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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 13, 2003
MERCER INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
WASHINGTON
(State or other jurisdiction of incorporation or organization)
000-9409 91-6087550
(Commission File Number) (I.R.S. Employer Identification No.)
14900 INTERURBAN AVENUE SOUTH, SUITE 282, SEATTLE, WA 98168
(Address of Office)
(206) 674-4639
(Registrant's telephone number, including area code)
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This Form 8-K/A updates the information contained in the Form 8-K filed May 13,
2003 by Mercer International Inc. regarding a proposed change of auditors.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Mercer International Inc. (the "Company") dismissed Peterson Sullivan PLLC and
appointed Deloitte & Touche LLP as the Company's new independent auditors in
place of Peterson Sullivan PLLC effective July 14, 2003. As a matter of good
corporate practice, the Company intends to seek shareholder ratification of the
appointment of Deloitte & Touche LLP at the annual meeting of shareholders to be
held on August 22, 2003 (the "Meeting"). The Company also appointed Deloitte &
Touche LLP as the auditors for the Company's significant subsidiaries effective
as of July 14, 2003. The decision to change auditors was recommended and
approved by the Company's Audit Committee and also approved by the Board of
Trustees.
In the event Deloitte & Touche LLP are not ratified as the Company's auditors at
the Meeting, the Company's Audit Committee will consider whether to retain
Deloitte & Touche LLP or appoint another firm. The Audit Committee may appoint
another firm as the Company's auditors without approval of shareholders.
Peterson Sullivan PLLC's reports on the Company's financial statements for the
fiscal years ended December 31, 2001 and 2002 did not contain an adverse opinion
or a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. During the fiscal years ended December
31, 2001 and 2002 and the subsequent interim period ended July 14, 2003: (i)
there were no disagreements between the Company and Peterson Sullivan PLLC on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which, if not resolved to the satisfaction of
Peterson Sullivan PLLC, would have caused Peterson Sullivan PLLC to reference
the subject matter of the disagreement in its reports; and (ii) there were no
"reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K of the
Commission.
The Registrant has requested, and Peterson Sullivan PLLC has furnished, a letter
addressed to the Securities and Exchange Commission stating that Peterson
Sullivan PLLC agrees with the above statements. A copy of such letter is filed
as Exhibit 16 to this Form 8-K/A.
During the last two complete fiscal years and through July 14, 2003, neither
the Company nor its significant subsidiaries consulted Deloitte & Touche LLP
with respect to the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's consolidated financial statements, or any
other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii)
of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description
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16 Letter from Peterson Sullivan PLLC.
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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 hereunto duly authorized.
MERCER INTERNATIONAL INC.
/s/ Jimmy S.H. Lee
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Jimmy S.H. Lee
President and Chief Executive Officer
Date: August 6, 2003
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MERCER INTERNATIONAL INC.
FORM 8-K
EXHIBIT INDEX
Exhibit Number Description
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16 Letter from Peterson Sullivan PLLC.