UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
The First Australia Fund, Inc.
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(Name of Issuer)
Common Stock ($.01 par value)
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(Title of Class of Securities)
318652104
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(CUSIP Number)
Meredith M. Brown, Esq.
Debevoise & Plimpton
875 Third Avenue
New York, NY 10022
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 23, 1999
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.240.13d-1(e), (f) or (g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See ss.240.13d-7(b) for other
parties to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes 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).
(Continued on the following pages)
<PAGE>
CUSIP No. 318652104 13D Page 2 of 9
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1 Name of Reporting Person
I.R.S. Identification No. of Above Person
Laurence Freedman
I.R.S. No.
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds
AF, PF
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5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
Australia
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7 Sole Voting Power
Number of None
Shares -----------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by 1,674,689
Each -----------------------------------------------------
Reporting 9 Sole Dispositive Power
Person None
With -----------------------------------------------------
10 Shared Dispositive Power
1,674,689
-----------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,674,689
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13 Percent of Class Represented by Amount in Row (11)
9.7%
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14 Type of Reporting Person
IN
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(Continued on the following pages)
<PAGE>
CUSIP No. 318652104 13D Page 3 of 9
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1 Name of Reporting Person
I.R.S. Identification No. of Above Person
Brian Sherman
I.R.S. No.
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds
AF, PF
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5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
Australia
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7 Sole Voting Power
Number of None
Shares -----------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by 1,674,689
Each -----------------------------------------------------
Reporting 9 Sole Dispositive Power
Person None
With -----------------------------------------------------
10 Shared Dispositive Power
1,674,689
-----------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,674,689
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
9.7%
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14 Type of Reporting Person
IN
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(Continued on the following pages)
<PAGE>
CUSIP No. 318652104 13D Page 4 of 9
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1 Name of Reporting Person
I.R.S. Identification No. of Above Person
EquitiLink Limited
I.R.S. No.
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds
AF, WC
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5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
New South Wales, Australia
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7 Sole Voting Power
Number of None
Shares -----------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by 1,171,227
Each -----------------------------------------------------
Reporting 9 Sole Dispositive Power
Person None
With -----------------------------------------------------
10 Shared Dispositive Power
1,171,227
-----------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,171,227
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13 Percent of Class Represented by Amount in Row (11)
6.8%
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14 Type of Reporting Person
HC, CO
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(Continued on the following pages)
<PAGE>
CUSIP No. 318652104 13D Page 5 of 9
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1 Name of Reporting Person
I.R.S. Identification No. of Above Person
EquitiLink U.S.A., Inc.
I.R.S. No. 521635331
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds
AF
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5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
Delaware
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7 Sole Voting Power
Number of None
Shares -----------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by 453,400
Each -----------------------------------------------------
Reporting 9 Sole Dispositive Power
Person None
With -----------------------------------------------------
10 Shared Dispositive Power
453,400
-----------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
453,400
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13 Percent of Class Represented by Amount in Row (11)
2.6%
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14 Type of Reporting Person
CO
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<PAGE>
Page 6 of 9
Statement on Schedule 13D
-------------------------
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock"), of The First
Australia Fund, Inc. (the "Fund"), a corporation organized under the laws of the
State of Maryland and registered as an investment company under the Investment
Company Act of 1940, as amended (the "Investment Company Act"), which has its
principal executive offices at Gateway Center 3, 100 Mulberry Street, Newark,
New Jersey 07102.
Item 2. Identity and Background.
This Schedule 13D is being filed by Laurence Freedman, Brian Sherman,
EquitiLink Limited and EquitiLink U.S.A., Inc. ("EquitiLink U.S.A."; together
with Laurence Freedman, Brian Sherman and EquitiLink Limited, the "Reporting
Persons"). EquitiLink Limited is a company organized under the laws of New South
Wales, Australia, and is the holding company of EquitiLink Australia Limited
("EAL"). EAL, a registered investment adviser, is the Fund's Investment Adviser.
EquitiLink Limited is a direct wholly owned subsidiary of EquitiLink Holdings
Limited, a holding company organized under the laws of New South Wales,
Australia ("EHL"). The principal business offices of EquitiLink Limited and EHL
are located at Level 3, 190 George Street, Sydney, NSW 2000, Australia.
EquitiLink U.S.A. is a wholly owned subsidiary of EquitiLink International
Management Limited, a registered investment adviser organized under the laws of
Jersey, Channel Islands ("EIML"), which is the Fund's Investment Manager.
EquitiLink U.S.A. engages in marketing for the EquitiLink group. The principal
business offices of EquitiLink U.S.A. are located at 45 Broadway, 31st Floor,
New York, New York 10006. EIML's principal business offices are located at P.O.
Box 578, St. Helier, Jersey, Channel Islands, JE4 5XB.
Laurence Freedman and Brian Sherman indirectly own approximately 85% of
each of EHL and EIML.
The names, addresses, principal occupations and citizenship of the
executive officers and directors of EquitiLink Limited and EquitiLink U.S.A.,
Inc. are set forth in Annex A hereto and are incorporated herein by reference.
