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 MULTI-STRATEGY TEI FUND, L.P.
(Name of Subject Company (Issuer))
HATTERAS MULTI-STRATEGY TEI 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
March 24, 2006
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation: $1,340,000 (a) Amount of Filing Fee: $143.38 (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: $143.38
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Form or Registration No.: SC TO-I
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Filing Party: HATTERAS MULTI-STRATEGY TEI FUND, L.P.
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Date Filed: MARCH 24, 2006
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[ ] 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 March 24, 2006 by Hatteras Multi-Strategy TEI 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
$1,340,000 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 24, 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):
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 April 21, 2006.
2. As of April 21, 2006, no Partners validly tendered Interests prior to the
expiration of the Offer.
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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 MULTI-STRATEGY TEI 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
August 18, 2006
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