-----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, M6iJp65lm27TnqYmzk+XCQS10ZDYGVxmom89hOr6tWaZE63FGE0U51YonbzGUtjn XA6He5FylGDx98Na34vBcw== 0000950136-02-003412.txt : 20021206 0000950136-02-003412.hdr.sgml : 20021206 20021206122302 ACCESSION NUMBER: 0000950136-02-003412 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RESMED INC CENTRAL INDEX KEY: 0000943819 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 980152841 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45187 FILM NUMBER: 02850619 BUSINESS ADDRESS: STREET 1: 14040 DANIELSON ST CITY: POWAY STATE: CA ZIP: 9260468579 BUSINESS PHONE: 6196892400 MAIL ADDRESS: STREET 1: 14040 DANIELSON ST CITY: POWAY STATE: CA ZIP: 9260468579 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH BANK OF AUSTRALIA CENTRAL INDEX KEY: 0000008565 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 48 MARTIN PLACE CITY: SYDNEY N S W 2000 AU STATE: C3 BUSINESS PHONE: 6129378332 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/A 1 file001.txt AMENDMENT TO SCHEDULE 13G 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. 3 )(1) ------------- RESMED INC - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 761152107 - -------------------------------------------------------------------------------- (CUSIP Number) NOVEMBER 19, 2002 - -------------------------------------------------------------------------------- (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). - -------------------------------------------------------------------------------- CUSIP No. 761152107 13G - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Commonwealth Bank of Australia IRS Identification No. - N/A - Foreign Corporation - -------------------------------------------------------------------------------- 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 3,311,713 OWNED BY ----------------------------------------------------- EACH 7. Sole Dispositive Power REPORTING ----------------------------------------------------- PERSON WITH 8. Shared Dispositive Power 3,311,713 - -------------------------- ----------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,311,713 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.06%(2) - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------------------- (2) See Item 4(a). 2 - -------------------------------------------------------------------------------- CUSIP No. 761152107 13G - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Colonial First State Investment Group Limited IRS Identification No. - N/A - Foreign Corporation - -------------------------------------------------------------------------------- 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 2,902,642 OWNED BY ----------------------------------------------------- EACH 7. Sole Dispositive Power REPORTING ----------------------------------------------------- PERSON WITH 8. Shared Dispositive Power 2,902,642 - -------------------------- ----------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,902,642 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.82% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3
ITEM 1(a). Name of Issuer: ResMed Inc ITEM 1(b). Address of Issuer's Principal Executive Offices: 14040 Danielson St. Poway CA 92064-6857 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 1155 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 RULE 13d-1(b) OR RULE 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 Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 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); 4 (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 Rule 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: 3,311,713 as represented by 33,117,132 CHESS Depositary Interests(3) (b) Percent of class: 10.06% (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) The first Reporting Person, the Commonwealth Bank of Australia ("CBA"), beneficially owns 33,117,132 CHESS Depository Interests ("CDIs") with such CDIs representing 3,311,713 shares of Common Stock of ResMed Inc. The CDIs are traded on the Australian Stock Exchange (the "ASX"). Except as specified below, the CDIs of ResMed Inc were acquired on the ASX by Colonial First State Investment Group Limited ("Colonial First State"), Commonwealth Investment Services Limited ("CISL") and Commonwealth Funds Management Limited ("CFML"), all of which are wholly owned subsidiaries of CBA (collectively the "CBA Fund Managers"). The second Reporting Person, Colonial First State, beneficially owns 29,026,426 CDIs with such CDIs representing 2,902,642 shares of Common Stock of ResMed Inc. CISL beneficially owns 3,699,323 CDIs with such CDIs representing 369,932 shares of Common Stock of ResMed Inc. CFML beneficially owns 391,383 CDIs with such CDIs representing 39,138 shares of Common Stock of ResMed Inc. The CBA Fund Managers hold these CDIs for clients who have shared voting and dispositive power with CBA Fund Managers over the CDIs. Colonial First State, as the responsible entity under Australian law of the "First Choice" funds, has outsourced, to external managers unrelated to CBA, certain voting and dispositive functions over securities acquired by these external managers and held in these funds, including ResMed Inc CDIs. Under these outsourcing arrangements, these external managers have acquired 665,705 CDIs, representing 66,570 shares of Common Stock of ResMed Inc, on behalf of Colonial First State. CISL, as the responsible entity under Australian law of certain of the "Commonwealth Investment Management" funds, has outsourced, to Commonwealth Life Limited ("CLL"), and Commonwealth Managed Investments Limited ("CMIL"), both wholly owned subsidiaries of CBA, certain voting and dispositive functions over securities acquired by CLL and CMIL and held in these funds, including ResMed Inc CDIs. Under these outsourcing arrangements, CMIL has acquired 1,856,816 CDIs, with such CDIs representing 185,681 shares of Common Stock of ResMed Inc, on behalf of CISL, and CLL has acquired 891,257 CDIs, with such CDIs representing 89,125 shares of Common Stock of ResMed Inc, on behalf of CISL. 5 3,311,713 as represented by 33,117,132 CHESS Depositary Interests (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 3,311,713 as represented by 33,117,132 CHESS Depositary Interests ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable 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 first Reporting Person, have the ultimate right to receive any dividends from the common stock beneficially owned by the Reporting Persons 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. This Schedule is filed on behalf of Commonwealth Bank of Australia and Colonial First State Investment Group Limited. The agreement to this effect is contained in Exhibit B. 6 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: December 6, 2002 COMMONWEALTH BANK OF AUSTRALIA By: /s/ John Damien Hatton ------------------------ Name: John Damien Hatton Title: Company Secretary COLONIAL FIRST STATE INVESTMENT GROUP LIMITED By: /s/ Peter Sipek ----------------------- Name: Peter Sipek Title: Senior Manager, Investment Management Support 7 EXHIBIT A Subsidiaries Acquiring Securities Being Reported on --------------------------------------------------- By the Parent Holding Company or Control Person ----------------------------------------------- Colonial First State Investment Group Limited Commonwealth Investment Services Limited Commonwealth Life Limited Commonwealth Managed Investments Limited Commonwealth Funds Management Limited EXHIBIT B The undersigned hereby agree that they are filing this Schedule 13G amendment jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G amendment and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. COMMONWEALTH BANK OF AUSTRALIA By: /s/ John Damien Hatton ------------------------ Name: John Damien Hatton Title: Company Secretary COLONIAL FIRST STATE INVESTMENT GROUP LIMITED By: /s/ Peter Sipek ----------------------- Name: Peter Sipek Title: Senior Manager, Investment Management Support -----END PRIVACY-ENHANCED MESSAGE-----