UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D/A
(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. 2)
KapStone Paper and Packaging Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.0001 par value per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
861575108
--------------------------------------------------------------------------------
(CUSIP Number)
Ronald E. Gutfleish
c/o Elm Ridge Capital Management, LLC
3 West Main Street, 3rd Floor
Irvington, NY 10533
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 11, 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 that 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].
CUSIP No. 861575108
--------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ronald E. Gutfleish
c/o Elm Ridge Capital Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF, 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
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
7,480,296
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
7,480,296
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,480,296
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 861575108
--------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elm Ridge Capital Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
7,480,296
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
7,480,296
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,480,296
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
14. TYPE OF REPORTING PERSON
CO
CUSIP No. 861575108
--------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elm Ridge Offshore Master Fund, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF, 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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
7,213,786
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
7,213,786
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,213,786
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7%
14. TYPE OF REPORTING PERSON
CO
CUSIP No. 861575108
--------------------
Item 1. Security and Issuer.
The name of the issuer is the KapStone Paper and Packaging
Corporation, a Delaware corporation (the "Issuer"). The address of the
Issuer's offices is c/o Stone-Kaplan Investments, LLC, One Northfield
Plaza, Suite 480, Northfield, IL 60093. This schedule relates to the
Issuer's Common Stock, $.0001 par value (the "Shares").
--------------------------------------------------------------------------------
Item 2. Identity and Background.
(a-c,f) This Schedule 13D is being filed by Elm Ridge Capital
Management, LLC, a Delaware limited liability company (the "Investment
Manager"), Elm Ridge Offshore Master Fund, Ltd., a Cayman Islands exempted
company (the "Master Fund") and Ronald E. Gutfleish (each a "Reporting
Person" and collectively the "Reporting Persons"). The principal business
address of Mr. Gutfleish and the Investment Manager is located at 3 West
Main Street, 3rd Floor, Irvington, NY 10533. The principal business address
of the Master Fund is c/o Goldman Sachs (Cayman) Trust, Limited, P.O. Box
896, Harbour Centre, 2nd Floor, George Town, Grand Cayman, Cayman Islands.
Elm Ridge Capital Management, LLC serves as investment manager for the
Master Fund and as the management company for Elm Ridge Value Partners,
L.P., a Delaware limited partnership (the "Partnership"). Mr. Gutfleish
also serves as the managing member of the Investment Manager and as the
portfolio manager to the Partnership and the Master Fund (collectively, the
Partnership and the Master Fund, are referred to as the "Clients").
(d) Ronald E. Gutfleish is a United States citizen, has not, during
the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding were or are
subject to a judgement, 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.
As of the date hereof, Mr. Gutfleish may be deemed to beneficially own
7,480,296 Shares.
The funds for the purchase of such Shares came from the Client's
working capital and/or affiliated funds. The total cost for such Shares is
$18,223,296.
As of the date hereof, Elm Ridge Capital Management, LLC may be deemed
to beneficially own 7,480,296 Shares.
The funds for the purchase of such Shares came from the Client's
working capital and/or affiliated funds. The total cost for the Shares is
$18,223,296.
As of the date hereof, Elm Ridge Offshore Master Fund, Ltd. may be
deemed to beneficially own 7,213,786 Shares.
The funds for the purchase of such Shares came from the Reporting
Person's working capital. The total cost for such Shares is $17,626,782.
No borrowed funds were used to purchase the Shares, other than any
borrowed funds used for working capital purposes in the ordinary course of
business.
--------------------------------------------------------------------------------
Item 4. Purpose of Transaction.
The Shares held by the Reporting Persons were acquired for, and are
being held for, investment purposes by the Reporting Persons on behalf of
the Clients. The acquisitions of the Shares were made in the ordinary
course of the Reporting Persons' business or investment activities, as the
case may be.
