-----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, SpvWpuvIu4ZQQRTqkn0EfNinNYzWmjqNcxBk8GXvG8vvJG2eMMnOWid7Zxp+JdDi Jper8QavuEdGYNXD6ewNIw== 0000930413-04-004505.txt : 20040924 0000930413-04-004505.hdr.sgml : 20040924 20040924172235 ACCESSION NUMBER: 0000930413-04-004505 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040924 DATE AS OF CHANGE: 20040924 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-36819 FILM NUMBER: 041045667 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: Sowood Capital Management LP CENTRAL INDEX KEY: 0001304294 IRS NUMBER: 743113983 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 500 BOYLSTON STREET STREET 2: 17TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-603-3400 MAIL ADDRESS: STREET 1: 500 BOYLSTON STREET STREET 2: 17TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 SC 13D 1 c33800_sc13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ____) THE KOREA FUND, INC. -------------------- (Name of Issuer) COMMON STOCK ------------ (Title of Class of Securities) 500634100 --------- (CUSIP Number) Jeffrey B. Larson Sowood Capital Management LP 500 Boylston Street, 17th Floor Boston, Massachusetts 02116 (617) 603-3400 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) SEPTEMBER 23, 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 Page 2 of 6 Pages - -------------------------------- --------------------------------- - ------------- ----------------------------------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NUMBERS Sowood Capital Management LP - ------------- ----------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) X - ------------- ----------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------- ----------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - ------------- ----------------------------------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------- ----------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------ --------- -------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY 0 --------- -------------------------------------------------------------------------- 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% - ------------- ----------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA - ------------- -----------------------------------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to the shares of common stock, par value $.01 per share (the "Common Stock"), of The Korea Fund, Inc., a Maryland corporation (the "Issuer"), which has its principal executive offices at 345 Park Avenue, New York, New York 10154. ITEM 2. IDENTITY AND BACKGROUND This statement is filed by Sowood Capital Management LP ("Sowood"), a Delaware limited partnership. The principal executive offices of Sowood are located 500 Boylston Street, 17th Floor, Boston, Massachusetts 02116. Sowood is an investment manager. Information relating to each of the directors, executive officers and controlling persons of Sowood is contained in Exhibit 99.1 attached hereto and incorporated herein by reference. Each of the directors, executive officers and controlling persons of Sowood is a citizen of the United States of America. To Sowood's knowledge and belief, neither Sowood nor any of the persons listed in Exhibit 99.1 has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). To Sowood's knowledge and belief, neither Sowood nor any of the persons listed in Exhibit 99.1 has, during the past five years, 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Not applicable. ITEM 4. PURPOSE OF TRANSACTION On September 23, 2004 Sowood, in its capacity as advisor to President and Fellows of Harvard College ("Harvard"), sent a letter to Robert J. Callander, the Chairman of the board of directors of the Issuer requesting that the board consider an alternative manager for the Issuer. Sowood had received an unsolicited proposal for the alternative manager from representatives of ING Barings. Sowood considers the manager proposed by ING a very credible alternative to the Issuer's existing management. It suggested that ING contact Issuer's board directly since selection of the Issuer's manager is the board's responsibility. The full text of the letter is set forth as Exhibit 99.1 hereto. Except as described above and in Item 4 of the Schedule 13D as amended filed by Harvard with respect to the Issuer, Sowood does not have any plans or proposals which relate to or would result in any of the actions set forth in parts (a) through (j) of Item 4. Sowood reserves the right to make any such plans or proposals in the future or to take any other steps to enhance the value of its investment. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Sowood is the beneficial owner of 9,924,971 shares of Common Stock (approximately 22% of the shares of the Issuer's issued and outstanding Common Stock based on the most recent filing of the Issuer with the SEC). (b) Sowood does not have the power to vote any shares of Common Stock. Sowood has assumed sole dispositive power with respect to 9,924,971 shares of Common Stock pursuant to an investment management agreement between it and Harvard (the "Investment Management Agreement"). (c) Not applicable. (d) Harvard has the right to receive dividends from, and the proceeds from the sale of, the Common Stock. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Sowood and Harvard have entered in the Investment Management Agreement, pursuant to which Harvard appointed Sowood as an investment manager with respect to certain assets of Harvard, including the Common Stock. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS The following documents are filed as Exhibits to this statement: EXHIBIT 99.1: Information concerning the directors, executive officers and controlling persons of Sowood. EXHIBIT 99.2: Letter, dated September 23, 2004. 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: September 24, 2004 SOWOOD CAPITAL MANAGEMENT LP By: /s/ MEGAN KELLEHER ---------------------------- Name: Megan Kelleher Title: Authorized Signatory EX-99.1 2 c33800_ex99-1.txt EXHIBIT 99.1 DIRECTORS AND EXECUTIVE OFFICERS AND CONTROLLING PERSONS OF SOWOOD CAPITAL MANAGEMENT LP The names of the directors and executive officers of Sowood and their business addresses and present principal occupation or employment are set forth below. If no business address is given, the business address of such director, executive officer or controlling person is c/o Sowood Capital Management LP, 500 Boylston Street, 17th Floor Boston, Massachusetts 02116. NAME OFFICE/POSITION - ------ --------------- Jeffrey B. Larson Principal and Portfolio Manager of Sowood Stuart Porter Principal and Portfolio Manager of Sowood Richard Dowd Principal and Chief Financial Officer of Sowood Megan Kelleher Principal and General Counsel of Sowood CONTROLLING PERSON OF SOWOOD CAPITAL MANAGEMENT LP Sowood Capital Management LLC is the general partner of Sowood. The managing member of Sowood Capital Management LLC is Jeffrey B. Larson. EX-99.2 3 c33800_ex99-2.txt EXHIBIT 99.2 - -------------------------- ----------------------------------------------------- SOWOOD 500 BOYLSTON ST., 17TH FLOOR, BOSTON, MA 02116 - ------ ---------------------------------------------- Capital Management LP Phone: 617-603-3400 Fax: 617-603-3401 - -------------------------- ----------------------------------------------------- September 23, 2004 Mr. Robert J. Callander Chairman of the Korea Fund Board And the Members of the Board c/o Deutsche Investment Management Americas Inc. 345 Park Avenue New York, NY 10154 Dear Members of the Board, On Monday, September 13, we met with two representatives of ING Barings in our capacity as advisors to President and Fellows of Harvard College. ING presented an unsolicited proposal regarding the Korea Fund. ING has identified an alternative manager experienced both in the Korean markets and in management of closed end funds. In their opinion, the alternative manager has demonstrated superior investment capability and a strong focus on shareholder value. We have informed ING that, although their proposal presents a very credible alternative to the existing management, it is the responsibility of the Board to select the Fund's manager. We suggested that they contact the Board directly and we encourage the Board to consider their proposal. The contact information for Mr. Nicholas R. Gold, Managing Director, is included below. Sincerely, /s/ Jeff Larson Jeff Larson Principal Sowood Capital Management LP Detail: Nicholas R Gold, Managing Director ING Investment Banking Direct Dial: +44 20 7767 1697 Fax: +44 20 7767 7222 Email: Nicholas.gold@ing-barrings.com -----END PRIVACY-ENHANCED MESSAGE-----