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. 3)
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)
December 13, 2002
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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 12 Pages
SCHEDULE 13D
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CUSIP No. 88018T101 Page 2 of 12 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 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 12 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.
--------------------------------------------------
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 sent to the Fund the open letter to the independent
Directors of Templeton China World Fund, Inc. and Templeton Dragon Fund, Inc.
attached hereto as Exhibit B. This Schedule 13D filing is occasioned by the
sending of such letter.
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, 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, including
without limitation the solicitation of proxies in opposition to management
proposals to shareholders, the nomination of candidates to serve as Directors of
the Fund, and any other steps Harvard might at the time believe may enhance
shareholder value. Harvard would also likely support Board and
Page 3 of 12 Pages
management proposals that would have the effect of enhancing shareholder value
if the Board of Directors and management were to show a commitment to adoption
of the proposals.
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
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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.
---------------------------------
Exhibit A -- Information concerning the President, Fellows and
executive officers of Harvard.
Exhibit B -- Open letter to the independent Directors of Templeton
China World Fund, Inc. and Templeton Dragon Fund, Inc.
Page 4 of 12 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: December 13, 2002
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 12 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 Open letter to the independent Directors of 8
Templeton China World Fund, Inc. and
Templeton Dragon Fund, Inc.
Page 6 of 12 Pages