<PAGE>
Filed with the Securities and Exchange Commission on April 24, 1995
1933 Act File No. 33-67118
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)
April 24, 1995
(Date Tender Offer First Published,
Sent or Given to Security Holders)
Calculation of Filing Fee
-------------------------
Transaction Valuation Amount of Filing Fee
--------------------------------------- --------------------
No. of Shares Price/Share Total Value
------------- ----------- -----------
1,000,000 $9.99 $9,900,000 $1,998
__
/_/ 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>
Background
----------
Eaton Vance Prime Rate Reserves (the "Trust"), is a closed-end,
non-diversified management investment company (File Nos. 33-34922, 811-
05808) registered under the Investment Company Act of 1940 (the "1940
Act"). As a closed-end investment company, the Trust does not redeem its
shares, but the Trust continuously offers its shares at net asset value.
However, the Trust makes quarterly tender offers (at the discretion of the
Board of Trustees)to provide some measure of liquidity to the Trust's
shareholders because the Trust's shares are not listed on an exchange or
traded in the over-the-counter market.
On February 21, 1995, the Trust converted to a "master-feeder"
structure and now 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 will also continuously offer 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 Trust
shareholders (and to the shareholders of any other feeder fund), the
Portfolio also intends to conduct periodic tender offers.
EV Classic Senior Floating-Rate Fund ("Fund") is a "sister"
feeder fund of the Trust, 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. 811-07946 and 33-67118). The Fund also
invests its assets in the Portfolio. In order to provide liquidity to
Fund shareholders, the Fund also expects to conduct periodic tender
offers.
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
April 24, 1995 of EV Classic Senior Floating-Rate Fund (the "Offer To
Purchase"), submitted herewith as an exhibit, 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.
Schedule 13E-4 Item and Caption Caption in Offer To Purchase
------------------------------- ----------------------------
Item 1 Security and Issuer
-------------------
(a) . . . . . . . . . . . . . . Heading.
(b) and (c) . . . . . . . . . . Heading. Letter. Price; Number
of Shares. Selected Financial
Information.
- 2 -
<PAGE>
(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.
-------------------------
Item 5 Contracts, Arrangements, No such contracts, arrangements,
Understandings or Relationships understandings or relationships
with Respect to the Issuer's exist between the Fund and any
Securities person with respect to the
------------------------------- tender offer.
Item 6 Persons Retained, Employed Letter. No person has been
or to Be Compensated authorized to make solicitations
--------------------------- or recommendations with respect
to the Offer to Purchase.
- 3 -
<PAGE>
Item 7 Financial Information
---------------------
(a)(1) (2) (3) and (4). . . . . Reference is hereby made to the
Selected Financial Information
in the Offer to Purchase and to
the financial statement included
as Exhibit (g)(1), 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.
- 4 -
<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.
April 21, 1995 /s/ James B. Hawkes
-------------- ---------------------------------
(Date) James B. Hawkes, President of
EV Classic Senior Floating-Rate Fund
- 5 -
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as part of this Issuer Tender
Offer Statement.
Exhibit
No. Description
------- -----------
(a)(1) Advertisement printed in The Wall Street Journal
(a)(2) Offer to Purchase (including Selected Financial
Information)
(a)(3) Letter of Transmittal
(g)(1) Audited Financial Statement of the Fund at December 7,
1994.
- 6 -
<PAGE>
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 April
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
1,000,000 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 1,000,000, 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, May 19, 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 April 24, 1995, and the related Letter of
Transmittal, which together constitute the "Offers." The NAV on April 17, 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 May 19, 1995, and, if not yet accepted for
payment. Shares may also be withdrawn after June 19, 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.
[LOGO] EATON VANCE PRIME RATE RESERVES AND
EATON VANCE EV CLASSIC SENIOR FLOATING-RATE FUND
=========== 24 FEDERAL STREET
MUTUAL FUNDS BOSTON, MA 02110
1-800-225-6265, EXTENSION 5
April 24, 1995
- --------------------------------------------------------------------------------
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
1,000,000 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, MAY 19, 1995 UNLESS EXTENDED.
To the Holders of Shares of
EATON VANCE PRIME RATE RESERVES AND EV CLASSIC SENIOR FLOATING-RATE FUND:
As of April 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 1,000,000, 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 May 19, 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 April 17, 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 $9,990,000,
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 THE 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
APRIL 24, 1995 EATON VANCE PRIME RATE RESERVES
EV CLASSIC SENIOR FLOATING-RATE FUND
24 FEDERAL STREET, BOSTON, MA 02110
<PAGE>
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."
3. PURPOSE OF THE OFFER. The Funds do not currently believe that
there is or is likely to be an active
2
<PAGE>
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 in the relevant Fund's prospectus (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. Any Early Withdrawal Charge which is
required to be imposed will be made in accordance with the terms and schedule
set forth in the relevant Fund's prospectus.
