As filed with the Securities and Exchange Commission on March 19, 2004
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. Andrew J. Donohue, 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
February 17, 2004
(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") up to 35,000,000 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 February 17, 2004, 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 March 16, 2004 (the
"Expiration Date"). Pursuant to the Offer, 4,580,850.268 Shares were tendered,
all of which were accepted by the Fund for repurchase at a net asset value of
$8.86 per share, as determined as of the close of the New York Stock Exchange
on the Expiration Date, for an aggregate purchase price of $40,586,333.37.
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.
March 19, 2004 By /s/ Donald C. Burke
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(Donald C. Burke, Vice President and Treasurer)
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
March 19, 2004 By /s/ Donald C. Burke
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(Donald C. Burke, Vice President and Treasurer)