THE CHILE FUND, INC.
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OFFER TO PURCHASE FOR CASH UP TO 3,379,976 OF ITS ISSUED
AND OUTSTANDING SHARES AT 95% OF NET ASSET VALUE PER SHARE
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THE OFFER WILL EXPIRE AT 5:00 P.M. EASTERN TIME ON FEBRUARY 4, 2002, UNLESS
THE OFFER IS EXTENDED.
TO THE SHAREHOLDERS OF THE CHILE FUND, INC.:
The Chile Fund, Inc., a non-diversified, closed-end management investment
company incorporated in Maryland (the "Fund"), is offering to purchase up to
3,379,976 of its issued and outstanding shares of Common Stock, par value $0.001
per share (the "Shares"). The offer is for cash at a price equal to 95% of the
net asset value ("NAV") per Share determined as of the close of the regular
trading session of the New York Stock Exchange, the principal market in which
the Shares are traded (the "NYSE"), on the date the offer expires, and is upon
the terms and subject to the conditions set forth in this Offer to Purchase and
the related form of Letter of Transmittal (which together with any amendments or
supplements thereto collectively constitute the "Offer"). The Offer will expire
at 5:00 P.M. Eastern Time on February 4, 2002, unless extended. The Shares are
traded on the NYSE under the symbol "CH". The NAV as of the close of the regular
trading session of the NYSE on January 2, 2002 was $10.09 per Share. During the
pendency of the Offer, current NAV estimates can be obtained from Credit Suisse
Asset Management--Investor Relations, by calling (000) 000-0000, or at
xxx.xxxxxxxxx.xxx, a website providing information for closed-end funds managed
by CSAM. Tendering shareholders will not be obliged to pay brokerage fees or
commissions or, except as set forth in Instruction 7 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares by the Fund pursuant
to the Offer. The Fund will pay all charges and expenses of EquiServe Trust
Company, N.A. (the "Depositary") and Xxxxxxxxx Shareholder Communications Inc.
(the "Information Agent"). The Fund has mailed materials for the Offer to record
holders on or about January 4, 2002.
THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4.
IMPORTANT INFORMATION
Shareholders who desire to tender their Shares should either: (1) properly
complete and sign the Letter of Transmittal, provide thereon the original of any
required signature guarantee(s) and mail or deliver it together with the Shares
(in proper certificated or uncertificated form) and any other documents required
by the Letter of Transmittal; or (2) request their broker, dealer, commercial
bank, trust company or other nominee to effect the transaction on their behalf.
Shareholders who desire to tender Shares registered in the name of such a firm
must contact that firm to effect a tender on their behalf. Tendering
shareholders will not be obligated to pay brokerage commissions in connection
with their tender of Shares, but they may be charged a fee by such a firm for
processing the tender(s). The Fund reserves the absolute right to reject tenders
determined not to be in appropriate form.
If you do not wish to tender your Shares, you need not take any action.
NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET
MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM"), MAKES ANY
RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON
BEHALF OF THE FUND, ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS
SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE
ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER
THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY
SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR
CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER,
CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS
WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES.
EQUISERVE TRUST COMPANY, N.A., DEPOSITARY
TELEPHONE NUMBER: (000) 000-0000
BY REGISTERED, CERTIFIED OR
EXPRESS MAIL OR OVERNIGHT COURIER:
EquiServe Trust Company, N.A.
Attn: Corporate Actions
00 Xxxxxxxxxx Xxxxx
BY FIRST CLASS MAIL: Xxxxxxxxx, XX 00000 BY HAND:
EquiServe Trust Company, Securities Transfer &
N.A. Reporting Services, Inc.
Attn: Corporate Actions c/o EquiServe Trust
X.X. Xxx 00000 Xxxxxxx,X.X.
Xxxxxxxxxx, XX 00000-0000 000 Xxxxxxx Xxxxxx,
Xxxxxxxx
Xxx Xxxx, XX 00000
XXXXXXXXX SHAREHOLDER COMMUNICATIONS INC.,
INFORMATION AGENT
TELEPHONE NUMBER: (000) 000-0000
TABLE OF CONTENTS
PAGE
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SUMMARY TERM SHEET.......................................... 1
1. Price; Number of Shares........................... 4
2. Background to the Offer........................... 4
3. Purpose of the Offer; Plans or Proposals of the
Fund............................................. 4
4. Certain Conditions of the Offer................... 5
5. Procedures for Tendering Shares................... 5
6. Withdrawal Rights................................. 8
7. Payment for Shares................................ 9
8. Source and Amount of Funds........................ 10
9. Price Range of Shares; Dividends/Distributions.... 10
10. Selected Financial Information.................... 11
11. Interest of Directors, Executive Officers and
Certain Related Persons.......................... 14
12. Certain Information about the Fund................ 14
13. Additional Information............................ 14
14. Certain United States Federal Income Tax
Consequences..................................... 14
15. Amendments; Extension of Tender Period;
Termination...................................... 16
16. Miscellaneous..................................... 16
SUMMARY TERM SHEET
(Section references are to the
Offer to Purchase)
This Summary Term Sheet highlights certain information concerning this
tender offer. To understand the offer fully and for a more complete discussion
of the terms and conditions of the offer, you should read carefully the entire
Offer to Purchase and the related form of Letter of Transmittal.
WHAT IS THE TENDER OFFER?
- The Chile Fund, Inc. is offering to purchase up to 3,379,976 of its shares
of Common Stock for cash at a price per share equal to 95% of the per
share net asset value as of the close of the regular trading session of
the NYSE on the date the offer expires (February 4, 2002 or, if the offer
is extended, on the date to which the offer is extended) upon specified
terms and subject to conditions as set forth in the tender offer
documents.
WHY IS THE FUND MAKING THIS TENDER OFFER?
- In November 2001, the Board of Directors of the Fund, in recognition of
the fact that the Fund's shares have traded at a persistent discount to
their net asset value, determined that it was in the best interests of the
Fund and its shareholders to initiate this tender offer.
WHEN WILL THE TENDER OFFER EXPIRE, AND MAY THE OFFER BE EXTENDED?
- The tender offer will expire at 5:00 P.M. Eastern Time on February 4,
2002, unless extended. The Fund may extend the period of time the offer
will be open by issuing a press release or making some other public
announcement by no later than the next business day after the offer
otherwise would have expired. See Section 15.
WHAT IS THE NET ASSET VALUE PER FUND SHARE AS OF A RECENT DATE?
- As of January 2, 2002, the net asset value per share was $10.09. See
Section 9 of the
Offer to Purchase for details. During the pendency of the
tender offer, current net asset value estimates can be obtained from
Credit Suisse Asset Management--Investor Relations, by calling (800)
293-1232, or at xxx.xxxxxxxxx.xxx.
WILL THE NET ASSET VALUE BE HIGHER OR LOWER ON THE DATE THAT THE PRICE TO BE
PAID FOR TENDERED SHARES IS TO BE DETERMINED?
- No one can accurately predict the net asset value at a future date.
HOW DO I TENDER MY SHARES?
