<PAGE>
As filed with the Securities and Exchange Commission on January 16, 2001
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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.
51 West 52nd Street
New York, NY 10019
(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
Clifford Chance Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
(212) 878-8000
CALCULATION OF FILING FEE
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<TABLE>
<CAPTION>
Amount of
Transaction Valuation Filing Fee
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<S> <C>
$53,242,597.30 (a)....................................................... $10,648.52 (b)
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</TABLE>
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(a) Calculated as the aggregate maximum purchase price to be paid for
3,932,245 shares in the offer, based upon a price of $13.54 (equal to the
net asset value per share of $13.54 on January 3, 2001).
(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 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:
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 transactions 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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<PAGE>
INTRODUCTORY STATEMENT
This Issuer Tender Offer Statement on Schedule TO relates to an offer by The
India Growth Fund Inc., a Maryland corporation (the "Fund"), to purchase for
cash up to 40% of its outstanding shares, or 3,932,245 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 Issuer Tender Offer
Statement, dated January 16, 2001, 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 in the Issuer Tender Offer Statement 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.
<TABLE>
<C> <S>
(a)(1)(i) Issuer Tender Offer Statement, dated January 16, 2001.
(a)(1)(ii) Form of Letter of Transmittal.
(a)(1)(iii) Form of Notice of Guaranteed Delivery.
Form of Letter to Brokers, Dealers, Commercial Banks, Trust
(a)(1)(iv) 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)(2) None.
(a)(3) Not Applicable.
(a)(4) Not Applicable.
(a)(5) None.
(a)(6) Press release issued on November 10, 2000.
(a)(7) Press release issued on December 15, 2000.
(b) None.
(d) None.
(g) None.
(h) None.
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Item 13. Information Required by Schedule 13E-3.
Not applicable.
<PAGE>
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 India Growth Fund Inc.
/s/ P.S. Subramanyam
_____________________________________
Name: P.S. Subramanyam
Title: President and Chairman of
the Fund
Dated: January 16, 2001
