<PAGE> 1
Filed with the Securities and Exchange Commission on July 21, 1995
1933 Act File Nos. 33-67118, 33-59143
1940 Act File No. 811-07946
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)
EV CLASSIC SENIOR FLOATING-RATE FUND
(Name of Issuer)
EV CLASSIC SENIOR FLOATING-RATE FUND
(Name of Person(s) Filing Statement)
Shares of Beneficial Interest, Without Par Value
(Title of Class of Securities)
269261 10 3
(CUSIP Number of Class of Securities)
H. Day Brigham, Jr,
Eaton Vance Management
24 Federal Street, Boston, Massachusetts 02110
(617) 482-8260
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
July 24, 1995
(Date Tender Offer First Published,
Sent or Given to Security Holders)
<TABLE>
Calculation of Filing Fee
-------------------------
<CAPTION>
Transaction Valuation Amount of Filing Fee
- ------------------------------------------- --------------------
No. of Shares Price/Share Total Value
- ------------- ----------- -----------
<S> <C> <C> <C>
2,000,000 $9.99 $19,980,000 $3,996
</TABLE>
/ / 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.
<PAGE> 2
Background
- ----------
EV Classic Senior Floating-Rate Fund (the "Fund"), is a closed-end,
non-diversified management investment company (File Nos. 33-59143 and 811-07946)
registered under the Investment Company Act of 1940 (the "1940 Act"). As a
closed-end investment company, the Fund does not redeem its shares, but the Fund
continuously offers its shares at net asset value. However, the Fund makes
quarterly tender offers (at the discretion of the Board of Trustees) to provide
some measure of liquidity to the Fund's shareholders because the Fund's
shares are not listed on an exchange or traded in the over-the-counter
market.
The Fund operates in the "master-feeder" structure and invests all of
its assets in the Senior Debt Portfolio (the "Portfolio"), a separate
closed-end non-diversified management investment company registered under the
1940 Act (File No. 811-8876). The Portfolio also continuously offers its
interests, but the interests are offered privately (i.e., without conducting a
public offering under the Securities Act of 1933), and are held by an extremely
small number of feeder funds. In order to continue to provide liquidity to Fund
shareholders (and to the shareholders of any other feeder fund), the Portfolio
also intends to conduct periodic tender offers.
Eaton Vance Prime Rate Reserves is a "sister" feeder fund of the Fund,
is registered under the 1940 Act as a closed-end, non-diversified management
investment company, and also offers its shares to the public (File Nos.
33-34922 and 811-05808). This Fund also invests its assets in the Portfolio,
and in order to provide liquidity to its shareholders, expects to conduct
periodic tender offers.
<TABLE>
Introduction
- ------------
The following is a cross-reference sheet pursuant to General Instruction B of
Schedule 13E-4 showing the location in the Offer To Purchase dated July 24,
1995 of EV Classic Senior Floating-Rate Fund (the "Offer To Purchase"),
submitted herewith as Exhibit 2, of the information required by Schedule 13E-4.
All of the information contained under the below-referenced captions of the
Offer To Purchase is hereby incorporated by reference.
<CAPTION>
Schedule 13E-4 Item and Caption Caption in Offer To Purchase
------------------------------- ----------------------------
<S> <C> <C>
Item 1 Security and Issuer
-------------------
(a) ................................. Heading.
(b) and (c) ......................... Heading. Letter. Price; Number of Shares. Selected Financial
Information.
(d) ................................. Inapplicable.
Item 2 Source and Amount of Funds
or Other Consideration
--------------------------
(a) ................................. Heading. Source and Amount of Funds.
(b) ................................. Inapplicable.
Item 3 Purpose of the Tender Offer
and Plans or Proposals of
the Issuer or Affiliate
---------------------------
(a) through (f) ..................... Purpose of the Offer. Certain Effects of the Offer.
The Fund has no present plans or proposals which relate to or
would result in any extraordinary corporate transaction, such as a
merger, reorganization, or liquidation, involving the Fund; a
sale or transfer of a material amount of assets of the Fund; any
material changes in the Fund's present capitalization (except as
resulting from the Offer or otherwise set forth in the Offer to
Purchase); or any other material change in the Fund's corporate
structure or business as a non-diversified closed-end management
investment company.
(g) through (j) ..................... Inapplicable.
Item 4 Interest in Securities of Selected Financial
the Issuer Information.
-------------------------
</TABLE>
-2-
<PAGE> 3
<TABLE>
<S> <C> <C>
Item 5 Contracts, Arrangements, No such contracts, arrangements, understandings or relationships
Understandings or Relationships exist between the Fund and any person with respect to the
with Respect to the Issuer's tender offer.
Securities
-------------------------------
Item 6 Persons Retained, Employed Letter. No person has been authorized to make solicitations
or to Be Compensated or recommendations with respect to the Offer to Purchase.
