SC TO-I/A

As filed with the Securities and Exchange Commission on August 28, 2012

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

Amendment No. 2

The New Germany Fund, Inc.

(Name of Subject Company (Issuer))

The New Germany Fund, Inc.

(Name of Filing Person (Offeror))

COMMON STOCK,

$0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

644465106

(CUSIP Number of Class of Securities)

John Millette

Secretary

The New Germany Fund, Inc.

c/o Deutsche Investment Management Americas Inc.

One Beacon Street

Boston, MA 02108

(617) 295-2572

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copy to:

Donald R. Crawshaw, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

(212) 558-4000

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
$12,936,698.04(a)	$1,482.55(b)

(a) Calculated as the aggregate maximum purchase price to be paid for 863,598 shares in the offer, based upon a price of $14.98 (98% of the net asset value per share of $15.29 on July 18, 2012).

(b) Calculated as $114.60 per $1,000,000 of the Transaction Valuation.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $1,482.55	Filing Party: The New Germany Fund, Inc.
Form of Registration No.: SC TO-I	Date Filed: July 25, 2012

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.  

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:   x

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

Introductory Statement

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on July 25, 2012 (the “Schedule TO”) and amended on August 23, 2012 (“Amendment No. 1”) by The New Germany Fund, Inc., a Maryland corporation (the “Fund”), pursuant to Rule 13e-4 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Fund’s offer to repurchase for cash up to 863,598 of the Fund’s issued and outstanding shares of common stock, par value $0.001 per share, upon the terms and subject to the conditions contained in the Offer to Repurchase dated July 25, 2012 (the “Offer to Repurchase”) and the related Letter of Transmittal (the “Letter of Transmittal,” which, together with the Offer to Repurchase and any amendments or supplements to either or both, collectively constitute the “Offer”), at a purchase price equal to 98% of the Fund’s net asset value per share (“NAV,” that is, the value of the Fund’s assets minus its liabilities, divided by the number of shares outstanding) determined as of August 23, 2012. The Fund normally calculates its NAV at 11:30 a.m. New York time on each day during which the New York Stock Exchange is open for trading.

This Amendment No. 2 to Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) promulgated under the Exchange Act.

The Information in the Offer to Purchase and the Letter of Transmittal, previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, is incorporated by reference into this Amendment in answer to Items 1 through 9 and 11 of the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 10. Financial Statements.

Not applicable.

Item 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented to add the following:

On August 28, 2012, the Fund issued a press release announcing the final results of the Offer, which expired at 5:00 p.m. Eastern time on August 22, 2012. A copy of the press release is filed as Exhibit (a)(5)(ii) to this Amendment and is incorporated herein by reference.

Item 12. Exhibits.

See Exhibit Index immediately following the signature page.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due 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.

THE NEW GERMANY FUND, INC.
By:	/s/ JOHN MILLETTE
	Name:	John Millette
	Title:	Secretary

Dated: August 28, 2012

Exhibit List

(a)(1)(i)	Offer to Repurchase, dated July 25, 2012.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Text of Letter to Stockholders of the Fund dated July 25, 2012.*
(a)(1)(vii)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(5) (a)(5)(i)	Press Release issued by the Fund dated July 25, 2012.* Press Release issued by the Fund dated August 23, 2012.**
(a)(5)(ii)	Press Release issued by the Fund dated August 28, 2012.***
(b)-(h)	Not applicable.

*Previously filed as an exhibit to the Fund’s Tender Offer Statement on Schedule TO filed with the SEC on   July 25, 2012.

**    Previously filed as an exhibit to Amendment No. 1 filed with the SEC on August 23, 2012.

***  Filed with this Amendment.

EX-99.A.5.II

Exhibit (a)(5)(ii)

Press Release

FOR IMMEDIATE RELEASE

For additional information:

Deutsche Bank Press Office (212) 250-5536

Shareholder Account Information (800) 437-6269

DWS Closed-End Funds (800) 349-4281 or

00-800-2287-2750 from outside the US

The European Equity Fund, Inc. and The New Germany Fund, Inc. Announce Final Results of Tender Offers

NEW YORK, NY August 28, 2012 — The European Equity Fund, Inc. (NYSE: EEA) (“EEA”) and The New Germany Fund, Inc. (NYSE: GF) (“GF”) (each a “Fund”) each announced today that, in accordance with its respective tender offer for up to 5% of its issued and outstanding shares of common stock, which offer expired at 5:00 p.m. Eastern time on August 22, 2012, EEA has accepted 529,026,and GF has accepted 863,598, properly tendered shares at a price per share equal to 98% of each Fund’s respective net asset value (“NAV”) as determined by each Fund on August 23, 2012. Each Fund normally calculates its NAV per share at 11:30 a.m. New York time on each day during which the New York Stock Exchange is open for trading. 5,314,744.107 shares of EEA’s common stock, or 50.23% of its common stock outstanding, and 10,697,485.001 shares of GF’s common stock, or 61.94% of its common stock outstanding, were tendered through the stated expiration date. The tender offer for each Fund was oversubscribed, meaning that pursuant to the terms of each tender offer, not all shares that were tendered were accepted for payment by the Funds. Under the final pro-ration calculations, 9.95% of EEA’s shares, and 8.07% of GF’s shares, that were tendered have been accepted for payment by the respective Fund.The shares accepted for payment will receive cash at a repurchase offer price of $7.08for EEA and $15.85for GF, each of which prices is equal to 98% of the respective Fund’s NAV as determined by each Fund on August 23, 2012. Those shares that were tendered but not accepted for payment will continue to be held by their record owners.

For more information on EEA and GF, including the most recent month-end performance, visit www.dws-investments.com or call (800) 349-4281.

The European Equity Fund, Inc. is a diversified, closed-end investment company seeking long-term capital appreciation through investment primarily (normally at least 80% of its assets) in equity or equity-linked securities of companies domiciled in European countries utilizing the Euro currency. Investing in foreign securities presents certain risks, such as currency fluctuations, political and economic changes, and market risks. Any fund that concentrates in a particular segment of the market will generally be more volatile than a fund that invests more broadly.

The New Germany Fund, Inc. is a diversified, closed-end investment company seeking capital appreciation primarily through investment in equity or equity-linked securities of small and mid-cap German companies. The Fund may invest up to 35% of its assets in large cap German companies and up to 20% in other Western European companies.  Investing in foreign securities presents certain risks, such as currency fluctuations, political and economic changes, and market risks. Any fund that concentrates in a particular segment of the market will generally be more volatile than a fund that invests more broadly.

Closed-end funds, unlike open-end funds, are not continuously offered. There is a one-time public offering and, once issued, shares of closed-end funds are bought and sold in the open market through a stock exchange. Shares of closed-end funds frequently trade at a discount to NAV. The price of a fund’s shares is determined by a number of factors, several of which are beyond the control of the fund. Therefore, a fund cannot predict whether its shares will trade at, below or above NAV.

This press release shall not constitute an offer to sell or a solicitation to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the laws of such state or jurisdiction.

Certain statements contained in this release may be forward-looking in nature. These include all statements relating to plans, expectations, and other statements that are not historical facts and typically use words like “expect,” “anticipate,” “believe,” “intend,” and similar expressions. Such statements represent management’s current beliefs, based upon information available at the time the statements are made, with regard to the matters addressed. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, such statements. Management does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

NOT FDIC/NCUA INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

NOT A DEPOSIT • NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY

DWS Investments is part of Deutsche Bank’s Asset Management division and, within the US, represents the retail asset management activities of Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Investment Management Americas Inc. and DWS Trust Company. R-20423-7 (8/12)

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