UNITED STATES 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
HATTERAS MASTER FUND, L.P.
(Name of Subject Company (Issuer))
HATTERAS MASTER FUND, L.P.
(Name of Filing Person(s) (Issuer))
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
David B. Perkins
8816 Six Forks Road
Suite 107
Raleigh, North Carolina 27615
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))
With a copy to:
Michael P. Malloy, Esq.
Drinker Biddle & Reath LLP
One Logan Square
Philadelphia, PA 19103-6996
215-988-2700
December 28, 2005
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------
Transaction Valuation: $10,000,000 (a) Amount of Filing Fee: $1,070.00 (b)
- -------------------------------------------------------------------------------
(a) Calculated as the aggregate maximum value of Interests being purchased.
(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
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: $1,070.00
-------------------
Form or Registration No.: SC TO-I
-----------------
Filing Party: Hatteras Master Fund, L.P.
-----------------------------
Date Filed: December 28, 2005
-------------------
[ ] 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 with the Securities and Exchange Commission
on December 28, 2005 by Hatteras Master Fund, L.P. (the "Fund") in connection
with an offer (the "Offer") by the Fund to purchase limited partnership
interests ("Interests") in the Fund in an aggregate amount up to $10,000,000 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
December 28, 2005.
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):
1. Holders of Interests in the Fund ("Partners") 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 January 30, 2006.
2. As of January 30, 2006, 2 Partners validly tendered Interests, or portions
thereof, in an aggregate amount of $500,000 and did not withdraw such
tenders prior to the expiration of the Offer. These validly tendered
Interests and portions of Interests were accepted for purchase by the Fund
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 portions of Interests
tendered was made in the form of a promissory note issued on February 28,
2006 to each Investor whose tender was accepted for purchase by the Fund in
accordance with the terms of the Offer. The promissory notes are held by
PFPC Inc., the Fund's administrator, on behalf of such Investors, in
accordance with the terms of the Offer. The Partners whose tenders were
accepted for purchase by the Fund did not tender their entire Interest in
the Fund and, therefore, pursuant to the promissory notes issued to the
Partners, the Fund will pay to each Parter 100% of the Partner's unaudited
net asset value of the Interest tendered. A cash payment in the amount of
the unaudited net asset value of the Interest tendered was wired to the
account designated by such Partner in its Letter of Transmittal on April
28, 2006.
2
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set out in this statement is true, complete and
correct.
HATTERAS MASTER FUND, L.P.
By: /s/ David B. Perkins
-----------------------------------
Name: David B. Perkins
Title: President and Chairman of the
Board of Directors
HATTERAS INVESTMENT MANAGEMENT LLC,
as General Partner
By: /s/ David B. Perkins
-----------------------------------
Name: David B. Perkins
Title: Managing Member
June 15, 2006
3