<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 1997
SECURITIES ACT FILE NO. 333-15973
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)
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 $.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:
<TABLE>
<S> <C>
THOMAS R. SMITH, JR., ESQ. PHILIP L. KIRSTEIN, ESQ.
BROWN & WOOD LLP MERRILL LYNCH ASSET MANAGEMENT
ONE WORLD TRADE CENTER P.O. BOX 9011
NEW YORK, NEW YORK 10048-0557 PRINCETON, NEW JERSEY 08543-9011
MARCH 18, 1997
(Date Tender Offer First Published,
Sent or Given to Security Holders)
</TABLE>
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Transaction Amount of Filing
Valuation: $124,875,000(a) Fee: $24,975(b)
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(a) Calculated as the aggregate maximum purchase price to be paid for 12,500,000
shares in the offer, based upon the net asset value per share ($9.99) at
March 13, 1997.
(b) Calculated as 1/50th of 1% of the Transaction Valuation.
/ /
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.
Amount Previously Paid: ________________________________________________________
Form or Registration No.: ______________________________________________________
Filing Party: __________________________________________________________________
Date of Filing: ________________________________________________________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is Merrill Lynch Senior Floating Rate Fund, Inc.,
a closed-end investment company organized as a Maryland corporation (the
"Fund"). The principal executive offices of the Fund are located at 800 Scudders
Mill Road, Plainsboro, New Jersey 08536.
(b) The title of the securities being sought is shares of common stock, par
value $0.10 per share (the "Shares"). As of February 28, 1997 there were
approximately 290 million Shares issued and outstanding.
The Fund is seeking tenders for 12,500,000 Shares (the "Offer"), at net
asset value per Share (the "NAV") calculated on the day the tender offer
terminates, less any "Early Withdrawal Charge," upon the terms and subject to
the conditions set forth in the Offer to Purchase dated March 18, 1997 (the
"Offer to Purchase"). A copy of each of the Offer to Purchase and the related
Letter of Transmittal is attached hereto as Exhibit (a)(1)(ii) and Exhibit
(a)(2), respectively. Reference is hereby made to the Cover Page and Section 1
"Price; Number of Shares" of the Offer to Purchase, which are incorporated
herein by reference. The Fund has been informed that no Directors, officers or
affiliates of the Fund intend to tender Shares pursuant to the Offer.
(c) The Shares are not currently traded on an established trading market.
(d) Not Applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) Reference is hereby made to Section 9 "Source and Amount of Funds"
of the Offer to Purchase, which is incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
Reference is hereby made to Section 7 "Purpose of the Offer," Section 8
"Certain Effects of the Offer" and Section 9 "Source and Amount of Funds" of the
Offer to Purchase, which are incorporated herein by reference. The Fund is
currently engaged in a public offering, from time to time, of its Shares. The
Fund otherwise has no plans or proposals which relate to or would result in (a)
the acquisition by any person of additional securities of the Fund or the
disposition of securities of the Fund; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Fund; (c) a sale or transfer of a material amount of assets of the Fund; (d) any
change in the present Board of Directors or management of the Fund, including,
but not limited to, any plans or proposals to change the number or the term of
Directors, or to fill any existing vacancy on the Board or to change any
material term of the employment contract of any executive officer; (e) any
material change in the present dividend rate or policy, or indebtedness or
capitalization of the Fund; (f) any other material change in the Fund's
corporate structure or business, including any plans or proposals to make any
changes in its investment policy for which a vote would be required by Section
13 of the Investment Company Act of 1940, as amended; or (g) changes in the
Fund's articles of incorporation, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Fund by any
person. Paragraphs (h) through (j) of this Item 3 are not applicable.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
There have not been any transactions involving the Shares of the Fund that
were effected during the past 40 business days by the Fund, any executive
officer or Director of the Fund, any person controlling the Fund, any executive
officer or director of any corporation ultimately in control of the Fund or by
any associate or subsidiary of any of the foregoing including any executive
officer or director of any such subsidiary, except that within the past 40
business days pursuant to the public offering of its Shares the Fund has sold
approximately 6.2 million Shares at a price equal to the NAV of the Fund on the
date of each such sale.
i
<PAGE>
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE ISSUER'S SECURITIES.
The Fund does not know of any contract, arrangement, understanding or
relationship relating directly or indirectly, to the Offer (whether or not
legally enforceable) between the Fund, any of the Fund's executive officers or
Directors, any person controlling the Fund or any executive officer or director
of any corporation ultimately in control of the Fund and any person with respect
to any securities of the Fund (including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or the voting
of any such securities, joint ventures, loan or option arrangements, puts or
calls, guarantees of loans, guarantees against loss, or the giving or
withholding of proxies, consents or authorizations).
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
No persons have been employed, retained or are to be compensated by the Fund
to make solicitations or recommendations in connection with the Offer.
ITEM 7. FINANCIAL INFORMATION.
(a) Reference is hereby made to the financial statements included as
Exhibits (g)(1) and (g)(2) hereto, which are incorporated herein by reference.
(b) None.
ITEM 8. ADDITIONAL INFORMATION.
(a) None.
(b) None.
(c) Not applicable.
(d) None.
(e) The Offer to Purchase, attached hereto as Exhibit (a)(1)(ii), is
incorporated herein by reference in its entirety.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<C> <C> <S>
(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)-(f) Not Applicable.
(g)(1) Audited Financial Statements of the Fund for the fiscal year ended August
31, 1996.
(g)(2) Audited Financial Statements of the Fund for the fiscal year ended August
31, 1995.
</TABLE>
ii
<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.
MERRILL LYNCH SENIOR FLOATING RATE FUND,
INC.
By /s/ TERRY K. GLENN
...........................
(Terry K. Glenn, Executive
Vice President)
March 18, 1997
iii
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
- -----------
<S> <C>
(a)(1)(i) Advertisement to be printed in THE WALL STREET JOURNAL.
(a)(1)(ii) Offer to Purchase.
(a)(2) Form of Letter of Transmittal.
(a)(3) Letter to Stockholders.
(b)-(f) Not Applicable.
(g)(1) Audited Financial Statements of the Fund for the fiscal year ended
August 31, 1996.
(g)(2) Audited Financial Statements of the Fund for the fiscal year ended
August 31, 1995.
</TABLE>
- ------------------------
iv
<PAGE>
EXHIBIT (a)(1)(i)
<PAGE>
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO
SELL SHARES. THE OFFER IS MADE ONLY BY THE OFFER TO PURCHASE DATED MARCH 18,
1997, AND THE RELATED LETTER OF TRANSMITTAL. THE OFFER IS NOT BEING MADE TO, NOR
WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF SHARES IN ANY
JURISDICTION IN WHICH MAKING OR ACCEPTING THE OFFER WOULD VIOLATE THAT
JURISDICTION'S LAWS.
[LOGO]
NOTICE OF OFFER TO PURCHASE FOR CASH 12,500,000 OF ITS
ISSUED AND OUTSTANDING SHARES AT NET ASSET VALUE PER SHARE
THE EXPIRATION DATE AND THE WITHDRAWAL DEADLINE ARE 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, APRIL 15, 1997, UNLESS EXTENDED.
Merrill Lynch Senior Floating Rate Fund, Inc. (the "Fund") is offering to
purchase 12,500,000 of its issued and outstanding shares of common stock par
value $.10 per share (the "Shares") at a price equal to their net asset value
("NAV") less any applicable early withdrawal charge as of the close of the New
York Stock Exchange on the Expiration Date, April 15, 1997, unless extended,
upon the terms and conditions set forth in the Offer to Purchase dated March 18,
1997 (the "Offer"). The NAV on March 13, 1997, was $9.99 per Share. The purpose
of the Offer is to provide liquidity to stockholders since the Fund is unaware
of any secondary market which exists for the Shares. The Offer is not
conditioned upon the tender of any minimum number of Shares.
If more than 12,500,000 Shares are duly tendered prior to the expiration of
the Offer, assuming no changes in the factors originally considered by the Board
of Directors when it determined to make the Offer, the Fund will either 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 purchase 12,500,000 Shares (or such larger number
of Shares sought) on a pro rata basis.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to
12:00 midnight, New York City time, on Tuesday, April 15, 1997, unless the Offer
is extended, and, if not yet accepted for payment by the Fund, Shares may also
be withdrawn after May 13, 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 Offer
to Purchase and is incorporated herein by reference.
The Offer to Purchase and the related Letter of Transmittal contain
important information that should be read carefully before any decision is made
with respect to the Offer.
Questions and requests for assistance, for current NAV quotations or for
copies of the Offer to Purchase, Letter of Transmittal, and any other tender
offer documents, may be directed to the Merrill Lynch Response Center at the
address and telephone number below. Copies will be furnished promptly at no
expense to you and also may be obtained by completing and returning the coupon
below to the Merrill Lynch Response Center. Stockholders who do not own Shares
directly should effect a tender through their broker, dealer or nominee. For
example, stockholders who purchased Shares through Merrill Lynch, Pierce, Fenner
& Smith Incorporated should effect tenders through their Financial Consultant.
1-800-MERRILL, EXT. 7198
1-800-637-7455
<TABLE>
<S> <C>
- ----------------------------------------------------------------------------
MAIL TO: MERRILL LYNCH RESPONSE CENTER,
P.O. BOX 30200, NEW BRUNSWICK, NJ 08989-0200
/ / PLEASE SEND ME MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. TENDER
OFFER MATERIALS
NAME ADDRESS
BUSINESS PHONE CITY
HOME PHONE STATE ZIP
MERRILL LYNCH CLIENTS, PLEASE GIVE THE NAME AND OFFICE ADDRESS OF YOUR
FINANCIAL CONSULTANT:
- ----------------------------------------------------------------------------
7198
</TABLE>
March 18, 1997
[LOGO]
<PAGE>
EXHIBIT (a)(1)(ii)
<PAGE>
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
800 SCUDDERS MILL ROAD
PLAINSBORO, NEW JERSEY 08536
OFFER TO PURCHASE FOR CASH 12,500,000
OF ITS ISSUED AND OUTSTANDING SHARES
AT NET ASSET VALUE PER SHARE
THE EXPIRATION DATE AND THE WITHDRAWAL DEADLINE IS 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON APRIL 15, 1997, UNLESS EXTENDED.
To the Holders of Shares of
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.:
The Fund is offering to purchase up to 12,500,000 of its shares of common
stock, par value $.10 per share (the "Shares"), for cash at a price equal to
their net asset value ("NAV"), less any applicable Early Withdrawal Charge, as
of the close of the New York Stock Exchange on April 15, 1997, the Expiration
Date, unless extended, upon the terms and conditions set forth in this Offer to
Purchase (the "Offer") and the related Letter of Transmittal. The Shares are not
currently traded on an established secondary market. The NAV on March 13, 1997
was $9.99 per Share. You can obtain current NAV quotations from your Merrill
Lynch Financial Consultant or the Merrill Lynch, Pierce, Fenner & Smith
Incorporated Response Center (the "Merrill Lynch Response Center") (see Section
1). The Fund presently intends each quarter to consider making a tender offer
for its Shares at a price equal to their current NAV.
If more than 12,500,000 Shares are duly tendered prior to the expiration of
the Offer, assuming no changes in the factors originally considered by the Board
of Directors when it determined to make the Offer, the 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 12,500,000 Shares (or
such greater number of Shares sought) on a pro rata basis.
THIS OFFER IS BEING MADE TO ALL STOCKHOLDERS OF THE FUND AND IS NOT
CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
IMPORTANT
If you desire to tender all or any portion of your Shares, you should either
(1) request your broker, dealer, commercial bank, trust company or other nominee
to effect the transaction for you or (2) if you own your Shares directly,
complete and sign the Letter of Transmittal and mail or deliver it along with
any Share certificate(s) and any other required documents to the Fund's transfer
agent, Merrill Lynch Financial Data Services, Inc. (the "Transfer Agent"). If
your Shares are registered in the name of a broker, dealer, commercial bank,
trust company or other nominee, you must contact such broker, dealer, commercial
bank, trust company or other nominee if you desire to tender your Shares. Shares
held in your Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
Lynch") brokerage account are registered in the name of Merrill Lynch and are
not held by you directly. Merrill Lynch may charge its customers a $4.85
processing fee to confirm a repurchase of Shares from such customers pursuant to
the Offer.
NEITHER THE FUND NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY
STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. EACH
STOCKHOLDER MUST MAKE HIS OWN 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 THE
FUND AS TO WHETHER STOCKHOLDERS 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 THE FUND.
<PAGE>
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF
SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
Questions and requests for assistance may be directed to your Merrill Lynch
Financial Consultant or other nominee, or to the Transfer Agent at the address
and telephone number set forth below. Requests for additional copies of this
Offer to Purchase and the Letter of Transmittal should be directed to the
Merrill Lynch Response Center.
<TABLE>
<S> <C>
March 18, 1997 MERRILL LYNCH SENIOR FLOATING RATE
FUND, INC.
Merrill Lynch Response Center Transfer Agent: Merrill Lynch Financial Data
P.O. Box 30200 Services, Inc.
New Brunswick, New Jersey 08989-0200 Attn: Merrill Lynch Senior Floating Rate
Attn: Merrill Lynch Senior Floating Rate Fund, Inc.
Fund, Inc. P.O. Box 45289
(800) 637-7455, ext. 7198 Jacksonville, Florida 32232-5289
(800) 637-3863
</TABLE>
--------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTIONS PAGE
- ------------- ---------
<C> <S> <C>
1. Price; Number of Shares......................................................................... 3
2. Procedure for Tendering Shares.................................................................. 3
3. Early Withdrawal Charge......................................................................... 4
4. Withdrawal Rights............................................................................... 5
5. Payment for Shares.............................................................................. 5
6. Certain Conditions of the Offer................................................................. 5
7. Purpose of the Offer............................................................................ 6
8. Certain Effects of the Offer.................................................................... 6
9. Source and Amount of Funds...................................................................... 6
10. Summary of Selected Financial Information....................................................... 7
11. Certain Information About the Fund.............................................................. 7
12. Additional Information.......................................................................... 8
13. Certain Federal Income Tax Consequences......................................................... 8
14. Extension of Tender Period; Termination; Amendments............................................. 9
15. Miscellaneous................................................................................... 9
</TABLE>
2
<PAGE>
1. PRICE; NUMBER OF SHARES. The Fund will, upon the terms and subject to
the conditions of the Offer, purchase up to 12,500,000 of its issued and
outstanding Shares which are tendered and not withdrawn prior to 12:00 midnight,
New York City time, on April 15, 1997 (such time and date being hereinafter
called the "Initial 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 the
New York Stock Exchange on the Expiration Date. An Early Withdrawal Charge to
recover distribution expenses will be assessed on Shares accepted for purchase
which have been held for less than the applicable holding period (See Section
3). The Fund reserves the right to extend the Offer (See Section 14). The later
of the Initial Expiration Date or the latest time and date to which the Offer is
extended is hereinafter called the "Expiration Date."
The Offer is being made to all stockholders of the Fund and is not
conditioned upon any number of Shares being tendered. If more than 12,500,000
Shares are duly tendered prior to the expiration of the Offer, assuming no
changes in the factors originally considered by the Board of Directors when it
initially determined to make the Offer, the 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 12,500,000 Shares (or greater number of
Shares sought) on a pro rata basis.
As of February 28, 1997 there were approximately 290 million Shares issued
and outstanding and there were 2,365 holders of record of Shares (in addition,
Merrill Lynch maintains accounts for 103,861 beneficial owners of Shares). The
Fund has been informed that none of the Directors, officers or affiliates of the
Fund intends to tender any Shares pursuant to the Offer. The Shares currently
are not traded on any established secondary market. Current NAV quotations for
the Shares can be obtained from your Merrill Lynch Financial Consultant or from
the Merrill Lynch Response Center at (800) 637-7455, ext. 7198.
2. PROCEDURE FOR TENDERING SHARES. In order for you to tender any of your
Shares pursuant to the Offer, you may either: (a) request your broker, dealer,
commercial bank, trust company or other nominee to effect the transaction for
you, in which case a Letter of Transmittal is not required or (b) if the Shares
are registered in your name, send to the Transfer Agent, at the address set
forth on page 2, any certificates for such Shares, a properly completed and
executed Letter of Transmittal and any other documents required therein. Please
contact the Merrill Lynch Response Center at (800) 637-7455, ext. 7198 as to any
additional documents which may be required.