- If your shares are registered in your name, you should obtain the tender
offer materials, including this
Offer to Purchase and the related form of
Letter of Transmittal, read them, and if you should decide to tender,
complete a Letter of Transmittal and submit any other documents required
by the Letter of Transmittal. These materials must be received by
EquiServe Trust Company, N.A., the Depositary, in proper form before
5:00 P.M. Eastern Time on February 4, 2002 (unless the tender offer is
extended by the Fund in which case the new deadline will be as stated in
the public announcement of the extension). If your shares are held by a
broker, dealer, commercial bank, trust company or other nominee (e.g., in
"street name"), you should contact that firm to obtain the package of
information necessary to make your decision, and you
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can only tender your shares by directing that firm to complete, compile
and deliver the necessary documents for submission to the Depositary. See
Section 5.
MAY I WITHDRAW MY SHARES AFTER I HAVE TENDERED THEM AND, IF SO, BY WHEN?
- Yes, you may withdraw your tendered shares at any time prior to 5:00 P.M.
Eastern Time on February 4, 2002 (or if the offer is extended, at any time
prior to 5:00 P.M. Eastern Time on the new expiration date). Withdrawn
shares may be re-tendered by following the tender procedures before the
offer expires (including any extension period). In addition, if shares
tendered have not by then been accepted for payment, you may withdraw your
tendered shares at any time after March 5, 2002. See Section 6.
HOW DO I WITHDRAW TENDERED SHARES?
- A written notice of withdrawal of tendered shares must be timely received
by EquiServe Trust Company, N.A., which specifies the name of the
shareholder who tendered the shares, the number of shares being withdrawn
(which must be all of the shares tendered) and, as regards share
certificates which represent tendered shares that have been delivered or
otherwise identified to EquiServe Trust Company, N.A., the name of the
registered owner of such shares if different than the person who tendered
the shares. See Section 6.
MAY I PLACE ANY CONDITIONS ON MY TENDER OF SHARES?
- No.
WHAT IF MORE THAN 3,379,976 SHARES ARE TENDERED (AND NOT TIMELY WITHDRAWN)?
- The Fund will purchase properly tendered shares from tendering
shareholders pursuant to the terms and conditions of the tender offer on a
pro rata basis (disregarding fractions) in accordance with the number of
shares tendered by each shareholder (and not timely withdrawn), unless the
Fund determines not to purchase any shares. The Fund's present intention,
if the tender offer is oversubscribed, is not to purchase more than
3,379,976 shares. See Section 1.
DOES THE FUND INTEND TO TAKE OTHER ACTIONS TO AMELIORATE THE DISCOUNT?
- If by the time of the Fund's 2002 annual shareholders' meeting (which is
usually held during the month of April), the Fund's shares continue to
trade at a significant discount to net asset value, the Board of Directors
intends to consider at that time further actions intended to narrow the
discount, although no assurance can be given that any such actions will be
taken or, if taken, that they will achieve their intended effect.
DOES THE FUND HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?
- Yes. To finance the purchase of any tendered shares, the Fund anticipates
that funds will first be derived from any cash on hand and then from the
proceeds from the sale of portfolio securities held by the Fund. The Fund
is authorized to borrow money for temporary or emergency purposes, and to
the extent the Fund does not have sufficient resources through cash on
hand and the disposition of portfolio securities to purchase shares in the
tender offer, it intends to finance a portion of the offer through a
temporary borrowing. See Section 8.
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IF THE SHARES I TENDER ARE ACCEPTED BY THE FUND, WHEN WILL PAYMENT BE MADE?
- It is contemplated that payment will be made on or about February 8, 2002.
See Section 7.
IS MY SALE OF SHARES IN THE TENDER OFFER A TAXABLE TRANSACTION?
- For most shareholders, yes. All U.S. shareholders (other than tax-exempt
shareholders) who sell shares in the tender offer are expected to
recognize gain or loss for U.S. federal income tax purposes equal to the
difference between the cash they receive for the shares sold and their
adjusted basis in the shares. The sale date for tax purposes will be the
date the Fund accepts shares for purchase. See Section 14 for details,
including the nature of the income or loss and the differing rules for
U.S. and non-U.S. shareholders. Please consult your tax advisor as well.
IS THE FUND REQUIRED TO COMPLETE THE TENDER OFFER AND PURCHASE ALL SHARES
TENDERED UP TO THE NUMBER OF SHARES TENDERED FOR?
- Yes, unless certain conditions described in Section 4 are not satisfied.
IS THERE ANY REASON SHARES TENDERED WOULD NOT BE ACCEPTED?
- In addition to those circumstances described in Section 4 in which the
Fund is not required to accept tendered shares, the Fund has reserved the
right to reject any and all tenders determined by it not to be in
appropriate form. Tenders will be rejected if they do not include original
signature(s) or the original of any required signature guarantee(s).
HOW WILL TENDERED SHARES BE ACCEPTED FOR PAYMENT?
- Properly tendered shares, up to the number tendered for, will be accepted
for payment by a determination of the Fund's Board of Directors followed
by notice of acceptance to EquiServe Trust Company, N.A. which will make
payment as directed by the Fund with funds to be deposited with it by the
Fund. See Section 7.
WHAT ACTION NEED I TAKE IF I DECIDE NOT TO TENDER MY SHARES?
- None.
DOES MANAGEMENT ENCOURAGE SHAREHOLDERS TO PARTICIPATE IN THE TENDER OFFER, AND
WILL THEY PARTICIPATE IN THE TENDER OFFER?
- No. Neither the Fund, its Board of Directors nor the Fund's investment
advisor is making any recommendation to tender or not to tender shares in
the tender offer. No director or officer of the Fund intends to tender
shares. See Section 11.
HOW DO I OBTAIN INFORMATION?
- Questions and requests for assistance should be directed to Credit Suisse
Asset Management--Investor Relations by calling (000) 000-0000, or at
xxx.xxxxxxxxx.xxx. Requests for additional copies of the
Offer to
Purchase, the Letter of Transmittal and all other tender offer documents
should be directed to Xxxxxxxxx Shareholder Communications Inc., the
Information Agent for the tender offer, toll free at (000) 000-0000. If
you do not own shares directly, you should obtain
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this information and the documents from your broker, dealer, commercial
bank, trust company or other nominee, as appropriate.
1. PRICE; NUMBER OF SHARES. Upon the terms and subject to the conditions
of the Offer, the Fund will accept for payment and purchase for cash up to
3,379,976 of its issued and outstanding Shares (approximately 25% of the Fund's
issued and outstanding Shares) that are properly tendered prior to 5:00 P.M.
Eastern Time on February 4, 2002 (and not withdrawn in accordance with
Section 6). The Fund reserves the right to amend, extend or terminate the Offer.
See Sections 4 and 15. The Fund will not be obligated to purchase Shares
pursuant to the Offer under certain circumstances. See Section 4. The later of
February 4, 2002 or the latest date to which the Offer is extended is
hereinafter called the "Expiration Date." The purchase price of the Shares will
be 95% of their net asset value ("NAV") per Share determined as of the close of
the regular trading session of the NYSE on the Expiration Date. The Fund will
not pay interest on the purchase price under any circumstances. The NAV as of
the close of the regular trading session of the NYSE on January 2, 2002 was
$10.09 per Share. During the pendency of the Offer, current NAV estimates can be
obtained from Credit Suisse Asset Management--Investor Relations, by calling
(000) 000-0000, or at xxx.xxxxxxxxx.xxx.