No person named in this Item 2, or in Annex A hereto, has been convicted
during the last five years in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or has been during the last five years a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding is or has been subject to any
civil judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of Common Stock acquired by the Reporting Persons were acquired
for an
<PAGE>
Page 7 of 9
aggregate purchase price of approximately $14.0 million, of which approximately
$6.3 million came from treasury reserves of EquitiLink Limited; approximately
$1.9 million was borrowed by EquitiLink Limited from each of Hestian Pty.
Limited, a company controlled by Brian Sherman, and Link Enterprises (Holding)
Pty. Limited, a company controlled by Laurence Freedman, each on ordinary
commercial terms; and approximately $3.9 million as a capital contribution to
EquitiLink U.S.A. from EIML. Messrs. Freedman and Sherman each purchased 4,000
shares with $31,500 of personal funds.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the shares of Common Stock reported herein
for investment purposes in light of their confidence in the strong growth
prospects for the Australian equity markets and in the Fund's effectiveness as a
vehicle for investing in Australia. In addition, the Reporting Persons desire to
demonstrate their confidence in, and commitment to, the Fund in light of certain
shareholder proposals to be presented at the Fund's annual meeting on April 23,
1999 (the "Annual Meeting"), which proposals are discussed in the Fund's Proxy
Statement, filed with the Securities and Exchange Commission on March 16, 1999
(the "Proxy Statement"). The Reporting Persons believe these proposals are
harmful to the Fund and its shareholders and plan to vote the shares of Common
Stock reported herein for which they have proxies against such proposals and in
accordance with the recommendation of the Board of Directors of the Fund.
The Reporting Persons may acquire additional shares of Common Stock, or
dispose of shares of Common Stock, from time to time, in open market or
privately negotiated transactions. Except as set forth above, the Reporting
Persons have no plans or proposals with respect to any of the matters set forth
in paragraphs (a) through (i) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Fund.
(a) The Reporting Persons beneficially own an aggregate of 1,678,689
shares of Common Stock, constituting approximately 9.8% of the outstanding
shares of Common Stock (computed on the basis of 17,189,998 shares of Common
Stock outstanding as of January 26, 1999 as reported in the Proxy Statement). In
the aggregate, all persons named in Item 2 and Annex A hereto, which is
incorporated herein by reference, beneficially own 1,679,254 shares of Common
Stock, which represents 9.8% of the outstanding shares of Common Stock.
(b) Each of Laurence Freedman, Brian Sherman and Richard Strickler
owns 4,000, 4,000 and 565 shares of Common Stock, respectively, with sole voting
and dispositive power for all such shares. Messrs. Freedman and Sherman each
share voting and dispositive power with each of EquitiLink Limited, EquitiLink
U.S.A. and EIML, with respect to 1,171,227, 453,400 and 46,062 shares of Common
Stock, respectively.
(c) During the past sixty days, the Reporting Persons have purchased a
total of 1,632,627 shares of Common Stock in privately negotiated transactions.
On March 23, 1999, the Reporting Persons agreed to purchase 879,700 shares of
Common Stock from Tattersall Advisory Group (such agreement, the "Tattersall
Agreement") at a price of $8.57 per share.(1) EquitiLink U.S.A. acquired 453,400
of these shares, while the remaining 426,300 shares of Common Stock were
acquired by
- -----------------------
(1) The parties' written agreement covered 884,700 shares; the parties orally
agreed to exclude 5,000 of these shares held by Tattersall.
<PAGE>
Page 8 of 9
EquitiLink Limited. Also on March 23, 1999, EquitiLink Limited agreed to
purchase 744,927 shares of Common Stock from the President and Fellows of
Harvard College (such agreement, the "Harvard Agreement"), at a price of $8.5625
per share. The Tattersall Agreement and Harvard Agreement were consummated on
March 26, 1999 and March 29, 1999, respectively. As part of these transactions,
the Reporting Persons received irrevocable proxies for 1,624,127 of the shares
of Common Stock purchased, entitling them to vote such shares at the Annual
Meeting. The Tattersall Agreement and related proxies are attached as Exhibit 1
and the Harvard Agreement and related proxy are attached as Exhibit 2.
In addition, on March 16, 1999, Brian Sherman and Laurence Freedman each
purchased 4,000 shares of Common Stock on the open market at a price of $7.875
per share.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Fund.
See Items 4 and 5.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1. Agreement, dated March 23, 1999, between the Reporting
Persons and Tattersall Advisory Group, together with related proxies.
Exhibit 2. Stock Purchase Agreement, dated as of March 23, 1999,
between the EquitiLink Limited and the President and Fellows of
Harvard College, together with related proxy.
Exhibit 3. Joint Filing Agreement, dated March 31, 1999, among
Laurence Freedman, Brian Sherman, EquitiLink Limited and EquitiLink
U.S.A.
<PAGE>
Page 9 of 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement with respect to the
undersigned is true, complete and correct.
Date: April 1, 1999
Laurence Freedman
/s/ Laurence Freedman
-------------------------------------------
Brian Sherman
/s/ Brian Sherman
-------------------------------------------
EquitiLink Limited
By: /s/ Barry Sechos
--------------------------------------
Name: Barry Sechos
Title: Director
EquitiLink U.S.A., Inc.
