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)
THE BRAZILIAN INVESTMENT FUND, INC.
-----------------------------------
(Name of Issuer)
THE BRAZILIAN INVESTMENT FUND, INC.
-----------------------------------
(Name of Person Filing Statement)
COMMON STOCK ($.01 PAR VALUE)
-----------------------------
(Title of Class of Securities)
NOT APPLICABLE
-------------------------------------
(CUSIP Number of Class of Securities)
Harold J. Schaaff
Vice President
The Brazilian Investment Fund, Inc.
1221 Avenue of the Americas
New York, New York 10020
(212) 296-7188
Copy to:
John Baumgardner, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
October 7, 1996
---------------
(Date Tender Offer First
Published, Sent or Given to
Security Holders)
<PAGE>
EXPLANATORY NOTE
This Amendment (No. 1) to the Schedule 13E-4 Issuer Tender
Offer Statement originally filed on October 7, 1996, by The
Brazilian Investment Fund, Inc., a Maryland corporation (the
"Company"), with respect to the tender offer by the Company to
purchase (the "Offer") up to 509,154.977 shares of its Common
Stock, par value $.01 per share (the "Shares"), at a price per
Share, net to the seller in cash, equal to the net asset value in
U.S. dollars per Share determined as of 5:00 p.m. New York City
time on the expiration date of the Offer, which Offer will expire
on November 5, 1996, sets forth revisions to Section 12 of the
Offer:
Item 8. Additional Information.
----------------------
The first paragraph of Section 12 will no longer state "sole
discretion" but rather "reasonable discretion"; Section 12(iv)
will no longer state "at or prior to the time of payment for any
such Shares....." but rather "at or prior to the time of
expiration date for any such Shares....."; Section 12(b) will no
longer state "domestic or foreign, that, in the sole judgement of
the Fund....." but rather "domestic or foreign, that, in the
reasonable judgement of the Fund....." and Section 12(c)(iv),
Section 12(c)(v) and Section 12(d) will no longer state "in the
sole judgement of the Fund ....." but rather "in the reasonable
judgement of the Fund .....", respectively.
<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.
Dated: November 4, 1996
THE BRAZILIAN INVESTMENT FUND, INC.
By: /s/ James R. Rooney
--------------------------------
James R. Rooney
Treasurer
