SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
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)
With a copy to:
Ms. Edna Parry or
Mr. H. Winston Holt, IV Ms. Yukako Kawata, Esq.
Panther Management Company, L.P. Davis Polk & Wardwell
101 Park Avenue 450 Lexington Avenue
New York, New York 10178 New York, NY 10017
(212) 984-2500 (212) 450-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
December 2, 1996
(Date Tender Offer First Published,
Sent or Given to Security Holders)
Calculation of Filing Fee
Transaction Valuation: $200,000,000 Amount of Filing Fee: $40,000
(a) Calculated as the aggregate maximum purchase price for limited
partnership interests.
(b) Calculated as 1/50th of 1% of the Transaction Valuation.
[X ] 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: $30,000
--------------------------------------------------
Form or Registration No.: 005-44541
--------------------------------------------------
Filing Party: Panther Partners, L.P.
------------------------------------------------------------
Date of Filing: October 30, 1996
----------------------------------------------------------
This Amendment No.1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") dated October 28, 1996 filed on
October 30, 1996 by Panther Partners, L.P., a closed-end, non-diversified,
management investment company organized as a Delaware limited partnership (the
"Fund"), relating to the Fund's offer to purchase up to $200,000,000 of
Interests. The purchase price of the Interests tendered to the Fund will be
their net asset value as of the close of business on December 31, 1996, if the
Offer to Purchase expires on the initial expiration date of December 31, 1996,
and otherwise on such later date as corresponds to any extension of the Offer
to Purchase. Terms defined in the Statement and not separately defined herein
shall have the meaning of such term in the Statement.
ITEM 1. Security and Issuer
Item 1 is amended as follows:
(a) The fourth sentence of paragraph (b) of Item 1 is amended by
replacing the amount "$150,000,000" with "$200,000,000".
(b) The sixth sentence of paragraph (b) of Item 1 is amended by
deleting the words "and/or marketable securities (valued in
accordance with the Fund's Amended and Restated Limited
Partnership Agreement (the "L.P. Agreement"))".
ITEM 2. Source and Amount of Funds or Other Consideration
Paragraph (a) of Item 2 is amended as follows:
(a) by replacing the amount "$150,000,000" with "$200,000,000";
and
(b) by deleting the words "and/or delivery of ".
ITEM 3. Purpose of This Tender Offer and Plans or Proposal of the
Issuer of Affiliate.
Paragraph 1 of Item 3 is amended by adding the following sentence
immediately prior to the last sentence of the paragraph: "The Fund intends to
accept subscriptions for Limited Partnership Interests on January 1, 1997."
ITEM 9. Materials to be Filed as Exhibits.
(A) Offer to Purchase
The Offer to Purchase filed as Exhibit A to the Statement is
amended as follows:
Header:
The header on the first page of the Offer to Purchase is
amended by replacing the amount "$150,000,000" with
"$200,000,000".
Paragraph 1:
The first sentence of the first paragraph of the Offer to
Purchase is amended to read in its entirety as follows:
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 a combination of cash and a Note (as defined in Section
6 of this Offer) 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 $200,000,000
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,
1996, if the Offer expires on December 31, 1996, and
otherwise on such later date as corresponds to any extension
of the Offer.
1. Background and Purpose of the Offer
Paragraph 3 of this Section 1 is amended by adding the
following sentence immediately prior to the last sentence of the
paragraph: "The Fund intends to accept subscriptions for Limited
Partnership Interests on January 1, 1997."
2. Offer to Purchase and Purchase Price
The first sentence of this Section 2 is amended by replacing
the amount "$150,000,000" with "$200,000,000".
3. Amount of Tender
The first and second sentences of paragraph 2 of this
Section 3 are amended by replacing the amount "$150,000,000" with
"$200,000,000".
6. Purchases and Payments
The first sentence of paragraph 2 of this Section 6 is
amended by deleting the words "and/or marketable securities
(valued in accordance with the Fund's L.P. Agreement)".
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/ Nolan T. Altman
---------------------------------
December 2, 1996 Name: Nolan T. Altman
Title: Chief Financial Officer
