SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5)
Templeton Dragon Fund, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
88018T101
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(CUSIP Number)
COPY TO:
Michael Pradko Timothy W. Diggins, Esq.
Harvard Management Company, Inc. Ropes & Gray
600 Atlantic Avenue One International Place
Boston, MA 02210 Boston, MA 02110
(617) 523-4400 (617) 951-7389
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 30, 2003
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(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), 13d-1(f) or 13d-1(g), check the following
box: |X|.
Page 1 of 8 Pages
SCHEDULE 13D
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CUSIP No. 88018T101 Page 2 of 8 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
President and Fellows of Harvard College
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(a) [_]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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7. SOLE VOTING POWER
NUMBER OF 6,216,250
SHARES
BENEFICIALLY ----------------------------------------------------
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING ----
PERSON
WITH ----------------------------------------------------
9. SOLE DISPOSITIVE POWER
6,216,250
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10. SHARED DISPOSITIVE POWER
----
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,216,250
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [_]
CERTAIN SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.0%
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14. TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 8 Pages
SCHEDULE 13D
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Templeton Dragon Fund, Inc.
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Item 1. Security and Issuer.
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This statement relates to the shares of common stock, $0.01 par
value (the "Common Stock"), of Templeton Dragon Fund, Inc. (the "Fund" or
"Issuer"), which has its principal executive offices at 700 Central
Avenue, St. Petersburg, FL 33701.
Item 2. Identity and Background.
-----------------------
This statement is filed by President and Fellows of Harvard
College ("Harvard"), a Massachusetts educational corporation. The
principal executive offices of Harvard are located at c/o Harvard
Management Company, 600 Atlantic Avenue, Boston, Massachusetts 02210.
Harvard's investment activities are carried on from the offices of Harvard
Management Company at 600 Atlantic Avenue, Boston, Massachusetts 02210.
Information relating to each of the President, Fellows and
executive officers of Harvard is contained in Exhibit A attached hereto
and incorporated herein by reference. Each of the President, Fellows and
executive officers of Harvard is a citizen of the United States of
America.
None of Harvard or, to the best of Harvard's knowledge or 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). Neither Harvard, nor to the best of Harvard'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.
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Beneficial ownership of the Common Stock of the Fund to which this
statement relates was acquired by Harvard with Harvard's general funds.
Item 4. Purpose of Transaction.
----------------------
Harvard has today issued the press release set forth in Exhibit B.
This Schedule 13D filing is occasioned by the issuing of such press
release.
The securities of the Fund acquired and held by Harvard were
acquired in the ordinary course of business and were not acquired for the
purpose of or, except as described herein or in previous filings by
Harvard on Schedule 13D, with the effect of changing or influencing the
control of the Fund.
Except as described above or in previous filings by Harvard on
Schedule 13D, Harvard does not have any plans or proposals which relate to
or would result in any of the actions set forth in parts (a) through (j)
of Item 4. Harvard reserves the right to make any such plans or proposals
in the future or to take any other steps to enhance the value of its
investment.
Page 3 of 8 Pages
Item 5. Interest in Securities of the Fund.
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(a), (b) Harvard is the beneficial owner of 6,216,250 shares of
Common Stock (approximately 14.0% of the shares of Common Stock).
Harvard has sole power to vote and sole power to dispose of such
shares to which this Statement relates.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to the Securities of the Fund.
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Not applicable.
Item 7. Material to be Filed as Exhibits.
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Exhibit A -- Information concerning the President, Fellows and executive
officers of Harvard.
Exhibit B -- Press release issued by Harvard.
Page 4 of 8 Pages
Signature
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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: January 30, 2003
PRESIDENT AND FELLOWS OF HARVARD COLLEGE
By: /s/ Michael S. Pradko
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Name: Michael S. Pradko
Title: Authorized Signatory
Page 5 of 8 Pages
EXHIBIT INDEX
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Page Number In
Exhibit Sequentially
Number Description Numbered Copy
------ ----------- -------------
A Information Concerning the President, 7
Fellows and executive officers of Harvard
B Press release issued by Harvard 8
Page 6 of 8 Pages
EXHIBIT A
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Directors and Executive Officers
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The names of the President, Fellows and Executive Officers of Harvard 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 Harvard Management Company, Inc., 600
Atlantic Avenue, Boston, Massachusetts 02210.
