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[]
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
4,207,802
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
16.89%
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[]
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
2,097,472
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
8.42%
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[]
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
1,438,030
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,438,030_____________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,438,030
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.77%
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[]
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
672,300
8. SHARED VOTING POWER
NA
9. SOLE DISPOSITIVE POWER
672,300_______________________________________________________
10. SHARED DISPOSITIVE POWER
NA
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
672,300
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
2.70%
14. TYPE OF REPORTING PERSON
NA
________________________________________________________________
This statement constitutes amendment No.10 to the Schedule 13D
filed on October 20, 2004. Except as specifically set forth
herein, the Schedule 13D remains unmodified.
Item 2 is amended as follows:
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Bulldog Investors, Phillip
Goldstein, 60 Heritage Drive, Pleasantville, NY 10570 a principal
of Bulldog Investors and Andrew Dakos, 43 Waterford Drive,
Montville, NJ 07045, also a principal of Bulldog Investors. Mr.
Goldstein and Mr. Dakos are self-employed investment advisors.
This statement is also filed on behalf Karpus Management, Inc.
d/b/a Karpus Investment Management ("KIM"), George W. Karpus,
President, Director and Controlling Stockholder and Jo Ann Van
Degriff, Vice President and Director and Sophie Karpus,
Director,183 Sullys Trail, Pittsford, New York, 14534. The
principal business is investment management for individuals,
pensions and profit sharing plans, corporations, endowments,
trust and others specializing in conservative asset management
(i.e. fixed income investments).
This statement is also filed on behalf of Laxey Partners Limited
("Laxey"), Colin Kingsnorth and Andrew Pegge. Mr. Kingsnorth and
Mr. Pegge each own one half of the outstanding equity of Laxey,
an investment manager. The address of Laxey's principal business
and principal office is The Old Chapel, Summerhill, Onchan, Isle
Of Man, IM3 1NA.
During the past 5 years none of the above has been convicted in a
criminal proceeding, nor been party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a
result of which they were or are subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to,federal or state securities laws
or finding any violation with respect to such laws.
Mr. Goldstein, Mr. Karpus and Mr. Dakos are US citizens. Mr.
Kingsnorth and Mr. Pegge are British citizens.
Item 4 is amended as follows:
ITEM 4. PURPOSE OF TRANSACTION
The filing persons have formed a group (the "The Coalition for
Shareholder Democracy") with the 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 16.89% 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 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 Coaltion for Shareholders Democracy are deemed to be the
beneficial owners of 4,207,802 shares of GF or 16.89% of the
outstanding shares.
Bulldog Investors, Phillip Goldstein and Andrew Dakos are deemed
to be the beneficial owner of 2,097,472 shares of GF or 8.42% of
the outstanding shares. Mr. Phillip Goldstein is deemed to be the
beneficial owner of 2,097,472 shares of GF or 8.42% of the
outstanding shares. Mr. Dakos is deemed to be the beneficial
owner of 725,549 shares of GF or 2.91% of the outstanding shares.
Power to dispose of securities resides solely with Mr. Goldstein
for 1,371,923 shares and jointly with Mr. Dakos for 725,549
shares. Power to vote securities resides solely with Mr.
Goldstein for 655,364 shares and jointly for 34,244 shares. Power
to vote securities resides solely with Mr. Dakos for 725,549
shares.
KIM beneficially owns 1,438,030 shares of GF or 5.77% of the
outstanding shares. Karpus Investment Management Profit Sharing
Plan owns 8,545 shares. Jo Ann Van Degriff owns 4,705 shares,
George W. Karpus owns 7,380 shares and Dana R. Consler owns 1380
shares. KIM has the sole power to dispose of and vote all of such
shares under limited powers of attorney.
Additionally Canalview Partners L.P. beneficially owns 30,000
shares of GF. Karpus Investment Management Profit Sharing Plan
owns 5.05% of Canalview Partners L.P. Garnsey Partners L.P. owns
33,040 shares of GF. George W. Karpus owns 6.01% of Garnsey
Partners L.P.
