-----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, RqJed6AQFbcBY30Udlr9Y+8yxn+WBJ+uAltunt/IU8fp1451wBBCXrVRkyD4qLjQ 6PhbEb4r/6q8YkskV1vJpQ== 0001209191-05-041107.txt : 20050805 0001209191-05-041107.hdr.sgml : 20050805 20050805164922 ACCESSION NUMBER: 0001209191-05-041107 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050803 FILED AS OF DATE: 20050805 DATE AS OF CHANGE: 20050805 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL INC CENTRAL INDEX KEY: 0001079114 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-09409 FILM NUMBER: 051003294 BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129731900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL LLC CENTRAL INDEX KEY: 0001040272 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-09409 FILM NUMBER: 051003295 BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129731900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EINHORN DAVID CENTRAL INDEX KEY: 0001240451 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-09409 FILM NUMBER: 051003296 BUSINESS ADDRESS: BUSINESS PHONE: 2129731900 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVE STREET 2: SUITE 1740 CITY: NEW YORK STATE: NY ZIP: 10170 4 1 bod27714_bod1de.xml MAIN DOCUMENT DESCRIPTION X0202 4 2005-08-03 0000075659 MERCER INTERNATIONAL INC MERCS 0001240451 EINHORN DAVID 140 EAST 45TH STREET FLOOR 24 NEW YORK NY 10017 0 0 1 0 0001040272 GREENLIGHT CAPITAL LLC 140 EAST 45TH STREET FLOOR 24 NEW YORK NY 10017 0 0 1 0 0001079114 GREENLIGHT CAPITAL INC 140 EAST 45TH STREET FLOOR 24 NEW YORK NY 10017 0 0 1 0 Common Shares 2005-08-03 4 S 0 26700 7.25 D 225200 I See Note (1) Common Shares 2005-08-03 4 S 0 84000 7.25 D 710700 I See Note (1) Common Shares 2005-08-03 4 S 0 113300 7.25 D 958930 I See Note (1) 8.5% Convertible Senior Subordinated Notes (Right to Buy) 7.75 2005-08-03 4 P 0 179300 108.50 A 2005-08-03 2010-10-14 Common Shares 23135 1951800 I See Note (1) 8.5% Convertible Senior Subordinated Notes (Right to Buy) 7.75 2005-08-03 4 P 0 562300 108.50 A 2005-08-03 2010-10-14 Common Shares 72554 5951900 I See Note (1) 8.5% Convertible Senior Subordinated Notes (Right to Buy) 7.75 2005-08-03 4 P 0 758400 108.50 A 2005-08-03 2010-10-14 Common Shares 97858 7596300 I See Note (1) The filing of this Form 4 shall not be construed as an admission that Greenlight Capital, L.L.C. ("Greenlight LLC"), Greenlight Capital, Inc. ("Greenlight Inc" and, together with Greenlight LLC, "Greenlight"), or David Einhorn, the senior managing member of Greenlight LLC and president of Greenlight Inc, are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of beneficial interest, par value $1.00 per share (the "Common Shares") of Mercer International, Inc. ("Mercer") owned by Greenlight Capital, L.P. ("Greenlight Fund"), Greenlight Capital Qualified, L.P. ("Greenlight Qualified"), or Greenlight Capital Offshore, Ltd. ("Greenlight Offshore" and, collectively, the "Greenlight Funds"). Pursuant to Rule 16a-1, Greenlight LLC, Greenlight Inc, and Mr. Einhorn all disclaim such beneficial ownership. Greenlight LLC holds 225,200 Common Shares of Mercer, excluding Common Shares from conversion of the notes, indirectly through the accounts of Greenlight Fund, of which Greenlight LLC is general partner. Greenlight LLC receives an allocation of net profits from and owns a partnership interest in Greenlight Fund. Mr. Einhorn reports the shares held indirectly by Greenlight LLC because, as the senior managing member of Greenlight LLC at the time of sale, Mr. Einhorn controlled the disposition and voting of the securities. Greenlight LLC holds 710,700 Common Shares of Mercer, excluding Common Shares from conversion of the notes, indirectly through the accounts of Greenlight Qualified, of which Greenlight LLC is general partner. Greenlight LLC receives an