AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1999
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)
AMENDMENT NO. 1
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
(NAME OF ISSUER)
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
(NAME OF PERSON(S) FILING STATEMENT)
SHARES OF COMMON STOCK, PAR VALUE $0.10 PER SHARE
(TITLE OF CLASS OF SECURITIES)
59019R 10 5
(CUSIP NUMBER OF CLASS OF SECURITIES)
ARTHUR ZEIKEL
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
800 SCUDDERS MILL ROAD
PLAINSBORO, NEW JERSEY 08536
(609) 282-2800
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
COPIES TO:
THOMAS R. SMITH, JR., ESQ. PATRICK D. SWEENEY, ESQ.
BROWN & WOOD LLP MERRILL LYNCH ASSET MANAGEMENT, L.P.
ONE WORLD TRADE CENTER P.O. BOX 9011
NEW YORK, NEW YORK 10048-0557 PRINCETON, NEW JERSEY 08543-9011
DECEMBER 18, 1998
(DATE TENDER OFFER FIRST PUBLISHED
SENT OR GIVEN TO SECURITY HOLDERS)
<PAGE>
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") 25,000,000 of the Fund's shares of common
stock, par value $0.10 per share (the "Shares") and originally filed with the
Securities and Exchange Commission on December 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 January 19,
1999 (the "Expiration Date"). Pursuant to the Offer, 15,773,238.971 Shares were
tendered, all of which were accepted by the Fund for repurchase at a net asset
value of $9.86 per share, as determined as of the close of the New York Stock
Exchange on the Expiration Date, for an aggregate purchase price of
$155,524,136.26.
<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.
January 28, 1999 By /s/ Terry K. Glenn
(Terry K. Glenn, Executive Vice President)
<PAGE>
Brown & Wood LLP
One World Trade Center
New York, New York 10048-0557
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
VIA ELECTRONIC FILING
- - ---------------------
January 28, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Division of Investment Management
Re: Merrill Lynch Senior Floating Rate Fund, Inc.
Amendment No. 1 to Issuer Tender Offer Statement
on Schedule 13E-4
Dear Sirs:
On behalf of Merrill Lynch Senior Floating Rate Fund, Inc. (the "Fund"),
transmitted herewith for filing pursuant to Section 13(e)(1) of the Securities
Exchange Act of 1934 and Rule 13e-4(c)(3) thereunder is Amendment No. 1 to the
Issuer Tender Offer Statement of the Fund on Schedule 13E-4. Amendment No. 1
constitutes the final amendment reporting the results of the issuer tender
offer. The tender offer commenced on December 18, 1998 and terminated on January
19, 1999.
Please direct any comments or questions with respect to this filing to the
undersigned at (212) 839-5620.
Very truly yours,
/s/ David J. Camp
Enclosure
