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)
Amendment No. 1
Panther Partners, L.P.
(Name of Issuer)
Panther Partners, L.P.
(Name of Person(s) Filing Statement)
Limited Partnership Interests
(Title of Class of Securities)
Mr. H. Winston Holt, IV
Panther Management Company, L.P.
101 Park Avenue
New York, New York 10178
(212) 984-2567
With a copy to:
Stephen R. Nelson
Schulte Roth & Zabel
900 Third Avenue
New York, New York 10022
(212) 756-2470
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
December 1,1995
(Date Tender Offer First Published,
Sent or Given to Security Holders)
Calculation of Filing Fee
Transaction Valuation: $125,000,000 Amount of Filing Fee: $25,000
(a) Calculated as the aggregate maximum purchase price for limited
partnership interests.
(b) Calculated as 1/50th of 1% of the Transaction Valuation.
[XXX] 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: $20,00
Form or Registration No.: Schedule 13E-4
Filing Party: Panther Partners, L.P.
Date of Filing: November 1, 1995
Page 1 of 4 Pages
<PAGE>
This Amendment relates to the Issuer Tender Offer Statement on Schedule 13E-4
(the "Schedule 13E-4") originally filed on November 1, 1995, by Panther
Partners, L.P., a Delaware limited partnership (the "Fund"), in connection
with an offer to purchase, for cash, up to $100,000,000 of limited partnership
interests in the Fund 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 A to the Schedule 13E-4, and in the related Letter of Transmittal, a
copy of which was attached as Exhibit B to the Schedule 13E-4.
This Amendment is being filed:
(i) to amend the Transaction Valuation set forth on the first page
of the Schedule 13E-4 from "$100,000,000" to "$125,000,000" and to make such
corresponding change in ITEM 1(b) and ITEM 2(a) of the Schedule 13E-4;
(ii) to amend the Amount of Filing Fee set forth on the first page
of the Schedule 13E-4 from "$20,000" to "$25,000";
(iii) to amend the date on which the tender offer was first
published, sent or given to security holders from "November __, 1995" to
"December 1, 1995";
(iv) to amend a portion of ITEM 1(b) of the Schedule 13E-4 from
"Payment of the purchase price will consist of: (1) cash and/or marketable
securities (valued in accordance with the Fund's Amended and Restated Limited
Partnership Agreement (the "L.P. Agreement"))" to "Payment of the purchase
price will consist of: (1) cash and/or marketable securities traded on an
established securities exchange (valued in accordance with the Fund's Amended
and Restated Limited Partnership Agreement (the "L.P. Agreement") and
distributed to tendering limited partners on a PARI PASSU basis)";
(v) to attach as Exhibit A a restated Offer to Purchase dated
December 1, 1995, and to attach as Exhibit B a restated Letter of Transmittal
dated December 1,1995, both revised to reflect the foregoing as appropriate;
and
(vi) to amend ITEM 9 and the EXHIBIT INDEX to reflect the addition
of the Transmittal Memorandum as Exhibit C; and
(vii) to attach as Exhibit C to the Schedule 13E-4 the Transmittal
Memorandum sent to security holders with the Offer to Purchase.
<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.
PANTHER PARTNERS, L.P.
By: Panther Management Company, L.P.
Corporate General Partner
By: Panther Management Corporation
Sole General Partner
By: /s/ Robert E. Fink
Name: Robert E. Fink
December 1, 1995 Title: Managing Director
<PAGE>
Exhibit A
PANTHER PARTNERS, L.P.