---------------------------
Item 7 Financial Information
---------------------
(a)(1) (2) (3) and (4) .............. Reference is hereby made to the Selected Financial Information in
the Offer to Purchase, to the Audited Financial Statement
dated December 7, 1994 filed as Exhibit (g)(1) to Schedule 13E-4
filed with the Commission on April 24, 1995 (Accession
No. 0000898432-95-000141), and to the Unaudited Financial Statements
dated May 2, 1995 filed with the Commission in Post-Effective
Amendment No. 1 on Form N-2 on May 11, 1995 (Accession
No. 0000950156-95-000345) all of which are incorporated herein by reference.
(b)(1) (2) and (3) .................. Inapplicable.
Item 8 Additional Information
----------------------
(a) ................................. Contracts and Relationships with Affiliates.
Eaton Vance Distributors, Inc. ("EVD") is a wholly-owned
subsidiary of Eaton Vance Management, which is a wholly-owned
subsidiary of Eaton Vance Corp. EVD serves as the Fund's
principal underwriter.
(b) through (d) ..................... Inapplicable.
(e) ................................. Withdrawal Rights. Early Withdrawal Charge. Extension of Tender
Period; Termination; Amendments. Tax Consequences.
Item 9 Material to be Filed as Exhibits
--------------------------------
(a) (1) ............................. Advertisement printed in THE WALL STREET JOURNAL.
(2) ............................. Offer to Purchase (including Selected Financial Information).
(3) ............................. Letter of Transmittal.
(b) ................................. Inapplicable.
(c) ................................. Inapplicable.
(d) through (f) ..................... Inapplicable.
(g) (1) ............................. Audited Financial Statement of the Fund at December 7, 1994
filed as Exhibit (g)(1) to Schedule 13E-4 filed
with the Commission on April 24, 1995 (Accession
No. 0000898432-95-000141) and Unaudited Financial Statements
dated May 2, 1995 filed with the Commission in Post-Effective
Amendment No. 1 on Form N-2 on May 11, 1995 (Accession
No. 0000950156-95-000345), both of which are incorporated herein
by reference.
</TABLE>
- 3 -
<PAGE> 4
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.
July 21, 1995 /s/James B. Hawkes
- ------------- -------------------------------
(Date) James B. Hawkes, President of
EV Classic Senior Floating-Rate Fund
- 4 -
<PAGE> 5
<TABLE>
EXHIBIT INDEX
The following exhibits are filed as part of this Issuer Tender Offer
Statement.
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
(a)(1) Advertisement printed in THE WALL STREET JOURNAL
(a)(2) Offer to Purchase (including Selected Financial Information)
(a)(3) Letter of Transmittal
</TABLE>
- 5 -
<PAGE> 1
This announcement is not an offer to purchase or a solicitation of an
offer to sell Shares. The Offers are made only by the Offer to Purchase
dated July 24, 1995, and the related Letter of Transmittal.
NOTICE OF OFFERS TO PURCHASE FOR CASH
6,500,000 OF THE ISSUED AND OUTSTANDING SHARES OF
EATON VANCE PRIME RATE RESERVES AND
2,000,000 OF THE ISSUED AND OUTSTANDING SHARES OF
EV CLASSIC SENIOR FLOATING-RATE FUND
AT NET ASSET VALUE PER SHARE
Eaton Vance Prime Rate Reserves and EV Classic Senior Floating-Rate Fund (the
"Funds") are offering to purchase 6,500,000 and 2,000,000, respectively, of
their issued and outstanding shares ("Shares") at a price equal to their net
asset values ("NAV") as of the close of the New York Stock Exchange on the
Expiration Date, August 18, 1995. The Offers will expire at 12:00 midnight,
Eastern time, on that date unless extended upon the terms and conditions set
forth in the Offers to Purchase dated July 24, 1995, and the related Letter of
Transmittal, which together constitute the "Offers." The NAV on July 14, 1995,
of Eaton Vance Prime Rate Reserves, was $10.03 per Share, and of EV Classic
Senior Floating-Rate Fund was $9.99 per Share. The applicable early withdrawal
charges will be deducted from the proceeds of Shares tendered. The purpose of
the Offers is to provide liquidity to shareholders since the Funds are unaware
of any secondary market which exists for the Shares. The Offers are not
conditioned upon the tender of any minimum number of Shares.
If more than a Fund"s Shares offered are duly tendered prior to the expiration
of the Offers, the Fund will, assuming no changes in the factors originally
considered when it was determined to make its Offer, extend its 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 the original number of Shares offered (or
such larger number of Shares sought) of the Shares tendered on a pro rata
basis.
Shares tendered pursuant to the Offers may be withdrawn at any time prior to
12:00 midnight, Eastern time, on August 18, 1995, and, if not yet accepted for
payment. Shares may also be withdrawn after September 18, 1995.
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
Offers to Purchase and is incorporated herein by reference.
Requests for free copies of the Offers to Purchase, Letter of Transmittal and
any other tender offer documents may be directed to Eaton Vance, at the address
and telephone number below. Shareholders who do not own Shares directly may
effect a tender through their broker, dealer or nominee.
