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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 5)
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
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
500634100
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(CUSIP Number)
Barry M. Olliff
c/o City of London Investment Management Company Limited
10 Eastcheap, London EC3M ILX, England
+44 207 711 0771
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 12, 2004
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(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.
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(Page 1 of 7 Pages)
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CUSIP NO. 500634100 13D PAGE 2 of 7
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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.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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NUMBER OF 7 SOLE VOTING POWER
SHARES 4,426,782
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,426,782
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,426,782
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.90%
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14 TYPE OF REPORTING PERSON*
HC
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CUSIP NO. 500634100 13D PAGE 3 of 7
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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.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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NUMBER OF 7 SOLE VOTING POWER
SHARES 4,398,762
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,398,762
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,398,762
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.84%
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14 TYPE OF REPORTING PERSON*
IA
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CUSIP NO. 500634100 13D PAGE 4 of 7
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This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") 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") and
with Amendment No. 4 to Schedule 13D filed with the SEC on August 31, 2004
("Amendment No. 4" and, together with Amendment No. 1, Amendment No. 2 and
Amendment No. 3, 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 $0.01 per share (the "Shares"), of The
Korea Fund, Inc., a Maryland corporation (the "Fund"). This Amendment No. 5
amends Items 3, 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 as amended by the Amendments.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Item 3 is hereby amended and restated in its entirety to read as
follows:
The funds used to purchase the Shares described in this statement
were acquired through open market purchases and were derived from
EWF's, GEM's, IEM's, GFM's, FREE's and Global's investment capital
and funds provided by the Accounts. The aggregate amount of the funds
used to purchase all of the Shares purchased by EWF, GEM, IEM, GFM,
FREE, Global's and the Accounts is $1,933,746, $18,788,073,
$18,090,202, $1,822,797, $6,366,520, $489,912, and $31,933,884,
respectively.
ITEM 4. PURPOSE OF TRANSACTION.
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Item 4 is hereby amended by adding the following:
On November 12, 2004, CLIG sent a letter to each member of the board
of directors of the Fund. In the letter, CLIG sets forth the minimum
steps that CLIG believes the Fund's board of directors should take in
order to satisfy its obligations to the Fund and the Fund's
stockholders. The foregoing description of the letter is not intended
to be complete and is qualified in its entirety by the complete text
of the form of letter filed as Exhibit A hereto, which form of letter
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
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CUSIP NO. 500634100 13D PAGE 5 of 7
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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.
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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 the date hereof, EWF, GEM, IEM, GFM, FREE, the
Accounts and Global owned directly 132,036, 1,157,847, 1,118,627,
113,436, 322,994, 1,553,822 and 28,020 Shares, respectively,
representing approximately 0.30%, 2.59%, 2.50%, 0.25%, 0.72%, 3.47%
and 0.06%, respectively, of the Shares outstanding (based on the most
recent Share information publicly disclosed by the Fund).
As of the date hereof, CLIG, through its control of CLIM and City of
London Quantitative Management Ltd., is the beneficial owner of
4,426,782 Shares, representing approximately 9.90% of the Shares
outstanding (based on the most recent Share information publicly
disclosed by the Fund)
As of the date hereof, CLIM, through EWF, GEM, IEM, FREE, GFM and the
Accounts, is the beneficial owner of 4,398,762 Shares, representing
approximately 9.84% of the Shares outstanding (based on the most
recent Share information publicly disclosed by the Fund).
(c). Except as described below, no transactions in the Shares were
effected by the Reporting Persons, or, to their knowledge, any of the
persons identified in Item 2, during the past sixty days.
During the past 60 days, the following open market purchases of
Shares have been made by the Accounts:
Date of Purchase
Number of Shares Purchased
Price Paid/Share
November 12, 2004
25,000
$21.8900
November 5, 2004
15,700
$21.3656
October 7, 2004
30,000
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CUSIP NO. 500634100 13D PAGE 6 of 7
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$21.6800
During the past 60 days, the following open market sales of Shares
have been made by IEM:
Date of Sale
Number of Shares Sold
Price Received/Share
October 7, 2004
24,000
$21.6800
During the past 60 days, the following open market sales of Shares
have been made by FREE:
Date of Sale
Number of Shares Sold
Price Received/Share
October 7, 2004
6,000
$21.6800
ITEM 7 MATERIALS TO BE FILED AS EXHIBITS.
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Item 7 is hereby amended by adding the following:
Exhibit A. Form of Letter sent to each member of the board of
directors of The Korea Fund, Inc.
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CUSIP NO. 500634100 13D PAGE 7 of 7
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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: November 14, 2004
CITY OF LONDON INVESTMENT GROUP
PLC
/s/ Barry M. Olliff
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Name: Barry M. Olliff
Title: Director
CITY OF LONDON INVESTMENT
MANAGEMENT COMPANY LIMITED
/s/ Barry M. Olliff
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Name: Barry M. Olliff
Title: Director