0000950123-11-053357.txt : 20110524 0000950123-11-053357.hdr.sgml : 20110524 20110524102442 ACCESSION NUMBER: 0000950123-11-053357 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110524 DATE AS OF CHANGE: 20110524 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JP MORGAN ACCESS MULTI-STRATEGY FUND LLC CENTRAL INDEX KEY: 0001286410 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80235 FILM NUMBER: 11867069 BUSINESS ADDRESS: STREET 1: 270 PARK AVENUE STREET 2: FLOOR 3 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126482610 MAIL ADDRESS: STREET 1: 270 PARK AVENUE STREET 2: FLOOR 3 CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: JP MORGAN MULTI-STRATEGY FUND LLC DATE OF NAME CHANGE: 20040407 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JP MORGAN ACCESS MULTI-STRATEGY FUND LLC CENTRAL INDEX KEY: 0001286410 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 270 PARK AVENUE STREET 2: FLOOR 3 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126482610 MAIL ADDRESS: STREET 1: 270 PARK AVENUE STREET 2: FLOOR 3 CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: JP MORGAN MULTI-STRATEGY FUND LLC DATE OF NAME CHANGE: 20040407 SC TO-I/A 1 c17814sctoviza.htm SC TO-I/A sctoviza
 
 
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)
J.P. MORGAN ACCESS MULTI-STRATEGY FUND, L.L.C.
(Name of Subject Company (Issuer))
J.P. MORGAN ACCESS MULTI-STRATEGY FUND, L.L.C.
(Name of Filing Person(s) (Issuer))
LIMITED LIABILITY COMPANY INTERESTS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Frank J. Nasta, Esq.
c/o J.P. Morgan Investment Management, Inc.
245 Park Avenue, Floor 8
New York, NY 10167
(800) 480-4111
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))
With a copy to:
Richard Horowitz, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
(212) 698-3525
December 23, 2010
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
                     
 
Transaction Valuation:
   $ 75,828,873.73 (a)   Amount of Filing Fee:   $ 5,406.60 (b)
 
     
(a)  
Calculated as the aggregate maximum value of Interests being purchased.
 
(b)  
Calculated at $71.30 per $1,000,000 of the Transaction Valuation.
 
 

 

 

 

þ  
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: $5.406.60
Form or Registration No.: Schedule TO-I, Registration No. 005-80235
Filing Party: J.P. Morgan Access Multi-Strategy Fund, L.L.C.
Date Filed: December 23, 2010
o  
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:
o  
third-party tender offer subject to Rule 14d-1.
 
þ  
issuer tender offer subject to Rule 13e-4.
 
o  
going-private transaction subject to Rule 13e-3.
 
o  
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: þ
This final amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed on December 23, 2010 by J. P. Morgan Access Multi-Strategy Fund, L.L.C. (the “Fund”) in connection with an offer by the Fund (the “Offer”) to purchase up to 25 percent 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 December 23, 2010.
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 shall 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 January 25, 2011.
 
  2.  
The Valuation Date of the Interests tendered pursuant to the Offer was March 31, 2011.
 
  3.  
Approximately $2,847,923.06 of 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 $2,847,923.06 was made via a non-interest bearing, non-transferable promissory note (the “Promissory Note.”). The Fund paid to such tendering Members the initial amount payable under the Note on May 13, 2011. The balance, if any, to be paid to the tendering Members with respect to the Interests purchased by the Fund, will be paid promptly after the completion of the Fund’s audit for the fiscal year ended March 31, 2012. It is expected that the annual audit will be completed no later than May 30, 2012.

 

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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.
         
  J.P. MORGAN ACCESS MULTI-STRATEGY FUND, L.L.C.
 		  
  By:   /s/ Frank Tango    
    Name:   Frank Tango   
    Title:   Vice President   
May 24, 2011

 

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