By: /s/ Richard P. Strickler
--------------------------------------
Name: Richard P. Strickler
Title: Managing Director
<PAGE>
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS
The names of the members of the boards of directors and executive
officers of EquitiLink Limited, EquitiLink, U.S.A., their present principal
occupations and beneficial ownership of Common Stock are set forth below. Unless
otherwise indicated, each individual is a citizen of Australia and the business
address of each person is the address of the respective company with which such
person is associated.
1. EquitiLink Limited
Level 3
190 George Street
Sydney, NSW 2000
Australia
<TABLE>
<CAPTION>
Shares of Common
Stock Beneficially
Owned and % of
Outstanding on
Name and Position Held Principal Occupations March 29, 1999
- ---------------------------------------- --------------------------------------------------- ----------------
<S> <C> <C>
Brian Sherman President of The First Australia Fund, Inc.; 1,674,689; 9.7%*
- Chairman Vice President, Director and Chairman, The First
Commonwealth Fund, Inc.; President and Director,
The First Australia Prime Income Fund, Inc.;
Joint Managing Director and Chairman, First
Australia Prime Income Investment Company
Limited; Chairman, EquitiLink Limited;
Chairman and Joint Managing Director, EquitiLink
Australia Limited; Chairman and Director,
EquitiLink Holdings Limited; Director, EquitiLink
International Management Limited; Joint Managing
Director, MaxiLink Limited; Joint Managing Director,
First Resources Development Fund Limited; Director,
Ten Group Pty. Limited; Director, Ten Network
Holdings Limited; Director, Sydney Organizing
Committee for the Olympic Games.
<PAGE>
Shares of Common
Stock Beneficially
Owned and % of
Outstanding on
Name and Position Held Principal Occupations March 29, 1999
- ---------------------------------------- --------------------------------------------------- ----------------
Laurence Freedman Chairman and Vice President of the First 1,674,689; 9.7%*
- Director Australia Fund, Inc.; Vice President, Director
and Chairman, The First Australia Prime Income
Fund, Inc.; President and Director, The First
Commonwealth Fund, Inc.; Joint Managing Director,
First Australia Prime Income Investment Company
Limited; Founder and Joint Managing Director,
EquitiLink Australia Limited; Director, EquitiLink
Limited; Director, EquitiLink Holdings Limited;
Director, EquitiLink International Management
Limited; Chairman and Joint Managing Director,
MaxiLink Limited
Ouma Sananikone-Fletcher Chief Executive Officer and Investment Director, 0; 0%
- Director EquitiLink Australia Limited; Director,
EquitiLink Holdings Limited
Barry Sechos Director and General Counsel, EquitiLink 0; 0%
- Director Australia Limited; Director, EquitiLink
Holdings Limited
Paul Percy Ashford Harris Private Investor 0; 0%
- Non-Executive Director
Level 6
175 Macquarie Street
Sydney NSW 2000
Australia
- --------------------------
* Messrs. Freedman and Sherman each own 4,000 shares of Common Stock directly
and 1,171,227, 453,400 and 46,062 shares of Common Stock indirectly through
control of EquitiLink Limited, EquitiLink U.S.A. and EIML, respectively.
<PAGE>
2. EquitiLink U.S.A., Inc.
45 Broadway
31st Floor
New York, New York 10006
U.S.A.
Shares of Common
Stock Beneficially
Owned and % of
Outstanding on
Name and Position Held Principal Occupations March 29, 1999
- ---------------------------------------- --------------------------------------------------- ----------------
Richard Strickler Managing Director, EquitiLink U.S.A., Inc. 565; 0%
- Director
- Citizen of the United
States
David Manor Managing Director, EquitiLink International 0; 0%
- Director Management Limited
P.O. Box 578
17 Bond Street
St. Helier, Jersey
Channel Islands JE4 5XB
</TABLE>
<PAGE>
EXHIBIT 1
- ---------
[LOGO]
EQUITILINK
U.S.A., INC.
FACSIMILE TRANSMISSION
DATE: Tuesday. March 23, 1999 NO. OF PAGES: 5
(including Cover Sheet)
MESSAGE TO: Shannon Fake FAX NO: 804 285 8373
Tattersall Advisory Group
MESSAGE FROM: Barry Sechos
SUBJECT: IAF
- --------------------------------------------------------------------------------
MESSAGE:
Further to our numerous telephone conversations, I confirm Tattersall Advisory
Group's agreement to sell (in its capacity as Investment Manager of a number of
client accounts) to EquitiLink, and EquitiLink's agreement to purchase, a total
of 884,700 shares in The First Australia Fund, Inc. at an average price of
US$8.57 per share: total consideration of US$7,551,879.
The trade is to settle this Friday, March 26 1999 and is conditional on receipt
from each of the registered holders of this parcel (being a number of
Custodians) delivering to EquitiLink duly executed irrevocable proxies in the
form previously sent to you, which will permit EquitiLink to vote this parcel of
shares at the Annual General Meeting currently scheduled to take place on April
23 1999. Tattersall Advisory Group agrees to procure the delivery of these
proxies from each of the Custodians on or immediately before settlement.
Three of the six proxies required now follow for execution by the relevant
Custodians named therein, with the other 3 to follow shortly.
It is agreed the terms of this purchase will be kept confidential by all parties
except for disclosures required under law.
