-----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, J8ohYx7Mfz2xx1N6z0Q8eO0vvqQJ7x9Nh4sz1QrSGMnFP6qpK34jsSpQ/J+iYS77 9UelSzuSwuw7IOikRTh0eA== 0000950148-96-002127.txt : 19961011 0000950148-96-002127.hdr.sgml : 19961011 ACCESSION NUMBER: 0000950148-96-002127 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960927 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: 96635749 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 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 14) 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 September 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 6 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 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 7 941,071 NUMBER OF ------------------------------------------------ SHARES SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 2,365,290 EACH ------------------------------------------------ REPORTING SOLE DISPOSITIVE POWER PERSON 9 WITH 941,071 ------------------------------------------------ SHARED DISPOSITIVE POWER 10 2,365,290 - - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 3,306,361 - - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 40.8% - - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN (Koo); CO (Lully) - - -------------------------------------------------------------------------------- 3 CUSIP NO. 629865 205 Page 3 of 6 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. Not applicable. ITEM 4. PURPOSE OF TRANSACTION. Reference is made to Amendment No. 9 of the Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons on October 6, 1994 ("Amendment 9"), specifically the disclosure concerning the Wardley Note in items 3 and 6 of Amendment No. 9. Except as otherwise defined herein, capitalized terms used herein shall have the meanings as set forth in Amendment No. 9. On September 20, 1996, Wardley converted the Wardley Note, as amended, into 225,000 Common Shares of the Company. 4 CUSIP NO. 629865 205 Page 4 of 6 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 September 20, 1996 (after giving effect to the conversion of the Wardley Note). % of Outstanding No. of Common Shares Common Shares* -------------------- ---------------- Mr. Koo............. 941,071 11.6% Lully............... 2,365,290 29.2% --------- ---- Total............... 3,306,361 40.8% ========= ==== - - --------------- * 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) Lully has not engaged in any transactions with respect to the Common Shares since the filing of Amendment No. 13 to Schedule 13D by Lully and Mr. Koo. Except for the transfer of 225,000 Common Shares to Wardley upon Wardley's conversion of the Wardley Note, Mr. Koo has not engaged in any transactions with respect to the Common Shares since the filing of Amendment No. 13 to Schedule 13D by Lully and Mr. Koo. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Pursuant to the Wardley Note as amended, Wardley acquired 225,000 Common Shares of the Company upon its conversion of the Wardley Note. The conversion of the Wardley Note also discharged Mr. Koo's obligations to pay the principal under the Wardley Note and will result in the release of the Common Shares Mr. Koo pledged to secure repayment of the Wardley Note. 5 CUSIP NO. 629865 205 Page 5 of 6 Pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Reference is made to Exhibits (1), (2) and (3) of Amendment No. 9, previously filed. In addition thereto, filed herewith is: Exhibit 1.1 Letter dated August 6, 1996 from Wardley to Mr. Koo pursuant to which Wardley and Mr. Koo agree to certain modifications of the Note. 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. September 26, 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 EX-1.1 2 EXHIBIT 1.1 1 [Wardley Canada Investment Fund Ltd. letterhead] August 6, 1996 Mr. M. K Koo c/o Nam Tai Electronics, Inc. Suite 530, 999 West Hastings Street Vancouver, B.C. V6C 2W2 Dear Mr. Koo, Re: Modification of Secured Convertible Note Agreement The following modification to the Secured Convertible Note Agreement dated September 21, 1994 is hereby agreed to by the two parties involved: 1. The Conversion Price shall be modified in Section 5 of the Agreement to state: "The price at which each Share shall be issued upon conversion shall be US$10.00, subject to adjustment as hereafter described (the "Conversion Price"). 2. The Early Redemption feature contained in Section 9(a) of the Agreement shall be adjusted to state: "...and the average trading price of the Shares on NASDAQ for five consecutive days preceding that particular time was an amount not less than 103.75% (US$10.375) of the Conversion Price..." If the foregoing correctly reflects the modification of the Agreement, please indicate by signing where indicated below. Yours very truly, /s/ David F. Mullen - - ---------------------------------- David F. Mullen Vice-President and Secretary Wardley Canada Investment Fund Ltd. DFM/seam The foregoing is accepted this 12 day of August, 1996 signed: /s/ Ming Kown Koo - - ----------------------------------- EXHIBIT 1.1 -----END PRIVACY-ENHANCED MESSAGE-----