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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
The Asia Pacifc Fund, Inc
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
044901106
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(CUSIP Number)
Clayton Gillece
c/o City of London Investment Management Company Limited
10 Eastcheap, London EC3M ILX, England
+44 207 711 0771
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 28, 2001
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box / X /.
*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 purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
(Continued on following pages)
(Page 1 of 11 Pages)
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CUSIP NO. 04516T105 13D PAGE 2 of 11
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
City of London Investment Group PLC, a company incorporated
under the laws of England and Wales.
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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*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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7 SOLE VOTING POWER
NUMBER OF 1,552,695
------- -----------------------------------------------------
SHARES ------- -----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY ------- -----------------------------------------------------
------- -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,552,695
------- -----------------------------------------------------
PERSON ------- -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,552,695
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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)
10.1%
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14 TYPE OF REPORTING PERSON*
HC
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CUSIP NO. 04516T105 13D PAGE 3 of 11
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
City of London Investment Management Company Limited, a
company incorporated under the laws of England and Wales.
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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*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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7 SOLE VOTING POWER
NUMBER OF 1,552,695
------- -----------------------------------------------------
SHARES ------- -----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY ------- -----------------------------------------------------
------- -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,552,695
------- -----------------------------------------------------
PERSON ------- -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,552,695
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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)
10.1%
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14 TYPE OF REPORTING PERSON*
IA
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CUSIP NO. 04516T105 13D PAGE 4 of 11
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ITEM 1. SECURITY AND ISSUER.
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This statement relates to the shares of common stock, par value $.01
per share (the "Shares"), of The Asia Pacific Fund, Inc., a Maryland
corporation (the "Fund"). The principal executive offices of the Fund
are located at Gateway Center Three, Newark, New Jersey 07102-4077.
ITEM 2. IDENTITY AND BACKGROUND.
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(a), (b) and (c). This statement is being filed by City of London
Investment Group PLC ("CLIG") and City of London Investment Management
Company Limited ("CLIM," and together with CLIG, the "Reporting
Persons").
The principal business of CLIG is serving as the parent holding
company for the City of London group of companies, including CLIM. The
business address and principal executive offices of CLIG are 10
Eastcheap, London EC3M ILX, England. The directors and executive
officers of CLIG, their business addresses and present principal
occupation or employment are set forth on Annex A attached to this
Schedule 13D.
CLIM is an emerging markets fund manager which specializes in
investing in closed-end investment companies and is a registered
investment adviser under Section 203 of the Investment Advisers Act of
1940. CLIM is controlled by CLIG. CLIM is principally engaged in the
business of providing investment advisory services to various public
and private investment funds, including The Emerging World Fund
("EWF"), a Dublin, Ireland-listed open-ended investment company,
Global Emerging Markets Country Fund ("GEM"), a private investment
fund organized as a Delaware business trust, Investable Emerging
Markets Country Fund ("IEM"), a private investment fund organized as a
Delaware business trust, MP Emerging Markets Country Fund ("MPEM"), a
private investment fund organized as a Delaware business trust, and
GFM (Institutional) Emerging Markets Country Fund ("GFM"), an
open-ended fund organized under the laws of the Province of Ontario
(EWF, GEM, IEM, MPEM and GFM are referred to herein collectively as
the "City of London Funds"). The business address and principal
executive offices of CLIM are 10 Eastcheap, London EC3M ILX, England.
The directors and executive officers of CLIM, their business addresses
and present principal occupation or employment are set forth on Annex
A attached to this Schedule 13D.
The Shares to which this Schedule 13D relates are owned directly by
the City of London Funds.
(d) and (e). During the last five years, none of the Reporting Persons
or, to the knowledge or belief of the Reporting Persons, none of the
natural persons identified in this Item 2, has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanours), or has been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a
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CUSIP NO. 04516T105 13D PAGE 5 of 11
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judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws.
(f). Each of the Reporting Persons is a company incorporated under the
laws of England and Wales. Each natural person identified in this Item
2 is a citizen of Great Britain.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Beneficial ownership of the Shares to which this statement relates was
acquired by the Reporting Persons with invested capital of the City of
London Funds.
The aggregate purchase price of the 1,552,695 Shares beneficially
owned by the Reporting Persons was $13,171,378, inclusive of brokerage
commissions.
The aggregate purchase price of the 77,090 Shares beneficially owned
by EWF was $575,543, inclusive of brokerage commissions.
The aggregate purchase price of the 459,736 Shares beneficially owned
by GEM was $3,912,354, inclusive of brokerage commissions.
