-----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, VV3LpiuaQjsNIhFq1l8buh40CMqcPjWc6lMDYefAPPOHPBe4rKcy8HyAnhdCznij eWwVp7bua1CUbk2ecQ6jQQ== 0000950136-02-003543.txt : 20021223 0000950136-02-003543.hdr.sgml : 20021223 20021223100929 ACCESSION NUMBER: 0000950136-02-003543 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKGESELLSCHAFT BERLIN AG CENTRAL INDEX KEY: 0001038872 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ALEXANDERPLATZ 2 CITY: 10178 BERLIN GERMANY MAIL ADDRESS: STREET 1: ALEXANDERPLATZ 2 CITY: 10178 BERLIN GERMANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ABERDEEN AUSTRALIA EQUITY FUND INC CENTRAL INDEX KEY: 0000779336 IRS NUMBER: 133304681 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46244 FILM NUMBER: 02866127 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 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AUSTRALIA FUND INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 file001.txt AMENDMENT NO 2 TO SCHEDULE 13D Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Aberdeen Australia Equity Fund, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 318652104 - -------------------------------------------------------------------------------- (CUSIP Number) Moritz Sell Bankgesellschaft Berlin AG Alexanderplatz 2 D-10178 Berlin Germany +44.20.7572.6200 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 23, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] Page 1 of 5
- ---------------------------------------- -------------------------------------- CUSIP No.: 465395101 13D Page 2 of 5 Pages - ---------------------------------------- -------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. ID NO. OF ABOVE PERSON Bankgesellschaft Berlin AG - ---------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A 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 ITEM 2(d) OR 2(e) - ---------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany - ---------------------------------------------------------------------------------------------------------------------- NUMBER OF SOLE VOTING POWER 5,374,949 SHARES ----------------------------------------------------------------------------------------- BENEFICIALLY SHARED VOTING POWER OWNED ----------------------------------------------------------------------------------------- BY EACH SOLE DISPOSITIVE POWER 5,374,949 REPORTING ----------------------------------------------------------------------------------------- PERSON SHARED DISPOSITIVE POWER WITH - ---------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,374,949 - ---------------------------------------------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ---------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.4 % - ---------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON BK - ----------------------------------------------------------------------------------------------------------------------
This Amendment No. 4 amends and supplements Items 3, 4, 5 and 7 of the Statement on Schedule 13D of Bankgesellschaft Berlin AG (the "Bank") with respect to the shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Aberdeen Australia Equity Fund Inc. (the "Fund"). ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The source of the funds used by the Bank to purchase shares of Common Stock listed in Item 5(c) was working capital. The amount of the funds used to purchase such shares aggregated approximately $27,637,984.96 (exclusive of commissions). ITEM 4. PURPOSE OF TRANSACTION In the Bank's initial filing of its Schedule 13D, the Bank indicated that it might consider seeking representation of the Board of Directors of the Fund (the "Board"). The Bank believes that in order to enhance stockholder value it is imperative that the interests of the Board be aligned with the stockholders, and not with the management of the Fund or its investment adviser. Accordingly, the Bank has notified the Fund that the Bank proposes tonominate four nominees of the Bank to the Board at the election scheduled to occur at the Annual Meeting of the Fund in 2003 and, in connection therewith, delivered written notice of such nominations, as well as the other matters specified below, to the Secretary of the Fund on December 20, 2002 (the "Notice"). The names of the persons to be nominated by the Bank to the Board are Dirk Kipp, Gregory L. Melville, Moritz A. Sell and Stefan Bungarten, all of whom are officers of the Bank. In addition, the Bank indicated in its initial filing of its Schedule 13d that it might consider taking other actions to maximize the return on its investment of the Common Shares. The Bank believes that in order to enhance stockholder value the current investment management agreement by and between the Fund and Aberdeen Asset Managers (C.I.) Limited "Investment Management Agreement" and the current advisory agreement by and between the Fund and Aberdeen Asset Management Limited (the "Investment Advisory Agreement") should be terminated. The Bank intends to submit the stockholder proposals to terminate the Investment Management Agreement and the Investment Advisory Agreement as set forth in Exhibits A and B hereto for consideration by the Fund's stockholders at the Annual Meeting of the Fund in 2003 and so stated in the Notice. The Bank further believes that, in connection with the proposed termination of the Investment Management Agreement and the Advisory Agreement, the name of the Fund should be changed to adopt a new name which does not associate the Fund with the Investment Manager and Adviser. The Bank's proposed new name of the Fund would be The Australia Equity Fund. The Bank intends to submit the stockholder proposal to urge the board of directors of the Fund to approve the name change as set forth in Exhibit C hereto for consideration by the Fund's stockholders at the Annual Meeting of the Fund in 2003 and so stated in the Notice Page 3 of 5 Pages This 13D filing is occasioned by the Bank's intended submission of its director nominations and stockholder proposals. Except as set forth herein and in the Schedule 13D and amendments thereto previously filed by the Bank, the Bank has not formulated any plans or proposals which relate to or would result in any of the transactions described in paragraphs (a) through (j) of Item 4. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) According to the Semi-annual Report dated July 12, 2002, as of April 30, 2002, there were 17,107,898 shares of Common Stock outstanding. The percentage set forth in this Item 5(a) was derived using such number. The Bank is the beneficial owner of 5,374,949 shares of Common Stock, which constitute approximately 31.4% of the outstanding shares of Common Stock. (b) The Bank has sole power to vote and to dispose of the shares of Common Stock owned by it. (c) During the last sixty days, the Bank has effected the following purchases of shares of Common Stock: Date Number of Shares Price Per Share ------ ---------------- --------------- October 22, 2002 5,348,149 $5.1436 November 1, 2002 15,000 $5.82 November 20, 2002 7,200 $5.8258 (d) No person other than the Bank has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by the Bank. (e) Inapplicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A. Stockholder Proposal relating to Investment Management Agreement. Exhibit B. Stockholder Proposal relating to Advisory Agreement. Exhibit C. Stockholder Proposal relating to name change. Page 4 of 5 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: December 23, 2002 BANKGESELLSCHAFT BERLIN AG By: /s/ Dirk Kipp -------------------------- Name: Dirk Kipp Title: Managing Director By: /s/ Moritz Sell -------------------------- Name: Moritz Sell Title: Director PAge 5 of 5 Pages EXHIBIT A. Stockholder Proposal PROPOSAL: "That the investment management agreement by and between the Fund and Aberdeen Asset Managers (C.I.) Limited be and hereby is terminated upon expiration of the sixty (60) day period beginning with the date of the 2003 Annual Meeting of the Fund." Statement Bankgesellschaft Berlin A.G. is a significant stockholder in the Fund, currently holding approximately 5,374,949 shares or approximately 31.4% of the Fund's outstanding common shares. The Fund's shares have long traded at a discount to net asset value. At December 13, 2002, the Fund's discount stood at 11.26%. The average weekly discount to net asset value over the period January 4, 2002 to December 13, 2002 was 12.86%. We believe that the persistence of the discount is largely the fault of Aberdeen Asset managers (C.I.) Limited, the Fund's investment manager (the "Manager"), and its affiliate Aberdeen Asset Management Limited, the Fund's investment adviser. Because the Manager has not taken, or caused the Fund to take, aggressive steps to eliminate the discount, we are proposing that the investment management agreement between the Fund and the Manager be terminated. In addition, regulatory authorities in the United Kingdom have initiated investigations regarding the operations of the Manager or its affiliates. These investigations have generated negative publicity regarding the Manager. We believe that, to avoid being associated with such negative publicity, the Fund should terminate its relationship with the Manager. EXHIBIT B. Stockholder Proposal PROPOSAL: "That the advisory agreement by and between the Fund and Aberdeen Asset Management Limited be and hereby is terminated upon expiration of the sixty (60) day period beginning with the date of the 2003 Annual Meeting of the Fund." Statement Bankgesellschaft Berlin A.G. is a significant stockholder in the Fund, currently holding approximately 5,374,949 shares or approximately 31.4% of the Fund's outstanding common shares. The Fund's shares have long traded at a discount to net asset value. At December 13, 2002, the Fund's discount stood at 11.26%. The average weekly discount to net asset value over the period January 4, 2002 to December 13, 2002 was 12.86%. We believe that the persistence of the discount is largely the fault of Aberdeen Asset Management Limited, the Fund's investment adviser (the "Adviser"), and its affiliate, Aberdeen Asset managers (C.I.) Limited, the Fund's investment manager. Because the Adviser has not taken, or caused the Fund to take, aggressive steps to eliminate the discount, we are proposing that the advisory agreement between the Fund and the Advisor be terminated. In addition, regulatory authorities in the United Kingdom have initiated investigations regarding the operations of the Adviser or its affiliates. These investigations have generated negative publicity regarding the Adviser. We believe that, to avoid being associated with such negative publicity, the Fund should terminate its relationship with the Adviser. EXHIBIT C. Stockholder Proposal PROPOSAL: "To strongly urge the board of directors of the Fund to consider and act upon an amendment to the Fund's Articles of Incorporation to change the name of the Fund to The Australia Equity Fund." Statement This proposal is made for two reasons. First, if the Fund's investment management and advisory arrangements with the Investment Manager and the Adviser are terminated, we believe that it will no longer be appropriate to for the Fund's name to reflect the name of its terminated advisers. Second, regulatory authorities in the United Kingdom have initiated investigations regarding the operations of the Investment Manager and Adviser. These investigations have generated negative publicity regarding the Investment Manager and Adviser. We believe that, to avoid being associated with such negative publicity, the Fund should change its name to remove any reference to the Investment Manager and Adviser, even if the Fund's investment management and advisory arrangements with the Investment Manager and the Adviser are not terminated. -----END PRIVACY-ENHANCED MESSAGE-----