<PAGE>
Filed with the Securities and Exchange Commission on January 19, 1996
1933 Act File Nos. 33-28516, 33-30268, 33-34922, 33-63623
1940 Act File No. 811-05808
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)
EATON VANCE PRIME RATE RESERVES
(Name of Issuer)
EATON VANCE PRIME RATE RESERVES
(Name of Person(s) Filing Statement)
Shares of Beneficial Interest, Without Par Value
(Title of Class of Securities)
277913 10 9
(CUSIP Number of Class of Securities)
H. Day Brigham, Jr.
Eaton Vance Management
24 Federal Street, Boston, Massachusetts 02110
(617) 482-8260
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
January 22, 1996
(Date Tender Offer First Published,
Sent or Given to Security Holders)
Calculation of Filing Fee
-------------------------
Transaction Valuation Amount of Filing Fee
- ---------------------------------------------------- --------------------
No. of Shares Price/Share Total Value
- ------------- ----------- -----------
7,500,000 $10.01 $75,075,000 $15,015
/ / 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.
<PAGE>
Background
- ----------
Eaton Vance Prime Rate Reserves (the "Fund"), is a closed-end,
non-diversified management investment company (File Nos. 33-63623 and 811-05808)
registered under the Investment Company Act of 1940 (the "1940 Act"). As a
closed-end investment company, the Fund does not redeem its shares, but the Fund
continuously offers its shares at net asset value. However, the Fund makes
quarterly tender offers (at the discretion of the Board of Trustees) to provide
some measure of liquidity to the Fund's shareholders because the Fund's shares
are not listed on an exchange or traded in the over-the-counter market.
On February 21, 1995, the Fund converted to a "master-feeder" structure
and now invests all of its assets in the Senior Debt Portfolio (the
"Portfolio"), a separate closed-end non-diversified management investment
company registered under the 1940 Act (File No. 811-8876). The Portfolio also
continuously offers its interests, but the interests are offered privately
(i.e., without conducting a public offering under the Securities Act of 1933),
and are held by an extremely small number of feeder funds. In order to continue
to provide liquidity to Fund shareholders (and to the shareholders of any other
feeder fund), the Portfolio also intends to conduct periodic tender offers.
EV Classic Senior Floating-Rate Fund is a "sister" feeder fund of the
Fund, is registered under the 1940 Act as a closed-end, non-diversified
management investment company, and also offers its shares to the public (File
Nos. 33-64321 and 811-07946). This Fund also invests its assets in the
Portfolio, and in order to provide liquidity to its shareholders, expects to
conduct periodic tender offers.
Introduction
- ------------
The following is a cross-reference sheet pursuant to General Instruction B of
Schedule 13E-4 showing the location in the Offer To Purchase dated January 22,
1996 of Eaton Vance Prime Rate Reserves (the "Offer To Purchase"), submitted
herewith as Exhibit 2, of the information required by Schedule 13E-4. All of the
information contained under the below-referenced captions of the Offer To
Purchase is hereby incorporated by reference.
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Schedule 13E-4 Item and Caption Caption in Offer To Purchase
- ------------------------------- ----------------------------
Item 1 Security and Issuer
----------------------------
(a)......................... Heading.
(b) and (c)................. Heading. Letter. Price;
Number of Shares. Selected Financial
Information.
(d)......................... Inapplicable.
Item 2 Source and Amount of Funds
or Other Consideration
----------------------------
(a)......................... Heading. Source and Amount of Funds.
(b)......................... Inapplicable.
Item 3 Purpose of the Tender Offer
and Plans or Proposals of
the Issuer or Affiliate
----------------------------
(a) through (f)............. Purpose of the Offer. Certain Effects
of the Offer.
The Fund has no present plans or
proposals which relate to or would
result in any extraordinary corporate
transaction, such as a merger,
reorganization, or liquidation,
involving the Fund; a sale or transfer
of a material amount of assets of the
Fund; any material changes in the
Fund's present capitalization (except
as resulting from the Offer or
otherwise set forth in the Offer to
Purchase); or any other material change
in the Fund's corporate structure or
business as a non-diversified
closed-end management investment
company.
(g) through (j)............. Inapplicable.
Item 4 Interest in Securities Selected Financial
of the Issuer Information.
----------------------------
Item 5 Contracts, Arrangements No such contracts,
Understandings or arrangements, understandings
Relationships with or relationships exist between
Respect to the Issuer's the Fund and any person with
Securities respect to the tender offer.
----------------------------
Item 6 Persons Retained, Letter. No person has been
Employed or to Be authorized to make
Compensated solicitations or
---------------------------- recommendations with respect
to the Offer to Purchase.
Item 7 Financial Information
----------------------------
(a)(1) (2) (3) and (4)...... Reference is hereby made to the
Selected Financial Information in the
Offer to Purchase, to the Audited
Financial Statements of the Fund for
the fiscal year ended December 31, 1994
filed as Exhibit (g)(1) to Schedule
13E-4 filed with the Commission on
April 24, 1995 (Accession No.