Coling Kingsnorth and Andrew Pegge have the authority to dispose
and/or vote shares beneficially owned by the following entities:
Value Catalyst Fund Limited 191,014
Laxey Investors Limited 117,916
Laxey Investors LP 93,726
Laxey Universal Value LP 22,382
LP Value LTd 131,948
Altima SICAV PLC 71,904
Sprugos 29,300
LEAF 14,110
c. During the last sixty days the following shares of common
stock were traded:
Karpus
Date Shares Price Per Share
2/13/2006 4000 11.70
2/24/2006 -145 12.17
Laxey, Andrew Pegge and Colin Kingsnorth
Date Amount Price
1/26/2006 310 11.6115
1/26/2006 1116 11.6115
1/26/2006 930 11.6115
1/26/2006 1240 11.6115
1/26/2006 744 11.6115
1/26/2006 1860 11.6115
1/27/2006 900 11.6931
1/27/2006 3000 11.6931
1/27/2006 2500 11.6931
1/27/2006 3400 11.6931
1/27/2006 2000 11.6931
1/27/2006 5000 11.6931
1/30/2006 2200 11.68
2/2/2006 5250 11.6403
2/2/2006 5250 11.6403
2/3/2006 2050 11.6907
2/3/2006 2050 11.6907
2/8/2006 2000 11.6825
2/8/2006 4750 11.6825
2/8/2006 3100 11.6825
2/8/2006 4250 11.6825
2/9/2006 900 11.7
2/10/2006 5600 11.6543
2/10/2006 2100011.6543
2/10/2006 1400011.6543
2/10/2006 4200 11.6543
2/10/2006 2520011.6543
2/13/2006 1000 11.697
2/15/2006 1300 11.7188
2/15/2006 5100 11.7188
2/15/2006 3400 11.7188
2/15/2006 1000 11.7188
2/15/2006 6100 11.7188
2/21/2006 1300 11.9
2/21/2006 800 11.9
2/21/2006 1700 11.9
2/22/2006 1800 11.8631
2/22/2006 1300 11.8631
2/22/2006 2100 11.8631
2/23/2006 800 11.999
2/23/2006 3300 11.999
2/23/2006 2200 11.999
2/23/2006 700 11.999
2/23/2006 4000 11.999
02/28/2006 7200 12.12
02/28/2006 1600 12.12
02/28/2006 6000 12.12
02/28/2006 4000 12.12
02/28/2006 1200 12.12
03/01/2006 1400 12.2
03/03/2006 2700 12.22
03/03/2006 500 12.22
03/03/2006 1500 12.22
03/03/2006 2300 12.22
03/03/2006 600 12.22
03/06/2006 1000 12.3185
03/06/2006 3500 12.3185
03/06/2006 2400 12.3185
03/06/2006 700 12.3185
03/06/2006 4200 12.3185
d. Beneficiaries of managed accounts are entitled to receive any
dividends or sales proceeds.
Item 7 is amended as follows:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Joint Filing Agreement
Exhibit 2. Letter to the Staff of the SEC
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: 3/10/06
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
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1 (k) (1) under the Securities
Exchange Act of 1934, as amended, the persons named below agree
to the joint filing on behalf of each of them of the Schedule
13D(and all further amendments filed by them) with respect to the
shares of GF.
Dated: 3/10/06
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
Exhibit 2. Letter to the Staff of the SEC
"Opportunity Partners, on its own initiative, submitted a
proposal to the Fund for inclusion in its proxy materials to
afford shareholders an opportunity to realize net asset value for
their shares. Sullivan & Cromwell, a law firm that purports to
represent the Fund, advised the staff of the SEC in a letter that
the Fund does not intend to include the proposal in its proxy
materials based on some frivolous legal arguments. Opportunity
Partners, on its own initiative, submitted the attached letter to
the staff of the SEC to explain why those arguments have no
merit."
