-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BsEiK3P9rWvZ6lYYgCxh3tEp8fqDI3ZwTxnqJUcrSic8Cl8YAFo1dMB/HAYjZMAD Kqh0nnCRLFoV4LSqGKCtww== 0001042645-98-000209.txt : 19981105 0001042645-98-000209.hdr.sgml : 19981105 ACCESSION NUMBER: 0001042645-98-000209 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981104 GROUP MEMBERS: GEORGE FOOT GROUP MEMBERS: NEWGATE LLP GROUP MEMBERS: NEWGATE LLP /CT GROUP MEMBERS: SONIA ROSENBAUM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRAZIL FUND INC CENTRAL INDEX KEY: 0000820028 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 046576929 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-39510 FILM NUMBER: 98737819 BUSINESS ADDRESS: STREET 1: TWO INTERNATIONAL PLACE CITY: BOSTON STATE: MA ZIP: 02110-4103 BUSINESS PHONE: 2123266200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEWGATE LLP /CT CENTRAL INDEX KEY: 0000939761 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 042941344 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 80 FIELD POINT RD STREET 2: 12TH FL CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036610700 MAIL ADDRESS: STREET 1: 80 FIELD POINT RD CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: NEWGATE MANAGEMENT ASSOCIATES /NY DATE OF NAME CHANGE: 19970725 SC 13G/A 1 AMENDMENT NO. 1 --------------------------- OMB APPROVAL --------------------------- OMB Number: 3235-0145 Expires: December 31,1997 Estimated average burden hours per response.... 14.90 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* The Brazil Fund, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 105759104 -------------------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement /_/. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). * 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). SEC 1745 (2-95) CUSIP No. 105759104 13G/A Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON(S) Newgate LLP George Foot Sonia Rosenbaum - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts USA USA - -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER SHARES 779,458 BENEFICIALLY -------------------------------------------------------------- OWNED BY 6. SHARED VOTING POWER EACH None REPORTING -------------------------------------------------------------- PERSON 7. SOLE DISPOSITIVE POWER WITH 779,458 -------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 779,458 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES /_/ - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.78% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* IA HC HC - -------------------------------------------------------------------------------- CUSIP No. 105759104 13G/A Page 3 of 6 Pages - -------------------------------------------------------------------------------- ITEM 1. (a) Name of Issuer The Brazil Fund, Inc. (b) Address of Issuer's Principal Executive Offices 345 Park Avenue New York, NY 10154 ITEM 2. (a) Name of Person Filing Newgate LLP, George Foot and Sonia Rosenbaum (b) Address of Principal Business Office or if none, Residence 80 Field Point Road Greenwich, CT 06830 (c) Citizenship USA (d) Title of Class of Securities Common Stock, $0.01 Par Value (e) CUSIP Number 105759104 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (a) /_/ Broker or Dealer registered under Section 15 of the Act (b) /_/ Bank as defined in section 3(a)(6) of the Act (c) /_/ Insurance Company as defined in section 3(a)(19) of the Act (d) /_/ Investment Company registered under section 8 of the Investment Company Act (e) /X/ Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) /_/ Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund: see 240.13d-1(b)(1)(ii)(F) (g) /X/ Parent Holding Company, in accordance with 240.13d-1(b)(ii)(G) (Note: See Item 7) (h) /_/ Group, in accordance with 240.13d-1(b)(1)(ii)(H) ITEM 4. OWNERSHIP If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following information as of that date and identify those shares which there is a right to acquire. (a) Amount Beneficially Owned 779,458 (b) Percent of Class 4.78% CUSIP No. 105759104 13G/A Page 4 of 6 Pages - -------------------------------------------------------------------------------- (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 779,458 (ii) shared power to vote or to direct the vote None (iii) sole power to dispose or to direct the disposition of 779,458 (iv) shared power to dispose or to direct the disposition of None INSTRUCTION: For computations regarding securities which represent a right to acquire an underlying security see Rule 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 /X/. 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. 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), attach an exhibit stating the identification of the relevant subsidiary. /X/ EXHIBIT ATTACHED ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so indicate under Item 3(h) 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 Rule 13d-1(c), attach an exhibit stating the identity of each member of the group. /_/ EXHIBIT ATTACHED 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 ant 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. /_/ EXHIBIT ATTACHED ITEM 10. CERTIFICATION The following certification shall be included if the statement filed pursuant to rule 13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes 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. Date: October 30, 1998 Newgate LLP By /s/ Sonia Rosenbaum ----------------------------------- Sonia Rosenbaum/Managing Partner /s/ George Foot ----------------------------------- George Foot /s/ Sonia Rosenbaum ----------------------------------- Sonia Rosenbaum CUSIP No. 105759104 13G/A Page 5 of 6 Pages - -------------------------------------------------------------------------------- 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: Six copies of this statement, including all exhibits, should be filed with the Commission. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) CUSIP No. 105759104 13G/A Page 6 of 6 Pages - -------------------------------------------------------------------------------- EXHIBIT TO SCHEDULE 13G Item 7 Each of George Foot and Sonia Rosenbaum is filing as a "Parent Holding Company." The subsidiary is Newgate LLP, formerly known as Newgate Management Associates, an investment adviser registered under section 203 of the Investment Advisors Act of 1940, as amended. Pursuant to Rule 13d-1(k)(1), each of George Foot, Sonia Rosenbaum and Newgate LLP hereby agrees that this Schedule 13G shall be filed on behalf of each of them. -----END PRIVACY-ENHANCED MESSAGE-----