-----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, N7bS3wix8JBqHQIMKRPKgoR03zEuU2vERlZmucsH0l73xPvRgjXRPbBmYEg9KRqS ap+kNf/+NYA/+SbnIZMfvA== 0001072613-04-001291.txt : 20040708 0001072613-04-001291.hdr.sgml : 20040708 20040708142156 ACCESSION NUMBER: 0001072613-04-001291 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040708 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: 04905871 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_12787.txt COL INVESTMENT GROUP INC. SCHEDULE 13D/A - ------------------- ----------- CUSIP NO. 500634100 13D PAGE 1 of 7 - ------------------- ----------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) (Amendment No. 3) 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 8, 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 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 [X]. *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. (Page 1 of 7 Pages) - ------------------- ----------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 4,250,282 SHARES ------ ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH ------ ------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 4,250,282 WITH ------ ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,250,282 - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.51% - ------------ ------------------------------------------------------------------- 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 ITEMS 2(D) OR 2(E) |_| - ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 4,222,262 SHARES ------ ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH ------ ------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 4,222,262 WITH ------ ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,222,262 - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.44% - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA ============ =================================================================== (Page 3 of 7 Pages) - ------------------- ----------- CUSIP NO. 500634100 13D PAGE 4 of 7 - ------------------- ----------- This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") should be read in conjunction with the Schedule 13D filed with the Securities and Exchange Commission on February 17, 2004 (the "Original Schedule 13D"), with Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on March 1, 2004 ("Amendment No. 1") and with Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on May 5, 2004 ("Amendment No. 2" and, together with Amendment No. 1, the "Amendments") by City of London Investment Group PLC and City of London Investment Management Company Limited relating to the shares of common stock, par value $.01 per share (the "Shares"), of The Korea Fund, Inc., a Maryland corporation (the "Fund"). This Amendment No. 3 amends Items 2, 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. ITEM 2. IDENTITY AND BACKGROUND. ----------------------- Item 2 is hereby amended to reflect the change in the name of "Global Emerging Markets Country Fund" to "Emerging Markets Country Fund." Accordingly, the name "Global Emerging Markets Country Fund" contained in the third sentence of the third full paragraph is hereby deleted in its entirety and replaced with the name "Emerging Markets Country Fund." ITEM 4. PURPOSE OF TRANSACTION. ---------------------- Item 4 is hereby amended by adding the following: On July 8, 2004, 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 Julian Reid and Chris Russell could be nominated for election as a Class I Director at the Fund's 2004 Annual Meeting of Stockholders. As disclosed in the Nomination Letter, Julian Reid is the Chief Executive Officer of 3a Asset Management Limited and the President and the Chairman of the Board of Directors of the Saffron Fund, Inc.; and Mr. Russell is a consultant of Gavekal Research. 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. (Page 4 of 7 Pages) - ------------------- ----------- CUSIP NO. 500634100 13D PAGE 5 of 7 - ------------------- ----------- 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 June 30, 2004, EWF, GEM, IEM, GFM, FREE, the Accounts and Global owned directly 119,786, 1,127,447, 1,105,727, 109,686, 316,494, 1,443,122 and 28,020 Shares, respectively, representing approximately 0.27%, 2.52%, 2.47%, 0.25%, 0.71%, 3.23% and 0.06%, respectively, of the 44.7 million Shares outstanding as of February 27, 2004, as implied in the Fund's Form SC TO-I filed with the Securities and Exchange Commission on February 27, 2004. As of June 30, 2004, CLIG, through its control of CLIM, had sole voting and dispositive power with respect to all 4,250,282 Shares owned directly by the City of London Funds and the Accounts, representing approximately 9.51% of the 44.7 million Shares outstanding as of February 27, 2004, as implied in the Fund's Form SC TO-I filed with the Securities and Exchange Commission on February 27, 2004. As of June 30, 2004, CLIM, in its capacity as investment adviser to the City of London Funds, had sole voting and dispositive power with respect to all 4,222,262 Shares owned directly by the City of London Funds and the Accounts, representing approximately 9.44% of the 44.7 million Shares outstanding as of February 27, 2004, as implied in the Fund's Form SC TO-I filed with the Securities and Exchange Commission on February 27, 2004. (c). Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past 60 days is set forth in Annex A to this Amendment No. 3. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. --------------------------------- Item 7 is hereby amended by adding the following: Exhibit A. Letter, dated July 8, 2004, from Mellon Trust of Delaware NA TTEE, Emerging Markets Country Fund to The Korea Fund, Inc. (Page 5 of 7 Pages) - ------------------- ----------- CUSIP NO. 500634100 13D PAGE 6 of 7 - ------------------- ----------- 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 8, 2004 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 6 of 7 Pages) - ------------------- ----------- CUSIP NO. 500634100 13D PAGE 7 of 7 - ------------------- ----------- ANNEX A INFORMATION WITH RESPECT TO TRANSACTIONS IN THE FUND'S COMMON STOCK DURING THE PAST SIXTY DAYS Number of Shares City of London of Common Stock Fund which Price Per Share Date Purchased/(Sold) Purchased/(Sold) (US$) ---- ------------------- ------------------- ----- 6/25/04 4,000 Accounts 18.55 6/24/04 96,200 Accounts 18.39 6/17/04 2,200 GFM 18.19 6/03/04 13,100 Accounts 18.16 6/01/04 (88,200) Accounts 19.35 6/01/04 88,200 Accounts 19.35 5/27/04 (4,100) EWF 19.42 5/07/04 12,100 GEM 18.59 5/06/04 10,000 GEM 19.14 5/05/04 10,000 FREE 19.88 5/03/04 900 GEM 19.6 4/30/04 14,000 Accounts 19.6 (Page 7 of 7 Pages) EX-99.A 2 exh99-a_12787.txt LETTER DATED JULY 8, 2004 EXHIBIT A --------- MELLON TRUST OF DELAWARE NA TTEE, EMERGING MARKETS COUNTRY FUND July 8, 2004 VIA HAND DELIVERY - ----------------- Mr. John Millette 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. Millette, In accordance with Section 2(11) of the Bylaws 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 Class I Directors at the Fund's 2004 Annual Meeting of Stockholders. 1. Julian Reid 2. Chris Russell 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 Bylaws. 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 1,127,447 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 2004 Annual Meeting of Stockholders, with another nominee of Mellon's choosing that possesses the requisite qualifications pursuant to the Fund's Bylaws. 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 2004 Annual Meeting of Stockholders. Enclosed are executed letters from each of the above nominees consenting to being nominated for election as a Class I 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/ Sandy S/ McKenna ------------------------------------ Name: Sandy S. McKenna Title: First Vice President EMERGING MARKETS COUNTRY FUND By: /s/ Tom Griffith Name: Tom Griffith Title: Director ANNEX A NOMINEE INFORMATION JULIAN M.I. REID Age: 59 - --- Business Address: 1 Queen Anne's Gate, London SW 1 H 9 BT - ---------------- Residence Address: 27 Burton Court, London SW3 452 - ----------------- Principal Occupation During the Past Five Years; Current Directorships: - ---------------------------------------------------------------------- Chief Executive Officer of 3a Asset Management Limited (since 1998); President of the Saffron Fund, Inc. (1994-1998, since 2004); Chairman of the Board of Directors of the Saffron Fund, Inc.(since 1998); Director of JF China Region Fund, Inc. (since 1997); and Chairman of Morgan's Walk Properties Ltd. (since 2002). Other Information: - ------------------ Mr. Reid will not receive any compensation from Mellon or GEM for his services as a director of the Fund. Mr. Reid is not adverse to the Fund or any of its subsidiaries in any material pending legal proceedings. Mr. Reid is not an interested person of the Fund as defined in the Investment Company Act of 1940, as amended. Mr. Reid 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. Reid 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. Reid 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. Reid 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. Reid does not beneficially own any shares of Common Stock of the Fund. The dollar range of equity securities beneficially owned by Mr. Reid in the Fund and in all registered investment companies to be overseen by Mr. Reid within the Fund's family of investment companies as of the date hereof is none. Mr. Reid (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). CHRIS RUSSELL Age: 55 - --- Business Address: 39 De Vere Gardens, London W8 5AW - ---------------- Residence Address: 30B Cadogan Square, London, SW1X 0JH - ----------------- Principal Occupation During the Past Five Years; Current Directorships: - ----------------------------------------------------------------------- Director of Candover plc (since 2004); Director of LIM Japan Fund (since 2002); Director of Enhanced Index Funds (since 2002); Director of Investec High Income Trust (since 2001); Consultant of Gavekal Research (since 2001); Director of Gartmore Investment Management plc (1997-2001). Other Information: - ------------------ Mr. Russell will not receive any compensation from Mellon or GEM for his services as a director of the Fund. Mr. Russell is not adverse to the Fund or any of its subsidiaries in any material pending legal proceedings. Mr. Russell is not an interested person of the Fund as defined in the Investment Company Act of 1940, as amended. Mr. Russell 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. Russell 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. Russell 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. Russell 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. Russell does not beneficially own any shares of Common Stock of the Fund. The dollar range of equity securities beneficially owned by Mr. Russell in the Fund and in all registered investment companies to be overseen by Mr. Russell within the Fund's family of investment companies as of the date hereof is none. Mr. Russell (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). -----END PRIVACY-ENHANCED MESSAGE-----