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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 24, 1995
SECURITIES ACT FILE NO. 33-42932
INVESTMENT COMPANY ACT FILE NO. 811-5870
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)
AMENDMENT NO. 1
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
(NAME OF ISSUER)
MERRILL LYNCH SENIOR FLOATING RATE 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, INC.
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 BOX 9011
NEW YORK, NEW YORK 10048-0557 PRINCETON, N.J. 08543-9011
DECEMBER 14, 1994
(DATE TENDER OFFER FIRST PUBLISHED
SENT OR GIVEN TO SECURITY HOLDERS)
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This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule
13E-4 of Merrill Lynch Senior Floating Rate Fund, Inc. (the "Fund") relating
to an offer to purchase (the "Offer") 7,500,000 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, 1994 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 12, 1995 (the "Expiration Date"). Pursuant to the Offer,
3,126,133.013 Shares were tendered, all of which were accepted by the Fund
for repurchase at a net asset value of $10.01 per share, as determined as of
the close of the New York Stock Exchange on the Expiration Date, for an
aggregate purchase price of $31,292,591.46.
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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 SENIOR FLOATING RATE FUND, INC.
January 23, 1995 By /s/ Terry K. Glenn
--------------------------------------
(Terry K. Glenn,
Executive Vice President)
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