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                 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 OPPORTUNITY STRATEGY, LLC
                           (Name of Issuer)

                  BACAP OPPORTUNITY STRATEGY, LLC
               (Name of Person (s) Filing Statement)

                LIMITED LIABILITY COMPANY INTERESTS
                   (Title of Class of Securities)

                               N/A
                (CUSIP Number of Class of Securities)

                         David Rozenson, Esq.
                   BACAP Opportunity Strategy, LLC
                   c/o Bank of America Corporation
                        One Financial Center
                          Boston, MA 02111
                           (617) 772-3333

     (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:
                        John M. Loder, Esq.
                         Ropes & Gray LLP
                     One International Place
                      Boston, MA 02110-2624
                          (617) 951-7000

                         November 17, 2004
                (Date Tender Offer First Published,
                 Sent or Given to Security Holders)

                     CALCULATION OF FILING FEE

Transaction Valuation:  $32,000,000 (a)  Amount of Filing Fee:  $4,054.40 (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:  $4,054.40

     Form or Registration No.:  Schedule TO-I, Registration No. 005-79052
     Filing Party:  BACAP OPPORTUNITY STRATEGY, LLC
     Date Filed:  November 17, 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 November 17, 2004 by BACAP Opportunity
Strategy, LLC (the "Fund") in connection with an offer by the Fund to
purchase up to $32,000,000 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 November 17, 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 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 17,
2004.

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    2.  The Valuation Date of the Interests tendered pursuant to the Offer
was December 31, 2004.

    3.  $13,588,959 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.  Payment of the purchase price for the Interests was paid on January
12, 2005 in cash, to the Members tendering a portion of their Interests.
Such Members received 100% of the unaudited net asset value of the Interest
tendered and accepted for purchase by the Fund.  Those Members tendering all
of their Interests, received payment also on January 12, 2005, in cash, equal
to 95% of the unaudited net asset value of the Interest tendered, and in the
form of a promissory note for the remainder, subject to the other terms and
conditions listed in the Offer.  The promissory note is payable in cash
promptly after the completion of the Fund's audit for the year ending
December 31, 2004.

                                           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 OPPORTUNITY STRATEGY, LLC



                                           By:  /s/ Lawrence R. Morgenthal
                                           -------------------------------
                                           Name:  Lawrence R. Morgenthal
                                           Title:  President


January 20, 2005

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