-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SdzAqcVOiRC1pkvu16drRUwZMt+EVB1fTOP7NLjqRnE3zV0u+8+SPFMu4Rg3j1wk RhLXnOIAqHAeUorGfKJrOA== 0000950130-01-502558.txt : 20010621 0000950130-01-502558.hdr.sgml : 20010621 ACCESSION NUMBER: 0000950130-01-502558 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20010620 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ITALY FUND INC CENTRAL INDEX KEY: 0000785855 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133346515 STATE OF INCORPORATION: MA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC TO-I SEC ACT: SEC FILE NUMBER: 005-37343 FILM NUMBER: 1664260 BUSINESS ADDRESS: STREET 1: TWO WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 6175731332 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ITALY FUND INC CENTRAL INDEX KEY: 0000785855 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133346515 STATE OF INCORPORATION: MA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC TO-I BUSINESS ADDRESS: STREET 1: TWO WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 6175731332 SC TO-I 1 dsctoi.txt SCHEDULE TO-I As filed with the Securities and Exchange Commission on June 20, 2001 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------- The Italy Fund Inc. (Name of Subject Company (issuer)) ----------------- The Italy Fund Inc. Common Stock, Par Value $.01 Per Share 465395101 (Names of Filing Persons (Title of Class of Securities) (CUSIP Number of (offerer and issuer)) Class of Securities)
----------------- Christina T. Sydor Secretary The Italy Fund Inc. 7 World Trade Center New York, New York 10048 (212) 783-0693 (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 - ------------------------------------------- $14,430,809(a) $2,886.16(b) - ------------------------------------------- - -------------------------------------------------------------------------------- (a) Calculated as the aggregate maximum purchase price to be paid for 1,691,573 shares in the offer, based upon a price per share of $8.53, which represents 95% of the net asset value per share at June 13, 2001. (b) Calculated as 1/50th of 1% of the Transaction Valuation. [_] 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: Form or Registration No. Filing Party: Date Filed: [_] 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: [_] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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: June 20, 2001 Introductory Statement This Tender Offer Statement on Schedule TO relates to an offer by The Italy Fund Inc., a Maryland corporation (the "Fund"), to purchase for cash up to 1,691,573 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 June 20, 2001 and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer") and are filed as exhibits to this Schedule TO. The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in answer to the items required to be disclosed in this Schedule TO. Item 12. Exhibits. (a)(1) Offer to Purchase, dated June 20, 2001. (a)(2) Form of Letter of Transmittal. (a)(3) Form of Notice of Guaranteed Delivery. (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5) Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(6) Text of press release issued by the Fund dated May 10, 2001. (a)(7) Text of press release issued by the Fund dated June 20, 2001 (a)(8) Text of letter to shareholders of the Fund dated June 20, 2001, from Heath B. McLendon, Chairman of the Board and Chief Executive Officer. (a)(9) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (b)--(h) Not applicable.
Item 13. Information Required by Schedule 13E-3. Not applicable. 1 EX-99.(A)(1) 2 dex99a1.txt OFFER TO PURCHASE, DATED 9/19/2001 EXHIBIT (A)(1) THE ITALY FUND INC. OFFER TO PURCHASE FOR CASH UP TO 1,691,573 OF ITS ISSUED AND OUTSTANDING SHARES AT 95% OF NET ASSET VALUE PER SHARE THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT EASTERN TIME ON JULY 19, 2001, UNLESS THE OFFER IS EXTENDED. To the Shareholders of The Italy Fund Inc.: The Italy Fund Inc., a non-diversified, closed-end management investment company incorporated in Maryland (the "Fund"), is offering to purchase up to 1,691,573 of its issued and outstanding shares of Common Stock, par value $0.01 per share (the "Shares"). The offer is for cash at a price equal to 95% of the net asset value ("NAV") per Share determined as of the close of the regular trading session of the New York Stock Exchange, the principal market in which the Shares are traded (the "NYSE"), on July 20, 2001 (or, if the offer is extended, on the next business day after the day to which the offer is extended, and is upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (which together with any amendments or supplements thereto collectively constitute the "Offer"). The Offer will expire at 12:00 Midnight Eastern Time on July 19, 2001, unless extended. The Shares are traded on the NYSE under the symbol "ITA". The NAV as of the close of the regular trading session of the NYSE on June 13, 2001 was $8.98 per Share. During the pendency of the Offer, current NAV quotations can be obtained from Georgeson Shareholder Communications Inc. (the "Information Agent"), by calling (800) 223-2064 between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time, Monday through Friday (except holidays). Tendering shareholders will not be obliged to pay brokerage fees or commissions or, except as set forth in Instruction 7 of the Letter of Transmittal, stock transfer taxes on the purchase of Shares by the Fund pursuant to the Offer. The Fund will pay all charges and expenses of the Information Agent and PFPC, Inc. (the "Depositary"). The Fund has mailed materials to shareholders on or about June 20, 2001, for the Offer. This Offer is subject to certain conditions. See Section 3. Important Information Shareholders who desire to tender their Shares should either: (1) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the Shares (in proper certificated or uncertificated form) and any other documents required by the Letter of Transmittal; or (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders who desire to tender Shares registered in the name of such a firm must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender of Shares, but they may be charged a fee by such a firm for processing the tender(s). The Fund reserves the absolute right to reject tenders determined not to be in appropriate form. If you do not wish to tender your Shares, you need not take any action. Neither the Fund nor its Board of Directors nor Smith Barney Fund Management LLC, (formerly SSB Citi Fund Management LLC), the Fund's investment manager ("SBFM"), makes any recommendation to any shareholder as to whether to tender or refrain from tendering shares. No person has been authorized to make any recommendation on behalf of the Fund, its Board of Directors or SBFM as to whether shareholders should tender or refrain from tendering shares pursuant to the Offer or to make any representation or to give any information in connection with the offer other than as contained herein or in the Letter of Transmittal. If made or given, any such recommendation, representation or information must not be relied upon as having been authorized by the Fund, its Board of Directors or SBFM. Shareholders are urged to evaluate carefully all information in the Offer, consult their own investment and tax advisers and make their own decisions whether to tender or refrain from tendering their shares. PFPC, Inc. DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT BY FIRST CLASS MAIL: COURIER: BY HAND: PFPC, Inc. PFPC, Inc. Securities Transfer & Reporting c/o EquiServe Trust Company, N.A. c/o EquiServe Trust Company, N.A. Services, Inc. Attn: Corporate Actions Attn: Corporate Actions c/o EquiServe Trust Company, N.A. P.O. Box 43025 40 Campanelli Drive 100 William Street Providence, RI 02940-3025 Braintree, MA 02184 New York, NY 10038
GEORGESON SHAREHOLDER COMMUNICATIONS INC. INFORMATION AGENT 17 State Street, 10th Floor New York, New York 10004 Banks and Brokers Call Collect: (212) 440-9800 All Others Call Toll Free: (800) 223-2064 TABLE OF CONTENTS
Page -- SUMMARY TERM SHEET................................................................ 1 1. Price; Number of Shares....................................................... 4 2. Purpose of the Offer, Plans or Proposal of the Fund........................... 4 3. Certain Conditions of the Offer............................................... 5 4. Procedures for Tendering Shares............................................... 5 a. Proper Tender of Shares................................................. 5 b. Signature Guarantees and Method of Delivery............................. 6 c. Book-Entry Delivery..................................................... 7 d. Guaranteed Delivery..................................................... 7 e. Determinations of Validity.............................................. 8 f. United States Federal Income Tax Withholding............................ 8 5. Withdrawal Rights............................................................. 8 6. Payment for Shares............................................................ 9 7. Source and Amount of Funds.................................................... 10 8. Price Range of Shares; Dividends/Distributions................................ 10 9. Selected Financial Information................................................ 11 10. Interest of Directors, Executive Officers and Certain Related Persons......... 13 11. Certain Information about the Fund............................................ 13 12. Additional Information........................................................ 14 13. Certain United States Federal Income Tax Consequences......................... 14 14. Amendments; Extension of Tender Period; Termination........................... 15 15. Miscellaneous................................................................. 16
(i) SUMMARY TERM SHEET (Section references are to the Offer to Purchase) This Summary Term Sheet highlights certain information concerning this tender offer. To understand the offer fully and for a more complete discussion of the terms and conditions of the offer, you should read carefully the entire Offer to Purchase and the related Letter of Transmittal. What is the tender offer? . The Italy Fund Inc. (the "Fund") is offering to purchase up to 1,691,573 of its shares of Common Stock for cash at a price per share equal to 95% of the per share net asset value as of the close of regular trading session of the NYSE on July 20, 2001 (or, if the offer is extended, on the next business day after the day to which the offer is extended) upon specified terms and subject to conditions as set forth in the tender offer documents. Why is the Fund making this tender offer? . In May 2001, the Board of Directors of the Fund, in recognition of the fact that the Fund's shares have traded at a discount to their net asset value and on the recommendation of Smith Barney Fund Management, its investment adviser, determined that it was in the best interests of the Fund to initiate this tender offer. After the completion of the tender offer, the Board will continue to monitor the discount and will take actions it deems to be necessary. When will the tender offer expire, and may the offer be extended? . The tender offer will expire at 12:00 Midnight Eastern Time on July 19, 2001, unless extended. The Fund may extend the period of time the offer will be open by issuing a press release or making some other public announcement by no later than the next business day after the offer otherwise would have expired. See Section 14. What is the net asset value per Fund share as of a recent date? . As of June 13, 2001, the net asset value per share was $8.98. See Section 8 of the Offer to Purchase for details. During the pendency of the tender offer, current net asset value quotations can be obtained from Georgeson Shareholder Communications Inc. by calling (800) 223-2064 between 9:00 a.m. and 5:00 p.m. Eastern Time, Monday through Friday (except holidays). Will the net asset value be higher or lower on the date that the price to be paid for tendered shares is to be determined? . No one can accurately predict the net asset value at a future date. How do I tender my shares? . If your shares are registered in your name, you should obtain the tender offer materials, including the Offer to Purchase and the related Letter of Transmittal, read them, and if you should decide to tender, complete a Letter of Transmittal and submit any other documents required by the Letter of Transmittal. These materials must be received by PFPC, Inc., the Depositary, in proper form before 12:00 Midnight Eastern Time on July 19, 2001 (unless the tender offer is extended by the Fund in which case the new deadline will be as stated in the public announcement of the extension). If your shares are held by a broker, dealer, commercial bank, trust company or other nominee (e.g., in "street name"), you should contact that firm to obtain the package of information necessary to make your decision, and you can only tender your shares by directing that firm to complete, compile and deliver the necessary documents for submission to the Depositary by July 19, 2001 (or if the offer is extended, the expiration date as extended). See Section 4. May I withdraw my shares after I have tendered them and, if so, by when? . Yes, you may withdraw your shares at any time prior to 12:00 Midnight Eastern Time on July 19, 2001 (or if the offer is extended, at any time prior to 12:00 Midnight Eastern Time on the new expiration date). Withdrawn shares may be re-tendered by following the tender procedures before the offer expires (including any extension period). In addition, if shares tendered have not by then been accepted for payment, you may withdraw your tendered shares at any time after August 16, 2001. See Section 5. How do I withdraw tendered shares? . A notice of withdrawal of tendered shares must be timely received by PFPC, Inc. which specifies the name of the shareholder who tendered the shares, the number of shares being withdrawn (which must be all of the shares tendered) and, as regards share certificates which represent tendered shares that have been delivered or otherwise identified to PFPC, Inc. the name of the registered owner of such shares if different than the person who tendered the shares. See Section 5. May I place any conditions on my tender of shares? . No. What if more than 1,691,573 shares are tendered (and not timely withdrawn)? . The Fund will purchase duly tendered shares from tendering shareholders pursuant to the terms and conditions of the tender offer on a pro rata basis (disregarding fractions) in accordance with the number of shares tendered by each shareholder (and not timely withdrawn), unless the Fund determines not to purchase any shares. Does the Fund have the financial resources to make payment? . Yes. Although permitted to do so, the Fund does not expect to borrow money to finance the purchase of any tendered shares. See Section 7. If shares I tender are accepted by the Fund, when will payment be made? . It is contemplated, subject to change, that payment for tendered shares, if accepted, will be made as soon as possible after July 25, 2001. See Section 6. Is my sale of shares in the tender offer a taxable transaction? . A sale of shares in the tender offer will be a taxable transaction for all U.S. shareholders (other than those who are tax-exempt). See Section 13 for details, including the nature of the income or loss and the differing rules for U.S. and non-U.S. shareholders. Please consult your tax advisor as well. Is the Fund required to complete the tender offer and purchase all shares tendered up to the number of shares tendered for? . Yes, unless certain conditions described in Section 3 are not satisfied. Is there any reason shares tendered would not be accepted? . In addition to those circumstances described in Section 3 in which the Fund is not required to accept tendered shares, the Fund has reserved the right to reject any and all tenders determined by it not to be in appropriate form. Tenders will be rejected if they do not include original signature(s) or the original of any required signature guarantee(s). 