SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
EXCELSIOR ABSOLUTE RETURN FUND OF FUNDS MASTER FUND, LLC
(Name of Issuer)
EXCELSIOR ABSOLUTE RETURN FUND OF FUNDS MASTER FUND, LLC
(Name of Person(s) Filing Statement)
LIMITED LIABILITY COMPANY INTERESTS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
DOUGLAS A. LINDGREN
Excelsior Absolute Return Fund of Funds Master Fund, LLC
225 High Ridge Road
Stamford, CT 06905
(203) 352-4497
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Kenneth S. Gerstein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2533
October 19, 2004
As Amended November 2, 2004
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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Transaction Valuation: $25,000,000 (a) Amount of Filing Fee: $3,167.50 (b)
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(a) Calculated as the aggregate maximum purchase price for Interests.
(b) Calculated at $126.70 per million of Transaction Valuation.
/X/ Check the 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: $3,167.50
Form or Registration No.: 005-80093
Filing Party: Excelsior Absolute Return Fund of Funds Master Fund, LLC
Date Filed: October 19, 2004
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/ / third-party tender offer subject to Rule 14d-1.
/X/ issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer:
/ /
AMENDMENT NO. 1 TO TENDER OFFER STATEMENT
This Amendment No. 1 amends the Issuer Tender Offer Statement on
Schedule TO (the "Statement") originally filed with the Securities and Exchange
Commission on October 19, 2004 by Excelsior Absolute Return Fund of Funds Master
Fund, LLC ("Fund"), relating to the Fund's offer to purchase limited liability
company interests in the Fund ("Interest" or "Interests" as the context
requires) from members of the Fund ("Members") at their net asset value (that
is, the value of the Fund's assets minus its liabilities, multiplied by the
proportionate interest in the Fund a Member desires to tender).
The purpose of this Amendment is to notify Members about the following
information: (1) the extension of the offer to purchase Interests ("Offer"); and
(2) the termination of Ernst & Young LLP ("Ernst & Young") as public accountants
of the Fund.
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EXTENSION OF OFFER
Throughout the Statement, Exhibit A to the Statement (Cover Letter to
the Offer and Letter of Transmittal), Exhibit B to the Statement (The Offer),
Exhibit C to the Statement (Letter of Transmittal) and Exhibit D to the
Statement (Notice of Withdrawal of Tender), all references to the expiration
date of the Offer, which was originally November 16, 2004, shall be amended to
extend the expiration date of the Offer until 12:00 midnight, Eastern Time,
Wednesday, December 1, 2004. Until that time, Members have the right to change
their minds and withdraw the tenders of their Interests. Members will also have
the right to withdraw tenders of their Interests at any time after Thursday,
December 30, 2004, assuming their Interest has not been accepted for purchase by
the Fund on or before that date. The net asset value of the Interests will be
calculated on December 31, 2004 ("Valuation Date").
TERMINATION OF ERNST & YOUNG
The Fund's Board of Managers and Audit Committee have terminated Ernst
& Young as the Fund's independent public accountants as a result of concerns
regarding their independence at the time of the issuance of their report on the
Fund's March 31, 2004 financial statements. These concerns are the result of
certain real estate consulting services performed by Ernst & Young on a
contingent fee basis for Charles Schwab & Co., Inc., an affiliate of the Fund's
Adviser. During the period Ernst & Young served as independent accountants of
the Fund, there was no disagreement between Ernst & Young and the Fund on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedures, which disagreement, if not resolved to the
satisfaction of Ernst & Young, would have caused it to make reference to the
subject matter of the disagreement in its report. The Fund has no reason to
believe that the Fund's March 31, 2004 financial statements were not prepared in
accordance with generally accepted accounting principles, or that such financial
statements do not fairly represent, in all material respects, the financial
condition of the Fund as of their dates. The Board and the Audit Committee will
engage another independent accounting firm to perform a re-audit of the Fund's
March 31, 2004 financial statements and to perform the audit for the fiscal year
ended March 31, 2005. The results of the re-audit will be reported to the Fund
and its shareholders upon its completion.
EXHIBITS
Notice of this amendment in the form of the letter attached hereto as
Exhibit 1 will be sent to all members of the Fund who received the Offer to
Purchase and the Letter of Transmittal. Amended copies of the Form of Letter of
Transmittal and Form of Notice of Withdrawal of Tender are attached hereto as
Exhibits 2 and 3, respectively.
Except as amended herein, all other terms of the Statement filed on
October 19, 2004 shall remain the same.
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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.
EXCELSIOR ABSOLUTE RETURN FUND OF FUNDS MASTER FUND, LLC
By: Board of Managers
By: /s/ Douglas A. Lindgren
------------------------
Name: Douglas A. Lindgren
Title: Manager and President
November 2, 2004
EXHIBIT INDEX
EXHIBIT
1 Form of Letter from the Fund to Members Relating to Amendment No. 1 of
Schedule TO.
