As filed with the Securities and Exchange Commission on July 28, 2000
Securities Act File No. 333-15973
Investment Company Act File No. 811-5870
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
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.
(Names 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)
Terry K. Glenn
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. Bradley J. Lucido, Esq.
Brown & Wood LLP Merrill Lynch Investment Managers, L.P.
One World Trade Center P.O. Box 9011
New York, New York 10048-0557 Princeton, New Jersey 08543-9011
CALCULATION OF FILING FEE
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Transaction Valuation: $389,090,000* Amount of Filing Fee: $ 77,818**
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* Calculated as the aggregate maximum purchase price to be paid for
41,000,000 shares in the offer, based upon the net asset value per share
($9.49) at June 15, 2000.
** 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: __________________ Filing Party: _________________
Form or Registration No.: ________________ Date Filed:: __________________
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
/ / third-party tender offer subject to Rule 14d-1.
/x/ issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: /x/
PAGE>
This Amendment No. 1 to the Issuer Tender Offer Statement on
Schedule TO of Merrill Lynch Senior Floating Rate Fund, Inc. (the "Fund")
relating to an offer to purchase (the "Offer") 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 June 20, 2000
constitutes the final amendment pursuant to Rule 13e-4(c)(3) under the
Securities Exchange Act of 1934.
The Offer terminated at 12:00 midnight, New York time, on July 18,
2000 (the "Expiration Date"). Pursuant to the Offer, 18,675,324.972
Shares were tendered, all of which were accepted by the Fund for
repurchase at a net asset value of $9.47 per share, as determined as of
the close of the New York Stock Exchange on the Expiration Date, for an
aggregate purchase price of $176,855,327.49.
<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.
July 28, 2000 By /s/ Terry K. Glenn
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(Terry K. Glenn, President)
