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 June 1, 2004
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TURKCELL ILETISIM HIZMETLERI A.S.
Turkcell Plaza
Mesrutiyet Caddesi No.153
33430 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: Statement made to the Capital Markets Board dated May 7, 2004
- Turkcell Received Necessary Legal Approvals for the Capital
Ceiling Increase
Statement made to the Capital Markets Board dated May 14, 2004
- Turkcell's Petition for the Cancellation of Infrastructure
Usage Directive is Rejected
Statement made to the Capital Markets Board dated May 21, 2004
- Update from Turkcell Concerning the Legal Dispute Over the
Definition of "Gross Revenue"
Statement made to the Capital Markets Board dated May 27, 2004
- Turkcell will not Bid for Kosova GSM License
Statement made to the Capital Markets Board dated May 27, 2004
- Turkcell Provides Update on Dividend Distribution
Statement made to the Capital Markets Board dated May 27, 2004
- Turkcell BoD Decisions Dated May 26, 2004
[GRAPHIC OMITTED]
TURKCELL RECEIVED NECESSARY LEGAL APPROVALS FOR THE CAPITAL
CEILING INCREASE
Subject: Statement made pursuant to Circular VIII, No: 39 of the Capital
Markets Board.
Istanbul Stock Exchange
ISTANBUL
Special Subjects:
----------------
On March 31, 2004, Turkcell announced that Turkcell Board of Directors decided
that after receiving the necessary authorizations and the approval of
shareholders, the capital ceiling shall be increased to TL1,500 trillion from
TL500 trillion.
Turkcell's applications for the capital ceiling increase have been approved by
the Capital Markets Board and Turkish Trade Ministry and will be presented for
the shareholders approval at Turkcell's Annual General Meeting dated June 4,
2004.
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
07.05.2004, 09:15 07.05.2004, 09:15
For further information please e-mail to investor.relations@turkcell.com.tr
or call Turkcell Investor Relations (+ 90 212 313 1888)
1
[GRAPHIC OMITTED]
TURKCELL'S PETITION FOR THE CANCELLATION OF INFRASTRUCTURE USAGE
DIRECTIVE IS REJECTED
Subject: Statement made pursuant to Circular VIII, No: 39 of the Capital
Markets Board.
Istanbul Stock Exchange
ISTANBUL
Special Subjects:
----------------
In 2001, Turk Telekom issued a new "Infrastructure Usage Directive," demanding
price increases in infrastructure usage fees, which were found unacceptable by
Turkcell. Consequently, Turkcell filed a petition at the Ankara 1st Commercial
Court for the cancellation of the new Directive. At the same time, Tukcell
obtained an injunction from the Ankara 22nd Court and secured the continuation
of Turk Telekom's services, subject to conflict, without interruption.
During the session dated May 13, 2004, Ankara 1st Commercial Court rejected
Turkcell's filing and ruled for the new "Infrastructure Usage Directive" to be
effective and for the removal of the injunction attained by Turkcell.
Turkcell will file an appeal against this ruling after receiving the official
written statement of the Court.
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
14.05.2004, 10:45 14.05.2004, 10:45
For further information please e-mail to investor.relations@turkcell.com.tr
or call Turkcell Investor Relations (+ 90 212 313 1888)
1
[GRAPHIC OMITTED]
UPDATE FROM TURKCELL CONCERNING THE LEGAL DISPUTE OVER THE
DEFINITION OF "GROSS REVENUE"
Subject: Statement made pursuant to Circular VIII, No: 39 of the Capital
Markets Board.
Istanbul Stock Exchange
ISTANBUL
Special Subjects:
----------------
Previously, Turkcell stated that the International Court of Arbitration of the
International Chamber of Commerce ("ICC") had issued its verdict regarding
Turkcell's petition for the definition of items that should be included within
the "gross revenue" item used for the calculation of the fifteen percent
Treasury share payment. The ICC's decision stated that all the revenue items
originating from telecommunication services should be included in the
calculation of gross revenue, while the late payment interest charges and taxes
collected by Turkcell under its "tax responsibility" should be excluded.
