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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
TROON PARTNERS, L.P.
(Name of Issuer)
TROON PARTNERS, L.P.
(Name of Person(s) Filing Statement)
PARTNERSHIP INTERESTS
(Title of Class of Securities)
Howard M. Singer
Troon 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 25, 1998
(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
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Form or Registration No.: Schedule 13E-4
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Filing Party: Troon Partners, L.P.
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Date of Filing: November 23, 1998
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This Final Amendment relates to the Issuer Tender Offer Statement on
Schedule 13E-4 originally filed on November 23, 1998 by Troon 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, 1998.
2. At the time the Offer to Purchase expired, $13,262,460.46 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 to amend ITEM 9 and the
Exhibit Index of the Schedule 13E-4 to reflect the addition of the following
letter sent to limited partners, and to attach such letter as Exhibit D, as
indicated below, to the Schedule 13E-4:
Exhibit Description
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D. Letter dated January 8, 1999 from Troon Management, L.L.C. to
Limited Partners in connection with acceptance of offers of
tender.
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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.
TROON PARTNERS, L.P.
By: Troon Management, L.L.C.
Manager
By: CIBC Oppenheimer Corp.
Managing Member
By: /s/ Howard M. Singer
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Name: Howard M. Singer
January 14, 1999 Title: Managing Director
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EXHIBIT D
[Troon Partners, L.P. Letterhead]
January 8, 1999
Dear Limited Partner:
Troon 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, you have been paid
95% of the amount requested, in accordance with the terms of the tender offer.
The funds were paid out either by check, if requested, or wired directly into
your brokerage account at CIBC Oppenheimer.
The contingent portion of the repurchased interest is valued based on the
unaudited net asset value of the Partnership as of December 31, 1998, 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 contingent portion will
be paid (subject to audit adjustment) within 10 calendar days following the
conclusion of the 1998 year-end audit, according to the terms of the tender
offer. We expect the audit to be completed by the end of February, 1999. This
investment will no longer appear on your CIBC Oppenheimer monthly statement,
beginning with your February statement. However, the contingent portion owed to
you will appear on your month end statement as a promissory note, unless you
have elected to receive the note directly (see attached note, if applicable).
Please be aware that the promissory note must be returned to Karen Castagna,
PFPC Inc., P.O. Box 358, Claymont, Delaware 19703, and received by PFPC no later
than March 8, 1999 in order to receive payment.
Should you have any questions, please feel free to contact PFPC Inc., our
Administrator, at 1-888-520-3280.
Sincerely,
/s/ Howard M. Singer
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Howard Singer
for Troon Management, L.L.C.
Enclosure
