Amendment One to Schedule 13G
 

     
 
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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 Stock — Par Value $1.00
(formerly called Shares of Beneficial Interest — Par Value $1.00)
(Title of Class of Securities)
588056101
(CUSIP Number)
December 4, 2006
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 
 

 

                     
CUSIP No.
  
588056101 
   Page  
2 
   of   
5 

 

           
1   NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
  KPMG Inc. as Receiver of Stone Venepal (Celgar) Pulp Inc.
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o
  (b)   o
Not applicable 
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Canada
       
  5   SOLE VOTING POWER:
     
NUMBER OF   Nil
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   Nil
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   Nil
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    Nil
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  Nil
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  Not applicable 
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  Nil%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO

 

 

                     
CUSIP No.
  
588056101 
   Page  
3 
   of   
5 
Item 1.
(a)   Name of Issuer
 
    Mercer International Inc.
 
(b)   Address of Issuer’s Principal Executive Offices
 
    Suite 2840
PO Box 11576
650 West Georgia Street
Vancouver, BC V6B 4N8 Canada
Item 2.
(a)   Name of Person Filing
 
    KPMG Inc. as Receiver of Stone Venepal (Celgar) Pulp Inc.
 
(b)   Address of Principal Business Office or, if none, Residence
 
    PO Box 10426, Pacific Centre
Suite 900 – 777 Dunsmuir Street
Vancouver, BC V7Y 1K3
 
(c)   Citizenship
 
    Canada corporation
 
(d)   Title of Class of Securities
 
    Common Stock — Par Value $1.00
 
(e)   CUSIP Number
 
    588056101
Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  (a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f)   o   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g)   o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h)   o   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
       Act of 1940 (15 U.S.C. 80a-3);
 
  (j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
      Not Applicable.

 

 

                     
CUSIP No.
  
588056101 
   Page  
4 
   of   
5 
Item 4.  Ownership.
     Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
  (a)   Amount beneficially owned:      Nil     .
 
  (b)   Percent of class:      Nil%     .
 
  (c)   Number of shares as to which the person has:
  (i)   Sole power to vote or to direct the vote      Nil     .
 
  (ii)   Shared power to vote or to direct the vote      Nil     .
 
  (iii)   Sole power to dispose or to direct the disposition of      Nil     .
 
  (iv)   Shared power to dispose or to direct the disposition of      Nil     .
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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 five percent of the class of securities, check the following þ.
Instruction: Dissolution of a group requires a response to this item.
Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
     If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
     Not Applicable.
Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
     If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
     Not Applicable.
Item 8.  Identification and Classification of Members of the Group
     If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
     Not Applicable.
Item 9.  Notice of Dissolution of Group
     Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
     Not Applicable.

 

 

                     
CUSIP No.
  
588056101 
   Page  
5 
   of   
5 
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.
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.
     
 
 
February 7, 2007 
Date
 
   
Todd M. Martin 
Signature
 
   
Senior Vice President, KPMG Inc. 
Name/Title
     The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.
     Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)