UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
(Amendment No. 2)
(Final Amendment)
Under the Securities Exchange Act Of 1934
Repap Enterprises Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
76026M309
(CUSIP Number)
Reko Aalto-Setala with copies to:
General Counsel Timothy B. Goodell, Esq.
UPM-Kymmene Corporation White & Case LLP
Etelaesplanadi 2 1155 Avenue of the Americas
P.O. Box 380 New York, NY 10036
FIN-00101 Helsinki, Finland (212) 819-8200
358-204-15-111
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 16, 2000
(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 .
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CUSIP No. 76026M309
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UPM-Kymmene Corporation I.R.S. Identification No.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Finland
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NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON
WITH 0
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
This Amendment No. 2 (Final Amendment) amends and supplements the Schedule
13D filed on September 7, 2000 by UPM-Kymmene Corporation ("UPM"), as amended by
Amendment No. 1 dated September 12, 2000, in relation to the common shares (the
"Common Shares") of Repap Enterprises Inc., a corporation organized under the
laws of Canada ("Repap").
Item 2. Identity and Background
Item 2(a)-(c); (f) is hereby amended by adding the following as the fifth
paragraph thereof:
"On October 16, 2000 the Amalgamation was effected pursuant to the terms of
the Acquisition Agreement. At the effective time of the Amalgamation the
following occurred: (i) the common shares of Acquireco were converted into all
of the common shares of Amalco; (ii) all of the Common Shares owned by UPM were
canceled; and (iii) all of the Common Shares (other than those owned by UPM)
were converted into special shares which were immediately transferred to a
wholly-owned subsidiary of UPM in accordance with the terms of the special
shares. In accordance with the Acquisition Agreement, UPM paid to Montreal Trust
Company of Canada the aggregate consideration payable to the former holders of
the Common Shares. Immediately following the Amalgamation, a wholly-owned
subsidiary of UPM acquired the Preferred Shares from Petty in accordance with
the Petty Agreement."
Item 5. Interest in Securities of the Issuer
Item 5(a) is hereby amended by adding the following as the second paragraph
thereof:
"At the effective time of the Amalgamation the following occurred: (i) the
common shares of Acquireco were converted into all of the common shares of
Amalco, (ii) all of the Common Shares owned by UPM were canceled; and (iii) all
of the Common Shares (other than those owned by UPM) were converted into special
shares which were immediately transferred to a wholly-owned subsidiary of UPM.
As a result of the foregoing, there are no longer any Common Shares to be
beneficially owned by UPM."
Item 5(b) is hereby amended by adding the following as the second paragraph
thereof:
"At the effective time of the Amalgamation the following occurred: (i) the
common shares of Acquireco were converted into all of the common shares of
Amalco; (ii) all of the Common Shares owned by UPM were canceled; and (iii) all
of the Common Shares (other than those owned by UPM) were converted into special
shares which were immediately transferred to a wholly-owned subsidiary of UPM in
accordance with the terms of the special shares. As a result of the foregoing,
there are no longer any Common Shares to be voted or disposed of."
Item 7. Material to be filed as Exhibits
Item 7 is hereby amended by adding the following thereto:
"8. Joint Press Release, dated October 16, 2000 issued by UPM-Kymmene
Corporation."
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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: October 16, 2000
UPM-KYMMENE CORPORATION
By: /s/ Reko-Aalto-Setala
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Name: Reko Aalto-Setala
Title: General Counsel
By: /s/ Jaakko Palsanen
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Name: Jaakko Palsanen
Title: Vice President
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The following table sets forth for the executive officers and directors of UPM:
(i) the name of each such person; and (ii) the present principal occupation or
employment of each such person. The principal business address of UPM and the
current business address for each of its officers and directors is UPM-Kymmene
Corporation, Etelaesplanadi 2, P.O. Box 380, FIN-00101, Helsinki, Finland.
Executive Officers and Directors of UPM-Kymmene Corporation
Present principal occupation or employment
Name/Position and name of employer
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Tauno Matomaki Chairman of the Board of UPM-Kymmene
Corporation
Jouko K. Leskinen Vice Chairman of the Board of UPM-Kymmene
Corporation; President and Chief Executive
Officer of Sampo Group
Gustaf Serlachius Vice Chairman of the Board and Director of
UPM-Kymmene Corporation; Chairman of the
Administrative Board and Management of the
Gosta Serlachius Fine Arts Foundation
Carl H. Amon III Director of UPM-Kymmene Corporation; Partner
of White & Case LLP
L.J. Jouhki Director of UPM-Kymmene Corporation; Managing
Partner of Thom Companies
Anton Lenstra Director of UPM-Kymmene Corporation; Executive
Vice President of Unilever N.V.
Juha Niemela President and Chief Executive Officer of
UPM-Kymmene Corporation
Jorma Ollila Director of UPM-Kymmene Corporation; Chairman
and Chief Executive Officer of Nokia
Corporation
Vesa Vainio Director of UPM-Kymmene Corporation; Chairman
of Nordic Baltic Holding
Matti Kavetvuo Director of UPM-Kymmene Corporation; President
and CEO of Pohjola Group Insurance Corporation
Martti Ahtisaari Director of UPM-Kymmene Corporation; Former
President of the Republic of Finland
Martin Granholm Executive Vice President of UPM-Kymmene
Corporation
Jan-Henrik Kulp Chief Financial Officer of UPM-Kymmene
Corporation
Heikki Sara Senior Vice President, Resources, of
UPM-Kymmene Corporation
Kari Toikka Senior Vice President, Investor Relations and
Administration, of UPM-Kymmene Corporation
Pentti Kallio President, Converting Materials, UPM-Kymmene
Corporation
Ismo Lepola President, Magazine Papers, of UPM-Kymmene
Corporation
Matti J. Lindahl President, Fine Papers, of UPM-Kymmene
Corporation
Kari Makkonen President, Wood Materials, of UPM-Kymmene
Corporation
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EXHIBIT INDEX
The Exhibit Index is hereby amended and restated to read in its entirety as
follows:
"1. Joint Press Release, dated August 29, 2000, issued by UPM-Kymmene
Corporation and Repap Enterprises, Inc.
2. Acquisition Agreement dated August 28, 2000, between UPM-Kymmene
Corporation and Repap Enterprises Inc.
3. Option Agreement dated August 28, 2000, between UPM-Kymmene Corporation and
Repap Enterprises Inc.
4. Letter Agreement dated August 28, 2000, between UPM-Kymmene Corporation and
the Third Avenue Trust, for the Third Avenue Value Fund Series and the
Third Avenue Small Cap Value Fund Series.
5. Letter Agreement dated August 28, 2000, between UPM-Kymmene Corporation and
TD Asset Management Inc.
6. Amending Agreement dated September 12, 2000, between UPM-Kymmene
Corporation and Repap Enterprises Inc.
7. Support Agreement dated September 12, 2000, between UPM-Kymmene Corporation
and George S. Petty Management Ltd. and 1211423 Ontario Inc.
8. Joint Press Release, dated October 16, 2000 issued by UPM-Kymmene
Corporation."
