-----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, A4b/gAo6mvwz673rWPPaq2QdHQ+OikLhjHne5OkXmsPUvNQbyTpbFQQFhEP2FYrO Btb1sV7giQG2CDaTlcFzGw== 0001072613-05-001648.txt : 20050705 0001072613-05-001648.hdr.sgml : 20050704 20050705165427 ACCESSION NUMBER: 0001072613-05-001648 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050705 DATE AS OF CHANGE: 20050705 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: 05937605 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_13659.txt AMENDMENT #9 TO SCHEDULE 13-D (KOREA FUND) ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 9) 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) July 1, 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 4,396,419 ------------ ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 4,396,419 ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,396,419 - ------------ ------------------------------------------------------------------- 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 4,396,419 ------------ ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 4,396,419 ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,396,419 - ------------ ------------------------------------------------------------------- 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. 9 to Schedule 13D (this "Amendment No. 9") 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"), with Amendment No. 6 to Schedule 13D filed with the SEC on December 23, 2004 ("Amendment No. 6"), with Amendment No. 7 to Schedule 13D filed with the SEC on May 18, 2005 ("Amendment No. 7") and with Amendment No. 8 to Schedule 13D filed with the SEC on June 10, 2005 ("Amendment No. 8") and, together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8, 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. 9 amends Items 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 4. PURPOSE OF TRANSACTION. ----------------------- Item 4 is hereby amended by adding the following: On July 1, 2005, CLIM directed the record owner of GEM's shares, Mellon Trust of Delaware NA TTEE, Emerging Markets Country Fund, to send a letter (the "Nomination Letter") to the Fund so that each of Timothy Roy Henry Kimber and Donald William Henry McCowan could be nominated for election as Directors at the Fund's 2005 Annual Meeting of Stockholders. As disclosed in the Nomination Letter, Timothy Roy Henry Kimber is a financial consultant of Kimber & Associates. Donald William Henry McCowan is a managing director of Metamora Multi Managers LLC. CLIM gave the direction to the record owner as it believes that: 1. the current Board of Directors has (i) consistently failed to communicate with shareholders in the Fund (ii) not conducted itself in a clear and transparent manner and (iii) failed to observe the standards of corporate governance that shareholders in the Fund are entitled to expect of the Board of Directors. 2. the independent directors that CLIM has nominated, together with the independent directors that it nominated last year who were elected to the Board of Directors at the Fund's 2004 Annual Meeting by an overwhelming majority of shareholders, will address the failings of the current Board of Directors and seek to maximise value on behalf of all the Fund's shareholders. (Page 4 of 7 Pages) The position of CLIM is that it intends to vote in favour of its nominees. If, however, the Board of Directors nominate candidates of superior standing to those proposed by CLIM then CLIM will support their election rather than that of its own nominees. Likewise CLIM will expect the Board of Directors to be cognoscent of their fiduciary duties and to avoid any unnecessary dissipation of the Fund's assets in nominating candidates who will not meet with the approval of the majority of shareholders. The foregoing description of the Nomination Letter is not intended to be complete and is qualified in its entirety by the complete text of the Nomination Letter, which is filed as Exhibit A hereto and is incorporated herein by reference. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Fund, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Fund or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. 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 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 and Accounts owned directly 181,510, 1,232,904, 1,054,727, 111,236, 334,494 and 1,531,032 Shares, respectively, representing approximately 0.30%, 2.76%, 2.36%, 0.25%, 0.75% and 3.42%, 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, is the beneficial owner of 4,396,419 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 4,396,419 Shares, representing approximately 9.84% of the Shares outstanding (based on the most recent Share information publicly disclosed by the Fund). (Page 5 of 7 Pages) (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. 