AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 1998
INVESTMENT COMPANY ACT FILE NO. 811-4632
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM N-2
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 15
THE GERMANY FUND, INC.
(Exact Name of Registrant as Specified in Charter)
31 West 52nd Street, New York, New York 10019
(Address of Principal Executive Offices)
(212) 474-7000
(Registrant's Telephone Number, including Area Code)
Robert R. Gambee
The Germany Fund, Inc.
31 West 52nd Street
New York, New York 10019
(Name and Address of Agent for Service)
If any securities being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933, other
than securities offered in connection with a dividend reinvestment plan, check
the following box. [_]
It is proposed that this filing will become effective when declared effective
pursuant to Section 8(c) of the Securities Act of 1933.
If appropriate, check the following box:
[_] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
[_] This form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration statement
for the same offering is -___.
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PART C
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
Amended Article I, Section 10 of the Registrant's By-laws, as adopted on
April 30, 1998 by the Registrant's Board of Directors, is filed herewith as
Exhibit 2.b.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in The City of New York,
and State of New York, on the 28th day of May, 1998.
THE GERMANY FUND, INC. By /s/ ROBERT R. GAMBEE
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Robert R. Gambee
Chief Operating Officer
and Secretary
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EXHIBIT INDEX
Exhibit No. Description Method of Filing
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2.b. Amended Article I, Section 10 of the Filed herewith.
Registrant's By-laws.
Exhibit 2.b.
Section 10. Advance Notice of Stockholder Nominees for Director and
Other Stockholder Proposals.
(a) The matters to be considered and brought before any annual or
special meeting of stockholders of the Corporation shall be limited to only such
matters, including the nomination and election of directors, as shall be brought
properly before such meeting in compliance with the procedures set forth in this
Section 10.
(b) For any matter to be properly before any annual meeting of
stockholders, the matter must be (i) specified in the notice of annual meeting
given by or at the direction of the Board of Directors, (ii) otherwise brought
before the annual meeting by or at the direction of the Board of Directors or
(iii) brought before the annual meeting in the manner specified in this Section
10(b) by a stockholder of record or a stockholder (a "Nominee Holder") that
holds voting securities entitled to vote at meetings of stockholders through a
nominee or "street name" holder of record and can demonstrate to the Corporation
such indirect ownership and such Nominee Holder's entitlement to vote such
securities. In addition to any other requirements under applicable law and the
Certificate of Incorporation and By-Laws of the Corporation, persons nominated
by stockholders for election as directors of the Corporation and any other
proposals by stockholders shall be properly brought before the meeting only if
notice of any such matter to be presented by a stockholder at such meeting of
stockholders (the "Stockholder Notice") shall be delivered to the Secretary of
the Corporation at the principal executive office of the Corporation not less
than 60 nor more than 90 days prior to the first anniversary date of the annual
meeting for the preceding year; provided, however, if and only if the annual
meeting is not scheduled to be held within a period that commences 30 days
before such anniversary date and ends 30 days after such anniversary date (an
annual meeting date outside such period being referred to herein as an "Other
Annual Meeting Date"), such Stockholder Notice shall be given in the manner
provided herein by the later of the close of business on (i) the date 60 days
prior to such Other Meeting Date or (ii) the 10th day following the date such
Other Annual Meeting Date is first publicly announced or disclosed. Any
stockholder desiring to nominate any person or persons (as the case may be) for
election as a director or directors of the Corporation shall deliver, as part of
such Stockholder Notice: (i) a statement in writing setting forth (A) the name
of the person or persons to be nominated, (B) the number and class of all shares
of each class of stock of the Corporation owned of record and beneficially by
each such person, as reported to such stockholder by such nominee(s), (C) the
information regarding each such person required by paragraph (b) of Item 22 of
Rule 14a-101 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), adopted by the Securities and Exchange Commission (or the
corresponding provisions of any regulation or rule subsequently adopted by the
Securities and Exchange Commission applicable to the Corporation), (D) whether
such stockholder believes any nominee will be an "interested person" of the
Corporation (as defined in the Investment Company Act of 1940, as amended) and,
if not an "interested person", information regarding
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each nominee that will be sufficient for the Corporation to make such
determination, and (E) the number and class of all shares of each class of stock
of the Corporation owned of record and beneficially by such stockholder; (ii)
each such person's signed consent to serve as a director of the Corporation if
elected, such stockholder's name and address; and, (iii) in the case of a
Nominee Holder, evidence establishing such Nominee Holder's indirect ownership
of, and entitlement to vote, securities at the meeting of stockholders. Any
stockholder who gives a Stockholder Notice of any matter proposed to be brought
before the meeting (not involving nominees for director) shall deliver, as part
of such Stockholder Notice, the text of the proposal to be presented and a brief
written statement of the reasons why such stockholder favors the proposal and
setting forth such stockholder's name and address, the number and class of all
shares of each class of stock of the Corporation owned of record and
beneficially by such stockholder, if applicable, any material interest of such
stockholder in the matter proposed (other than as a stockholder) and, in the
case of a Nominee Holder, evidence establishing such Nominee Holder's indirect
ownership of, and entitlement to vote, securities at the meeting of
stockholders. As used herein, shares "beneficially owned" shall mean all shares
which such person is deemed to beneficially own pursuant to Rules 13d-3 and
13d-5 under the Exchange Act.
Notwithstanding anything in this Section 10(b) to the contrary, in the
event that the number of directors to be elected to the Board of Directors of
the Corporation is increased and either all of the nominees for director or the
size of the increased Board of Directors are not publicly announced or disclosed
by the Corporation at least 70 days prior to the first anniversary of the
preceding year's annual meeting, a Stockholder Notice shall also be considered
timely hereunder, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary of the
Corporation at the principal executive office of the Corporation not later than
the close of business on the 10th day following the first date all of such
nominees or the size of the increased Board of Directors shall have been
publicly announced or disclosed.
(c) Only such matters shall be properly brought before a special
meeting of stockholders as shall have been brought before the meeting pursuant
to the Corporation's notice of meeting. In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any stockholder may nominate a person or
persons (as the case may be), for election to such position(s) as specified in
the Corporation's notice of meeting, if the Stockholder Notice required by
Section 10(b) hereof shall be delivered to the Secretary of the Corporation at
the principal executive office of the Corporation not later than the close of
business on the 10th day following the day on which the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting is publicly announced or disclosed.
(d) For purposes of this Section 10, a matter shall be deemed to have
been "publicly announced or disclosed" if such matter is disclosed in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission.
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(e) In no event shall the adjournment of an annual meeting, or any
announcement thereof, commence a new period for the giving of notice as provided
in this Section 10. This Section 10 shall not apply to stockholder proposals
made pursuant to Rule 14a-8 under the Exchange Act.
(f) The person presiding at any meeting of stockholders, in addition to
making any other determinations that may be appropriate to the conduct of the
meeting, shall have the power and duty to determine whether notice of nominees
and other matters proposed to be brought before a meeting has been duly given in
the manner provided in this Section 10 and, if not so given, shall direct and
declare at the meeting that such nominees and other matters shall not be
considered.
