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As filed with the Securities and Exchange Commission on October 14, 1998
Investment Company Act File no. 811-5304
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No. 1)
SCUDDER SPAIN AND PORTUGAL FUND, INC.
(Name of Issuer)
SCUDDER SPAIN AND PORTUGAL FUND, INC.
(Name of Person(s) Filing Statement)
SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
320532104
(CUSIP Number of Class of Securities)
Bruce H. Goldfarb, Esq.
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, NY 10154
(212) 336-4654
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
With Copies to:
Robert W. Helm, Esq.
Dechert Price & Rhoads
1775 Eye Street, N.W.
WASHINGTON, D.C. 20006
(202) 261-3300
October 14, 1998
(Date of Amendment)
CALCULATION OF FILING FEE
Transaction Amount of
Valuation (a): $76,302,578 Filing Fee (b): $15,510.17
(a) Calculated as the aggregate maximum purchase price to be paid for
shares in the offer, based upon the average of the high and low prices
reported as of August 28, 1998.
(b) Calculated as 1/50th of 1% of the Transaction Valuation.
[x] Check 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: $15,261.00
Form or Registration No.: Schedule 13E-4
Filing Party: Scudder Spain and Portugal Fund, Inc.
Date Filed: September 2, 1998
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This Amendment No. 1 to the Issuer's Tender Offer Statement on Schedule
13E-4 of Scudder Spain and Portugal Fund, Inc. (the "Fund") relating to an offer
to its shareholders of the right to demand the repurchase of their shares
("Redemption Right") in the amount of up to 4,883,365 of the 6,511,154
outstanding shares of its common stock, par value $.01 per share (the "Shares"),
in exchange for a pro rata portion of each of the securities (other than
short-term fixed income securities with maturities of less than one year,
securities with transfer restrictions or certain illiquid securities) held in
the Fund's investment portfolio ("Portfolio Securities") on the Valuation Date,
subject to adjustment for fractional shares, and originally filed with the
Securities and Exchange Commission on September 2, 1998, constitutes the final
amendment pursuant to Rule 13e-4(c)(3) under the Securities and Exchange Act of
1934 (the "Exchange Act") and General Instruction D of Schedule 13E-4.
The Redemption Right terminated at 5:00 P.M., Eastern time, on
September 30, 1998 (the "Expiration Date"). Pursuant to the Redemption Right,
5,003,554.154 Shares were presented for redemption, all of which were accepted
by the Fund for repurchase at a net asset value of $12.11 per Share, as
determined as of the close of the New York Stock Exchange on the Valuation Date,
for an aggregate price of $60,569,565.92. Although the Shares accepted for
redemption constitute a number greater than the number of Shares which were
initially permitted to be presented for redemption, pursuant to an exception in
the Redemption Right Statement and under Rule 14e-1(b) of the Securities
Exchange Act of 1934, the Fund is permitted, and has determined, to accept all
of the Shares that were presented for redemption since the number accepted is
not greater than 2% of the Fund's outstanding securities.
Item 9. Material to Be Filed as Exhibits:
The following materials are hereby filed as additional
Exhibits to the Schedule 13E-4.
(a) (1) Text of Press Release Announcing Preliminary Results
dated October 1, 1998.
(2) Text of Completion Press Release dated
October 14, 1998.
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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.
SCUDDER SPAIN AND PORTUGAL FUND, INC.
/s/ Bruce H. Goldfarb, Esq.
Vice President
Date: October 14, 1998
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Exhibit Index
(a) (1) Text of Press Release Announcing Preliminary Results
dated October 1, 1998.
(2) Text of Completion Press Release dated
October 14, 1998.
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EXHIBIT (a)(1)
SCUDDER SPAIN AND PORTUGAL FUND, INC.
345 PARK AVENUE
NEW YORK, NEW YORK 10154
TEL: 212-326-6753
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FOR IMMEDIATE RELEASE:
SCUDDER SPAIN AND PORTUGAL FUND, INC.
ANNOUNCES PRELIMINARY RESULTS OF STOCKHOLDER
REDEMPTION RIGHT
New York, New York, October 1, 1998. SCUDDER SPAIN AND PORTUGAL FUND,
INC. (NEW YORK STOCK EXCHANGE: IBF), a closed-end management investment company
managed by Scudder Kemper Investments, Inc., announced today the Right to Demand
the Redemption of up to 4,883,365 shares of the Fund at net asset value (the
"Redemption Right") extended to all stockholders on September 2, 1998 expired at
5:00 p.m. New York time on September 30, 1998.
The Fund received requests for redemption for 5,005,154.154 shares,
which represents approximately 76.87% of the outstanding shares of the Fund.
