UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND
(Name of Subject Company (Issuer))
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND
(Name of Filing Person (Issuer))
MONEY MARKET CUMULATIVE PREFERRED (MMP(R)) SHARES,
PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
33733Q206
(CUSIP Number of Class of Securities)
W. Scott Jardine, Esq.
Secretary
First Trust/Four Corners Senior Floating Rate Income Fund
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
Telephone: (800) 621-1675
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Person(s))
With a Copy to:
Eric F. Fess
Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
Telephone: (312) 845-3000
Calculation of Filing Fee
Transaction Valuation Amount of Filing Fee
$20,907,905.33(a) $1,166.66(b)
(a) Calculated as the aggregate maximum purchase price to be paid for 880 shares
in the offer, based upon a price of 95% of the liquidation preference of $25,000
per share plus unpaid dividends accrued through July 14, 2009 at an assumed rate
equal to the dividend rate at commencement of the tender offer.
(b) Calculated at $55.80 per $1,000,000 of the Transaction Valuation.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $1,166.66 Filing Party: First Trust/Four
Corners Senior Floating Rate
Income Fund
Form or Registration No.: Schedule TO Date Filed: June 16, 2009
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X}
INTRODUCTION
This Amendment No. 1 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission on June 16, 2009 (the "Schedule TO") by First Trust/Four Corners
Senior Floating Rate Income Fund (the "Fund"), pursuant to Rule 13e-4 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which relates
to the Fund's offer to purchase for cash up to 100% of its outstanding Money
Market Cumulative Preferred Shares, par value $0.01 per share, at a price equal
to 95% of the liquidation preference of $25,000 per share, plus any unpaid
dividends accrued through the expiration of the offer, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated June 16, 2009
and in the related Letter of Transmittal, which together constitute the "Offer"
and which are filed as exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the
Schedule TO.
All information in the Offer, including all schedules and annexes
thereto, which was previously filed with the Schedule TO, is expressly
incorporated by reference in this Amendment in response to all items required in
the Schedule TO, except that such information is hereby amended and restated to
the extent specifically provided for herein. All capitalized terms used in this
Amendment and not otherwise defined herein have the respective meanings ascribed
to them in the Offer. This Amendment is the final amendment to the Schedule TO
and is being filed in satisfaction of the reporting requirements of Rule
13e-4(c)(4) under the Exchange Act.
ITEM 4. TERMS OF THE TRANSACTION
Item 4 of the Schedule TO is hereby amended and supplemented by adding
the following thereto:
On July 15, 2009, the Fund issued a press release announcing the final
results of the Offer, which expired at 5:00 p.m. Eastern Time, on July 14, 2009.
A copy of the press release relating to the announcement of the final results of
the Offer is filed herewith as Exhibit (a)(5)(ii) and is incorporated herein by
reference.
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented to add
the following exhibit:
(a)(5)(ii) Press Release issued by the Fund dated July 15, 2009.
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.
FIRST TRUST/FOUR CORNERS SENIOR
FLOATING RATE INCOME FUND
By: /s/ James A. Bowen
------------------------------
Name: James A. Bowen
Title: President
Dated: July 15, 2009
EXHIBIT INDEX
Exhibit No. Document
- ----------- -----------------------------------------------------------------
(a)(1)(i)* Offer to Purchase dated June 16, 2009
(a)(1)(ii)* Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9)
(a)(1)(iii)* Notice of Guaranteed Delivery
(a)(1)(iv)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees
(a)(1)(v)* Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
(a)(1)(vi)* Notice of Withdrawal
(a)(5)(i)* Press Release issued by the Fund dated June 16, 2009
(a)(5)(ii)** Press Release issued by the Fund dated July 15, 2009
(b)(1)* Credit Agreement dated as of May 13, 2008 (the "Credit
Agreement") between the Fund and Bank of Nova Scotia (the "Bank")
(b)(2)* Security Agreement dated as of May 13, 2008 between the Fund and
the Bank (the "Security Agreement")
(b)(3)* Consent No. 1 and Amendment No. 1 to the Credit Agreement and
Amendment No. 1 to the Security Agreement dated as of July 11,
2008
(b)(4)* Amendment No. 2 to the Credit Agreement and Amendment No. 2 to
the Security Agreement dated May 12, 2009
(b)(5)* Amendment No. 3 to the Credit Agreement dated June 2, 2009.
(d)* Letter Agreement dated June 15, 2009 among the Fund and Karpus
Management, Inc.
* Previously filed.
** Filed herewith.