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)
BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC
(Name of Issuer)
BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC
(Name of Filing Person(s) (Issuer))
LIMITED LIABILITY COMPANY INTERESTS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
James R. Bordewick, Jr., Esq.
c/o Bank of America Corporation
One Financial Center
Boston, Massachusetts 02110
(617) 772-3672
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Filing Person(s))
With a copy to:
John M. Loder, Esq.
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
(617) 951-7000
March 27, 2006
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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Transaction Value: $13,000,000 (a) Amount of Filing Fee $1,391 (b)
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(a) Calculated as the aggregate maximum purchase price for limited liability
company interests.
(b) Calculated at $107.00 per $1,000,000 of the Transaction Valuation.
/x/ Check the box if any part of the fee is offset as provided by Rule 011(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: $1,391
Form or Registration No.: Schedule TO-I, Registration No. 005-79366
Filing Party: BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC
Date Filed: March 27, 2006
/ / 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") that BACAP Alternative Multi-Strategy Fund, LLC (the "Fund")
originally filed with the Securities and Exchange Commission on March 27, 2006
in connection with the Fund's offer (the "Offer") to purchase limited liability
company interests ("Interests") in the Fund in an amount up to $13,000,000 on
the terms and subject to the conditions set out in the Offer to Purchase and the
related Letter of Transmittal. Copies of the Offer to Purchase and the Letter of
Transmittal were previously filed as Exhibits B and C to the Statement on March
27, 2006.
This is the final amendment to the Statement and is being filed to report the
results of the Offer. The following information is furnished pursuant to Rule
13e-4(c)(4):
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1. Holders of Interests in the Fund ("Investors") that desired to tender an
Interest, or a portion thereof, for purchase were required to submit their
tenders by 12:00 midnight, Eastern Time, on April 28, 2006.
2. As of April 28, 2006, 32 Investors validly tendered Interests, or portions
thereof, in an aggregate amount of $6,441,192 and did not withdraw these
tenders prior to the expiration of the Offer. The Fund accepted these
validly tendered Interests and portions of Interests for purchase in
accordance with the terms of the Offer.
3. The net asset value of the Interests and the portions of Interests tendered
pursuant to the Offer was calculated as of March 31, 2006.
4. The payment of the purchase price of the Interests, or the portions of
Interests, tendered was made in the form of a promissory note issued on May
4, 2006 to each Investor whose tender the Fund accepted for purchase. The
promissory notes will be held by Banc of America Investment Advisors, Inc.,
the Fund's administrator, on behalf of such Investors, in accordance with
the terms of the Offer. The promissory note issued entitles each such
Investor to an initial payment of 95% of the unaudited net asset value as of
June 30, 2006 (the "Valuation Date") of the Interest. The promissory
note also entitles each such Investor to a contingent payment equal to the
excess, if any, of (a) the net asset value of the Interest tendered and
accepted for purchase by the Fund as of the Valuation Date, determined based
on the audited financial statements of the Fund for the fiscal year ending
March 31, 2007, over (b) the initial payment. The initial payment will be
made to each such Investor no later than August 30, 2006. The promissory
note is payable in cash promptly after the completion of the Fund's audit
for the year ending March 31, 2007.
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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.
BACAP ALTERNATIVE
MULTI-STRATEGY FUND, LLC
By: /s/ Lawrence Morgenthal
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Name: Lawrence Morgenthal
Title: President
Dated: May 5, 2006
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