The Offer is being made to all shareholders and is not conditioned upon
shareholders tendering in the aggregate any minimum number of Shares.
If more than 3,379,976 Shares are properly tendered pursuant to the Offer
(and not withdrawn as provided in Section 6), unless the Fund determines not to
purchase any Shares, the Fund will purchase Shares from tendering shareholders,
in accordance with the terms and conditions specified in the Offer, on a pro
rata basis (disregarding fractions), in accordance with the number of Shares
properly tendered by or on behalf of each shareholder (and not so withdrawn).
The Fund does not contemplate extending the Offer and increasing the number of
Shares covered thereby by reason of more than 3,379,976 Shares having been
tendered.
On January 2, 2002, there were 13,519,902 Shares issued and outstanding, and
there were 884 holders of record of Shares. Certain of these holders of record
were brokers, dealers, commercial banks, trust companies and other institutions
that held Shares in nominee name on behalf of multiple beneficial owners.
2. BACKGROUND TO THE OFFER. The Fund's shares have generally traded at a
persistent discount to their net asset value per share. The Board of Directors
of the Fund (the "Board") has, over the years, discussed the significance of the
existence of the discount to net asset value at which the Fund's shares have
traded on the NYSE and the impact on shareholders of the discount. The Board has
discussed and considered various alternative strategies to address the discount
and otherwise enhance shareholder value, including instituting share
repurchases, combining with other funds, converting to an open-end format, or
liquidating. The Board has, however, consistently concluded that it was in the
best interests of the Fund and its shareholders to maintain the current
closed-end format, because, in the view of the Board, the closed-end format is
the most appropriate investment vehicle for participating in the equities
markets of emerging countries.
3. PURPOSE OF THE OFFER; PLANS OR PROPOSALS OF THE FUND. In November 2001,
the Board of Directors of the Fund, in recognition of the fact that the Fund's
shares have traded at a persistent discount to their net asset value, determined
that it was in the best interests of the Fund and its shareholders to initiate
this tender offer.
If by the time of the Fund's 2002 annual shareholders' meeting (which is
usually held during the month of April), the Fund's shares continue to trade at
a significant discount to net asset value, the Board of Directors intends to
consider at that time further actions intended to narrow the discount, although
no assurance can be given that any such actions will be taken or, if taken, that
they will achieve their intended effect.
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4. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of
the Offer, the Fund will not purchase shares pursuant to the Offer if (a) the
Fund will not be able to liquidate portfolio securities in an orderly manner and
consistent with the Fund's investment objective and policies in order to
purchase Shares tendered pursuant to the Offer; (b) there is any (i) material
legal action or proceeding instituted or threatened which challenges, in the
Board's judgment, the Offer or otherwise materially adversely affects the Fund,
(ii) suspension of or limitation on prices for trading securities generally on
the NYSE or any foreign exchange on which portfolio securities of the Fund are
traded, (iii) declaration of a banking moratorium by Federal, state or foreign
authorities or any suspension of payment by banks in the United States, New York
State or in a foreign country which is material to the Fund, (iv) limitation
which affects the Fund or the issuers of its portfolio securities imposed by
Federal, state or foreign authorities on the extension of credit by lending
institutions or on the exchange of foreign currencies, (v) commencement of war,
armed hostilities or other international or national calamity directly or
indirectly involving the United States or any foreign country that is material
to the Fund, or (vi) other event or condition which, in the Board's judgment,
would have a material adverse effect on the Fund or its shareholders if Shares
tendered pursuant to the Offer were purchased; or (c) the Board determines that
effecting the transaction would constitute a breach of the directors' fiduciary
duty owed the Fund or its shareholders. The Board may modify these conditions in
light of experience.
The foregoing conditions are for the Fund's sole benefit and may be asserted
by the Fund regardless of the circumstances giving rise to any such condition
(including any action or inaction of the Fund), and any such condition may be
waived by the Fund, in whole or in part, at any time and from time to time in
its reasonable judgment. The Fund's failure at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right; the waiver of
any such right with respect to particular facts and circumstances shall not be
deemed a waiver with respect to any other facts or circumstances; and each such
right shall be deemed an ongoing right which may be asserted at any time and
from time to time. Any determination by the Fund concerning the events described
in this Section 4 shall be final and binding.
The Fund reserves the right, at any time during the pendency of the Offer,
to amend, extend or terminate the Offer in any respect. See Section 15.
5. PROCEDURES FOR TENDERING SHARES.
a. PROPER TENDER OF SHARES. For Shares to be properly tendered pursuant
to the Offer, a shareholder must cause a properly completed and duly
executed Letter of Transmittal bearing original signature(s) and the
original of any required signature guarantee(s), and any other documents
required by the Letter of Transmittal, to be received by the Depositary at
the appropriate address set forth on the cover page of the Letter of
Transmittal and must either cause certificates for tendered Shares to be
received by the Depositary at such address or cause such Shares to be
delivered pursuant to the procedures for book-entry delivery set forth below
(and confirmation of receipt of such delivery to be received by the
Depositary), in each case before 5:00 P.M. Eastern Time on the Expiration
Date, or (in lieu of the foregoing) such shareholder must comply with the
guaranteed delivery procedures set forth below. Letters of Transmittal and
certificates representing tendered Shares should not be sent or delivered to
the Fund. Shareholders who desire to tender Shares registered in the name of
a broker, dealer, commercial bank, trust company or other nominee must
contact that firm to effect a tender on their behalf.
Section 14(e) of the Exchange Act and Rule 14e-4 promulgated thereunder make
it unlawful for any person, acting alone or in concert with others, directly
or indirectly, to tender Shares in a partial tender offer for such person's
own account unless at the time of tender, and at the time the Shares are
accepted for payment, the person tendering has a net long position equal to
or greater than the amount tendered in (a) Shares, and will deliver or cause
to be delivered such Shares for the purpose of tender to the Fund within the
period specified in the Offer, or (b) an equivalent
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security and, upon the acceptance of his or her tender, will acquire Shares
by conversion, exchange or exercise of such equivalent security to the
extent required by the terms of the Offer, and will deliver or cause to be
delivered the Shares so acquired for the purpose of tender to the Fund prior
to or on the Expiration Date. Section 14(e) and Rule 14e-4 provide a similar
restriction applicable to the tender or guarantee of a tender on behalf of
another person.
The acceptance of Shares by the Fund for payment will constitute a binding
agreement between the tendering shareholder and the Fund upon the terms and
subject to the conditions of the Offer, including the tendering
shareholder's representation that the shareholder has a net long position in
the Shares being tendered within the meaning of Rule 14e-4 and that the
tender of such Shares complies with Rule 14e-4.
b. SIGNATURE GUARANTEES AND METHOD OF DELIVERY. No signature guarantee
is required if (a) the Letter of Transmittal is signed by the registered
holder(s) (including, for purposes of this document, any participant in The
Depository Trust Company ("DTC") book-entry transfer facility whose name
appears on DTC's security position listing as the owner of Shares) of the
Shares tendered thereby, unless such holder(s) has completed either the box
entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" in the Letter of Transmittal or (b) the Shares
tendered are tendered for the account of a firm (an "Eligible Institution")
which is a broker, dealer, commercial bank, credit union, savings
association or other entity and which is a member in good standing of a
stock transfer association's approved medallion program (such as STAMP, SEMP
or MSP). In all other cases, all signatures on the Letter of Transmittal
must be guaranteed by an Eligible Institution. See Instruction 6 of the
Letter of Transmittal.
