-----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, LLxF/M8+XZa94ns903m6vUPBcwO5mJSfQsUnxrH56Jz0SBZo0ACTJuth9ZpMERgT szMP+Jq/H8fJVi5iaCF9ZQ== 0001072613-05-001262.txt : 20050518 0001072613-05-001262.hdr.sgml : 20050518 20050518164720 ACCESSION NUMBER: 0001072613-05-001262 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050518 DATE AS OF CHANGE: 20050518 GROUP MEMBERS: CITY OF LONDON INVESTMENT MANAGEMENT CO. 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: 05842234 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITY OF LONDON INVESTMENT GROUP PLC CENTRAL INDEX KEY: 0001018138 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10 EASTCHEAP STREET 2: LONDON ENGLAND EC3MLAJ CITY: LONDON BUSINESS PHONE: 011441717110771 MAIL ADDRESS: STREET 1: 10 EASTCHEAP STREET 2: LONDON ENLAND EC3MLAJ CITY: LONDON FORMER COMPANY: FORMER CONFORMED NAME: OLLIFF & PARTNERS PLC DATE OF NAME CHANGE: 19960705 SC 13D/A 1 sch13d-a_13555.txt AMEDED SCHEDULE 13D (#7) ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 7) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) THE KOREA FUND, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 500634100 - -------------------------------------------------------------------------------- (CUSIP Number) Barry M. Olliff c/o City of London Investment Management Company Limited 10 Eastcheap, London EC3M ILX, England +44 207 711 0771 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 18, 2005 - -------------------------------------------------------------------------------- (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 [_]. * 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. ================================================================================ =================== =========== CUSIP NO. 500634100 13D PAGE 2 of 7 =================== =========== ================================================================================ 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. - ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_] (B) [_] - ------------ ------------------------------------------------------------------- 3 SEC USE ONLY - ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------ ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] - ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 4,398,762 ------------ ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 4,398,762 ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,398,762 - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.84% - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC ================================================================================ (Page 2 of 7 Pages) =================== =========== CUSIP NO. 500634100 13D PAGE 3 of 7 =================== =========== ================================================================================ 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. - ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_] (B) [_] - ------------ ------------------------------------------------------------------- 3 SEC USE ONLY - ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ------------ ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] - ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 4,382,762 ------------ ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 4,382,762 ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,382,762 - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.80% - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA ================================================================================ (Page 3 of 7 Pages) This Amendment No. 7 to Schedule 13D (this "Amendment No. 7") should be read in conjunction with the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on February 17, 2004 (the "Original Schedule 13D"), with Amendment No. 1 to Schedule 13D filed with the SEC on March 1, 2004 ("Amendment No. 1"), with Amendment No. 2 to Schedule 13D filed with the SEC on May 5, 2004 ("Amendment No. 2"), with Amendment No. 3 to Schedule 13D filed with the SEC on July 8, 2004 ("Amendment No. 3"), with Amendment No. 4 to Schedule 13D filed with the SEC on August 31, 2004 ("Amendment No. 4"), with Amendment No. 5 to Schedule 13D filed with the SEC on November 15, 2004 ("Amendment No. 5") and with Amendment No. 6 to Schedule 13D filed with the SEC on December 23, 2004 ("Amendment No. 6") and, together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, the "Amendments") by City of London Investment Group PLC ("City of London") and City of London Investment Management Company Limited relating to the shares of common stock, par value $0.01 per share (the "Shares"), of The Korea Fund, Inc., a Maryland corporation (the "Fund"). This Amendment No. 7 amends Items 3, 4, 5 and 7 of the Original Schedule 13D as amended by the Amendments. All other information in the Original Schedule 13D and the Amendments remain in effect. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Original Schedule 13D as amended by the Amendments. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ------------------------------------------------- Item 3 is hereby amended and restated in its entirety to read as follows: The funds used to purchase the Shares described in this statement were acquired through open market purchases and were derived from EWF's, GEM's, IEM's, GFM's, FREE's and Global's investment capital and funds provided by the Accounts. The aggregate amount of the funds used to purchase all of the Shares purchased by EWF, GEM, IEM, GFM, FREE, Global's and the Accounts is $1,933,746, $20,364,688, $17,220,211, $1,803,104, $6,625,228, $285,663, and $31,455,141, respectively. ITEM 4. PURPOSE OF TRANSACTION. ---------------------- Item 4 is hereby amended by adding the following: On May 18, 2005, CLIG sent a letter to the Board of Directors of the Fund. In the letter, CLIG nominates two candidates to the Board of Directors of the Fund. The foregoing description of the letter is not intended to be complete and it is qualified in its entirety by the complete text of the letter, which is filed as Exhibit A hereto and is incorporated herein by reference. Other than as set forth above, none of the Reporting Persons or, in the case of non-individual Reporting Persons, any of their directors or executive officers identified in Item 2, have any present plans or (Page 4 of 7 Pages) proposals which relate to or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D (although they reserve the right to develop any such plans or proposals). ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. ------------------------------------- Items 5(a) and 5(b) below are hereby amended and restated in their entirety and Item 5(c) is hereby amended as follows: (a) and (b). As of the date hereof, EWF, GEM, IEM, GFM, FREE, the Accounts and Global owned directly 132,036, 1,219,247, 1,054,727, 111,236, 334,494, 1,531,022 and 16,000 Shares, respectively, representing approximately 0.30%, 2.73%, 2.36%, 0.25%, 0.75%, 3.42% and 0.04%, respectively, of the Shares outstanding (based on the most recent Share information publicly disclosed by the Fund). As of the date hereof, CLIG, through its control of CLIM and City of London Quantitative Management Ltd., is the beneficial owner of 4,398,762 Shares, representing approximately 9.84% of the Shares outstanding (based on the most recent Share information publicly disclosed by the Fund). As of the date hereof, CLIM, through EWF, GEM, IEM, FREE, GFM and the Accounts, is the beneficial owner of 4,382,762 Shares, representing approximately 9.8% of the Shares outstanding (based on the most recent Share information publicly disclosed by the Fund). (c). Except as described below, no transactions in the Shares were effected by the Reporting Persons, or, to their knowledge, any of the persons identified in Item 2, since the filing of Amendment No. 6. Since the filing of Amendment No. 6, the following open market purchases of Shares have been made by FREE: Date of Purchase, Number of Shares Purchased, Price Paid/Share May 2, 2005, 1,500, $25.1500 Since the filing of Amendment No. 6, the following open market sales of Shares have been made by GFM: Date of Sale, Number of Shares Sold, Price Paid/Share February 24, 2005, 7,200, $27.700 Since the filing of Amendment No. 6, the following open market sales of Shares have been made by Global: (Page 5 of 7 Pages) Date of Sale, Number of Shares Sold, Price Paid/Share May 13, 2005, 3,320, $25.5700 March 14, 2005, 8,700, $28.8440 Since the filing of Amendment No. 6, the following open market purchases of Shares have been made by GEM: Date of Purchase, Number of Shares Purchased, Price Paid/Share April 22, 2005, 18,200, $25.7500 April 15, 2005, 20,000, $25.5300 March 30, 2005, 23,200, $25.7257 Since the filing of Amendment No. 6, the following open market sales of Shares have been made by IEM: Date of Sale, Number of Shares Sold, Price Paid/Share March 7, 2005, 3,200, $28.6634 March 4, 2005, 18,700, $28.5522 March 3, 2005, 6,800, $28.4007 March 1, 2005, 15,200, $28.7437 February 28, 2005, 11,700, $28.6616 February 25, 2005, 37,500, $28.2251 Since the filing of Amendment No. 6, the following open market purchases of Shares have been made by IEM: Date of Purchase, Number of Shares Purchased, Price Paid/Share April 1, 2005, 4,200, $26.9500 March 31, 2005, 25,000, $26.2800 Since the filing of Amendment No. 6, the following open market sales of Shares have been made by the Accounts: Date of Sale, Number of Shares Sold, Price Paid/Share May 11, 2005, 4,200, $25.4940 March 14, 2005, 18,600, $28.9595 ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. --------------------------------- Item 7 is hereby amended by adding the following: Exhibit A. Letter, dated May 18, 2005, from City of London to the Chairman of the Board of Directors of the Fund. (Page 6 of 7 Pages) 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: December 18, 2005 CITY OF LONDON INVESTMENT GROUP PLC /s/ Barry M. Olliff ----------------------------------- Name: Barry M. Olliff Title: Director CITY OF LONDON INVESTMENT MANAGEMENT COMPANY LIMITED /s/ Barry M. Olliff ----------------------------------- Name: Barry M. Olliff Title: Director (Page 7 of 7 Pages) EX-99.A 2 exh99-a_13555.txt SEC LETTER [LETTERHEAD OF CITY OF LONDON] May 18, 2005 Board of Directors The Korea Fund, Inc. c/o Deutsche Investment Management Americas Inc. 345 Park Avenue New York, NY 10154 Attn: Robert Callander, Chairman Dear Bob: We continue to believe that the election of the independent nominees represents the best means for the shareholders to obtain representatives on the board of The Korea Fund, Inc. (the "Fund") who will be committed to good corporate governance and take meaningful actions designed to cause the Fund to seek to maximize value on behalf of all of the Fund's shareholders. Consistent with the above, we have identified and would like to suggest to the board the nomination of two candidates, Timothy Roy Henry Kimber and Donald William Henry McCowen, for your consideration. Both have extensive experience in the Asian and Korean markets and the closed-end fund industry. The nominees are completely independent from City of London, will not receive any compensation from City of London for their services as a director of the Fund, do not have an equity interest in City of London, and are being suggested to be nominated to serve the interests of all of the shareholders. The following table sets forth certain information regarding the nominees. This information has been furnished to City of London by the nominees. NAME, AND PRINCIPAL PRINCIPAL OCCUPATION AND DIRECTORSHIPS BUSINESS ADDRESS BUSINESS EXPERIENCE DURING THE LAST FIVE YEARS; Timothy Roy Financial Consultant, Company Adam & Company Investment Henry Kimber Directory (Kimber & Associates) Management Ltd. Border Asset Management Exeter Selective Assets Investment Trust plc Kimber & Associates New Zealand Investment Trust plc Noble Group Ltd. Donald William Managing Director and Owner None. Henry McCowen (Metamora Multi Managers LLC) We trust that you and the board will give these candidates your due consideration. Very truly yours, /s/ Barry M. Olliff Barry M. Olliff Director, City of London Investment Group PLC -----END PRIVACY-ENHANCED MESSAGE-----