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OMB
APPROVAL
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OMB
Number: 3235-0145
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Expires: February
28, 2009
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Estimated
average burden
Hours
per
response 10.4
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Transaction
valuation*
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Amount
of filing fee**
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$34,938,750
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$1,072.62
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Amount
Previously Paid: $1,072.62
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Filing
Party: Bulldog Investors General Partnership
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Form
or Registration No.: Schedule TO-T
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Date
Filed: September 11, 2007
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This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the
Tender Offer Statement on Schedule TO (the “Schedule TO”) filed with the
Securities and Exchange Commission on September 11, 2007 by Bulldog
Investors General Partnership, a New York general partnership
(“BIGP”). The Schedule TO relates to the offer by BIGP to
purchase up to 5,000,000 of the outstanding shares (the “Shares”) of
common stock, no par value, of MFS Government Markets Income Trust,
a
trust established under the laws of the State of Massachusetts (“MGF”), at
a price per share, net to the seller in cash (subject to a
$50 processing
fee that BIGP will charge for processing each Letter of Transmittal,
applicable withholding taxes and any brokerage fees that may apply),
without interest thereon, equal to 96.25% of the net asset value
per Share
determined as of the close of the regular trading session of the
New York
Stock Exchange, on the Expiration Date, upon the terms and subject
to the
conditions set forth in the Offer to Purchase, dated September 11,
2007
(the “Offer to Purchase”), and in the related Letter of Transmittal
(which, together with any supplements or amendments, collectively
constitute the “Offer”). All capitalized terms used but not
defined in this Amendment No. 1 have the meanings ascribed to them
in the
Schedule TO. Except as specifically provided herein, this
Amendment No. 1 does not modify any of the information previously
reported
in the Schedule TO.
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| The items of the Schedule TO set forth below are hereby amended and supplemented as follows: |
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Item
1.
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Summary
Term Sheet
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The information set forth in the section of the Offer to Purchase
entitled
“Summary Term Sheet”, under the question entitled “WHAT ARE THE MOST
SIGNIFICANT CONDITIONS TO THE OFFER?” is hereby amended and supplemented
by adding the following sentence at the end of the answer to such
question:
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“In the event that BIGP waives any material condition to the Offer,
the
minimum period during which the Offer will remain open following
such
waiver will be 5 business days.”
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Item 4.
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Terms
of the Transaction
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The information set forth in the first sentence of the section of
the
Offer to Purchase entitled “SECTION 2. ACCEPTANCE FOR PAYMENT
AND PAYMENT” is hereby amended and restated as follows:
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“Upon the terms and subject to the conditions of the Offer (including,
if
the Offer is extended or amended, the terms and conditions of the
Offer as
so extended or amended), after the Expiration Date BIGP will promptly
purchase, by accepting for payment, and will pay for, up to 5,000,000
Shares validly tendered and not properly withdrawn on or prior to
the
Expiration Date.”
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The information set forth in enumerated condition “(3)” in the section of
the Offer to Purchase entitled “SECTION 14. CERTAIN CONDITIONS
TO THE OFFER” is hereby amended and restated as
follows:
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“(3) BIGP shall become aware of any change, circumstance,
event or effect that has or will have occurred (or any development
that
has or will have occurred involving prospective changes) that is
materially adverse to the business, operations, value of its assets,
financial condition or results of operations of MGF or could reasonably
be
expected to have, in the reasonable discretion of BIGP, a material
adverse
effect on MGF or the value of the Shares or, assuming consummation
of the
Offer, on BIGP or any of its affiliates;
or”.
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The information set forth in the penultimate bulleted clause of enumerated
condition “(5)” of the section of the Offer to Purchase entitled “SECTION
14. CERTAIN CONDITIONS TO THE OFFER” is hereby amended and
restated as follows:
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“· authorized,
recommended, proposed or entered into, or announced its intention
to
authorize, recommend, propose or enter into, any agreement or arrangement
with any person or group that, in the reasonable judgment of BIGP,
could
adversely affect either the value of MGF or the value of the Shares
to
BIGP or any of its affiliates,”.
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The information set forth in the penultimate paragraph of the section
of
the Offer to Purchase entitled “SECTION 14. CERTAIN CONDITIONS
TO THE OFFER” is hereby amended and restated as
follows:
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“The foregoing conditions are for the sole benefit of BIGP and may
be
asserted by BIGP regardless of the circumstances (including any action
or
inaction by BIGP) giving rise to any such conditions and may be waived
by
BIGP in whole or in part at any time and from time to time, in each
case,
in the exercise of the sole discretion of BIGP. The failure by
BIGP at any time to exercise any of the foregoing rights shall not
be
deemed a waiver of any such right and each such right shall be deemed
an
ongoing right that may be asserted at any time and from time to time,
up
until the expiration of the Offer. Subject to applicable rules
and regulations of the Commission and applicable law, any reasonable
determination by BIGP concerning any condition described in this
Section 14 shall be final and binding on all parties, provided that
determinations regarding such conditions may be ultimately resolved
by a
court of competent jurisdiction. A public announcement may be
made of a material change in, or waiver of, such conditions and the
Offer
may, in certain circumstances, be extended in connection with any
such
change or waiver.”
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Dated:
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September
28, 2007
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BULLDOG
INVESTORS GENERAL PARTNERSHIP
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By:
KIMBALL & WINTHROP, INC., general
partner
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By:
/s/ PHILLIP GOLDSTEIN
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Name:
Phillip Goldstein
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Title: President
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