101 Park Avenue
New York, New York 10178
OFFER TO PURCHASE $125,000,000 OF OUTSTANDING
LIMITED PARTNERSHIP INTERESTS
AT NET ASSET VALUE
THE EXPIRATION DATE OF THIS OFFER AND THE WITHDRAWAL DEADLINE
IS 12:00 MIDNIGHT NEW YORK CITY TIME,
ON DECEMBER 31, 1995, UNLESS EXTENDED
To the Limited Partners of
Panther Partners, L.P.:
Panther Partners, L.P., a closed-end, non-diversified, management
investment company organized as a Delaware limited partnership (the "Fund"),
is offering to purchase for cash upon the terms and conditions set forth in
this offer to purchase and the related Letter of Transmittal (which together
constitute the "Offer") up to $125,000,000 of limited partnership interests in
the Fund or portions thereof pursuant to tenders by limited partners at a
price equal to their unaudited net asset value as of December 31, 1995, if the
Offer expires on December 31, 1995, and otherwise on such later date as
corresponds to any extension of the Offer. (As used in this Offer the term
"Interest" or "Interests", as the context requires, shall refer to the limited
partnership interests in the Fund and portions thereof which constitute the
class of security which is the subject of this Offer or the limited
partnership interests in the Fund or portions thereof which are tendered by
limited partners to the Fund pursuant to this Offer). This Offer is being
made to all limited partners of the Fund and is not conditioned upon any
minimum amount of Interests being tendered, but is subject to certain
conditions described below. The Interests are not traded on any established
trading market and are subject to strict restrictions on transferability
pursuant to the Fund's Amended and Restated Limited Partnership Agreement (the
"L.P. Agreement").
If you desire to tender all or any portion of your Interest in the Fund,
you should complete and sign the attached Letter of Transmittal and send or
deliver it to the Fund in the manner set forth below.
IMPORTANT
NEITHER THE FUND NOR ITS GENERAL PARTNERS MAKE ANY RECOMMENDATION TO ANY
LIMITED PARTNER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING INTERESTS.
EACH LIMITED PARTNER MUST MAKE HIS, OR ITS OWN DECISION WHETHER TO TENDER
INTERESTS, AND IF SO, THE PORTION OF SUCH LIMITED PARTNER'S INTEREST TO
TENDER.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF
THE FUND AS TO WHETHER LIMITED PARTNERS SHOULD TENDER INTERESTS PURSUANT TO
THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED
HEREIN OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION
AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE FUND.
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF SUCH
TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
Questions and requests for assistance, and requests for additional
copies of the Offer may be directed to Mr. H. Winston Holt, IV at the address
and telephone number set forth below.
December 1, 1995 PANTHER PARTNERS, L.P.
Panther Management Company, L.P.
101 Park Avenue
New York, New York 10178
Attn: Mr. H. Winston Holt, IV
Managing Director
(212) 984-2567
TABLE OF CONTENTS
1. Background and Purpose of the Offer. .. . . . . . . . . . . . . . . 3
2. Offer to Purchase and Price. . . . . .. . . . . . . . . . . . . . . 3
3. Amount of Tender . . . . . . . . . . .. . . . . . . . . . . . . . . 4
4. Procedure for Tenders. . . . . . . . .. . . . . . . . . . . . . . . 4
5. Withdrawal Rights. . . . . . . . . . .. . . . . . . . . . . . . . . 5
6. Purchases and Payment. . . . . . . . .. . . . . . . . . . . . . . . 5
7. Certain Conditions of the Offer. . . .. . . . . . . . . . . . . . . 5
8. Certain Information About the Fund . .. . . . . . . . . . . . . . . 6
9. Certain Federal Income Tax Consequences. . . . . . . . . . . . . . 6
10. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Annex A Financial Statements
<PAGE>
1. BACKGROUND AND PURPOSE OF THE OFFER. The purpose of the Offer is
to provide liquidity to limited partners for Interests as contemplated by and
in accordance with the procedures set forth in the Fund's Private Placement
Memorandum (the "PPM") and the L.P. Agreement. The PPM and the L.P.
