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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 6)
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)
December 23, 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 4,441,782
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,441,782
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,441,782
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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)
9.94%
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14 TYPE OF REPORTING PERSON*
HC
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(Page 2 of 7 Pages)
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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.
------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_]
(B) [_]
------------ -------------------------------------------------------------------
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 4,413,762
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,413,762
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
------------ -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,413,762
------------ -------------------------------------------------------------------
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)
9.87%
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14 TYPE OF REPORTING PERSON*
IA
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(Page 3 of 7 Pages)
This Amendment No. 6 to Schedule 13D (this "Amendment No. 6") 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") and with Amendment No. 5 to
Schedule 13D filed with the SEC on November 15, 2004 ("Amendment No. 5" and,
together with Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment
No. 4, 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. 6
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, $1,933,266, $6,587,458, $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 December 23, 2004, CLIG sent a letter to the Board of Directors of
the Fund. In the letter, CLIG responds to the measures approved by
the Board of Directors of the Fund and described in the Fund's
December 15, 2004 press release. 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).
(Page 4 of 7 Pages)
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,
118,436, 322,994, 1,553,822 and 28,020 Shares, respectively,
representing approximately 0.30%, 2.59%, 2.50%, 0.26%, 0.74%, 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
4,441,782 Shares, representing approximately 9.94% 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 4,413,762 Shares, representing
approximately 9.87% 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, since the filing of Amendment No. 5.
Since the filing of Amendment No. 5, the following open market
purchases of Shares have been made by FREE:
Date of Purchase
Number of Shares Purchased
Price Paid/Share
November 15, 2004
10,000
$22.0600
Since the filing of Amendment No. 5, the following open market
purchases of Shares have been made by GFM:
Date of Purchase
Number of Shares Purchased
Price Paid/Share
(Page 5 of 7 Pages)
November 15, 2004
5,000
$22.0600
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
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Item 7 is hereby amended by adding the following:
Exhibit A. Letter, dated December 23, 2004, from City of London to
the Chairman of the Board of Directors of the Fund.
(Page 6 of 7 Pages)
SIGNATURE
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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: December 23, 2004
CITY OF LONDON INVESTMENT GROUP PLC
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Name: Barry M. Olliff
Title: Director
CITY OF LONDON INVESTMENT
MANAGEMENT COMPANY LIMITED
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Name: Barry M. Olliff
Title: Director
(Page 7 of 7 Pages)