0001104659-13-010047.txt : 20130213 0001104659-13-010047.hdr.sgml : 20130213 20130213121239 ACCESSION NUMBER: 0001104659-13-010047 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130213 DATE AS OF CHANGE: 20130213 GROUP MEMBERS: SUSQUEHANNA ADVISORS GROUP, INC. GROUP MEMBERS: SUSQUEHANNA CAPITAL GROUP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY EASTERN EUROPE FUND, INC. CENTRAL INDEX KEY: 0000918686 IRS NUMBER: 133756741 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47087 FILM NUMBER: 13601164 BUSINESS ADDRESS: STREET 1: 522 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212 296-6963 MAIL ADDRESS: STREET 1: 522 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY EASTERN EUROPE FUND INC DATE OF NAME CHANGE: 20080711 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER EASTERN EUROPE FUND INC DATE OF NAME CHANGE: 20000504 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY RUSSIA & NEW EUROPE FUND INC DATE OF NAME CHANGE: 19960720 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL VENTURES INTERNATIONAL /E9/ CENTRAL INDEX KEY: 0001011712 IRS NUMBER: 980158206 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE CAPITOL PLACE STREET 2: PO BOX 1787 GT CITY: GRAND CAYMAN STATE: E9 ZIP: BWI BUSINESS PHONE: 345-949-7500 MAIL ADDRESS: STREET 1: ONE CAPITAL PLACE STREET 2: PO BOX 1787 GT CITY: GRAND CAYMAN STATE: E9 ZIP: BWI SC 13G/A 1 a13-4925_2sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2.

 

(Amendment No. 1)*

 

Morgan Stanley Eastern Europe Fund, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

616988101

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 purposes 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).

 


 

 

(1)

Names of Reporting Persons
Capital Ventures International

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0 (1)(2)

 

(6)

Shared Voting Power
116 (1)(2)

 

(7)

Sole Dispositive Power
0 (1)(2)

 

(8)

Shared Dispositive Power
116 (1)(2)

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
116 (1)(2)

 

 

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

(11)

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

(12)

Type of Reporting Person (See Instructions)
CO

 

(1) Susquehanna Capital Group is an affiliated independent broker-dealer, which together with Capital Ventures International and Susquehanna Advisors Group, Inc. may be deemed a group.

For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

 

(2) Susquehanna Advisors Group, Inc. is the investment manager to Capital Ventures International.

 

2


 

 

(1)

Names of Reporting Persons
Susquehanna Advisors Group, Inc.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
Pennsylvania

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0 (1)(2)

 

(6)

Shared Voting Power
116 (1)(2)

 

(7)

Sole Dispositive Power
0 (1)(2)

 

(8)

Shared Dispositive Power
116 (1)(2)

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
116 (1)(2)

 

 

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

(11)

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

(12)

Type of Reporting Person (See Instructions)
CO

 

(1) Susquehanna Capital Group is an affiliated independent broker-dealer, which together with Capital Ventures International and Susquehanna Advisors Group, Inc. may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

 

(2) Susquehanna Advisors Group, Inc. is the investment manager to Capital Ventures International.

 

3


 

 

(1)

Names of Reporting Persons
Susquehanna Capital Group

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
116 (1)

 

(6)

Shared Voting Power
116 (1)

 

(7)

Sole Dispositive Power
116 (1)

 

(8)

Shared Dispositive Power
116 (1)

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
116 (1)

 

 

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

(11)

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

(12)

Type of Reporting Person (See Instructions)
BD, PN

 

(1) Susquehanna Capital Group is an affiliated independent broker-dealer, which together with Capital Ventures International and Susquehanna Advisors Group, Inc. may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

 

4


 

Item 1.

 

(a)

Name of Issuer

 

Morgan Stanley Eastern Europe Fund, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices

 

Morgan Stanley Eastern Europe Fund, Inc.,

c/o Morgan Stanley Investment Management Inc.

522 Fifth Avenue

New York, NY 10036

 

Item 2(a).

Name of Person Filing

 

This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the shares of Common Stock, par value $0.01 per share, of the Company (the “Shares”).

 

(i)            Capital Ventures International

 

(ii)           Susquehanna Advisors Group, Inc.

 

(iii)          Susquehanna Capital Group

Item 2(b).

Address of Principal Business Office or, if none, Residence

 

The address of the principal business office of Capital Ventures International is:

 

One Capitol Place

P.O Box 1787 GT

Grand Cayman, Cayman Islands

British West Indies

 

The address of the principal business office of each of Susquehanna Advisors Group, Inc. and Susquehanna Capital Group are:

 

401 City Avenue

Suite 220

Bala Cynwyd, PA 19004

Item 2(c).

Citizenship

 

Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

Item 2(d).

Title of Class of Securities

 

Common Stock, par value $0.01 per share

 

5


 

Item 2(e)

CUSIP Number

 

616988101

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with Rule 13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

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.

The information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

 

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: x

 

6


 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

7


 

Item 10.

Certification

By signing below each of the undersigned certifies that, to the best of its 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.

 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

 

Dated: February 13, 2013

 

 

 

 

 

CAPITAL VENTURES INTERNATIONAL

SUSQUEHANNA ADVISORS GROUP, INC.

 

 

By: Susquehanna Advisors Group, Inc.

By:

/s/ Brian Sopinsky

pursuant to a Limited Power of

Name:

Brian Sopinsky

Attorney

Title

Assistant Secretary

 

 

By:

/s/ Brian Sopinsky

 

 

Name:

Brian Sopinsky

 

Title

Assistant Secretary

 

 

 

SUSQUEHANNA CAPITAL GROUP

 

 

 

By:

/s/ Brian Sopinsky

 

 

Name:

Brian Sopinsky

 

Title

Authorized Signatory

 

 

The Limited Power of Attorney executed by Capital Ventures International, authorizing Susquehanna Advisors Group, Inc. to sign and file this Amendment No. 1 to Schedule G on its behalf, was filed as Exhibit II to the Schedule 13G filed with the Securities and Exchange Commission on July 20, 2012 with respect to the Common Stock of the Company and is incorporated by reference.

 

Exhibits:

 

Exhibit I:  Joint Filing Agreement (incorporated by reference to Exhibit I of the initial Schedule 13G filed with the Securities and Exchange Commission on July 20, 2012).

 

8