If the Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered thereby, the signature(s) must correspond with the
name(s) as written on the face of the certificate(s) for the Shares tendered
without alteration, enlargement or any change whatsoever.
If any of the Shares tendered thereby are owned of record by two or more
joint owners, all such owners must sign the Letter of Transmittal.
If any of the tendered Shares are registered in different names, it is
necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations.
If the Letter of Transmittal or any certificates for Shares tendered or
stock powers relating to Shares tendered are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, such persons should
so indicate when signing, and proper evidence satisfactory to the Fund of
their authority so to act must be submitted.
If the Letter of Transmittal is signed by the registered holder(s) of the
Shares transmitted therewith, no endorsements of certificates or separate
stock powers with respect to such Shares are required unless payment is to
be made to, or certificates for Shares not purchased are to be issued in the
name of, a person other than the registered holder(s). Signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution.
If the Letter of Transmittal is signed by a person other than the registered
holder(s) of the certificate(s) listed thereon, the certificate(s) must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear(s) on the
certificate(s) for the Shares involved. Signatures on such certificates or
stock powers must be guaranteed by an Eligible Institution.
c. BOOK-ENTRY DELIVERY. The Depositary has established an account with
respect to the Shares at DTC for purposes of the Offer. Any financial
institution that is a participant in the DTC system may make book-entry
delivery of tendered Shares by causing DTC to transfer such Shares
6
into the Depositary's account at DTC in accordance with DTC's procedures for
such transfers. However, although delivery of Shares may be effected through
book-entry transfer into the Depositary's account at DTC, a Letter of
Transmittal properly completed and bearing original signature(s) and the
original of any required signature guarantee(s), or an Agent's Message (as
defined below) in connection with a book-entry transfer and any other
documents required by the Letter of Transmittal, must in any case be
received by the Depositary prior to 5:00 P.M. Eastern Time on the Expiration
Date at one of its addresses set forth on the inside front cover of this
Offer to Purchase, or the tendering shareholder must comply with the
guaranteed delivery procedures described below.
The term "Agent's Message" means a message from DTC transmitted to, and
received by, the Depositary forming a part of a timely confirmation of a
book-entry transfer of Shares (a "Book-Entry Confirmation") which states
that (a) DTC has received an express acknowledgment from the DTC participant
tendering the Shares that are the subject of the Book-Entry Confirmation,
(b) the DTC participant has received and agrees to be bound by the terms of
the Letter of Transmittal, and (c) the Fund may enforce such agreement
against the DTC participant.
Delivery of documents to DTC in accordance with DTC's procedures does not
constitute delivery to the Depositary.
d. GUARANTEED DELIVERY. Notwithstanding the foregoing, if a shareholder
desires to tender Shares pursuant to the Offer and the certificates for the
Shares to be tendered are not immediately available, or time will not permit
the Letter of Transmittal and all documents required by the Letter of
Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the
Expiration Date, or a shareholder cannot complete the procedures for
delivery by book-entry transfer on a timely basis, then such shareholder's
Shares may nevertheless be tendered, provided that all of the following
conditions are satisfied:
(i) the tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery in the form provided by the Fund is received by the Depositary
prior to 5:00 P.M. Eastern Time on the Expiration Date; and
(iii) the certificates for all such tendered Shares, in proper form
for transfer, or a Book-Entry Confirmation with respect to such Shares,
as the case may be, together with a Letter of Transmittal properly
completed and bearing original signature(s) and the original of any
required signature guarantee(s) (or, in the case of a book-entry
transfer, an Agent's Message) and any documents required by the Letter of
Transmittal, are received by the Depositary prior to 5:00 P.M. Eastern
Time on the third NYSE trading day after the date of execution of the
Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile transmission or mail to the Depositary and must include a
guarantee by an Eligible Institution and a representation that the
shareholder owns the Shares tendered within the meaning of, and that the
tender of the Shares effected thereby complies with, Rule 14e-4 under the
Exchange Act, each in the form set forth in the Notice of Guaranteed
Delivery.
THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND
SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. Shareholders have the responsibility to cause their Shares
tendered (in proper certificated or uncertificated form), the Letter of
Transmittal properly completed and bearing original signature(s) and the
original of any required signature guarantee(s) and any other documents
required
7
by the Letter of Transmittal, to be timely delivered. Timely delivery is a
condition precedent to acceptance of Shares for purchase pursuant to the
Offer and to payment of the purchase amount.
Notwithstanding any other provision hereof, payment for Shares accepted for
payment pursuant to the Offer will in all cases be made only after timely
receipt by the Depositary of Share certificates evidencing such Shares or a
Book-Entry Confirmation of the delivery of such Shares (if available), a
Letter of Transmittal properly completed and bearing original
signature(s) and the original of any required signature guarantee(s) or, in
the case of a book-entry transfer, an Agent's Message and any other
documents required by the Letter of Transmittal.
e. DETERMINATIONS OF VALIDITY. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of tenders will be
determined by the Fund, in its sole discretion, which determination shall be
final and binding. The Fund reserves the absolute right to reject any or all
tenders determined not to be in appropriate form or to refuse to accept for
payment, purchase, or pay for, any Shares if, in the opinion of the Fund's
counsel, accepting, purchasing or paying for such Shares would be unlawful.
The Fund also reserves the absolute right to waive any of the conditions of
the Offer or any defect in any tender, whether generally or with respect to
any particular Share(s) or shareholder(s). The Fund's interpretations of the
terms and conditions of the Offer shall be final and binding.
NEITHER THE FUND, ITS BOARD OF DIRECTORS, CSAM, THE DEPOSITARY NOR ANY OTHER
PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR
IRREGULARITY IN ANY TENDER, AND NONE OF THEM WILL INCUR ANY LIABILITY FOR
FAILURE TO GIVE ANY SUCH NOTICE.
f. UNITED STATES FEDERAL INCOME TAX WITHHOLDING. To prevent the
imposition of a U.S. federal backup withholding tax equal to 30% of the
gross payments made pursuant to the Offer, prior to such payments each
shareholder accepting the Offer who has not previously submitted to the Fund
a correct, completed and signed Form W-9 (for U.S. Shareholders) or Form
W-8BEN or Form W-8ECI (for Non-U.S. Shareholders), or otherwise established
an exemption from such withholding, must submit the appropriate form to the
Depositary. See Section 14.
Under certain circumstances (see Section 14), the Depositary will
withhold a tax equal to 30% of the gross payments payable to a Non-U.S.
