SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(D)(1) or 13(E)(1) of the
Securities Exchange Act Of 1934
Amendment No. 2
MFS High Yield Municipal Trust
(Name of Subject Company (Issuer))
MFS High Yield Municipal Trust
(Name of Filing Person (Issuer))
Municipal Auction Rate Cumulative Preferred Shares, Series F, Without Par
(Title of Class of Securities)
59318E201
(CUSIP Number of Class of Securities)
Susan S. Newton
Massachusetts Financial Services Company
500 Boylston Street
Boston, MA 02116
Telephone: (617) 951-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With a Copy to:
David C. Sullivan
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
Telephone: (617) 951-7000
Calculation of Filing Fee
| Transaction Valuation | Amount of Filing Fee | |
| $71,250,000 (a) | $8,165.25 (b) |
(a) Calculated as the aggregate maximum purchase price to be paid for 3,000 shares in the offer, based upon a price of 95% of the liquidation preference of $25,000 per share (or $23,750 per share). The aggregate maximum purchase price to be paid by each Trust is as follows:
(b) Calculated at $114.60 per $1,000,000 of the Transaction Valuation.
| þ | 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: $8,165.25 | Filing Party: MFS High Yield Municipal Trust | |
| Form or Registration No.: Schedule TO | Date Filed: August 9, 2012 | |
| ¨ | 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. ¨
ITEMS 1 THROUGH 9 AND ITEM 11.
This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) initially filed by MFS High Yield Municipal Trust, a Massachusetts business trust (the “Trust”) on August 9, 2012, as amended by Amendment No.1 filed on August 23, 2012, relating to the Trust’s offer to purchase for cash up to 100% of its outstanding shares of preferred stock, without par value and a liquidation preference of $25,000 per share, designated Municipal Auction Rate Cumulative Preferred Shares, Series F (the “Preferred Stock”), upon the terms and subject to the conditions set forth in the Trust’s Offer to Purchase dated August 9, 2012 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “Offer”), copies of which have been previously filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO, respectively. 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 9 and Item 11 of this Schedule TO.
Filed herewith as Exhibit (a)(5)(iv) and incorporated herein by reference is a copy of the press release issued by the Fund dated August 31, 2012, announcing that a special meeting of the Municipal Auction Rate Cumulative Preferred Shares (“ARPS”) holders of the Fund was held and the proposal to amend the Fund’s bylaws to replace Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”), with Fitch, Inc. (“Fitch”) as a rating agency for the Fund’s ARPS and make other noted changes as described in the Notice of Special Meeting and Proxy Statement dated August 9, 2012, was approved by the Fund’s ARPS holders.
ITEM 10.
Not applicable.
ITEM 12. EXHIBITS.
Item 12 is hereby amended to add the following exhibit.
| Exhibit No. | Document | |
| (a)(5)(iv) | Press release issued by the Fund dated August 31, 2012. | |
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.
| MFS High Yield Municipal Trust | ||
| By: | /s/ SUSAN S. NEWTON | |
| Name: | Susan S. Newton | |
| Title: | Assistant Secretary and Assistant Clerk | |
Dated as of: August 31, 2012
EXHIBIT INDEX
| Exhibit No. |
Document | |
| (a)(5)(iv) | Press release issued by the Fund dated August 31, 2012. | |
Adjournment of Special Shareholder Meetings of ARPS Holders to Thursday, September 6, 2012
BOSTON (August 31, 2012) — MFS® California Municipal Fund (NYSE: CCA), MFS® High Income Municipal Trust (NYSE: CXE), and MFS® Municipal Income Trust (NYSE: MFM) (each an “Adjourned Fund”) each announced the adjournment of a special meeting of its holders of Municipal Auction Rate Cumulative Preferred Shares (“ARPS”) to permit the continued solicitation of additional votes. The purpose of the special meetings is for the ARPS holders of each Adjourned Fund to vote on whether to amend each Adjourned Fund’s bylaws to replace Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”), with Fitch, Inc. (“Fitch”) as a rating agency for the Fund’s ARPS and make other noted changes as described in the Notice of Special Meeting and Proxy Statement dated August 9, 2012. The adjourned special meetings will be held at 4:00 p.m., Eastern Time, on Thursday, September 6, 2012, at the offices of MFS Investment Management, 500 Boylston Street, Boston, Massachusetts 02116.