Agreement, which was provided to each limited partner in advance of
subscribing for Interests, provide that the Individual General Partners have
the discretion to determine that the Fund will purchase Interests from time to
time from limited partners pursuant to written tenders, and that the Corporate
General Partner of the Fund expects that generally it will recommend to the
Individual General Partners that the Fund purchase Interests from limited
partners at the end of each year. In light of the fact that there is no
secondary trading market for Interests and transfers of Interests are
prohibited without prior approval of the Fund, the Individual General Partners
of the Fund have determined that the Offer is in the best interests of limited
partners of the Fund in order to provide liquidity for Interests in the Fund
as contemplated in the PPM and the L.P. Agreement. The Individual General
Partners intend to consider the continued desirability of the Fund making an
offer to purchase Interests at the end of each year, but the Fund will at no
time be required to make any such offer.
In 1994, the Fund made a tender offer expiring 12:00 Midnight,
December 31, 1994, for up to $250,000,000 of Interests (the "1994 Offer").
Pursuant to the 1994 Offer, an aggregate of $76,074,161 of Interests were
tendered to, and purchased by, the Fund.
The purchase of Interests pursuant to the Offer will have the effect of
increasing the proportionate interest in the Fund of limited partners who do
not tender Interests. Limited partners who retain their Interests will be
subject to the increased risks that may result from the reduction in the
Fund's aggregate assets resulting from payment for the Interests tendered,
including, for example, the potential for greater volatility due to decreased
diversification and higher expenses. However, the Fund believes that those
risks will be reduced to the extent additional Interests are sold. Interests
which are tendered to the Fund in connection with this Offer will be retired,
although the Fund may issue new Interests from time to time in transactions
not involving any public offering conducted pursuant to Rule 506 promulgated
under the Securities Act of 1933, as amended. The Fund intends to accept
subscriptions for Limited Partnership Interests on January 1, 1996. The Fund
has no plans to offer for sale any other additional Interests, but may do so
in the future.
2. OFFER TO PURCHASE AND PRICE. The Fund will, upon the terms and
subject to the conditions of the Offer, purchase up to $125,000,000 of
outstanding Interests which are properly tendered by and not withdrawn (in
accordance with Section 5 below) prior to 12:00 Midnight, New York City time,
December 31, 1995 (such time and date being hereinafter called the "Initial
Expiration Date"), or such later date as corresponds to any extension of the
Offer. The later of the Initial Expiration Date or the latest time and date
to which the Offer is extended is hereinafter called the "Expiration Date."
The Fund reserves the right to extend, amend or cancel the Offer as described
in Sections 3 and 7 below. The purchase price of an Interest tendered will be
its net asset value as of the close of business on the Expiration Date,
payable as set forth in Section 6. As of the close of business on
September 30, 1995, the estimated unaudited value of an Interest corresponding
to an initial capital contribution of $1 million on March 1, 1992, the date
the Fund commenced operations, was approximately $1,705,000. As of the
commencement of business on October 1, 1995, there were approximately
$501,800,000 in Interests. Limited partners may obtain weekly current net
asset value information until the expiration of the offer, and daily net asset
value information during the last five business days of the Offer, by
contacting Mr. H. Winston Holt, IV at Panther Management Company, L.P. at the
telephone number or address set forth on page 2 above, Monday through Friday,
except holidays.
3. AMOUNT OF TENDER. Subject to the limitations set forth below,
limited partners may tender their entire Interest, defined by either a
specific dollar value or a percentage of the net asset value of the tendering
limited partner's Interest. A limited partner may not tender less than such
limited partner's entire Interest unless the value of such limited partner's
remaining Interest would exceed the greater of (a) $100,000 or (b) any
performance allocation which would be debited against such limited partner's
capital account were the date of repurchase the day on which a performance
reallocation would be made under the terms of the L.P. Agreement. In
addition, a limited partner which has made a contribution of capital to the
Fund within the 12 months preceding the proposed date of repurchase must
maintain a capital account balance equal to at least 15% of all such
contributions unless otherwise consented to by the Corporate General Partner.
The Offer is being made to all limited partners of the Fund and is not
conditioned upon any minimum amount of Interests being tendered. The Fund has
been informed by its general partners and affiliates that they may tender to
the Fund for all or any Interests held by them that will be acquired from the
1995 performance reallocation.
