UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
The New Ireland Fund Inc.
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(Name of Issuer)
common stock
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(Title of Class of Securities)
645673104
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(CUSIP Number)
Keith Walsh
Senior Compliance Manager
Bank of Ireland Asset Management
40 Mespil Road
Dublin 4, Ireland
011-353-1-6378119
Rosemary Mahon
Director
Bank of Ireland Asset Management (U.S.) Limited
75 Holly Hill Lane
Greenwich, CT 06830
203-869-0111
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 29, 1997
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to
report the acquisition which is the subject of the Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
*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 on 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).
Page 1 of 18 Pages
CUSIP No. 645673104 Schedule 13D Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Governor and Company of the Bank of Ireland
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Ireland
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 274,800
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
274,800
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
274,800
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 645673104 Schedule 13D Page 3 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BIAM Holdings
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Ireland
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 274,800
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
274,800
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
274,800
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 645673104 Schedule 13D Page 4 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bank of Ireland Asset Management Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Ireland
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 265,800
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
265,800
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
265,800
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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14 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 645673104 Schedule 13D Page 5 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bank of Ireland Asset Management (U.S.) Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Ireland
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 9,000
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 645673104 Schedule 13D Page 6 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bank of Ireland EUT Smaller Equities Fund
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Ireland
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 265,800
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
265,800
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
265,800
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 645673104 Schedule 13D Page 7 of 11 Pages
Item 1
(a) The name of the issuer is The New Ireland Fund, Inc
(b) The address of the issuers principal executive office is;
The New Ireland Fund, Inc.
c/o PFPC Inc.
99 High Street
27th Floor
Boston, MA, 02110
This filing relates to the common stock, of The New Ireland Fund Inc, a closed
end investment company (the "Issuer").
The information presented on the cover sheets for each filing person is based
upon ownership as of September 29, 1997. The percent of class is based upon
5,009,000 shares of common stock issued and outstanding as of September 29,
1997.
Item 2. Identity and Background.
The following information relates to the structure of the reporting entities as
of April 29, 2004.
This statement is filed by The Governor and Company of the Bank of Ireland (the
"Bank of Ireland"), BIAM Holding("BIAMH"), Bank of Ireland Asset Management
Limited ("BIAML"),Bank of Ireland Asset Management (U.S.) Limited ("BIAMUS") and
Bank of Ireland EUT Smaller Equities Fund ("BIEUTSEF) (collectively, the
"Reporting Persons").
The principal business address of Bank of Ireland is Bank of Ireland, Head
Office, Lower Baggot Street, Dublin 2, Ireland.
The principal business address of BIAMH,BIAML and BIEUTSEF is 40 Mespil Road,
Dublin 4, Ireland.
The principal business address of BIAMUS is 75 Holly Hill Lane, Greenwich, CT,
06830.
Bank of Ireland, BIAML, BIAMH and BIAMUS are Irish corporations. BIEUTSEF is an
Irish Unit Trust - a commingled investment vehicle for Irish Tax Exempt
investors.
The principal business of Bank of Ireland is the provision of financial
services. Bank of Ireland is the sole shareholder of BIAMH. The principal
business of BIAMH is to serve as a holding company. BIAMH is the sole
shareholder of BIAML. The principal business of BIAML is to act as an Irish
Investment Adviser to a range of discretionary clients, managing a number of
accounts containing securities over which BIAML has voting and dispositive
power. These clients are primarily institutional clients. BIAMH is also the sole
shareholder in BIAMUS. The principal business of BIAMUS is to act as a US
registered Investment Adviser to a range of discretionary clients, managing a
number of accounts containing securities over which BIAMUS has voting and
dispositive power. These clients are primarily institutional clients.
CUSIP No. 645673104 Schedule 13D Page 8 of 11 Pages
The directors of Bank of Ireland are Michael Soden, Denis O'Brien, Laurence
Crowley, Richard Burrows, Caroline Marland, Raymond MacSharry, Mary Redmond, Roy
Bailie, Maurice Keane, Brian Goggin, Donal Greaney, John O'Donovan and Thomas
Moran. The executive officers of Bank of Ireland are Michael Soden, John
Collins, Des Crowley, Cyril Dunne, Brian Goggin, Roy Keenan, John O'Donovan and
Jeff Warren. The principal occupation of each such person is to serve as an
officer or director of Bank of Ireland, and the principal business address of
each such person, other than Mr. Goggin, is c/o Bank of Ireland, Head Office,
Lower Baggot Street, Dublin 2, Ireland. The principal business address of Mr.
