<PAGE>
SCHEDULE 13E-4
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 1998
SECURITIES ACT FILE NO. 333-17425
INVESTMENT COMPANY ACT FILE NO. 811-07957
------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
GT GLOBAL FLOATING RATE FUND, INC.
(Name of Issuer)
GT GLOBAL FLOATING RATE FUND, INC.
(Name of Person(s) Filing Statement)
SHARES OF COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
361969108
(CUSIP Number of Class of Securities)
WILLIAM J. GUILFOYLE
GT GLOBAL FLOATING RATE FUND, INC.
50 CALIFORNIA STREET, 27TH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
(415) 392-6181
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
COPIES TO:
<TABLE>
<CAPTION>
ARTHUR J. BROWN, ESQ. MICHAEL A. SILVER, ESQ.
<S> <C>
R. CHARLES MILLER, ESQ. CHANCELLOR LGT ASSET
KIRKPATRICK & LOCKHART LLP MANAGEMENT, INC.
1800 MASSACHUSETTS AVENUE, N.W. 50 CALIFORNIA STREET, 27TH FLOOR
WASHINGTON, D.C. 20036 SAN FRANCISCO, CALIFORNIA 94111
</TABLE>
MARCH 3, 1998
(Date Tender Offer First Published,
Sent or Given to Security Holders)
<PAGE>
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
<S> <C>
- -------------------------------------------------------------------------------------------
Transaction Valuation: $18,036,000(a) Amount of Filing Fee: $3,607.20(b)
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
(a) Calculated as the aggregate maximum purchase price to be paid for 1,800,000 shares in
the offer, based upon the net asset value per share of $10.02 on February 24, 1998.
<S> <C>
(b) Calculated as 1/50th of 1% of the Transaction Valuation.
/ / Check 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.
</TABLE>
<TABLE>
<CAPTION>
Amount Previously Paid:
-----------------------------------------------------------------
<S> <C>
Form or Registration
No.:
-----------------------------------------------------------------
Filing Party:
-----------------------------------------------------------------
Date of Filing:
-----------------------------------------------------------------
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</TABLE>
2
<PAGE>
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is GT Global Floating Rate Fund, Inc., a
closed-end investment company organized as a Maryland corporation (the "Fund").
The principal executive offices of the Fund are located at 50 California Street,
27th Floor, San Francisco, California 94111.
(b) The title of the securities being sought is shares of common stock, par
value $0.001 per share (the "Shares"). As of February 24, 1998, there were
approximately 18,589,153 Shares issued and outstanding.
The Fund is seeking tenders for up to 1,800,000 Shares (the "Offer"), at
net asset value per Share (the "NAV") calculated on the day the tender offer
terminates, less any "Early Withdrawal Charge," upon the terms and subject to
the conditions set forth in the Offer to Purchase dated March 3, 1998
(the "Offer to Purchase"). A copy of each of the Offer to Purchase and the
related Letter of Transmittal is attached hereto as Exhibit (a)(1) and
Exhibit (a)(2), respectively. Reference is hereby made to the Cover Page and
Section 1 ("Price; Number of Shares") of the Offer to Purchase, which are
incorporated herein by reference. The Fund has been informed that no
Director, officer or affiliate of the Fund intends to tender Shares pursuant
to the Offer.
(c) The Shares are not currently traded on an established trading market.
(d) Not Applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) Reference is hereby made to Section 10 "Source and Amount of Funds"
of the Offer to Purchase, which is incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
Reference is hereby made to Section 8 ("Purpose of the Offer"), Section 9
("Certain Effects of the Offer") and Section 10 ("Source and Amount of Funds")
of the Offer to Purchase, which are incorporated herein by reference. The Fund
is currently engaged in a public offering, from time to time, of its Shares. The
Fund otherwise has no plans or proposals which relate to or would result in (a)
the acquisition by any person of additional securities of the Fund or the
disposition of securities of the Fund; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Fund; (c) a sale or transfer of a material amount of assets of the Fund; (d) any
change in the present Board of Directors or management of the Fund, including,
but not limited to, any plans or proposals to change the number or the term of
Directors, or to fill any existing vacancy on the Board or to change any
material term of the employment contract of any executive officer; (e) any
material change in the present dividend rate or policy, or indebtedness or
capitalization of the Fund; (f) any other material change in the Fund's
corporate structure or business, including any plans or proposals to make any
changes in its investment policy for which a vote would be required by Section
13 of the Investment Company Act of 1940, as amended; or (g) changes in the
Fund's articles of incorporation, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Fund by any
person. Paragraphs (h) through (j) of this Item 3 are not applicable.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Except for the issuance by the Fund of approximately 2,382,430 Shares
during the past 40 business days, all at prices equal to NAV on the date of
sale, there have not been any transactions involving the Shares of the Fund
that were effected during the past 40 business days by the Fund, any
executive officer or Director of the Fund, any person controlling the Fund,
any executive officer or director of any corporation ultimately in control of
the Fund or by any associate or subsidiary of any of the foregoing including
any executive officer or director of any such subsidiary.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE ISSUER'S SECURITIES.
The Fund does not know of any contract, arrangement, understanding or
relationship relating directly or indirectly, to the Offer (whether or not
legally enforceable) between the Fund, any of the Fund's executive officers or
Directors, any person controlling the Fund or any executive officer or director
of any
3
<PAGE>
corporation ultimately in control of the Fund and any person with respect to any
securities of the Fund (including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or the voting
of any such securities, joint ventures, loan or option arrangements, puts or
calls, guarantees of loans, guarantees against loss, or the giving or
withholding of proxies, consents or authorizations).
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
No persons have been employed, retained or are to be compensated by the Fund
to make solicitations or recommendations in connection with the Offer.
ITEM 7. FINANCIAL INFORMATION.
(a) Reference is hereby made to the financial statements included as Exhibit
(g)(1) hereto, which are incorporated herein by reference.
(b) None.
ITEM 8. ADDITIONAL INFORMATION.
(a) None.
(b) None.
(c) Not applicable.
(d) None.
(e) On January 30, 1998, Liechtenstein Global Trust ("LGT"), the indirect
parent organization of Chancellor LGT Senior Secured Asset Management, Inc.
(the "Manager") and Chancellor LGT Asset Management, Inc. (the
"Sub-Adviser"), entered into an agreement with AMVESCAP PLC ("AMVESCAP")
pursuant to which AMVESCAP will acquire LGT's Asset Management Division,
which includes the Manager. AMVESCAP is a holding company formed in 1997 by
the merger of INVESCO PLC and A I M Management Group Inc. Consummation of
the transaction is subject to a number of contingencies, including regulatory
approvals. Because the transaction would constitute an assignment of the
Floating Rate Portfolio's investment management and sub-advisory agreements
under the Investment Company Act of 1940 (and, therefore, a termination of
such agreements), it is anticipated that the approval of the Floating Rate
Portfolio's Board of Trustees and the Fund's shareholders of new investment
management arrangement will be sought. The Manager anticipates that the new
investment management arrangements will be presented for shareholder approval,
and anticipates that the transaction will close, on or about May 31, 1998.
Effective February 27, 1998, the portfolio manager for the Fund is
Anthony R. Clemente, who for the past five years has been a Vice President in
the fixed income department of Merrill Lynch Asset Management and who
previously assisted in all aspects of development, marketing and management
of Merrill Lynch Senior Floating Rate Fund, Inc. and Merrill Lynch Prime Rate
Portfolio. Also effective February 27, 1998, day-to-day management of the
assets that are managed by the Sub-Adviser will be provided by Parag Saxena,
who for the past five years has been a Managing Director of the Sub-Advisor.
On October 31, 1996, Chancellor Capital Management, Inc. ("Chancellor
Capital") merged with LGT Asset Management, Inc., and the resulting entity
was renamed Chancellor LGT Asset Management, Inc. Prior to October 31, 1996,
Mr. Saxena was an employee only of Chancellor Capital.
The Offer to Purchase, attached hereto as Exhibit (a)(1)(ii), is
incorporated herein by reference in its entirety.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
(a)(1)(i) Advertisement to be printed in THE WALL STREET JOURNAL.
(a)(1)(ii) Offer to Purchase.
(a)(2) Form of Letter of Transmittal.
(a)(3) Letter to Shareholders.
(b)(1) Credit Agreement by and among The First National Bank of Boston and certain
GT Global Funds.*
(b)(2) First Amendment to Credit Agreement by and among Bank Boston,
N.A., formerly known as The First National Bank of
Boston and certain GT Global Funds.*
(b)(3) Credit Agreement by and among State Street Bank and Trust Company and
certain GT Global Funds.*
(b)(4) Second Amendment to Credit Agreement by and among Bank Boston,
N.A., formerly known as The First National Bank of Boston
and certain GT Global Funds.
(c)-(f) Not Applicable.
(g)(1) Audited Financial Statements of the Fund for the period May 1,
1997 (commencement of operations) to December 31, 1997.
</TABLE>
- ------------------------------------
* Previously filed in the Fund's Issuer Tender Offer Statement as
filed with the Securities and Exchange Commission on
August 25, 1997.
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.
GT GLOBAL FLOATING RATE FUND, INC.
By: /s/ MICHAEL A. SILVER
--------------------------------------------------------------------
Michael A. Silver, Assistant
Secretary
March 3, 1998
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
- ----------
<S> <C>
(a)(1)(i) Advertisement to be printed in THE WALL STREET JOURNAL.
(a)(1)(ii) Offer to Purchase.
(a)(2) Form of Letter of Transmittal.
(a)(3) Letter to Shareholders.
(b)(1) Credit Agreement by and among BankBoston, N.A., formerly known as The
First National Bank of Boston, and certain GT Global Funds.*
(b)(2) First Amendment to Credit Agreement by and among The First National Bank
of Boston and certain GT Global Funds.*
(b)(3) Credit Agreement by and among State Street Bank and Trust Company and
certain GT Global Funds.*
(b)(4) Second Amendment to Credit Agreement by and among BankBoston,
N.A., formerly known as The First National Bank
of Boston, and certain GT Global Funds.
(c)-(f) Not Applicable.
(g)(1) Audited Financial Statements of the Fund for the period May 1,
1997 (commencement of operations) to December 31, 1997.
</TABLE>
- -----------------------------------
* Previously filed in the Fund's Issuer Tender Offer Statement as
filed with the Securities and Exchange Commission on
August 25, 1997.
<PAGE>
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER
TO SELL SHARES. THE OFFER IS MADE ONLY BY THE OFFER TO PURCHASE
DATED MARCH 3, 1998, AND THE RELATED LETTER OF TRANSMITTAL.
NOTICE OF OFFER TO PURCHASE FOR CASH
1,800,000 OF THE ISSUED AND OUTSTANDING SHARES OF
GT GLOBAL FLOATING RATE FUND, INC.
AT NET ASSET VALUE PER SHARE
GT Global Floating Rate Fund, Inc. (the "Fund") is offering to purchase
1,800,000 of its issued and outstanding shares ("Shares") at a price equal to
its net asset value ("NAV"), less any applicable early withdrawal charge, as
of the close of the New York Stock Exchange on the Expiration Date, March 31,
1998. The Offer will expire at 12:00 midnight, New York City time on that
date, unless extended, upon the terms and conditions set forth in the Offer
to Purchase dated March 3, 1998 and the related Letter of Transmittal,
which together constitute the "Offer." The Fund's NAV was $10.02 per Share
as of February 24, 1998. The applicable early withdrawal charge will be
deducted from the proceeds of Shares tendered. The purpose of the Offer is
to provide liquidity to shareholders since the Fund is unaware of any
secondary market which exists for the Shares. The Offer is not conditioned
upon the tender of any minimum number of Shares.
If more than the number of Shares contemplated by this Offer are duly tendered
prior to the expiration of the Offer, assuming no changes in the factors
originally considered when the decision to make the Offer was made, the Fund
will either (1) extend the Offer period, if necessary, and increase the number
of Shares that the Fund is offering to purchase to an amount which it believes
will be sufficient to accommodate the excess Shares tendered as well as any
additional Shares that may be tendered during the extended Offer period or (2)
purchase the number of Shares sought on a pro rata basis.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to
12:00 midnight, New York City time, on March 31, 1998, and, if not yet accepted
for payment by the Fund, Shares may also be withdrawn after April 13, 1998.
The information required to be disclosed by paragraph (d)(1) of Rule 13e-4 under
the Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated herein by reference.
The Offer to Purchase and the related Letter of Transmittal contain important
information that should be read carefully before any decision is made with
respect to the Offer.
Requests for free copies of the Offer to Purchase, Letter of Transmittal and any
other tender offer documents may be directed to GT Global Investor Services,
Inc. at the address and telephone number below. Shareholders who do not own
Shares directly should effect a tender through their broker, dealer or nominee.
[LOGO] GT GLOBAL FLOATING RATE FUND, INC.
California Plaza
A WORLD OF 2121 North California Blvd., Suite 450
OPPORTUNITY Walnut Creek, California 94596
1-800-223-2138
March 3, 1998
<PAGE>
GT GLOBAL FLOATING RATE FUND, INC.
------------------------
OFFER TO PURCHASE FOR CASH AT NET ASSET VALUE UP TO 1,800,000
OF ITS ISSUED AND OUTSTANDING COMMON SHARES
THE EXPIRATION DATE AND THE WITHDRAWAL DEADLINE IS 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MARCH 31, 1998, UNLESS EXTENDED.
------------------------
To the Holders of Shares of
GT GLOBAL FLOATING RATE FUND, INC.:
Commencing March 3, 1998, the Fund is offering to purchase up to 1,800,000
of its shares of common stock, par value $.001 per share (the "Shares"), for
cash at a price equal to their net asset value ("NAV"), less any applicable
Early Withdrawal Charge, as of the close of regular trading on the New York
Stock Exchange on March 31, 1998 (the "Initial Expiration Date"), unless
extended, upon the terms and conditions set forth in this Offer to Purchase (the
"Offer") and the related Letter of Transmittal.