2 How will tendered shares be accepted for payment? . Properly tendered shares, up to the number tendered for, will be accepted for payment by a determination of the Fund's Board of Directors followed by notice of acceptance to PFPC, Inc. which is thereafter to make payment as directed by the Fund with funds to be deposited with it by the Fund. See Section 6. What action need I take if I decide not to tender my shares? . None. Does management encourage shareholders to participate in the tender offer, and will they participate in the tender offer? . No. Neither the Fund, its Board of Directors nor the Fund's investment adviser is making any recommendation to tender or not to tender shares in the tender offer. Phillip F. Goldstein and Glenn S. Goodstein, directors of the Fund, intend to tender all of the shares over which they have investment discretion. No other director or officer of the Fund intends to tender shares. See Section 10. How do I obtain information? . Questions, requests for assistance and requests for additional copies of the Offer to Purchase, the Letter of Transmittal and all other tender offer documents should be directed to Georgeson Shareholder Communications Inc., the Information Agent for the tender offer, toll free at (800) 233-2064. If you do not own shares directly, you should obtain this information and the documents from your broker, dealer, commercial bank, trust company or other nominee, as appropriate. How do I obtain information regarding the number of shares I hold? . Questions regarding the number of shares you hold should be directed to the Information Agent, toll free at (800) 233-2064. If you do not own shares directly, you should obtain this information from you broker, dealer, commercial bank, trust company or other nominee, as appropriate. 3 1. Price; Number of Shares. Upon the terms and subject to the conditions of the Offer, the Fund will accept for payment and purchase for cash up to 1,691,573 of its issued and outstanding Shares that are properly tendered prior to 12:00 Midnight Eastern Time on July 19, 2001 (and not withdrawn in accordance with Section 5). The Fund reserves the right to amend, extend or terminate the Offer. See Sections 3 and 14. The Fund will not be obligated to purchase Shares pursuant to the Offer under certain circumstances. See Section 3. The later of July 19, 2001 or the latest date to which the Offer is extended is hereinafter called the "Expiration Date." The purchase price of the Shares will be 95% of their NAV per Share determined as of the close of the regular trading session of the NYSE on the date after the Expiration Date. The Fund will not pay interest on the purchase price under any circumstances. The NAV as of the close of the regular trading session of the NYSE on June 13, 2001 was $8.98 per Share. During the pendency of the Offer, current NAV quotations can be obtained from the Information Agent by calling (800) 223-2064 between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time, Monday through Friday (except holidays). During the pendency of the Offer, shareholders can obtain information regarding the number of shares they hold from the Information Agent by calling (800) 223-2064 between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time, Monday through Friday (except holidays). Shareholders who do not own shares directly should obtain this information from their broker, dealer, commercial bank, trust company or other nominee, as appropriate. The Offer is being made to all shareholders and is not conditioned upon shareholders tendering in the aggregate any minimum number of Shares. If more than 1,691,573 Shares are duly tendered pursuant to the Offer (and not withdrawn as provided in Section 5), unless the Fund determines not to purchase any Shares, the Fund will purchase Shares from tendering shareholders, in accordance with the terms and conditions specified in the Offer, on a pro rata basis (disregarding fractions), in accordance with the number of Shares duly tendered by or on behalf of each shareholder (and not so withdrawn). The Fund does not contemplate extending the Offer and increasing the number of Shares covered thereby by reason of more than 1,691,573 Shares having been tendered. On June 13, 2001 there were 6,760,592 Shares issued and outstanding, and there were 490 holders of record of Shares. Certain of these holders of record were brokers, dealers, commercial banks, trust companies and other institutions that held Shares in nominee name on behalf of multiple beneficial owners. 2. Purpose of the Offer, Plans or Proposal of the Fund. The Board of Directors of the Fund (the "Board") at a meeting held on May 9, 2001 considered and approved the Offer. The Board has, over the years, discussed the significance of the existence of the discount to net asset value at which the Fund's shares have traded on the NYSE and the impact on shareholders of the discount. The Board has discussed and considered various alternative strategies to address the discount, including instituting share repurchases, combining with other funds, converting to an open-end format, or liquidating. The Board has, however, consistently concluded that it was in the best interests of the Fund and its shareholders to maintain the current closed-end format, because, in the view of the Board and of SBFM, the closed-end format is the most appropriate investment vehicle for participating in the Italian equities markets. In SBFM's view, many attractive equity investment opportunities in Italy have been and continue to be found in the small-capitalization and less liquid sectors of those markets. The Board believes that the long-term performance of the Fund supports this view. During the third quarter of 2000, following discussions by the Board of the discount to net asset value at which the Fund's shares have traded on the NYSE and the impact on shareholders of the discount, the Fund made a tender offer for up to 25% of its outstanding common stock at a price per share equal to 98% of the NAV. The alternatives available to the Fund, including the full range of alternatives that has been reviewed in the past discussions of the discount issue, were considered at the meeting of the Board held on May 9, 2001. After consideration of these alternatives, and a discussion of shareholder reaction to last year's tender offer, SBFM recommended, and the Board approved, making a tender offer for up to 25% of its common stock. 4 The Board believes that the Offer serves the best interests of the Fund and its shareholders. As it has done since the Fund's inception, the Board will continue to monitor the discount and will take actions it deems to be necessary. Except as set forth above, the Fund does not have any present plans or proposals and is not engaged in any negotiations that relate to or would result in (a) any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Fund or any of its subsidiaries; (b) other than in connection with transactions in the ordinary course of the Fund's operations and for purposes of funding the Offer, any purchase, sale or transfer of a material amount of assets of the Fund or any of its subsidiaries; (c) any material change in the Fund's present dividend policy, or indebtedness or capitalization of the Fund; (d) any change in the composition of the Board or management of the Fund, including, but not limited to, any plans or proposals to change the number or the term of members of the Board, to fill any existing vacancies on the Board or to change any material term of the employment contract of any executive officer; (e) any other material change in the Fund's corporate structure or business, including any plans or proposals to make any changes in the Fund's investment policy for which a vote would be required by Section 13 of the Investment Company Act of 1940, as amended (the "1940 Act"); (f) any class of equity securities of the Fund to be delisted from a national securities exchange or to cease to be authorized to be quoted in an automated quotations system operated by a national securities association; (g) any class of equity securities of the Fund becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (h) the suspension of the Fund's obligation to file reports pursuant to Section 15(d) of the Exchange Act; (i) the acquisition by any person of additional securities of the Fund, or the disposition of securities of the Fund; or (j) any changes in the Fund's charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of the Fund. Pursuant to new Rule 35d-1 under the 1940 Act, the Fund will be required to invest at least 80% of its assets in Italian securities by July 31, 2002. Currently the Fund invests, under normal circumstances, virtually all of its assets in Italian securities and has no current plans or proposals to make any changes to its investment policy. 3. Certain Conditions of the Offer. Notwithstanding any other provision of the Offer, the Fund will not purchase shares pursuant to the Offer if (a) the Fund would not be able to liquidate portfolio securities in an orderly manner and consistent with the Fund's investment objective and policies in order to purchase Shares tendered pursuant to the Offer; (b) there is any (i) material legal action or proceeding instituted or threatened which challenges, in the Board's judgment, the Offer or otherwise materially adversely affects the Fund, (ii) suspension of or limitation on prices for trading securities generally on the NYSE or any foreign exchange on which portfolio securities of the Fund are traded, (iii) declaration of a banking moratorium by Federal, state or foreign authorities or any suspension of payment by banks in the United States, New York State or in a foreign country which is material to the Fund, (iv) limitation which affects the Fund or the issuers of its portfolio securities imposed by Federal, state or foreign authorities on the extension of credit by lending institutions or on the exchange of foreign currencies, (v) commencement of war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any foreign country that is material to the Fund, or (vi) other event or condition which, in the Board's judgment, would have a material adverse effect on the Fund or its shareholders if Shares tendered pursuant to the Offer were purchased; or (c) the Board determines that effecting the transaction would constitute a breach of their fiduciary duty owed the Fund or its shareholders. The Board may modify these conditions in light of experience. The foregoing conditions are for the Fund's sole benefit and may be asserted by the Fund regardless of the circumstances giving rise to any such condition (including any action or inaction of the Fund), and any such condition may be waived by the Fund, in whole or in part, at any time and from time to time in its reasonable judgment. The Fund's failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts or circumstances; and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Fund concerning the events described in this Section 3 shall be final and binding. 5 The Fund reserves the right, at any time during the pendency of the Offer, to amend, extend or terminate the Offer in any respect. See Section 14. 4. Procedures for Tendering Shares. a. Proper Tender of Shares. For Shares to be properly tendered pursuant to the Offer, a shareholder must cause a properly completed and duly executed Letter of Transmittal bearing original signature(s) and the original of any required signature guarantee(s), and any other documents required by the Letter of Transmittal, to be received by the Depositary at the appropriate address set forth on the front cover of this Offer and must either cause certificates for tendered Shares to be received by the Depositary at such address or cause such Shares to be delivered pursuant to the procedures for book-entry delivery set forth below (and confirmation of receipt of such delivery to be received by the Depositary), in each case before 12:00 Midnight Eastern Time on the Expiration Date, or (in lieu of the foregoing) such shareholder must comply with the guaranteed delivery procedures set forth below. Letters of Transmittal and certificates representing tendered Shares should not be sent or delivered to the Fund. Shareholders who desire to tender Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact that firm to effect a tender on their behalf. Section 14(e) of the Exchange Act and Rule 14e-4 promulgated thereunder make it unlawful for any person, acting alone or in concert with others, directly or indirectly, to tender Shares in a partial tender offer for such person's own account unless at the time of tender, and at the time the Shares are accepted for payment, the person tendering has a net long position equal to or greater than the amount tendered in (a) Shares and will deliver or cause to be delivered such Shares for the purpose of tender to the Fund within the period specified in the Offer, or (b) an equivalent security and, upon the acceptance of his or her tender, will acquire Shares by conversion, exchange, or exercise of such equivalent security to the extent required by the terms of the Offer, and will deliver or cause to be delivered the Shares so acquired for the purpose of tender to the Fund prior to or on the Expiration Date. Section 14(e) and Rule 14e-4 provide a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. The acceptance of Shares by the Fund for payment will constitute a binding agreement between the tendering shareholder and the Fund upon the terms and subject to the conditions of the Offer, including the tendering shareholder's representation that the shareholder has a net long position in the Shares being tendered within the meaning of Rule 14e-4 and that the tender of such Shares complies with Rule 14e-4. b. Signature Guarantees and Method of Delivery. No signature guarantee is required if (a) the Letter of Transmittal is signed by the registered holder(s) (including, for purposes of this document, any participant in The Depository Trust Company ("DTC") book-entry transfer facility whose name appears on DTC's security position listing as the owner of Shares) of the Shares tendered thereby, unless such holder(s) has completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" in the Letter of Transmittal or (b) the Shares tendered are tendered for the account of a firm (an "Eligible Institution") which is a broker, dealer, commercial bank, credit union, savings association or other entity and which is a member in good standing of a stock transfer association's approved medallion program (such as STAMP, SEMP or MSP). In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5 of the Letter of Transmittal. If the Letter of Transmittal is signed by the registered holder(s) of the Shares tendered thereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) for the Shares tendered without alteration, enlargement or any change whatsoever. If any of the Shares tendered thereby are owned of record by two or more joint owners, all such owners must sign the Letter of Transmittal. If any of the tendered Shares are registered in different names, it is necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations. 