Goggin is c/o Bank of Ireland Asset Management Limited, 40 Mespil Road, Dublin
4, Ireland.
The directors and executive officers of BIAML are Denis Curran, Brian Goggin
Giles Kerr, Anthony Haslam, Fred Healy, Eugene Holland, Richard Kelly, Pat
Lardner, Jim McMahon, Jane Neill, Leona Nicholson, John Nolan, Kevin O'Brien,
Ronan O'Donoghue, Sean O'Dwyer, Chris Reilly, Ronan Smith, Des Sullivan and
Peter Wood. The principal occupation of each such person is to serve as an
officer or director of BIAML. The principal business address of each such
person, other than Mr. Kerr and Mr. Curran is c/o BIAML, 40 Mespil Road, Dublin
4, Ireland. The principal business address of Mr. Curran is c/o Bank of Ireland
Asset Management (U.S.) Limited, 75 Holly Hill Lane, Greenwich, CT 06830.
The principal business address for Mr Kerr is c/o Bank of Ireland, Head Office,
Lower Baggot Street, Dublin 2, Ireland.
The directors and executive officers of BIAMH are Sean O'Dwyer, Peter Nugent and
Brian Goggin, whose principal occupation is to serve as directors and executive
officers of BIAMH. The principal business address of each such person, other
than Mr Nugent is c/o BIAMH, 40 Mespil Road, Dublin 4 Ireland. The principal
business address for Mr Nugent is c/o Bank of Ireland, Head Office, Lower Baggot
Street, Dublin 2, Ireland.
The directors and executive officers of BIAMUS are Denis Curran, Chris Reilly,
Brian Goggin,Sean O'Dwyer, Michael McCarthy, Rosemary Mahon, Lelia Long and
Stephen Holland. The principal business address for Mr Curran, Mr Holland, Ms
Long and Ms Mahon is 75 Holly Hill Lane,Greenwich, CT 06830. The principal
business address for Mr O'Dwyer, Mr Reilly,Mr McCarthy and Mr Goggin is 40
Mespil Road, Dublin 4 Ireland.
BIEUTSEF, as a Unit Trust, does not have any directors or executive officers.
Its Trustees are Bank of Ireland Trustees and BIAML is its investment manager.
None of the Reporting Persons nor any of the directors or executive directors of
any of the Reporting Persons has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is 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.
Item 3. Source and Amount of Funds or Other Consideration.
The securities reported in Item 5 as beneficially owned by the Reporting Persons
were acquired as follows: Accounts managed by BIAML purchased an aggregate of
265,800 shares of Common Stock for a total consideration of $2,223,023 derived
from the capital of the managed accounts. BIAMUS made a personal investment of
9,000 shares as seed capital for the New Ireland Fund Inc.
CUSIP No. 645673104 Schedule 13D Page 9 of 11 Pages
Item 4 Purpose of Transaction
Between 1990 and 1995, BIAML purchased in total 265,800 Shares of the Issuer
(representing, in aggregate and as accumulated over time, 5.3% beneficial
ownership) for various non-US commingled funds ("Foreign Funds") managed by
BIAML on a fully discretionary basis, to gain exposure for the investment
portfolios of these Foreign Funds to Irish equities in a less expensive and more
price-effective manner than could be provided by direct investment in the
underlying equity securities owned by the Issuer (a closed-end country fund). In
1997 that shares held by the Foreign Funds were transferred and consolidated in
the investment portfolio of the BIEUTSEF, another Foreign Fund and Reporting
Person on this Schedule, where the Shares continue to be held. At
the time of the original purchases, at the time of the transfer/consolidation of
Shares into the BIEUTSEF, and currently, the Reporting Persons state that there
were no, and continue to be no, plans or proposals that any of them had or have
which relate to or would result in: (a) the acquisition by any person of
additional Shares, or the disposition of Shares; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the prior
or present board of directors or management of the Issuer, including no plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure, including no plans or proposals to change the
investment policy of the Issuer for which a vote would have been or is required
by Section 13 of the Investment Company Act of 1940; (g) change in the Issuer's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person; (h) causing a
class of securities of the Issuer to be delisted from a national securities
Exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any
action similar to any of the foregoing. Regarding (f) above, any vote presented
to the Issuer's shareholders as required by Section 13 of the Investment Company
Act of 1940 will be voted with respect to Shares owned by the Bank of Ireland
EUT Smaller Equities Fund and Shares owned by BIAMUS will be voted in the same
proportion as the vote of all other holders of such security. All investment in
Shares by the Foreign Funds, and the BIEUTSEF, were made with the intent to be
passive investments and there was no intent, and there is no current intent, to
exercise any control or influence over the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) and (b)
As of September 29, 1997, the Reporting Persons may be deemed to beneficially
own in the aggregate 274,800 shares of Common Stock, representing 5.5% of the
outstanding Common Stock (the percentage of shares of Common Stock owned being
based upon 5,009,000 shares of Common Stock outstanding at September 29, 1997.
