Form N-23c-3 Notification of Repurchase Offer
Pursuant to Rule 23c-3 {17 CFR 270.23c-3}
1. Investment Company Act File Number: 811-8324
Date of Notification: November 25, 1998
2. Exact name of investment company as specified in registration
statement:
Zazove Convertible Fund, L.P.
3. Address of principal executive office:
4801 West Peterson Avenue, Suite 615
Chicago, Illinois 60646
4. Check one of the following:
A. {X} The notification pertains to a periodic repurchase
offer under paragraph (b) of Rule 23c-3.
B. { } The notification pertains to a discretionary
repurchase offer under paragraph (c) of Rule 23c-3.
C. { } The notification pertains to periodic repurchase
offer under paragraph (b) of Rule 23c-3 and a
discretionary repurchase offer under paragraph
(c) of Rule 23c-3.
ZAZOVE CONVERTIBLE FUND, L.P.
By: Zazove Convertible Management Limited Partnership, its
Managing General Partner
By: Steven. M. Kleiman, Chief Operating Officer
REPURCHASE OFFER
NOTIFICATION
To: Partners of Zazove Convertible Fund, L.P.
From: Zazove Convertible Fund, L.P.
Re: Quarterly Repurchase Offer
Date: November 25, 1998
The following information is provided for persons who desire to
redeem Units in the Zazove Convertible Fund, L.P. as of January 1,
1999.
This Notification is provided in accordance with the requirements
of Rule 23c-3 issued under the Investment Company Act of 1940.
Capitalized terms used in this Notification but not defined have
the same meaning as provided in the Amended and Restated Limited
Partnership Agreement of Zazove Convertible Fund L.P. dated
February 1, 1994.
The Zazove Convertible Fund L.P. (the "Fund") is offering to
repurchase on January 1, 1999 up to 25% of its Units outstanding
as of the close of business on December 31, 1998 at the Current
Net Asset Value per Unit as of the close of business on
December 31, 1998. No redemption or other fees will be imposed
on the repurchase of Units pursuant to this offer; provided,
however, that the Fund may impose a 2% redemption fee on
the repurchase of any Units acquired by a Partner within
the one year period ending on December 31, 1998. For this
purpose, Units are deemed repurchased by treating the
Units first acquired by a Partner as being repurchased
prior to Units acquired by the Partner thereafter.
A Partner that desires to have Units redeemed must complete the
enclosed Repurchase Request Form and deliver it to the Managing
General Partner of the Fund: Zazove Convertible Management Limited
Partnership, 4801 West Peterson Avenue, Suite 615, Chicago, Illinois
60646. In order to be effective, the Repurchase Request Form must
be received by the Managing General Partner on or before
December 17, 1998. A Partner may withdraw or modify any request
to repurchase. Units at any time prior to the end of business
on December 17, 1998, but not thereafter.
Please note that there is a risk that the Current Net Asset Value
Per Unit will fluctuate between the repurchase request deadline of
December 17, 1998 and the repurchase pricing date of December 31,
1998.
If the aggregate number of Units requested by the Partners to be
repurchased is in excess of 25% of the Units outstanding at the
close of business on December 31, 1998, the Fund may elect to
repurchase an additional 2% of its Units outstanding on such date.
If the aggregate number of Units requested by the Partners for
repurchase exceeds the number of Units in this repurchase offer
(including, if the Fund so elects, the additional 2%), then the
Fund will repurchase Units on a pro-rata basis; provided, however,
that the Fund may, prior to prorating tendered Units, accept all
Units tendered by Partners who hold fewer than 100 Units and who
tender all of their Units.
The Fund may suspend or postpone the repurchase offer described in
this notification only if a majority of the Director General
Partners, including a majority of the Independent General Partners,
vote to suspend or delay the repurchase offer and (i) The New York
Stock Exchange or any other market in which the securities owned by the
Fund are principally traded is closed, other than customary weekend and
holiday closings, or trading in such market is restricted, (ii) an
emergency exists as a result of which either disposal by the Fund
of its securities is not reasonably practicable or it is not reasonably
practicable to fairly determine the Current Net Asset Value Per
Unit or (iii) as permitted by the Securities and Exchange Commission
by order to protect the Partners.
The Current Net Asset Value Per Unit as of the close of business on
November 20, 1998 was $14.97355. Partners may ascertain the Current
Net Asset Value Per Unit as of the close of business on the last
business day of each week prior to December 17, 1998 and each of the
five business days prior to such date by calling the Managing General
Partner at (773) 283-8822.
