UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
(Amendment No. 1)
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)
September 12, 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 / /.
<PAGE>
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
WC
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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 155,593,177*
WITH
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8 SHARED VOTING POWER
256,399,957
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9 SOLE DISPOSITIVE POWER
155,593,177*
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
411,993,134*
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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)
55.4%*
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14 TYPE OF REPORTING PERSON
CO
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* The number of shares indicated includes 10 shares owned by Blandin Paper
Company, a wholly-owned subsidiary of UPM, but does not include shares
which may be held by any of UPM's employee benefits plans.
<PAGE>
SCHEDULE 13
This Amendment No. 1 amends and supplements the Schedule 13D filed on
September 7, 2000 by UPM-Kymmene Corporation ("UPM") 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 to the end
of the second paragraph thereof:
"On September 12, 2000, UPM and Repap entered into an Amending
Agreement (the "Amending Agreement") to amend the Acquisition Agreement. As a
result of the amendments set forth in the Amending Agreement, the consideration
to be received upon the Amalgamation will be paid by UPM or a wholly-owned
subsidiary of UPM rather than the corporation continuing as a result of the
Amalgamation ("Amalco"). The Amending Agreement is incorporated herein by
reference and is filed as Exhibit 6 hereto."
Item 2(a)-(c); (f) is hereby amended by adding the following to the end
of the fourth paragraph thereof:
"On September 12, 2000, two corporations controlled by George S. Petty,
George S. Petty Management Ltd. and 1211423 Ontario Inc. (collectively,
"Petty"), entered into an agreement with UPM (the "Petty Agreement") pursuant to
which Petty has agreed, subject to the terms and conditions set forth therein,
to support the transaction and vote Petty's combined total of approximately 3.7%
of the Common Shares in favor of the Amalgamation and against any action which
would impede the Amalgamation. Petty is also the beneficial owner of 240,000
Preferred Shares, Series C and 400,000 Preferred Shares, Series F of Repap (the
"Preferred Shares") which together constitute all of the issued and outstanding
preferred shares of Repap. The Preferred Shares are entitled to be voted
together with the Common Shares (and not as a separate class) in respect of the
Amalgamation. Pursuant to the Petty Agreement, Petty has agreed, subject to the
terms and conditions set forth therein, to vote the Preferred Shares in favor of
the Amalgamation and against any action which would impede the Amalgamation. The
Petty Agreement is described in Item 6 below. The Petty Agreement is
incorporated herein by reference and is filed as Exhibit 7 hereto."
Item 5. Interest in Securities of the Issuer
Item 5(a) is hereby amended by deleting the first sentence thereof in
its entirety and by replacing it with the following:
"As a result of the Option Agreement, the Letter Agreements, the Petty
Agreement and other holdings, UPM may be deemed to be the beneficial owner of
411,993,134 Common Shares, which would represent approximately 55.4% of the
Common Shares outstanding (based on 743,960,637 Common Shares outstanding as
reported in Repap's Form 10-Q filed on August 4, 2000 and as represented to UPM
by Repap in the Acquisition Agreement)."
Item 5(b) is hereby amended by adding the following to the end of the
first paragraph thereof:
"Pursuant to the Petty Agreement, UPM has shared power to vote all the
Common Shares owned by Petty (27,412,255) in the limited circumstances set forth
in the Petty Agreement."
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Item 6 is hereby amended by adding the following to the end thereof:
"3. Petty Agreement
Under the Petty Agreement, Petty has agreed to support the transaction
and vote the 27,412,255 Common Shares (equal to approximately 3.7% of the Common
Shares) owned by Petty and the Preferred Shares in favor of approving the
Amalgamation. This support is being granted subject to the same conditions
outlined above in respect of the Supporting Shareholders except that the Petty
Agreement also provides that if the Amalgamation is consummated, UPM or a
wholly-owned subsidiary of UPM will offer to purchase, and Petty has agreed to
sell, the preferred shares in Amalco into which the Preferred Shares will be
converted on the Amalgamation."
Item 7. Material to be filed as Exhibits
Item 7 is hereby amended by adding the following thereto:
"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."
<PAGE>
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: September 13, 2000
UPM-KYMMENE CORPORATION
By: /s/ Reko Aalto-Setala
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Name: Reko Aalto-Setala
Title: General Counsel
By: /s/ Jaakko Palsanen
------------------------------
Name: Jaakko Palsanen
Title: Vice President
<PAGE>
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
Name/Position employment and name of employer
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
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
Gustaf Serlachius Director of UPM-Kymmene Corporation;
Chairman of the Administrative Board and
Management of the Gosta Serlachius Fine
Arts Foundation
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
<PAGE>
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."