The Shares are not traded on an established secondary market and, to provide
liquidity to Fund shareholders, the Fund's board of directors (the "Board")
presently intends each quarter to consider making a tender offer for all or a
portion of its Shares at a price per Share equal to its then current NAV, less
any applicable early withdrawal charge. The NAV on February 24, 1998 was $10.02
per Share. You may obtain current NAV quotations during the pendency of the
Offer by calling 1-800-223-2138.
If more than the number of Shares contemplated by this Offer are duly
tendered prior to the expiration of the Offer, assuming no changes in the
factors originally considered by the Board when it determined to make the Offer,
the Fund will either (1) extend the Offer period, if necessary, and increase the
number of Shares that the Fund is offering to purchase to an amount which it
believes will be sufficient to accommodate the excess Shares tendered as well as
any additional Shares that may be tendered during the extended Offer period or
(2) purchase the number of Shares sought on a pro rata basis.
THIS OFFER IS BEING MADE TO ALL SHAREHOLDERS OF THE FUND AND IS NOT
CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
IMPORTANT: If you desire to tender all or any portion of your Shares, you
should do one of the following: (1) if you own your Shares through a broker,
dealer, commercial bank, trust company or other nominee (each a "Nominee"),
request your Nominee to effect the transaction for you or (2) if you own your
Shares directly, complete and sign the Letter of Transmittal and mail or deliver
it along with any Share certificate(s) and any other required documents to the
Fund's transfer agent, GT Global Investor Services, Inc. (the "Transfer Agent").
If your Shares are registered in the name of a Nominee, you MUST contact such
Nominee if you desire to tender your Shares.
NEITHER THE FUND NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY
SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. EACH
SHAREHOLDER MUST MAKE HIS OWN DECISION WHETHER TO TENDER SHARES, AND IF SO, HOW
MANY SHARES TO TENDER.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
FUND AS TO WHETHER SHAREHOLDERS SHOULD TENDER SHARES PURSUANT TO THE OFFER. NO
PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN
OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE FUND.
<PAGE>
Questions, requests for assistance and requests for additional copies of
this Offer to Purchase and the Letter of Transmittal may be directed to the
Transfer Agent at 1-800-223-2138 or at the address set forth below:
GT Global Investor Services, Inc.
California Plaza
2121 North California Blvd.
Suite 450
Walnut Creek, CA 94596
GT GLOBAL FLOATING RATE FUND, INC.
March 3, 1998
2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTIONS PAGE
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<C> <S> <C>
1. Price; Number of Shares.............................................................................. 4
2. Procedure for Tendering Shares....................................................................... 4
3. Early Withdrawal Charge.............................................................................. 5
4. Exchanges............................................................................................ 6
5. Withdrawal Rights.................................................................................... 6
6. Payment for Shares................................................................................... 6
7. Certain Conditions of the Offer...................................................................... 7
8. Purpose of the Offer................................................................................. 7
9. Certain Effects of the Offer......................................................................... 7
10. Source and Amount of Funds........................................................................... 8
11. Summary of Selected Financial Information............................................................ 8
12. Certain Information About the Fund................................................................... 9
13. Additional Information............................................................................... 10
14. Certain Federal Income Tax Consequences.............................................................. 10
15. Extension of Tender Period; Termination; Amendments.................................................. 11
16. Miscellaneous........................................................................................ 12
</TABLE>
3
<PAGE>
1. PRICE; NUMBER OF SHARES. The Fund will, upon the terms and subject to
the conditions of the Offer, purchase up to 1,800,000 of its issued and
outstanding Shares which are tendered and not withdrawn prior to 12:00 midnight,
New York City time, on March 31, 1998 (such time and date being hereinafter
called the "Initial Expiration Date"), unless it determines to accept none of
them. The Fund reserves the right to extend the Offer (see Section 15). The
later of the Initial Expiration Date or the latest time and date to which the
Offer is extended is hereinafter called the "Expiration Date." The purchase
price of the Shares will be their NAV as of the close of regular trading on the
New York Stock Exchange on the Expiration Date. An Early Withdrawal Charge
payable to GT Global, Inc. to recover its distribution expenses will be assessed
on Shares accepted for purchase which have been held for less than the
applicable holding period (see Section 3).
The Offer is being made to all shareholders of the Fund and is not
conditioned upon any number of Shares being tendered. If more than the number of
Shares sought by the Fund are duly tendered prior to the expiration of the
Offer, assuming no changes in the factors originally considered by the Board
when it determined to make the Offer, the Fund will either (1) extend the Offer
period, if necessary, and increase the number of Shares that the Fund is
offering to purchase to an amount which it believes will be sufficient to
accommodate the excess Shares tendered as well as any additional Shares that may
be tendered during the extended Offer period or (2) purchase the number of
Shares sought on a pro rata basis.
The Fund reserves the right, in its sole discretion, at any time or from
time to time, to extend the period of time during which the Offer is open by
giving oral or written notice of such extension to the Transfer Agent and making
a public announcement thereof (see Section 15). There is no assurance, however,
that the Fund will exercise its right to extend the Offer. If the Fund decides,
in its sole discretion, to increase (except for any increase not in excess of 2%
of the outstanding Shares) or decrease the number of Shares being sought and, at
the time that notice of such increase or decrease is first published, sent or
given to holders of Shares in the manner specified below, the Offer is scheduled
to expire at any time earlier than the tenth business day from the date that
such notice is first so published, sent or given, the Offer will be extended at
least until the end of such ten business day period.
As of February 24, 1998 there were approximately 18,589,153 Shares issued
and outstanding and there were 5,190 record holders of Shares. The Fund has been
informed that no director, officer or affiliate of the Fund intends to tender
any Shares pursuant to the Offer. The Shares currently are not traded on any
established secondary market. Current NAV quotations for the Shares can be
obtained by calling the Transfer Agent at 1-800-223-2138.
2. PROCEDURE FOR TENDERING SHARES. In order for you to tender any of your
Shares pursuant to the Offer, you may either: (a) request your Nominee to effect
the transaction for you, in which case a Letter of Transmittal is not required
or (b) if the Shares are registered in your name, send to the Transfer Agent, at
the address set forth below, any certificates for such Shares, a properly
completed and executed Letter of Transmittal and any other documents required
therein. Please contact the Transfer Agent at 1-800-223-2138 as to any
additional documents which may be required.
A. Procedures for Beneficial Owners Holding Shares through Brokers,
Dealers, or other Nominees. If your Shares are registered in the name of a
Nominee, you must contact such Nominee if you desire to tender your Shares. You
should contact such Nominee in sufficient time to permit notification of your
desire to tender to reach the Transfer Agent by the Expiration Date. No
brokerage commission will be charged on the purchase of Shares by the Fund
pursuant to the Offer. However, a broker or dealer may charge a fee for
processing the transaction on your behalf.
B. Procedures for Registered Shareholders. If you will be mailing or
delivering the Letter of Transmittal and any other required documents to the
Transfer Agent to tender your Shares, they must be received on or prior to the
Expiration Date by the Transfer Agent at its address set forth below.
Signatures on the Letter of Transmittal are not required to be guaranteed
unless (1) the proceeds for the tendered Shares will amount to more than
$50,000, (2) the Letter of Transmittal is signed by someone other than the
registered holder of the Shares tendered therewith, or (3) payment for tendered
Shares is
4
<PAGE>
to be sent to a payee other than the registered owner of such Shares or to an
address other than the registered address of the registered owner of the Shares.
In each of those instances, all signatures on the Letter of Transmittal must be
guaranteed by an "eligible guarantor institution," as such term is defined in
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the existence and validity of which may be verified by the
Transfer Agent through the use of industry publications; notarized signatures
are not sufficient.
Please note that those shareholders holding Shares in an Individual
Retirement Account ("IRA") that mail or deliver a Letter of Transmittal to
tender Shares must also provide the Transfer Agent with a completed IRA
distribution form.
Payment for Shares tendered and purchased will be made only after receipt by
the Transfer Agent on or before the Expiration Date of a properly completed and
duly executed Letter of Transmittal and any other required documents. If your
Shares are evidenced by certificates, those certificates must also be received
by the Transfer Agent on or prior to the Expiration Date.
THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
IS AT THE ELECTION AND RISK OF THE PARTY TENDERING THE SHARES. IF DOCUMENTS ARE
SENT BY MAIL, IT IS RECOMMENDED THAT THEY BE SENT BY REGISTERED MAIL, PROPERLY
INSURED, WITH RETURN RECEIPT REQUESTED.
C. Determinations of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of tenders will be
determined by the Fund, in its sole discretion, which determination shall be
final and binding. The Fund reserves the absolute right to reject any or all
tenders determined by it not to be in appropriate form or the acceptance of or
payment for which would, in the opinion of counsel for the Fund, be unlawful.
The Fund also reserves the absolute right to waive any of the conditions of the
Offer or any defect in any tender with respect to any particular Shares or any
particular shareholder, and the Fund's interpretations of the terms and
conditions of the Offer will be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within such times as the
Fund shall determine. Tendered Shares will not be accepted for payment unless
the defects or irregularities have been cured within such time or waived.
Neither the Fund, the Transfer Agent nor any other person shall be obligated to
give notice of any defects or irregularities in tenders, nor shall any of them
incur any liability for failure to give such notice.
D. Tender Constitutes an Agreement. A tender of Shares made pursuant to any
one of the procedures set forth above will constitute an agreement between the
tendering shareholder and the Fund in accordance with the terms and subject to
the conditions of the Offer.
3. EARLY WITHDRAWAL CHARGE. The Fund will assess an Early Withdrawal
Charge on Shares accepted for purchase which have been held for less than four
years. The charge will be paid to GT Global to recover its distribution
expenses. The Early Withdrawal Charge will be imposed on those Shares accepted
for tender based on an amount equal to the lesser of the then current NAV of the
Shares or the shareholder's cost of the Shares being tendered. Accordingly, the
Early Withdrawal Charge will not be imposed on increases in the NAV above the
initial purchase price. In addition, the Early Withdrawal Charge will not be
imposed on Shares derived from reinvestments of dividends or capital gain
distributions. The Early Withdrawal Charge imposed will vary depending on the
length of time the Shares have been owned since purchase (separate purchases
shall not be aggregated for these purposes), as set forth in the following
table:
<TABLE>
<CAPTION>
EARLY WITHDRAWAL CHARGE
YEAR OF TENDER AFTER PURCHASE (AS A PERCENTAGE OF NAV)
- -------------------------------------------------------------------- -------------------------
<S> <C>
First............................................................... 3.0%
Second.............................................................. 2.5%
Third............................................................... 2.0%
Fourth.............................................................. 1.0%
Fifth and following................................................. 0.0%
</TABLE>
5
<PAGE>
In determining whether an Early Withdrawal Charge is applicable to a tender
of Shares, the calculation will be determined in the manner that results in the
lowest possible amount being charged. Therefore, it will be assumed that the
tender is first of Shares acquired through dividend reinvestment and of Shares
held for over four years and then of Shares held longest during the four-year
period. Because the Fund commenced operations on May 1, 1997, all Shares other
than dividend reinvestment Shares and Shares exchanged pursuant to Section 4
below will be subject to a 3.0% Early Withdrawal Charge. The Early Withdrawal
Charge will not be applied to dollar amounts representing an increase in the NAV
since the time of purchase.
4. EXCHANGES. Tendering shareholders may, instead of receiving the
proceeds from the tender of Shares of the Fund in cash, elect to have those
proceeds invested in Class B shares that are subject to a contingent deferred
sales charge ("Class B shares") of certain open-end investment companies advised
by Chancellor LGT Asset Management, Inc. ("GT Global Funds") purchased at their
respective NAVs determined on the Expiration Date. The Early Withdrawal Charge
will be waived for Shares tendered in exchange for Class B shares in the GT
Global Funds; however, such Class B shares will immediately become subject to a
contingent deferred sales charge equivalent to the Early Withdrawal Charge on
Shares of the Fund. Thus, such Class B shares may be subject to a contingent
deferred sales charge upon a subsequent redemption from the GT Global Funds. The
purchase of such Class B shares will be deemed to have occurred at the time of
the Fund's purchase of the Shares pursuant to the Offer for purposes of
calculating the applicable contingent deferred sales charge.
The prospectus for each GT Global Fund describes its investment objectives
and policies. Shareholders can obtain a prospectus without charge by calling
1-800-223-2138 and should consider these objectives and policies carefully
before requesting an exchange. Each tender for an exchange must involve proceeds
from Shares that have a NAV of at least $500.
5. WITHDRAWAL RIGHTS. You may withdraw Shares tendered at any time prior
to the Expiration Date and, if the Shares have not yet been accepted for payment
by the Fund, at any time after April 13, 1998.
To be effective, any notice of withdrawal must be timely received by the
Transfer Agent at the address set forth below. Any notice of withdrawal must
specify the name of the person having deposited the Shares to be withdrawn, the
number of Shares to be withdrawn, and, if the certificates representing such
Shares have been delivered or otherwise identified to the Transfer Agent, the
name of the registered holder(s) of such Shares as set forth in such
certificates and the number of Shares to be withdrawn. If the certificates have
been delivered to the Transfer Agent, then, prior to the release of such
certificate, you must also submit the certificate numbers shown on the
particular certificates evidencing such Shares and the signature on the notice
of the withdrawal must be guaranteed by an eligible guarantor institution.
Shareholders whose accounts are maintained through a Nominee should notify such
nominee prior to the Expiration Date if they wish to withdraw Shares.
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Fund in its sole discretion,
which determination shall be final and binding. Shares properly withdrawn shall
not thereafter be deemed to be tendered for purposes of the Offer. However,
withdrawn Shares may be retendered by following one of the procedures described
in Section 2 prior to the Expiration Date.
6. PAYMENT FOR SHARES. For purposes of the Offer, the Fund will be deemed
to have accepted for payment (and thereby purchased) Shares that are tendered as
of the time that it gives, if and when it gives, oral or written notice to the
Transfer Agent of its election to purchase such Shares. Upon the terms and
subject to the conditions of the Offer, the Fund will accept for payment (and
thereby purchase) promptly after the Expiration Date Shares properly tendered.