A. PROCEDURES FOR BENEFICIAL OWNERS HOLDING SHARES THROUGH MERRILL LYNCH OR
OTHER BROKERS OR NOMINEES.
If your Shares are registered in the name of a broker, dealer, commercial
bank, trust company or other nominee, you must contact such broker, dealer,
commercial bank, trust company or other nominee if you desire to tender your
Shares. You should contact such broker, dealer, commercial bank, trust company
or other nominee in sufficient time to permit notification of your desire to
tender to reach the Transfer Agent by the Expiration Date. No brokerage
commission will be charged on the purchase of Shares by the Fund pursuant to the
Offer. However, a broker or dealer may charge a fee for processing the
transaction on your behalf. Merrill Lynch may charge its customers a $4.85
processing fee to confirm a purchase of Shares pursuant to the Offer.
B. PROCEDURES FOR REGISTERED STOCKHOLDERS.
If you will be mailing or delivering the Letter of Transmittal and any other
required documents to the Transfer Agent in order to tender your Shares, they
must be received on or prior to the Expiration Date by the Transfer Agent at its
address set forth on page 2 of this Offer to Purchase.
Signatures on the Letter of Transmittal MUST be guaranteed by an "eligible
guarantor institution" as such is defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, the existence and validity of which may be verified by the
Transfer Agent through the use of industry publications. Notarized signatures
are not sufficient.
3
<PAGE>
Payment for Shares tendered and purchased will be made only after receipt by
the Transfer Agent on or before the Expiration Date of a properly completed and
duly executed Letter of Transmittal and any other required documents. If your
Shares are evidenced by certificates, those certificates must also be received
by the Transfer Agent on or prior to the Expiration Date.
THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
IS AT THE ELECTION AND RISK OF THE PARTY TENDERING THE SHARES. IF DOCUMENTS ARE
SENT BY MAIL, IT IS RECOMMENDED THAT THEY BE SENT BY REGISTERED MAIL, PROPERLY
INSURED, WITH RETURN RECEIPT REQUESTED.
C. DETERMINATIONS OF VALIDITY.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tenders will be determined by the Fund, in its sole
discretion, whose determination shall be final and binding. The 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 counsel for the Fund, be unlawful. The Fund also reserves the absolute right
to waive any of the conditions of the Offer or any defect in any tender with
respect to any particular Shares or any particular stockholder, and the Fund's
interpretations of the terms and conditions of the Offer will be final and
binding. Unless waived, any defects or irregularities in connection with tenders
must be cured within such times as the Fund shall determine. Tenders will not be
deemed to have been made until the defects or irregularities have been cured or
waived. Neither the Fund, its investment adviser and administrator, Merrill
Lynch Asset Management, L.P. ("MLAM"), nor the Transfer Agent, nor any other
person shall be obligated to give notice of any defects or irregularities in
tenders, nor shall any of them incur any liability for failure to give such
notice.
D. TENDER CONSTITUTES AN AGREEMENT.
A tender of Shares made pursuant to any one of the procedures set forth
above will constitute an agreement between the tendering stockholder and the
Fund in accordance with the terms and subject to the conditions of the Offer.
3. EARLY WITHDRAWAL CHARGE. The Fund will assess an Early Withdrawal
Charge on Shares accepted for purchase which have been held for less than three
years. The charge will be paid to Merrill Lynch Funds Distributor, Inc., a
wholly owned subsidiary of MLAM and the distributor of the Shares, to recover
distribution expenses. The Early Withdrawal Charge will be imposed on those
Shares accepted for tender based on an amount equal to the lesser of the then
current net asset value of the Shares or the cost of the Shares being tendered.
Accordingly, the Early Withdrawal Charge is not imposed on increases in the net
asset value above the initial purchase price. In addition, the Early Withdrawal
Charge is not imposed on Shares derived from reinvestments of dividends or
capital gains distributions. In determining whether an Early Withdrawal Charge
is payable, it is assumed that the acceptance of an offer to purchase tendered
Shares will be made first from Shares acquired through dividend reinvestment and
then from the earliest outright purchase of Shares. The Early Withdrawal Charge
imposed will vary depending on the length of time the Shares have been owned
since purchase (separate purchases shall not be aggregated for these purposes),
as set forth in the following table:
<TABLE>
<CAPTION>
EARLY
YEAR OF TENDER AFTER PURCHASE WITHDRAWAL CHARGE
- -------------------------------------------------------------------- -------------------------
<S> <C>
First............................................................... 3.0%
Second.............................................................. 2.0%
Third............................................................... 1.0%
Fourth and following................................................ 0.0%
</TABLE>
4
<PAGE>
In determining whether an Early Withdrawal Charge is applicable to a tender
of Shares, the calculation will be determined in the manner that results in the
lowest possible amount being charged. Therefore, it will be assumed that the
tender is first of Shares acquired through dividend reinvestment and of Shares
held for over three years and then of Shares held longest during the three-year
period. The Early Withdrawal Charge will not be applied to dollar amounts
representing an increase in the net asset value since the time of purchase.
4. WITHDRAWAL RIGHTS. You may withdraw Shares tendered at any time prior
to the Expiration Date and, if the Shares have not yet been accepted for payment
by the Fund, at any time after May 13, 1997.
Stockholders whose accounts are maintained through Merrill Lynch should
notify their Financial Consultant prior to the Expiration Date if they wish to
withdraw Shares. Stockholders whose accounts are maintained through another
broker, dealer, commercial bank, trust company or other nominee should notify
such nominee prior to the Expiration Date. Shareholders whose accounts are
maintained directly through the Transfer Agent should submit written notice to
the Transfer Agent.
To be effective, any notice of withdrawal must be timely received by the
Transfer Agent at the address set forth on page 2 of this Offer to Purchase. Any
notice of withdrawal must specify the name of the person having deposited the
Shares to be withdrawn, the number of Shares to be withdrawn, and, if the
certificates representing such Shares have been delivered or otherwise
identified to the Transfer Agent, the name of the registered holder(s) of such
Shares as set forth in such certificates and the number of Shares to be
withdrawn. If the certificates have been delivered to the Transfer Agent, then,
prior to the release of such certificate, you must also submit the certificate
numbers shown on the particular certificates evidencing such Shares and the
signature on the notice of the withdrawal must be guaranteed by an Eligible
Institution. All questions as to the form and validity (including time of
receipt) of notices of withdrawal will be determined by the Fund in its sole
discretion, whose determination shall be final and binding. Shares properly
withdrawn shall not thereafter be deemed to be tendered for purposes of the
Offer. However, withdrawn Shares may be retendered by following one of the
procedures described in Section 2 prior to the Expiration Date.
5. PAYMENT FOR SHARES. For purposes of the Offer, the Fund will be deemed
to have accepted for payment (and thereby purchased) Shares which are tendered
as, if and when it gives oral or written notice to the Transfer Agent of its
election to purchase such Shares.
Payment for Shares will be made promptly by the Transfer Agent to tendering
stockholders as directed by the Fund. Certificates for Shares not purchased (see
Sections 1 and 6), or for Shares not tendered included in certificates forwarded
to the Transfer Agent, will be returned promptly following the termination,
expiration or withdrawal of the Offer, without expense to the tendering
stockholder.
The Fund will pay all transfer taxes, if any, payable on the transfer to it
of Shares purchased pursuant to the Offer. If tendered certificates are
registered in the name of any person other than the person signing the Letter of
Transmittal, the amount of any such 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. The
Fund will not pay any interest on the purchase price under any circumstances.
As noted above, Merrill Lynch may charge its customers a $4.85 processing
fee to confirm a purchase of Shares from such customers pursuant to the Offer.
6. CERTAIN CONDITIONS OF THE OFFER. The Fund shall not be required to
accept for payment or pay for any Shares tendered, and may terminate or amend
the Offer or may postpone the acceptance for payment of or payment for Shares
tendered, if: (1) such purchases would impair the Fund's status as a regulated
investment company under the Internal Revenue Code (which would make the Fund a
taxable entity, causing the Fund's income to be taxed at the corporate level in
addition to the taxation of stockholders who receive dividends from the Fund);
(2) the Fund would not be able to liquidate portfolio securities in a manner
which is orderly and consistent with the Fund's investment objective and
policies in order to
5
<PAGE>
purchase Shares tendered pursuant to the Offer; or (3) there is, in the Board's
judgment, any (a) legal action or proceeding instituted or threatened
challenging the Offer or otherwise materially adversely affecting the Fund, (b)
declaration of a banking moratorium by Federal or state authorities or any
suspension of payment by banks in the United States or New York State, which is
material to the Fund, (c) limitation imposed by Federal or state authorities on
the extension of credit by lending institutions, (d) commencement of war, armed
hostilities or other international or national calamity directly or indirectly
involving the United States which is material to the Fund, or (e) other event or
condition which would have a material adverse effect on the Fund or its
stockholders if Shares tendered pursuant to the Offer were purchased.
If the Fund determines to amend the Offer or to postpone the acceptance for
payment of or payment for Shares tendered, it will, to the extent necessary,
extend the period of time during which the Offer is open as provided in Section
14. Moreover, in the event any of the foregoing conditions are modified or
waived in whole or in part at any time, the Fund will promptly make a public
announcement of such waiver and may, depending on the materiality of the
modification or waiver, extend the Offer period as provided in Section 14.
7. PURPOSE OF THE OFFER. The Fund does not currently believe there will be
an active secondary market for its Shares. The Board of Directors has determined
that it would be in the best interest of stockholders for the Fund to take
action to attempt to provide liquidity to stockholders. To that end, the
Directors presently intend each quarter to consider the making of a tender offer
to purchase the Shares at NAV. The Fund will at no time be required to make any
such tender offer.
8. CERTAIN EFFECTS OF THE OFFER. The Purchase of Shares pursuant to the
Offer will have the effect of increasing the proportionate interest in the Fund
of stockholders who do not tender their Shares. If you retain your Shares,
however, you will be subject to any increased risks that may result from the
reduction in the Fund's aggregate assets resulting from payment for the Shares,
including, for example, the potential for greater volatility due to decreased
diversification and higher expenses. However, the Fund believes that those risks
will be reduced to the extent new Shares of the Fund are sold. All Shares
purchased by the Fund pursuant to the Offer will be retired by the Board of
Directors of the Fund.
9. SOURCE AND AMOUNT OF FUNDS. The aggregate purchase price if 12,500,000
Shares are tendered and accepted for payment pursuant to the Offer will be
approximately $124,875,000. The Fund anticipates that the purchase price for any
Shares acquired pursuant to the Offer may be derived from (i) cash on hand, (ii)
the proceeds of the sale of cash equivalents held by the Fund, (iii) the
proceeds of sales of senior collateralized corporate loans held by the Fund
and/or (iv) borrowings by the Fund. If, in the judgment of the Directors, there
is not sufficient liquidity of the assets of the Fund, or availability of funds
from borrowings, to pay for tendered Shares, the Fund may terminate the Offer.
Presently, the Fund does not have any borrowing arrangements. In the future
the Fund may establish an unsecured revolving credit facility with one or more
lenders, one of whom may be an affiliate of MLAM.
6
<PAGE>
10. SUMMARY OF SELECTED FINANCIAL INFORMATION. Set forth below is a
summary of selected financial information for the Fund for the fiscal years
ended August 31, 1995 and 1996. This information has been excerpted from the
Fund's audited financial statements contained in its Annual Reports to
Stockholders for the years ended August 31, 1995 and 1996. More comprehensive
financial information is included in such reports (copies of which have been
filed as exhibits to the Schedule 13E-4 filed with the Securities and Exchange
Commission ("SEC") in connection with the Offer and may be obtained from the
Transfer Agent) and the summary of selected financial information set forth
below is qualified in its entirety by reference to such documents and the
financial information, the notes thereto and related matter contained therein.
SUMMARY OF SELECTED FINANCIAL INFORMATION
(IN 000'S EXCEPT PER SHARE DATA AND RATIOS)
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
AUGUST 31, AUGUST 31,
1995 1996
------------ ------------
<S> <C> <C>
INCOME STATEMENT
Investment income................................................................... $ 126,301 $ 215,322
Expenses............................................................................ 19,220 36,626
------------ ------------
Investment income--net.............................................................. $ 107,081 $ 178,696
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS--NET
Realized gain (loss) on investments--net............................................ 901 (8,719)
Change in unrealized appreciation on investments--net............................... (102) 1,208
FINANCIAL HIGHLIGHTS (AT END OF PERIOD)
Total assets........................................................................ $ 2,185,841 $ 2,958,412
Total liabilities................................................................... 22,371 12,885
------------ ------------
Net assets.......................................................................... $ 2,163,470 $ 2,945,527
Net asset value per share........................................................... $ 10.02 $ 9.99
Shares of common stock outstanding.................................................. 215,972 294,849
PER SHARE
Investment income--net.............................................................. $ .75 $ .66
Realized and unrealized gain (loss) on investments--net............................. --* (.03)
Dividends from net investment income to common shareholders......................... $ (.75) $ (.66)
RATIOS
Total expenses to average net assets................................................ 1.34% 1.34%
Investment income--net, to average net assets....................................... 7.45% 6.54%
</TABLE>
- ------------------------
* Amount is less than $0.01 per share.
11. CERTAIN INFORMATION ABOUT THE FUND. The Fund was incorporated under
the laws of the State of Maryland on July 17, 1989 and is a non-diversified,
closed-end, management investment company registered under the Investment
Company Act of 1940, as amended. The Fund seeks as high a level of current
income and such preservation of capital as is consistent with investment in
senior collateralized corporate loans ("Corporate Loans") made by banks and
other financial institutions. The Corporate Loans pay interest at rates which
float or reset at a margin above a generally-recognized base lending rate such
as the prime rate of a designated U.S. bank, the Certificate of Deposit rate or
the London InterBank Offered Rate. MLAM, an affiliate of Merrill Lynch, acts as
investment adviser and administrator for the Fund.
7
<PAGE>
There have not been any transactions involving the Shares of the Fund that
were effected during the past 40 business days by the Fund, any executive
officer or Director of the Fund, any person controlling the Fund, any executive
officer or director of any corporation ultimately in control of the Fund or by
any associate or subsidiary of any of the foregoing including any executive
officer or director of any such subsidiary, except that within the past 40
business days pursuant to the public offering of its Shares the Fund has sold
approximately 6.2 million Shares at a price equal to NAV on the date of each
such sale.
The principal executive offices of the Fund are located at 800 Scudders Mill
Road, Plainsboro, New Jersey 08536.
12. ADDITIONAL INFORMATION. The Fund has filed a statement on Schedule
13E-4 with the SEC which includes certain additional information relating to the
Offer. Such material may be inspected and copied at prescribed rates at the
SEC's public reference facilities at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549; Seven World Trade Center, New York, New York 10048; and
Room 3190, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of such material may also be obtained by mail at prescribed rates from the
Public Reference Branch of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549.
13. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following discussion is a
general summary of the Federal income tax consequences of a sale of Shares
pursuant to the Offer. You should consult your own tax adviser for a complete
description of the tax consequences to you of a sale of Shares pursuant to the
Offer.
The sale of Shares pursuant to the Offer will be a taxable transaction for
Federal income tax purposes, either as a "sale or exchange," or under certain
circumstances, as a "dividend." 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 receipt of cash (a) is "substantially
disproportionate" with respect to the stockholder, (b) results in a "complete
redemption" of the stockholder's interest in the Fund, or (c) is "not
essentially equivalent to a dividend" with respect to the stockholder. A
"substantially disproportionate" distribution generally requires a reduction of
at least 20% in the stockholder's proportionate interest in the Fund after all
shares are tendered. A "complete redemption" of a stockholder's interest
generally requires that all Shares directly owned or attributed to such
stockholder under Section 318 of the Code be disposed of. A distribution "not
essentially equivalent to a dividend" requires that there be a "meaningful
reduction" in the stockholder's interest, which should be the case if the
stockholder has a minimal interest in the Fund, exercises no control over Fund
affairs and suffers a reduction in his proportionate interest in the Fund.
