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OMB APPROVAL
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OMB Number: 3235-0145
Expires: August 31, 1999
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 ) *
------
World Equity Benchmark Shares - Mexico
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
92923H863
--------------------------------------------
(CUSIP Number)
7/31/99
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 a 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
Page 1 of 6 pages
<PAGE>
CUSIP No. 92923H863
- --------------------------------------------------------------------------------
1. Names of Reporting Persons. Newgate, LLP, George Foot
and Sonia Rosenbaum
I.R.S. Identification Nos.
of above persons (entities only). 04-2941344
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Citizenship or Place of Organization Massachusetts, USA, USA
- --------------------------------------------------------------------------------
5. Sole Voting Power 189,750
------------------------------------------------------------
Number of
Shares Bene- 6. Shared Voting Power 0
ficially owned ------------------------------------------------------------
by Each
Reporting 7. Sole Dispositive Power 189,750
Person With: ------------------------------------------------------------
8. Shared Dispositive Power 0
- --------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
189,750
- --------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
- --------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
11.86
- --------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
IA, HC, HC
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Page 2 of 6 pages
<PAGE>
INSTRUCTIONS FOR SCHEDULE 13G
INSTRUCTIONS FOR COVER PAGE
(1) Names and Social Security Numbers of Reporting Persons- Furnish the full
legal name of each person for whom the report is filed-i.e., each person
required to sign the schedule itself-including each member of a group. Do not
include the name of a person required to be identified in the report but who is
not a reporting person. Reporting persons are also requested to furnish their
Social Security or I.R.S. identification numbers, although disclosure of such
numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING
WITH SCHEDULE G," below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and such membership is expressly affirmed, please check row
2(a). If the membership in a group is disclaimed or the reporting person
describes a relationship with other persons but does not affirm the existence of
a group, please check row 2(b) [unless a joint filing pursuant to Rule
13d-2(e)(1) in which case it may not be necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization-Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of organization.
(5)-(9), (11) Aggregate Amount Beneficially Owned By Each Reporting Person,
Etc.-Rows (5) through (9) inclusive, and (11) are to be completed in accordance
with the provisions of Item 4 of Schedule 13G. All percentages are to be rounded
off to the nearest tenth (one place after the decimal point).
(10) Check if the aggregate amount reported as beneficially owned in row (9)
does not include shares as to which beneficial ownership is disclaimed pursuant
to Rule 13d-4 [17 CFP 240.13d-4] under the Securities Exchange Act of 1934.
(12) Type of Reporting Person- Please classify each "reporting person" according
to the following breakdown (see Item 3 of Schedule 13G) and place the
appropriate symbol on the form:
Category Symbol
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund,
or Endowment Fund EP
Parent Holding Company HC
Corporation CO
Partnership PN
Individual IN
Other OO
Notes:
Attach as many copies of the second part of the cover pages as are needed,
one reporting person per page .
Filing persons may, in order to avoid unnecessary duplication, answer items
on the schedules (Schedule 13D, 13G, or 14D-1) by appropriate cross references
to an item or items on the cover pages(s). This approach may only be used where
the cover page item or items provide all the disclosure required by the schedule
item. Moreover, such a use of a cover page item will result in the item becoming
a part of the schedule and accordingly being considered as "filed" for purposes
of Section 18 of the Securities Exchange Act or otherwise subject to the
liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms available from the Commission,
printed or typed facsimiles, or computer printed facsimiles, provided the
documents filed have identical formats to the forms prescribed in the
Commission's regulations and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), and 13(g), and 23 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain
security holders of certain issuers.
Page 3 of 6 pages
<PAGE>
Disclosure of the information specified in this schedule is mandatory,
except for Social Security or I.R.S. identification numbers, disclosure of which
is voluntary. The information will be used for the primary purpose of
determining and disclosing the holdings of certain beneficial owners of certain
equity securities. This statement will be made a matter of public record.
