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.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
5880561015
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(CUSIP Number)
December 28, 1999
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(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
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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
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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
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
