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
Panther Partners, L.P.
(Name of Issuer)
Panther Partners, L.P.
(Name of Person(s) Filing Statement)
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)
January 3, 1996
(Date Tender Offer First Published,
Sent or Given to Security Holders)
Calculation of Filing Fee
Transaction Valuation: $175,000,000 Amount of Filing Fee: $35,000
(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: $35,000
Form or Registration No.: Schedule 13E-4
Filing Party: Panther Partners, L.P.
Date of Filing: January 3, 1996
Page 1 of 3 Pages
This Final Amendment relates to the Issuer Tender Offer
Statement on Schedule 13E-4 originally filed on January 3, 1996,
as amended in Amendment No. 1, filed on January 4, 1996, and
Amendment No. 2, filed on January 18, 1996(so amended, the
"Schedule 13E-4"), by Panther Partners, L.P., a Delaware limited
partnership (the "Fund"), in connection with an offer to
purchase, for cash, up to $175,000,000 of 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 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 City time, on January 31, 1996.
2. At the time the Offer to Purchase expired,
$28,553,482 of partnership interests were validly tendered to,
and accepted by, the Fund.
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
February 2, 1996 Title: Managing Director