<PAGE>
Could you please acknowledge Tattersall's agreement to this sale on the above
terms by signing dating and returning copy of this letter to me by facsimile.
Many thanks.
Kind regards
/s/ Barry Sechos
- ------------------------------
Barry Sechos
Tattersall Advisory Group agrees to the above terms and conditions.
SIGNED: /s/ Shannon Fake
-------------------------------
DATE: March 23, 1999
<PAGE>
First Union National Bank
Capital Management Group
VA3305
Post Office Box 26311
Richmond, Virginia 23260
IRREVOCABLE PROXY COUPLED WITH AN INTEREST
------------------------------------------
The undersigned irrevocably appoints each of Brian Sherman and Laurence
Freedman (the "Proxy Holders"), or any designees of either of the Proxy Holders,
as attorneys-in-fact and proxies with respect to 119,900 shares of common stock,
par value $.01 per share (the "Shares"'), of The First Australia Fund, Inc., a
Maryland corporation (the "Fund"), each with full power of substitution, to the
full extent of such stockholder's rights with respect to the Shares and with
respect to any and all other shares or other securities issued or issuable in
respect of such Shares on or after the day and year written below. Such
appointment shall be effective immediately and is coupled with an interest in
the stock to be voted hereunder. All prior powers of attorney and proxies given
by such stockholder with respect to the Shares (and such other shares and
securities) are hereby revoked and no subsequent proxies shall be granted by the
undersigned with respect to the Shares (or such other shares and securities).
The Proxy Holders (or any designees of either of the Proxy Holders) shall be
empowered to exercise all voting and other rights of the undersigned as they in
their sole discretion may deem proper at the 1999 annual meeting of shareholders
of the Fund or any adjournment or postponement thereof, by consent in lieu of
any such meeting or otherwise.
First Union National Bank, trustee
By: /s/Louella Glessner
-------------------------------
Name: Louella Glessner
Title: Assistant Vice President
Dated: March 25, 1999
DTC Participant Number 929
<PAGE>
First Union National Bank
GA9007
Capital Management Group
999 Peachtree Street, NE
Atlanta, Georgia 30309
March 25, 1999
Mr. Bill Regner
Debevoise & Plimpton
875 Third Avenue
New York, NY 10022
(212) 909-6698
RE: Carpenters Location No. 225 & Millwrights Local No. 1263
International Equity - A/C #3046162120
15,700 Shares First Australia Fund, Inc Cusip 31865210
Dear Mr. Regner
On behalf of the above mentioned account, the undersigned irrevocably appoints
each of Brian Sherman and Laurence Freedman (the "Proxy Holders"), or any
designers of either of the Proxy Holders, as attorneys-in-fact and proxies with
respect to 15,700 shares of common stock, par value $.01 per shares (the
"Shares"), of the First Australia Fund, Inc. a Maryland corporation (the
"Fund"). Each with full power of substitution, to the full extent of such
stockholder's rights with respect to the Shares and with respect to any and all
shares or other securities issued or issuable in respect of such Shares on or
after the day and year written below. Such appointment shall be effective
immediately and is coupled with an interest in the stock to be voted hereunder.
All prior powers of attorney and proxies given by such stockholder with respect
to the Shares (and such other shares and securities) are hereby revoked and no
subsequent proxies shall be granted by the undersigned with respect to the
Shares (or such other shares and securities). The Proxy Holders (or any
designees of either of the Proxy Holders) shall be empowered to exercise all
voting and other rights of the undersigned as they in their sole discretion may
deem proper at the 1999 annual meeting of shareholders of the Fund or any
adjournment or postponement thereof, by consent in lieu of any such meeting or
otherwise.
FIRST UNION NATIONAL BANK
DTC Participant No.: 929 By: /s/Patrick McGarl
----------------------------
Name: Patrick McGarl
Title: Vice President
Dated: March 25, 1999
Cc: Shannon S. Brown
<PAGE>
[LOGO] State Street
Irrevocable Proxy Coupled with an Interest
------------------------------------------
The undersigned irrevocably appoints each of Brian Sherman and Laurence
Freedman (the "Proxy Holders"), or any designees of either of the Proxy Holders,
as attorneys-in-fact and proxies with respect to 66,600 shares of common stock,
par value $.01 per share (the "Shares"), of The First Australia Fund, Inc., a
Maryland corporation (the "Fund"), each with full power of substitution, to the
full extent of such stockholder's rights with respect to the Shares and with
respect to the Shares and with respect to any and all other shares or other
securities issued or issuable in respect of such Shares on or after the day and
year written below. Such appointment shall be effective immediately and is
coupled with an interest in the stock to be voted hereunder. All prior powers of
attorney and proxies given by such stockholder with respect to the Shares (and
such other shares and securities) are hereby revoked and no subsequent proxies
shall be granted by the undersigned with respect to the Shares (or such other
shares and securities). The Proxy Holders (or any designees of either of the
Proxy Holders) shall be empowered to exercise all voting and other rights of the
undersigned as they in their sole discretion may deem proper at the 1999 annual
meeting of shareholders of the Fund or any adjournment or postponement thereof,
by consent in lieu of any such meeting or otherwise.
STATE STREET BANK AND TRUST
COMPANY
DTC Participant No.: 997 By: /s/ Thomas D. Fletcher, Sr.
