As filed with the Securities and Exchange Commission on May 25, 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. William E. Zitelli, Jr., 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: $17,660,000* Amount of Filing Fee: $3,532
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* Calculated as the aggregate maximum purchase price to be paid for
2,000,000 shares in the offer, based upon the net asset value per share
($8.83) at April 14, 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 Municipal Strategy 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 April 18, 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 May 16, 2000
(the "Expiration Date"). Pursuant to the Offer, 643,263.746 Shares were
tendered, all of which were accepted by the Fund for repurchase at a net asset
value of $8.35 per share, as determined as of the close of the New York Stock
Exchange on the Expiration Date, for an aggregate purchase price of
$5,371,252.28.
<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.
May 25, 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 25, 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 April 18, 2000 and terminated on May 15,
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