-----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, CDsRNIaEls0t36qvzNRYEKn+7ixI2EkX2XpUDVq3M7r7fdLfrfKNAYkzSZ8hOnme TqLzvYM6fiCY6ClSQJzrww== 0000950123-05-010066.txt : 20050817 0000950123-05-010066.hdr.sgml : 20050817 20050817142016 ACCESSION NUMBER: 0000950123-05-010066 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050817 DATE AS OF CHANGE: 20050817 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 TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36819 FILM NUMBER: 051033062 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: KOREA FUND INC CENTRAL INDEX KEY: 0000748691 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133226146 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-I/A 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 SC TO-I/A 1 y10646a1sctoviza.txt AMENDMENT NO.1 TO SCHEDULE TO-I As filed with the Securities and Exchange Commission on August 17, 2005. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- THE KOREA FUND, INC. (Name of Subject Company (issuer)) THE KOREA FUND, INC. (Name of Filing Person (offeror)) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 500634100 (CUSIP Number of Class of Securities) Carole Coleman, Esq. The Korea Fund, Inc. c/o Deutsche Investment Management Americas, Inc. 345 Park Avenue New York, New York 10154 (800) 349-4281 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) ---------------- COPY TO: William D. Regner, Esq. Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 (212) 909-6000 ---------------- CALCULATION OF FILING FEE
================================================================================ TRANSACTION VALUATION AMOUNT OF FILING FEE - -------------------------------------------------------------------------------- $614,086,773.83 (a) $72,278.01 (b) ================================================================================
(a) Estimated for purposes of calculating the amount of the filing fee only. Calculated as the aggregate market value for 22,350,747 shares in the offer, based on the average of the high and low prices on July 6, 2005 of $27.475 as reported on the New York Stock Exchange. (b) Calculated at $117.70 per $1,000,000 of the Transaction Value, pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended by Fee Advisory #6 for Fiscal Year 2005, effective December 13, 2004. [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $72,278.01 Form or Registration No.: Schedule TO Filing Party: The Korea Fund, Inc. Date Filed: July 8, 2005 [ ] Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes to designate any transactions to which this statement relates: [ ] third party tender offer subject to Rule 14d-1 [X] issuer tender offer subject to Rule 13e-4 [ ] going-private transaction subject to Rule 13e-3 [ ] amendment to Schedule 13D under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer: |_| This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 8, 2005 by The Korea Fund, Inc., a Maryland corporation (the "Fund"), relating to a tender offer for up to 22,350,747 shares of its issued and outstanding stock, par value $0.01 per share, in exchange for portfolio securities of the Fund, amends such Issuer Tender Offer Statement on Schedule TO to 2 add an additional exhibit in accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended. Item 12. Materials to be Filed as Exhibits. The following material is hereby filed as an additional exhibit to the Fund's Schedule TO: (a)(5)(ii) Press Release issued by The Korea Fund, Inc. on August 17, 2005. 3 SIGNATURE After due 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. THE KOREA FUND, INC. By: /s/ Bruce Rosenblum ----------------------- Name: Bruce Rosenblum Title: Secretary and Vice President Dated: August 17, 2005 EX-99.A.5.II 2 y10646a1exv99waw5wii.txt EX-99.A.5.II: PRESS RELEASE (DEUTSCHE ASSET MANAGEMENT LOGO) PRESS RELEASE - -------------------------------------------------------------------------------- - --------------------------------------- FOR IMMEDIATE RELEASE FOR ADDITIONAL INFORMATION: ROSALIA SCAMPOLI 212.250.5536, MEDIA JONATHAN DIORIO 800.349.4281, INVESTORS - --------------------------------------- THE KOREA FUND, INC. ANNOUNCES RELINQUISHMENT OF MINISTRY OF FINANCE AND ECONOMY LICENSE NEW YORK, NY, August 17, 2005 - The Korea Fund, Inc. (NYSE: KF) announced today that, in order to be able to complete its tender offer for up to 22,350,747 of its shares of common stock, representing approximately 50% its outstanding shares, the Fund has relinquished its license from the Korean Ministry of Finance and Economy. The Fund had engaged in negotiations with the Korean Ministry of Finance and Economy concerning the feasibility of the Fund's license being amended to allow the Fund to repatriate more than 10% of Fund capital. However, on August 9, 2005, the Ministry of Finance and Economy advised the Fund that the license cannot be amended as a result of a change in the Korean regulations. Therefore, the Fund has relinquished the license as of August 16, 2005. As a result of the relinquishment of the license, the Fund will be subject to the Korean securities transaction equal to 0.3% of the fair market value of any portfolio securities transferred by the Fund on the Korea Exchange and 0.5% of the fair market value of any portfolio securities transferred outside of the Korea Exchange. The relinquishment will not otherwise affect the Fund's operations. The Korea Fund, Inc. is a non-diversified, closed-end investment company. The Fund seeks long-term capital appreciation through investing primarily in equity securities trading on the Korean stock exchanges. Its shares are listed on the New York Stock Exchange under the symbol "KF." # # # Investments in funds involve risks. Additional risks are associated with international investing, such as government regulations and differences in liquidity which may increase the volatility of your investment. The Fund focuses its investments in a certain geographical regions, thereby increasing its vulnerability to developments in that region. Investing in foreign securities presents certain unique risks not associated with domestic investments, such 1 as currency fluctuation and political and economic changes and market risks. This may result in greater share price volatility. Shares of closed-end funds frequently trade at a discount to net asset value. The price of the Fund's shares is determined by a number of factors, several of which are beyond the control of the Fund. Therefore, the Fund cannot predict whether its shares will trade at, below or above net asset value. This announcement is not an offer to purchase or the solicitation of an offer to sell shares of the Fund or a prospectus, circular or representation intended for use in the purchase or sale of Fund shares. Fund shares are not FDIC-insured and are not deposits or other obligations of, or guaranteed by, any bank. Fund shares involve investment risk, including possible loss of principal. - ------------------------------------------------------------------------------- NOT FDIC/NCUA INSURED MAY LOSE VALUE NO BANK GUARANTEE NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY - ------------------------------------------------------------------------------- SCUDDER INVESTMENTS IS PART OF DEUTSCHE ASSET MANAGEMENT WHICH IS THE MARKETING NAME IN THE US FOR THE ASSET MANAGEMENT ACTIVITIES OF DEUTSCHE BANK AG, DEUTSCHE BANK TRUST COMPANY AMERICAS, DEUTSCHE ASSET MANAGEMENT INC., DEUTSCHE ASSET MANAGEMENT INVESTMENT SERVICES LTD., DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. AND SCUDDER TRUST COMPANY. (08/05 39935) 2 -----END PRIVACY-ENHANCED MESSAGE-----