President, Fellows and Executive Officers of Harvard College
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Name Office/Position
---- ---------------
Lawrence H. Summers President
D. Ronald Daniel Treasurer
Mark Goodheart Secretary
Hanna H. Gray Fellow
Conrad K. Harper Fellow
James R. Houghton Fellow
Robert E. Rubin Fellow
Robert D. Reischauer Fellow
Page 7 of 8 Pages
Exhibit B
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HARVARD MANAGEMENT RESPONDS TO TEMPLETON'S BASELESS LITIGATION
Boston - January 30, 2003. Harvard Management Company, Inc., through its
spokesperson, today released the following statement regarding the litigation
commenced against President and Fellows of Harvard College, Harvard Management
Company, Inc., and Mr. Steven Alperin by Templeton China World Fund, Inc. (NYSE:
TCH), Templeton Dragon Fund, Inc., and Templeton Asset Management Ltd.:
"The allegations in the litigation are baseless. We have acted in accordance
with applicable law. The litigation is a desperate act by Templeton and the
Funds' Boards of Directors to divert attention from the important issues Harvard
has raised regarding the management of Templeton China World Fund and Templeton
Dragon Fund.
"We would note that Templeton, a purported advocate of shareholder rights, is
apparently unable to accept for itself the same standards it expects of other
corporate managers. In particular, in its complaint, Templeton seeks to take
away a fundamental right that we have as a shareholder -- the ability to vote
our shares.
"Harvard is a long-term investor in both Funds. We have watched as Templeton and
the Funds' Boards of Directors have done remarkably little over the years to
enhance shareholder value by eliminating the Funds' discounts to net asset
value.
"Now, finally, the China Fund Board proposes open-ending that Fund. We believe
that is a bad idea. We have instead proposed that the Directors consider what we
see as a more measured and moderate step -- having the Fund adopt interval-fund
status, effectively limiting the amount of shareholder redemptions that will be
allowed in any period of time. That should allow the Fund to manage more
favorably the liquidation of the Fund's assets to meet redemptions. By contrast,
open-ending will likely result in the sale of the Fund's investments at reduced
prices to the detriment of all shareholders.
"Why are the Boards of these Funds wasting time and, we assume, shareholder
money suing a Fund shareholder for publicly expressing its views about the
Funds? What are Templeton and the Directors afraid of? We say, let the
shareholders vote. The China Fund Board has publicly announced that the Fund's
annual meeting is expected to be held on March 14. But they haven't filed -- let
alone mailed to shareholders -- any proxy materials or apparently taken any
other steps to ensure that shareholders will have the ability to express their
views at the meeting. We suspect the Board will now try to postpone the meeting
in order to delay a shareholder vote.
"If the China Fund Board is genuinely concerned with the welfare of
shareholders, it will spend its time and shareholder money holding the annual
meeting on time. If the Board wants to influence shareholders' views, it should
do so through the lawful proxy process -- not through litigious end-runs
designed to thwart shareholder democracy."
Harvard owns 4,934,600 shares, or approximately 30%, of the China Fund's common
stock.
ON JANUARY 16, 2003, HARVARD MAILED PROXY MATERIALS TO ALL SHAREHOLDERS OF THE
CHINA FUND. YOU MAY OBTAIN A FREE COPY OF THE PROXY STATEMENT AND OTHER PROXY
MATERIALS AT THE SEC'S WEBSITE (WWW.SEC.GOV) OR BY CONTACTING MACKENZIE
PARTNERS, INC. AT (800) 322-2885 (TOLL-FREE) OR (212) 929-5500 OR VIA E-MAIL AT
PROXY@MACKENZIEPARTNERS.COM.
Page 8 of 8 Pages