As directed by the Fund, the Transfer Agent will send payment for the Shares
directly to tendering shareholders, or in the case of tendering shareholders
electing an exchange in lieu of cash, directly to the Class B share account of
the designated GT Global Funds. Certificates for Shares not purchased, or for
6
<PAGE>
Shares not tendered included in certificates forwarded to the Transfer Agent,
will be returned promptly following the termination, expiration or withdrawal of
the Offer, without expense to the tendering shareholder.
The Fund will pay all transfer taxes, if any, payable on the transfer to it
of Shares purchased pursuant to the Offer. If tendered certificates are
registered in the name of any person other than the person signing the Letter of
Transmittal, the amount of any such transfer taxes (whether imposed on the
registered holder or such other person) payable on account of the transfer to
such person will be deducted from the purchase price unless satisfactory
evidence of the payment of such taxes, or exemption therefrom, is submitted. The
Fund will not pay any interest on the purchase price under any circumstances.
7. CERTAIN CONDITIONS OF THE OFFER. The Fund shall not be required to
accept for payment or to pay for any Shares tendered, and may terminate or amend
the Offer or may postpone the acceptance for payment of or payment for Shares
tendered, if: (1) such purchases would impair the Fund's status as a regulated
investment company under the Internal Revenue Code of 1986, as amended (the
"Code") (which would cause the Fund's income to be taxed at the corporate level
in addition to the taxation of shareholders who receive dividends from the
Fund); (2) in the judgment of the Board, the Portfolio would not be able to
liquidate portfolio securities in a manner that is orderly and consistent with
the Portfolio's investment objective and policies in order to purchase interests
in the Portfolio tendered by the Fund to effect the Offer; or (3) there is, in
the judgment of the Board, any (a) legal action or proceeding instituted or
threatened challenging the Offer or otherwise materially adversely affecting the
Fund, (b) declaration of a banking moratorium by federal or state authorities or
any suspension of payment by banks in the United States or New York State, that
is material to the Fund, (c) limitation imposed by federal or state authorities
on the extension of credit by lending institutions, (d) commencement of war,
armed hostilities or other international or national calamity directly or
indirectly involving the United States that is material to the Fund, or (e)
other event or condition that would have a material adverse effect on the Fund
or its shareholders if Shares tendered pursuant to the Offer were purchased.
If the Fund determines to amend the Offer or to postpone the acceptance for
payment of or payment for Shares tendered, it will, to the extent necessary,
extend the period of time during which the Offer is open as provided in Section
15. Moreover, if any of the foregoing conditions is modified or waived in whole
or in part at any time, the Fund will promptly make a public announcement of
such modification or waiver and may, depending on the materiality of the
modification or waiver, extend the Offer period as provided in Section 15.
8. PURPOSE OF THE OFFER. The Fund does not currently believe there will be
an active secondary market for its Shares. The Board has determined that it
would be in the best interest of shareholders for the Fund to take action to
attempt to provide liquidity to shareholders. To that end, the Board presently
intends each quarter to consider the making of a tender offer to purchase all or
a portion of the Fund's Shares at NAV. The Fund will at no time be required to
make any such tender offer.
NEITHER THE FUND NOR THE BOARD MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER
AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH
SHAREHOLDER'S SHARES AND HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH
RECOMMENDATION. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN
THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN
DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
9. CERTAIN EFFECTS OF THE OFFER. The purchase of Shares pursuant to the
Offer will have the effect of increasing the proportionate interest in the Fund
of shareholders who do not tender their Shares. If you retain your Shares,
however, you will be subject to any increased risks that may result from the
reduction in the Fund's aggregate assets resulting from payment for the Shares,
including, for example,
7
<PAGE>
the potential for greater volatility due to decreased diversification of the
Portfolio and higher expenses. However, the Fund believes that those risks will
be reduced to the extent new Shares of the Fund are sold. All Shares purchased
by the Fund pursuant to the Offer will be retired by the Board.
10. SOURCE AND AMOUNT OF FUNDS. The aggregate purchase price if 1,800,000
Shares are tendered and accepted for payment pursuant to the Offer will be
approximately $18,036,000. The Fund expects to finance the Offer through cash on
hand and through borrowings under two lines of credit previously established by
the Fund and certain other GT Global Funds. These two credit facilities are: (a)
an uncommitted, unsecured line of credit with BankBoston, N.A., in the maximum
aggregate principal amount of $150,000,000, providing for a rate of interest
based on the lower of (i) an adjusted Eurodollar rate based on the London
InterBank Offered Rate ("LIBOR") plus a reserve percentage established by the
Federal Reserve, (ii) the federal funds effective rate plus 1/2 of 1%, or (iii)
a money market rate quoted by the Bank; and (b) an uncommitted, unsecured line
of credit with State Street Bank and Trust Company, in the maximum aggregate
principal amount of $100,000,000, providing for a variable rate of interest as
agreed to from time to time by particular GT Global Funds and State Street Bank
and Trust Company. The Fund expects to repay any amounts borrowed under these
lines of credit with the proceeds of sales of additional Fund Shares.
The Fund invests its assets in Floating Rate Portfolio (the "Portfolio"). In
the event that the number of tendered Shares significantly exceeds 1,800,000 and
the Fund determines to increase the number of Shares sought in the Offer, it may
be necessary to sell underlying securities held by the Portfolio and to conduct
a simultaneous tender offer at the Portfolio level to provide the Fund with
additional liquidity. Under these circumstances, the Fund would tender a portion
of its interest in the Portfolio sufficient to provide the additional liquidity
necessary to effect the Offer.
Under the Investment Company Act of 1940, as amended (the "1940 Act"), the
Fund is not permitted to incur indebtedness unless immediately after such
incurrence the Fund has an asset coverage of 300% of the aggregate outstanding
principal balance of indebtedness. Additionally, under the 1940 Act the Fund may
not declare any dividend or other distribution upon any class of its capital
stock, or purchase any such capital stock, unless the aggregate indebtedness of
the Fund has, at the time of the declaration of any such distribution or at the
time of any such purchase, an asset coverage of at least 300% after deducting
the amount of such distribution or purchase price, as the case may be. If, in
the judgment of the Board, there is not sufficient liquidity of the assets of
the Fund, or availability of funds from borrowings, to pay for tendered Shares,
the Fund may terminate the Offer.
11. SUMMARY OF SELECTED FINANCIAL INFORMATION. Set forth below is a summary
of selected financial information for the Fund for the period May 1, 1997
(commencement of Fund operations) to December 31, 1997. More comprehensive
financial information is included in the Fund's annual audited financial
statements, which have been filed as an exhibit to the Schedule 13E-4 filed with
the Securities and Exchange Commission (the "SEC") in connection with the Offer.
The summary of selected financial information set forth below is qualified in
its entirety by reference to such documents and the financial information, the
notes thereto and related matter contained therein.
8
<PAGE>
SUMMARY OF SELECTED FINANCIAL INFORMATION
(IN 000'S EXCEPT PER SHARE DATA AND RATIOS)
<TABLE>
<CAPTION>
FOR THE
PERIOD
MAY 1, 1997
TO
DECEMBER 31,
1997
-------------
<S> <C>
INCOME STATEMENT
Investment Income................................................................................ $ 6,456
Expenses......................................................................................... 1,105
-------------
Investment income--net........................................................................... $ 5,351
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS--NET
Realized gain (loss) on investments--net......................................................... 151
Change in unrealized appreciation on investments--net............................................ 122
FINANCIAL HIGHLIGHTS (AT END OF PERIOD)
Total assets..................................................................................... $ 162,621
Total liabilities................................................................................ 924
-------------
Net assets....................................................................................... $ 161,697
Net asset value per share........................................................................ $ 10.02
Shares of common stock........................................................................... 16,134
PER SHARE
Investment income--net........................................................................... $ 0.46
Realized and unrealized gain (loss) on investments--net.......................................... 0.02
Dividends from net investment income to common shareholders...................................... $ 0.46
RATIOS
Total expenses to average net assets:
With expense reimbursement by Chancellor LGT Asset Management, Inc............................. 1.50%*
Without expense reimbursement by Chancellor LGT Asset Management, Inc.......................... 2.52%*
Investment income--net, to average net assets:
With expense reductions........................................................................ 7.26%*
Without expense reductions..................................................................... 6.24%*
Interest expense to average net assets........................................................... 0.15%
</TABLE>
- ------------------------
* Annualized
12. CERTAIN INFORMATION ABOUT THE FUND. The Fund was incorporated under the
laws of the State of Maryland on December 4, 1996 and is a continuously offered,
non-diversified, closed-end management investment company registered under the
1940 Act. The Fund's investment objective is to provide as high a level of
current income and preservation of capital as is consistent with investment in
senior secured corporate loans ("Corporate Loans") and senior secured debt
securities ("Corporate Debt Securities"). The Fund seeks to achieve its
objective by investing all of its investable assets in the Portfolio, a
separate, non-diversified, closed-end management investment company that has the
same investment objective as the Fund. The Portfolio's investments primarily
take the form of assignments of, or participations in, Corporate Loans made by
banks and other financial institutions and Corporate Debt Securities. It is
anticipated that the Corporate Loans and Corporate Debt Securities will pay
interest at rates that float or reset at a margin above a generally recognized
base lending rate such as LIBOR or the prime rate of a designated U.S. bank. The
Fund is managed by Chancellor LGT Senior Secured Management, Inc. (the
"Manager"), a subsidiary of Chancellor LGT Asset Management, Inc. (the
"Sub-Adviser").
9
<PAGE>
On January 30, 1998, Liechtenstein Global Trust ("LGT"), the indirect parent
organization of the Manager and the Sub-Adviser, entered into an agreement with
AMVESCAP PLC ("AMVESCAP") pursuant to which AMVESCAP will acquire LGT's Asset
Management Division, which includes the Manager. AMVESCAP is a holding company
formed in 1997 by the merger of INVESCO PLC and A I M Management Group Inc.
Consummation of the transaction is subject to a number of contingencies,
including regulatory approvals. Because the transaction would constitute an
assignment of the Portfolio's investment management and sub-advisory agreements
under the Investment Company Act of 1940 (and, therefore, a termination of such
agreements), it is anticipated that the approval of the Portfolio's Board of
Trustees and the Fund's shareholders of new investment management arrangements
will be sought. The Manager anticipates that the new investment management
arrangements will be presented for shareholder approval, and anticipates that
the transaction will close, on or about May 31, 1998.
Effective February 27, 1998, the portfolio manager for the Fund is Anthony
R. Clemente, who for the past five years has been a Vice President in the fixed
income department of Merrill Lynch Asset Management and who previously assisted
in all aspects of development, marketing and management of Merrill Lynch Senior
Floating Rate Fund, Inc. and Merrill Lynch Prime Rate Portfolio. Also effective
February 27, 1998 day-to-day management of the assets that are managed by the
Sub-Adviser will be provided by Parag Saxena, who for the past five years has
been a Managing Director of the Sub-Adviser. On October 31, 1996, Chancellor
Capital Management, Inc. ("Chancellor Capital") merged with LGT Asset
Management, Inc. (San Francisco), and the resulting entity was renamed
Chancellor LGT Asset Managment, Inc. Prior to October 31, 1996, Mr Saxena was an
employee only of Chancellor Capital.
Except for the issuance by the Fund of approximately 2,382,430 Shares during
the past 40 business days, all at prices equal to NAV on the date of sale, there
have not been any transactions involving the Shares of the Fund that were
effected during the past 40 business days by the Fund, any executive officer or
director of the Fund, any person controlling the Fund, any executive officer or
director of any corporation ultimately in control of the Fund or by any
associate or subsidiary of any of the foregoing including any executive officer
or director of any such subsidiary.
The principal executive offices of the Fund are located at 50 California
Street, 27th Floor, San Francisco, California 94111.
13. ADDITIONAL INFORMATION. The Fund has filed a statement on Schedule
13E-4 with the SEC which includes certain additional information relating to the
Offer. Such material may be inspected and copied at prescribed rates at the
SEC's public reference facilities at 450 Fifth Street, N.W., Washington, D.C.
20549; Seven World Trade Center, New York, New York 10048; and Room 3190, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material may also be obtained by mail at prescribed rates from the Public
Reference Branch of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.
14. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following discussion is a
general summary of the federal income tax consequences of a sale of Shares
pursuant to the Offer. You should consult your own tax adviser for a complete
description of those consequences to you.
A sale of Shares pursuant to the Offer (regardless whether any of the cash
proceeds thereof are invested in Class B shares of a GT Global Fund (see Section
4)) will be a taxable transaction for federal income tax purposes, either an
"exchange" or, under certain circumstances, a "dividend." In general, the
transaction should be treated as an exchange of the tendered Shares under
section 302 of the Code if the payment for the Shares (1) is "substantially
disproportionate" with respect to the shareholder, (2) results in a "complete
redemption" of the shareholder's interest in the Fund, or (3) is "not
essentially equivalent to a dividend" with respect to the shareholder. A
"substantially disproportionate" distribution generally requires a reduction of
at least 20% in the shareholder's proportionate interest in the Fund after all
Shares are tendered. A "complete redemption" of a shareholder's interest
generally requires that all Shares directly owned by or attributed to the
shareholder under section 318 of the Code be disposed of. A
10
<PAGE>
distribution "not essentially equivalent to a dividend" requires that there be a
"meaningful reduction" in the shareholder's interest, which should occur if the
shareholder has a minimal interest in the Fund, exercises no control over Fund
affairs and suffers a reduction in his proportionate interest in the Fund.
If any of these three tests for exchange treatment is met, you will
recognize gain or loss on the Fund's purchase of your Shares equal to the
difference between the amount of cash you receive for those Shares (including
any cash used to purchase Class B shares of GT Global Funds) and your adjusted
tax basis for them. That gain or loss will be a capital gain or loss if you held
the Shares as capital assets. In general, capital gain or loss with respect to
your sold Shares will be short-term capital gain or loss because your holding
period for the Shares will not be more than one year.
