As filed with the Securities and Exchanged Commission on October 15, 2001.
File No. 811-06342
Registration No. 33-46853
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
Registration Statement Under the Investment Company Act of 1940
Amendment No. 6
ABERDEEN COMMONWEALTH INCOME FUND, INC.
(Exact name of Registrant as Specified in Charter)
800 Scudders Mill Road
Plainsboro, NJ 08536
Registrant's telephone number, including Area Code: (609)282-7374
Sander M. Bieber, Esquire
Dechert
1775 Eye Street, N.W.
Washington, D.C. 20006
(202) 261-3308
(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)
___
The following boxes should only be included and completed if the registrant
is a registered closed-end management investment company or business development
company which makes periodic repurchase offers under Rule 23c-3 under the
Investment Company Act and is making this filing in accordance with Rule 486
under the Securities Act.
X immediately upon filing pursuant to paragraph (b)
___
PART C
Registrant's Articles of Amendment, as adopted by the Registrant on
December 3rd, 1996, filed herewith as Exhibit (a)(9)(ii).
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment No. 6 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the District of Columbia, on the
15th day of October, 2001. The undersigned duly represents that this amendment
to the registration statement does not contain disclosure which would render it
ineligible to become effective under Rule 486(b) of the Securities Act of 1933.
ABERDEEN COMMONWEALTH INCOME FUND, INC.
*
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Hugh Young
President
By: /s/ Sander M. Bieber
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Sander M. Bieber
as Attorney-in-Fact for Hugh Young
* Pursuant to power of attorney filed 8/30/01.
EXHIBIT INDEX
Exhibit Description
(a)(9)(ii) Articles of Amendment, dated December 3, 1996.
EXHIBIT (a)(9)(ii)
THE FIRST COMMONWEALTH FUND, INC.
ARTICLES OF AMENDMENT
The First Commonwealth Fund, Inc. a Maryland corporation, having its
principal Maryland office in the City of Baltimore in the State of Maryland
(which is hereinafter called the "Corporation") hereby certifies to the Maryland
State Department of Assessments and Taxation (the "Department") that:
FIRST: The charter of the Corporation is amended by splitting and changing
each issued and outstanding share of Auction Market Preferred Stock, Series W-7,
par value $.001 per share, liquidation preference $50,000 per share, into two
issued and outstanding shares of Auction Market Preferred Stock of the same
series, each unit with a par value of $.001 per share and a liquidation
preference of $25,000 per share.
SECOND: After the effective time of this amendment, each holder of any
outstanding certificate or certificates representing shares of Auction Market
Preferred Stock, Series W-7, par value $.01 per share, liquidation preference of
$50,000 per share, may surrender same to the Corporation and receive an exchange
therefore, a certificate or Certificates representing the number of whole shares
of Auction Market Preferred Stock, par value $.001 per share, liquidation
preference of $25,000 per share into which Series W-7 of Auction Market
Preferred Stock of the Corporation shall have been split pursuant to these
Articles of Amendment. Until so surrendered, any outstanding certificates for
shares of Series W-7 of the Auction Market Preferred Stock of the Corporation
shall be deemed evidence of ownership of the number of whole shares of Auction
Market Preferred Stock of Series W-7, par value $.001 per share, liquidation
preference of $25,000 per share into which such outstanding shares of the
Corporation shall have been split in change pursuant to these Articles of
Amendment and shall be subject to the changes hereunder to the Articles
Supplementary.
THIRD: The Articles Supplementary of the Corporation by which the Board of
Directors has heretofore authorized the issuance of up to 1,500 shares of its
authorized preferred stock, par value $.001 per share, liquidation preference
$50,000 per share, designated Auction Market Preferred Stock, Series W-7
(sometimes herein the "Articles Supplementary") is amended, as of the effective
date of this amendment by:
(a) Striking from Article FIRST of the Articles Supplementary filed with
the Department on July 27, 1992, the clause "the issuance of one series of up to
1,500 shares of its authorized preferred stock, par value $.001 per share,
liquidation preference $50,000 per share," and inserting in lieu thereof the
clause ", the issuance of one series of up to 1,500 of its authorized preferred
stock, par value $.001 per share, liquidation preference $25,000 per share," and
(b) Amending each of the following sections of Article THIRD of the
Articles Supplementary, creating Series W-7 of the Auction Market Preferred
Stock under the heading DESIGNATION by deleting clauses "600 shares of preferred
stock" and "$50,000 per share" and inserting in lieu thereof "1,200 shares of
preferred stock" and "$25,000 per share"; and
(c) In each of the following sections of the Articles Supplementary
creating Series W-7 of Auction Market Preferred Stock the sum of $25,000 is
inserted in lieu of "$50,000";
1. Definitions.
"AMPS Basic Maintenance Amount,"
"Dividend Coverage Amount"
"Mandatory Redemption Price"
"Optional Redemption Price"
"Specific Redemption Provisions"
2. Dividends. (c)(ii)
3. Liquidation Rights.; and
(d) In addition to the amendments to the Articles Supplementary
specifically set forth above, said Articles Supplementary is hereby amended
mutatis mutandis to the extent necessary to give effect to the reduction of the
per share liquidation preference from $50,000" to $25,000" and the related two
to one split of the outstanding shares of Series W-7 of the Auction Market
Preferred Stock set forth in Article First hereof.
FOURTH: The amendments to the charter of the Corporation as set forth above
have been duly advised by the Board of Directors and approved by the
stockholders of the Corporation by the vote required by law;
FIFTH: These Articles of Amendment do not increase the authorized stock of
the Corporation or the aggregate par value thereof.
SIXTH: This amendment shall become effective as of Eleven a.m. on December
3, 1996.
IN WITNESS WHEREOF, the First Commonwealth Fund, Inc. has caused these
Articles of Amendment to be signed in its name and on its behalf by its
President, Laurence S. Freedman, and witnessed by its Assistant Secretary,
Margaret A. Bancroft, on the 2nd day of December, 1996.
THE UNDERSIGNED President of the Corporation acknowledge these Articles of
Amendment to be the Corporate Act of the Corporation and states that to the best
of his or her knowledge, information and belief, the matters and facts set forth
herein with respect to the authorization and approval thereof are true in all
material respects and that this statement is made under the penalties of
perjury.
The First Commonwealth Fund, Inc.
By: /s/ Laurence S. Freedman
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Laurence S. Freedman, President
WITNESS:
/s/ Margaret A. Bancroft
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Margaret A. Bancroft, Assistant Secretary