UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 1)
Under the Securities Exchange Act of 1934
MERCER INTERNATIONAL INC.
(Name of Issuer)
Shares of Beneficial Interest, $1.00 Par Value
(Title of Class of Securities)
588056101
(CUSIP Number)
Jimmy S.H. Lee
Giesshubelstrasse 15, 8045 Zurich, Switzerland
Telephone: 011-411-201-7710
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 20, 2001
(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 [ ].
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 1,699,000
Shares Bene- -----------------------
ficially (8) Shared Voting Power 0
Owned by ---------------------
Each Reporting (9) Sole Dispositive Power 1,699,000
Person ------------------
With (10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,699,000
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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) 9.2%
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14) Type of Reporting Person IN
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This amendment No.1 to Schedule 13D (the "Amendment No.1") amends the Schedule
13D of Jimmy S.H. Lee dated November 27, 2000 and is being filed by Mr. Lee to
report his securityholdings of Mercer International Inc. ("Mercer").
ITEM 1. SECURITY AND ISSUER.
This Amendment No.1 relates to the shares of beneficial interest, $1.00 par
value (the "Shares") of 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 Amendment No.1 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 1,231,666 Shares granted pursuant to Mercer's
Amended and Restated 1992 Non-Qualified Stock Option Plan (the "Option Plan").
Effective 60 days from November 20, 2001 (i.e., January 19, 2002), options to
acquire an additional 453,334 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 vested 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Jimmy S.H. Lee currently owns 14,000 Shares and options to acquire an aggregate
of 1,685,000 Shares which are presently exercisable or exercisable within 60
days hereof, representing in aggregate 9.2% of the Shares outstanding on a
diluted basis. Mr. Lee holds the sole power to vote and dispose of all of the
aforementioned Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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.
November 22, 2001
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(Date)
/s/ Jimmy S.H. Lee
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(Signature)
Jimmy S.H. Lee
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(Name)