Shearman & Sterling
Broadgate West
9 Appold Street
London EC2A 2AP
United Kingdom
+44(0)207-655-5000
January 31, 2003
Via Edgar
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
TURKCELL ILETISIM HIZMETLERI A.S.
Current Report on Form 6-K
Ladies and Gentlemen:
On behalf of Turkcell Iletisim Hizmetleri A.S., please find enclosed a
copy of a Report on Form 6-K dated January 31, 2003, submitted electronically
through EDGAR, under the Securities Exchange Act of 1934, as amended.
If the Staff wishes to discuss this matter at any time, please
telephone (collect) the undersigned in our London office at 011-44-207-655-5000.
Very truly yours,
Brian Gallagher
Cc: Ferda Atabek
Turkcell
Fransois Rausch
Morgan Guarantee Trust Company
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 January 31, 2003
[GRAPHIC OMITTED]
TURKCELL ILETISIM HIZMETLERI A.S.
Turkcell Plaza
Mesrutiyet Caddesi No.153
80050 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: Form On Announcement Of Special Situations To The Capital
Markets Board, Turkey Dated From 15 November 2002 to 29
January 2003.
FORM ON ANNOUNCEMENT OF SPECIAL SITUATIONS
Turkcell Iletisim Hizmetleri A.S.
Turkcell Plaza, No:153 Tepebasi
80050, Istanbul
Tel No: (212) 313 10 00
Fax No: (212) 292 93 22
Subject: Statement in made pursuant to Circular VIII, No: 20 of the Capital
Markets Board.
THE CHAIRMAN OF THE CAPITAL MARKETS BOARD
ANKARA
Special Subjects:
It was asserted by various press agencies that, Turkcell had stake in the
company that will install and manage the infrastructure of sports betting
activities under the license obtained from T.C. Basbakanlik Genclik ve Spor
Mudurlugu Sportoto Teskilati Mudurlugu (Sportoto).
The project of installation and management of the infrastructure of sports
betting activities under the license obtained from Sportoto will be realized by
Inteltek Internet Teknoloji Yatirim ve Danismanlik Ticaret A.S. (Inteltek) which
is a subsidiary of Turktell Bilisim Servisleri A.S. which is a subsidiary of
Turkcell. Turkcell has no direct stake in Inteltek.
We hereby confirm that the above-mentioned explanations are furnished as per the
provisions of the Communique Serial no VIII/20, 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
15.11.2002, 17:00 15.11.2002, 17:00
FORM ON ANNOUNCEMENT OF SPECIAL SITUATIONS
Turkcell Iletisim Hizmetleri A.S.
Turkcell Plaza, No:153 Tepebasi
80050, Istanbul
Tel No: (212) 313 10 00
Fax No: (212) 292 93 22
Subject: Statement in made pursuant to Circular VIII, No: 20 of the Capital
Markets Board.
THE CHAIRMAN OF THE CAPITAL MARKETS BOARD
ANKARA
Special Subjects:
The Board of Directors Turkcell convened on 18. 12. 2002 and the following was
resolved with the unanimous votes of the members attending the meeting that
Turkcell will participate to the planned TL 16 trillion capital increase of its
99.5% owned subsidiary; Turktell Bilisim Servisleri A.S., pro rata with its
stake.
We hereby confirm that the above-mentioned explanations are furnished as per the
provisions of the Communique Serial no VIII/20, 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
18.12.2002, 17:00 18.12.2002, 17:00
FORM ON ANNOUNCEMENT OF SPECIAL SITUATIONS
Turkcell Iletisim Hizmetleri A.S.
Turkcell Plaza, No:153 Tepebasi
80050, Istanbul
Tel No: (212) 313 10 00
Fax No: (212) 292 93 22
Subject: Statement in made pursuant to Circular VIII, No: 20 of the Capital
Markets Board.
THE CHAIRMAN OF THE CAPITAL MARKETS BOARD
ANKARA
Special Subjects:
On November 29, 2002, the Board of Directors of Turkcell has unanimously
resolved to participate to the contemplated capital increase of Turktell Bilisim
Servisleri A.S., of which Turkcell holds 99.95% stake, in an amount of Turkish
Lira 7.165.000.000.000 in proportion with the shares that Turkcell is currently
holding.
