SC TO-I/A 1 0001.txt AMENDMENT NO. 1 TO SCHEDULE TO-I As filed with the Securities and Exchange Commission on October 23, 2000 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- Schedule TO/A Tender Offer Statement under Section 14(d)(1) or 13(e)(4) of the Securities Exchange Act of 1934 Amendment No. 1 The Italy Fund Inc. (Name of Subject Company (issuer)) The Italy Fund Inc. (Names of Filing Persons (offerer and issuer)) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 465395101 (CUSIP Number of Class of Securities) Christina T. Sydor, Esq. Secretary The Italy Fund Inc. 388 Greenwich Street New York, New York 10013 (212) 816-6474 (Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons) With a copy to: Burton M. Leibert, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019-6099 Calculation of Filing Fee ================================================================================ Transaction Valuation Amount of Filing Fee -------------------------------------------------------------------------------- $40,660,156(a) $8,132(b) ================================================================================ (a) Calculated as the aggregate maximum purchase price to be paid for 2,012,879 shares in the offer, based upon a price per share of $20.20, which represents 98% of the net asset value per share at July 31, 2000. (b) Calculated as 1/50th of 1% of the Transaction Valuation. [x] Check the box if any part of the fee is offset as provided by Rule O- 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. Amount Previously Paid: $8,132 Form or Registration No. Schedule TO Filing Party: The Italy Fund Inc. Date Filed: August 7, 20000 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] ================================================================================ -2- Introductory Statement This Amendment No. 1 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO (as amended and supplemented, the "Schedule TO") filed with the Securities and Exchange Commission (the "Commission") by The Italy Fund Inc., a Maryland corporation (the "Fund"), on August 7, 2000 (the "Schedule TO"), relating to the offer by the Fund to purchase for cash up to 2,012,879 of the Fund's issued and outstanding shares of Common Stock, par value $0.01 per share, upon the terms and subject to the conditions contained in the Offer to Purchase dated August 7, 2000 and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer") and are filed as exhibits to the Schedule TO. The Schedule TO is hereby amended and supplemented by adding the following: 6,603,944 shares of the Fund's Common Stock were tendered in the Tender Offer, prior to the expiration of the Tender Offer at 5:00 p.m., New York City time, on September 5, 2000. The Fund accepted 2,012,879 shares of Common Stock for payment at a price of $20.03 per share. On a pro-rated basis, 30.5% of the shares of Common Stock tendered by each tendering stockholder were accepted for payment. Reference is hereby made to the press release issued by The Italy Fund on September 11, 2000, a copy of which is attached hereto as Exhibit (a)(9) and is incorporated herein by reference. Item 12. Exhibits. Exhibit (a)(9) Text of Press Release issued by The Italy Fund Inc. on September 11, 2000 Item 13. Information Required by Schedule 13E-3. Not applicable. -3- 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. THE ITALY FUND INC. By: /s/ Heath B. McLendon ------------------------------ Name: Heath B. McLendon Title: Chairman of the Board of Directors Dated: October 23, 2000 -4- EXHIBIT INDEX The following item is hereby added to the Exhibit Index: Exhibit No. Exhibit Description ----------- ------------------- Exhibit (a)(9) Text of Press Release issued by The Italy Fund Inc. on September 11, 2000. -5-