Shareholder unless the Depositary determines that a reduced rate of
withholding or an exemption from withholding is applicable. (Exemption from
backup withholding tax does not exempt a Non-U.S. Shareholder from the 30%
withholding tax.) For this purpose, a Non-U.S. Shareholder, is, in general,
a shareholder that is not (i) a citizen or resident of the United States,
(ii) a corporation or a partnership (or other entity that is treated as a
corporation or partnership for U.S. federal income tax purposes) created or
organized in or under the laws of the United States, any State thereof or
the District of Columbia, (iii) an estate the income of which is subject to
United States federal income taxation regardless of the source of such
income, or (iv) a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more U.S. persons have the authority to control all substantial decisions of
the trust. The Depositary will determine a shareholder's status as a
Non-U.S. Shareholder and the shareholder's eligibility for a reduced rate
of, or an exemption from, withholding by reference to any outstanding
certificates or statements concerning such eligibility, unless facts and
circumstances indicate that such reliance is not warranted. A Non-U.S.
Shareholder that has not previously submitted the appropriate certificates
or statements with respect to a reduced rate of, or exemption from,
withholding for which such shareholder may be eligible should consider doing
so in order to avoid over-withholding. See Section 14.
6. WITHDRAWAL RIGHTS. At any time prior to 5:00 P.M. Eastern Time on
February 4, 2002 (or if the offer is extended, at any time prior to 5:00 P.M.
Eastern Time on the new Expiration Date), and, if the Shares have not by then
been accepted for payment by the Fund, at any time after March 5, 2002,
8
any shareholder may withdraw all, but not less than all, of the Shares that the
shareholder has tendered.
To be effective, a written notice of withdrawal of Shares tendered must be
timely received by the Depositary at the appropriate address set forth on the
inside front cover of this
Offer to Purchase. Shareholders may also send a
facsimile transmission notice of withdrawal, which must be timely received by
the Depositary at (000) 000-0000 (the receipt of which may be confirmed by
calling (000) 000-0000), and the original notice of withdrawal must be delivered
to the Depositary by overnight courier or by hand the next day. Any notice of
withdrawal must specify the name(s) of the person having tendered the Shares to
be withdrawn, the number of Shares to be withdrawn (which may not be less than
all of the Shares tendered by the shareholder) and, if one or more certificates
representing such Shares have been delivered or otherwise identified to the
Depositary, the name(s) of the registered owner(s) of such Shares as set forth
in such certificate(s) if different from the name(s) of the person tendering the
Shares. If one or more certificates have been delivered to the Depositary, then,
prior to the release of such certificate(s), the certificate number(s) shown on
the particular certificate(s) evidencing such Shares must also be submitted and
the signature on the notice of withdrawal must be guaranteed by an Eligible
Institution.
All questions as to the validity, form and eligibility (including time of
receipt) of notices of withdrawal will be determined by the Fund in its sole
discretion, which determination shall be final and binding. Shares properly
withdrawn will not thereafter be deemed to be tendered for purposes of the
Offer. Withdrawn Shares, however, may be re-tendered by following the procedures
described in Section 5 prior to 5:00 P.M. Eastern Time on the Expiration Date.
Except as otherwise provided in this Section 6, tenders of Shares made pursuant
to the Offer will be irrevocable.
NEITHER THE FUND, ITS BOARD OF DIRECTORS, CSAM, THE DEPOSITARY NOR ANY OTHER
PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY
IN ANY NOTICE OF WITHDRAWAL, NOR SHALL ANY OF THEM INCUR ANY LIABILITY FOR
FAILURE TO GIVE ANY SUCH NOTICE.
7. PAYMENT FOR SHARES. For purposes of the Offer, the Fund will be deemed
to have accepted for payment and purchased Shares that are tendered (and not
withdrawn in accordance with Section 6 pursuant to the Offer) when, as and if it
gives oral or written notice to the Depositary of its acceptance 9 of such
Shares for payment pursuant to the Offer. Under the Exchange Act, the Fund is
obligated to pay for or return tendered Shares promptly after the termination,
expiration or withdrawal of the Offer. Upon the terms and subject to the
conditions of the Offer, the Fund will pay for Shares properly tendered as soon
as practicable after the Expiration Date. The Fund will make payment for Shares
purchased pursuant to the Offer by depositing the aggregate purchase price
therefor with the Depositary, which will make payment to shareholders promptly
as directed by the Fund. The Fund will not pay interest on the purchase price
under any circumstances. Shares purchased in the Offer will be retired.
In all cases, payment for Shares purchased pursuant to the Offer will be
made only after timely receipt by the Depositary of: (a) a Letter of Transmittal
properly completed and bearing original signature(s) and any required signature
guarantee(s), (b) such Shares (in proper certificated or uncertificated form)
and (c) any other documents required by the Letter of Transmittal. Shareholders
may be charged a fee by a broker, dealer or other institution for processing the
tender requested. Certificates representing Shares tendered but not purchased
will be returned promptly following the termination, expiration or withdrawal of
the Offer, without further expense to the tendering shareholder. The Fund will
pay any transfer taxes payable on the transfer to it of Shares purchased
pursuant to the Offer. If, however, tendered Shares are registered in the name
of any person other than the person signing the Letter of Transmittal, the
amount of any such transfer taxes (whether imposed on the registered owner or
such other person) payable on account of the transfer to such person of such
Shares will be deducted from the purchase price unless satisfactory evidence of
the
9
payment of such taxes, or exemption therefrom, is submitted. The Fund may not be
obligated to purchase Shares pursuant to the Offer under certain conditions. See
Section 4.
Any tendering shareholder or other payee who has not previously submitted a
correct, completed and signed Form W-8BEN, Form W-8ECI or Form W-9, as
necessary, and who fails to complete fully and sign either the Form W-8BEN, Form
W-8ECI or Substitute Form W-9 in the Letter of Transmittal and provide that form
to the Depositary, may be subject to federal backup withholding tax of 30% of
the gross proceeds paid to such shareholder or other payee pursuant to the
Offer. See Section 14 regarding this tax as well as possible withholding at the
rate of 30% (or lower applicable treaty rate) on the gross proceeds payable to
tendering non-U.S. shareholders.
8. SOURCE AND AMOUNT OF FUNDS. The total cost to the Fund of purchasing
3,379,976 of its issued and outstanding Shares pursuant to the Offer would be
$32,413,970 (based on a price per Share of $9.59, 95% of the NAV as of the close
of the regular trading session of the NYSE on January 2, 2002). On January 2,
2002, the aggregate value of the Fund's net assets was $136,470,869. To pay the
aggregate purchase price of Shares accepted for payment pursuant to the Offer,
the Fund anticipates that funds will first be derived from any cash on hand and
then from the proceeds from the sale of portfolio securities held by the Fund.
The selection of which portfolio securities to sell, if any, will be made by
CSAM, taking into account investment merit, relative liquidity and applicable
investment restrictions and legal requirements. The Fund is authorized to borrow
money for temporary or emergency purposes, and to the extent the Fund does not
have sufficient resources through cash on hand and the disposition of portfolio
securities to purchase Shares in the Offer, it intends to finance a portion of
the Offer through a temporary borrowing. The Fund and other investment companies
or portfolios thereof advised by CSAM are parties to a $200 million committed,
unsecured line of credit (the "Facility") with a syndicate of banks for which
Deutsche Bank AG, New York Branch acts as the administrative agent, The Bank of
Nova Scotia acts as syndication agent, BNP Paribas acts as documentation agent
and State Street Bank and Trust Company acts as operations agent. The Facility
is intended primarily to cover temporary or emergency needs of the funds.