If the amount of the Interests that are properly tendered pursuant to
the Offer, and not withdrawn pursuant to Section 5 below, is less than or
equal to $125,000,000 (or such greater amount as the Fund may elect to
purchase pursuant to the Offer), the Fund will, upon the terms and subject to
the conditions of the Offer, purchase all of the Interests so tendered unless
the Fund elects to cancel or amend the Offer or postpone acceptance of tenders
made pursuant to the Offer, as provided in Section 7 below. If more than
$125,000,000 of Interests are duly tendered to the Fund prior to the
expiration of the Offer, and not withdrawn pursuant to Section 5 below, the
Fund will, in its sole discretion (a) accept the additional Interests
permitted to be accepted pursuant to Rule 13e-4(f)(1) promulgated under the
Securities Exchange Act of 1934, as amended; (b) extend the Offer, if
necessary, and increase the amount of Interests that the Fund is offering to
purchase to an amount which it believes will be sufficient to accommodate the
excess Interests tendered as well as any Interests tendered during the
extended Offer; or (c) accept Interests tendered prior to or on the Expiration
Date for payment on a pro rata basis based on their net asset value. The
Offer may be extended, amended or cancelled in various other circumstances
described in Section 7 below.
4. PROCEDURE FOR TENDERS. Limited partners wishing to tender
Interests pursuant to the Offer should send or deliver to the Fund at the
address set forth on page 2 above a completed and executed Letter of
Transmittal, which must be received by the Fund no later than the Expiration
Date.
The Fund recommends that all documents be submitted to the Fund via
overnight courier or registered mail, return receipt requested. However, the
method of delivery of any documents is at the election and risk of the limited
partner tendering an Interest. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of tenders will be
determined by the Fund, in its sole discretion, and such determination shall
be final and binding. The Fund reserves the absolute right to reject any or
all tenders determined by it not to be in appropriate form or the acceptance
of or payment for which would, in the opinion of counsel for the Fund, be
unlawful. The Fund also reserves the absolute right to waive any of the
conditions of the Offer or any defect in any tender with respect to any
particular Interest or any particular limited partner, and the Fund's
interpretations of the terms and conditions of the Offer will be final and
binding. Unless waived, any defects or irregularities in connection with
tenders must be cured within such time as the Fund shall determine. Tenders
will not be deemed to have been made until the defects or irregularities have
been cured or waived. Neither the Fund nor any general partner of the Fund
shall be obligated to give notice of any defects or irregularities in tenders,
nor shall any of them incur any liability for failure to give such notice.
5. WITHDRAWAL RIGHTS. Any limited partner tendering an Interest
pursuant to this Offer may withdraw such tender at any time prior to or on the
Expiration Date and, if Interests are not accepted by the Fund at the close of
the Expiration Date, at any time after 40 business days after the commencement
of the Offer. To be effective, any notice of withdrawal must be timely
received by the Fund at the address set forth on page 2 above. Any notice of
withdrawal must specify the name of the person withdrawing a tender and the
amount of the Interest previously tendered which is being withdrawn. All
questions as to the form and validity (including time of receipt) of notices
of withdrawal will be determined by the Fund in its sole discretion, and such
determination shall be final and binding. Interests properly withdrawn shall
not thereafter be deemed to be tendered for purposes of the Offer. However,
withdrawn Interests may be retendered by following the procedures described in
Section 4 prior to the Expiration Date.
6. PURCHASES AND PAYMENT. For purposes of the Offer, the Fund will
be deemed to have accepted (and thereby purchased) Interests which are
tendered as, if and when it gives oral or written notice to the limited
partner tendering an Interest of its election to purchase such Interest. As
stated in Section 2 above, the purchase price of an Interest tendered by any
limited partner will be the net asset value thereof as of the close of
business on December 31, 1995, if the Offer expires on the Initial Expiration
Date, and otherwise on such later date as corresponds to any extension of the
Offer.
