As filed with the Securities and Exchange Commission on February 21, 2001
Securities Act File No. 333-90189
Investment Company Act File No. 811-09229
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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 Senior Floating Rate Fund II, Inc.
(Name of Issuer)
Merrill Lynch Senior Floating Rate Fund II, Inc.
(Names of Person(s) Filing Statement)
Shares of Common Stock, Par Value $.10 per share
(Title of Class of Securities)
59021M 10 2
(CUSIP Number of Class of Securities)
Terry K. Glenn
Merrill Lynch Senior Floating Rate Fund II, 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
January 16, 2001
(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 Senior Floating Rate Fund II, Inc. (the
"Fund") relating to an offer to purchase (the "Offer") up to 9,500,000
of the Fund's shares of common stock, par value $0.10 per share (the
"Shares"), as originally filed with the Securities and Exchange Commission
on January 16, 2001, constitutes the final amendment pursuant to Rule
13e-4(c)(3) under the Securities Exchange Act of 1934.
The Offer terminated at 4:00 P.M., Eastern time, on February 13,
2001 (the "Expiration Date"). Pursuant to the Offer, 3,725,097.514 Shares
were tendered, all of which were accepted by the Fund for repurchase at a
net asset value of $ 9.67 per share, as determined as of the close of the
New York Stock Exchange on the Expiration Date, for an aggregate purchase
price of $36,021,692.95.
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 SENIOR FLOATING RATE
FUND II, INC.
February 21, 2001 By /s/ Terry K. Glenn
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(Terry K. Glenn, President)
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.
MASTER SENIOR FLOATING RATE TRUST
February 21, 2001 By /s/ Terry K. Glenn
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(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
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February 21, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Division of Investment Management
Re: Merrill Lynch Senior Floating Rate Fund II, Inc.
Amendment No. 1 to Issuer Tender Offer Statement
on Schedule TO
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Dear Sirs:
On behalf of Merrill Lynch Senior Floating Rate Fund II, 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 January 16, 2001 and
terminated on February 13, 2001.
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