8. Since the filing of Amendment No. 8, the following open market purchases of Shares have been made by GEM: Date of Purchase, Number of Shares Purchased, Price Paid/Share June 17, 2005, 13,657, $23.79732 Since the filing of Amendment No. 6, the following open market sales of Shares have been made by Global: Date of Sale, Number of Shares Sold, Price Paid/Share June 15, 2005, 1,700, $27.2500 June 14, 2005, 7,300, $26.8584 June 13, 2005, 7,000, $27.0089 ITEM 7 MATERIALS TO BE FILED AS EXHIBITS. ---------------------------------- Item 7 is hereby amended by adding the following: Exhibit A. Letter dated July 1, 2005 from Mellon Trust & Delaware NA TTEE, Emerging Markets Country Fund to the Korea Fund, Inc. (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: July 5, 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 ex-99_13659.txt LETTER DATED JULY 1, 2005 EXHIBIT A --------- MELLON TRUST OF DELAWARE NA TTEE, EMERGING MARKETS COUNTRY FUND July 1, 2005 VIA HAND DELIVERY - ----------------- Mr. Bruce Rosenblum Secretary of The Korea Fund, Inc. c/o Deutsche Investment Management Americas Inc. 345 Park Avenue New York, New York 10154 RE: THE KOREA FUND, INC.: NOMINATION OF DIRECTORS - --- --------------------------------------------- Dear Mr. Rosenblum, In accordance with Section 2.11 of the Restated By-Laws of The Korea Fund, Inc. (the "Fund"), Mellon Trust of Delaware NA TTEE, Emerging Markets Country Fund ("Mellon"), as the record holder of shares of the Fund's Common Stock, hereby notifies you of its intent to appear in person or by proxy to nominate the following persons for election as Directors at the Fund's 2005 Annual Meeting of Stockholders. 1. Timothy Roy Henry Kimber 2. Donald William Henry McCowan Annex A hereto sets forth information concerning each such nominee that is required to be included in this notice pursuant to Section 2.11 of the Fund's By-Laws except as set forth in Annex A, no other information regarding the nominees pursuant to Regulation 14A promulgated under the Securities Act 1934. Mellon is the record owner of 500,000 shares of the Fund's Common Stock as of the date hereof. Mellon's address is 4005 Kennett Pike, Suite 250, Greenville, DE 19807. Emerging Markets Country Fund ("GEM") is the beneficial holder of 1,232,904 shares of the Fund's Common Stock as of the date hereof (including the 500,000 shares held in the name of Mellon). GEM's address is 4005 Kennett Pike, Suite 250, Greenville, DE 19807. Although Mellon and GEM have no reason to believe that the above-named nominees will not serve if elected, Mellon reserves the right to substitute any of the above-named nominees, prior to the 2005 Annual Meeting of Stockholders, with another nominee of Mellon's choosing that possesses the requisite qualifications pursuant to the Fund's By-Laws. In that event, Mellon will provide notice to you as soon as practicable. Mellon reserves the right to increase the number of nominees it proposes in the event that more than two (2) directors will be elected at the Fund's 2005 Annual Meeting of Stockholders. Enclosed are executed letters from each of the above nominees consenting to being nominated for election as a Director of the Fund and to serving as a director of the Fund if elected at such meeting. Please be advised that GEM approves and supports the nominations of Messrs. Reid and Russell as indicated by its signature below. Mellon has entered into an Indemnification Agreement with City of London Investment Management Company Limited ("CLIM"), GEM's investment manager, pursuant to which CLIM has agreed to indemnify Mellon in connection with this matter. If any further information is required concerning any of Mellon's nominees, please do not hesitate to contact us. Sincerely, MELLON TRUST OF DELAWARE NA TTEE, EMERGING MARKETS COUNTRY FUND By: /s/ Donna Owens ------------------------ Name: Donna Owens Title: First Vice President EMERGING MARKETS COUNTRY FUND By: /s/ Barry M. Olliff ------------------------ Name: Barry M. Olliff Title: Director ANNEX A NOMINEE INFORMATION TIMONTHY ROY HENRY KIMBER Age: 68 Business Address: Newton Hall nr Carnforth, Lancashire, England Residence Address: As above Principal Occupation During the Past Five Years: Financial Consultant, Kimber & Associates (1988 to present) Current Directorships: Dartmoor Investment Trust plc, INVESCO Japan Discovery Trust plc, Taiwan Opportunities Fund Ltd, Exeter Selective Assets Investment Trust plc, New Zealand Investment Trust plc, Adam & Company Investment Management Ltd, Border Asset Management, Kimber & Associates, Noble Group Ltd Other Information: Mr. Kimber will not receive any compensation from Mellon or GEM for his services as a director of the Fund. Mr. Kimber is not adverse to the Fund or any of its subsidiaries in any material pending legal proceedings. Mr. Kimber is not an interested person of the Fund as defined in the Investment Company Act of 1940, as amended. Mr. Kimber does not have any arrangement or understanding