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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
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
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
500634100
--------------------------------------------------------------------------------
(CUSIP Number)
Barry M. Olliff
c/o City of London Investment Management Company Limited
10 Eastcheap, London EC3M ILX, England
+44 207 711 0771
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 17, 2004
-------------------------------------------------------
(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 15 Pages)
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CUSIP NO. 500634100 13D PAGE 2 of 15
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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.
------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
(B) |_|
------------ -------------------------------------------------------------------
3 SEC USE ONLY
------------ -------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
------------ -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(D) OR 2(E)
|_|
------------ -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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7 SOLE VOTING POWER
NUMBER OF 3,455,928
SHARES ------ -------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ------ -------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,455,928
WITH ------ -------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------ -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,455,928
------------ -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|_|
------------ -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.95%
------------ -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
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(Page 2 of 15 Pages)
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CUSIP NO. 500634100 13D PAGE 3 of 15
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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
------------ -------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
------------ -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(D) OR 2(E)
|_|
------------ -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 3,428,528
SHARES ------ -------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ------ -------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,428,528
WITH ------ -------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------ -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,428,528
------------ -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|_|
------------ -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.90%
------------ -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA
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(Page 3 of 15 Pages)
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CUSIP NO. 500634100 13D PAGE 4 of 15
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ITEM 1. SECURITY AND ISSUER.
-------------------
This statement relates to the shares of common stock, par value
$.01 per share (the "Shares"), of The Korea Fund, Inc. (the
"Fund"). The principal executive offices of the Fund are
located at 345 Park Avenue, New York NY 10154, USA.
ITEM 2. IDENTITY AND BACKGROUND.
------------------------
(a), (b) and (c). This statement is being filed by City of
London Investment Group PLC ("CLIG") and City of London
Investment Management Company Limited ("CLIM," and together
with CLIG, the "Reporting Persons").
The principal business of CLIG is serving as the parent holding
company for the City of London group of companies, including
CLIM. The business address and principal executive offices of
CLIG are 10 Eastcheap, London EC3M ILX, England. The directors
and executive officers of CLIG, their business addresses and
present principal occupation or employment are set forth on
Annex A attached to this Schedule 13D.
CLIM is an emerging markets fund manager which specializes in
investing in closed-end investment companies and is a
registered investment adviser under Section 203 of the
Investment Advisers Act of 1940. CLIM is controlled by CLIG.
CLIM is principally engaged in the business of providing
investment advisory services to segregated accounts and various
public and private investment funds, including The Emerging
World Fund ("EWF"), a Dublin, Ireland-listed open-ended
investment company, Global Emerging Markets Country Fund
("GEM"), a private investment fund organized as a Delaware
business trust, Investable Emerging Markets Country Fund
("IEM"), a private investment fund organized as a Delaware
business trust, Emerging Free Markets Country Fund ("Free"), a
private investment fund organized as a Delaware business trust,
GFM (Institutional) Emerging Markets Country Fund ("GFM"), an
open-ended fund organized under the laws of the Province of
Ontario. The business address and principal executive offices
of CLIM are 10 Eastcheap, London EC3M ILX, England. The
directors and executive officers of CLIM, their business
addresses and present principal occupation or employment are
set forth on Annex A attached to this Schedule 13D.
CLIG also controls City of London Quantitative Management Ltd.
("CLQM"), which acts as an investment adviser to Global
Optimization Fondo de Inversion Internacional ("Global"), a
closed-end fund organized under the laws of Chile. EWF, GEM,
IEM, MPEM, GFM, and Global are referred to herein as the "City
of London Funds."
The Shares to which this Schedule 13D relates are owned
directly by the City of London Funds and two segregated
accounts to which CLIM provides investment advisory services
(the "Accounts").
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CUSIP NO. 500634100 13D PAGE 5 of 15
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(d) and (e). During the last five years, none of the Reporting
Persons or, to the knowledge or belief of the Reporting
Persons, none of the natural persons identified in this Item 2,
has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanours), or has been a
party to any 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 violations with respect to such laws.
(f). Each of the Reporting Persons is a company incorporated
under the laws of England and Wales. Each natural person
identified in this Item 2 is a citizen of Great Britain.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
--------------------------------------------------
Beneficial ownership of the Shares to which this statement
relates was acquired by the Reporting Persons with invested
capital of the City of London Funds and the Accounts.