Payment of the purchase price will consist of: (1) cash and/or
marketable securities traded on an established securities exchange (valued in
accordance with the Fund's L.P. Agreement and distributed to tendering limited
partners on a PARI PASSU basis) in an aggregate amount equal to 97% of the
estimated unaudited net asset value of the Interests tendered, determined as
of the Expiration Date, which is expected to be 12:00 Midnight, December 31,
1995, payable within five business days after the Expiration Date (the "Cash
Payment"), and (2) a promissory note (the "Note") entitling the holder thereof
to a contingent payment equal to the excess, if any, of (a) the net asset
value of the Interests tendered as of the Expiration Date, determined based on
the audited financial statements of the Fund, over (b) the Cash Payment. The
Note will be delivered to the tendering limited partner within five business
days after the Expiration Date, will not bear interest or be transferable, and
will be payable in cash within five business days after completion of the
audit of the financial statements of the Fund. The audit of the Fund's 1995
financial statements will be completed within 60 days after the end of the
year.
Cash Payments for Interests acquired pursuant to the Offer will be
derived from: (a) cash on hand; and (b) the proceeds of the sale of securities
and portfolio assets held by the Fund. The Fund will segregate with its
custodian cash or government securities equal to the value of the amount
estimated to be paid under any Notes, as described above. The Fund does not
expect to borrow funds to purchase Interests tendered in connection with the
Offer.
7. CERTAIN CONDITIONS OF THE OFFER. The Fund reserves the right, at
any time and from time to time, to extend the period of time during which the
Offer is pending by notifying limited partners thereof. In the event that the
Fund so elects to extend the tender period, the net asset value of Interests
tendered will be determined as of a date after December 31, 1995,
corresponding to any extension of the Offer. During any such extension, all
Interests previously tendered and not withdrawn will remain subject to the
Offer. The Fund also reserves the right, at any time and from time to time,
up to and including acceptance of tenders pursuant to the Offer, to: (a)
cancel the Offer in the circumstances set forth in the following paragraph and
in the event of such cancellation not to purchase or pay for any Interests
tendered pursuant to the Offer; (b) amend the Offer; and (c) postpone the
acceptance of Interests. If the Fund determines to amend the Offer or to
postpone the acceptance of Interests tendered, it will, to the extent
necessary, extend the period of time during which the Offer is open as
provided above and will promptly notify limited partners.
The Fund may cancel the Offer, or amend the Offer, or postpone the
acceptance of tenders made pursuant to the Offer, if: (a) the Fund would not
be able to liquidate portfolio securities in a manner which is orderly and
consistent with the Fund's investment objectives and policies in order to
purchase Interests tendered pursuant to the Offer; (b) there is, in the
Individual General Partners' judgment, any (i) legal action or proceeding
instituted or threatened challenging the Offer or otherwise materially
adversely affecting the Fund, (ii) declaration of a banking moratorium by
Federal or state authorities or any suspension of payment by banks in the
United States or New York State, which is material to the Fund, (iii)
limitation imposed by Federal or state authorities on the extension of credit
by lending institutions, (iv) suspension of trading on any organized exchange
or over-the-counter market where the Fund has a material investment, (v)
commencement of war, armed hostilities or other international or national
calamity directly or indirectly involving the United States which is material
to the Fund, (vi) decrease in the net asset value of the Fund of three percent
or more from the net asset value of the Fund as of commencement of the Offer,
or (vii) other event or condition which would have a material adverse effect
on the Fund or its limited partners if Interests tendered pursuant to the
Offer were purchased; or (c) the Independent Individual General Partners of
the Fund determine that it is not in the best interest of the Fund to purchase
Interests pursuant to the Offer. However, there can be no assurance that the
Fund will exercise its right to extend, amend or cancel the Offer or to
postpone acceptance of tenders pursuant to the Offer.
8. CERTAIN INFORMATION ABOUT THE FUND. The Fund is a closed-end,
non-diversified, management investment company organized as a Delaware limited
partnership. The principal office of the Fund is located at 101 Park Avenue,
New York, New York 10178. Interests are not traded on any established trading
market and are subject to strict restrictions on transferability pursuant to
the Fund's L.P. Agreement.