If any of these three tests for "sale or exchange" treatment is met, you
will recognize gain or loss equal to the difference between the amount of cash
received pursuant to the Offer and the adjusted tax basis of the Shares sold.
Such gain or loss will be a capital gain or loss if the Shares sold have been
held by you as a capital asset. In general, capital gain or loss with respect to
Shares sold will be long-term capital gain or loss if the holding period for
such Shares is more than one year.
If none of the Code Section 302 tests is met, you may be treated as having
received, in whole or in part, a dividend, return of capital or capital gain,
depending on (i) whether the Fund has sufficient earnings and profits to support
a dividend and (ii) your tax basis in the Shares. The tax basis in the Shares
tendered to the Fund will be transferred to any remaining Shares held by you. In
addition, if the sale of Shares pursuant to the Offer is treated as a "dividend"
to a tendering stockholder, a Code Section 305(c) constructive dividend may
result to a non-tendering stockholder whose proportionate interest in the
earnings and assets of the Fund has been increased as a result of such tender.
Accordingly, the differentiation between "dividend" and "sale or exchange"
treatment is important with respect to the amount and character of income that
tendering stockholders are deemed to receive. In addition, while the marginal
tax rates for dividends and capital gains remain the same for corporate
stockholders, under the Code the top income tax rate on ordinary income of
individuals (39.6%) will exceed the maximum tax rate on long-term capital gains
(28%).
8
<PAGE>
In the event that the sale of Shares by a corporate stockholder pursuant to
the Offer is treated as a dividend, the corporate stockholder may be entitled to
claim a "dividends received deduction" on the cash received, which ordinarily
would be 70% of such dividend. However, corporate stockholders should consult
their tax advisers about certain provisions of the Code that may affect the
dividends received deduction.
The Transfer Agent will be required to withhold 31% of the gross proceeds
paid to a stockholder or other payee pursuant to the Offer unless either: (a)
the stockholder has provided the stockholder's taxpayer identification
number/social security number, and certifies under penalties of perjury: (i)
that such number is correct, and (ii) either that (A) the stockholder is exempt
from backup withholding, (B) the stockholder is not otherwise subject to backup
withholding as a result of a failure to report all interest or dividends, or (C)
the Internal Revenue Service has notified the stockholder that the stockholder
is no longer subject to backup withholding; or (b) an exception applies under
applicable law and Treasury regulations. Foreign stockholders may be required to
provide the Transfer Agent with a completed Form W-8, available from the
Transfer Agent, in order to avoid 31% backup withholding.
Unless a reduced rate of withholding or a withholding exemption is available
under an applicable tax treaty, a stockholder who is a nonresident alien or a
foreign entity may be subject to a 30% United States withholding tax on the
gross proceeds received by such stockholder, if the proceeds are treated as a
"dividend" under the rules described above. Foreign stockholders should consult
their tax advisers regarding application of these withholding rules.
14. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS. The Fund reserves
the right, at any time and from time to time, to extend the period of time
during which the Offer is pending by making a public announcement thereof. In
the event that the Fund so elects to extend the tender period, the NAV for the
Shares tendered will be determined as of the close of the New York Stock
Exchange on the Expiration Date, as extended. During any such extension, all
Shares previously tendered and not purchased or withdrawn will remain subject to
the Offer. The Fund also reserves the right, at any time and from time to time
up to and including the Expiration Date, to (a) terminate the 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 the Fund may
choose to make a public announcement of extension, termination or amendment,
except as provided by applicable law (including Rule 13e-4(e)(2)), 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.
15. MISCELLANEOUS. The Offer is not being made to, nor will tenders be
accepted from, stockholders in any jurisdiction in which the Offer or its
acceptance would not comply with the securities laws of such jurisdiction. The
Fund is not aware of any jurisdiction in which the Offer or tenders pursuant
thereto would not be in compliance with the laws of such jurisdiction. However,
the Fund reserves the right to exclude stockholders from the Offer in any
jurisdiction in which it is asserted that the Offer cannot lawfully be made. The
Fund believes such exclusion is permissible under applicable tender offer rules,
provided the Fund makes a good faith effort to comply with any state law deemed
applicable to the Offer. In any jurisdiction the securities laws of which
require the Offer to be made by a licensed broker or dealer the Offer shall be
deemed to be made on the Fund's behalf by Merrill Lynch.
MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC.
March 18, 1997
9
<PAGE>
EXHIBIT (a)(2)
<PAGE>
LETTER OF TRANSMITTAL
TO BE USED TO TENDER SHARES OF
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED MARCH 18, 1997
-------------------
THE EXPIRATION DATE AND THE WITHDRAWAL DEADLINE IS 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, APRIL 15, 1997, UNLESS EXTENDED
-------------------
TRANSFER AGENT:
MERRILL LYNCH FINANCIAL DATA SERVICES, INC.
ATTENTION: MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
P.O. BOX 45289
JACKSONVILLE, FLORIDA 32232-5289
TELEPHONE INFORMATION NUMBER: (800) 637-3863
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 STOCKHOLDER IS A RECORD
OWNER OF SHARES WHO DESIRES TO EFFECT THE TENDER OFFER TRANSACTION HIMSELF OR
HERSELF BY TRANSMITTING THE NECESSARY DOCUMENTS TO THE FUND'S TRANSFER AGENT AND
DOES NOT INTEND TO REQUEST HIS OR HER BROKER OR DEALER TO EFFECT THE TRANSACTION
FOR HIM OR HER. A STOCKHOLDER WHO HOLDS SHARES IN A MERRILL LYNCH ACCOUNT OR
THROUGH ANOTHER BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE
IS NOT THE RECORD OWNER AND SHOULD INSTRUCT HIS OR HER MERRILL LYNCH FINANCIAL
CONSULTANT OR SUCH OTHER NOMINEE TO EFFECT THE TENDER ON HIS OR HER BEHALF.
<PAGE>
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
The undersigned hereby tenders to the Merrill Lynch Senior Floating Rate
Fund, Inc., a closed-end investment company incorporated under the laws of the
State of Maryland (the "Fund"), the shares described below of its common stock,
par value $.10 per share (the "Shares"), at a price equal to the net asset value
per Share ("NAV") calculated on the Expiration Date (as defined in the Offer to
Purchase), in cash, less any applicable Early Withdrawal Charge, upon the terms
and conditions set forth in the Offer to Purchase dated March 18, 1997, receipt
of which is hereby acknowledged, and in this Letter of Transmittal (which
together constitute the "Offer").
The undersigned hereby sells to the Fund all Shares tendered hereby that are
purchased pursuant to the Offer and hereby irrevocably constitutes and appoints
the Transfer Agent as attorney in fact of the undersigned, 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
cancellation of such Shares on the Fund's books. The undersigned hereby warrants
that the undersigned 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 undersigned will
execute and deliver any additional documents necessary to complete the sale in
accordance with the terms of the Offer.
The undersigned recognizes that under certain circumstances set forth in the
Offer to Purchase, the Fund may not be required to purchase any of the Shares
tendered hereby. In that event, the undersigned understands that, in the case of
Shares evidenced by certificates, certificate(s) for any Shares not purchased
will be returned to the undersigned at the address indicated above. In the case
of Shares not evidenced by certificates and held in an Investment Account, the
Transfer Agent will cancel the tender order and no Shares will be withdrawn from
the Account.
The check for the purchase price for the tendered Shares purchased will be
issued to the order of the undersigned and mailed to the address indicated in
the "Description of Shares Tendered" table below.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and the obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
<PAGE>
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
<TABLE>
<CAPTION>
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN EXACTLY THE NAME(S) IN WHICH SHARES ARE SHARES TENDERED
REGISTERED) (ATTACH ADDITIONAL SCHEDULE IF NECESSARY)
NO. OF SHARES
CERTIFICATE LISTED NO. OF SHARES
NO.(S)* ON CERTIFICATE* TENDERED**
<S> <C> <C> <C>
Account No. Total Shares Tendered...........
</TABLE>
* Need not be completed by stockholders whose Shares are not evidenced by
certificates.
** To be completed by all tendering stockholders, whether or not your Shares
are evidenced by certificates. If you desire to tender fewer than all
Shares held in your account or evidenced by a certificate listed above,
please indicate in this column the number you wish to tender. Otherwise all
Shares evidenced by such certificate or held in your account will be deemed
to have been tendered.
SIGNATURE FORM
--SIGN HERE--
(SEE INSTRUCTIONS 1, 5 AND 8)
Social Security No.
or Taxpayer Identification No. ................
Under penalty of perjury, I certify (1) that the number set forth above is
my correct Social Security No. or Taxpayer Identification No. and (2) that I
am not subject to backup withholding either because (a) I am exempt from
backup withholding, (b) I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject thereto as a result of failure to
report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject thereto. INSTRUCTION: You must strike out the language in
(2) above if you have been notified that you are subject to backup
withholding due to underreporting and you have not received a notice from
the IRS that backup withholding has been terminated.
...........................................................................
...........................................................................
(SIGNATURE(S) OF OWNER(S) EXACTLY AS REGISTERED)
Date ................ , 1997
Name(s) ....................................................................
Address(es) ................................................................
(PLEASE PRINT)
Telephone Number ( ) ................
Signature(s) Guaranteed ....................................................
....................................................
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal
must be guaranteed by a member firm of a registered national securities
exchange, or a commercial bank or trust company having an office, branch or
agency in the United States. This Letter of Transmittal is to be used only if
you may effect the tender offer transaction yourself and do not intend to
request your broker or dealer to effect the transaction for you.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. Certificates for all
tendered Shares, together with a properly completed and duly executed Letter of
Transmittal, should be mailed or delivered to the Transfer Agent on or prior to
the Expiration Date at the appropriate address set forth herein and must be
received by the Transfer Agent prior to the Expiration Date.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER.
3. INADEQUATE SPACE. If the space provided is inadequate, the certificate
numbers and number of Shares should be listed on a separate signed schedule
attached hereto.
4. PARTIAL TENDERS. If fewer than all of the Shares in your Investment
Account or evidenced by any certificate submitted are to be tendered, fill in
the number of Shares which are to be tendered in the column entitled "No. of
Shares Tendered." If applicable, a new certificate for the remainder of the
Shares evidenced by your old certificate(s) will be sent to you as soon as
practicable after the Expiration Date of the Offer. All Shares represented by
certificate(s) listed or in your Investment Account are deemed to have been
tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, AUTHORIZATION AND ENDORSEMENTS.
(a) If the Letter of Transmittal is signed by the registered holder of the
Shares tendered hereby, the signature(s) must correspond with the name(s) in
which the Shares are registered.
(b) If the Shares are held of record by two or more joint holders, all such
holders must sign this Letter of Transmittal.
(c) If any tendered Shares are registered in different names it will be
necessary to complete, sign and submit as many separate Letters of Transmittal
as there are different registrations of Shares.
(d) When this Letter of Transmittal is signed by the registered holder(s) of
the Shares listed and, if applicable, of the certificates transmitted hereby, no
endorsements of certificates or separate authorizations are required.
(e) 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 Fund of their authority so to act.
6. TRANSFER TAXES. The Fund will pay all the taxes, if any, payable on the
transfer to it of Shares purchased pursuant to the Offer. If tendered
certificates are registered in the name of any person other than the person(s)
signing this Letter of Transmittal, the amount of any 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.
<PAGE>
7. 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 Fund, whose determinations shall be final and binding. The
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 counsel for the Fund, be unlawful. The Fund also reserves the
absolute right to waive any of the conditions of the Offer or any defect in any
tender with respect to any particular Shares or any particular stockholder, and
the Fund's interpretations of the terms and conditions of the Offer (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
Fund shall determine. Tenders will not be deemed to have been made until all
defects and irregularities have been cured or waived. Neither the Fund, Merrill
Lynch Asset Management L.P. nor the Transfer Agent, nor 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 any such notice.
8. IMPORTANT TAX INFORMATION. Under Federal income tax law, a stockholder
whose tendered Shares are accepted for payment is required by law to provide the
Transfer Agent (as payer) with his correct taxpayer identification number, which
is accomplished by completing and signing the Signature Form.
<PAGE>
EXHIBIT (a)(3)
<PAGE>
MERRILL LYNCH, PIERCE,
FENNER & SMITH
INCORPORATED
RESPONSE CENTER
P.O. BOX 30200
NEW BRUNSWICK, NJ
08989-0200
[LOGO]
Dear Stockholder:
As you requested, we are enclosing a copy of the Merrill Lynch Senior
Floating Rate Fund, Inc. (the "Fund") Offer to Purchase dated March 18, 1997
(the "Offer to Purchase") 12,500,000 Issued and Outstanding Shares (the
"Shares"). The Offer to Purchase is for cash at Net Asset Value ("NAV") per
share as of the expiration date of the Offer, less any Early Withdrawal Charge.
Together with the Offer to Purchase we are sending you a Form Letter of
Transmittal (the "Letter") for use by holders of record of Shares which you
should read carefully. Certain selected financial information with respect to
the Fund is set forth in the Offer to Purchase.
If, after reviewing the information set forth in the Offer to Purchase and
Letter, you wish to tender Shares for purchase by the Fund, please either
contact your Merrill Lynch Financial Consultant or other broker, dealer or
nominee to effect the tender for you or, if you are the record owner of the
Shares, you may follow the instructions contained in the Offer to Purchase and
Letter.
Neither the Fund nor its Board of Directors is making any recommendation to
any holder of Shares as to whether to tender Shares. Each stockholder is urged
to consult his or her broker or tax adviser before deciding whether to tender
any Shares.
The Fund's annualized distribution rate for the period January 28, 1997
through February 24, 1997, based on the amounts actually distributed by the
Fund, was 6.56%. The Fund's NAV on March 13, 1997 was $9.99 per Share. The Fund
publishes its NAV each week in BARRON'S. It appears in the "Investment Company
Institute List" under the sub-heading "Loan Participation Funds" within the
listings of mutual funds and closed-end funds.
Requests for current NAV quotations or for additional copies of the Offer to
Purchase, the Letter and any other tender offer documents may be directed to the
Merrill Lynch Response Center at (800) 637-7455, ext. 7198.
Should you have any other questions on the enclosed material, please do not
hesitate to contact your Merrill Lynch Financial Consultant or other broker or
dealer or call the Fund's Transfer Agent, Merrill Lynch Financial Data Services,
Inc., at 800 637-3863. We appreciate your continued interest in Merrill Lynch
Senior Floating Rate Fund, Inc.
Yours truly,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
<PAGE>
EXHIBIT (g)(1)
<PAGE>
EXHIBIT (g)(1)
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders,
Merrill Lynch Senior Floating Rate Fund, Inc.:
We have audited the accompanying statement of assets and
liabilities, including the schedule of investments, of Merrill Lynch
Senior Floating Rate Fund, Inc. as of August 31, 1996, the related
statements of operations and cash flows for the year then ended, the
statements of changes in net assets for each of the years in the two-
year period then ended, and the financial highlights for each of the
years in the five-year period then ended. These financial statements
and the financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these
financial statements and the financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements and the financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of securities owned at August
31, 1996 by correspondence with the custodian and financial
intermediaries. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights
present fairly, in all material respects, the financial position of
Merrill Lynch Senior Floating Rate Fund, Inc. as of August 31, 1996,
the results of its operations, its cash flows, the changes in its
net assets, and the financial highlights for the respective stated
periods in conformity with generally accepted accounting principles.
