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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
Jardine Fleming China Region Fund, Inc.
(Name of Subject Company (issuer))
Jardine Fleming China Region Fund, Inc.
(Names of Filing Persons (identifying status as offeror,
issuer or other person))
_______________________
Common Stock, Par Value $.01 Per Share, 8,588,972 Shares Outstanding
(Title of Class of Securities)
471110106
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(CUSIP Number of Class of Securities)
_______________________
Henry H. Hopkins
Jardine Fleming Price China Region Fund, Inc.
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, MD 21202
(410) 345-6640
(Name, address, and telephone number of person authorized to receive
notices and communications on behalf of filing persons)
With a copy to:
J. Eugene Marans
Cleary, Gottlieb, Steen & Hamilton
2000 Pennsylvania Avenue, NW
Washington, DC 20006
(202) 974-1888
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CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
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$ 24,063,717 (a) $ 4,812.74 (b)
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(a) Calculated as the aggregate maximum purchase price to be paid for 2,576,691
shares in the offer, based upon a price per share of $9.339, which represents
95% of the net asset value per share at November 10, 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 China Region Fund, Inc.
By: /s/ Lord Cromer
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Name: The Right Honourable the Earl of Cromer
Title: Chairman of the Board of Directors
Dated: November 20, 2000
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Introductory Statement
This Tender Offer Statement on Schedule TO relates to an offer by Jardine
Fleming China Region Fund, Inc., a Maryland corporation (the "Fund"), to
purchase for cash up to 2,576,691 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 Offer to Purchase dated November 20, 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 November 20, 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 November
20, 2000, from The Right Honourable the Earl of Cromer,
Chairman.
(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 October 30,
2000. (Previously filed as a preliminary communication with
the Fund's Schedule TO submitted via EDGAR on October 31,
2000.)
Text of press release issued by the Fund dated November 17,
2000. (Previously filed as a preliminary communication with
the Fund's Schedule TO submitted via EDGAR on November 17,
2000.)
(b)--(h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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