6 If the Letter of Transmittal or any certificates for Shares tendered or stock powers relating to Shares tendered are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Fund of their authority so to act must be submitted. If the Letter of Transmittal is signed by the registered holder(s) of the Shares transmitted therewith, no endorsements of certificates or separate stock powers with respect to such Shares are required unless payment is to be made to, or certificates for Shares not purchased are to be issued in the name of, a person other than the registered holder(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. If the Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed thereon, the certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) for the Shares involved. Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. See Section 6. c. Book-Entry Delivery. The Depositary has established an account with respect to the Shares at DTC for purposes of the Offer. Any financial institution that is a participant in the DTC system may make book-entry delivery of tendered Shares by causing DTC to transfer such Shares into the Depositary's account at DTC in accordance with DTC's procedures for such transfers. However, although delivery of Shares may be effected through book- entry transfer into the Depositary's account at DTC, a Letter of Transmittal (or a copy or facsimile thereof) properly completed and bearing original signature(s) and the original of any required signature guarantee(s), or an Agent's Message (as defined below) in connection with a book-entry transfer and any other documents required by the Letter of Transmittal, must in any case be received by the Depositary prior to 12:00 Midnight Eastern Time on the Expiration Date at one of its addresses set forth on page 2 of this Offer, or the tendering shareholder must comply with the guaranteed delivery procedures described below. The term "Agent's Message" means a message from DTC transmitted to, and received by, the Depositary forming a part of a timely confirmation of a book- entry transfer of Shares (a "Book-Entry Confirmation") which states that (a) DTC has received an express acknowledgment from the DTC participant tendering the Shares that are the subject of the Book-Entry Confirmation, (b) the DTC participant has received and agrees to be bound by the terms of the Letter of Transmittal, and (c) the Fund may enforce such agreement against the DTC participant. Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the Depositary. d. Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder desires to tender Shares pursuant to the Offer and the certificates for the Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all documents required by the Letter of Transmittal to reach the Depositary prior to 12:00 Midnight Eastern Time on the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the tender is made by or through an Eligible Institution; and (ii) a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Fund is received by the Depositary prior to 12:00 Midnight Eastern Time on the Expiration Date; and (iii) the certificates for all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may be, together with a Letter of Transmittal (or a copy or facsimile thereof) properly completed and bearing original signature(s) and the original of any required signature guarantee(s) (or, in the case of a book-entry transfer, an Agent's Message) and any documents required by the Letter of Transmittal, are received by the Depositary prior to 12:00 Midnight 7 Eastern Time on the second NYSE trading day after the date of execution of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. The method of delivery of any documents, including share certificates, the Letter of Transmittal and any other required documents, is at the option and sole risk of the tendering shareholder. If documents are sent by mail, registered mail with return receipt requested, properly insured, is recommended. Shareholders have the responsibility to cause their Shares to be tendered (in proper certificated or uncertificated form), the Letter of Transmittal (or a copy or facsimile thereof) properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share certificates evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal (or a copy or facsimile thereof) properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of Transmittal. e. Determinations of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Fund, in its sole discretion, which determination shall be final and binding. The Fund reserves the absolute right to reject any or all tenders determined not to be in appropriate form or to refuse to accept for payment, purchase, or pay for, any Shares if, in the opinion of the Fund's counsel, accepting, purchasing or paying for such Shares would be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect in any tender, whether generally or with respect to any particular Share(s) or shareholder(s). The Fund's interpretations of the terms and conditions of the Offer shall be final and binding. Neither the Fund, its Board of Directors, SBFM, the Depositary nor any other person is or will be obligated to give any notice of any defect or irregularity in any tender, and none of them will incur any liability for failure to give any such notice. f. United States Federal Income Tax Withholding. To prevent the imposition of a U.S. federal backup withholding tax equal to 31% of the gross payments made pursuant to the Offer, prior to such payments each shareholder accepting the Offer who has not previously submitted to the Fund a correct, completed and signed Form W-9 (for U.S. Shareholders) or Form W-8 (for Non-U.S. Shareholders), or otherwise established an exemption from such withholding, must submit the appropriate form to the Depositary. See Section 13. Under certain circumstances (see Section 13), the Depositary will withhold a tax equal to 30% of the gross payments payable to a non-U.S. Shareholder unless the Depositary determines that a reduced rate of withholding or an exemption from withholding is applicable. (Exemption from backup withholding tax does not exempt a non-U.S. Shareholder from the 30% withholding tax.) For this purpose, a Non-U.S. Shareholder, is, in general, a shareholder that is not (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States, any State thereof or the District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation regardless of the source of such 8 income, or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust (a "Non-U.S. Shareholder"). The Depositary will determine a shareholder's status as a Non-U.S. Shareholder and the shareholder's eligibility for a reduced rate of, or an exemption from, withholding by reference to any outstanding certificates or statements concerning such eligibility, unless facts and circumstances indicate that such reliance is not warranted. A Non-U.S. Shareholder that has not previously submitted the appropriate certificates or statements with respect to a reduced rate of, or exemption from, withholding for which such shareholder may be eligible should consider doing so in order to avoid over-withholding. See Section 13. 5. Withdrawal Rights. At any time prior to 12:00 Midnight Eastern Time on the Expiration Date, and, if the Shares have not by then been accepted for payment by the Fund, at any time after August 16, 2001, any shareholder may withdraw all, but not less than all, of the Shares that the shareholder has tendered. To be effective, a written notice of withdrawal of Shares tendered must be timely received by the Depositary at the appropriate address set forth on the front cover of this Offer. Shareholders may also send a facsimile transmission notice of withdrawal, which must be timely received by the Depositary at (781) 575-4186, and the original notice of withdrawal must be delivered to the Depositary by overnight courier or by hand the next day. Any notice of withdrawal must specify the name(s) of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn (which may not be less than all of the Shares tendered by the shareholder--see Sections 1 and 14) and, if one or more certificates representing such Shares have been delivered or otherwise identified to the Depositary, the name(s) of the registered owner(s) of such Shares as set forth in such certificate(s) if different from the name(s) of the person tendering the Shares. If one or more certificates have been delivered to the Depositary, then, prior to the release of such certificate(s), the certificate number(s) shown on the particular certificate(s) evidencing such Shares must also be submitted and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution. All questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal will be determined by the Fund in its sole discretion, which determination shall be final and binding. Shares properly withdrawn will not thereafter be deemed to be tendered for purposes of the Offer. Withdrawn Shares, however, may be re-tendered by following the procedures described in Section 4 prior to 12:00 Midnight Eastern Time on the Expiration Date. Except as otherwise provided in this Section 5, tenders of Shares made pursuant to the Offer will be irrevocable. Neither the Fund, its Board of Directors, SBFM, the Depositary nor any other person is or will be obligated to give any notice of any defect or irregularity in any notice of withdrawal, nor shall any of them incur any liability for failure to give any such notice. 6. Payment for Shares. For purposes of the Offer, the Fund will be deemed to have accepted for payment and purchased Shares that are tendered (and not withdrawn in accordance with Section 5 pursuant to the Offer) when, as and if it gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Under the Exchange Act, the Fund is obligated to pay for or return tendered Shares promptly after the termination, expiration or withdrawal of the Offer. Upon the terms and subject to the conditions of the Offer, the Fund will pay for Shares properly tendered as soon as practicable after the Expiration Date. The Fund will make payment for Shares purchased pursuant to the Offer by depositing the aggregate purchase price therefor with the Depositary, which will make payment to shareholders promptly as directed by the Fund. The Fund will not pay interest on the purchase price under any circumstances. In all cases, payment for Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of: (a) a Letter of Transmittal (or a copy thereof) properly completed and bearing original signature(s) and any required signature guarantee(s), (b) such Shares (in proper certificated or uncertificated form) and (c) any other documents required by the Letter of Transmittal. Shareholders may be charged a fee by a broker, dealer or other institution for processing the tender requested. Certificates representing Shares tendered 9 but not purchased will be returned promptly following the termination, expiration or withdrawal of the Offer, without further expense to the tendering shareholder. The Fund will pay any transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, tendered Shares are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of any such transfer taxes (whether imposed on the registered owner or such other person) payable on account of the transfer to such person of such Shares will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. The Fund may not be obligated to purchase Shares pursuant to the Offer under certain conditions. See Section 3. Any tendering shareholder or other payee who has not previously submitted a correct, completed and signed Form W-8 or Form W-9, as necessary, and who fails to complete fully and sign either the Form W-8 or Substitute Form W-9 in the Letter of Transmittal and provide that form to the Depositary, may be subject to federal backup withholding tax of 31% of the gross proceeds paid to such shareholder or other payee pursuant to the Offer. See Section 13 regarding this tax as well as possible withholding at the rate of 30% (or lower applicable treaty rate) on the gross proceeds payable to tendering Non-U.S. Shareholders. 7. Source and Amount of Funds. The total cost to the Fund of purchasing 1,691,573 of its issued and outstanding Shares pursuant to the Offer would be $14,430,809 (based on a price per Share of $8.53, 95% of the NAV as of the close of the regular trading session of the NYSE on June 13, 2001). On June 13, 2001, the aggregate value of the Fund's net assets was $60,722,463. To pay the aggregate purchase price of Shares accepted for payment pursuant to the Offer, the Fund anticipates that funds will first be derived from any cash on hand and then from the proceeds from the sale of portfolio securities held by the Fund. The selection of which portfolio securities to sell, if any, will be made by SBFM, taking into account investment merit, relative liquidity and applicable investment restrictions and legal requirements. Although the Fund is authorized to borrow money to finance the purchase of Shares, the Board believes that the Fund will have sufficient resources through cash on hand and the disposition of assets to purchase Shares in the Offer without utilizing such borrowing. However, the Fund reserves the right to finance a portion of the Offer through temporary borrowing. Because the Fund may sell portfolio securities to raise cash for the purchase of Shares, during the pendency of the Offer, and possibly for a short time thereafter, the Fund may hold a greater than normal percentage of its assets in cash and cash equivalents, which would tend to decrease the Fund's net income. As of June 13, 2001, cash and cash equivalents constituted approximately .09% of the Fund's total assets. Under some market circumstances, it may be necessary for the Fund to raise cash by liquidating portfolio securities in a manner that could reduce the market value of such securities and, thus, reduce both the NAV of the Shares and the proceeds from the sale of such securities. Liquidating portfolio securities, if necessary, may also lead to the premature disposition of portfolio investments and additional transaction costs. Depending upon the timing of such sales, any such decline in NAV may adversely affect any tendering shareholders whose Shares are accepted for purchase by the Fund, as well as those shareholders who do not sell Shares pursuant to the Offer. Shareholders who retain their Shares may be subject to certain other effects of the Offer. See Section 11. 10 8. Price Range of Shares; Dividends/Distributions. The following table sets forth, for the periods indicated, the high and low NAVs per Share and the high and low closing sale prices per Share as reported on the NYSE Composite Tape, and the amounts of cash dividends/distributions per Share paid during such periods.
