As filed with the Securities and Exchange Commission on October 18, 1996
Securities Act File No. 33-64023
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 LLP Merrill Lynch Asset Management, L.P.
One World Trade Center P.O. Box 9011
New York, New York 10048-0557 Princeton, New Jersey 08543-9011
September 17, 1996
(Date Tender Offer First Published
Sent or Given to Security Holders)
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") 12,500,000 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
September 17, 1996 constitutes the final amendment pursuant to Rule
13e-4(c)(3) under the Securities Exchange Act of 1934 (the "Exchange
Act") and General Instruction D of Schedule 13E-4.
The Offer terminated at 12:00 midnight, New York time, on October 15,
1996 (the "Expiration Date"). Pursuant to the Offer,
13,058,096.495 Shares were tendered, all of which were accepted by the Fund
for repurchase at a net asset value of $9.99 per share, as determined as of
the close of the New York Stock Exchange on the Expiration Date, for an
aggregate purchase price of $130,450,383.98. As permitted by Rule
13e-4(f)(1)(ii) under the Exchange Act, the additional 558,096.495 shares
accepted for payment by the Fund in excess of the 12,500,000 shares tendered
for by the Fund do not exceed two percent of the Fund's outstanding common
stock.
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.
October 18, 1996 By /s/ Terry K. Glenn
------------------------------------------
(Terry K. Glenn,
Executive Vice President)
Brown & Wood LLP
One World Trade Center
New York, New York 10048-0557
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
VIA ELECTRONIC FILING
- ---------------------
October 18, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Division of Investment Management
Re: Merrill Lynch Senior Floating Rate Fund, Inc.
Amendment No. 1 to Issuer Tender Offer Statement
on Schedule 13E-4
------------------------------------------------
Dear Sirs:
On behalf of Merrill Lynch Senior Floating Rate Fund, Inc. (the
"Fund"), transmitted herewith for filing pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934 and Rule 13e-4(c)(3) thereunder is Amendment
No. 1 to the Issuer Tender Offer Statement of the Fund on Schedule 13E-4.
Amendment No. 1 constitutes the final amendment reporting the results of the
issuer tender offer. The tender offer commenced on September 17, 1996 and
terminated on October 15, 1996.
Please direct any comments or questions with respect to this filing to
the undersigned at (212) 839-5394 or J. Gerard Cummins of this firm at (212)
839-5374.
Very truly yours,
/s/ Robert J. Borzone, Jr.
Enclosure
