As filed with the Securities and Exchange Commission on August 26, 2002
Securities Act File No. 333-52372
Investment Company Act File No. 811-09229
===============================================================================
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 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. Philip L. Kirstein, Esq.
Sidley Austin Brown & Wood LLP Merrill Lynch Investment Managers, L.P.
787 Seventh Avenue P.O. Box 9011
New York, New York 10019 Princeton, New Jersey 08543-9011
July 23, 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 II, Inc. (the "Fund") relating to
an offer to purchase (the "Offer") up to 15,000,000 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 July 23, 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 August 20, 2002 (the
"Expiration Date"). Pursuant to the Offer, 4,695,674.236 Shares were tendered,
all of which were accepted by the Fund for repurchase at a net asset value of
$8.59 per share, as determined as of the close of the New York Stock Exchange
on the Expiration Date, for an aggregate purchase price of $40,335,841.69.
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.
August 26, 2002 By /s/ Terry K. Glenn
--------------------------------
(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
August 26, 2002 By /s/ Terry K. Glenn
-----------------------------------
(Terry K. Glenn, President)