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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MERCER INTERNATIONAL INC.
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(Name of Issuer)
Shares of Beneficial Interest, $1.00 Par Value
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(Title of Class of Securities)
588056101
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(CUSIP Number)
Jimmy S.H. Lee
Giesshubelstrasse 15, 8045 Zurich, Switzerland
Telephone 011-411-201-7710
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 20, 2000
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(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 that 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 [ ].
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CUSIP No. 588056101
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons
Jimmy S.H. Lee
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2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3) SEC Use Only
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4) Source of Funds PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place of Organization Canadian
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Number of (7) Sole Voting Power 1,245,666
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Shares Bene-
ficially (8) Shared Voting Power 0
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Owned by
Each Reporting (9) Sole Dispositive Power 1,245,666
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Person
With (10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,245,666
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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13) Percent of Class Represented by Amount in Row (11) 6.9%
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14) Type of Reporting Person IN
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of beneficial interest, $1.00 par
value (the "Shares") of Mercer International Inc. ("Mercer"), a
Massachusetts trust organized under the laws of the State of Washington,
and having a principal executive office at Giesshubelstrasse 15, 8045
Zurich, Switzerland.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by Jimmy S.H. Lee. Mr. Lee is a citizen of Canada
with an address at Giesshubelstrasse 15, 8045 Zurich, Switzerland. Mr.
Lee serves as Chairman, President, Chief Executive Officer and a Trustee
of Mercer.
During the last five years, Mr. Lee has not been convicted in a criminal
proceeding, nor has Mr. Lee been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Jimmy S.H. Lee currently owns 14,000 Shares and has presently exercisable
options to acquire an additional 778,333 Shares granted pursuant to
Mercer's Amended and Restated 1992 Non-Qualified Stock Option Plan (the
"Option Plan"). Effective 60 days from November 20, 2000 (i.e., January
19, 2001), options to acquire an additional 453,333 Shares granted
pursuant to the Option Plan will become exercisable by Mr. Lee. Mr. Lee
expects to pay the option price to purchase Shares on the exercise of any
of the aforementioned options with personal or borrowed funds.
ITEM 4. PURPOSE OF TRANSACTION.
Jimmy S.H. Lee was granted the aforementioned options to acquire Shares
pursuant to the Option Plan. In April 1996, Mr. Lee was granted options
to acquire 75,000 Shares at a price of $18.47 per Share. All of these
options have vested and are presently exercisable. In July 1997, Mr. Lee
was granted options to acquire 160,000 Shares at a price of $8.50 per
Share. All of these options have vested and are presently exercisable.
In October 1998, Mr. Lee was granted options to acquire 90,000 Shares at a
price of $6.00 per Share. All of these options have vested and are
presently exercisable. Effective January 19, 2000, Mr. Lee was granted
options to acquire 1,360,000 Shares at a price of $6.375 per Share. One-
third of these options vested immediately, one-third will vest on January
19, 2001 and one-third will vest on January 19, 2002.
Except as described herein or as publicly disclosed by Mercer, Mr. Lee
does not have any plans or proposals which relate to or may result in any
of the matters listed in Items 4(a)-(j) of Schedule 13D under the Exchange
Act. Mr. Lee reserves the right to acquire additional securities of
Mercer, to dispose of such securities at any time or to formulate other
purposes, plans or proposals regarding Mercer or any of its securities.
Page 3 of 5 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Jimmy S.H. Lee currently owns 14,000 Shares and options to acquire an
aggregate of 1,231,666 Shares which are presently exercisable or
exercisable within 60 days hereof, representing in aggregate 6.9% of the
Shares outstanding on a diluted basis. Mr. Lee holds the sole power to
vote and dispose of all of the aforementioned Shares.
In the past 60 days, options to acquire 30,000 Shares at a price of $6.00
per Share, which were granted to Mr. Lee as part of a grant of options to
acquire 90,000 Shares in October 1998, vested and became exercisable.
Page 4 of 5 Pages
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SIGNATURE
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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.
November 27, 2000
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(Date)
/s/ Jimmy S.H. Lee
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(Signature)
Jimmy S.H. Lee
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(Name)
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