Opportunity Partners L.P., 60 Heritage Drive, Pleasantville, NY
10570
(914) 747-5262 // Fax: (914) 747-5258//oplp@optonline.net
February 21, 2006
John Grzeskiwicz
Senior Counsel
Division of Investment Management
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0506
The New Germany Fund,
Inc. (the "Fund")
Dear Mr. Grzeskiwicz:
Sullivan & Cromwell's John T. Bostelman's wrote a letter dated
February 16, 2006 to the Chief Counsel of the Division of
Corporate [sic] Finance asking the staff to concur with his view
that the Fund may exclude my open-ending proposal from its proxy
material. Mr. Bostelman's letter reminds me of Mary McCarthy's
famous quip about Lillian Hellman: "Every word she writes is a
lie, including `and' and `the'." However, Mr. Bostelman is even
more sinister because he intends to mislead without directly
lying ala Bill Clinton's "I did not have sex with that woman"
line. His bag of deceptive rhetorical tricks includes the use of
selective quotations and the intentional omission of any
inconvenient fact that might undermine his pathetic argument.
Apparently, Mr. Bostelman's primary motivation is to run up
massive legal bills. In short, Mr. Bostelman has as much
integrity as the lawyers portrayed in Charles Dickens' classic
novel, Bleak House.
As is well documented in public filings, the Fund's management
and I have been engaged in a dispute for several years, the crux
of which is whether it is legal for the board of directors to
unilaterally adopt and enforce a qualifications bylaw that
effectively insulates them from a proxy challenge. This dispute
in currently being litigated but one would never know that from
reading Mr. Bostelman's ten-page diatribe.
Mr. Bostelman's main argument is that the Fund can exclude my
rule 14a-8 proposal from its proxy material because I did not
present a non-rule14a-8 proposal last year. According to Mr.
Bostelman, "Rule 14a-8 applies generally to `shareholder
proposals', not `Rule 14a-8 shareholder proposals.'" Based on
that idiotic premise, he concludes that the Fund may rely on rule
14a-8(h)(3) to exclude my 14a-8 proposal this year from its proxy
materials because I did not present a non-rule14a-8 proposal last
year. That is an audacious argument because it is obvious to
everyone except Mr. Bostelman that rule 14a-8(h)(3) applies only
to a rule 14a-8 proposal. It is so bizarre that I wonder if he
secretly wants us to sue the Fund to have our proposal included
in its proxy materials because of the fees such a lawsuit would
generate.
Rule 14a-8 sets forth a procedure whereby a shareholder may
require a company to include a proposal and supporting statement
in its proxy materials. For example, a proponent of a rule 14a-8
proposal must hold at least $2,000 worth of stock continuously
for at least one year, must submit the proposal by a specific
deadline and must limit the proposal and supporting statement to
500 words. If the proponent meets all of the conditions in rule
14a-8, the company must include the proposal and the supporting
statement in its proxy materials.
However, proposals submitted outside the ambit of rule 14a-8,
like my proposal last year, are not subject to these
requirements. Mr. Bostelman concedes that the Fund did not
include my supporting statement for our non-14a-8 proposal in its
proxy materials last year. He dismisses this failure by saying
"this is not relevant to the Rule 14a-8(h)(3) analysis" because I
included my supporting statement in my own proxy materials.
However, a shareholder is not required to send his proxy
materials to all shareholders and in fact I did not send my proxy
materials to all shareholders of the Fund last year. Therefore,
those shareholders that received only the Fund's proxy materials
did not receive our supporting statement. Mr. Bostelman wants to
hold us to his self-serving interpretation of one provision of
rule 14a-8 while ignoring the Fund's failure to comply with the
rule's most important (and unambiguous) requirement, i.e. that
the proponent's proposal and supporting statement must be
included in the company's proxy materials. Even if Mr.
Bostelman's argument had any validity (which it does not), he
cannot use a double standard, i.e., the Fund's failure to include
our supporting statement in its proxy materials last year
precludes it from relying on his dubious interpretation of a
provision of the rule to exclude an actual 14a-8 proposal this
year.
Moreover, even if Mr. Bostelman's far fetched interpretation of
rule 14a-8(h)(3) had any merit, we dispute his assertion that we
lacked a "good reason" for not attending the meeting last year.
