-----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, FR6tkIVKRt5F/ftgabtpcSuess4S1M7YoaoxU26AiT7GExEwIYD0EbXU90T+FU5Y h5ffeecrQiHNz0xsr8KP4A== 0000950123-04-001658.txt : 20040212 0000950123-04-001658.hdr.sgml : 20040212 20040212164012 ACCESSION NUMBER: 0000950123-04-001658 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040212 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 TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36819 FILM NUMBER: 04592209 BUSINESS ADDRESS: STREET 1: 345 PARK AVE STREET 2: C/O SCUDDER STEVENS & CLARK INC CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 6173305464 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KOREA FUND INC CENTRAL INDEX KEY: 0000748691 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133226146 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 345 PARK AVE STREET 2: C/O SCUDDER STEVENS & CLARK INC CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 6173305464 SC TO-I/A 1 y94198a1sctoviza.txt AMENDMENT NO. 1 TO SCHEDULE TO As filed with the Securities and Exchange Commission on February 12, 2004. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) ---------------- THE KOREA FUND, INC. (Name of Subject Company (issuer)) THE KOREA FUND, INC. (Name of Filing Person (offeror)) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 500634100 (CUSIP Number of Class of Securities) Richard T. Hale, Chairman The Korea Fund, Inc. c/o Deutsche Investment Management Americas, Inc. 345 Park Avenue New York, New York 10154 (800) 349-4281 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) ---------------- COPY TO: Meredith M. Brown, Esq. Debevoise & Plimpton 919 Third Avenue New York, New York 10022 (212) 909-6000 ---------------- CALCULATION OF FILING FEE TRANSACTION VALUATION AMOUNT OF FILING FEE $106,781,675 (a) $8,638.64 (b) (a) Calculated as the aggregate maximum purchase price to be paid for 4,966,590 shares in the offer, based upon a price of $21.50 (95% of the net asset value per share of $22.63 on January 20, 2004). (b) Calculated at $80.90 per $1,000,000 of the Transaction Value. [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $8,638.64 Form or Registration No.: Schedule TO Filing Party: The Korea Fund, Inc. Date Filed: January 23, 2004 [ ] Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes to designate any transactions to which this statement relates: [ ] third party tender offer subject to Rule 14d-1 [X] issuer tender offer subject to Rule 13e-4 [ ] going-private transaction subject to Rule 13e-3 [ ] amendment to Schedule 13D under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer. [ ] ================================================================================ This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on January 23, 2004 by The Korea Fund, Inc., a Maryland corporation (the "Fund"), relating to an offer to purchase for cash up to 4,966,590 shares of its issued and outstanding common stock, par value $0.01 per share, amends such Issuer Tender Offer Statement on Schedule TO to add an additional exhibit in accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended. ITEM 12. EXHIBITS The following material is hereby filed as an additional exhibit to the Fund's Schedule TO: (a)(5)(i) Letter, dated February 10, 2004, from Richard T. Hale, Chairman of the Board and President of The Korea Fund, Inc. to Steven A. Alperin, Vice President Emerging Markets, Harvard Management Company, Inc. ================================================================================ SIGNATURE After due 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. THE KOREA FUND, INC. By: /s/ JOHN MILLETTE --------------------- Name: John Millette Title: Vice President and Secretary Dated: February 12, 2004 EX-99.A.5.I 3 y94198a1exv99waw5wi.txt LETTER Exhibit (a)(5)(i) [Deutsche Asset Management logo] [ Letterhead of The Korea Fund, Inc.] February 10, 2004 Harvard Management Company, Inc. 600 Atlantic Avenue Boston, MA 02210-2203 Attention: Mr. Steven Alperin Dear Mr. Alperin: The directors of The Korea Fund, Inc. have reviewed Harvard Management's January 27, 2004 Schedule 13D amendment and letter, in which Harvard questioned the adequacy of the tender offer and program for subsequent tender offers announced by the Fund on January 21, 2004. As you know, we have welcomed and considered carefully the views of Harvard. On December 16, our Board met with you and your colleagues and we took into account your views before authorizing the tender offer and the program. You told us that Harvard had never previously met with a full board of a closed-end