NOTIFICATION OF REPURCHASE OFFER
PURSUANT TO RULE 23C-3
1. Investment Company Act File Number 811-8604 Date of
Notification: November 25, 1997
2. Exact name of investment company as specified in
registration statement:
Penfield Partners, L.P.
3. Address of principal execution office:
153 East 53rd Street
New York, NY 10022
A. [x] The notification pertains to a periodic
repurchase offer under paragraph (b) of Rule 23c-3.
B. [ ] The notification pertain to a discretionary
repurchase offer under paragraph (c) of Rule 23c-3.
C. [ ] The notification pertains to a periodic
repurchase offer under paragraph (b) of Rule 23c-3 and a
discretionary repurchase offer under paragraph (c) of Rule 23c-3.
By: /s/ William D. Witter
William D. Witter
Individual General Partner
<PAGE>
PENFIELD PARTNERS, L.P.
153 East 53rd Street
51st Floor
New York, New York 10022
(212) 753-7878
NOTICE OF
OFFER TO REPURCHASE UNITS
November 19, 1997
General Information
Penfield Partners, L.P. (the "Fund") is a Delaware
limited partnership and is registered as an investment company
under the Investment Company Act of 1940 (the "1940 Act"). The
Individual General Partners of the Fund are Thomas B. Albertson,
Richard R. Hayes and William D. Witter.
The Fund, as a fundamental policy, offers to
repurchase limited partnership units ("Units") from its Partners
at intervals of six months on June 30 and December 31 of each
calendar year. The Fund has established certain policies for the
repurchase of Units pursuant to the terms of its Amended and
Restated Agreement of Limited Partnership dated as of July 1,
1994, as amended by the First Amendment to Amended and Restated
Agreement of Limited Partnership, dated as of May 15, 1995 (the
"Partnership Agreement"). Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the
Partnership Agreement.
<PAGE>
Repurchase Offer
The Fund hereby offers to repurchase (the
"Repurchase Offer") up to 25% of the total number of Units
outstanding on December 31, 1997 (the "Repurchase Offer
Amount"), based upon the net asset value of such Units as of such
date. The computations for the redetermination of Units and the
net asset value per Unit with respect to this Repurchase Offer
are more fully described below. The number of Units
repurchased by the Fund is subject to increase by up to 2%, as
described under "Repurchase Procedures" below.
Repurchase Deadlines and Dates
The following table sets forth the key deadlines
and dates for the tender and payment of Units with respect to
this Repurchase Offer:
Description Date
Repurchase Request Deadline--the last
day to submit tenders of Units for December 17, 1997
repurchase and the last day to modify or
withdraw any tender submitted more Fund
______________________________________________________________
Repurchase Princing Date--the effective
date of the repurchase of Units and
the day for determination of the December 31, 1997
net asset value per Unit
______________________________________________________________
Repurchase Payment Deadline--the last
day for payment of repurchased Units January 7, 1998
______________________________________________________________
The specific procedures for the repurchase of Units pursuant
to this Repurchase Offer are more fully set forth below. A
Partner who tenders Units will be subject to the risk of
a decline in the value of the Fund during the 14-day period
between the Repurchase Request Deadline and the Repurchase
Pricing Date.
<PAGE>
Repurchase Procedures
Tenders by Partners. The enclosed Repurchase of
Units Tender Form must be completed and received by the Fund no
later than December 17, 1997 (the "Repurchase Request Deadline"),
in order to be effective. A Partner may tender any or all of the
Units owned by such Partner. A Partner will be entitled to
withdraw or modify any tender of Units by written notice received
by the Fund prior to the Repurchase Request Deadline but may not
thereafter withdraw or modify any tender of Units.
Oversubscriptions. In the event that the number of
Units tendered by Partners exceeds the Repurchase Offer Amount,
the Individual General Partners may, in their sole discretion,
increase the number of Units to be repurchased by up to 2% of the
number of Units outstanding on December 31, 1997 (the "Repurchase
Pricing Date"). If this Repurchase Offer is oversubscribed,
Units tendered by Partners will be repurchased pro rata in
accordance with the number of Units tendered by each Partner.