allocation of net profits from and owns a partnership interest in Greenlight Qualified. Mr. Einhorn reports the shares held indirectly by Greenlight LLC because, as the senior managing member of Greenlight LLC at the time of sale, Mr. Einhorn controlled the disposition and voting of the securities. Greenlight Inc. holds 958,930 Common Shares of Mercer, excluding Common Shares from conversion of the notes, indirectly through the account of Greenlight Offshore, which is controlled by Greenlight Inc. Greenlight Inc. is the investment advisor of Greenlight Offshore and receives an asset-based fee and an annual fee based on the appreciation of Greenlight Offshore. Greenlight Offshore's total investment in Mercer accounts for less than 10% of its portfolio. Mr. Einhorn, as president and director of Greenlight Inc., has control over the voting and disposition of the securities of Greenlight Offshore. Additionally, Mr. Einhorn owns shares in Greenlight Offshore. Greenlight LLC holds 225,200 Common Shares of Mercer, excluding Common Shares from conversion of the notes, indirectly through the accounts of Greenlight Fund, of which Greenlight LLC is general partner. Additionally, Greenlight Fund may convert Mercer's 8.5% Convertible Senior Subordinated Notes into Common Shares at any time. Including the Common Shares it would hold after such conversion, Greenlight LLC holds indirectly 477,045 Common Shares through the account of Greenlight Fund. Greenlight LLC receives an allocation of net profits from and owns a partnership interest in Greenlight Fund. Mr. Einhorn reports the shares held indirectly by Greenlight LLC because, as the senior managing member of Greenlight LLC at the time of sale, Mr. Einhorn controlled the disposition and voting of the securities. Greenlight LLC holds 710,700 Common Shares of Mercer, excluding Common Shares from conversion of the notes, indirectly through the accounts of Greenlight Qualified, of which Greenlight LLC is general partner. Additionally, Greenlight Qualified may convert Mercer's 8.5% Convertible Senior Subordinated Notes into Common Shares at any time. Including the Common Shares it would hold after such conversion, Greenlight LLC holds indirectly 1,478,687 Common Shares through the account of Greenlight Qualified. Greenlight LLC receives an allocation of net profits from and owns a partnership interest in Greenlight Qualified. Mr. Einhorn reports the shares held indirectly by Greenlight LLC because, as the senior managing member of Greenlight LLC at the time of sale, Mr. Einhorn controlled the disposition and voting of the securities. Greenlight Inc. holds 958,930 Common Shares of Mercer, excluding Common Shares from conversion of the notes, indirectly through the account of Greenlight Offshore, which is controlled by Greenlight Inc. Additionally, Greenlight Offshore may convert Mercer's 8.5% Convertible Senior Subordinated Notes into Common Shares at any time. Including the Common Shares it would hold after such conversion, Greenlight Inc holds indirectly 1,939,097 Common Shares through the account of Greenlight Offshore. Greenlight Inc. is the investment advisor of Greenlight Offshore and receives an asset-based fee and an annual fee based on the appreciation of Greenlight Offshore. Greenlight Offshore's total investment in Mercer accounts for less than 10% of its portfolio. Mr. Einhorn, as president and director of Greenlight Inc., has control over the voting and disposition of the securities of Greenlight Offshore. Additionally, Mr. Einhorn owns shares in Greenlight Offshore. Daniel Roitman, on behalf of David Einhorn 2005-08-03 Daniel Roitman, Chief Operating Officer of Greenlight Capital, L.L.C. 2005-08-03 Daniel Roitman, Chief Operating Officer of Greenlight Capital, Inc. 2005-08-03 -----END PRIVACY-ENHANCED MESSAGE-----