We hereby confirm that the above-mentioned explanations are furnished as per the
provisions of the Communique Serial no VIII/20, 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 Sedat Kusmenoglu
Investor Relations Accounting Division
29.11.2002, 17:00 29.11.2002, 17:00
FORM ON ANNOUNCEMENT OF SPECIAL SITUATIONS
Turkcell Iletisim Hizmetleri A.S.
Turkcell Plaza, No:153 Tepebasi
80050, Istanbul
Tel No: (212) 313 10 00
Fax No: (212) 292 93 22
Subject: Statement in made pursuant to Circular VIII, No: 20 of the Capital
Markets Board.
THE CHAIRMAN OF THE CAPITAL MARKETS BOARD
ANKARA
Special Subjects:
On March 27, 2002, we announced that Sonera Corporation ("Sonera") a group
company of one of our shareholders Sonera Holding B.V. would merge with Telia AB
("Telia"), a Swedish company.
As we've been informed by the legal counsel of TeliaSonera AB on December 12,
2002, an exchange offer has been made and it has been completed as of December
9, 2003. As a result of this exchange offer, TeliaSonera AB owns 94.9% of
Sonera's shares that is 100% owned by Sonera Holding B.V., which holds 37.09%
stake in Turkcell. TeliaSonera AB, applied to Turkish Capital Markets Board
requesting an exemption from tender offer rule in Turkey claiming that there is
no change in control of management rights at Turkcell.
We hereby confirm that the above-mentioned explanations are furnished as per the
provisions of the Communique Serial no VIII/20, 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.
Serkan Okandan Sedat Kusmenoglu
Financial Control and Reporting Dept. Accounting Department
12.12.2002, 17:00 12.12.2002, 17:00
FORM ON ANNOUNCEMENT OF SPECIAL SITUATIONS
Turkcell Iletisim Hizmetleri A.S.
Turkcell Plaza, No:153 Tepebasi
80050, Istanbul
Tel No: (212) 313 10 00
Fax No: (212) 292 93 22
Subject: Statement in made pursuant to Circular VIII, No: 20 of the Capital
Markets Board.
THE CHAIRMAN OF THE CAPITAL MARKETS BOARD
ANKARA
Special Subjects:
Today it was asserted by various press agencies that, some of Turkcells
subscribers belong to a company named A-Tel.
A-Tel Pazarlama ve Servis Hizmetleri A.S. ("A-Tel"), is a company that is
involved in marketing, selling and distribution of Turkcell's prepaid simcard
and airtime under the brand name "Alo 535" and "Muhabbet Kart" and its 50-50
equally owned by Cukurova Group and Sabah Group. As per the agreement between
Turkcell and A-Tel the subscribers acquired under these brands belong to
Turkcell and A-Tel receives fees from the sales of simcards and airtime.
Therefore, the 3.5 million subscribers claimed to belong to A-Tel is the
subscriber base that A-Tel receives fees for.
Turkcell benefits from the sales and distribution efforts of A-Tel therefore
continuation of this cooperation is beneficial for both parties.
We hereby confirm that the above-mentioned explanations are furnished as per the
provisions of the Communique Serial no VIII/20, 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
6.1.2003, 15:00 6.1.2003, 15:00
FORM ON ANNOUNCEMENT OF SPECIAL SITUATIONS
Turkcell Iletisim Hizmetleri A.S.
Turkcell Plaza, No:153 Tepebasi
80050, Istanbul
Tel No: (212) 313 10 00
Fax No: (212) 292 93 22
Subject: Statement in made pursuant to Circular VIII, No: 20 of the Capital
Markets Board.
THE CHAIRMAN OF THE CAPITAL MARKETS BOARD
ANKARA
Special Subjects:
The Board of Directors Turkcell convened on 22. 01. 2003 and the following was
resolved with the unanimous votes of the members attending the meeting that the
annual Ordinary General Assembly of the Company for the 2002 fiscal year, shall
meet on Friday, April 18, 2003, at 15:00 hours at the following address:
"Turkcell Plaza, Konferans salonu, Mesrutiyet Cad. No: 153, Tepebasi, Istanbul".