Redetermination of Units. In order to maintain a
fixed price per Unit of $25,000 for the repurchase of a Unit, the
Fund will redetermine the number of Units held by each Partner on
the Repurchase Pricing Date (immediately before any repurchases
or additional sales of Units) to reflect allocations of Profit or
Loss of the Fund. As a result, the number of Units owned by each
Partner will equal the balance in such Partner's Book Capital
Account on the Repurchase Pricing Date divided by $25,000. By
way of example only, if the net asset value of a Unit is $37,500
immediately prior to such redetermination, a Partner will be
credited with 1.5 Units for each Unit owned on the Repurchase
Pricing Date. As a convenience to Partners, the enclosed
Repurchase of Units Tender Form allows a Partner to tender a
specified number of Units or a specified percentage of such
Units, in each case at $25,000 per Unit.
<PAGE>
Payment for Units. The Fund will make cash
payments for repurchased Units no later than January 7, 1998 (the
"Repurchase Payment Deadline"). No fees will be payable by
Partners in connection with repurchases of their Units.
Suspension of Repurchase Offer. The Fund may
suspend or postpone this Repurchase Offer pursuant to a vote of a
majority of the Independent General Partners and only (i) for any
period during which an emergency exists as a result of which
disposal by the Fund of securities owned by it is not reasonably
practicable, or during which it is not reasonably practicable for
the Fund to fairly determine the value of its net assets, or
(ii) for such other periods as the Securities and Exchange
Commission may by order permit for protection of the Partners.
Computation of Net Asset Value
As of the close of business on November 18, 1997,
the net asset value of a Unit held by a Limited Partner was
$27,282.56. The Fund will compute its net asset value and the
net asset value of such a Unit daily on each business day during
the period from December 10, 1997, through December 16, 1997. A
Partner may obtain information concerning the net asset value of
the Fund or of a Unit held by a Limited Partner on any
date by calling the Fund at telephone number (212) 753-7878,
Attention: William D. Witter.
A Partner's dated and executed Repurchase of Units
Tender Form must be received by the Fund on or prior to December
17, 1997, in order to be effective. For convenience, the Fund
has enclosed a self-addressed postage prepaid envelope. Any
Partners who have any questions concerning this Offer to
Repurchase Units should call William D. Witter, at telephone
number (212) 753-7878.
/s/William D. Witter
William D. Witter
Individual General Partner
<PAGE>
PENFIELD PARTNERS, L.P.
REPURCHASE OF UNITS TENDER FORM
Penfield Partners, L.P.
153 East 53rd Street
51st Floor
New York, NY 10022
Attention of William D. Witter
Dear Sirs:
Reference is made to the accompanying Notice of
Offer to Repurchase Units (the "Notice") of Penfield Partners,
L.P. (the "Fund") dated November 19, 1997. Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them
in the Notice.
The undersigned hereby tenders Units for
repurchase, at a price of $25,000 per Unit, as follows (complete
one of the following):
__________ Number of Units
or
__________ % of Units
The number or percentage of Units tendered herein will represent
Units owned by the undersigned on the Repurchase Pricing Date
(December 31, 1997).
THIS REPURCHASE OF UNITS TENDER FORM MUST BE
COMPLETED AND RECEIVED BY THE FUND ON OR BEFORE DECEMBER 17,
1997, IN ORDER TO BE EFFECTIVE.
(To be signed and dated on the reverse side)
<PAGE>
If the Partner is an Individual:
_____________________ ____________________
Print Name(s)
_____________________ ____________________
Signature(s)
_____________________
Date
If the Partner is an Entity:
_____________________
Name of Entity
By___________________
Print Name_____________________
Print Title____________________
_______________________________
Date
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