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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
(Amendment No. )
The India Growth Fund Inc.
(Name of Subject Company (issuer))
The India Growth Fund Inc.
(Names of Filing Persons (offeror and issuer))
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
454090101
(CUSIP Number of Class of Securities)
Paul Schubert
The India Growth Fund Inc.
c/o Mitchell Hutchins Asset Management Inc.
Newport Center III
489 Washington Blvd.
14th floor
Jersey City, New Jersey 07310-1998
(Name, address, and telephone number of person
authorized to receive notices and
communications on behalf of filing
persons)
with a copy to:
Laurence E. Cranch, Esq.
Clifford Chance Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
(212) 878-8000
Calculation of Filing Fee
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Transaction Valuation Amount of Filing Fee
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Not Applicable Not Applicable
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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: Not Applicable
Form or Registration No: Not Applicable
Filing Party: Not Applicable
Date Filed: Not Applicable
|X| 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 transactions subject to Rule 13-e-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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<PAGE>
Items 1 - 11.
Not applicable.
Items 12. Materials to be Filed as Exhibits.
Text of Press Release issued by The India Growth Fund Inc. on November 10, 2000.
PRESS RELEASE
THE INDIA GROWTH FUND INC.
ANNOUNCES RESULTS OF ANNUAL MEETING OF STOCKHOLDERS
AND TENDER OFFER PROGRAM
NEW YORK, November 10, 2000 - The India Growth Fund Inc. (the "Fund")
today announced that in consideration for agreeing to conduct a tender offer for
40% of the Fund's common stock at a price equal to the Fund's net asset value
per shares (the "Tender Offer"), the Brookdale Group Ltd. agreed to withdraw the
stockholder proposals nominating John Chapman, Paul Douglas and Howard Golden to
the Board of Directors, and recommending Board action to reduce the discount to
net asset value at which the Fund's shares have been trading. The Board
determined to commence the Tender Offer as soon as practicable after payment of
a dividend which will represent the Fund's required distribution to satisfy
requirements under the Internal Revenue Code.
Following the withdrawal of Brookdale's nominees, the Fund announced
that at the reconvened Annual Meeting of Stockholders held today, the
Stockholders of the Fund elected Ishaat Hussain and Christopher Reeves as Class
II Directors of the Fund and ratified the selection of PricewaterhouseCoopers
LLP as independent accountants of the Fund for the fiscal year ended June 30,
2001.
The Tender Offer will be made and stockholders will be notified in
accordance with the requirements of the Securities Exchange Act of 1934, as
amended, and the Investment Company Act of 1940, as amended, either by
publication or mailing or both. The offering documents will contain such
information as is prescribed by such laws and the rules and regulations
promulgated thereunder.
The Tender Offer is being conducted in lieu of the previously announced
share repurchase and tender offer program, approved by the Board on August 21,
2000 and September 6, 2000.
The Fund is a closed-end management investment company that seeks
long-term capital appreciation through investment primarily in equity securities
of Indian companies. The Fund is traded on the New York Stock Exchange under the
trading symbol "IGF". The Fund's investment adviser is Unit Trust of India
Investment Advisory Services Limited.
This announcement is not an offer to purchase or solicitation of an
offer to sell shares of the Fund. The offer is made only by the Offer for Cash
and the related Letter of Transmittal. Holders of Fund shares should read these
documents when they are available because they contain important information.
These and other filed documents will be available to investors for free both at
the website of the Securities and Exchange Commission and from the Fund. The
offer is not being made to, nor will tenders be accepted from or on behalf of,
holders of shares in any jurisdiction in which making or accepting the offer
would violate that jurisdiction's laws.
Contact: Joanne Kilkeary, Mitchell Hutchins Asset Management Inc. (201-318-4141)
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Item 13. Information Required by Schedule 13E-3.
Not applicable.
