SC 13D/A

0000950123-08-004348.txt : 20080418 0000950123-08-004348.hdr.sgml : 20080418 20080418171534 ACCESSION NUMBER: 0000950123-08-004348 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080418 DATE AS OF CHANGE: 20080418 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CATALYST PAPER CORP CENTRAL INDEX KEY: 0001144906 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 980138030 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79409 FILM NUMBER: 08765245 BUSINESS ADDRESS: STREET 1: 2ND FLOOR STREET 2: 3600 LYSANDER LANE CITY: RICHMOND BC CANADA STATE: A1 ZIP: V7B 1C3 BUSINESS PHONE: 604-247-4017 MAIL ADDRESS: STREET 1: 2ND FLOOR STREET 2: 3600 LYSANDER LANE CITY: RICHMOND BC CANADA STATE: A1 ZIP: V7B 1C3 FORMER COMPANY: FORMER CONFORMED NAME: NORSKE SKOG CANADA LTD DATE OF NAME CHANGE: 20010713 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THIRD AVENUE MANAGEMENT LLC CENTRAL INDEX KEY: 0001099281 IRS NUMBER: 010690900 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 622 THIRD AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128885222 MAIL ADDRESS: STREET 1: 622 THIRD AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: EQSF ADVISERS INC DATE OF NAME CHANGE: 19991118 SC 13D/A 1 y54785sc13dza.htm AMENDMENT NO. 7 TO SCHEDULE 13D SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 7)
Under the Securities Exchange Act of 1934


Catalyst Paper Corporation

(Name of Issuer)

Common Shares

(Title of Class and Securities)

14888T104

(CUSIP Number of Class of Securities)

Third Avenue Management LLC
Attn: Mr. David Barse
622 Third Avenue, 32nd Floor
New York, NY 10017
(212) 888-2290

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

April 10, 2008

(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 Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: o .

* 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).


CUSIP No.		14888T104

NAMES OF REPORTING PERSONS

Third Avenue Management LLC I .D. No. 01-0690900

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

128,270,231 Shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

0 Shares

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

136,829,337 Shares

WITH

SHARED DISPOSITIVE POWER

0 Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

136,829,337 Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

35.84%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

Note: All shares identified above are the Company’s common shares, and the percentage in Row 13 above relates to such common shares.

Explanatory Note

This Amendment No. 7 amends and supplements the Schedule 13D filed on July 28, 2006 by Third Avenue Management LLC (“TAM”), as amended by Amendment No. 1 to the Schedule 13D filed on August 15, 2006 by TAM, Amendment No. 2 to the Schedule 13D filed on October 27, 2006 by TAM, Amendment No. 3 to the Schedule 13D filed on November 14, 2007 by TAM, Amendment No. 4 to the Schedule 13D filed on December 19, 2007 by TAM, Amendment No. 5 to the Schedule 13D filed on January 9, 2008 by TAM and Amendment No. 6 to the Schedule 13D filed on February 10, 2008 by TAM (the “Statement”) relating to the common shares of (“Common Shares”) of Catalyst Paper Corporation, a Canada corporation (the “Company”).

Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Statement, and unless amended or supplemented hereby, all information previously filed remains in effect.

Item 4. Purpose of Transaction

Item 4 of the Statement is hereby amended in its entirety to read as follows:

On April 10, 2008, the Company announced that it had completed the acquisition from a subsidiary of Abitibi Bowater of the Snowflake Arizona recycled newsprint mill for a total consideration of U.S.$161 million in cash. The definitive agreement to make such acquisition was previously announced on February 11, 2008. The acquisition, which was subject to the consent of the U.S. Department of Justice, other customary conditions and completion of a rights offering, was financed through a combination of debt and equity.

