Gam Avalon Lancelot LLC – ‘SC TO-I’ on 12/7/05 re: Gam Avalon Lancelot LLC

On:  Wednesday, 12/7/05, at 5:23pm ET   ·   Accession #:  930413-5-8143   ·   File #:  5-62219

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Tender-Offer Statement — Issuer Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-I     Tender-Offer Statement -- Issuer Tender Offer          5     16K 
 2: EX-99.(A)(7)  Miscellaneous Exhibit                                1      6K 
 3: EX-99.(A)(8)  Miscellaneous Exhibit                                3     14K 

SC TO-I   —   Tender-Offer Statement — Issuer Tender Offer
Document Table of Contents

SC TO-I
1st Page of 5
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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

 (AMENDMENT NO. 1)

GAM AVALON LANCELOT, LLC
(Name of Subject Company (issuer))

GAM AVALON LANCELOT, LLC (OFFEROR)
(Name of Filing Persons (identifying status as offeror, issuer or other person))

UNITS OF LIMITED LIABILITY COMPANY INTERESTS
(Title of Class of Securities)

 N/A
 (CUSIP Number of Class of Securities)

 KENNETH A. DURSHT, ESQ.
C/O GAM USA INC.
135 EAST 57TH STREET
NEW YORK, NEW YORK 10022
(212) 407-4600

 (Name, address and telephone number of person authorized to receive
notices and communications on behalf of the filing persons) 

 WITH A COPY TO:
CHRISTOPHER M. WELLS, ESQ.
PROSKAUER ROSE LLP
 1585 BROADWAY
 NEW YORK, NEW YORK 10036-8299
(212) 969 3600

 CALCULATION OF FILING FEE
================================================================================
Transaction Valuation:  $ 39,185,392(a)         Amount of Filing Fee: $ 4,612(b)
================================================================================

(a) Calculated as the aggregate maximum purchase price for limited    
liability company interests.                                  

(b) Calculated at 117.70 per $1,000,000 of the Transaction Valuation. 

|X| Check the box if any part of the fee is offset as provided by Rule          
0-1l(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:   $2,306
         Form or Registration No.:   SCHEDULE TO
          Filing Party:   GAM AVALON LANCELOT, LLC
 Date Filed:   NOVEMBER 10, 2005

SC TO-I
2nd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 2nd
|_| 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: |_|                                                        

SC TO-I
3rd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 3rd
This  Amendment  No. 1 amends and  supplements  the Tender  Offer  Statement  on
Schedule TO (the  "Statement")  originally  filed with the U.S.  Securities  and
Exchange  Commission  (the "SEC") on November 10, 2005, by GAM Avalon  Lancelot,
LLC (the  "Fund") in  connection  with an offer by the Fund to purchase up to 10
percent of the Fund's  outstanding  units of limited liability company interests
("Units"),  upon the terms and subject to the  conditions set forth in the Offer
to Purchase and the related Letter of Transmittal (which together constitute the
"Offer").  Copies of the  Offer to  Purchase  and  Letter  of  Transmittal  were
previously filed as Exhibits (a)(2) and (a)(3) to the Statement.  This Amendment
No. 1 is intended to satisfy the reporting  requirements of Rule 13e-4(c) of the
Securities Exchange Act of 1934, as amended.                                    

The  information  in the Offer is  incorporated  in this  Amendment No. 1 to the
Statement by reference in response to all the  applicable  items in Schedule TO,
except that such  information is hereby amended and  supplemented  to the extent
specifically provided herein and the Exhibits hereto.                           

Notice  of this  Amendment  No.  1 in the  form of the  Supplement  to  Offer to
Purchase  attached  hereto as Exhibit  (a)(8) will be sent to all members of the
Fund. The Offer to Purchase and the Letter of Transmittal  were previously filed
as Exhibits (a)(2) and (a)(3), respectively, to the Statement.                  

ITEM 6 - PURPOSES OF THIS TENDER  OFFER AND PLANS OR  PROPOSALS OF THE ISSUER OR
AFFILIATE                                                                       

Item 6 is hereby amended as follows:                                            

1. The last sentence of the third  paragraph of Item 6 is hereby  deleted in its
entirety and substituted with the following:                                    

"The closing of the Transaction occurred on December 2, 2005."                  

2. The last sentence of the fifth  paragraph of Item 6 is hereby  deleted in its
entirety and substituted with the following:                                    

"Upon the  closing  of the  Transaction,  each of the  Advisor  and GIML  became
indirect, wholly owned subsidiaries of Julius Baer."                            

ITEM 12 - EXHIBITS                                                              

Item 12 of  Schedule  TO is  hereby  amended  and  supplemented  by  adding  the
following:                                                                      

(a)(7) Press Release  dated  December 7, 2005  (announcing  (i) the increase the
maximum  percentage  of the Fund's  Units that the Fund is  offering to purchase
from 10 percent of the Units to up to 20  percent  of the  Units),  and (ii) the
extension  of the tender offer  period from  midnight,  New York time on Friday,
December 9, 2005 to midnight, New York time on Tuesday, December 20, 2005).     

(a)(8) Supplement to the Offer to Purchase dated December 7, 2005.              

Except as expressly  set forth in this  Amendment  No. 1, all other terms of the
Statement remain unchanged.                                                     

SC TO-I
4th Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 4th
 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.          

                    GAM AVALON LANCELOT, LLC
             By:  GAM USA Inc.
   Advisor

                        By:    /s/ Kenneth A. Dursht
                                           -------------------------------------
                    Name:  Kenneth A. Dursht
                       Title: Authorized Signatory

December 7, 2005                                                                

SC TO-I
Last Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 5th
 EXHIBIT INDEX

EXHIBIT                                                                         

         (a)(1)   Cover Letter to Offer to Purchase and Letter of Transmittal. *

         (a)(2)   Offer  to  Purchase  (with  unaudited   financial   statements
enclosed). *                                

(a)(3)   Letter of Transmittal. *                             

(a)(4)   Notice of Withdrawal of Tender. *                    

         (a)(5)   Forms of  Letters  dated  January  9,  2006,  from the Fund to
                Members in connection with acceptance of offers of tender. *

         (a)(6)   Unaudited  financial  statements  of the Fund  for the  period
ended September 30, 2005.*                  

(a)(7)   Press Release dated December 7, 2005. **             

         (a)(8)   Supplement to the Offer to Purchase dated December 7, 2005. **

         (d)      The  Fund's   Registration   Statement   No.   333-123722   is
incorporated herein by reference.           

* Previously filed                                                              
** Filed herewith                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-I’ Filing		Date		First		Last			Other Filings
		1/9/06		5
		12/20/05		3
		12/9/05		3
Filed on:		12/7/05		3		5			PRE 14A
		12/2/05		3
		11/10/05		1		3			SC TO-I
		9/30/05		5					N-CSRS,  NSAR-A
									List all Filings