He knows exactly what happened last year but does not want to say
it because it undermines his thesis. He knows that we believe
the board's qualifications bylaw is unlawful and that its refusal
to waive it placed us in a difficult position last year. Should
we attend the meeting and allow the chairman to count our proxies
toward a quorum but not for the nominees designated by the
shareholders that gave them to us? Mr. Bostelman apparently
thinks we should have participated in a sham election in which
opponents are barred from being nominated and the incumbents
simply declare themselves elected regardless of how many votes
they receive. Or should we not attend the meeting and litigate
the legality of the qualifications bylaw so that a court could
decide the outcome of the election? As Mr. Bostelman knows, we
chose the latter option. (Another shareholder has filed a class
action lawsuit in which the relief sought is to have my proxies
for last year's meeting counted.)
Mr. Bostelman carefully omits mention of any of this but says
only: "By his own public admission (in his proxy statement and
elsewhere) he [did not attend the meeting] deliberately, in an
attempt, which failed, to prevent the Fund from attaining the
quorum and conducting its annual meeting and thereby pressure the
Fund into taking some action that would further the proponent's
interests in the director contest or otherwise." The following
excerpt from the proxy statement in question proves that Mr.
Bostelman is less than honest:
Rule 14a-4(e) of the Securities Exchange Act of 1934
requires that, subject to reasonable specified conditions,
all shares represented by proxy must be voted. The board of
directors has adopted a bylaw that purports to require
nominees to meet onerous qualifications which my nominees do
not meet. Because I believe these qualifications constitute
an improper constraint by the board on the right of
stockholders to elect directors, I have requested that the
board waive them and agree to comply with rule 14a-4(e) by
allowing all proxies to be voted as instructed and counted.
Thus far, the board has failed to do so and has failed to
disclose how it will treat my proxies. If, prior to the
Meeting, the board does not irrevocably agree to allow all
proxies to be voted as instructed and counted, the proxy
holders may not attend the Meeting and I intend to file a
lawsuit to require all proxies to be voted as instructed and
counted. If the proxy holders do not attend the Meeting
your shares will not be counted toward a quorum or voted
unless and until a court makes a determination as to how the
Fund must treat them. If you do not believe the foregoing
condition is reasonably specified or you unconditionally
want your shares to be represented at the Meeting even if
the board does not agree to allow them to be voted as you
instruct and counted, you should not give me your proxy.
Also, as you may recall, I explained my position to you in
writing:
As I told you, my preference would be to simply attend the
annual meeting and vote my proxies as instructed.
Unfortunately, the board has not agreed to allow that. In
fact, it has not disclosed what it will do with my proxies
should I attempt to vote them, which is a very serious
material omission that I have urged you to address. If the
board assures me that it will allow me to vote my proxies as
instructed, I will do so.
You ask me why I believe it is a "reasonable" condition as
that term is used in rule 14a-4(e) to say that I will vote
my proxies only if the Fund assures me that I will be
permitted to vote them. I am not sure how to answer that.
It is the board that is refusing to allow my proxies to be
voted as instructed. I am the victim of the board's attempt
to steal the election. Why are you asking the victim why he
is defending himself?
Mr. Bostelman does not have to agree with me that the Fund's
qualifications bylaw is unlawful but it is unethical to build a
straw man by attempting to deceive the staff as to what my
"reason" was for not attending the meeting last year and then to
say that it is not a "good reason." There are many other
distortions and misstatements in Mr. Bostleman's letter but in
light of his frivolous theory about 14a-8(h)(3), there is no need
to correct all of them here. However, if the staff has any
questions about the veracity of his version of the events
surrounding last year's meeting that are relevant to its analysis
of his no action request, I would be pleased to respond.
Finally, like many corporate lawyers that seek to exclude a 14a-8
shareholder proposal from the company's proxy materials, Mr.
Bostelman's last resort is to attack our supporting statement by
claiming it is false and misleading. He rambles on incoherently
for more than two pages about how he thinks the data underlying
our tiny 244-word statement should be interpreted. He will have
all the space he needs to present his views in the Fund's proxy
materials. And he can even bill the Fund for it. Since
shareholders will be able to compare management's views and our
views in the same proxy statement, the staff should heed the
First Amendment and refrain from censoring what should be a
spirited debate.
Very truly yours,
Phillip Goldstein
President
Kimball & Winthrop, Inc.
General Partner