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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, D.C. 20549 |
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| SCHEDULE TO |
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TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1) |
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| Total Return Securities Fund |
| (Name of Subject Company (Issuer)) |
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| Total Return Securities Fund |
| (Name of Filing Person (Offeror)) |
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| COMMON STOCK, |
| $0.001 PAR VALUE PER SHARE |
| (Title of Class of Securities) |
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| 870875101 |
| (CUSIP Number of Class of Securities) |
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Andrew Dakos
c/o Bulldog Investors, LLP
Park 80 West | 250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
1-800-730-2932 |
With a copy to:
William G. Farrar, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000 |
(Name, address
and telephone number of person authorized
to receive
notices and communications on behalf of the filing persons) |
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| December 19, 2025 |
| (Date Tender Offer First Published, Sent or Given to Security Holders) |
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| ☐ | Check the box if the filing relates solely to preliminary communications made before 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. |
| ☒ | 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: ☐
If applicable, check the appropriate box(es) below to designate the appropriate
rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
Introductory Statement
This Amendment No. 1 (the “Amendment”)
hereby amends and supplements the Issuer Tender Offer Statement on Schedule TO initially filed by Total Return Securities Fund, a closed-end
management investment company organized under the laws of the state of Delaware (the “Fund”), with the Securities and Exchange
Commission (the “SEC”) on December 19, 2025 (as amended hereby, the “Schedule TO”). The Schedule TO relates to
the offer by the Fund to purchase up to 4,000,000 of its issued and outstanding shares of common stock, par value $0.001 per share, at
a price equal to 98% of the net asset value (“NAV”) per share, determined as of the close of the regular trading session of
the New York Stock Exchange (the “NYSE”), on January 21, 2026, the business day immediately following the day the offer expired,
to the seller in cash, less any applicable withholding taxes and without interest (the “Offer”). The Offer expired at 5:00
p.m., Eastern Time, on January 20, 2026, pursuant to the Offer to Purchase, dated December 19, 2025, and the related Letter of Transmittal,
copies of which were filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO.
This Amendment is intended to satisfy
the reporting requirements of Rule 13e-4(c)(3) promulgated under the Securities Exchange Act of 1934, as amended. Except as specifically
provided herein, the information contained in the Schedule TO and the Letter of Transmittal remains unchanged, and this Amendment does
not modify any of the information previously reported on the Schedule TO or the Letter of Transmittal.
Items 1 through 9.
The information in the Offer to Purchase
and the related Letter of Transmittal, previously filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO is incorporated
herein by reference with respect to Items 1 through 9 of the Schedule TO.
Item 10. Financial Statements.
Not applicable.
| Item 11. |
Additional Information |
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| (a)(1) |
None |
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| (a)(2) |
None |
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| (a)(3) |
Not applicable |
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| (a)(4) |
Not applicable |
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| (a)(5) |
None |
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| (c) |
Item 11(c) of the Schedule TO is hereby amended and supplemented to add
the following:
On January 21, 2026, the Fund issued a press release announcing the preliminary
results of the Offer, which expired at 5:00 p.m., Eastern Time, on January 20, 2026. A copy of the press release is filed as Exhibit (a)(5)(iii)
to this Schedule TO and is incorporated by reference. |
Item 12. Exhibits.
| (a)(1)(i) |
Offer to Purchase, dated December 19, 2025.* |
| (a)(1)(ii) |
Form of Letter of Transmittal (Including IRS Form W-9 and the instructions included therewith).* |
| (a)(1)(iii) |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
| (a)(1)(iv) |
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
| (a)(1)(v) |
Letter to Stockholders of the Fund, dated December 19, 2025.* |
| (a)(2) |
Not applicable. |
| (a)(5)(i) |
Press Release issued by the Fund, dated August 19, 2025 (incorporated by reference to Schedule TO-C filed by the Fund on August 20, 2025). |
| (a)(5)(ii) |
Press Release issued by the Fund, dated December 19, 2025.* |
| (a)(5)(iii) |
Press Release issued by the Fund, dated January 21, 2026.** |
| (b) |
Not applicable. |
| (d) |
Not applicable. |
| (g) |
Not applicable. |
| (h) |
Not applicable. |
| 107 |
Filing Fee Table** |
* Previously filed as an exhibit to the
Fund’s Issuer Tender Offer Statement filed with the SEC on December 19, 2025.
** Filed herewith.
Item 13. Information Required by Schedule 13E-3.
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.
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Total Return Securities Fund |
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By: |
/s/ Andrew Dakos |
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Name: |
Andrew Dakos |
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Title: |
President and Chief Executive Officer |
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Dated: January 21, 2026
Exhibit Index
| (a)(5)(iii) |
Press Release issued by the Fund, dated January 21, 2026. |
| 107 |
Filing Fee Table |
