AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1998

REGISTRATION NO. 333-42201

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BEAR ISLAND PAPER BEAR ISLAND FINANCE
COMPANY, L.L.C. COMPANY II
(Exact name of Registrant as specified in its charter) (Exact name of Registrant as specified in its charter)
Virginia Delaware
(State or other jurisdiction of incorporation or organization) (State or other jurisdiction of incorporation or
organization)

2621 2621
(Primary Standard Industrial Classification Code Number) (Primary Standard Industrial Classification Code Number)
06-0980835 51-0378911
(I.R.S. Employer Identification Number) (I.R.S. Employer Identification Number)

10026 OLD RIDGE ROAD
ASHLAND, VA 23005
(804) 227-3394

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

EDWARD D. SHERRICK
BRANT-ALLEN INDUSTRIES, INC.
POST OFFICE BOX 3443
80 FIELD POINT ROAD
GREENWICH, CT 06830
(203) 661-3344

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)

COPIES TO:
DAVID J. GOLDSCHMIDT, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NY 10022
(212) 735-3000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED OFFER TO EXCHANGE AND CONSENT
SOLICITATION: As soon as practicable after this Registration Statement
becomes effective. IF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED IN CONNECTION WITH THE FORMATION OF A HOLDING COMPANY AND THERE IS
COMPLIANCE WITH GENERAL INSTRUCTION G, CHECK THE FOLLOWING BOX. [ ]

THE REGISTRANT HEREBY AMENDS THE REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

20.1 THE BEAR ISLAND PAPER COMPANY, L.L.C.

The Company is a limited liabilitiy company organized under the Limited
Liability Company Act of the Commonwealth of Virginia (the "Virginia L.L.C.
Law"). Section 13.1-1009 of the Virginia L.L.C. Law empowers a Virginia
limited liability company to indemnify any persons who are, or are threatened
to be made, parties to any threatened, pending or completed legal action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of
the fact that such person is or was an officer, director, member, employee or
agent of such company, or is or was serving at the request of such company as
a director, officer, member, employee or agent of another company,
corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, provided that such
officer or director acted in good faith and in a manner he reasonably
believed to be in or not opposed to the company's best interests, and, for
criminal proceedings, had no reasonable cause to believe his conduct was
unlawful. A Virginia limited liability company may indemnify officers and
directors against expenses (including attorneys' fees) in an action by or in
the right of the company under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the company. Where an officer or
director is successful on the merits or otherwise in the defense of any
action referred to above, the company must indemnify him against the expenses
which such officer or director actually and reasonably incurred.

Article VI of the Operating Agreement of the Company, a copy of which is
filed as Exhibit 3.2 to this Registration Statement, allows the Company to
maintain director and officer liability insurance on behalf of any person who
is or was a director or officer of the Company or such person who serves or
served as director, officer, member, employee or agent, of another company,
corporation, partnership or other enterprise at the request of the
Registrant. Article VI of the Company's Operating Agreement provides for
indemnification of the officers and directors of the Company to the fullest
extend permitted by applicable law.

Pursuant to Section 13.1-1025 of the Virginia L.L.C. Law, Article VI of
the Operating Agreement of the Company, a copy of which is filed as Exhibit
3.2 to this Registration Statement, provides that no director of the Company
shall be personally liable to the Company or its members for monetary damages
for any act, occurrence or course of conduct; provided, however, that such
clause shall not apply to any liability of a director based upon any willful
misconduct, intentional breach or disregard of the terms of the Operating
Agreement or knowing violation of criminal law.

20.2 BEAR ISLAND FINANCE COMPANY II

FinCo is a Delaware corporation. Section 145 of the General Corporation
Law of the State of Delaware (the "Delaware Corporation Law") empowers a
Delaware corporation to indemnify any persons who are, or are threatened to
be made, parties to any threatened, pending or completed legal action, suit
or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of
the fact that such person is or was an officer, director, employee or agent
of such corporation, or is or was serving at the request of such corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer
or director acted in good faith and in a manner he reasonably believed to be
in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his conduct was unlawful. A
Delaware corporation may indemnify officers and directors against expenses
(including attorneys' fees) in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to
be liable to the corporation. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.

II-1

Article VII of the By-laws of FinCo, a copy of which is filed as Exhibit
3.4 to this Registration Statement, allows the Registrant to maintain
director and officer liability insurance on behalf of any person who is or
was a director or officer of FinCo or such person who serves or served as
director, officer, employee or agent, of another corporation, partnership or
other enterprise at the request of FinCo. Article VIII of FinCo's By-laws
provides for indemnification of the officers and directors of the Registrant
to the fullest extend permitted by applicable law.

