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As filed with the Securities and Exchange Commission on August 7, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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The Italy Fund Inc.
(Name of Subject Company (issuer))
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<S> <C> <C>
The Italy Fund Inc. Common Stock, Par Value $.01 Per Share 465395101
(Names of Filing Persons (Title of Class of Securities) (CUSIP Number of
(offerer and issuer)) Class of Securities)
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Christina T. Sydor, Esq.
Secretary
The Italy Fund Inc.
388 Greenwich Street
New York, New York 10013
(212) 816-6474
(Name, address, and telephone number of person authorized to receive
notices and communications on behalf of filing persons)
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With a copy to:
Burton M. Leibert, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue New
York, New York 10019-
6099
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CALCULATION OF FILING FEE
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<CAPTION>
Transaction Valuation Amount of Filing Fee
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<S> <C>
$40,660,156(a) $8,132(b)
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(a) Calculated as the aggregate maximum purchase price to be paid for
2,012,879 shares in the offer, based upon a price per share of $20.20,
which represents 98% of the net asset value per share at July 31, 2000.
(b) Calculated as 1/50th of 1% of the Transaction Valuation.
[_]Check the box if any part of the fee is offset as provided by Rule O-
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:
Form or Registration No.
Filing Party:
Date Filed:
[_]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: [_]
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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 Italy Fund Inc.
By: /s/ Heath B. McLendon
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Name: Heath B. McLendon
Title: Chairman of the Board of Directors
Dated: August 7, 2000
<PAGE>
Introductory Statement
This Tender Offer Statement on Schedule TO relates to an offer by The Italy
Fund Inc., a Maryland corporation (the "Fund"), to purchase for cash up to
2,012,879 of the Fund's issued and outstanding shares of Common Stock, par
value $0.01 per share, upon the terms and subject to the conditions contained
in the Offer to Purchase dated August 7, 2000 and the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer") and are filed as exhibits to this
Schedule TO.
The information set forth in the Offer to Purchase and the related Letter of
Transmittal is incorporated herein by reference in answer to the items
required to be disclosed in this Schedule TO.
Item 12. Exhibits.
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<C> <S>
(a)(1) Offer to Purchase, dated August 7, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(5) Form of Letter to Clients of Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(6) Text of press release issued by the Fund dated July 6, 2000.
(a)(7) Text of letter to shareholders of the Fund dated August 7, 2000, from
Heath B. McLendon, Chairman of the Board and Chief Executive Officer.
(a)(8) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(b)--(h) Not applicable.
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Item 13. Information Required by Schedule 13E-3.
Not applicable.