The Reporting Persons have no plans or proposals which would relate to
or would result in: (a) the acquisition of additional securities of the
Issuer or the disposition of presently-owned securities of the Issuer; (b)
any extraordinary corporate transaction involving the Issuer; (c) a sale or
transfer of a material amount of assets of the Issuer; (d) any change in
the present Board of Directors or management of the Issuer; (e) any
material change in the present capitalization or dividend policy of the
Issuer; (f) any material change in the operating policies or corporate
structure of the Issuer; (g) any change in the Issuer's charter or by-laws;
(h) the Shares of the Issuer ceasing to be authorized to be quoted in the
over-the-counter security markets; or (i) causing the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934. The Reporting Persons, however,
reserve the right, at a later date, to effect one or more of such changes
or transactions in the number of Shares they may be deemed to beneficially
own.
Any future decision of the Reporting Persons to take any such actions
with respect to the Issuer or its securities will take into account various
factors, including the prospects of the Issuer, general market and economic
conditions and other factors deemed relevant.
--------------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
As of the date hereof, Ronald Gutfleish may be deemed to be the
beneficial owner of 7,480,296 Shares, or 22.6% of the Shares of the Issuer,
based upon the 28,370,248 Shares the Issuer reported outstanding as of
October 31, 2008, adjusted for warrants held by the Reporting Persons.
Ronald E. Gutfleish shares the power to vote or direct the vote of
7,480,296 Shares to which this filing relates.
Ronald E. Gutfleish has the sole power to vote or direct the vote of 0
Shares to which this filing relates.
Ronald E. Gutfleish shares the power to dispose or direct the
disposition of the 7,480,296 Shares to which this filing relates.
Ronald E. Gutfleish has the sole power to dispose or direct the
disposition of 0 Shares to which this filing relates.
Ronald E. Gutfleish specifically disclaims beneficial ownership in the
Shares reported herein except to the extent of his pecuniary interest
therein.
The 7,480,296 Shares were acquired for investment purposes. Ronald E.
Gutfleish and/or Ronald E. Gutfleish on behalf of the Clients may acquire
additional Shares, dispose of all or some of these Shares from time to
time, in each case in open markets or private transactions, block sales or
purchases or otherwise, or may continue to hold the Shares. Moreover,
Ronald E. Gutfleish may engage in any or all of the items discussed in Item
4 above.
As of the date hereof, Elm Ridge Capital Management, LLC may be deemed
to be the beneficial owner of 7,480,296 Shares, or 22.6% of the Shares of
the Issuer, based upon the 28,370,248 Shares the Issuer reported
outstanding as of October 31, 2008, adjusted for warrants held by the
Reporting Persons.
Elm Ridge Capital Management, LLC shares the power to vote or direct
the vote of the 7,480,296 Shares to which this filing relates.
Elm Ridge Capital Management, LLC has the sole power to vote or direct
the vote of 0 Shares to which this filing relates.
Elm Ridge Capital Management, LLC shares the power to dispose or
direct the disposition of the 7,480,296 Shares to which this filing
relates.
Elm Ridge Capital Management, LLC has the sole power to dispose or
direct the disposition of 0 Shares to which this filing relates.
Elm Ridge Capital Management, LLC specifically disclaims beneficial
ownership in the Shares reported herein except to the extent of his
pecuniary interest therein.
The 7,480,296 Shares were acquired for investment purposes. Elm Ridge
Capital Management, LLC and/or Elm Ridge Capital Management, LLC on behalf
of the Clients may acquire additional Shares, dispose of all or some of
these Shares from time to time, in each case in open markets or private
transactions, block sales or purchases or otherwise, or may continue to
hold the Shares. Moreover, Elm Ridge Capital Management, LLC may engage in
any or all of the items discussed in Item 4 above.
As of the date hereof, Elm Ridge Offshore Master Fund, Ltd. may be
deemed to be the beneficial owner of 7,213,786 Shares, or 21.7% of the
Shares of the Issuer, based upon the 28,370,248 Shares the Issuer reported
outstanding as of October 31, 2008, adjusted for warrants held by the
Reporting Persons.
