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
Amendment
No. 2
(Name of
Subject Company (Issuer))
BANCROFT
FUND LTD., as Offeror
(Name of
Filing Persons (Identifying Status as Offeror, Issuer or Other
Person))
Shares of
Beneficial Interest, $0.01 Par Value Per Share
(Title of
Class of Securities)
(CUSIP
Number of Class of Securities)
Thomas
H. Dinsmore
BANCROFT
FUND LTD.
65
Madison Avenue
Morristown,
New Jersey 07960-7308
(Name,
address, and telephone number of person
authorized
to receive notices and communications on behalf of filing persons)
COPIES
TO:
Steven
B. King, Esq.
Ballard
Spahr Andrews & Ingersoll, LLP
1735
Market Street, 51st
Floor
Philadelphia,
PA 19103-7599
CALCULATION
OF FILING FEE
Transaction
Valuation*
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Amount
of Filing Fee*
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$14,704,653
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$577.89
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*
Estimated solely for purposes of calculating the filing fee in accordance with
Rule 0-11(d) under the Securities Exchange Act of 1934, as
amended. The amount of the filing fee, calculated in accordance with
Rule 0-11 of the Securities Exchange Act of 1934, as amended by Fee Advisory #4
for Fiscal Year 2008, effective December 14, 2007, equals $39.30 per million of
transactional value.
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.
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Amount
Previously Paid: $577.89
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Form
or Registration No.: SC TO-I
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Filing
Party: Bancroft Fund Ltd.
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Date
Filed: 1/31/2008
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Check the
appropriate boxes to designate any transactions to which this statement
relates:
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o |
third
party tender offer subject to Rule 14d-l.
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x |
issuer
tender offer subject to Rule 13e-4.
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o |
going-private
transaction subject to Rule 13e-3.
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o |
amendment
to Schedule 13D under Rule 13d-2.
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Check the
following box if the filing is a final amendment reporting the results of the
tender offer. x
This
Amendment No. 2 amends and supplements the Issuer Tender Offer Statement on
Schedule TO originally filed with the Securities and Exchange Commission by
Bancroft Fund Ltd. (the “Fund”) on January 31, 2008, and amended by Amendment
No. 1 filed on February 29, 2008, pursuant to Section 13(e) of the Securities
Exchange Act of 1934, as amended, in connection with its offer to purchase up to
758,754 (approximately 12.5%) shares of beneficial interest of the Fund, $0.01
par value per share (the “Offer”), at a price of 95% of net asset value per
share as of 5:00 p.m. Eastern Standard Time on the date of the Expiration of the
Offer, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated January 31, 2008 (the “Offer to Purchase”) and in the related
Letter of Transmittal, which have been filed as Exhibits (a)(1)(i) and (a)(1)(ii) to this
Schedule TO, respectively.
The
information in the Offer to Purchase and the related Letter of Transmittal is
incorporated into this Amendment No. 2 by reference in response to all of the
applicable items in Schedule TO, except that such information is hereby amended
and supplemented to the extent specifically provided herein.
Item
11. Additional Information.
Item 11
of the Schedule TO is hereby amended and supplemented by adding the
following:
The
tender offer expired at 9:30 a.m., Eastern Standard Time, on Friday, February
29, 2008. Based on the final count by the Depositary for the Offer,
2,294,566 shares of
beneficial interest of the Fund were properly tendered and not
withdrawn. The Fund accepted 880,154 shares for payment at
$19.36 per share
(which was equal to 95% of net asset value per share as of 5:00 p.m. Eastern
Standard Time on February 29, 2008). Because the number of shares
properly tendered and not withdrawn exceeded the number of shares accepted for
payment, shares are being accepted for payment on a pro rata
basis. The Fund will return to tendering shareholders all shares not
accepted for payment. A copy of the press
release is filed as Exhibit (a)(8) to this Schedule TO and is incorporated
herein by reference.
Item
12. Exhibits.
Item 12 of the Schedule TO is hereby
amended and supplemented to add the following:
(a)(8) Press
release issued on March 5, 2008.
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.
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BANCROFT
FUND LTD.
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By:
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/s/ Thomas H.
Dinsmore
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Name: Thomas
H. Dinsmore
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Title:
Chairman of the Board and Chief
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Executive Officer
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Dated:
March 5, 2008
EXHIBIT
INDEX
(a)(1)(i)
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Offer
to Purchase, dated January 31, 2008.*
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(a)(1)(ii)
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Form
of Letter of Transmittal.*
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(a)(1)(iii)
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Form
of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other
Nominees.*
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(a)(1)(iv)
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Form
of Notice of Guaranteed Delivery.*
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(a)(1)(v)
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Form
of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
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(a)(2)
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None.
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(a)(3)
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Not
applicable.
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(a)(4)
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Not
applicable.
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(a)(5)
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Press
release issued on January 31, 2008.*
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(a)(6)
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Press
release issued on February 29, 2008.*
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(a)(7)
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Press
release issued on February 29, 2008.*
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(a)(8)
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Press
release issued on March 5, 2008.**
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(b)
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None.
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(d)
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Agreement
by and among Bancroft Fund Ltd., Philip Goldstein, Bulldog Investors,
Opportunity Partners, L.P., Andrew Dakos, Full Value Partners, L.P.,
Opportunity Income Plus Fund, L.P., Calapasas Investment Partners, L.P.,
Mercury Partners, L.P., Steady Gain Partners, L.P. and Full Value Offshore
Partners, L.P., dated January 11, 2008.*
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(g)
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None.
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(h)
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None.
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* Previously
filed.
** Filed
herewith.
5