The Company raised the equity portion of the financing through a rights offering in an amount equal to C$125 million, resulting in the issuance of approximately 167.1 million subscription receipts on April 8, 2008. Such subscription receipts were converted on a one-for-one basis, without further payment therefor, into Common Shares of the Company as of April 10, 2008, upon the consummation by the Company of the Snowflake acquisition. The rights offering, which was also subject to regulatory approval, was made pursuant to a prospectus filed in each of the provinces of Canada and a registration statement filed with the U.S. Securities and Exchange Commission. As previously reported, in connection with the rights offering, the Company entered into an oversubscription agreement with Third Avenue Trust, on behalf of Third Avenue International Value Fund (“TAVIX”), an investment company formed under the Investment Company Act of 1940, as amended, for which TAM serves as investment adviser. As contemplated by the oversubscription agreement, the Company also entered into a registration rights agreement with Third Avenue Trust, on behalf of TAVIX, pursuant to which TAVIX and certain other holders of Common Shares that are advised by TAM have registration rights with respect to the newly acquired shares for a period of 10 years.

Pursuant to the rights offering, TAVIX purchased 31,190,852 Common Shares, Third Avenue Small-Cap Value Fund purchased 9,422,473 Common Shares, and Third Avenue Variable Series Trust purchased 835,082 Common Shares. Also pursuant to the rights offering, certain sub-advised funds and separately managed accounts for which TAM serves as investment adviser purchased an estimated aggregate of 19,373,241 Common Shares. Due to the delay of certain transfer agents and custodians in allocating the Common Shares associated with oversubscriptions, TAM has estimated the purchases by such sub-advised funds and separately managed accounts and undertakes to update this report with the fixed number of shares purchased at the earliest practicable date.

As previously reported, TAM may, in its capacity as a registered investment adviser to certain investment companies and separately managed accounts, from time to time acquire control or direction over additional Common Shares, sell Common Shares or cease to exercise control or direction over Common Shares.

Other than the aforementioned transaction, TAM has no present plans or proposals which relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

Item 5 of the Statement is hereby amended in its entirety to be replaced by the following:

(a-b) The aggregate number and percentage of Common Shares to which this Schedule 13D relates is 136,829,337 Common Shares, constituting approximately 35.84% of the 381,753,490 Common Shares outstanding as of April 17, 2008.

A. Third Avenue International Value Fund

(a)

Amount beneficially owned: 71,271,097 Common Shares.

(b)

Percent of class: 18.67%

(c)

Number of Common Shares as to which TAM has:

(i)

Sole power to vote or direct the vote: 71,271,097

(ii)

Shared power to vote or direct the vote: 0

(iii)

Sole power to dispose or direct the disposition: 71,271,097

(iv)

Shared power to dispose or direct the disposition: 0

B. Third Avenue Management Separately Managed Accounts

(a)

Amount beneficially owned: 42,154,988 Common Shares.

(b)

Percent of class: 11.04%

(c)

Number of Common Shares as to which TAM has:

(i)

Sole power to vote or direct the vote: 33,595,882

(ii)

Shared power to vote or direct the vote: 0

(iii)

Sole power to dispose or direct the disposition: 42,154,988

(iv)

Shared power to dispose or direct the disposition: 0

C. Third Avenue Small-Cap Value Fund

(a)

Amount beneficially owned: 21,530,352 Common Shares.

(b)

Percent of class: 5.64%

(c)

Number of Common Shares as to which TAM has:

(i)

Sole power to vote or direct the vote: 21,530,352

(ii)

Shared power to vote or direct the vote: 0

(iii)

Sole power to dispose or direct the disposition: 21,530,352

(iv)

Shared power to dispose or direct the disposition: 0

D. Third Avenue Variable Series Trust

(a)

Amount beneficially owned: 1,872,900 Common Shares.

(b)

Percent of class: 0.49%

(c)

Number of Common Shares as to which TAM has:

(i)

Sole power to vote or direct the vote: 1,872,900

(ii)

Shared power to vote or direct the vote: 0

(iii)

Sole power to dispose or direct the disposition: 1,872,900

(iv)

Shared power to dispose or direct the disposition: 0

Amount of

Price per

Date of

Common Shares

Common Share

Where and How

Transaction Effected By:

Transaction

Involved

CAD

Effected

Separately managed accounts

02/13/08

40,250

n/a

Closed account

Separately managed accounts

02/22/08

50,400

n/a

Closed account

Separately managed accounts

02/29/08

54,025

n/a

Closed account

Third Avenue Management Separately Managed Accounts

04/10/08

19,373,241

0.75

Rights offering

Third Avenue Small-Cap Value Fund

04/10/08

9,422,473

0.75

Rights offering

Third Avenue International Value Fund

04/10/08

31,190,852

0.75

Rights offering

Third Avenue Variable Series Trust

04/10/08

835,082

0.75

Rights offering

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Common Shares other than the funds and accounts identified above.

