-----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, R+gVF2A5CuxjXb3ByPk498a/Hwnw+2kg/GT0v499arUvHdVRtNpz7JkH9wUk13wx 57HHAcdsz+soLAumswnPGg== 0000950123-01-000587.txt : 20010129 0000950123-01-000587.hdr.sgml : 20010129 ACCESSION NUMBER: 0000950123-01-000587 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010125 GROUP MEMBERS: BRIAN SHERMAN GROUP MEMBERS: EQUITILINK LTD GROUP MEMBERS: EQUITILINK U.S.A., INC. GROUP MEMBERS: LAURENCE FREEDMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST AUSTRALIA FUND INC CENTRAL INDEX KEY: 0000779336 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133304681 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-55117 FILM NUMBER: 1514648 BUSINESS ADDRESS: STREET 1: 100 MUDBERRY STREET CITY: NEW YORK STATE: NJ ZIP: 07102-4077 BUSINESS PHONE: 2122141250 MAIL ADDRESS: STREET 1: 100 MUDBERRY STREET CITY: NEWARK STATE: NJ ZIP: 07102-4077 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EQUITILINK LTD CENTRAL INDEX KEY: 0001083114 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 190 GEORGE STREET LEVEL 3 STREET 2: SYDNEY NSW 2000 AUSTRALIA BUSINESS PHONE: 01161299502888 MAIL ADDRESS: STREET 1: 190 GEORGE STREET LEVEL 3 STREET 2: SYDNEY NWS 2000 AUSTRALIA SC 13D/A 1 y44621a8sc13da.txt A#8 TO SCHEDULE 13D: FIRST AUSTRALIA/EQUITILINK 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* The First Australia Fund, Inc. (Name of Issuer) Common Stock ($.01 par value) (Title of Class of Securities) 318652104 (CUSIP Number) Meredith M. Brown, Esq. Debevoise & Plimpton 875 Third Avenue New York, NY 10022 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 18, 2001 (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 Section 240.13d-1(e), (f) or (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 Section 240.13d-7(b) for other parties to whom copies are to be sent. 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 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). 2 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Laurence Freedman I.R.S. No. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Australia 7 SOLE VOTING POWER NUMBER OF SHARES 4,000 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 4,000 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON IN 2 3 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brian Sherman I.R.S. No. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Australia 7 SOLE VOTING POWER NUMBER OF SHARES 4,000 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 4,000 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON IN 3 4 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EquitiLink Limited I.R.S. No. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New South Wales, Australia 7 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH None REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH None 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON HC, CO 4 5 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EquitiLink U.S.A., Inc. I.R.S. No. 521635331 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 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 SHARES None BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH None REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH None 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON CO 5 6 Statement on Schedule 13D This Amendment No. 8 amends and supplements Items 4, 5 and 6 of the Schedule 13D of the Reporting Persons with respect to the shares of common stock, par value $.01 per share, of The First Australia Fund, Inc. (the "Fund") as originally filed on April 1, 1999 and as amended by Amendment No. 1 thereto filed on July 9, 1999, Amendment No. 2 thereto filed on August 27, 1999, Amendment No. 3 thereto filed on September 30, 1999, Amendment No. 4 thereto filed on October 21, 1999, Amendment No. 5 thereto filed on November 4, 1999, Amendment No. 6 thereto filed on December 7, 1999 and Amendment No. 7 thereto filed on November 14, 2000. 1. Items 4 and 6 of the Schedule 13D are hereby amended by adding thereto the following: On January 18, 2001, EquitiLink Holdings Limited, EquitiLink Limited, EquitiLink International Management Limited, and EquitiLink U.S.A., Inc. (the "Sellers") sold 2,742,461 shares of Common Stock to Mira, L.P. ("Mira") pursuant to the Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of November 10, 2000, between the Sellers and Mira. The aggregate sales price was $16,891,914.28. The shares of Common Stock sold constituted all of the Common Stock beneficially owned by the Reporting Persons, except for 4,000 shares held by each of Laurence Freedman and Brian Sherman. On December 21, 2000, EquitiLink International Limited sold 5,447 shares on the open market at $5.9375 per share. 2. Item 5 of the Schedule 13D is hereby amended by adding thereto the following: (a) The Reporting Persons beneficially own an aggregate of 8,000 shares of Common Stock, constituting approximately 0.0% of the outstanding shares of Common Stock (computed on the basis of 17,189,998 shares of Common Stock outstanding as of October 31, 2000 as reported in the Fund's Annual Report to the SEC on Form N-30D for the year ended October 31, 2000). In the aggregate, all persons named in Item 2 and Annex A to the Schedule 13D as originally filed on April 1, 1999, which is incorporated herein by reference, beneficially own 8,000 shares of Common Stock, which represents approximately 0.0% of the outstanding shares of Common Stock. (b) Each of Laurence Freedman and Brian Sherman owns 4,000 shares of Common Stock, respectively, with sole voting and dispositive power for all such shares. (c) On January 18, 2001, the Sellers sold 2,742,461 shares of Common Stock to Mira pursuant to the Stock Purchase Agreement. On December 21, 2000, EquitiLink International Limited sold 5,447 shares on the open market at $5.9375 per share. (e) On January 18, 2001, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock. 6 7 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to the undersigned is true, complete and correct. Date: January 22, 2001 /s/ Laurence Freedman ----------------------------------------- Laurence Freedman /s/ Brian Sherman ---------------------------------------- Brian Sherman EQUITILINK LIMITED By: /s/ Barry Sechos ----------------------------------------- Name: Barry Sechos Title: Director EQUITILINK U.S.A., INC. By: /s/ Richard P. Strickler ----------------------------------------- Name: Richard P. Strickler Title: Managing Director 7 -----END PRIVACY-ENHANCED MESSAGE-----