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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 7)
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)
May 18, 2005
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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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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 4,398,762
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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*
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.
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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 4,382,762
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,382,762
------------ ------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
------------ -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,382,762
------------ -------------------------------------------------------------------
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)
9.80%
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14 TYPE OF REPORTING PERSON*
IA
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(Page 3 of 7 Pages)
This Amendment No. 7 to Schedule 13D (this "Amendment No. 7") 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") and
with Amendment No. 6 to Schedule 13D filed with the SEC on December 23, 2004
("Amendment No. 6") and, together with Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, 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. 7 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.
-------------------------------------------------
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, $20,364,688, $17,220,211,
$1,803,104, $6,625,228, $285,663, and $31,455,141, respectively.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Item 4 is hereby amended by adding the following:
On May 18, 2005, CLIG sent a letter to the Board of Directors of the
Fund. In the letter, CLIG nominates two candidates to the Board of
Directors of the Fund. 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
(Page 4 of 7 Pages)
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 5. INTERESTS IN SECURITIES OF THE ISSUER.
-------------------------------------
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, 1,219,247, 1,054,727,
111,236, 334,494, 1,531,022 and 16,000 Shares, respectively,
representing approximately 0.30%, 2.73%, 2.36%, 0.25%, 0.75%, 3.42%
and 0.04%, 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
4,398,762 Shares, representing approximately 9.84% 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 4,382,762 Shares, representing
approximately 9.8% 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. 6.
Since the filing of Amendment No. 6, the following open market
purchases of Shares have been made by FREE:
Date of Purchase, Number of Shares Purchased, Price Paid/Share
May 2, 2005, 1,500, $25.1500
Since the filing of Amendment No. 6, the following open market sales
of Shares have been made by GFM:
Date of Sale, Number of Shares Sold, Price Paid/Share
February 24, 2005, 7,200, $27.700
Since the filing of Amendment No. 6, the following open market sales
of Shares have been made by Global:
(Page 5 of 7 Pages)
Date of Sale, Number of Shares Sold, Price Paid/Share
May 13, 2005, 3,320, $25.5700
March 14, 2005, 8,700, $28.8440
Since the filing of Amendment No. 6, the following open market
purchases of Shares have been made by GEM:
Date of Purchase, Number of Shares Purchased, Price Paid/Share
April 22, 2005, 18,200, $25.7500
April 15, 2005, 20,000, $25.5300
March 30, 2005, 23,200, $25.7257
Since the filing of Amendment No. 6, the following open market sales
of Shares have been made by IEM:
Date of Sale, Number of Shares Sold, Price Paid/Share
March 7, 2005, 3,200, $28.6634
March 4, 2005, 18,700, $28.5522
March 3, 2005, 6,800, $28.4007
March 1, 2005, 15,200, $28.7437
February 28, 2005, 11,700, $28.6616
February 25, 2005, 37,500, $28.2251
Since the filing of Amendment No. 6, the following open market
purchases of Shares have been made by IEM:
Date of Purchase, Number of Shares Purchased, Price Paid/Share
April 1, 2005, 4,200, $26.9500
March 31, 2005, 25,000, $26.2800
Since the filing of Amendment No. 6, the following open market sales
of Shares have been made by the Accounts:
Date of Sale, Number of Shares Sold, Price Paid/Share
May 11, 2005, 4,200, $25.4940
March 14, 2005, 18,600, $28.9595
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 May 18, 2005, from City of London to the
Chairman of the Board of Directors of the Fund.
(Page 6 of 7 Pages)
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: December 18, 2005
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
(Page 7 of 7 Pages)