EATON VANCE PRIME RATE RESERVES AND
EV CLASSIC SENIOR FLOATING-RATE FUND
24 Federal Street
[EATON VANCE LOGO] Boston, MA 02110
1-800-225-6265, Extension 5
July 24, 1995
<PAGE> 1
OFFERS TO PURCHASE FOR CASH AT NET ASSET VALUE
6,500,000 OF THE ISSUED AND OUTSTANDING SHARES OF
EATON VANCE PRIME RATE RESERVES AND
2,000,000 OF THE ISSUED AND OUTSTANDING SHARES OF
EV CLASSIC SENIOR FLOATING-RATE FUND
THE EXPIRATION DATE AND THE WITHDRAWAL DEADLINE IS 12:00 MIDNIGHT
EASTERN TIME, ON FRIDAY, August 18, 1995 UNLESS EXTENDED.
To the Holders of Shares of
EATON VANCE PRIME RATE RESERVES AND EV CLASSIC SENIOR FLOATING-RATE FUND:
As of July 24, 1995, (the "Commencement Date") Eaton Vance Prime Rate
Reserves and EV Classic Senior Floating-Rate Fund (the "Funds") are offering to
purchase up to 6,500,000 and 2,000,000, respectively, (the "Designated Number")
of their shares of beneficial interest without par value ("Shares") for cash at
a price equal to their net asset value ("NAV") as of the close of the New York
Stock Exchange on August 18, 1995 (the "Initial Expiration Date"), unless
extended, upon the terms and conditions set forth in these Offers to Purchase
and the related Letter of Transmittal which together constitute the "Offers."
The later of the Initial Expiration Date or the latest time and date to which
an Offer is extended is hereinafter called the "Expiration Date." The Funds"
NAVs were $10.03 and $9.99, respectively, per Share on July 14, 1995. The total
cost to the Funds of purchasing the Designated Number of Shares pursuant to the
Offer will be approximately $65,195,000 and $19,980,000, respectively. Any
early withdrawal charge applicable to Shares tendered for purchase will be
deducted from the proceeds sent to shareholders.
If more than the Designated Number of Shares of a Fund are duly
tendered prior to the Expiration Date and not withdrawn, subject to the
condition that there have been no changes in the factors originally considered
by the Board of Trustees when it determined to make the Offer, the relevant
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 the
Designated Number (or such larger number of Shares sought) of the Shares
tendered on a pro rata basis.
NEITHER THE FUND NOR THEIR BOARDS OF TRUSTEES MAKES ANY RECOMMENDATION
TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.
EACH SHAREHOLDER MUST MAKE AN INDEPENDENT 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
EITHER FUND AS TO WHETHER SHAREHOLDERS 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 A FUND.
Questions, requests for assistance and requests for additional copies
of these Offers to Purchase and, if necessary, the Letter of Transmittal should
be directed to Eaton Vance Prime Rate Reserves or EV Classic Senior
Floating-Rate Fund, 24 Federal Street, Boston, Massachusetts 02110, telephone
number 1-800-225-6265, Ext. 5.
OFFERS TO PURCHASE
July 24, 1995 EATON VANCE PRIME RATE RESERVES
EV CLASSIC SENIOR FLOATING-RATE FUND
24 Federal Street, Boston, MA 02110
<PAGE> 2
1. PRICE; NUMBER OF SHARES. Each Fund will, upon the terms and
subject to the conditions herein purchase up to the Designated Number of its
issued and outstanding Shares which are tendered and not withdrawn prior to the
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 regular trading on the
New York Stock Exchange on the Expiration Date. Each Fund reserves the right to
extend or terminate its Offer (See Section 8).
The Offers are being made to all shareholders of the Funds and are not
conditioned upon any minimum number of Shares being tendered.
If the number of Shares properly tendered prior to the Expiration Date
and not withdrawn is less than or equal to the Designated Number (or such
greater number of Shares as a Fund may elect to purchase pursuant to its
Offer), the Fund will, upon the terms and subject to the conditions of its
Offer, purchase at NAV all Shares so tendered. If more than the Designated
Number are duly tendered prior to the Expiration Date and not withdrawn,
subject to the condition that there have been no changes in the factors
originally considered by the Board of Trustees when it determined to make the
Offer, the relevant 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 the Designated Number (or such larger number of Shares sought) of the
Shares tendered on a pro rata basis.
Each Fund reserves the right, in its sole discretion, at any time or
from time to time, to extend the period of time during which its Offer is open
by giving oral or written notice of such extension to the Depository and making
a public announcement thereof. There can be no assurance, however, that a Fund
will exercise its right to extend. If either Fund decides, in its sole
discretion, to increase (except for any increase not in excess of 2% of the
outstanding Shares) or decrease the number of Shares being sought and, at the
time that notice of such increase or decrease is first published, sent or given
to holders of Shares in the manner specified below, its Offer is scheduled to
expire at any time earlier than the tenth business day from the date that such
notice is first so published, sent or given, the Offer will be extended at
least until the end of such ten business day period.
