-----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, MU9OEaCq+wI+aDRbTrd3yWOEv/Vc6wscmmzsEXln/irJPrR170h26caDYB0xg8YX AIZU1L6RHg8lt96Kd8aNlQ== 0001072613-05-001414.txt : 20050611 0001072613-05-001414.hdr.sgml : 20050611 20050610162325 ACCESSION NUMBER: 0001072613-05-001414 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050610 DATE AS OF CHANGE: 20050610 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: 05890210 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_13600.txt AMENDMENT #8 TO SCHEDULE 13D FOR KORE FUND ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 8) 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) June 10, 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 5 =================== =========== ================================================================================ 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 5 Pages) =================== =========== CUSIP NO. 500634100 13D PAGE 3 of 5 =================== =========== ================================================================================ 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 5 Pages) This Amendment No. 8 to Schedule 13D (this "Amendment No. 8") 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") and with Amendment No. 7 to Schedule 13D filed with the SEC on May 18, 2005 ("Amendment No. 7") and, together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and Amendment No. 7, 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. 8 amends Items 4 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 June 10, 2005, CLIG sent a letter to the Board of Directors of the Fund. In the letter, CLIG requests the Board of Directors to address certain concerns relating to corporate governance. 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 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 7 MATERIALS TO BE FILED AS EXHIBITS. ---------------------------------- Item 7 is hereby amended by adding the following: Exhibit A. Letter, dated June 10, 2005, from City of London to the Chairman of the Board of Directors of the Fund. (Page 4 of 5 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: June 10, 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 5 of 5 Pages) EX-99.A 2 exh99-a_13600.txt KOREA FUND LETTER [CITY OF LONDON LETTERHEAD] June 10, 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 have reviewed (i) the press release issued by Korea Fund, Inc (the "Fund") on June 2, 2005 in which it was announced that the Board had unanimously agreed to continue the Fund's relationship with its current manager, Deutsche Asset Management ("DeIM") and (ii) the letter of the same date issued by yourself as Chairman of the Fund to shareholders, as referred to in the press release. We are dismayed by the Board's decision and the process by which it was made. We believe that despite the Board's commitment to better standards of corporate governance, the Board has, once again, failed to communicate with its shareholders and has not conducted itself in a clear and transparent manner. The Board announced last December that it would conduct a comprehensive review of the Fund's current investment management arrangements with DeIM and would consider possible alternative managers for the Fund. This announcement was a response to a sensitive issue affecting the Fund: the majority of the investment team at DeIM responsible for managing the Fund had left. In December the Board also announced a 50% tender offer, as a response to the shareholder discontent that had been clearly expressed at the shareholders meeting on October 6, 2004, at which the two independent directors proposed by City of London were elected. In truth, the Board's initial announcements were purely reactive to serious concerns expressed by shareholders on a number of different issues (i) the discount to NAV at which the shares traded was too wide, and had been so for more than two years, (ii) performance relative to the benchmark was poor and (iii) the expense ratio was too high. We believed, following the shareholders meeting, that the Board had accepted the shareholders' concerns and was committed to a new era of improved standards of corporate governance. The tender offer tackled the discount problem, and we expected that the Board would thereafter start making decisions that would demonstrate the Board's real commitment to improved corporate governance. In our view, the first such opportunity for the Board to demonstrate its commitment was the review of the management agreement. Certainly there was, and still is, a need for a serious change. However the Board, once again, seems to be pursuing its own agenda instead of being fully committed to openly serving the best interests of the Fund's shareholders. First, the Board apparently minimized the importance of the departure of the majority of DeIM's investment team responsible for managing the Fund in its recent release by only referring to the "recent departure of the Fund's long-time lead portfolio manager". The press release on April 19, 2005 only refers to Mr. Terrence Gray and makes no reference either to the other members of the team or to their qualifications for managing the fund. Second, after announcing that a RFP had been put in place to identify potential investment managers for the Fund, the Board did not disclose in an appropriate manner the specific details of the qualifications and requirements that the new manager candidates should meet. Third, the Board stated in the press release of June 2, 2005 that, among other factors, the contract had been re-awarded to DeIM because of the substantial reduction in management fees volunteered by the current manager, and implemented last December, as well as the current manager's important role in the effective implementation of the Fund's proposed tender offer for up to 50% of its outstanding shares, as also announced last December. The Board also stated that it "was encouraged by the new investment team responsible for managing the Fund and the anticipated changes in investment process. The Board intends to monitor the progress of the new management team and the results of its investment process, recognizing that the Board will have the opportunity to review these arrangements again in 2006." These statements raise many questions which City of London, and we assume many other shareholders, would like to have seen answered prior to such an important decision including: Why did DeIM volunteer to reduce their fees before the Board acted on the issue? What were the fees proposed by the other candidates? Who composes the new investment team? What is their experience in the Fund? What are the anticipated changes in the investment process? Is there going to be a change in style? What is the reason that makes this completely new team be better prepared to deal with the implementation of the tender offer? How is the Board going to monitor the progress of the new manager? What are the criteria against which the new manager is going to be measured? We believe that on such a sensitive issue as the management of the Fund, the Board should have acted in a much more open manner. - This is our fundamental concern. Instead of consulting with shareholders, the Board simply announced that the investment management contract of the Fund had been re-awarded to DeIM. Technically speaking, the Board has complied with the 1940 Act, which only requires shareholders' approval if a new manager is to be appointed, but it is our view that the Board should put the new contract to shareholders for their approval as a matter of good corporate governance. As stated earlier, the majority of the investment team responsible for managing the Fund at DeIM have left, a new team has been appointed by DeIM to run the Fund and in substance the Fund is being managed by different persons. The only remains of the previous DeIM contract is the name. Shouldn't the Fund's shareholders have had the opportunity to ratify the re-appointment of DeIM in these circumstances? We believe so. In past circumstances in which we have found a fund to be unresponsive to our concerns as a significant investor, or where we have felt that corporate governance issues were being neglected, we have not hesitated to express our views publicly with the intention of ensuring that the interests of our clients and other shareholders are safeguarded. We would therefore call on the Board to openly and publicly, commit to the shareholders to revisit this issue and include the shareholders in the process of selecting a new fund manager. A failure to do so can only be seen as another corporate governance failure by the Board. Yours truly, /s/ Barry M. Olliff - ----------------------- Barry M. Olliff Director -----END PRIVACY-ENHANCED MESSAGE-----