Deloitte & Touche LLP
Princeton, New Jersey
October 18, 1996
<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (in Thousands)
<CAPTION>
Face Loan Moody's Stated Value
Industries Amount Borrower Type Rating Maturity* (Note 1b)
Senior Secured Floating Rate Loan Interests*
<S> <C> <S> <S> <S> <S> <C>
Advertising-- $17,500 Eller Industries, Inc. Term A NR++ 6/30/02 $ 17,533
1.93% 14,327 Eller Industries, Inc. Term B NR++ 12/21/03 14,376
12,500 Outdoor Systems, Inc. Term B NR++ 12/31/02 12,516
9,167 Outdoor Systems, Inc. Term C NR++ 12/31/03 9,178
3,333 Outdoor Systems, Inc. Term C NR++ 12/31/03 3,338
Total Advertising (Cost--$56,069) 56,941
Aircraft & 5,000 Banner Industries, Inc. Term B NR++ 6/30/03 5,000
Parts--0.97% 4,612 Gulfstream Aerospace Corp. Term NR++ 3/31/97 4,615
9,260 Gulfstream Aerospace Corp. Term NR++ 3/31/98 9,263
4,041 Howmet Corp. Term B Ba3 11/20/02 4,056
2,237 Howmet Corp. Term C Ba3 5/20/03 2,246
3,500 Technetics Term NR++ 6/20/02 3,504
Total Aircraft & Parts (Cost--$28,540) 28,684
Amusement & 21,481 AMF Group, Inc. Axel A Ba3 3/31/03 21,629
Recreational 8,473 AMF Group, Inc. Axel B NR++ 3/31/04 8,553
Services-- 4,167 Amfac Parks, Inc. Term B NR++ 9/30/02 4,143
2.54% 10,000 Metro Goldwyn Mayer Co. Term NR++ 3/31/04 9,988
4,956 Orion Pictures Corp. Term Ba2 12/31/00 4,912
6,500 Panavision Inc. Term B NR++ 3/31/04 6,492
18,911 Six Flags Entertainment Corp. Term B Ba3 6/23/03 18,958
Total Amusement & Recreational Services (Cost--$74,176) 74,675
<PAGE>
Apparel--0.33% 9,900 Humphreys Inc. Term B NR++ 1/15/03 9,800
Total Apparel (Cost--$9,800) 9,800
Automobile 24,683 Collins & Aikman Corp. Term B B1 12/31/02 24,667
Equipment-- 420 Johnstown America Industrial Inc. Revolving Credit B1 3/31/02 401
1.61% 3,267 Johnstown America Industrial Inc. Term A B1 3/31/02 3,177
19,667 Johnstown America Industrial Inc. Term B B1 3/31/03 19,323
Total Automobile Equipment (Cost--$47,755) 47,568
Broadcast-- 4,600 Benedek Broadcasting Corp. Axel A Ba3 5/01/01 4,640
Radio & TV-- 4,500 Benedek Broadcasting Corp. Axel B Ba3 11/01/02 4,539
1.93% 3,989 Chancellor Broadcasting Inc. Term B Ba2 9/01/03 4,009
4,837 Ellis Communications Term B NR++ 3/31/03 4,849
16,770 Silver King Communications, Inc. Term B NR++ 7/31/02 16,728
12,000 Sinclair Broadcasting Group Inc. Term B NR++ 11/30/03 12,075
10,000 Sullivan Broadcasting Term B NR++ 12/31/03 10,025
Total Broadcast--Radio & TV (Cost--$56,450) 56,865
Building 4,506 Fenway Holdings, Inc. Term B NR++ 9/15/02 4,489
Materials-- 23,094 MTF Acquisition Term B NR++ 12/31/02 23,152
2.57% 29,975 National Gypsum Co. Term B NR++ 9/20/03 30,087
8,000 RSI Home Products Term NR++ 11/30/99 7,970
9,917 Walter Industrials, Inc. Term B NR++ 2/22/03 9,929
Total Building Materials (Cost--$75,186) 75,627
Cable TV 6,000 Cablevision of Ohio Term NR++ 12/31/05 5,996
Services-- 24,375 Chelsea Communications Term B NR++ 9/30/04 24,322
6.79% 20,000 Classic Cable Inc. Term B B1 6/30/05 19,900
18,810 Coaxial Communications Term B NR++ 12/31/99 18,763
5,000 Frontier Vision Term B NR++ 6/30/05 4,981
10,000 Intermedia Communications, Inc. Term Ba3 1/1/05 10,025
</TABLE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued) (in Thousands)
<CAPTION>
Face Loan Moody's Stated Value
Industries Amount Borrower Type Rating Maturity* (Note 1b)
Senior Secured Floating Rate Loan Interests*
<S> <C> <S> <S> <S> <S> <C>
Cable TV $ 3,937 Marcus Cable Operating Co. Revolving Credit NR++ 4/30/14 $ 3,908
Services 33,937 Marcus Cable Operating Co. Term A NR++ 12/31/02 33,895
(concluded) 43,000 Marcus Cable Operating Co. Term B NR++ 4/30/04 43,242
10,000 Triax Midwest Term B NR++ 6/30/05 9,950
25,000 Viacom, Inc. Term Ba2 7/1/02 24,992
<PAGE>
Total Cable TV Services (Cost--$199,083) 199,974
Chemicals-- 9,250 Cedar Chemical Term B NR++ 10/31/03 9,256
3.79% 26,662 Freedom Chemical Company Term B Ba3 6/30/02 26,596
5,071 Harris Specialty Chemicals Revolving Credit NR++ 12/30/01 4,691
229 Harris Specialty Chemicals Term A NR++ 12/30/01 212
366 Harris Specialty Chemicals Term A NR++ 12/30/01 339
1,035 Harris Specialty Chemicals Term B NR++ 12/30/99 957
4,902 Harris Specialty Chemicals Term B NR++ 12/30/01 4,534
1,508 Huntsman Corp. Revolving Credit NR++ 12/31/02 1,498
22,180 Huntsman Corp. Term NR++ 12/31/02 22,111
5,000 Hydrochem Term B NR++ 7/01/02 4,941
2,908 Inspec Chemical Corp. Term B NR++ 12/02/00 2,918
20,000 Sterling Chemicals, Inc. Term B B3 9/30/04 20,000
7,000 Texas Petrochemicals Term B Ba3 6/30/04 6,974
2,175 Thoro World Systems, Inc. Term A NR++ 12/31/00 2,012
4,849 Thoro World Systems, Inc. Term B NR++ 12/31/02 4,485
Total Chemicals (Cost--$112,516) 111,524
Consumer 3,212 Playtex Family Products Inc. Term A Ba2 6/30/02 3,190
Products-- 29,981 Playtex Family Products Inc. Term B Ba2 6/30/02 29,775
2.12% 7,246 RTI Funding Corp. Term B NR++ 2/07/03 7,255
7,246 RTI Funding Corp. Term C NR++ 2/07/04 7,255
15,000 Revlon Consumer Products Corp. Term Ba3 9/30/00 15,009
Total Consumer Products (Cost--$62,268) 62,484
Diversified 2,740 IMO Industries, Inc. Term A Ba3 4/30/01 2,740
Manufacturing-- 3,822 IMO Industries, Inc. Term B Ba3 4/30/01 3,829
0.93% 8,437 InterMetro Industries Term B NR++ 6/30/03 8,453
6,562 InterMetro Industries Term C NR++ 6/30/04 6,581
5,940 Thermadyne Industries, Inc. Revolving Credit B2 6/30/01 5,920
Total Diversified Manufacturing (Cost--$27,465) 27,523
Drug/ 6,526 Duane Reade Co. Term A NR++ 9/30/97 6,323
Proprietary 10,000 Duane Reade Co. Term B NR++ 9/30/99 9,688
Stores-- 8,312 Smith's Food & Drug Centers, Inc. Term B Ba3 11/30/03 8,375
2.25% 8,312 Smith's Food & Drug Centers, Inc. Term C Ba3 11/30/04 8,380
8,312 Smith's Food & Drug Centers, Inc. Term D Ba3 8/31/05 8,385
15,480 Thrifty Payless Holdings, Inc. Revolving Credit B1 12/31/02 15,228
10,000 Thrifty Payless Holdings, Inc. Term A B1 12/31/02 9,922
Total Drug/Proprietary Stores (Cost--$66,439) 66,301
Electronics/ 21,450 Berg Electronics Inc. Term Ba3 12/31/02 21,423
Electrical 5,617 Communications & Power Industries Inc. Term B NR++ 8/11/02 5,610
Components-- 4,831 Details, Inc. Term A NR++ 1/31/01 4,831
3.84% 9,955 International Wire Corp. Term B NR++ 9/30/02 9,970
9,974 International Wire Corp. Term C NR++ 9/30/03 10,005
16,344 Northrop Grumman Corp. Term II NR++ 3/01/02 16,318
565 Reliance Communications Technology Revolving Credit NR++ 9/11/01 564
4,500 Reliance Communications Technology Term A NR++ 9/11/01 4,494
</TABLE>
<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued)) (in Thousands)
<CAPTION>
Face Loan Moody's Stated Value
Industries Amount Borrower Type Rating Maturity* (Note 1b)
Senior Secured Floating Rate Loan Interests*
<S> <C> <S> <S> <S> <S> <C>
Electronics/ $12,893 Reliance Communications Technology Term B NR++ 3/11/04 $ 12,905
Electrical 11,903 Reliance Communications Technology Term C NR++ 3/11/03 11,914
Components 7,460 Tracor Inc. Term B Ba3 10/31/00 7,483
(concluded) 7,461 Tracor Inc. Term C Ba3 4/30/01 7,484
Total Electronics/Electrical Components (Cost--$112,613) 113,001
Food & 7,481 American Italian Pasta Term C NR++ 2/28/04 7,416
Kindred 7,500 Amerifoods Term B NR++ 6/30/01 5,625
Products-- 7,500 Amerifoods Term C NR++ 6/30/02 5,625
5.53% 3,990 Ameriking Inc. Term B NR++ 1/31/04 3,992
8,611 MAFCO Worldwide Corp. Term B NR++ 6/30/01 8,589
4,907 President Baking Co., Inc. Term B NR++ 9/30/00 4,895
13,600 SC International Corp., Inc. Caterair 'A' B2 9/15/00 13,583
8,791 SC International Corp., Inc. Caterair 'B' B2 9/15/01 8,835
14,356 SC International Corp., Inc. SCI 'A' B2 9/15/00 14,335
1,027 SC International Corp., Inc. SCI 'A2' B2 9/15/00 1,024
10,962 SC International Corp., Inc. SCI 'B' B2 9/15/02 11,016
3,024 SC International Corp., Inc. SCI 'C' B2 9/15/03 3,040
2,000 Select Beverages Inc. Term B NR++ 6/30/01 2,000
2,970 Select Beverages Inc. Term C NR++ 6/30/01 2,977
43,159 Specialty Foods Corp. Term B B3 4/30/01 43,048
7,385 Van De Kamps Inc. Term B Ba3 4/30/03 7,403
4,615 Van De Kamps Inc. Term C Ba3 9/30/03 4,627
6,652 Volume Services Term B NR++ 12/31/02 6,636
3,326 Volume Services Term C NR++ 12/31/03 3,326
4,969 Windsor Quality Food Term B NR++ 12/31/02 4,944
Total Food & Kindred Products (Cost--$165,634) 162,936
Funeral Homes 7,980 Loewen Group Inc. Revolving Credit Ba1 5/29/01 7,955
& Parlors-- 15,000 Prime Succession International Group Axel NR++ 7/25/01 15,187
0.79%
Total Funeral Homes & Parlors (Cost--$22,924) 23,142
Furniture & 4,945 Furniture Brands International Term B Ba3 3/29/03 4,966
Fixtures-- 11,370 Knoll, Inc. Term B B1 8/31/03 11,413
1.07% 15,000 Lifestyle Furnishings International Term B NR++ 8/31/04 15,038
Total Furniture & Fixtures (Cost--$31,153) 31,417
<PAGE>
General 11,719 Federated Department Stores Inc. Revolving Credit Ba1 3/31/00 11,528
Merchandise 26,677 Federated Department Stores Inc. Term Ba1 3/31/00 26,611
Stores--3.14% 2,614 Federated Department Stores Inc. Term B Ba1 3/31/00 2,607
35,000 Kmart Corp. Term A Ba1 6/17/99 35,011
4,485 Music Acquisition Term B NR++ 8/31/01 1,615
4,952 Music Acquisition Term C NR++ 8/31/02 1,783
1,902 Saks & Co. Term A NR++ 6/30/98 1,897
11,320 Saks & Co. Term B NR++ 6/30/00 11,292
Total General Merchandise Stores (Cost--$97,699) 92,344
Grocery 10,400 Big V Supermarkets Inc. Term B NR++ 3/15/00 10,244
Stores--2.28% 4,863 Bruno's, Inc. Term B B1 2/18/02 4,887
4,863 Bruno's, Inc. Term C B1 2/18/03 4,887
4,294 Dominick's Finer Foods Inc. Term B Ba2 3/31/02 4,315
4,652 Dominick's Finer Foods Inc. Term C Ba2 3/31/03 4,675
4,652 Dominick's Finer Foods Inc. Term D Ba2 9/30/03 4,675
4,530 Pathmark Stores Inc. Term B Ba3 10/31/99 4,532
3,700 Ralph's Grocery Company Revolving Credit Ba3 6/15/01 3,628
3,316 Ralph's Grocery Company Term A Ba3 6/15/01 3,318
4,860 Ralph's Grocery Company Term B Ba3 6/15/02 4,884
</TABLE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued)) (in Thousands)
<CAPTION>
Face Loan Moody's Stated Value
Industries Amount Borrower Type Rating Maturity* (Note 1b)
Senior Secured Floating Rate Loan Interests*
<S> <C> <S> <S> <S> <S> <C>
Grocery $ 4,859 Ralph's Grocery Company Term C Ba3 6/15/03 $ 4,879
Stores 4,859 Ralph's Grocery Company Term D Ba3 2/15/04 4,909
(concluded) 4,197 Star Markets Co., Inc. Term B Ba3 12/31/01 4,182
3,145 Star Markets Co., Inc. Term C Ba3 12/31/02 3,133
Total Grocery Stores (Cost--$66,624) 67,148
Health 16,336 Community Health Systems, Inc. Term B NR++ 12/31/03 16,376
Services-- 16,336 Community Health Systems, Inc. Term C NR++ 12/31/04 16,376
3.50% 12,329 Community Health Systems, Inc. Term D NR++ 12/31/05 12,360
3,273 Dade International, Inc. Term B B1 12/31/02 3,293
3,273 Dade International, Inc. Term C B1 12/31/03 3,297
3,455 Dade International, Inc. Term D B1 12/31/04 3,487
4,909 Medical Specialties Term NR++ 6/30/01 4,894
13,091 Medical Specialties Axel NR++ 6/30/01 13,050
6,491 Merit Behavioral Care Corp. Term A B2 4/06/02 6,465
16,009 Merit Behavioral Care Corp. Term B B2 10/06/03 16,019
3,088 OrNda Healthcare Corp. Revolving Credit NR++ 10/30/01 3,086
4,534 OrNda Healthcare Corp. Term A NR++ 10/30/01 4,536
<PAGE>
Total Health Services (Cost--$102,597) 103,239
Leasing & 19,760 Prime Acquisition Term B1 12/31/00 19,772
Rental
Services--
0.67%
Total Leasing & Rental Services (Cost--$19,675) 19,772
Manufacturing-- 10,492 Calmar Inc. Axel A B1 9/15/03 10,433
1.12% 7,869 Calmar Inc. Axel B B1 3/15/04 7,840
14,700 Trans Technology Corp. Term B NR++ 6/30/02 14,663
Total Manufacturing (Cost--$32,838) 32,936
Measuring, 9,331 CHF/Ebel USA Inc. Term B NR++ 9/30/01 9,184
Analyzing & 10,956 Graphic Controls Corp. Term B B1 9/28/03 10,976
Controlling
Instruments--
0.68%
Total Measuring, Analyzing & Controlling Instruments (Cost--$20,088) 20,160
Message 5,000 Dictaphone Co. Term B B1 6/30/02 4,800
Communications--
0.16%
Total Message Communications (Cost--$4,967) 4,800
Metals & 5,000 Anker Coal Term B NR++ 6/30/04 4,988
Mining-- 220 UCAR International Inc. Revolving Credit Ba3 12/31/01 220
0.61% 1,319 UCAR International Inc. Term A Ba3 12/31/01 1,320
11,571 UCAR International Inc. Term B Ba3 12/31/03 11,586
Total Metals & Mining (Cost--$18,076) 18,114
Packaging-- 8,625 IPC, Inc. Term B1 9/30/01 8,636
1.64% 5,800 Mail-Well, Inc./Supremex Revolving Credit Ba2 7/31/03 5,811
9,541 Mail-Well, Inc./Supremex Term B Ba2 7/31/03 9,560
7,170 Silgan Corp. Revolving Credit Ba3 12/31/00 7,166
16,794 Silgan Corp. Term B Ba3 3/15/02 16,999
Total Packaging (Cost--$47,744) 48,172
Paper-- 19,850 Crown Paper Co. Term B Ba3 8/22/03 19,949
11.70% 21,919 Fort Howard Corp. Term A Ba3 3/08/02 21,947
16,760 Fort Howard Corp. Term B Ba3 12/31/02 16,864
274 Jefferson Smurfit Company/Container
Corp. of America Revolving Credit Ba3 4/30/01 270
25,012 Jefferson Smurfit Company/Container
Corp. of America Term A Ba3 4/30/01 24,942
</TABLE>
<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued)) (in Thousands)
<CAPTION>
Face Loan Moody's Stated Value
Industries Amount Borrower Type Rating Maturity* (Note 1b)
Senior Secured Floating Rate Loan Interests*
<S> <C> <S> <S> <S> <S> <C>
Paper $ 6,786 Jefferson Smurfit Company/Container
(concluded) Corp. of America Term B Ba3 4/30/01 $ 6,829
49,530 Jefferson Smurfit Company/Container
Corp. of America Term B Ba3 4/30/02 49,839
13,210 Jefferson Smurfit Company/Container
Corp. of America Term C Ba2 10/31/02 13,292
