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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. 14)
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
September 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
CUSIP NO. 629865 205 PAGE 2 OF 6 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
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
941,071
NUMBER OF ------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 2,365,290
EACH ------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
PERSON 9
WITH 941,071
------------------------------------------------
SHARED DISPOSITIVE POWER
10
2,365,290
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,306,361
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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
40.8%
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14 TYPE OF REPORTING PERSON
IN (Koo); CO (Lully)
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CUSIP NO. 629865 205 Page 3 of 6 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.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
Reference is made to Amendment No. 9 of the Schedule 13D filed
with the Securities and Exchange Commission by the Reporting Persons on October
6, 1994 ("Amendment 9"), specifically the disclosure concerning the Wardley Note
in items 3 and 6 of Amendment No. 9. Except as otherwise defined herein,
capitalized terms used herein shall have the meanings as set forth in Amendment
No. 9. On September 20, 1996, Wardley converted the Wardley Note, as amended,
into 225,000 Common Shares of the Company.
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CUSIP NO. 629865 205 Page 4 of 6 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 September 20, 1996 (after giving effect to the
conversion of the Wardley Note).
% of Outstanding
No. of Common Shares Common Shares*
-------------------- ----------------
Mr. Koo............. 941,071 11.6%
Lully............... 2,365,290 29.2%
--------- ----
Total............... 3,306,361 40.8%
========= ====
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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) Lully has not engaged in any transactions with respect to the
Common Shares since the filing of Amendment No. 13 to Schedule 13D by Lully and
Mr. Koo. Except for the transfer of 225,000 Common Shares to Wardley upon
Wardley's conversion of the Wardley Note, Mr. Koo has not engaged in any
transactions with respect to the Common Shares since the filing of Amendment No.
13 to Schedule 13D by Lully and Mr. Koo.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to the Wardley Note as amended, Wardley acquired 225,000
Common Shares of the Company upon its conversion of the Wardley Note. The
conversion of the Wardley Note also discharged Mr. Koo's obligations to pay the
principal under the Wardley Note and will result in the release of the Common
Shares Mr. Koo pledged to secure repayment of the Wardley Note.
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CUSIP NO. 629865 205 Page 5 of 6 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Reference is made to Exhibits (1), (2) and (3) of Amendment No.
9, previously filed. In addition thereto, filed herewith is:
Exhibit 1.1 Letter dated August 6, 1996 from Wardley to Mr. Koo
pursuant to which Wardley and Mr. Koo agree to certain
modifications of the Note.
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.
September 26, 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
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[Wardley Canada Investment Fund Ltd. letterhead]
August 6, 1996
Mr. M. K Koo
c/o Nam Tai Electronics, Inc.
Suite 530, 999 West Hastings Street
Vancouver, B.C.
V6C 2W2
Dear Mr. Koo,
Re: Modification of Secured Convertible Note Agreement
The following modification to the Secured Convertible Note Agreement dated
September 21, 1994 is hereby agreed to by the two parties involved:
1. The Conversion Price shall be modified in Section 5 of the Agreement to
state: "The price at which each Share shall be issued upon conversion shall
be US$10.00, subject to adjustment as hereafter described (the "Conversion
Price").
2. The Early Redemption feature contained in Section 9(a) of the Agreement
shall be adjusted to state: "...and the average trading price of the Shares
on NASDAQ for five consecutive days preceding that particular time was an
amount not less than 103.75% (US$10.375) of the Conversion Price..."
If the foregoing correctly reflects the modification of the Agreement, please
indicate by signing where indicated below.
Yours very truly,
/s/ David F. Mullen
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David F. Mullen
Vice-President and Secretary
Wardley Canada Investment Fund Ltd.
DFM/seam
The foregoing is accepted this 12 day of August, 1996
signed: /s/ Ming Kown Koo
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EXHIBIT 1.1