The aggregate purchase price of the 3,455,928 Shares
beneficially owned by the Reporting Persons was $57,734,066,
inclusive of brokerage commissions.
The aggregate purchase price of the 142,030 Shares beneficially
owned by EWF was $2,002,043, inclusive of brokerage
commissions.
The aggregate purchase price of the 1,114,131 Shares
beneficially owned by GEM was $17,487,870, inclusive of
brokerage commissions.
The aggregate purchase price of the 1,307,324 Shares
beneficially owned by IEM was $21,398,953, inclusive of
brokerage commissions.
The aggregate purchase price of the 127,938 Shares beneficially
owned by GFM was $2,078,210, inclusive of brokerage
commissions.
The aggregate purchase price of the 179,128 Shares beneficially
owned by FREE was $3,122,064, inclusive of brokerage
commissions.
The aggregate purchase price of the 557,977 Shares beneficially
owned by the Accounts was $11,182,817, inclusive of brokerage
commissions.
The aggregate purchase price of the 27,400 Shares beneficially
owned by Global was $462,107, inclusive of brokerage
commissions.
ITEM 4. PURPOSE OF TRANSACTION.
-----------------------
From time to time, the Reporting Persons have acquired
beneficial ownership of Shares in the ordinary course of
business for investment purposes and have held Shares in such
capacity. The Reporting Persons, collectively, are currently
one of the Fund's largest stockholders.
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CUSIP NO. 500634100 13D PAGE 6 of 15
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The Reporting Persons believe the Board of Directors of the
Fund has failed to take meaningful actions to permanently
reduce or eliminate the substantial and persistent discount to
net asset value ("NAV") at which the Fund's shares have been
trading.
On April 25, 2003, citing concerns over the increasing and
persistent discount to NAV in excess of 17%, the Fund announced
that its Board of Directors would undertake a special review of
possible alternatives that would enable shareholders, within
the next twelve months, to receive value that is near NAV for
at least a portion of their shares of the Fund. The
announcement noted that the Fund had already taken steps to
address the discount from NAV at which Fund shares have traded,
including a special in-kind dividend of portfolio securities
and a share buy-back program. As stated in the release, further
alternatives to be considered include a tender offer for a
portion of the Fund's shares, a change in the Fund's structure
or a strategic transaction.
The Reporting Persons believe that special in-kind dividends
and small share buy-back programs historically have not been
successful in addressing in a meaningful manner persistent
discount to NAV problems in closed-end funds. Consequently, the
Reporting Persons were, at the time of the April 2003 press
release, pleased by the Board's stated intention to explore
more consistent and permanent alternatives for addressing the
discount issue, such as a change in the Fund's structure or a
strategic transaction. At that time, the Fund made clear its
commitment to serve the shareholders' best interest.
The press release of April 25, 2003 also noted that the Fund is
licensed by the Minister of Finance and Economy of Korea to
invest in Korean securities. Under the license, repatriation of
investment principal is generally limited to 10% of net asset
value (taken at current value). Approval by the Ministry is
required under the license for, among other things, changes to
the Fund's stated investment objective or its closed-end
structure.
On January 21, 2004, nine months after the initial
announcement, the Board of Directors of the Fund announced that
it had approved a tender offer for up to 10% of its outstanding
shares of common stock for cash, at a price per share equal to
95% of the NAV on the business day after the day on which the
offer expires. The tender offer is expected to commence on
January 23, 2004 and remain open through February 23, 2004,
unless extended. According to the Fund, the tender offer is
being conducted as a result of the Board's special review,
initiated last April, of alternatives that would enable
shareholders to receive value that is near NAV for at least a
portion of their shares by April 2004. The Board considered a
full range of strategic and structural alternatives for the
Fund in connection with its review, and concluded that the
tender offer is in the best interests of the Fund's
shareholders at this time.
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CUSIP NO. 500634100 13D PAGE 7 of 15
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The Fund also announced that the Board had approved a program
of additional repurchase offers, one to occur the first quarter
of 2005 and another in the first quarter of 2006. Each
additional repurchase offer would be for 10% of the Fund's
shares, would be at a price of 95% of NAV at the close of
business on the day after the offer expires, and would be made,
subject to fiduciary and other applicable requirements, if the
Fund's shares traded on the New York Stock Exchange at an
average weekly discount from NAV greater than 15% during a
13-week measuring period ending the preceding December 31.
