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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13 (e) (1) of the Securities Exchange Act of 1934)
(Amendment No. 1)
VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND
(Name of Issuer)
VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND
(Name of Person(s) Filing Statement)
Common Shares of Beneficial Interest, Par Value $.01 per Share
(Title of Class of Securities)
920960-101
(CUSIP Number of Class of Securities)
Ronald A. Nyberg, Esq.
Executive Vice President,
General Counsel and Secretary
Van Kampen American Capital, Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
(630) 684-6000
(800) 421-5666
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Person(s)
Filing Statement)
Copies to:
Wayne W. Whalen, Esq
Thomas A. Hale, Esq
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 West Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
April 24, 1998
(Date Tender Offer First Published,
Sent or Given to Security Holders)
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This Amendment No. 1 to the Issuer's Tender Offer Statement on Schedule
13E-4 filed with the Securities and Exchange Commission on April 24, 1998 by
Van Kampen American Capital Senior Floating Rate Fund (the "Fund"), with respect
to the tender offer to purchase 815,098 of the Fund's outstanding common
shares of beneficial interest, par value $.01 per share, amends such statement
on Schedule 13E-4 to add the following supplemental information: the number of
common shares of beneficial interest of the Fund validly tendered through the
expiration date and not withdrawn was 124,783. All 124,783 such shares
were purchased in their entirety at the price of $10.02 per share, the net asset
value at the time the offer expired. Payment for the shares was mailed on or
about May 26, 1998. The Schedule 13E-4 is hereby terminated.
Item 9. Material to Be Filed as Exhibits.
The following materials are hereby filed as additional Exhibits to the
Schedule 13E-4:
(a) (6) - Text of Completion Press Release dated
June 5, 1998
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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.
VAN KAMPEN AMERICAN CAPITAL
SENIOR FLOATING RATE FUND
Dated: June 5, 1998 /s/ Dennis J. McDonnell
Dennis J. McDonnell
President, Chairman of the Board
and Trustee
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EXHIBIT INDEX
Exhibit Description
*
(a) (1) (i) Advertisement printed in The Wall Street Journal
*
(a) (1) (ii) Offer to Purchase (including Financial Statements)
(a) (2) Form of Letter of Transmittal (including Guidelines for
*
Certification of Tax Identification Number)
(a) (3) (i) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
*
Companies and Other Nominees
(a) (3) (ii) Form of Letter to Clients of Brokers, Dealers, Commercial
*
Banks, Trust Companies and Other Nominees
*
(a) (3) (iii) Form of Letter to Selling Group Members
*
(a) (3) (iv) Form of Operations Notice
(a) (4) Form of Letter to Shareholders who have requested Offer to
*
Purchase
*
(a) (5) Text of Initial Press Release Dated April 24, 1998
(a) (6) Text of Completion Press Release Dated June 5, 1998
(c) (1) Investment Advisory Agreement*
*
(c) (2) Administration Agreement
*
(c) (3) Offering Agreement
* Previously filed.
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EXHIBIT (a) (6)
Text of Press Release Dated June 5, 1998
FOR IMMEDIATE RELEASE CONTACT: Weston B. Wetherell
(630) 684-6360
VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND
COMPLETES TENDER OFFER FOR ITS COMMON SHARES
OAKBROOK TERRACE, IL, June 5, 1998 -- Van Kampen American Capital
Senior Floating Rate Fund announced today the final results of its tender offer
for approximately seven percent of its outstanding common shares of beneficial
interest. The offer expired at 12:00 Midnight, Eastern Standard Time, on
May 22, 1998.
The Fund said that 124,783 common shares, or approximately
one half of one percent of the Fund's common shares outstanding as of the
expiration of the tender offer, were validly tendered through the stated
expiration date. All 124,783 common shares tendered were purchased at a
price of $10.02 per common share, the net asset value at the time the offer
expired. Payment for the shares purchased was mailed on or about May 26,
1998.
As indicated in the Fund's current prospectus, the Board of Trustees
of the Fund currently intends, each quarter, to consider authorizing the Fund
to make a tender offer for its common shares in order to attempt to provide
liquidity to its investors.
The Fund commenced operations on March 27, 1998 and had total net
assets of approximately $226,662,840 as of May 22, 1998.
Van Kampen American Capital Senior Floating Rate Fund is advised and
distributed by subsidiaries of Van Kampen American Capital, Inc., a diversified
asset management company with more than two million retail investor accounts,
extensive capabilities for managing institutional portfolios, and more than $60
billion under management or supervision. Van Kampen American Capital's more
than 50 open-end and 38 closed-end funds and more than 2,500 unit investment
trusts are professionally distributed by leading financial advisers nationwide.
Van Kampen American Capital is an indirect wholly-owned subsidiary of Morgan
Stanley Dean Witter & Co.