If the Shares to be tendered are registered in the shareholder"s name
and the necessary documents will be completed and transmitted to the Funds"
Transfer Agent by the shareholder, the procedure for tendering Shares for
purchase pursuant to each Offer is set forth in the Letter of Transmittal, the
provisions of which are incorporated herein by reference. A Letter of
Transmittal is not required if a broker, dealer or other selling group member
will be used to effect the transaction for the shareholder.
Each Fund has been advised that none of its Trustees, officers or
affiliates intends to tender any Shares pursuant to its Offer except that Eaton
Vance Distributors, Inc. ("EVD") may tender any Shares that it has acquired
pursuant to its distribution activities prior to the Expiration Date. The
Shares are not currently traded on any established trading market. The current
NAV of each Fund"s Shares may be obtained by calling the Fund at the telephone
number provided above.
2. WITHDRAWAL RIGHTS. Tenders made pursuant to the Offer will be
irrevocable. However, shareholders may withdraw Shares tendered at any time up
to the Expiration Date and, if the Shares have not yet been accepted for
payment by the Fund, at any time after the expiration of 40 Business Days
following, and including, the Commencement Date. Business Day means any day,
other than Saturday, Sunday, or a Federal holiday. A shareholder whose Shares
have been purchased pursuant to this Offer may reinvest any portion or all of
his tender proceeds in Shares of the same Fund on the terms and conditions set
forth in the prospectus under "Eaton Vance Shareholder Services."
2
<PAGE> 3
3. PURPOSE OF THE OFFER. The Funds do not currently believe that
there is or is likely to be an active secondary market for their Shares.
The Trustees of each Fund have determined that it would be in the best interest
of Fund shareholders to take action to provide liquidity to shareholders and,
accordingly, that the Fund should make this Offer.
4. SOURCE AND AMOUNT OF FUNDS. Each Fund invests its assets in the
Senior Debt Portfolio (the"Portfolio") and is expected to have cash to pay for
Shares acquired pursuant to the Offers because the Portfolio has made a tender
offer to each Fund in the same amounts and on the same terms as the Fund"s
tender offers. Accordingly, each Fund will tender a portion of its interest in
the Portfolio equal in value to shares tendered pursuant to its Offer
hereunder. The Portfolio does not anticipate borrowing to meet its tender offer
obligations to the Funds. If, in the judgment of the Trustees of the Portfolio,
sufficient assets of the Portfolio cannot readily be liquidated to pay for
tendered Shares, the Portfolio may terminate its offer. If the Portfolio did
so, the Funds would terminate their Offers.
5. CERTAIN EFFECTS OF THE OFFER. Although the Trustees of each Fund
believe that the Offer would be beneficial their Fund"s shareholders, the
acquisition of Shares by a Fund will decrease its total assets and therefore
have the likely effect of increasing the Fund"s expense ratio. All Shares
purchased pursuant to the Offer will be retired by the relevant Fund.
6. EARLY WITHDRAWAL CHARGE. An Early Withdrawal Charge to recover
distribution expenses will be imposed on those Shares accepted for tender the
amount of which exceeds the aggregate value at the time the tender is accepted
of (a) all Shares in the account purchased more than the requisite time set
forth below (the "Aging Period") prior to such acceptance, (b) all Shares in
the account acquired through reinvestment of distributions, and (c) the
increase, if any, of value of all other Shares in the account (namely those
purchased within the Aging Period) over the purchase price of such Shares. The
Early Withdrawal Charge will be paid to the Funds" principal underwriter, EVD.
In determining whether an Early Withdrawal Charge is payable, it is assumed
that the acceptance of a repurchase offer would be made from the earliest
purchase of Shares.
<TABLE>
Any Early Withdrawal Charge which is required to be imposed on shares
of Eaton Vance Prime Rate Reserves will be made in accordance with the
following schedule:
<CAPTION>
YEAR OF REPURCHASE
AFTER PURCHASE EARLY WITHDRAWAL CHARGE
<S> <C>
First 3.00%
Second 2.50%
Third 2.00%
Fourth 1.00%
Fifth and following 0%
</TABLE>
No Early Withdrawal Charge will be imposed on shares purchased on or
after January 27, 1995 and tendered following the death of all beneficial
owners of such shares, provided the redemption is requested within one year of
death (a death certificate and other applicable documents may be required). At
the time of acceptance of the tender offer, the shareholder must notify the
Transfer Agent either directly or through EVD that the Early Withdrawal Charge
should be waived. Such waiver, subject to confirmation of the investor"s
entitlement, will then be granted; otherwise, the waiver will be lost.
The Early Withdrawal Charge will be equal to 1% of the value of shares
of EV CLASSIC SENIOR FLOATING-RATE FUND accepted for repurchase pursuant to a
tender offer.
Tendering shareholders may elect to receive, in lieu of cash, the
proceeds from the tender of their Shares in shares of certain other open-end
management investment companies in the Eaton Vance Group of Funds. Consult the
relevant Fund"s prospectus for eligible Eaton Vance funds. The Early Withdrawal
Charge will be waived for the Shares tendered in exchange for shares in such
funds.
