TROON PARTNERS LP
SC TO-I/A, 2001-01-16
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   SCHEDULE TO

            Tender Offer Statement Under Section 14(d)(1) or 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)

                          LIMITED PARTNERSHIP INTERESTS
                         (Title of Class of Securities)

                                       N/A
                      (CUSIP Number of Class of Securities)

                                Howard M. Singer
                              Troon Partners, L.P.
                           One World Financial Center
                               200 Liberty Street
                                   31st Floor
                            New York, New York 10281
                                 (212) 667-4225

       (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

                                December 1, 2000
                       (Date Tender Offer First Published,
                       Sent or Given to Security Holders)


<PAGE>

                            CALCULATION OF FILING FEE

-------------------------------------------------------------------------------
Transaction Valuation:   $175,000,000 (a)    Amount of Filing Fee   $35,000 (b)
-------------------------------------------------------------------------------

(a)  Calculated as the aggregate maximum purchase price for limited partnership
     interests.

(b)  Calculated at 1/50th of 1% of the Transaction Valuation.

[x]  Check the 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: $35,000
     Form or Registration No: SCHEDULE TO, REGISTRATION NO. 005- 53703
     Filing Party: TROON PARTNERS, L.P.
     Date Filed: December 1, 2000

[ ]  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.

     Check the appropriate boxes below to designate any transactions to which
     the statement relates:

[ ]  third-party tender offer subject to Rule 14d-1.

[x]  issuer tender offer subject to Rule 13e-4.

[ ]  going-private transaction subject to Rule 13e-3.

[ ]  amendment to Schedule 13D under Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the
     results of the tender offer: [x].


<PAGE>

     This Final Amendment relates to the Issuer Tender Offer Statement on
Schedule TO (the "Statement") originally filed on December 1, 2000 by Troon
Partners, L.P. (the "Partnership") in connection with an offer by the
Partnership to purchase up to $175,000,000 of interests in the Partnership
("Interests") on the terms and subject to the conditions set forth in the Offer
to Purchase and the related Letter of Transmittal. Copies of the Offer to
Purchase and Letter of Transmittal were previously filed as Exhibits B and C to
the Statement on December 1, 2000.

     This is the Final Amendment to the Statement and is being filed to report
the results of the Offer. Capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Offer to Purchase.

     The following information is furnished pursuant to Rule 13e-4(c)(4):

          1. The Offer expired at 12:00 midnight, New York time, on December 31,
     2000.

          2. $54,030,554.50 in Interests were validly tendered and not withdrawn
     prior to the expiration of the Offer, and all of those Interests were
     accepted for purchase by the Partnership in accordance with the terms of
     the Offer.


<PAGE>

                                    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:    /s/ Howard M. Singer
                                                 -------------------------------
                                                   Name:   Howard M. Singer
                                                   Title:  Authorized Signatory

January 12, 2001




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