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 April 30, 2004
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TURKCELL ILETISIM HIZMETLERI A.S.
Turkcell Plaza
Mesrutiyet Caddesi No.153
34430 Tepebasi
Istanbul, Turkey
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(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 April 20, 2004 - Turkcell announces final
settlement of securities class action lawsuit
Press release dated April 26, 2004 - Turkcell will recommend 20%
dividend distribution at the Annual General Meeting
Press release dated April 29, 2004 - Turkcell expands subscriber
base to 19.7 million in the first quarter
Statement made to Capital Markets Board dated April 13, 2004 -
Turkcell will not bid for Pakistan GSM license
Statement made to Capital Markets Board dated April 22, 2004 -
Turkcell's shareholder increases shares in circulation by
1%-point
Statement made to Capital Markets Board dated April 28, 2004 -
Turkcell established a holding company for GSM operations abroad
Statement made to Capital Markets Board dated April 28, 2004 -
Turkcell board member resigns due to active role in Iran &
Ukraine investments
[TURKCELL LOGO]
FOR IMMEDIATE RELEASE
TURKCELL ANNOUNCES FINAL SETTLEMENT OF SECURITIES CLASS
ACTION LAWSUIT
Istanbul, Turkey: April 20, 2004 - Turkcell (NYSE: TKC, ISE: TCELL), the leading
provider of mobile communications in Turkey, announced today that a federal
judge has approved the settlement of the consolidated securities class action
lawsuit filed against the Company and several of its past and present officers
and directors in the U.S. District Court for the Southern District of New York.
Under the terms of the settlement, all claims against the Company have now been
dismissed without admission of liability or wrongdoing. The shareholder class is
receiving a cash payment of $19.2 million.
This purported class action lawsuit was initiated in the United States District
Court for the Southern District of New York against Turkcell and two of its past
and present officers and directors on November 22, 2000.
Although, Turkcell management believes that plaintiff's claims are without
merit, the company is pleased to put the uncertainty and expense of the class
action litigation behind and believe that the decision to settle is in the best
interest of our shareholders.
www.turkcell.com.tr
About Turkcell
Turkcell is the leading GSM operator in Turkey with 19 million postpaid and
prepaid customers as of December 31, 2003. Turkcell had revenues of US$1,839.4
million during the nine month period ended September 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 2.4 million subscribers as of December 31, 2003.
For further information please contact:
Contact:
Turkcell: Citigate Dewe Rogerson
Investors: Europe:
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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
Murat Borekci, Investor Relations Toby Moore
Tel: + 90 212 313 1503 Tel:+44-20/7282-2999
Email: murat.borekci@turkcell.com.tr Email: toby.moore@citigatedr.co.uk
investor.relations@turkcell.com.tr or
Media: United States:
------
Nazli Candan, Corporate Communications Victoria Hofstad/Jessica Wolpert
Tel: + 90 212 313 2310 Tel: +1-201-499-3500
Email: nazli.candan@turkcell.com.tr Email: victoria.hofstad@citigatefi.com
or jessica.wolpert@citigatefi.com
Bahar Erbengi, Corporate Communications
Tel: + 90-212/313-2309
Email: bahar.erbengi@turkcell.com.tr
[TURKCELL logo]
FOR IMMEDIATE RELEASE
TURKCELL WILL RECOMMEND 20% DIVIDEND DISTRIBUTION AT THE
ANNUAL GENERAL MEETING
Istanbul, Turkey: April 26, 2004 - Turkcell (NYSE: TKC, ISE: TCELL), the leading
provider of mobile communications in Turkey, announced today that the Turkcell
Board of Directors has decided to recommend a 20% dividend distribution, from
its 2003 distributable net income, to its shareholders. The proposed dividend
will be in the form of a 50% cash and 50% share distribution. The gross
distributable dividend after legal reserves amounts to TL236,317 billion
(US$170.2 million*). Accordingly, the total gross cash dividend of TL118,159
billion (US$85.1 million*) will be distributed to its shareholders, representing
a cash dividend of TL236 (USc 0.02*) per ordinary share and approximately
TL590,000 (USc42.5*) per ADR. Turkcell shareholders could be subject to a
withholding tax deduction, of up to 10%, from the gross dividend depending on
the applicable tax regulations. The stock dividend will be 23.6% per share.
Previously, Turkcell was not legally eligible to distribute dividends under
Turkish regulations because of its accumulated balance sheet loss under Turkish
Accounting Standards. However, new Turkish Accounting Standards and Turkcell's
2003 net profit has enabled Turkcell to distribute a dividend. Accordingly,
Turkcell will be able to distribute a dividend following the approval of its
shareholders at its Annual General Meeting.