63,571 Riverwood International Corp. Term B Ba3 2/28/04 63,850
24,429 Riverwood International Corp. Term C Ba3 8/28/04 24,535
29,744 S.D. Warren Co. Term B Ba2 6/30/02 29,847
36,820 Stone Container Corp. Term B Ba3 4/01/00 36,981
25,372 Stone Container Corp. Term C Ba3 4/01/00 25,499
10,000 Stone Container Corp. Term D Ba3 10/01/03 10,050
Total Paper (Cost--$340,762) 344,694
Printing & 7,500 Advanstar Communications Term B NR++ 12/21/03 7,467
Publishing-- 21,358 American Media Term B Ba2 9/30/02 21,251
3.17% 9,312 Journal News Co. Term NR++ 12/31/01 9,289
7,000 Marvel Entertainment Group, Inc. Term B NR++ 2/28/02 6,921
3,452 Print Tech International PLC Term B NR++ 12/29/01 3,424
10,000 Treasure Chest Term NR++ 12/31/02 10,025
35,000 World Color Press, Inc. Term C B1 12/29/02 34,891
Total Printing & Publishing (Cost--$93,381) 93,268
Rendering-- 4,990 CBP Resources Inc. Term B NR++ 9/30/03 4,993
0.17%
Total Rendering (Cost--$4,954) 4,993
Security 9,920 Borg Warner Corp. Term B3 12/31/98 9,901
Systems
Services--
0.34%
Total Security Systems Services (Cost--$9,842) 9,901
Telephone 8,000 Arch Communications Group, Inc. Term B B1 12/31/03 8,027
Communica- 18,316 Comcast Corp. Term Ba3 9/30/04 18,219
tions--3.14% 808 MobileMedia Corp. Revolving Credit B1 6/30/02 801
13,034 MobileMedia Corp. Term A B1 6/30/02 13,052
1,667 MobileMedia Corp. Term B1 B1 6/30/02 1,672
9,667 MobileMedia Corp. Term B B1 6/30/03 9,637
3,333 MobileMedia Corp. Term B2 B1 6/30/03 3,343
12,712 Paging Network Inc. Revolving Credit Ba2 12/31/04 12,688
4,964 Shared Technologies Cellular, Inc. Term B B1 3/31/03 4,946
20,000 Western Wireless Corp. Term B B1 3/31/05 20,144
<PAGE>
Total Telephone Communications (Cost--$92,096) 92,529
Textiles/Mill 10,000 Polymer Group, Inc. Term A Ba3 3/31/02 9,975
Products--
0.34%
Total Textiles/Mill Products (Cost--$9,966) 9,975
Transportation 7,546 Atlas Air, Inc. Revolving Credit NR++ 6/30/98 7,532
Services-- 25,000 Continental Micronesia Axel NR++ 7/31/03 25,016
1.39% 8,373 Petro PSC Properties L.P. Term B NR++ 5/24/01 8,315
Total Transportation Services (Cost--$40,702) 40,863
Waste Manage- 5,000 American Disposal Services, Inc. Term NR++ 6/30/03 4,969
ment--0.17%
Total Waste Management (Cost--$4,969) 4,969
Total Senior Secured Floating Rate Loan Interests (Cost--$2,155,051)--73.21% 2,156,339
</TABLE>
<TABLE>
SCHEDULE OF INVESTMENTS (concluded) (in Thousands)
<CAPTION>
Shares Value
Industries Held Equity Investments (Note 1b)
<S> <C> <S> <C>
Broadcast/ 1 Classic Cable, Inc. (Warrants) (a) $ --
Media--0.00%
Restaurants-- 44 Flagstar Companies, Inc. 93
0.00%
Total Equity Investments (Cost--$0)--0.00% 93
Total Long-Term Investments (Cost--$2,155,051)--73.21% 2,156,432
Short-Term Investments
Commercial American Express Credit Corp. ($40,000 par, maturing 10/11/1996, yielding 5.30%) 39,776
Paper**--25.60% CIT Group Holdings Inc. ($25,000 par, maturing 9/10/1996, yielding 5.32%) 24,974
CIT Group Holdings Inc. ($32,000 par, maturing 9/23/1996, yielding 5.35%) 31,905
CIT Group Holdings Inc. ($30,000 par, maturing 10/04/1996, yielding 5.31%) 29,863
Ciesco L.P. ($30,000 par, maturing 9/06/1996, yielding 5.40%) 29,987
Ciesco L.P. ($50,000 par, maturing 10/16/1996, yielding 5.28%) 49,685
General Electric Capital Corp. ($62,560 par, maturing 9/03/1996, yielding 5.30%) 62,560
Goldman Sachs Group L.P. ($50,000 par, maturing 9/06/1996, yielding 5.42%) 49,977
Goldman Sachs Group L.P. ($50,000 par, maturing 9/20/1996, yielding 5.28%) 49,875
<PAGE>
Goldman Sachs Group L.P. ($30,000 par, maturing 10/07/1996, yielding 5.30%) 29,850
Knight-Ridder Inc. ($48,500 par, maturing 9/23/1996, yielding 5.28%) 48,358
Monsanto Co. ($10,000 par, maturing 9/06/1996, yielding 5.40%) 9,995
National Fleet Fund, Inc. ($20,000 par, maturing 9/13/1996, yielding 5.35%) 19,970
National Fleet Fund, Inc. ($28,700 par, maturing 9/16/1996, yielding 5.40%) 28,644
National Fleet Fund, Inc. ($10,500 par, maturing 10/01/1996, yielding 5.33%) 10,456
National Fleet Fund, Inc. ($15,000 par, maturing 10/02/1996, yielding 5.29%) 14,936
Preferred Receivables Funding, Inc. ($50,225 par, maturing 9/04/1996, yielding
5.35%) 50,218
Preferred Receivables Funding, Inc. ($34,825 par, maturing 9/09/1996, yielding
5.42%) 34,794
Preferred Receivables Funding, Inc. ($30,000 par, maturing 9/10/1996, yielding
5.38%) 29,969
Shell Oil Co. ($20,000 par, maturing 9/04/1996, yielding 5.36%) 19,997
USAA Capital Corp. ($30,000 par, maturing 9/03/1996, yielding 5.40%) 30,000
Xerox Corp. ($30,000 par, maturing 9/18/1996, yielding 5.35%) 29,933
Xerox Credit Corp. ($28,600 par, maturing 10/11/1996, yielding 5.27%) 28,441
Total Commercial Paper (Cost--$754,163) 754,163
US Government Federal Home Loan Mortgage Corp. ($23,000 par, maturing 9/26/1996, yielding 5.28%) 22,922
& Agency
Obligations**--
0.78%
Total US Government & Agency Obligations (Cost--$22,922) 22,922
Total Short-Term Investments (Cost--$777,085)--26.38% 777,085
Total Investments (Cost--$2,932,136)--99.59% 2,933,517
Other Assets Less Liabilities--0.41% 12,010
----------
Net Assets--100.00% $2,945,527
==========
<FN>
(a)Warrants entitle the Fund to purchase a predetermined number of
common stock. The purchase price and numbers of share are subject to
adjustment under certain conditions until the expiration date.
++Not Rated.
Ratings of issues shown have not been audited by Deloitte &
Touche LLP.
*The interest rates on senior secured floating rate loan interests
are subject to change periodically based on the change in the prime
rate of a US Bank, LIBOR (London Interbank Offered Rate), or, in
some cases, another base lending rate. The interest rates shown are
those in effect at August 31, 1996.
**Commercial Paper and certain US Government & Agency Obligations
are traded on a discount basis; the interest rates shown are the
discount rates paid at the time of purchase by the Fund.
See Notes to Financial Statements.
</TABLE>
<PAGE>
FINANCIAL INFORMATION
<TABLE>
Statement of Assets and Liabilities as of August 31, 1996
<S> <S> <C> <C>
Assets: Investments, at value (identified cost--$2,932,135,993) (Note 1b) $ 2,933,517,310
Cash 2,660,488
Receivables:
Interest $ 17,464,064
Capital shares sold 2,846,301
Commitment fees 243,999 20,554,364
----------------
Prepaid registration fees and other assets (Note 1f) 1,680,474
----------------
Total assets 2,958,412,636
----------------
Liabilities: Payables:
Dividends to shareholders (Note 1g) 3,531,978
Investment adviser (Note 2) 2,500,916
Administrator (Note 2) 658,136
Securities purchased 210,453 6,901,483
----------------
Deferred income (Note 1e) 2,944,484
Accrued expenses and other liabilities 3,039,323
----------------
Total liabilities 12,885,290
----------------
Net Assets: Net assets $ 2,945,527,346
================
Net Assets Common Stock, par value $0.10 per share; 1,000,000,000
Consist of: shares authorized $ 29,484,938
Paid-in capital in excess of par 2,922,519,503
Accumulated realized capital losses on investments--net (Note 7) (7,858,412)
Unrealized appreciation on investments--net (Note 3) 1,381,317
----------------
Net Assets--Equivalent to $9.99 per share based on 294,849,377
shares of beneficial interest outstanding $ 2,945,527,346
================
</TABLE>
<PAGE>
<TABLE>
Statement of Operations
<CAPTION>
For the Year Ended August 31, 1996
<S> <S> <C> <C>
Investment Income Interest and discount earned $ 210,982,851
(Note 1e): Facility and other fees 4,338,982
Dividends 149
----------------
Total income 215,321,982
----------------
Expenses: Investment advisory fees (Note 2) $ 25,872,222
Administrative fees (Note 2) 6,808,480
Transfer agent fees (Note 2) 1,697,281
Registration fees (Note 1f) 707,018
Accounting services (Note 2) 401,728
Professional fees 368,275
Tender offer costs 189,772
Custodian fees 189,706
Printing and shareholder reports 173,171
Borrowing costs (Note 6) 141,903
Directors' fees and expenses 47,788
Other 28,416
----------------
Total expenses 36,625,760
----------------
Investment income--net 178,696,222
----------------
Realized & Realized loss on investments--net (8,718,939)
Unrealized Change in unrealized appreciation on investments--net 1,207,962
Gain (Loss) on ----------------
Investments--Net Net Increase in Net Assets Resulting from Operations $ 171,185,245
(Notes 1c, 1e & 3): ================
See Notes to Financial Statements.
</TABLE>
FINANCIAL INFORMATION (continued)
<TABLE>
Statements of Changes in Net Assets
<CAPTION>
For the Year Ended August 31,
Increase (Decrease) in Net Assets: 1996 1995
<S> <S> <C> <C>
Operations: Investment income--net $ 178,696,222 $ 107,081,243
Realized gain (loss) on investments--net (8,718,939) 901,282
Change in unrealized appreciation/depreciation on
investments--net 1,207,962 (102,235)
---------------- ----------------
Net increase in net assets resulting from operations 171,185,245 107,880,290
---------------- ----------------
<PAGE>
Dividends to Investment income--net (178,696,222) (107,081,243)
Shareholders ---------------- ----------------
(Note 1g): Net decrease in net assets resulting from dividends to
shareholders (178,696,222) (107,081,243)
---------------- ----------------
Capital Share Net increase in net assets resulting from capital share
Transactions transactions 789,568,710 1,228,207,869
(Note 4): ---------------- ----------------
Net Assets: Total increase in net assets 782,057,733 1,229,006,916
Beginning of year 2,163,469,613 934,462,697
---------------- ----------------
End of year $ 2,945,527,346 $ 2,163,469,613
================ ================
</TABLE>
<TABLE>
Statement of Cash Flows
<CAPTION>
For the Year Ended
August 31, 1996
<S> <S> <C>
Cash Provided by Net increase in net assets resulting from operations $ 171,185,245
Operating Adjustments to reconcile net increase (decrease) in net assets
Activities: resulting from operations to net cash provided by operating activities:
Increase in receivables (2,336,872)
Increase in other assets (61,009)
Increase in other liabilities 5,662,709
Realized and unrealized loss on investments--net 7,510,977
Amortization of discount (45,530,880)
----------------
Net cash provided by operating activities 136,430,170
----------------
Cash Used for Proceeds from principal payments and sales of loan interests 1,502,664,427
Investing Purchases of loan interests (2,009,125,818)
Activities: Purchases of short-term investments (24,131,663,141)
Proceeds from sales and maturities of short-term investments 23,873,927,588
----------------
Net cash used for investing activities (764,196,944)
----------------
Cash Provided by Cash receipts on capital shares sold 993,247,884
Financing Cash payments on capital shares tendered (273,723,209)
Activities: Dividends paid to shareholders (89,097,413)
----------------
Net cash provided by financing activities 630,427,262
----------------
<PAGE>
Cash: Net increase in cash 2,660,488
Cash at beginning of year 0
----------------
Cash at end of year $ 2,660,488
================
Non-Cash Capital shares issued in reinvestment of dividends paid to shareholders $ 90,287,773
Financing ================
Activities:
See Notes to Financial Statements.
</TABLE>
FINANCIAL INFORMATION (concluded)
<TABLE>
Financial Highlights
The following per share data and ratios have been derived
from information provided in the financial statements.
For the Year Ended August 31,
Increase (Decrease) in Net Asset Value: 1996 1995 1994 1993 1992
<S> <S> <C> <C> <C> <C> <C>
Per Share Net asset value, beginning of year $ 10.02 $ 10.02 $ 10.02 $ 9.99 $ 9.99
Operating -------- -------- -------- -------- --------
Performance: Investment income--net .66 .75 .59 .53 .64
Realized and unrealized gain (loss) on
investments--net (.03) --++ --++ .03 --
-------- -------- -------- -------- --------
Total from investment operations .63 .75 .59 .56 .64
-------- -------- -------- -------- --------
Less dividends from investment income--net (.66) (.75) (.59) (.53) (.64)
-------- -------- -------- -------- --------
Net asset value, end of year $ 9.99 $ 10.02 $ 10.02 $ 10.02 $ 9.99
======== ======== ======== ======== ========
Total Investment Based on net asset value per share 6.53% 7.68% 5.94% 5.74% 6.58%
Return:* ======== ======== ======== ======== ========
Ratios to Expenses, net of reimbursement 1.34% 1.34% 1.43% 1.47% 1.39%
Average ======== ======== ======== ======== ========
Net Assets: Expenses 1.34% 1.34% 1.43% 1.47% 1.41%
======== ======== ======== ======== ========
Investment income--net 6.54% 7.45% 5.75% 5.27% 6.58%
======== ======== ======== ======== ========
<PAGE>
Supplemental Net assets, end of year (in millions) $ 2,946 $ 2,163 $ 934 $ 713 $ 834
Data: ======== ======== ======== ======== ========
Portfolio turnover 80.20% 55.23% 61.31% 90.36% 46.48%
======== ======== ======== ======== ========
<FN>
*Total investment returns exclude the effects of
sales loads. The Fund is a continuously offered
closed-end fund, the shares of which are offered
at net asset value. Therefore, no separate market exists.
++Amount is less than $.01 per share.
See Notes to Financial Statements.
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies:
Merrill Lynch Senior Floating Rate Fund, Inc. (the "Fund") is
registered under the Investment Company Act of 1940 as a
continuously offered, non-diversified, closed-end management
investment company.