0000898432-95-000140), and to the
Unaudited Financial Statements dated
June 30, 1995 filed with the Commission
pursuant to Section 30(b)(2) under the
Investment Company Act of 1940 on
August 24, 1995 (Accession No.
0000950156-95-000622) all of which are
incorporated herein by reference.
(b)(1) (2) and (3).......... Inapplicable.
Item 8 Additional Information
----------------------------
(a)......................... Contracts and Relationships with
Affiliates.
<PAGE>
Eaton Vance Distributors, Inc. ("EVD")
is a wholly-owned subsidiary of Eaton
Vance Management, which is a
wholly-owned subsidiary of Eaton Vance
Corp. EVD serves as the Fund's
principal underwriter.
(b) through (d)............. Inapplicable.
(e)......................... Withdrawal Rights. Early Withdrawal
Charge. Extension of Tender Period;
Termination; Amendment. Tax
Consequences.
Item 9 Material to be Filed
as Exhibits
----------------------------
(a) (1)..................... Advertisement printed in THE WALL
STREET JOURNAL.
(2)..................... Offer to Purchase (including Selected
Financial Information).
(3)..................... Letter of Transmittal.
(b)......................... Inapplicable.
(c)......................... Inapplicable.
(d) through (f)............. Inapplicable.
(g) (1)..................... Audited Financial Statements of the
Fund for the fiscal year ended at
December 31, 1994 filed as Exhibit
(g)(1) to Schedule 13E-4 filed with the
Commission on April 24, 1995 (Accession
No. 0000898432-95-000140) and to the
Unaudited Financial Statements dated
June 30, 1995 filed with the Commission
pursuant to Section 30(b)(2) under the
Investment Company Act of 1940 on
August 24, 1995 (Accession No.
0000950156-95-000622) all of which are
incorporated herein by reference.
<PAGE>
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.
January 19, 1996 /s/ James B. Hawkes
- ---------------- ------------------------------------
(Date) James B. Hawkes, President of
Eaton Vance Prime Rate Reserves
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as part of this Issuer Tender Offer
Statement.
Exhibit No. Description
- ----------- -----------
(a)(1) Advertisement printed in THE WALL STREET JOURNAL
(a)(2) Offer to Purchase (including Selected Financial Information)
(a)(3) Letter of Transmittal
<PAGE>
This announcement is not an offer to purchase or a solicitation of an offer to
sell Shares. The Offers are made only by the Offers to Purchase dated January
22, 1996, and the related Letter of Transmittal.
NOTICE OF OFFERS TO PURCHASE FOR CASH
7,500,000 OF THE ISSUED AND OUTSTANDING SHARES OF
EATON VANCE PRIME RATE RESERVES AND
3,000,000 OF THE ISSUED AND OUTSTANDING SHARES OF
EV CLASSIC SENIOR FLOATING-RATE FUND
AT NET ASSET VALUE PER SHARE
Eaton Vance Prime Rate Reserves and EV Classic Senior Floating-Rate Fund (the
"Funds") are offering to purchase 7,500,000 and 3,000,000, respectively, of
their issued and outstanding shares ("Shares") at a price equal to their net
asset values ("NAV") as of the close of the New York Stock Exchange on the
Expiration Date, February 16, 1996. The Offers will expire at 12:00 midnight,
Eastern time, on that date unless extended upon the terms and conditions set
forth in the Offers to Purchase dated January 22, 1996, and the related Letter
of Transmittal, which together constitute the "Offers." The NAV on January 12,
1996, of Eaton Vance Prime Rate Reserves, was $10.01 per Share, and of EV
Classic Senior Floating-Rate Fund was $9.99 per Share. The applicable early
withdrawal charges will be deducted from the proceeds of Shares tendered. The
purpose of the Offers is to provide liquidity to shareholders since the Funds
are unaware of any secondary market which exists for the Shares. The Offers are
not conditioned upon the tender of any minimum number of Shares.
If more than a Fund's Shares offered are duly tendered prior to the expiration
of the Offers, the Fund will, assuming no changes in the factors originally
considered when it was determined to make its Offer, extend its 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 Shares tendered during the extended Offer
period or purchase the original number of Shares offered (or such larger number
of Shares sought) of the Shares tendered on a pro rata basis.
Shares tendered pursuant to the Offers may be withdrawn at any time prior to
12:00 midnight, Eastern time, on February 16, 1996, and, if not yet accepted for
payment. Shares may also be withdrawn after March 18, 1996.
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
Offers to Purchase and is incorporated herein by reference.
Requests for free copies of the Offers to Purchase, Letter of Transmittal and
any other tender offer documents may be directed to Eaton Vance, at the address
and telephone number below. Shareholders who do not own Shares directly may
effect a tender through their broker, dealer or nominee.