Pursuant to Section 102(b)(7) of the Delaware Corporation Law, Article
Sixth of the Certificate of Incorporation of FinCo, a copy of which is filed
as Exhibit 3.3 to this Registration Statement, provides that no director of
FinCo shall be personally liable to FinCo or its shareholders for monetary
damages for any breach of his fiduciary duty as a director; provided,
however, that such clause shall not apply to any liability of a director (1)
for any breach of the Director's duty of loyalty to the Registrant or its
stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (3) pursuant to
Section 174 of the Delaware Corporation Law, or (4) for any transaction from
which the director derived an improper personal benefit.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits: The following exhibits are filed as part of this
Registration Statement

EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------------

II-2

EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------------
*4.9 Hypotech Agreement, dated as of December 1, 1997, by and between Brant-Allen and Crestar Bank, as
Trustee.
5. OPINIONS.
5.1 Opinion of Mays & Valentine, L.L.P.
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Company.
10. MATERIAL CONTRACTS.
*10.1 Purchase Agreement, dated as of November 21, 1997, by and among the Registrants and TD Securities
(USA)Inc. and Salomon Brothers Inc with respect to the Notes.
*10.2 Bank Credit Agreement, dated as of December 1, 1997, by and among the Company, TD Securities (USA), Inc.,
Toronto Dominion (Texas), Inc., Christiania Bank OG Kreditkass ASA, Keyport Life Insurance Company, Prime
Income Trust, Deeprock & Company, Merrill Lynch Senior Floating Rate Fund, Inc. and Van Kampen American
Capital Prime Rate Trust.
*10.3 Timberlands Credit Agreement, dated as of December 1, 1997, by and among Brant-Allen, TD Securities
(USA), Inc. and Toronto Dominion (Texas), Inc.
*10.4 Amended and Restated Timberlands Loan and Maintenance Agreement, dated as of November 24, 1997, by and
between Brant-Allen and John Hancock Mutual Life Insurance Company.
*10.5 Timberlands Interest Sale Agreement, dated as of December 1, 1997, by and among Dow Jones Virginia
Company, Inc., Newsprint Inc., Inc. and Brant-Allen
*10.6 The Management Services Agreement, dated as of December 1, 1997, by and among the Company and
Brant-Allen.
*10.7 The Wood Supply Agreement, dated as of December 1, 1997, by and among the Company and Timberlands.
*10.8 The Newsprint Purchase Agreement, dated as of May 19, 1978, by and between the Company and the Dow Jones
& Co., Inc.
*10.8A Amendment to Newsprint Purchase Agreement, dated as of April 1, 1987.
*10.8B Amendment to Newsprint Purchase Agreement, dated as of December 10, 1991.
*10.8C Amendment to Newsprint Purchase Agreement, dated as of August 10, 1993.
*10.8D Amendment to Newsprint Purchase Agreement, dated as of April 22, 1996.
*10.9 The Newsprint Purchase Agreement, dated as of May 19, 1978, by and between the Company and The Washington
Post.
*10.9A Amendment to Newsprint Purchase Agreement, dated as of December 10, 1991.
*10.9B Amendment to Newsprint Purchase Agreement, dated as of August 10, 1993.
*10.9C Amendment to Newsprint Purchase Agreement, dated as of April 22, 1996.
12. RATIO OF EARNINGS TO FIXED CHARGES.
*12.1 Statement regarding the computation of ratio of earnings to fixed charges for the Company.
21. SUBSIDIARIES.
*21.1 Subsidiaries of the Company.
23. CONSENTS.

II-3

EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------------
*23.1 Consent of Coopers & Lybrand L.L.P. (Bear Island Paper Company, L.P.).
*23.2 Consent of Coopers & Lybrand L.L.P. (Bear Island Timberlands Company, L.P.)
*23.3 Consent of Coopers & Lybrand (F.F. Soucy Inc.).
23.4 Consent of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Issuers (included in Exhibit
5.2).
*23.5 Consent of McCarthy Tetrault, special counsel to the Company.
23.6 Consent of Mays & Valentine, L.L.P., special counsel to the Issuers (included in Exhibit 5.1).
24. POWERS OF ATTORNEY.
*24.1 Power of Attorney (included in signature page).
25. FORM T-1.
*25.1 Statement of Eligibility and Qualification on Form T-1 of Crestar Bank, as Trustee under the Indenture
relating to the Company's 10% Series B Senior Secured Notes due 2007.
27. FINANCIAL DATA SCHEDULE.
*27.1 Financial Data Schedule.
99. MISCELLANEOUS.
*99.1 Form of Letter of Transmittal.
*99.2 Form of Notice of Guaranteed Delivery.
*99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
*99.4 Form of Letter to Clients.

