UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
$77,616,778(a) $4,331.02(b)
(a) 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 97% 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.
[ ] 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: Not Applicable Filing Party: Not Applicable
Form or Registration No.: Not Applicable Date Filed: Not Applicable
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:
[ ]
ITEMS 1 THROUGH 11.
This Tender Offer Statement on Schedule TO is filed by First Trust/Four
Corners Senior Floating Rate Income Fund II, a Massachusetts business trust (the
"Fund"). This Schedule TO 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
and the related Letter of Transmittal, copies of which are attached hereto as
Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which together, as amended,
supplemented or otherwise modified from time to time, constitute the "Offer").
The price to be paid for the AMPS Shares is an amount per share, net to the
seller in cash, equal to 97% of the liquidation preference of $25,000 per share
(or $24,250 per share), plus any unpaid dividends accrued through the Expiration
Date (as defined herein). The information set forth in the Offer to Purchase and
the related Letter of Transmittal is incorporated herein by reference with
respect to Items 1 through Item 11 of this Tender Offer Statement on Schedule
TO.
ITEM 12. EXHIBITS.
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
(incorporated by reference herein from Exhibit 99.1 to
the Fund's Schedule TO filed with the Securities and
Exchange Commission on August 25, 2009)
(a)(5)(ii) Press Release issued by the Fund dated August 28, 2009
ITEM 13. NOT APPLICABLE.
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: August 28, 2009
EXHIBIT INDEX
Exhibit No. Document
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(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
(incorporated by reference herein from Exhibit 99.1 to
the Fund's Schedule TO filed with the Securities and
Exchange Commission on August 25, 2009)
(a)(5)(ii) Press Release issued by the Fund dated August 28, 2009