0001169232-05-001779.txt : 20120615 0001169232-05-001779.hdr.sgml : 20120615 20050323113837 ACCESSION NUMBER: 0001169232-05-001779 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050323 DATE AS OF CHANGE: 20050323 GROUP MEMBERS: D3 CHILDREN'S FUND, L.P. GROUP MEMBERS: D3 FAMILY BULLDOG FUND, L.P. GROUP MEMBERS: D3 FAMILY RETIREMENT FUND, L.P. GROUP MEMBERS: D3 OFFSHORE FUND, L.P. GROUP MEMBERS: THE D3 FAMILY FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KOREA EQUITY FUND INC CENTRAL INDEX KEY: 0000912023 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58207 FILM NUMBER: 05698304 BUSINESS ADDRESS: STREET 1: 2 WORLD FINANCIAL CENTER STREET 2: BUILDING B, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10038-4936 BUSINESS PHONE: 8008330018 MAIL ADDRESS: STREET 1: 2 WORLD FINANCIAL CENTER STREET 2: BUILDING B, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10038-4936 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NIERENBERG DAVID CENTRAL INDEX KEY: 0001040899 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 19605 N E 8TH STREET CITY: CAMAS STATE: WA ZIP: 98607 BUSINESS PHONE: 3606048600 SC 13D/A 1 d63064_sc13da.txt AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Act of 1934 (Amendment No. 1) Korea Equity Fund, Inc. (KEF) (Name of Issuer) Common Stock (Title of Class of Securities) 50063B104 (CUSIP Number) David Nierenberg The D3 Family Funds 19605 NE 8th Street Camas, WA 98607 360-604-8600 ------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 23, 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 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: |_| -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON. The D3 Family Fund, L.P. (David Nierenberg is president of the General Partner, which is Nierenberg Investment Management Company.) -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (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 USA -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 276,500 common shares (3.3%) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 276,500 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 484,800 Shares (5.7%) -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON. The D3 Family Retirement Fund, L.P. (David Nierenberg is president of the General Partner, which is Nierenberg Investment Management Company.) -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (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 USA -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 92,700 common shares (1.1%) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 92,700 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 484,800 Shares (5.7%) -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON. The D3 Children's Fund, L.P. (David Nierenberg is president of the General Partner, which is Nierenberg Investment Management Company.) -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (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 USA -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 19,650 common shares (0.2%) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 19,650 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 484,800 Shares (5.7%) -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON. The D3 Offshore Fund, L.P. (David Nierenberg is president of the General Partner, which is Nierenberg Investment Management Company.) -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (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 USA -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 59,250 common shares (0.7%) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 59,250 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 484,800 Shares (5.7%) -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON. The D3 Family Bulldog Fund, L.P. (David Nierenberg is president of the General Partner, which is Nierenberg Investment Management Company.) -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 36,700 common shares (0.4%) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 36,700 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 484,800 Shares (5.7%) -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 Item 1. Security and Issuer. Common Stock of Korea Equity Fund, Inc. a Maryland corporation (the "Issuer"), which has its principal office at 180 Maiden Lane, New York, NY 10038. Item 2. Identity and Background. The D3 Family Fund, L.P. is a Washington State limited partnership, whose principal business is investing in the equities of public micro-cap issuers. Located at 19605 N.E. 8th St., Camas, Washington 98607. No convictions or administrative proceedings as described in 2 (d) and (e). Item 3. Source and Amount of Funds or Other Consideration Source of funds is money invested in the partnership by its partners. Item 4. Purpose of Transaction Though Larry Summers' faculty perhaps loves him less than in the past, and though it may seem contrary to nature for the trio of Yalies who run the D3 Family Funds to agree with a bunch of Harvards, we are supportive of the position taken by The Harvard Management Company in its Form 13D