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 II
(Name of Subject Company (Issuer))
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II
(Name of Filing Person (Issuer))
AUCTION MARKET PREFERRED SHARES, SERIES A
AUCTION MARKET PREFERRED SHARES, SERIES B
PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
Series A - 33733U 207
Series B - 33733U 306
(CUSIP Number of Class of Securities)
W. Scott Jardine, Esq.
Secretary
First Trust/Four Corners Senior Floating Rate Income Fund II
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
$80,016,778(a) $4,464.94(b)
(a) The transaction value is estimated solely for the purpose of
calculating the filing fee. It is calculated as the aggregate
maximum purchase price to be paid for 1,600 Auction Market Preferred
Shares, Series A, and 1,600 Auction Market Preferred Shares, Series
B, in the offer, based upon a price of 100% of the liquidation
preference of $25,000 per share plus unpaid dividends accrued
through September 28, 2009 at assumed rates equal to the current
applicable dividend rates.
(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: $4,331.02 Filing Party: First Trust/Four
Corners Senior Floating Rate
Income Fund II
Form or Registration No.: Schedule TO Date Filed: August 28, 2009
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:
[ ]
This Amendment No. 1 (the "Amendment") amends and supplements
the Tender Offer Statement on Schedule TO (the "Schedule TO") originally
filed with the Securities and Exchange Commission (the "SEC") on August
28, 2009 by First Trust/Four Corners Senior Floating Rate Income Fund II,
a Massachusetts business trust (the "Fund"). This Amendment relates to
the Fund's offer to purchase for cash up to 100% of its outstanding
Auction Market Preferred Shares, par value $0.01 per share ("AMPS"),
consisting of 1,600 shares of Series A AMPS and 1,600 shares of Series B
AMPS (collectively, the "AMPS Shares"), upon the terms and subject to the
conditions set forth in the Fund's Offer to Purchase dated August 28,
2009 (the "Offer to Purchase") and the related Letter of Transmittal. The
information in the Offer to Purchase and the related Letter of
Transmittal is incorporated in this Amendment, except that such
information is hereby amended and supplemented to the extent specifically
provided herein.
You should read this Amendment together with the Schedule TO,
the Offer to Purchase and the related Letter of Transmittal. The other
terms and conditions of the offer set forth in the Offer to Purchase and
related Letter of Transmittal still apply. Capitalized terms used but not
defined herein shall have the meaning ascribed to such terms in the Offer
to Purchase.
ITEMS 1 AND 4.
Items 1 and 4 of the Schedule TO are hereby amended and
supplemented to include the following:
The information set forth in the Offer to Purchase is hereby
amended and supplemented by adding the following language thereto:
On September 14, 2009, the Fund issued a press release
announcing an increase in the purchase price of the AMPS Shares to 100%
of the liquidation preference of $25,000 per share, plus any unpaid
dividends accrued through the Expiration Date. A copy of the press
release is attached hereto as Exhibit (a)(5)(iii) and is incorporated
herein by reference.
As of the close of business on September 14, 2009, five out of
1,600 outstanding Series A AMPS Shares and 75 out of 1,600 outstanding
Series B AMPS Shares have been validly tendered in the Offer.
If the Fund purchases 100% of its AMPS Shares at 100% of the
liquidation preference of $25,000 per share, the total cost, not
including fees and expenses incurred in connection with the Offer, will
be approximately $80 million, plus any unpaid dividends accrued through
the Expiration Date, for the Fund.
ITEM 7. SOURCE AND AMOUNT OF FUNDS
Item 7(a) of the Schedule TO is hereby amended and supplemented
to include the following:
(a) Source of Funds. The information set forth in the Offer to
Purchase is hereby amended and supplemented by adding the following
language thereto:
The maximum amount of funds required by the Fund to purchase the
AMPS Shares, exclusive of expenses, pursuant to the Offer will be $80
million, plus any unpaid dividends accrued through the Expiration Date.
(d) Borrowed Funds. The information set forth in the Offer to
Purchase is hereby amended and supplemented by adding the following
language thereto:
As of September 11, 2009, the applicable interest rate under the
Credit Facility is 0.45% plus a program fee of 1.25% on the outstanding
balance.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to include the
following exhibit:
(a)(5)(iii) Press Release, dated September 14, 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 II
By: /s/ James A. Bowen
-------------------------------
Name: James A. Bowen
Title: President
Dated: September 15, 2009
EXHIBIT INDEX
Exhibit No. Document
- -------------------------------------------------------------------------------
(a)(1)(i)* Offer to Purchase dated August 28, 2009
(a)(1)(ii)* Letter of Transmittal (including Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9)
(a)(1)(iii)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees
(a)(1)(iv)* Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees
(a)(1)(v)* Notice of Withdrawal
(a)(5)(i)* Press Release issued by the Fund dated August 25, 2009
(a)(5)(ii)* Press Release issued by the Fund dated August 28, 2009
(a)(5)(iii) Press Release issued by the Fund dated September 14, 2009
*Previously Filed