UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)
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)
January 12, 2005
(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 §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o
CUSIP No. 889050 10 0
|
1. |
Names of Reporting Persons. |
|
|
I.R.S. Identification Nos. of above persons (entities only). |
|
Bankgesellschaft Berlin AG |
|
IRS No. |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
[ |
] |
|
(b) |
[ |
] |
3. SEC Use Only
|
4. |
Source of Funds (See Instructions) |
|
5. |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
o |
|
6. |
Citizenship or Place of Organization |
|
Federal Republic of Germany |
Number of |
7. |
Sole Voting Power: 1,131,550 |
Shares Bene-
ficially |
8. |
Shared Voting Power: |
Owned by Each
Reporting |
9. |
Sole Dispositive Power: |
4,351,550 |
Person with:
|
10. |
Shared Dispositive Power: |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
|
4,351,550 |
|
12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
| |
|
o | |||
|
13. |
Percent of Class Represented by Amount in Row (11) |
25.9% |
|
14. |
Type of Reporting Person (See Instructions) |
BK |
-2-
This Amendment No. 14 amends and supplements items 2, 4 and 5 and Annex A 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"). The amendment to Annex attached hereto sets forth the name, address and principal occupation of each director and executive officer of the Bank. All of the individuals listed on Annex A are citizens of the Federal Republic of Germany. Statements that are not modified in this amendment are not amended and remain as previously reported.
Item 2. Identity and Background
The Bank notes that every time the Bank amends Annex A to the Bank's Schedule 13D, the Bank automatically reiterates, unless otherwise explicitly set forth in such amendment, the statement made in Item 2 of the Bank's Amendment No. 7 to its Schedule 13D. Such statement is as follows: Based on the information about the persons listed on Annex A that is available to the Bank pursuant to German labor law (including a police certificate of no criminal record), the Bank is unaware of any information that would render incorrect the statements in (d) and (e) of Item 2 of the Bank's Statement on Schedule 13D with respect to the persons listed in Annex A.
Item 4. Purpose of Transaction
In Amendment No. 13 to this Statement of Schedule 13D the Bank reported that it had commenced sales of shares of Common Stock pursuant to a registration statement (the Registration Statement) filed by the Fund on the Banks behalf to permit such sales in a registered public offering under the Securities Act of 1933. As of the date of this Amendment, the Bank has effected the additional sales set forth in item 5 below pursuant to the Registration Statement. The Bank expects to sell additional shares pursuant to the Registration Statement in accordance with the plan of distribution set forth therein but reserves the rights to cease such sales at any time and to sell other shares pursuant to the terms of rule 144 under the Securities Act of 1933.
Item 5. Interest in Securities of the Issuer
(a) and (b) According to the prospectus included in the Registration Statement, there were 16,803,510 shares of Common Stock outstanding at November 23, 2005. The percentages set forth in this Item 5(a) are derived using such number. For purposes of rule 13d-3 under the Securities Exchange Act of 1934 (the Exchange Act), the Bank deems itself to be the beneficial owner of 4,351,550 shares of Common Stock, which constitute approximately 25.9% of the outstanding shares. Of such shares, the Bank has economic beneficial ownership of, and exercises sole voting and dispositional authority over, 1,131,550 shares (or approximately 6.7% of the outstanding shares) and has the right to acquire 3,220,000 shares (or approximately 19.2% of the outstanding shares) pursuant to the options described in Item 5 of Amendment No. 13 to this Statement on Schedule 13D (the Options), which are exercisable only on July 3, 2006. Pending exercise of the Options, the Bank possesses neither voting nor dispositional control over the shares that may be acquired pursuant thereto but possesses dispositional authority over the Options. Pursuant to rule 13d-3(d)(1)(i) under the Exchange Act, the Bank deems itself to beneficially own the shares that may be acquired upon exercise of the Options.
(c) In addition to sales reported in Amendment Nos. 12 and 13 to this Statement on Schedule 13D, during the last 60 days the Bank has effected the following sales of shares of Common Stock in at-the-market transactions on the American Stock Exchange pursuant to the Registration Statement:
DATE |
NUMBER OF SHARES |
PRICE PER SHARE (excluding brokerage commissions) |
January 3, 2006 |
7,500 |
$12.75 |
January 4, 2006 |
50,000 |
$12.9267 |
January 5, 2006 |
13,000 |
12.9151 |
January 6, 2006 |
41,000 |
$12.7062 |
January 9, 2006 |
13,000 |
$12.7865 |
January 10, 2006 |
12,000 |
$12.6386 |
January 11, 2006 |
2,500 |
$12.97 |
January 12, 2006 |
50,000 |
$12.9905 |
-3-
January 13, 2006 |
4,000 |
$13.0000 |
January 17, 2006 |
30,000 |
$13.0778 |
January 19, 2006 |
20,000 |
$13.0006 |
January 20, 2006 |
8,500 |
$13.0500 |
Signature
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: January 23, 2006
BANKGESELLSCHAFT BERLIN AG
By: /s/ Dirk Kipp
Name: Dirk Kipp
|
Title: |
Managing Director |
By: /s/ Moritz Sell
Name: Moritz Sell
|
Title: |
Director |
-4-
Amendments to Annex A
Unless otherwise indicated, the business address for all individuals listed in this Annex A is Bankgesellschaft Berlin AG, Alexanderplatz 2, D-10178 Berlin, Federal Republic of Germany.
Members of the Managing Board
Name and Address |
Principal Occupation |
Hans-Jörg Vetter |
Chairman of the Managing Board of |
Serge Demolière |
Member of the Managing Board of |
Uwe Kruschinski |
Member of the Managing Board of |
Martin Klaus Müller |
Member of the Managing Board of |
Dr. Thomas Veit |
Member of the Managing Board of |
Executive Officers
Name and Address |
Principal Occupation |
Alt, Volker |
Managing Director of Bankgesellschaft Berlin AG |
Boenke, Frank-Michael |
Managing Director of Bankgesellschaft Berlin AG |
Brummel, Beate |
Managing Director of Bankgesellschaft Berlin AG |
-5-
Burmester, Dr. Christian |
General Manager of Bankgesellschaft Berlin AG |
Butzer, Arnold |
Managing Director of Bankgesellschaft Berlin AG |
Günther, Steffen |
Managing Director of Bankgesellschaft Berlin AG |
Gottschalk, Gudrun |
Managing Director of Bankgesellschaft Berlin AG |
Hirschhaeuser, Dr. Karl-Friedrich |
Managing Director of Bankgesellschaft Berlin AG |
Kipp, Dirk |
Managing Director of Bankgesellschaft Berlin AG |
Lange, Axel |
Managing Director of Bankgesellschaft Berlin AG |
Papesch, Uwe |
Managing Director of Bankgesellschaft Berlin AG |
Pritzsche, Wolfgang |
Managing Director of Bankgesellschaft Berlin AG |
-6-
Reutter, Dr. Georg |
Managing Director of Bankgesellschaft Berlin AG |
Roller, Gerhard |
Managing Director of Bankgesellschaft Berlin AG |
Scheer, Heinz-Günter |
Managing Director of Bankgesellschaft Berlin AG |
Schölper, Siegfried |
Managing Director of Bankgesellschaft Berlin AG |
Schroeder, Bartho |
Managing Director of Bankgesellschaft Berlin AG |
-7-