-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AAgdWhH6r7dIqw5cEp1pTAJN9pVXjlcUPv8p1yciC9H4UZo1mgJom5NF5RHc1fCQ A3ar8dfHYNOCloS1sOseKA== 0000941302-00-000022.txt : 20000203 0000941302-00-000022.hdr.sgml : 20000203 ACCESSION NUMBER: 0000941302-00-000022 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000126 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MERCER INTERNATIONAL INC CENTRAL INDEX KEY: 0000075659 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 916087550 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-46825 FILM NUMBER: 513771 BUSINESS ADDRESS: STREET 1: BRNDSCHENKE STR 64 CITY: ZURICH SWITZERLAND C STATE: V6 BUSINESS PHONE: 4112017710 MAIL ADDRESS: STREET 1: 400 BURRARD ST STE 1250 STREET 2: VANCOUVER PROVINCE CITY: B C V6C 3A6 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL LLC CENTRAL INDEX KEY: 0001040272 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133886851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 420 LEXINGTON AVE SUITE 875 CITY: NEW YORK STATE: NY ZIP: 10170 BUSINESS PHONE: 2129731900 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVENUE STREET 2: SUITE 875 CITY: NEW YORK STATE: NY ZIP: 10170 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Mercer International Inc. ------------------------------------------------------- (Name of Issuer) Common Stock ------------------------------------------------------- (Title of Class of Securities) 5880561015 ------------------------------------------------------- (CUSIP Number) December 28, 1999 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / X / Rule 13d-1(b) / / 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 disclosures provided in a prior cover page. The information required on 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. CUSIP No. 5880561015 1. Names of Reporting Persons. Greenlight Capital, L.L.C. I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) / / 3. SEC Use Only . . . . . . . . . . . . . . . . . . . . . . . . . 4. Citizenship or Place of Organization Delaware Number 5. Sole Voting Power 1,687,200 of Shares 6. Shared Voting Power Beneficially Owned by Each 7. Sole Dispositive Power 1,687,200 Reporting Person With: 8. Shared Dispositive Power 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,687,200 10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (11) 10.1% 12. Type of Reporting Person (See Instructions) CO CUSIP No. 5880561015 1. Names of Reporting Persons. David Einhorn I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) / / 3. SEC Use Only . . . . . . . . . . . . . . . . . . . . . . . . . 4. Citizenship or Place of Organization United States Number 5. Sole Voting Power 1,687,200 of Shares 6. Shared Voting Power Beneficially Owned by Each 7. Sole Dispositive Power 1,687,200 Reporting Person With: 8. Shared Dispositive Power 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,687,200 10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (11) 10.1% 12. Type of Reporting Person (See Instructions) IN CUSIP No. 5880561015 1. Names of Reporting Persons. Jeffrey A. Keswin I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) / / 3. SEC Use Only . . . . . . . . . . . . . . . . . . . . . . . . . 4. Citizenship or Place of Organization United States Number 5. Sole Voting Power 1,687,200 of Shares 6. Shared Voting Power Beneficially Owned by Each 7. Sole Dispositive Power 1,687,200 Reporting Person With: 8. Shared Dispositive Power 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,687,200 10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (11) 10.1% 12. Type of Reporting Person (See Instructions) IN SCHEDULE 13G ------------ This Schedule 13G is being filed on behalf of Greenlight Capital, L.L.C., a Delaware limited liability company ("Greenlight"), and Mr. David Einhorn and Mr. Jeffrey A. Keswin, the principals of Greenlight, relating to shares of beneficial interest ("Shares") of Mercer International Inc. (the "Issuer"). Greenlight and Messrs. Einhorn and Keswin previously reported beneficial ownership of shares of the Issuer on a Schedule 13D, the last amendment to such Schedule 13D being filed in January 1998. Greenlight and Messrs. Einhorn and Keswin now desire and are eligible to report beneficial ownership of the shares of the Issuer on Schedule 13G and do so now by filing this Schedule 13G. This Schedule 13G relates to Shares of the Issuer purchased by Greenlight for the account of (i) Greenlight Capital, L.P. ("Greenlight Fund"), of which Greenlight is the general partner, (ii) Greenlight Capital Qualified, L.P. ("Greenlight Qualified"), of which Greenlight is the general partner and (iii) Greenlight Capital Offshore, Ltd. ("Greenlight Offshore"), of which the investment advisor is an affiliate of Greenlight. ITEM 1. (a) Name of Issuer: Mercer International Inc. (b) Address of Issuer's Principal Executive Offices: Burglistrasse 6 Zurich, Switzerland CH 8002 ITEM 2. (a) Name of Person Filing: Greenlight Capital, L.L.C. and David Einhorn and Jeffrey A. Keswin, as principals for Greenlight Capital, L.L.C. (b) Address of Principal Business Office or, if none, Residence: The principal business address for Greenlight Capital, L.L.C., David Einhorn and Jeffrey A. Keswin is 420 Lexington Avenue, Suite 1740, New York, New York 10170. (c) Citizenship: Greenlight Capital, L.L.C. is a Delaware limited liability corporation. Messrs. Einhorn and Keswin are citizens of the United States. (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 5880561015 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 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) / X / 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)(ii)(F). (g) / / A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G). (h) / / A savings associations 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) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. / / ITEM 4. OWNERSHIP. (a) Amount beneficially owned: 1,687,200 (b) Percent of class: 10.1% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 1,687,200 (ii) Shared power to vote or to direct the vote: None (iii) Sole power to dispose or to direct the disposition of: 1,687,200 (iv) Shared power to dispose or to direct the disposition of: None ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not Applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. All securities reported in this schedule are owned by Greenlight Capital, L.P., Greenlight Capital Qualified, L.P. and Greenlight Capital Offshore, Ltd. None of Greenlight Capital, L.P., Greenlight Capital Qualified, L.P. or Greenlight Capital Offshore, Ltd. individually have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares in excess of 5% of the common stock of the Issuer. To the knowledge of Greenlight Capital, L.L.C., no advisory client of Greenlight Capital, L.L.C. owns more than 5% of the common 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 Not Applicable 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 acquired and are held in the ordinary course of business and 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 1 --------- Joint Filing Agreement dated January 12, 2000 between Greenlight Capital, L.L.C., David Einhorn and Jeffrey A. Keswin. 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: January 26, 2000 Greenlight Capital, L.L.C. By: /S/ JEFFREY A. KESWIN ----------------------------------- JEFFREY A. KESWIN, Managing Member /S/ DAVID EINHORN ----------------------------------- David Einhorn /S/ JEFFREY A. KESWIN ----------------------------------- Jeffrey A. Keswin EX-99 2 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Mercer International Inc., a corporation incorporated in Washington, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings. The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January 12, 2000. Greenlight Capital, L.L.C. By: /S/ JEFFREY A. KESWIN ----------------------------------- JEFFREY A. KESWIN, Managing Member /S/ DAVID EINHORN ----------------------------------- David Einhorn /S/ JEFFREY A. KESWIN ----------------------------------- Jeffrey A. Keswin -----END PRIVACY-ENHANCED MESSAGE-----