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. 6)
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)
March 20, 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 7 Pages
SCHEDULE 13D
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CUSIP No. 88018T101 Page 2 of 7 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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2. (a) [ ]
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 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 8. SHARED VOTING POWER
EACH ----
REPORTING -----------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH
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 7 Pages
SCHEDULE 13D
Templeton Dragon Fund, Inc.
Item 1. Security and Issuer.
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.
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 yesterday entered into an agreement with the Fund contemplating,
among other things, the conduct by the Fund of one or more tender offers and the
tender by Harvard of all of its Fund shares into any such tender offer; the
dismissal of litigation claims between Harvard and the Fund; and the withdrawal
of Harvard's shareholder proposals for the Fund's upcoming annual meeting.
Harvard simultaneously entered into agreements with Templeton China World Fund,
Inc. ("China World") and Templeton Asset Management Ltd. ("TAML"), co-parties
with the Fund in the litigation, settling the litigation claims between Harvard
and each of them. Harvard, the Fund, China World and TAML jointly issued the
press release set forth in Exhibit B describing the settlements. The description
of the settlement agreements in this Item 4 is qualified in its entirety by
reference to the full text of the agreements attached hereto as Exhibits C, D
and E.
This Schedule 13D filing is occasioned by Harvard's entry into the
settlement agreements and the issuance of the 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.
Page 3 of 7 Pages
Except as contemplated by the settlement agreements referred to above,
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.
Item 5. Interest in Securities of the Fund.
(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 Respect to
the Securities of the Fund.
The settlement agreement referred to in Item 4 above between Harvard and
the Fund contemplates, among other things, that Harvard: (i) will vote its
shares of the Fund in favor of election of directors nominated by the Fund at
the Fund's 2003 annual meeting, (ii) will tender all of its shares in the Fund
into any tender offer conducted by the Fund under the agreement, (iii) generally
will not transfer shares of the Fund to any person if, as a result, the person
would own more than five percent (5%) of the Fund's outstanding shares, (iv)
will not acquire shares of the Fund in the future and (vi) for a period of four
years, will abide by various standstill provisions with respect to the Fund,
including, among other things, refraining from making shareholder proposals,
soliciting proxies or seeking to control, change or influence management or
policies of the Fund. The description of the settlement agreement in this Item 6
is qualified in its entirety by reference to the full text of the agreement
attached hereto as Exhibit D.
Item 7. Material to be Filed as Exhibits.
Exhibit A -- Information concerning the President, Fellows and executive
officers of Harvard.
Exhibit B -- Press release.
Exhibit C -- Settlement Agreement dated as of May 20, 2003 by and among
Harvard, Harvard Management Company, Inc., Steven Alperin and
Templeton China World Fund, Inc.
Exhibit D -- Settlement Agreement dated as of May 20, 2003 by and among
Harvard, Harvard Management Company, Inc., Steven Alperin and
Templeton Dragon Fund, Inc.
Exhibit E -- Settlement Agreement dated as of May 20, 2003 by and among
Harvard, Harvard Management Company, Inc., Steven Alperin and
Templeton Asset Management Ltd.
Page 4 of 7 Pages
Signature
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: March 21, 2003
PRESIDENT AND FELLOWS OF HARVARD COLLEGE
By: /s/ Michael S. Pradko
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Name: Michael S. Pradko
Title: Authorized Signatory
EXHIBIT INDEX
Exhibit
Number Description
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A Information Concerning the President, Fellows and executive
officers of Harvard
B Press release
C Settlement Agreement dated as of May 20, 2003 by and among
Harvard, Harvard Management Company, Inc., Steven Alperin and
Templeton China World Fund, Inc.
D Settlement Agreement dated as of May 20, 2003 by and among
Harvard, Harvard Management Company, Inc., Steven Alperin and
Templeton Dragon Fund, Inc.
E Settlement Agreement dated as of May 20, 2003 by and among
Harvard, Harvard Management Company, Inc., Steven Alperin and
Templeton Asset Management Ltd.
Page 6 of 7 Pages
EXHIBIT A
Directors and Executive Officers
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
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 7 Pages