Net Asset Value Market Price --------------- ------------------- Dividends/ High Low High Low Distributions ------- ------- --------- --------- ----------------- Fiscal Year (ending January 31,) 1999 1st Quarter............................. $ 19.37 $ 14.66 $ 16.50 $ 12.3125 $ -- 2nd Quarter............................. 19.22 16.23 15.50 13.50 -- 3rd Quarter............................. 17.66 13.59 14.3125 10.5625 -- 4th Quarter............................. 19.33 16.08 16.75 13.75 .21 Dividends/ .2466 Cap Gain 2000 1st Quarter............................. 18.55 17.23 15.50 14.4375 -- 2nd Quarter............................. 18.11 17.08 15.25 14.3125 .05 Cap Gain 3rd Quarter............................. 17.69 16.20 14.9375 13.8125 .05 Cap Gain. 4th Quarter............................. 20.38 16.40 17.125 13.75 .2457 Dividends/ 1.9372 Cap Gain 2001 1st Quarter............................. 25.22 19.53 21.3125 16.75 2nd Quarter............................. 21.78 18.49 19.25 16 .2297 Dividends/ 1.2944 Cap Gain 3rd Quarter............................. 20.80 18.01 18.688 15.75 4th Quarter............................. 19.98 11.54 18.125 10.313 6.46 Cap Gain 2002 1st Quarter............................. 12.71 9.61 11.65 9.15 -- 2nd Quarter (through June 13, 2001)..... 11.13 8.90 10.02 8.37 1.21 Cap Gain
As of the close of business on June 13, 2001, the Fund's NAV was $8.98 per Share, and the high, low and closing prices per Share on the NYSE on that date were $8.50, $8.40 and $8.40, respectively. During the pendency of the Offer, current NAV quotations can be obtained by contacting the Information Agent in the manner indicated in Section 1. The tendering of Shares, unless and until shares tendered are accepted for payment and purchase, will not affect the record ownership of any such tendered Shares for purposes of entitlement to any dividends payable by the Fund. 9. Selected Financial Information. The table below is intended to help you understand the financial performance of the Fund. This information is derived from financial and accounting records of the Fund. This information has been audited, except as noted, by KPMG, the Fund's independent auditors, whose reports, along with the Fund's financial statements, are incorporated herein by reference and included in the Fund's Annual Reports to Shareholders. The Annual Reports may be obtained without charge, by writing to Georgeson Shareholder Communications Inc., 17 State Street, 10th Floor, New York, New York 10004, or by calling (800) 223-2064. 11 The Italy Fund Inc. Financial Highlights The following table includes per share operating performance data for a share of common stock outstanding, total investment return, ratios to average net assets and other supplemental data for each period indicated. This information has been derived from information provided in the financial statements and market price data for the Fund's shares.
Three Months Ended For the Years Ended January 31, April 30, 2001 2000 1999 1998 1997 2001 ------- -------- -------- -------- -------- (Unaudited) Per Share Operating Performance Net asset value, beginning of period........................... $ 12.73 $ 19.24 $ 18.09 $ 14.49 $ 11.94 $ 9.56 ------- -------- -------- -------- -------- Net investment income.......................................... (.03) .11 .12 .17 .07 .10 Net realized and unrealized gain/(loss) on investments and foreign currency related transactions......................... (1.66) 1.36 3.94 3.82 2.50 2.52 ------- -------- -------- -------- -------- Net increase/(decrease) in net assets resulting from operations (1.69) 1.47 4.06 3.99 2.57 2.62 ------- -------- -------- -------- -------- Dividends and distributions to shareholders: Net investment income.......................................... -- (.24) (.24) (.20) (.02) (.24) Net realized gain on investments and foreign currency related transactions.................................................. -- (7.74) (2.94) (.26) In excess of net realized gains................................ -- -- ------- -------- -------- -------- -------- Total dividends and distributions to shareholders............ -- (7.98) (3.18) (.46) (.02) (.24) ------- -------- -------- -------- -------- Gain on treasury stock repurchases............................. .01 .16 .27 .07 Dilutive impact due to capital share rights offering........... -- ------- -------- -------- -------- -------- Gain from tender offer......................................... .12 Loss from stock dividend....................................... (.28) Net asset value, end of period................................. 11.05 12.73 19.24 18.09 14.49 11.94 ======= ======== ======== ======== ======== Market value, end of period.................................... 9.64 11.45 16.688 14.938 12.125 10.00 ======= ======== ======== ======== ======== Total investment return (a).................................. (15.81) 21.90 35.61 26.96 21.53 24.49 ======= ======== ======== ======== ======== Ratios and Supplemental Data Net assets, end of period (000 omitted)........................ 74,777 86,984 160,731 167,682 137,712 113,433 Ratio of expenses to average net assets (c).................... 1.65 1.32 1.23 1.22 1.29 1.42 Ratio of expenses to average net assets, excluding fee waivers. Ratio of expenses to average net assets, excluding taxes....... Ratio of net investment income to average net assets........... (1.15) .56 .68 .58 .61 .97 Portfolio turnover rate........................................ 10 29 28 22 16 47
12
For the Years Ended January 31, ------------------------------------------------------- 1996 1995 1994 1993 1992 1991 1990 ------ ------ ------ ------ ------ ------ ------ Per Share Operating Performance Net asset value, beginning of period.............................. 9.82 9.84 8.43 11.08 11.37 13.24 9.91 Net investment income............................................. .15 .09 .12 .19 .25 .32 .17 Net realized and unrealized gain/(loss) on investments and foreign currency related transactions.................................... (.39) .06 1.72 (2.84) .03 (1.01) 3.31 Net increase/(decrease) in net assets resulting from operations... (.24) .15 1.84 (2.65) .28 (.69) 3.48 Dividends and distributions to shareholders: Net investment income............................................. (.02) (.06) (.07) (.25) (.34) (.15) Overdistributions of investment income............................ (.11) Net realized gain on investments and foreign currency related transactions..................................................... (.24) (.58) In excess of net realized gains--Capital.......................... (.01) (.08) (.26) Total dividends and distributions to shareholders............... (.02) (.17) (.08) -- (.57) (1.18) (.15) Anti-dilutive impact due to capital shares repurchased............ Dilutive impact due to capital share rights offering.............. (.32) Offering expense charged to paid in capital....................... (.03) Net asset value, end of period.................................... 9.56 9.82 9.84 8.43 11.08 11.37 13.24 Market value, end of period....................................... 8.25 8.75 12.375 8.875 9.50 10 17.50 Total investment return (a)..................................... (5.51) (27.90) 40.54 (6.58) 1.00 (36.14) 121.31 Ratios And Supplemental Data Net assets, end of period (000 omitted)........................... 90,841 93,347 93,518 53,384 70,186 72,055 83,902 Ratio of expenses to average net assets (c)....................... 1.42 1.69 1.69 1.70 1.53 1.80 1.90 Ratio of expenses to average net assets, excluding fee waivers.... Ratio of expenses to average net assets, excluding taxes.......... Ratio of net investment income to average net assets.............. 1.12 .85 1.30 2.04 2.17 2.28 1.54 Portfolio turnover rate........................................... 58 42 46 33 24 24 15
- -------- (a) Total investment return at market value is based on the changes in market price of a share during the period and assumes reinvestment of dividends and distributions, if any, at actual prices pursuant to the Fund's dividend reinvestment program. Total investment return does not reflect brokerage commissions or initial underwriting discounts and has not been annualized. (b) Annualized. (c) Ratios reflect actual expenses incurred by the Fund. Amounts are net of fee waivers and inclusive of taxes. 10. Interest of Directors, Executive Officers and Certain Related Persons. Information, as of particular dates, concerning the Fund's directors and executive officers, their remuneration, any material interest of such persons in transactions with the Fund and other matters is required to be disclosed in proxy statements distributed to the Fund's shareholders in proxy statements distributed to the Fund's shareholders and filed with the Securities and Exchange Commission (the "SEC"). Neither the Fund nor, to the best of the Fund's knowledge, any of the Fund's directors or executive officers, or associates of any of the foregoing, has effected any transaction in Shares, except for dividend reinvestment, during the past 40 business days. Except as set forth in this Offer, neither the Fund, nor, to the best of the Fund's knowledge, any of the Fund's officers or directors, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly to the Offer with respect to any securities of the Fund, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations. Phillip F. Goldstein and Glenn S. Goodstein, directors of the Fund, intend to tender all of the shares over which they have investment discretion. Based upon information provided or available to the Fund, no other director, officer or affiliate of the Fund intends to tender Share pursuant to the Offer. The Offer does not, however, restrict the purchase of shares pursuant to the Offer from any such person. 11. Certain Information about the Fund. The Fund is a Maryland corporation with its principal executive offices located at 7 World Trade Center, New York, New York 10048 (telephone number (800-331-1710)). The Fund is a closed-end, non-diversified, management investment company organized as a Maryland corporation. The Shares were first issued to the public on February 28, 1986. As a closed-end investment 13 company the Fund differs from an open-end investment company (i.e., a mutual fund) in that it does not redeem its Shares at the election of a shareholder and does not continuously offer its Shares for sale to the public. The Fund's investment objective is long-term capital appreciation through investments primarily in Italian equity securities. The Fund has been managed since December 1995 by SBFM, which was formerly known as SSB Citi Fund Management LLC, and its predecessors. SBFM is a registered investment adviser under the Investment Advisers Act of 1940 with offices located at 7 World Trade Center, New York, NY 10048. SBFM handles equity, balanced, fixed income, international and derivative based accounts. Portfolios include international and emerging market investments, common stocks, taxable and non-taxable bonds, options, futures and venture capital. SBFM manages money for corporate pension and profit-sharing funds, public pension funds, endowments and other charitable institutions and private individuals. SBFM currently manages approximately $125 billion in assets. 12. Additional Information. An Issuer Tender Offer Statement on Schedule TO (the "Schedule TO") including the exhibits thereto, filed with the SEC, provides certain additional information relating to the Offer, and may be inspected and copied at the prescribed rates at the SEC's public reference facilities at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, 7 World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of the Schedule TO and the exhibits may also be obtained by mail at the prescribed rates from the Public Reference Branch of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. 13. Certain United States Federal Income Tax Consequences. The following discussion is a general summary of the U.S. federal income tax consequences of a sale of Shares pursuant to the Offer based on current U.S. federal income tax law, including the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury regulations and Internal Revenue Service rulings. Each shareholder should consult his or her own tax advisor for a full understanding of the tax consequences of such a sale, including potential state, local and foreign taxation by jurisdictions of which the shareholder is a citizen, resident or domiciliary. U.S. Shareholders. It is anticipated that shareholders (other than tax-exempt persons) who are citizens and/or residents of the U.S., corporations, partnerships or certain other entities created or organized in or under the laws of the U.S. or any State thereof or the District of Columbia, estates the income of which is subject to U.S. federal income taxation regardless of the source of such income, and trusts if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust ("U.S. Shareholders"), and who sell Shares pursuant to the Offer will generally recognize gain or loss for U.S. federal income tax purposes equal to the difference between the amount of cash they receive pursuant to the Offer and their adjusted tax basis in the Shares sold. The sale date for tax purposes will be the date the Fund accepts Shares for purchase. This gain or loss will be capital gain or loss if the Shares sold are held by the tendering U.S. Shareholder at the time of sale as capital assets and will be treated as either long-term or short-term if the Shares have been held at that time for more than one year or for one year or less, respectively. Any such long-term capital gain realized by a non-corporate U.S. Shareholder will be taxed at a maximum rate of 20%. This U.S. federal income tax treatment, however, is based on the assumption that not all shareholders will tender their Shares pursuant to the Offer and that the continuing ownership interest in the Fund of each tendering shareholder (including shares constructively owned by such tendering shareholder