UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 15)
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
December 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 / / .
PAGE
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 629865 205
- ------------------------------------------------------------------
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Ming Kown Koo
Lully Corporation, Ltd.
- ------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) / /
(b) /X/
- ------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------
SOURCE OF FUNDS
4
- ------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
/ /
- ------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canadian (Koo); Republic of Liberia (Lully)
- ------------------------------------------------------------------
SOLE VOTING POWER
7
2,553,656
NUMBER OF
- -----------------------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
EACH
- -----------------------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
PERSON 9
WITH 2,553,656
- -----------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,553,656
- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
32.6%
- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN (Koo); CO (Lully)
- ------------------------------------------------------------------
PAGE
<PAGE> 3
CUSIP NO. 629865 205
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"), in liquidation. By virtue of his majority interest in
and positions with Lully, Mr. Koo may have been deemed to be the beneficial
owner of the shares of the Company heretofore owned by Lully. Lully is in the
process of dissolving and liquidating (the "Liquidation"). As a result of the
Liquidation, the shares of the Company beneficially owned by Lully are being
transferred to Lully's shareholders, including Mr. Koo, pro rata in accordance
with their respective share ownership in Lully. Accordingly, following such
transfer, Lully's record and beneficial ownership of shares of the Company has
ceased and Mr. Koo's beneficial ownership of shares of the Company theretofore
owned by Lully has decreased to the extent that such shares of the Company
have been transferred to the other shareholders of Lully.
The filing of this schedule on behalf of Mr. Koo and Lully shall not be
construed as an admission that Mr. Koo or Lully were 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 previously reported the
beneficial ownership of the Common Shares of the Company owned by them
together because of Mr. Koo's percentage ownership of Lully and his positions
with Lully. Hereafter, beneficial ownership of the Common Shares will be
reported by Mr. Koo alone because, as a result of the Liquidation, Lully no
longer owns of record or beneficially any Common Shares of the Company.
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 Mr. Koo nor Lully 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.
PAGE
<PAGE> 4
CUSIP NO. 629865 205
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transaction was to dissolve and liquidate Lully and
distribute its assets, including the Common Shares of the Company owned by
Lully, pro rata to Lully's shareholders. Mr. Koo has no plans or proposals
that relate or would result in the matters identified in Items 4(a) through
(i) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) At December 20, 1996 and as a result of the Liquidation, Mr. Koo
beneficially owned 2,553,656 Common Shares or 32.6% of the Common Shares
outstanding. The amount of Common Shares includes 26,667 shares that Mr. Koo
may acquire upon exercise of stock options exercisable within 60 days of
December 20, 1996 and the percentage ownership was calculated in accordance
with Rule 13d(1)(i) under the Securities Exchange Act of 1934. The amount of
Common Shares and percentage ownership excludes 200,000 Common Shares
registered to Mars Yue Kung Koo, Mr. Koo's son, as to which Mr. Koo disclaims
beneficial ownership.
As of December 20, 1996 and as a result of the Liquidation, Lully no
longer had any beneficial ownership of Common Shares.
(b) Mr. Koo has exclusive investment voting and investment power over the
Common Shares referred to in paragraph (a) as beneficially owned by him.
(c) Neither Mr. Koo nor Lully have engaged in any transactions with
respect to the Common Shares during the 60 days preceding the filing of this
Amendment No. 15 to Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT
TO SECURITIES OF THE ISSUER.
As previously reported, Lully had pledged Common Shares to Paine Weber
Incorporated to secure a margin loan. As part of the Liquidation, Mr. Koo
agreed to assume the obligations of Lully, including the obligations under the
margin loan.
PAGE
<PAGE> 5
CUSIP NO. 629865 205
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None applicable.
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.
December 30, 1996
/s/ MING KOWN KOO
------------------------------------
Ming Kown Koo
LULLY CORPORATION LIMITED
By: /s/ MING KOWN K00
-----------------------------------
M. K Koo
Chairman of the Board, President and Chief Executive Officer
