Introduction
This Amendment No. 4 (“AMENDMENT NO. 4”) to Schedule 13D is being filed pursuant to Rule13d-1(f) regarding shares of the common stock, par value $1.00 per share (the “SHARES”), of Mercer International Inc., a Washington corporation (the “COMPANY”) that may be deemed to be beneficially owned by Peter R. Kellogg and/or IAT Reinsurance Company, Ltd., a Bermuda limited liability company (“IAT”). IAT and Peter R. Kellogg are each referred hereto as a Reporting Person, and are collectively referred to as the Reporting Persons.
This Amendment No. 4 amends and supplements the statement on Amendment No. 3 to Schedule 13D dated February 18, 2014 relating to the Shares. This Amendment No. 4 reflects transactions and developments through July 1, 2014, relating to such Reporting Persons’ holdings of the Company. Only those items hereby reported in this Amendment No. 4 are amended and all other items remain unchanged. Terms used herein but not otherwise defined shall have the meanings set forth in the Schedule 13D, as amended.
Item 1. Security and Issuer
The class of security to which this statement relates is common stock, par value $1.00 per share of the Company, which is organized under the laws of the state of Washington. The address of the principal executive office of the Company is Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8.
Item 2. Identity and Background
(a) This Amendment No. 4 is filed on behalf of Peter R. Kellogg and IAT. 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. Amendment No. 3 to Schedule 13D was filed by the Reporting Persons on February 18, 2014 and is incorporate by reference herein. A joint filing agreement of Mr. Kellogg and IAT is attached as Exhibit A to the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on March 25, 2010 and incorporated by reference herein.
(b) The business address for Mr. Kellogg and IAT is 48 Wall Street, 30th floor, New York, NY 10005.
(c), (f) Mr. Kellogg is an American citizen and a private investor. IAT is a reinsurance company incorporated in Bermuda.
(d)-(e) During the last five years, neither IAT, Mr. Kellogg, nor, to their knowledge, any of the directors or executive officers of IAT has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has 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
The source of funds for the purchases of the Shares was derived from the working capital of IAT and its wholly-owned subsidiaries, from funds of the foundation administered by Mr. Kellogg, and the funds of the companies controlled by Mr. Kellogg.
Item 4. Purpose of Transaction
The Shares were acquired for investment purposes in the ordinary course of business and were not acquired with the purpose or effect of changing or influencing control of the Company. Mr. Kellogg and IAT believe that the Shares represented an attractive investment opportunity. Mr. Kellogg and IAT review their holdings of the Company on an ongoing basis and, depending on such review and on various factors, including, without limitation, the price of the Shares, stock market conditions, the financial position and strategic direction of the Company, and general economic and industry conditions, Mr. Kellogg and IAT may in the future take such actions with respect to their investment in the Company as they deem appropriate, including, without limitation, purchasing additional Shares or selling some or all of their Shares. In addition, Mr. Kellogg and IAT may, alone or with others, pursue discussions with the Company, other stockholders and third parties with regard to their investment in the Company and/or otherwise change their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. Any purchases may be effected directly or through one or more entities controlled or deemed to be controlled by Mr. Kellogg. Any purchases or sales may be in the open market, in a privately negotiated transaction or otherwise.
Except as set forth herein, neither Mr. Kellogg nor IAT have any plans or proposals which relate to or would result in any of the transactions or changes contemplated in Items 4(a) through 4(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on July 1, 2014, the Mr. Kellogg beneficially owned an aggregate of 17,609,654 Shares, constituting approximately 27.6% of the Shares outstanding.
(b) IAT Reinsurance is the owner of 15,603,223 Shares, constituting approximately 24.4% of the Shares outstanding. Mr. Kellogg has sole dispositive and voting power with respect to the Shares owned by IAT. By virtue of his position with IAT, Mr. Kellogg may be considered to indirectly beneficially own such shares. Mr. Kellogg disclaims beneficial ownership of any shares owned by IAT. In addition, Mr. Kellogg disclaims beneficial ownership of 1,000,000 Shares owned by his wife, Cynthia, and 2,006,431 Shares owned by Bermuda Partners LP. 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) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
(c) During the past 60 days, the Mr. Kellogg has engaged in the following transactions in the Shares:
| |
|
|
|
|
|
|
| |
Transaction Date
|
|
Shares Purchased
|
|
Price Per Share
|
|
| |
June 12, 2014
|
|
55,000
|
|
$8.46
|
|
| |
June 13, 2014
|
|
20,000
|
|
$8.49
|
|
| |
June 16, 2014
|
|
28,000
|
|
$8.66
|
|
| |
June 17, 2014
|
|
60,000
|
|
$9.04
|
|
| |
June 18, 2014
|
|
30,000
|
|
$9.22
|
|
| |
June 19, 2014
|
|
43,000
|
|
$9.41
|
|
| |
June 20, 2014
|
|
50,000
|
|
$9.40
|
|
| |
June 23, 2014
|
|
24,000
|
|
$9.46
|
|
| |
June 24, 2014
|
|
20,000
|
|
$9.42
|
|
| |
June 25, 2014
|
|
16,600
|
|
$9.50
|
|
| |
June 26, 2014
|
|
7,400
|
|
$9.53
|
|
| |
June 27, 2014
|
|
215,027
|
|
$9.68
|
|
| |
June 30, 2014
|
|
137,000
|
|
$10.45
|
|
| |
July 1, 2014
|
|
10,000
|
|
$10.88
|
|
| |
|
|
|
|
|
|
(d) The non-voting stockholders of IAT have the right to participate in the receipt of dividends from, or proceeds from the sale of, the common shares held by them in accordance with their ownership interest in IAT.
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except as described in Item 5(d) above, to the best knowledge of Mr. Kellogg and IAT, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons enumerated in Item 2 or between such persons and any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the shares, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement between Peter R. Kellogg and IAT Reinsurance Company Ltd., incorporated by reference from a Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on March 25, 2010.
Exhibit B - Power of Attorney in favor of Marguerite R. Gorman to sign all 13D and 13G filings on behalf of Mr. Peter R. Kellogg. Incorporated by reference from a Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on April 5, 2007.