As filed with the Securities and Exchange Commission on June 21, 2012
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
Morgan Stanley Asia-Pacific Fund, Inc.
(Name of Subject Company [Issuer])
Morgan Stanley Asia-Pacific Fund, Inc.
(Name of Filing Persons)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
61744U106
(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:
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Carl Frischling, Esq. |
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Stuart M. Strauss, Esq. |
(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
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Transaction Valuation |
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Amount Of Filing Fee |
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$15,527,585 (a) |
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$1,780 (b) |
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(a) |
Estimated for purposes of calculating the amount of the filing fee only. Pursuant to Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, the Transaction Value was calculated by multiplying 1,030,364 shares of common stock of the Fund (5% of the total number of shares outstanding on May 11, 2012) by $15.07 (98% of the net asset value per share of $15.38 as of the close of ordinary trading on the New York Stock Exchange on May 11, 2012). |
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(b) |
Calculated at $114.60 per $1,000,000 of the Transaction Value. |
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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. |
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Amount Previously Paid: |
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$1,780 |
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Filing Party: |
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Morgan Stanley Asia-Pacific Fund, Inc. |
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Form or Registration No.: |
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Schedule TO |
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Date Filed: |
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May 17, 2012 |
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o |
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:
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o |
third party tender offer subject to Rule 14d-1. |
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x |
issuer tender offer subject to Rule 13e-4. |
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o |
going-private transaction subject to Rule 13e-3. |
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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
Introductory Statement
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed by Morgan Stanley Asia-Pacific Fund, Inc. (the “Fund”) with the Securities and Exchange Commission (the “Commission”) on May 17, 2012 to add an additional exhibit in accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended.
Item 12. Exhibits.
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(a)(1)(i) |
Issuer Tender Offer Statement, dated May 17, 2012.* |
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(a)(1)(ii) |
Form of Letter of Transmittal.* |
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(a)(1)(iii) |
Form of Notice of Guaranteed Delivery.* |
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(a)(1)(iv) |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
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(a)(1)(v) |
Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
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(a)(1)(vi) |
Form of Letter to Stockholders.* |
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(a)(2) |
None. |
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(a)(5) |
Text of press release dated and issued on May 17, 2012.* |
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(a)(6) |
Text of press release dated and issued on June 15, 2012. ** |
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(a)(7) |
Text of press release dated and issued on June 21, 2012. (filed herewith) |
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(b) |
None. |
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(d) |
None. |
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(g) |
None. |
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* |
Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on May 17, 2012. |
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** |
Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on June 15, 2012. |
Item 13. Information Required by Schedule 13E-3.
Not applicable.
Exhibit 99.(a)(7)
Morgan Stanley Asia-Pacific Fund, Inc. Announces
Final Results of Tender Offer
(For Immediate Release)
NEW YORK, June 21, 2012 – Morgan Stanley Asia-Pacific Fund, Inc. (NYSE: APF) (the “Fund”) announced today that, in accordance with its tender offer for up to 1,030,364 of its issued and outstanding shares of common stock, which expired on June 14, 2012, the Fund has accepted 1,030,364 shares for payment on June 22, 2012 at $14.64 per share, which is equal to 98 percent of the Fund’s net asset value per share as of the close of regular trading on the New York Stock Exchange on June 15, 2012. The 1,030,364 shares represent 5 percent of the Fund’s outstanding shares. A total of 11,105,882 shares were properly tendered and not withdrawn by June 14, 2012, the final date for withdrawals. Therefore, on a pro rata basis, after making the odd-lot adjustment, approximately 8.49 percent of the shares so tendered by each tendering stockholder have been accepted for payment.
Morgan Stanley Investment Management, together with its investment advisory affiliates, has approximately 620 investment professionals around the world and $304 billion in assets under management or supervision as of March 31, 2012. MSIM 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 1,300 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.
MORGAN STANLEY ASIA-PACIFIC FUND, INC.
522 Fifth Avenue
New York, NY 10036
June 21, 2012
VIA EDGAR
U.S. Securities and Exchange Commission
Judiciary Plaza
100 F Street, N.E.
Washington, D.C. 20549
Attention: Larry L. Greene, Senior Counsel, Division of Investment Management
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Re: |
Morgan Stanley Asia-Pacific Fund, Inc. |
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Final Results of Tender Offer |
Dear Mr. Greene:
On behalf of Morgan Stanley Asia-Pacific Fund, Inc., a Maryland corporation (the “Registrant”), transmitted herewith for filing with the Securities and Exchange Commission on Schedule TO-I/A under Rule 13e-4 of the Securities Exchange Act of 1934, as amended, is a final amendment reporting the results of the issuer tender offer which commenced on May 17, 2012.
No fees are required in connection with this filing. Should you have any questions regarding the foregoing matter, please do not hesitate to contact me at 212.296.6988 (tel) or 212.507.3954 (fax) or Allison M. Fumai of Dechert LLP at 212.698.3526 (tel) or 212.698.3599 (fax).
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Very truly yours, |
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/s/ Mary E. Mullin |
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Mary E. Mullin |
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Secretary |
Enclosures
cc: Stefanie V. Chang Yu