2 Form of Letter of Transmittal.
3 Form of Notice of Withdrawal of Tender.
EXHIBIT 1
FORM OF LETTER FROM THE FUND TO MEMBERS RELATING TO AMENDMENT NO. 1
TO THE SCHEDULE TO
November 2, 2004
RE: Excelsior Absolute Return Fund of Funds Master Fund, LLC ("Fund")
Dear Member:
We are writing to inform you of important information relating to the
Fund's offer ("Offer"), dated October 19, 2004, to purchase limited liability
company interests in the Fund ("Interest" or "Interests" as the context
requires) from members of the Fund ("Members").
The purpose of this letter is to notify Members about the following
information: (1) the extension of the Offer; and (2) the termination of Ernst &
Young LLP ("Ernst & Young") as public accountants of the Fund.
EXTENSION OF OFFER
On October 19, 2004, the Fund notified Members of its Offer to
purchase Interests from Members at their net asset value (that is, the value of
the Fund's assets minus its liabilities, multiplied by the proportionate
interest in the Fund a Member desires to tender). The Offer was to remain open
until 12:00 midnight, Eastern Time, on Tuesday, November 16, 2004, unless the
Offer was extended. The Board of Managers ("Board") of the Fund has determined
to extend the expiration date of the Offer until 12:00 midnight, Eastern Time,
Wednesday, December 1, 2004. Until that time, Members have the right to change
their minds and withdraw the tenders of their Interests. Members will also have
the right to withdraw tenders of their Interests at any time after Thursday,
December 30, 2004, assuming their Interest has not been accepted for purchase by
the Fund on or before that date. The net asset value of the Interests will be
calculated on December 31, 2004 ("Valuation Date").
TERMINATION OF ERNST & YOUNG
The Fund's Board of Managers and Audit Committee have terminated Ernst
& Young as the Fund's independent public accountants as a result of concerns
regarding their independence at the time of the issuance of their report on the
Fund's March 31, 2004 financial statements. These concerns are the result of
certain real estate consulting services performed by Ernst & Young on a
contingent fee basis for Charles Schwab & Co., Inc., an affiliate of the Fund's
Adviser. During the period Ernst & Young served as independent accountants of
the Fund, there was no disagreement between Ernst & Young and the Fund on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedures, which disagreement, if not resolved to the
satisfaction of Ernst & Young, would have caused it to make reference to the
subject matter of the disagreement in its report. The Fund has no reason to
believe that the Fund's March 31, 2004 financial statements were not prepared in
accordance with generally accepted accounting
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principles, or that such financial statements do not fairly represent, in all
material respects, the financial condition of the Fund as of their dates. The
Board and the Audit Committee will engage another independent accounting firm to
perform a re-audit of the Fund's March 31, 2004 financial statements and to
perform the audit for the fiscal year ended March 31, 2005. The results of the
re-audit will be reported to the Fund and its shareholders upon its completion.
OTHER INFORMATION
Should you wish to tender your Interest or a portion of your Interest
for purchase by the Fund during this tender offer period, please complete and
return the enclosed Letter of Transmittal in the enclosed postage-paid envelope
or by fax so that it arrives no later than December 1, 2004. If you do not wish
to sell your Interests, simply disregard this notice. NO ACTION IS REQUIRED IF
YOU DO NOT WISH TO SELL ANY PORTION OF YOUR INTEREST AT THIS TIME.
All tenders of Interests must be received by the Adviser, either by
mail or by fax (if by fax, please deliver an original, executed copy promptly
thereafter) in good order by December 1, 2004. Mail and fax instructions are
included in the Letter of Transmittal.
Except as amended herein, all other terms of the Offer sent to you on
October 19, 2004 shall remain the same.
Should you have any questions, please feel free to contact the Fund's
Adviser, U.S. Trust Hedge Fund Management, Inc. at (203) 352-4497.
Sincerely,
Excelsior Absolute Return Fund of Funds
Master Fund, LLC
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EXHIBIT 2
LETTER OF TRANSMITTAL
Regarding Interests in
EXCELSIOR ABSOLUTE RETURN FUND OF FUNDS MASTER FUND, LLC
Tendered Pursuant to the Offer
Dated October 19, 2004
As Amended November 2, 2004
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT, AND THIS LETTER OF
TRANSMITTAL MUST BE RECEIVED BY THE FUND BY, 12:00 MIDNIGHT, EASTERN TIME, ON
WEDNESDAY, DECEMBER 1, 2004, UNLESS THE OFFER IS EXTENDED.
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COMPLETE THIS LETTER OF TRANSMITTAL AND RETURN BY MAIL OR FAX TO:
U.S. Trust Hedge Fund Management, Inc.
