UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 12d-2(a)
(Amendment No. 1)
The Korea Fund, Inc.
| (Name of Issuer) |
Common Stock
| (Title of Class of Securities) |
500634100
| (CUSIP Number) |
Jeffrey B. Larson
Sowood Capital Management LP
500 Boylston Street, 17th Floor
Boston, Massachusetts 02116
(617) 603-3400
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
August 31, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
SCHEDULE 13D
CUSIP No. 105884100
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Sowood Capital Management LP |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Source of Funds (See Instructions)
OO |
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| 5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ | ||
| 6. | Citizenship or Place of Organization
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
- | |
| 8. Shared Voting Power
- | ||
| 9. Sole Dispositive Power
0 | ||
| 10. Shared Dispositive Power
- |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
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| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨
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| 13. | Percent of Class Represented by Amount in Row (11)
0.0% |
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| 14. | Type of Reporting Person (See Instructions)
IA |
Page 2 of 7 Pages
Item 1. Security and Issuer
This statement on Schedule 13D relates to the shares of common stock, par value $0.01 per share (the “Common Stock”), of The Korea Fund, Inc., a Maryland corporation (the “Issuer”), which has its principal executive offices at 345 Park Avenue, New York, New York 10154.
Item 2. Identity and Background
This statement is filed by Sowood Capital Management LP (“Sowood”), a Delaware limited partnership. The principal executive offices of Sowood are located at 500 Boylston Street, 17th Floor, Boston, Massachusetts 02116. Sowood is an investment manager.
Information relating to each of the directors, executive officers and controlling persons of Sowood is contained in Exhibit A attached hereto and incorporated herein by reference. Each of the directors, executive officers and controlling persons of Sowood is a citizen of the United States of America.
None of Sowood or, to the best of Sowood’s knowledge and belief, any of the persons listed in Exhibit A has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). None of Sowood or, to the best of Sowood’s knowledge and belief, any of the persons listed in Exhibit A has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
This Statement is being filed to report the disposition of all securities of the Issuer owned by President and Fellows of Harvard College (“Harvard”).
Item 5. Interest in Securities of the Issuer
(a) Sowood does not beneficially own any shares of Common Stock.
Page 3 of 7 Pages
(b) Not applicable.
(c) On July 8, 2005, the Issuer offered to repurchase up to 50% of its outstanding Common Stock in exchange for a pro rata portion of the Issuer’s portfolio securities. The offer remained open until the close of business on August 19, 2005, and Harvard tendered 9,924,971 shares of Common Stock prior to that date. On August 31, 2005, Harvard surrendered 9,924,971 shares of Common Stock to the Issuer in return for a pro rata portion of the Issuer’s portfolio securities valued at $19.85 per share. Sowood had sole dispositive power with respect to such shares of Common Stock pursuant to an investment management agreement dated as of July 1, 2004 between Harvard and Sowood.
(d) Not applicable.
(e) On August 31, 2005, Sowood ceased to be the beneficial owner of more than five percent of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Not applicable.
Item 7. Materials to be Filed as Exhibits
Exhibit A — Information concerning the directors, executive officers and controlling persons of Sowood.
Page 4 of 7 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: September 2, 2005 |
SOWOOD CAPITAL MANAGEMENT LP | |
| By: /s/ Megan Kelleher | ||
| Name: Megan Kelleher Title: Principal | ||
Page 5 of 7 Pages
EXHIBIT INDEX
| Exhibit Number |
Description |
Page Number In Sequentially Numbered Copy | ||
| A | Information Concerning the Directors, Executive Officers and Controlling Persons of Sowood | 7 | ||
Page 6 of 7 Pages
EXHIBIT A
DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING PERSONS OF
SOWOOD CAPITAL MANAGEMENT LP
The names of the directors and executive officers of Sowood and their business addresses and present principal occupation or employment are set forth below. If no business address is given, the business address of such director, executive officer or controlling person is c/o Sowood Capital Management LP, 500 Boylston Street, 17th Floor, Boston, Massachusetts 02116.
| Name |
Office/Position |
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| Jeffrey B. Larson |
Principal and Portfolio Manager of Sowood |
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| Stuart Porter |
Principal and Portfolio Manager of Sowood |
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| Richard Dowd |
Principal and Chief Financial Officer of Sowood |
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| Megan Kelleher |
Principal and General Counsel of Sowood |
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CONTROLLING PERSON OF SOWOOD CAPITAL MANAGEMENT LP
Sowood Capital Management LLC is the general partner of Sowood. The managing member of Sowood Capital Management LLC is Jeffrey B. Larson.
Page 7 of 7 Pages