<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
NEW GERMANY FUND, INC..
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
644465106
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(CUSIP Number)
Terence S. Leighton, Esq.
One Chase Manhattan Plaza, 44th Floor
New York, New York 10005
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 29, 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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CUSIP No. 644465106 SCHEDULE 13D Page 2 of 8 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Mira, L.P.
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
Not applicable
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(5) Check 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
Delaware
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Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
4,979,708
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(9) Sole Dispositive Power
0
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(10) Shared Dispositive Power
4,979,708
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,979,708
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
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(13) Percent of Class Represented by Amount in Row (11)
17.9%
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(14) Type of Reporting Person*
PN
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*SEE INSTRUCTION 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>
CUSIP No. 644465106 13D Page 3 of 8 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Zurich Capital Markets Inc.
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
Not applicable - indirect beneficial ownership
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(5) Check 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
Delaware
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Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
4,979,708
--------------------------------------------------
(9) Sole Dispositive Power
0
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(10) Shared Dispositive Power
4,979,708
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,979,708
-------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
17.9%
-------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION 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
Mira, L.P. and Zurich Capital Markets Inc. hereby amend and supplement their
statement on Schedule 13D filed on December 7, 1999 relating to shares of the
Common Stock, par value $.01 per share, of New Germany Fund, Inc. as set forth
below.
Item 1. Security and Issuer.
This statement on Schedule 13D (this "Statement") relates to the Common
Stock (the "Common Stock") of New 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.
Item 2 is hereby amended and restated in its entirety as follows:
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, 44th 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
Item 3 is hereby amended and restated in its entirety as follows:
In November 1999, the Company paid a dividend of $1.07 per share on its
outstanding common stock, which Mira elected to receive as an in-kind dividend.
On November 29, 1999, the Company issued 430,308 shares of Common Stock to Mira,
valued at $11 5/16 per share, in satisfaction of this dividend.
Item 4. Purpose of Transaction.
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, 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
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SCHEDULE 13D (CONTINUED) PAGE 5 OF 8 PAGES
result in any of the following: the acquisition by persons of additional Common
Stock of the Company, an extraordinary corporate transaction involving the
Company, 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.
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.
Item 5 is hereby amended and restated in its entirety as follows:
(a) Mira beneficially owns an aggregate of 4,979,708 shares of Common
Stock, constituting 17.9% of the shares of Common Stock outstanding. ZCMI, as
the general partner of Mira, may be deemed to beneficially own an aggregate of
4,979,708 shares of Common Stock, constituting 17.9% of the shares of Common
Stock outstanding.
(b) The power to vote and dispose of the 4,979,708 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
Item 7 is hereby amended and restated in its entirety as follows:
Exhibit A is the Joint Filing Agreement between Mira, L.P. and Zurich
Capital Markets Inc., dated December 1, 1999.
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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: July 7, 2000
MIRA, L.P.
By: Zurich Capital Markets Inc.
Its: General Partner
By: /s/ Randall K.C. Kau
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Name: Randall K.C. Kau
Title: President
ZURICH CAPITAL MARKETS INC.
By: /s/ Randall K.C. Kau
---------------------------------
Name: Randall K.C. Kau
Title: President
<PAGE>
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.
<PAGE>
SCHEDULE 13D (CONTINUED) PAGE 8 OF 8 PAGES
SCHEDULE A
<TABLE>
<CAPTION>
NAME AND OFFICE HELD BUSINESS ADDRESS CITIZENSHIP
-------------------- ---------------- -----------
<S> <C> <C>
Randall K.C. Kau One Chase Manhattan Plaza United States
Director and President of ZCMI 44th Floor
New York, New York 10005
Stephen J. Lerner One Chase Manhattan Plaza United States
Director and Senior Vice President of ZCMI 44th Floor
New York, New York 10005
Nick Corcoran One Chase Manhattan Plaza Ireland
Director and Chief Financial Officer of ZCMI 44th Floor
New York, New York 10005
</TABLE>
<PAGE>
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 The New 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
