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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
November 10, 2000
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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 Section 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 Section
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).
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<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laurence Freedman
I.R.S. No.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Australia
7 SOLE VOTING POWER
NUMBER OF
SHARES 4,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,751,908(1)
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 4,000
10 SHARED DISPOSITIVE POWER
2,751,908
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,751,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
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(1) An affiliate of Messrs. Freedman and Sherman has agreed to sell 2,742,461
shares.
2
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<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brian Sherman
I.R.S. No.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TOITEMS
2(d) OR 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Australia
7 SOLE VOTING POWER
NUMBER OF
SHARES 4,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,751,908(2)
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 4,000
10 SHARED DISPOSITIVE POWER
2,751,908
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,751,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
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(2) An affiliate of Messrs. Freedman and Sherman has agreed to sell 2,742,461
shares.
3
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<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EquitiLink Limited
I.R.S. No.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New South Wales, Australia
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,068,950(3)
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
10 SHARED DISPOSITIVE POWER
1,068,950
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,068,950
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14 TYPE OF REPORTING PERSON
HC, CO
</TABLE>
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(3) An affiliate of Messrs. Freedman and Sherman have agreed to sell 2,742,461
shares.
4
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<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EquitiLink U.S.A., Inc.
I.R.S. No. 521635331
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,624,627(4)
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,624,627
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
14 TYPE OF REPORTING PERSON
CO
</TABLE>
----------------------
(4) An affiliate of Messrs. Freedman and Sherman have agreed to sell 2,742,461
shares.
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Statement on Schedule 13D
This Amendment No. 7 amends and supplements Items 4, 5, 6 and 7 of the
Schedule 13D of the Reporting Persons with respect to the shares of
common stock, par value $.01 per share, of The First Australia Fund, Inc.
(the "Fund") as originally filed on April 1, 1999 and as amended by
Amendment No. 1 thereto filed on July 9, 1999, Amendment No. 2 thereto
filed on August 27, 1999, Amendment No. 3 thereto filed on September 30,
1999, Amendment No. 4 thereto filed on October 21, 1999, Amendment No. 5
thereto filed on November 4, 1999 and Amendment No. 6 thereto filed on
December 7, 1999.
1. Items 4 and 6 of the Schedule 13D are hereby amended by adding
thereto the following:
On November 10, 2000, EquitiLink Holdings Limited, EquitiLink
Limited, EquitiLink International Management Limited and
EquitiLink U.S.A., Inc. (the "Sellers") entered into a Stock
Purchase Agreement (the "Agreement") with Mira, L.P. ("Mira"),
pursuant to which the Sellers agreed to sell to Mira 2,742,461
shares of Common Stock. The shares of Common Stock to be sold
constitute all of the Common Stock beneficially owned by the
Reporting Persons, except for 4,000 shares held by each of
Laurence Freedman and Brian Sherman and 5,447 shares held by
EquitiLink International Management Limited. Mira has also agreed
that it will not solicit proxies in opposition to the proposal to
approve a new management agreement and a new advisory agreement
at the Fund's special meeting of shareholders scheduled for
November 30, 2000, and that it will vote all shares of Common
Stock beneficially owned by it in favor of the proposal. A copy
of the Agreement is attached hereto as Exhibit 6 and is
incorporated herein by reference.
2. Item 5 of the Schedule 13D is hereby amended by adding thereto the
following:
(a) The Reporting Persons beneficially own an aggregate of
2,755,908 shares of Common Stock, constituting approximately 16.0%
of the
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outstanding shares of Common Stock (computed on the basis of
17,189,998 shares of Common Stock outstanding as of April 30, 2000
as reported in the Fund's Semi-Annual Report to the SEC on Form
N-30D for the six months ended April 30, 2000). In the aggregate,
all persons named in Item 2 and Annex A to the Schedule 13D as
originally filed on April 1, 1999, which is incorporated herein by
reference, beneficially own 2,756,915.7907 shares of Common Stock,
which represents approximately 16.0% of the outstanding shares of
Common Stock.
(b) Each of Laurence Freedman, Brian Sherman and Richard Strickler
owns 4,000, 4,000 and 1,007.7907 shares of Common Stock,
respectively, with sole voting and dispositive power for all such
shares.
(c) On November 10, 2000, EquitiLink Holdings Limited, EquitiLink
Limited, EquitiLink International Management Limited, and
EquitiLink U.S.A., Inc. entered into a Stock Purchase Agreement
with Mira, L.P., pursuant to which the Sellers agreed to sell to
Mira 2,742,461 shares of Common Stock.
3. Item 7 of the Schedule 13D is hereby amended and supplemented to
add the following:
Item 7. Materials to be Filed as Exhibits.
EXHIBIT 6. Stock Purchase Agreement, dated as of November 10, 2000,
among Mira, L.P. and EquitiLink Holdings Limited, EquitiLink Limited,
EquitiLink International Management Limited, and EquitiLink U.S.A.,
Inc.
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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: November 10, 2000
Laurence Freedman
/s/ Laurence Freedman
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Brian Sherman
/s/ Brian Sherman
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EQUITILINK LIMITED
By: /s/ Barry Sechos
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Name: Barry Sechos
Title: Director
EQUITILINK U.S.A., INC.
By: /s/ Richard P.
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Strickler
------------------------------------
Name: Richard P. Strickler
Title: Managing Director
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