If none of the tests for exchange treatment can be met, you will be treated
as having received a dividend, a return of capital and/or a capital gain,
depending on (1) whether the Fund has sufficient earnings and profits to support
a dividend and (2) your tax basis for the Shares. To the extent the sale of your
Shares is treated as a dividend, your tax basis for the tendered Shares will be
transferred to any remaining Shares you continue to hold. If the sale of Shares
pursuant to the Offer is treated as a dividend to any tendering shareholder, a
constructive dividend may result to a non-tendering shareholder whose
proportionate interest in the Fund's earnings and assets is increased as a
result of the tender.
Accordingly, the difference between dividend and exchange treatment is
important with respect to the amount and character of income that tendering
shareholders are deemed to receive. In addition, while the marginal federal tax
rates for dividends and capital gains remain the same for corporate
shareholders, the top federal tax rate on ordinary income of individuals (39.6%)
exceeds the maximum federal tax rates on their long-term capital gains -- 20%
(the rate enacted by the Taxpayer Relief Act of 1997 ("Tax Act")) for
individuals' net capital gain recognized on securities held for more than 18
months and 28% for such gain recognized on securities held for more than one
year and up to 18 months (which, prior to enactment of the Tax Act, applied to
all such gain on securities held for more than one year).
The Transfer Agent generally will be required to withhold 31% of the gross
proceeds payable to an individual or certain other noncorporate shareholder
pursuant to the Offer unless the shareholder provides a taxpayer identification
number and certifies under penalties of perjury (1) that such number is correct
and (2) either that (a) the shareholder is exempt from backup withholding, (b)
the shareholder is not otherwise subject to backup withholding as a result of a
failure to report all interest or dividends, or (c) the Internal Revenue Service
has notified the shareholder that the shareholder is no longer subject to backup
withholding. Foreign shareholders may be required to provide the Transfer Agent
with a completed Form W-8, available from the Transfer Agent, in order to avoid
31% backup withholding.
Unless a reduced rate of withholding or a withholding exemption is available
under an applicable tax treaty, a shareholder who is a nonresident alien or a
foreign entity may be subject to a 30% U.S. withholding tax on the gross
proceeds received by the shareholder from the sale of Shares pursuant to the
Offer if the proceeds are treated as a dividend under the rules described above.
Foreign shareholders should consult their tax advisors regarding application of
these withholding rules.
15. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS. The Fund reserves
the right, at any time and from time to time, to extend the period of time
during which the Offer is pending by making a public announcement thereof. If
the Fund so elects to extend the tender period, the NAV for the Shares tendered
will be determined as of the close of regular trading on the New York Stock
Exchange on the Expiration Date, as extended. During any such extension, all
Shares previously tendered and not purchased or withdrawn will remain subject to
the Offer. The Fund also reserves the right, at any time and from time to time
up to and including the Expiration Date, to (a) terminate the Offer and not to
purchase or pay for any Shares, and (b) amend the Offer in any respect, by
making a public announcement. Such public announcement will be issued no later
than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date and will disclose the approximate number of
Shares tendered as of that date. Without limiting the manner in which the Fund
may choose to make a public
11
<PAGE>
announcement of extension, termination or amendment, except as provided by
applicable law or regulation (including Rule 13e-4(e)(2) under the Exchange
Act), the Fund shall have no obligation to publish, advertise or otherwise
communicate any such public announcement, other than by making a release to the
Dow Jones News Service.
If the Fund materially changes the terms of the Offer or the information
concerning the Offer, or if it waives a material condition of the Offer, the
Fund will extend the Offer to the extent required by Rule 13e-4 under the
Exchange Act. These rules require that the minimum period during which an offer
must remain open following material changes in the terms of the Offer or
information concerning the Offer (other than a change in price or a change in
percentage of securities sought) will depend on the facts and circumstances,
including the relative materiality of such terms of information. If (i) the Fund
increases or decreases the consideration to be paid for Shares, or the Fund
increases the number of Shares being sought by an amount exceeding 2% of the
outstanding Shares, or the Fund decreases the number of Shares being sought and
(ii) the Offer is scheduled to expire at any time earlier than the expiration of
a period ending on the tenth business day from, and including, the date that
notice of such increase or decrease is first published, sent or given, the Offer
will be extended at least until the expiration of such period of ten business
days.
16. MISCELLANEOUS. The Offer is not being made to, nor will tenders be
accepted from, shareholders in any jurisdiction in which the Offer or its
acceptance would not comply with the securities laws of such jurisdiction. The
Fund is not aware of any jurisdiction in which the Offer or tenders pursuant
thereto would not be in compliance with the laws of such jurisdiction. However,
the Fund reserves the right to exclude shareholders from the Offer in any
jurisdiction in which it is asserted that the Offer cannot lawfully be made. The
Fund believes such exclusion is permissible under applicable tender offer rules,
provided the Fund makes a good faith effort to comply with any state law deemed
applicable to the Offer. In any jurisdiction the securities laws of which
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on the Fund's behalf by one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
GT GLOBAL FLOATING RATE FUND, INC.
March 3, 1998
12
<PAGE>
The Letter of Transmittal and certificates for Shares tendered by registered
shareholders should be
sent or delivered to the Transfer Agent as set forth below. Any questions or
requests for assistance or additional copies of the Offer, the Letter of
Transmittal and other documents may be directed to the Transfer Agent at its
telephone number and location listed below. Shareholders may also contact their
Nominee for assistance concerning the Offer.
TRANSFER AGENT:
GT GLOBAL INVESTOR SERVICES, INC.
FACSIMILE COPY NUMBER:
(510) 937-4034
CONFIRM BY TELEPHONE:
(800) 223-2138
FOR INFORMATION CALL:
(800) 223-2138
BY HAND, MAIL, OR OVERNIGHT COURIER:
GT Global Investor Services, Inc.
California Plaza
2121 North California Blvd.
Suite 450
Walnut Creek, CA 94596
13
<PAGE>
LETTER OF TRANSMITTAL
TO BE USED TO TENDER SHARES
OF
GT GLOBAL FLOATING RATE FUND, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED MARCH 3, 1998
THE EXPIRATION DATE AND THE WITHDRAWAL DEADLINE IS 12:00 MIDNIGHT
NEW YORK CITY TIME, ON MARCH 31, 1998, UNLESS EXTENDED
IMPORTANT: THIS LETTER OF TRANSMITTAL IS TO BE USED ONLY IF THE SHAREHOLDER IS
A RECORD OWNER OF SHARES WHO DESIRES TO EFFECT THE TENDER OFFER TRANSACTION
HIMSELF OR HERSELF BY TRANSMITTING THE NECESSARY DOCUMENTS TO THE
FUND'S TRANSFER AGENT. A SHAREHOLDER WHO HOLDS SHARES THROUGH A
BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE
("NOMINEE") IS NOT THE RECORD OWNER AND SHOULD INSTRUCT HIS OR
HER NOMINEE TO EFFECT THE TENDER ON HIS OR HER BEHALF.
TRANSFER AGENT:
GT GLOBAL INVESTOR SERVICES, INC.
FACSIMILE COPY NUMBER:
(510) 937-4034
CONFIRM BY TELEPHONE:
(800) 223-2138
FOR INFORMATION CALL:
(800) 223-2138
BY HAND, MAIL, OR OVERNIGHT COURIER:
GT Global Investor Services, Inc.
California Plaza
2121 North California Blvd.
Suite 450
Walnut Creek, CA 94596
DELIVERY TO AN ADDRESS OTHER THAN THAT SHOWN ABOVE DOES
NOT CONSTITUTE VALID DELIVERY.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
Pursuant to the Offer to Purchase dated March 3, 1998 (the "Offer to
Purchase"), receipt of which is hereby acknowledged, the undersigned hereby
tenders to GT Global Floating Rate Fund, Inc., a closed-end investment company
incorporated under the laws of the State of Maryland (the "Fund"), the shares
described below of its common stock, par value $.001 per share (the "Shares"),
at a price equal to the net asset value per Share ("NAV") calculated on the
Expiration Date (as defined in the Offer to Purchase), in cash, less any
applicable Early Withdrawal Charge, upon the terms and conditions set forth in
the Offer to Purchase and this Letter of Transmittal.
The undersigned hereby sells to the Fund all Shares tendered hereby that are
purchased pursuant to the Offer and hereby irrevocably constitutes and appoints
GT Global Investor Services, Inc. (the "Transfer Agent") as attorney in fact of
the undersigned, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to present such
Shares and any Share certificates for cancellation of such Shares on the Fund's
books. The undersigned hereby warrants that the undersigned has full authority
to sell the Shares tendered hereby and that the Fund will acquire good title
thereto, free and clear of all liens, charges, encumbrances, conditional sales
agreements or other obligations relating to the sale thereof, and not subject to
any adverse claim, when and to the extent the same are purchased by it. Upon
request, the undersigned will execute and deliver any additional documents
necessary to complete the sale in accordance with the terms of the Offer.
The names and addresses of the registered owners should be printed in the
box below as they appear on the registration of the Shares. The number of Shares
that the undersigned wishes to tender should be indicated. The undersigned may
elect to receive proceeds from the Offer (less any applicable Early Withdrawal
Charge) in cash by checking Option A. The undersigned may elect to receive, in
lieu of cash, Class B shares of certain open-end
<PAGE>
investment companies advised by Chancellor LGT Asset Management, Inc.
("Chancellor LGT") by checking Option B. Each shareholder should check either
Option A or Option B. If the Shares tendered hereby are in certificate form, the
certificates representing such Shares must be returned together with this Letter
of Transmittal.
The undersigned recognizes that under certain circumstances set forth in the
Offer to Purchase, the Fund may not be required to purchase any of the Shares
tendered hereby. In that event, the undersigned understands that, in the case of
Shares evidenced by certificates, certificate(s) for any Shares not purchased
will be returned to the undersigned at the address indicated above.
The check for the purchase price for the tendered Shares purchased will be
issued to the order of the undersigned and mailed to the address indicated in
the "Description of Shares Tendered" table below.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and the obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer to Purchase, this
tender is irrevocable.
<TABLE>
<CAPTION>
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
NAME(S) AND ADDRESS(ES) AND ACCOUNT NUMBER(S) SHARE(S) TENDERED
OF REGISTERED HOLDERS(S): (ATTACH ADDITIONAL SIGNED SCHEDULE IF NECESSARY)
TOTAL NUMBER OF
SHARES NUMBER OF
CERTIFICATE REPRESENTED BY SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
<S> <C> <C> <C>
ACCT. NUMBER(S):
TOTAL SHARES
TENDERED
* Need not be completed by shareholders who tender by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced by any certificate
delivered to the Transfer Agent are being tendered.
</TABLE>
CHECK ONE OF THE FOLLOWING AND FILL IN AS REQUIRED
OPTION A
- ---- I elect to have the proceeds of the Shares tendered hereby and accepted
for payment paid in cash, less any applicable Early Withdrawal Charge.
OPTION B
- ---- I elect to have the proceeds of the Shares tendered hereby and accepted
for payment invested in Class B shares of GT Global
-------------------------------------------- Fund.
THE UNDERSIGNED TENDERS ALL UNCERTIFICATED SHARES THAT MAY BE HELD IN THE NAME
OF THE REGISTERED HOLDER(S) BY THE FUND'S TRANSFER AGENT PURSUANT TO THE FUND'S
DIVIDEND REINVESTMENT PLAN.
- --- YES
- --- NO
Note: If you do not check either of the boxes above, uncertificated Shares, if
any, held in the name of the registered holder(s) by the Fund's transfer agent
pursuant to the Fund's dividend reinvestment plan will NOT be tendered.
<PAGE>
<TABLE>
<S> <C>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 2, 5, 6 AND 7) (SEE INSTRUCTIONS 2, 5, 6 AND 7)
To be completed ONLY if certificates for To be completed ONLY if certificates for Shares
Shares not tendered or not purchased and/or the not tendered or not purchased and/or the check
check for the purchase price of Shares for the purchase price of Shares purchased are
purchased are to be issued in the name of and to be issued in the name of the undersigned,
sent to someone other than the undersigned. but sent to someone other than the undersigned,
or to the undersigned at an address other than
that shown above.
Issue / / Check / / Certificate to Mail / / Check / / Certificate to
(partial tenders (partial tenders only):
only):
Name --------------------------------------- Name ---------------------------------------
(PLEASE PRINT) (PLEASE PRINT)
Address --------------------------------------- Address ---------------------------------------
--------------------------------------- ---------------------------------------
(CITY, STATE, ZIP CODE) (CITY, STATE, ZIP CODE)
- ----------------------------------------------
(TAXPAYER IDENTIFICATION (SOCIAL SECURITY)
NUMBER)
</TABLE>
SIGNATURE FORM
(SEE INSTRUCTIONS 1, 5 AND 8)
SOCIAL SECURITY NO.
OR TAXPAYER IDENTIFICATION NO.
-----------------------------------------------------------------------------
Under penalty of perjury, I certify that (1) the number set
forth above is my correct Social Security No. or other Taxpayer
Identification No. and (2) I am not subject to backup
withholding either because (a) I am exempt from backup
withholding, (b) I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject thereto as a
result of failure to report all interest or dividends, or (c)
the IRS has notified me that I am no longer subject thereto.
INSTRUCTION: You must strike out the language in (2) above
if you have been notified that you are subject to backup
withholding due to underreporting and you have not received a
notice from the IRS that backup withholding has been terminated.
-----------------------------
-----------------------------
(SIGNATURE(S) OF OWNER(S) EXACTLY AS REGISTERED)
Date:
----------------------------------------------, 1998
Name(s)
----------------------------------------------------------------
----------------------------------------------------------------
(PLEASE PRINT)
Address(es)
----------------------------------------------------------------
----------------------------------------------------------------
(PLEASE PRINT)
Telephone Number ( )
----------------------------------------------------------------
Signature(s) Guaranteed by:
----------------------------------------------------------------
----------------------------------------------------------------
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. USE OF LETTER OF TRANSMITTAL. This Letter of Transmittal is to be used
only if you do not have a Nominee and intend to effect the tender offer
transaction yourself. If your shares are registered in the name of a Nominee, do
not use this form -- you must contact such Nominee if you desire to tender your
shares.