------------------------------
Name: Thomas D. Fletcher, Sr.
Title: Client Service Manager
Dated: March 25, 1999
<PAGE>
[LOGO]
THE NORTHERN TRUST COMPANY
FIFTY SOUTH LA SALLE STREET
CHICAGO, ILLINOIS 60675
Irrevocable Proxy Coupled with an Interest
The undersigned irrevocably appoints each of Brian Sherman and Laurence
Freedman (the "Proxy Holders"), or any designees of either of the Proxy Holders,
as attorneys-in-fact and proxies with respect to 296,000 shares of common stock,
Par value $.01 per share (the "Shares"), of the First Australia Fund, Inc., a
Maryland corporation (the "Fund"), each with full power of substitution, to the
full extent of such stockholder's rights with respect to the Shares and with
respect to any and all other shares or other securities issued or issuable in
respect of such Shares on or after the day and year written below. Such
appointment shall be effective immediately and is coupled with an interest in
the stock to be voted hereunder. All prior powers of attorney and proxies given
by such stockholder with respect to the Shares (and such other shares and
securities) are hereby revoked and no subsequent proxies shall be granted by the
undersigned with respect to the Shares (or such other shares and securities).
The Proxy Holders (or any designees of either of the Proxy Holders) shall be
empowered to exercise all voting and other rights of the undersigned as they in
their sole discretion may deem proper at the 1999 annual meeting of shareholders
of the Fund or any adjournment or postponement thereof, by consent in lieu of
any such meeting or otherwise.
THE NORTHERN TRUST COMPANY
DTC Participant No. 2669 By: /s/ Reola Sanders
-------------------------------
Name: Reola Sanders
Title: Trust Officer
Dated: March 25, 1999
<PAGE>
Citibank, F.S.B. Katherine B. Allen
Worldwide Securities Services Vice President
U.S. Custody and Employee
500 West Madison Street Benefit Trust
6th Floor/Zone 4
Chicago, IL 60661-2591
Tel 312-627-5330
Fax 312-627-5353
[email protected]
Irrevocable Proxy Coupled with an Interest
------------------------------------------
The undersigned irrevocable appoints each of Brian Sherman and Laurence Freedman
(the "Proxy Holders"), or any designees of either of the Proxy holders, as
attorneys-in-fact and proxies with respect to 287,000 shares of common stock,
par value S.01 per share (the "Shares"), of The First Australia Fund, Inc., a
Maryland corporation (the "Fund"), each with full power of substitution, to the
full extent of such stockholder's rights with respect to the Shares and with
respect to any and all other shares or other securities issued or issuable in
respect of such Shares on or after the day and year written below. Such
appointment shall be effective immediately and is coupled with an interest in
the stock to be voted hereunder. All prior powers of attorney and proxies given
by such stock holder with respect to the Shares (and such other shares and
securities) are hereby revoked and no subsequent proxies shall be granted by the
undersigned with respect to the Shares (or other such shares and securities).
The Proxy Holders (or any designees of either of the Proxy holders) shall be
empowered to exercise all voting and other rights of the undersigned as they in
their sole discretion may deem proper at the 1999 annual meeting of shareholders
of the Fund or any adjournment or postponement thereof, by consent in lieu of
any such meeting or otherwise.
CITIBANK, F.S.B., not individually
but solely, as Trustee of the
Delta Master Trust
DTC Participant No. 908 By: /s/ Katherine B. Allen
-------------------------------
Name: Katherine B. Allen
Title: Vice President
Dated: March 25, 1999
Delta Master Trust
<PAGE>
Citibank, F.S.B. Jon K. Toman
Worldwide Securities Services Vice President
U.S. Custody and Employee
500 West Madison Street Benefit Trust
6th Floor/Zone 4
Chicago, IL 60661-2591
Tel 312-627-5348
Fax 312-627-5353
[email protected]
Irrevocable Proxy Coupled with an Interest
------------------------------------------
The undersigned irrevocable appoints each of Brian Sherman and Laurence Freedman
(the "Proxy Holders"), or any designees of either of the Proxy holders, as
attorneys-in-fact and proxies with respect to 8,600 shares of common stock, par
value $.01 per share (the "Shares"), of The First Australia Fund, Inc., a
Maryland corporation (the "Fund"), each with full power of substitution, to the
full extent of such stockholder's rights with respect to the Shares and with
respect to any and all other shares or other securities issued or issuable in
respect of such Shares on or after the day and year written below. Such
appointment shall be effective immediately and is coupled with an interest in
the stock to be voted hereunder. All prior powers of attorney and proxies given
by such stock holder with respect to the Shares (and such other shares and
securities) are hereby revoked and no subsequent proxies shall be granted by the
undersigned with respect to the Shares (or other such shares and securities).
The Proxy Holders (or any designees of either of the Proxy holders) shall be
empowered to exercise all voting and other rights of the undersigned as they in
their sole discretion may deem proper at the 1999 annual meeting of shareholders
of the Fund or any adjournment or postponement thereof, by consent in lieu of
any such meeting or otherwise.
