SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on May 30, 2001
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)(1)
RESMED INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
761152107
- --------------------------------------------------------------------------------
(CUSIP Number)
DECEMBER 31, 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).
- --------------------------------------------------------------------------------
CUSIP No. 761152107 13G Page 2 of 9 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 4,390,485
OWNED BY --------------------------------------------------------
EACH 7. Sole Dispositive Power
REPORTING --------------------------------------------------------
PERSON WITH 8. Shared Dispositive Power 4,390,485
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,390,485
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.1%1
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON* CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------
(2) See Item 4(a)
- --------------------------------------------------------------------------------
CUSIP No. 761152107 13G Page 3 of 9 Pages
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY).
Colonial First State Investment Group Limited
- --------------------------------------------------------------------------------
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 4,171,282
OWNED BY ----------------------------------------------------
EACH 7. Sole Dispositive Power
REPORTING ----------------------------------------------------
PERSON WITH
8. Shared Dispositive Power 4,171,282
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,171,282
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.4%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON* CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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 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);
(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:
4,390,485 as represented by 43,904,852 CHESS
Depositary Interests(3)
(b) Percent of class:
14.1%
(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:
4,390,485 as represented by 43,904,852 CHESS
Depositary Interests(3)
- --------------
(3) The first Reporting Person, the Commonwealth Bank of Australia ("CBA")
beneficially owns 43,904,852 CHESS Depository Interests ("CDIs") with such CDIs
representing 4,390,485 shares of Common Stock of Resmed Inc. The CDIs are traded
on the Australian Stock Exchange (the "ASX"). The CDIs of Resmed Inc. were
acquired on the ASX by the Colonial First State Investment Group Limited
("Colonial First State"), 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.
The second Reporting Person, Colonial First State, beneficially owns 41,712,817
CDIs with such CDIs representing 4,171,282 shares of Common Stock of Resmed Inc.
Commonwealth Investment Services Limited beneficially owns 1,450,546 CDIs with
such CDIs representing 145,055 shares of Common Stock of Resmed Inc, and
Commonwealth Funds Management Limited beneficially owns 741,489 CDIs with such
CDIs representing 74,149 shares of Common Stock of Resmed Inc.
(iii) Sole power to dispose or to direct the
disposition of:
0
(iv) Shared power to dispose or to direct the
disposition of:
4,390,485 as represented by 43,904,852 CHESS
Depositary Interests(3)
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.
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: 29 May 2001
COMMONWEALTH BANK OF
AUSTRALIA
By: /s/ Kevin Bourke
---------------------------
Name: Kevin Bourke
Title: Assistant Secretary
COLONIAL FIRST STATE
INVESTMENT GROUP LIMITED
By: /s/ Peter Sipek
---------------------------
Name: Peter Sipek
Title: Senior Manager,
Investment
Management Support
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
EXHIBIT B
For the purposes of Rule 13d-1(k), the Commonwealth Bank of Australia and
Colonial First State Investment Group Limited hereby agree that this Schedule
13G amendment is filed on behalf of each of them.
Date: 29 May 2001
COMMONWEALTH BANK OF
AUSTRALIA
By: /s/ Kevin Bourke
----------------------------
Name: Kevin Bourke
Title: Assistant Secretary
COLONIAL FIRST STATE
INVESTMENT GROUP LIMITED
By: /s/ Peter Sipek
-----------------------------
Name: Peter Sipek
Title: Senior Manager,
Investment
Management Support