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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 1995
SECURITIES ACT FILE NO. 33-56391
INVESTMENT COMPANY ACT FILE NO. 811-5870
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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
MARCH 17, 1995
(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 March 17, 1995 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
April 13, 1995 (the "Expiration Date"). Pursuant to the Offer, 3,143,400.365
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 $31,465,437.65.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) (i) Advertisement to be printed in The Wall Street Journal.*
-----------------------
(ii) Offer to Purchase.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Letter to Stockholders.*
(b)(1) Credit Agreement, dated as of March 23, 1992, between the Fund
and The Bank of New York.(a)
(b)(2) Amendment No. 1 to the Credit Agreement between the Fund and
The Bank of New York, dated as of June 3, 1992.(a)
(b)(3) Amendment No. 2 to the Credit Agreement between the Fund and
The Bank of New York, dated as of September 11, 1992.(b)
(b)(4) Amendment No. 3 to the Credit Agreement between the Fund and
The Bank of New York, dated as of March 17, 1993.(c)
(b)(5) Amendment No. 4 to the Credit Agreement between the Fund and
The Bank of New York, dated as of December 16, 1993.(d)
(b)(6) Extension Request between the Fund and The Bank of New York,
dated as of March 16, 1994.(e)
(b)(7) Agreement for Extension of Termination Date, dated as of March
10, 1995.*
(b)(8) Extension of Termination Date and Amendment No. 5 to the
Credit Agreement between the Fund and The Bank of New York,
dated as of March 20, 1995.
(c)-(f) Not Applicable.
(g)(1) Audited Financial Statements of the Fund for the fiscal year
ended August 31, 1994.*
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(g)(2) Audited Financial Statements of the Fund for the fiscal year
ended August 31, 1993.*
___________________
(a) Incorporated by reference to Exhibit (b)(2) to the Fund's Schedule 13E-4
filed with the Securities and Exchange Commission on June 18, 1992.
(b) Incorporated by reference to Exhibit (b)(3) to the Fund's Schedule 13E-4
filed with the Securities and Exchange Commission on September 21, 1992.
(c) Incorporated by reference to Exhibit (b)(4) to the Fund's Schedule 13E-4
filed with the Securities and Exchange Commission on March 22, 1993.
(d) Incorporated by reference to Exhibit (b)(5) to Amendment No. 1 to the
Fund's Schedule 13E-4 filed with the Securities and Exchange Commission on
January 25, 1994.
(e) Incorporated by reference to Exhibit (b)(6) to the Fund's Schedule 13E-4
filed with the Securities and Exchange Commission on March 18, 1994.
*Previously filed.
ii
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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.
April 24, 1995 By /s/ Terry K. Glenn
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(Terry K. Glenn,
Executive Vice President)
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EXHIBIT INDEX
Exhibit
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(a)(1) (i) Advertisement to be printed in The Wall Street Journal.*
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(ii) Offer to Purchase.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Letter to Stockholders.*
(b)(1) Credit Agreement, dated as of March 23, 1992, between the
Fund and The Bank of New York.(a)
(b)(2) Amendment No. 1 to the Credit Agreement between the Fund
and The Bank of New York, dated as of June 3, 1992.(a)
(b)(3) Amendment No. 2 to the Credit Agreement between the Fund
and The Bank of New York, dated as of September 11, 1992.(b)
(b)(4) Amendment No. 3 to the Credit Agreement between the Fund
and The Bank of New York, dated as of March 17, 1993.(c)
(b)(5) Amendment No. 4 to the Credit Agreement between the Fund
and The Bank of New York, dated as of December 16, 1993.(d)
(b)(6) Extension Request between the Fund and The Bank of New
York, dated as of March 16, 1994.(e)
(b)(7) Agreement for Extension of Termination Date, dated as of
March 10, 1995.*
(b)(8) Extension of Termination Date and Amendment No. 5 to the
Credit Agreement between the Fund and The Bank of New York,
dated as of March 20, 1995.
(c)-(f) Not Applicable.
(g)(1) Audited Financial Statements of the Fund for the fiscal
year ended August 31, 1994.*
(g)(2) Audited Financial Statements of the Fund for the fiscal
year ended August 31, 1993.*
___________________
(a) Incorporated by reference to Exhibit (b)(2) to the Fund's Schedule
13E-4 filed with the Securities and Exchange Commission on June 18, 1992.
(b) Incorporated by reference to Exhibit (b)(3) to the Fund's Schedule
13E-4 filed with the Securities and Exchange Commission on September 21,
1992.
(c) Incorporated by reference to Exhibit (b)(4) to the Fund's Schedule
13E-4 filed with the Securities and Exchange Commission on March 22, 1993.
(d) Incorporated by reference to Exhibit (b)(5) to Amendment No. 1 to the
Fund's Schedule 13E-4 filed with the Securities and Exchange Commission on
January 25, 1994.
iv
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(e) Incorporated by reference to Exhibit (b)(6) to the Fund's Schedule
13E-4 filed with the Securities and Exchange Commission on March 18, 1994.
