-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IxtNvzTeOeY1F5efilwXF354psUKqBxb3GRP8x5KZ1hNrwVbKG/8uNlypJB4Nf6T D5sgtGz1oSMIV8TrrPy0oQ== 0000896017-06-000019.txt : 20060609 0000896017-06-000019.hdr.sgml : 20060609 20060609122006 ACCESSION NUMBER: 0000896017-06-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060609 DATE AS OF CHANGE: 20060609 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: KARPUS INVESTMENT MANAGEMENT GROUP MEMBERS: LAXEY PARTNERS LIMITED, ANDREW PEGGE, COLIN KINGSNORTH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW GERMANY FUND INC CENTRAL INDEX KEY: 0000858706 IRS NUMBER: 133555471 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49307 FILM NUMBER: 06896125 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 800-437-6269 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 FORMER COMPANY: FORMER CONFORMED NAME: LENOX FUND INC DATE OF NAME CHANGE: 19900115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OPPORTUNITY PARTNERS L P CENTRAL INDEX KEY: 0000896017 IRS NUMBER: 113132092 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLESANTVILLE STATE: NY ZIP: 10570 BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SC 13D/A 1 shedthirdten.txt SCHEDULE 13D DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT NA 1. NAME OF REPORTING PERSON The Coalition for Shareholder Democracy 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER NA 8. SHARED VOTING POWER NA 9. SOLE DISPOSITIVE POWER NA_______________________________________________________ 10. SHARED DISPOSITIVE POWER NA 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 4,216,589 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 16.93% 14. TYPE OF REPORTING PERSON NA ________________________________________________________________ 1. NAME OF REPORTING PERSON Bulldog Investors, Phillip Goldstein, Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER NA 8. SHARED VOTING POWER 2,096,671 9. SOLE DISPOSITIVE POWER 2,096,671_______________________________________________________ 10. SHARED DISPOSITIVE POWER NA 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 2,096,671 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 8.41% 14. TYPE OF REPORTING PERSON NA ________________________________________________________________ 1. NAME OF REPORTING PERSON Karpus Investment Management, Karpus Investment Management Profit Sharing Plan, Jo Ann Van Degriff, George W. Karpus, Dana R. Consler 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER 1,263,218 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 1,263,218_____________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,263,218 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 5.07% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ 1. NAME OF REPORTING PERSON Laxey Partners Limited, Andrew Pegge and Colin Kingsnorth 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH ________________________________________________________________ 7. SOLE VOTING POWER 856,700 8. SHARED VOTING POWER NA 9. SOLE DISPOSITIVE POWER 856,700_______________________________________________________ 10. SHARED DISPOSITIVE POWER NA 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 856,700 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 3.44% 14. TYPE OF REPORTING PERSON NA ________________________________________________________________ This statement constitutes amendment No.11 to the Schedule 13D filed on October 20, 2004. Except as specifically set forth herein, the Schedule 13D remains unmodified. Item 4 is amended as follows: ITEM 4. PURPOSE OF TRANSACTION The shares have been purchased for investment purposes. Item 5 is amended as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a.b. As per the semi-annual report dated June 30th, 2005 there were 24,910,025 shares of GF outstanding. The percentage set forth in this item (5a) was derived using such number. The Coalition for Shareholders Democracy is deemed to be the beneficial owners of 4,216,589 shares of GF or 16.93% of the outstanding shares. Bulldog Investors, Phillip Goldstein and Andrew Dakos are deemed to be the beneficial owner of 2,096,671 shares of GF or 8.41% of the outstanding shares. Power to vote or dispose securities resides with Phillip Goldstein, Andrew Dakos or with the beneficial owners of managed accounts. KIM beneficially owns 1,263,218 shares of GF or 5.07% of the outstanding shares. Karpus Investment Management Profit Sharing Plan owns 7,575 shares. Jo Ann Van Degriff owns 4,315 shares, George W. Karpus