pursuant to the provisions of Section 318 of the Code) will be sufficiently reduced to qualify the sale as a sale rather than a distribution for U.S. federal income tax purposes. It is therefore possible that the cash received for the Shares purchased would be taxable as a distribution by the Fund, rather than as a gain from the sale of the Shares. In that event, the cash received by a U.S. Shareholder will be taxable as a dividend (i.e., as ordinary income) to the extent of the U.S. Shareholder's allocable share of the Fund's current or accumulated earnings and profits, with any excess of the cash received over the portion so taxable as a dividend constituting a non-taxable return of capital to the extent of the U.S. Shareholder's tax basis in the Shares sold and with any remaining excess of such cash being treated as either long-term or short-term capital gain from the sale of the Shares (if the Shares are held as capital assets) depending on how long they were held by the U.S. 14 Shareholder. If cash received by a U.S. Shareholder is taxable as a dividend, the shareholder's tax basis in the purchased Shares will be added to the tax basis of the remaining Shares held by the shareholder. In addition, if a tender of Shares is treated as a distribution to a tendering shareholder, a constructive dividend under Section 305(c) of the Code may result to a non-tendering shareholder whose proportionate interest in the Fund has been increased by such tender. Under the "wash sale" rules under the Code, loss recognized on Shares sold pursuant to the Offer will ordinarily be disallowed to the extent the U.S. Shareholder acquires Shares within 30 days before or after the date the tendered Shares are purchased pursuant to the Offer and, in that event, the basis and holding period of the Shares acquired will be adjusted to reflect the disallowed loss. The Depositary may be required to withhold 31% of the gross proceeds paid to a U.S. Shareholder or other payee pursuant to the Offer unless either: (a) the U.S. Shareholder has completed and submitted to the Depositary an IRS Form W-9 (or Substitute Form W-9), providing the U.S. Shareholder's employer identification number or social security number, as applicable, and certifying under penalties of perjury that: (a) such number is correct; (b) either (i) the U.S. Shareholder is exempt from backup withholding, (ii) the U.S. Shareholder has not been notified by the Internal Revenue Service that the U.S. Shareholder is subject to backup withholding as a result of an under-reporting of interest or dividends, or (iii) the Internal Revenue Service has notified the U.S. Shareholder that the U.S. Shareholder is no longer subject to backup withholding; or (c) an exception applies under applicable law. A Substitute Form W-9 is included as part of the Letter of Transmittal for U.S. Shareholders. Non-U.S. Shareholders. The U.S. federal income taxation of a Non-U.S. Shareholder (i.e., any shareholder that is not a U.S. Shareholder as defined above) on a sale of Shares pursuant to the Offer depends on whether such transaction is "effectively connected" with a trade or business carried on in the U.S. by the Non-U.S. Shareholder as well as the tax characterization of the transaction as either a sale of the Shares or a distribution by the Fund, as discussed above for U.S. Shareholders. If the sale of Shares pursuant to the Offer is not so effectively connected and if, as anticipated for most U.S. Shareholders, it gives rise to taxable gain or loss, any gain realized by a Non-U.S. Shareholder upon the tender of Shares pursuant to the Offer will not be subject to U.S. federal income tax or to any U.S. tax withholding, provided, however, that such a gain will be subject to U.S. federal income tax at the rate of 30% (or such lower rate as may be applicable under a tax treaty) if the Non-U.S. Shareholder is a non-resident alien individual who is physically present in the United States for more than 182 days during the taxable year of the sale. If, however, the cash received by a tendering Non-U.S. Shareholder is treated for U.S. tax purposes as a distribution by the Fund, the portion of the distribution treated as a dividend to the Non-U.S. Shareholder would be subject to a U.S. withholding tax at the rate of 30% (or such lower rate as may be applicable under a tax treaty) if the dividend does not constitute effectively connected income. If the amount realized on the tender of Shares by a Non-U.S. Shareholder is effectively connected income, regardless of whether the tender is characterized as a sale or as giving rise to a distribution from the Fund for U.S. federal income tax purposes, the transaction will be treated and taxed in the same manner as if the Shares involved were tendered by a U.S. Shareholder. Non-U.S. Shareholders should provide the Depositary with a completed IRS Form W-8 in order to avoid 31% backup withholding on the cash they receive from the Fund regardless of how they are taxed with respect to their tendered Shares. A copy of Form W-8 is provided with the Letter of Transmittal for Non-U.S. Shareholders. 14. Amendments; Extension of Tender Period; Termination. The Fund reserves the right, at any time during the pendency of the Offer, to amend, extend or terminate the Offer in any respect. Without limiting the manner in which the Fund may choose to make a public announcement of such an amendment, extension or termination, the Fund shall have no obligation to publish, advertise or otherwise communicate any such public announcement, except as provided by applicable law (including Rule 14e-1(d) promulgated under the Exchange Act) and by the requirements of the NYSE (including the listing agreement with respect to the Shares). Except to the extent required by applicable law (including Rule 13e-4(f)(1) promulgated under the Exchange Act), the Fund will have no obligation to extend the Offer. In the event that the Fund is obligated to, or 15 elects to, extend the Offer, the purchase price for each Share purchased pursuant to the Offer will be equal to 95% of the per Share NAV determined as of the close of the regular trading session of the NYSE on the date after the Expiration Date as extended. No Shares will be accepted for payment until on or after the new Expiration Date. 15. Miscellaneous. The Offer is not being made to, nor will the Fund accept tenders from, or on behalf of, owners of Shares in any jurisdiction in which the making of the Offer or its acceptance would not comply with the securities or "blue sky" laws of that jurisdiction. The Fund is not aware of any jurisdiction in which the making of the Offer or the acceptance of tenders of, purchase of, or payment for, Shares in accordance with the Offer would not be in compliance with the laws of such jurisdiction. The Fund, however, reserves the right to exclude shareholders in any jurisdiction in which it is asserted that the Offer cannot lawfully be made or tendered Shares cannot lawfully be accepted, purchased or paid for. So long as the Fund makes a good-faith effort to comply with any state law deemed applicable to the Offer, the Fund believes that the exclusion of holders residing in any such jurisdiction is permitted under Rule 13e-4(f)(9) promulgated under the Exchange Act. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on the Fund's behalf by one or more brokers or dealers licensed under the laws of such jurisdiction. June 20, 2001 THE ITALY FUND INC. 16 EX-99.(A)(2) 3 dex99a2.txt LETTER OF TRANSMITTAL EXHIBIT (A)(2) LETTER OF TRANSMITTAL To Accompany Shares of Common Stock, $0.01 Par Value of THE ITALY FUND INC. (the "Fund") Tendered Pursuant to the Offer to Purchase Dated June 20, 2001 THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT EASTERN TIME ON JULY 19, 2001, UNLESS THE OFFER IS EXTENDED The Depositary: PFPC, Inc. Depositary Addresses: By First Class Mail: By Registered, Certified or By Hand: Express Mail or Overnight Courier: PFPC, Inc. PFPC, Inc. Securities Transfer & Reporting c/o EquiServe Trust Company, N.A. c/o EquiServe Trust Company, N.A. Services, Inc. Attn: Corporate Actions Attn: Corporate Actions c/o EquiServe Trust Company, N.A. P.O. Box 43025 40 Campanelli Drive 100 William Street Providence, RI 02940-3025 Braintree, MA 02184 New York, NY 10038
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
DESCRIPTION OF SHARES TENDERED (See Instructions 3 and 4) - --------------------------------------------------------------------------------------------------------------------------------- Name(s) and Address(es) of Registered Owner(s) (Please Fill in, if Blank, Exactly the Name(s) in Which Shares Are Registered) (Attach Additional Signed List, if Necessary) Shares Tendered* - --------------------------------------------------------------------------------------------------------------------------------- Total Number of Number Certificate Shares Represented of Shares Number(s)* by Certificate(s) Tendered** ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- Total Shares Tendered - --------------------------------------------------------------------------------------------------------------------------------- *If the Shares tendered hereby are in certificate form, the certificate representing such Shares MUST be returned together with this Letter of Transmittal. **Need not be completed for Book-Entry Shares. - ---------------------------------------------------------------------------------------------------------------------------------
[_] I HAVE LOST MY CERTIFICATE(S) FOR SHARES OF STOCK OF THE ITALY FUND, INC. AND REQUIRE ASSISTANCE WITH RESPECT TO REPLACING SUCH CERTIFICATE(S). SEE INSTRUCTION 3. THE UNDERSIGNED ALSO TENDERS ALL UNCERTIFICATED SHARES HELD IN THE NAME(S) OF THE UNDERSIGNED BY THE FUND'S TRANSFER AGENT PURSUANT TO THE FUND'S DIVIDEND REINVESTMENT PLAN, IF ANY. CHECK THIS BOX [_] IF THERE ARE ANY SUCH SHARES. [_] THIS BOX SHOULD BE CHECKED IF, IN ADDITION TO SHARES TENDERED HEREBY, SHARES ARE ALSO CONSTRUCTIVELY OWNED BY THE UNDERSIGNED AS DETERMINED UNDER SECTION 318 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. A SEPARATE LETTER OF TRANSMITTAL MUST BE SUBMITTED BY EACH REGISTERED OWNER OF SHARES WHICH ARE CONSIDERED TO BE CONSTRUCTIVELY OWNED BY THE UNDERSIGNED. This Letter of Transmittal is to be used (a) if you desire to effect the tender transaction yourself, (b) if you intend to request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you and the Shares are not registered in the name of such broker, dealer, commercial bank, trust company or other nominee, and (c) by a broker, dealer, commercial bank, trust company or other nominee effecting the transaction as a registered owner or on behalf of a registered owner. To accept the Offer in accordance with its terms, a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s), any certificates representing Shares tendered, any other documents required by this Letter of Transmittal must be mailed or delivered to the Depositary at an appropriate address set forth above and must be received by the Depositary prior to 12:00 Midnight Eastern Time on July 19, 2001, or such later time and date to which the Offer is extended, unless the tendering party has satisfied the conditions for guaranteed delivery described in Section 4(c) of the Offer to Purchase. Delivery of documents to a book-entry transfer facility does not constitute delivery to the Depositary. The boxes below are to be checked by eligible institutions only. [_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE DEPOSITORY TRUST COMPANY ("DTC") AND COMPLETE THE FOLLOWING: Name of Tendering Institution: _____________________________________________ DTC Participant Number: ____________________________________________________ [_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s): ___________________________________________ Window Ticket Number (if any): _____________________________________________ Date of Execution of Notice of Guaranteed Delivery: ________________________ Name of Eligible Institution Which Guaranteed Delivery: ____________________ DTC Participant Number (if delivered by book-entry transfer): ______________ NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW: PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY 2 Ladies and Gentlemen: The person(s) signing this Letter of Transmittal (the "Signor") hereby tender(s) to The Italy Fund Inc., a non-diversified, closed-end management investment company incorporated in Maryland (the "Fund"), the above-described shares of common stock, par value $0.01 per share (the "Shares"), of the Fund, for purchase by the Fund at a price (the "Purchase Price") equal to 95% of the net asset value ("NAV") per Share determined as of the close of the regular trading session of the New York Stock Exchange on July 20, 2001 (or, if the Offer, as defined below, is extended, on the next business day after the day to which the offer is extended) in cash, under the terms and subject to the conditions set forth in the Offer to Purchase dated June 20, 2001, receipt of which is hereby acknowledged, and in this Letter of Transmittal (which Offer to Purchase and Letter of Transmittal together with any amendments or supplements thereto collectively constitute the "Offer"). Subject to, and effective upon, acceptance for payment of, or payment for, Shares tendered herewith in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms or conditions of any such extension or amendment), the Signor hereby sells, assigns and transfers to, or upon the order of, the Fund all right, title and interest in and to all of the Shares that are being tendered hereby that are purchased pursuant to the Offer and hereby irrevocably constitutes and appoints PFPC, Inc. (the "Depositary") as attorney-in-fact of the Signor with respect to such Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (a) present certificate(s) for such Shares, if any, for cancellation and transfer on the Fund's books and (b) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, subject to the next