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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. 2
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 $.001 PER SHARE
(Title of Class of Securities)
471112102
(CUSIP Number of Class of Securities)
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PAUL H. SCHUBERT
JARDINE FLEMING INDIA FUND, INC.
51 WEST 52ND STREET
NEW YORK, NY 10019
(201) 318-4150
(Name, address, and telephone number of person authorized
to receive notices and communications on behalf of
filing persons)
WITH A COPY TO:
J. EUGENE MARANS
CLEARY, GOTTLIEB, STEEN & HAMILTON
2000 PENNSYLVANIA AVENUE, NW
WASHINGTON, DC 20006
(202) 974-1888
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CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
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$ 44,247,067.23 (a) $ 8,849.41 (b) (c)
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(a) Calculated as the aggregate maximum purchase price to be paid for 3,036,836
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.
(c) $7,309.88 was paid with the initial filing of the Schedule TO on September
14, 2000 and an additional $1,539.53 was paid with the filing of Amendment No. 1
on September 25, 2000.
[_] 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: [X]
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AMENDMENT NO. 2
This Amendment No. 2 amends the Issuer Tender Offer Statement on
Schedule TO (the "Schedule TO"), filed on September 14, 2000 with the Securities
and Exchange Commission, as amended by Amendment No. 1 (the "First Amendment"),
filed on September 25, 2000, relating to an offer by Jardine Fleming India Fund,
Inc., a Maryland corporation (the "Fund"), to purchase for cash shares of the
Fund's issued and outstanding Common Stock of par value $0.001 per share (the
"Shares"), upon the terms and subject to the conditions set forth in the Offer
to Purchase dated September 14, 2000, the related Letter of Transmittal, and the
Supplement dated September 25, 2000 (collectively, the "Offer"), copies of which
are attached as Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(viii) to the Schedule
TO, to add the following information in accordance with Rule 13e-4(c)(4) of the
Securities and Exchange Act of 1934 and General Instruction H of Schedule TO.
The Offer expired at 12:00 midnight New York Time on October 12, 2000.
Pursuant to the Offer 8,078,707 Shares were properly tendered and not
withdrawn and 3,036,836 Shares were accepted by the Fund on October
19, 2000 for purchase at the price of $12.5495 per Share, which
represents 95% of the net asset value per Share as determined as of
the close of the regular trading session of the New York Stock
Exchange on October 12, 2000. Payment for the Shares purchased was
made on October 20, 2000. The aggregate purchase price paid by the
Fund for the Shares purchased pursuant to the Offer was
$38,110,773.38.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended to add the following
exhibits:
(a)(5)(iii) Text of press release issued by the Fund dated October 13, 2000.
(a)(5)(iv) Text of press release issued by the Fund dated October 17, 2000.
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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/ JOANNE M. KILKEARY
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Name: Joanne M. Kilkeary
Title: Assistant Treasurer
Dated: October 24, 2000
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