[LOGO] EATON VANCE PRIME RATE RESERVES AND
EV CLASSIC SENIOR FLOATING-RATE FUND
EATON VANCE 24 Federal Street
- ---------------- Boston, MA 02110
MUTUAL MFUNDS 1-800-225-6265, Extension 5
January 22, 1996
<PAGE>
OFFERS TO PURCHASE FOR CASH AT NET ASSET VALUE
7,500,000 OF THE ISSUED AND OUTSTANDING SHARES OF
EATON VANCE PRIME RATE RESERVES AND
3,000,000 OF THE ISSUED AND OUTSTANDING SHARES OF
EV CLASSIC SENIOR FLOATING-RATE FUND
THE EXPIRATION DATE AND THE WITHDRAWAL DEADLINE IS 12:00 MIDNIGHT
EASTERN TIME, ON FRIDAY, FEBRUARY 16, 1996 UNLESS EXTENDED.
To the Holders of Shares of
EATON VANCE PRIME RATE RESERVES AND EV CLASSIC SENIOR FLOATING-RATE FUND:
As of January 22, 1996, (the "Commencement Date") Eaton Vance Prime
Rate Reserves and EV Classic Senior Floating-Rate Fund (the "Funds") are
offering to purchase up to 7,500,000 and 3,000,000, respectively, (the
"Designated Number") of their shares of beneficial interest without par value
("Shares") for cash at a price equal to their net asset value ("NAV") as of the
close of the New York Stock Exchange on February 16, 1996 (the "Initial
Expiration Date"), unless extended, upon the terms and conditions set forth in
these Offers to Purchase and the related Letter of Transmittal which together
constitute the "Offers." The later of the Initial Expiration Date or the latest
time and date to which an Offer is extended is hereinafter called the
"Expiration Date." The Funds' NAVs were $10.01 and $9.99, respectively, per
Share on January 12, 1996. The total cost to the Funds of purchasing the
Designated Number of Shares pursuant to the Offer will be approximately
$75,075,000 and $29,970,000, respectively. Any early withdrawal charge
applicable to Shares tendered for purchase will be deducted from the proceeds
sent to shareholders.
If more than the Designated Number of Shares of a Fund are duly
tendered prior to the Expiration Date and not withdrawn, subject to the
condition that there have been no changes in the factors originally considered
by the Board of Trustees when it determined to make the Offer, the relevant 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
Shares tendered during the extended Offer period or (2) purchase the Designated
Number (or such larger number of Shares sought) of the Shares tendered on a pro
rata basis.
NEITHER THE FUNDS NOR THEIR BOARDS OF TRUSTEES MAKES ANY RECOMMENDATION
TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.
EACH SHAREHOLDER MUST MAKE AN INDEPENDENT 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
EITHER 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 A FUND.
Questions, requests for assistance and requests for additional copies
of these Offers to Purchase and, if necessary, the Letter of Transmittal should
be directed to Eaton Vance Prime Rate Reserves or EV Classic Senior
Floating-Rate Fund, 24 Federal Street, Boston, Massachusetts 02110, telephone
number 1-800-225-6265, Ext. 5.
January 22, 1996 EATON VANCE PRIME RATE RESERVES
EV CLASSIC SENIOR FLOATING-RATE FUND
24 Federal Street, Boston, MA 02110
OFFERS TO PURCHASE
1. PRICE; NUMBER OF SHARES. Each Fund will, upon the terms and subject
to the conditions herein purchase up to the Designated Number of its issued and
outstanding Shares which are tendered and not withdrawn prior to the Expiration
Date, unless it determines to accept none of them. 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. Each Fund reserves the right to extend or
terminate its Offer (See Section 8).
The Offers are being made to all shareholders of the Funds and are not
conditioned upon any minimum number of Shares being tendered.
If the number of Shares properly tendered prior to the Expiration Date
and not withdrawn is less than or equal to the Designated Number (or such
greater number of Shares as a Fund may elect to purchase pursuant to its Offer),
the Fund will, upon the terms and subject to the conditions of its Offer,
purchase at NAV all Shares so tendered. If more than the Designated Number are
duly tendered prior to the Expiration Date and not withdrawn, subject to the
condition that there have been no changes in the factors originally considered
by the Board of Trustees when it determined to make the Offer, the relevant 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
Shares tendered during the extended Offer period or (2) purchase the Designated
Number (or such larger number of Shares sought) of the Shares tendered on a pro
rata basis.
Each Fund reserves the right, in its sole discretion, at any time or
from time to time, to extend the period of time during which its Offer is open
by giving oral or written notice of such extension to the Depository and making
a public announcement thereof. There can be no assurance, however, that a Fund
will exercise its right to extend. If either 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, its 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.
If the Shares to be tendered are registered in the shareholder's name
and the necessary documents will be completed and transmitted to the Funds'
Transfer Agent by the shareholder, the procedure for tendering Shares for
purchase pursuant to each Offer is set forth in the Letter of Transmittal, the
provisions of which are incorporated herein by reference. A Letter of
Transmittal is not required if a broker, dealer or other selling group member
will be used to effect the transaction for the shareholder.
Each Fund has been advised that none of its Trustees, officers or
affiliates intends to tender any Shares pursuant to its Offer except that Eaton
Vance Distributors, Inc. ("EVD") may tender any Shares that it has acquired
pursuant to its distribution activities prior to the Expiration Date. The Shares
are not currently traded on any established trading market. The current NAV of
each Fund's Shares may be obtained by calling the Fund at the telephone number
provided above.
