ON INFORMATION CONTAINED IN THE FORM 10-Q OF REPAP ENTERPRISES INC. FOR
THE QUARTER ENDED SEPTEMBER 30, 1998 AS OF SEPTEMBER 30, 1998.
Page 2 of 13
<PAGE> 3
SCHEDULE
13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ENRON CAPITAL & TRADE RESOURCES CORP.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
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 128,571,429*
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 128,571,429*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,571,429*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%**
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* REPRESENTS SHARES OF COMMON STOCK INITIALLY ISSUABLE UPON CONVERSION OF U.S.
$45,000,000 PRINCIPAL AMOUNT OF 6% CONVERTIBLE SUBORDINATED DEBENTURES OF
REPAP ENTERPRISES INC. DESCRIBED HEREIN.
** BASED ON INFORMATION CONTAINED IN THE FORM 10-Q OF REPAP ENTERPRISES INC. FOR
THE QUARTER ENDED SEPTEMBER 30, 1998 AS OF SEPTEMBER 30, 1998.
Page 3 of 13
<PAGE> 4
SCHEDULE
13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ENRON CORP.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 128,571,429*
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 128,571,429*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,571,429*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7% **
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
- --------------------------------------------------------------------------------
* REPRESENTS SHARES OF COMMON STOCK INITIALLY ISSUABLE UPON CONVERSION OF U.S.
$45,000,000 PRINCIPAL AMOUNT OF 6% CONVERTIBLE SUBORDINATED DEBENTURES OF
REPAP ENTERPRISES INC. DESCRIBED HEREIN.
** BASED ON INFORMATION CONTAINED IN THE FORM 10-Q OF REPAP ENTERPRISES INC. FOR
THE QUARTER ENDED SEPTEMBER 30, 1998 AS OF SEPTEMBER 30, 1998.
Page 4 of 13
<PAGE> 5
STATEMENT ON SCHEDULE 13D
Note: All information herein with respect to Repap Enterprises Inc., a Canadian
corporation (the "Issuer"), is to the best knowledge and belief of the Reporting
Entities (as defined herein). The joint Schedule 13D of Enron Corp. and Enron
Capital & Trade Resources Corp. dated May 26, 1998 (the "Initial Schedule 13D")
is amended by the addition of the following:
Item 2. Identity and Background, Item 4. Purpose of Transaction and Item 5.
Interest in Securities of the Issuer.
Effective as of December 23, 1998, the Issuer's U.S. $45,000,000
principal amount of 6% Convertible Subordinated Debentures (the "Debentures")
held by Enron Capital & Trade Resources Corp. ("ECT") were contributed to the
capital of Sundance Assets, L.P., a Delaware limited partnership ("Sundance"),
as part of an internal reorganization of the merchant asset portfolio of Enron
Corp. ("Enron") and its subsidiaries and affiliates. The general partner of
Sundance is Ponderosa Assets, L.P., a Delaware limited partnership
("Ponderosa"), which is wholly-owned by Enron and certain of its subsidiaries.
The general partner of Ponderosa is Enron Ponderosa Management Holdings, Inc., a
Delaware corporation and wholly-owned subsidiary of Enron ("EPMH"). Ponderosa as
the general partner of Sundance, and EPMH, as the general partner of Ponderosa,
may each be deemed to be controlling persons of Sundance.
This Schedule 13D/A amendment is being filed by (i) Sundance (as its
initial filing of Schedule 13D) whose principal business is the ownership and
management of a diversified portfolio of energy related investments, (ii) ECT
and (iii) Enron. Sundance, ECT and Enron are referred to herein as the
"Reporting Entities."
The address of the principal business office of Sundance, Ponderosa and
EPMH is 1400 Smith Street, Houston, Texas 77002. Schedule I attached hereto sets
forth certain additional information with respect to each director and each
executive officer of EPMH. Schedules II and III, respectively, set forth current
lists of the executive officers and directors of ECT and Enron, respectively.
The filing of this statement on Schedule 13D shall not be construed as an
admission that EPMH or any person listed on Schedule I, II or III hereto is, for
the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any
securities covered by this statement.
None of the Reporting Entities, nor to their knowledge Ponderosa or
EPMH or any person listed on Schedule I, II or III hereto, has been, during the
last five years (a) convicted of any criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) 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 prohibiting or mandating activities subject to, U.S.
federal or state securities laws or finding any violations with respect to such
laws.