Elm Ridge Offshore Master Fund, Ltd. shares the power to vote or
direct the vote of the 7,213,786 Shares to which this filing relates.
Elm Ridge Offshore Master Fund, Ltd. has the sole power to vote or
direct the vote of 0 Shares to which this filing relates.
Elm Ridge Offshore Master Fund, Ltd. shares the power to dispose or
direct the disposition of the 7,213,786 Shares to which this filing
relates.
Elm Ridge Offshore Master Fund, Ltd. has the sole power to dispose or
direct the disposition of 0 Shares to which this filing relates.
The 7,213,786 Shares were acquired for investment purposes. Elm Ridge
Offshore Master Fund, Ltd. may acquire additional Shares, dispose of all or
some of these Shares from time to time, in each case in open markets or
private transactions, block sales or purchases or otherwise, or may
continue to hold the Shares. Moreover, Elm Ridge Offshore Master Fund, Ltd.
may engage in any or all of the items discussed in Item 4 above.
The trading dates, number of shares purchased and sold and price per
share for all transactions in the Shares by the Reporting Persons on behalf
of the Clients since the most recently filed Schedule 13D are set forth in
Exhibit B and were all effected in broker transactions.
--------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons do not have any contract, arrangement,
understanding or relationship with any person with respect to the Shares.
--------------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits.
Exhibit B: Schedule of Transactions in the Shares of the Issuer
--------------------------------------------------------------------------------
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.
November 17, 2008
----------------------------
(Date)
Ronald E. Gutfleish*
/s/ Ronald E. Gutfleish
----------------------------
Elm Ridge Capital Management, LLC*
BY: /s/ Ronald E. Gutfleish
----------------------------
Name: Ronald E. Gutfleish
Title: Managing Member
Elm Ridge Offshore Master Fund, Ltd.
BY: /s/ Ronald E. Gutfleish
----------------------------
Name: Ronald E. Gutfleish
Title: Portfolio Manager
* The Reporting Persons specifically disclaim beneficial ownership in the
Shares reported herein except to the extent of their pecuniary interests
therein.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D/A, dated November 17, 2008 relating
to the Common Stock, $0.0001 par value of KapStone Paper and Packaging
Corporation shall be filed on behalf of the undersigned.
Ronald E. Gutfleish*
/s/ Ronald E. Gutfleish
----------------------------
Elm Ridge Capital Management, LLC*
BY: /s/ Ronald E. Gutfleish
----------------------------
Name: Ronald E. Gutfleish
Title: Managing Member
Elm Ridge Offshore Master Fund, Ltd.
BY: /s/ Ronald E. Gutfleish
----------------------------
Name: Ronald E. Gutfleish
Title: Portfolio Manager
November 17, 2008
* The Reporting Persons specifically disclaim beneficial ownership in the
Shares reported herein except to the extent of their pecuniary interests
therein.
Exhibit B
Transactions in the Shares
Number of
Date of Transaction Shares Purchased/(Sold) Price of Shares
------------------- ----------------------- ---------------
10/14/2008 30,000 $4.9533
10/15/2008 20,000 $4.7365
10/16/2008 39,000 $4.65
10/17/2008 19,000 $4.5
10/23/2008 11,100 $4.6634
10/24/2008 7,208 $4.55
10/27/2008 17,500 $4.6469
10/28/2008 49,707 $4.6458
10/29/2008 15,938 $4.5
10/30/2008 11,478 $4.6453
10/31/2008 45,000 $4.693
11/03/2008 3,874 $4.644
11/04/2008 1,000 $4.83
11/06/2008 300 $4.8055
11/06/2008 10,492 $4.81
11/07/2008 20,000 $4.747
11/10/2008 1,900 $4.7607
11/11/2008 390,500 $4.6
SK 03563 0004 938811