The Reporting Persons were dismayed by the Fund's announcement.
The strategy adopted by the Board of the Fund regarding the
size of the tender offer and the discount level to trigger
further tender offers raises a number of significant concerns
for the Reporting Persons, as shareholders of the Fund.
1. The commitment made to shareholders by the Board in April
---------------------------------------------------------
2003 has not been met.
----------------------
The Reporting Persons believe that the January 21 announcement
shows that the commitment to shareholders discussed in the
Fund's April 2003 press release, pursuant to which the Board
was going to analyze alternatives to address the discount
problem, was not serious.
The April 25, 2003 press release quoted Nicholas Bratt, at the
time the Fund's President and a Managing Director of the Fund's
manager Deutsche Investment Management Americas Inc. ("Deutsche
Investment"): "We believe the closed-end structure of the Fund
has served shareholders well and has contributed to the Fund's
remarkably strong record. It is appropriate at this time,
however, in light of the evolution of the Korean capital
markets and the concerns that shareholders have expressed about
the discount, to consider possible additional steps, consistent
with regulatory requirements, to address the discount."
According to Mr. Bratt's statements, it would seem that it was
shareholder concern about the discount that was the main driver
behind the Board's decision to analyze possible measures to
address the discount, which presumably may have even included
the possibility of conversion from closed-end to interval
status.
The Board, despite its previous announcements, has clearly
decided that maintaining the size of the Fund by conducting a
limited tender offer serves the interest of shareholders better
than providing a permanent solution to the persistent and
substantial discount at which the shares of the Fund trade. The
Reporting Persons, as one of the major shareholders of the
Fund, believe that the Board's decision is unacceptable.
THIS APPROACH SEEMS TO SERVE THE INTEREST OF THE FUND'S
MANAGER, DEUTSCHE INVESTMENT, RATHER THAN THE FUND'S
SHAREHOLDERS.
2. The Board lacks clarity when communicating its intentions to
------------------------------------------------------------
shareholders.
-------------
The Fund's April 2003 announcement noted that the Fund had
already taken steps to address the discount from NAV at which
Fund shares have traded, including a special in-kind dividend
of portfolio securities and a share buy-back program. According
to the Fund, further alternatives to be considered by the Board
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CUSIP NO. 500634100 13D PAGE 8 of 15
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included a tender offer for a portion of the Fund's shares, a
change in the Fund's structure or a strategic transaction. Even
though it could be argued that the repurchase program announced
in January 21, 2004 is consistent with the previously discussed
alternatives, the Reporting Persons believe that the Board
implied a commitment to take much more significant actions than
the recently announced repurchase program.
THE REPORTING PERSONS BELIEVE THERE WAS NO NEED FOR THE FUND TO
WAIT NINE MONTHS TO IMPLEMENT A REPURCHASE PROGRAM.
3. The Korean License.
-------------------
The Reporting Persons are aware that the Fund has a license
granted by the Korean Government, which has also granted
similar licenses to the Korea Europe Fund and the Korea Asia
Fund.
Even though this license effectively limits the repatriation of
investment principal to 10% of net asset value, it was probably
the most practical means at that time (20 years ago) to allow
foreigners to invest in South Korea before the market was
opened to foreign investors in the 1990's.
But the investment characteristics of the Korean market have
significantly changed during the last ten years and the access
vehicles to the Korean market have increased in number.
Moreover, consistent with the Reporting Persons' view, the head
of the MSCI Tokyo office was quoted on Bloomberg on February 6,
2004 as saying that MSCI is reviewing the status of both Korea
and Taiwan for possible upgrade to "Developed Market" status.
The Korean license, which limits repatriation of investment
principal to 10%, does not appear to be beneficial to
shareholders any longer in light of the changes in the Korean
market since the time of its grant. Moreover, the Reporting
Persons understand that even with the investment license, a
license holder is still required to invest within the foreign
investment quota for foreign ownership (i.e. the licensed
holder is still treated as a foreign investor).
In fact, after considering the interests of its shareholders,
the Korea Europe Fund returned its license to the Korean
authorities so that the fund could convert to open-end status.
