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 September 12, 2003 -------------------- 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 September 12, 2003 - Turkcell revises financials for the second quarter of 2003 Press release dated September 12, 2003 - Turkcell provides update on Regulatory Environment [GRAPHIC OMITTED] FOR IMMEDIATE RELEASE TURKCELL REVISES FINANCIALS FOR THE SECOND QUARTER OF 2003 Istanbul, Turkey: September 12, 2003--Turkcell (NYSE:TKC, ISE: TCELL), the leading provider of mobile communications services in Turkey, has today announced a revision to its preliminary results announcement for the second quarter of 2003 distributed on August 14, 2003. As Turkish macro economic indicators improved significantly in 2003 and Turkcell has generated taxable income for four consecutive quarters, the management believes that it is more likely than not that certain deferred tax assets will be realized as management is now confident of making reasonable forecasts on taxable income and related tax matters for the coming one-year period in the current economic and political environment of Turkey. As a result of these developments in the second quarter of 2003, management changed its judgement regarding the realizability of the deferred tax assets and related valuation allowance requirements. Therefore, Turkcell reported the impact of this change in judgement in the second quarter of 2003. The impact of the change on net income was US$40.7 million and the net income figure for the second quarter 2003 is revised to US$73.2 million. Announced and revised figures are compared in the table attached for your information. www.turkcell.com.tr About Turkcell Turkcell is the leading GSM operator in Turkey with approximately 17.2 million postpaid and prepaid customers as of June 30, 2003. Turkcell had revenues of US$ 1,074.8 million as of June 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. 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. 1 For further information please 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 Mehmet Sezgin, Investor Relations Tel: + 90 212 313 1290 United States Email: mehmet.sezgin@turkcell.com.tr ------------- Victoria Hofstad/Patrick Hughes investor.relations@turkcell.com.tr Tel: +1 212 688 6840 Email: victoria.hofstadqcitigatedr-ny.com Media: patrick.hughes@citigatedr-ny.com ------ Zuhal Seker, Corporate Communications Tel: + 90 212 313 2330 Email: zuhal.seker@turkcell.com.tr Bahar Erbengi, Corporate Communications Tel: + 90 212 313 2309 Email: bahar.erbengi@turkcell.com.tr Internet: www.turkcell.com.tr 2 TURKCELL ILETISIM HIZMETLERI A.S. SELECTED FINANCIALS Announced on 14 August 2003 REVISED Differences --------------------------- ---------------------- ----------------------- Quarter Half Quarter Half Quarter Half Ended Ended Ended Ended Ended Ended June 30, June 30, June 30, June 30, June 30, June 30, 2003 2003 2003 2003 2003 2003 Consolidated Statement of Operations Data Revenues Communication fees 567.2 1,043.1 567.2 1,043.1 - - Monthly fixed fees 10.2 19.2 10.2 19.2 - - Subscription fees - - - - - - SIM card sales 4.0 8.3 4.0 8.3 - - Call center revenues 1.6 3.2 1.6 3.2 - - Other 0.7 1.0 0.7 1.0 - - Total revenues 583.7 1,074.8 583.7 1,074.8 - - Direct cost of revenues (363.6) (690.3) (363.6) (690.3) - - ------- ------- ------- ------- ---- ---- Gross profit 220.1 384.5 220.1 384.5 - - General & administrative expenses (26.6) (48.8) (26.6) (48.8) - - Selling & marketing expenses (57.7) (106.7) (57.7) (106.7) - - ------- ------- ------- ------- ---- ---- Income from operations 135.8 229.0 135.8 229.0 - - Income (loss) from related parties , net 0.6 2.6 0.6 2.6 - - Net interest expense (59.6) (119.8) (59.6) (119.8) - - Other Income (expense) , net 3.6 6.6 3.6 6.6 - - Equity in net income (loss) of unconsolidated investees 4.3 6.5 4.3 6.5 - - Minority interest 0.3 0.7 0.3 0.7 - - Translation Gain/Loss (52.5) (53.6) (52.5) (53.6) - - ------- ------- ------- ------- ---- ---- Income (loss) before taxes 32.5 72.0 32.5 72.0 - - Income tax benefit (expense) - - 40.7 40.7 40.7 40.7 ------- ------- ------- ------- ---- ---- Net income ( loss ) 32.5 72.0 73.2 112.7 40.7 40.7 ======= ======= ======= ======= ==== ==== Net income ( loss ) per share 0.00006 0.00014 0.00015 0.00023 Other Financial Data EBITDA 217.9 450.2 217.9 450.2 - - EBITDA margin 37.3% 41.9% 37.3% 41.9% Consolidated Balance Sheet Data (at period end) Cash and cash equivalents 443.8 443.8 443.8 443.8 - - Total assets 3,327.2 3,327.2 3,378.7 3,378.7 51.5 51.5 Long term debt 830.6 830.6 830.6 830.6 - - Total debt 1,034.9 1,034.9 1,034.9 1,034.9 - - Total liabilities 1,923.7 1,923.7 1,934.5 1,934.5 10.8 10.8 Total shareholders' equity/Net Assets 1,403.5 1,403.5 1,444.2 1,444.2 40.7 40.7 [GRAPHIC OMITTED] FOR IMMEDIATE RELEASE TURKCELL PROVIDES UPDATE ON REGULATORY ENVIRONMENT Istanbul, Turkey: September 12, 2003--Turkcell (NYSE:TKC, ISE: TCELL), the leading provider of mobile communications services in Turkey, today provides the following update on the regulation of mobile telecommunications in Turkey. The Telecommunication Authority, regulator of telecommunication services in Turkey, announced that it has designated Turkcell an "operator holding significant market power" in the mobile telecommunications services market. Turkcell was also given the same title in the mobile call termination services market along with another operator. The Access and Interconnection Regulation, established by the Telecommunications Authority in May 2003, imposes more stringent requirements on operators designated as "operators holding significant market power." They will be required to provide access to any requesting operator at a price based on cost. There may also be additional requirements going forward, including one to allow competitors access to their base stations, switches and other equipment as well as some additional reporting obligations. However, the impact of these requirements, implementation and timing as far as Turkcell is concerned is currently unknown. www.turkcell.com.tr About Turkcell Turkcell is the leading GSM operator in Turkey with approximately 17.2 million postpaid and prepaid customers as of June 30, 2003. Turkcell had revenues of US$ 1,074.8 million as of June 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. 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. 1 For further information please contact: Turkcell Citigate Dewe Rogerson Investors: Europe ---------- ------ Koray Ozturkler, Investor Relations Tel: +90 212 313 1500 Kate Delahunty Email: koray.ozturkler@turkcell.com.tr Tel: +44 20 7282 2934 Email: kate.delahunty@citigatedr.co.uk Mehmet Sezgin, Investor Relations Tel: + 90 212 313 1290 Email: mehmet.sezgin@turkcell.com.tr United States ------------- investor.relations@turkcell.com.tr Victoria Hofstad/Jessica Wolpert Tel: +1 212 840 0008 Media: Email: victoria.hofstadqcitigatedr-ny.com ------ jessica.wolpert@citigatedr-ny.com Zuhal Seker, Corporate Communications Tel: + 90 212 313 2330 Email: zuhal.seker@turkcell.com.tr Bahar Erbengi, Corporate Communications Tel: + 90 212 313 2309 Email: bahar.erbengi@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: September 12, 2003 By: /s/ MUZAFFER AKPINAR -------------------------- Name: Muzaffer Akpinar Title: Chief Executive Officer