0001104659-13-073928.txt : 20131003 0001104659-13-073928.hdr.sgml : 20131003 20131003171458 ACCESSION NUMBER: 0001104659-13-073928 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131003 DATE AS OF CHANGE: 20131003 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TURKISH INVESTMENT FUND, INC. CENTRAL INDEX KEY: 0000856218 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-42194 FILM NUMBER: 131134598 BUSINESS ADDRESS: STREET 1: 73 TREMONT STREET STREET 2: 8TH FLOOR CITY: BOSTON STATE: MA ZIP: 02108-3913 BUSINESS PHONE: 212 296-6963 MAIL ADDRESS: STREET 1: 522 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: TURKISH INVESTMENT FUND INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TURKISH INVESTMENT FUND, INC. CENTRAL INDEX KEY: 0000856218 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 73 TREMONT STREET STREET 2: 8TH FLOOR CITY: BOSTON STATE: MA ZIP: 02108-3913 BUSINESS PHONE: 212 296-6963 MAIL ADDRESS: STREET 1: 522 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: TURKISH INVESTMENT FUND INC DATE OF NAME CHANGE: 19920703 SC TO-C 1 a13-21787_1sctoc.htm SC TO-C

 

As filed with the Securities and Exchange Commission on October 3, 2013

 

 

 

Securities and Exchange Commission

Washington, D.C. 20549

 

 

SCHEDULE TO

 

 

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

 

Turkish Investment Fund, Inc.

(Name of Subject Company [Issuer])

 

 

Turkish Investment Fund, Inc.

(Name of Filing Persons)

 

 

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

 

900145103

(CUSIP Number of Class of Securities)

 

522 Fifth Avenue
New York, New York 10036

(Address of Principal Executive Office)

 

Telephone Number, Including Area Code: (212) 296-6970

 

Stefanie V. Chang Yu, Esq.
522 Fifth Avenue
New York, New York 10036

(Name and Address of Agent for Service)

 

 

Copy to:

 

Carl Frischling, Esq.

Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036

 

Stuart M. Strauss, Esq.

Dechert LLP
1095 Avenue of the Americas
New York, New York 10036

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

 

 

Calculation of Filing Fee

 

Transaction Valuation*

 

Amount Of Filing Fee*

Not Applicable

 

Not Applicable

 

*

No filing fee is required because this filing includes only preliminary communications made before the commencement of a tender offer.

 

o

Check the box if any part of the fee is offset as provided by Rule 0-11(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:

Not Applicable

 

Filing Party:

Not Applicable

Form or Registration No.:

Not Applicable

 

Date Filed:

Not Applicable

 

x

 

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:

 

o

third party tender offer subject to Rule 14d-1.

 

 

x

issuer tender offer subject to Rule 13e-4.

 

 

o

going-private transaction subject to Rule 13e-3.

 

 

o

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.   o

 

 

 


 

Turkish Investment Fund, Inc. Announces

Tender Offer

(For Immediate Release)

 

NEW YORK, October 3, 2013 — Turkish Investment Fund, Inc. (NYSE: TKF) (the “Fund”) announced today that its Board of Directors has approved a tender offer to acquire in exchange for cash up to 10 percent of the Fund’s outstanding shares at a price equal to 98.5 percent of the Fund’s net asset value per share as of the close of regular trading on the New York Stock Exchange (“NYSE”) on the business day immediately following the day the offer expires (the “Tender Offer”).  The Tender Offer will commence on or about October 21, 2013.

 

Additional terms and conditions of the Tender Offer will be set forth in its offering materials, which will be distributed to the Fund’s stockholders.  If more than 10 percent of the Fund’s outstanding shares are tendered, the Fund will purchase its shares from tendering stockholders on a pro rata basis at a price of 98.5 percent of the Fund’s net asset value per share.  If the Fund’s shares trade at a premium, the Tender Offer will not be conducted.

 

Morgan Stanley Investment Management, together with its investment advisory affiliates, has over 550 investment professionals around the world and $347 billion in assets under management or supervision as of June 30, 2013.  Morgan Stanley Investment Management strives to provide outstanding long-term investment performance, service and a comprehensive suite of investment management solutions to a diverse client base, which includes governments, institutions, corporations and individuals worldwide.

 

Morgan Stanley is a leading global financial services firm providing a wide range of investment banking, securities, investment management and wealth management services.  The Firm’s employees serve clients worldwide including corporations, governments, institutions and individuals from more than 1,200 offices in 43 countries.  For further information about Morgan Stanley, please visit www.morganstanley.com.

 

# # #

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful under the securities laws of any such state.

 

Investing involves risk and it is possible to lose money on any investment in the Fund.