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As filed with the Securities and Exchange Commission on August 14, 2000
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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. )
Morgan Stanley Dean Witter Africa Investment Fund, Inc.
(Name of Subject Company (issuer))
Morgan Stanley Dean Witter Africa Investment Fund, Inc.
(Names of Filing Persons (offeror and issuer))
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
617444 10 4
(CUSIP Number of Class of Securities)
Harold J. Schaaff, Jr.
Morgan Stanley Dean Witter Investment Management Inc.
1221 Avenue of the Americas
New York, New York 10020
(212) 762-7188
(Name, address, and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
with a copy to:
Leonard B. Mackey, Jr.
Clifford Chance Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
Calculation of Filing Fee
<TABLE>
<CAPTION>
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Transaction Valuation Amount of Filing Fee
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<S> <C>
$13,802,884.20(a)................................................. $2,760.58(b)
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(a) Calculated as the aggregate maximum purchase price to be paid for
1,333,612 shares in the offer, based upon a price of $10.35 (95% of
the net asset value per share of $10.89 on August 1, 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
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 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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Introductory Statement
This Issuer Tender Offer Statement on Schedule TO relates to an offer
by Morgan Stanley Dean Witter Africa Investment Fund, Inc., a Maryland
corporation (the "Fund"), to purchase for cash up to 10% of its outstanding
shares, or 1,333,612 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 August 14, 2000 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.
(a)(1)(i) Issuer Tender Offer Statement, dated August 14, 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)(2) None.
(a)(3) Not Applicable.
(a)(4) Not Applicable.
(a)(5) None.
(a)(6) Press releases issued on April 20, 2000 and July 18, 2000.
(b) None.
(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.
MORGAN STANLEY DEAN WITTER
AFRICA INVESTMENT FUND, INC.
/s/ Mary E. Mullin
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Name: Mary E. Mullin
Title: Secretary
Dated: August 14, 2000
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