3
<PAGE> 4
The prospectus for each fund describes its investment objectives and
policies as well as the contingent deferred sales charge imposed on the
redemption of shares. Shareholders should obtain a prospectus and consider a
fund"s objectives and policies carefully before requesting an exchange. Each
exchange must involve Shares which have a net asset value of at least $1,000. A
shareholder may effect an exchange by completing the appropriate section of the
Letter of Transmittal or by giving proper instructions to the shareholder"s
broker or dealer. For purposes of calculating the contingent deferred sales
charge upon a subsequent redemption of shares of a fund acquired in an
exchange, the purchase of such shares is deemed to have occurred at the time of
the original purchase of the exchanged Fund Shares. An exchange may result in a
taxable gain or loss. Although the exchange privilege has been made available
as a convenience to each Fund"s shareholders, neither the Fund nor the Boards
of Trustees makes any recommendation as to whether shareholders should exchange
Shares for shares of another Eaton Vance fund.
7. TAX CONSEQUENCES. The following discussion is a general summary of
the Federal income tax consequences of a tender of Shares pursuant to the
Offers. You should consult your own tax adviser regarding the specific tax
consequences, including state and local tax consequences, of such a tender to
you.
A tender of Shares pursuant to an Offer (including an exchange for
shares of another Eaton Vance fund) will be a taxable transaction for Federal
income tax purposes. 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 tender (i) completely terminates the
shareholder"s interest in a Fund, (ii) is treated as a distribution that is
"substantially disproportionate" or (iii) is treated as a distribution that is
"not essentially equivalent to a dividend." A complete termination of the
shareholder"s interest generally requires that the shareholder dispose of all
Shares directly owned or attributed to him under Section 318 of the Code. A
"substantially disproportionate" distribution generally requires a reduction of
at least 20% in the shareholder"s proportionate interest in a Fund after all
Shares are tendered. A distribution "not essentially equivalent to a dividend"
requires that there be a "meaningful reduction" in the shareholder"s interest,
which should be the case if the shareholder has a minimal interest in the Fund,
exercises no control over Fund affairs and suffers a reduction in his or her
proportionate interest.
Each Fund intends to take the position that tendering shareholders will
qualify for sale or exchange treatment. If the transaction is treated as a sale
or exchange for tax purposes, any gain or loss recognized will be treated as a
capital gain or loss by shareholders who hold their Shares as a capital asset
and as a long-term capital gain or loss if such Shares have been held for more
than one year. The current maximum tax rates on ordinary income and long-term
capital gains are the same.
If the transaction is not treated as a sale or exchange, the amount
received upon a sale of Shares may consist in whole or in part of ordinary
dividend income, a return of capital or capital gain, depending on the Fund"s
earnings and profits for its taxable year and the shareholder"s tax basis in
the Shares. In addition, if any amounts received are treated as a dividend to
tendering shareholders, a constructive dividend under Section 305 of the Code
may be received by non-tendering shareholders whose proportionate interest in
the Fund has been increased as a result of the tender.
Each Fund or its agent could be required to withhold 31% of gross
proceeds paid to a shareholder or other payee pursuant to its Offer if (a) it
has not been provided with the shareholder"s taxpayer identification number
(which, for an individual, is usually the social security number) and
certification under penalties of perjury (i) that such number is correct and
(ii) that the shareholder is not subject to withholding as a result of failure
to report all interest and dividend income or (b) the Internal Revenue Service
(IRS) or a broker notifies the Fund that the number provided is incorrect or
withholding is applicable for other reasons. Backup withholding does not apply
to certain payments that are exempt from information reporting or are made to
exempt payees, such as corporations. Foreign shareholders
4
<PAGE> 5
are required to provide the relevant Fund with a completed IRS Form W-8 to
avoid 31% withholding on payments received on a sale or exchange.
Foreign shareholders may be subject to withholding of 30% (or a lower
treaty rate) on any portion of payments received that is deemed to
constitute a dividend.
8. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT. Each Fund
reserves the right, at any time and from time to time, to extend the period of
time during which its Offer is pending by making a public announcement thereof.
In the event that a Fund so elects to extend the tender period, the NAV for the
Shares tendered will be determined as of the close of regular trading on the
New York Stock Exchange on the Expiration Date, as extended. During any such
extension, all Shares previously tendered and not withdrawn will remain subject
to the Offer. Each Fund also reserves the right, at any time and from time to
time up to and including the Expiration Date, to (a) terminate its 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 a Fund
may choose to make a public announcement of extension, termination or
amendment, except as provided by applicable law, 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.
