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 6, 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: 1- Press release dated April 2, 2004: "TURKCELL Signs GSM Partnership in Ukraine" 2- Statement made to the Capital Markets Board [TURKCELL logo] FOR IMMEDIATE RELEASE TURKCELL SIGNS GSM PARTNERSHIP IN UKRAINE Istanbul, Turkey: April 2, 2004 - Turkcell (NYSE: TKC, ISE: TCELL), the leading provider of mobile communications in Turkey, announced today that it signed the closing of the final agreement with the current partners of Digital Cellular Communication (DCC) regarding Turkcell's and DCC's partnership which will trigger the start of DCC's GSM operations in Ukraine. The contract was signed by representatives of both parties during the Turkish-Ukraine Business Council meetings being held in Kiev by DEIK (The Foreign Economic Relations Board). These signatures mark the start of the operational phase of the partnership. The signature ceremony was attended by Mr. Mehmet Emin Karamehmet, the President of Cukurova Holding A.S., Mr. Muzaffer Akpinar, Turkcell's Chief Executive, and partners of DCC. The Prime Ministers of Turkey and Ukraine, Recep Tayyip Erdogan and Victor Yanukovich respectively, were also present at the ceremony. As part of the agreement, Turkcell will hold a 51% stake in the new company after buying DCC shares owned by System Capital Management and Valeriy Grigorievich Stepanenko for US$50 million. Turkcell's investment, together with its infrastructure and service expertise, is expected to increase DCC's market share in Ukraine. DCC is currently the third largest mobile operator in Ukraine. The agreement between Turkcell and DCC is finalized by the signing of the contract, which enables the transfer of shares between the partners. 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 2.1 million subscribers as of September 30, 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 -------------------------------- ------------------------------- Toby Moore Murat Borekci, Investor Relations Tel:+44-20/7282-2999 Tel: + 90 212 313 1503 Email: toby.moore@citigatedr.co.uk Email: murat.borekci@turkcell.com.tr --------------------------- ----------------------------- or investor.relations@turkcell.com.tr ---------------------------------- United States: Victoria Hofstad/Jessica Wolpert Media: Tel: +1-201-499-3500 ------ Email: victoria.hofstad@citigatefi.com Nazli Candan, Corporate Communications ------------------------------- Tel: + 90 212 313 2310 jessica.wolpert@citigatefi.com ------------------------------ Email: nazli.candan@turkcell.com.tr ----------------------------- or Bahar Erbengi, Corporate Communications Tel: + 90-212/313-2309 Email: bahar.erbengi@turkcell.com.tr ----------------------------- [TURKCELL logo] THE TELECOMMUNICATION AUTHORITY FINES TURKCELL FOR VIOLATING TURK TELEKOM'S MONOPOLY Subject: Statement made pursuant to Circular VIII, No: 39 of the Capital Markets Board. Istanbul Stock Exchange ISTANBUL -------- Special Subjects: ----------------- Although, the license agreement signed between Turkcell and the Telecommunication Authority ("TA") allows Turkcell to establish necessary infrastructure for the termination of both local and long distance voice traffic and the monopoly of Turk Telekom has ended as of December 31, 2003, the TA has fined Turkcell. The TA claims that Turkcell has violated its license agreement by using infrastructure other than Turk Telekom's for its services. The fine totals TL31,730,818,040,000 (approximately US$24.3mn as of April 5, 2004). Turkcell will take the necessary legal actions against the TA's ruling. 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. Nihat Narin Umit Akin Investor Relations Legal Affairs 06.04.2004, 09:00 06.04.2004, 09:00 For further information please e-mail to investor.relations@turkcell.com.tr ---------------------------------- or call Turkcell Investor Relations (+ 90 212 313 1888) 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 6, 2004 By: /s/ MUZAFFER AKPINAR ------------------------ Name: Muzaffer Akpinar Title: Chief Executive Officer