2. WITHDRAWAL RIGHTS. Tenders made pursuant to an Offer will be
irrevocable. However, shareholders may withdraw Shares tendered at any time up
to the Expiration Date and, if the Shares have not yet been accepted for payment
by the Fund, at any time after the expiration of 40 Business Days following, and
including, the Commencement Date. Business Day means any day, other than
Saturday, Sunday, or a Federal holiday. A shareholder whose Shares have been
purchased pursuant to this Offer may reinvest any portion or all of his tender
proceeds in Shares of the same Fund on the terms and conditions set forth in the
prospectus under "Eaton Vance Shareholder Services."
3. PURPOSE OF THE OFFER. The Funds do not currently believe that there
is or is likely to be an active secondary market for their Shares. The Trustees
of each Fund have determined that it would be in the best interest of Fund
shareholders to take action to provide liquidity to shareholders and,
accordingly, that the Fund should make this Offer.
4. SOURCE AND AMOUNT OF FUNDS. Each Fund invests its assets in the
Senior Debt Portfolio (the "Portfolio") and is expected to have cash to pay for
Shares acquired pursuant to the Offers because the Portfolio has made a tender
offer to each Fund in the same amounts and on the same terms as the Fund's
tender offers. Accordingly, each Fund will tender a portion of its interest in
the Portfolio equal in value to shares tendered pursuant to its Offer hereunder.
The Portfolio does not anticipate borrowing to meet its tender offer obligations
to the Funds. If, in the judgment of the Trustees of the Portfolio, sufficient
assets of the Portfolio cannot readily be liquidated to pay for tendered Shares,
the Portfolio may terminate its offer. If the Portfolio did so, the Funds would
terminate their Offers.
5. CERTAIN EFFECTS OF THE OFFER. Although the Trustees of each Fund
believe that the Offer would be beneficial their Fund's shareholders, the
acquisition of Shares by a Fund will decrease its total assets and therefore
have the likely effect of increasing the Fund's expense ratio. All Shares
purchased pursuant to the Offer will be retired by the relevant Fund.
6. EARLY WITHDRAWAL CHARGE. An Early Withdrawal Charge to recover
distribution expenses will be imposed on those Shares accepted for tender the
amount of which exceeds the aggregate value at the time the tender is accepted
of (a) all Shares in the account purchased more than the requisite time set
forth below (the "Aging Period") prior to such acceptance, (b) all Shares in the
account acquired through reinvestment of distributions, and (c) the increase, if
any, of value of all other Shares in the account (namely those purchased within
the Aging Period) over the purchase price of such Shares. The Early Withdrawal
Charge will be paid to the Funds' principal underwriter, EVD. In determining
whether an Early Withdrawal Charge is payable, it is assumed that the acceptance
of a repurchase offer would be made from the earliest purchase of Shares.
Any Early Withdrawal Charge which is required to be imposed on shares
of EATON VANCE PRIME RATE RESERVES will be made in accordance with the following
schedule:
YEAR OF REPURCHASE
AFTER PURCHASE EARLY WITHDRAWAL CHARGE
First ........................... 3.00%
Second .......................... 2.50%
Third ........................... 2.00%
Fourth .......................... 1.00%
Fifth and following ............. 0%
No Early Withdrawal Charge will be imposed on shares purchased on or
after January 27, 1995 and tendered following the death of all beneficial owners
of such shares, provided the redemption is requested within one year of death (a
death certificate and other applicable documents may be required). At the time
of acceptance of the tender offer, the shareholder must notify the Transfer
Agent either directly or through EVD that the Early Withdrawal Charge should be
waived. Such waiver, subject to confirmation of the investor's entitlement, will
then be granted; otherwise, the waiver will be lost.
For shares of EV CLASSIC SENIOR FLOATING-RATE FUND outstanding for less
than one year at the time of repurchase, an Early Withdrawal Charge equal to 1%
of the value of such shares accepted for repurchase pursuant to this tender
offer will be imposed.
Tendering shareholders may elect to receive, in lieu of cash, the
proceeds from the tender of their Shares in shares of certain other open-end
management investment companies in the Eaton Vance Group of Funds. Consult the
relevant Fund's prospectus for eligible Eaton Vance funds. The Early Withdrawal
Charge will be waived for the Shares tendered in exchange for shares in such
funds.
The prospectus for each fund describes its investment objectives and
policies as well as the contingent deferred sales charge imposed on the
redemption of shares. Shareholders should obtain a prospectus and consider a
fund's objectives and policies carefully before requesting an exchange. Each
exchange must involve Shares which have a net asset value of at least $1,000. A
shareholder may effect an exchange by completing the appropriate section of the
Letter of Transmittal or by giving proper instructions to the shareholder's
broker or dealer. For purposes of calculating the contingent deferred sales
charge upon a subsequent redemption of shares of a fund acquired in an exchange,
the purchase of such shares is deemed to have occurred at the time of the
original purchase of the exchanged Fund Shares. An exchange may result in a
taxable gain or loss. Although the exchange privilege has been made available as
a convenience to each Fund's shareholders, neither Fund nor its Board of
Trustees makes any recommendation as to whether shareholders should exchange
Shares for shares of another Eaton Vance fund.
