UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1 (A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2 (A)
(AMENDMENT NO. )
Repap Enterprises, Inc.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE PER SHARE
-------------------------------------
(Title of Class of Securities)
76026M309
(CUSIP Number)
MARTIN J. WHITMAN, 767 THIRD AVENUE, NEW YORK, NY 10017,
- ---------------------------------------------------------
(212)888-6685
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
AUGUST 28, 2000
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(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(e), 13d-1 (f) or 13d-1 (g), check the following
box [X ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
1The 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 the
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>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
EQSF Advisers, Inc.
(EIN 13-3354359)
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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
New York Corporation
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7 SOLE VOTING POWER
NUMBER OF 122,428,179 (SEE ITEM 4)
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8 SHARED VOTING POWER
SHARES
NONE
BENEFICIALLY
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 122,428,179 (SEE ITEM 4)
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PERSON WITH 10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,428,179
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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)
16.46%
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14 TYPE OF REPORTING PERSON*
IA
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*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>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Martin J. Whitman
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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*
NA
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF NONE (SEE ITEM 4)
------------------------------------------------------
8 SHARED VOTING POWER
SHARES
NONE
BENEFICIALLY
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE (SEE ITEM 4)
------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
NONE
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
--------------------------------------------------------------------------------
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 per share, of
Repap Enterprises Inc. (the "Issuer"). The address of the Issuer's principal
executive offices is 300 Atlantic Street, Suite 200, Stamford, CT 06901.
ITEM 2. IDENTITY AND BACKGROUND
The persons filing this statement are EQSF Advisers, Inc., a New York
corporation ("EQSF"), and Martin J. Whitman, all having their principal place of
business at 767 Third Avenue, New York, New York 10017 (EQSF and Mr. Whitman are
hereinafter collectively referred to as "Registrants").
EQSF is an investment adviser registered under the Investment Advisers
Act of 1940 and provides investment advisory services to several registered
mutual funds. Mr. Whitman, a United States citizen, is the Chairman of the Board
of EQSF and controls (through ownership and an irrevocable proxy) a majority of
the outstanding shares of EQSF common stock. Mr. Whitman is also Chairman of the
Board and Chief Executive Officer of Danielson Holding Corporation, a Delaware
corporation and an insurance holding company ("DHC"), and M.J. Whitman, Inc., a
New York corporation and a registered broker-dealer ("MJW"), both of which have
their principal place of business at 767 Third Avenue, New York, NY 10017.
Mr. David M. Barse is the President and Chief Operating Officer and a
director of EQSF, DHC and MJW. Michael Carney is the Treasurer and Chief
Financial Officer of EQSF, DHC and MJW. W. James Hall is the Secretary and
General Counsel of EQSF, DHC and MJW. Barbara Whitman is a registered
representative at MJW and a director of EQSF. The principal place of business of
each of the foregoing is 767 Third Avenue, New York, New York 10017.
None of the Registrants nor any executive officer or director of EQSF
has, during the past five years, (a) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (b) been 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, federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares subject to this report were purchased by Third Avenue Value
Fund("TAVF") and Third Avenue Small-Cap Value Fund ("Small-Cap Value"), two of
the mutual funds for which EQSF is the investment adviser.The aggregate purchase
price of the 110,174,479 shares of the Issuer purchased by TAVF was
approximately $5,805,424. The aggregate purchase price of the 12,253,700 shares
of the Issuer purchased by Small-Cap Value was approximately $645,684. All of
such shares were paid for with the respective working capital of Third Avenue
Value Fund and Third Avenue Small-Cap Value Fund.
ITEM 4. PURPOSE OF TRANSACTION
The Registrants have entered into an agreement with UPM-Kymmene Corpor-
ation ("UPM") which requires the Registrants, in the absence of a more favorable
transaction, to support and vote in favor of UPM's proposed acquisition of the
Issuer in a transaction to be effected by way of an amalgamation. A copy of the
agreement is attached hereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
EQSF is the beneficial owner of 122,428,179 shares of the Issuer, which
constitutes approximately 16.46% of the outstanding shares of the Issuer based
on the number of such shares outstanding according to the Issuer's quarterly
report on Form 10-Q for the quarter ended June 30, 2000. EQSF has the sole power
to vote and to direct the disposition of the shares of the Issuer. Mr. Whitman
may be deemed to have beneficial ownership of the shares of the Issuer
beneficially owned by EQSF by reason of his control of EQSF. Mr. Whitman
disclaims beneficial ownership of such shares for all other purposes. Third
Avenue Value Fund, an investment company registered under the Investment Company
Act of 1940, has the right to receive dividends from, and the proceeds from the
sale of, 110,174,479 of the shares reported by EQSF and Third Avenue Small-Cap
Value Fund, an investment company registered under the Investment Company Act of
1940, has the right to receive dividends from, and the proceeds from the sale
of, 12,253,700 of the shares reported by EQSF.
No transactions in the shares of the Issuer were effected in the last
60 days.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Support Agreement dated August 28, 2000.
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.
AUGUST 28, 2000
---------------
Date
EQSF Advisers, Inc.
BY: /S/ MARTIN J. WHITMAN
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Name: Martin J. Whitman
Title: Chairman, President and
Chief Executive Officer
/S/ MARTIN J. WHITMAN
--------------------------------
Martin J. Whitman
<PAGE>
