As filed with the Securities and Exchange Commission on April 23, 2002
Securities Act File No. 333-39837
Investment Company Act File No. 811-5870
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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, Inc.
(Name of Issuer)
Merrill Lynch Senior Floating Rate Fund, Inc.
(Names of Person(s) Filing Statement)
Shares of Common Stock, Par Value $.10 per share
(Title of Class of Securities)
59019R 10 5
(CUSIP Number of Class of Securities)
Terry K. Glenn
Merrill Lynch Senior Floating Rate 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. Philip L. Kirstein, Esq.
Sidley Austin Brown & Wood LLP Merrill Lynch Investment Managers, L.P.
875 Third Avenue P.O. Box 9011
New York, New York 10022 Princeton, New Jersey 08543-9011
March 19, 2002
(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, Inc. (the "Fund")
relating to an offer to purchase (the "Offer") 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 March 19, 2002,
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 April 16, 2002
(the "Expiration Date"). Pursuant to the Offer, 17,016,587.90 Shares were
tendered, all of which were accepted by the Fund for repurchase at a net
asset value of $8.49 per share, as determined as of the close of the New
York Stock Exchange on the Expiration Date, for an aggregate purchase
price of $144,470,831.30.
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, INC.
April 23, 2002 By /s/ Terry K. Glenn
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(Terry K. Glenn, President)