-----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, M3ou46K5m6Q8NOE6cW39jgIE6T05qWohN5SborpTq+CZ1VtslA48JhAgMYatL6DF gWLENtRAL94vM/CdKUL1sw== 0000075659-03-000060.txt : 20031010 0000075659-03-000060.hdr.sgml : 20031010 20031010171053 ACCESSION NUMBER: 0000075659-03-000060 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031010 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031010 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09409 FILM NUMBER: 03937543 BUSINESS ADDRESS: STREET 1: 14900 INTERURBAN AVENUE SOUTH STREET 2: SUITE 282 CITY: SEATTLE STATE: WA ZIP: 98168 BUSINESS PHONE: 2066744639 MAIL ADDRESS: STREET 1: 14900 INTERURBAN AVENUE SOUTH STREET 2: SUITE 282 CITY: SEATTLE STATE: WA ZIP: 98168 FORMER COMPANY: FORMER CONFORMED NAME: ASIAMERICA EQUITIES LTD DATE OF NAME CHANGE: 19920109 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC WEST REALTY TRUST DATE OF NAME CHANGE: 19860219 8-K 1 doc1.txt =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 10, 2003 MERCER INTERNATIONAL INC. (Exact name of Registrant as specified in its charter) WASHINGTON (State or other jurisdiction of incorporation or organization) 000-9409 91-6087550 (Commission File Number) (I.R.S. Employer Identification No.) 14900 INTERURBAN AVENUE SOUTH, SUITE 282, SEATTLE, WA 98168 (Address of Office) (206) 674-4639 (Registrant's telephone number, including area code) ================================================================================ ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On October 10, 2003, Mercer International Inc. issued a press release, a copy of which is included as an exhibit to this filing. The press release is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release issued by Mercer International Inc. on October 10, 2003 - 2 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MERCER INTERNATIONAL INC. /s/ David Gandossi ---------------------------------- David M. Gandossi Secretary Date: October 10, 2003 - 3 - EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 99.1 Press release issued by Mercer International Inc. on October 10, 2003 EX-99.1 3 doc2.txt EXHIBIT 99.1 FOR IMMEDIATE RELEASE - ----------------------- MERCER ANNOUNCES CLOSING OF SALE OF $82.5 MILLION OF CONVERTIBLE SENIOR SUBORDINATED NOTES NEW YORK, New York, October 10, 2003 - Further to its news release of October 6, 2003, Mercer International Inc. (the "Company") (Nasdaq: MERCS, TSX:MRI.U, Nasdaq-Europe: MERC GR) announces that it has completed the sale of $82.5 million aggregate principal amount of convertible senior subordinated notes due October 15, 2010. The notes bear interest at a rate of 8.5% per annum and are convertible into the Company's shares of beneficial interest at a conversion price of $7.75 per share. The notes were offered only to qualified institutional buyers in reliance on Rule 144A and to certain buyers outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The net proceeds of the offering were used to repay in full the Company's indebtedness under two bridge loan facilities in the aggregate principal amount of E45 million and the balance will be used for working capital and other general corporate purposes. The notes and the shares of beneficial interest issued upon conversion thereof have not been registered under the Securities Act or any state or other securities laws and, unless so registered, may not be offered or sold except pursuant to an exemption therefrom, or in a transaction not subject to a registration requirement of the Securities Act and applicable state and other securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offering would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release is being issued pursuant to and in accordance with Rule 135(c) of the Securities Act. - --------------------- Contact: Jimmy S.H. Lee/David M. Gandossi (41) 43 344-7070 or Financial Dynamics Investors: Eric Boyriven/Paul Johnson (212) 850-5600 # # # -----END PRIVACY-ENHANCED MESSAGE-----