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)
December 1, 1995
(Date Tender Offer First Published,
Sent or Given to Security Holders)
Calculation of Filing Fee
Transaction Valuation: $125,000,000Amount 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: $25,000
Form or Registration No.: Schedule 13E-4
Filing Party: Panther Partners, L.P.
Date of Filing: November 1, 1995
Page 1 of 3 Pages
<PAGE>
This Final Amendment relates to the Issuer Tender Offer Statement
on Schedule 13E-4 originally filed on November 1, 1995, as amended in
Amendment No. 1, filed on December 1, 1995 (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 $125,000,000 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 December 31, 1995.
2. At the time the Offer to Purchase expired, $150,116,461 of
partnership interests were validly tendered to the Fund (the "Tendered
Amount").
3. Pursuant to Section 3 of the Offer to Purchase and Rule 13e-
4(f)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the Fund accepted for payment, the $125,000,000 in partnership
interests subject to the Offer and two percent of the outstanding partnership
interests as of Midnight, December 31, 1995, or $8,999,958, for an aggregate
of $133,999,958 (the "Maximum Accepted Amount").
4. Pursuant to Section 3 of the Offer to Purchase and Rule 13e-
4(f)(3) of the Exchange Act, the Fund prorated acceptance of the partnership
interests tendered by each partner according to a fraction the numerator of
which was the Maximum Accepted Amount and the denominator of which was the
Tendered Amount.
In addition, this Final Amendment is being filed:
(i) to amend ITEM 9 and the EXHIBIT INDEX to reflect the
addition of the letter sent to partners in connection with Fund's proration of
acceptance; and
(ii) to attach as Exhibit D to the Schedule 13E-4 such letter
sent to security holders.
<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
January 4, 1996 Title: Managing Director
<PAGE>
Exhibit D
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: Hal Davidson
Date: January 4, 1996
Re: Panther, Tender Offer
Every December since the inception of Panther, the Fund has made a tender
offer to give partners the opportunity to redeem some or all of their interest
in the Fund. As you know, these annual tenders are in keeping with our
commitment to provide liquidity to investors within the regulatory strictures
governing Panther's operations. Under these regulations, we are required to
make an advance filing with the SEC specifying the size of the tender, and we
are not permitted to accept tenders totaling substantially more than this
amount without formally amending the tender offer.
Responses by investors to the Fund's $125-million tender offer, which expired
on December 31, 1995, exceeded by approximately 12% the maximum amount
permitted by the terms of the tender process based upon tenders received by
the close of business last Friday. SEC rules require that we deal with an
oversubscription in one of two ways. We could have increased the size of the
tender through a formal amendment, an action that would have necessitated a
delay in all investors' access to any proceeds of the tender and exposed all
proceeds to fluctuations in portfolio values during that interim.
Alternatively, we have elected to prorate acceptance of the tendered interests
based upon the ratio between the maximum amount we may accept and the total
amount tendered, an action that will permit us to make a prompt payment of the
prorated amount.
In addition, to insure that investors have the opportunity to receive as soon
as possible their tendered interests which were not accepted as a result of
the proration, the Fund plans to commence another tender offer as soon as it
is legally permissible. We believe that tenders by limited partners in
response to a second offer will approximate the $16-million of interests not
accepted due to the proration, although the Fund expects to file with the SEC
for a greater amount. It is anticipated that the closing of any such offer
will not be later than February 29. We will send you documentation concerning
that tender offer once it has been finalized.
We intend to wire tomorrow a cash payment which is approximately 86% of the
amount you requested. Pursuant to the terms of the tender offer, you would
have received 97% had there been no oversubscription. The additional unpaid
amount is due to the proration and will remain in Panther as a partnership
interest unless you return your tender request and until it is accepted in the
upcoming offer.
It is our judgment that this is the best way to satisfy your tender requests
as promptly and completely as possible.
Should you have any questions about this matter, please contact Winston Holt
or me at (212)-984-2500.