fund in which Harvard has invested. At the December 16 meeting, when you addressed the discount issue, we noted the duties of our Board of Directors related to all of the Fund's shareholders. You acknowledged that, but also pointed out that Harvard's interests do differ in some respects from the interests of other shareholders. For example, you noted that Harvard would like the Fund's portfolio to mirror closely the Korean stock market index in order to permit Harvard to effect hedges more readily. The Fund's investment objective is, as you know, to seek long-term capital appreciation through investments in Korean securities. The Fund's shareholders bought their shares knowing of the Fund's investment objective. Over the years, the Fund has achieved superior investment performance. The Fund's Manager believes that the closed-end structure has helped the Fund achieve its strong performance record. As a closed-end fund, the Fund has been able to be more fully invested, and has also been able to invest in emerging companies that are not yet in the Korean index and that have [Deutsche Asset Management logo] Harvard Management Company, Inc. Page 2 February 10, 2004 performed extremely well. Likewise, the ability to overweight stocks that the Manager believes have potential and to underweight stocks that the Manager believes are unpromising is in the interest of all shareholders. In short, our present configuration has helped the Fund to optimize investment returns. Before making its decision, the Board considered Harvard's views and other relevant factors. These factors included the Fund's investment objective, the Fund's investment performance and the possible adverse effects certain alternatives would have on portfolio management, on the Fund's expense ratio and on investment results. Actions such as self-tenders for a large percentage of the Fund's shares or repeated sizable self-tenders -- your suggestions -- pose serious risks to shareholders who have bought Fund shares for long-term capital appreciation. Those risks include higher expense ratios, possible adverse effect on the market prices of the Fund's portfolio securities, the need for greater portfolio liquidity, and jeopardy to the Fund's investment results. Harvard, as a substantial investor in closed-end funds, is doubtless well aware that there are no easy solutions to the discount to net asset value issue. But how well investors have done with their investment in the Fund is measured not by the discount, but by total return on investment. By that measure, Harvard and other shareholders have benefited from the Fund's strong investment performance under its closed-end structure. We believe the Fund's tender offer and the program represent a carefully considered and balanced approach, consistent with the Fund's investment objective and the interests of shareholders. The tender offer affords shareholders the opportunity to realize 95% of net asset value for 10% of their holdings. Should the discount during the measuring periods in the next two years exceed 15% -- a commonly used benchmark --shareholders in both 2005 and 2006 will have the opportunity in each of those years to sell 10% of their shares to the Fund at 95% of net asset value. In that case, the Fund would have repurchased 30% of its stock in three years -- a very substantial step to address the discount. At our meeting on December 16, you suggested that further repurchases by the Fund could be subject to a trigger related to the size of the discount. In your letter of December 19 to the Board you advocated an "ongoing program". The Fund's program announced on January 21 is responsive to those suggestions. [Deutsche Asset Management logo] Harvard Management Company, Inc. Page 3 February 10, 2004 You may be sure that the Board intends to closely follow the discount and ways to address it, consistent with the best interests of the Fund and its shareholders. The tender offer and ongoing program announced by the Fund on January 21 seek to address the discount without unduly affecting portfolio management and the Fund's ability to deliver investment results to shareholders. Sincerely, /s/RICHARD HALE Richard Hale Chairman of the Board and President cc: Board of Directors Deutsche Asset Management is the marketing name in the US for the asset management activities of Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Bank Securities Inc., Deutsche Asset Management Inc., Deutsche Asset Management Investment Services Ltd., Deutsche Investment Management America Inc. and Scudder Trust Company. -----END PRIVACY-ENHANCED MESSAGE-----