Each Fund reserves the right to terminate its Offer for any of the
following reasons:
(i) the Fund would not able to liquidate the requisite portion of its
interest in the Portfolio and/or such liquidation would have an adverse
effect on the net asset value of the Fund to the detriment of the
nontendering Fund shareholders; (ii) the Fund"s income would be taxed
at the Fund level in addition to the taxation of shareholders who
receive dividends and distributions from the Fund as a result of the
Fund being deemed a taxable entity occasioned by the impairment of the
Fund"s status as a regulated investment company under the Code; or
(iii) there exists (a) a limitation imposed by Federal or state
authorities on the extension of credit by lenders which affects the
Fund, the Borrowers of Loans in which the Portfolio holds Loan
Interests or the Intermediate Participants, (b) a banking moratorium
declared by Federal or state authorities or any suspension of payments
by banks in the United States, (c) a legal action or proceeding
instituted or threatened which materially adversely affects the Fund,
(d) a legal action or proceeding instituted or threatened which
challenges such purchase, (e) an international or national calamity,
such as commencement of war or armed hostilities, which directly or
indirectly involves the United States, or (f) an event or condition not
listed herein which would materially adversely affect the Fund if the
tendered shares are purchased.
9. CONTRACTS AND RELATIONSHIPS WITH AFFILIATES. The Portfolio
currently is a party to an Investment Advisory Contract with Boston
Management and Research ("BMR"), its investment adviser. The Portfolio
pays to BMR an advisory fee on an annual basis (payable monthly) of (a)
.95% of average daily gross assets of the Portfolio up to and including
$1 billion; (b) .90% of average daily gross assets in excess of $1
billion up to and including $2 billion; and (c) .85% of average daily
gross assets in excess of $2 billion. An administration fee is paid to
Eaton Vance Management ("EVM") by each Fund and is equal to .25%
annually of daily gross assets of the Portfolio attributable to a Fund.
The Funds and the Portfolio also have an agreement with Investors Bank
& Trust Company ("IBT"), which acts as the custodian of each entity"s
assets. IBT (majority-owned) and EVM (wholly-owned) are both
subsidiaries of Eaton Vance Corp. and hence affiliates. BMR is a
wholly-owned subsidiary of EVM.
5
<PAGE> 6
<TABLE>
SELECTED FINANCIAL INFORMATION
<CAPTION>
EV CLASSIC SENIOR
FLOATING-RATE FUND EATON VANCE PRIME RATE RESERVES *
------------------ ---------------------------------
RESULTS OF OPERATIONS February 24, 1995
For the periods: to May 2, 1995 January 1, 1994 to January 1, 1993 to
(Unaudited) December 31, 1994 ** December 31, 1993 **
----------------- -------------------- --------------------
<S> <C> <C> <C>
INVESTMENT INCOME $ 357,628 $ 49,297,808 $ 59,085,695
EXPENSES $ 69,639 $ 11,601,914 $ 15,487,154
------------- --------------- ----------------
Net Investment Income $ 287,989 $ 37,695,894 $ 43,598,541
============= =============== ================
STATEMENT OF ASSETS AND LIABILITIES
May 2, 1995
(Unaudited) December 31, 1994 December 31, 1993
------------- ----------------- -----------------
Assets $ 57,241,505 $ 639,320,838 $ 707,908,138
Liabilities $ 126,187 $ 27,733,320 $ 24,514,457
------------- --------------- ----------------
Net Assets $ 57,115,318 $ 611,587,518 $ 683,393,681
============= =============== ================
Net Assets Consist of
Paid-in Capital $ 57,146,312 $ 614,489,902 $ 685,789,141
Undistributed Net
Investment Income $ 3,782 $ 21,700 $ 303,643
Accumulated Net Realized
Gain / (Loss) on Investments $ 23,402 $ (3,626,938) $ (10,517,164)
Accumulated Distributions from
Net Realized Gain on Investments $ - $ (2,266,346) $ (2,266,346)
Unrealized Gain / (Loss) on
Investments $ (58,178) $ 2,969,200 $ 10,084,407
------------- --------------- ----------------
Net Assets $ 57,115,318 $ 611,587,518 $ 683,393,681
============= =============== ================
PER SHARE DATA
Investment Income $ 0.1810 $ 0.7802 $ 0.6735
Net Investment Income $ 0.1460 $ 0.5966 $ 0.4970
Net Asset Value $ 9.99 $ 10.02 $ 10.03
Sales in last 40 Business
Days of Period (all at
Net Asset Value next
determined after receipt) to:
Trustees, Officers, Affiliates $ 0 $ 0 $ 0
Public $ 52,613,036 $ 20,875,840 $ 4,002,820
Total $ 52,613,036 $ 20,875,840 $ 4,002,820
SHARES ISSUED AND OUTSTANDING 5,717,415 61,040,057 68,165,570
<FN>
** For more complete financial information, a copy of the Fund"s most recently published Annual Report can be obtained free of
charge from Eaton Vance Distributors, Inc., telephone number 1-800-225-6265, Ext.1 (copies of which have been filed as exhibits
to the Schedule 13E-4 filed with the Securities Exchange Commission).
** Based on audited figures for the fiscal years ended December 31, 1994 and December 31, 1993.
</TABLE>
<PAGE> 1
EATON VANCE LOGO
LETTER OF TRANSMITTAL
To Be Used* To Tender Shares of
EATON VANCE PRIME RATE RESERVES OR
EV CLASSIC SENIOR FLOATING-RATE FUND
Pursuant to the Offers to Purchase
Dated July 24, 1995
THE EXPIRATION DATE AND THE WITHDRAWAL
DEADLINE IS 12:00 MIDNIGHT, EASTERN TIME, ON
August 18, 1995, UNLESS EXTENDED
- Please complete and mail Pages 3 and 4 of this form to the Funds:
Transfer Agent:
The Shareholder Services Group, Inc.
