-----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, Otn2E6+jzpnFSxMfTAMEe3vDNsPne6uskRV0urUPCoqEEdXN2QAVjYdGqVah4Mkw g1exYf/UZWxT0Qt/V5ed2g== 0001072613-05-002324.txt : 20051007 0001072613-05-002324.hdr.sgml : 20051007 20051007145751 ACCESSION NUMBER: 0001072613-05-002324 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051007 DATE AS OF CHANGE: 20051007 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: 051129459 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_13881.txt AMENDMENT #13 TO SCHEDULE 13-D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 13) 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) October 7, 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. ================================================================================ Page 1 of 6 ================================================================================ 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 5,440,119 ------ ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------ ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 5,440,119 ------ ------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,440,119 - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.15% - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC ================================================================================ Page 2 of 6 ================================================================================ 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 5,440,119 ------ ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------ ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 5,440,119 ------ ------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,440,119 - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.15% - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA ================================================================================ Page 3 of 6 This Amendment No. 13 to Schedule 13D (this "Amendment No. 13") 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"), with Amendment No. 8 to Schedule 13D filed with the SEC on June 10, 2005 ("Amendment No. 8"), with Amendment No. 9 to Schedule 13D filed with the SEC on July 5, 2005 ("Amendment No. 9"), with Amendment No. 10 to Schedule 13D filed with the SEC on August 5, 2005 ("Amendment No. 10"), and with Amendment No. 11 to Schedule 13D filed with the SEC on August 12, 2005 ("Amendment No. 11"), and with Amendment No. 12 to Schedule 13D filed with the SEC on September 14, 2005 ("Amendment No. 12") and, together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9. Amendment No. 10, Amendment No. 11, and Amendment No. 12, 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. 13 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 remains 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 October 7, 2005, CLIG sent a letter to the Chairman of the Board of Directors of the Korea Fund Inc. In the letter, CLIG requests the Chairman of the Board of Directors to address certain concerns relating to corporate governance surrounding the upcoming AGM. 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. 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 6 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 sent to the Chairman of the Board of Directors dated October 7, 2005 Page 5 of 6 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: October 7, 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 6 of 6 EX-99.A 2 exhibit-a_13881.txt LETTER SENT TO THE CHAIRMAN OF THE BOARD October 7, 2005 Board of Directors The Korea Fund, Inc. c/o Scudder Investments. 345 Park Avenue New York, NY 10154 Attn: Robert Callander, Chairman Dear Mr. Callander: We refer to our letter of August 5, and to your reply of August 10, 2005. In our letter we stated that: "It is also of concern to COL that you have agreed to stand for re-election at the 2005 AGM. You will recall that there was an announcement to the effect that you were going to step down from the Board. This announcement was made via the Fund's Schedule 14A filing on August 20, 2004. However, the Fund in the Annual Report as of June 30, 2004 announced that "William H. Luers would continue as a director until his term expired at the fund's 2005 Annual Meeting, and that MR CALLANDER ... HAD AGREED TO STAND FOR RE-ELECTION AT THE 2005 ANNUAL MEETING. THE FUND HAD PREVIOUSLY INDICATED THAT BOTH DIRECTORS WERE EXPECTED TO RETIRE IN APRIL 2005". In your reply to us you stated that: "The board of The Korea Fund has not yet decided on its nominees for election at the December meeting. SHOULD THE BOARD DECIDE TO NOMINATE ME FOR RE-ELECTION AND SHOULD I AGREE TO RUN, YOU CAN BE SURE THAT WE WILL CONSULT WITH COMPETENT MARYLAND COUNSEL TO ENSURE THAT ALL BYE-LAW REQUIREMENTS ARE SATISFIED". We now read in the Annual Report as of June 30, 2005 that: "The fund expects that William H. Luers would continue as a Director until his term expires at the fund's 2005 Annual Meeting, and that ROBERT J. CALLANDER ... WOULD CONTINUE AS A DIRECTOR UNTIL HIS TERM EXPIRES AT THE FUND'S 2006 ANNUAL MEETING. THE FUND HAD INDICATED PREVIOUSLY THAT BOTH DIRECTORS WERE EXPECTED TO RETIRE IN APRIL 2005." We are again surprised by the statements being made by the Board. First, the Board is divided into three classes, with each director serving for a term of 3 years. The term of the Class 2 directors, of which you are one, expires at the 2005 annual meeting. We are conscious that you stated that you are consulting competent Maryland Counsel to ensure that all Bye-law requirements are satisfied but we would contest your right unilaterally to extend your term until the 2006 annual meeting. Our interpretation of the legal position is that this is a matter which can only be determined by stockholders. Secondly, we would again draw your attention to the announcement that has been previously made that "MESSRS CALLANDER AND LUERS WILL RESIGN FROM THE BOARD ON OR ABOUT APRIL 30, 2005 IN ACCORDANCE WITH THE BOARD'S RETIREMENT POLICY". We continue to believe that the Board's retirement policy has been established for sound reasons and that, in the words of the SEC, "the critical role of independent directors of investment companies is necessitated, in part, by the unique structure of investment companies". As a result we believe that the Board should adhere to the rules that it has established and not make an exception in your, or any other, case save in exceptional circumstances. We do not consider in this case that such circumstances exist. In view of the above we would invite you to clarify your position, the Board's position and the position established in the Annual Report as of June 30, 2005. Sincerely yours, /s/ Barry M. Olliff - ------------------------ Barry M. Olliff Director -----END PRIVACY-ENHANCED MESSAGE-----