SC TO-I/A, 2000-07-18
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                              WASHINGTON, DC 20549

                                 FINAL AMENDMENT


                                   SCHEDULE TO

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                              XANTHUS FUND, L.L.C.
                                (Name of Issuer)

                              XANTHUS FUND, L.L.C.
                      (Name of Person (s) Filing Statement)

                         (Title of Class of Securities)

                      (CUSP Number of Class of Securities)

                                Howard M. Singer
                              Xanthus Fund, L.L.C.
                           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

                                  June 2, 2000
                       (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 limited liability
     company 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:  $10,000
Form or Registration No:  SCHEDULE TO, REGISTRATION NO. 005-57209
Filing Party:  XANTHUS FUND, L.L.C.
Date Filed:  June 2, 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].

     Xanthus Fund, L.L.C. (the "Fund") hereby amends and supplements its Issuer
Tender Offer Statement on Schedule TO (the "Statement") originally sent to
investors and filed with the Securities and Exchange Commission by the Fund on
June 2, 2000, and amended on June 12, 2000 in connection with a tender offer
(the "Offer") by the Fund to purchase up to $50,000,000 of interests in the Fund
("Interests") on the terms and subject to the conditions set forth in the Offer
to Purchase (the "Offer to Purchase") and the related Letter of Transmittal (the
"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 June
2, 2000. An amendment to the offer to purchase was also previously filed as
Exhibit B-1 on June 12, 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.

     All information in the Offer to Purchase filed as Exhibit B, as amended, is
incorporated by reference in answer to all of the items in the Statement except
those items as to which information is specifically provided herein.


     Item 2 of the Statement is hereby supplemented and amended by adding the

     The Offer expired at 12:00 midnight, New York time, on June 30, 2000.
     Interests were validly tendered at their net asset value pursuant to the
     Offer in an estimated aggregate principal amount of $5,612,525.90. The
     value of the Interests tendered was calculated in accordance with the terms
     of the Offer and is based upon a month-end estimated calculation as of June
     30, 2000. The Fund accepted the entire amount tendered, and pursuant to the
     Offer, paid the consideration as required to be paid therefore in
     accordance with the Offer on July 10, 2000. As of the close of business on
     June 30, 2000, the Fund held was approximately $355,583,910.52 in net
     assets before the withdrawal of Interests. Following the purchase of the
     Interests properly tendered in the Offer, and based upon the most recent
     estimate available at the time of this filing, as of June 30, 2000 the Fund
     held approximately $349,971,384.62 outstanding in net assets.


     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.

                                                         XANTHUS FUND, L.L.C.

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

July 17, 2000

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