SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
MELLON OPTIMA L/S STRATEGY FUND, LLC
(Name of Subject Company (Issuer))
MELLON OPTIMA L/S STRATEGY FUND, LLC
(Name of Filing Person (Offeror))
LIMITED LIABILITY COMPANY INTERESTS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Katherine Cain
c/o Mellon Hedge Advisors LLC
One Boston Place
024-0071
Boston, MA 02108
Telephone: (617) 722-7446
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Person)
with copy to:
Kenneth S. Gerstein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2533
March 27, 2009
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
Transaction Valuation Amount of filing fee
--------------------- --------------------
$35,000,000 (a) $1,953.00 (b)
(a) Calculated as the aggregated maximum purchase price for limited liability
company interests.
(b) Calculated at 0.00558% of the Transaction Valuation.
[ ] 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: __________ Filing party: ___________
Form or Registration No.: ________ Date filed: _____________
[ ] 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: [ ]
INTRODUCTORY STATEMENT
This Tender Offer Statement on Schedule TO relates to an offer by
Mellon Optima L/S Strategy Fund, LLC, a closed-end, non-diversified, management
investment company organized as a Delaware limited liability company (the
"Fund"), to purchase limited liability company interests (the "Interests") of
the Fund. Subject to the conditions set forth in the Offer to Purchase and
related Letter of Transmittal (attached as Exhibit B and Exhibit C,
respectively), the Fund will purchase up to $35,000,000 in Interests that are
tendered and not withdrawn prior to 12:00 midnight, Eastern Time, on April 27,
2009 subject to any extensions of the Offer to Purchase.
The information set forth in the Offer to Purchase and the Letter of
Transmittal is incorporated herein by reference with respect to Items 1, 2, 4, 6
through 8, and 11 of this Schedule TO.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The name of the filing person is Mellon Optima L/S Strategy Fund, LLC.
The Fund's principal executive office is located at One Boston Place, Boston, MA
02108 and the telephone number is (877) 257-0004. The investment adviser of the
Fund is Mellon Hedge Advisors LLC (the "Adviser"). The principal executive
office of the Adviser is located at One Boston Place, Boston, MA 02108 and the
telephone number is (877) 257-0004. The Fund's Directors are Robert M. Bowen,
Robert J. Dwyer, Carla D. Hunter, Newton P.S. Merrill, Arthur Williams III and
Rodney S. Yanker. Their address is c/o The Bank of New York, One Wall Street,
New York, New York 10286. The Officers of the Fund are Stephen M. Anderson,
Katherine Cain, Anthony J. Mastrocola, Joseph Murphy and Ridgway H. Powell. The
address of the Officers is c/o Mellon Optima L/S Strategy Fund, LLC at One
Boston Place, Boston, MA 02108.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(a)-(d) Not applicable.
(e) Under the Fund's Amended and Restated Limited Liability Company
Agreement (the "LLC Agreement"), which is included as an appendix to the Fund's
Confidential Memorandum dated August 2008 (as supplemented or amended from time
to time, the "Confidential Memorandum"), and as disclosed in the Confidential
Memorandum, the Fund's Board of Directors has sole discretion to determine
whether the Fund will repurchase Interests from investors from time to time
pursuant to written tenders. The Confidential Memorandum also states that the
Adviser expects that generally it will recommend to the Directors that the Fund
repurchase Interests from investors twice each year. The Fund is not aware of
any contract, arrangement, understanding or relationship relating, directly or
indirectly, to this Offer (whether or not legally enforceable) between or among:
(i) the Fund, the Adviser, any Director of the Fund, or any person controlling
the Fund, the Adviser or any Director of the Fund; and (ii) any other person,
with respect to Interests. However, the LLC Agreement provides that the Fund
will be dissolved if any investor that has submitted a written request, in
accordance with the terms of the LLC Agreement, to tender all of such investor's
Interests for repurchase by the Fund has not been repurchased within a period of
two years of such request.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) No persons have been employed, retained or are to be compensated by the
Fund to make solicitations or recommendations in connection with the Offer.
(b) Not applicable.
ITEM 10. FINANCIAL STATEMENTS.
(a) (1) Reference is made to the following financial statements of the
Fund, which the Fund has prepared and furnished to investors pursuant to Rule
30b1-1 under the 1940 Act and filed with the Securities and Exchange Commission
pursuant to Rule 30b2-1 under the 1940 Act, and which are incorporated by
reference in their entirety for the purpose of filing this Schedule TO:
Unaudited financial statements for the six month period ended
September 30, 2008, previously filed on Form N-CSR on December 12, 2008. Audited
financial statements for the fiscal year ended March 31, 2008, previously filed
on Form N-CSR on June 9, 2008.
(2) The Fund is not required to and does not file quarterly unaudited
financial statements under the Securities Exchange Act of 1934, as amended. The
Fund does not have shares, and consequently does not have earnings per share
information.
(3) Not applicable.
(4) The Fund does not have shares, and consequently does not have book
value per share information.
(b) The Fund's assets will be reduced by the amount of the tendered
Interests. Thus, income relative to assets may be affected by the tender offer.
The Fund does not have shares and consequently does not have earnings or book
value per share information.
ITEM 12. EXHIBITS.
A Cover Letter to Offer to Purchase and Letter of Transmittal.
B Offer to Purchase.
C Form of Letter of Transmittal.
D Form of Notice of Withdrawal of Tender.
E Form of Letter from the Fund to Investors in connection with acceptance of
offers of tender.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.
MELLON OPTIMA L/S STRATEGY FUND, LLC
By: /s/ JOSEPH F. MURPHY
------------------------------------
Joseph F. Murphy, President
Date: March 27, 2009
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- ----------------------------------------------------------------------
A Cover Letter to Offer to Purchase and Letter of Transmittal.
B Offer to Purchase.
C Form of Letter of Transmittal.
D Form of Notice of Withdrawal of Tender.
E Form of Letter from the Fund to Investors in connection with
acceptance of offers of tender.