The Fund does not have any plans or proposals which relate to or would
result in: (a) the acquisition by any person of additional Interests (other
than the Fund's intention to accept subscriptions on January 1, 1996 and other
than the ability to make additional Interests available for other
subscriptions from time to time in the discretion of the Fund), or the
disposition of Interests; (b) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the Fund; (c) a sale or
transfer of a material amount of assets of the Fund (other than in connection
with ordinary portfolio transactions of the Fund); (d) any change of the
identity of the general partners of the Fund, or in the management of the Fund
including, but not limited to, any plans or proposals to change the number or
the term of the Individual General Partners of the Fund or to change any
material term of the advisory contract of the Corporate General Partner of the
Fund; (e) any material change in the present distribution policy or
indebtedness or capitalization of the Fund; (f) any other material change in
the Fund's structure or business, including any plans or proposals to make any
changes in its investment policy for which a vote would be required by
Section 13 of the Investment Company Act of 1940, as amended; or (g) any
changes in the Fund's L.P. Agreement or other actions which may impede the
acquisition of control of the Fund by any person, other than as described
below.
The Corporate General Partner of the Fund is entitled under the terms of
the L.P. Agreement of the Fund to receive, subject to certain limitations, an
allocation of up to 15% of the net profits of the Fund.
9. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following
discussion is a general summary of the federal income tax consequences of the
purchase by the Fund from limited partners of Interests pursuant to the Offer.
Limited partners should consult their own tax adviser for a complete
description of the tax consequences to them of a purchase by the Fund of
Interests pursuant to the Offer.
In general, a limited partner from whom an Interest is purchased by the
Fund will be treated as receiving a distribution from the Fund. Such a
limited partner generally will not recognize income or gain as a result of the
purchase, except to the extent (if any) that the amount of consideration
received by the limited partner exceeds his then adjusted tax basis in his
Interest. A limited partner's basis in his Interest will be reduced (but not
below zero) by the amount of consideration received by the limited partner
from the Fund in connection with the purchase of such Interest. A limited
partner's basis in his Interest will be adjusted for income, gain or loss
allocated (for tax purposes) to him for periods prior to the purchase of such
Interest. Cash distributed to a limited partner in excess of the adjusted tax
basis of his Interest is taxable as capital gain or ordinary income, depending
on the circumstances. A limited partner whose entire Interest is purchased
by the Fund may recognize a loss, but only to the extent that the amount of
consideration received from the Fund is less than the limited partner's then
adjusted tax basis in his Interest.
10. MISCELLANEOUS.
The Offer is not being made to, nor will tenders be accepted from,
limited partners in any jurisdiction in which the Offer or its acceptance
would not comply with the securities or Blue Sky laws of such jurisdiction.
The Fund is not aware of any jurisdiction in which the Offer or tenders
pursuant thereto would not be in compliance with the laws of such
jurisdiction. However, the Fund reserves the right to exclude limited
partners from the Offer in any jurisdiction in which it is asserted that the
Offer cannot lawfully be made. The Fund believes such exclusion is
permissible under applicable tender rules, provided the Fund makes a good
faith effort to comply with any state law deemed applicable to the Offer.
The Fund has filed an Issuer Tender Offer Statement on Schedule 13E-4
with the Securities and Exchange Commission which includes certain information
relating to the Offer summarized herein. A copy of such statement may be
obtained from the Fund by contacting Mr. H. Winston Holt, IV at the address on
page 2 above, or from the public reference office of the Securities and
Exchange Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington
D.C. 10549.
<PAGE>
Exhibit B
LETTER OF TRANSMITTAL
Regarding the
Limited Partnership Interests
of
PANTHER PARTNERS, L.P.
Tendered Pursuant to the Offer to Purchase
Dated December 1, 1995
Complete This Letter Of Transmittal And Return Or Deliver To:
Panther Partners, L.P.