The aggregate purchase price of the 459,736 Shares beneficially owned
by IEM was $4,148,307, inclusive of brokerage commissions.
The aggregate purchase price of the 459,733 Shares beneficially owned
by MPEM was $3,772,505, inclusive of brokerage commissions.
The aggregate purchase price of the 96,400 Shares beneficially owned
by GFM was $762,669, inclusive of brokerage commissions.
ITEM 4. PURPOSE OF TRANSACTION.
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From time to time, the Reporting Persons have acquired beneficial
ownership of Shares in the ordinary course of business for investment
purposes and have held Shares in such capacity. The Reporting Persons
have owned Shares of the Fund since December 1998.
Pursuant to a letter dated November 20, 2001 (a copy of which is
attached as an exhibit to this Schedule 13D), CLIM expressed to the
Chairman of the Fund its views concerning the lack of commitment of
the Fund's management and Board of Directors to address and take
meaningful actions to reduce the substantial and persistent discount
to net asset value ("NAV") at which the Fund's shares trade. That
letter followed CLIM's previous letter to the Chairman of the Fund
dated August 7, 2001 (a copy of which is also attached as an exhibit
to this Schedule 13D) in which CLIM expressed its views concerning the
substantial and persistent discount to NAV at which the shares were
trading as well as its views with respect to the various proposals
that were submitted to a vote of the Fund's
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CUSIP NO. 04516T105 13D PAGE 6 of 11
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shareholders at the Fund's 2001 annual meeting of shareholders.
However, to date, the Reporting Persons believe that management of the
Fund and the Board have not indicated a willingness to follow the
Reporting Persons' suggestions or recommendations.
The Reporting Persons believe that the Fund and its Board have not
been fully committed to eliminating or permanently reducing the
discount to NAV at which the Fund's shares trade and to enhancing
value for the shareholders of the Fund. Given the persistence of the
substantial discount to NAV, the Reporting Persons do not believe that
it is appropriate for the Board to be relying on the markets and small
self-tender offers for a solution. Instead, the Reporting Persons
believe that a proper solution requires a significantly more active
policy on the matter than that put in place by the Board. In addition,
the Reporting Persons believe that establishing a threshold for
conducting minor self-tenders at a discount to NAV of 15% is a
statement by the Board that it believes that a persistent discount of
just under 15% is acceptable to the shareholders.
In its November 20, 2001 letter to the Chairman of the Board, CLIM
also expressed its concern as a shareholder of the Fund over the
Board's unwillingness to listen to the views of shareholders and
shareholder sentiment. In this regard, the Fund has not undertaken any
of the actions proposed and approved by shareholders at the last two
annual meetings.
The Reporting Persons believe that management and the Board should now
openly and publicly commit to the shareholders to address the
substantial and persistent discount to NAV and to enhance shareholder
value through whatever means necessary, with no prejudice for or
against any option (e.g., open-ending (including by way of merger),
substantial tender, liquidation, conversion to interval status,
conversion to an index-based exchange-traded fund (or, if permissible,
an actively managed ETF), termination of the investment management
agreement, etc.). Furthermore, the Reporting Persons would consider
supporting shareholder proposals aimed at addressing, in a more
meaningful manner, the Fund's discount to NAV and enhancing
shareholder value. Such proposals might include, but are not
necessarily limited to, an opposing slate of directors who would be
committed to addressing the discount and any of the actions described
above. The Reporting Persons also may consider submitting nominees for
election as directors or a shareholder proposal for consideration at
the next meeting of shareholders of the Fund.
In addition to the foregoing, the Reporting Persons may consider the
feasibility and advisability of various alternative courses of action
with respect to their investments in the Fund, and the Reporting
Persons reserve the right, subject to applicable law, (i) to hold
their Shares as passive investors or as active investors (whether or
not as members of a "group" with other beneficial owners of Shares or
otherwise), (ii) to acquire beneficial ownership of additional Shares
in the open market, in privately negotiated transactions or otherwise,
(iii) to dispose of all or part of their holdings of Shares, (iv) to
take other actions which could involve one or more of the types of
transactions or have one or more of the results described in Item 4 of
this Schedule 13D, or (v) to change their intentions with respect to
any or all of the matters referred to in this Item 4. The Reporting
Persons' decisions and actions with respect to such possibilities will
depend upon a number of
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CUSIP NO. 04516T105 13D PAGE 7 of 11
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factors, including, but not limited to, the actions of the Fund,
market activity in the Shares, an evaluation of the Fund and its
prospects, general market and economic conditions, conditions
specifically affecting the Reporting Persons and other factors which
the Reporting Persons may deem relevant to their investment decisions.