7. TAX CONSEQUENCES. The following discussion is a general summary of
the Federal income tax consequences of a tender of Shares pursuant to the
Offers. You should consult your own tax adviser regarding the specific tax
consequences, including state and local tax consequences, of such a tender to
you.
A tender of Shares pursuant to an Offer (including an exchange for
shares of another Eaton Vance fund) will be a taxable transaction for Federal
income tax purposes. In general, the transaction should be treated as a sale or
exchange of the Shares under Section 302 of the Internal Revenue Code of 1986,
as amended (the "Code"), if the tender (i) completely terminates the
shareholder's interest in a Fund, (ii) is treated as a distribution that is
"substantially disproportionate" or (iii) is treated as a distribution that is
"not essentially equivalent to a dividend." A complete termination of the
shareholder's interest generally requires that the shareholder dispose of all
Shares directly owned or attributed to him under Section 318 of the Code. A
"substantially disproportionate" distribution generally requires a reduction of
at least 20% in the shareholder's proportionate interest in a Fund after all
Shares are tendered. A distribution "not essentially equivalent to a dividend"
requires that there be a "meaningful reduction" in the shareholder's interest,
which should be the case if the shareholder has a minimal interest in the Fund,
exercises no control over Fund affairs and suffers a reduction in his or her
proportionate interest.
Each Fund intends to take the position that tendering shareholders will
qualify for sale or exchange treatment. If the transaction is treated as a sale
or exchange for tax purposes, any gain or loss recognized will be treated as a
capital gain or loss by shareholders who hold their Shares as a capital asset
and as a long-term capital gain or loss if such Shares have been held for more
than one year. The current maximum tax rates on ordinary income and long-term
capital gains are the same.
If the transaction is not treated as a sale or exchange, the amount
received upon a sale of Shares may consist in whole or in part of ordinary
dividend income, a return of capital or capital gain, depending on the Fund's
earnings and profits for its taxable year and the shareholder's tax basis in the
Shares. In addition, if any amounts received are treated as a dividend to
tendering shareholders, a constructive dividend under Section 305 of the Code
may be received by non-tendering shareholders whose proportionate interest in
the Fund has been increased as a result of the tender.
Each Fund or its agent could be required to withhold 31% of gross
proceeds paid to a shareholder or other payee pursuant to its Offer if (a) it
has not been provided with the shareholder's taxpayer identification number
(which, for an individual, is usually the social security number) and
certification under penalties of perjury (i) that such number is correct and
(ii) that the shareholder is not subject to withholding as a result of failure
to report all interest and dividend income or (b) the Internal Revenue Service
(IRS) or a broker notifies the Fund that the number provided is incorrect or
withholding is applicable for other reasons. Backup withholding does not apply
to certain payments that are exempt from information reporting or are made to
exempt payees, such as corporations. Foreign shareholders are required to
provide the relevant Fund with a completed IRS Form W-8 to avoid 31% withholding
on payments received on a sale or exchange. Foreign shareholders may be subject
to withholding of 30% (or a lower treaty rate) on any portion of payments
received that is deemed to constitute a dividend.
8. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT. Each Fund
reserves the right, at any time and from time to time, to extend the period of
time during which its Offer is pending by making a public announcement thereof.
In the event that a 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 withdrawn will remain subject
to the Offer. Each Fund also reserves the right, at any time and from time to
time up to and including the Expiration Date, to (a) terminate its 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 a Fund may choose
to make a public announcement of extension, termination or amendment, except as
provided by applicable law, 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.
Each Fund reserves the right to terminate its Offer for any of the
following reasons:
(i) the Fund would not able to liquidate the requisite portion of its interest
in the Portfolio and/or such liquidation would have an adverse effect on the net
asset value of the Fund to the detriment of the nontendering Fund shareholders;
(ii) the Fund's income would be taxed at the Fund level in addition to the
taxation of shareholders who receive dividends and distributions from the Fund
as a result of the Fund being deemed a taxable entity occasioned by the
impairment of the Fund's status as a regulated investment company under the
Code; or (iii) there exists (a) a limitation imposed by Federal or state
authorities on the extension of credit by lenders which affects the Fund, the
Borrowers of Loans in which the Portfolio holds Loan Interests or the
Intermediate Participants, (b) a banking moratorium declared by Federal or state
authorities or any suspension of payments by banks in the United States, (c) a
legal action or proceeding instituted or threatened which materially adversely
affects the Fund, (d) a legal action or proceeding instituted or threatened
which challenges such purchase, (e) an international or national calamity, such
as commencement of war or armed hostilities, which directly or indirectly
involves the United States, or (f) an event or condition not listed herein which
would materially adversely affect the Fund if the tendered shares are purchased.