Amounts drawn under the Facility bear interest at the overnight Federal Funds
rate plus 50 basis points per annum. Any amounts drawn under the Facility will
be repaid from the sale of the Fund's portfolio securities. The Fund may specify
the term of the borrowing, up to 60 days, at the time the loan is drawn down.
The amounts available to be drawn down by the Fund under the Facility will
depend upon the level of borrowings by other funds that are parties to the
Facility, and accordingly it is possible that the Fund may not be able to borrow
under the Facility the amounts desired.
Because the Fund may sell portfolio securities to raise cash for the
purchase of Shares, during the pendency of the Offer, and possibly for a short
time thereafter, the Fund may hold a greater than normal percentage of its
assets in cash and cash equivalents. As of January 2, 2002, cash and cash
equivalents constituted approximately 2.02% of the Fund's total assets.
Under some market circumstances, it may be necessary for the Fund to raise
cash by liquidating portfolio securities in a manner that could reduce the
market value of such securities and, thus, reduce both the NAV of the Shares and
the proceeds from the sale of such securities. Liquidating portfolio securities,
if necessary, may also lead to the premature disposition of portfolio
investments and additional transaction and tax costs. Depending upon the timing
of such sales, any such decline in NAV may adversely affect any tendering
shareholders whose Shares are accepted for purchase by the Fund, as well as
those shareholders who do not sell Shares pursuant to the Offer. Shareholders
who retain their Shares may be subject to certain other effects of the Offer.
See Section 14.
9. PRICE RANGE OF SHARES; DIVIDENDS/DISTRIBUTIONS. The following table
sets forth, for the periods indicated, the high and low NAVs per Share and the
high and low closing sale prices per Share
10
as reported on the NYSE Composite Tape, and the amounts of cash
dividends/distributions per Share paid during such periods.
NET ASSET VALUE MARKET PRICE
------------------- ---------------------
DIVIDENDS/
HIGH LOW HIGH LOW DISTRIBUTIONS
------ ------ -------- -------- -----
FISCAL YEAR (ENDED DECEMBER 31,)
-----------------------------------------
1999
1st Quarter............................ $13.85 $11.23 $10.50 $ 8.1875 --
2nd Quarter............................ 16.42 13.96 12.6875 10.4375 --
3rd Quarter............................ 15.92 14.04 12.375 10.3125 $0.02
4th Quarter............................ 15.26 12.95 11.25 9.25 0.63
2000
1st Quarter............................ 17.05 15.22 12.625 10.50 --
2nd Quarter............................ 15.45 13.64 10.625 9.3125 --
3rd Quarter............................ 13.87 12.83 10.125 9.0625 0.04
4th Quarter............................ 12.98 11.43 9.3125 8.3125 0.55
2001
1st Quarter............................ 12.35 10.96 9.75 8.4375 --
2nd Quarter............................ 12.49 10.89 10.00 8.58 --
3rd Quarter............................ 11.68 8.64 9.55 7.09 0.87
4th Quarter............................ 10.16 8.23 8.75 6.66 0.14
As of the close of business on January 2, 2002, the Fund's NAV was $10.09
per Share, and the high, low and closing prices per Share on the NYSE on that
date were $8.50, $8.41 and $8.50, respectively. During the pendency of the
Offer, daily NAV estimates can be obtained by contacting Credit Suisse Asset
Management--Investor Relations at (000) 000-0000, or at xxx.xxxxxxxxx.xxx.
The tendering of Shares, unless and until shares tendered are accepted for
payment and purchase, will not affect the record ownership of any such tendered
Shares for purposes of entitlement to any dividends payable by the Fund.
10. SELECTED FINANCIAL INFORMATION. The following table is intended to
help you understand the financial performance of the Fund. This information is
derived from financial and accounting records of the Fund.
This information, except for the information for the six months ended June
30, 2001, as noted in the table, has been audited by PricewaterhouseCoopers LLP,
the Fund's independent auditors, whose reports, along with the Fund's financial
statements, are incorporated herein by reference and included in the Fund's
Semi-Annual Report to Shareholders. The Semi-Annual Report may be obtained
without charge, by writing to Xxxxxxxxx Shareholder Communications Inc., 00
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or by calling (000) 000-0000.
11
--------------------------------------------------------------------------------
THE CHILE FUND, INC.
FINANCIAL HIGHLIGHTSSECTION
--------------------------------------------------------------------------------
The following table includes per share operating performance data for a share of
common stock outstanding, total investment return, ratios to average net assets
and other supplemental data for each period indicated. This information has been
derived from information provided in the financial statements and market price
data for the Fund's shares.
--------------------------------------------------------------------------------
For the Six
Months
Ended For the Years Ended December 31,
June 30, 2001 -----------------------------------------------------------------
(Unaudited) 2000 1999 1998 1997 1996 1995
-------------- -------- -------- --------- ------------ --------- ---------
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period.... $11.43 $15.22 $12.59 $21.61 $22.59 $26.45 $26.26
-------- -------- -------- -------- -------- -------- --------
Net investment income/(loss)............ 0.21 (0.06)+ 0.09 0.38 0.10 0.47 0.65
Net realized and unrealized gain/(loss)
on investments and foreign currency
related transactions ++............... 0.06 (3.14)* 3.19 (6.88) 2.32 (3.44) 0.41
-------- -------- -------- -------- -------- -------- --------
Net increase/(decrease) in net assets
resulting from operations............. 0.27 (3.20) 3.28 (6.50) 2.42 (2.97) 1.06
-------- -------- -------- -------- -------- -------- --------
Dividends and distributions to
shareholders:
Net investment income................. -- (0.01) (0.07) (0.32) -- (0.47) (0.65)
Net realized gain on investments and
foreign currency related
transactions........................ -- (0.58) (0.58) (2.20) (3.40) (0.26) (0.22)
-------- -------- -------- -------- -------- -------- --------
In excess of net investment income.... -- -- -- -- -- (0.16) --
In excess of net realized gains on
investments and foreign currency
related transactions................ -- -- -- -- -- -- --
Total dividends and distributions to
shareholders.......................... -- (0.59) (0.65) (2.52) (3.40) (0.89) (0.87)
-------- -------- -------- -------- -------- -------- --------
Dilution due to capital share rights
offering.............................. -- -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Net asset value, end of period.......... $11.70 $11.43 $15.22 $12.59 $21.61 $22.59 $26.45
======== ======== ======== ======== ======== ======== ========
Market value, end of period............. $9.60 $8.438 $11.250 $9.063 $17.813 $20.875 $26.000
======== ======== ======== ======== ======== ======== ========
Total investment return (a) ............ 13.78% (20.04)% 31.45% (33.00)% 3.56% (16.43)% 16.66%
======== ======== ======== ======== ======== ======== ========
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000
omitted).............................. $158,230 $154,473 $218,027 $180,357 $303,944 $317,012 $370,275
Ratio of expenses to average net assets,
including taxes (b)................... 2.62%(c) 2.98% 2.16% -- 3.34% 1.96% --
Ratio of expenses to average net assets,
excluding taxes....................... 1.48%(c) 1.73% 1.64% 1.62% 1.50% 1.48% 1.46%
Ratio of net investment income/(loss) to
average net assets (b) ............... 3.61%(c) (0.45)% 0.61% 2.29% 0.38% 1.79% 2.39%
Portfolio turnover rate................. 9.12% 24.25% 12.01% 5.39% 35.59% 4.82% 2.38%
--------------------------------------------------------------------------------
12
For the Years Ended December 31,
--------------------------------------------
1994 1993 1992 1991
--------- --------- ------------ --------
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period.... $20.13 $15.55 $14.84 $8.72
-------- -------- -------- --------
Net investment income................... 0.42+ 0.35 0.39 0.49
Net realized and unrealized gain/(loss)
