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)
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: $175,000,000Amount 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
<PAGE>
This Amendment relates to the Issuer Tender Offer Statement on
Schedule 13E-4 originally filed on January 3, 1996, 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 Amendment is being filed to
attach as Exhibit C to the Schedule 13E-4 a letter sent to security holders
with the offer to purchase.
ITEM 9 is hereby amended to read:
ITEM 9. Material to be Filed as Exhibits.
A. Offer to Purchase (including Financial Statements).
B. Form of Letter of Transmittal.
C. Letter sent to security holders with Offer to Purchase
The Exhibit Index is hereby amended to read:
EXHIBIT INDEX
Exhibit Page Number
A. Offer to Purchase (including Financial Statements)
B. Letter of Transmittal
C. Letter sent to security holders with 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
January 4, 1996 Title: Managing Director
<PAGE>
Exhibit C
PANTHER
Panther Partners, L.P.
101 Park Avenue, New York, N.Y. 10178 (212) 984-2500
Panther Managment Company, L.P.
General Partner,
Panther Management Corporation
Sole General Partner
To: Limited Partners
From: Hal Davidson
Date: January 3, 1996
As you may know, responses by investors to the Fund's $125-million
tender offer, which expired on December 31, 1995, exceeded by approximately
12% the maximum amount which could be accepted thereunder. In furtherance of
our commitment to provide liquidity to investors, the Fund has commenced a
second tender offer which will expire at Midnight on January 31, 1996.
Documentation with respect to that offer is enclosed.
If you have any questions, please contact Winston Holt or me at (212)
984-2500.
