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. 1
(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:
o
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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. o
This Amendment No. 1 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, 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. 1 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:
On
February 29, 2008, the Company issued a press release announcing the expiration
of the tender offer, which expired at 9:30 a.m., Eastern Standard Time, on
Friday, February 29, 2008, and a press release announcing the preliminary
results of the tender offer. A copy of the press releases are filed
as Exhibits (a)(6) and (a)(7) to this Schedule TO, respectively, and are
incorporated herein by reference.
Item
12. Exhibits.
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Item
12 of the Schedule TO is hereby amended and supplemented to add the
following:
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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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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:
February 29, 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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(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