As filed with the Securities and Exchange Commission on July 7, 2005.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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)
Bruce Rosenblum, 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)
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COPY TO:
William D. Regner, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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Not Applicable Not Applicable
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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: Not applicable
Form or Registration No.: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
[x] 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: |_|
Items 1-11
Not applicable.
Item 12. Materials to be Filed as Exhibits.
Text of Press Release issued by The Korea Fund, Inc. on July 7, 2005.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
2
(DEUTSHE ASSET MANAGEMENT LOGO)
PRESS RELEASE
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FOR IMMEDIATE RELEASE
FOR ADDITIONAL INFORMATION:
ROSALIA SCAMPOLI 212.250.5536, MEDIA
JONATHAN DIORIO 800.349.4281, INVESTORS
THE KOREA FUND, INC. ANNOUNCES
COMMENCEMENT OF TENDER OFFER
NEW YORK, NY, July 7, 2005 -- The Board of Directors of The Korea Fund, Inc.
(NYSE: KF) today announced the commencement date for a tender offer for up to
22,350,747 shares, representing approximately 50% of its issued and outstanding
shares of common stock in exchange for portfolio securities of the Fund at a
price per share equal to 98% of the net asset value per share as of the day
after the day the offer expires. The tender offer will commence on July 8,
2005 and remain open through August 19, 2005, unless extended.
On December 15, 2004, the Board approved this offer and a program for subsequent
semi-annual offers, each to repurchase 10% of the Fund's shares then
outstanding, at a price of 98% of net asset value on the day after the
day the offer expires, in the three calendar years following completion of the
initial offer. In each subsequent offer, participating holders would also
receive a pro rata share of the Fund's portfolio. Each subsequent offer would be
made, subject to regulatory approvals, fiduciary and other applicable
requirements, if the Fund's shares trade on the New York Stock Exchange at an
average weekly discount from net asset value greater than 5% during a 13-week
measuring period ending the last day of the preceding half-year.
The tender offer is being conducted in order to provide shareholders with an
alternative source of liquidity for their investment in Fund shares and as part
of the Fund's continuous efforts to provide additional value to shareholders.
The Board considered a full range of strategic and structural alternatives for
the Fund and concluded that the tender offer is in the best interests of the
Fund's shareholders at this time.
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".
# # #
There can be no assurance that any action proposed or adopted by the Board will
reduce or eliminate the discount at which the Fund's shares trade. The tender
offer will be made only by the Offer to Repurchase and the related Letter of
Transmittal. Shareholders should read these documents carefully when they become
available to investors free of charge at the website of the Securities and
Exchange Commission (www.sec.gov). Neither the Offer to Repurchase shares will
be made to, nor will tenders pursuant to the Offer to Repurchase be accepted
from or on behalf of, holders of shares in any jurisdiction in which making or
accepting the Offer to Repurchase would violate that jurisdiction's laws.
Tendering shareholders are required to appoint a Korean proxy, register with the
Financial Supervisory Service of Korea and establish a Korean securities
account. Please refer to the Offer to Repurchase and the Letter of Transmittal
regarding details of the repurchase offer, including required procedures for
properly tendering shares in the offer.
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 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 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.
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. (07/05 39275)