(a) Loan participation interests--The Fund invests in senior secured
floating rate loan interests ("Loan Interests") with collateral
having a market value, at time of acquisition by the Fund, which
Fund management believes equals or exceeds the principal amount of
the corporate loan. The Fund may invest up to 20% of its total
assets in loans made on an unsecured basis. Depending on how the
loan was acquired, the Fund will regard the issuer as including the
corporate borrower along with an agent bank for the syndicate of
lenders and any intermediary of the Fund's investment. Because
agents and intermediaries are primarily commercial banks, the Fund's
investment in corporate loans at August 31, 1996 could be considered
to be concentrated in commercial banking.
(b) Valuation of investments--Until June 17, 1996, Loan Interests
were valued at fair value as determined in good faith by or under
the direction of the Board of Directors of the Fund. As of June 17,
1996, pursuant to the approval of the Board of Directors, the Loan
Interests are valued at the average of the mean between the bid
and asked quotes received from one or more brokers, if available.
<PAGE>
Other portfolio securities may be valued on the basis of prices
furnished by one or more pricing services which determine prices for
normal, institutional-size trading units of such securities using
market information, transactions for comparable securities and
various relationships between securities which are generally
recognized by institutional traders. In certain circumstances,
portfolio securities are valued at the last sale price on the
exchange that is the primary market for such securities, or the last
quoted bid price for those securities for which the over-the-counter
market is the primary market or for listed securities in which there
were no sales during the day. Short-term securities with remaining
maturities of sixty days or less are valued at amortized cost, which
approximates market value. Securities and assets for which market
quotations are not readily available are valued at fair value as
determined in good faith by or under the direction of the Board of
Directors of the Fund.
(c) Derivative financial instruments--The Fund may engage in various
portfolio strategies to seek to increase its return by hedging its
portfolio against adverse movements in the debt markets. Losses may
arise due to changes in the value of the contract or if the
counterparty does not perform under the contract.
* Interest rate transactions--The Fund is authorized to enter into
interest rate swaps and purchase or sell interest rate caps and
floors. In an interest rate swap, the Fund exchanges with another
party their respective commitments to pay or receive interest on a
specified notional principal amount. The purchase of an interest
rate cap (or floor) entitles the purchaser, to the extent that a
specified index exceeds (or falls below) a predetermined interest
rate, to receive payments of interest equal to the difference
between the index and the predetermined rate on a notional principal
amount from the party selling such interest rate cap (or floor).
(d) Income taxes--It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute substantially all of its
taxable income to its shareholders. Therefore, no Federal income tax
provision is required.
(e) Security transactions and investment income--Security
transactions are recorded on the dates the transactions are entered
into (the trade dates). Interest is recognized on the accrual basis.
Realized gains and losses on security transactions are determined on
the identified cost basis. Facility fees are accreted into income
over the term of the related loan.
(f) Prepaid registration fees--Prepaid registration fees are charged
to expense as the related shares are issued.
<PAGE>
(g) Dividends and distributions--Dividends from net investment
income are declared daily and paid monthly. Distributions of capital
gains are recorded on the ex-dividend dates.
2. Investment Advisory and Administrative Services
Agreement and Transactions with Affiliates:
The Fund has entered into an Investment Advisory Agreement with
Merrill Lynch Asset Management, L.P. ("MLAM"). The general partner
of MLAM is Princeton Services, Inc. ("PSI"), an indirect wholly-
owned subsidiary of Merrill Lynch & Co., Inc. ("ML & Co."), which is
the limited partner.
MLAM is responsible for the management of the Fund's portfolio and
provides the necessary personnel, facilities, equipment and certain
other services necessary to perform this investment advisory
function.
NOTES TO FINANCIAL STATEMENTS (concluded)
For such services, the Fund pays a monthly fee at an annual rate of
0.95% of the Fund's average daily net assets. The Fund also has an
Administrative Services Agreement with MLAM whereby MLAM will
receive a fee equal to an annual rate of 0.25% of the Fund's average
daily net assets on a monthly basis, in return for the performance
of administrative services (other than investment advice and related
portfolio activities) necessary for the operation of the Fund. The
Investment Advisory Agreement obligates MLAM to reimburse the Fund
to the extent the Fund's expenses (excluding interest, taxes,
distribution fees, brokerage fees and commissions, and extraordinary
items) exceed the lesser of (a) 2.0% of the Fund's average daily net
assets or (b) 2.5% of the Fund's first $30 million of average daily
net assets, 2.0% of the Fund's next $70 million of average daily net
assets, and 1.5% of the average daily net assets in excess thereof.
No fee payment will be made during any fiscal year which will cause
such expenses to exceed the most restrictive expense limitation at
the time of such payment.
Merrill Lynch Financial Data Services, Inc. ("MLFDS"), a wholly-
owned subsidiary of ML & Co., is the Fund's transfer agent.
Accounting services are provided to the Fund by MLAM at cost.
Certain officers and/or directors of the Fund are officers and/or
directors of MLAM, PSI, Merrill Lynch, Pierce, Fenner & Smith Inc.,
MLFDS, and/or ML & Co.
<PAGE>
3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the year ended August 31, 1996 were $2,009,336,271 and
$1,502,664,427, respectively.
Net realized and unrealized gains (losses) as of August 31, 1996
were as follows:
Realized Unrealized
Losses Gains
Long-term investments $ (8,715,722) $ 1,381,317
Short-term investments (3,217) --
-------------- --------------
Total $ (8,718,939) $ 1,381,317
============== ==============
As of August 31, 1996, net unrealized appreciation for financial
reporting and Federal income tax purposes aggregated $1,227,650, of
which $14,145,679 is related to appreciated securities and
$12,918,029 is related to depreciated securities. The aggregate cost
of investments at August 31, 1996 for Federal income tax purposes
was $2,932,289,660.
4. Capital Share Transactions:
Transactions in capital shares were as follows:
For the Year Ended Dollar
August 31, 1996 Shares Amount
Shares sold 97,262,448 $ 973,004,146
Shares issued to share-
holders in reinvestment
of dividends 9,032,914 90,287,773
-------------- --------------
Total issued 106,295,362 1,063,291,919
Shares tendered (27,418,447) (273,723,209)
-------------- --------------
Net increase 78,876,915 $ 789,568,710
============== ==============
For the Year Ended Dollar
August 31, 1995 Shares Amount
<PAGE>
Shares sold 129,276,626 $1,294,302,365
Shares issued to share-
holders in reinvestment
of dividends 5,015,241 50,211,612
-------------- --------------
Total issued 134,291,867 1,344,513,977
Shares tendered (11,618,992) (116,306,108)
-------------- --------------
Net increase 122,672,875 $1,228,207,869
============== ==============
5. Unfunded Loan Interests:
As of August 31, 1996, the Fund had unfunded loan commitments of
$268,840,813 which would be extended at the option of the borrower,
pursuant to the following loan agreements:
Unfunded
Commitment
Borrower (in thousands)
Atlas Air, Inc. $17,453
Jefferson Smurfit Company/
Container Corp. of America 2,784
Federated Department Stores Inc. 50,067
Fort Howard Corp. 2,703
Gulfstream Aerospace Corp. 10,192
Huntsman Corp. 572
IMO Industries, Inc. 8,077
Johnstown America Industrial Inc. 3,080
Loewen Group, Inc. 14,520
Marcus Cable Operating Co. 8,438
MobileMedia Corp. 874
OrNda Health Corp. 2,139
Overhead Door Corp. 5,114
Paging Network Inc. 21,621
The Pullman Co., Inc. 6,526
Ralph's Grocery Company 12,550
Reliance Communications Technology 9,862
SC International Corp., Inc. 18,000
Silgan Corp. 4,780
Stone Container Corp. 30,000
Thermadyne Industries, Inc. 14,064
Thrifty Payless Holdings, Inc. 14,520
UCAR International Inc. 6,906
<PAGE>
6. Short-Term Borrowings:
On March 14, 1996, the Fund extended its loan commitment from a
commercial bank. The commitment is for $100,000,000 bearing interest
at the Federal Funds rate plus .50% on the outstanding balance.
The Fund had no borrowings under this commitment during the
year ended August 31, 1996. For the year ended August 31, 1996,
facility and commitment fees aggregated $141,903.
7. Capital Loss Carryforward:
At August 31, 1996, the Fund had a net capital loss carryforward of
approximately $1,471,000, all of which expires in 2004. This amount
will be available to offset like amounts of any future taxable
gains.
8. Subsequent Event:
The Fund began a quarterly tender offer on September 17, 1996 which
concludes on October 15, 1996.
<PAGE>
EXHIBIT (g)(2)
<PAGE>
EXHIBIT (g)(2)
INDEPENDENT AUDITORS' REPORT
THE BOARD OF DIRECTORS AND SHAREHOLDERS,
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.:
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Merrill Lynch Senior Floating Rate Fund, Inc. as
of August 31, 1995, the related statements of operations and cash flows for the
year then ended, the statements of changes in net assets for each of the years
in the two-year period then ended, and the financial highlights for each of the
years in the five-year period then ended. These financial statements and the
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and the
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned at August
31, 1995 by correspondence with the custodian and financial intermediaries. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Merrill Lynch Senior
Floating Rate Fund, Inc. as of August 31, 1995, the results of its operations,
its cash flows, the changes in its net assets, and the financial highlights for
the respective stated periods in conformity with generally accepted accounting
principles.
As discussed in Notes 1a and 1b, the financial statements include senior secured
floating rate loan interests ("Loan Interests") valued at $1,669,858,757 (77.18%
of all net assets of the Fund), whose values are fair values as determined by
or under the direction of the Board of Directors in the absence of actual market
values. Determination of fair value involves subjective judgment, as the actual
market value of a particular Loan Interest can be established only by
negotiation between parties in a sales transaction. We have reviewed the
procedures established by the Board of Directors and used by the Fund's
investment advisor in determining the fair values of such Loan Interests and
have inspected underlying documentation, and under the circumstances, we believe
that the procedures are reasonable and the documentation appropriate.
Deloitte & Touche LLP
Princeton, New Jersey
October 16, 1995
<PAGE>
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. AUGUST 31, 1995
<TABLE><CAPTION>
SCHEDULE OF INVESTMENTS (in Thousands)
Face Value
Industry Senior Secured Floating Rate Loan Interests* Amount (Note 1b)
<S> <C> <C> <C>
Aerospace--1.87% Aviall Inc., Term Loan B, due 11/30/00:
9.13% to 9/07/95 $ 728 $ 728
9.75% to 9/07/95 5,225 5,225
9.25% to 10/10/95 14,558 14,558
Gulfstream Aerospace Corp., Term Loan, due 3/31/97,
10% to 9/29/95 1,538 1,538
Gulfstream Aerospace Corp., Term Loan, due 3/31/98:
9% to 9/08/95 9,260 9,260
7.88% to 10/13/95 9,224 9,224
---------- ----------
40,533 40,533
Airlines--0.61% Northwest Airlines, Inc., Term Loan, due 6/15/97,
9.125% to 10/20/95 6,130 6,130
Northwest Airlines, Inc., Term Loan, due 9/15/97,
9.125% to 10/20/95 7,110 7,110
---------- ----------
13,240 13,240
Analytical Waters Corp., Term Loan B, due 8/31/01:
Instruments--1.13% 9.25% to 9/29/95 791 791
9.25% to 10/31/95 9,996 9,996
Waters Corp., Term Loan C, due 8/31/02:
9.625% to 9/29/95 554 554
9.625% to 10/31/95 6,995 6,995
Waters Corp., Term Loan D, due 2/28/03:
10% to 9/29/95 445 445
10% to 10/31/95 5,623 5,623
---------- ----------
24,404 24,404
Apparel--0.46% Humphreys, Term Loan B, due 1/15/03, 9.375% to 9/29/95 10,000 10,000
Automobile Exide Corporation, Term Loan B, due 9/30/01:
Products--0.69% 9% to 10/02/95 2,450 2,450
8.9375% to 12/29/95 2,487 2,487
Johnstown America Industrial Inc., Term Loan B, due 3/31/03,
9% to 2/23/96 10,000 10,000
---------- ----------
14,937 14,937
Broadcast/Media--4.85% Classic Cable, Term Loan A, due 3/31/03, 8.69% to 9/29/95 2,500 2,500
Classic Cable, Term Loan B, due 3/31/04, 9.69% to 9/29/95 5,000 5,000
Coaxial Communications, Term Loan, due 12/31/99:
10.75% to 9/29/95 32 32
9.13% to 10/15/95 4,402 4,402
9.19% to 6/14/96 9,468 9,468
8.94% to 7/17/96 5,035 5,035
Ellis Communications, Term Loan B, due 3/31/03:
11%(1) 33 33
9.125% to 9/18/95 4,950 4,950
Enquirer/Star, Term Loan B, due 9/30/02:
10%(1) 134 134
8.44% to 10/22/95 26,532 26,532
Journal News Inc., Term Loan, due 12/31/01, 8.255%
to 10/30/95 10,000 10,000
Marcus Cable Operating Co., Term Loan B, due 4/30/04,
10.25% to 9/30/95 11,500 11,500
Silver King Communications, Term Loan B, due 7/31/02,
8.875% to 10/31/95 17,820 17,820
US Radio Inc., Term Loan A, due 12/31/01:
9.4375% to 9/29/95 1,298 1,298
8.875% to 10/30/95 1,233 1,233
US Radio Inc., Term Loan B, due 9/23/03:
9.9375% to 9/08/95 828 828
10.4375% to 9/29/95 1,695 1,695
9.875% to 10/30/95 1,709 1,709
9.8125% to 12/11/95 823 823
---------- ----------
104,992 104,992
</TABLE>
<PAGE>
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. AUGUST 31, 1995
<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENTS (continued) (in Thousands)
Face Value
Industry Senior Secured Floating Rate Loan Interests* Amount (Note 1b)
<S> <C> <C> <C>
Building MTF Acquisition, Term Loan B, due 12/31/02, 9.03% to 9/29/95 $ 20,000 $ 20,000
