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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
THE ITALY FUND INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
465395101
(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)
September 6, 2000
(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 / /
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
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SCHEDULE 13D
CUSIP NO. 465395101 PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mira, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) 0
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,178,156
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
1,178,156
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,178,156
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* 0
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
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14 TYPE OF REPORTING PERSON*
PN
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*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.
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SCHEDULE 13D
CUSIP NO. 465395101 PAGE 4 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zurich Capital Markets Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) 0
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
1,178,156
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
1,178,156
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,178,156
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* 0
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
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14 TYPE OF REPORTING PERSON*
CO
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*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.
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This Amendment No. 1 to Schedule 13D is filed on behalf of Mira, L.P. ("Mira")
and Zurich Capital Markets Inc. ("ZCMI") to amend and update the Schedule 13D
filed on December 7, 1999 relating to shares of the Common Stock, par value
$.01 per share (the "Common Stock"), of The Italy Fund Inc. (the "Company")
as set forth below. All capitalized terms not otherwise defined herein shall
have the meanings assigned to them in the Schedule 13D, as amended. Items not
included in this amendment are either not amended or are not applicable.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety as follows
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, 44th 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
Not applicable.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated in its entirety as follows:
Mira disposed of 516,544 shares of Common Stock of the Company
pursuant to a tender offer by the Company to purchase 25% of the outstanding
shares of Common Stock of the Company. Mira received $20.03 for each share of
Common Stock which it sold to the Company pursuant to the tender offer, for
an aggregate sales price of approximately $10,346,376.
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,
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
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additional Common Stock of the Company, an extraordinary corporate
transaction involving the Company, 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.
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.
Item 5 is hereby amended and restated in its entirety as follows:
(a) Mira beneficially owns an aggregate of 1,178,156 shares of
Common Stock, constituting 19.5% of the shares of Common Stock outstanding.
ZCMI, as the general partner of Mira, may be deemed to beneficially own an
aggregate of 1,178,156 shares of Common Stock, constituting 19.5% of the
shares of Common Stock outstanding.
(b) Mira has the sole power to direct the voting and disposition
of the 1,178,156 shares of Common Stock which it holds directly. By virtue of
its indirect, beneficial ownership of the 1,178,156 shares of Common Stock
held by Mira, ZCMI, as the general partner of Mira, shares the power to
direct the voting and disposition of those shares.
(c) Except as described in Item 3, there have been no
transactions of shares of Common Stock effected within the past 60 days by
Mira or ZCMI.
(d) Not applicable.
(e) Not applicable.
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 20, 2000
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<S> <C>
MIRA, L.P.
By: Zurich Capital Markets Inc.
Its: General Partner
By: /s/ Randall K.C. Kau
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Name: Randall K.C. Kau
Title: President
ZURICH CAPITAL MARKETS INC.
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<S> <C>
By: /s/ Randall K.C. Kau
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Name: Randall K.C. Kau
Title: President
</TABLE>
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SCHEDULE A
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<S> <C> <C>
NAME AND OFFICE HELD BUSINESS ADDRESS CITIZENSHIP
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Randall K.C. Kau One Chase Manhattan Plaza United States
Director and President of ZCMI 44th Floor
New York, New York 10005
Stephen J. Lerner One Chase Manhattan Plaza United States
Director and Senior Vice President of ZCMI 44th Floor
New York, New York 10005
Nick Corcoran One Chase Manhattan Plaza Ireland
Director and Chief Financial Officer of ZCMI 44th Floor
New York, New York 10005
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