paragraph, all in accordance with the terms and subject to the conditions set forth in the Offer. The Signor hereby represents and warrants that (a) the Signor, if a broker, dealer, commercial bank, trust company or other nominee, has obtained the tendering shareholder's instructions to tender pursuant to the terms and conditions of this Offer in accordance with the letter from the Fund to brokers, dealers, commercial banks, trust companies and other nominees; (b) when and to the extent the Fund accepts the Shares for purchase, the Fund will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim; (c) on request, the Signor will execute and deliver any additional documents that the Depositary or the Fund deems necessary or desirable to complete the assignment, transfer and purchase of the Shares tendered hereby; and (d) the Signor has read and agrees to all of the terms and conditions of the Offer. The name(s) and address(es) of the registered owner(s) should be printed as on the registration of the Shares. If the Shares tendered hereby are in certificate form, the certificate(s) representing such Shares must be returned together with this Letter of Transmittal. The Signor recognizes that, under certain circumstances as set forth in the Offer to Purchase, the Fund may amend, extend or terminate the Offer or may not be required to purchase any of the Shares tendered hereby. In any such event, the Signor understands that certificate(s) for the Shares not purchased, if any, will be returned to the Signor at its registered address unless otherwise indicated under the Special Delivery Instructions below. The Signor recognizes that the Fund has no obligation, pursuant to the Special Payment Instructions set forth below, to transfer any Shares from the name of the registered owner thereof if the Fund purchases none of such Shares. The Signor understands that acceptance of Shares by the Fund for payment will constitute a binding agreement between the Signor and the Fund upon the terms and subject to the conditions of the Offer. The check for the purchase price of the tendered Shares purchased will be issued to the order of the Signor and mailed to the address indicated, unless otherwise indicated below in the box titled Special Payment Instructions or the box titled Special Delivery Instructions. The Fund will not pay interest on the purchase price under any circumstances. 3 All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the Signor and all obligations of the Signor hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the Signor. Except as stated in the Offer, this tender is irrevocable. Unless otherwise indicated herein under "Special Payment Instructions," please issue the check for the purchase price and/or return any Share certificates not accepted for payment in the name(s) of the registered holder(s) appearing above under "Description of Shares Tendered." Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check for the purchase price for any Shares purchased and/or return any Share certificates not accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under "Description of Shares Tendered." In the event that both the Special Payment Instructions and the Special Delivery Instructions are completed, please issue the check for the purchase price and/or return any Share certificates not accepted for payment in the name of, and deliver such check and/or return any such Share certificates to, the person(s) so indicated. The undersigned recognizes that the Fund has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered holder thereof if the Fund does not accept for payment any of the Shares tendered hereby. - --------------------------------------------------------- ----------------------------------------------------------- SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7) To be completed ONLY if any certificate for Shares To be completed ONLY if any certificate for Shares not purchased and/or a check for the purchase price of not purchased, and/or a check for the purchase price of Shares accepted for payment, is to be issued in the Shares accepted for payment and issued in the name name of someone other than the undersigned. of the registered owner(s), is to be sent to someone other than the registered owner(s), or to the registered Issue[_] Check to: owner(s) at an address other than that shown above. [_] Certificate(s) to: Mail[_] Check to: Name(s) [_] Certificate(s): (Please Print) Name(s) Address(es) (Please Print) Address(es) (Include Zip Code) (City, State, Zip Code) (Tax Identification or Social Security Numbers) - --------------------------------------------------------- -----------------------------------------------------------
4 SHAREHOLDER(S) SIGN HERE (See Instructions 1 and 5) (Please See Substitute Form W-9) (Please Print Except for Signature) (Signature(s) Exactly as Shares Are Registered) - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- (Signatures of Shareholder(s)) Dated:_________________________________________________________________ , 2001 Must be signed by registered owner(s) exactly as Shares are registered. If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary or representative capacity, please set forth the full title. See Instruction 5. Signature guarantees are required in certain circumstances. See Instruction 1. By signing this Letter of Transmittal, you represent that you have read the entire Letter of Transmittal. Name(s) _______________________________________________________________________ - ---------------------------------------------------------------------------- (Please Print Name(s) of Owner(s) Exactly as Shares Are Registered) (Tax Identification or Social Security Number(s)): ____________________________ Daytime Telephone Number, including Area Code: ________________________________ Guarantee of Signature(s) (See Instructions 1 and 5) (Please Print Except for Signature) Authorized Signature Name __________________________________________________________________________ Title _________________________________________________________________________ Name of Firm___________________________________________________________________ Address _______________________________________________________________________ - ---------------------------------------------------------------------------- (Include Zip Code) Telephone Number, including Area Code _________________________________________ Dated:_________________________________________________________________ , 2001 5 INSTRUCTIONS Forming Part of the Terms and Conditions of the Offer 1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal if (a) this Letter of Transmittal is signed by the registered holder(s) of Shares tendered hereby (including, for purposes of this document, any participant in the book-entry transfer facility of The Depository Trust Company ("DTC") whose name appears on DTC's security position listing as the owner of Shares), unless such holder(s) has completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" included in this Letter of Transmittal, or (b) the Shares are tendered for the account of a firm (an "Eligible Institution") which is a broker, dealer, commercial bank, credit union, savings association or other entity which is a member in good standing of a stock transfer association's approved medallion program (such as STAMP, SEMP or MSP). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5. 2. Delivery of Letter of Transmittal and Certificates. This Letter of Transmittal is to be used (a) if Shares are to be forwarded herewith, (b) if uncertificated Shares held by the Fund's transfer agent pursuant to the Fund's Dividend Reinvestment Plan are to be tendered, or (c) if tenders are to be made by book-entry transfer to the account maintained by the Depositary pursuant to the procedure set forth in Section 4 of the Offer to Purchase. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THIS LETTER OF TRANSMITTAL, AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, AND THE PROCESSING FEE IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Delivery will be deemed made only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Shareholders have the responsibility to cause their Shares (in proper certificated or uncertificated form), this Letter of Transmittal (or a copy or facsimile hereof) properly completed and bearing original signature(s) and the original of any required signature guarantee(s), any other documents required by this Letter of Transmittal to be timely delivered in accordance with the Offer. The Fund will not accept any alternative, conditional or contingent tenders. All tendering shareholders, brokers, dealers, commercial banks, trust companies and other nominees, by execution of this Letter of Transmittal (or a copy or facsimile hereof), waive any right to receive any notice of the acceptance of their tender. 3. Lost Certificates. In the event that any Italy Fund stockholder is unable to deliver to the Exchange Agent the Italy Fund Certificate(s) representing his, her or its shares of Italy Fund Stock due to the loss or destruction of such Italy Fund Certificate(s), such fact should be indicated on the face of this Letter of Transmittal. In such case, the stockholder should also contact the Information Agent, at their number (800) 223-2064, to report the lost securities. The Agent will forward additional documentation which such stockholder must complete in order to effectively surrender such lost or destroyed Italy Fund Certificate(s) (including affidavits of loss and indemnity bonds in lieu thereof). There may be a fee in respect of lost or destroyed Italy Fund Certificates, but surrenders hereunder regarding such lost certificates will be processed only after such documentation has been submitted to and approved by the Agent. 4. Inadequate Space. If the space provided in any of the boxes to be completed is inadequate, the necessary information should be listed on a separate schedule signed by all of the required signatories and attached hereto. 5. Proration. If more than 1,691,573 Shares are duly tendered prior to the expiration of the Offer (and not timely withdrawn), the Fund will purchase Shares from tendering shareholders, in accordance with the terms and 6 subject to the conditions specified in the Offer to Purchase, on a pro rata basis (disregarding fractions) in accordance with the number of Shares duly tendered by each shareholder during the period the Offer is open (and not timely withdrawn), unless the Fund determines not to purchase any Shares. Certificates representing Shares tendered but not purchased will be returned promptly following the termination, expiration or withdrawal of the Offer, without further expense to the tendering shareholder. 6. Signatures on Letter of Transmittal, Authorizations and Endorsements. (a) If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) for the Shares tendered without alteration, enlargement or any change whatsoever. (b) If any of the Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. (c) If any of the tendered Shares are registered in different names (including Shares attributed to the tendering shareholder for Federal income tax purposes under Section 318 of the Code) on several certificates, it is necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations. (d) If this Letter of Transmittal or any certificate for Shares tendered or stock powers relating to Shares tendered are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Fund of their authority so to act must be submitted. (e) If this Letter of Transmittal is signed by the registered holder(s) of the Shares transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment is to be made to, or certificates for Shares not purchased are to be issued in the name of, a person other than the registered holder(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. (f) If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed thereon, the certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) for the Shares involved. Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. 7. Transfer Taxes. The Fund will pay any transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer, provided, however, that if (a) payment of the Purchase Price is to be made to, or (in the circumstances permitted by the Offer) unpurchased Shares are to be registered in the name(s) of, any person(s) other than the registered owner(s), or (b) if any tendered certificate(s) are registered, or the Shares tendered are otherwise held, in the name(s) of any person(s) other than the registered owner, the amount of any transfer taxes (whether imposed on the registered owner(s) or such other person(s)) payable on account of the transfer to such person(s) will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted herewith. 8. Special Payment and Delivery Instructions. If certificate(s) for unpurchased Shares and/or check(s) are to be issued in the name of a person other than the registered owner(s) or if such certificate(s) and/or check(s) are to be sent to someone other than the registered owner(s) or to the registered owner(s) at a different address, the captioned boxes "Special Payment Instructions" and/or "Special Delivery Instructions" in this Letter of Transmittal must be completed. 