This Amendment No. 11 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, Amendment No. 6 to the Schedule 13D filed on February 10, 2008 by TAM, Amendment No. 7 to the Schedule 13D filed on April 18, 2008 by TAM, Amendment No. 8 to the Schedule 13D filed on May 8, 2008 by TAM, Amendment No. 9 to the Schedule 13D filed on September 15, 2008 by TAM, and Amendment No. 10 to the Schedule 13D filed on November 9, 2010 by TAM (the “Statement”) relating to the common shares (“Common Shares”) of Catalyst Paper Corporation, a corporation organized under the laws of the province of British Columbia, Canada (the “Company”).
This Amendment No. 11 amends the Statement to reflect the disposition of 1,657,000 Common Shares beneficially owned by certain investment advisory clients of TAM and the acquisition of 245,500 Common Shares beneficially owned by certain investment advisory clients of TAM during the past sixty days. As of June 1, 2011, TAM continues to exercise control or direction over 123,474,210 Common Shares, or 32.3% of the outstanding Common Shares (which is a reduction from the 127,734,901 Common Shares, or 33.5% of the outstanding Common Shares, reflected in Amendment No. 10 to the Schedule 13D that was filed on November 9, 2010).
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 of the Statement is hereby amended in its entirety to read as follows:
Pursuant to instructions from various investment advisory clients of TAM, an aggregate of 1,657,000 Common Shares, or approximately 0.4% of the Company’s issued and outstanding Common Shares, were sold during the past sixty days due to pro-rata reductions in certain accounts. Pursuant to instructions from various investment advisory clients of TAM, an aggregate of 245,500 Common Shares, or approximately 0.1% of the Company’s issued and outstanding Common Shares, were acquired during the past sixty days.
TAM continues to exercise control or direction over 123,474,210 Common Shares as investment adviser to investment advisory clients. TAM is currently entitled to vote 113,712,582 of such Common Shares.
Subject to compliance with applicable securities laws, TAM may, in the future on behalf of its client accounts, acquire control or direction over additional Common Shares, sell Common Shares or cease to exercise control or direction over Common Shares. 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.
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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 123,474,210 Common Shares, constituting approximately 32.3% of the 381,753,490 Common Shares outstanding as of December 31, 2010.
A. Third Avenue International Value Fund
| | (a) | | Amount beneficially owned: 72,271,095 Common Shares. |
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| | (b) | | Percent of class: 18.9% |
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| | (c) | | Number of Common Shares as to which TAM has: |
| | (i) | | Sole power to vote or direct the vote: 72,271,095 |
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| | (ii) | | Shared power to vote or direct the vote: 0 |
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| | (iii) | | Sole power to dispose or direct the disposition: 72,271,095 |
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| | (iv) | | Shared power to dispose or direct the disposition: 0 |
B. Third Avenue Management Separately Managed Accounts
| | (a) | | Amount beneficially owned: 28,191,702 Common Shares. |
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| | (b) | | Percent of class: 7.4% |
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| | (c) | | Number of Common Shares as to which TAM has: |
| | (i) | | Sole power to vote or direct the vote: 18,430,074 |
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| | (ii) | | Shared power to vote or direct the vote: 0 |
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| | (iii) | | Sole power to dispose or direct the disposition: 28,191,702 |
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| | (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. |
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| | (b) | | Percent of class: 5.6% |
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| | (c) | | Number of Common Shares as to which TAM has: |
| | (i) | | Sole power to vote or direct the vote: 21,530,352 |
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| | (ii) | | Shared power to vote or direct the vote: 0 |
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| | (iii) | | Sole power to dispose or direct the disposition: 21,530,352 |
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| | (iv) | | Shared power to dispose or direct the disposition: 0 |
D. Third Avenue International Value Fund UCITS
| | (a) | | Amount beneficially owned: 1,481,061 Common Shares. |
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| | (b) | | Percent of class: 0.4% |
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| | (c) | | Number of Common Shares as to which TAM has: |
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| | (i) | | Sole power to vote or direct the vote: 1,481,061 |
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| | (ii) | | Shared power to vote or direct the vote: 0 |
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| | (iii) | | Sole power to dispose or direct the disposition: 1,481,061 |
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| | (iv) | | Shared power to dispose or direct the disposition: 0 |
(c) TAM has effected the following transactions in the Common Shares during the past sixty days:
| Transaction Effected By: | | Date of
Transaction | | Amount of Common
Shares Involved | | Price per Common
Share CAD | | Where and
How Effected |
| Third Avenue International Value Fund UCITS | | 03/22/11 | | 73,100 | | | $ 0.3588 | | Buy |
| Separately managed accounts | | 03/30/11 | | 333,500 | | | $ 0.3658 | | Pro-rata reduction |
| Third Avenue International Value Fund UCITS | | 04/01/11 | | 44,200 | | | $ 0.3300 | | Buy |
| Third Avenue International Value Fund UCITS | | 05/03/11 | | 128,200 | | | $ 0.2233 | | Buy |
| Separately managed accounts | | 05/10/11 | | 216,000 | | | $ 0.2141 | | Pro-rata reduction |
| Separately managed accounts | | 05/26/11 | | 100,000 | | | $ 0.1700 | | Pro-rata reduction |
| Separately managed accounts | | 05/27/11 | | 80,000 | | | $ 0.1700 | | Pro-rata reduction |
| Separately managed accounts | | 05/31/11 | | 148,500 | | | $ 0.1667 | | Pro-rata reduction |
| Separately managed accounts | | 06/01/11 | | 779,000 | | | $ 0.1600 | | Pro-rata reduction |
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(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 of the Statement is hereby amended and supplemented by the filing of the following exhibits herewith:
None.
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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: June 6, 2011
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| | THIRD AVENUE MANAGEMENT LLC
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| | /s/ W. James Hall | |
| | Name: | W. James Hall | |
| | Title: | General Counsel | |
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