Subsequently, the Treasury and the Telecommunication Authority ("TA") filed a
petition in the Ankara 20th Civil Court, requesting cancellation of parts of the
aforementioned decision in favour of Turkcell by the ICC. The Civil Court
granted the petition of the Turkish Treasury and the TA and thus cancelled the
ICC ruling on the ground that it conflicts with a ruling issued by the Danistay,
the highest administrative court in Turkey.
Turkcell will file an appeal against this ruling when it receives the official
written statement of the Civil Court.
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
21.05.2004, 10:45 21.05.2004, 10:45
For further information please e-mail to investor.relations@turkcell.com.tr
or call Turkcell Investor Relations (+ 90 212 313 1888)
1
[GRAPHIC OMITTED]
TURKCELL WILL NOT BID FOR KOSOVA GSM LICENSE
Subject: Statement made pursuant to Circular VIII, No: 39 of the Capital
Markets Board.
Istanbul Stock Exchange
ISTANBUL
Special Subjects:
----------------
In previous announcements, Turkcell stated its interest in GSM license tenders
abroad and in this context its interest in the Kosova 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
27.05.2004, 13:50 27.05.2004, 13:50
For further information please e-mail to investor.relations@turkcell.com.tr
or call Turkcell Investor Relations (+ 90 212 313 1888)
1
[GRAPHIC OMITTED]
TURKCELL PROVIDES UPDATE ON DIVIDEND DISTRIBUTION
Subject: Statement made pursuant to Circular VIII, No: 39 of the Capital
Markets Board.
Istanbul Stock Exchange
ISTANBUL
Special Subjects:
----------------
Previously, Turkcell announced that the Board of Directors will recommend
dividend distribution at the Annual General Meeting.
Based on the Board decision dated May 26, 2004, Turkcell Board of Directors has
decided to recommend TL236,317,210,000,000 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 stock dividend will be
distributed by adding TL118,158,605,000,000 of the total dividend amount to
Turkcell's paid-in capital, which will translate into a 23.631721% dividend per
share. The rest of the distributable income totaling TL118,158,605,000,000 will
be distributed to Turkcell shareholders in cash. As, all of this amount was
generated with incentives granted before April 24, 2003, it will not be subject
to withholding tax and will be distributed equally to shareholders. Accordingly,
the cash dividend will be TL236.3172 per ordinary share for all shareholders.
Furthermore, Turkcell Board of Directors will recommend the distribution of cash
dividend to start on June 6, 2004, and the share dividend on July 30, 2004, at
the Annual General Assembly dated June 4, 2004.
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
27.05.2004, 09:30 27.05.2004, 09:30
For further information please e-mail to investor.relations@turkcell.com.tr
or call Turkcell Investor Relations (+ 90 212 313 1888)
1
[GRAPHIC OMITTED]
TURKCELL BoD DECISIONS DATED MAY 26, 2004
Subject: Statement made pursuant to Circular VIII, No: 39 of the Capital
Markets Board.
Istanbul Stock Exchange
ISTANBUL
Special Subjects:
-----------------
On February 18, 2004, Turkcell announced that it has provided the best offer in
the nationwide GSM900/1800 license tender in Iran and it will be awarded the
license upon the payment of the license fee and the signing of a license
agreement between the consortium led by Turkcell and the regulatory authorities
in Iran. On May 26, 2004, the Board of Directors of Turkcell took the following
decisions:
o Turkcell shall participate in the planned capital increase from
(euro)13,500,000 to (euro)91,003,500 of East Asian Consortium B.V., its
subsidiary established in the Netherlands for investments in Iran, and
the contribution shall be provided in cash,
o Turkcell shall provide surety for the total amount of the loan
amounting to (euro)100,000,000 to be obtained by East Asian Consortium
B.V. from Akbank T.A.S.. This loan will be used in the financing of
GSM900/1800 license payment of (euro)300,000,000.
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
Yatirimci Iliskileri Yatirimci Iliskileri
27.05.2004, 09:30 27.05.2004, 09:30
For further information please e-mail to investor.relations@turkcell.com.tr
or call Turkcell Investor Relations (+ 90 212 313 1888)
1
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: June 1, 2004 By: /s/ MUZAFFER AKPINAR
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Name: Muzaffer Akpinar
Title: Chief Executive Officer