<PAGE> 1
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 SENIOR FLOATING RATE FUND
(Name of Issuer)
VAN KAMPEN 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 Investments Inc.
1 Parkview Plaza
Oakbrook Terrace, Illinois 60181-5555
(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
October 23, 1998
(Date Tender Offer First Published,
Sent or Given to Security Holders)
<PAGE> 2
This Amendment No. 1 to the Issuer's Tender Offer Statement on Schedule
13E-4 filed with the Securities and Exchange Commission on October 23, 1998 by
Van Kampen Senior Floating Rate Fund (the "Fund"), with respect to the tender
offer to purchase 4,284,032 of the Fund's outstanding common shares of
beneficial interest, par value $0.01 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expiration date and not withdrawn was 1,704,911. All 1,704,911 such shares
were purchased in their entirety at the price of $10.05 per share, the net
asset value at the time the offer expired. Payment for the shares was mailed
prior to the date hereof. 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
December 4, 1998
<PAGE> 3
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
SENIOR FLOATING RATE FUND
Dated: December 4, 1998 /s/ Dennis J. McDonnell
Dennis J. McDonnell
President, Chairman of the Board
and Trustee
<PAGE> 4
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 October 23, 1998
(a) (6) Text of Completion Press Release Dated December 4, 1998
(c) (1) Investment Advisory Agreement*
*
(c) (2) Administration Agreement
*
(c) (3) Offering Agreement
(c) (4) Service Plan*
* Previously filed.
<PAGE> 1
EXHIBIT (a) (6)
Text of Press Release Dated December 4, 1998
FOR IMMEDIATE RELEASE CONTACT: Nicholas Dalmaso
(630) 684-6774
VAN KAMPEN SENIOR FLOATING RATE FUND
COMPLETES TENDER OFFER FOR ITS COMMON SHARES
OAKBROOK TERRACE, IL, December 4, 1998 -- Van Kampen 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
November 20, 1998.
The Fund said that 1,704,911 common shares, or approximately
two 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
1,704,911 common shares tendered were purchased at a price of $10.05 per common
share, the net asset value at the time the offer expired. Payment for the
shares purchased was mailed prior to the date hereof.
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 net
assets of approximately $707,504,971 as of November 20, 1998.
Van Kampen Senior Floating Rate Fund is advised and distributed by
subsidiaries of Van Kampen Investments Inc.("Van Kampen"), a diversified asset
management company with more than two million retail investor accounts,
extensive capabilities for managing institutional portfolios, and more
than $50 billion under management or supervision. Van Kampen has more than 50
open-end and 39 closed-end funds and more than 2,500 unit investment trusts are
professionally distributed by leading financial advisers nationwide. Van Kampen
is an indirect wholly owned subsidiary of Morgan Stanley Dean Witter & Co.