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.
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
3
<PAGE>
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 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
4
<PAGE>
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 regulate d
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>
<TABLE>
EATON VANCE PRIME RATE RESERVES
SELECTED FINANCIAL INFORMATION *
RESULTS OF OPERATIONS
For the periods:
<CAPTION>
January 1, 1994 to January 1, 1993 to
December 31, 1994 ** December 31, 1993 **
-------------------- --------------------
<S> <C> <C>
INVESTMENT INCOME $ 49,297,808 $ 59,085,695
EXPENSES $ 11,601,914 $ 15,487,154
-------------------- --------------------
Net Investment Income $ 37,695,894 $ 43,598,541
==================== ====================
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1994 December 31, 1993
-------------------- --------------------
Assets $639,320,838 $707,908,138
Liabilities $ 27,733,320 $ 24,514,457
-------------------- --------------------
Net Assets $611,587,518 $683,393,681
==================== ====================
Net Assets Consist of
Paid-in Capital $614,489,902 $685,789,141
Undistributed Net
Investment Income $ 21,700 $ 303,643
Accumulated Net Realized
Gain / (Loss) on Investments $ (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 $ 2,969,200 $ 10,084,407
-------------------- --------------------
Net Assets $611,587,518 $683,393,681
==================== ====================
PER SHARE DATA
Investment Income $ 0.7802 $ 0.6735
Net Investment Income $ 0.5966 $ 0.4970
Net Asset Value $ 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
Public $ 20,875,840 $ 4,002,820
Total $ 20,875,840 $ 4,002,820
SHARES ISSUED AND OUTSTANDING $ 61,040,057 $ 68,165,570
<FN>
* The selected financial information reflects the ongoing process of investing the Fund's assets. 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.
Note: Shares of the EV Classic Senior Floating-Rate Fund were first offered to the public on February 22, 1995.
</TABLE>
[LOGO]
EATON VANCE
===========
MUTUAL FUNDS
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 April 24, 1995
THE EXPIRATION DATE AND THE WITHDRAWAL
DEADLINE IS 12:00 MIDNIGHT, EASTERN TIME, ON
May 19, 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>
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>
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 APRIL 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 wll 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
(Name of Fund) receipt of a current 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
entries, 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) if you have been
notified by the IRS that you are currently subject to backup withholding becuase
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>
- --------------------------------------------------------------------------------
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.
ALTERNATIVE INSTRUCTIONS: (If special payment or delivery is requested,
signatures must be quaranteed.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 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 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
FINANCIAL STATEMENTS
EV CLASSIC SENIOR FLOATING-RATE FUND
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 7, 1994
ASSETS:
Cash .................................................... $100,000
Deferred organization expenses .......................... 99,263
--------
Total assets ........................................ $199,263
LIABILITIES:
Organization expenses accrued ........................... $ 20,000
Initial offering expenses accrued ....................... 79,263
--------
Total liabilities ................................... $ 99,263
========
NET ASSETS applicable to 10,000 common shares of beneficial
interest issued and outstanding .................................. $100,000
========
NET ASSET VALUE AND REPURCHASE PRICE PER SHARE (see page 22 of
prospectus for early withdrawal charges) ....................... $10.00
========
NOTE 1 -- Organization:
EV Classic Senior Floating-Rate Fund (formerly Eaton Vance Senior Short-Term
Trust) was formed under a Declaration of Trust dated August 5, 1993, amended and
restated December 7, 1994, and has been inactive since August 5, 1993 except for
matters relating to its organization and registration as an investment company
under the Investment Company Act of 1940 and the sale of 10,000 common shares of
its beneficial interest to Eaton Vance Management, the Fund's administrator. The
deferred organization and initial offering expenses, including Federal and state
registration and qualification fees, are estimated to amount to $99,263. These
expenses will be deferred and amortized over a period not to exceed five years
beginning on the date of the Fund's initial public offering of its shares. The
amount paid by the Fund on any repurchase during the amortization period of any
of the initial 10,000 common shares will be reduced by a pro rata portion of any
unamortized organization and initial offering expenses. Such proration is to be
calculated by dividing the number of initial shares repurchased by the number of
initial shares outstanding at the time of repurchase.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustees and Shareholders of
EV Classic Senior Floating-Rate Fund:
We have audited the accompanying statement of assets and liabilities of EV
Classic Senior Floating-Rate Fund (formerly Eaton Vance Senior Short-Term Trust)
as of December 7, 1994. This financial statement is the responsibility of the
Fund's management. Our responsibility is to express an opinion on the financial
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the statement of assets and liabilities referred to above
presents fairly, in all material respects, the financial position of EV Classic
Senior Floating-Rate Fund as of December 7, 1994, in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 8, 1994
