AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1998
INVESTMENT COMPANY ACT FILE NO. 811-4800
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM N-2
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 12
KLEINWORT BENSON AUSTRALIAN INCOME FUND, INC.
(Exact Name of Registrant as Specified in Charter)
Four Embarcadero Center, San Francisco, CA 94111
(Address of Principal Executive Offices)
(415) 954-5400
(Registrant's Telephone Number, including Area Code)
Robert J. Goldstein
Kleinwort Benson Australian Income Fund, Inc.
Four Embarcadero Center
San Francisco, CA 94111
(Name and Address of Agent for Service)
If any securities being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933, other
than securities offered in connection with a dividend reinvestment plan, check
the following box. |_|
It is proposed that this filing will become effective (check appropriate box)
|_| when declared effective pursuant to section 8(c)
If appropriate, check the following box:
|_| this post-effective amendment
designates a new effective date for a previously filed post-effective amendment.
|_| This form is filed to register additional securities for an offering
pursuant to Rule 426(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration statement
for the same offering is -____.
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PART C
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
New Section 11 of the Article I of the Registrant's By-laws, as adopted
December 4, 1998 by the Registrant's Board of Directors, is filed herewith as
Exhibit 2.b.
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this amendment to its registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of San Francisco and State of California, on the 10th day of December 1998.
KLEINWORT BENSON AUSTRALIAN
INCOME FUND, INC.
By /s/ Robert Goldstein
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Robert J. Goldstein
Secretary
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EXHIBIT INDEX
Exhibit No. Description Method of Filing
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2.b. New Section 11 of Article I of the Filed Herewith.
Registrant's By-laws.
Exhibit 2.b.
Section 11. Advance Notice of Stockholder Nominees for Director and
Other Stockholder Proposals.
(a) The matters to be considered and brought before any annual or
special meeting of stockholders of the Corporation shall be limited to only such
matters, including the nomination and election of directors, as shall be brought
properly before such meeting in compliance with the procedures set forth in this
Section 11.
(b) For any matter to be properly before any annual meeting of
stockholders, the matter must be (i) specified in the notice of annual meeting
given by or at the direction of the Board of Directors, (ii) otherwise brought
before the annual meeting by or at the direction of the Board of Directors or
(iii) brought before the annual meeting in the manner specified in this Section
11(b) by a stockholder of record or a stockholder (a "Nominee Holder") that
holds voting securities entitled to vote at meetings of stockholders through a
nominee or "street name" holder of record and can demonstrate to the Corporation
such indirect ownership and such Nominee Holder's entitlement to vote such
securities. In addition to any other requirements under applicable law and the
Certificate of Incorporation and By-Laws of the Corporation, persons nominated
by stockholders for election as directors of the Corporation and any other
proposals by stockholders shall be properly brought before the meeting only if
written notice of any such matter to be presented by a stockholder at such
meeting of stockholders (the "Stockholder Notice") shall be delivered to the
Secretary of the Corporation at the principal executive office of the
Corporation not less than 90 nor more than 120 days prior to the first
anniversary date of the Corporation's annual meeting for the preceding year;
provided, however, if and only if the annual meeting is not scheduled to be held
within a period that commences 30 days before such anniversary date and ends 30
days after such anniversary date (an annual meeting date outside such period
being referred to herein as an "Other Annual Meeting Date"), such Stockholder
Notice shall be given in the manner provided herein by the later of the close of
business on (i) the date 90 days prior to such Other Annual Meeting Date or (ii)
the 10th day following the date such Other Annual Meeting Date is first publicly
announced or disclosed. Any stockholder desiring to nominate any person or
persons (as the case may be) for election as a director or directors of the
Corporation shall deliver, as part of such Stockholder Notice: (i) a statement
in writing setting forth (A) the name of the person or persons to be nominated,
(B) the number and class of all shares of each class of stock of the Corporation
owned of record and beneficially by each such person, as reported to such
stockholder by such nominee(s), (C) the information regarding each such person
required by paragraph (b) of Item 22 of Rule 14a-101 under the Securities
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Exchange Act of 1934, as amended (the "Exchange Act"), adopted by the Securities
and Exchange Commission (or the corresponding provisions of any regulation or
rule subsequently adopted by the Securities and Exchange Commission applicable
to the Corporation), (D) whether such stockholder believes any nominee will be
an "interested person" of the Corporation (as defined in the Investment Company
Act of 1940, as amended) and, if not an "interested person", information
regarding each nominee that will be sufficient for the Corporation to make such
determination, and (E) the number and class of all shares of each class of stock
of the Corporation owned of record and beneficially by such stockholder; (ii)
each such person's signed consent to serve as a director of the Corporation if
elected (iii) such stockholder's name and address; and, (iv) in the case of a
Nominee Holder, evidence establishing such Nominee Holder's indirect ownership
of, and entitlement to vote, securities at the meeting of stockholders. Any
stockholder who gives a Stockholder Notice of any matter proposed to be brought
before the meeting (not involving nominees for director) shall deliver, as part
of such Stockholder Notice, the text of the proposal to be presented; a brief
written statement of the reasons why such stockholder favors the proposal; such
stockholder's name and address; the number and class of all shares of each class
of stock of the Corporation owned of record and beneficially by such
stockholder; if applicable, any material interest of such stockholder in the
matter proposed (other than as a stockholder); and, in the case of a Nominee
Holder, evidence establishing such Nominee Holder's indirect ownership of, and
entitlement to vote, securities at the meeting of stockholders. As used herein,
shares "beneficially owned" shall mean all shares that such person is deemed to
beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act.
Notwithstanding anything in this Section 11(b) to the contrary, in the
event that the number of directors to be elected to the Board of Directors of
the Corporation is increased and either all of the nominees for director or the
size of the increased Board of Directors are not publicly announced or disclosed
by the Corporation at least 100 days prior to the first anniversary of the
preceding year's annual meeting, a Stockholder Notice shall also be considered
timely hereunder, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary of the
Corporation at the principal executive office of the Corporation not later than
the close of business on the 10th day following the first date all of such
nominees or the size of the increased Board of Directors shall have been
publicly announced or disclosed.
(c) Only such matters shall be properly brought before a special
meeting of stockholders as shall have been brought before the meeting pursuant
to the Corporation's notice of meeting. In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any stockholder may nominate a person or
persons (as the case may be), for election to such position(s) as specified in
the Corporation's notice of meeting, if the Stockholder Notice required by
Section 11(b) hereof shall be delivered to the Secretary of the Corporation at
the principal executive office of the Corporation not later than the close of
business on the 10th day following the day on which the date of the special
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meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting is publicly announced or disclosed.
(d) For purposes of this Section 11, a matter shall be deemed to have
been "publicly announced or disclosed" if such matter is disclosed in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission.
(e) In no event shall the adjournment of an annual meeting, or any
announcement thereof, commence a new period for the giving of notice as provided
in this Section 11. This Section 11 shall not apply to stockholder proposals
made pursuant to Rule 14a-8 under the Exchange Act.
(f) The person presiding at any meeting of stockholders, in addition to
making any other determinations that may be appropriate to the conduct of the
meeting, shall have the power and duty to determine whether notice of nominees
and other matters proposed to be brought before a meeting has been duly given in
the manner provided in this Section 11 and, if not so given, shall direct and
declare at the meeting that such nominees and other matters shall not be
considered.
