<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 12)
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
August 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 / / .
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SCHEDULE 13D
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CUSIP NO. 629865 205 PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Ming Kown Koo
Lully Corporation, Ltd.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) / /
(b) /X/
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3 SEC USE ONLY
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SOURCE OF FUNDS
4
OO;PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canadian (Koo); Republic of Liberia (Lully)
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SOLE VOTING POWER
7
1,069,071
---------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 2,365,290
OWNED BY ---------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 1,069,071
WITH ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,365,290
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,434,361
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
42.4%
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14 TYPE OF REPORTING PERSON
IN (Koo); CO (Lully)
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CUSIP NO. 629865 205 Page 3 of 5 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.
Lully borrowed $1,244,997.50 from Paine Webber Incorporated ("Paine
Webber") pursuant to a margin loan to purchase the 128,000 Common Shares which
are reflected in Item 5(c) as having been purchased by it through Paine Webber.
Mr. Koo borrowed $87,812.50 from McDermid St. Lawrence Securities Ltd
("McDermid") to purchase the 30,000 Common Shares which are reflected in Item
5(c) as having been purchased by him through McDermid. The balance of the funds
to purchase the 30,000 Common Shares which are reflected in Item 5(c) as having
been purchased through McDemid by Mr. Koo were provided from Mr. Koo's personal
funds.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transaction is investment. Lully and Mr. Koo each
desires to increase its and his shareholdings in the Company, believing the
Company's shares are presently undervalued. Either or both may acquire
additional shares in the open market, depending on the prevailing market price
of the securities.
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CUSIP NO. 629865 205 Page 4 of 5 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The following table sets forth information concerning the aggregate
number and percentage of the class of securities of the Company owned by Mr. Koo
and Lully at August 29, 1996.
<TABLE>
<CAPTION>
% of Outstanding
No. of Common Shares Common Shares*
-------------------- ----------------
<S> <C> <C>
Mr. Koo.................. 1,069,071 13.2%
Lully.................... 2,365,290 29.2%
--------- -----
Total.................... 3,434,361 42.4%
========= =====
</TABLE>
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* Calculated in accordance with Rule 13d(1)(i) under the Securities Exchange Act
of 1934.
(b) Mr. Koo has exclusive investment voting and investment power over
Common Shares that he owns individually.
Mr. Koo shares voting and investment power with two other members of
the Board of Directors of Lully over the Common Shares that Lully owns.
(c) The following table sets forth details of the open-market purchases
of the Company's Common Shares made by Lully and Mr. Koo during the past 60
days:
<TABLE>
<CAPTION>
Number Purchase Total
Trade of shares Price per Purchase
Date purchased (#) Share ($) Price($)
----- ------------- --------- --------
<S> <C> <C> <C> <C>
Through Paine Webber by Lully:
Aug. 13, 1996 5,000 9 1/8 $ 45,629.50
Aug. 13, 1996 5,000 9 1/4 46,250.00
Aug. 15, 1996 3,000 9 1/8 27,379.50
Aug. 16, 1996 8,000 9 5/8 77,000.00
Aug. 16, 1996 2,000 9 1/2 19,004.50
Aug. 16, 1996 11,000 9 5/8 105,875.00
Aug. 19, 1996 10,000 9 3/4 97,504.50
Aug. 19, 1996 2,000 9 1/2 19,000.00
Aug. 20, 1996 30,000 9 7/8 297,754.50
Aug. 20, 1996 52,000 9 3/4 509,600.00
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Subtotal 128,000 1,244,997.50
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Through McDermid by Mr. Koo:
Aug. 26, 1996 2,500 9 3/8 23,437.50
Aug. 26, 1996 2,500 9 1/2 23,750.00
Aug. 27, 1996 25,000 9 5/8 240,625.00
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Subtotal 30,000 287,812.50
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TOTAL 158,000 $1,532,810.00
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</TABLE>
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CUSIP NO. 629865 205 Page 5 of 5 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None except for the documents previously reported.
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.
August 29, 1996 /s/ MING KOWN KOO
---------------------------------------
Ming Kown Koo
LULLY CORPORATION LIMITED
By: /s/ M.K. KOO
------------------------------------
M.K. Koo
Chairman of the Board, President
and Chief Executive Officer