Eaton Vance Section - BOS725
P.O. Box 1559
Boston, MA 02104
- If the letter is to be delivered by messenger or overnight
courier, use the following street address:
The Shareholder Services Group, Inc.
Eaton Vance Section - BOS725
Seventh Floor
53 State Street
Boston, MA 02109
- 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 SHARES TO BE
TENDERED ARE REGISTERED IN THE SHAREHOLDER'S NAME AND THE NECESSARY
DOCUMENTS WILL BE TRANSMITTED TO THE TRANSFER AGENT (ABOVE). DO NOT USE
THIS FORM IF A BROKER, DEALER OR OTHER SELLING GROUP MEMBER IS
EFFECTING THE TRANSACTION FOR THE SHAREHOLDER.
- --------------------------------------------------------------------------------
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
QUESTIONS AND REQUESTS FOR FURTHER ASSISTANCE MAY BE DIRECTED TO
EATON VANCE MANAGEMENT, AT 1-800-225-6265, EXT. 5.
<PAGE> 2
GENERAL INSTRUCTIONS
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES
A properly completed and duly executed Letter of Transmittal, together with
certificates for any tendered shares held in certificate form, should be mailed
or delivered to the Transfer Agent at the appropriate address shown on the
front of this Letter. All documents must be received by the Transfer Agent on
or prior to the Expiration Date (as defined in the Offer to Purchase). Delivery
to an address other than that shown does not constitute valid delivery. The
method of delivery of all documents, including certificates for shares, is at
the election and risk of the shareholder making the tender.
2. TRANSFER TAXES
The Funds will pay all taxes, if any, payable on the transfer of shares
purchased pursuant to the Offers. If, however, payment of the purchase price is
to be made to or (in the circumstances permitted by the Offers) if unpurchased
shares are to be registered in the name of a person other than the registered
holder, or if any tendered shares are registered in any name other than that of
the person(s) signing this Letter of Transmittal, the amount of 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.
3. 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 relevant Fund,
whose determination shall be final and binding. Each 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 the
Fund#s counsel, be unlawful. Each Fund also reserves the absolute right to
waive any of the conditions of its Offer or any defect in any tender with
respect to any particular shares or any particular shareholder. Each Fund#s
interpre-tations of the terms and conditions of the Offers (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
relevant Fund shall determine. Tenders will not be deemed to have been made
until all defects and irregularities have been cured or waived. Neither the
Funds, the Transfer Agent, or 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 such notice.
4. SEPARATE ACCOUNTS
If the shares tendered are registered in more than one account, please
complete, sign and submit a separate Letter of Transmittal for each account.
5. ADDITIONAL COPIES
Additional copies of the Offers to Purchase and this Letter of Transmittal may
be obtained by contacting Eaton Vance Management at the telephone number shown
below.
ADDITIONAL TERMS AND CONDITIONS
The Tendering Shareholder hereby sells to the relevant Fund all shares tendered
hereby that are purchased pursuant to the relevant Offer and hereby irrevocably
constitutes and appoints the Transfer Agent as attorney in fact of the
Tendering Shareholder, 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 any cancellation of such shares on
the Fund's books and to deduct from the sale proceeds the applicable early
withdrawal charge of the Fund and to remit such charge to Eaton Vance
Distributors, Inc.
The Tendering Shareholder hereby warrants that the Tendering Shareholder 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 Tendering Shareholder will execute and
deliver any additional documents necessary to complete the sale in accordance
with the terms of the Offer.
The Tendering Shareholder recognizes that, under certain circumstances set
forth in the Offers to Purchase, a Fund may not be required to purchase any of
the shares tendered hereby. In that event, the Tendering Shareholder
understands that certificate(s) for any shares not purchased will be deposited
and held in unissued form in the Tendering Shareholder's account at the Fund
unless specifically requested otherwise. The Tendering Shareholder recognizes
that neither Fund has an obligation, pursuant to the Special Payment and
Delivery Instructions, to transfer any shares from the name of the registered
holder thereof if the relevant Fund purchases none of the shares originally
tendered.
The check for the purchase price of the tendered shares purchased, minus the
applicable early withdrawal charge, will be issued to the order of the
Tendering Shareholder and mailed to the address of record, unless otherwise
indicated under Special Payment and Delivery Instructions.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the Tendering Shareholder and all obligations of the
Tendering Shareholder hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the Tendering Shareholder. Except
as stated in the Offers, this tender is irrevocable.
- --------------------------------------------------------------------------------
Questions and requests for further assistance may be directed to
Eaton Vance Management, at 1-800-225-6265, Ext. 5.
