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 15, 2004
--------------------
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 14, 2004: TURKCELL SETTLES ITS
INFRASTRUCTURE USAGE DISPUTE WITH TURK TELEKOM
[TURKCELL logo]
FOR IMMEDIATE RELEASE
TURKCELL SETTLES ITS INFRASTRUCTURE USAGE DISPUTE WITH TURK
TELEKOM
Istanbul, Turkey: October 14, 2004 - Turkcell (NYSE: TKC, ISE: TCELL), the
leading provider of mobile communications in Turkey, announced today that it has
settled its infrastructure usage dispute with Turk Telekom by an amicable
agreement.
The agreement followed settlement talks conducted under the Cabinet's decree
dated August 18, 2004, which set forth the rules and procedures to be followed
by the government entities to settle their disputes with third parties through
negotiation.
Settlement of the infrastructure usage dispute. Turkcell and Turk Telekom
calculated Turk Telekom's receivables as TL102,048,720 million (US$69 million as
of October 13, 2004) inc luding principal, interest, Value Added Tax ("VAT") and
Special Communications Tax ("SCT") and Turkcell's receivables as TL39,451,875
million (US$27 million as of October 13, 2004). Turkcell's receivables arose
from a legal decision in favor of Turkcell in the lawsuit filed against Turk
Telekom's collection of 15% fund payment through withholding payments to
Turkcell. After netting the receivables, Turkcell and Turk Telekom agreed that
Turkcell owed Turk Telekom TL62,596,845 million (US$42 million as of October 13,
2004), including principal, interest, VAT and SCT.
This agreed amount will be paid to Turk Telekom in 10 installments with
interest, while Turkcell has option to pay all or a portion of its debt, set
forth by the settlement agreement, prior to the date determined by the
installment plan. The interest rate used in this calculation will be the monthly
interest rate calculated from the annual simple interest rate of the most recent
TL denominated discount bond issued by the Turkish Treasury prior to the actual
monthly installment. Turkcell will finance such payment from internal sources.
Based on the Cabinet's decree dated August 18, 2004 and Turkcell's estimates
based on its settlement strategies, Turkcell's net provisions totaled
TL39,814,350 million (US$27 million as of June 30, 2004) in its financial
statements for the six months ended June 30, 2004, including principal and
interest (excluding VAT and SCT), for the above mentioned disputes.
Turkcell and Turk Telekom will make all necessary applications and start all
necessary procedures for ending the court cases on above mentioned disputes
between them within one month.
The terms of the settlement agreement became effective as of the signing of this
settlement agreement on October 13, 2004, and today Turkcell paid TL7,287,684
1
million (US$5 million as of October 13, 2004), consisting of the first
installment totaling TL6,259,684 million (US$4 million as of October 13, 2004)
and TL1,028,000 million (US$693,076 as of October 13, 2004) of stamp duty.
o The TL/US$ exchange rate used in this press release equals to TL1,483,243,
which is the Turkish Central Bank's closing ask price as of October 13,
2004.
www.turkcell.com.tr
-------------------
About Turkcell
Turkcell is the leading GSM operator in Turkey with 22.3 million postpaid and
prepaid customers as at the end of the third quarter 2004. 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 405 operators in 167 countries as of June 30, 2004. 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 3.0 million subscribers as of June 30, 2004.
For further information please contact:
Contact
Turkcell: Citigate Dewe Rogerson
--------- ----------------------
Investors: Europe:
---------- Kate Delahunty
Koray Ozturkler, Investor Relations Tel: +44-20/7282-2934
Tel: +90 212 313 1500 Email: kate.delahunty@citigatedr.co.uk
Email: koray.ozturkler@turkcell.com.tr -------------------------------
------------------------------- or
United States:
Murat Borekci, Investor Relations Victoria Hofstad/Jessica Wolpert
Tel: + 90 212 313 1503 Tel: +1-201-499-3500
Email: murat.borekci@turkcell.com.tr Email: victoria.hofstad@citigatefi.com
investor.relations@turkcell.com.tr -------------------------------
---------------------------------- jessica.wolpert@citigatefi.com
-------------------------------
Media:
------
Nazli Candan, Corporate Communications
Tel: + 90 212 313 2310
Email: nazli.candan@turkcell.com.tr
----------------------------
or
Bahar Erbengi, Corporate Communications
Tel: + 90-212/313-2309
Email: bahar.erbengi@turkcell.com.tr
-----------------------------
2
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 15, 2004 By: /s/ MUZAFFER AKPINAR
-------------------------
Name: Muzaffer Akpinar
Title: Chief Executive Officer