SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 4)
JARDINE FLEMING CHINA REGION FUND, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
471110106
(CUSIP Number)
Fred M. Stone, Esq. copy to: Allan S. Sexter, Esq.
Millennium Partners, L.P. Sexter & Warmflash
666 Fifth Avenue, 8th Floor 115 Broadway
New York, New York 10103 New York, New York 10006
(212) 841-4124 (212) 577-2800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 8, 2002
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 3 Pages)
(1) 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 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 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).
CUSIP No. 471110106 13D Page 2 of 5 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Millenco, L.P. 13-3532932
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
From the capital of Millenco.
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 353,817
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 353,817
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
353,817
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.66%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
Limited Partnership
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 471110106 13D Page 3 of 5 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock ("Common Stock") of Jardine
Fleming China Region Fund, Inc. (the "Company"). The address of the principal
executive offices of the Company is c/o PFPC Inc. 400 Bellevue Parkway,
Wilmington, Delaware 19809.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Millenco, L.P. a Delaware limited
partnership ("Millenco"), a broker-dealer and member of the American Stock
Exchange, whose principal office is at 666 Fifth Avenue, New York, New York
10103.
The general partner of Millenco is Millennium Management, LLC,
("Management") a Delaware limited liability company whose principal office is at
666 Fifth Avenue, New York, New York 10103.
The sole manager of Management is Israel A. Englander, ("Englander") whose
principal office is at 666 Fifth Avenue, New York, New York 10103.
During the past five years, none of Millenco, Management or Englander, has
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as 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 amount of the funds used to purchase the shares reported as
beneficially owned was approximately $2,326,728. All of such funds were from the
investment capital of Millenco.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of the Common Stock owned by Millenco and reported hereby were
purchased for investment. The Company's stock trades at a significant discount
to its stated net asset value. Millenco's investment objective is an increase in
the share price and the realization of the Company's full value. Consistent with
its investment objective, Millenco has proposed to the Company's directors steps
which may be taken to substantially reduce or eliminate the discount. These
steps include among others, changing the capital structure of the fund, merging
the fund with another fund/company, or open-ending of the fund. Millenco intends
to continue to communicate with the current directors of the Company in an
effort to achieve some or all of these goals, but reserves the right to pursue
the means to its investment objectives independently. As an example, Millennium
currently intends to submit a shareholder proposal to the Company to be
considered at the next Annual Meeting.
CUSIP No. 471110106 13D Page 4 of 5 Pages
On November 11, 2002, Millenco filed a Schedule 14A with the Securities
and Exchange Commission pursuant to SEC Rule 14a-12. Millenco has announced its
intention to nominate candidates for the board of directors of the Company if
and when elections are held. Millenco's current intention would be to nominate
candidates and solicit proxies in favor of their election. Millenco's intentions
are based upon current circumstances, and are subject to change at any time.
Other than as set forth above, none of Millenco, nor Management or
Englander, has any present plans or proposals which relate to, or could result
in, any of the matters referred to in paragraphs (a) through (j), inclusive, of
Item 4 of Schedule 13D (although it reserves the right to develop any such plans
or proposals). Millenco may, at any time and from time to time, review or
reconsider its position and formulate plans or proposals with respect thereto,
but has no present intention of doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Millenco now owns 353,817 shares of Common Stock, representing
approximately 7.66% of the total number of shares of Common Stock outstanding.
To the best knowledge of Millenco, neither Management nor Englander owns any
shares of Common Stock.
(b) Millenco has the sole power to vote or direct the vote, and the sole
power to dispose or direct the disposition of, the shares of Common Stock owned
by Millenco.
(c) Within the past 60 days, Millenco purchased shares of Common Stock on
the New York Stock Exchange as follows:
No. of Shares Price per
Date Purchased Share
------------------- ------------- ---------
10/31/2002 4,800 $6.14
11/01/2002 1,700 $6.30
11/07/2002 2,500 $6.36
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
CUSIP No. 471110106 13D Page 5 of 5 Pages
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.
November 11, 2002
(Date)
Millenco. L.P. By:
Millennium Management, LLC, General Partner
By: /s/ Terry Feeney
----------------------------------------------
(Signature)