Except as set forth herein, no contract, arrangement, relationship or
understanding (either oral or written) exists among the Reporting
Persons as to the acquisition, disposition, voting or holding of
Shares. Except as set forth herein, no Reporting Person has any
present plan or proposal that would result in or relate to any of the
transactions required to be described in Item 4 of Schedule 13D.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
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(a) and (b). As of November 20, 2001, EWF, GEM, IEM, MPEM and GFM
owned directly 77,090, 459,736, 459,736, 459,733 and 96,400 Shares,
respectively, representing approximately 0.50%, 3.0%, 3.0%, 3.0% and
0.63%, respectively, of the 15,324,551 Shares outstanding as of
September 30, 2001, as reported in the Fund's Semi-Annual Report on
Form N-30D for the period ended September 30, 2001 (the "Form N-30D").
As of November 20, 2001, CLIG, through its control of CLIM, had sole
voting and dispositive power with respect to all 1,552,695 Shares
owned directly by the City of London Funds, representing approximately
10.1% of the 15,324,551 Shares outstanding as of September 30, 2001,
as reported in the Form N-30D.
As of November 20, 2001, CLIM, in its capacity as investment adviser
to the City of London Funds, had sole voting and dispositive power
with respect to all 1,552,695 Shares owned directly by the City of
London Funds, representing approximately 10.1% of the 15,324,551
Shares outstanding as of September 30, 2001, as reported in the Form
N-30D.
(c). Information with respect to all transactions in the Shares
beneficially owned by the Reporting Persons that were effected during
the past 60 days is set forth in Annex B to this Schedule 13D.
(d). None
(e). Not Applicable
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CUSIP NO. 04516T105 13D PAGE 8 of 11
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER.
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Except as set forth in Item 4 of this Schedule 13D, none of the
Reporting Persons has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any
securities of the Fund including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or
the voting of any securities of the Fund, joint ventures, loan or
option arrangements, puts or calls, guaranties of profits, division of
profits or losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit 99.1 Letter from CLIM to the Fund, dated August 7, 2001.
Exhibit 99.2 Letter from CLIM to the Fund, dated November 20, 2001.
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CUSIP NO. 04516T105 13D PAGE 9 of 11
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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.
Dated: November 28, 2001
CITY OF LONDON INVESTMENT GROUP PLC
/ s / Douglas F. Allison
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Name: Douglas F. Allison
Title: Finance Director
CITY OF LONDON INVESTMENT
MANAGEMENT COMPANY LIMITED
/ s / Clayton Gillece
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Name: Clayton Gillece
Title: Director
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CUSIP NO. 04516T105 13D PAGE 10 of 11
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ANNEX A
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DIRECTORS AND EXECUTIVE OFFICERS
The names of the directors and executive officers of CLIG and their business
addresses and present principal occupation or employment are set forth below. If
no business address is given, the business address of such director or executive
officer is c/o City of London Investment Group PLC, 10 Eastcheap, London EC3M
ILX, England.
Andrew Davison Chairman
Barry Olliff Chief Executive Officer
Douglas Allison Finance Director
Peter O'Sullivan Compliance Director
Omar Ashur Non-Executive Director
George Robb Non-Executive Director
The names of the directors and executive officers of CLIM and their business
addresses and present principal occupation or employment are set forth below. If
no business address is given, the business address of such director or executive
officer is c/o City of London Investment Management Limited, 10 Eastcheap,
London EC3M ILX, England.
Barry Olliff Chief Investment Officer
Douglas Allison Finance Director
Peter O'Sullivan Compliance Director
Mark Dwyer Director
Clayton Gillece Director
Michael Russell Director
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CUSIP NO. 04516T105 13D PAGE 11 of 11
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ANNEX B
INFORMATION WITH RESPECT TO TRANSACTIONS
IN THE FUND'S COMMON STOCK
DURING THE PAST SIXTY DAYS
Number of Shares City of London
of Common Stock Fund which Price Per Share
Date Purchased/(Sold)(1) Purchased/(Sold)(1) (US$)
---- ------------------- ------------------- -----
September 19, 2001 2,400 GFM 6.50
September 21, 2001 4,000 EWF 6.03
September 28, 2001 6,300 EWF 6.50
October 26, 2001 (4,200) GFM 7.22
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(1) All purchases/sales were effected through open market or privately
negotiated transactions.