Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
318652104
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(CUSIP Number)
Moritz Sell
Bankgesellschaft Berlin AG
Alexanderplatz 2
D-10178 Berlin
Germany
+44.20.7572.6200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 16, 2004
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(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 Pages
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CUSIP No.: 465395101 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. ID NO. OF ABOVE PERSON
Bankgesellschaft Berlin AG
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2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ]
OF A GROUP (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT [ ]
TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
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NUMBER OF SOLE VOTING POWER 5,374,949
SHARES
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BENEFICIALLY SHARED VOTING POWER
OWNED
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BY EACH SOLE DISPOSITIVE POWER 5,374,949
REPORTING
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PERSON SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 5,374,949
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 32.0%
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14 TYPE OF REPORTING PERSON BK
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Page 2 of 5 Pages
This Amendment No. 6 amends and supplements Items 4 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"). Items not included in this
amendment are not amended and remain as previously reported.
ITEM 4. PURPOSE OF TRANSACTION
The Bank believes that in order to enhance stockholder value it is
imperative that the interests of the Fund's Board of Directors (the "Board") be
aligned with the stockholders. Accordingly, the Bank has notified the Fund that
the Bank proposes to nominate three nominees of the Bank to the Board at the
election scheduled to occur at the Annual Meeting of the Fund in 2004 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 January 16,
2004 (the "Notice"). The names of the persons to be nominated by the Bank to the
Board are Dirk Kipp, Moritz A. Sell and Stefan Bungarten, all of whom are
officers of the Bank.
In addition, the Bank believes that Fund's investment manager,
Aberdeen Asset Managers (C.I.) Limited (the "Investment Manager"), and its
affiliate Aberdeen Asset Management Limited (the "Investment Adviser") (i) have
not taken constructive action to assist the Fund in reducing the discount at
which the Fund's shares have traded to their net asset value and (ii) influenced
the Board in connection with the Board's adoption in January 2003, and earlier,
of overreaching By-Law amendments and the approval of other actions that greatly
inhibit the ability of the Fund's stockholders to exercise appropriate influence
over the affairs of the Fund, including, without limitation, through the
election of stockholder nominees to become members of the Board. Accordingly, as
stated in the Notice, the Bank intends to submit the stockholder proposals to
terminate the Fund's agreements with the Investment Manager and the Investment
Adviser, as set forth in Exhibits A and B hereto, for consideration by the
Fund's stockholders at the Annual Meeting of the Fund in 2004.
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. As stated in the
Notice, the Bank intends to submit a 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 2004.
This 13D filing is occasioned by the Bank's intended submission of
its director nominations and stockholder proposals. The Bank remains open to
discussions of its proposals
Page 3 of 5 Pages
with the Fund and reserves the right to pursue other courses of action
consistent with its goal of maximizing shareholder value.
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 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: January 21, 2004 BANKGESELLSCHAFT BERLIN AG
By: /s/ Dirk Kipp
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Name: Dirk Kipp
Title: Managing Director
By: /s/ Moritz Sell
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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 2004
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 32.0% of the Fund's
outstanding common shares.
The Fund's shares have long traded at a discount to net asset value. 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, we believe that the Manager has influenced the Fund to adopt the
anti-takeover provisions that are currently included in the Fund's By-Laws. We
regard these provisions as inappropriate and over-reaching and thus believe that
the Fund should terminate its relationship with the Adviser.
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 2004 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 32.0% of the Fund's
outstanding common shares.
The Fund's shares have long traded at a discount to net asset value. 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, we believe that the Adviser has influenced the Fund to adopt the
anti-takeover provisions that are currently included in the Fund's By-Laws. We
regard these provisions as inappropriate and over-reaching and thus believe that
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
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 for the Fund's name to reflect the name of its terminated
advisers.