-----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, LhCljZoSH6jyIeMynIvXhyOR823+NZ6XBJtrm0XkSvgFaCHS4PQ+k0M/5s93qE9L nZ8D7AOwheTjn69csdduYA== 0000930413-02-002049.txt : 20020620 0000930413-02-002049.hdr.sgml : 20020620 20020619171541 ACCESSION NUMBER: 0000930413-02-002049 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020619 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRANCE GROWTH FUND INC CENTRAL INDEX KEY: 0000860743 IRS NUMBER: 133560020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-42274 FILM NUMBER: 02682557 BUSINESS ADDRESS: STREET 1: 499 WASHINGTON BLVD 14TH FLOOR STREET 2: C/O MITCHELL HUTCHINS ASSET MANAGEMENT CITY: JERSEY CITY STATE: NJ ZIP: 07310 BUSINESS PHONE: 2013184144 MAIL ADDRESS: STREET 1: 499 WASHINGTON BLVD 14TH FLOOR STREET 2: 37TH FL 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-C BUSINESS ADDRESS: STREET 1: 499 WASHINGTON BLVD 14TH FLOOR STREET 2: C/O MITCHELL HUTCHINS ASSET MANAGEMENT CITY: JERSEY CITY STATE: NJ ZIP: 07310 BUSINESS PHONE: 2013184144 MAIL ADDRESS: STREET 1: 499 WASHINGTON BLVD 14TH FLOOR STREET 2: 37TH FL CITY: JERSEY CITY STATE: NJ ZIP: 07310 SC TO-C 1 c24782_tot.txt WRITTEN COMMUNICATION RELATING TO THE ISSUER 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 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 3rd Avenue New York, NY 10019 (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(1) Amount of Filing Fee(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 and (b) the price offered per Share. (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. |_| 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. |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: |_| 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: |_| -2- THE FRANCE GROWTH FUND, INC. 666 Third Avenue New York, New York 10017 Date: June 18, 2002 The Board of Directors of the France Growth Fund, Inc. (the "Fund") announced today the preliminary results of the Fund's annual meeting of stockholders. Based upon these results, John Bult, Serge Demoliere, Michel Longchampt and Michel Rapaccioli were re-elected to the Board to serve for a three-year term expiring at the 2005 annual meeting. The Fund will issue a press release announcing the final voting results with respect to the election of directors and the stockholder proposal as soon as they are available. The meeting with respect to the proposals relating to the change in the Fund to a European multi-strategy, multi-manager investment program was adjourned until Friday, June 21, 2002 at 2:00 p.m. at the office of Credit Agricole Indosuez, 666 Third Avenue, New York, NY 10017. Mr. Arvis, the Chairman of the Board, commented that "our stockholders have indicated their strong support in favor of the proposed new investment program, but a sufficient number of shares have not yet voted to satisfy the more stringent requirements of the Investment Company Act. We have adjourned the meeting for a period of time to solicit additional votes on these proposals." The Board also announced actions that it had taken at a meeting following the annual meeting of shareholders. At that meeting, the Board unanimously voted to conduct a tender offer for up to 25% of its common stock at a discount of 5% to its NAV, conditioned upon stockholder approval of all of the proposals relating to the new investment program. If the proposals are approved, the tender offer would be conducted as soon as practicable, subject to terms determined by the Board's Investment and Strategy Committee. The France Growth Fund, Inc. (NYSE: FRF) is a closed-end, diversified management investment company seeking long-term capital appreciation through investment in French equity securities. The Fund maintains a website at WWW.FRANCEGROWTHFUND.COM. CAAM, the Fund's investment adviser, is an indirect wholly-owned subsidiary of the Credit Agricole Group. OTHER IMPORTANT INFORMATION. The tender offer described in this announcement has not yet commenced. As soon as the tender offer commences, the Fund will file a tender offer statement with the Securities and Exchange Commission (the "Commission"). Stockholders should read the tender offer statement when it becomes available because it will contain important information about the tender offer. Stockholders can obtain a tender offer statement, and other documents that are filed with the Commission for free when they are available on the Commission's Web site at http://www.sec.gov. Also, stockholders may write or call the Fund requesting these documents which the Fund will send to them for free when they are available: - -- Tender offer statement (except for exhibits) - -- Offer to purchase - -- Letter of transmittal - -- Notice of guaranteed delivery Stockholders can call or write Mr. Cancro at the number or address listed below. CONTACT: The France Growth Fund, New York Steven Cancro, 646/658-3663 -----END PRIVACY-ENHANCED MESSAGE-----