SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FINAL AMENDMENT
TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D) (1) OR 13(E)(1)
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)
LIMITED LIABILITY COMPANY INTERESTS
(Title of Class of Securities)
N/A
(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)
<PAGE>
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
<PAGE>
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. ISSUER INFORMATION.
Item 2 of the Statement is hereby supplemented and amended by adding the
following:
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.
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.
XANTHUS FUND, L.L.C.
By: /s/ Howard M. Singer
----------------------
Name: Howard M. Singer
Title: Authorized Signatory
July 17, 2000