The Korea Asia Fund also returned its license, but decided to
liquidate rather than convert to open-end status.
In spite of the precedents referred to in the preceding
paragraphs, the Board concluded that maintaining the current
closed-end format of the Fund was in the best interests of the
Fund's shareholders because, under current market conditions,
including the emerging nature of the Korean capital markets,
the volatility and the limited liquidity of many of the Fund's
holdings, the Fund's investment objective of long-term capital
appreciation can best be achieved through a closed-end
structure.
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CUSIP NO. 500634100 13D PAGE 9 of 15
=================== =============
THE REPORTING PERSONS DO NOT BELIEVE THAT THE KOREAN LICENSE IS
BENEFICIAL TO THE FUND'S SHAREHOLDERS AT THIS TIME AND BELIEVE
THAT IT IS NOT ACCEPTABLE FOR THE BOARD TO USE THE LICENSE AS A
LIMIT ON ITS ABILITY TO DEVELOP SOLUTIONS TO ADDRESS THE
DISCOUNT TO NET ASSET VALUE WHEN THERE ARE NOW MANY ALTERNATIVE
OPTIONS FOR INVESTING IN THE SOUTH KOREAN MARKET.
4. The 10% tender offer.
---------------------
The Board assumes that the tender offer for up to 10% of the
Fund's outstanding shares of common stock for cash will assist
in solving the discount problem. The Reporting Persons believe
that such assumption is wrong, and also believe that the
results of the current tender will confirm their belief.
Even if the Board's rationale is based on the assumption that
the discount problem is going to be eliminated by the two
additional identical repurchase offers, one to occur the first
quarter of 2005 and another in the first quarter of 2006, why
did the Board not decide to make a one-time tender offer for
30% of the outstanding shares?
The Reporting Persons believe that the Board will be held
accountable for the results of this tender. Presumably the
Board position is that at a level of acceptance of around 10%
will justify a 10% tender.
THE REPORTING PERSONS, HOWEVER, BELIEVE THAT THE NUMBER OF
SHARES TENDERED WILL BE CLOSER TO 50% AND THAT THIS IS A MUCH
MORE RELEVANT FIGURE IN TERMS OF SHAREHOLDER'S SUPPORT FOR THE
BOARD ACTIONS.
5. The 15% discount threshold.
---------------------------
The Reporting Persons believe that establishing a threshold for
conducting minor self-tenders at a discount to NAV of 15% is a
statement by the Board that it believes that a persistent
discount of just under 15% is acceptable to the shareholders.
The Reporting Persons believe that such a large discount to NAV
is completely unacceptable.
The Reporting Persons believe that the Board's conclusion
regarding what is in the best interests of the Fund's
shareholders is unacceptable. The Reporting Persons believe
that in order for Board to do its job of safeguarding the
shareholders' best interests, it must be open to receiving
shareholder concerns and be responsive in addressing such
concerns. Above all, this will help ensure that the Board runs
the business in a competitive manner. The Fund's Board does not
appear to share the Reporting Persons belief; in fact, the
Board has never asked the Reporting Persons, as major
shareholders of the Fund, about their opinions regarding the
discount to net asset value problem.
The Reporting Persons believe that the uncertainties arising
from this decision will contribute to a widening of the
discount to NAV and will consequently affect the interests of
shareholders.
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CUSIP NO. 500634100 13D PAGE 10 of 15
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FURTHERMORE, THE REPORTING PERSONS BELIEVE THAT THE THRESHOLD
THE BOARD SHOULD FOCUS UPON IS THE NAV, THE BASIS UPON WHICH
THE SHARES WERE ORIGINALLY ISSUED.
6. The resignation of Mr. Nicholas Bratt.
--------------------------------------
The Reporting Persons are also concerned about the resignation
of Mr. Nicholas Bratt as President of the Fund and Director of
Deutsche Investment, announced in August 26, 2003.
The Reporting Persons believe that the Board failed in its
obligation to keep shareholders informed of significant events
that occur within the Fund, specially regarding senior
management.
THE REPORTING PERSONS ALSO BELIEVE THAT THE BOARD SHOULD HAVE
PROVIDED SHAREHOLDERS NOT ONLY WITH THE REASONS FOR MR. BRATT'S
RESIGNATION BUT ALSO WITH THE POSSIBLE EFFECTS ON THE
FUND--SPECIFICALLY WITH RESPECT TO ANY POSSIBLE CHANGES TO THE
COMMITMENT ANNOUNCED BY MR. BRATT IN APRIL 25, 2003.