Consistent with the terms of the Redemption Right, the Fund has determined to
exercise its discretion to accept all of the shares that were properly submitted
for redemption, assuming such shares do not exceed 77% of the Fund's outstanding
shares. If in excess of 77% of the Fund's shares have in fact been properly
submitted for redemption, the Fund would effect a pro-ration of all shares
submitted for redemption in excess of 77% in accordance with the terms of the
Redemption Right. These figures are based on preliminary results and are subject
to change.
Each stockholder participating in the Redemption Right will receive a
pro rata portion of Fund portfolio securities (other than short-term fixed
income securities with maturities less than one year, securities with transfer
restrictions and certain illiquid securities) and cash held by the Fund
("Portfolio Securities") equal to the net asset value of the shares accepted for
redemption determined as of the close of the regular trading session on the New
York Stock Exchange on October 1, 1998, subject to the terms and conditions of
the Redemption Right. The redemption proceeds of stockholders who opted for the
cash election will be liquidated by Scudder Investor Services, Inc. as
Liquidating Agent on behalf of such stockholders and distributed net of
applicable fees and expenses, subject to the terms and conditions and as set
forth in the Redemption Right. Redeeming stockholders electing to retain the
Portfolio Securities will receive the Portfolio Securities for their own account
as instructed net of applicable fees and expenses, subject to the terms and
conditions and as set forth in the Redemption Right.
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Proceeds of the Redemption Right will be distributed to participating
stockholders in accordance with the terms and conditions as set forth in the
Redemption Right.
For investor information, please call Judith Hannaway at (212) 326-6403
and for media inquiries please call Eleanor Mascheroni at (212) 326-6753.
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SCUDDER SPAIN AND PORTUGAL FUND, INC.
345 PARK AVENUE
NEW YORK, NEW YORK 10154
TEL: 212-326-6753
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FOR IMMEDIATE RELEASE:
SCUDDER SPAIN AND PORTUGAL FUND, INC.
ANNOUNCES FINAL RESULTS OF STOCKHOLDER REDEMPTION RIGHT,
POSTPONEMENT OF ANNUAL STOCKHOLDERS' MEETING
AND IMPLEMENTATION OF EXPENSE CAP
New York, New York, October 14, 1998. SCUDDER SPAIN AND PORTUGAL FUND,
INC. (NEW YORK STOCK EXCHANGE: IBF), a closed-end management investment company
managed by Scudder Kemper Investments, Inc., announced today the final results
of the Right to Demand the Redemption of up to 4,883,365 shares of the Fund at
net asset value (the "Redemption Right") extended to all stockholders of the
Fund on September 2, 1998. The Redemption Right expired at 5:00 p.m. Eastern
time on September 30, 1998. The Fund also announced the postponement of the
annual shareholders' meeting of the Fund which had been scheduled for October
28, 1998, and the implementation of a Fund expense cap.
The Fund has accepted all of the requests for redemption, representing
5,003,554.154 shares or approximately 76.63% of the outstanding shares of the
Fund. Pursuant to the terms of the Redemption Right, the shares of the Fund
presented for redemption were valued by the Fund at $12.11 per share, the net
asset value per share of the Fund as determined as of the close of the regular
trading session on the New York Stock Exchange on October 1, 1998. A pro rata
portion of Fund portfolio securities (other than short-term fixed income
securities with maturities less than one year, securities with transfer
restrictions and certain illiquid securities) and cash held by the Fund which
was equal to the net asset value of participating stockholders' shares
("Portfolio Securities") on October 1, 1998 is being distributed from the Fund
to participating stockholders in exchange for their shares.
The redemption proceeds of stockholders who opted for the cash election
are being liquidated by Scudder Investor Services, Inc. as Liquidating Agent on
behalf of such stockholders and will be distributed net of applicable fees and
expenses as soon as the liquidation process for the Portfolio Securities of
those stockholders is completed in accordance with the terms and conditions as
set forth in the Redemption Right. It is anticipated that this liquidation
process will be completed on or about November 6, 1998.
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Redeeming stockholders electing to retain the Portfolio Securities will
receive the Portfolio Securities for their own account as instructed net of
applicable fees and expenses in accordance with the terms and conditions as set
forth in the Redemption Right.
The Board of Directors of the Fund has determined that it is in the
interests of the stockholders to postpone the annual stockholders' meeting,
previously scheduled for October 28, 1998, to permit the Board to develop a
recommendation as to the future course of action for the Fund. A meeting of the
Board of Directors is scheduled for October 28, 1998, at which this matter will
be considered.
Effective October 1, 1998 and through March 31, 1999, Scudder Kemper
Investments, Inc. has agreed to limit the Fund's annualized expenses to no more
than 2.00% of average daily net assets.
For investor information, please call Judith Hannaway at (212) 326-6403
and for media inquiries please call Eleanor Mascheroni at (212) 326-6753.
