AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 19, 2006.
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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)
JOHN MILLETTE
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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$117,997,089.98(a) $12,625.69
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(a) Estimated for purposes of calculating the amount of the filing fee only.
Calculated as the aggregate maximum purchase to be paid for 2,996,371 shares
in the offer, based on a price of $39.38 (98% of the net asset value per
share of $40.18 on January 17, 2006).
(b) Calculated at $107.00 per $1,000,000 of the Transaction Value, pursuant to
Rule 0-11 of the Securities Exchange Act of 1934, as amended by Fee Advisory
#5 for Fiscal Year 2006, effective November 27, 2005.
[ ] Check 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
[ ] 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. [ ]
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INTRODUCTORY STATEMENT
This Issuer Tender Offer Statement on Schedule TO relates to an offer by
The Korea Fund, Inc., a Maryland corporation (the "Fund"), to purchase a portion
of the Fund's securities upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated January 19, 2006 (the "Offer to Purchase"), and
in the related Letter of Transmittal which are filed as exhibits to this
Schedule TO.
This Issuer Tender Offer Statement on Schedule TO is being filed in
satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under
the Securities Exchange Act of 1934, as amended.
The information set forth in the Offer to Purchase and the related Letter
of Transmittal is incorporated herein by reference in answer to Items 1 through
11 of Schedule TO.
ITEM 12. EXHIBITS
(a)(1)(i) Offer to Purchase, dated January 19, 2006.
(a)(1)(ii) Form of Letter of Transmittal.
(a)(1)(iii) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(iv) Form of Notice of Guaranteed Delivery.
(a)(1)(v) Form of Letter to Clients of Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(2) None.
(a)(3) Not Applicable.
(a)(4) Not Applicable.
(a)(5)(i) Press release issued on January 13, 2006 (incorporated
herein by reference to the Schedule TO-C filed by The Korea
Fund, Inc. on January 17, 2006).
(a)(5)(ii) Press release issued on January 19, 2006.
(b)(1) Termination, Replacement and Restatement Agreement Dated as
of April 7, 2005 Relating to Credit Agreement, Dated as of
April 11, 2002, among certain mutual funds managed by
Deutsche Investment Management Americas Inc., JPMorganChase
Bank, N.A., J.P. Morgan Securities Inc., State Street Bank
and Trust Company, Lloyds TSB Bank plc and Calyon New York
Branch.
(d) None.
(g) None.
(h) None.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not Applicable.
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SIGNATURE
After due 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.
THE KOREA FUND, INC.
By: /s/ John Millette
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Name: John Millette
Title: Secretary
Dated: January 19, 2006
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