on investments and foreign currency
related transactions.................. 6.24 5.96 1.93 7.21
-------- -------- -------- --------
Net increase/(decrease) in net assets
resulting from operations............. 6.66 6.31 2.32 7.70
-------- -------- -------- --------
Dividends and distributions to
shareholders:
Net investment income................. (0.47) (0.31) (0.39) (0.49)
Net realized gain on investments and
foreign currency related
transactions........................ (0.06) (0.26) (1.22) (1.09)
-------- -------- -------- --------
In excess of net investment income.... -- -- -- --
In excess of net realized gains on
investments and foreign currency
related transactions................ -- (0.16) -- --
Total dividends and distributions to
shareholders.......................... (0.53) (0.73) (1.61) (1.58)
-------- -------- -------- --------
Dilution due to capital share rights
offering.............................. -- (1.00) -- --
-------- -------- -------- --------
Net asset value, end of period.......... $26.26 $20.13 $15.55 $14.84
======== ======== ======== ========
Market value, end of period............. $23.063 $22.250 $16.563 $11.938
======== ======== ======== ========
Total investment return (a) ............ 6.05% 38.82% 53.80% 71.05%
======== ======== ======== ========
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000
omitted).............................. $367,047 $281,031 $168,580 $160,360
Ratio of expenses to average net assets,
including taxes (b) .................. -- -- 2.15% 2.13%
Ratio of expenses to average net assets,
excluding taxes....................... 1.39% 1.72% 1.71% 1.75%
Ratio of net investment income/(loss) to
average net assets (b) ............... 1.74% 2.47% 2.17% 3.41%
Portfolio turnover rate................. 0.86% 11.29% 6.29% 19.32%
----------------------------------------------------------------------------
Section Per share amounts prior to July 17, 1995 have been restated to reflect a
two-for-one stock split on July 17, 1995.
+ Based on average shares outstanding.
++ Includes a $0.08 and $0.01 per share decrease to the Fund's net asset value
per share resulting from the dilutive impact of shares issued pursuant to
the Fund's automatic Dividend Reinvestment Plan in 1998 and 1995,
respectively.
* Includes a $0.22 per share increase to the Fund's NAV due to the impact of
capital shares repurchased.
(a) Total investment return at market value is based on the changes in market
price of a share during the period and assumes reinvestment of dividends
and distributions, if any, at actual prices pursuant to the Fund's dividend
reinvestment program. Total investment return does not reflect brokerage
commissions.
(b) Ratios include effect of repatriation taxes.
(c) Annualized.
--------------------------------------------------------------------------------
13
11. INTEREST OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN RELATED
PERSONS. Information, as of particular dates, concerning the Fund's directors
and executive officers, their remuneration, any material interest of such
persons in transactions with the Fund and other matters is required to be
disclosed in proxy statements distributed to the Fund's shareholders in proxy
statements distributed to the Fund's shareholders and filed with the Securities
and Exchange Commission (the "SEC"). Other than pursuant to the approved Stock
Purchase Program under which the Fund's directors receive 50% of their annual
retainer in Shares, neither the Fund nor, to the best of the Fund's knowledge,
any of the Fund's directors or executive officers, has effected any transaction
in Shares during the 60 days before the date hereof.
Except as set forth in this Offer, neither the Fund, nor, to the best of the
Fund's knowledge, any of the Fund's directors or executive officers, is a party
to any contract, arrangement, understanding or relationship with any other
person relating, directly or indirectly, to the Offer with respect to any
securities of the Fund, including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or the voting
of any such securities, joint ventures, loan or option arrangements, puts or
calls, guaranties of loans, guaranties against loss or the giving or withholding
of proxies, consents or authorizations. Based upon information provided or
available to the Fund, no director or officer of the Fund intends to tender
Shares pursuant to the Offer. The Offer does not, however, restrict the purchase
of shares pursuant to the Offer from any such person.
12. CERTAIN INFORMATION ABOUT THE FUND. The Fund is a Maryland corporation
with its principal executive offices located at 000 Xxxxxxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (telephone number (000) 000-0000). The Fund is a
closed-end, non-diversified, management investment company organized as a
Maryland corporation. As a closed-end investment company, the Fund differs from
an open-end investment company (I.E., a mutual fund) in that it does not redeem
its Shares at the election of a shareholder and does not continuously offer its
Shares for sale to the public. The Fund's investment objective is to seek total
return, consisting of capital appreciation and income, by investing primarily in
Chilean equity and debt securities. The Fund has been managed since its
inception by CSAM.
CSAM is a registered investment adviser under the Investment Advisers Act of
1940 with offices located at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000 (telephone number (000) 000-0000). CSAM, the institutional asset
management and mutual fund arm of Credit Suisse Group, is a diversified asset
manager, handling equity, fixed income, international and derivative based
accounts through its offices in 14 countries.
13. ADDITIONAL INFORMATION. An Issuer Tender Offer Statement on Schedule
TO (the "Schedule TO") including the exhibits thereto, filed with the SEC,
provides certain additional information relating to the Offer, and may be
inspected and copied at the prescribed rates at the SEC's public reference
facilities at 000 Xxxxx Xxxxxx, X.X., Xxxx 0000, Xxxxxxxxxx, X.X. 00000, 000
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and Citicorp Center, 000 X. Xxxxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000-0000. Copies of the Schedule TO and the
exhibits may also be obtained by mail at the prescribed rates from the Public
Reference Branch of the SEC at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000.
14. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES. The following
discussion is a general summary of the U.S. federal income tax consequences of a
sale of Shares pursuant to the Offer based on current U.S. federal income tax
law, including the Internal Revenue Code of 1986, as amended (the "Code"),
applicable Treasury regulations and Internal Revenue Service rulings. Each
shareholder should consult his or her own tax advisor for a full understanding
of the tax consequences of such a sale, including potential state, local and
foreign taxation by jurisdictions of which the shareholder is a citizen,
resident or domiciliary.
U.S. SHAREHOLDERS. It is anticipated that shareholders (other than
tax-exempt persons) who are citizens and/or residents of the U.S., corporations
or partnerships (or certain other entities that are
14
treated a corporations or partnerships for United States federal income tax
purposes) created or organized in or under the laws of the U.S. or any State
thereof or the District of Columbia, estates the income of which is subject to
U.S. federal income taxation regardless of the source of such income, and trusts
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more U.S. persons have the authority
to control all substantial decisions of the trust ("U.S. Shareholders"), and who
sell Shares pursuant to the Offer will generally recognize gain or loss for U.S.
federal income tax purposes equal to the difference between the amount of cash
they receive pursuant to the Offer and their adjusted tax basis in the Shares
sold. The sale date for tax purposes will be the date the Fund accepts Shares
for purchase. This gain or loss will be capital gain or loss if the Shares sold
are held by the tendering U.S. Shareholder at the time of sale as capital assets
and will be treated as either long-term or short-term if the Shares have been
held at that time for more than one year or for one year or less, respectively.
