As filed with the Securities and Exchange Commission on October 4, 2002.
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities
Exchange Act of 1934
(Amendment No. 2)
----------------
THE INDIA FUND, INC.
(Name of Subject Company (issuer))
THE INDIA FUND, INC.
(Name of Filing Person (offeror))
COMMON STOCK,
$0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
454089103
(CUSIP Number of Class of Securities)
BARBARA PIRES, ASSISTANT SECRETARY
THE INDIA FUND, INC.
CIBC WORLD MARKETS CORP.
622 THIRD AVENUE
NEW YORK, NEW YORK 10017
(212) 667-4711
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
----------------
Copy to:
CYNTHIA COBDEN, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 455-2000
----------------
CALCULATION OF FILING FEE
===================================== ===============================
TRANSACTION VALUATION AMOUNT OF FILING FEE
------------------------------------- -------------------------------
$34,555,524(a) $3,179.11(b)
===================================== ===============================
(a) Calculated as the aggregate maximum purchase price to be paid for
3,063,433 shares in the offer, based upon a price of $11.28 (95% of the
net asset value per share of $11.87 on August 23, 2002).
(b) Calculated at $92 per $1,000,000 of the Transaction Valuation.
[X] Check 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: $3,179.11 Filing Party: The India Fund, Inc.
Form or Registration No.: Schedule TO Date Filed: August 30, 2002
[ ] Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which this
statement relates:
[ ] third party tender offer [ ] going-private transaction subject
subject to Rule 14d-1 to Rule 13e-3
[X] issuer tender offer [ ] amendment to Schedule 13D under
subject to Rule 13e-4 Rule 13d-2
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [X]
==============================================================================
Introductory Statement
This Amendment No. 2 to the Issuer Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on August 30,
2002 by The India Fund, Inc., a Maryland corporation (the "Fund"), relating to
an offer to purchase for cash up to 10% of its outstanding shares, or
3,063,433 of the Fund's issued and outstanding shares of Common Stock, par
value $0.001 per share, amends such Issuer Tender Offer Statement on Schedule
TO to add an additional exhibit in accordance with Rule 13e-4(c)(1)
promulgated under the Securities Exchange Act of 1934, as amended.
Item 12. Exhibits
The following material is hereby filed as an additional exhibit to the Fund's
Schedule TO
Exhibit No. Description
----------- -----------
(a)(5)(i) Text of press release dated and issued on October 4, 2002.
==============================================================================
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 INDIA FUND, INC.
By: /s/ Bryan McKigney
--------------------------------------
Name: Bryan McKigney
Title: Director, President and Secretary
Dated: October 4, 2002
2