(e) Not applicable.

Item 7. Material to be Filed as an Exhibit

Item 7 of the Statement hereby amended and supplemented by the filing of the following exhibits herewith:


Exhibit
No.		Description

	1	Company Press Release dated April 10, 2008.

SIGNATURES

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: April 18, 2008


THIRD AVENUE MANAGEMENT LLC


/s/ W. James Hall

Name: W. James Hall
Title: General Counsel

EX-99.1 2 y54785exv99w1.htm EX-99.1: PRESS RELEASE EX-99.1

Exhibit 1

Catalyst Paper Corporation
2nd Floor, 3600 Lysander Lane
Richmond, British Columbia
Canada V7B 1C3

Tel: 604 247 4400
Fax: 604 247 0512

News Release

April 10, 2008

Catalyst completes acquisition of Snowflake newsprint mill and Subscription Receipts exchanged for Common Shares

Richmond (BC) — Catalyst Paper Corporation (TSX:CTL) has completed its US$161 million acquisition of the recycled newsprint mill in Snowflake, Arizona. A definitive agreement to acquire this operation from an AbitibiBowater subsidiary was announced in February, and its finalization represents the first extension of Catalyst’s manufacturing base beyond Canada.

The Snowflake mill, located about 290 km (180 miles) from Phoenix, Arizona, is one of the lowest-cost newsprint mills in North America. Its annual production capacity is 375,000 tonnes of 100 per cent recycled newsprint. This brings Catalyst’s total newsprint production capacity to approximately 980,000 tonnes, complementing its mechanical specialty paper capacity of some 1.1 million tonnes.

“Increasing our recycled newsprint capacity strengthens our ability to meet demand for this grade in large urban regions,” said Richard Garneau, President and Chief Executive Officer. “The Snowflake mill is well-located to serve growing population centres in western North American and is the freight-logical supplier to a number of key markets.”

The acquisition is expected to provide annual synergies of US$10 million through cost-savings in purchasing and related services, as well as optimization of product distribution networks. It also provides Catalyst with fibre and currency diversification.

Snowflake has a record of performance and profitability, reflecting positive labour relations and modern equipment. It is an energy self-sufficient mill with the potential to sell some excess electricity to the power grid. Snowflake’s production will be marketed under Catalyst’s Marathon newsprint brand.

The acquisition was financed, in part, through a C$125 million rights offering resulting in the issue of approximately 167.1 million Subscription Receipts. With the completion of the Snowflake Acquisition, each of the Subscription Receipts was deemed exercised for one fully paid common share of Catalyst. Share certificates representing the common shares will be distributed to holders of the Subscription Receipts shortly. The balance of the purchase price for the acquisition was funded by drawings under Catalyst’s secured revolving operating facility.

About Catalyst Paper

Catalyst is a leading producer of mechanical printing papers, headquartered in Richmond, British Columbia, Canada. The company also produces market kraft pulp and owns Western Canada’s largest paper recycling facility. With six mills strategically located within western North America, Catalyst has a combined annual capacity of 2.8 million tonnes of product. Catalyst’s common shares trade on the Toronto Stock Exchange under the symbol CTL.

Forward-Looking Statements

Certain of the matters set forth in this news release including statements with respect to production capacity, the achievement of synergies, cost reductions and business efficiencies which may result from the acquisition of the Snowflake mill are forward-looking statements. These forward-looking statements reflect management’s current views and are based on certain assumptions including assumptions as to future economic conditions and courses of action, as well as other factors management believes are appropriate. Such forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those contained in these statements including those risks and uncertainties identified under the heading “Risk Factors” in the management’s discussion and analysis contained in Catalyst’s most recent Annual Report available at www.sedar.com or at www.sec.gov .

For more information:


Investors		Media
David Smales, Vice President, Finance		Lyn Brown, Vice President
& Chief Financial Officer		Corporate Relations & Social Responsibility
(604) 247-4011		(604) 247-4713

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