In conclusion, the Reporting Persons take corporate matters
very seriously and attempt to set a higher standard of practice
for Boards of Directors in the closed-end fund industry to
better attain the best interest of fund shareholders.
The failure of the Board to respond appropriately to
shareholders' concerns regarding the discount problem,
presumably using regulatory limitations as a way to maintain
the Fund's size, is disappointing.
Possible Actions
----------------
The Board should, openly and publicly, commit to the
shareholders to address the substantial and persistent discount
to NAV and to enhance shareholder value through whatever means
necessary, with no prejudice for or against any option (e.g.,
open-ending, liquidation, conversion to interval status,
conversion to an index-based exchange-traded fund (or, if
permissible, an actively managed ETF), termination of the
investment management agreement, etc.). The Reporting Persons
request a written response to this filing, in any event no
later than March 20, 2004, prior to our deciding the next
course of action.
The Reporting Persons would consider supporting shareholder
proposals aimed at addressing, in a more meaningful manner, the
Fund's discount to NAV and enhancing shareholder value, as well
as a Board that is fully committed to openly serving the best
interests of the Fund's shareholders. Such proposals might
include, but are not necessarily limited to, an opposing slate
of directors who would be committed to addressing the discount
to NAV and any of the actions described above or other actions
=================== =============
CUSIP NO. 500634100 13D PAGE 11 of 15
=================== =============
intended to terminate the Fund's investment advisory agreement
with Deutsche Investment. The Reporting Persons also may
consider submitting nominees for election as directors or a
stockholder proposal for consideration at the next meeting of
shareholders of the Fund.
In addition to the foregoing, the Reporting Persons may
consider the feasibility and advisability of various
alternative courses of action with respect to their investments
in the Fund, and the Reporting Persons reserve the right,
subject to applicable law, (i) to hold their Shares as passive
investors or as active investors (whether or not as members of
a "group" with other beneficial owners of Shares or otherwise),
(ii) to acquire beneficial ownership of additional Shares in
the open market, in privately negotiated transactions or
otherwise, (iii) to dispose of all or part of their holdings of
Shares, (iv) to take other actions which could involve one or
more of the types of transactions or have one or more of the
results described in Item 4 of this Schedule 13D, or (v) to
change their intentions with respect to any or all of the
matters referred to in this Item 4. The Reporting Persons'
decisions and actions with respect to such possibilities will
depend upon a number of factors, including, but not limited to,
the actions of the Fund, market activity in the Shares, an
evaluation of the Fund and its prospects, general market and
economic conditions, conditions specifically affecting the
Reporting Persons and other factors which the Reporting Persons
may deem relevant to their investment decisions.
Except as set forth herein, no contract, arrangement,
relationship or understanding (either oral or written) exists
among the Reporting Persons as to the acquisition, disposition,
voting or holding of Shares. Except as set forth herein, no
Reporting Person has any present plan or proposal that would
result in or relate to any of the transactions required to be
described in Item 4 of Schedule 13D.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
--------------------------------------
(a) and (b). As of August 13, 2003, EWF, GEM, IEM, GFM, FREE,
the Accounts and Global owned directly 142,030, 1,114,131,
1,307,324, 127,938, 179,128, 557,977 and 27,400 Shares,
respectively, representing approximately 0.29%, 2.24%, 2.63%,
0.26%, 0.36%, 1.12% and 0.06%, respectively, of the 49.7
million Shares outstanding as of January 20, 2004, as reported
in the Fund's Form SC TO-I filed with the Securities and
Exchange Commission on January 23, 2004.
As of February 12, 2004, CLIG, through its control of CLIM, had
sole voting and dispositive power with respect to all 3,455,928
Shares owned directly by the City of London Funds and the
Accounts, representing approximately 6.95% of the 49.7 million
Shares outstanding as of January 20, 2004, as reported in the
Fund's Form SC TO-I filed with the Securities and Exchange
Commission on January 23, 2004.
