Turkcell Iletisim Hizmetleri A S

SC 13D/A 1 sc13da13.htm SCHEDULE 13D, AMENDMENT NO. 13

Under the Securities Exchange Act of 1934

Ordinary Shares, nominal value TRY 1.000 per share

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

Skadden, Arps, Slate, Meagher & Flom (UK) LLP

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed"for the purpose of Section 18 of the Securities Exchange Act of 1934 (the"Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

I.R.S. Identification Nos. of above persons (entities only)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Aggregate Amount Beneficially Owned by Each Reporting Person

Check If the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

I.R.S. Identification Nos. of above persons (entities only)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Aggregate Amount Beneficially Owned by Each Reporting Person

Check If the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

I.R.S. Identification Nos. of above persons (entities only)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Aggregate Amount Beneficially Owned by Each Reporting Person

Check If the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

I.R.S. Identification Nos. of above persons (entities only)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Aggregate Amount Beneficially Owned by Each Reporting Person

Check If the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

I.R.S. Identification Nos. of above persons (entities only)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Aggregate Amount Beneficially Owned by Each Reporting Person

Check If the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

This Amendment No. 13 (this "Amendment") to the Statement on Schedule 13D relates to the ordinary shares, nominal value TRY 1.000 per share of Turkcell Iletisim Hizmetleri A.S. ("Turkcell"). The initial statement on Schedule 13D, previously filed jointly by Cukurova Telecom Holdings Limited, Alfa Telecom Turkey Limited ("Alfa Telecom Turkey"), Alfa Finance Holdings S.A., CTF Holdings Limited, and Crown Finance Foundation on December 5, 2005, as amended (the "Statement"), is hereby amended and supplemented with respect to the items set forth in this Amendment. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Statement. The address of the principal executive office of Turkcell is Turkcell Plaza, Mesrutiyet Caddesi No: 71, 34430 Tepebasi, Istanbul, Turkey.

This Amendment is being filed on behalf of each of the following persons (each, a "Reporting Person"and, collectively, the"Reporting Persons"):

ATTL Holdings, a société à responsabilité limitée ("ATTL Holdings");

ATTL Holdings UK Limited ("ATTL UK"); and

Letterone Investment Holdings S.A. ("LIHS").