As filed with the Securities and Exchange Commission on May 1, 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 Asset Management, 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: $ 417,165,000* Amount of Filing Fee: $83,433**
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* Calculated as the aggregate maximum purchase price to be paid for
43,500,000 shares in the offer, based upon the net asset value per
share ($ 9.59) at March 20, 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") 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 21, 2000
constitutes the final amendment pursuant to Rule 13e-4(c)(3) under the
Securities Exchange Act of 1934 (the "Exchange Act") .
The Offer terminated at 12:00 midnight, New York time, on April 17,
2000 (the "Expiration Date"). Pursuant to the Offer, 22,367,806.660
Shares were tendered, all of which were accepted by the Fund for
repurchase at a net asset value of $ 9.55 per share, as determined as of
the close of the New York Stock Exchange on the Expiration Date, for an
aggregate purchase price of $213,612,553.60.
<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.
May 1, 2000 By /s/ Terry K. Glenn
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(Terry K. Glenn, 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
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May 1, 2000
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 TO
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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 TO. Amendment No. 1
constitutes the final amendment reporting the results of the issuer tender
offer. The tender offer commenced on March 21, 2000 and terminated on April
17, 2000.
Please direct any comments or questions with respect to this filing to
the undersigned at (212) 839-5346.
Very truly yours,
/s/ Marian S. Singer
Enclosure
