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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
(Amendment No. )
Morgan Stanley Dean Witter Asia-Pacific Fund, Inc.
(Name of Subject Company (issuer))
Morgan Stanley Dean Witter Asia-Pacific Fund, Inc.
(Names of Filing Persons (offeror and issuer))
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
61744U 10 6
(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
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Transaction Valuation Amount of Filing Fee
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* Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] 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:
[x] 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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Morgan Stanley Dean Witter Asia-Pacific Fund, Inc.
(For Immediate Release)
New York, New York, January 31, 2001-Morgan Stanley Dean Witter
Asia-Pacific Fund, Inc. (NYSE: APF) (the "Fund") announced today that the Fund's
tender offer (the "Tender Offer") for up to 25% of the Fund's outstanding shares
of common stock will commence on or about February 27, 2001 and terminate on or
about March 29, 2001. As announced on December 14, 2000, the Tender Offer will
be conducted at a price equal to 95% of the Fund's net asset value per share
("NAV") on the last day of the tender period (or as otherwise permitted by the
rules of the Securities and Exchange Commission (the "SEC")).
The Tender Offer will be made and stockholders will be notified in
accordance with the requirements of the Securities Exchange Act of 1934, as
amended, and the Investment Company Act of 1940, as amended, either by
publication or mailing or both. The offering documents will contain such
information as is prescribed by such laws and the rules and regulations
promulgated thereunder.
In connection with the Tender Offer, the Fund announced that, pursuant to
the Securities Exchange Act of 1934, as amended, it has temporarily suspended
its purchases of shares in the open market pursuant to the Fund's share
repurchase program which was approved by the Board on December 18, 1997 and
revised on December 14, 2000. Under that program, the Fund is permitted to
purchase Fund shares in the open market at times and prices determined by
management to be in the best interests of the stockholders of the Fund. The Fund
will be permitted and intends to resume the purchase of shares in the open
market pursuant to the Fund's share repurchase program on or about 10 business
days after the termination of the Tender Offer.
The Fund is a non-diversified, closed-end management investment company,
the shares of which are listed on the NYSE (APF). The Fund's investment
objectives are long-term capital appreciation which it seeks to achieve by
investing primarily in equity securities of Asian-Pacific issuers and by
investing, from time to time, in debt securities issued or guaranteed by
Asian-Pacific governments or governmental entities. Morgan Stanley Dean Witter
Investment Management Inc. is the Fund's investment manager.
This announcement is not an offer to purchase or solicitation of an offer
to sell shares of the Fund. The offer is made only by the Offer for Cash and the
related Letter of Transmittal. Holders of Fund shares should read these
documents when they are available because they contain important information.
These and other filed documents will be available to investors for free both at
the website of the SEC and from the Fund. The offer is not being made to, nor
will tenders be accepted from or on behalf of, holders of shares in any
jurisdiction in which making or accepting the offer would violate that
jurisdiction's laws.
For further information, please contact Georgeson Shareholder
Communications Corporation, 17 State Street, New York, New York, at
800-223-2064.