9. CONTRACTS AND RELATIONSHIPS WITH AFFILIATES. The Portfolio currently
is a party to an Investment Advisory Contract with Boston Management and
Research ("BMR"), its investment adviser. The Portfolio pays to BMR an advisory
fee on an annual basis (payable monthly) of (a) .95% of average daily gross
assets of the Portfolio up to and including $1 billion; (b) .90% of average
daily gross assets in excess of $1 billion up to and including $2 billion; and
(c) .85% of average daily gross assets in excess of $2 billion. An
administration fee is paid to Eaton Vance Management ("EVM") by each Fund and is
equal to .25% annually of daily gross assets of the Portfolio attributable to a
Fund. EVM is a wholly-owned subsidiary of Eaton Vance Corp. and BMR is a
wholly-owned subsidiary of EVM.
<PAGE>
<TABLE>
SELECTED FINANCIAL INFORMATION
<CAPTION>
EATON VANCE PRIME RATE RESERVES<F1>
-------------------------------
RESULTS OF OPERATIONS January 1, 1995
For the periods: to June 30, 1995 January 1, 1994 to January 1, 1993 to
(Unaudited) December 31, 1994<F2> December 31, 1993<F2>
---------------- ------------------- -------------------
<S> <C> <C> <C>
Investment Income $ 32,339,568 $ 49,297,808 $ 59,085,695
Expenses $ 5,927,767 $ 11,601,914 $ 15,487,154
--------------- -------------- ---------------
Net Investment Income $ 26,411,801 $ 37,695,894 $ 43,598,541
=============== ============== ===============
STATEMENT OF ASSETS AND LIABILITIES
June 30, 1995
(Unaudited) December 31, 1994 December 31, 1993
--------------- ----------------- -----------------
Assets $ 812,204,925 $ 639,320,838 $ 707,908,138
Liabilities $ 3,426,100 $ 27,733,320 $ 24,514,457
--------------- --------------- ----------------
Net Assets $ 808,778,825 $ 611,587,518 $ 683,393,681
=============== =============== ================
Net Assets Consist of
Paid-in Capital $ 811,020,583 $ 614,489,902 $ 685,789,141
Undistributed Net
Investment Income $ 39,727 $ 21,700 $ 303,643
Accumulated Net Realized
Gain / (Loss) on Investments $ 4,422,196 $ (3,626,938) $ (10,517,164)
Accumulated Distributions from
Net Realized Gain on Investments $ (2,266,346) $ (2,266,346) $ (2,266,346)
Unrealized Gain / (Loss) on
Investments $ (4,437,335) $ 2,969,200 $ 10,084,407
--------------- ---------------- ----------------
Net Assets $ 808,778,825 $ 611,587,518 $ 683,393,681
=============== ================ ================
PER SHARE DATA
Investment Income $ 0.4820 $ 0.7802 $ 0.6735
Net Investment Income $ 0.3935 $ 0.5966 $ 0.4970
Net Asset Value $ 10.03 $ 10.02 $ 10.03
Sales in last 40 Business
Days of Period (all at
Net Asset Value next
determined after receipt) to:
Trustees, Officers, Affiliates $ 0 $ 0 $ 0
Public $ 104,876,077 $ 20,875,840 $ 4,002,820
Total $ 104,876,077 $ 20,875,840 $ 4,002,820
SHARES ISSUED AND OUTSTANDING 80,629,830 61,040,057 68,165,570
<F1> For more complete financial information, a copy of the Fund's most recently
published Semi-Annual and Annual Reports can be obtained free of charge
from Eaton Vance Distributors, Inc., telephone number 1-800-225-6265, Ext.1
(copies of which have been filed as exhibits to the Schedule 13E-4 filed
with the Securities Exchange Commission).
<F2> Based on audited figures for the fiscal years ended December 31, 1994 and
December 31, 1993.
</TABLE>
<PAGE>
SELECTED FINANCIAL INFORMATION
EV CLASSIC
SENIOR FLOATING-RATE FUND*
-------------------------
RESULTS OF OPERATIONS February 24, 1995
For the periods: June 30, 1995 to
(Unaudited)
------------------
Investment Income $ 1,839,837
Expenses $ 371,840
----------------
Net Investment Income $ 1,467,997
================
STATEMENT OF ASSETS AND LIABILITIES
June 30, 1995
(Unaudited)
-----------------
Assets $ 152,621,522
Liabilities $ 246,830
----------------
Net Assets $ 152,374,692
================
Net Assets Consist of
Paid-in Capital $ 152,387,300
Undistributed Net
Investment Income $ 4,563
Accumulated Net Realized
Gain / (Loss) on Investments $ 38,801
Accumulated Distributions from
Net Realized Gain on Investments $ ----
Unrealized Gain / (Loss) on
Investments $ (55,972)
----------------
Net Assets $ 152,374,692
================
PER SHARE DATA
Investment Income $ 0.3360
Net Investment Income $ 0.2680
Net Asset Value $ 9.99
Sales in last 40 Business
Days of Period (all at
Net Asset Value next
determined after receipt) to:
Trustees, Officers, Affiliates $ 0
Public $ 90,562,884
Total $ 90,562,884
SHARES ISSUED AND OUTSTANDING 15,250,762
** For more complete financial information, a copy of the Fund's most recently
published Semi-Annual Report can be obtained free of charge from Eaton Vance
Distributors, Inc., telephone number 1-800-225-6265, Ext.1 (copies of which
have been filed as exhibits to the Schedule 13E-4 filed with the Securities
Exchange Commission).