CITIBANK, F.S.B., not individually
but solely, as Custodian of the
Maine Medical Center Endowment
DTC Participant no. 908 By: /s/ Jon K. Toman
-------------------------------
Name: Jon K. Toman
Title: Vice President
Dated: March 25, 1999
Maine Medical Endowment International
<PAGE>
Citibank, F.S.B. Jon K. Toman
Worldwide Securities Services Vice President
U.S. Custody and Employee
500 West Madison Street Benefit Trust
6th Floor/Zone 4
Chicago, IL 60661-2591
Tel 312-627-5348
Fax 312-627-5353
[email protected]
Irrevocable Proxy Coupled with an Interest
------------------------------------------
The undersigned irrevocably appoints each of Brian Sherman and Laurence Freedman
(the "Proxy Holders"), or any designees of either of the Proxy Holders, as
attorneys-In-fact and proxies with respect to 4,300 shares of common stock, par
value $.01 per share (the "Shares"), of The First Australia Fund Inc., a
Maryland Corporation ( the "Fund"), each with full power of substitution, to the
full extent of such stockholder's fights with respect to the Shares and with
respect to any and all other securities issued or issuable in respect of such
Shares on or after the day and year written below. Such appointment shall be
effective immediately and is coupled with an interest in stock to be voted
hereunder. All prior powers of attorney and proxies given by such stockholder
with respect to the Shares (and such other securities) are hereby revoked and no
subsequent proxies shall be granted by the undersigned with respect to the
Shares (or such other shares and securities). The Proxy Holders (or any
designees of either of the Proxy Holders) shall be empowered to exercise all
voting and other rights of the undersigned as they in their sole discretion may
deem proper at the 1999 annual meeting of shareholders of the Fund or any
adjournment or postponement thereof, by consent In lieu of any such meeting or
otherwise.
CITIBANK, F.S.B., not individually
but solely, as Trustee of the
Maine Medical Center Master Trust
DTC Participant no. 908 By: /s/ Jon K. Toman
-------------------------------
Name: Jon K. Toman
Title: Vice President
Dated: March 25, 1999
Maine Medical Pension International
<PAGE>
THE BANK OF NEW YORK
New York's First Bank - Founded 1784 By Alexander Hamilton
90 Washington Street, New York, N.Y. 10286
Irrevocable Proxy Coupled with an Interest
------------------------------------------
The undersigned irrevocably appoints each of Brian Sherman and Laurence
Freedman (the "Proxy Holders"), or any designees of either of the Proxy Holders,
as attorneys-in-fact and proxies with respect to 22,700 shares of common stock,
par value $.01 per share (the "Shares"), of The First Australia Fund Inc., a
Maryland Corporation ( the "Fund"), each with full power of substitution, to the
full extent of such stockholder's fights with respect to the Shares and with
respect to any and all other securities issued or issuable in respect of such
Shares on or after the day and year written below. Such appointment shall be
effective immediately and is coupled with an interest in stock to be voted
hereunder. All prior powers of attorney and proxies given by such stockholder
with respect to the Shares (and such other securities) are hereby revoked and no
subsequent proxies shall be granted by the undersigned with respect to the
Shares (or such other shares and securities). The Proxy Holders (or any
designees of either of the Proxy Holders) shall be empowered to exercise all
voting and other rights of the undersigned as they in their sole discretion may
deem proper at the 1999 annual meeting of shareholders of the Fund or any
adjournment or postponement thereof, by consent In lieu of any such meeting or
otherwise.
THE BANK OF NEW YORK
DTC Participant no. 901 By: /s/ Abid Acosta
-------------------------------
Name: Abid Acosta
Title: Assistant Vice President
Dated: March 25, 1999
<PAGE>
THE BANK OF NEW YORK
NEW YORK'S FIRST BANK - Founded 1784 By Alexander Hamilton
90 Washington Street, New York, N.Y. 10286
March 25, 1999
Mr. Bill Regner
Debevoise & Plimpton
875 Third Avenue
New York, NY 100022
Subject: Irrevocable Proxy Coupled with an Interest
------------------------------------------
The undersigned irrevocably appoints each of Brian Sherman and Laurence
Freedman (the "Proxy Holders"), or any designees of either of the Proxy Holders,
as attorneys-in-fact and proxies with respect to 58,400 shares of common stock,
par value $.01 per share (the "Shares"), of The First Australia Fund, Inc, a
Maryland corporation (the "Fund"), each with full power of substitution, to the
full extent of such stockholder's rights with respect to the Shares and with
respect to any and all other securities issued or issuable in respect of such
Shares on or after the day and year written below. Such appointment shall be
effective immediately and is coupled with an interest in stock to be voted
hereunder. All prior powers of attorney and proxies given by such stockholder
with respect to the Shares (and such other securities) are hereby revoked and no
subsequent proxies shall be granted by the undersigned with respect to the
Shares (or such other shares and securities). The proxy Holders (or any
designees of either of the Proxy Holders) shall be empowered to exercise all
voting and other rights of the undersigned as they in their sole discretion may
deem proper at the 1999 annual meeting of shareholders of the Fund or any
adjournment or postponement thereof, by consent in lieu of any such meeting or
otherwise.
DTC Participant #: 901 The Bank of New York
By: /s/ Bhisham Dudley
-------------------------------
Name: Bhisham Dudley
Title: Assistant Vice President
<PAGE>
EXHIBIT 2
- ---------
STOCK PURCHASE AGREEMENT
AGREEMENT, dated as of March 23, 1999 (the "Agreement"), between EquitiLink
Limited (the "Purchaser"), and President and Fellows of Harvard College (the
"Seller").