We hereby confirm that the above-mentioned explanations are furnished as per the
provisions of the Communique Serial no VIII/20, 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
23.01.2003, 09:00 23.01.2003, 09:00
TURKCELL ILETISIM HIZMETLERI A.S.
AGENDA OF THE ORDINARY ANNUAL GENERAL ASSEMBLY MEETING DATED
APRIL 18, 2003
1. Opening and election of the Presidency Board;
2. Authorizing the Presidency Board to sign the minutes of the meeting;
3. Reading of the Annual Reports of the Board of Directors, the
Auditors and the summary of the Independent Audit Firms report
relating to fiscal year 2002;
4. Review, discussion and approval of the Balance Sheet and profits/loss
statements relating to fiscal year 2002;
5. Release of the Board members and auditors from activities and
operations of the Company in year 2002;
6. Discussion of and decision on the Board of Directors proposal
concerning distribution OF DIVIDENDS for year 2002;
7. Election of auditors for a period of one year and determination of
their remuneration;
8. Informing the General Assembly of the donations made during year 2002;
9. Approval of the Independent Audit Firm appointed by the Board of
Directors pursuant to Article 14 of the Regulation of the Independent
Auditing in the Capital Markets promulgated by the Capital Market
Board;
10. Decision authorizing the Board Members to, directly or on behalf of
others, be active in areas falling within the scope of the Companys
and to participate in companies operating in the same business and
to do perform other acts in compliance with Articles 334 and 335 of the
Turkish Commercial Code;
11. Wishes and hopes.
FORM ON ANNOUNCEMENT OF SPECIAL SITUATIONS
Turkcell Iletisim Hizmetleri A.S.
Turkcell Plaza, No:153 Tepebasi
80050, Istanbul
Tel No: (212) 313 10 00
Fax No: (212) 292 93 22
Subject: Statement in made pursuant to Circular VIII, No: 20 of the Capital
Markets Board.
THE CHAIRMAN OF THE CAPITAL MARKETS BOARD
ANKARA
Special Subjects:
It was asserted by various press agencies on January 28, 2003 that, according to
an agreement between Cukurova Group and Turkish Banking Regulation and
Supervision Agency ("BRSA") Board Turkcell shares have pledged. Turkcell have
not been officially informed of any such matter.
We hereby confirm that the above-mentioned explanations are furnished as per the
provisions of the Communique Serial no VIII/20, 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.
Elif Ates Koray Ozturkler
Legal & Risk Follow Up Investor Relations
28.0 .2003, 14:00 28.0 .2003, 14:00
FORM ON ANNOUNCEMENT OF SPECIAL SITUATIONS
Turkcell Iletisim Hizmetleri A.S.
Turkcell Plaza, No:153 Tepebasi
80050, Istanbul
Tel No: (212) 313 10 00
Fax No: (212) 292 93 22
Subject: Statement in made pursuant to Circular VIII, No: 20 of the Capital
Markets Board.
THE CHAIRMAN OF THE CAPITAL MARKETS BOARD
ANKARA
Special Subjects:
Additional announcement as per the request of Istanbul Stock Exchange (ISE).
We announced earlier that it was asserted by various press agencies on January
28, 2003 that, according to an agreement between Cukurova Group and Turkish
Banking Regulation and Supervision Agency ("BRSA") Board Turkcell shares have
pledged. Turkcell have not been officially informed of any such matter. As per
the written request of ISE on the same date, we have contacted our shareholders
and have been informed that "as announced by the Turkish Banking Regulation and
Supervision Agency, a protocol has been signed between BRSA and Cukurova Group
and the negotiations on the final agreement are still continuing which is
expected to be finalized on January 31, 2003". Further information will be
provided once the final agreement is signed.
We hereby confirm that the above-mentioned explanations are furnished as per the
provisions of the Communique Serial no VIII/20, 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.
Serkan Okandan Koray Ozturkler
Financial Reporting and Control Investor Relations
29.01.2003, 09:00 29.01.2003, 09:00
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: January 31, 2003 By: /s/ Muzaffer Akpinar]
---------------------------
Name: Muzaffer Akpinar
Title: Chief Executive Officer