<PAGE>
2. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal
must be guaranteed by a member firm of a registered national securities exchange
or a commercial bank or trust company having an office, branch or agency in the
United States, unless ALL of the following conditions apply:
- This Letter of Transmittal is signed by the registered holder(s) of the
Shares, AND
- There is no change of registration of any remaining shares, AND
- The payment of the tender offer proceeds and certificates for any
remaining Shares are to be sent to the registered owner of the Shares at
the address shown in the Share registration, AND
- The tender offer proceeds will be less than $50,000.
3. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. Certificates for
all tendered Shares, together with a properly completed and duly executed Letter
of Transmittal, should be mailed or delivered to the Transfer Agent on or prior
to the Expiration Date at the appropriate address set forth herein and must be
received by the Transfer Agent prior to the Expiration Date.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER.
4. INADEQUATE SPACE. If the space provided is inadequate, the certificate
numbers and number of Shares should be listed on a separate signed schedule
attached hereto.
5. PARTIAL TENDERS. If fewer than all of the Shares evidenced by any
certificate submitted are to be tendered, fill in the number of Shares that are
to be tendered in the column entitled "No. of Shares Tendered." If applicable, a
new certificate for the remainder of the Shares evidenced by your old
certificate(s) will be sent to you as soon as practicable after the Expiration
Date of the Offer. All Shares represented by certificate(s) listed are deemed to
have been tendered unless otherwise indicated.
6. SIGNATURES ON LETTER OF TRANSMITTAL, AUTHORIZATION AND ENDORSEMENTS.
(a) If the Letter of Transmittal is signed by the registered holder of the
Shares tendered hereby, the signature(s) must correspond with the name(s) in
which the Shares are registered.
(b) If the Shares are held of record by two or more joint holders, all such
holders must sign this Letter of Transmittal.
(c) If any tendered Shares are registered in different names, it will be
necessary to complete, sign and submit as many separate Letters of Transmittal
as there are different registrations of Shares.
(d) When this Letter of Transmittal is signed by the registered holder(s) of
the Shares listed and, if applicable, of the certificates transmitted hereby, no
endorsements of certificates or separate authorizations are required.
(e) If this Letter of Transmittal or any certificates or authorizations are
signed by trustees, executors, administrators, guardians, attorneys in fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and must submit proper
evidence satisfactory to the Fund of their authority so to act.
(f) Shareholders holding shares in an Individual Retirement Account ("IRA")
that mail or deliver a Letter of Transmittal to tender Shares must also provide
the Transfer Agent with a completed IRA distribution form.
7. TRANSFER TAXES. The Fund will pay all transfer taxes, if any, payable
on the transfer to it of Shares purchased pursuant to the Offer. If tendered
certificates are registered in the name of any person other than the person(s)
signing this Letter of Transmittal, the amount of any transfer taxes (whether
imposed on the registered holder or such other persons) payable on account of
the transfer to such person will be deducted from the purchase price unless
satisfactory evidence of the payment of such taxes, or exemption therefrom, is
submitted.
8. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of any tender of Shares will be
determined by the Fund, in its sole discretion, which determination shall be
final and binding. The Fund reserves the absolute right to reject any or all
tenders determined by it not to be in appropriate form or the acceptance of or
payment for which would, in the opinion of counsel for the Fund, be unlawful.
The Fund also reserves the absolute right to waive any of the conditions of the
Offer or any defect in any tender with respect to any particular Shares or any
particular shareholder, and the Fund's interpretations of the terms and
conditions of the Offer (including these instructions) will be final and
binding. Unless waived, any defects or irregularities in connection with tenders
must be cured within such time as the Fund shall determine. Tendered Shares will
not be accepted for payment unless the defects and irregularities have been
cured within such time or waived. Neither the Fund, Chancellor LGT Senior
Secured Asset Management, Inc., nor the Transfer Agent, nor any other person
shall be obligated to give notice of defects or irregularities in tenders, nor
shall any of them incur any liability for failure to give any such notice.
9. IMPORTANT TAX INFORMATION. A shareholder whose tendered Shares are
accepted for payment is required BY LAW to provide the Transfer Agent (as payer)
with his or her correct taxpayer identification number, which is accomplished by
completing and signing the Signature Form.
<PAGE>
GT GLOBAL FLOATING RATE FUND, INC.
50 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94111
DEAR SHAREHOLDER:
AS YOU KNOW, GT GLOBAL FLOATING RATE FUND, INC. (THE "FUND") COMMENCED
OPERATIONS ON MAY 1, 1997. THE INITIAL PERFORMANCE OF THE FUND HAS BEEN
POSITIVE: FOR THE PERIOD MAY 1, 1997 THROUGH FEBRUARY 28, 1998, THE YIELD FOR
THE FUND WAS 7.35%. THE NET ASSET VALUE PER SHARE HAS REMAINED RELATIVELY
CONSTANT THROUGHOUT THE PERIOD, FLUCTUATING BETWEEN $9.99 AND $10.02. ALTHOUGH
THIS IS A SHORT PERIOD OF TIME OVER WHICH TO ASSESS THE FUND'S PERFORMANCE, I AM
PLEASED THAT THE FIRST RESULTS HAVE BEEN SO PROMISING.
THE FUND'S SHARES ARE NOT PUBLICLY TRADED. HOWEVER, EACH QUARTER THE FUND'S
BOARD OF DIRECTORS (THE "BOARD") WILL CONSIDER WHETHER TO MAKE A TENDER OFFER
FOR ALL OR A PORTION OF THE FUND'S ISSUED AND OUTSTANDING SHARES (THE "SHARES")
TO PROVIDE LIQUIDITY FOR THE FUND'S SHAREHOLDERS. FOR THE FIRST QUARTER OF 1998,
THE BOARD HAS DETERMINED TO PURCHASE UP TO 1,800,000 OF THE FUND'S SHARES.
ACCORDINGLY, WE ARE ENCLOSING A COPY OF THE FUND'S OFFER TO PURCHASE (THE
"OFFER TO PURCHASE"), DATED MARCH 3, 1998. THE OFFER TO PURCHASE IS FOR CASH AT
NET ASSET VALUE ("NAV") PER SHARE AS OF THE EXPIRATION DATE OF THE OFFER, LESS
APPLICABLE "EARLY WITHDRAWAL CHARGES." CERTAIN SELECTED FINANCIAL INFORMATION
WITH RESPECT TO THE FUND IS ALSO SET FORTH IN THE OFFER TO PURCHASE. WE ALSO
ENCLOSE A LETTER OF TRANSMITTAL (THE "LETTER OF TRANSMITTAL") FOR USE BY RECORD
HOLDERS OF SHARES. YOU SHOULD READ EACH OF THESE DOCUMENTS CAREFULLY.
IF, AFTER REVIEWING THE INFORMATION SET FORTH IN THE OFFER TO PURCHASE AND
LETTER OF TRANSMITTAL, YOU WISH TO TENDER SHARES FOR PURCHASE BY THE FUND,
PLEASE CONTACT YOUR BROKER, DEALER OR OTHER NOMINEE TO EFFECT THE TENDER FOR
YOU. IF YOU ARE THE RECORD OWNER OF THE SHARES AND INTEND TO TENDER YOUR SHARES
YOURSELF DIRECTLY TO THE TRANSFER AGENT, YOU SHOULD FOLLOW THE INSTRUCTIONS
CONTAINED IN THE OFFER TO PURCHASE, AND THE ENCLOSED LETTER OF TRANSMITTAL,
WHICH MUST BE COMPLETED BY YOU.
NEITHER THE FUND NOR ITS BOARD OF DIRECTORS IS MAKING ANY RECOMMENDATION TO
ANY HOLDER OF SHARES AS TO WHETHER TO TENDER SHARES. EACH SHAREHOLDER IS URGED
TO CONSULT HIS OR HER BROKER OR TAX ADVISER BEFORE DECIDING WHETHER TO TENDER
ANY SHARES.
THE FUND'S NAV ON FEBRUARY 24, 1998 WAS $10.02 PER SHARE. THE FUND PUBLISHES
ITS NAV EACH WEEK IN BARRON'S. IT APPEARS UNDER THE SUB-HEADING "LOAN
PARTICIPATION FUNDS" WITHIN THE LISTINGS OF MUTUAL FUNDS AND CLOSED-END FUNDS.
YOU MAY ALSO OBTAIN CURRENT NAV QUOTATIONS BY CALLING GT GLOBAL INVESTOR
SERVICES, INC., THE FUND'S TRANSFER AGENT, AT 1-800-223-2138.
REQUESTS FOR ADDITIONAL COPIES OF THE OFFER TO PURCHASE, THE LETTER OF
TRANSMITTAL AND ANY OTHER TENDER OFFER DOCUMENTS, AS WELL AS QUESTIONS AND
REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO GT GLOBAL INVESTOR SERVICES, INC. AT
1-800-223-2138.
SINCERELY,
[/S/ WILLIAM J. GUILFOYLE]
WILLIAM J. GUILFOYLE
CHAIRMAN OF THE BOARD
AND PRESIDENT
MARCH 3, 1998
<PAGE>
SECOND AMENDMENT
TO
CREDIT AGREEMENT
This Second Amendment (this "AMENDMENT") dated as of December 10, 1997 to
the Credit Agreement dated as of December 3, 1996, as amended by the First
Amendment dated as of April 18, 1987 (as so amended, the "CREDIT AGREEMENT"), by
and among each of the management investment companies listed on Schedule I
thereto, either acting for itself or on behalf of the portfolios (each a
"PORTFOLIO") set forth next to such series' or portfolio's name on said Schedule
(each of such management investment companies in such individual or
representative capacity being hereinafter referred to as an "EXISTING BORROWER"
and collectively, the "EXISTING BORROWERS"), and BANKBOSTON, N.A. (formerly
known as The First National Bank of Boston), a national banking association with
its head office at 100 Federal Street, Boston, Massachusetts 02110 (the "BANK").
Capitalized terms used herein but not otherwise defined shall have the meanings
assigned to them in the Credit Agreement.
WHEREAS, the Existing Borrowers and the Bank have executed the Credit
Agreement providing for a demand, discretionary revolving line of credit for
several borrowings by the Existing Borrowers in an aggregate principal amount of
up to $100,000,000; and
WHEREAS, the Existing Borrowers have requested, and the Bank has agreed, to
add GT Global Series Trust as Borrower (herein called the "NEW BORROWER"),
acting on behalf of GT Global New Dimension Fund, such fund becoming a Portfolio
entitled to the benefits of the Credit Agreement, on the terms and conditions
set forth below (the Existing Borrowers and the New Borrower being hereinafter
referred to as the "BORROWERS"); and
WHEREAS, the Borrowers have requested that the Maximum Amount be increased
to $150,000,000, and the Bank is willing to so increase the Maximum Amount;
NOW, THEREFORE, the Bank and the Borrowers agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT.
(a) Subsection (i) of the definition of "MAXIMUM AMOUNT" set forth in
Section 1.1 of the Credit Agreement is hereby amended by deleting the amount
"$100,000,000" appearing therein and substituting therefor the amount
"$150,000,000".
(b) Schedules I, II, III, IV and V to the Credit Agreement are hereby
amended by deleting said schedules in their entirety and substituting therefor
new Schedules I, II, III, IV and V in the forms attached hereto.
SECTION 2. REPRESENTATIONS AND WARRANTIES.
Each of the Borrowers represents and warrants as follows:
(a) The execution, delivery and performance by such Borrower of this
Amendment and the other Loan Documents as amended hereby and the borrowing of
<PAGE>
-2-
Loans for its account or for the accounts of any of its Portfolios are within
the powers of such Borrower, have been duly authorized by all necessary and
proper action on the part of such Borrower, and do not and will not (i) violate
or contravene any provision of such Borrower's charter documents or bylaws, or
any amendment thereof; (ii) violate or contravene any provision of the
Prospectus, Registration Statement or Statement of Additional Information, if
applicable, of such Borrower or any of its Portfolios; (iii) conflict with, or
result in a breach of any material term, condition or provision of, or
constitute a default under or result in the creation of any mortgage, lien,
pledge, charge, security interest or other encumbrance upon any of the property
or assets of such Borrower or Portfolio (other than as contemplated by the
Credit Agreement and the Pledge Agreement, if applicable) under, any agreement,
trust deed, indenture, mortgage or other instrument to which such Borrower is a
party or by which such Borrower or any of its or its Portfolios' property or
assets is bound or affected; or (iv) violate or contravene any provision of any
material law, regulation, order, ruling or interpretation thereunder or any
decree, order or judgment of any court or governmental or regulatory authority,
bureau, agency or official.
(b) This Amendment and all the provisions hereof and of the other Loan
Documents constitute the legally valid and binding Obligations of such Borrower,
enforceable against such Borrower in accordance with their terms, except as
enforceability is limited by bankruptcy, insolvency, reorganization, moratorium
or other laws relating to or affecting generally the enforcement of creditors'
rights and except to the extent that the availability of equitable remedies is
subject to the discretion of the court before which any proceeding therefor may
be brought.
(c) No authorization, approval, consent or other action by, and no notice
to or filing with, any shareholder or creditor of such Borrower, or governmental
or regulatory agency or authority having jurisdiction over such Borrower, is
required to make valid and legally binding the execution, delivery and
performance by such Borrower of this Amendment or the other Loan Documents or
the consummation by such Borrower of the transactions contemplated hereby or
thereby, or the exercise by the Bank of its rights and remedies hereunder or
thereunder.
(d) The representations and warranties contained in Section 4 of the
Credit Agreement are true and correct as of the date hereof as though made on
and as of the date hereof.
SECTION 3. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment is conditioned on the following:
(a) each Borrower and the Bank shall each have executed and delivered a
counterpart of this Amendment;
(b) each Existing Borrower shall have delivered to the Bank certified
copies of all documents relating to the due authorization and execution by such
Existing Borrower of this Amendment as the Bank may reasonably request,
including, without limitation, all votes of the Board of Directors of such
Borrower authorizing (i) the execution and delivery by such Borrower of this
Amendment, (ii) its performance of all of its agreements and
<PAGE>
-3-
Obligations under this Amendment and the Credit Agreement and the other Loan
Documents as amended hereby, and (iii) the borrowings and other transactions
contemplated by this Amendment and the Credit Agreement and the other Loan
Documents as amended hereby;
(c) the New Borrower, acting on behalf of its Portfolio, shall have
executed and delivered an Assumption Agreement in the form attached hereto,
together with the documents and certificates referred to therein;
(d) the representations and warranties contained in Section 2 hereof shall
be true and correct in all material respects as of the date hereof as though
made on and as of the date hereof; and
(e) no default under the Credit Agreement shall have occurred and is
continuing.
