As filed with the Securities and Exchange Commission on April 17, 1998
Securities Act File No. 005-40757
Investment Company Act File No. 811-5870
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 13E4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
AMENDMENT NO. 1
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
(Name of Issuer)
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
(Name of Person(s) Filing Statement)
Shares of Common Stock, Par Value $0.10 per share
(Title of Class of Securities)
59019R 10 5
(CUSIP Number of Class of Securities)
Arthur Zeikel
Merrill Lynch Senior Floating Rate Fund, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
(609) 2822800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
Copies to:
Thomas R. Smith, Jr., Esq. Patrick D. Sweeney, Esq.
Brown & Wood LLP Merrill Lynch Asset
One World Trade Center Management, L.P.
New York, New York 10048-0557 P.O. Box 9011
Princeton, New Jersey 08543-9011
March 18, 1998
(Date Tender Offer First Published
Sent or Given to Security Holders)
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This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule
13E-4 of Merrill Lynch Senior Floating Rate Fund, Inc. (the "Fund") relating
to an offer to purchase (the "Offer") 17,500,000 of the Fund's shares of
common stock, par value $0.10 per share (the "Shares") and originally filed
with the Securities and Exchange Commission on March 18, 1998 constitutes the
final amendment pursuant to Rule 13e-4(c)(3) under the Securities Exchange
Act of 1934 (the "Exchange Act") and General Instruction D of Schedule 13E-4.
The Offer terminated at 12:00 midnight, New York time, on April 14, 1998
(the "Expiration Date"). Pursuant to the Offer, 13,255,478.209 Shares were
tendered, all of which were accepted by the Fund for repurchase at a net
asset value of $9.99 per share, as determined as of the close of the New York
Stock Exchange on the Expiration Date, for an aggregate purchase price of
$132,422,227.31.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
April 17, 1998 By __/s/ Terry K. Glenn
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(Terry K. Glenn, Executive Vice President)