101 Park Avenue
New York, New York 10178
Attn: Mr. H. Winston Holt, IV
Managing Director - Client Services
For additional information call:
(212) 984-2567
Gentlemen:
The undersigned hereby tenders to Panther Partners, L.P., a closed-end,
non-diversified, management investment company organized under the laws of the
State of Delaware (the "Fund"), the limited partnership interest in the Fund
or portion thereof held by the undersigned, described below, upon the terms
and conditions set forth in the Offer to Purchase, dated October 31, 1995,
receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which together constitute the "Offer").
The undersigned hereby sells to the Fund the limited partnership
interest in the Fund or portion thereof tendered hereby pursuant to the Offer.
The undersigned hereby warrants that the undersigned has full authority to
sell the limited partnership interest in the Fund or portion thereof tendered
hereby and that the Fund will acquire good title thereto, free and clear of
all liens, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale thereof, and not subject to any adverse
claim, when and to the extent the same are purchased by it. Upon request, the
undersigned will execute and deliver any additional documents necessary to
complete the sale in accordance with the terms of the Offer.
The undersigned recognizes that under certain circumstances set forth in
the Offer, the Fund may not be required to purchase any of the limited
partnership interests in the Fund or portions thereof tendered hereby.
Payment of the cash portion of the purchase price for the limited
partnership interest in the Fund or portion thereof of the undersigned shall
be sent to the undersigned by wire transfer or check posted first class (at
the sole risk of addressee) as based on the direction of the undersigned as
indicated below. (Any payment in the form of marketable securities would be
made by means of special arrangement with the tendering limited partner.) A
promissory note reflecting the contingent payment portion of the purchase
price will be sent to the undersigned to the address indicated below. The
undersigned recognizes that payment of the portion of the purchase price which
is subject to immediate payment is based on the unaudited net asset value as
of December 31, 1995, of the limited partnership interest of the Fund or
portion thereof tendered, and that the contingent payment portion of the
purchase price shall be determined upon completion of the audit of the Fund's
financial statements for 1995, and shall be paid within five business days
thereafter in cash.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and the obligation of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned. Except as stated
in the Offer, this tender is irrevocable.
Part 1. Name and Address:
Name of limited
partner:
Address:
Social Security No.
or Taxpayer
Identification No.:
Telephone Number: ( )
Part 2. Amount of limited partnership interest in the Fund tendered:
Entire limited partnership interest
Portion of limited partnership interest
a) $
or
b) percent of limited
partnership interest
Part 3. Payment Instructions.
Please indicate below how you wish to receive cash payments.
Remit cash payments by wire transfer to:
Name of institution:
City:
Institution's Wire
Transfer Number:
Account Name:
Account Number:
Remit cash payments by check mailed first class (at the sole
risk of addressee) to the address set forth above.
(Any payment in the form of marketable securities would be
made by means of special arrangement with the tendering
limited partner.)
The promissory note reflecting the contingent payment
portion of the purchase price, if applicable, will be sent
to the undersigned by first class mail at the address set
forth above.
Part 4. Signature.
(Signature(s) of Owner(s) Exactly as Appeared on Subscription Agreement)
Date December __ , 1995
Name(s)
(Please Print)
<PAGE>
Exhibit C
PANTHER
Panther Partners, L.P.
101 Park Avenue, New York, N.Y. 10178 (212) 984-2500
Panther Management Company, L.P.
General Partner,
Panther Management Corporation
Sole General Partner
TO: Limited Partners
FROM:H. Winston Holt, IV
DATE:December 1, 1995
In keeping with our commitment to provide liquidity to partners, Panther
Partners, L.P. will be offering partners the opportunity to tender any
portion or all of their partnership interests in the fund. Although you
have the right to tender until Midnight, December 31, 1995, we urge you to
help us in our year-end planning by informing us of your intentions as
quickly as possible.
The enclosed documents should provide you with all of the necessary
information on the tender. If you have any questions, please contact either
Hal Davidson or me at (212) 984-2500.