* Based on Turkish Central Bank's TL/US$ exchange rate of TL1,388,620 dated
April 22, 2004.
www.turkcell.com.tr
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About Turkcell
Turkcell is the leading GSM operator in Turkey with 19 million postpaid and
prepaid customers as of December 31, 2003. Turkcell had revenues of US$2,219
million during the nine month period ended December 31, 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 373 operators in 154 countries as of December 31, 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 2.4 million subscribers as of December 31, 2003.
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
Murat Borekci, Investor Relations Toby Moore
Tel: + 90 212 313 1503 Tel:+44-20/7282-2999
Email: murat.borekci@turkcell.com.tr Email: toby.moore@citigatedr.co.uk
investor.relations@turkcell.com.tr or
Media: United States:
------
Nazli Candan, Corporate Communications Victoria Hofstad/Jessica Wolpert
Tel: + 90 212 313 2310 Tel: +1-201-499-3500
Email: nazli.candan@turkcell.com.tr Email: victoria.hofstad@citigatefi.com
or jessica.wolpert@citigatefi.com
Bahar Erbengi, Corporate Communications
Tel: + 90-212/313-2309
Email: bahar.erbengi@turkcell.com.tr
[TURKCELL logo]
FOR IMMEDIATE RELEASE
TURKCELL EXPANDS SUBSCRIBER BASE TO 19.7 MILLION IN THE FIRST
QUARTER
Istanbul, Turkey: April 29, 2004 - Turkcell (NYSE: TKC, ISE: TCELL), the leading
provider of mobile communications in Turkey, announced today that its subscriber
base expanded to 19.7 million as of March 31, 2004 from 19.0 million as of
December 31, 2003, an increase of 3.6%.
In the first quarter of 2004, Turkcell's number of postpaid subscribers climbed
to 4.9 million and the number of prepaid subscribers reached 14.8 million.
Turkcell's net new additions totaled 677,948 by an increase of 15% compared to
588,687 in the first quarter of 2003. New gross subscribers acquired in the
first quarter of 2004 consisted of 15% postpaid and 85% prepaid, which changed
in favor of postpaid subscribers from 11% in the fourth quarter.
Mr. Muzaffer Akpinar, CEO, stated, "Turkcell's success in attracting new
subscribers continued in the first quarter of 2004. The growth in the first
quarter of 2004 was in line with our expectations, which was better than the
first quarter of 2003. Considering Turkcell's Customer Relationship Management,
churn prevention efforts coupled with the market conditions and favorable
macroeconomic developments, we have a positive outlook for 2004."
www.turkcell.com.tr
-------------------
About Turkcell
Turkcell is the leading GSM operator in Turkey with 19 million postpaid and
prepaid customers as of December 31, 2003. Turkcell had revenues of US$2,219
million during the nine month period ended December 31, 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 373 operators in 154 countries as of December 31, 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 2.4 million subscribers as of December 31, 2003.
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
Murat Borekci, Investor Relations Toby Moore
Tel: + 90 212 313 1503 Tel:+44-20/7282-2999
Email: murat.borekci@turkcell.com.tr Email: toby.moore@citigatedr.co.uk
investor.relations@turkcell.com.tr or
Media: United States:
------
Nazli Candan, Corporate Communications Victoria Hofstad/Jessica Wolpert
Tel: + 90 212 313 2310 Tel: +1-201-499-3500
Email: nazli.candan@turkcell.com.tr Email: victoria.hofstad@citigatefi.com
or jessica.wolpert@citigatefi.com
Bahar Erbengi, Corporate Communications
Tel: + 90-212/313-2309
Email: bahar.erbengi@turkcell.com.tr
[TURKCELL logo]
TURKCELL WILL NOT BID FOR PAKISTAN GSM LICENSE
Subject: Statement made pursuant to Circular VIII, No: 39 of the Capital Markets
Board.
Istanbul Stock Exchange
ISTANBUL
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Special Subjects:
-----------------
In previous announcements, Turkcell stated its interest in GSM license tenders
abroad and in this context its interest in the Pakistan GSM license tender.
After the evaluation process Turkcell decided not to participate in the tender.
We hereby confirm that the above-mentioned explanations are furnished as per the
provisions of the Communique Serial no VIII/39, that they reflect all
information we have gathered so far, that they are in accordance with our
corporate documents, that we have used all endeavours to collect the complete
and true related information and that we assume the responsibility for this
disclosure.