filed on March 21, 2005. Specifically, we agree with Harvard that KEF is currently too small to be cost effective, too small to amortize the fixed costs of managing the fund, perhaps too small to attract investment talent capable of outperforming benchmarks, definitely too small to have clout advocating for improved governance of and transparency from Korean public companies, and too small to offer American investors meaningful liquidity. Therefore, unless KEF commits, and undertakes before its upcoming annual meeting, to grow the fund's size sufficiently to overcome these problems, and commits, moreover, to a credible program of narrowing the discount from NAV, we expect to vote all of our KEF shares in support of Harvard's proposals. Boola, boola! Item 5. Interest in Securities of the Issuer. (a,b) D3 Family Fund owns and has sole voting power over 276,500 KEF shares. (c) N/A (d) N/A 7 (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. N/A Item 7. Material to be Filed as Exhibits N/A SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct. March 23, 2005 /s/ DAVID NIERENBERG --------------------------------------- President Nierenberg Investment Management Company, Inc., the General Partner of The D3 Family Retirement Fund, L.P 8 Item 1. Security and Issuer. Common Stock of Korea Equity Fund, Inc. a Maryland corporation (the "Issuer"), which has its principal office at 180 Maiden Lane, New York, NY 10038. Item 2. Identity and Background. The D3 Family Retirement Fund, L.P. is a Washington State limited partnership, whose principal Business is investing in the equities of public micro-cap issuers. Located at 19605 N.E. 8th St., Camas, Washington 98607. No convictions or administrative proceedings as described in 2 (d) and (e). Item 3. Source and Amount of Funds or Other Consideration Source of funds is money invested in the partnership by its partners. Item 4. Purpose of Transaction Though Larry Summers' faculty perhaps loves him less than in the past, and though it may seem contrary to nature for the trio of Yalies who run the D3 Family Funds to agree with a bunch of Harvards, we are supportive of the position taken by The Harvard Management Company in its Form 13D filed on March 21, 2005. Specifically, we agree with Harvard that KEF is currently too small to be cost effective, too small to amortize the fixed costs of managing the fund, perhaps too small to attract investment talent capable of outperforming benchmarks, definitely too small to have clout advocating for improved governance of and transparency from Korean public companies, and too small to offer American investors meaningful liquidity. Therefore, unless KEF commits, and undertakes before its upcoming annual meeting, to grow the fund's size sufficiently to overcome these problems, and commits, moreover, to a credible program of narrowing the discount from NAV, we expect to vote all of our KEF shares in support of Harvard's proposals. Boola, boola! Item 5. Interest in Securities of the Issuer. (a,b) The D3 Family Retirement Fund, L.P. owns and has sole voting power over 92,700 KEF shares. (c) N/A (d) N/A 9 (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. N/A Item 7. Material to be Filed as Exhibits N/A 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. March 23, 2005 /s/ DAVID NIERENBERG -------------- ------------------------------------------ Date David Nierenberg President Nierenberg Investment Management Company, Inc., the General Partner of the 3D Family Retirement Fund, L.P. 10 Item 1. Security and Issuer. Common Stock of Korea Equity Fund, Inc. a Maryland corporation )the "Issuer"), which has its principal office at 180 Maiden Lane, New York, NY 10038. Item 2. Identity and Background. The D3 Children's Fund, L.P. is a Washington State limited partnership, whose principal Business is investing in the equities of public micro-cap issuers. Located at 19605 N.E. 8th St., Camas, Washington 98607. No convictions or administrative proceedings as described in 2 (d) and (e). Item 3. Source and Amount of Funds or Other Consideration Source of funds is money invested in the partnership by its partners. Item 4. Purpose of Transaction Though Larry Summers' faculty perhaps loves him less than in the past, and though it may seem contrary to nature for the trio of Yalies who run the D3 Family Funds to agree with a bunch of Harvards, we are supportive of the position taken by The Harvard Management Company in its Form 13D filed on March 21, 2005. Specifically, we agree with Harvard that KEF is currently too small to be cost effective, too small to amortize the fixed costs of managing the fund, perhaps too small to attract investment talent capable of outperforming benchmarks, definitely too small to have clout advocating for improved governance of and transparency from Korean public companies, and too small to offer American investors meaningful liquidity. Therefore, unless KEF commits, and undertakes before its upcoming annual meeting, to grow the fund's size sufficiently to overcome these problems, and commits, moreover, to a credible program of narrowing the discount from NAV, we expect