MEXICO EQUITY & INCOME FUND INC
SC 13D, 1997-02-26
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D



                    Under the Securities Exchange Act of 1934
                                (Amendment No. )*


                     The Mexico Equity and Income Fund, Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                   392834105
                                 (CUSIP Number)

                                  William Marle
              c/o City of London Investment Management Company Ltd
                  10 Eastcheap, London EC3M 1AJ, United Kingdom
                                +44 171 711 0771
           (Name, Address and Telephone Number of Person Authorised to
                      Receive Notices and Communications)

                               10th October, 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 this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less or such class.)
(See Rule 13d-7).

NOTE Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 the
disclosures provided in prior cover page.

The information required in 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).

SEC 1745 (10-88)

                                                                     Page 1 of 6
<PAGE>   2
                                  SCHEDULE 13D
CUSIP NO.         392834105

- --------------------------------------------------------------------------------
1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         THE MP EMERGING MARKETS COUNTRY FUND, a business trust organised 
         under the laws of the State of Delaware

- --------------------------------------------------------------------------------
2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a) / /.
                                                            (b) / /.

- --------------------------------------------------------------------------------
3.       SEC USE ONLY


- --------------------------------------------------------------------------------
4.       SOURCE OF FUNDS*
         OO

- --------------------------------------------------------------------------------
5.       CHECK BOX IF DICLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(d) OR 2(e) / /

- --------------------------------------------------------------------------------
6.       CITIZENSHIP OR PLACE OF ORGANIZATION

         DELAWARE, USA

- --------------------------------------------------------------------------------

                                7.       SOLE VOTING POWER
                                         653,400
          NUMBER OF             ------------------------------------------------
            SHARES              8.       SHARED VOTING POWER
         BENEFICIALLY                    0
           OWNED BY             ------------------------------------------------
             EACH               9.       SOLE DISPOSITIVE POWER
          REPORTING                      653,400
            PERSON              ------------------------------------------------
             WITH               10.      SHARED DISPOSITIVE POWER
                                         0

- --------------------------------------------------------------------------------
11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         653,400

- --------------------------------------------------------------------------------
12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
         / /.

- --------------------------------------------------------------------------------
13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
         5.5%

- --------------------------------------------------------------------------------
14.      TYPE OF REPORTING PERSON*
         IC

- --------------------------------------------------------------------------------
                      *SEE INSTRUCTION BEFORE FILLING OUT!

                                                                     Page 2 of 6
<PAGE>   3
                            STATEMENT ON SCHEDULE 13D


ITEM 1                     SECURITY AND ISSUER

Item 1(a).                 Name of Issuer:

                           The Mexico Equity and Income Fund, Inc.

Item 1(b).                 Address of Issuer's Principal Executive Offices:

                           World Financial Center,
                           200 Liberty Street,
                           New York,
                           New York, 10281

Item 1(c)                  Class of Securities

                           Common Stock

ITEM 2                     IDENTITY AND BACKGROUND

Item 2(a).                 Names of Person Filing:

                           The MP Emerging Markets Country Fund

Item 2(b).                 Address of Principal Business Office

                           10 Eastcheap
                           London EC3M IAJ
                           England

Item 2(c).                 Principle occupation or employment

                           Investment Fund

Item 2(d).                 Details of criminal convictions within past five 
                           years

                           None

Item 2(e).                 Details of civil proceedings within past five years 
                           where judgement was against Person filing

                           None

Item 2(f).                 Citizenship:

                           Delaware, USA


                                                                     Page 3 of 6
<PAGE>   4
ITEM 3                     SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

                           Invested Capital


ITEM 4                     PURPOSE OF TRANSACTION

                           Investment

Item 4(a)                  Plans/Proposals to acquire additional securities/
                           disposal of securities

                           None

Item 4(b)                  Planned/Proposed extraordinary corporate transaction
                           involving issuer or its subsidiaries.

