SEC Page 1 of 14
| UNITED STATES |
OMB APPROVAL Expires: December 31, 2009 |
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
KapStone Paper and Packaging Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
48562P103
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule
13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule
13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information
required in 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).
Potential
persons who are to respond to the collection of information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
SEC Page 1 of 14
CUSIP No. 48562P103
1. Names
of Reporting Persons.
Jonathan M. Glaser
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization U.S.A.
| Number of |
5. Sole Voting Power 59,670 |
6. Shared Voting Power 2,518,834 |
|
7. Sole Dispositive Power 59,670 |
|
8. Shared Dispositive Power 2,518,834 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,578,504
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 8.3%
12. Type of Reporting Person (See Instructions) IN, HC
Page 2 of 14
CUSIP No. 48562P103
1. Names
of Reporting Persons.
JMG Capital Management, Inc.
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization California
| Number of |
5. Sole Voting Power 0 |
6. Shared Voting Power 1,234,583 |
|
7. Sole Dispositive Power 0 |
|
8. Shared Dispositive Power 1,234,583 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,234,583
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 4.2%
12. Type of Reporting Person (See Instructions) CO, HC
Page 3 of 14
CUSIP No. 48562P103
1. Names
of Reporting Persons.
JMG Capital Management, LLC
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization Delaware
| Number of |
5. Sole Voting Power 0 |
6. Shared Voting Power 1,234,583 |
|
7. Sole Dispositive Power 0 |
|
8. Shared Dispositive Power 1,234,583 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,234,583
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 4.2%
12. Type of Reporting Person (See Instructions) OO, IA
Page 4 of 14
CUSIP No. 48562P103
1. Names
of Reporting Persons.
Daniel Albert David
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization U.S.A.
| Number of |
5. Sole Voting Power 0 |
6. Shared Voting Power 1,234,581 |
|
7. Sole Dispositive Power 0 |
|
8. Shared Dispositive Power 1,234,581 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,234,581
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 4.2%
12. Type of Reporting Person (See Instructions) IN, HC
Page 5 of 14
CUSIP No. 48562P103
1. Names
of Reporting Persons.
Roger Richter
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization U.S.A.
| Number of |
5. Sole Voting Power 0 |
6. Shared Voting Power 1,234,581 |
|
7. Sole Dispositive Power 0 |
|
8. Shared Dispositive Power 1,234,581 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,234,581
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 4.2%
12. Type of Reporting Person (See Instructions) IN, HC
Page 6 of 14
CUSIP No. 48562P103
1. Names
of Reporting Persons.
Pacific Assets Management, LLC
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization Delaware
| Number of |
5. Sole Voting Power 0 |
6. Shared Voting Power 1,234,581 |
|
7. Sole Dispositive Power 0 |
|
8. Shared Dispositive Power 1,234,581 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,234,581
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 4.2%
12. Type of Reporting Person (See Instructions) OO, IA
Page 7 of 14
CUSIP No. 48562P103
1. Names
of Reporting Persons.
Pacific Capital Management, Inc.
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization California
| Number of |
5. Sole Voting Power 0 |
6. Shared Voting Power 1,234,581 |
|
7. Sole Dispositive Power 0 |
|
8. Shared Dispositive Power 1,234,581 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,234,581
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 4.2%
12. Type of Reporting Person (See Instructions) CO, HC
Page 8 of 14
CUSIP No. 48562P103
1. Names
of Reporting Persons.
JMG Capital Partners, L.P.
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization California
| Number of |
5. Sole Voting Power 0 |
6. Shared Voting Power 1,234,581 |
|
7. Sole Dispositive Power 0 |
|
8. Shared Dispositive Power 1,234,581 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,234,581
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 4.2%
12. Type of Reporting Person (See Instructions) PN
Page 9 of 14
CUSIP No. 48562P103
1. Names
of Reporting Persons.
JMG Triton Offshore Fund, Ltd.
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization British Virgin Islands
| Number of |
5. Sole Voting Power 0 |
6. Shared Voting Power 1,234,581 |
|
7. Sole Dispositive Power 0 |
|
8. Shared Dispositive Power 1,234,581 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,234,581
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 4.2%
12. Type of Reporting Person (See Instructions) CO
Page 10 of 14
CUSIP No. 48562P103
Item
1.
(a) Name
of Issuer
KapStone Paper and Packaging Corporation
(b) Address
of Issuer's Principal Executive Offices
1101 Skokie Blvd., Suite 300
Northbrook, IL 60662
Item
2.
(a) The
names of the persons filing this statement are:
Jonathan M. Glaser
JMG Capital Management, Inc. ("JMG Inc.")
