-----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, FIzguCPGuSrQZ6fIoSwfFdyP7p5W0Q5e1eJ8Ao9zDmqMMAqK2V3Nkl1zvviPKMgZ XwRjuLcUE14sAtMGkRPTIw== 0000912057-99-008525.txt : 19991208 0000912057-99-008525.hdr.sgml : 19991208 ACCESSION NUMBER: 0000912057-99-008525 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991207 GROUP MEMBERS: MIRA LP GROUP MEMBERS: ZURICH CAPITAL MARKETS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW GERMANY FUND INC CENTRAL INDEX KEY: 0000858706 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133555471 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49307 FILM NUMBER: 99770123 BUSINESS ADDRESS: STREET 1: 31 WEST 52ND ST STREET 2: C/O DEUTSCHE BANK CAPITAL CORP CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124747000 MAIL ADDRESS: STREET 1: 31 WEST 52ND STREET STREET 2: C/O DEUTSCHE BANK CAPITAL CORP CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: LENOX FUND INC DATE OF NAME CHANGE: 19900115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MIRA LP CENTRAL INDEX KEY: 0001080512 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 134045633 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE CHASE MANHATTAN PLAZA STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2122083600 MAIL ADDRESS: STREET 1: ONE CHASE MANHATTAN PLAZA STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D 1 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ____) THE NEW GERMANY FUND, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 644465106 - -------------------------------------------------------------------------------- (CUSIP Number) Terence S. Leighton, Esq. One Chase Manhattan Plaza, 42nd Floor New York, New York 10005 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 3, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box /X/ NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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). (Continued on following pages) Page 1 of 8 Pages SCHEDULE 13D
CUSIP NO. 644465106 PAGE 2 OF 8 PAGES - -------------------------------------------------- -------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mira, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* BK, WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES 4,549,400 BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 4,549,400 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,549,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.8% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP NO. 644465106 PAGE 3 OF 8 PAGES - -------------------------------------------------- ---------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Zurich Capital Markets Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable - indirect beneficial ownership 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES 4,549,400 BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 4,549,400 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,549,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.8% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D (CONTINUED) PAGE 4 OF 8 PAGES Item 1. Security and Issuer. This statement on Schedule 13D (this "Statement") relates to the Common Stock (the "Common Stock") of The New Germany Fund, Inc. (the "Company"). The principal executive offices of the Company are located at 31 West 52nd Street, New York, New York 10019. Item 2. Identity and Background. The names of the persons filing this Statement are Mira, L.P. ("Mira") and Zurich Capital Markets Inc. ("ZCMI"). Mira and ZCMI are sometimes collectively referred to herein as the "Reporting Persons." Certain information concerning the directors and executive officers of the corporate Reporting Persons is set forth on Schedule A attached hereto and incorporated herein by reference. Any disclosures with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The business address of each of the Reporting Persons is One Chase Manhattan Plaza, 42nd Floor, New York, New York 10005. The principal business of Mira is to purchase and hold investment securities. The principal business of ZCMI is to develop and provide structured financial solutions to affiliates of ZCMI as well as third party clients. During the last five years, none of the Reporting Persons nor any of the directors and executive officers set forth on Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons nor any of the directors and executive officers set forth on Schedule A has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where the result of such proceeding was the imposition of 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. Mira is a limited partnership organized under the laws of the State of Delaware. ZCMI is a corporation organized under the laws of the State of Delaware. Item 3. Source and Amount of Funds or Other Consideration Mira paid a total of approximately $62.4 million to purchase the 4,549,400 shares of Common Stock. Mira borrowed approximately $6.7 million of this amount from the Bank of New York, and the funds borrowed from the Bank of New York accrue interest at the federal funds rate plus 25 basis points and are payable on demand. The balance of the funds used to purchase the shares of Common Stock were derived from Mira's working capital. Item 4. Purpose of Transaction. Except as described in this Item 4, none of the Reporting Persons has any present plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. Consistent with their investment purpose, the Reporting Persons may engage in communications with one or more shareholders of the Company, one or more officers of the Company and/or one or more members of the board of directors of the Company and/or one or more representatives of the Company regarding the Company, including but not limited to its operations. The Reporting Persons may discuss ideas that, if effected, may result in any of the following: the acquisition by