Page 5 of 13
<PAGE> 6
The Debentures were acquired by Sundance as a contribution to its
capital upon formation. The Debentures are being held by Sundance for investment
purposes. The Debentures are convertible into Common Stock, no par value (the
"Common Stock") of the Issuer at the rate of U.S. $0.35 per share, subject to
adjustment. Sundance intends to review its investment in the Issuer on a
continuing basis and, depending upon the price of, and other market conditions
relating to, the Common Stock, subsequent developments affecting the Issuer, the
Issuer's business and prospects, other investment and business opportunities
available to Sundance, general stock market and economic conditions, tax
considerations and other factors deemed relevant, may decide to increase or
decrease the size of its investment in the Issuer.
None of the Reporting Entities directly owns any Common Stock. ECT no
longer the record holder of any Debentures. However, Sundance holds the
Debentures previously held in the name of ECT which are presently convertible
into 128,571,429 shares of Common Stock, subject to adjustment as set forth in
the Indenture with respect to the Debentures. If such Debentures were converted
into Common Stock, the shares of Common Stock issuable upon conversion of such
Debentures would represent approximately 14.7% of the outstanding Common Stock
(based on the number of shares of Common Stock outstanding as of September 30,
1998 as reported by the Issuer in its Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998). Enron and ECT may also be deemed to
beneficially own the Debentures held by Sundance. Enron disclaims beneficial
ownership of any Debentures.
ECT, Ponderosa, EPMH and Enron may be deemed to share dispositive power
over the Debentures and voting and dispositive power over the shares of Common
Stock issuable upon conversion thereof held by Sundance.
Other than the transactions described herein, none of the Reporting
Entities, nor to their knowledge Ponderosa, EPMH or any of the persons named in
the Schedules hereto, has effected any transactions in the Common Stock during
the preceding sixty days.
Item 7. Material to be Filed as Exhibits.
Exhibit 6 Joint Filing Agreement.
Page 6 of 13
<PAGE> 7
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: January 4, 1999 SUNDANCE ASSETS, L.P.
By: Ponderosa Assets, L.P.
its general partner
By: Enron Ponderosa Management
Holdings, Inc. its
general partner
By: \s\ Peggy B. Menchaca
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Date: January 4, 1999 ENRON CAPITAL & TRADE
RESOURCES CORP.
By: \s\ Peggy B. Menchaca
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Date: January 4, 1999 ENRON CORP.
By: \s\ Peggy B. Menchaca
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Page 7 of 13
<PAGE> 8
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
ENRON PONDEROSA MANAGEMENT HOLDINGS, INC.
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
1400 Smith Street
Houston, TX 77002
James V. Derrick, Jr. U.S.A. Director
Mark A. Frevert U.S.A. Director
Kenneth D. Rice U.S.A. Director and Chairman, Chief
Executive Officer and Managing
Director
Gene E. Humphrey U.S.A. President and Managing Director
Richard B. Buy U.S.A. Managing Director
Andrew S. Fastow U.S.A. Managing Director
Mark E. Haedicke U.S.A. Managing Director and General
Counsel
Jeffrey McMahon U.S.A. Managing Director, Finance and
Treasurer
Jeremy M. Blachman U.S.A. Vice President
William W. Brown U.S.A. Vice President
Robert J. Hermann U.S.A. Vice President and General Tax
Counsel
Michael J. Kopper U.S.A. Vice President
Peggy B. Menchaca U.S.A. Vice President and Secretary
Jordan H. Mintz U.S.A. Vice President, Tax and Tax
Counsel
Kristina M. Mordaunt U.S.A. Vice President and Assistant
General Counsel
Page I-1 of 13
<PAGE> 9
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CAPITAL & TRADE RESOURCES CORP.
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
1400 Smith Street
Houston, TX 77002
Mark A. Frevert U.S.A. Director; President--ECT Europe
and Managing Director
Mark E. Haedicke U.S.A. Director; Managing Director and
General Counsel
Kevin P. Hannon U.S.A. Director; President and Chief
Operating Officer
Kenneth D. Rice U.S.A. Director; Chairman of the Board,
Chief Executive Officer and
Managing Director; Chairman
and Chief Executive Officer--
ECT North America
Gene E. Humphrey U.S.A. Vice Chairman
Robert J. Hermann U.S.A. Vice President and General Tax
Counsel
II-1 of 13
<PAGE> 10
SCHEDULE III
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
Robert A. Belfer U.S.A. Director; Chairman, President and
767 Fifth Avenue, 46th Fl. Chief Executive Officer,
New York, NY 10153 Belco Oil & Gas Corp.
Norman P. Blake, Jr. U.S.A. Director; Chairman, United States
USF&G Corporation Fidelity and Guaranty Company
6225 Smith Ave. LA0300
Baltimore, MD 21209
Ronnie C. Chan U.S.A. Director; Chairman of Hang Lung
Hang Lung Development Development Group
Company Limited
28/F, Standard Chartered
Bank Building
4 Des Vouex Road Central
Hong Kong
John H. Duncan U.S.A. Director; Investments
5851 San Felipe, Suite 850
Houston, TX 77057
Joe H. Foy U.S.A. Director; Retired Senior Partner,
404 Highridge Dr. Bracewell & Patterson, L.L.P.
Kerrville, TX 78028
Wendy L. Gramm U.S.A. Director; Former Chairman, U.S.
