-----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, VtKiVBgXdDNikMkYwfhlHRpAWy6buPRQTJPS+RqjnM1oxXfxIVh4+OZ//c+3EeSV E+2CSF199pb81ZdT081b4Q== 0000829365-96-000027.txt : 19970102 0000829365-96-000027.hdr.sgml : 19970102 ACCESSION NUMBER: 0000829365-96-000027 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961231 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAM TAI ELECTRONICS INC CENTRAL INDEX KEY: 0000829365 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE MACHINES, NEC [3579] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46775 FILM NUMBER: 96688996 BUSINESS ADDRESS: STREET 1: 999 WEST HASTINGS STREET SUITE 530 STREET 2: HUNG TO ROAD KWUN TONG CITY: VANCOUVER STATE: K3 BUSINESS PHONE: 6046697800 MAIL ADDRESS: STREET 1: C/O NAM TAI ELECTRONICS CANADA LTD STREET 2: 999 WEST HASTINGS STREET SUITE 530 CITY: BRITISH COLUMBIA STATE: A1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NAM TAI ELECTRONICS INC CENTRAL INDEX KEY: 0000829365 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE MACHINES, NEC [3579] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 999 WEST HASTINGS STREET SUITE 530 STREET 2: HUNG TO ROAD KWUN TONG CITY: VANCOUVER STATE: K3 BUSINESS PHONE: 6046697800 MAIL ADDRESS: STREET 1: C/O NAM TAI ELECTRONICS CANADA LTD STREET 2: 999 WEST HASTINGS STREET SUITE 530 CITY: BRITISH COLUMBIA STATE: A1 SC 13D/A 1 SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 15) NAM TAI ELECTRONICS, INC. (Name of Issuer) Common Shares, $0.01 par value (Title of Class of Securities) 629865 205 (Cusip Number) Mr. M. K. Koo Nam Tai Electronics (Canada), Inc. 999 West Hastings Street Suite 530 Vancouver British Columbia V6C 2W2 Canada (604) 669-7800 Fax: (604) 669-7816 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with copy to: Mark A. Klein, Esq. Freshman, Marantz, Orlanski, Cooper & Klein 9100 Wilshire Boulevard, 8th Floor East Tower Beverly Hills, CA 90212-3480 Telephone: (310) 273-1870 Fax: (310) 274-8293 December 20, 1996 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / / . Check the following box if a fee is being paid with the statement / / . PAGE 2 SCHEDULE 13D CUSIP NO. 629865 205 - ------------------------------------------------------------------ NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 1 Ming Kown Koo Lully Corporation, Ltd. - ------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) / / (b) /X/ - ------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------ SOURCE OF FUNDS 4 - ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canadian (Koo); Republic of Liberia (Lully) - ------------------------------------------------------------------ SOLE VOTING POWER 7 2,553,656 NUMBER OF - ----------------------------------------------------------------- SHARES SHARED VOTING POWER BENEFICIALLY 8 OWNED BY EACH - ----------------------------------------------------------------- REPORTING SOLE DISPOSITIVE POWER PERSON 9 WITH 2,553,656 - ----------------------------------------------------------------- SHARED DISPOSITIVE POWER 10 - ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,553,656 - ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ ------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 32.6% - ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN (Koo); CO (Lully) - ------------------------------------------------------------------ PAGE 3 CUSIP NO. 629865 205 ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Shares, $0.01 par value (the "Common Shares") of Nam Tai Electronics, Inc. (the "Company"), an International Business Company organized under the laws of the British Virgin Islands, with principal executive offices located in Unit 513-520 No. 1 Hung To Road, Kwun Tong, Kowloon, Hong Kong. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed by Mr. Ming Kown Koo ("Mr. Koo"), an individual, and Lully Corporation Ltd., a privately held Republic of Liberia corporation ("Lully"), in liquidation. By virtue of his majority interest in and positions with Lully, Mr. Koo may have been deemed to be the beneficial owner of the shares of the Company heretofore owned by Lully. Lully is in the process of dissolving and liquidating (the "Liquidation"). As a result of the Liquidation, the shares of the Company beneficially owned by Lully are being transferred to Lully's shareholders, including Mr. Koo, pro rata in accordance with their respective share ownership in Lully. Accordingly, following such transfer, Lully's record and beneficial ownership of shares of the Company has ceased and Mr. Koo's beneficial ownership of shares of the Company theretofore owned by Lully has decreased to the extent that such shares of the Company have been transferred to the other shareholders of Lully. The filing of this schedule on behalf of Mr. Koo and Lully shall not be construed as an admission that Mr. Koo or Lully were the beneficial owner of the Common Shares of the Company owned by the other. While Mr. Koo and Lully do not affirm the existence of a group, they previously reported the beneficial ownership of the Common Shares of the Company owned by them together because of Mr. Koo's percentage ownership of Lully and his positions with Lully. Hereafter, beneficial ownership of the Common Shares will be reported by Mr. Koo alone because, as a result of the Liquidation, Lully no longer owns of record or beneficially any Common Shares of the Company. Mr. Koo's business address is Nam Tai Electronics, Inc., c/o Nam Tai Electronics (Canada) Ltd., 999 West Hastings Street, Suite 530, Vancouver, British Columbia V6C 2W2, Canada. Lully's business address is Unit 513-520 No.1 Hung To Road, Kwun Tong, Kowloon, Hong Kong. Mr. Koo is the Chairman of the Board of the Company. During the past five years, neither Mr. Koo nor Lully has been convicted in a criminal proceeding and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which it 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. PAGE 4 CUSIP NO. 629865 205 ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION. Not applicable. ITEM 4. PURPOSE OF TRANSACTION. The purpose of the transaction was to dissolve and liquidate Lully and distribute its assets, including the Common Shares of the Company owned by Lully, pro rata to Lully's shareholders. Mr. Koo has no plans or proposals that relate or would result in the matters identified in Items 4(a) through (i) of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) At December 20, 1996 and as a result of the Liquidation, Mr. Koo beneficially owned 2,553,656 Common Shares or 32.6% of the Common Shares outstanding. The amount of Common Shares includes 26,667 shares that Mr. Koo may acquire upon exercise of stock options exercisable within 60 days of December 20, 1996 and the percentage ownership was calculated in accordance with Rule 13d(1)(i) under the Securities Exchange Act of 1934. The amount of Common Shares and percentage ownership excludes 200,000 Common Shares registered to Mars Yue Kung Koo, Mr. Koo's son, as to which Mr. Koo disclaims beneficial ownership. As of December 20, 1996 and as a result of the Liquidation, Lully no longer had any beneficial ownership of Common Shares. (b) Mr. Koo has exclusive investment voting and investment power over the Common Shares referred to in paragraph (a) as beneficially owned by him. (c) Neither Mr. Koo nor Lully have engaged in any transactions with respect to the Common Shares during the 60 days preceding the filing of this Amendment No. 15 to Schedule 13D. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As previously reported, Lully had pledged Common Shares to Paine Weber Incorporated to secure a margin loan. As part of the Liquidation, Mr. Koo agreed to assume the obligations of Lully, including the obligations under the margin loan. PAGE 5 CUSIP NO. 629865 205 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None applicable. 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. December 30, 1996 /s/ MING KOWN KOO ------------------------------------ Ming Kown Koo LULLY CORPORATION LIMITED By: /s/ MING KOWN K00 ----------------------------------- M. K Koo Chairman of the Board, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----