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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO _______
COMMISSION FILE NO.: 000-09409
MERCER INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
WASHINGTON 91-6087550
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
14900 INTERURBAN AVENUE SOUTH, SUITE 282, SEATTLE, WASHINGTON 98168
(Address of office)
(206) 674-4639
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
----- -----
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES X NO
----- -----
The Registrant had 16,794,899 shares of beneficial interest outstanding as at
November 14, 2002.
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EXPLANATORY NOTE
This Form 10-Q/A amends the Registrant's Form 10-Q for the quarterly period
ended September 30, 2002 and is being filed solely to correct the disclosure in
Part II, Item 4 of the Form 10-Q. This amendment does not otherwise affect
the Form 10-Q as originally filed.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its annual meeting of shareholders on July 11, 2002. The votes
cast by shareholders at the meeting as to the election of Trustees were as
follows:
ABSTENTIONS AND
VOTES FOR VOTES WITHHELD BROKER NON-VOTES
--------- -------------- ----------------
Jimmy S. H. Lee 4,101,215 3,138,949 -
R. Ian Rigg 4,103,315 3,136,849 -
Andrew Milligan 7,233,315 6,849 -
Jimmy S.H. Lee and R. Ian Rigg were elected as Class II Trustees. Jong L. Ryu
replaced Andrew Milligan as a Trustee upon his retirement. C.S. Moon, Maarten
Reidel and Michel Arnulphy continued their respective terms as Trustees of the
Company.
FORM 10-Q/A
QUARTERLY REPORT - PAGE 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MERCER INTERNATIONAL INC.
/s/ R. Ian Rigg
-------------------------------------
R. Ian Rigg
Secretary and Chief Financial Officer
Date: June 30, 2003
FORM 10-Q/A
QUARTERLY REPORT - PAGE 3
CERTIFICATION OF PERIODIC REPORT
I, Jimmy S.H. Lee, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of Mercer
International Inc. (the "Registrant");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented
in this quarterly report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant
and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others with those entities,
particularly during the period in which this quarterly report is
being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing
the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's
internal controls; and
6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: June 30, 2003
/s/ Jimmy S.H. Lee
--------------------------------
Jimmy S.H. Lee
Chief Executive Officer
FORM 10-Q/A
QUARTERLY REPORT - PAGE 4
CERTIFICATION OF PERIODIC REPORT
I, R. Ian Rigg, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of Mercer
International Inc. (the "Registrant");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented
in this quarterly report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant
and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others with
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing
the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability
to record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's
internal controls; and
6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: June 30, 2003
/s/ R. Ian Rigg
-------------------------------
R. Ian Rigg
Chief Financial Officer
FORM 10-Q/A
QUARTERLY REPORT - PAGE 5
EXHIBIT 99.1
CERTIFICATION OF PERIODIC REPORT
I, Jimmy S.H. Lee, Chief Executive Officer of Mercer International Inc. (the
"Company"), certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350, that:
(1) the Quarterly Report on Form 10-Q/A of the Company for the quarterly
period ended September 30, 2002 (the "Report") fully complies with
the requirements of Section 13(a) of the Securities Exchange Act of 1934
(15 U.S.C. 78m or 78o(d)); and
(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
Dated: June 30, 2003
/s/ Jimmy S.H. Lee
----------------------------
Jimmy S.H. Lee
Chief Executive Officer
_____________________________
A signed original of this written statement required by Section 906 has been
provided to Mercer International Inc. and will be retained by Mercer
International Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.
EXHIBIT 99.2
CERTIFICATION OF PERIODIC REPORT
I, R. Ian Rigg, Chief Financial Officer of Mercer International Inc. (the
"Company"), certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350, that:
(1) the Quarterly Report on Form 10-Q/A of the Company for the quarterly
period ended September 30, 2002 (the "Report") fully complies with
the requirements of Section 13(a) of the Securities Exchange Act of 1934
(15 U.S.C. 78m or 78o(d)); and
(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
Dated: June 30, 2003
/s/ R. Ian Rigg
-------------------------
R. Ian Rigg
Chief Financial Officer
_____________________________
A signed original of this written statement required by Section 906 has been
provided to Mercer International Inc. and will be retained by Mercer
International Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.