As filed with the Securities and Exchange Commission on May 25, 2000 Securities Act File No. 333-39839 Investment Company Act File No. 811-06156 ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE TO ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) (Amendment No. 1) Merrill Lynch High Income Municipal Bond Fund, Inc. (Name of Issuer) Merrill Lynch High Income Municipal Bond Fund, Inc. (Names of Person(s) Filing Statement) Shares of Common Stock, Par Value $.10 per share (Title of Class of Securities) 589945 10 4 (CUSIP Number of Class of Securities) Terry K. Glenn Merrill Lynch High Income Municipal Bond 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 =============================================================================== Transaction Valuation: $38,040,000* Amount of Filing Fee: $7,608** =============================================================================== * Calculated as the aggregate maximum purchase price to be paid for 4,000,000 shares in the offer, based upon the net asset value per share ($9.51) 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| This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO of Merrill Lynch High Income Municipal Bond 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 15, 2000 (the "Expiration Date"). Pursuant to the Offer, 1,165,428.591 Shares were tendered, all of which were accepted by the Fund for repurchase at a net asset value of $9.29 per share, as determined as of the close of the New York Stock Exchange on the Expiration Date, for an aggregate purchase price of $10,826,831.61. 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 HIGH INCOME MUNICIPAL BOND FUND, INC. May 25, 2000 By /s/ Terry K. Glenn --------------------------- (Terry K. Glenn, 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 - --------------------- 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 High Income Municipal Bond Fund, Inc. Amendment No. 1 to Issuer Tender Offer Statement on Schedule TO - -------------------------------------------------------- Dear Sirs: On behalf of Merrill Lynch High Income Municipal Bond 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