persons of additional Common Stock of the Company, an extraordinary corporate transaction involving the Company, including but not limited to the open-ending, liquidation, conduct of a tender offer or other steps designed to reduce the difference between the market value of the Company's common stock and the Company's net asset value, and/or changes in the board of directors or management of the Company. Although neither Reporting Person has any present plan or proposal to acquire or dispose of the Common Stock, consistent with its investment purpose, either Reporting Person at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons and/or other investment considerations. SCHEDULE 13D (CONTINUED) PAGE 5 OF 8 PAGES The Reporting Persons understand that prior purchases of shares of Common Stock, if any, by persons named in Schedule A to this Statement were made for the purpose of each such person's personal investment. Item 5. Interest in Securities of the Issuer. (a) This Statement on Schedule 13D is being filed to correct certain information regarding beneficial ownership of the Common Stock included in the Schedule 13G and subsequent amendments thereto previously filed by Mira with respect to the Company, and to report the beneficial ownership of ZCMI in the Company. Mira beneficially owns an aggregate of 4,549,400 shares of Common Stock, constituting 15.8% of the shares of Common Stock outstanding. ZCMI, as the general partner of Mira, may be deemed to beneficially own an aggregate of 4,549,400 shares of Common Stock, constituting 15.8% of the shares of Common Stock outstanding. (b) The power to vote and dispose of the 4,549,400 shares of Common Stock held directly by Mira is shared by Mira and ZCMI, as the general partner of Mira. (c) There have been no transactions of shares of Common Stock effected within the past 60 days by Mira or ZCMI. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as otherwise expressly disclosed herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof or between such persons and any other person with respect to the Common Stock. The filing of this Schedule shall not be construed as an admission that a Reporting Person or any other person is a beneficial owner of any shares of Common Stock for any purpose, including for purposes of Sections 13, 14 or 16 of the Securities Exchange Act of 1934, as amended. Item 7. Material to Be Filed as Exhibits Exhibit A is the Joint Filing Agreement between Mira, L.P. and Zurich Capital Markets Inc., dated December 1, 1999. Exhibit B is the Security Agreement executed by Zurich Capital Markets Inc. in favor of The Bank of New York (incorporated by reference from Exhibit B to the Schedule 13D of Mira and ZCMI dated December 7, 1999 with respect to The First Australia Fund, Inc.). Exhibit C is the Securities Clearing Agreement dated as of February 24, 1999 by and between Zurich Capital Markets Inc. and The Bank of New York (incorporated by reference from Exhibit C to the Schedule 13D of Mira and ZCMI dated December 7, 1999 with respect to The First Australia Fund, Inc.). SCHEDULE 13D (CONTINUED) PAGE 6 OF 8 PAGES SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: December 7, 1999 MIRA, L.P. By: Zurich Capital Markets Inc. Its: General Partner By: /s/ RANDALL K.C. KAU --------------------------- Name: Randall K.C. Kau Title: President ZURICH CAPITAL MARKETS INC. By: /s/ RANDALL K.C. KAU ------------------------------------ Name: Randall K.C. Kau Title: President SCHEDULE 13D (CONTINUED) PAGE 7 OF 8 PAGES EXHIBIT INDEX Exhibit A Joint Filing Agreement between Mira, L.P. and Zurich Capital Markets Inc., dated December 1, 1999. Exhibit B Security Agreement executed by Zurich Capital Markets Inc. in favor of The Bank of New York (incorporated by reference from Exhibit B to the Schedule 13D of Mira and ZCMI dated December 7, 1999 with respect to The First Australia Fund, Inc.). Exhibit C Securities Clearing Agreement dated as of February 24, 1999 by and between Zurich Capital Markets Inc. and The Bank of New York (incorporated by reference from Exhibit C to the Schedule 13D of Mira and ZCMI dated December 7, 1999 with respect to The First Australia Fund, Inc.). SCHEDULE 13D (CONTINUED) PAGE 8 OF 8 PAGES SCHEDULE A
NAME AND OFFICE HELD BUSINESS ADDRESS CITIZENSHIP Randall K.C. Kau One Chase Manhattan Plaza United States Director and President of ZCMI 42nd Floor New York, New York 10005 Stephen J. Lerner One Chase Manhattan Plaza United States Director and Senior Vice President of ZCMI 42nd Floor New York, New York 10005 Scott A. Smith One Chase Manhattan Plaza United States Director and Managing Director of ZCMI 42nd Floor New York, New York 10005 Nick Corcoran One Chase Manhattan Plaza Ireland Chief Financial Officer of ZCMI 42nd Floor New York, New York 10005
EXHIBIT A JOINT FILING AGREEMENT BETWEEN MIRA, L.P. AND ZURICH CAPITAL MARKETS INC. WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934 (the "Act"), only one joint Statement and any amendments thereto need be filed whenever one or more persons are required to file such a Statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such Statement or any amendments thereto is filed on behalf of each of them; NOW, THEREFORE, the parties hereto agree as follows: Mira, L.P. and Zurich Capital Markets Inc. do hereby agree, in accordance with Rule 13d-1(k) under the Act, to file a Schedule 13D and all amendments thereto relating to their ownership of Common Stock of The New Germany Fund, Inc., and do hereby further agree that said Schedule 13D and all amendments thereto shall be filed on behalf of each of them. Dated: December 1, 1999 ZURICH CAPITAL MARKETS INC. By: /s/ TERENCE S. LEIGHTON ------------------------------ Name: Terence S. Leighton Title: MIRA, L.P. By: /s/ TERENCE S. LEIGHTON ------------------------------ Name: Terence S. Leighton Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----