TURKCELL ILETISIM HIZMETLERI A.S.
Koray Ozturkler Nihat Narin
Investor Relations Investor Relations
13.04.2004, 17:30 13.04.2004, 17:30
For further information please e-mail to investor.relations@turkcell.com.tr
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or call Turkcell Investor Relations (+ 90 212 313 1888)
[TURKCELL logo]
TURKCELL'S SHAREHOLDER INCREASES SHARES IN CIRCULATION BY
1%-POINT
Subject: Statement made pursuant to Circular VIII, No: 39 of the Capital Markets
Board.
Istanbul Stock Exchange
ISTANBUL
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Special Subjects:
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Turkcell's shareholder MV Investments N.V. requested its share certificates
making up 1% of Turkcell's outstanding shares to be endorsed in blank.
Accordingly, Turkcell Board of Directors issued a resolution enabling the
circulation of these shares.
In addition, MV Investments N.V. stated that its 1% share requested to be
endorsed in blank is not for immediate sale and will be used in its future
financial transactions.
We hereby confirm that the above-mentioned explanations are furnished as per the
provisions of the Communique Serial no VIII/39, that they reflect all
information we have gathered so far, that they are in accordance with our
corporate documents, that we have used all endeavours to collect the complete
and true related information and that we assume the responsibility for this
disclosure.
TURKCELL ILETISIM HIZMETLERI A.S.
Koray Ozturkler Nihat Narin
Investor Relations Investor Relations
22.04.2004, 09:00 22.04.2004, 09:00
For further information please e-mail to investor.relations@turkcell.com.tr
----------------------------------
or call Turkcell Investor Relations (+ 90 212 313 1888)
[TURKCELL logo]
TURKCELL ESTABLISHED A HOLDING COMPANY FOR GSM OPERATIONS
ABROAD
Subject: Statement made pursuant to Circular VIII, No: 39 of the Capital Markets
Board.
Istanbul Stock Exchange
ISTANBUL
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Special Subjects:
-----------------
Previously, Turkcell announced that it will participate, with 99.9%
shareholding, in the company to be incorporated in Turkey for the GSM operations
abroad with a capital amount of Turkish Lira equivalent to US$50 million and
with the trade name of "Turktell Uluslararasi Yatirim Holding Anonim Sirketi"
(the trade name translates to Turktell International Investment Holding).
Turktell Uluslararasi Yatirim Holding Anonim Sirketi has been established with
TL66 trillion capital.
We hereby confirm that the above-mentioned explanations are furnished as per the
provisions of the Communique Serial no VIII/39, that they reflect all
information we have gathered so far, that they are in accordance with our
corporate documents, that we have used all endeavours to collect the complete
and true related information and that we assume the responsibility for this
disclosure.
TURKCELL ILETISIM HIZMETLERI A.S.
Koray Ozturkler Ekrem Tokay
Investor Relations Chief Financial Officer
28.04.2004, 09:30 28.04.2004, 09:30
For further information please e-mail to investor.relations@turkcell.com.tr
----------------------------------
or call Turkcell Investor Relations (+ 90 212 313 1888)
[TURKCELL logo]
TURKCELL BOARD MEMBER RESIGNS DUE TO ACTIVE ROLE IN
IRAN & UKRAINE INVESTMENTS
Subject: Statement made pursuant to Circular VIII, No: 39 of the Capital Markets
Board.
Istanbul Stock Exchange
ISTANBUL
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Special Subjects:
-----------------
Turkcell Board Member, Ersin Pamuksuzer, resigned from his duty as of April 28,
2004. Ersin Pamuksuzer stated his active role as Board Member in Turkcell's Iran
and Ukraine investments as the reason for his resignation.
We hereby confirm that the above-mentioned explanations are furnished as per the
provisions of the Communique Serial no VIII/39, that they reflect all
information we have gathered so far, that they are in accordance with our
corporate documents, that we have used all endeavours to collect the complete
and true related information and that we assume the responsibility for this
disclosure.
TURKCELL ILETISIM HIZMETLERI A.S.
Koray Ozturkler Serkan Okandan
Investor Relations Financial Control and Reporting
28.04.2004, 13:15 28.04.2004, 13:15
For further information please e-mail to investor.relations@turkcell.com.tr
----------------------------------
or call Turkcell Investor Relations (+ 90 212 313 1888)
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: April 30, 2004 By: /s/ Muzaffer Akpinar
------------------------
Name: Muzaffer Akpinar
Title: Chief Executive Officer