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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d) (1) or 13(e) (1)
of the Securities Exchange Act of 1934
(Amendment No. )*
THE ASIA PACIFIC FUND, INC.
(Name of Subject Company (issuer))
THE ASIA PACIFIC FUND, INC.
(Names of Filing Persons (offerer and issuer))
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
044901106
(CUSIP Number of Class of Securities)
Deborah A. Docs
The Asia Pacific Fund, Inc.
Gateway Center Three, 4th Floor
Newark, New Jersey 07102-4077
(973) 367-7521
(Name, address, and telephone number of person authorized to receive
notices and communications on behalf of filing persons)
copy to:
Earl D. Weiner
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Calculation of Filing Fee
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Transaction Valuation Amount of Filing Fee
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$39,445,395(a)......................................................$3,628.98(b)
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(a) Calculated as the aggregate maximum purchase price to be paid for 3,448,024
shares in the offer, based upon a price of $11.44 (95% of the net asset
value per share of $12.04 at May 24, 2002.)
(b) Calculated as .0092% 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: Not Applicable
Form or Registration No.: Not Applicable
Filing Party: Not Applicable
Date Filed: Not Applicable
[__] 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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Introductory Statement
This Issuer Tender Offer Statement on Schedule TO relates to an offer by
The Asia Pacific Fund, Inc., a Maryland corporation (the "Fund"), to purchase
for cash up to 25% of its outstanding shares, or 3,448,024 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 May
30, 2002 and the related Letter of Transmittal and are filed as exhibits to this
Schedule TO.
This Issuer Tender Offer Statement on Schedule TO is being filed in
satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under
the Securities Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the related Letter of
Transmittal is incorporated herein by reference in answer to Items 1 through 11
of this Issuer Tender Offer Statement on Schedule TO.
Item 12. Exhibits.
(a) (1) (i) Offer to Purchase, dated May 30, 2002.
(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) (2) None.
(a) (3) Not Applicable.
(a) (4) Not Applicable.
(a) (5) (i) Press Release.
(b) (i) Loan Agreement.
(d) None.
(g) None.
(h) None.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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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.
The Asia Pacific Fund, Inc.
/s/ Robert F. Gunia
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Name: Robert F. Gunia
Title: Vice President and Treasurer
Dated: May 30, 2002
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT EXHIBIT NO.
DESCRIPTION IN FILING
(a)(1)(i) Offer to Purchase, dated May 30, 2002. 99.(a)(1)(i)
(a)(1)(ii) Form of Letter of Transmittal. 99.(a)(1)(ii)
(a)(1)(iii) Form of Notice of Guaranteed Delivery. 99.(a)(1)(iii)
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial 99.(a)(1)(iv)
Banks, Trust Companies and Other Nominees.
(a)(1)(v) Form of Letter to Clients of Brokers, Dealers, 99.(a)(1)(v)
Commercial Banks, Trust Companies and Other
Nominees.
(a)(5)(i) Press Release. 99.(a)(5)(i)
(b)(i) Form of Loan Agreement. 99.(b)(i)
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