Products--1.86% Overhead Door Corp., Revolving Credit Loan, due 8/18/99:
8.4375% to 9/28/95 205 205
8.50% to 9/29/95 1,909 1,909
Overhead Door Corp., Term Loan, due 8/18/99, 8.50% to 9/29/95 8,794 8,794
RSI Home Products, Term Loan, due 11/30/99, 8.375% to 11/30/95 9,250 9,250
---------- ----------
40,158 40,158
Carbon & Graphite UCAR International, Term Loan B, due 1/31/03, 8.875% to 9/08/95 7,311 7,311
Products--0.69% UCAR International, Term Loan C, due 7/31/03, 9.375% to 9/08/95 3,827 3,827
UCAR International, Term Loan D, due 1/31/04, 10.0625% to 11/08/95 3,827 3,827
---------- ----------
14,965 14,965
Chemicals--2.17% Freedom Chemical Company, Term Loan B, due 6/30/02,
9.1875% to 10/27/95 27,000 27,000
Harris Specialty Chemicals, Term Loan A, due 12/30/99,
8.75% to 9/18/95 616 616
Harris Specialty Chemicals, Term Loan B, due 12/30/01,
9.25% to 9/18/95 2,871 2,871
Hydro Chemical, Term Loan B, due 7/01/02, 10.0625% to 10/31/95 5,000 5,000
Inspec Technologies, Term Loan B, due 12/02/00, 8.50% to 9/29/95 4,311 4,311
Thoro World Systems, Inc., Term Loan A, due 12/30/99, 8.69%
to 9/29/95 2,252 2,252
Thoro World Systems, Inc., Term Loan B, due 12/30/01, 8.69%
to 9/19/95 4,916 4,916
---------- ----------
46,966 46,966
Consumer Products--2.77% CHF/Ebel USA, Term Loan B, due 9/30/01, 9.1328% to 10/30/95 10,032 10,032
Playtex Family Products Inc., Term Loan A, due 6/30/02:
6.82% to 9/06/95 328 328
7.57% to 9/06/95 1,311 1,311
7.44% to 1/08/96 1,748 1,748
Playtex Family Products Inc., Term Loan B, due 6/30/02:
6.82% to 9/06/95 3,059 3,059
7.57% to 9/06/95 12,237 12,237
7.44% to 1/08/96 16,316 16,316
Revlon Consumer Products, Term Loan B, due 6/30/97,
9.3125% to 12/08/95 15,000 15,000
---------- ----------
60,031 60,031
Containers--1.56% Ivex Packaging Corp., Term Loan B, due 12/31/99:
11%(1) 11 11
9.44% to 9/25/95 2,714 2,714
9.94% to 9/27/95 3,143 3,143
9.94% to 9/29/95 1,429 1,429
9.57% to 11/30/95 1,429 1,429
9.32% to 12/28/95 857 857
Portola Packaging, Inc., Term Loan B, due 7/01/01,
9.6406% to 9/07/95 7,250 7,250
Silgan Corp., Term Loan B, due 3/15/02:
8.875% to 9/11/95 2,267 2,267
8.875% to 10/10/95 7,556 7,556
8.875% to 11/09/95 2,353 2,353
8.9375% to 2/09/96 4,824 4,824
---------- ----------
33,833 33,833
Diversified Desa International Inc., Term Loan B, due 11/30/00,
Manufacturing--3.33% 9.0625% to 12/27/95 9,032 9,032
InterMetro Industries, Term Loan B, due 6/30/01:
8.875% to 9/05/95 2,174 2,174
8.875% to 1/03/96 7,651 7,651
InterMetro Industries, Term Loan C, due 12/31/02:
9.375% to 9/05/95 3,163 3,163
9.375% to 1/03/96 11,132 11,132
</TABLE>
<PAGE>
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. AUGUST 31, 1995
<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENTS (continued) (in Thousands)
Face Value
Industry Senior Secured Floating Rate Loan Interests* Amount (Note 1b)
<S> <C> <C> <C>
Diversified The Pullman Co., Inc., Revolving Credit Loan, due 12/31/99:
Manufacturing 10.25%(1) $ 821 $ 821
(concluded) 9% to 9/25/95 3,915 3,915
The Pullman Co., Inc., Term Loan A, due 12/31/99, 9% to 9/25/95 9,359 9,359
The Pullman Co., Inc., Term Loan B, due 12/31/99, 9.50%
to 9/25/95 650 650
Thermadyne Company, Term Loan B, due 2/01/01, 8.875% to 9/07/95 24,068 24,068
---------- ----------
71,965 71,965
Drug Stores--2.30% Duane Reade Co., Term Loan A, due 9/30/97, 8.875% to 11/30/95 7,711 7,711
Duane Reade Co., Term Loan B, due 9/30/99, 9.375% to 11/30/95 10,000 10,000
Eckerd Corp., Term Loan, Series C, due 7/31/00:
7.125% to 9/11/95 2,639 2,639
7.1875% to 10/10/95 2,387 2,387
7.5625% to 11/09/95 5,933 5,933
Thrifty Payless, Term Loan B, due 9/30/01, 9.0625% to 9/22/95 20,987 20,987
---------- ----------
49,657 49,657
Electrical Instruments-- Berg Electronics Inc., Term Loan A, due 3/31/00:
1.89% 8.69% to 9/29/95 365 365
8.69% to 11/27/95 10,875 10,875
Berg Electronics Inc., Term Loan B, due 3/31/01:
8.94% to 9/29/95 4 4
8.94% to 11/27/95 963 963
Communications & Power Industries, Term Loan B, due 8/11/2002,
10.25% to 10/01/95 5,667 5,667
International Wire Corp., Term Loan B, due 9/30/02, 9%
to 12/12/95 10,000 10,000
Tracor Inc., Term Loan A, due 10/31/98, 8.4375% to 9/25/95 3,067 3,067
Tracor Inc., Term Loan B, due 2/28/01:
10.75%(1) 36 36
8.9375% to 9/25/95 9,889 9,889
---------- ----------
40,866 40,866
Fertilizer--0.92% Terra Industries, Term Loan B, due 10/20/01, 8.375%
to 10/20/95 19,875 19,875
Food & Beverage--4.75% American Italian Pasta, Term Loan C, due 12/31/00,
9.9375% to 11/17/95 5,000 5,000
Amerifoods, Term Loan B, due 6/30/01, 10.75% to 9/29/95 7,500 7,500
Amerifoods, Term Loan C, due 6/30/02, 11.25% to 9/29/95 7,500 7,500
Domino's Pizza, Inc., Term Loan B, due 7/27/00:
9.1875% to 9/06/95 5,155 5,155
9.0625% to 11/08/95 2,087 2,087
8.625% to 12/06/95 3,000 3,000
8.625% to 2/07/96 2,380 2,380
Heileman Acquisition Company, Term Loan B, due 12/31/00,
9.6875% to 10/13/95 10,000 10,000
MAFCO Worldwide, Term Loan B, due 6/30/01, 8.88% to 9/29/95 9,900 9,900
President Baking Co., Inc., Term Loan B, due 9/30/00,
7.75% to 12/29/95 4,949 4,949
President Baking Co., Inc., Term Loan B, due 9/30/00,
10.25% to 12/29/95 8 8
Select Beverage Inc., Term Loan B, due 6/30/01, 9.125%
to 11/01/95 2,000 2,000
Select Beverage Inc., Term Loan C, due 6/30/01, 9.375%
to 11/01/95 3,000 3,000
Specialty Foods Corp., Term Loan, due 4/30/01:
8.1875% to 9/21/95 13,399 13,399
8.125% to 10/20/95 13,399 13,399
8.0625% to 1/22/96 13,399 13,399
---------- ----------
102,676 102,676
</TABLE>
<PAGE>
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. AUGUST 31, 1995
<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENTS (continued) (in Thousands)
Face Value
Industry Senior Secured Floating Rate Loan Interests* Amount (Note 1b)
<S> <C> <C> <C>
Grocery--3.29% Big V Supermarkets Inc., Term Loan B, due 3/15/00:
9.3125% to 9/20/95 $ 5,200 $ 5,200
8.6875% to 10/17/95 5,200 5,200
Dominick's Finer Foods, Term Loan B, due 3/31/02:
9.125% to 9/07/95 395 395
9.3125% to 10/05/95 3,943 3,943
Dominick's Finer Foods, Term Loan C, due 3/31/03:
9.625% to 9/07/95 395 395
9.8125% to 10/05/95 4,304 4,304
Dominick's Finer Foods, Term Loan D, due 9/30/03:
9.875% to 9/07/95 395 395
10.0625% to 10/05/95 4,304 4,304
Pathmark Stores Inc., Term Loan B, due 10/31/99, 8.9375%
to 11/30/95 4,576 4,576
Ralph's Grocery Company, Revolving Credit Loan, due 6/15/01,
10.25%(1) 300 300
Ralph's Grocery Company, Term Loan A, due 6/15/01:
8.6875% to 9/21/95 515 515
8.625% to 10/19/95 13,180 13,180
Ralph's Grocery Company, Term Loan B, due 6/15/02:
10.25% to 9/15/95 5 5
9.1875% to 9/21/95 19 19
9.1875% to 9/21/95 46 46
10.25% to 9/29/95 13 13
9.125% to 10/19/95 6,917 6,917
Ralph's Grocery Company, Term Loan C, due 6/15/03:
10.75% to 9/15/95 5 5
9.6875% to 9/21/95 65 65
10.75% to 9/29/95 12 12
9.625% to 10/19/95 6,918 6,918
Ralph's Grocery Company, Term Loan D, due 2/15/04:
10.75% to 9/15/95 5 5
9.9375% to 9/21/95 65 65
10.75% to 9/29/95 12 12
9.875% to 10/19/95 6,918 6,918
Star Markets Co., Inc., Term Loan B, due 12/31/01, 8.94%
to 9/18/95 4,211 4,211
Star Markets Co., Inc., Term Loan C, due 12/31/02, 9.44%
to 9/18/95 3,158 3,158
---------- ----------
71,076 71,076
Health Services--2.25% National Medical Enterprises Inc., Revolving Credit Loan,
due 8/31/01:
9%(1) 380 380
7.125% to 9/07/95 600 600
7.1875% to 9/22/95 250 250
7.1875 to 9/29/95 220 220
7.1875% to 10/23/95 200 200
7.1875% to 11/22/95 200 200
7.25% to 2/22/96 1,200 1,200
National Medical Enterprises Inc., Term Loan, due 8/31/01:
7.3125% to 9/01/95 2,917 2,917
7.6875% to 9/01/95 12,500 12,500
7.25% to 10/03/95 6,722 6,722
7.25% to 12/05/95 8,333 8,333
7.125% to 1/03/96 6,750 6,750
7.125% to 2/01/96 8,333 8,333
---------- ----------
48,605 48,605
</TABLE>
<PAGE>
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. AUGUST 31, 1995
<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENTS (continued) (in Thousands)
Face Value
Industry Senior Secured Floating Rate Loan Interests* Amount (Note 1b)
<S> <C> <C> <C>
Leasing & Rental Prime Acquisition, Term Loan, due 12/31/00:
Services--0.92% 9.0625% to 9/05/95 $ 6,400 $ 6,400
9.0313% to 10/03/95 7,120 7,120
8.875% to 10/06/95 6,400 6,400
---------- ----------
19,920 19,920
Leisure/ Metro Goldwyn Meyer Co., Term Loan, due 4/15/97, 8.19%
Entertainment--1.36% to 1/24/96 10,000 10,000
Six Flags Entertainment Corp., Term Loan B, due 6/23/03:
8.875% to 12/27/95 16,154 16,154
9% to 2/23/96 3,247 3,247
---------- ----------
29,401 29,401
Manufacturing--0.69% Trans Technology Corp., Term Loan B, due 6/30/02, 9.125%
to 11/02/95 15,000 15,000
Medical Devices--0.79% Deknatel Holdings Corp., Term Loan A, due 4/20/99:
9.3125% to 9/29/95 115 115
9.3125% to 10/25/95 1,938 1,938
9.8125% to 10/25/95 7,500 7,500
Deknatel Holdings Corp., Term Loan B, due 4/20/01, 9.8125%
to 10/25/95 7,500 7,500
---------- ----------
17,053 17,053
Message Dictaphone Co., Term Loan B, due 6/30/02, 9.1875% to 9/15/95 10,000 10,000
Communications--0.46%
Nautical Systems--0.40% Sperry Marine, Inc., Term Loan, due 11/15/00:
9.6875% to 9/29/95 3,639 3,639
9.125% to 12/29/95 4,947 4,947
---------- ----------
8,586 8,586
Paper--19.63% Crown Paper Co., Term Loan B, due 8/22/2003:
9.25% to 9/22/95 5,000 5,000
9.25% to 10/23/95 5,000 5,000
9.25% to 11/21/95 5,000 5,000
9.25% to 2/20/96 5,000 5,000
Fort Howard Corp., Term Loan A, due 3/08/02:
8.50% to 9/19/95 12,000 12,000
8.38% to 12/19/95 12,000 12,000
Fort Howard Corp., Term Loan B, due 12/31/02:
9% to 9/19/95 31,604 31,604
8.88% to 12/19/95 31,604 31,604
Jefferson Smurfit Company/Container Corp. of America,
Revolving Credit Loan, due 4/30/01:
10.25%(1) 179 179
8.375% to 9/07/95 60 60
8.4375% to 9/22/95 149 149
8.4375% to 9/29/95 119 119
Jefferson Smurfit Company/Container Corp. of America,
Term Loan A, due 4/30/01:
8.9375% to 9/28/95 31,043 31,043
8.9375% to 9/29/95 11,340 11,340
8.375% to 10/20/95 22,680 22,680
8.4375% to 10/20/95 2,495 2,495
8.375% to 10/30/95 22,680 22,680
Jefferson Smurfit Company/Container Corp. of America,
Term Loan B, due 4/30/02:
9.4375% to 9/25/95 2,968 2,968
8.9375% to 10/20/95 12,928 12,928
9.375% to 10/24/95 54,086 54,086
</TABLE>
<PAGE>
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. AUGUST 31, 1995
<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENTS (continued) (in Thousands)
Face Value
Industry Senior Secured Floating Rate Loan Interests* Amount (Note 1b)
<S> <C> <C> <C>
Paper Mail Well, Term Loan B, due 7/31/03:
(concluded) 10.25%(1) $ 6,100 $ 6,100
8.875% to 9/06/95 13,900 13,900
S.D. Warren Co., Term Loan A, due 12/20/01, 8.38%
to 10/24/95 10,000 10,000
S.D. Warren Co., Term Loan B, due 12/19/02, 8.94%
to 9/25/95 52,000 52,000
Stone Container Corp., Term Loan B, due 4/01/00:
9% to 9/18/95 27,607 27,607
9% to 10/16/95 29,707 29,707
Stone Container Corp., Term Loan C, due 4/01/00, 9.25%
to 9/29/95 17,500 17,500
---------- ----------
424,749 424,749
Printing & K-III Communications, Term Loan, due 12/31/00, 7.13%
Publishing--2.05% to 11/09/95 6,000 6,000
Print Tech International, Term Loan B, due 12/29/01:
8.9375% to 9/29/95 1,375 1,375
8.8125% to 12/08/95 3,542 3,542
Ziff Davis, Term Loan B, due 12/31/01, 9.4375% to 9/28/95 13,696 13,696
Ziff Davis, Term Loan C, due 12/31/02, 9.4375% to 9/28/95 19,755 19,755
---------- ----------
44,368 44,368
Retail-- Federated Department Stores, Revolving Credit Loan,
Specialty--9.43% due 3/31/00:
7.0625% to 9/05/95 3,125 3,125
7.4375% to 9/18/95 7,812 7,812
6.875% to 9/29/95 14,062 14,062
6.9375% to 9/29/95 4,688 4,688
Federated Department Stores, Term Loan, due 3/31/00:
7.4375% to 9/25/95 53,125 53,125
7% to 9/29/95 31,875 31,875
Music Acquisition Corp., Term Loan B, due 8/31/01:
8.875% to 9/18/95 8,156 8,156
8.9375% to 9/21/95 13,781 13,781
Music Acquisition Corp., Term Loan C, due 8/31/02, 9.4375%
to 9/21/95 7,500 7,500
QVC, Inc., Term Loan B, due 1/31/04, 9% to 9/05/95 28,000 28,000
Saks & Co., Term Loan A, due 6/30/98, 8.75% to 11/09/95 4,375 4,375
Saks & Co., Term Loan B, due 6/30/00, 9.25% to 11/09/95 27,469 27,469
---------- ----------
203,968 203,968
Telecommunications--1.82% LDDS Communications, Term Loan, due 12/31/96, 6.88%
to 10/10/95 10,000 10,000
Paging Network, Term Loan B, due 3/31/02, 9.445% to 11/06/95 29,333 29,333
---------- ----------
39,333 39,333
Textiles--1.15% Chicopee, Inc., Term Loan B, due 3/31/03, 9.19% to 9/29/95 24,937 24,937
Transportation Petro Properties, Term Loan B, due 5/24/01, 9.25% to 9/28/95 8,765 8,765
Services--0.40%
Warehousing & Pierce Leahy Corp., Term Loan B, due 6/30/01, 9.125%
Storage--0.69% to 9/29/95 15,000 15,000
Total Senior Secured Floating Rate Loan Interests
(Cost--$1,669,859)--77.18% 1,669,859 1,669,859
</TABLE>
<PAGE>
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. AUGUST 31, 1995
<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENTS (concluded) (in Thousands)
Face Value
Short-Term Securities Amount (Note 1b)
<S> <C> <C> <C>
Commercial Ciesco L.P., 5.70% due 10/13/95 $ 30,000 $ 29,801
Paper**--19.68% Corporate Asset Funding Co., 5.73% due 9/07/95 50,000 49,952
First Boston, Inc.:
5.71% due 9/27/95 20,000 19,918
5.73% due 9/27/95 30,000 29,876
5.71% due 10/03/95 20,000 19,898
General Electric Capital Corp., 5.82% due 9/01/95 31,448 31,448
Matterhorn Capital Corp.:
5.73% due 9/20/95 30,000 29,909
5.72% due 10/05/95 30,000 29,838
National Fleet Fund, Inc.:
5.70% due 9/13/95 30,000 29,943
5.76% due 9/14/95 40,700 40,615
5.73% due 9/28/95 25,000 24,893
5.74% due 10/06/95 50,000 49,721
Sheffield Receivables Co., 5.75% due 9/08/95 40,000 39,955
---------- ----------
427,148 425,767
US Government & Agency Federal National Mortgage Association, 5.66% due 9/06/95 50,000 49,961
Obligations**--2.31%
Total Short-Term Securities (Cost--$475,728)--21.99% 477,148 475,728
<CAPTION>
Shares
Common Stock Held
<S> <C> <C> <C>
Restaurants--0.01% Flagstar Companies, Inc. 44 173
Total Common Stock (Cost--$0)--0.01% 44 173
Total Investments (Cost--$2,145,587)--99.18% 2,145,760
Other Assets Less Liabilities--0.82% 17,710
----------
Net Assets--100.00% $2,163,470
==========
<FN>
*The interest rates on senior secured floating rate loan interests
are subject to change periodically based on the change in the prime
rate of a US Bank, LIBOR (London Interbank Offered Rate), or, in
some cases, another base lending rate. The interest rates shown are
those in effect at August 31, 1995.