*Previously filed.
v
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EXHIBIT (B)(8)
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EXTENSION OF TERMINATION DATE
AND AMENDMENT NO. 5
TO THE CREDIT AGREEMENT
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EXTENSION OF TERMINATION DATE AND AMENDMENT NO. 5 (collectively, this
"Amendment"), dated as of March 20, 1995, to the Credit Agreement, dated
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as of March 23, 1992, between MERRILL LYNCH SENIOR FLOATING RATE FUND
INC., a Maryland corporation (formerly known as Merrill Lynch Prime Fund,
Inc., and hereinafter referred to as the "Borrower"), and THE BANK OF NEW
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YORK (the "Bank"), as amended by Amendment No. 1, dated as
----
of June 3, 1992, Amendment No. 2, dated as of September 11, 1992,
Amendment No. 3, dated as of March 17, 1993 and Amendment No. 4, dated as
of December 16, 1993 (as so amended, the "Agreement").
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RECITALS
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A. Capitalized terms used herein which are not defined herein and
which are defined in the Agreement shall have the same meanings as therein
defined.
B. Paragraph 2.10 of the Agreement provides that so long as no
Default or Event of Default exists, the Borrower may request that the
Termination Date be extended for a period of 360 days from and including
the date of the Bank's consent to such Extension Request.
C. The Termination Date (without giving effect to the extension
requested hereby) is March 20, 1995.
D. The Borrower desires that the Termination Date be extended for
an additional period of 360 days and the Bank desires to consent thereto.
E. The Borrower and the Bank desire to amend the Agreement to the
extent and in the manner hereinafter set forth.
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. Pursuant to paragraph 2.10 of the Agreement, the Borrower hereby
requests that the Termination Date be extended for an additional period of
360 days from the date hereof to March 15, 1996 and the Bank hereby
consents thereto.
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2. The definition of "Applicable Margin" contained in paragraph 1.1
of the Agreement is amended to read as follows:
"Applicable Margin": as to any
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Loan, (i) 0.75% during the first 45
days that such Loan is outstanding,
(ii) 1.50% during the next 15 days
that such Loan is outstanding and
(iii) 2% during the next 30 days
that such Loan is outstanding.
3. Paragraph 2.5(c) of the Agreement is amended to read as follows:
(c) Mandatory Borrowing Base
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Prepayment of the Loans. If on any
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day prior to the Termination Date,
the Borrowing Base shall exceed the
lesser of (i) an amount equal to
400% of the outstanding principal
balance of the Loans and accrued
-----------
and unpaid interest thereon or (ii)
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to the extent permitted by para-
graph 7.10, an amount equal to 300%
of the outstanding principal
balance of the Loans and accrued
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and unpaid interest thereon, the
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Borrower shall, within one Business
Day of such day, prepay the Loans
by an amount equal to the differ-
ence between the Borrowing Base and
the amount equal to 400% or 300%,
as the case may be, of the out-
standing principal balance of the
Loans and accrued and unpaid
----------------------------
interest thereon.
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4. "0.125%" is substituted for "0.15%" in the first sentence of
paragraph 3.1 of the Agreement.
5. Clause (iii) of paragraph 6.1 of the Agreement is amended to
read as follows:
(iii) the Borrowing Base shall
exceed the lesser of (x) an amount
equal to 400% of the outstanding
principal balance of the Loans
(after giving effect to the Loan to
be made on such Borrowing Date) and
---
accrued and unpaid interest thereon
-----------------------------------
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or (y) to the extent permitted by
paragraph 7.10, an amount equal to
300% of the outstanding principal
balance of the Loans (after giving
effect to the Loan to be made on
such Borrowing Date) and accrued
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and unpaid interest thereon, and
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6. Paragraph 7.10 of the Agreement is amended to read as follows:
7.10. Borrowing Base.
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Maintain at all times a
Borrowing Base of not less than
400% of the outstanding principal
balance of the Loans and accrued
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and unpaid interest thereon, pro-
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vided, however, that during not
more than one period of note more
than 15 consecutive days during any
calendar quarter, the Borrowing
Base may be less than 400% of the
outstanding principal balance of
the Loans and accrued and unpaid
----------------------
interest thereon but in no event
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less than 300% of the outstanding
principal balance of the Loans and
---
accrued and unpaid interest
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thereon.
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7. In consideration of the consent of the Bank to the extension
granted hereby and for this Amendment, the Borrower agrees to pay to the
Bank upon the delivery of an executed counterpart hereof, a fee in the sum
of $20,000.
8. In order to induce the Bank to execute this Amendment, the
Borrower (i) 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 (ii) certifies that no
Default or Event of Default exists under the Loan Documents.
9. This Amendment shall be deemed effective upon the delivery to
the Bank of this Amendment duly executed by the parties hereto.
10. 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
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making proof of this Amendment to produce or account for more than one
counterpart signed by the party to be charged.
11. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
MERRILL LYNCH SENIOR FLOATING
RATE FUND INC.
By: /s/ Terry K. Glenn
Name: Terry K. Glenn
Title: Executive Vice President
THE BANK OF NEW YORK
By: /s/ Lee B. Stephens, III
Name: Lee B. Stephens, III
Title: Vice President
4
