-----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, EVVuyqUwxHWSi/mc+iaMNHLlitw/HBmu7TqGdQUR1WdE859VpqaH/dpZqlfx07QH zgmuXcJjmqcNndowvN3nyA== 0000930413-01-000544.txt : 20010308 0000930413-01-000544.hdr.sgml : 20010308 ACCESSION NUMBER: 0000930413-01-000544 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010306 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRANCE GROWTH FUND INC CENTRAL INDEX KEY: 0000860743 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133560020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-42274 FILM NUMBER: 1562244 BUSINESS ADDRESS: STREET 1: 499 WASHINGTON BLVD 14TH FLOOR CITY: JERSEY CITY STATE: NJ ZIP: 07310 BUSINESS PHONE: 2013184144 MAIL ADDRESS: STREET 1: 499 WASHINGTON BLVD 14TH FLOOR CITY: JERSEY CITY STATE: NJ ZIP: 07310 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANCE GROWTH FUND INC CENTRAL INDEX KEY: 0000860743 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133560020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 499 WASHINGTON BLVD 14TH FLOOR CITY: JERSEY CITY STATE: NJ ZIP: 07310 BUSINESS PHONE: 2013184144 MAIL ADDRESS: STREET 1: 499 WASHINGTON BLVD 14TH FLOOR CITY: JERSEY CITY STATE: NJ ZIP: 07310 SC TO-I/A 1 0001.txt TENDER OFFER SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- SCHEDULE TO/A TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 THE FRANCE GROWTH FUND, INC. (Name of Subject Company (Issuer)) THE FRANCE GROWTH FUND, INC. (Name of Filing Persons (Offeror and Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 35177K108 CUSIP (CUSIP Number of Class of Securities) Steven M. Cancro, Esq. Vice President and Secretary The France Growth Fund, Inc. 666 Third Avenue New York, New York 10017-4011 (646) 658 - 3663 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) WITH A COPY TO: Ernest V. Klein, Esq. Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 (617) 526-6000 CALCULATION OF FILING FEE ================================================================================ TRANSACTION VALUATION AMOUNT OF FILING FEE - -------------------------------------------------------------------------------- $35,069,160(1) 7,013.83(2) ================================================================================ (1) For purposes of calculating fee only. This amount is based upon (a) the maximum number of Shares to be purchased pursuant to the Offer, 3,018,000, and (b) the price offered per Share (equal to a price of $11.62 which represents 98% of the net asset value per share of $11.86 on January 26, 2001). (2) The amount of the filing fee, calculated in accordance with Regulation 240.0-11 under the Securities Exchange Act of 1934, as amended, equals 1/50 of one percent of the Transaction Valuation. |X| 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: $7,013.83 Form or Registration No.: Schedule TO Filing Party: The France Growth Fund, Inc. Date Filed: January 31, 2001 |_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |_| Check the appropriate boxes below to designate any transactions to which the statement relates: |_| third-party tender offer subject to Rule 14d-1. |X| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |_| amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: |X| -2- INTRODUCTORY STATEMENT This Amendment No. 2 amends and supplements the Issuer Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on January 31, 2001 and as amended on March 1, 2001 (as so amended, the "Schedule TO"). The Schedule TO relates to an offer by The France Growth Fund, Inc., a Maryland corporation (the "Fund"), to purchase for cash up to 3,018,000 of the Fund's issued and outstanding shares of common stock, par value $0.01 per share (the "Shares"), upon the terms and subject to the conditions contained in the Offer to Purchase, dated January 31, 2001, and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Copies of the Offer to Purchase and Letter of Transmittal are attached hereto as Exhibit 12(a)(1)(i) and Exhibit 12(a)(1)(ii), respectively. Except as expressly noted below, the disclosure in the Offer to Purchase that was incorporated by reference into the Schedule TO in response to the items referenced below continues to be incorporated by reference into the Schedule TO. ITEMS 1 THROUGH 9 AND ITEM 11. Items 1 through 9 and Item 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding thereto the following: The Fund has accepted 3,018,000 shares of common stock of the Fund for payment in accordance with its tender offer for up to 3,018,000 of its issued and outstanding shares of common stock. The tender offer expired at 12:00 midnight Eastern time on February 28, 2001. The purchase price for properly tendered shares is $10.6624 per share, which represents 98% of the net asset value per share as of the close of the regular trading session of the New York Stock Exchange on February 28, 2001. A total of 11,729,545.6049 shares were properly tendered. On a pro-rata basis, 26% (with full precision 25.63230767%) of the shares so tendered by each tendering shareholder have been accepted for payment. Payment for the properly tendered shares will be made on March 9, 2001. ITEM 12. On March 6, 2001, the Fund issued the press release filed as Exhibit 12(a)(9) hereto relating to the expiration of the Offer. The information contained in the press release is incorporated by reference into this Schedule TO. -3- SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. THE FRANCE GROWTH FUND, INC. /S/ STEVEN M. CANCRO --------------------- Name: Steven M. Cancro Title: Vice President and Secretary of the Fund Dated: March 6, 2001 -4- EXHIBIT INDEX EXHIBIT DESCRIPTION 12(a)(1)(i)* Offer to Purchase, dated January 31, 2001. 12(a)(1)(ii)* Form of Letter of Transmittal. 12(a)(1)(iii) * Form of Notice of Guaranteed Delivery. 12(a)(1)(iv)* Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. 12(a)(1)(v)* Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. 12(a)(6)* Press release issued on December 18, 2000. 12(a)(7)* Press release dated January 31, 2001. 12(a)(8)* Press release dated March 1, 2001. 12(a)(9) Press release dated March 6, 2001. 12(d)* Memorandum of Understanding between the Fund and Bankgesellschaft Berlin AG dated January 30, 2001. - ------------------------------ * Previously filed. -5- EX-12.(A)(9) 2 0002.txt PRESS RELEASE THE FRANCE GROWTH FUND, INC. 666 THIRD AVENUE NEW YORK, NEW YORK 10017 DATE: March 6, 2001 CONTACT: Steven M. Cancro, Esq. Vice President and Secretary (646) 658 - 3663 The France Growth Fund, Inc. (the "Fund") (NYSE: FRF) announced today that it has accepted 3,018,000 shares of common stock of the Fund for payment in accordance with its tender offer for up to 3,018,000 of its issued and outstanding shares of common stock. The tender offer expired at 12:00 midnight Eastern time on February 28, 2001. The purchase price for properly tendered shares is $10.6624 per share, which represents 98% of the net asset value per share as of the close of the regular trading session of the New York Stock Exchange on February 28, 2001. A total of 11,729,545.6049 shares were properly tendered. On a pro-rata basis, 26% (with full precision 25.63230767%) of the shares so tendered by each tendering shareholder have been accepted for payment. Payable date for the properly tendered shares will be March 9, 2001. The France Growth Fund with assets of approximately $165 million is a closed-end fund listed on The New York Stock Exchange. The Fund is a diversified, closed-end management investment company the objective of which is long-term capital appreciation through investment primarily in French equity securities. The Fund's investment adviser is Indocam International Investment Services, which is part of the Indocam Asset Management Group, an indirect wholly-owned subsidiary of the Credit Agricole Group.Stockholders can call or write Mr. Cancro at the number or address listed above. -----END PRIVACY-ENHANCED MESSAGE-----