<PAGE>
[LOGO]
EATON VANCE
-----------------
MUTUAL FUNDS
LETTER OF TRANSMITTAL
To Be Used* To Tender Shares of
EATON VANCE PRIME RATE RESERVES OR
EV CLASSIC SENIOR FLOATING-RATE FUND
Pursuant to the Offers to Purchase
Dated January 22, 1996
THE EXPIRATION DATE AND THE WITHDRAWAL
DEADLINE IS 12:00 MIDNIGHT, EASTERN TIME, ON
FEBRUARY 16, 1996, UNLESS EXTENDED
o Please complete and mail Pages 3 and 4 of this form to the Funds' Transfer
Agent:
First Data Investor Services Group
Eaton Vance Section - BOS725
P.O. Box 1559
Boston, MA 02104
o If the letter is to be delivered by messenger or overnight
courier, use the following street address:
First Data Investor Services Group
Eaton Vance Section - BOS725
Seventh Floor
53 State Street
Boston, MA 02109
o Delivery to an address other than that shown above does
not constitute valid delivery.
- --------------------------------------------------------------------------------
THIS LETTER OF TRANSMITTAL IS TO BE USED ONLY IF THE SHARES TO BE TENDERED
ARE REGISTERED IN THE SHAREHOLDER'S NAME AND THE NECESSARY DOCUMENTS WILL BE
TRANSMITTED TO THE TRANSFER AGENT (ABOVE). DO NOT USE THIS FORM IF A BROKER,
DEALER OR OTHER SELLING GROUP MEMBER IS EFFECTING THE TRANSACTION FOR THE
SHAREHOLDER.
- --------------------------------------------------------------------------------
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Questions and requests for further assistance may be directed to
Eaton Vance Management, at 1-800-225-6265, Ext. 5.
<PAGE>
GENERAL INSTRUCTIONS
1. Delivery of Letter of Transmittal and Certificates
A properly completed and duly executed Letter of Transmittal, together with
certificates for any tendered shares held in certificate form, should be
mailed or delivered to the Transfer Agent at the appropriate address shown
on the front of this Letter. All documents must be received by the Transfer
Agent on or prior to the Expiration Date (as defined in the Offers to
Purchase). Delivery to an address other than that shown does not constitute
valid delivery. The method of delivery of all documents, including
certificates for shares, is at the election and risk of the shareholder
making the tender.
2. Transfer Taxes
The Funds will pay all taxes, if any, payable on the transfer of shares
purchased pursuant to the Offers. If, however, payment of the purchase price
is to be made to or (in the circumstances permitted by the Offers) if
unpurchased shares are to be registered in the name of a person other than
the registered holder, or if any tendered shares are registered in any name
other than that of the person(s) signing this Letter of Transmittal, the
amount of 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.
3. 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
relevant Fund, whose determination shall be final and binding. Each 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 the Fund's counsel, be unlawful. Each Fund also
reserves the absolute right to waive any of the conditions of its Offer or
any defect in any tender with respect to any particular shares or any
particular shareholder. Each Fund's interpre-tations of the terms and
conditions of the Offers (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 relevant Fund shall determine.
Tenders will not be deemed to have been made until all defects and
irregularities have been cured or waived. Neither the Funds, the Transfer
Agent, or 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 such notice.
4. Separate Accounts
If the shares tendered are registered in more than one account, please
complete, sign and submit a separate Letter of Transmittal for each account.
5. Additional Copies
Additional copies of the Offers to Purchase and this Letter of Transmittal
may be obtained by contacting Eaton Vance Management at the telephone number
shown below.
ADDITIONAL TERMS AND CONDITIONS
The Tendering Shareholder hereby sells to the relevant Fund all shares tendered
hereby that are purchased pursuant to the relevant Offer and hereby irrevocably
constitutes and appoints the Transfer Agent as attorney in fact of the Tendering
Shareholder, 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 any cancellation of such shares on the
Fund's books and to deduct from the sale proceeds the applicable early
withdrawal charge of the Fund and to remit such charge to Eaton Vance
Distributors, Inc.
The Tendering Shareholder hereby warrants that the Tendering Shareholder 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 Tendering Shareholder will execute and deliver any additional
documents necessary to complete the sale in accordance with the terms of the
Offer.
The Tendering Shareholder recognizes that, under certain circumstances set forth
in the Offers to Purchase, a Fund may not be required to purchase any of the
shares tendered hereby. In that event, the Tendering Shareholder understands
that certificate(s) for any shares not purchased will be deposited and held in
unissued form in the Tendering Shareholder's account at the Fund unless
specifically requested otherwise. The Tendering Shareholder recognizes that
neither Fund has an obligation, pursuant to the Special Payment and Delivery
Instructions, to transfer any shares from the name of the registered holder
thereof if the relevant Fund purchases none of the shares originally tendered.
