<PAGE> 1
As filed with the Securities and Exchange Commission on September 26, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
Schedule TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(4)
of the Securities Exchange Act of 1934
(Amendment No. 1)
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>
Transaction Valuation Amount of Filing Fee
<S> <C>
$13,802,884.20(a)........................................................... $2,760.58(b)
</TABLE>
(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.
/x/ 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: $2,760.58
Form or Registration No.: Schedule TO
Filing Party: Morgan Stanley Dean Witter Africa Investment Fund, Inc.
Date Filed: August 14, 2000
/ / 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: /X/
<PAGE> 2
Introductory Statement
This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule
TO filed with the Securities and Exchange Commission on August 14, 2000 by
Morgan Stanley Dean Witter Africa Investment Fund, Inc. (the "Fund") relating to
an offer to purchase for cash (the "Offer") 1,333,612 of the Fund's issued and
outstanding shares of common stock, par value $0.01 per share (the "Shares"),
amends such Issuer Tender Offer Statement on Schedule TO to add the following
information in accordance with Rule 13e-4(c)(4) of the Securities Exchange Act
of 1934, as amended, and General Instruction H of Schedule TO:
The Offer expired at 5:00 p.m., New York City time, on
September 15, 2000. Pursuant to the Offer, 8,362,135 Shares
were properly tendered and not withdrawn, and 1,333,612 of the
tendered Shares were accepted by the Fund on September 22,
2000 for purchase at the price of $10.81 per share, which was
95% of the net asset value per share determined as of the
close of the regular trading session of the New York Stock
Exchange on September 15, 2000. Payment for the Shares
purchased was made on September 25, 2000. The aggregate
purchase price paid by the Fund for the Shares purchased
pursuant to the Offer was $14,416,345.72.
Item 12. Exhibits.
The following materials are hereby filed as additional exhibits to the
Fund's Schedule TO:
(a)(7) Text of press release dated and issued on September 18, 2000.
(a)(8) Text of press release dated and issued on September 22, 2000.
<PAGE> 3
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
-----------------------------------
Name: Mary E. Mullin
Title: Secretary
Dated: September 26, 2000