225 High Ridge Road
Stamford, CT 06905
Attn: Kathleen Flores
For additional information:
Phone: (203) 352-4497
Fax: (203) 352-4456
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Ladies and Gentlemen:
The undersigned hereby tenders to Excelsior Absolute Return Fund of
Funds Master Fund, LLC, a closed-end, non-diversified, management investment
company organized under the laws of the State of Delaware (the "Fund"), the
limited liability company interest in the Fund (hereinafter the "Interest" or
"Interests" as the context requires) or portion thereof held by the undersigned,
described and specified below, on the terms and conditions set forth in the
offer to purchase, dated October 19, 2004, as amended November 2, 2004, receipt
of which is hereby acknowledged, and in this Letter of Transmittal (which
together constitute the "Offer"). THE TENDER AND THIS LETTER OF TRANSMITTAL ARE
SUBJECT TO ALL THE TERMS AND CONDITIONS SET FORTH IN THE OFFER, INCLUDING, BUT
NOT LIMITED TO, THE ABSOLUTE RIGHT OF THE FUND TO REJECT ANY AND ALL TENDERS
DETERMINED BY FUND, IN ITS SOLE DISCRETION, NOT TO BE IN THE APPROPRIATE FORM.
The undersigned hereby sells to the Fund the Interest or portion
thereof tendered hereby pursuant to the Offer. The undersigned hereby warrants
that the undersigned has full authority to sell the Interest or portion thereof
tendered hereby and that the Fund will acquire good title thereto, free and
clear of all liens, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale thereof, and not subject to any adverse claim,
when and to the extent the same are purchased by it. Upon request, the
undersigned will execute and deliver any additional documents necessary to
complete the sale in accordance with the terms of the Offer.
The undersigned recognizes that under certain circumstances set forth
in the Offer, the Fund may not be required to purchase any of the Interests in
the Fund or portions thereof tendered hereby.
A promissory note for the purchase price will be deposited into a
special custody account with PFPC Trust Company (PFPC Trust Company, together
with its affiliated banks, "PFPC"). The initial payment of the purchase price
for the Interest or portion thereof tendered by the undersigned will be made by
transfer of the funds to the undersigned's account at PFPC, or mailed to the
address of record for the undersigned if the undersigned does not have a PFPC
account, as described in Section 6 of the Offer. The undersigned hereby
represents and warrants that the undersigned understands that upon a withdrawal
of such cash payment from a PFPC account, PFPC may subject such withdrawal to
any fees that PFPC would customarily assess upon the withdrawal of cash from
such account.
The promissory note will also reflect the contingent payment (the
"Contingent Payment") portion of the purchase price, if any, as described in
Section 6 of the Offer. Any Contingent Payment of cash due pursuant to the Note
will also be deposited directly to the undersigned's account with PFPC, or will
be mailed to the undersigned if the undersigned does not have a PFPC account.
Upon a withdrawal of such cash from such account, PFPC may impose such fees as
it would customarily assess upon the withdrawal of cash from such account. The
undersigned recognizes that the amount of the purchase price for Interests will
be based on the unaudited net asset value of the Fund, determined as of December
31, 2004, subject to an extension of the Offer as described in Section 7. The
Contingent Payment portion of the purchase price, if any, will be determined
upon completion of the audit of the Fund's financial statements which is
anticipated to be completed not later than 60 days after March 31, 2005, the
Fund's fiscal year end, and will be paid within ten calendar days thereafter.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and the obligation of the undersigned
hereunder shall be binding on the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in Section 5 of the Offer, this
tender is irrevocable.
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PLEASE FAX OR MAIL IN THE ENCLOSED POSTAGE PAID ENVELOPE TO:
U.S. TRUST HEDGE FUND MANAGEMENT, INC., 225 HIGH RIDGE RD., STAMFORD, CT 06905
ATTN: KATHLEEN FLORES. FOR ADDITIONAL INFORMATION: PHONE: (203) 352-4497 FAX:
(203) 342-4456
PART 1. NAME AND ADDRESS:
Name of Member: _______________________________________
Social Security No.
or Taxpayer
Identification No.:_______________________________________
Telephone Number: ( )__________________________________
PART 2. AMOUNT OF LIMITED LIABILITY COMPANY INTEREST IN THE FUND BEING
TENDERED:
/ / Entire limited liability company interest.
/ / Portion of limited liability company interest expressed as a specific
dollar value (A minimum tender of $25,000 is required). (A minimum
interest with a value of $100,000, or more must be maintained in the
Fund (the "Required Minimum Balance").)*
$_____________________________
/ / Portion of limited liability company interest in excess of the
Required Minimum Balance. (A minimum of $25,000 must be tendered if
this option is chosen).
