-----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, PCqarxAwvawtZq3YorNSeEEB4M+Pamjso488YTJ9Mpw4Y13Qu+9vVbvwHjezCckG 3UZSNJYHjEpKjMCo0i6PRA== 0000941302-98-000003.txt : 19980107 0000941302-98-000003.hdr.sgml : 19980107 ACCESSION NUMBER: 0000941302-98-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980106 SROS: NONE 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 13D/A SEC ACT: SEC FILE NUMBER: 005-46825 FILM NUMBER: 98501585 BUSINESS ADDRESS: STREET 1: BRNDSCHENKE STR 64 CITY: ZURICH SWITZERLAND C STATE: V6 BUSINESS PHONE: 4112017710 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 13D/A BUSINESS ADDRESS: STREET 1: 120 BROADWAY STREET 2: STE 901 CITY: NEW YORK STATE: NY ZIP: 01271 BUSINESS PHONE: 2124336025 MAIL ADDRESS: STREET 1: 120 BROADWAY STREET 2: STE 901 CITY: NEW YORK STATE: NY ZIP: 10271 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 1 TO SCHEDULE 13D) Under the Securities Exchange Act of 1934 MERCER INTERNATIONAL INC. - --------------------------------------------------------------------------- (Name of Issuer) Shares of Beneficial Interest - --------------------------------------------------------------------------- (Title of Class of Securities) 5880561015 - --------------------------------------------------------------------------- (CUSIP NUMBER) GREENLIGHT CAPITAL, L.L.C. 420 Lexington Avenue, Suite 875 New York, New York 10170 Tel. No.: (212) 973-1900 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - with copies to - Eliot D. Raffkind, P.C. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 1700 Pacific Avenue, Suite 4100 Dallas, Texas 75201-4675 (214) 969-2800 January 2, 1998 - --------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4) check the following box [ ] 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, as amended ("Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP No. 5880561015 13D 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Greenlight Capital, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER 1,376,200 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 1,376,200 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,376,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.22% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 5880561015 13D 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS David Einhorn 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER 1,376,200 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 1,376,200 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,376,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.22% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 5880561015 13D 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Jeffrey A. Keswin 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER 1,376,200 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 1,376,200 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,376,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.22% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT AMENDMENT NO. 1 TO SCHEDULE 13D This Amendment No. 1 to Schedule 13D 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, as an amendment to the initial statement on Schedule 13D, relating to shares of beneficial interest ("Shares") of Mercer International Inc. (the "Issuer"), as filed with the Securities and Exchange Commission on December 30, 1997 (the "Initial Schedule 13D"). This Amendment No. 1 to Schedule 13D 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 Greenlight acts as investment advisor. The Initial Schedule 13D is hereby amended and supplemented as follows: ITEM 3. SOURCE AND AMOUNT OF FUNDS Item 3 of the Initial Schedule 13D is hereby amended and restated in its entirety to read as follows: As of January 2, 1998, Greenlight had invested (i) $4,075,138 in Shares through Greenlight Fund, (ii) $4,974,342 in Shares through Greenlight Qualified and (iii) $4,190,606 in Shares through Greenlight Offshore, all as described in Item 5 below. The source of these funds was the working capital of each of Greenlight Fund, Greenlight Qualified and Greenlight Offshore, as the case may be. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Initial Schedule 13D is hereby amended by amending and restating Items 5(a) and (c) as follows: (a) As of January 2, 1998, Greenlight, Mr. Einhorn and Mr. Keswin are beneficial owners of an aggregate of 1,376,200 Shares of the Issuer or 9.22% of the shares outstanding. The 1,376,200 Shares described above are beneficially owned by Greenlight, Mr. Einhorn and Mr. Keswin for the account of the Greenlight Fund, Greenlight Qualified or Greenlight Offshore, as the case may be. The number of shares beneficially owned by Greenlight, Mr. Einhorn and Mr. Keswin and the percentage of outstanding shares represented thereby have been computed in accordance with Rule 13d-3 under the Act. The percentage of beneficial ownership of Greenlight, Mr. Einhorn and Mr. Keswin on January 2, 1998 is based on 14,924,222 outstanding Shares as of November 10, 1997 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Commission for the quarterly period ended September 30, 1997. (c) The transactions in the Issuer's securities by Greenlight during the period of December 19, 1997 to January 2, 1998 are listed as Annex A attached hereto and made apart hereof. ANNEX A Transaction Buy/ Quantity Price per Date Sell (shares) Share ($) ------------ --------- --------- --------- 1/2/98 Buy 509,200 $8.500 1/2/98 Sell 27,500 8.625 1/2/98 Buy 27,500 8.625 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 5, 1998 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-----