**Commercial Paper and certain US Government & Agency Obligations
are traded on a discount basis; the interest rates shown are the
discount rates paid at the time of purchase by the Fund.
(1)Index is based on the prime rate of a US bank, which is subject
to change daily.
</TABLE>
See Notes to Financial Statements.
*<PAGE>
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. AUGUST 31, 1995
<TABLE>
<CAPTION>
FINANCIAL INFORMATION
Statement of Assets and Liabilities as of August 31, 1995
<S> <C> <C> <C>
Assets: Investments, at value (identified cost-- $2,145,586,427)
(Note 1b) $2,145,759,782
Receivables:
Capital shares sold $ 23,090,039
Interest 15,293,047
Commitment fees 78,144 38,461,230
------------
Prepaid registration fees and other assets (Note 1f) 1,619,465
--------------
Total assets 2,185,840,477
--------------
Liabilities: Payables:
Dividends to shareholders (Note 1g) 4,220,943
Investment adviser (Note 2) 1,664,057
Administrator (Note 2) 437,910 6,322,910
------------
Deferred income (Note 1e) 15,408,761
Accrued expenses and other liabilities 639,193
--------------
Total liabilities 22,370,864
--------------
Net Assets: Net assets $2,163,469,613
==============
Net Assets Common Stock, par value $0.10 per share; 1,000,000,000
Consist of: shares authorized $ 21,597,247
Paid-in capital in excess of par 2,140,838,484
Undistributed realized capital gains on investments--net 860,527
Unrealized appreciation on investments--net (Note 3) 173,355
--------------
Net Assets--Equivalent to $10.02 per share based on
215,972,462 shares of Common Stock outstanding $2,163,469,613
==============
</TABLE>
<TABLE>
<CAPTION>
Statement of Operations
For the Year Ended
August 31, 1995
<S> <C> <C> <C>
Investment Income Interest and discount earned $122,873,692
(Note 1e): Facility and other fees 3,427,067
------------
Total income 126,300,759
------------
Expenses: Investment advisory fees (Note 2) $ 13,654,371
Administrative fees (Note 2) 3,593,255
Transfer agent fees (Note 2) 956,857
Professional fees 329,753
Accounting services (Note 2) 197,653
Borrowing costs (Note 6) 189,883
Custodian fees 143,988
Printing and shareholder reports 87,900
Directors' fees and expenses 47,374
Other 18,482
------------
Total expenses 19,219,516
------------
Investment income--net. 107,081,243
------------
Realized & Realized gain on investments--net 901,282
Unrealized Change in unrealized appreciation/depreciation on
Gain (Loss) on investments--net (102,235)
Investments--Net ------------
(Notes 1c, 1e Net Increase in Net Assets Resulting from Operations $107,880,290
& 3): ============
</TABLE>
See Notes to Financial Statements.
<PAGE>
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. AUGUST 31, 1995
<TABLE>
<CAPTION>
FINANCIAL INFORMATION (continued)
Statements of Changes in Net Assets
For the Year
Ended August 31,
Increase (Decrease) in Net Assets: 1995 1994
<S> <C> <C> <C>
Operations: Investment income--net $ 107,081,243 $ 43,213,412
Realized gain (loss) on investments--net 901,282 (13,985)
Change in unrealized appreciation/depreciation on
investments--net (102,235) (124,460)
-------------- ------------
Net increase in net assets resulting from operations 107,880,290 43,074,967
-------------- ------------
Dividends to Investment income--net (107,081,243) (43,213,412)
Shareholders -------------- ------------
(Note 1g): Net decrease in net assets resulting from dividends
to shareholders (107,081,243) (43,213,412)
-------------- ------------
Capital Share Net increase in net assets resulting from capital
Transactions share transactions 1,228,207,869 221,301,485
(Note 4): -------------- ------------
Net Assets: Total increase in net assets 1,229,006,916 221,163,040
Beginning of year 934,462,697 713,299,657
-------------- ------------
End of year $2,163,469,613 $934,462,697
============== ============
</TABLE>
<TABLE>
<CAPTION>
Statement of Cash Flows
For the Year Ended
August 31, 1995
<S> <C> <C>
Cash Provided by Net increase in net assets resulting from operations $ 107,880,290
Operating Adjustments to reconcile net increase (decrease) in
Activities: net assets resulting from operations to net cash
provided by operating activities:
Increase in receivables (9,086,101)
Increase in other assets (1,483,573)
Increase in other liabilities 9,041,608
Realized and unrealized gain on investments--net (799,047)
Amortization of discount (20,924,413)
----------------
Net cash provided by operating activities 84,628,764
----------------
Cash Used for Proceeds from principal payments and sales of loan interests 651,663,489
Investing Purchases of loan interests (1,521,021,788)
Activities: Purchases of short-term investments--net (13,212,737,918)
Proceeds from sales and maturities of short-term investments--net 12,876,338,285
----------------
Net cash used for investing activities (1,205,757,932)
----------------
Cash Provided by Cash receipts on capital shares sold 1,291,293,618
Financing Cash payments on capital shares tendered (116,306,108)
Activities: Dividends paid to shareholders (54,068,371)
----------------
Net cash provided by financing activities 1,120,919,139
----------------
Cash: Net decrease in cash (210,029)
Cash at beginning of year 210,029
----------------
Cash at end of year $ --
================
Non-Cash Capital shares issued in reinvestment of dividends paid to shareholders $ 50,211,612
Financing ================
Activities:
</TABLE>
See Notes to Financial Statements.
<PAGE>
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. AUGUST 31, 1995
<TABLE>
<CAPTION>
FINANCIAL INFORMATION (concluded)
Financial Highlights
The following per share data and ratios have been derived
from information provided in the financial statements.
For the Year Ended August 31,
Increase (Decrease) in Net Asset Value: 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C>
Per Share Net asset value, beginning of year $ 10.02 $ 10.02 $ 9.99 $ 9.99 $ 10.00
Operating -------- -------- -------- -------- --------
Performance: Investment income--net .75 .59 .53 .64 .85
Realized and unrealized gain (loss) on
investments--net --++ --++ .03 -- (.01)
-------- -------- -------- -------- --------
Total from investment operations .75 .59 .56 .64 .84
-------- -------- -------- -------- --------
Less dividends from investment income--net (.75) (.59) (.53) (.64) (.85)
-------- -------- -------- -------- --------
Net asset value, end of year $ 10.02 $ 10.02 $ 10.02 $ 9.99 $ 9.99
======== ======== ======== ======== ========
Total Investment Based on net asset value per share 7.68% 5.94% 5.74% 6.58% 8.79%
Return:* ======== ======== ======== ======== ========
Ratios to Average Expenses, net of reimbursement 1.34% 1.43% 1.47% 1.39% 1.27%
Net Assets: ======== ======== ======== ======== ========
Expenses 1.34% 1.43% 1.47% 1.41% 1.33%
======== ======== ======== ======== ========
Investment income--net 7.45% 5.75% 5.27% 6.58% 8.44%
======== ======== ======== ======== ========
Supplemental Net assets, end of year (in millions) $ 2,163 $ 934 $ 713 $ 834 $ 1,705
Data: ======== ======== ======== ======== ========
Portfolio turnover 55.23% 61.31% 90.36% 46.48% 58.22%
======== ======== ======== ======== ========
<FN>
*Total investment returns exclude the effects of sales loads. The
Fund is a continuously offered closed-end fund, the shares of which
are offered at net asset value. Therefore, no separate market
exists.
++Amount is less than $.01 per share.
</TABLE>
See Notes to Financial Statements.
<PAGE>
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. AUGUST 31, 1995
NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies:
Merrill Lynch Senior Floating Rate Fund, Inc. (the "Fund") is
registered under the Investment Company Act of 1940 as a
continuously offered non-diversified, closed-end management
investment company.
(a) Loan participation interests--The Fund invests in senior secured
floating rate loan interests ("Loan Interests") with collateral
having a market value, at time of acquisition by the Fund, which
Fund management believes equals or exceeds the principal amount of
the corporate loan. The Fund may invest up to 20% of its total
assets in loans made on an unsecured basis. Depending on how the
loan was acquired, the Fund will regard the issuer as including the
corporate borrower along with an agent bank for the syndicate of
lenders and any intermediary of the Fund's investment. Because
agents and intermediaries are primarily commercial banks, the Fund's
investment in corporate loans at August 31, 1995 could be considered
to be concentrated in commercial banking.
(b) Valuation of investments--Loan interests and common stocks are
valued at fair value. Fair value is determined in good faith by or
under the direction of the Board of Directors of the Fund. Since
Loan Interests are purchased and sold primarily at par value, the
Fund values the Loan Interests at par, unless Merrill Lynch Asset
Management, L.P. ("MLAM") determines par does not represent fair
value. In the event such a determination is made, fair value will be
determined in accordance with guidelines approved by the Fund's
Board of Directors. Short-term securities with remaining maturities
of sixty days or less are valued at amortized cost, which
approximates market value. Securities and assets for which market
quotations are not readily available are valued at fair value as
determined in good faith by or under the direction of the Board of
Directors of the Fund.
(c) Derivative financial instruments--The Fund may engage in various
portfolio strategies to seek to increase its return by hedging its
portfolio against adverse movements in the debt markets. Losses may
arise due to changes in the value of the contract or if the
counterparty does not perform under the contract.
* Interest rate transactions--The Fund is authorized to enter into
interest rate swaps and purchase or sell interest rate caps and
floors. In an interest rate swap, the Fund exchanges with another
party their respective commitments to pay or receive interest on a
specified notional principal amount. The purchase of an interest
rate cap (or floor) entitles the purchaser, to the extent that a
specified index exceeds (or falls below) a predetermined interest
rate, to receive payments of interest equal to the difference
between the index and the predetermined rate on a notional principal
amount from the party selling such interest rate cap (or floor).
(d) Income taxes--It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute substantially all of its
taxable income to its shareholders. Therefore, no Federal income tax
provision is required.
(e) Security transactions and investment income--Security
transactions are recorded on the dates the transactions are entered
into (the trade dates). Interest is recognized on the accrual basis.
Realized gains and losses on security transactions are determined on
the identified cost basis. Facility fees are accreted into income
over the term of the related loan. For income tax purposes, as of
September 1, 1994, the Loan Interests are treated as discount
obligations.
(f) Prepaid registration fees--Prepaid registration fees are charged
to expense as the related shares are issued.
(g) Dividends and distributions--Dividends from net investment
income are declared daily and paid monthly. Distributions of capital
gains are recorded on the ex-dividend dates.
2. Investment Advisory and Administrative
Services Agreement and Transactions with
Affiliates:
The Fund has entered into an Investment Advisory Agreement with
MLAM. The general partner of MLAM is Princeton Services, Inc.
("PSI"), an indirect wholly-owned subsidiary of Merrill Lynch & Co.,
Inc. ("ML & Co."), which is the limited partner.
MLAM is responsible for the management of the Fund's portfolio and
provides the necessary personnel, facilities, equipment and certain
other services necessary to perform this investment advisory
function.
For such services, the Fund pays a monthly fee at an annual rate of
0.95% of the Fund's average daily net assets. The Fund also has an
Administrative Services
<PAGE>
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. AUGUST 31, 1995
NOTES TO FINANCIAL STATEMENTS (concluded)
Agreement with MLAM whereby MLAM will receive a fee equal to an annual
rate of 0.25% of the Fund's average daily net assets on a monthly
basis, in return for the performance of administrative services (other
than investment advice and related portfolio activities) necessary for
the operation of the Fund. The Investment Advisory Agreement obligates
MLAM to reimburse the Fund to the extent the Fund's expenses
(excluding interest, taxes, distribution fees, brokerage fees and
commissions, and extraordinary items) exceed the lesser of (a) 2.0% of
the Fund's average daily net assets or (b) 2.5% of the Fund's first
$30 million of average daily net assets, 2.0% of the Fund's next $70
million of average daily net assets, and 1.5% of the average daily net
assets in excess thereof. No fee payment will be made during any
fiscal year which will cause such expenses to exceed the most
restrictive expense limitation at the time of such payment.
Merrill Lynch Financial Data Services, Inc. ("MLFDS"), a wholly-
owned subsidiary of ML & Co., is the Fund's transfer agent.
Accounting services are provided to the Fund by MLAM at cost.
Certain officers and/or directors of the Fund are officers and/or
directors of MLAM, PSI, Merrill Lynch, Pierce, Fenner, & Smith Inc.,
MLFDS, and/or ML & Co.
3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the year ended August 31, 1995 were $1,521,021,788 and
$651,663,489, respectively.
Net realized and unrealized gains (losses) as of August 31, 1995
were as follows:
Realized
Gains Unrealized
(Losses) Gains
Long-term investments $ 904,582 $ 173,355
Short-term investments (3,300) --
---------- -----------
Total $ 901,282 $ 173,355
========== ===========
As of August 31, 1995, net unrealized appreciation for financial
reporting and Federal income tax purposes aggregated $173,355, all
of which is related to appreciated securities. The aggregate cost of
investments at August 31, 1995 for Federal income tax purposes was
$2,145,586,427.
4. Capital Share Transactions:
Transactions in capital shares were as follows:
For the Year Ended Dollar
August 31,1995 Shares Amount
Shares sold 129,276,626 $1,294,302,365
Shares issued to share-
holders in reinvestment of
dividends 5,015,241 50,211,612
Total issued 134,291,867 1,344,513,977
Shares tendered (11,618,992) (116,306,108)
------------ --------------
Net increase 122,672,875 $1,228,207,869
============ ==============
For the Year Ended Dollar
August 31, 1994 Shares Amount
Shares sold 35,126,101 $ 351,960,677
Shares issued to share-
holders in reinvestment
of dividends 2,309,056 23,136,748
------------ --------------
Total issued 37,435,157 375,097,425
Shares tendered (15,348,896) (153,795,940)
------------ --------------
Net increase 22,086,261 $ 221,301,485
============ ==============
5. Unfunded Loan Interests:
As of August 31, 1995, the Fund had unfunded loan commitments of
$122,405,057, which would be extended at the option of the borrower,
pursuant to the following loan agreements:
Unfunded Commitment
Borrower (in thousands)
Jefferson Smurfit Company/
Container Corp. of America $ 2,551
Federated Department Stores 32,098
Gulfstream Corp. 10,192
Marcus Cable Co. 31,500
National Medical Enterprises Inc. 1,950
Northwest Airlines, Inc. 2,649
Overhead Door Corp. 3,000
The Pullman Co., Inc. 1,790
Ralph's Grocery Company 15,950
Tracor Inc. 8,385
UCAR International 9,340
Waters Corp. 3,000
<PAGE>
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. AUGUST 31, 1995
6. Short-Term Borrowings:
On March 20, 1995, the Fund extended its loan commitment from a
commercial bank. The commitment is for $100,000,000 bearing interest
at the Federal Funds Rate plus 0.75%--2% on the outstanding balance.
The Fund had no borrowings under this commitment during the year
ended August 31, 1995. For the year ended August 31, 1995, facility
and commitment fees aggregated approximately $190,000.
7. Subsequent Event:
The Fund began a quarterly tender offer on September 19, 1995 which
concludes on October 17, 1995.
