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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
Jardine Fleming India Fund, Inc.
(Name of Subject Company (issuer))
Jardine Fleming India Fund, Inc.
(Names of Filing Persons (identifying status as offeror,
issuer or other person))
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Common Stock, Par Value $.001 Per Share, 10,032,088 Shares Outstanding
(Title of Class of Securities)
471112102
(CUSIP Number of Class of Securities)
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Paul H. Schubert
Jardine Fleming India Fund, Inc.
51 West 52nd Street
New York, NY 10019
(201) 318-4150
(Name,address, and telephone number of person
authorized to receive notices and
communications on behalf of filing
persons)
With a copy to:
J. Eugene Marans
Cleary, Gottlieb, Steen & Hamilton
2000 Pennsylvania Avenue, NW
Washington, DC 20006
(202) 974-1888
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CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
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$ 36,549,404.61 (a) $ 7,309.88 (b)
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(a) Calculated as the aggregate maximum purchase price to be paid for 2,508,022
shares in the offer, based upon a price per share of $14.573, which represents
95% of the net asset value per share at August 31, 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
O-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: N/A
Form or Registration No. N/A
Filing Party: N/A
Date Filed: N/A
|_| 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 transaction 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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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.
Jardine Fleming India Fund, Inc.
By: /s/ Julian Reid
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Name: Julian Reid
Title: Chairman of the Board of
Directors
Dated: September 14, 2000
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Introductory Statement
This Tender Offer Statement on Schedule TO relates to an offer by Jardine
Fleming India Fund, Inc., a Maryland corporation (the "Fund"), to purchase for
cash up to 2,508,022 of the Fund's issued and outstanding shares of Common
Stock, par value $0.001 per share, upon the terms and subject to the conditions
contained in the Offer to Purchase dated September 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 set forth in the Offer to Purchase 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) Offer to Purchase, dated September 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) Text of letter to shareholders of the Fund dated September 14,
2000, from Julian Reid, Chairman of the Board.
(a)(1)(vii) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(2) None.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5) Text of press release issued by the Fund dated August 25,
2000. (Previously filed as a preliminary communication with
the Fund's Schedule TO submitted via EDGAR on August 25,
2000.)
(b)--(h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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