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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)
February 21, 2002
-----------------
(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. 044901106 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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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,224,291
BENEFICIALLY ------- --------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON ------- --------------------------------------------
WITH
9 SOLE DISPOSITIVE POWER
1,224,291
------- --------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,224,291
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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)
8.9%
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14 TYPE OF REPORTING PERSON*
HC
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(Page 2 of 11 Pages)
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CUSIP NO. 044901106 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 ITEMS 2(D) OR 2(E)
|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,224,291
BENEFICIALLY
OWNED BY ------- --------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON 0
WITH ------- --------------------------------------------
9 SOLE DISPOSITIVE POWER
1,224,291
------- --------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,224,291
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAI
SHARES
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
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14 TYPE OF REPORTING PERSON*
IA
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(Page 3 of 11 Pages)
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CUSIP NO. 044901106 13D PAGE 4 of 11
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NOTE: In connection with its usual year-end filings, on February
12, 2002 City of London Investment Management Company Limited
inadvertently filed a Schedule 13G with respect to its
holdings in The Asia Pacific Fund, Inc. That filing was made
in error and was not intended to reflect a change in any of
the purposes with which the Reporting Persons identified
therein hold their equity interests in The Asia Pacific Fund,
Inc. Accordingly, this Schedule 13D is being filed to, among
other things, reassert the contents of Item 4 of such
previously filed Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
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.
(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.
(Page 4 of 11 Pages)
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CUSIP NO. 044901106 13D PAGE 5 of 11
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(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 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.
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 1,224,291 Shares
beneficially owned by the Reporting Persons was $10,094,469,
inclusive of brokerage commissions.
The aggregate purchase price of the 58,358 Shares
beneficially owned by EWF was $423,119, inclusive of
brokerage commissions.
The aggregate purchase price of the 348,020 Shares
beneficially owned by GEM was $2,916,442, inclusive of
brokerage commissions.
The aggregate purchase price of the 355,620 Shares
beneficially owned by IEM was $3,048,164, inclusive of
brokerage commissions.
The aggregate purchase price of the 388,318 Shares
beneficially owned by MPEM was $3,144,886, inclusive of
brokerage commissions.
The aggregate purchase price of the 72,975 Shares
beneficially owned by GFM was $561,859, inclusive of
brokerage commissions.
ITEM 4. PURPOSE OF TRANSACTION.
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
(Page 5 of 11 Pages)
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CUSIP NO. 044901106 13D PAGE 6 of 11
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("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 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
(Page 6 of 11 Pages)
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CUSIP NO. 044901106 13D PAGE 7 of 11
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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 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.
(a) and (b). As of February 14, 2002, EWF, GEM, IEM, MPEM and
GFM owned directly 58,358, 348,020, 356,620, 388,318 and
72,975 Shares, respectively, representing approximately
0.42%, 2.52%, 2.59%, 2.82% and 0.53%, respectively, of the
13,792,096 Shares outstanding immediately after giving effect
to the Fund's self tender offer (the "Tender Offer"), which
was consummated on December 14, 2001. The number of Shares
indicated in the preceding sentence as being outstanding
immediately after giving effect to the Tender Offer is based
upon information contained in the Fund's press releases dated
December 10, 2001 and December 14, 2001, which were filed as
exhibits to amendments to the Fund's Schedule TO.
As of February 14, 2002, CLIG, through its control of CLIM,
had sole voting and dispositive power with respect to all
1,224,291 Shares owned directly by the City of London Funds,
representing approximately 8.9% of the of the 13,792,096
Shares outstanding immediately after giving effect to the
Tender Offer. The number of Shares indicated in the preceding
sentence as being outstanding immediately after giving effect
to the Tender Offer is based upon information contained in
the Fund's press releases dated December 10, 2001 and
December 14, 2001.
As of February 14, 2002, CLIM, in its capacity as investment
adviser to the City of London Funds, had sole voting and
dispositive power with respect to all 1,224,291 Shares owned
directly by the City of London Funds, representing
approximately 8.9% of the of the 13,792,096 Shares
outstanding immediately after giving effect to the Tender
Offer. The number of Shares indicated in the preceding
sentence as being outstanding immediately after giving effect
to the Tender Offer is based upon information contained in
the Fund's press releases dated December 10, 2001 and
December 14, 2001.
(Page 7 of 11 Pages)
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CUSIP NO. 044901106 13D PAGE 8 of 11
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(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
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
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.
Exhibit 99.1 Letter from CLIM to the Fund, dated August 7, 2001.
(Incorporated by reference to Exhibit 99.1 to the Schedule
13D filed by the Reporting Persons on November 28, 2001 with
respect to the Fund.)
Exhibit 99.2 Letter from CLIM to the Fund, dated November 20, 2001.
(Incorporated by reference to Exhibit 99.2 to the Schedule
13D filed by the Reporting Persons on November 28, 2001 with
respect to the Fund.)
(Page 8 of 11 Pages)
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CUSIP NO. 044901106 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: February 21, 2002
CITY OF LONDON INVESTMENT GROUP PLC
/s/ Douglas F. Allison
-------------------------------------
Name: Douglas F. Allison
Title: Finance Director
CITY OF LONDON INVESTMENT MANAGEMENT
COMPANY LIMITED
/s/ Clayton Gillece
-------------------------------------
Name: Clayton Gillece
Title: Director
(Page 9 of 11 Pages)
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CUSIP NO. 044901106 13D PAGE 10 of 11
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ANNEX A
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
(Page 10 of 11 Pages)
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CUSIP NO. 044901106 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$)
------ ------------------- ------------------- -------------
February 6, 2002 8,600 IEM 9.05
January 15, 2002 30,000 MPEM 8.92
January 14, 2002 5,900 MPEM 8.95
January 10, 2002 4,400 MPEM 9.0389
December 14, 2001 (18,732) EWF 9.56
December 14, 2001 (111,716) GEM 9.56
December 14, 2001 (111,716) IEM 9.56
December 14, 2001 (111,715) MPEM 9.56
December 14, 2001 (23,425) GFM 9.56
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(1) All sales made on December 14, 2001 were made to the Fund in connection with
the Tender Offer. All purchases were effected through open market or privately
negotiated transactions.
(Page 11 of 11 Pages)