As filed with the Securities and Exchange Commission on March 19, 2004
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. Andrew J. Donohue, Esq.
Sidley Austin Brown & Wood LLP Fund Asset Management, 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 II, Inc. (the
"Fund") relating to an offer to purchase (the "Offer") up to 7,000,000 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 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, 561,286.836 Shares were
tendered, all of which were accepted by the Fund for repurchase at a net
asset value of $9.62 per share, as determined as of the close of the New
York Stock Exchange on the Expiration Date, for an aggregate purchase
price of $5,399,579.36.
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.
March 19, 2004 By /s/ Donald C. Burke
---------------------------------
(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
--------------------------------------
(Donald C. Burke, Vice President and Treasurer)