SECTION 4. MISCELLANEOUS.
(a) On and after the date hereof, each reference in the Credit Agreement
to "this Agreement" or words of like import shall mean and be deemed to be a
reference to the Credit Agreement as amended hereby. Each reference to the
"Loan Documents" shall include a reference to this Amendment and the Assumption
Agreement executed in connection herewith.
(b) Except as amended and modified hereby, the Credit Agreement is in all
respects ratified and confirmed as of the date hereof, and the terms, convenants
and agreements therein shall remain in full force and effect.
(c) This Amendment and the modifications to the Credit Agreement set forth
herein shall be deemed to be a document executed under seal and shall be
governed by and construed in accordance with the laws of The Commonwealth of
Massachusetts.
(d) This Amendment may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
(e) The Bank agrees that it shall look only to the assets of the
applicable Borrower or Portfolio for payment of the obligations of such
Borrower or Portfolio under the Credit Agreement; and neither the
shareholders nor the trustees, nor any of such Borrower's officers, employees
or agents, whether past, present or future, nor the assets belonging to any
other series of such Borrower shall be personally liable therefor. Every
note, bond, contract, instrument, certificate or undertaking and every other
act or thing whatsoever executed or done by the shareholders or trustees of
any Borrower on behalf of such Borrower under the Credit Agreement shall be
conclusively deemed to have been executed or done only by or for such
Borrower and not personally.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the date and the year first above written.
<PAGE>
- 4 -
GT GLOBAL EASTERN EUROPE FUND
By: /s/ Kenneth W. Chancey
----------------------------------
Title: Vice President
GT GLOBAL GROWTH SERIES
on behalf of
GT Global Worldwide Growth Fund
GT Global International Growth Fund
GT Global New Pacific Growth Fund
GT Global Europe Growth Fund
GT Global Japan Growth Fund
GT Global American Growth Fund
GT Global American Small Cap Growth Fund
GT Global American Value Fund
By: /s/ Kenneth W. Chancey
----------------------------------
Title: Vice President
GT INVESTMENT FUNDS, INC.
on behalf of
GT Global Financial Services Fund
GT Global Infrastructure Fund
GT Global Natural Resources Fund
GT Global Consumer Products and Services
Fund
GT Global Health Care Fund
GT Global Telecommunications Fund
GT Global Emerging Markets Funds
GT Global Latin American Growth Fund
GT Global Government Income Fund
GT Global Strategic Income Fund
GT Global High Income Fund
GT Global Growth & Income Fund
GT Global Developing Markets Fund
By: /s/ Kenneth W. Chancey
----------------------------------
Title: Vice President
<PAGE>
- 5 -
GT GLOBAL VARIABLE INVESTMENT SERIES
on behalf of
GT Global Variable New Pacific Fund
GT Global Variable Europe Fund
GT Global Variable America Fund
GT Global Variable International Fund
By: /s/ Kenneth W. Chancey
----------------------------------
Title: Vice President
GT GLOBAL VARIABLE INVESTMENT TRUST
on behalf of
GT Global Variable Latin American Fund
GT Global Variable Infrastructure Fund
GT Global Variable Natural Resources
Fund
GT Global Variable Telecommunications
Fund
GT Global Variable Growth & Income Fund
GT Global Variable Strategic Income Fund
GT Global Variable Emerging Markets Fund
GT Global Variable Global Government
Income Fund
GT Global Variable U.S. Government
Income Fund
By: /s/ Kenneth W. Chancey
----------------------------------
Title: Vice President
GT GLOBAL FLOATING RATE FUND, INC.
By: /s/ Kenneth W. Chancey
----------------------------------
Title:
GT GLOBAL SERIES TRUST
on behalf of
GT Global New Dimension Fund
By: Kenneth W. Chancey
----------------------------------
Title: Vice President
BANKBOSTON, N.A.
By: /s/ John T. Doley
----------------------------------
Vice President
<PAGE>
[Letterhead]
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of GT Global Floating Rate Fund, Inc.
We hereby consent to the inclusion of our report dated February 17, 1998
on our audit of the financial statements and financial highlights of the GT
Global Floating Rate Fund, Inc. as of December 31, 1997 in the Issuer Tender
Offer Statement with respect to the Schedule 13E-4 filing under the
Securities Act of 1933, as amended, of the GT Global Floating Rate Fund, Inc.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
March 2, 1998
<PAGE>
GT GLOBAL FLOATING RATE FUND, INC.
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Shareholders and Board of Directors of
GT Global Floating Rate Fund, Inc.:
We have audited the accompanying statement of assets and liabilities of GT
Global Floating Rate Fund, Inc., (the "Fund") including the portfolio of
investments, as of December 31, 1997, the related statement of operations, the
statements of changes in net assets and the financial highlights for the period
from May 1, 1997 (commencement of operations) to December 31, 1997. These
financial statements and the financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and the financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1997, by correspondence with the custodian and financial
intermediaries. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial position of GT
Global Floating Rate Fund, Inc. as of December 31, 1997, the results of its
operations, the changes in its net assets and the financial highlights for the
period from May 1, 1997 (commencement of operations) to December 31, 1997, in
conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
BOSTON, MASSACHUSETTS
FEBRUARY 17, 1998
F1
<PAGE>
GT GLOBAL FLOATING RATE FUND, INC. -- CONSOLIDATED
PORTFOLIO OF INVESTMENTS
December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MOODY'S PRINCIPAL VALUE % OF NET
SENIOR SECURED FLOATING RATE INTERESTS{.:}{/\} RATING{*} AMOUNT (NOTE 1) ASSETS
- ------------------------------------------------------------- -------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Services (35.1%)
Star Markets, Inc.: ....................................... Ba3 -- -- 3.7
RETAILERS-FOOD
Term loan C due 12/31/02 ................................ -- 6,000,000 $ 6,000,000 --
KSL Recreation Group, Inc.: ............................... B2 -- -- 3.3
LEISURE & TOURISM
Term loan B due 4/30/06 ................................. -- 1,964,286 1,971,652 --
Term loan A due 4/30/05 ................................. -- 1,964,286 1,969,196 --
Revolving credit due 4/30/03 ............................ -- 1,432,654 1,432,654 --
Bridge Information Systems, Inc.: ......................... B1 -- -- 3.1
BUSINESS & PUBLIC SERVICES
Term loan B due 12/31/04 ................................ -- 5,000,000 5,000,000 --
Price Communications Cellular Holdings, Inc.: ............. Ba3 -- -- 3.1
WIRELESS COMMUNICATIONS
Term loan B due 9/30/06 ................................. -- 2,790,000 2,791,757 --
Term loan A due 9/30/05 ................................. -- 2,210,000 2,207,238 --
21st Century Newspapers, Inc.: ............................ B1 -- -- 3.1
BROADCASTING & PUBLISHING
Term loan due 9/15/05 ................................... -- 5,000,000 4,993,750 --
Omni Services, Inc.: ...................................... NR -- -- 3.1
BUSINESS & PUBLIC SERVICES
Axel loan due 10/30/05 .................................. -- 4,975,000 4,975,000 --
Hard Rock Hotels, Inc.: ................................... B1 -- -- 2.4
LEISURE & TOURISM
Term loan B due 9/30/04 ................................. -- 1,500,000 1,501,875 --
Term loan C due 9/30/05 ................................. -- 1,500,000 1,501,875 --
Term loan A due 9/30/03 ................................. -- 1,000,000 1,001,250 --
ASC-West, Inc.: ........................................... B1 -- -- 2.2
LEISURE & TOURISM
Term loan due 5/31/06 ................................... -- 3,571,429 3,569,643 --
Comcorp Broadcasting, Inc.: ............................... B1 -- -- 1.9
BROADCASTING & PUBLISHING
Term loan B due 9/30/05 ................................. -- 3,048,780 3,044,970 --
Outdoor Systems, Inc.: .................................... Ba2 -- -- 1.9
BUSINESS & PUBLIC SERVICES
Term loan due 6/30/04 ................................... -- 3,000,000 3,003,750 --
Atlas Freighter Leasing, Inc.: ............................ Ba3 -- -- 1.9
TRANSPORTATION - SHIPPING
Term loan due 5/29/04 ................................... -- 3,000,000 3,000,000 --
Decision One Corp.: ....................................... B1 -- -- 1.8
BUSINESS & PUBLIC SERVICES
Term loan B due 8/6/05 .................................. -- 2,992,500 2,996,241 --
White Knight Broadcasting, Inc.: .......................... B1 -- -- 1.2
BROADCASTING & PUBLISHING
Term loan B due 9/30/05 ................................. -- 1,951,220 1,948,780 --
Coinmach Laundry Corp.: ................................... Ba3 -- -- 0.8
CONSUMER SERVICES
Term loan B due 12/31/03 ................................ -- 1,436,170 1,436,170 --
ASC East, Inc.: ........................................... B1 -- -- 0.8
LEISURE & TOURISM
Term loan due 5/31/06 ................................... -- 1,428,571 1,427,857 --
</TABLE>
The accompanying notes are an integral part of the financial statements.
F2
<PAGE>
GT GLOBAL FLOATING RATE FUND, INC. -- CONSOLIDATED
PORTFOLIO OF INVESTMENTS (cont'd)
December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MOODY'S PRINCIPAL VALUE % OF NET
SENIOR SECURED FLOATING RATE INTERESTS{.:}{/\} RATING{*} AMOUNT (NOTE 1) ASSETS
- ------------------------------------------------------------- -------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Services (Continued)
Affinity Group: ........................................... Ba3 -- -- 0.8
LEISURE & TOURISM
Term loan due 3/31/02 ................................... -- 1,062,500 $ 1,057,188 --
Revolving Credit due 3/31/02 ............................ -- 205,000 203,975 --
------------
57,034,821
------------
Materials/Basic Industry (15.0%)
Huntsman Corp.: ........................................... Ba3 -- -- 3.1
CHEMICALS
Term loan B due 6/30/04 ................................. -- 5,000,000 5,006,250 --
Huntsman Specialty Chemicals Corp.: ....................... Ba2 -- -- 3.1
CHEMICALS
Term loan due 3/15/07 ................................... -- 2,727,273 2,727,273 --
Term loan C due 3/15/05 ................................. -- 2,250,000 2,254,230 --
Sterling Pulp Chemicals (SASK) Ltd.: ...................... B1 -- -- 2.5
CHEMICALS
Term loan B due 6/30/05 ................................. -- 3,967,996 3,963,036 --
Acme Metals, Inc.: ........................................ B1 -- -- 2.2
METALS - STEEL
Term loan due 12/1/05 ................................... -- 3,500,000 3,495,625 --
Stone Container International Services, Inc.: ............. Ba3 -- -- 2.2
PAPER/PACKAGING
Term loan E due 10/1/03 ................................. -- 3,482,500 3,491,206 --
Crown Paper Co.: .......................................... Ba3 -- -- 1.9
PAPER/PACKAGING
Term loan B due 8/23/03 ................................. -- 2,984,733 2,977,271 --
------------
23,914,891
------------
Capital Goods (14.2%)
Dictaphone Corp.: ......................................... B3 -- -- 3.1
OFFICE EQUIPMENT
Term loan C due 12/31/02 ................................ -- 2,500,000 2,500,000 --
Term loan B due 6/30/02 ................................. -- 2,500,000 2,496,875 --
Genicom Corp.: ............................................ B1 -- -- 3.0
OFFICE EQUIPMENT
Term loan B due 9/5/04 .................................. -- 4,968,750 4,971,880 --
United Defense Investors, Inc.: ........................... Ba3 -- -- 2.6
AEROSPACE/DEFENSE
Term loan B due 10/6/05 ................................. -- 2,033,043 2,043,208 --
Term loan C due 10/6/06 ................................. -- 1,972,782 1,982,646 --
Telex Communications, Inc.: ............................... Ba3 -- -- 2.2
ELECTRICAL PLANT/EQUIPMENT
Term loan B due 11/6/04 ................................. -- 3,500,000 3,500,000 --
Les, Inc.: ................................................ Ba3 -- -- 1.8
ENVIRONMENTAL
Term loan B due 5/15/04 ................................. -- 1,492,500 1,503,694 --
Term loan C due 5/15/05 ................................. -- 1,492,500 1,503,694 --
Amphenol Corp.: ........................................... Ba3 -- -- 1.5
ELECTRICAL PLANT/EQUIPMENT
Term loan B due 10/3/06 ................................. -- 2,390,625 2,410,061 --
------------
22,912,058
------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F3
<PAGE>
GT GLOBAL FLOATING RATE FUND, INC. -- CONSOLIDATED
PORTFOLIO OF INVESTMENTS (cont'd)
December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MOODY'S PRINCIPAL VALUE % OF NET
SENIOR SECURED FLOATING RATE INTERESTS{.:}{/\} RATING{*} AMOUNT (NOTE 1) ASSETS
- ------------------------------------------------------------- -------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Health Care (12.2%)
Paragon Health Network, Inc.: ............................. B1 -- -- 3.0
HEALTH CARE SERVICES
Term loan B due 3/31/05 ................................. -- 2,500,000 $ 2,496,875 --
Term loan C due 3/31/06 ................................. -- 2,500,000 2,496,875 --
Genesis Health Ventures, Inc.: ............................ Ba3 -- -- 2.1
HEALTH CARE SERVICES
Term loan B due 9/30/04 ................................. -- 1,662,500 1,668,735 --
Term loan C due 6/30/05 ................................. -- 1,661,111 1,667,340 --
Dade International, Inc.: ................................. B1 -- -- 1.8
MEDICAL TECHNOLOGY & SUPPLIES
Term loan C due 12/31/03 ................................ -- 1,705,311 1,707,443 --
Term loan B due 12/31/02 ................................ -- 1,034,854 1,036,146 --
Sterling Diagnostic Imaging, Inc.: ........................ B1 -- -- 1.5
MEDICAL TECHNOLOGY & SUPPLIES
Term loan B due 6/30/05 ................................. -- 2,500,000 2,501,574 --
Endo Pharmaceuticals, Inc.: ............................... B1 -- -- 1.5
PHARMACEUTICALS
Term loan B due 6/30/04 ................................. -- 2,500,000 2,500,625 --
Leiner Health Products Group: ............................. Ba3 -- -- 1.2
PHARMACEUTICALS
Term loan C due 12/30/05 ................................ -- 1,990,000 1,990,000 --
The Multicare Companies, Inc.: ............................ B1 -- -- 1.1
HEALTH CARE SERVICES
Term loan B due 9/30/04 ................................. -- 1,246,875 1,251,551 --
Term loan C due 6/1/05 .................................. -- 415,278 416,835 --
------------
19,733,999
------------
Consumer Durables (11.2%)
Goodman Manufacturing Company, L.P.: ...................... Ba3 -- -- 3.1
APPLIANCES & HOUSEHOLD DURABLES
Term loan B due 9/30/04 ................................. -- 2,500,000 2,503,125 --
Term loan C due 9/30/05 ................................. -- 2,500,000 2,503,125 --
American Axle & Manufacturing of Michigan, Inc.: .......... Ba3 -- -- 3.1
AUTO PARTS
Term loan due 4/30/06 ................................... -- 5,000,000 5,006,250 --
Cambridge Industries, Inc.: ............................... B1 -- -- 1.8
AUTO PARTS
Term loan B due 6/30/05 ................................. -- 3,000,000 3,003,750 --
Joan Fabric Corp.: ........................................ B1 -- -- 1.8
AUTO PARTS
Term loan B due 6/30/05 ................................. -- 1,973,684 1,976,151 --
Term loan C due 6/30/06 ................................. -- 1,026,316 1,027,599 --
Manchester Tank & Equipment Co.: .......................... Ba3 -- -- 1.4
APPLIANCES & HOUSEHOLD DURABLES
Term loan B1 due 8/23/04 ................................ -- 2,281,382 2,275,679 --
------------
18,295,679
------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F4
<PAGE>
GT GLOBAL FLOATING RATE FUND, INC. -- CONSOLIDATED
PORTFOLIO OF INVESTMENTS (cont'd)
December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MOODY'S PRINCIPAL VALUE % OF NET
