As filed with the Securities and Exchange Commission on April 3, 2014
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) 296-6969
Joseph C. Benedetti, Esq.
522 Fifth Avenue
New York, New York 10036
(Name and Address of Agent for Service)
Copy to:
Carl Frischling, Esq. |
|
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
Transaction Valuation |
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Amount Of Filing Fee |
$62,552,525(a) |
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$8,057(b) |
(a) |
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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 3,502,381 shares of common stock of the Fund (20% of the total number of shares outstanding on March 3, 2014) by $17.86 (98.5% of the net asset value per share of $18.13 as of the close of regular trading on the New York Stock Exchange on March 3, 2014). |
(b) |
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Calculated at $128.80 per $1,000,000 of the Transaction Value. |
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x |
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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: 8,057 |
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Filing Party: Morgan Stanley Asia-Pacific Fund, Inc. |
Form or Registration No.: Schedule TO |
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Date Filed: March 6, 2014 |
o |
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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 |
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third party tender offer subject to Rule 14d-1. |
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x |
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issuer tender offer subject to Rule 13e-4. |
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o |
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going-private transaction subject to Rule 13e-3. |
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o |
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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. 1 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 March 6, 2014 to add an additional exhibit in accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended.
The information in the Issuer Tender Offer Statement and the related Letter of Transmittal is incorporated herein by reference in answer to Items 1 through 11 required to be disclosed in this Schedule TO.
Item 12. Exhibits.
(a)(1)(i) |
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Issuer Tender Offer Statement, dated March 6, 2014.* |
(a)(1)(ii) |
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Form of Letter of Transmittal.* |
(a)(1)(iii) |
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Form of Notice of Guaranteed Delivery.* |
(a)(1)(iv) |
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
(a)(1)(v) |
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Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
(a)(1)(vi) |
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Form of Letter to Stockholders.* |
(a)(2) |
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None. |
(a)(5) |
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Text of press release dated and issued on March 6, 2014.* |
(a)(6) |
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Text of press release dated and issued on April 3, 2014. (filed herewith) |
(b) |
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None. |
(d) |
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None. |
(g) |
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None. |
* Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on March 6, 2014.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
Exhibit 99.(a)(6)
Morgan Stanley Asia-Pacific Fund, Inc. Announces
Preliminary Results of Tender Offer
(For Immediate Release)
NEW YORK, April 3, 2014 Morgan Stanley Asia-Pacific Fund, Inc. (NYSE: APF) (the Fund) announced today that the Funds tender offer for 3,502,381 of its issued and outstanding shares of common stock, representing approximately 20 percent of the Funds outstanding shares, expired at 11:59 p.m., New York time, on April 2, 2014.
Based upon current information, approximately 11,729,770 shares were tendered, including shares tendered pursuant to notices of guaranteed delivery. Based on this preliminary information, the pro-ration for each tendering stockholder is estimated to be 29.86 percent of the shares properly tendered. These numbers are subject to adjustment and should not be regarded as final. The actual number of shares to be purchased will be announced at a later date. Management of the Fund anticipates acceptance on April 9, 2014, of 3,502,381 shares properly tendered and that payment for such shares will be made on or about April 10, 2014. The purchase price of properly tendered shares is equal to 98.5 percent of the net asset value per share determined as of the close of the regular trading session of the New York Stock Exchange (NYSE) on April 3, 2014.
For further information, please contact Georgeson Inc., the Funds Information Agent, at 1-888-654-1722.
Morgan Stanley Investment Management, together with its investment advisory affiliates, has over 550 investment professionals around the world and $373 billion in assets under management or supervision as of December 31, 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 Firms 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.
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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.