Any such long- term capital gain realized by a non-corporate U.S. Shareholder
will be taxed at a maximum rate of 20%. This U.S. federal income tax treatment,
however, is based on the assumption that not all shareholders will tender their
Shares pursuant to the Offer and that the continuing ownership interest in the
Fund of each tendering shareholder (including Shares constructively owned by
such tendering shareholder pursuant to the provisions of Section 318 of the
Code) will be sufficiently reduced to qualify the sale as a sale rather than a
distribution for U.S. federal income tax purposes. It is therefore possible that
the cash received for the Shares purchased by the Fund would be taxable as a
distribution by the Fund, rather than as a gain from the sale of the Shares. In
that event, the cash received by a U.S. Shareholder will be taxable as a
dividend (I.E., as ordinary income) to the extent of the U.S. Shareholder's
allocable share of the Fund's current or accumulated earnings and profits, with
any excess of the cash received over the portion so taxable as a dividend
constituting a non-taxable return of capital to the extent of the U.S.
Shareholder's tax basis in the Shares sold and with any remaining excess of such
cash being treated as either long-term or short-term capital gain from the sale
of the Shares (if the Shares are held as capital assets) depending on how long
they were held by the U.S. Shareholder. If cash received by a U.S. Shareholder
is taxable as a dividend, the shareholder's tax basis in the purchased Shares
will be added to the tax basis of the remaining Shares held by the shareholder.
In addition, if a tender of Shares is treated as a distribution to a tendering
shareholder, a constructive dividend under Section 305(c) of the Code may result
to a non-tendering shareholder whose proportionate interest in the Fund has been
increased by such tender.
Under the "wash sale" rules under the Code, loss recognized on Shares sold
pursuant to the Offer will ordinarily be disallowed to the extent the U.S.
Shareholder acquires Shares within 30 days before or after the date the tendered
Shares are purchased pursuant to the Offer and, in that event, the basis and
holding period of the Shares acquired will be adjusted to reflect the disallowed
loss.
The Depositary may be required to withhold 30% of the gross proceeds paid to
a U.S. Shareholder or other payee pursuant to the Offer unless either: (a) the
U.S. Shareholder has completed and submitted to the Depositary an IRS Form W-9
(or Substitute Form W-9), providing the U.S. Shareholder's employer
identification number or social security number, as applicable, and certifying
under penalties of perjury that: (a) such number is correct; (b) either (i) the
U.S. Shareholder is exempt from backup withholding, (ii) the U.S. Shareholder
has not been notified by the Internal Revenue Service that the U.S. Shareholder
is subject to backup withholding as a result of an under-reporting of interest
or dividends, or (iii) the Internal Revenue Service has notified the U.S.
Shareholder that the U.S. Shareholder is no longer subject to backup
withholding; or (c) an exception applies under applicable law. A Substitute Form
W-9 is included as part of the Letter of Transmittal for U.S. Shareholders.
NON-U.S. SHAREHOLDERS. The U.S. federal income taxation of a Non-U.S.
Shareholder (I.E., any shareholder that is not a U.S. Shareholder as defined
above) on a sale of Shares pursuant to the Offer depends on whether such
transaction is "effectively connected" with a trade or business carried on in
the U.S. by the Non-U.S. Shareholder as well as the tax characterization of the
transaction as either a sale of the Shares or a distribution by the Fund, as
discussed above for U.S. Shareholders. If the sale of
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Shares pursuant to the Offer is not so effectively connected and if, as
anticipated for most U.S. Shareholders, it gives rise to taxable gain or loss,
any gain realized by a Non-U.S. Shareholder upon the tender of Shares pursuant
to the Offer will not be subject to U.S. federal income tax or to any U.S.
withholding tax, provided, however, that such a gain will be subject to U.S.
federal income tax at the rate of 30% (or such lower rate as may be applicable
under a tax treaty) if the Non-U.S. Shareholder is a non-resident alien
individual who is physically present in the United States for more than 182 days
during the taxable year of the sale. If, however, the cash received by a
tendering Non-U.S. Shareholder is treated for U.S. tax purposes as a
distribution by the Fund, the portion of the distribution treated as a dividend
to the Non-U.S. Shareholder would be subject to a U.S. withholding tax at the
rate of 30% (or such lower rate as may be applicable under a tax treaty) if the
dividend does not constitute effectively connected income. If the amount
realized on the tender of Shares by a Non-U.S. Shareholder is effectively
connected income, regardless of whether the tender is characterized as a sale or
as giving rise to a distribution from the Fund for U.S. federal income tax
purposes, the transaction will be treated and taxed in the same manner as if the
Shares involved were tendered by a U.S. Shareholder.
Non-U.S. Shareholders should provide the Depositary with a completed IRS
Form W- 8BEN or Form W-8ECI in order to avoid 30% backup withholding on the cash
they receive from the Fund regardless of how they are taxed with respect to
their tendered Shares. Copies of Form W-8BEN and Form W-8ECI are provided with
the Letter of Transmittal for Non-U.S. Shareholders.
15. AMENDMENTS; EXTENSION OF TENDER PERIOD; TERMINATION. The Fund reserves
the right, at any time during the pendency of the Offer, to amend, extend or
terminate the Offer in any respect. Without limiting the manner in which the
Fund may choose to make a public announcement of such an amendment, extension or
termination, the Fund shall have no obligation to publish, advertise or
otherwise communicate any such public announcement, except as provided by
applicable law (including Rule 14e-1(d) promulgated under the Exchange Act) and
by the requirements of the NYSE (including the listing agreement with respect to
the Shares). Except to the extent required by applicable law (including
Rule 13e-4(f)(1) promulgated under the Exchange Act), the Fund will have no
obligation to extend the Offer. In the event that the Fund is obligated to, or
elects to, extend the Offer, the purchase price for each Share purchased
pursuant to the Offer will be equal to 95% of the per Share NAV determined as of
the close of the regular trading session of the NYSE on the Expiration Date as
extended. No Shares will be accepted for payment until on or after the new
Expiration Date.
16. MISCELLANEOUS. The Offer is not being made to, nor will the Fund
accept tenders from, or on behalf of, owners of Shares in any jurisdiction in
which the making of the Offer or its acceptance would not comply with the
securities or "blue sky" laws of that jurisdiction. The Fund is not aware of any
jurisdiction in which the making of the Offer or the acceptance of tenders of,
purchase of, or payment for, Shares in accordance with the Offer would not be in
compliance with the laws of such jurisdiction. The Fund, however, reserves the
right to exclude shareholders in any jurisdiction in which it is asserted that
the Offer cannot lawfully be made or tendered Shares cannot lawfully be
accepted, purchased or paid for. So long as the Fund makes a good-faith effort
to comply with any state law deemed applicable to the Offer, the Fund believes
that the exclusion of holders residing in any such jurisdiction is permitted
under Rule 13e-4(f)(9) promulgated under the Exchange Act. In any jurisdiction
where the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on the Fund's
behalf by one or more brokers or dealers licensed under the laws of such
jurisdiction.
THE CHILE FUND, INC.
January 4, 2002
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