Filed with the Securities and Exchange Commission on July 21, 1997
1933 Act File Nos. 33-28516, 33-30268, 33-34922, 33-63623, 333-25731
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)
Alan R. Dynner
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)
July 21, 1997
(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
- ------------- ----------- -----------
15,000,000 $9.99 $149,850,000 $29,970
[ ] 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. 333-25731 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 considers
making 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 considers making 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. 333-22163 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 July 21,
1997 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.
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.
<PAGE>
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 Information.
of the Issuer
-------------
Item 5 Contracts, Arrangements No such contracts, arrangements,
Understandings or understandings or relationships exist
Relationships with between the Fund and any person with
Respect to the Issuer's respect to the tender offer.
Securities
----------
Item 6 Persons Retained, Letter. No person has been authorized to
Employed or to Be solicitations or recommendations with
Compensated 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 thee Offer to
Purchase, and to the Audited Financial
Statements of the Fund for the
fiscal year ended December 31, 1995
filed with the Commission pursuant
to Section 30(b)(2) under the
Investment Company Act of 1940 on
March 11, 1996 (Accession No.
0000950156-96-000301); and to the
<PAGE>
Audited Financial Statements for the
fiscal year ended December 31, 1996
filed with the Commission pursuant
to Section 30(b)(2) under the
Investment Company Act of 1940 on
February 24, 1997 (Accession No.
0000950156-97-000169) all of which
are incorporated herein by
reference.
(b)(1) (2) and (3) Inapplicable.
Item 8 Additional Information
----------------------
(a)................ Contracts and Relationships with
Affiliates.
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.
<PAGE>
(g) (1)............ Audited Financial Statements of the Fund
for the fiscal year ended December 31,
1995 filed with the Commission pursuant
to Section 30(b)(2) under the Investment
Company Act of 1940 on March 11, 1996
(Accession No. 0000950156-96-000301);
and to the Audited Financial Statements
for the fiscal year ended December 31,
1996 filed with the Commission pursuant
to Section 30(b)(2) under the Investment
Company Act of 1940 on February 24, 1997
(Accession No. 0000950156-97-000169) 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.
July 21, 1997 /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
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 July 21,
1997, and the related Letter of Transmittal.
NOTICE OF OFFERS TO PURCHASE FOR CASH
15,000,000 OF THE ISSUED AND OUTSTANDING SHARES OF
EATON VANCE PRIME RATE RESERVES AND
30,000,000 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 15,000,000 and 30,000,000, 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, August 15, 1997. 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 July 21, 1997, and the related Letter of
Transmittal, which together constitute the "Offers." The NAV on July 14, 1997,
of Eaton Vance Prime Rate Reserves, was $9.99 per Share, and of EV Classic
Senior Floating-Rate Fund was $9.97 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 August 15, 1997, and if not yet accepted for
payment by a Fund then Shares may also be withdrawn after September 15, 1997.
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
Mutual Funds Boston, MA 02110
1-800-225-6265, Extension 5
July 21, 1997
OFFERS TO PURCHASE FOR CASH AT NET ASSET VALUE
15,000,000 OF THE ISSUED AND OUTSTANDING SHARES OF
EATON VANCE PRIME RATE RESERVES AND
30,000,000 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, August 15, 1997 UNLESS EXTENDED.
To the Holders of Shares of
EATON VANCE PRIME RATE RESERVES AND EV CLASSIC SENIOR FLOATING-RATE FUND:
As of July 21, 1997, (the "Commencement Date") Eaton Vance Prime Rate
Reserves and EV Classic Senior Floating-Rate Fund (the "Funds") are offering to
purchase up to 15,000,000 and 30,000,000, 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 August 15, 1997 (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 $9.99 and $9.97, respectively, per Share on July 14, 1997. The
total cost to the Funds of purchasing the Designated Number of Shares pursuant
to the Offer will be approximately $149,850,000 and $299,100,000, 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.
<PAGE>
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.
July 21, 1997 EATON VANCE PRIME RATE RESERVES
EV CLASSIC SENIOR FLOATING-RATE FUND
24 Federal Street, Boston, MA 02110
<PAGE>
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
<PAGE>
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 to their Fund's shareholders, the acquisition
of Shares by a Fund will decrease its total assets and therefore may have the
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%
<PAGE>
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). No early
withdrawal charge will be imposed on Fund shares sold to Eaton Vance, or its
affiliates, or to their respective employees or clients. The early withdrawal
charge will also be waived for shares repurchased as part of a required
distribution from a tax-sheltered retirement plan, provided that the aggregate
amount of such repurchase does not exceed 12% of the account balance. At the
time of acceptance of the tender offer, the successor 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 its
applicability, 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.
<PAGE>
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.
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.
<PAGE>
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 be 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. EV Classic Senior Floating-Rate Fund also pays Eaton Vance
Distributors, Inc. (a wholly-owned subsidiary of EVM), a service fee of .15% of
average daily net assets of such Fund.
