As filed with the Securities and Exchange Commission on September 21, 2005
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)
Robert C. Doll, Jr.
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
August 15, 2005
(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 7,500,000 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 August 15, 2005, 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 September 13, 2005
(the "Expiration Date"). Pursuant to the Offer, 2,071,359.174 Shares were
tendered, all of which were accepted by the Fund for repurchase at a net asset
value of $9.80 per share, as determined as of the close of the New York Stock
Exchange on the Expiration Date, for an aggregate purchase price of
$20,299,319.91.
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.
September 21, 2005 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
September 21, 2005 By: /s/ Donald C. Burke
----------------------------------------------
(Donald C. Burke, Vice President and Treasurer)