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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d) (1) or 13(e) (1)
of the Securities Exchange Act of 1934
(Amendment No. )*
THE ASIA PACIFIC FUND, INC.
(Name of Subject Company (issuer))
THE ASIA PACIFIC FUND, INC.
(Names of Filing Persons (offerer and issuer))
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
044901106
(CUSIP Number of Class of Securities)
Deborah A. Docs
The Asia Pacific Fund, Inc.
Gateway Center Three
Newark, New Jersey 07102-4077
(Name, address, and telephone number of person authorized to receive
notices and communications on behalf of filing persons)
copy to:
Earl D. Weiner
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Calculation of Filing Fee
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Transaction Valuation Amount of Filing Fee
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$28,159,496 (a)....................................................$5,631.90 (b)
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(a) Calculated as the aggregate maximum purchase price to be paid for 2,731,280
shares in the offer, based upon a price of $10.31 (90% of the net asset
value per share of $11.46 at November 3, 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: Not Applicable
Form or Registration No.: Not Applicable
Filing Party: Not Applicable
Date Filed: Not Applicable
[__] 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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Introductory Statement
This Issuer Tender Offer Statement on Schedule TO relates to an offer by
The Asia Pacific Fund, Inc., a Maryland corporation (the "Fund"), to purchase
for cash up to 15% of its outstanding shares, or 2,731, 280 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
November 10, 2000 and the related Letter of Transmittal and are filed as
exhibits to this Schedule TO.
This Issuer Tender Offer Statement on Schedule TO is being filed in
satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under
the Securities Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the related Letter of
Transmittal is incorporated herein by reference in answer to Items 1 through 11
of this Issuer Tender Offer Statement on Schedule TO.
Item 12. Exhibits.
(a) (1) (i) Offer to Purchase, dated November 10, 2000.
(a) (1) (ii) Form of Letter of Transmittal.
(a) (1) (iii) Form of Notice of Guaranteed Delivery.
(a) (1) (iv) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a) (1) (v) Form of Letter to Clients of Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a) (1) (vi) Form of Letter to Stockholders.
(a)(1)(vii) Summary Publication
(a) (2) None.
(a) (3) Not Applicable.
(a) (4) Not Applicable.
(a) (5) None.
(b) Loan Agreement with Deutsche Bank A.G., New York and/or
Cayman Islands Branch dated October 26, 1993, First
Amendment dated March 10, 1994 and Second Amendment
dated July 31, 1996.
(d) None.
(g) None.
(h) None.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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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 Asia Pacific Fund, Inc.
/s/ Robert F. Gunia
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Name: Robert F. Gunia
Title: Vice President and Treasurer
Dated: November 10, 2000
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EXHIBIT INDEX
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EXHIBIT NO. EXHIBIT EXHIBIT NO.
DESCRIPTION IN FILING
<S> <C> <C>
(a)(1)(i) Offer to Purchase, dated November 10, 2000. 99.(a)(1)(i)
(a)(1)(ii) Form of Letter of Transmittal. 99.(a)(1)(ii)
(a)(1)(iii) Form of Notice of Guaranteed Delivery. 99.(a)(1)(iii)
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial 99.(a)(1)(iv)
Banks, Trust Companies and Other Nominees.
(a)(1)(v) Form of Letter to Clients of Brokers, Dealers, 99.(a)(1)(v)
Commercial Banks, Trust Companies and Other
Nominees.
(a)(1)(vi) Form of Letter to Stockholders. 99.(a)(1)(vi)
(a)(1)(vii) Summary Publication 99.(a)(1)(vii)
(b) Loan Agreement with Deutsche Bank A.G., New York 99.(b)
and/or Cayman Islands Branch dated October 26,
1993, First Amendment dated March 10, 1994 and
Second Amendment dated July 31, 1996.
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