Therefore, any information given will be available for inspection by any member
of the public.
Because of the public nature of the information, the Commission can utilize
it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions. Social Security
or I.R.S. identification numbers, if furnished, will assist the Commission in
identifying security holders and, therefore, in promptly processing statements
of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except for
Social Security or I.R.S. identification numbers, may result in civil or
criminal action against the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements containing the information required by this schedule shall be
filed not later than February 14 following the calendar year covered by the
statement or within the time specified in Rule 13d-1(b)(2), if applicable.
B. Information contained in a form which is required to be filed by rules under
section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as that covered
by a statement on this schedule may be incorporated by reference in response
to any of the items of this schedule. If such information is incorporated by
reference in this schedule, copies of the relevant pages of such form shall
be filed as an exhibit to this schedule.
C. The item numbers and captions of the items shall be included but the text of
the items is to be omitted. The answers to the items shall be so prepared as
to indicate clearly the coverage of the items without referring to the text
of the items. Answer every item. If an item is inapplicable or the answer is
in the negative, so state.
ITEM 1(a) NAME OF ISSUER
World Equity Benchmark Shares - Mexico
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
Morgan Stanley Dean Witter
400 Bellevue Parkway
Wilmington, DE 19809
ITEM 2(a) NAME OF PERSON FILING
Newgate LLP, George Foot and Sonia Rosenbaum
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
80 Field Point Road
Greenwich, CT 06830
(c) CITIZENSHIP
USA
(d) TITLE OF CLASS OF SECURITIES
Common Stock, $0.001 Par Value
(e) CUSIP NUMBER
92923H863
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO (section) 240.13D-1(B), OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with (section)
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
(section) 240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
(section) 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with (section) 240.13d-1(b)(1)(ii)(J);
Page 4 of 6 pages
<PAGE>
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item
1.
(a) Amount beneficially owned:
189,750
-----------------------------------------------------------------
(b) Percent of class:
11.86
-----------------------------------------------------------------
(c) Number of shares as to which such person has:
0
-----------------------------------------------------------------
(i) Sole power to vote or to direct the vote
189,750
------------------------------------------------------------
(ii) Shared power to vote or to direct the vote
0
------------------------------------------------------------
(iii) Sole power to dispose or to direct the disposition of
189,750
------------------------------------------------------------
(iv) Shared power to dispose or to direct the disposition of
0
------------------------------------------------------------
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following [ ].
Instruction: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any 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, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the
identification of the relevant subsidiary.
[X] EXHIBIT ATTACHED
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H),
so indicate under Item 3(h) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group has
filed this schedule pursuant to Rule 13d-1(c), attach an exhibit
stating the identity of each member of the group.
[ ] EXHIBIT ATTACHED
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution ant that all further filings with
respect to transactions in the security reported on will be filed, if
required, by members of the group, in their individual capacity. See
Item 5.
[ ] EXHIBIT ATTACHED
Page 5 of 6 pages
<PAGE>
ITEM 10. CERTIFICATION
(a) The following certification shall be included if the statement filed
pursuant to (section) 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
The following certification shall be included if the statement filed
pursuant to (section) 240.13d-1(c):
(b) By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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.
8/5/99
--------------------------------------
Date
/s/ Sonia Rosenbaum
--------------------------------------
Signature
Sonia Rosenbaum/Managing Partner
--------------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (section) 240.13d-7 for
other parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
EXHIBIT TO SCHEDULE 13G
Item 7
Each of George Foot and Sonia Rosenbaum is filing as a "Parent Holding Company."
The subsidiary is Newgate LLP, an investment adviser registered under section
203 of the Investment Advisors Act of 1940, as amended. Pursuant to Rule
13d-1(k)(1), each of George Foot, Sonia Rosenbaum and Newgate LLP hereby agrees
that this Schedule 13G shall be filed on behalf of each of them.
Page 6 of 6 pages
