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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. ____)
GERMANY FUND INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
374143105
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(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)
July 12, 1999
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(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 |X|
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
<TABLE>
<CAPTION>
CUSIP NO. 374143105 PAGE 2 OF 8 PAGES
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<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mira, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES 993,834
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 993,834
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
993,834
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*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.
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 374143105 PAGE 3 OF 8 PAGES
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<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zurich Capital Markets Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable - indirect beneficial ownership
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES 993,834
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 993,834
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
993,834
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
*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.
<PAGE>
SCHEDULE 13D (CONTINUED) PAGE 4 OF 8 PAGES
Item 1. Security and Issuer.
This statement on Schedule 13D (this "Statement") relates to the Common
Stock (the "Common Stock") of Germany Fund Inc. (the "Company"). The principal
executive offices of the Company are located at 31 West 52nd Street, New York,
New York 10019.
Item 2. Identity and Background.
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, 42nd 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
Mira paid a total of approximately $14.2 million to purchase the
993,834 shares of Common Stock. Mira borrowed approximately $2.7 million of this
amount from the Bank of New York, and the funds borrowed from the Bank of New
York accrue interest at the federal funds rate plus 25 basis points and are
payable on demand. The balance of the funds used to purchase the shares of
Common Stock were derived from Mira's working capital.
Item 4. Purpose of Transaction.
Except as described in this Item 4, 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 and/or 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 additional Common Stock of the
Company, an extraordinary corporate transaction involving the Company,
including but not limited to the open-ending, liquidation, conduct of a
tender offer or other steps designed to reduce the difference between the
market value of the Company's common stock and the Company's net asset value,
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.
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SCHEDULE 13D (CONTINUED) PAGE 5 OF 8 PAGES
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.
(a) This Statement on Schedule 13D is being filed to correct certain
information regarding beneficial ownership of the Common Stock included in the
Schedule 13G and subsequent amendments thereto previously filed by Mira with
respect to the Company, and to report the beneficial ownership of ZCMI in the
Company. Mira beneficially owns an aggregate of 993,834 shares of Common Stock,
constituting 7.1% of the shares of Common Stock outstanding. ZCMI, as the
general partner of Mira, may be deemed to beneficially own an aggregate of
993,834 shares of Common Stock, constituting 7.1% of the shares of Common Stock
outstanding.
(b) The power to vote and dispose of the 993,834 shares of Common Stock
held directly by Mira is shared by Mira and ZCMI, as the general partner of
Mira.
(c) There have been no transactions of shares of Common Stock effected
within the past 60 days by Mira or ZCMI.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as otherwise expressly disclosed herein, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 hereof or between such persons and any other person with
respect to the Common Stock. The filing of this Schedule shall not be construed
as an admission that a Reporting Person or any other person is a beneficial
owner of any shares of Common Stock for any purpose, including for purposes of
Sections 13, 14 or 16 of the Securities Exchange Act of 1934, as amended.
Item 7. Material to Be Filed as Exhibits
Exhibit A is the Joint Filing Agreement between Mira, L.P. and Zurich
Capital Markets Inc., dated December 1, 1999.
Exhibit B is the Security Agreement executed by Zurich Capital Markets
Inc. in favor of The Bank of New York (incorporated by reference from Exhibit B
to the Schedule 13D of Mira and ZCMI dated December 7, 1999 with respect to The
First Australia Fund, Inc.).
Exhibit C is the Securities Clearing Agreement dated as of February 24,
1999 by and between Zurich Capital Markets Inc. and The Bank of New York
(incorporated by reference from Exhibit C to the Schedule 13D of Mira and ZCMI
dated December 7, 1999 with respect to The First Australia Fund, Inc.).
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SCHEDULE 13D (CONTINUED) PAGE 6 OF 8 PAGES
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 7, 1999
MIRA, L.P.
By: Zurich Capital Markets Inc.
Its: General Partner
By: /s/ RANDALL K.C. KAU
--------------------------------
Name: Randall K.C. Kau
Title: President
ZURICH CAPITAL MARKETS INC.
By: /s/ RANDALL K.C. KAU
--------------------------------
Name: Randall K.C. Kau
Title: President
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SCHEDULE 13D (CONTINUED) PAGE 7 OF 8 PAGES
EXHIBIT INDEX
Exhibit A Joint Filing Agreement between Mira, L.P. and Zurich
Capital Markets Inc., dated
December 1, 1999.
Exhibit B Security Agreement executed by Zurich Capital
Markets Inc. in favor of The Bank of New York
(incorporated by reference from Exhibit B to the
Schedule 13D of Mira and ZCMI dated December 7, 1999
with respect to The First Australia Fund, Inc.).
Exhibit C Securities Clearing Agreement dated as of February
24, 1999 by and between Zurich Capital Markets Inc.
and The Bank of New York (incorporated by reference
from Exhibit C to the Schedule 13D of Mira and ZCMI
dated December 7, 1999 with respect to The First
Australia Fund, Inc.).
<PAGE>
SCHEDULE 13D (CONTINUED) PAGE 8 OF 8 PAGES
<TABLE>
<CAPTION>
SCHEDULE A
NAME AND OFFICE HELD BUSINESS ADDRESS CITIZENSHIP
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<S> <C> <C>
Randall K.C. Kau One Chase Manhattan Plaza United States
Director and President of ZCMI 42nd Floor
New York, New York 10005
Stephen J. Lerner One Chase Manhattan Plaza United States
Director and Senior Vice President of ZCMI 42nd Floor
New York, New York 10005
Scott A. Smith One Chase Manhattan Plaza United States
Director and Managing Director of ZCMI 42nd Floor
New York, New York 10005
Nick Corcoran One Chase Manhattan Plaza Ireland
Chief Financial Officer of ZCMI 42nd Floor
New York, New York 10005
</TABLE>
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EXHIBIT A
JOINT FILING AGREEMENT BETWEEN MIRA, L.P. AND ZURICH CAPITAL MARKETS INC.
WHEREAS, in accordance with Rule 13d-1(k) under the Securities
and Exchange Act of 1934 (the "Act"), only one joint Statement and any
amendments thereto need be filed whenever one or more persons are required to
file such a Statement or any amendments thereto pursuant to Section 13(d) of the
Act with respect to the same securities, provided that said persons agree in
writing that such Statement or any amendments thereto is filed on behalf of each
of them;
NOW, THEREFORE, the parties hereto agree as follows:
Mira, L.P. and Zurich Capital Markets Inc. do hereby agree,
in accordance with Rule 13d-1(k) under the Act, to file a Schedule 13D and
all amendments thereto relating to their ownership of Common Stock of Germany
Fund, Inc., and do hereby further agree that said Schedule 13D and all
amendments thereto shall be filed on behalf of each of them.
Dated: December 1, 1999
ZURICH CAPITAL MARKETS INC.
By: /s/ TERENCE S. LEIGHTON
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Name: Terence S. Leighton
Title:
MIRA, L.P.
By: /s/ TERENCE S. LEIGHTON
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Name: Terence S. Leighton
Title: Vice President