to vote all of our KEF shares in support of Harvard's proposals. Boola, boola! Item 5. Interest in Securities of the Issuer. (a,b) The D3 Children's Fund, L.P. owns and has sole voting power over 19,650 KEF shares. (c) N/A (d) N/A 11 (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. N/A Item 7. Material to be Filed as Exhibits N/A 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. March 23, 2005 /s/ DAVID NIERENBERG -------------- ---------------------------------------------- Date David Nierenberg President Nierenberg Investment Management Company, Inc., the General Partner of the 3D Family Retirement Fund, L.P. 12 Item 1. Security and Issuer. Common Stock of Korea Equity Fund, Inc. a Maryland corporation )the "Issuer"), which has its principal office at 180 Maiden Lane, New York, NY 10038. Item 2. Identity and Background. The D3 Offshore Fund, L.P. is a Washington State limited partnership, whose principal Business is investing in the equities of public micro-cap issuers. Located at 19605 N.E. 8th St., Camas, Washington 98607. No convictions or administrative proceedings as described in 2 (d) and (e). Item 3. Source and Amount of Funds or Other Consideration Source of funds is money invested in the partnership by its partners. Item 4. Purpose of Transaction Though Larry Summers' faculty perhaps loves him less than in the past, and though it may seem contrary to nature for the trio of Yalies who run the D3 Family Funds to agree with a bunch of Harvards, we are supportive of the position taken by The Harvard Management Company in its Form 13D filed on March 21, 2005. Specifically, we agree with Harvard that KEF is currently too small to be cost effective, too small to amortize the fixed costs of managing the fund, perhaps too small to attract investment talent capable of outperforming benchmarks, definitely too small to have clout advocating for improved governance of and transparency from Korean public companies, and too small to offer American investors meaningful liquidity. Therefore, unless KEF commits, and undertakes before its upcoming annual meeting, to grow the fund's size sufficiently to overcome these problems, and commits, moreover, to a credible program of narrowing the discount from NAV, we expect to vote all of our KEF shares in support of Harvard's proposals. Boola, boola! Item 5. Interest in Securities of the Issuer. (a,b) The Offshore Fund, L.P. owns and has sole voting power over 59,250 KEF shares. (c) N/A (d) N/A 13 (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. N/A Item 7. Material to be Filed as Exhibits N/A 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. March 23, 2005 /s/ DAVID NIERENBERG -------------- -------------------------------------------- Date David Nierenberg President Nierenberg Investment Management Company, Inc., the General Partner of the 3D Family Retirement Fund, L.P. 14 Item 1. Security and Issuer. Common Stock of Korea Equity Fund, Inc. a Maryland corporation )the "Issuer"), which has its principal office at 180 Maiden Lane, New York, NY 10038. Item 2. Identity and Background. The D3 Family Bulldog Fund, L.P. is a Washington State limited partnership, whose principal Business is investing in the equities of public micro-cap issuers. Located at 19605 N.E. 8th St., Camas, Washington 98607. No convictions or administrative proceedings as described in 2 (d) and (e). Item 3. Source and Amount of Funds or Other Consideration Source of funds is money invested in the partnership by its partners. Item 4. Purpose of Transaction Though Larry Summers' faculty perhaps loves him less than in the past, and though it may seem contrary to nature for the trio of Yalies who run the D3 Family Funds to agree with a bunch of Harvards, we are supportive of the position taken by The Harvard Management Company in its Form 13D filed on March 21, 2005. Specifically, we agree with Harvard that KEF is currently too small to be cost effective, too small to amortize the fixed costs of managing the fund, perhaps too small to attract investment talent capable of outperforming benchmarks, definitely too small to have clout advocating for improved governance of and transparency from Korean public companies, and too small to offer American investors meaningful liquidity. Therefore, unless KEF commits, and undertakes before its upcoming annual meeting, to grow the fund's size sufficiently to overcome these problems, and commits, moreover, to a credible program of narrowing the discount from NAV, we expect to vote all of our KEF shares in support of Harvard's proposals. Boola, boola! Item 5. Interest in Securities of the Issuer. (a,b) The D3 Family Bulldog Fund, L.P. owns and has sole voting power over 36,700 KEF shares. (c) N/A (d) N/A 15 (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. N/A Item 7. Material to be Filed as Exhibits N/A 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. March 23, 2005 /s/ DAVID NIERENBERG -------------- ------------------------------------------ Date David Nierenberg President Nierenberg Investment Management Company, Inc., the General Partner of the 3D Family Retirement Fund, L.P. 16