SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K dated October 8, 2003
____________________
TURKCELL ILETISIM HIZMETLERI A.S.
Turkcell Plaza
Mesrutiyet Caddesi No.153
34430 Tepebasi
Istanbul, Turkey
____________________
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F:
Form 20-F: |X| Form 40-F: |_|
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes: |_| No: |X|
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes: |_| No: |X|
Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes: |_| No: |X|
Enclosures: Press release dated October 7, 2003 - Cellco Finance N.V.
Announces Receipt of Consents From Holders of 12 3/4% Senior
Notes Due 2005
CELLCO FINANCE N.V.
[LOGO OMITTED]
TURKCELL
FOR IMMEDIATE RELEASE
CELLCO FINANCE N.V. ANNOUNCES RECEIPT OF CONSENTS
FROM HOLDERS OF 12 3/4% SENIOR NOTES DUE 2005
Istanbul, Turkey and Curacao, Netherlands Antilles-October 7, 2003-Turkcell
Iletisim Hizmetleri A.S. ("Turkcell"; NYSE:TKC, ISE:TCELL), a Turkish joint
stock company, and Cellco Finance N.V. ("Cellco"), a Netherlands Antilles
limited liability company, announced today that on October 7, 2003, the holders
of almost 90% in aggregate principal amount of Cellco's outstanding 12 3/4%
Senior Notes due 2005 (the "Senior Notes") have consented to the proposed
amendment to the Indenture, dated as of December 22, 1999, between Cellco and
HSBC Bank USA, as Trustee and Collateral Agent (the "Trustee"), as amended (the
"Indenture"), set forth in the Consent Solicitation Statement, dated September
19, 2003, circulated to holders of the Senior Notes.
Accordingly, on October 7, 2003, Cellco and the Trustee will enter into the
Indenture Amendment (the "Indenture Amendment"), which gives effect to the
proposed amendment, thereby permitting Cellco to, among other things, redeem,
prepay or purchase its subordinated indebtedness, including its 15% Senior
Subordinated Notes due 2005, prior to any scheduled maturity, prepayment or
sinking fund payment, by using the proceeds of Permitted Investments or
Restricted Payments (as such terms are defined in the Indenture) made by
Turkcell in compliance with the covenants set forth in the Indenture.
About Turkcell
www.turkcell.com.tr
Turkcell is the leading GSM operator in Turkey with approximately 17.2 million
postpaid and prepaid customers as of June 30, 2003. Turkcell had revenues of US$
1,074.8 million during the six month period ended June 30, 2003. Turkcell
provides high-quality wireless telephone services throughout Turkey and has
coverage of 100% of the towns with more than 10,000 inhabitants. Turkcell
provides roaming with 352 operators in 141 countries as of September 30, 2003.
At the end of 1999, Turkcell became the first GSM operator in Turkey to be
awarded the prestigious ISO 9001 certificate for the quality of its service.
Turkcell is the only NYSE listed company in Turkey. Turkcell has interests in
international GSM operations in Azerbaijan, Georgia, Kazakhstan, Moldova and
Northern Cyprus, which have a total of 1.9 million subscribers as of June 30,
2003.
About Cellco
Cellco's sole business is to issue debt securities and lend the proceeds of
those debt securities to Turkcell. Cellco solicited the consents to the proposed
amendment at the request of Turkcell.
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For further information please contact:
Contact:
Turkcell Citigate Dewe Rogerson
Investors: Europe:
Koray Ozturkler, Investor Relations Kate Delahunty
Tel: +90-212/313-1500 Tel: +44-20/7282-2934
Email: koray.ozturkler@turkcell.com.tr Email: kate.delahunty@citigatedr.co.uk
or Toby Moore
Tel:+44-20/7282-2999
Mehmet Sezgin, Investor Relations Email: toby.moore@citigatedr.co.uk
Tel: + 90-212/313-1290 or
Email: mehmet.sezgin@turkcell.com.tr
investor.relations@turkcell.com.tr United States:
Victoria Hofstad/Jessica Wolpert
Media: Tel: +1-201-499-3500
Zuhal Seker, Corporate Communications Email: victoria.hofstad@citigatefi.com
Tel: + 90-212/313-2330 jessica.wolpert@citigatefi.com
Email: zuhal.seker@turkcell.com.tr
or
Bahar Erbengi, Corporate Communications
Tel: + 90-212/313-2309
Email: bahar.erbengi@turkcell.com.tr
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Turkcell Iletisim Hizmetleri A.S. has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TURKCELL ILETISIM HIZMETLERI A.S.
Date: October 8, 2003 By: /s/ MUZAFFER AKPINAR
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Name: Muzaffer Akpinar
Title: Chief Executive Officer