owns 9,065 shares and Dana R. Consler owns 665 shares. KIM has the sole power to dispose of and vote all of such shares under limited powers of attorney. KARPUS INVESTMENT MANAGEMENT DEFINED BENEFIT PLAN PRESENTLY OWNS 430 SHARES. GARNSEY PARTNERS L.P. IS A HEDGE FUND MANAGED BY KARPUS INVESTMENT MANAGEMENT, OF WHICH GEORGE W. KARPUS OWNS 6.1%, JO ANN VAN DEGRIFF OWNS 0.72%, AND KATHLEEN F. CRANE OWNS 0.07%. GARNSEY PARTNERS L.P. CURRENTLY OWNS 32,940 SHARES. APOGEE PARTNERS L.P. IS ALSO A HEDGE FUND MANAGED BY KARPUS INVESTMENT MANAGEMENT OF WHICH GEORGE W. KARPUS OWNS 1.43% AND DANA R. CONSLER OWNS 0.66%. APOGEE PARTNERS L.P. OWNS 70,900 SHARES OF GF. NONE OF THE OTHER PRINCIPALS OF KIM PRESENTLY OWNS SHARES OF GF. Colin Kingsnorth and Andrew Pegge have the authority to dispose and/or vote shares beneficially owned by the following entities: Value Catalyst Fund Limited 219,414 Laxey Investors Limited 141,816 Laxey Investors LP 93,726 Laxey Universal Value LP 28,482 LP Value LTd 187,048 Altima SICAV PLC 101,404 Sprugos 54,800 LEAF 30,010 c. During the last sixty days the following shares of common stock were traded: BULLDOG INVESTORS 5/22/06 BOT 2500 11.94 Karpus DATE SHARES PRICE PER SHARE DATE SHARES PRICE PER SHARE 4/6/2006 -10000 13.64 5/2/2006 -13200 14.32 4/7/2006 -5800 13.64 5/3/2006 -13500 14.10 4/10/2006 -1660 13.24 5/4/2006 -3600 14.16 4/11/2006 -10000 13.35 5/5/2006 -7300 14.37 4/12/2006 -3975 13.34 5/8/2006 -2500 14.45 4/21/2006 -225 13.70 5/10/2006 -1515 14.68 4/24/2006 -2000 13.93 5/11/2006 -12900 14.60 4/25/2006 -4500 13.95 5/15/2006 3000 13.09 4/26/2006 -3500 14.01 5/22/2006 4275 11.94 4/27/2006 -6000 14.12 5/22/2006 -80 11.93 4/28/2006 -7900 14.10 5/23/2006 -2000 12.16 5/24/2006 -1400 12.07 5/25/2006 -11361 12.40 5/25/2006 435 12.26 5/26/2006 -2000 12.92 5/31/2006 -2040 12.80 Laxey, Andrew Pegge and Colin Kingsnorth TradeType Date Amount Price Buy 15/03/06 18,200 12.3999 Buy 17/03/06 800 12.66 Buy 20/03/06 300 12.79 Sell Long 08/05/06 13,400 14.4549 Buy 16/05/06 3,500 13.2416 Buy 16/05/06 4,200 13.2416 Buy 16/05/06 1,200 13.2416 Buy 16/05/06 1,000 13.2416 Buy 16/05/06 6,300 13.2416 Buy 16/05/06 1,300 13.2416 Buy 16/05/06 7,500 13.2416 Buy 17/05/06 6,300 12.8281 Buy 17/05/06 7,600 12.8281 Buy 17/05/06 2,200 12.8281 Buy 17/05/06 1,800 12.8281 Buy 17/05/06 11,300 12.8281 Buy 17/05/06 2,200 12.8281 Buy 17/05/06 13,500 12.8281 Buy 18/05/06 1,000 12.765 Buy 18/05/06 1,000 12.765 Buy 18/05/06 2,800 12.765 Buy 18/05/06 3,400 12.765 Buy 18/05/06 800 12.765 Buy 18/05/06 5,000 12.765 Buy 18/05/06 6,000 12.765 Buy 19/05/06 4,700 12.3633 Buy 19/05/06 5,700 12.3633 Buy 19/05/06 1,700 12.3633 Buy 19/05/06 1,400 12.3633 Buy 19/05/06 8,400 12.3633 Buy 19/05/06 1,700 12.3633 Buy 19/05/06 10,000 12.3633 Buy 22/05/06 20,000 11.9423 Buy 24/05/06 10,000 11.8518 Buy 24/05/06 10,000 11.8518 Buy 08/06/06 2,200 11.5897 Buy 08/06/06 3,000 11.5897 Buy 08/06/06 900 11.5897 Buy 08/06/06 4,100 11.5897 Buy 08/06/06 4,800 11.5897 d. Beneficiaries of managed accounts are entitled to receive any dividends or sales proceeds. Item 6 is amended as follows: Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the issuer The filing persons have formed an informal group (the "The Coalition for Shareholder Democracy") with the unwritten objective of affording all shareholders of the issuer an opportunity to obtain net asset value for their shares. The Coalition for Shareholder Democracy beneficially owns 16.93% of the issuer's outstanding shares. The members of the Coalition for Shareholder Democracy have not agreed to jointly take any specific measures to achieve the group's objective and they have no agreement to buy, sell, hold or vote their shares together. Any member of The Coalition for Shareholder Democracy may take actions it deems to be consistent with the group's objective without the consent of any other members of the group. In addition, any member of the Coalition for Shareholder Democracy may act in the best interests of its own clients regardless of whether such action is in the best interest of the group. Item 7 is amended as follows: ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. 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: 6/9/06 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /s/ Andrew Dakos Name: Andrew Dakos By: /s/ Dana R. Consler Name: Dana R. Consler Senior Vice President Karpus Management Inc. By: /s/ Colin Kingsnorth Name: Colin Kingsnorth By: /s/ Andrew Pegge Name: Andrew Pegge -----END PRIVACY-ENHANCED MESSAGE-----