As
filed with the Securities and Exchange Commission on November 3, 2006.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT
OF 1934
(Amendment
No. 2)
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)
Copy to:
William D. Regner, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000
CALCULATION OF FILING FEE
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Transaction Valuation |
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Amount of Filing Fee |
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$98,724,060.82 (a)
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$10,563.47 (b) |
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Estimated for purposes of calculating the amount of the filing fee only. Calculated as the
aggregate market value for 2,696,734 shares in the offer, based on the average of the high and
low prices on September 26, 2006 of $36.609 as reported on the New York Stock Exchange. |
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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 Rate Advisory #5 for Fiscal Year 2006,
effective November 27, 2005. |
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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. |
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Amount Previously Paid: Not applicable
Form or Registration No.: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable |
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Check box if the filing relates solely to preliminary communications
made before the commencement of a tender offer. |
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Check the appropriate boxes to designate any transactions to which this statement relates: |
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o third party tender offer subject to Rule 14d-1 |
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þ issuer tender offer subject to Rule 13e-4 |
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o going-private transaction subject to Rule 13e-3 |
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o amendment to Schedule 13D under Rule 13d-2 |
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Check the following box if the filing is a final amendment reporting the results of the tender
offer. þ |
TABLE OF CONTENTS
This Amendment No. 2 to the Issuer Tender Offer Statement on Schedule TO filed with the Securities
and Exchange Commission on September 29, 2006 by The Korea Fund, Inc., a Maryland corporation (the
“Fund”), relating to an offer to repurchase up to 2,696,734 shares of its issued and outstanding
common stock, par value $0.01 per share, in exchange for portfolio securities of the Fund, amends
such Issuer Tender Offer Statement on Schedule TO to add an additional exhibit in accordance with
Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended.
Item 12. Exhibits
The following material is hereby filed as an additional exhibit to the Fund’s Schedule TO:
(a)(5)(iii)
Press release issued on November 3, 2006.
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.
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THE KOREA FUND, INC. |
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By: |
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/s/ John Millette |
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Name:
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John Millette
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Title:
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Secretary |
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Dated:
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November 3, 2006 |
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