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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
XANTHUS FUND, L.L.C.
(Name of Issuer)
XANTHUS FUND, L.L.C.
(Name of Person(s) Filing Statement)
PARTNERSHIP INTERESTS
(Title of Class of Securities)
Paul Belica
Xanthus Fund, L.L.C.
One World Financial Center, 31st Floor
200 Liberty Street
New York, NY 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, 1999
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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Transaction Valuation: $25,000,000 (a) Amount of Filing Fee: $5,000 (b)
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(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: $5,000.00
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Form or Registration No.: Schedule 13E-4
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Filing Party: Xanthus Fund, L.L.C.
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Date of Filing: November 26, 1999
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This Final Amendment relates to the Issuer Tender Offer Statement on
Schedule 13E-4 originally filed on November 26, 1999 by Xanthus Fund, L.L.C., a
Delaware limited liability company (the "Fund"), in connection with an offer to
purchase up to $25,000,000 of limited liability company interests in the Fund,
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 time, on
December 31, 1999.
2. At the time the Offer to Purchase expired, $3,548,223.83 of limited
liability company interests were validly tendered to and accepted by the Fund
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 members of the Fund ("Members") as Exhibit E to the Schedule
13E-4:
Exhibit Description
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E Form of Letter dated January 10, 2000 from
Xanthus Fund, L.L.C. to Members 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.
XANTHUS FUND, L.L.C.
By: /s/ PAUL BELICA
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Name: Paul Belica
Title: Manager
January 14, 2000
[XANTHUS FUND, L.L.C. LETTERHEAD]
January 10, 2000
Dear Member:
Xanthus Fund, L.L.C. (the "Company") 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 wired directly into your CIBC Oppenheimer brokerage account .
The contingent portion of the repurchased interest is valued based on the
unaudited net asset value of the Company as of December 31, 1999, 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 1999 year-end audit, according to the terms of the tender
offer. We expect the audit to be completed by the end of February, 2000. 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.
Should you have any questions, please feel free to contact PFPC Inc., our
Administrator, at 1-888-520-3280.
Sincerely,
/s/ RENE PARADIS
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Rene Paradis
for CIBC Oppenheimer Advisers, L.L.C.
Enclosure