The check for the purchase price of the tendered shares purchased, minus the
applicable early withdrawal charge, will be issued
to the order of the Tendering Shareholder and mailed to the address of record,
unless otherwise indicated under Special Payment and Delivery Instructions.
All authority herein conferred or agreed to be conferred shall survive the death
or incapacity of the Tendering Shareholder and
all obligations of the Tendering Shareholder hereunder shall be binding upon the
heirs, personal representatives, successors and assigns of the Tendering
Shareholder. Except as stated in the Offers, this tender is irrevocable.
- --------------------------------------------------------------------------------
Questions and requests for further assistance may be directed to
Eaton Vance Management, at 1-800-225-6265, Ext. 5.
<PAGE>
Eaton Vance Prime Rate Reserves/EV Classic Senior Floating-Rate Fund
The undersigned shareholder ("Tendering Shareholder") hereby tenders the shares
designated below at a price equal to their net asset value per share ("NAV") on
the Expiration Date (as defined in the Offers to Purchase) in cash upon the
terms and conditions set forth in the Offers to Purchase dated January 22, 1996,
receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which together constitute the "Offers").
________________________________________________________________________________
Description of Shares Tendered
Check one:
[ ] Eaton Vance Prime Rate Reserves (EVPRX)
[ ] EV Classic Senior Floating-Rate Fund (ECFRX)
Name(s) of Registered Holder(s)
Instructions:
o Please fill in exactly as shares are registered
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Please print
Account number _________________________________________________________________
Please provide your daytime telephone number: ________________________________
Please include area code
Shares Tendered
Check one:
[ ] Partial Tender - only the number of shares entered are to be tendered.
________ shares.
[ ] Complete Tender - all shares (issued and unissued) are to be tendered.
Note: Any shares represented by certificates which are not delivered will be
excluded from shares tendered. If not specified above as either a partial or
complete tender, only shares represented by certificates delivered are deemed to
have been tendered.
Certificates - The following certificates are enclosed herewith: (If forwarded
separately, check here .)
Certificate no.(s) Issue date No. of shares No. of shares tendered
__________________ __________ __________________ __________________________
__________________ __________ __________________ __________________________
__________________ __________ __________________ __________________________
Note: Certificates will be deposited to your account when delivered. Any balance
of shares remaining after the Expiration Date will be held in your account in
unissued form unless you specifically request otherwise.
[ ] Exchange - check this box to request that the shares tendered above be
exchanged for shares of ________________________ Fund. (By checking the box,
(Name of Fund) you certify receipt
of a current
prospectus for such
fund.) See a current
Fund prospectus for
the names of the
funds available
for exchange.
Taxpayer Identification Number (TIN) Certification
___________________________________ Enter your TIN (Social Security number of
individuals or Employer I.D. number of
___________________________________ entities, including corporations,
partnerships, estates and trusts.)
(1) The number shown on this form or currently shown on my account is my correct
taxpayer identification number, and
(2) I am not subject to backup withholding because (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
(IRS) that I am subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding.
Certification Instructions - You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because
of underreporting interest or dividends on your tax return.
In signing this letter, I certify under penalties of perjury that the
information provided in this section is true, correct and complete.
________________________________________________________________________________
<PAGE>
________________________________________________________________________________
Special Payment and Delivery Instructions
o The check and any certificates requested for remaining shares will be issued
in the name of the registered shareholder and mailed to the address of record
unless alternative instructions are authorized in this section.
Alternate Instructions: (If special payment or delivery is requested,
signatures must be guaranteed.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Early Withdrawal Charge Waiver
[ ] Check this box if shares are tendered within one year following the date of
death of the shareholder in whose name the tendered shares are registered. A
certified copy of the shareholder's death certificate must be enclosed
herewith. Refer to entitlement details in a current Fund prospectus.
Signature(s) and Signature(s) Guarantee
Instructions:
o If this Letter of Transmittal is signed by the registered holder(s) of the
shares tendered, the signature(s) below must correspond exactly with the
name(s) in which the shares are registered.
o If the shares are held of record by two or more joint holders, all such
holders must sign below.
o If shares are held of record by an IRA account, this Letter of Transmittal
must be signed by an authorized official of the Custodian of the IRA.
o 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 Funds of their authority to so act.
o All signatures must be guaranteed unless all of the following conditions
apply:
o This Letter of Transmittal is signed by the registered holder(s) of the
shares, and
o There is no change of registration of any remaining shares, and
o 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
o The tender offer proceeds will be less than $25,000.
In all other cases, all signatures on this Letter of Transmittal must be
guaranteed by a member firm of a registered national securities exchange or of
the National Association of Securities Dealers, Inc.; a commercial bank or trust
company having an office, branch or agency in the United States; or other
Eligible Guarantor Institution as defined in Rule 17 Ad - 15(a)(2) under the
Securities and Exchange Act of 1934.
____________________________________________________
____________________________________________________
Signature(s) of owner(s) - EXACTLY as registered
Date ____________________
Signature(s) Guaranteed by:
________________________________________________________________________________