Please contact Warren Antler of AST Fund Solutions, the Funds’ proxy agent, at 212-400-2605, or at wantler@astfundsolutions.com, with any questions or to vote on the proposal.
Special Meetings for ARPS Holders of MFS® High Yield Municipal Trust (NYSE: CMU) and MFS®
Investment Grade Municipal Trust (NYSE: CXH) Held on August 31, 2012
MFS® High Yield Municipal Trust (NYSE: CMU) and MFS® Investment Grade Municipal Trust (NYSE: CXH) (each, a “Fund”) each announced today that at a special meeting of its ARPS holders, the proposal to amend each Fund’s bylaws to replace S&P with Fitch as a rating agency for the Fund’s ARPS and make other changes was approved by each Fund’s ARPS holders. The by-law amendments for each Fund will become effective following the issuance of a rating on each Fund’s ARPS by Fitch, subject to consideration by the Board of Trustees of each Fund of the rating by Fitch.
Annual Meeting Scheduled for October 31, 2012
As previously announced by MFS® California Municipal Fund (NYSE: CCA), MFS® Charter Income Trust (NYSE: MCR), MFS® Government Markets Income Trust (NYSE: MGF), MFS® High Income Municipal Trust (NYSE: CXE), MFS® High Yield Municipal Trust (NYSE: CMU), MFS® InterMarket Income Trust I (NYSE: CMK), MFS® Intermediate High Income Fund (NYSE: CIH), MFS® Intermediate Income Trust (NYSE: MIN), MFS® Investment Grade Municipal Trust (NYSE: CXH), MFS® MultiMarket Income Trust (NYSE: MMT), MFS® Municipal Income Trust (NYSE: MFM), and MFS® Special Value Trust (NYSE: MFV) (each, an
“MFS Closed End Fund” and together, the “MFS Closed End Funds”), the Annual Meeting of Shareholders for each MFS Closed End Fund will be held on October 31, 2012, at the offices of MFS Investment Management, 500 Boylston Street, Boston, MA 02116, to consider the election of Trustees. Holders of record of common shares and preferred shares of the MFS Closed End Funds at the close of business on September 5, 2012, are entitled to vote at the annual meeting and any adjournments or postponements thereof.
MFS Investment Management® (MFS®) manages $285.0 billion in assets as of July 31, 2012. The company traces its origins to 1924 and the creation of America’s first mutual fund.
###
This release is not a prospectus, circular or representation intended for use in the purchase or sale of fund shares. Shares of the funds are not FDIC-insured and are not deposits or other obligations of, or guaranteed by, any bank. Shares of the funds involve investment risk, including possible loss of principal. For more complete information about each fund, including risks, charges, and expenses, please see the fund’s annual and semi annual shareholder report.
The funds are closed-end funds. Common shares of the funds are only available for purchase/sale on the NYSE at the current market price, except MFS California Municipal Fund, which is available for purchase/sale on the NYSE/AMEX at the current market price. Common shares may trade at a discount to NAV.
MFS Investment Management
500 Boylston St., Boston, MA 02116
[ ]
Contacts:
MFS Shareholders or Financial Advisors (investment product information):
Proxy Agent: AST Fund Solutions, Warren Antler, 212-400-2605, wantler@astfundsolutions.com
MFS Investment Management: Justin Miller, 800-343-2829, ext. 57702
Media Only:
John Reilly, 617-954-5305, or Dan Flaherty, 617-954-4256