As of February 12, 2004, CLIM, in its capacity as investment
adviser to the City of London Funds, had sole voting and
dispositive power with respect to all 3,428,528 Shares owned
directly by the City of London Funds and the Accounts,
=================== =============
CUSIP NO. 500634100 13D PAGE 12 of 15
=================== =============
representing approximately 6.9% of the 49.7 million Shares
outstanding as of January 20, 2004, as reported in the Fund's
Form SC TO-I filed with the Securities and Exchange Commission
on January 23, 2004.
(c). Information with respect to all transactions in the Shares
beneficially owned by the Reporting Persons that were effected
during the past 60 days is set forth in Annex B to this
Schedule 13D.
(d). None
(e). Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
-------------------------------------------------------------
RESPECT TO SECURITIES OF THE ISSUER.
------------------------------------
Except as set forth in Item 4 of this Schedule 13D, none of the
Reporting Persons has any contract, arrangement, understanding
or relationship (legal or otherwise) with any person with
respect to any securities of the Fund including, but not
limited to, any contract, arrangement, understanding or
relationship concerning the transfer or the voting of any
securities of the Fund, joint ventures, loan or option
arrangements, puts or calls, guaranties of profits, division of
profits or losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
---------------------------------
None
=================== =============
CUSIP NO. 500634100 13D PAGE 13 of 15
=================== =============
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: February 17, 2004
CITY OF LONDON INVESTMENT
GROUP PLC
/s/ Barry M. Olliff
-------------------------------
Name: Barry M. Olliff
Title: Director
CITY OF LONDON INVESTMENT
MANAGEMENT COMPANY LIMITED
/s/ Barry M. Olliff
-------------------------------
Name: Barry M. Olliff
Title: Director
=================== =============
CUSIP NO. 500634100 13D PAGE 14 of 15
=================== =============
ANNEX A
-------
DIRECTORS AND EXECUTIVE OFFICERS
The names of the directors and executive officers of CLIG 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 or executive
officer is c/o City of London Investment Group PLC, 10 Eastcheap, London EC3M
ILX, England.
Andrew Davison Chairman
Barry Olliff Chief Executive Officer
Douglas Allison Finance Director
Peter O'Sullivan Compliance Director
Omar Ashur Non-Executive Director
George Robb Non-Executive Director
The names of the directors and executive officers of CLIM 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 or executive
officer is c/o City of London Investment Management Limited, 10 Eastcheap,
London EC3M ILX, England.
Barry Olliff Chief Investment Officer
Douglas Allison Finance Director
Peter O'Sullivan Compliance Director
Clayton Gillece Director
Michael Russell Director
Thomas Griffith Director
Carlos Yuste Director
Christopher Weaver Director
=================== =============
CUSIP NO. 500634100 13D PAGE 15 of 15
=================== =============
ANNEX B
-------
INFORMATION WITH RESPECT TO TRANSACTIONS
IN THE FUND'S COMMON STOCK
DURING THE PAST SIXTY DAYS
Number of
Shares of Common City of London
Stock Purchased/(Sold) Fund which Price Per Share
Date (1) Purchased/(Sold)(1) (US$)
-------- --------------- --------------- -------------
2/9/04 1,200 GEM 20.62
2/6/04 140,000 Accounts 20.0286
2/4/04 (35,000) EWF 19.58
2/4/04 35,000 Accounts 19.58
2/2/04 382,977 Accounts 20.075
2/2/04 (382,977) GEM 20.075
1/30/04 (5,000) EWF 19.95
1/30/04 (5,000) GFM 19.95
1/29/04 (2,000) Global 19.87
1/29/04 (7,900) EWF 19.88
1/28/04 (20,000) EWF 20.1569
1/28/04 (600) Global 20.15
1/26/04 (10,300) IEM 20.2506
1/23/04 (1,500) Global 20.1
1/23/04 (22,200) IEM 20.0343
1/22/04 (1,300) Global 19.9838
1/22/04 (2,880) EWF 20.0
1/22/04 (6,720) IEM 20.0
1/21/04 (51,800) IEM 20.0387
1/21/04 (22,200) EWF 20.0387
1/12/04 (10,100) IEM 19.9057
12/30/03 22,700 FREE 17,9972
12/16/03 (15,000) Global 17.5033
12/15/03 25,000 IEM 17.56
12/15/03 (6,300) Global 17.607
(1) All purchases/sales were effected through open market or privately
negotiated transactions.