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
FINAL AMENDMENT
EXCELSIOR ABSOLUTE RETURN FUND OF FUNDS, LLC
(Name of Issuer)
EXCELSIOR ABSOLUTE RETURN FUND OF FUNDS, 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, 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: $15,000,000(a) Amount of Filing Fee $1,900.50(b)
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(a) Calculated as the aggregate maximum purchase price for limited
liability company interests.
(b) Calculated at $126.70 per $1,000,000 of the 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: $1,900.50
Form or Registration No: SCHEDULE TO, REGISTRATION NO. 005-80094
Filing Party: EXCELSIOR ABSOLUTE RETURN FUND OF FUNDS, 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: [x].
This final amendment relates to the Issuer Tender Offer Statement on
Schedule TO (the "Statement") originally filed October 19, 2004, as amended on
November 2, 2004, by Excelsior Absolute Return Fund of Funds, LLC (the "Fund")
in connection with an offer by the Fund to purchase up to $15,000,000 of
interests in the Fund ("Interests") on the terms and subject to the conditions
set forth in the Offer to Purchase and the related Letter of Transmittal. Copies
of the Offer to Purchase and Letter of Transmittal were previously filed as
Exhibits B and C to the Statement on October 19, 2004. An amended copy of the
Letter of Transmittal was filed as Exhibit 2 on November 2, 2004.
This is the final amendment to the Statement and is being filed to
report the results of the Offer. Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Offer to Purchase.
The following information is furnished pursuant to Rule 13e-4(c)(4):
1. The Offer expired at 12:00 midnight, Eastern time, on December 1,
2004.
2. The Valuation Date of the Interests tendered pursuant to the Offer
was December 31, 2004.
3. $6,100,964 in Interests were validly tendered and not withdrawn
prior to the expiration of the Offer, and all of those Interests were accepted
for purchase by the Fund in accordance with the terms of the Offer.
4. The payment of the purchase price for the Interests tendered was
made in the form of promissory notes given on December 14, 2004 to each Member
who tendered Interests that were accepted for purchase by the Fund in accordance
with the terms of the Offer. The Fund anticipates paying to such tendering
Members, a total of $5,801,166 representing the initial amount payable under the
notes, on January 30, 2005. The balance, if any, to be paid to each tendering
Member with respect to the Interests purchased by the Fund will be paid, with
interest, promptly after the completion of the Fund's audit for the fiscal year
ending March 31, 2005. It is expected that the annual audit will be completed no
later than May 30, 2005.
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, LLC
By: /s/ Douglas A. Lindgren
--------------------------------
Name: Douglas A. Lindgren
Title: Authorized Signatory
January 26, 2005