As filed with the Securities and Exchange Commission on July 21, 2004
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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)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
TAIWAN GREATER CHINA FUND
(Name of Subject Company and Filing Person)
SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
874037104
(CUSIP Number of Class of Securities)
STEVEN R. CHAMPION
CHIEF EXECUTIVE OFFICER
TAIWAN GREATER CHINA FUND
BANK TOWER, ROOM 1001
205 DUN HUA NORTH ROAD
TAIPEI, TAIWAN, R.O.C.
(011) 886-2-2715-2988
WITH A COPY TO:
MARC E. PERLMUTTER, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 373-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Filing Person)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
Not applicable Not applicable
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* Pursuant to General Instruction D to Schedule TO, since this filing relates
solely to preliminary communications made before the commencement of a
tender offer, no fee is required.
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[_] 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: Not applicable Filing Party: Not applicable
Form or Registration No.: Not applicable Date Filed: Not applicable
[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 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: [_]
This Amendment No. 2 (the "Amendment") supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed on June 14, 2004, as amended by Amendment
No. 1 filed on June 23, 2004. The Schedule TO relates to the preliminary and
pre-commencement communications of a proposed offer by the Taiwan Greater China
Fund (the "Fund") to conduct a tender offer to purchase up to 33-1/3% of the
Fund's outstanding shares at a price of 99% of the Fund's net asset value per
share. This Amendment relates to the timing of the commencement of the proposed
tender offer, as set forth in the press release attached hereto as Exhibit
(a)(5)(B). This Amendment is intended to satisfy the reporting requirement of
Rule 13e-4(c)(1) of the Securities Exchange Act of 1934, as amended.
The Fund has not commenced the proposed tender offer that is referred to in this
communication, and this communication is neither an offer to repurchase nor a
solicitation of an offer to sell shares of the Fund. Upon commencement of the
offer the Fund will file with the Securities and Exchange Commission a Schedule
TO and related documents, including a Tender Offer Statement, a Letter of
Transmittal and other related documents. Stockholders are strongly encouraged to
read these documents carefully when they become available, because they will
contain important information. The Schedule TO and related exhibits will be
available without charge at the Securities and Exchange Commission's website at
www.sec.gov and will be delivered without charge to all stockholders of the Fund
at the time of the offer. The Tender Offer Statement, the Letter of Transmittal
and other related documents may also be obtained without charge from the Fund as
provided in the Tender Offer Statement. No tender offer will be made to, nor
will submissions be accepted from, or on behalf of, holders of shares in any
jurisdiction in which making or accepting the tender offer would violate such
jurisdiction's laws.
ITEM 12. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
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(a)(5)(B) Press release issued by the Fund on July 21, 2004.
Pursuant to General Instruction D to Schedule TO, no signature is required for
the filing of pre-commencement communications.