SENIOR SECURED FLOATING RATE INTERESTS{.:}{/\} RATING{*} AMOUNT (NOTE 1) ASSETS
- ------------------------------------------------------------- -------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Consumer Non-Durables (5.5%)
Del Monte Corp.: .......................................... B2 -- -- 4.0
FOOD
Term loan B due 3/31/05 ................................. -- 6,375,000 $ 6,390,938 --
Sun Apparel, Inc.: ........................................ B1 -- -- 1.5
TEXTILES & APPAREL
Term loan B due 9/30/04 ................................. -- 2,500,000 2,493,750 --
------------
8,884,688
------------
Finance (2.2%)
WCI Communities Limited Partnership, Inc.: ................ B1 -- -- 2.2
REAL ESTATE
Term loan due 2/18/00 ................................... -- 3,500,000 3,482,500 --
------------
3,482,500
------------
Energy (1.7%)
Centennial Resources, Inc.: ............................... B2 -- -- 1.7
COAL
Term loan B due 3/31/04 ................................. -- 1,966,667 1,954,375 --
Term loan A due 3/31/02 ................................. -- 850,000 844,688 --
------------
2,799,063 --
------------ -----
TOTAL SENIOR SECURED FLOATING RATE INTERESTS (cost
$156,936,118) .............................................. 157,057,699 97.1
------------ -----
<CAPTION>
VALUE % OF NET
REPURCHASE AGREEMENT (NOTE 1) ASSETS
- ------------------------------------------------------------- ------------ -------------
<S> <C> <C> <C> <C>
Dated December 31, 1997, with State Street Bank & Trust
Co., due January 2, 1998, for an effective yield of 5.80%,
collateralized by $1,670,000 Fannie Mae Collateralized
Mortgage Obligation, 7.00%, due 8/25/19 (market value of
collateral is $1,636,600, including accrued interest).
(cost $1,603,000) ....................................... 1,603,000 1.0
------------ -----
TOTAL INVESTMENTS (cost $158,539,118) * .................... 158,660,699 98.1
Other Assets and Liabilities ................................ 3,036,442 1.9
------------ -----
NET ASSETS .................................................. $161,697,141 100.0
------------ -----
------------ -----
</TABLE>
- --------------
{.:} Senior secured corporate loans and senior secured debt securities
in the Fund's portfolio generally have variable rates which adjust
to a base, such as the London Inter-Bank Offered Rate ("LIBOR"), on
set dates, typically every 30 days but not greater than one year;
and/or have interest rates that float at a margin above a widely
recognized base lending rate such as the Prime Rate of a designated
U.S. bank. Senior secured floating rate interests are, at present,
not readily marketable and may be subject to restrictions on
resale.
{/\} Senior secured floating rate interests often require prepayments
from excess cash flow or permit the borrower to repay at its
election. The degree to which borrowers repay, whether as a
contractual requirement or at their election, cannot be predicted
with accuracy. As a result, the actual remaining maturity may be
substantially less than the stated maturities shown. However, it is
anticipated that the senior secured floating rate interests will
have an expected average life of three to five years.
{*} Ratings of issues shown have not been audited by Coopers & Lybrand
L.L.P.
* For Federal income tax purposes, cost is $158,539,118 and
appreciation (depreciation) is as follows:
<TABLE>
<S> <C>
Unrealized appreciation: $ 214,071
Unrealized depreciation: (92,490)
-------------
Net unrealized appreciation: $ 121,581
-------------
-------------
</TABLE>
Abbreviation:
NR--Not rated
The accompanying notes are an integral part of the financial statements.
F5
<PAGE>
GT GLOBAL FLOATING RATE FUND, INC. -- CONSOLIDATED
STATEMENT OF ASSETS
AND LIABILITIES
December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Assets:
Investments at value (cost $158,539,118) (Note 1)................................................. $ 158,660,699
U.S. currency..................................................................................... 142
Receivable for Fund shares sold................................................................... 2,274,365
Interest receivable............................................................................... 1,326,686
Unamortized organizational costs (Note 1)......................................................... 183,844
Receivable for investments sold................................................................... 155,387
Miscellaneous receivable.......................................................................... 20,013
-------------
Total assets.................................................................................... 162,621,136
-------------
Liabilities:
Payable for distribution.......................................................................... 556,765
Deferred facility fees (Note 1)................................................................... 188,995
Payable for professional fees..................................................................... 87,099
Payable for printing and postage expenses......................................................... 36,921
Payable for investment management and administration fees (Note 2)................................ 12,686
Payable for transfer agent fees (Note 2).......................................................... 11,407
Payable for fund accounting fees (Note 2)......................................................... 3,888
Payable for custodian fees........................................................................ 3,097
Payable for Directors' and Trustees' fees and expenses (Note 2)................................... 2,170
Payable for registration and filing fees.......................................................... 300
Other accrued expenses............................................................................ 20,567
-------------
Total liabilities............................................................................... 923,895
-------------
Minority interest (Note 1)........................................................................ 100
-------------
Net assets.......................................................................................... $ 161,697,141
-------------
-------------
Net asset value per share ($161,697,141 DIVIDED BY 16,133,537 shares outstanding)................... $ 10.02
-------------
-------------
Net assets consist of:
Paid in capital (Note 4).......................................................................... $ 161,425,005
Accumulated net realized gain on investments (Note 1)............................................. 150,555
Net unrealized appreciation of investments........................................................ 121,581
-------------
Total -- representing net assets applicable to capital shares outstanding........................... $ 161,697,141
-------------
-------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F6
<PAGE>
GT GLOBAL FLOATING RATE FUND, INC. -- CONSOLIDATED
STATEMENT OF OPERATIONS
May 1, 1997 (commencement of operations) to December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Investment income:
Interest income..................................................................................... $6,533,620
Interest expense.................................................................................... (110,001)
Facility fees earned (Note 1)....................................................................... 33,021
---------
Total investment income........................................................................... 6,456,640
---------
Expenses:
Investment management and administration fees (Note 2).............................................. 872,601
Professional fees................................................................................... 495,515
Registration and filing fees........................................................................ 216,417
Printing and postage expenses....................................................................... 115,125
Transfer agent fees (Note 2)........................................................................ 67,450
Directors' and Trustees' fees and expenses (Note 2)................................................. 30,459
Amortization of organization costs (Note 1)......................................................... 28,506
Fund accounting fees (Note 2)....................................................................... 21,982
Custodian fees...................................................................................... 4,490
Other expenses...................................................................................... 7,989
---------
Total expenses before reductions.................................................................. 1,860,534
Expenses reimbursed by Chancellor LGT Asset Management, Inc..................................... (755,344)
---------
Total net expenses................................................................................ 1,105,190
---------
Net investment income................................................................................. 5,351,450
---------
Net realized and unrealized gain on investments: (Note 1)
Net realized gain on investments.................................................................... 150,555
Net unrealized appreciation of investments.......................................................... 121,581
---------
Net realized and unrealized gain on investments....................................................... 272,136
---------
Net increase in net assets resulting from operations.................................................. $5,623,586
---------
---------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F7
<PAGE>
GT GLOBAL FLOATING RATE FUND, INC. -- CONSOLIDATED
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MAY 1, 1997
(COMMENCEMENT
OF
OPERATIONS)
TO
DECEMBER 31,
1997
-------------
<S> <C>
Increase in net assets
Operations:
Net investment income................. $ 5,351,450
Net realized gain on investments...... 150,555
Net change in unrealized appreciation
of investments....................... 121,581
-------------
Net increase in net assets resulting
from operations.................... 5,623,586
-------------
Distributions to shareholders: (Note 1)
From net investment income............ (5,351,450)
-------------
Capital share transactions: (Note 4)
Increase from capital shares sold and
reinvested........................... 168,538,536
Decrease from capital shares
repurchased.......................... (7,213,531)
-------------
Net increase from capital share
transactions....................... 161,325,005
-------------
Total increase in net assets............ 161,597,141
Net assets:
Beginning of period................... 100,000
-------------
End of period *....................... $161,697,141
-------------
-------------
* Includes undistributed net investment
income of.............................. $ --
-------------
-------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F8
<PAGE>
GT GLOBAL FLOATING RATE FUND, INC. -- CONSOLIDATED
STATEMENT OF CASH FLOWS
May 1, 1997 (commencement of operations) to December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Cash Provided by Operating Activities:
Net increase in net assets resulting from operations...... $ 5,623,586
Adjustments to reconcile net increase in net assets
resulting from operations to net cash provided by
operating activities:
Increase in receivables................................. (1,346,699)
Decrease in unamortized organizational costs............ 28,506
Net realized and unrealized gain on investments......... (272,136)
Increase in payables.................................... 522,650
Deferred facility fees.................................. 188,995
-------------
Net cash provided by operating activities............. 4,744,902
-------------
Cash Used for Investing Activities:
Proceeds from principal payments and sales of senior
secured floating rate interests.......................... 88,648,228
Purchases senior secured floating rate interests.......... (245,589,178)
Purchases of short-term investments....................... (240,820,000)
Proceeds from sales and maturities of short-term
investments.............................................. 239,217,000
-------------
Net cash used for investing activities................ (158,543,950)
-------------
Cash Provided by Financing activities:
Proceeds from capital shares sold......................... 164,043,615
Redemptions from capital shares repurchased............... (7,213,531)
Proceeds from bank line of credit......................... 45,391,534
Repayment of bank line of credit.......................... (45,391,534)
Dividends paid to shareholders............................ (3,130,894)
-------------
Net cash provided by financing activities............. 153,699,190
-------------
Net decrease in cash...................................... (99,858)
Cash, beginning of the period............................. 100,000
-------------
Cash, end of the period................................... $ 142
-------------
-------------
Non-Cash Financing Activities:
Capital shares issued in reinvestment of dividends paid to
shareholders............................................. $ 2,220,556
-------------
-------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F9
<PAGE>
GT GLOBAL FLOATING RATE FUND, INC. -- CONSOLIDATED
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding,
total investment return, ratios and supplemental data. This information has been
derived from information provided in the financial statements.
<TABLE>
<CAPTION>
MAY 1, 1997
(COMMENCEMENT
OF
OPERATIONS)
TO
DECEMBER 31,
1997
-------------
<S> <C>
Per Share Operating Performance:
Net asset value, beginning of period............................................ $ 10.00
-------------
Income from investment operations:
Net investment income......................................................... 0.46
Net realized and unrealized gain on investments............................... 0.02
-------------
Net increase from investment operations..................................... 0.48
-------------
Distributions to shareholders:
From net investment income.................................................... (0.46)
-------------
Net asset value, end of period.................................................. $ 10.02
-------------
-------------
Total investment return (c).................................................... 5.04% (b)
Ratios and supplemental data:
Net assets, end of period (in 000's)............................................ $161,697
Ratio of net investment income to average net assets:
With expense reductions....................................................... 7.26% (a)
Without expense reductions.................................................... 6.24% (a)
Ratio of expenses to average net assets:
With expense reimbursement by Chancellor LGT Asset Management, Inc. (Note
2)........................................................................... 1.50% (a)
Without expense reimbursement by Chancellor LGT Asset Management, Inc......... 2.52% (a)
Ratio of interest expense to average net assets................................. 0.15%
Portfolio turnover rate......................................................... 118% (a)
</TABLE>
- --------------
(a) Annualized
(b) Not annualized
(c) Total investment return does not include sales charges.
The accompanying notes are an integral part of the financial statements.
F10
<PAGE>
GT GLOBAL FLOATING RATE FUND, INC.
NOTES TO
FINANCIAL STATEMENTS
December 31, 1997
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES
GT Global Floating Rate Fund, Inc. ("Fund") is organized as a Maryland
corporation and is registered under the Investment Company Act of 1940, as
amended ("1940 Act") as a continuously offered non-diversified, closed-end
management investment company.
