As filed with the Securities and Exchange Commission on August 25, 2005.
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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)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
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THE BRAZIL FUND, INC.
(Name of Subject Company (issuer))
THE BRAZIL FUND, INC.
(Name of Filing Person (offeror))
COMMON STOCK,
$0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
105759104
(CUSIP Number of Class of Securities)
Carole Coleman, Esq.
The Brazil Fund, Inc.
c/o Deutsche Investment Management Americas, Inc.
345 Park Avenue
New York, New York 10154
(800) 349-4281
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
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COPY TO:
William D. Regner, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$289,013,719.96 (a) $34,016.91 (b)
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(a) Estimated for purposes of calculating the amount of the filing fee only.
Calculated as the aggregate market value for 8,120,644 shares in the offer,
based on the average of the high and low prices on July 26, 2005 of $35.59 as
reported on the New York Stock Exchange.
(b) Calculated at $117.70 per $1,000,000 of the Transaction Value, pursuant to
Rule 0-11 of the Securities Exchange Act of 1934, as amended by Fee Advisory #6
for Fiscal Year 2005, effective December 13, 2004.
[ ] 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: $34,016.91
Form or Registration No.: Schedule TO
Filing Party: The Brazil Fund, Inc.
Date Filed: July 28, 2005
[ ] 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 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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This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO filed
with the Securities and Exchange Commission on July 28, 2005 by The Brazil Fund,
Inc., a Maryland corporation (the "Fund"), relating to a tender offer for up to
8,120,644 shares of its issued and outstanding stock, par value $0.01 per share,
in exchange for portfolio securities of the Fund, 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. Materials to be Filed as Exhibits.
The following material is hereby filed as an additional exhibit to the Fund's
Schedule TO:
(a)(5)(ii) Press Release issued by The Brazil Fund, Inc. on August 25, 2005.
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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 BRAZIL FUND, INC.
By: /s/ Carole Coleman
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Name: Carole Coleman
Title: Vice President and Secretary
Date: August 25, 2005
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