JMG Capital Management, LLC ("JMG LLC")
Daniel Albert David
Roger Richter
Pacific Assets Management, LLC ("PAM")
Pacific Capital Management, Inc. ("PCM")
JMG Capital Partners, L.P. (the "Partnership")
JMG Triton Offshore Fund, Ltd. (the "Fund")
(collectively, the "Filers").
(b) The
principal business office of JMG Inc., JMG LLC, Mr. Glaser and the Partnership is:
11601 Wilshire Boulevard, Suite 2180, Los Angeles, CA 90025
The principal business office of PAM, PCM, Mr. David and Mr. Richter is:
100 Drakes Landing, Suite 207, Greenbrae, CA 94904
The principal business office of the Fund is:
Ogier Fiduciary Services (BVI) Ltd
Nemours Chambers
PO Box 3170
Road Town, Tortola, BVI
VG1110
Page 11 of 14
CUSIP No. 48562P103
(c) For citizenship of Filers, see Item 4 of the cover sheet for each Filer.
(d) This statement relates to shares of common stock of the Issuer (the "Stock").
(e) The CUSIP number of the Issuer is: 48562P103
Item 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J).
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution _______________________________________________________________.
Item 4. Ownership.
See Items 5-9 and 11 of the cover page for each Filer.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ].*
*Neither the Partnership nor the Fund holds more than 5% of the Stock. Therefore, neither will file further reports under section 13(d) of the Act with respect to the Stock unless it is otherwise required to do so.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
PAM and JMG LLC are investment advisers to the Fund and the Partnership, which have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. PAM is the investment adviser to the Fund and PCM is a member of PAM. Mr. Glaser, Mr. David and Mr. Richter are control persons of PCM and PAM. JMG LLC is the investment adviser and general partner of the Partnership and JMG Inc. is a member of JMG LLC. Mr. Glaser is the control person of JMG Inc. and JMG LLC. No client of PAM or JMG LLC holds more than 5% of the Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not
applicable.
Item 8. Identification and Classification of Members of the Group.
The
Filers are filing this Schedule 13G jointly, but not as members of a group, and each of them expressly disclaims
membership in a group. Each of Mr. Glaser, Mr. David, Mr. Richter, JMG Inc., JMG LLC, PCM and PAM disclaims
beneficial ownership of the Stock except to the extent of that person’s pecuniary interest therein. In
addition, the filing of this Schedule 13G on behalf of the Partnership and the Fund should not be construed as an
admission that either of them is, and each of them disclaims that it is, the beneficial owner, as defined in Rule
13d-3 under the Securities Exchange Act of 1934, of any of the Stock covered by this Schedule 13G.
Item 9. Notice of Dissolution of Group
Not
applicable.
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits:
Exhibit A Joint Filing Agreement
Page 12 of 14
CUSIP No. 48562P103
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.
Dated: February 13, 2009
| PACIFIC CAPITAL MANAGEMENT, INC. By: Jonathan M. Glaser, Vice President |
PACIFIC ASSETS MANAGEMENT, LLC By: |
JMG CAPITAL MANAGEMENT, INC. By: |
JMG CAPITAL MANAGEMENT, LLC By: Jonathan M. Glaser, Member Manager |
Jonathan M. Glaser |
Daniel Albert David |
Roger Richter |
|
JMG CAPITAL PARTNERS, L.P. By: JMG Capital Management, LLC |
JMG TRITON OFFSHORE FUND, LTD. Jonathan M. Glaser, Member Manager |
Page 13 of 14
CUSIP No. 48562P103
EXHIBIT A
AGREEMENT
REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases and sales by the undersigned of securities of any issuer, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. For that purpose, the undersigned hereby constitute and appoint JMG Capital Management, LLC, a Delaware limited liability company, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases and sales, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.
DATED: October
28, 2005
PACIFIC CAPITAL MANAGEMENT, INC.
By: /s/ Jonathan M. Glaser, Vice President |
PACIFIC ASSETS MANAGEMENT, LLC |
JMG CAPITAL MANAGEMENT, INC. By: /s/ Jonathan M. Glaser, President |
JMG CAPITAL MANAGEMENT, LLC |
/s/ Jonathan M. Glaser |
/s/ Daniel Albert David |
/s/ Roger Richter |
|
JMG CAPITAL PARTNERS, L.P. By: JMG Capital Management, LLC |
JMG TRITON OFFSHORE FUND, LTD. |
Q:\EDGAR EasePlus\6338-3 Pacific Capital\kapstone13g\sched13g.rtf
Page 14 of 14