                           None

Item 4(c)                  Planned/Proposed material sale/transfer of assets of
                           issuer or its subsidiaries.

                           None

Item 4(d)                  Planned/Proposed change to the Board or Management of
                           the issuer 

                           None

Item 4(e)                  Planned/Proposed material change to the 
                           capitalisation/dividend policy of the issuer

                           None

Item 4(f)                  Planned/Proposed material change to the issuer's 
                           business or corporate structure

                           None

Item 4(g)                  Planned/Proposed changes in the issuer's charter, 
                           bylaws, or instruments that may impede the
                           acquisition of control of the issuer by any person

                           None

Item 4(h)                  Plans/Proposals to cause a class of security of the 
                           issuer to be delisted

                           None

Item 4(i)                  Plans/Proposals to cause a class of equity to become
                           eligible for termination of registration pursuant to
                           Section 12(g)(4).

                           None

Item 4(j)                  Plans/Proposals similar to any of the above.

                                                                     Page 4 of 6
<PAGE>   5
                           None


ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER

         (a)      (i)      Aggregate number of securities beneficially Owned: 
                           653,400

                  (ii)     Percentage of Class: 7.84

         (b) Number of shares as to which such person has:

                  (i)      sole power to vote or to direct the vote: 653,400

                  (ii)     shared power to vote or to direct the vote: 0

                  (iii)    sole power to dispose or to direct the disposition
                           of: 653,400

                  (iv)     shared power to dispose or to direct the disposition
                           of: 0

                  (v)      information required in Item 2 for persons where
                           power is shared: N/A

         (c) Describe any transactions in the class of securities reported that
         were effected during the past sixty days or since the most recent
         filing on Schedule 13D (Section 240.13d-191), whichever is less by the
         persons named in paragraph (a).

                  who effected transaction: The Emerging Market Country Fund

<TABLE>
<CAPTION>
               TRANSACTION            NO. OF       PRICE PER       TRANSACTION TYPE        WHERE AND HOW TRANSACTED
                  DATE               SECURITIES    SECURITY
                <S>                  <C>            <C>       <C>                             <C>
                1 Nov 96             352,200         9.5000   In Specie Contribution          Off Market Purchase
                1 Nov 96              15,000         9.7500             Buy                    Market Purchase
                4 Nov 96              23,700         9.8750             Buy                    Market Purchase
                5 Nov 96              12,700        10.0000             Buy                    Market Purchase
                6 Nov 96              35,000        10.1250             Buy                    Market Purchase
                7 Nov 96              20,900        10.1250             Buy                    Market Purchase
                8 Nov 96              27,100        10.2173             Buy                    Market Purchase
               11 Nov 96              17,700        10.3529             Buy                    Market Purchase
               12 Nov 96              16,900        10.3750             Buy                    Market Purchase
               13 Nov 96               8,800        10.3750             Buy                    Market Purchase
               14 Nov 96               8,100        10.3750             Buy                    Market Purchase
               15 Nov 96               5,600        10.3750             Buy                    Market Purchase
               18 Nov 96               6,700        10.2500             Buy                    Market Purchase
               19 Nov 96               9,200        10.2500             Buy                    Market Purchase
               21 Nov 96               5,900        10.2500             Buy                    Market Purchase
                4 Dec 96               6,800        10.3750             Buy                    Market Purchase
                9 Dec 96               5,600        10.1250             Buy                    Market Purchase
               10 Dec 96              50,000        10.2500             Buy                    Market Purchase
               12 Dec 96              25,500        10.1250             Buy                    Market Purchase
</TABLE>


         (d) Third party rights regarding dividends.
                  None

                                                                     Page 5 of 6
<PAGE>   6
         (e) Date ceased to be beneficial owner of more than five percent.
                  Not Applicable

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER

         None

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

         None



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.


Dated: 14th February, 1997                 /s/ D.A. Fowle
                                           ---------------------------
                                           Name: D.A. Fowle
                                           Title: Director



                                                                     Page 6 of 6



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