-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OO8drTz8TUxObRsr+4qgnVT+qVVNbcdDYhl49jzpPB1qoXp3LMeRKx+2BczquOJD i0aagThg0F+OE6GuYaMjfA== 0000930413-04-002518.txt : 20040511 0000930413-04-002518.hdr.sgml : 20040511 20040511105610 ACCESSION NUMBER: 0000930413-04-002518 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040511 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRESIDENT & FELLOWS OF HARVARD COLLEGE CENTRAL INDEX KEY: 0000315016 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 042103580 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O HARVARD MANAGEMENT COMPANY INC STREET 2: 600 ATLANTIC AVENUE CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6175234400 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KOREA FUND INC CENTRAL INDEX KEY: 0000748691 IRS NUMBER: 133226146 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36819 FILM NUMBER: 04795255 BUSINESS ADDRESS: STREET 1: 345 PARK AVE STREET 2: C/O DEUTSCHE ASSET MANAGEMENT CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 617-295-3986 MAIL ADDRESS: STREET 1: DEUTSCHE ASSET MANAGEMENT STREET 2: TWO INTERNATIONAL FUND CITY: BOSTON STATE: MA ZIP: 02110 SC 13D/A 1 c32296.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) The Korea Fund, Inc. ----------------------- (Name of Issuer) Common Stock ---------------- (Title of Class of Securities) 500634100 --------------- (CUSIP Number) Michael Pradko Harvard Management Company, Inc. 600 Atlantic Avenue Boston, Massachusetts 02210 (617) 523-4400 with a copy to: Theodore Altman, Esq. Piper Rudnick LLP 1251 Avenue of the Americas New York, New York 10020-1104 ------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 10, 2004 --------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] - -------------------- ------------------ CUSIP No. 500634100 SCHEDULE 13D AMENDMENT NO. 4 Page 2 of 4 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NUMBERS President and Fellows of Harvard College - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY 9,924,971 ----------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 0 ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 9,924,971 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,924,971 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON EP - -------------------------------------------------------------------------------- This fourth amendment (the "Fourth Amendment") amends and supplements the statement on Schedule 13D, as amended by Amendments No. 1, No. 2 and No. 3 (the "Schedule"), previously filed with the Securities and Exchange Commission on December 15, 2003 by the President and Fellows of Harvard College ("Harvard"), with respect to the common stock, par value $0.01 per share (the "Common Stock"), of The Korea Fund, Inc., a Maryland corporation (the "Issuer"). ITEM 4. PURPOSE OF TRANSACTION Harvard has submitted a shareholder proposal (the "Shareholder Proposal") providing that the investment management agreement, between the Fund and Deutsche Investment Management Americas Inc. ("DIM"), as currently in effect on the date hereof (the "Management Agreement"), be terminated immediately. Upon the termination of the Management Agreement, DIM's research and advisory agreement with its subadvisor, Deutsche Investments Trust Management Company Limited, shall automatically terminate in accordance with its terms. Accompanying the Shareholder Proposal is a statement (the "Statement") by Harvard setting forth its reasons for making the Shareholder Proposal. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS The following document is filed as an Exhibit to this Fourth Amendment: EXHIBIT A: Shareholder Proposal and Statement. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 10, 2004 PRESIDENT AND FELLOWS OF HARVARD COLLEGE By: /s/ MICHAEL S. PRADKO --------------------------------- Name: Michael S. Pradko Title: Authorized Signatory EX-99.A 2 c32296_ex99a.txt EXHIBIT A PROPOSAL: That the investment management agreement, between the Fund and Deutsche Investment Management Americas Inc., as currently in effect on the date hereof, be terminated immediately. STATEMENT: President and Fellows of Harvard College ("Harvard") has been a shareholder of the Fund for more than 4 years. We currently own almost 10 million shares, more than 22.2% of the Fund. We have communicated with Deutsche Investment Management Americas, Inc. ("DIM"), the Fund's manager, several times regarding the discount of the Fund's shares from their net asset value. Last December, we met with the Fund's Board and representatives of DIM. We discussed the discount and ways in which the Fund might reduce or eliminate the discount. We believe that a large discount is unacceptable, and that the Board has several viable alternatives to reduce or eliminate the discount. Instead of implementing one of these viable alternatives, early this year the Fund announced a tender offer for up to 10% of its shares at 95% of its then current net asset value, with a program for up to two additional similar tender offers in the following years if the discount exceeded 15%. This program is totally inadequate and brings to light the severe conflicts that exist between Fund shareholders and DIM. Had DIM formulated a substantial tender offer for up to 50% or more of the Fund's shares and made the offering price net asset value rather than a discount from net asset value, DIM truly would have created value for shareholders. That tender offer, however, also would have resulted in a loss in fees for DIM since its fees are based on the size of the Fund. Clearly, DIM chose preservation of its interests over the interests of shareholders. DIM could not have followed this path without the approval of the Fund's Board. We have tried to assess why the Board has gone along with DIM. It cannot be DIM's extraordinary performance. The Fund's performance is ordinary when compared to competitors and to recognized indices for the Korean securities in which it invests. While rules of the Korean securities markets under which the Fund operates limit its ability to liquidate holdings, DIM has not made any effort to obtain relief from those rules. The Korean securities market has matured exponentially since the inception of the Fund. Harvard believes the Fund readily could have obtained relief from those rules. Others have. Even with the rules, DIM and the Board could have done much better than the program they announced. Our conclusion is that DIM has undue influence over the Board and that Harvard and other shareholders will not get management responsive to our interests unless DIM is removed as the Fund's manager. Accordingly, Harvard has submitted a proposal to terminate DIM's investment management agreement with the Fund, effective immediately. Upon the termination of the management agreement, DIM's research and advisory agreement with its subadvisor, Deutsche Investments Trust Management Company Limited, shall automatically terminate in accordance with its terms. -----END PRIVACY-ENHANCED MESSAGE-----