As filed with the Securities and Exchange Commission on January 25,
1994
Securities Act File No. 33-42932
Investment Company Act File No. 811-5870
______________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
AMENDMENT NO. 1
MERRILL LYNCH PRIME FUND, INC.*
(Name of Issuer)
MERRILL LYNCH PRIME FUND, INC.*
(Name of Person(s) Filing Statement)
Shares of Common Stock, Par Value $0.10 per share
(Title of Class of Securities)
59019R 10 5
(CUSIP Number of Class of Securities)
Arthur Zeikel
Merrill Lynch Senior Floating Rate Fund
800 Scudders Mill Road
Plainsboro, New Jersey 08536
(609) 282-2800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing
Statement)
Copies to:
Thomas R. Smith, Jr., Esq. Philip L. Kirstein, Esq.
Brown & Wood Merrill Lynch Asset Management,
One World Trade Center Inc.
New York, New York 10048-0557 Box 901
Princeton, N.J. 08543-9011
December 15, 1993
(Date Tender Offer First Published
Sent or Given to Security Holders)
______________________________________________________________
* Presently doing business as Merrill Lynch Senior Floating Rate
Fund.
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This Amendment No. 1 to the Issuer Tender Offer Statement on
Schedule 13E-4 of Merrill Lynch Prime Fund, Inc.* (the "Fund") relating
to an offer to purchase (the "Offer") 10,000,000 of the Fund's shares of
common stock, par value $0.10 per share (the "Shares") and originally
filed with the Securities and Exchange Commission on December 14, 1993
constitutes the final amendment pursuant to Rule 13e-4(c)(3) under the
Securities Exchange Act of 1934 and General Instruction D of Schedule
13E-4.
The Offer terminated at 12:00 midnight, New York time, on
January 13, 1994 (the "Expiration Date"). Pursuant to the Offer,
3,814,700.723 Shares were tendered, all of which were accepted by the
Fund for repurchase at a net asset value of $10.02 per share, as
determined as of the close of the New York Stock Exchange on the
Expiration Date, for an aggregate purchase price of $38,223,301.24.
__________________
* Presently doing business as Merrill Lynch Senior Floating Rate
Fund.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
MERRILL LYNCH PRIME FUND, INC.
January 25, 1994 By /s/ Arthur Zeikel
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(Arthur Zeikel, President)
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EXHIBIT INDEX
Exhibit
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(b)(5) Amendment No. 4 to the Credit Agreement
between the Fund and The Bank of New York,
dated as of December 16, 1993
iii
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AMENDMENT NO. 4
TO THE CREDIT AGREEMENT
----------------------------
AMENDMENT NO. 4 (this "Amendment"), dated as of December 16, 1993,
to the Credit Agreement, dated as of March 23, 1992, between MERRILL
LYNCH PRIME FUND, INC., a Maryland corporation (the "Borrower"), and THE
BANK OF NEW YORK (the "Bank"), as amended by Amendment No. 1, dated as
of June 3, 1992, Amendment No. 2, dated as of September 11, 1992 and
Amendment No. 3, dated as of March 17, 1992 (as so amended, the "Credit
Agreement").
RECITALS
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A. Capitalized terms used herein that are not otherwise defined
herein and that are defined in the Credit Agreement shall have the
meanings therein defined.
B. The Borrower desires to amend the Credit Agreement with
respect to (1) the definition of Business Day and (2) the payment of
accrued interest in the case of prepayments of the Loans.
In consideration of the premises and the covenants, conditions and
agreements herein contained, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. The definition of "Business Day" set forth in Section 1.1 of
the Credit Agreement is hereby amended in its entirety to read as
follows:
"Business Day": any day other than a Saturday,
Sunday or other day on which (1) commercial banks
located in New York City or (2) The New York Stock
Exchange are authorized or required by law or other
governmental action to close.
2. The definition of "Prospectus" set forth in Section 1.1 of the
Credit Agreement is hereby amended by adding the following at the end
hereof "or supplemented".
3. The third sentence of paragraph 2.5(a) of the Credit Agreement
is hereby amended in its entirety to read as follows:
If such notice of the Borrower is given pursuant to
this paragraph 2.5, such notice shall be irrevocable
and payment of the amount specified in such notice
shall be due and
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payable on the date specified, together with accrued
interest to the date of such payment on the amount
prepaid.
4. Paragraph 2.5(b) of the Credit Agreement is hereby amended in
its entirety to read as follows:
The Borrower shall prepay the outstanding principal
balance of the Loans, together with accrued interest
to the date of such prepayment on the amount
prepaid, no later than one Business Day prior to the
expiration of the Borrower's next Tender Offer.
5. The second sentence of the paragraph 2.6(c) of the Credit
Agreement is hereby amended in its entirety to read as follows:
Interest shall be payable in arrears on each
Interest Payment Date and upon payment (including
prepayment) of the Loans.
6. In order to induce the Bank to execute this Amendment, the
Borrower (1) makes the same representations and warranties as are
contained in the paragraph 4 of the Credit Agreement, except such
thereof as specifically refer to an earlier date and (2) certifies that
no Default or Event of Default exists under the Loan Documents.
7. This Amendment shall be deemed effective upon the delivery to
the Bank of this Amendment duly executed by the parties hereto.
8. This Amendment may be executed in any number of counterparts,
each of which shall be an original and all of which shall constitute one
amendment. It shall not be necessary in making proof of this Amendment
to produce or account for more than one counterpart signed by the party
to be charged.
9. This Amendment is being delivered in and is intended to be
performed in the State of New York and shall be construed and
enforceable in accordance with, and be governed by, the internal laws of
the State of New York without regard to principles of conflict of laws.
10. Except as amended hereby, the Credit Agreement shall in all
other respects remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the date first above written.
MERRILL LYNCH PRIME FUND, INC.
By: /s/ Terry K. Glenn
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Title: Executive Vice President
THE BANK OF NEW YORK
By: /s/ Lee B. Stephen
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Title: Vice President
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