9. Determinations of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Fund, in its sole discretion, which determination shall be 7 final and binding. The Fund reserves the absolute right to reject any or all tenders determined not to be in appropriate form or not accompanied by the Processing Fee or to refuse to accept for payment, purchase or pay for, any Shares if, in the opinion of the Fund's counsel, accepting, purchasing or paying for such Shares would be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect in any tender, whether generally or with respect to any particular Share(s) or shareholder(s). The Fund's interpretations of the terms and conditions of the Offer (including these instructions) shall be final and binding. NEITHER THE FUND, ITS BOARD OF DIRECTORS, SBFM, THE FUND'S INVESTMENT ADVISER, THE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY TENDER, AND NONE OF THEM WILL INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE. 10. Questions and Requests for Assistance and Additional Copies. Questions, requests for assistance and requests for additional copies of the Offer to Purchase and this Letter of Transmittal may be directed to Georgeson Shareholder Communications, Inc. (the "Information Agent") by telephoning (800) 223-2064. Shareholders who do not own Shares directly may also obtain such information and copies from their broker, dealer, commercial bank, trust company or other nominee. Shareholders who do not own Shares directly are required to tender their Shares through their broker, dealer, commercial bank, trust company or other nominee and should NOT submit this Letter of Transmittal to the Depositary. 11. Restriction on Short Sales. Section 14(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14e-4 promulgated thereunder, make it unlawful for any person, acting alone or in concert with others, to tender Shares in a partial tender offer for such person's own account unless at the time of tender, and at the time the Shares are accepted for payment, the person tendering has a "net long position" equal to or greater than the amount tendered in (a) Shares, and will deliver or cause to be delivered such Shares for the purpose of tender to the person making the Offer within the period specified in the Offer, or (b) an equivalent security and, upon acceptance of his or her tender, will acquire Shares by conversion, exchange, or exercise of such equivalent security to the extent required by the terms of the Offer, and will deliver or cause to be delivered the Shares so acquired for the purpose of tender to the Fund prior to or on the Expiration Date. Section 14(e) and Rule 14e-4 provide a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. The acceptance of Shares by the Fund for payment will constitute a binding agreement between the tendering shareholder and the Fund upon the terms and subject to the conditions of the Offer, including the tendering shareholder's representation that the shareholder has a "net long position" in the Shares being tendered within the meaning of Rule 14e-4 and that the tender of such Shares complies with Rule 14e-4. 12. Backup Withholding Tax. Under the U.S. federal income tax laws, the Depositary may be required to withhold 31% of the amount of any payment made to certain holders pursuant to the Offer. In order to avoid such backup withholding tax, each tendering U.S. shareholder who has not already submitted a correct, completed and signed Form W-9 or Substitute Form W-9 to the Fund should provide the Depositary with the shareholder's correct taxpayer identification number ("TIN") by completing a Substitute Form W-9, a copy of which is included in this Letter of Transmittal. In general, if a U.S. shareholder is an individual, the TIN is the individual's Social Security number. If the Depositary is not provided with the correct TIN, the U.S. shareholder may be subject to a penalty imposed by the Internal Revenue Service. The box in Part 2 of the Substitute Form W-9 may be checked if the tendering shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 2 is checked and payment of the purchase price of Shares is made within 60 days of the receipt by the Depositary of the Substitute Form W-9, the Depositary is not required to withhold any backup withholding tax from the payment. Certain U.S. shareholders (including, among others, all U.S. corporations) are not subject to these backup withholding and reporting requirements, but should nonetheless complete a Substitute Form W-9 to avoid the possible erroneous imposition of a backup withholding tax. 8 In order for a non-U.S. shareholder to avoid the 31% backup withholding tax, the non-U.S. shareholder must submit a statement to the Depositary signed under penalties of perjury attesting as to its non-U.S. status. A copy of Form W-8 and instructions for completing that form are enclosed for such shareholders. Backup withholding tax is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding tax will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, the shareholder may claim a refund from the Internal Revenue Service. All shareholders are urged to consult their own tax advisors as to the specific tax consequences to them of the Offer. The tax information set forth above is included for general information only and may not be applicable to the situations of certain taxpayers. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A COPY OR FACSIMILE HEREOF) PROPERLY COMPLETED AND BEARING ORIGINAL SIGNATURE(S) AND THE ORIGINAL OF ANY REQUIRED SIGNATURE GUARANTEE(S), SHARES (IN PROPER CERTIFICATED OR UNCERTIFICATED FORM) AND OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION OF THE OFFER. 9 PAYER'S NAME: PFPC, INC., DEPOSITARY SUBSTITUTE Part I--PLEASE PROVIDE YOUR TIN IN Social Security Number Form W-9 THE BOX AT THE RIGHT AND CERTIFY BY or SIGNING AND DATING BELOW. Employer Identification Number Department of the ------------------------------------------------- Treasury Internal --------------------------------------------------------------------------------------------------- Revenue Service Name: (Please Print) --------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------- Address: ----------------------------------------------------------------------------------------------- (Include Zip Code) --------------------------------------------------------------------------------------------------- Payer's Request Certification--Under penalties of perjury, I certify that: (1) the information provided on this form is true, correct and complete, and (2) I am not subject to backup withholding either because (i) I am exempt from backup withholding, (ii) I have not been notified by the Internal Revenue Services (the "IRS") that I am subject to backup withholding as a result of underreporting interest or dividends, or (iii) the IRS has notified me that I am no longer subject to backup withholding. (You must cross out item (2) in the immediately preceding sentence if you have been notified by the IRS that you are currently subject to backup withholding because you failed to report all interest and dividends on your return. Signature: Date: --------------------------------------------------------------------------------------------------- Part 2--Awaiting TIN [_] Please see below.
10 YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK THE BOX IN PART 2 OF SUBSTITUTE FORM W-9 CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER CERTIFICATION I certify, under penalties of perjury, that a Taxpayer Identification Number has not been issued to me, and that I have mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service Center or Social Security Administration Office (or I intend to mail or deliver an application in the near future). I understand that if I do not provide a Taxpayer Identification Number to the payer within 60 days, the Depositary is required to withhold 31% of all payments due to me pursuant to the Offer. __________________________________________ __________________________________ Signature Date NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. 11 EX-99.(A)(3) 4 dex99a3.txt NOTICE OF GUARANTEED EXHIBIT (A)(3) NOTICE OF GUARANTEED DELIVERY Regarding the Offer by THE ITALY FUND INC. To Purchase for Cash 1,691,573 of Its Issued and Outstanding Shares at 95% of the Net Asset Value Per Share This form must be used to accept the Offer (as defined below) if a shareholder's certificates for Shares are not immediately available or if time will not permit the Letter of Transmittal and other required documents to reach the Depositary on or before the Expiration Date. Each term used in this form that is not otherwise defined herein shall have the meaning specified in the Offer to Purchase dated June 20, 2001. This form may be delivered by hand, overnight courier or mail to the Depositary at the appropriate address set forth below and must bear original signatures (not photocopies or facsimiles). Tenders using this form may be made only by or through an Eligible Institution as defined in Section 4(b) of the Offer to Purchase. The Depositary: PFPC, Inc. Depositary Addresses: By First Class Mail: By Registered, By Hand: Certified or Express Mail or Overnight Courier: PFPC, Inc. PFPC, Inc. Securities Transfer & Reporting c/o EquiServe Trust Company, N.A. c/o EquiServe Trust Company, N.A. Services, Inc. Attn: Corporate Actions Attn: Corporate Actions c/o EquiServe Trust Company, N.A. P.O. Box 43025 40 Campanelli Drive 100 William Street Providence, RI 02940-3025 Braintree, MA 02184 New York, NY 10038
Depositary Telephone Number to Confirm Receipt of Notices: (781) 575-4186 DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE VALID DELIVERY. Ladies and Gentlemen: The undersigned hereby tenders to The Italy Fund Inc. (the "Fund"), upon the terms and subject to the conditions set forth in its Offer to Purchase dated June 20, 2001 and the related Letter of Transmittal (which together with any amendments or supplements thereto collectively constitute the "Offer"), receipt of which are hereby acknowledged, (i) the number of Shares specified below pursuant to the guaranteed delivery procedures set forth in Section 4(c) of the Offer to Purchase and (ii) all Shares held in the name(s) of the registered holder(s) by the Fund's transfer agent pursuant to the Fund's Dividend Reinvestment Plan. (Please Print Except for Signature(s)) Number of Shares Tendered: Name(s) of Record Holder(s): Certificate Nos. (if available): DTC Participant Number: Telephone Number, including Area Code: If Shares will be tendered by book-entry transfer to Signature(s) The Depository Trust Company, please check box: [_] Entity: Dated: , 2001 Name of Firm: Individual(s): Authorized Signature: Name: Title:
2 GUARANTEE The undersigned, an Eligible Institution as defined in Section 4(b) of the Offer to Purchase, hereby, with respect to the Shares tendered hereby pursuant to the guaranteed delivery procedures set forth in Section 4(c) of the Offer to Purchase: (a) represents that the person(s) named on the previous page "own(s)" such Shares within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended; (b) represents that the tender of such Shares complies with Rule 14e-4; and (c) guarantees to deliver to the Depositary certificates representing such Shares, in proper form for transfer (or to tender Shares pursuant to the procedure for book-entry transfer into the Depositary's account at The Depository Trust Company if so specified on the foregoing page), together with a properly completed and duly executed Letter of Transmittal with any required signature guarantees and any other required documents prior to 5:00 P.M. Eastern Time on the second New York Stock Exchange trading day after the date of execution of this Guarantee. (Please Print Except for Signature) Name of Firm:_______________________________________________________________ Authorized Signature: ______________________________________________________ Name: ______________________________________________________________________ Title: _____________________________________________________________________ Address: ___________________________________________________________________ (Include Zip Code) ---------------------------------------------------------------------- Telephone Number, including Area Code: Dated: ______________________________________________________________ , 2001 3 EX-99.(A)(4) 5 dex99a4.txt BROKER, DEALER LETTER EXHIBIT (A)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees Regarding the Offer by THE ITALY FUND INC. To Purchase for Cash 1,691,573 of its Issued and Outstanding Shares at 95% of the Net Asset Value Per Share To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: Pursuant to your request, we are enclosing the material listed below relating to the offer by The Italy Fund Inc. (the "Fund") to purchase 1,691,573 of its issued and outstanding shares of common stock, par value $0.01 per share (the "Shares"), for cash at a price equal to 95% of their net asset value ("NAV") determined as of the close of the regular trading session of the New York Stock Exchange ("NYSE") on July 20, 2001 upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 20, 2001 and the related Letter of Transmittal (which together with any amendments or supplements thereto collectively constitute the "Offer"). THE OFFER EXPIRES AT 12:00 MIDNIGHT EASTERN TIME ON JULY 19, 2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). If the Offer is extended beyond July 19, 2001, the purchase price for Shares will be 95% of their NAV determined as of the close of the regular trading session of the NYSE on the next business day after the new Expiration Date. The following documents are enclosed: (1) Offer to Purchase dated June 20, 2001; (2) Letter of Transmittal to be used to tender all Shares; (3) Notice of Guaranteed Delivery; and (4) Form of Letter to Clients, which may be sent upon request for information by your clients for whose account you hold shares registered in your name (or in the name of your nominee). No fees or commissions will be payable to brokers, dealers or other persons for soliciting tenders of Shares pursuant to the Offer. The Fund will pay all transfer taxes on its purchase of Shares, subject to Instruction 6 of the Letter of Transmittal. Backup withholding tax at a 31% rate may be required unless an exemption is proved or unless the required taxpayer identification information is or has previously been provided to the Fund or the Depositary. Certain withholdings may also apply with respect to payments to non-U.S. shareholders. See Instruction 11 of the Letter of Transmittal. The Offer is not being made to (nor will tenders be accepted from or on behalf of) shareholders in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Fund by one or more registered brokers or dealers licensed under the laws of that jurisdiction. Additional copies of the enclosed material may be obtained from Georgeson Shareholder Communications Inc., the Information Agent, in the manner indicated in the Offer to Purchase. Any questions you have with respect to the Offer should be directed to the Information Agent at (800) 223-2064. Very truly yours, The Italy Fund Inc. NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS THE AGENT OF EITHER THE FUND OR THE DEPOSITARY OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS WITH RESPECT TO THE OFFER, OTHER THAN THE STATEMENTS SPECIFICALLY SET FORTH IN THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL, OR TO DISTRIBUTE ANY MATERIAL WITH RESPECT TO THE OFFER OTHER THAN AS SPECIFICALLY AUTHORIZED HEREIN. EX-99.