-----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, R5Pz46UBrUSbk4McoPVZi3r7cm25uKbYLy2XsW6a1NmUzmCX4XgR127w4iFesnJR OvxvKe/68zLRth3TX86R+g== /in/edgar/work/20000919/0000930413-00-001252/0000930413-00-001252.txt : 20000923 0000930413-00-001252.hdr.sgml : 20000923 ACCESSION NUMBER: 0000930413-00-001252 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000919 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RESMED INC CENTRAL INDEX KEY: 0000943819 STANDARD INDUSTRIAL CLASSIFICATION: [3841 ] IRS NUMBER: 980152841 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-45187 FILM NUMBER: 724790 BUSINESS ADDRESS: STREET 1: 10121 CARROLL CANYON RD STREET 2: SUITE 311 CITY: SAN DIEGO STATE: CA ZIP: 92131-1109 BUSINESS PHONE: 6196892400 MAIL ADDRESS: STREET 1: 10121 CARROLL CANYON RD CITY: SAN DIEGO STATE: CA ZIP: 92131-1109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH BANK OF AUSTRALIA CENTRAL INDEX KEY: 0000008565 STANDARD INDUSTRIAL CLASSIFICATION: [6029 ] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 48 MARTIN PLACE STREET 2: 48 MARTIN PLACE CITY: SYDNEY N S W 2000 AU STATE: C3 BUSINESS PHONE: 61293783321 MAIL ADDRESS: STREET 1: 1114 AVE OF THE AMERICAS STREET 2: C/O THOMAS J RICE COUDERT BROS CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G 1 0001.txt STATEMENT OF BENEFICIAL OWNERSHIP [COUDERT BROTHERS LETTERHEAD] 1934 Act Rule 13d-1 September 18, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: 1934 Act Filing Desk Ladies and Gentlemen: SCHEDULE 13G FOR COMMONWEALTH BANK OF AUSTRALIA REGARDING RESMED INC. On behalf of the Commonwealth Bank of Australia ("CBA"), attached is a Schedule 13G relating to the ownership of CBA in Resmed Inc. (the "Company") filed through the EDGAR system. This Schedule 13G is filed by the CBA to report its ownership of 39,360,738 CHESS Depository Interests ("CDIs") with such CDIs representing 3,936,074 Shares of Common Stock of the Company. The CDIs are traded on the Australian Stock Exchange (the "ASX"). The CDIs of the Company were acquired by CBA on June 13, 2000, being the date that CBA merged with Colonial Limited ("Colonial") and CBA assumed management of the funds management operations previously operated by Colonial. The CDIs of the Company were acquired on the ASX by the Colonial First State Investment Group Limited, Commonwealth Investment Services Limited and Commonwealth Funds Management Limited, all of which are wholly owned subsidiaries of CBA (collectively the "Fund Managers"). The Fund Managers hold the CDIs for clients who share voting and dispositive power with Fund Managers over the CDIs. CBA failed to timely file this Schedule 13G as it did not appreciate the extent of its clients' holdings in the CDIs until after the merger with Colonial on June 13, 2000. CBA apologizes for this late filing but has taken action to rectify the situation as soon as it realized the failure to timely file the Schedule 13G. Yours sincerely, /s/ Warren Scott Warren Scott Direct line (61-2) 9930-7680 Partner Warren Scott Direct fax (61-2) 9930-7117 Email warren.scott@sydney.coudert.com Enc SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- SCHEDULE 13G (RULE 13D-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. ___________)(1) RESMED INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 761152107 - -------------------------------------------------------------------------------- (CUSIP Number) JUNE 13, 2000 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) (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 the disclosures provided in a prior cover page. The information required in 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 7 - -------------------------------------------------------------------------------- CUSIP No. 761152107 13G Page 2 of 7 Pages - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Commonwealth Bank of Australia - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Australia - -------------------------------------------------------------------------------- NUMBER OF | 5. Sole Voting Power SHARES |------------------------------------------------------ BENEFICIALLY | 6. Shared Voting Power 3,936,074 OWNED BY |------------------------------------------------------ EACH | 7. Sole Dispositive Power REPORTING |------------------------------------------------------ PERSON WITH | 8. Shared Dispositive Power 3,936,074 - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,936,074 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.87% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 7 ITEM 1(a). Name of Issuer: Resmed Inc ITEM 1(b). Address of Issuer's Principal Executive Offices: 10121 Carroll Canyon Road San Diego California 92121-1109 ITEM 2(a). Name of Person Filing: Commonwealth Bank of Australia ITEM 2(b). Address of Principal Business Office or, if none, Residence: 48 Martin Place, Level 2 Sydney NSW 2000 ITEM 2(c). Citizenship: Australia ITEM 2(d). Title of Class of Securities: Common Stock ITEM 2(e). CUSIP Number: 761152107 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) |_| Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) |_| Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) |_| An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); Page 3 of 7 (f) |_| An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) |_| A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); (h) |_| A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). ITEM 4. OWNERSHIP. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 3,936,074 as represented by 39,360,738 CHESS Depositary Interests(2) (b) Percent of class: 12.87% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 3,936,074 as represented by 39,360,738 CHESS Depositary Interests(2) - -------- (2) The Reporting Person ("CBA") beneficially owns 39,360,738 CHESS Depository Interests ("CDIs") with such CDIs representing 3,936,074 shares of Common Stock of Resmed Inc. The CDIs are traded on the Australian Stock Exchange (the "ASX"). The CDIs were acquired by CBA on June 13, 2000, being the date that CBA merged with Colonial Limited ("Colonial") and CBA assumed management of the funds management operations previously operated by Colonial. The CDIs of Resmed Inc. were acquired on the ASX by the Colonial First State Investment Group Limited, Commonwealth Investment Services Limited and Commonwealth Funds Management Limited, all of which are wholly owned subsidiaries of CBA (collectively the "CBA Fund Managers"). The CBA Fund Managers hold the CDIs for clients who have shared voting and dispositive power with CBA Fund Managers over the CDIs. Page 4 of 7 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 3,936,074 as represented by 39,360,738 CHESS Depository Interests(2) ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Clients of the CBA Fund Managers, all wholly owned subsidiaries of the Reporting Person, have the ultimate right to receive any dividends from the common stock beneficially owned by the Reporting Person and the proceeds from the sale of such securities. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY See Exhibit A. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable ITEM 10. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 5 of 7 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. Date: September 18, 2000 COMMONWEALTH BANK OF AUSTRALIA By: /s/ KEVIN BOURKE ------------------------- Name: Kevin Bourke Title: Assistant Secretary Page 6 of 7 EXHIBIT A SUBSIDIARIES ACQUIRING SECURITIES BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON Colonial First State Investment Group Limited Commonwealth Funds Management Limited Commonwealth Investment Services Limited Page 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----