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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
FINAL AMENDMENT
AUGUSTA PARTNERS, L.P.
(Name of Issuer)
AUGUSTA PARTNERS, L.P.
(Name of Person(s) Filing Statement)
PARTNERSHIP INTERESTS
(Title of Class of Securities)
Mr. Mitchell A. Tanzman
Augusta Management, L.L.C.
CIBC Oppenheimer Tower
One World Financial Center, 33rd Floor
200 Liberty Street
New York, NY 10281
(212) 667-7649
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
With a copy to:
Kenneth S. Gerstein, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
(212) 756-2533
November 26, 1997
(Date Tender Offer First Published,
Sent or Given to Security Holders)
Calculation of Filing Fee
- --------------------------------------------------------------------------------
Transaction Valuation: $50,000,000 (a) Amount of Filing Fee: $10,000 (b)
- --------------------------------------------------------------------------------
(a) Calculated as the aggregate maximum purchase price for partnership
interests.
(b) Calculated at 1/50th of 1% of the Transaction Valuation.
[xx] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $10,000.00
Form or Registration No.: Schedule 13E-4
Filing Party: Augusta Partners, L.P.
Date of Filing: November 18, 1997
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This Final Amendment relates to the Issuer Tender Offer Statement on
Schedule 13E-4 originally filed on November 18, 1997 by Augusta Partners, L.P.,
a Delaware limited partnership (the "Partnership"), in connection with an offer
to purchase, for cash, up to $50,000,000 of partnership interests in the
Partnership or portions thereof, upon the terms and subject to the conditions
set forth in the Offer to Purchase, a copy of which was attached as Exhibit B to
the Schedule 13E-4, and in the related Letter of Transmittal, a copy of which
was attached as Exhibit C to the Schedule 13E-4. This Final Amendment is being
filed in connection with the expiration of the Offer to Purchase.
The following information is furnished pursuant to Rule 13e-4(c)(3)
under the Securities Exchange Act of 1934, as amended, and General Instruction D
to Schedule 13E-4:
1. The Offer to Purchase expired at 12:00 Midnight, New York City
time, on December 31, 1997.
2. At the time the Offer to Purchase expired, $13,226,895.36 of
partnership interests were validly tendered to, and accepted by, the Partnership
pursuant to the Offer to Purchase.
3. In addition, this Final Amendment is being filed:
(i) to amend ITEM 1 of the Schedule 13E-4 by inserting at
the end thereof the following:
Augusta Management, L.L.C., the manager (the "Manager") of the
Partnership, and its affiliates tendered to the Partnership $4,370,311.00
of Partnership interests. The Partnership accepted all such interests so
tendered.
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(ii) to amend ITEM 9 and the Exhibit Index of the Schedule
13E-4 to reflect the addition of the following letters sent to limited partners,
and to attach such letters as Exhibits D and E, as indicated below, to the
Schedule 13E-4:
Exhibit Description
------- -----------
D. Letter dated January 8, 1998 from the Manager to
Limited Partners in connection with acceptance of
offers of tender.
E. Letter dated January 8, from the Manager to
Limited Partners in connection with the
transmission of promissory note.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
AUGUSTA PARTNERS, L.P.
By: Augusta Management, L.L.C.
Manager
By: CIBC Oppenheimer Corp.
Managing Member
By:/s/ Mitchell A. Tanzman
--------------------------
January 14, 1998 Name: Mitchell A. Tanzman
Title: Managing Director
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EXHIBIT INDEX
Exhibit Description
------- -----------
D. Letter dated January 8, 1998 from the Manager to
Limited Partners in connection with acceptance of
offers of tender.
E. Letter dated January 8, from the Manager to
Limited Partners in connection with the
transmission of promissory note.
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EXHIBIT D
4
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[CIBC OPPENHEIMER LETTERHEAD]
January 8, 1998
Dear Limited Partner:
Augusta Partners, L.P. (the "Partnership") has received and
accepted your tender request. Enclosed is a statement showing the breakdown of
your capital withdrawal and the manner in which it is being distributed, in
accordance with the tender offer.
In the event that you have tendered your entire investment, the
remaining funds which are owed to you will be paid within 5 business days
following the conclusion of the 1997 year-end audit, according to the terms of
the tender offer. We expect the audit to be completed by the end of February,
1998. This investment will no longer appear on your CIBC Oppenheimer monthly
statement, beginning with your February statement. However, the balance of your
tender request owed to you, in accordance with the terms of the tender, will
appear on your month end statement as a non-interest bearing note, unless you
have elected to receive the note directly. If you have requested to receive the
note directly, the note must be returned before you can receive your final
payment (see attached note). Therefore, please return this note to us no later
than February 27, 1998.
Should you have any questions, please feel free to contact PFPC
Inc., our Administrator, at 1-888-520-3277.
Sincerely,
/s/ Mitchell A. Tanzman
------------------------------
Mitchell A. Tanzman
for Augusta Management, L.L.C.
Enclosure
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EXHIBIT E
5
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[CIBC OPPENHEIMER LETTERHEAD]
January 8, 1998
Dear Limited Partner:
In accordance with the terms of the tender offer, you have been paid 95% of the
amount requested to be tendered and accepted by Augusta Partners, L.P. (the
"Partnership") either by check, if requested, or wired directly into your
brokerage account at CIBC Oppenheimer. The balance or contingent portion of the
repurchased interest is valued based on the unaudited net asset value of the
Partnership as of December 31, 1997, and is subject to year end audit
adjustments which may cause a change in the value of the contingent portion of
the repurchased interest. The enclosed promissory note represents the portion of
your tender request which is subject to such year end adjustment and will be
paid in the same manner you designated in the Letter of Transmittal.
However, since you have requested to receive the promissory note, you must
return this original note prior to the disbursement of your final payment. We
cannot accept a fax of this promissory note. Until the original is returned you
will not be paid the balance of the amount you tendered.
Please return the promissory note to PFPC Inc., P.O. Box 576, Claymont, Delaware
19703, Attn: Karen Castagna.
Sincerely,
/s/ Mitchell A. Tanzman
Mitchell A. Tanzman
for Augusta Management, L.L.C.
Enclosure