- ------------

* Previously filed.

(b) Financial Statement Schedules:

Schedule II--Valuation and Qualifying Accounts and Reserves.

ITEM 22. UNDERTAKINGS

(a) The undersigned Registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.

II-4

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrants pursuant to the foregoing provisions, or
otherwise, the Registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrants of expenses incurred or paid by a
director, officer or controlling person of the Registrants in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

(c) The undersigned registrants hereby undertake to respond to requests
for information that is incorporated by reference into the prospectus
pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of
receipt of such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes information contained
in documents filed subsequent to the effective date of the registration
statement through the date of responding to the request.

(d) The undersigned registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement or amendment
thereto to be signed on its behalf by the undersigned, thereunto duly
authorized in Greenwich, State of Connecticut, on the 29th day of January,
1998.

BEAR ISLAND PAPER COMPANY, L.L.C
By: *
-------------------------------
Peter M. Brant
President, Chairman of the
Board and
Chief Executive Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

SIGNATURE TITLE DATE
- -------------------------- -------------------------------------------- -------------------

* President, Chairman of the Board January 29, 1998
-------------------------- and Chief Executive Officer
Peter M. Brant (Principal Executive Officer)

* Executive Vice President, Co-Chairman January 29, 1998
-------------------------- of the Board and Chief Operating Officer
Joseph Allen

/s/ Edward D. Sherrick Vice President of Finance and January 29, 1998
-------------------------- Director (Principal Financial Officer)
Edward D. Sherrick (Principal Accounting Officer)

* Vice President of Sales January 29, 1998
-------------------------- and Marketing and Director
Thomas E. Armstrong

* Director January 29, 1998
--------------------------
Michael Conroy

* Director January 29, 1998
--------------------------
Robert Flug

* By: /s/ EDWARD D. SHERRICK
Attorney-in-fact

II-6

SIGNATURES

BEAR ISLAND FINANCE COMPANY II
By: *
-------------------------------
Peter M. Brant
President

SIGNATURE TITLE DATE
- -------------------------- --------------------------------------- ------------------

* Director and President January 29, 1998
--------------------------
Peter M. Brant

* Director, Executive Vice President, January 29, 1998
-------------------------- Treasurer and Secretary
Joseph Allen (Principal Financial Officer)

/s/ Edward D. Sherrick Director and Vice President January 29, 1998
--------------------------
Edward D. Sherrick

* Director and Vice President January 29, 1998
--------------------------
Thomas E. Armstrong

* By: /s/ EDWARD D. SHERRICK
Attorney-in-fact

II-7

EXHIBIT INDEX

EXHIBIT DESCRIPTION PAGE NO.
- ----------- ------------------------------------------------------------------------------------------- --------

2. PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION.
*2.1 The Partnership Interest Sale Agreement, dated as of December 1, 1997, by and among Dow
Jones Virginia Company Inc., Newsprint, Inc. and Brant-Allen
*2.2 Articles of Organization and Articles of Merger of Bear Island Mergerco, LLC, dated as of
December 1, 1997, by and between the Company and Bear Island Mergerco, LLC.
3. CERTIFICATE OF INCORPORATION AND BY-LAWS.
*3.1 Articles of Organization of the Company.
*3.2 Operating Agreement of the Company.
*3.3 Certificate of Incorporation of Bear Island Finance Company II.
*3.4 By-Laws of Bear Island Finance Company II.
4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES.
*4.1 Indenture, dated as of December 1, 1997, among the Registrants, Timberlands, Soucy Inc. and
Crestar Bank, as Trustee, relating to the Notes.
*4.2 Form of New Note (included as an exhibit to exhibit 4.1).
*4.3 Registration Rights Agreement, dated December 1, 1997, among the Registrants and TD
Securities (USA), Inc. and Salomon Brothers Inc, as Initial Purchasers.
*4.4 Intercreditor Agreement, dated as of December 1, 1997, by and among the Registrants,
Brant-Allen, Toronto Dominion (Texas), Inc. and Crestar Bank.
*4.5 Deed of Trust, dated as of December 1, 1997, by and between the Company and Crestar Bank,
as Trustee.
*4.6 Company Pledge and Security Agreement, dated as of December 1, 1997, by and between the
Company and Crestar Bank, as Trustee.
*4.7 Timberlands Pledge Agreement, dated as of December 1, 1997, by and between Brant-Allen and
Crestar Bank, as Trustee.
*4.8 Soucy Pledge Agreement, dated as of December 1, 1997, by and between Brant-Allen and
Crestar Bank, as Trustee.
*4.9 Hypotech Agreement, dated as of December 1, 1997, by and between Brant-Allen and Crestar
Bank, as Trustee.
5. OPINIONS.
5.1 Opinion of Mays & Valentine, L.L.P.
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Company.
10. MATERIAL CONTRACTS.
*10.1 Purchase Agreement, dated as of November 21, 1997, by and among the Registrants and TD
Securities (USA)Inc. and Salomon Brothers Inc with respect to the Notes.
*10.2 Bank Credit Agreement, dated as of December 1, 1997, by and among the Company, TD
Securities (USA), Inc., Toronto Dominion (Texas), Inc., Christiania Bank OG Kreditkass ASA,
Keyport Life Insurance Company, Prime Income Trust, Deeprock & Company, Merrill Lynch
Senior Floating Rate Fund, Inc. and Van Kampen American Capital Prime Rate Trust.
*10.3 Timberlands Credit Agreement, dated as of December 1, 1997, by and among Brant-Allen, TD
Securities (USA), Inc. and Toronto Dominion (Texas), Inc.
*10.4 Amended and Restated Timberlands Loan and Maintenance Agreement, dated as of December 1,
1997, by and between Brant-Allen and John Hancock Mutual Life Insurance Company.

EXHIBIT DESCRIPTION PAGE NO.
- ----------- ------------------------------------------------------------------------------------------- --------
*10.5 Timberlands Interest Sale Agreement, dated as of December 1, 1997, by and among Dow Jones
Virginia Company, Inc., Newsprint Inc., Inc. and Brant-Allen.
*10.6 The Management Services Agreement, dated as of December 1, 1997, by and among the Company
and Brant-Allen.
*10.7 The Wood Supply Agreement, dated as of December 1, 1997, by and among the Company and
Timberlands.
*10.8 The Newsprint Purchase Agreement, dated as of May 19, 1978, by and between the Company and
the Dow Jones & Co., Inc.
*10.8A Amendment to Newsprint Purchase Agreement, dated as of April 1, 1987.
*10.8B Amendment to Newsprint Purchase Agreement, dated as of December 10, 1991.
*10.8C Amendment to Newsprint Purchase Agreement, dated as of August 10, 1993.
*10.8D Amendment to Newsprint Purchase Agreement, dated as of April 22, 1996.
*10.9 The Newsprint Purchase Agreement, dated as of May 19, 1978, by and between the Company and
The Washington Post.
*10.9A Amendment to Newsprint Purchase Agreement, dated as of December 10, 1991.
*10.9B Amendment to Newsprint Purchase Agreement, dated as of August 10, 1993.
*10.9C Amendment to Newsprint Purchase Agreement, dated as of April 22, 1996.
12. RATIO OF EARNINGS TO FIXED CHARGES.
*12.1 Statement regarding the computation of ratio of earnings to fixed charges for the Company.
21. SUBSIDIARIES.
*21.1 Subsidiaries of the Company.
23. CONSENTS.
*23.1 Consent of Coopers & Lybrand L.L.P. (Bear Island Paper Company, L.P.).
*23.2 Consent of Coopers & Lybrand L.L.P. (Bear Island Timberlands Company, L.P.)
*23.3 Consent of Coopers & Lybrand (F.F. Soucy, Inc.).
23.4 Consent of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Issuers
(included in Exhibit 5.2).
*23.5 Consent of McCarthy Tetrault, special counsel to the Company.
23.6 Consent of Mays & Valentine, L.L.P., special counsel to the Issuers (included in Exhibit
5.1).
24. POWERS OF ATTORNEY.
*24.1 Power of Attorney (included in signature page).
25. FORM T-1.
*25.1 Statement of Eligibility and Qualification on Form T-1 of Crestar Bank, as Trustee under
the Indenture relating to the Company's 10% Series B Senior Secured Notes due 2007.
27. FINANCIAL DATA SCHEDULE.
*27.1 Financial Data Schedule.
99. MISCELLANEOUS.
*99.1 Form of Letter of Transmittal.
*99.2 Form of Notice of Guaranteed Delivery.
*99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
*99.4 Form of Letter to Clients.

- ------------
* Previously filed.