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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NAM TAI ELECTRONICS, INC
(Name of Issuer)
Common Shares, $0.01 par value
(Title of Class of Securities)
629865 205
(CUSIP Number)
Joseph Li Shi Yuen
Chui Kam Wai
c/o J.I.C. Group
Room 811, Tower B, Hunghom Commercial Centre
37 Ma Tau Wai Road
Hunghom, Kowloon, Hong Kong
(852) 2334-8827
Fax: (852) 2764 1884
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 27, 2000
(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 [ ].
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SCHEDULE 13D
CUSIP NO. 250639 10 1 PAGE 2 OF PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.I.C. HOLDINGS (B.V.I) LIMITED
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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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
British Virgin Islands
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7 SOLE VOTING POWER
1,161,087
NUMBER OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,161,087
PERSON --------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,161,087
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.44%
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14 TYPE OF REPORTING PERSON
CO
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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. The
principal executive offices of the Company are: Unit 9,15/F. Tower 1 China Hong
Kong City, 33 Canton Road, Kowloon, Hong Kong.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) J.I.C. Holdings (B.V.I) Limited is an International Business Company
organized under the laws of the British Virgin Islands ("JIC"). JIC is a holding
company, wholly owned in equal shares by Messrs. Joseph Li Shi Yuen and Chui Kam
Wai, who are its directors. JIC's principal business is to hold the shares of
the Company which are the subject of this report (the "Shares"). JIC's principal
office and the address of its principal business is c/o J.I.C. Group, Room 811,
Tower B, Hunghom Commercial Centre, 37 Ma Tau Wai Road, Hunghom, Kowloon, Hong
Kong.
(d) JIC has not (nor has either of Messrs. Yuen or Wai) during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) JIC has not (nor has either of Messrs. Yuen or Wai), during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding it or he was or 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.
(f) JIC is an International Business Company organized under the laws of the
British Virgin Islands Messrs. Yuen and Wai are each a citizen of Hong Kong.
ITEM 3. SOURCE AND THE AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of the consideration used to acquire the Shares was the
outstanding capital stock of the JIC Group of companies which JIC transferred to
the Company in connection with the acquisition of the JIC Group of companies by
the Company.
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the acquisition of the shares was to receive the
consideration for the transfer to the Company of the outstanding capital stock
of the JIC Group of companies which JIC transferred to the Company in connection
with the acquisition of the JIC Group of companies by the Company.
JIC has no plan (nor does either of Messrs. Yuen or Wai have a plan),
which relates to or would result in:
(a) The acquisition of additional securities of the Company, or the
disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries
(other than the transaction in which JIC received the Shares);
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
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(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the United States
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) The following table presents information with respect to the aggregate
number and percentage of class of Common Shares owned by JIC (and Messrs. Yuen
or Wai) at October 27, 2000:
<TABLE>
<CAPTION>
AGGREGATE
NUMBER OF
COMMON SHARES SOLE SHARED SOLE SHARED
BENEFICIALLY PERCENT OF POWER POWER POWER POWER
OWNED CLASS(1) TO VOTE TO VOTE TO DISPOSE TO DISPOSE
------------- ---------- --------- ------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
JIC 1,161,087 11.44% 1,161,087 0 1,161,087 0
</TABLE>
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(c) JIC has not (nor has either of Messrs. Yuen or Wai) engaged in any
transactions in the Common Shares of the Company during the past sixty days
(other than the transaction in which JIC received the Shares).
(d) No other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the Shares.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Incorporated by reference to the Agreement relating to the sale and
purchase of the entire issued share capital of the J.I.C. Group dated as of
September 26, 2000 by and among J.I.C. Holdings (B.V.I) Limited, Joseph Li Shi
Yuen, Chui Kam Wai and Nam Tai Electronics, Inc. included herewith as Exhibit A.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
A Agreement relating to the sale and purchase of the entire issued
share capital of the J.I.C. Group dated as of September 26, 2000
by and among J.I.C. Holdings (B.V.I) Limited, Joseph Li Shi
Yuen, Chui Kam Wai and Nam Tai Electronics, Inc.
</TABLE>
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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.
Date: November 4, 2000 J.I.C. HOLDINGS (B.V.I) LIMITED
By: /s/ Joseph Li Shi Yuen
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Joseph Li Shi Yuen
Its
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By: /s/ Chui Kam Wai
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Chui Kam Wai
Its
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