2
<PAGE> 3
EATON VANCE PRIME RATE RESERVES/EV CLASSIC SENIOR FLOATING-RATE FUND
The undersigned shareholder ("Tendering Shareholder") hereby tenders the shares
designated below at a price equal to their net asset value per share
("NAV") on the Expiration Date (as defined in the Offers to Purchase) in cash
upon the terms and conditions set forth in the Offers to Purchase dated July
24, 1995, receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which together constitute the "Offers").
DESCRIPTION OF SHARES TENDERED
Check one:
- ----------
/ / Eaton Vance Prime Rate Reserves (EVPRX)
/ / EV Classic Senior Floating-Rate Fund (ECFRX)
NAME(S) OF REGISTERED HOLDER(S)
Instructions:
- -------------
- - Please fill in exactly as shares are registered
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
Please print
Account number
---------------------------------------------
Please provide your daytime telephone number:
------------------------------
Please include area code
SHARES TENDERED
Check one:
- ----------
/ / Partial Tender -- only the number of shares entered are to be tendered.
_____________________ shares.
/ / Complete Tender -- all shares (issued and unissued) are to be tendered.
Note: Any shares represented by certificates which are not delivered will
be excluded from shares tendered. If not specified above as
either a partial or complete tender, only shares represented by
certificates delivered are deemed to have been tendered.
CERTIFICATES - The following certificates are enclosed herewith: (If forwarded
separately, check here / /.)
Certificate no.(s) Issue date No. of shares No. of shares tendered
- ------------------ ---------- ------------- ----------------------
- ------------------ ---------- ------------- ----------------------
- ------------------ ---------- ------------- ----------------------
- ------------------ ---------- ------------- ----------------------
Note: Certificates will be deposited to your account when delivered. Any
balance of shares remaining after the Expiration Date will be held in
your account in unissued form unless you specifically request otherwise.
/ / Exchange - check this box to request that the shares tendered above be
exchanged for shares of
Fund. (By checking the box, you
------------------------------------ certify receipt of a current
(Name of Fund) prospectus for such fund.)
See a current Fund prospectus
for the names of the funds
available for exchange.
- --------------------------------------------------------------------------------
Taxpayer Identification Number (TIN) Certification
/ / Enter your TIN (Social Security number of individuals or Employer
I.D. number of entities, including corporations, partnerships,
estates and trusts.)
(1) The number shown on this form or currently shown on my account is
my correct taxpayer identification number, and
(2) I am not subject to backup withholding because (a) I am exempt
from backup withholding, or (b) I have not been notified by the
Internal Revenue Service (IRS) that I am subject to backup withholding
as a result of a failure to report all interest or dividends, or (c)
the IRS has notified me that I am no longer subject to backup
withholding.
CERTIFICATION INSTRUCTIONS - You must cross out item (2) above if you
have been notified by the IRS that you are currently subject
to backup withholding because of underreporting interest or dividends
on your tax return.
IN SIGNING THIS LETTER, I CERTIFY UNDER PENALTIES OF PERJURY THAT THE
INFORMATION PROVIDED IN THIS SECTION IS TRUE, CORRECT AND COMPLETE.
3
<PAGE> 4
SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS
- - The check and any certificates requested for remaining shares will be
issued in the name of the registered shareholder and mailed to the
address of record unless alternative instructions are authorized in
this section.
ALTERNATE INSTRUCTIONS: (If special payment or delivery is requested,
signatures must be guaranteed.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
EARLY WITHDRAWAL CHARGE WAIVER
/ / Check this box if shares are tendered within one year following the
date of death of the shareholder in whose name the tendered shares are
registered. A certified copy of the shareholder#s death certificate
must be enclosed herewith. Refer to entitlement details in a current
Fund prospectus.
SIGNATURE(S) AND SIGNATURE(S) GUARANTEE
Instructions:
- -------------
- - If this Letter of Transmittal is signed by the registered holder(s)
of the shares tendered, the signature(s) below must correspond exactly
with the name(s) in which the shares are registered.
- - If the shares are held of record by two or more joint holders, all
such holders must sign below.
- - If shares are held of record by an IRA account, this Letter of
Transmittal must be signed by an authorized official of the Custodian
of the IRA.
- - 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 Funds of their
authority to so act.
- - All signatures must be guaranteed unless all of the following
conditions apply:
- This Letter of Transmittal is signed by the registered holder(s) of
the shares, and
- There is no change of registration of any remaining shares, and
- The payment of the tender offer proceeds and certificates for any
remaining shares are to be sent to the registered owner of the shares
at the address shown in the share registration, and
- The tender offer proceeds will be less than $25,000.
In all other cases, all signatures on this Letter of Transmittal must
be guaranteed by a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc.; a
commercial bank or trust company having an office, branch or agency in the
United States; or other Eligible Guarantor Institution as defined in Rule 17
Ad - 15(a)(2) under the Securities and Exchange Act of 1934.
- --------------------------------------------------------
- --------------------------------------------------------
Signature(s) of owner(s) - EXACTLY as registered
Date
-------------------
SIGNATURE(S) GUARANTEED BY:
4