The Fund invests all of its investable assets in the Floating Rate Portfolio
("Portfolio"). The Portfolio is organized as a Delaware business trust and is
registered under the 1940 Act as a non-diversified, closed-end management
investment company.
The Portfolio has investment objectives, policies, and limitations substantially
identical to those of the Fund. Therefore, the financial statements of the Fund
and the Portfolio have been presented on a consolidated basis, and represent all
activities of both the Fund and Portfolio. Through December 31, 1997, all of the
beneficial interest in the Portfolio was owned either by the Fund or Chancellor
LGT Asset Management, Inc., which has a nominal ($100) investment in the
Portfolio.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of income and expenses during the reporting period. Actual
results could differ from those estimates. The following is a summary of
significant accounting policies in conformity with generally accepted accounting
principles consistently followed by the Funds in the preparation of the
financial statements.
(A) PORTFOLIO VALUATION
The Portfolio invests primarily in senior secured corporate loans ("Corporate
Loans") and senior secured debt securities ("Corporate Debt Securities") that
meet credit standards established by Chancellor LGT Senior Secured Management,
Inc. (the "Manager").
When possible, the Manager will rely on quotations provided by banks, dealers or
pricing services with respect to Corporate Loans and Corporate Debt Securities.
Whenever it is not possible to obtain such quotes, the Manager, subject to
guidelines reviewed by the Portfolio's Board of Trustees, values the Corporate
Loans and Corporate Debt Securities at Fair Value, which approximates market
value. In valuing a Corporate Loan or Corporate Debt Security, the Manager
considers, among other factors, (i) the creditworthiness of the U.S. or non-U.S.
Company borrowing or issuing Corporate Debt Securities ("Borrower") and any
intermediate loan participants, (ii) the current interest rate, period until
next interest rate reset and maturity of the Corporate Loan or Corporate Debt
Security, (iii) recent prices in the market for instruments of similar quality,
rate, period until next interest rate reset and maturity.
The value of interest rate swaps, caps and floors is determined in accordance
with a formula and then confirmed periodically by obtaining a bank quotation.
Obligations with remaining maturities of 60 days or less are valued at amortized
cost unless this method no longer produces fair valuations. Repurchase
agreements are valued at cost plus accrued interest. Rights or warrants to
acquire stock or stock acquired pursuant to the exercise of a right or warrant,
may be valued taking into account various factors such as original cost to the
Portfolio, earnings and net worth of the issuer, market prices for securities of
similar issuers, assessment of the issuer's future prosperity, liquidation value
or third party transactions involving the issuer's securities.
Investments for which market quotations are not readily available (including
restricted securities which are subject to limitations on their sale) are valued
at fair value as determined in good faith by or under the direction of the
Portfolio's Board of Trustees.
(B) REPURCHASE AGREEMENTS
With respect to repurchase agreements entered into by the Portfolio, it is the
Portfolio's policy to always receive, as collateral, United States government
securities or other high quality debt securities of which the value, including
accrued interest, is at least equal to the amount to be repaid to the Portfolio
under each agreement at its maturity.
(C) FOREIGN CURRENCY SWAPS
Foreign currency swaps are the exchange by the Portfolio with another party (the
"counterparty") of the right to receive the currency in which a loan is
denominated for the right to receive U.S. dollars.
The Portfolio may enter into a transaction subject to a foreign currency swap
only if, at the time of entering into such swap, the outstanding debt
obligations of the counterparty are investment grade or determined to be of
comparable quality in the judgement of the Manager. The amounts of U.S. dollar
payments to be received by the Portfolio and the foreign currency payments to be
received by the counterparty are fixed at the time the swap arrangement is
entered into. The swap protects the Portfolio from fluctuations in exchange
rates and locks in the right to receive payments under the loan in a
predetermined amount of U.S. dollars.
(D) SECURITY TRANSACTIONS
Security transactions are accounted for on the trade date (date the order to buy
or sell is executed). The cost of securities sold is determined on a first-in,
first-out basis, unless otherwise specified. The Portfolio may trade securities
on other than normal settlement terms. This may increase the market risk if the
other party to the transaction fails to deliver and causes the Portfolio to
subsequently invest at less advantageous prices.
(E) TAXES
It is the policy of the Fund to meet the requirements for qualification as a
"regulated investment company" under the Internal Revenue
F11
<PAGE>
GT GLOBAL FLOATING RATE FUND, INC.
Code of 1986, as amended ("Code"). It is also the intention of the Fund to make
distributions sufficient to avoid imposition of any excise tax under Section
4982 of the Code. Therefore, no provision has been made for Federal taxes on
income, capital gains, and unrealized appreciation of securities held, or excise
tax on income and capital gains.
(F) DISTRIBUTIONS TO SHAREHOLDERS
Distributions to shareholders from net investment income are declared daily and
paid or reinvested monthly. Income and capital gain distributions are determined
in accordance with Federal income tax regulations which may differ from
generally accepted accounting principles. These differences are primarily due to
differing treatments of income and gains on various investment securities held
by the Portfolio and timing differences.
(G) DEFERRED ORGANIZATIONAL EXPENSES
Expenses incurred by the Fund or Portfolio in connection with its organization,
its registration with the Securities and Exchange Commission and with various
states aggregated $212,350. These expenses are being amortized on a straightline
basis over a five-period period.
(H) RESTRICTED SECURITIES
The Portfolio may invest all or substantially all of its assets in Corporate
Loans, Corporate Debt Securities or other securities that are rated below
investment grade by a nationally recognized statistical rating organization, or
in comparable unrated securities. The Portfolio is permitted to invest in
privately placed restricted securities. These securities may be resold in
transactions exempt from registration or to the public if the securities are
registered. Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
(I) SECURITIES PURCHASED ON A WHEN-ISSUED AND DELAYED DELIVERY BASIS
The Portfolio may purchase and sell interests in Corporate Loans and Corporate
Debt Securities and other portfolio securities on a when-issued and delayed
delivery basis, with payment and delivery scheduled for a future date. No income
accrues to the Portfolio on such interests or securities in connection with such
transactions prior to the date the Portfolio actually takes delivery of such
interests or securities. These transactions are subject to market fluctuations
and are subject to the risk that the value at delivery may be more or less than
the trade date purchase price. Although the Portfolio will generally purchase
these securities with the intention of acquiring such securities, they may sell
such securities before the settlement date. These securities are identified on
the accompanying Portfolio of Investments. The Portfolio has set aside
sufficient cash or liquid high grade debt securities as collateral for these
purchase commitments.
(J) LINE OF CREDIT
The Fund, along with certain other funds ("GT Funds") advised or administered by
Chancellor LGT Asset Management, Inc., has a line of credit with BankBoston and
State Street Bank & Trust Company. The arrangements with the banks allow the
Fund, along with the GT Funds, to borrow an aggregate maximum amount of
$250,000,000. The Fund is limited to borrowing up to 33 1/3% of the value of its
total assets.
During the period from May 1, 1997 (commencement of operations) to December 31,
1997, the weighted average outstanding daily balance of bank loans (based on the
number of days the loans were outstanding) was $1,674,967 with a weighted
average interest rate of 6.25%.
(K) INTEREST RATE SWAPS
Interest rate swaps involve the exchange by the Portfolio with another party of
their respective commitments to pay or receive interest, such as an exchange of
fixed rate payments for floating rate payments. The Portfolio will enter into
interest rate swaps in order to hedge all of its fixed rate Corporate Loans and
Corporate Debt Securities against fluctuations in interest rates. The Portfolio
usually will enter into interest rate swaps on a net basis, i.e., the two
payment streams are netted out with the Portfolio receiving or paying, as the
case may be, only the net amount of the two payments. The Portfolio will not
enter into any interest rate hedging transaction unless the Manager considers
the credit quality of the unsecured senior debt or the claims-paying ability of
the other party thereto to be investment grade. The risk of loss with respect to
interest rate swaps is limited to the net amount of interest payments that the
Portfolio is contractually obligated to make.
(L) INVESTMENT INCOME
Investment income is recorded on an accrual basis. Where a high level of
uncertainty exists as to collection of income on securities, income is recorded
net of all withholding tax with any rebate recorded when received. Facility fees
received are recognized as income ratable over the expected life of the loan.
Market discounts are accreted over the stated life of each applicable security.
2. RELATED PARTIES
Chancellor LGT Senior Secured Management, Inc. is the Portfolio's investment
manager and administrator. The Portfolio pays investment management and
administration fees to the Manager at the annualized rate of 0.95% of the
Portfolio's average daily net assets. Chancellor LGT Asset Management, Inc., an
affiliate of the Manager, ("Chancellor LGT") acts as administrator of the Fund.
The Fund pays Chancellor LGT administration fees, which are computed and paid
monthly, at an annualized rate of 0.25% of the Fund's average daily net assets.
GT Global, Inc., an affiliate of the Manager, acts as the distributor of the
shares of Common Stock of the Fund.
The Manager, Chancellor LGT and GT Global voluntarily have undertaken during the
first year of operations to limit the Fund's expenses (exclusive of brokerage
commissions, taxes, interest, and extraordinary expenses) to the maximum annual
rate of 1.50% of the average daily net assets of the Fund.
GT Global Investor Services, Inc. ("GT Services"), an affiliate of the Manager,
Chancellor LGT and GT Global, is the transfer agent of the
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GT GLOBAL FLOATING RATE FUND, INC.
Funds. For performing shareholder servicing, reporting, and general transfer
agent services, GT Services receives an annual maintenance fee of $17.50 per
account, a new account fee of $4.00 per account, a per transaction fee of $1.75
for all transactions other than exchanges and a per exchange fee of $2.25. GT
Services also is reimbursed by the Funds for its out-of-pocket expenses for such
items as postage, forms, telephone charges, stationery and office supplies.
Chancellor LGT is the pricing and accounting agent for the Fund and Portfolio.
Each of the Fund and the Portfolio pays a monthly fee for these services to
Chancellor LGT at the annualized rate, respectively of .02% and .01% of their
average daily net assets.
The Fund pays each of its Directors who is not an employee, officer or director
of the Manager or any of its affiliated companies $5,000 per year plus $300 for
each meeting of the board attended by the Director and reimburses travel and
other expenses incurred in connection with attending board meetings. The
Portfolio pays each of its Trustees who is not an employee, officer, or director
of the Manager or any of its affiliated companies $500 per year plus $150 for
each meeting of the board or any committee thereof attended by the Trustee.
3. PURCHASES AND SALES OF SECURITIES
During the period from May 1, 1997 (commencement of operations) to December 31,
1997, purchases and sales of investments by the Portfolio, other than U.S.
government obligations and short-term investments, aggregated $245,594,061 and
$88,803,615, respectively. There were no purchases or sales of U.S. government
obligations by the Portfolio for the period ended December 31, 1997.
4. CAPITAL SHARES
At December 31, 1997, the Fund is authorized to issue 1 billion shares of
capital stock, $0.001 par value, all of which is classified as Common Stock.
<TABLE>
<CAPTION>
MAY 1, 1997
(COMMENCEMENT OF
OPERATIONS)
TO DECEMBER 31, 1997
------------------------
SHARES AMOUNT
---------- ------------
<S> <C> <C>
Shares sold......................................................................................... 16,621,817 $166,317,980
Shares issued in connection with reinvestment of distributions...................................... 221,712 2,220,556
---------- ------------
16,843,529 168,538,536
Shares repurchased.................................................................................. (719,992) (7,213,531)
---------- ------------
Net increase........................................................................................ 16,123,537 $161,325,005
---------- ------------
---------- ------------
</TABLE>
5. AFFILIATED SHAREHOLDER
As of year end December 31, 1997, LGT Asset Management, Inc. ("LGTAM"), GT
Global and their affiliates own approximately 12.5% of the Fund's outstanding
shares of Common Stock.
6. UNFUNDED LOAN INTEREST
As of December 31, 1997, the Fund had unfunded loan commitments of $5,247,604,
which could be extended at the option of the borrower, pursuant to the following
loan agreements:
<TABLE>
<CAPTION>
UNFUNDED
BORROWER COMMITMENTS
- --------------------------------------------- --------------
<S> <C>
KSL Recreation Group, Inc.................... 1,$138,775
Affinity Group............................... 1,045,000
Coinmach Laundry Corp........................ 3,063,830
</TABLE>
7. TENDER OFFER
The Fund's Board of Directors considers each quarter the making of Tender Offers
which are offers to repurchase all or a portion of its shares of Common Stock
from stockholders at a price per share equal to the net asset value per share of
the Fund's Common Stock determined at the close of business on the day an offer
terminates. Shares of Common Stock held less than four years and which are
repurchased by the Fund pursuant to Tender Offers will be subject to an early
withdrawal charge of up to 3% of the lesser of the then current net asset value
or the original purchase price of the Common Stock being tendered.
8. INTERMEDIATE LOAN PARTICIPANTS
The portfolio invests primarily in senior secured corporate loans from US or
non-US companies ("Borrowers"). The investment of the Portfolio may take the
form of participation interests or assignments. When the Portfolio purchases a
participation interest from a syndicate of lenders ("Lenders"), one or more of
which administers the loan on behalf of all the Lenders (the "Agent Bank"), the
Portfolio would be required to rely on the Lender that sold the participation
interest not only for the enforcement of the Portfolio's rights against the
Borrower but also for the receipt and processing of payments due to the
Portfolio under the participation. As such, the Portfolio is subject to the
credit risk of the Borrower, the Agent Bank, and Lender who sold the
participation interest.
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<PAGE>
GT GLOBAL FLOATING RATE FUND, INC.
9. SUBSEQUENT EVENT
On January 30, 1998, Liechtenstein Global Trust ("LGT") and AMVESCAP PLC
("AMVESCAP") entered into an agreement by which AMVESCAP will acquire LGT's
Asset Management Division, including Chancellor LGT Senior Secured Management,
Inc. and Chancellor LGT Asset Management, Inc. AMVESCAP is the holding company
of the AIM and INVESCO asset management businesses.
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