with any person with respect to any future employment by the Fund or its affiliates or with respect to any future transactions to which the Fund or any of its affiliates will or may be a party. Mr. Kimber has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors) over the past ten years. During the past five years, Mr. Kimber has not been a party to a 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 violation with respect to such laws. Mr. Kimber is not, and in the past year he has not been, a party to any contract, arrangement or understanding with any person with respect to any securities of the Fund, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. Mr. Kimber does not beneficially own any shares of Common Stock of the Fund. The dollar range of equity securities beneficially owned by Mr. Kimber in the Fund and in all registered investment companies to be overseen by Mr. Kimber within the Fund's family of investment companies as of the date hereof is none. Mr. Kimber (a) is completely independent from GEM and its affiliates, (b) does not receive any compensation from GEM or its affiliates, (c) does not have an equity interest in GEM or its affiliates, and (d) has been nominated to serve the interests of the stockholders of the Fund (not the interests of GEM or its affiliates). DONALD WILLIAM HENRY MCCOWAN Age: 68 Business Address: PO Box 197, Metamora MI 48455, USA Residence Address: 5520 Gardener Road, Metamora MI 48455, USA Principal Occupation During the Past Five Years: Managing Director, Metamora Multi Managers LLC (1995 to present) Current Directorships: N/A Other Information: Mr. McCowan will not receive any compensation from Mellon or GEM for his services as a director of the Fund. Mr. McCowan is not adverse to the Fund or any of its subsidiaries in any material pending legal proceedings. Mr. McCowan is not an interested person of the Fund as defined in the Investment Company Act of 1940, as amended. Mr. McCowan does not have any arrangement or understanding with any person with respect to any future employment by the Fund or its affiliates or with respect to any future transactions to which the Fund or any of its affiliates will or may be a party. Mr. McCowan has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors) over the past ten years. During the past five years, Mr. McCowan has not been a party to a 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 violation with respect to such laws. Mr. McCowan is not, and in the past year he has not been, a party to any contract, arrangement or understanding with any person with respect to any securities of the Fund, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. Mr. McCowan does not beneficially own any shares of Common Stock of the Fund. The dollar range of equity securities beneficially owned by Mr. McCowan in the Fund and in all registered investment companies to be overseen by Mr. McCowan within the Fund's family of investment companies as of the date hereof is none. Mr. McCowan (a) is completely independent from GEM and its affiliates, (b) does not receive any compensation from GEM or its affiliates, (c) does not have an equity interest in GEM or its affiliates, and (d) has been nominated to serve the interests of the stockholders of the Fund (not the interests of GEM or its affiliates). DIRECTOR NOMINEE CONSENT The Korea Fund, Inc. 345 Park Avenue New York, NY 10154 Attention: Secretary The undersigned understands that City of London Investment Management Company Limited and City of London Investment Group plc (collectively, "CLI") have informed The Korea Fund, Inc. (the "Company") that CLI intends to recommend for nomination the undersigned for election to the Board of Directors of the Company at its 2005 annual meeting of its stockholders of the Company. The undersigned hereby consents to being named as a nominee in a proxy statement for the Company's next annual meeting of stockholders and to serve as a director of the Company if elected. /s/ TIMONTHY ROY HENRY KIMBER - -------------------------------- Name: TIMONTHY ROY HENRY KIMBER April 26, 2005 DIRECTOR NOMINEE CONSENT The Korea Fund, Inc. 345 Park Avenue New York, NY 10154 Attention: Secretary The undersigned understands that City of London Investment Management Company Limited and City of London Investment Group plc (collectively, "CLI") have informed The Korea Fund, Inc. (the "Company") that CLI intends to recommend for nomination the undersigned for election to the Board of Directors of the Company at its 2005 annual meeting of its stockholders of the Company. The undersigned hereby consents to being named as a nominee in a proxy statement for the Company's next annual meeting of stockholders and to serve as a director of the Company if elected. /s/ DONALD WILLIAM HENRY MCCOWAN - ----------------------------------- Name: DONALD WILLIAM HENRY MCCOWAN April 26, 2005 -----END PRIVACY-ENHANCED MESSAGE-----