P. O. Box 39134 Commodity Futures Trading
Washington, D.C. 20016 Commission
Ken L. Harrison U.S.A. Director; Vice Chairman of Enron
121 S. W. Salmon Street Corp. and Chairman and Chief
Portland, OR 97204 Executive Officer of Portland
General Electric Company
III-1 of 13
<PAGE> 11
Robert K. Jaedicke U.S.A. Director; Professor (Emeritus),
Graduate School of Business Graduate School of Business
Stanford University Stanford University
Stanford, CA 94305
Charles A. LeMaistre U.S.A. Director; President (Emeritus),
13104 Travis View Loop University of Texas M. D. Anderson
Austin, TX 78732 Cancer Center
Jerome J. Meyer U.S.A. Director; Chairman and Chief
26600 S. W. Parkway Executive Officer, Tektronix, Inc.
Building 63; P. O. Box 1000
Wilsonville, OR 97070-1000
John A. Urquhart U.S.A. Director; Senior Advisor to the
John A. Urquhart Assoc. Chairman of Enron Corp.;
111 Beach Road President, John A. Urquhart
Fairfield, CT 06430 Associates
John Wakeham U.K. Director; Former U.K. Secretary of
Pingleston House State for Energy and Leader of the
Old Alresford Houses of Commons and Lords
Hampshire S024 9TB
United Kingdom
Charls E. Walker U.S.A. Director; Chairman, Walker &
Walker & Walker, LLC Walker, LLC
10220 River Road, Ste. 105
Potomac, Maryland 20854
Herbert S. Winokur, Jr. U.S.A. Director; President, Winokur &
Winokur & Associates, Inc. Associates, Inc.
30 East Elm Ct.
Greenwich, CT 06830
Each of the following person's
business address is:
1400 Smith Street
Houston, TX 77002
Kenneth L. Lay U.S.A. Director; Chairman and Chief
Executive Officer
J. Clifford Baxter U.S.A. Senior Vice President, Corporate
Development
III-2 of 13
<PAGE> 12
Richard B. Buy U.S.A. Senior Vice President and Chief
Risk Officer
Richard A. Causey U.S.A. Senior Vice President, Chief
Accounting, Information and
Administrative Officer
James V. Derrick, Jr. U.S.A. Senior Vice President and General
Counsel
Andrew S. Fastow U.S.A. Senior Vice President and Chief
Financial Officer
Mark A. Frevert U.S.A. President and Chief Executive
Officer, Enron Europe, Ltd.
Stanley C. Horton U.S.A. Chairman and Chief Executive
Officer, Enron Gas Pipeline Group
Rebecca P. Mark U.S.A. Vice Chairman; Chairman, Enron
International, Inc.
Lou L. Pai U.S.A. Chairman, President and Chief
Executive Officer, Enron Energy
Services, Inc.
Kenneth D. Rice U.S.A. Chairman and Chief Executive
Officer, Enron Capital & Trade
Resources Corp. - North America
Jeffrey K. Skilling U.S.A. Director; President and Chief
Operating Officer, Enron Corp.
Joseph W. Sutton U.S.A. President and Chief Executive
Officer, Enron International, Inc.
III-3 of 13
<PAGE> 1
EXHIBIT 6
JOINT FILING AGREEMENT
The undersigned each agree that (i) the Statement on Schedule 13D
relating to the Common Stock, no par value, of Repap Enterprises Inc. is adopted
and filed on behalf of each of them, (ii) all future amendments to such
Statement on Schedule 13D will, unless written notice to the contrary is
delivered as described below, be jointly filed on behalf of each of them, and
(iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, apply to each of them. This agreement may be terminated with
respect to the obligation to jointly file future amendments to such Statement on
Schedule 13D as to any of the undersigned upon such person giving written notice
thereof to each of the other persons signatory hereto, at the principal office
thereof.
EXECUTED as of January 4, 1999.
SUNDANCE ASSETS, L.P.
By: Ponderosa Assets, L.P.
its general partner
By: Enron Ponderosa Management
Holdings, Inc.
its general partner
By: \s\ Peggy B. Menchaca
Name: Peggy B. Menchaca
Title: Vice President and Secretary
ENRON CAPITAL & TRADE RESOURCES CORP.
By: \s\ Peggy B. Menchaca
Name: Peggy B. Menchaca
Title: Vice President and Secretary
ENRON CORP.
By: \s\ Peggy B. Menchaca
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Page 6-1 of 13