The transaction by The Reporting Persons may be deemed to have direct beneficial
ownership of shares of Common Stock as follows:
Name Number of Shares Percentage
BIAML 265,800 5.3%
BIEUTSEF (Managed by BIAML) 265,800 5.3%
BIAMUS 9,000 0.2%
BIAML has direct beneficial ownership of the shares of Common Stock in the
accounts which it manages. In such capacity, BIAML has the right to vote and
direct the disposition of shares of Common Stock held by such entities and,
consequently, has beneficial ownership of such shares.
BIAMUS has direct beneficial ownership of the shares of Common Stock which it
purchased to provide seed capital to the Issuer. In such capacity, BIAMUS has
the right to vote and direct the disposition of shares of Common Stock held by
such entities and, consequently, has beneficial ownership of such shares.
BIAMH as the controlling member of BIAML and BIAMUS, may be deemed to possess
beneficial ownership of the shares of Common Stock beneficially owned by BIAML
and BIAMUS. Bank of Ireland, as the sole shareholder of BIAMH, may be deemed to
possess beneficial ownership of the shares of Common Stock beneficially owned by
BIAMH, BIAML and BIAMUS as the sole shareholder of BIAMH.
BIEUTSEF has direct beneficial ownership of the shares of Common Stock which
it purchased as a passive investment. In such capacity, BIEUTSEF has the right
to vote and direct the disposition of shares of Common Stock held by such
entities and, consequently, has beneficial ownership of such shares.
(c) Other than the transactions in Schedule 1, No Reporting Person nor any
director or executive officer of any Reporting Person has effected any
transactions in the Common Stock during either in the past 60 days or the 60
days prior to the effective date of this filing.
(d) No person other than the Reporting Persons has any right to receive or the
power to direct the receipt of dividends from, or the proceeds of the sale of,
any of the Common Stock beneficially owned by the Reporting Persons, except that
the dividends from, or proceeds from the sale of, shares of Common Stock in each
respective account managed by BIAML will be delivered into each such respective
account.
(e) Not applicable.
Item 6:
BIAMUS is under common control with BIAML, the discretionary manager to the
Foreign Funds and BIEUTSEF. BIAMUS also is the investment adviser to the
Issuer. Other than these relationships, there are no contracts, arrangements, or
understandings among or between the Reporting Persons or otherwise with respect
to the Shares of the Issuer, including without limitation, the transfer or
voting of any of the securities, or the giving or withholding of proxies, except
as follows. To avoid conflicts of interest associated with any matter put to a
vote of shareholders of the Issuer, Shares owned by BIEUTSEF and BIAMUS will be
voted in the same proportion as all other Shares of the Issuer are voted.
CUSIP No. 645673104 Schedule 13D Page 10 of 11 Pages
SIGNATURE.
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Date: April 30, 2004
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
By: /s/ Brian Goggin
----------------------------------
Brian Goggin
Director
BIAM Holdings
By: /s/ Sean O'Dwyer
----------------------------------
Sean O'Dwyer
Director
Bank of Ireland Asset Management Limited
By: /s/ Sean O'Dwyer
----------------------------------
Sean O'Dwyer
Director
Bank of Ireland Asset Management (U.S.) Limited
By: /s/ Rosemary Mahon
----------------------------------
Rosemary Mahon
Director
Bank of Ireland EUT Smaller Equities Fund
By: /s/ Keith Walsh
----------------------------------
Keith Walsh
Authorised Signatory
CUSIP No. 645673104 Schedule 13D Page 11 of 11 Pages
SCHEDULE I
REPORTING PERSONS TRANSACTIONS IN COMMON STOCK
The transaction below was a cross trade of Common Stock by BIAML from its
discretionary Foreign Fund Clients to BIEUTSEF.
Date Number of Shares Price Per Share (1)
September 29, 1997 by BIEUTSEF Buy 248,600 $16.6875
September 29, 1997 by BIAML Sell 248,600 $16.6875