1. Purchase and Sale. The Seller agrees to sell to the Purchaser, and the
Purchaser agrees to purchase, or cause its designee to purchase, from the
Seller, upon the terms and subject to the conditions hereinafter set forth, the
shares of common stock, par value $.01 per share (the "Fund Common Stock") of
The First Australia Fund, Inc., a Maryland corporation (the "Fund"), set forth
on Schedule A hereto (the "Shares"), at a price of U.S.$8.5625 per Share, or a
total price of $6,378,437.44 (the "Purchase Price").
2. Irrevocable Proxy Coupled With an Interest. The Seller irrevocably
appoints the Purchaser, or any designees of the Purchaser, as attorneys-in-fact
and proxies with respect to the Shares sold by such Seller pursuant to Section 1
herein, each with full power of substitution, to the full extent of such
stockholder's rights with respect to such Shares and with respect to any and all
other shares or other securities issued or issuable in respect of such Shares on
or after the day and year first written above. Such appointment will be
effective upon the Closing (as defined in Section 5 herein) and is coupled with
an interest in the stock to be voted thereunder. Upon the Closing, all prior
powers of attorney and proxies given by such stockholder with respect to such
Shares (and such other shares and securities) will be revoked without further
action, and no subsequent proxies may be given nor any subsequent written
consents executed (and, if given or executed, will not be deemed effective). The
Purchaser (or its designees), as proxies, will be empowered to exercise all
voting and other rights of such stockholder as they in their sole discretion may
deem proper at any annual or special meeting of the Fund's stockholders or any
adjournment or postponement thereof, by consent in lieu of any such meeting or
otherwise. The obligations of the Purchaser to consummate the transactions
contemplated hereby shall be subject to the condition that immediately upon the
Purchaser's payment for the Shares, the Purchaser must be able to exercise full
voting rights with respect to such Shares.
3. Seller's Representations and Warranties. The Seller represents and
warrants to the Purchaser that (a) the Seller is duly authorized to execute and
deliver this Agreement and this Agreement is a valid and binding agreement,
enforceable against the Seller in
<PAGE>
accordance with its terms; and neither the execution of this Agreement nor the
sale of the Shares or the grant of a proxy pursuant to this Agreement will
contravene any provision of applicable law or any judgment, order or decree of
any governmental agency or court having jurisdiction over the Seller or any of
its assets or will constitute a violation of, or conflict with, or default
under, any contract, commitment, agreement, understanding or arrangement to
which the Seller is a party or by which the Seller or any of the Shares is
bound; (b) at the Closing (as hereinafter defined), the Seller will deliver
valid and marketable title to such Shares free and clear of all claims, liens,
charges, encumbrances, security interests and restrictions on disposition by the
Seller, and will transfer such Shares to Purchaser or its designee, free and
clear of all claims, liens, charges, encumbrances and security interests, with
full power to vote such Shares at all meetings of stockholders of the Fund,
including the 1999 annual meeting of the Fund's stockholders (the "Annual
Meeting"); and (c) except for the Shares, the Seller does not beneficially own
any securities entitled to be voted generally in the election of directors of
the Fund or any direct or indirect options or other rights to acquire any such
securities. The Seller will, upon request of the Purchaser, promptly execute and
deliver or cause to be executed and delivered all additional documents
reasonably deemed by the Purchaser to be necessary, appropriate or desirable to
complete and evidence the sale, assignment and transfer of the Shares pursuant
to this Agreement, including, without limitation, stock powers endorsed in blank
with signatures guaranteed and appropriate proxies from the person or persons
who held the Shares of record on the record date for the Annual Meeting.
4. Purchaser's Representations and Warranties. The Purchaser represents and
warrants to the Seller that the Purchaser is duly authorized to execute and
deliver this Agreement and that this Agreement is a valid and binding agreement,
enforceable against the Purchaser in accordance with its terms; and neither the
execution of this Agreement nor the purchase of the Shares will contravene any
provision of applicable law or any judgment, order or decree of any governmental
agency or court having jurisdiction over the Purchaser or any of its assets or
will constitute a violation of, or conflict with, or default under, any
contract, commitment, agreement, understanding or arrangement to which the
Purchaser is bound.
5. Closing. The closing of the purchase and sale of the Shares contemplated
hereby (the "Closing") shall take place at the offices of
_______________________, at ________ a.m. on March 29, 1999, or such other time,
date or place as the parties may mutually agree. At the Closing:
<PAGE>
(a) the Seller will sell, transfer and deliver the number of Shares
set forth in Schedule A hereto, represented by certificates duly endorsed
in blank or accompanied by (i) stock powers duly executed, in either case
with signatures duly guaranteed, and coupled with (ii) irrevocable proxies
for such Shares as agreed in Section 2 herein, executed by the person or
persons who held such Shares of record on January 26, 1999;
(b) the Purchaser or its designee will purchase the Shares and deliver
to the Seller a certified or official bank check payable to or upon the
order of the Seller, or wired funds in the discretion of the Seller, in the
amount set forth in Schedule A hereto.
