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1940 Act File No. 811-6038
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________
FORM N-2
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 6
THE EMERGING GERMANY FUND, INC.
(Exact Name of Registrant as Specified in Charter)
Four Embarcadero Center, San Francisco, California 94111-4189
(Address of Principal Executive Offices)
(415) 954-5400
(Registrant's Telephone Number, including Area Code)
Robert J. Goldstein
The Emerging Germany Fund, Inc.
Four Embarcadero Center
San Francisco, California 94111-4189
(Name and Address of Agent for Service)
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PART C
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
New Section 14 of Article II of the Registrant's Bylaws and restated
Section 2 of Article II of Registrant's Bylaws, each as adopted on April 6,
1998, by the Registrant's Board of Directors, are filed herewith as Exhibit 2.b.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this amendment to its registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of San Francisco and State of California, on the 17th day of April, 1998.
THE EMERGING GERMANY FUND, INC.
By /s/ ROBERT J. GOLDSTEIN
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Robert J. Goldstein
Secretary
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description Method of Filing
<S> <C> <C>
2.b. Sections 2 and 14 of Article II of Filed herewith
the Registrant's Bylaws
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Exhibit 2.b.
Section 2. Annual Meeting.
An annual meeting of the stockholders shall be held at such time and
date as shall be designated by the board of directors for the election of
directors and the transaction of such other business as may properly come before
the meeting. Any business of the Corporation may be transacted at the annual
meeting without being specifically designated in the notice except as otherwise
provided by statute, by the Articles of Incorporation or by these Bylaws.
Section 14. Advance Notice of Stockholder Nominees for Director and
Other Stockholder Proposals.
(a) The matters to be considered and brought before any annual or
special meeting of stockholders of the Corporation shall be limited to only such
matters, including the nomination and election of directors, as shall be brought
properly before such meeting in compliance with the procedures set forth in this
Section 14.
(b) For any matter to be properly before any annual meeting of
stockholders, the matter must be (i) specified in the notice of annual meeting
given by or at the direction of the Board of Directors, (ii) otherwise brought
before the annual meeting by or at the direction of the Board of Directors or
(iii) brought before the annual meeting in the manner specified in this Section
14(b) by a stockholder of record or a stockholder (a "Nominee Holder") that
holds voting securities entitled to vote at meetings of stockholders through a
nominee or "street name" holder of record and can demonstrate to the Corporation
such indirect ownership and such Nominee Holder's
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entitlement to vote such securities. In addition to any other requirements
under applicable law and the Articles of Incorporation and Bylaws of the
Corporation, persons nominated by stockholders for election as directors of
the Corporation and any other proposals by stockholders shall be properly
brought before the meeting only if notice of any such matter to be presented
by a stockholder at such meeting of stockholders (the "Stockholder Notice")
shall be delivered to the Secretary of the Corporation at the principal
executive office of the Corporation not less than 60 nor more than 90 days
prior to the first anniversary date of the annual meeting for the preceding
year; provided, however, if and only if the annual meeting is not scheduled
to be held within a period that commences 30 days before such anniversary
date and ends 30 days after such anniversary date (an annual meeting date
outside such period being referred to herein as an "Other Annual Meeting
Date"), such Stockholder Notice shall be given in the manner provided herein
by the later of the close of business on (i) the date 60 days prior to such
Other Annual Meeting Date or (ii) the 10th day following the date such Other
Annual Meeting Date is first publicly announced or disclosed; provided
further, however, that with respect to stockholder proposals to be brought
before the 1998 annual meeting, such Stockholder Notice shall be given no
later than 14 days before the date of the 1998 annual meeting. Any
stockholder desiring to nominate any person or persons (as the case may be)
for election as a director or directors of the Corporation shall deliver, as
part of such Stockholder Notice: (i) a statement in writing setting forth (A)
the name of the person or persons to be nominated, (B) the number and class
of all shares of each class of stock of the Corporation owned of record and
beneficially by each such person, as reported to such stockholder by such
nominee(s), (C) the information regarding each such person required by
paragraphs (a), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of
Item 22 of Rule
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14a-101 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), adopted by the Securities and Exchange Commission (or the corresponding
provisions of any regulation or rule subsequently adopted by the Securities and
Exchange Commission applicable to the Corporation), (D) whether such stockholder
believes any nominee will be an "interested person" of the Corporation (as
defined in the Investment Company Act of 1940, as amended) and, if not an
"interested person," information regarding each nominee that will be sufficient
for the Corporation to make such determination, and (E) the number and class of
all shares of each class of stock of the Corporation owned of record and
beneficially by such stockholder; (ii) each such person's signed consent to
serve as a director of the Corporation if elected; (iii) such stockholder's name
and address; and, (iv) in the case of a Nominee Holder, evidence establishing
such Nominee Holder's indirect ownership of, and entitlement to vote, securities
at the meeting of stockholders. Any stockholder who gives a Stockholder Notice
of any matter proposed to be brought before the meeting (not involving nominees
for director) shall deliver, as part of such Stockholder Notice, the text of the
proposal to be presented, a brief written statement of the reasons why such
stockholder favors the proposal, such stockholder's name and address, the number
and class of all shares of each class of stock of the Corporation owned of
record and beneficially by such stockholder, any material interest of such
stockholder in the matter proposed (other than as a stockholder) and, in the
case of a Nominee Holder, evidence establishing such Nominee Holder's indirect
ownership of, and entitlement to vote, securities at the meeting of
stockholders. As used herein, shares "beneficially owned" shall mean all shares
which such person is deemed to beneficially own pursuant to Rules 13d-3 and
13d-5 under the Exchange Act.
Notwithstanding anything in this Section 14(b) to the contrary, in the
event that the
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number of directors to be elected to the Board of Directors of
the Corporation at a meeting of stockholders is increased and either all of the
nominees for director or the size of the increased Board of Directors are not
publicly announced or disclosed by the Corporation at least 70 days prior to the
first anniversary of the preceding year's annual meeting, a Stockholder Notice
shall also be considered timely hereunder, but only with respect to nominees for
any new positions created by such increase, if it shall be delivered to the
Secretary of the Corporation at the principal executive office of the
Corporation not later than the close of business on the 10th day following the
first date all of such nominees or the size of the increased Board of Directors
shall have been publicly announced or disclosed.
(c) Only such matters shall be properly brought before a special
meeting of stockholders as shall have been brought before the meeting pursuant
to the Corporation's notice of meeting. In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any stockholder may nominate a person or
persons (as the case may be), for election to such position(s) as specified in
the Corporation's notice of meeting, if the Stockholder Notice required by
Section 14(b) hereof shall be delivered to the Secretary of the Corporation at
the principal executive office of the Corporation not later than the close of
business on the 10th day following the day on which the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected as
such meeting is publicly announced or disclosed.
(d) For purposes of this Section 14, a matter shall be deemed to have
been "publicly announced or disclosed" if such matter is disclosed in a press
release reported by the Dow Jones
4 News Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission.
(e)In no event shall the adjournment of an annual meeting, or any
announcement thereof, commence a new period for the giving of notice as provided
in this Section 14. This Section 14 shall not apply to stockholder proposals
made pursuant to Rule 14a-8 under the Exchange Act.
(f) The person presiding at any meeting of stockholders, in addition to
making any other determinations that may be appropriate to the conduct of the
meeting, shall have the power and duty to determine whether notice of nominees
and other matters proposed to be brought before a meeting has been duly given in
the manner provided in this Section 14 and, if not so given, shall direct and
declare at the meeting that such nominees and other matters shall not be
considered.
