-----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, MGrv5tB0bMvs7Vd7RXQS2yjl09ReltgPAQKIzgXTvw7poM9KCDiyCLClZpbSyWLC w3Ko0hcxuecdccPKiyLggw== 0000950148-96-001903.txt : 19961011 0000950148-96-001903.hdr.sgml : 19961011 ACCESSION NUMBER: 0000950148-96-001903 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960829 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAM TAI ELECTRONICS INC CENTRAL INDEX KEY: 0000829365 STANDARD INDUSTRIAL CLASSIFICATION: 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: 96623541 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: KOO M K CENTRAL INDEX KEY: 0000942050 STANDARD INDUSTRIAL CLASSIFICATION: FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 990 WEST HASTINGS ST STREET 2: STE 530 CITY: VANCOUVER BC CANADA STATE: A1 BUSINESS PHONE: 6046697800 MAIL ADDRESS: STREET 1: 9100 WILSHIRE BLVD STREET 2: 8TH FLOOR EAST TWR CITY: BEVERLY HILLS STATE: CA ZIP: 90212 SC 13D 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 12) 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 August 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 / / . 2 SCHEDULE 13D - - -------------------- ----------------- CUSIP NO. 629865 205 PAGE 2 OF 5 PAGES - - -------------------- ----------------- - - -------------------------------------------------------------------------------- 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 OO;PF - - -------------------------------------------------------------------------------- 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 1,069,071 --------------------------------------------------- NUMBER OF SHARED VOTING POWER SHARES 8 BENEFICIALLY 2,365,290 OWNED BY --------------------------------------------------- EACH SOLE DISPOSITIVE POWER REPORTING 9 PERSON 1,069,071 WITH --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,365,290 - - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 3,434,361 - - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 42.4% - - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN (Koo); CO (Lully) - - -------------------------------------------------------------------------------- 3 CUSIP NO. 629865 205 Page 3 of 5 Pages 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"). By virtue of his majority interests in and positions with Lully, Mr. Koo may be deemed to be the beneficial owner of these shares. Investment decisions made by Mr. Koo and Lully with respect to securities respectively owned by them are not identical. In Lully's case, Lully's board of directors determines such investment decisions. Mr. Koo disclaims beneficial ownership in the Common Shares of the Company owned by Lully and Lully disclaims beneficial ownership of the Common Shares of the Company owned by Mr. Koo. The filing of this schedule on behalf of Mr. Koo and Lully shall not be construed as an admission that Mr. Koo or Lully is 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 are reporting the beneficial ownership of their Common Shares of the Company together because of Mr. Koo's percentage ownership of Lully and his positions with Lully. As used herein, "Reporting Person" or "Reporting Persons" collectively refer to Mr. Koo and Lully. 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 of the Reporting Persons 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION. Lully borrowed $1,244,997.50 from Paine Webber Incorporated ("Paine Webber") pursuant to a margin loan to purchase the 128,000 Common Shares which are reflected in Item 5(c) as having been purchased by it through Paine Webber. Mr. Koo borrowed $87,812.50 from McDermid St. Lawrence Securities Ltd ("McDermid") to purchase the 30,000 Common Shares which are reflected in Item 5(c) as having been purchased by him through McDermid. The balance of the funds to purchase the 30,000 Common Shares which are reflected in Item 5(c) as having been purchased through McDemid by Mr. Koo were provided from Mr. Koo's personal funds. ITEM 4. PURPOSE OF TRANSACTION. The purpose of the transaction is investment. Lully and Mr. Koo each desires to increase its and his shareholdings in the Company, believing the Company's shares are presently undervalued. Either or both may acquire additional shares in the open market, depending on the prevailing market price of the securities. 4 CUSIP NO. 629865 205 Page 4 of 5 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The following table sets forth information concerning the aggregate number and percentage of the class of securities of the Company owned by Mr. Koo and Lully at August 29, 1996.
% of Outstanding No. of Common Shares Common Shares* -------------------- ---------------- Mr. Koo.................. 1,069,071 13.2% Lully.................... 2,365,290 29.2% --------- ----- Total.................... 3,434,361 42.4% ========= =====
- - ----------------------- * Calculated in accordance with Rule 13d(1)(i) under the Securities Exchange Act of 1934. (b) Mr. Koo has exclusive investment voting and investment power over Common Shares that he owns individually. Mr. Koo shares voting and investment power with two other members of the Board of Directors of Lully over the Common Shares that Lully owns. (c) The following table sets forth details of the open-market purchases of the Company's Common Shares made by Lully and Mr. Koo during the past 60 days:
Number Purchase Total Trade of shares Price per Purchase Date purchased (#) Share ($) Price($) ----- ------------- --------- -------- Through Paine Webber by Lully: Aug. 13, 1996 5,000 9 1/8 $ 45,629.50 Aug. 13, 1996 5,000 9 1/4 46,250.00 Aug. 15, 1996 3,000 9 1/8 27,379.50 Aug. 16, 1996 8,000 9 5/8 77,000.00 Aug. 16, 1996 2,000 9 1/2 19,004.50 Aug. 16, 1996 11,000 9 5/8 105,875.00 Aug. 19, 1996 10,000 9 3/4 97,504.50 Aug. 19, 1996 2,000 9 1/2 19,000.00 Aug. 20, 1996 30,000 9 7/8 297,754.50 Aug. 20, 1996 52,000 9 3/4 509,600.00 ------- ------------- Subtotal 128,000 1,244,997.50 ------- ------------- Through McDermid by Mr. Koo: Aug. 26, 1996 2,500 9 3/8 23,437.50 Aug. 26, 1996 2,500 9 1/2 23,750.00 Aug. 27, 1996 25,000 9 5/8 240,625.00 ------- ------------- Subtotal 30,000 287,812.50 ------- ------------- TOTAL 158,000 $1,532,810.00 ======= =============
5 CUSIP NO. 629865 205 Page 5 of 5 Pages ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None except for the documents previously reported. 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. August 29, 1996 /s/ MING KOWN KOO --------------------------------------- Ming Kown Koo LULLY CORPORATION LIMITED By: /s/ M.K. KOO ------------------------------------ M.K. Koo Chairman of the Board, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----