-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B7BPdi9yC8inBIZ9OaXpectyO3qcaTC23rRf+8SCCIfDeJqH18z5FN3vquKkYBEE /O+zT0wAs5pzCPxkEkayYw== 0001445546-09-002282.txt : 20090915 0001445546-09-002282.hdr.sgml : 20090915 20090915093045 ACCESSION NUMBER: 0001445546-09-002282 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090915 DATE AS OF CHANGE: 20090915 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TRUST FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II CENTRAL INDEX KEY: 0001282850 IRS NUMBER: 113716541 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81567 FILM NUMBER: 091068931 BUSINESS ADDRESS: STREET 1: 120 EAST LIBERTY DRIVE STREET 2: SUITE 400 CITY: WHEATON STATE: IL ZIP: 60187 BUSINESS PHONE: 630-765-8000 MAIL ADDRESS: STREET 1: 120 EAST LIBERTY DRIVE STREET 2: SUITE 400 CITY: WHEATON STATE: IL ZIP: 60187 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TRUST FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II CENTRAL INDEX KEY: 0001282850 IRS NUMBER: 113716541 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 120 EAST LIBERTY DRIVE STREET 2: SUITE 400 CITY: WHEATON STATE: IL ZIP: 60187 BUSINESS PHONE: 630-765-8000 MAIL ADDRESS: STREET 1: 120 EAST LIBERTY DRIVE STREET 2: SUITE 400 CITY: WHEATON STATE: IL ZIP: 60187 SC TO-I/A 1 fct_to.txt AMENDEMENT 1 TO TENDER OFFER 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 EX-99.(A)(5)(III) 2 exhibit_a5iii.txt PRESS RELEASE PRESS RELEASE SOURCE: First Trust/Four Corners Senior Floating Rate Income Fund II First Trust/Four Corners Senior Floating Rate Income Fund II Increases the Tender Offer Price for Its Outstanding Auction Market Preferred Shares to 100% of the Liquidation Preference Per Share WHEATON, IL - (BUSINESS WIRE) - September 14, 2009 - First Trust/Four Corners Senior Floating Rate Income Fund II (NYSE: FCT) (the "Fund") announced today that the Fund is amending its tender offer for 100% of its outstanding Auction Market Preferred Shares, Series A and Auction Market Preferred Shares, Series B (collectively, the "AMP Shares") to increase the purchase price to 100% of the liquidation preference per AMP Share ($25,000 per share), plus any unpaid dividends accrued through the expiration date of the offer (the "Expiration Date"). The decision to increase the purchase price of AMP Shares was made, in part, due to the recent decrease in the cost of the Fund's financing. The tender offer commenced on August 28, 2009 at a price equivalent to 97% of the liquidation preference of $25,000 per AMP Share ($24,250 per share), plus any unpaid dividends accrued through the Expiration Date. The tender offer will expire on September 28, 2009, at 5:00 P.M., Eastern time, or such later date to which the offer is extended. The other terms and conditions of the offer set forth in the Offer to Purchase dated August 28, 2009 (the "Offer to Purchase") and related Letter of Transmittal (the "Letter of Transmittal") distributed to holders of AMP Shares still apply. 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. Shareholders of AMP Shares that have previously submitted the Letter of Transmittal in accordance with the instructions in the Fund's tender offer materials do not need to take any further action to receive the offering price of 100% of the liquidation preference of $25,000 per AMP Share, plus any unpaid dividends accrued through the Expiration Date. This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of the Fund. The tender offer is being made only by the Offer to Purchase, the related Letter of Transmittal and other documents, which have been filed with the Securities and Exchange Commission as exhibits to a tender offer statement on Schedule TO and are available free of charge at http://www.sec.gov and from the information agent, The Altman Group, Inc. by calling the information agent at (212) 400-2605. Holders of AMP Shares should read the Offer to Purchase and tender offer statement on Schedule TO and related exhibits as they contain important information about the tender offer. - ------------------------------------- CONTACT: Warren Antler - wantler@altmangroup.com, (212) 400-2605 - ------------------------------------- SOURCE: First Trust/Four Corners Senior Floating Rate Income Fund II -----END PRIVACY-ENHANCED MESSAGE-----