As filed with the Securities and Exchange Commission on August 21, 2000
Securities Act File No. 033-54655
Investment Company Act File No. 811-07203
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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 Municipal Strategy Fund, Inc.
(Name of Issuer)
Merrill Lynch Municipal Strategy Fund, Inc.
(Names of Person(s) Filing Statement)
Shares of Common Stock, Par Value $.10 per share
(Title of Class of Securities)
59020H 10 4
(CUSIP Number of Class of Securities)
Terry K. Glenn
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. Michael J. Hennewinkel, 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
July 18, 2000
(Date Tender Offer First Published
Sent or Given to Security Holders)
This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule
TO of Merrill Lynch Municipal Strategy Fund, Inc. (the "Fund") relating to an
offer to purchase (the "Offer") 3,000,000 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 July 18, 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, Eastern time, on August 14,
2000 (the "Expiration Date"). Pursuant to the Offer, 570,332.979 Shares were
tendered, all of which were accepted by the Fund for repurchase at a net asset
value of $8.87 per share, as determined as of the close of the New York Stock
Exchange on the Expiration Date, for an aggregate purchase price of
$5,058,853.53.
<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 MUNICIPAL STRATEGY FUND, INC.
August 21, 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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August 21, 2000
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. 1 to Issuer Tender Offer Statement
on Schedule TO
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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. 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 July 18, 2000 and
terminated on August 14, 2000.
Please direct any comments or questions with respect to this filing
to the undersigned at (212) 839-5584.
Very truly yours,
/s/ Patricia Gelfond
Enclosure