(A)(5) 6 dex99a5.txt LETTER TO CLIENTS OF BROKERS, DEALERS EXHIBIT (A)(5) Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees Regarding the Offer by THE ITALY FUND INC. To Purchase for Cash 1,691,573 of Its Issued and Outstanding Shares at 95% of Net Asset Value Per Share To Our Clients: Pursuant to your request, enclosed for your consideration are the Offer to Purchase dated June 20, 2001 of The Italy Fund Inc. (the "Fund") and the related Letter of Transmittal pursuant to which the Fund is offering to purchase 1,691,573 shares of its issued and outstanding common stock, par value $0.01 per share (the "Shares"), for cash at a price equal to 95% of their net asset value ("NAV") determined as of the close of the regular trading session of the New York Stock Exchange ("NYSE") on July 20, 2001, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 20, 2001 and the related Letter of Transmittal (which together with any amendments or supplements thereto collectively constitute the "Offer"). THE OFFER EXPIRES AT 12:00 MIDNIGHT EASTERN TIME ON JULY 19, 2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). If the Offer is extended beyond July 19, 2001, the purchase price for Shares will be 95% of their NAV determined as of the close of the regular trading session of the NYSE on the next business day after the new Expiration Date, as extended. The Offer is being made to fulfill an undertaking made in connection with the initial public offering of the Shares. Information regarding this undertaking, as well as information regarding possible future tender offers by the Fund, is set forth in the Offer to Purchase. The Offer to Purchase and the Letter of Transmittal are being forwarded to you as the beneficial owner of Shares held by us for your account but not registered in your name. We are sending you the Letter of Transmittal for your information only; you cannot use it to tender Shares we hold for your account. A tender of such Shares can be made only by us as the holder of record and only pursuant to your instructions. Your attention is called to the following: 1. Unless extended, the Offer expires at 12:00 Midnight Eastern Time on July 19, 2001 and withdrawal rights expire at 12:00 Midnight Eastern Time on July 19, 2001. 2. The Offer is subject to certain conditions set forth in the Offer to Purchase. Under certain circumstances, the Fund will not be required to accept for payment, purchase or pay for any Shares tendered, and the Fund may also amend, extend or terminate the Offer. 3. If more than 1,691,573 Shares are duly tendered (and not timely withdrawn), the Fund will purchase Shares from tendering shareholders, in accordance with the terms and subject to the conditions specified in the Offer to Purchase, on a pro rata basis (disregarding fractions) in accordance with the number of Shares duly tendered by each shareholder during the period the Offer is open and not timely withdrawn), unless the Fund determines not to purchase any Shares. IF YOU WISH TO HAVE US TENDER YOUR SHARES, PLEASE SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM ON THE REVERSE SIDE HEREOF. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION OF THE OFFER. THE OFFER EXPIRES AT 12:00 MIDNIGHT EASTERN TIME ON JULY 19, 2001, UNLESS EXTENDED. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the Offer or its acceptance would violate the laws of such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Fund by one or more registered brokers or dealers licensed under the laws of that jurisdiction. Very truly yours, The Italy Fund Inc. 2 EX-99.(A)(6) 7 dex99a6.txt PRESS RELEASE DATED MAY 10, 2001 Exhibit (a)(6) THE ITALY FUND INC. ANNOUNCES TENDER OFFER NEW YORK, May 10 PRNewswire/--The Board of Directors of The Italy Fund Inc. (NYSE: ITA) approved yesterday a tender offer expected to be conducted during June and July of this year as part of the efforts of the Board of Directors and Management the Fund to enhance shareholder value. Under the terms approved by the Fund's Board, the Fund will, pursuant to due notification, commence a tender offer for up to 1,691,573 shares, which represents 25% of its issued and outstanding shares of common stock. The offer will be for cash at a price equal to 95% of the net asset value ("NAV") per share determined as of the close of the regular trading session of the New York Stock Exchange, the principal market in which the shares are traded, on the day after the date the offer expires. The terms and conditions of the offer will be set forth in the Fund's Offer to Purchase and the related Letter of Transmittal. The Italy Fund Inc., a non-diversified investment company, is managed by Smith Barney Fund Management LLC, a wholly owned subsidiary of Salomon Smith Barney Holdings Inc., and is listed on the New York Stock Exchange under the symbol "ITA." EX-99.(A)(7) 8 dex99a7.txt PRESS RELEASE DATED JUNE 20, 2001 EXHIBIT (a)(7) The Italy Fund Inc. Initiates Tender Offer FOR IMMEDIATE RELEASE Business Editors NEW YORK -- (PR Newswire) -- June 20, 2001 -- The Italy Fund Inc. (NYSE: ITA) initiated today a previously announced tender offer for shares of the Fund. The tender offer reflects the most current effort of the Board of Directors and Management of the Fund to enhance shareholder value. As described in the Fund's Offer to Purchase and the related Letter of Transmittal mailed today, the Fund has commenced a tender offer for up to 1,691,573 shares, which represents 25% of its issued and outstanding shares of common stock. July 19, 2001 has been set as the termination date for the tender offer. The offer is for cash at a price equal to 95% of the net asset value ("NAV") per share determined as of the close of the regular trading session of the New York Stock Exchange, the principal market in which the shares are traded, on July 20, 2001, the day after the offer expires. During the period of the Offer, current NAV quotations can be obtained from Georgeson Shareholder Communications Inc., the Information Agent, by calling (800) 223-2064 between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time, Monday through Friday (except holidays). The Italy Fund Inc., a non-diversified investment management company, is managed by Smith Barney Fund Management LLC, a wholly owned subsidiary of Salomon Smith Barney Holdings Inc., and is listed on the New York Stock Exchange under the symbol "ITA." Contact: Brenda Grandell Director, Closed-End Funds 212-783-3471 EX-99.(A)(8) 9 dex99a8.txt LETTER TO SHAREHOLDERS DATED AUGUST 7, 2001 EXHIBIT (A)(8) THE ITALY FUND INC. 7 World Trade Center, New York, NY 10048 June 20, 2001 Dear Shareholder: The Italy Fund Inc. (the ''Fund'') is offering to purchase up to 1,691,573 of its issued and outstanding shares of common stock at a price equal to 95% of the net asset value per share determined as of the close of the regular trading session of the New York Stock Exchange on the day after the date the offer expires (the ''Offer''). The Offer is explained in detail in the enclosed Offer to Purchase and Letter of Transmittal. If you wish to tender your shares, instructions on how to tender shares are provided in the enclosed materials. I encourage you to read these material carefully before making any decision with respect to the Offer. Neither the Fund nor its Board of Directors makes any recommendation to any shareholder on whether to tender any or all shares. Please note that the Offer is scheduled to expire at 12:00 Midnight Eastern Time on July 19, 2001, unless extended by the Fund. Questions regarding the Offer should be directed to Georgeson Shareholder Communications Inc. at (800) 223-2064. Sincerely, /s/ Heath B. McLendon Heath B. McLendon Chairman of the Board of Directors EX-99.(A)(9) 10 dex99a9.txt GUIDELINES FOR CERTIFICATE OF TAXPAYERS Exhibit a (9) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Name and Identification Number to Give the Payor.--The taxpayer identification number for an individual is the individual's social security number. Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. The taxpayer identification number for an entity is the entity's employer identification number. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payor.
------------------------------------------------------------------------------- Give the Name and Taxpayer Identification For this type of account: number of-- ------------------------------------------------------------------------------- 1. An individual's account The individual 2. Two or more individuals (joint account) The actual owner of the account or, if combined funds, any one of the individuals(1) 3. Husband and wife (joint account) The actual owner of the account or, if joint funds, either person(1) 4. Custodian account of a minor (Uniform The minor(2) Gift to Minors Act) 5. Adult and minor (joint account) The adult or, if the minor is the only contributor, the minor(1) 6. Account in the name of guardian or The ward, minor, or committee for a designated ward, minor, incompetent person(3) or incompetent person 7. a.The usual revocable savings trust The grantor-trustee(1) account (grantor is also trustee) b.So-called trust account that is not a The actual owner(1) legal or valid trust under State law 8. Sole proprietorship account The owner(4) - --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- Give the Name and Taxpayer Identification For this type of account: number of-- - -------------------------------------------------------------------------------- 9. A valid trust, estate, or pension trust The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(5) 10. Corporate account The corporation 11. Association, club, religious, charitable, The organization or educational or other tax-exempt organization account 12. Partnership account The partnership 13. A broker or registered nominee The broker or nominee 14. Account with the Department of The public entity Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments - --------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) Show the name of the owner. (5) List first and circle the name of the legal trust, estate, or pension trust. Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Obtaining a Number If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the "IRS") and apply for a number. To complete the Substitute Form W-9, if you do not have a taxpayer identification number, write "Applied For" in the space for the taxpayer identification number in Part 1, sign and date the Form, and give it to the requester. Generally, you will then have 60 days to obtain a taxpayer identification number and furnish it to the requester. If the requester does not receive your taxpayer identification number within 60 days, backup withholding, if applicable, will begin and will continue until you furnish your taxpayer identification number to the requester. Payees Exempt from Backup Withholding Payees specifically exempted from backup withholding on ALL broker transactions and interest and dividend payments include the following: . A corporation. . A financial institution. . An organization exempt from tax under section 501(a) of the Internal Revenue Code of 1986, as amended (the "Code"), or an individual retirement plan or a custodial account under Section 403(b)(7). . The United States or any agency or instrumentality thereof. . A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof. . An international organization or any agency, or instrumentality thereof. . A dealer in securities or commodities required to register in the U.S. or a possession of the U.S. . A real estate investment trust. . A common trust fund operated by a bank under section 584(a) of the Code. . An entity registered at all times under the Investment Company Act of 1940. . A foreign central bank of issue. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: . Payments to nonresident aliens subject to withholding under section 1441. . Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident alien partner. . Payments of patronage dividends not paid in money. . Payments made by certain foreign organizations. . Payments made to a nominee. Payments made to a nominee. Payments of interests not generally subject to backup withholding include the following: . Payments of interest on obligations issued by individuals. . Payments of tax-exempt interest (including exempt-interest dividends under section 852 of the Code). . Payments described in Code section 6049(b)(5) of nonresident aliens. . Payments on tax-free covenant bonds under section 1451 of the Code. . Payments made by certain foreign organizations. . Payments made to a nominee. Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. ENTER YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. Privacy Act Notice.--Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. Penalties (1) Penalty for Failure to Furnish Taxpayer Identification Number.--If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) Civil Penalty for False Information With Respect To Withholding.--If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) Criminal Penalty for Falsifying Information.--Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. -----END PRIVACY-ENHANCED MESSAGE-----