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 February 4, 2003
____________________
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: "Turkcell Provides Update on Pamukbank Takeover"
[GRAPHIC OMITTED]
FOR IMMEDIATE RELEASE
TURKCELL PROVIDES UPDATE ON PAMUKBANK TAKEOVER
Istanbul, Turkey: February 4, 2003--Turkcell (NYSE:TKC, ISE: TCELL), the leading
provider of mobile communications services in Turkey, today announces
information regarding the agreement between the Cukurova Group, one of
Turkcell's principal shareholders and the Banking Regulatory and Supervision
Agency ("the BRSA"), the Turkish banking regulator. Since Turkcell is not a
party to the agreement between Cukurova Group and the BRSA, the following
information regarding the agreement was provided to Turkcell by the Cukurova
Group.
The BRSA announced that it signed an agreement with the Cukurova Group regarding
the Pamukbank takeover. According to the agreement, the Savings Depository
Insurance Fund ("the SDIF") will retain the shares of Pamukbank previously owned
by the Cukurova Group, however, the Turkcell shares owned by Pamukbank will be
transferred to the SDIF and Cukurova Group will purchase those shares in a
month's time after the agreement becomes effective. In addition, within two
years the Cukurova Group must sell its shares in Yapi ve Kredi Bankasi A.S.,
another bank controlled by the Cukurova Group which will retain its ownership in
Turkcell. However, the Cukurova Group has the option to buy the Turkcell shares
owned by Yapi ve Kredi Bankasi A.S. when the Cukurova Group sells its shares
in Yapi ve Kredi Bankasi A.S. within the time period specified by the agreement.
There is currently no pledge on Turkcell shares or assets established by the
agreement between the Cukurova Group and the BRSA. However, when the Turkcell
shares currently owned by Pamukbank are sold to the Cukurova Group, such shares
will be pledged to the SDIF until such time as the Cukurova Group has satisfied
all of its obligations under the agreement between itself and the BRSA.
As Turkcell has stated previously, on June 18, 2002, the BRSA originally
transferred the management and supervision of Pamukbank, one of Turkcell's
shareholders to the SDIF citing, among other things, a failure to meet capital
requirements.
www.turkcell.com.tr
About Turkcell
Turkcell is the leading GSM operator in Turkey with approximately 15.7 million
postpaid and prepaid customers as of Dec 31, 2002. Turkcell had revenues of US$
1,469.0 million and adjusted EBITDA of US$534.2 million as of Sep 30, 2002.
Turkcell provides high-quality wireless telephone services throughout Turkey and
has coverage of 100% of the towns with more than 10,000 inhabitants as of Sep
30, 2002. 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.
For further information please contact:
Turkcell Citigate Dewe Rogerson
Investors: Europe
Koray Ozturkler, Investor Relations
Tel: +90 212 313 1500
Email: koray.ozturkler@turkcell.com.tr Kate Delahunty/Oskar Yasar
Tel: +44 20 7282 2934
Mehmet Sezgin, Investor Relations Email: kate.delahunty
Tel: + 90 212 313 1290 @citigatedr.co.uk
Email: MEHMET.SEZGIN@TURKCELL.COM.TR Oskar.yasar@citigatedr.
co.uk
investor.relations@turkcell.com.tr
United States
Media: Victoria Hofstad/Patrick Hughes
Zuhal Seker, Corporate Communications Tel: +1 212 688 6840
Tel: + 90 212 313 2330 Email: victoria.hofstad@citigatedr-
Email: zuhal.seker@turkcell.com.tr ny.com
patrick.hughes@citigatedr
Okan Karagoz, Corporate Communications -ny.com
Tel: + 90 212 313 2314
Email: okan.karagoz@turkcell.com.tr
Internet: WWW.TURKCELL.COM.TR
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: February 4, 2003 By: /s/ MUZAFFER AKPINAR
--------------------------------
Name: Muzaffer Akpinar
Title: Chief Executive Officer