AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 1997
SECURITIES ACT FILE NO. 333-19479
INVESTMENT COMPANY ACT FILE NO. 811-07203
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. 2
MERRILL LYNCH MUNICIPAL STRATEGY FUND, INC.
(NAME OF ISSUER)
MERRILL LYNCH MUNICIPAL STRATEGY FUND, INC.
(NAME OF PERSON(S) FILING STATEMENT)
SHARES OF COMMON STOCK, PAR VALUE $0.10 PER SHARE
(TITLE OF CLASS OF SECURITIES)
59020H 10 4
(CUSIP NUMBER OF CLASS OF SECURITIES)
ARTHUR ZEIKEL
MERRILL LYNCH MUNICIPAL STRATEGY 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
ONE WORLD TRADE CENTER P.O. BOX 9011
NEW YORK, NEW YORK 10048-0557 PRINCETON, NEW JERSEY
08543-9011
OCTOBER 21, 1997
(DATE TENDER OFFER FIRST PUBLISHED
SENT OR GIVEN TO SECURITY HOLDERS)
This Amendment No. 2 to the Issuer Tender Offer Statement on Schedule
13E-4 of Merrill Lynch Municipal Strategy Fund, Inc. (the "Fund") relating to
an offer to purchase (the "Offer") 2,000,000 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 October 21, 1997 constitutes the final
amendment pursuant to Rule 13e-4(c)(3) under the Securities Exchange Act of
1934 and General Instruction D of Schedule 13E-4.
The Offer terminated at 12:00 midnight, New York time, on November 18,
1997 (the "Expiration Date"). Pursuant to the Offer, 475,902.712 Shares were
tendered, all of which were accepted by the Fund for repurchase at a net
asset value of $10.84 per share, as determined as of the close of the New
York Stock Exchange on the Expiration Date, for an aggregate purchase price
of $5,158,785.40.
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 MUNICIPAL STRATEGY FUND, INC.
November 21, 1997 By /s/ Terry K. Glenn
-----------------------------------------
(Terry K. Glenn,
Executive Vice President)
Brown & Wood LLP
One World Trade Center
New York, New York 10048-0557
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
VIA ELECTRONIC FILING
- ---------------------
November 21, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Division of Investment Management
Re: Merrill Lynch Municipal Strategy Fund, Inc.
Amendment No. 2 to Issuer Tender Offer Statement
on Schedule 13E-4
--------------------------------------------------
Dear Sirs:
On behalf of Merrill Lynch Municipal Strategy 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. 2 to the Issuer Tender Offer Statement of the Fund on Schedule 13E-4.
Amendment No. 2 constitutes the final amendment reporting the results of the
issuer tender offer. The tender offer commenced on October 21, 1997 and
terminated on November 18, 1997.
Please direct any comments or questions with respect to this filing to
the undersigned at (212) 839-5565.
Very truly yours,
/s/ Meaghan M. O'Toole
-----------------------
Enclosure
