SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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.)
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)
August 20, 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
6,380,214
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,380,214
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,380,214
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1%
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
6,380,214
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,380,214
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,380,214
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1%
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
6,150,804
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,150,804
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,150,804
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%
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
6,380,214 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 $14,096,467.
As of the date hereof, Elm Ridge Capital Management, LLC may be deemed to
beneficially own 6,380,214 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 $14,096,467.
As of the date hereof, Elm Ridge Offshore Master Fund, Ltd. may be deemed
to beneficially own 6,150,804 Shares.
The funds for the purchase of such Shares came from the Reporting Person's
working capital. The total cost for such Shares is $13,631,421.
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 6,380,214 Shares, or 21.1% of the Shares of the Issuer, based upon the
25,777,782 Shares the Issuer reported outstanding as of July 31, 2008, adjusted
for warrants held by the Reporting Persons.
Ronald E. Gutfleish shares the power to vote or direct the vote of
6,380,214 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 6,380,214 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 6,380,214 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 6,380,214 Shares, or 21.1% of the Shares of the
Issuer, based upon the 25,777,782 Shares the Issuer reported outstanding as of
July 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 6,380,214 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 6,380,214 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 6,380,214 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 6,150,804 Shares, or 20.3% of the Shares of
the Issuer, based upon the 25,777,782 Shares the Issuer reported outstanding as
of July 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 6,150,804 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 6,150,804 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 6,150,804 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 during the past 60 days by the Reporting
Persons on behalf of the Clients 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.
August 22, 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, dated August 22, 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
August 22, 2208
* 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
Date of Transaction Number of Shares Cost of Shares
8/20/08 630,000 $2.42
SK 03563 0004 913336 v2