[COUDERT BROTHERS LETTERHEAD]
1934 Act
Rule 13d-1
September 18, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: 1934 Act Filing Desk
Ladies and Gentlemen:
SCHEDULE 13G FOR COMMONWEALTH BANK OF AUSTRALIA REGARDING LOOKSMART, LTD.
On behalf of the Commonwealth Bank of Australia ("CBA"), attached is a Schedule
13G relating to the ownership of CBA in LookSmart, Ltd. (the "Company") filed
through the EDGAR system.
This Schedule 13G is filed by the CBA to report its ownership of 43,886,194
CHESS Depository Interests ("CDIs") with such CDIs representing 2,194,310 Shares
of Common Stock of the Company. The CDIs are traded on the Australian Stock
Exchange (the "ASX"). The CDIs of the Company were acquired by CBA on June 13,
2000, being the date that CBA merged with Colonial Limited ("Colonial") and CBA
assumed management of the funds management operations previously operated by
Colonial. The CDIs of the Company were acquired on the ASX by the Colonial First
State Investment Group Limited, Commonwealth Investment Services Limited and
Commonwealth Funds Management Limited, all of which are wholly owned
subsidiaries of CBA (collectively the "Fund Managers"). The Fund Managers hold
the CDIs for clients who share voting and dispositive power with Fund Managers
over the CDIs.
CBA failed to timely file this Schedule 13G as it did not appreciate the extent
of its clients holdings in the CDIs until after the merger with Colonial on June
13, 2000. CBA apologizes for this late filing but has taken action to rectify
the situation as soon as it realized the failure to timely file the Schedule
13G.
Yours sincerely,
/s/ Warren Scott
Warren Scott
Direct line (61-2) 9930-7680 Partner Warren Scott
Direct fax (61-2) 9930-7117
Email [email protected]
Enc
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
LOOKSMART, LTD.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
543442107
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(CUSIP Number)
JUNE 13, 2000
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(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).
Page 1 of 7
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CUSIP No. 543442107 13G Page 2 of 7 Pages
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1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY).
Commonwealth Bank of Australia
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3. SEC USES ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Australia
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NUMBER OF | 5. Sole Voting Power
SHARES |------------------------------------------------------
BENEFICIALLY | 6. Shared Voting Power 2,194,310
OWNED BY |------------------------------------------------------
EACH | 7. Sole Dispositive Power
REPORTING |------------------------------------------------------
PERSON WITH | 8. Shared Dispositive Power 2,194,310
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,194,310
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.39%
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12. TYPE OF REPORTING PERSON* CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7
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ITEM 1(a). Name of Issuer
LookSmart, Ltd.
ITEM 1(b). Address of Issuer's Principal Executive Offices:
660 Townsend Street, Suite 49E
San Francisco
California 94103
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 2000
ITEM 2(c). Citizenship:
Australia
ITEM 2(d). Title of Class of Securities:
Common Stock
ITEM 2(e). CUSIP Number:
543442107
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);
Page 3 of 7
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(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:
2,194,310 as represented by 43,886,194 CHESS Depositary
Interests(2)
(b) Percent of class:
9.39%
(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:
2,194,310 as represented by 43,886,194 CHESS Depository
Interests(2)
--------
(2) The Reporting Person ("CBA") beneficially owns 43,886,194 CHESS Depository
Interests ("CDIs") with such CDIs representing 2,194,310 Shares of Common Stock
of LookSmart, Ltd. The CDIs are traded on the Australian Stock Exchange (the
"ASX"). The CDIs were acquired by CBA on June 13, 2000, being the date that CBA
merged with Colonial Limited ("Colonial") and CBA assumed management of the
funds management operations previously operated by Colonial. The CDIs of
LookSmart, Ltd. were acquired on the ASX by the Colonial First State Investment
Group Limited, Commonwealth Investment Services Limited and Commonwealth Funds
Management Limited, all of which 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.
Page 4 of 7
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(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
2,194,310 as represented by 43,886,194 CHESS Depository
Interests(2)
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
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
Reporting Person, have the ultimate right to receive any dividends from the
common stock beneficially owned by the Reporting Person 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.
Page 5 of 7
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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 is true, complete and
correct.
Date: September 18, 2000
COMMONWEALTH BANK OF
AUSTRALIA
By: /s/ KEVIN BOURKE
-------------------------
Name: Kevin Bourke
Title: Assistant Secretary
Page 6 of 7
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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
Page 7 of 7