<PAGE>
SELECTED FINANCIAL INFORMATION
EATON VANCE PRIME RATE RESERVES *
RESULTS OF OPERATIONS
For the periods:
January 1, 1996 to January 1, 1995
to December 31, 1996 ** December 31, 1995 **
----------------------- --------------------
Investment Income $ 113,704,985 $ 74,746,892
Expenses $ 19,291,016 $ 13,112,744
--------------- ---------------
Net Investment Income $ 94,413,969 $ 61,634,148
=============== ===============
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1996 December 31, 1995
----------------- -----------------
Assets $ 1,617,650,591 $ 1,097,357,520
Liabilities $ 5,915,347 $ 5,171,182
--------------- ---------------
Net Assets $ 1,611,735,244 $ 1,092,186,338
=============== ===============
Net Assets Consist of
Paid-in Capital $ 1,618,390,029 $ 1,096,599,207
Undistributed Net
Investment Income $ 164,214 $ 25,474
Accumulated Net Realized
Gain/(Loss) on Investments $ 2,629,775 $ 4,511,664
Accumulated Distributions from
Net Realized Gain/(Loss) on
Investments $ (4,514,779) $ (4,514,779)
Unrealized Gain/(Loss) on
Investments $ (4,933,995) $ (4,435,228)
--------------- --------------
Net Assets $ 1,611,735,244 $ 1,092,186,338
================ ===============
PER SHARE DATA
Investment Income $ 0.8234 $ 0.9331
Net Investment Income $ 0.6837 $ 0.7694
Net Asset Value $ 9.99 $ 10.01
Sales in last 40 Business
Days of Period (all at
Net Asset Value next
determined after receipt) to:
Trustees, Officers, Affiliates $ 0 $ 0
Public $ 56,873,272 $ 108,629,512
Total $ 56,873,272 $ 108,629,512
SHARES ISSUED AND OUTSTANDING 161,296,624 109,108,012
* 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 and Exchange Commission).
** Based on audited figures for the fiscal years ended December 31, 1996 and
December 31, 1995.
<PAGE>
SELECTED FINANCIAL INFORMATION
EV CLASSIC SENIOR FLOATING-RATE FUND *
RESULTS OF OPERATIONS
For the period: January 1, 1996 to February 24, 1995 to
December 31, 1996 ** December 31, 1995 **
-------------------- --------------------
Investment Income $ 77,078,197 $ 15,694,122
Expenses $ 14,492,976 $ 2,990,161
----------------- ---------------
Net Investment Income $ 62,585,221 $ 12,703,961
================= ===============
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1996 December 31, 1995
----------------- -----------------
Assets $ 1,318,959,740 $ 502,041,940
Liabilities $ 2,110,797 $ 1,011,320
----------------- ---------------
Net Assets $ 1,316,848,943 $ 501,030,620
================= ===============
Net Assets Consist of
Paid-in Capital $ 1,318,160,582 $ 501,051,020
Undistributed Net
Investment Income $ 162,691 $ 30,204
Accumulated Net Realized
Gain/(Loss) on Investments $ (521,351) $ 66,856
Accumulated Distributions from
Net Realized Gain/(Loss) on
Investments $ (66,856) $ (66,856)
Unrealized Gain/(Loss) on
Investments $ (886,123) $ (50,604)
----------------- ---------------
Net Assets $ 1,316,848,943 $ 501,030,620
================= ===============
PER SHARE DATA
Investment Income $ 0.821 $ 0.783
Net Investment Income $ 0.667 $ 0.634
Net Asset Value $ 9.97 $ 9.99
Sales in last 40 Business
Days of Period (all at
Net Asset Value next
determined after receipt) to:
Trustees, Officers, Affiliates $ 0 $ 0
Public $ 141,152,935 $ 133,826,741
Total $ 141,152,935 $ 133,826,741
SHARES ISSUED AND OUTSTANDING 132,048,022 50,152,318
* 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 and Exchange Commission).
** Based on audited figures for the fiscal years ended December 31, 1996 and
December 31, 1995.
{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 July 21, 1997
THE EXPIRATION DATE AND THE WITHDRAWAL
DEADLINE IS 12:00 MIDNIGHT, EASTERN TIME, ON
August 15, 1997, 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 - 1CE25
P.O. Box 5123
Westborough, MA 01581-5123
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 - 1CE25
4400 Computer Drive
Westborough, MA 01581-5123
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. A Fund, in its sole discretion,
may accept facsimiles of the Letter approved orally in advance. By using
facsimiles, the Tendering Shareholder consents to their validity which is
governed by Massachusetts law.
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.
<PAGE>
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 July 21, 1997,
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.
[ ] Tender Shares to net (after any early withdrawal charge)
$_______________.
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.
<PAGE>
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.
(Name of Fund)
(By checking the box, 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 (Eaton Vance Prime Rate Reserves only)
[ ] 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.
[ ] Check this box if shares were sold to Eaton Vance, or its affiliates, or
to their respective employees or clients; or for shares repurchased as
part of a required distribution from a tax-sheltered retirement plan,
provided that the aggregate amount of such repurchase does not exceed
12% of the account balance. Refer to 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
<PAGE>
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 $50,000.
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.
o The Internal Revenue Service does not require your consent to any provision of
this document other than the certifications required to avoid back-up
withholding.
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Signature(s) of owner(s) - EXACTLY as registered
Date ____________________
Signature(s) Guaranteed by:
