UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Mercer International Inc.
(Name of Issuer)
Common Shares of Beneficial Interest, $0.01 par value
(Title of Class of Securities)
588056101
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| 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 the
disclosures provided in a prior cover page.
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 ("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).
CUSIP No. 588056101 13G
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Peter R. Kellogg
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. SOLE VOTING POWER
6,286,232
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 6,286,232
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
NONE
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,286,232
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.1%
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12. TYPE OF REPORTING PERSON*
IN, HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 588056101 13G
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
IAT Reinsurance Company Ltd.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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5. SOLE VOTING POWER
6,149,332
-----------------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 6,149,332
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
NONE
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,149,332
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.7%
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12. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 588056101
ITEM 1(a). NAME OF ISSUER:
Mercer International Inc. ("Mercer")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
14900 Interurban Avenue South
Suite 282
Seattle, WA 98168
ITEM 2(a). NAME OF PERSON FILING:
This statement is filed on behalf of Peter R. Kellogg and IAT
Reinsurance Company Ltd. ("IAT"), a Bermuda corporation. Mr. Kellogg is the sole
owner of IAT's voting stock, is a member of IAT's board of directors, and is the
President and CEO of IAT.
Mr. Kellogg and IAT previously reported their ownership of Mercer on
a Schedule 13D filed on August 31, 2004. Pursuant to Rule 13d-1(h), Mr. Kellogg
and IAT are no longer required to report their ownership on a Schedule 13D
because they no longer beneficially own more than 20% of the outstanding shares
of Mercer.
This statement relates to 4,504,171 Shares of Mercer held by IAT and
its wholly-owned subsidiaries, 136,900 Shares of Mercer held by two partnerships
and a foundation which are controlled by Mr. Kellogg, and 1,645,161 issuable
upon conversion of $12,750,000 of 8.5% convertible senior subordinated notes
held by IAT and its subsidiaries. The convertible notes are convertible into
Shares at any time prior to the maturity date of October 15, 2010 at a
conversion price of $7.75 per share, subject to certain adjustments.
Mr. Kellogg has sole dispositive and voting power with respect to
the shares of Mercer owned by IAT and its subsidiaries. Mr. Kellogg disclaims
beneficial ownership of the shares owned by the foundation and by IAT and its
subsidiaries, and this statement should not be deemed to be an admission that
Mr. Kellogg is a member of any "group" within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
120 Broadway, New York, NY 10271
ITEM 2(c). CITIZENSHIP:
IAT is a Bermuda corporation, and Peter R. Kellogg is a citizen of
the United States.
CUSIP No. 588056101
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Shares, $0.01 par value
ITEM 2(e). CUSIP NUMBER:
588056101
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR
13d-2(c), CHECK WHETHER THE PERSON FILING IS A:
N/A
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: 6,286,232 shares
(b) PERCENT OF CLASS: 18.1%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote: 6,286,232 shares
(ii) Shared power to vote or to direct the vote: NONE
(iii) Sole power to dispose or to direct the disposition of:
6,286,232 shares
(iv) Shared power to dispose or to direct the disposition of: NONE
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the
following: [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The non-voting stockholders of IAT and the beneficiaries of the
foundation have the right to participate in the receipt of dividends
from, or proceeds from the sale of, the shares held by them in
accordance with their respective ownership interests in IAT and the
foundation.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
See Exhibit A.
CUSIP No. 588056101
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 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.
CUSIP No. 588056101
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.
IAT REINSURANCE COMPANY LTD.
Dated: February 14, 2008
York, New York By: /s/ Marguerite R. Gorman, attorney in fact
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Name: Peter R. Kellogg
Title: Chairman of the Board
Dated: February 14, 2008
New York, New York /s/ Marguerite R. Gorman, attorney in fact
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Peter R. Kellogg
CUSIP No. 588056101
Exhibit A
ITEM 7
IAT is the relevant subsidiary for which Peter R. Kellogg may be
considered a control person.