*The undersigned understands and agrees that if the undersigned
tenders an amount that would cause the undersigned's capital account
balance to fall below the Required Minimum Balance, the Fund may
reduce the amount to be purchased from the undersigned so that the
Required Minimum Balance is maintained.
PART 3. PAYMENT.
CASH PAYMENT
Cash payments will be deposited to the undersigned's account at PFPC,
or mailed to the address of record for the undersigned. The
undersigned hereby represents and warrants that the undersigned
understands that, for cash payments deposited to the undersigned's
account, upon a withdrawal of such cash payment from such account,
PFPC may impose such fees as it would customarily assess upon the
withdrawal of cash from such account.
PROMISSORY NOTE
The promissory note reflecting both the initial and contingent payment
portion of the purchase price, if applicable, will be deposited into a
special custody account with PFPC for the benefit of the undersigned.
The undersigned hereby represents and warrants that the undersigned
understands that any payment of cash due pursuant to the Note will
also be deposited directly to the undersigned's account at PFPC or
mailed to the address of record for the undersigned and upon a
withdrawal of such cash from a PFPC account, PFPC may impose such fees
as it would customarily assess upon the withdrawal of cash from such
account.
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Part 4. Signature(s).
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FOR INDIVIDUAL INVESTORS FOR OTHER INVESTORS:
AND JOINT TENANTS:
____________________________________ ____________________________________
Signature Print Name of Investor
(Signature of Owner(s) Exactly
as Appeared on Subscription Agreement)
____________________________________ ____________________________________
Print Name of Investor Signature
(Signature of Owner(s) Exactly as
Appeared on Subscription Agreement)
____________________________________ ____________________________________
Joint Tenant Signature if necessary Print Name of Signatory and Title
(Signature of Owner(s) Exactly
as Appeared on Subscription Agreement)
____________________________________ ____________________________________
Print Name of Joint Tenant Co-signatory if necessary
(Signature of Owner(s) Exactly
as Appeared on Subscription Agreement)
____________________________________
Print Name and Title of Co-signatory
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Date:
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EXHIBIT 3
NOTICE OF WITHDRAWAL OF TENDER
Regarding Interests in
EXCELSIOR ABSOLUTE RETURN FUND OF FUNDS MASTER FUND, LLC
Tendered Pursuant to the Offer
Dated October 19, 2004
As Amended November 2, 2004
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT, AND THIS NOTICE OF WITHDRAWAL MUST BE
RECEIVED BY THE FUND BY, 12:00 MIDNIGHT, EASTERN TIME,
ON WEDNESDAY, DECEMBER 1, 2004, UNLESS THE OFFER IS EXTENDED.
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COMPLETE THIS NOTICE OF WITHDRAWAL AND RETURN OR DELIVER TO:
U.S. Trust Hedge Fund Management, Inc.
225 High Ridge Road
Stamford, CT 06905
Attn: Kathleen Flores
For additional information:
Phone: (203) 352-4497
Fax: (203) 352-4456
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Ladies and Gentlemen:
The undersigned wishes to withdraw the tender of its limited liability
company interest in Excelsior Absolute Return Fund of Funds Master Fund, LLC
(the "Fund"), or the tender of a portion of such interests, for purchase by the
Fund that previously was submitted by the undersigned in a Letter of Transmittal
dated _________.
Such tender was in the amount of:
/ / Entire limited liability company interest.
/ / Portion of limited liability company interest expressed as a specific
dollar value.
$_____________________________
/ / Portion of limited liability company interest in excess of the Required
Minimum Balance.
The undersigned recognizes that upon the submission on a timely basis
of this Notice of Withdrawal of Tender, properly executed, the interest in the
Fund (or portion of such interest) previously tendered will not be purchased by
the Fund upon expiration of the tender offer described above.
SIGNATURE(S).
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FOR INDIVIDUAL INVESTORS FOR OTHER INVESTORS:
AND JOINT TENANTS:
____________________________________ ____________________________________
Signature Print Name of Investor
(SIGNATURE OF OWNER(S) EXACTLY
AS APPEARED ON SUBSCRIPTION AGREEMENT)
____________________________________ ____________________________________
Print Name of Investor Signature
(SIGNATURE OF OWNER(S) EXACTLY AS
APPEARED ON SUBSCRIPTION AGREEMENT)
____________________________________ ____________________________________
Joint Tenant Signature if necessary Print Name of Signatory and Title
(SIGNATURE OF OWNER(S) EXACTLY
AS APPEARED ON SUBSCRIPTION AGREEMENT)
____________________________________ ____________________________________
Print Name of Joint Tenant Co-signatory if necessary
(SIGNATURE OF OWNER(S) EXACTLY
AS APPEARED ON SUBSCRIPTION AGREEMENT)
____________________________________
Print Name and Title of Co-signatory
Date:
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