6. Dividends, etc. Any dividend or other distribution (cash, stock or
otherwise) on the Shares with a record date on or after the date of this
Agreement will be for the account of the Purchaser and will be delivered to the
Purchaser on the later of the date of receipt thereof or the date of the
Closing. Any dividend or other distribution (cash, stock or otherwise) on the
Shares with a record date prior to the date of this Agreement will be for the
account of the Seller.
7. Expenses. Each party hereto shall pay its own expenses incurred in
connection with this Agreement.
8. Survival. All representations, warranties and agreements made by the
Seller and by the Purchaser in this Agreement shall survive the Closing
hereunder and any investigation at any time made by or on behalf of any party
hereto.
9. Notices. All notices, claims, requests, demands and other communications
hereunder will be in writing, will be deemed effective upon receipt and shall be
given as follows:
(a) If to the Purchaser, to:
The EquitiLink Group
Level 3, 190 George Street
Sydney NSW 2000, Australia
Attention: Barry G. Sechos
with a copy to:
<PAGE>
Debevoise & Plimpton
875 Third Avenue
New York, N.Y. 10022
Attention: Meredith M. Brown
(b) If to the Seller, to:
Michael Pradko
Vice President, Chief Risk Officer
Harvard Management Company
600 Atlantic Avenue
Boston, MA 02210-2203
or such other address as the person to whom notice is to be given may have
previously furnished to the others in writing in the manner set forth above
(provided that notice of any change of address shall be effective only upon
receipt thereof).
10. Miscellaneous. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto. No party to this Agreement may assign any of its
rights or obligations under this Agreement without the prior written consent of
the other party, except that the rights and obligations of the Purchaser may be
assigned by the Purchaser to a third party, but no such transfer shall relieve
the Purchaser of its obligations hereunder if such transferee does not perform
such obligations. This Agreement may be executed in two or more counterparts,
each of which will be deemed to be an original but all of which together will
constitute one and the same instrument. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York (regardless of
the laws that might otherwise govern under applicable New York principles of
conflicts of law).
<PAGE>
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by a general partner of the Purchaser and by a duly authorized officer of the
Seller on the day and year first written above.
EQUITILINK LIMITED
By: /s/ Barry Sechos
-----------------------------------
Name: Barry Sechos
Title: Director
PRESIDENT & FELLOWS OF HARVARD
COLLEGE
By: Harvard Management Company
By: /s/ Kimberly J. Noble
-----------------------------------
Name: Kimberly J. Noble
Title: Authorized Signatory
By: /s/Michael S. Pradko
-----------------------------------
Name: Michael S. Pradko
Title: Authorized Signatory
<PAGE>
SCHEDULE A
Upon the terms and subject to the conditions set forth in the Agreement,
the Seller will sell the Shares set forth below and receive a bank check or
wired funds, in the discretion of the Seller, in the amount set forth below.
Closing
Bank Check or Wire
Seller Number of Shares Amount
- ------ ---------------- -------------------
President & Fellows of 744,927 $6,378,437.44
Harvard College
<PAGE>
Irrevocable Proxy Coupled with an Interest
------------------------------------------
The undersigned irrevocably appoints each of Brian Sherman and Laurence
Freedman (the "Proxy Holders"), or any designees of either of the Proxy Holders,
as attorneys- in-fact and proxies with respect to 744,927 shares of common
stock, par value $.01 per share (the "Shares"), of The First Australia Fund,
Inc., a Maryland corporation (the "Fund"), each with full power of substitution,
to the full extent of such stockholder's rights with respect to the Shares and
with respect to any and all othe rshares or other securities issued or issuable
in respect of such Shares on or after the day and year written below. Such
appointment shall be effective immediately and is coupled with an interest in
the stock to be voted hereunder. All prior powers of attorney and proxies given
by such stockholder with respect to the Shares (and such other shares and
securities) are hereby revoked and no subsequent proxies shall be granted by the
undersigned with respect to the shares (or such other shares and securities).
The Proxy Holders (or any designees of either of the proxy Holders) shall be
empowered to exercise all voting and other rights of the undersigned as they in
their sole discretion may deem proper at the 1999 annual meeting of shareholders
of the Fund or any adjournment or postponement thereof, by consent in lieu of
any such meeting or otherwise.
STATE STREET BANK AND TRUST COMPANY
DTC Participant No.: 997 By: /s/ Timothy J. Ribaderyra
-------------------------------------
Name: Timothy J. Ribaderyra
Title: Vice President
Dated: March 26, 1999
<PAGE>
EXHIBIT 3
- ---------
JOINT FILING AGREEMENT
The undersigned hereby agree, pursuant to Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this
agreement is attached as an exhibit is filed on behalf of each of them.
This agreement may be executed in one or more counterparts, which
together shall consitute a single agreement.
Dated: March 31, 1999
LAURENCE FREEDMAN
/s/ Laurence Freedman
------------------------------------
BRIAN SHERMAN
/s/ Brian Sherman
------------------------------------
EQUITILINK LIMITED
By:/s/ Barry Sechos
---------------------------------
Name: Barry Sechos
Title: Director
EQUITILINK U.S.A., INC.
By:/s/Richard P. Strickler
--------------------------------
Name: Richard P. Strickler
Title: Managing Director
