-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cg4ZEhUVunK1xZwqockp4DZLv+KHB579h9jq8KrOr1ZJYYFshhaCx436NNQ/cVt8 zwc7RfPC8jZE/k/90ZB88w== 0001193125-07-255097.txt : 20071129 0001193125-07-255097.hdr.sgml : 20071129 20071128173500 ACCESSION NUMBER: 0001193125-07-255097 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071129 DATE AS OF CHANGE: 20071128 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY INSTITUTIONAL FUND OF HEDGE FUNDS LP CENTRAL INDEX KEY: 0001161973 IRS NUMBER: 233098679 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79001 FILM NUMBER: 071272462 BUSINESS ADDRESS: STREET 1: ONE TOWER BRIDGE CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: (610) 260-7600 MAIL ADDRESS: STREET 1: ONE TOWER BRIDGE CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY INSTITUTIONAL FUND OF HEDGE FUNDS LP CENTRAL INDEX KEY: 0001161973 IRS NUMBER: 233098679 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: ONE TOWER BRIDGE CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: (610) 260-7600 MAIL ADDRESS: STREET 1: ONE TOWER BRIDGE CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 SC TO-I/A 1 dsctoia.htm SCHEDULE TO AMENDMENT NO. 1 Schedule TO Amendment No. 1

As filed with the Securities and Exchange Commission on November 28, 2007


SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

Morgan Stanley Institutional Fund of Hedge Funds LP

(Name of Subject Company (issuer))

Morgan Stanley Institutional Fund of Hedge Funds LP

(Names of Filing Persons (offeror and issuer))

Limited Partnership Interests

(Title of Class of Securities)

N/A

(CUSIP Number of Class of Securities)

Arthur Lev, Esq.

Morgan Stanley Investment Management Inc.

1221 Avenue of the Americas

New York, New York 10020

(800) 869-6397

(Name, address, and telephone number of person authorized to receive

notices and communications on behalf of filing persons)

with a copy to:

Leonard B. Mackey, Jr.

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

(212) 878-8000

Calculation of Filing Fee

 


Transaction Valuation    Amount of Filing Fee

$ 291,397,312 (a)

   $ 8,945.90 (b)

 

(a) Calculated as the aggregate maximum value of Interests being purchased.
(b) Calculated at $30.70 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: $8,945.90

Form or Registration No.: Schedule TO

Filing Party: Morgan Stanley Institutional Fund of Hedge Funds LP

Date Filed: April 16, 2007

¨ 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 transactions 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

 



Introductory Statement

This final amendment to the Issuer Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on April 16, 2007 by Morgan Stanley Institutional Fund of Hedge Funds LP (the “Partnership”) relating to an offer to purchase Interests or portions thereof in the Partnership in an amount up to 10% of the net assets of the Partnership from limited partners of the Partnership (the “Limited Partners”) at their net asset value (that is, the value of the Partnership’s assets minus its liabilities, multiplied by the proportionate interest in the Partnership which a Limited Partner desires to redeem), 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 Letter of Transmittal were previously filed as Exhibits B and C to the Statement on April 16, 2007.

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) of the Securities Exchange Act of 1934, as amended:

1. Limited Partners that desired to tender an Interest, or a portion of an Interest, for purchase, were required to submit their tenders by 12:00 midnight, New York time, on May 17, 2007. Limited Partners were allowed to withdraw any tenders of their Interests or portions thereof until the Offer expired at 12:00 midnight, New York time, on June 29, 2007.

2. Certain Limited Partners validly tendered all or a portion of their Interests, designated by the Limited Partners as $6,637,037 in the aggregate prior to May 17, 2007 and did not withdraw such tenders prior to June 29, 2007. Those tenders were accepted for purchase by the Partnership in accordance with the terms of the Offer.

3. The net asset value of the Interests or portions thereof tendered pursuant to the Offer was calculated as of June 30, 2007.

4. The payment of the purchase price of the Interests or portions thereof tendered was made in the form of promissory notes given on July 1, 2007 to the Limited Partners whose tenders were accepted for purchase by the Partnership in accordance with the terms of the Offer. Pursuant to the promissory notes, the Partnership paid to the tendering Limited Partners a total of $6,622,879, representing more than 95% of the unaudited net asset value of the total amount of the Interests or portions thereof tendered by the Limited Partners, on or about July 9, 2007. The promissory notes also entitle the Limited Partners to receive a contingent post-audit payment equal to the excess, if any, of (a) the net asset value of the Interests or portions thereof tendered and purchased as of June 30, 2007 (as it may be adjusted based upon the next annual audit of the Partnership’s financial statements) over (b) the initial payment. The Post-audit payment will be paid promptly after the completion of the Partnership’s annual audit. Proceeds of the initial payment and the post-audit payment will be wire transferred directly to the accounts designated by limited partners.


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.

 

MORGAN STANLEY INSTITUTIONAL

FUND OF HEDGE FUNDS LP

By:  

/s/ Ronald E. Robison

Name:   Ronald E. Robison
Title:   President

Dated: November 28, 2007

-----END PRIVACY-ENHANCED MESSAGE-----