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. 3 )(1)
-------------
RESMED INC
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
--------------------------------------------------------------------------------
(Title of Class of Securities)
761152107
--------------------------------------------------------------------------------
(CUSIP Number)
NOVEMBER 19, 2002
--------------------------------------------------------------------------------
(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
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY).
Commonwealth Bank of Australia
IRS Identification No. - N/A - Foreign Corporation
--------------------------------------------------------------------------------
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 3,311,713
OWNED BY -----------------------------------------------------
EACH 7. Sole Dispositive Power
REPORTING -----------------------------------------------------
PERSON WITH 8. Shared Dispositive Power 3,311,713
-------------------------- -----------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,311,713
--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.06%(2)
--------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON* CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
----------------------
(2) See Item 4(a).
2
--------------------------------------------------------------------------------
CUSIP No. 761152107 13G
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY).
Colonial First State Investment Group Limited
IRS Identification No. - N/A - Foreign Corporation
--------------------------------------------------------------------------------
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 2,902,642
OWNED BY -----------------------------------------------------
EACH 7. Sole Dispositive Power
REPORTING -----------------------------------------------------
PERSON WITH 8. Shared Dispositive Power 2,902,642
-------------------------- -----------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,902,642
--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.82%
--------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON* CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
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 RULE 13d-1(b) OR RULE 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 Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 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);
4
(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 Rule 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:
3,311,713 as represented by 33,117,132 CHESS Depositary Interests(3)
(b) Percent of class:
10.06%
(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:
---------------------------
(3) The first Reporting Person, the Commonwealth Bank of Australia ("CBA"),
beneficially owns 33,117,132 CHESS Depository Interests ("CDIs") with such CDIs
representing 3,311,713 shares of Common Stock of ResMed Inc. The CDIs are traded
on the Australian Stock Exchange (the "ASX"). Except as specified below, the
CDIs of ResMed Inc were acquired on the ASX by Colonial First State Investment
Group Limited ("Colonial First State"), Commonwealth Investment Services Limited
("CISL") and Commonwealth Funds Management Limited ("CFML"), all of which are
wholly owned subsidiaries of CBA (collectively the "CBA Fund Managers"). The
second Reporting Person, Colonial First State, beneficially owns 29,026,426 CDIs
with such CDIs representing 2,902,642 shares of Common Stock of ResMed Inc. CISL
beneficially owns 3,699,323 CDIs with such CDIs representing 369,932 shares of
Common Stock of ResMed Inc. CFML beneficially owns 391,383 CDIs with such CDIs
representing 39,138 shares of Common Stock of ResMed Inc. The CBA Fund Managers
hold these CDIs for clients who have shared voting and dispositive power with
CBA Fund Managers over the CDIs.
Colonial First State, as the responsible entity under Australian law of
the "First Choice" funds, has outsourced, to external managers unrelated to CBA,
certain voting and dispositive functions over securities acquired by these
external managers and held in these funds, including ResMed Inc CDIs. Under
these outsourcing arrangements, these external managers have acquired 665,705
CDIs, representing 66,570 shares of Common Stock of ResMed Inc, on behalf of
Colonial First State. CISL, as the responsible entity under Australian law of
certain of the "Commonwealth Investment Management" funds, has outsourced, to
Commonwealth Life Limited ("CLL"), and Commonwealth Managed Investments Limited
("CMIL"), both wholly owned subsidiaries of CBA, certain voting and dispositive
functions over securities acquired by CLL and CMIL and held in these funds,
including ResMed Inc CDIs. Under these outsourcing arrangements, CMIL has
acquired 1,856,816 CDIs, with such CDIs representing 185,681 shares of Common
Stock of ResMed Inc, on behalf of CISL, and CLL has acquired 891,257 CDIs, with
such CDIs representing 89,125 shares of Common Stock of ResMed Inc, on behalf of
CISL.
5
3,311,713 as represented by 33,117,132
CHESS Depositary Interests
(iii) Sole power to dispose or to direct the
disposition of:
0
(iv) Shared power to dispose or to direct the
disposition of:
3,311,713 as represented by 33,117,132
CHESS Depositary Interests
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.
6
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: December 6, 2002
COMMONWEALTH BANK OF
AUSTRALIA
By: /s/ John Damien Hatton
------------------------
Name: John Damien Hatton
Title: Company Secretary
COLONIAL FIRST STATE
INVESTMENT GROUP LIMITED
By: /s/ Peter Sipek
-----------------------
Name: Peter Sipek
Title: Senior Manager,
Investment
Management Support
7
EXHIBIT A
Subsidiaries Acquiring Securities Being Reported on
---------------------------------------------------
By the Parent Holding Company or Control Person
-----------------------------------------------
Colonial First State Investment Group Limited
Commonwealth Investment Services Limited
Commonwealth Life Limited
Commonwealth Managed Investments Limited
Commonwealth Funds Management Limited
EXHIBIT B
The undersigned hereby agree that they are filing this Schedule 13G amendment
jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely
filing of such Schedule 13G amendment and any amendments thereto, and for the
completeness and accuracy of the information concerning such person contained
therein; but none of them is responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such person
knows or has reason to believe that such information is inaccurate.
COMMONWEALTH BANK OF
AUSTRALIA
By: /s/ John Damien Hatton
------------------------
Name: John Damien Hatton
Title: Company Secretary
COLONIAL FIRST STATE
INVESTMENT GROUP LIMITED
By: /s/ Peter Sipek
-----------------------
Name: Peter Sipek
Title: Senior Manager,
Investment
Management Support