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 MERRITT PRIME RATE INCOME TRUST
(Name of Issuer)
VAN KAMPEN MERRITT PRIME RATE INCOME TRUST
(Name of Person(s) Filing Statement)
Common Shares of Beneficial Interest, Par Value $.01 per Share
(Title of Class of Securities)
920914-108
(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
(708) 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)
Copy to:
Wayne W. Whalen, Esq.
Thomas A. Hale, Esq.
Skadden, Arps, Slate, Meagher & Flom
333 West Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
September 15, 1995
(Date Tender Offer First Published,
Sent or Given to Security Holders)
This Amendment No. 1 to the Issuer's Tender Offer Statement on
Schedule 13E-4 filed with the Securities and Exchange Commission on
September 15, 1995 by Van Kampen Merritt Prime Rate Income Trust
(the "Trust"), with respect to the tender offer to purchase 19,493,916
of the Trust'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 Trust validly tendered through the
expiration date and not withdrawn was 4,610,249. All 4,610,249 such
shares were purchased in their entirety at the price of $10.04 per
share, the net asset value at the time the offer expired. Payment
for the shares was mailed on or about October 16, 1995. 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
October 27, 1995
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 MERRITT
PRIME RATE INCOME TRUST
Dated: October 27, 1995
/s/ Dennis J. McDonnell
Dennis J. McDonnell
President
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)(4) Form of Letter to Shareholders who
have requested Offer to Purchase*
(a)(5) Text of Initial Press Release Dated
September 15, 1995*
(a)(6) Text of Completion Press Release Dated
October 27, 1995
(b)(1) Credit Agreement with Morgan
Guaranty Trust Company of New York*
(b)(2) Credit Agreement with State Street
Bank and Trust Company*
(b)(3) Credit Agreement with Bank of America Illinois
(f/k/a Continental Bank N.A.)*
(c)(1) Investment Advisory Agreement*
(c)(2) Administration Agreement*
(c)(3) Offering Agreement*
* Previously filed.
EXHIBIT (a)(6)
Text of Press Release Dated October 27, 1995
FOR IMMEDIATE RELEASE CONTACT: Weston B. Wetherell
(708) 684-6360
VAN KAMPEN MERRITT PRIME RATE INCOME TRUST
COMPLETES CASH TENDER OFFER FOR ITS COMMON SHARES
OAKBROOK TERRACE, IL, October 27, 1995 -- Van Kampen Merritt Prime
Rate Income Trust announced today the final results of its cash 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
October 13, 1995.
The Trust said that 4,610,249 common shares, or approximately
1.5 percent of the Trust's common shares outstanding as of the expiration of
the tender offer, were validly tendered through the stated expiration date.
All 4,610,249 of the common shares tendered were purchased in their
entirety at a price of $10.04 per common share, the net asset value at the
time the offer expired. Payment for the shares purchased was mailed on or
about October 16, 1995.
As indicated in the Trust's current prospectus, the Board of
Trustees of the Trust currently intends, each quarter, to consider authorizing
the Trust to make a tender offer for its common shares in order to attempt to
provide liquidity to its investors.
The Trust commenced operations on October 5, 1989 and had total net
assets of approximately $3,080,695,684 as of October 23, 1995.
Van Kampen American Capital, Inc. (Van Kampen American Capital)
is a diversified asset management company with more than two million retail
investor accounts, extensive capabilities for managing institutional
portfolios, and over $54 billion under management or supervision. Van
Kampen American Capital's more than 36 open-end and 38 closed-end funds
and more than 2,800 unit investment trusts are professionally distributed
by leading financial advisers nationwide. Van Kampen American Capital is
owned by its management and a fund managed by the investment firm of
Clayton, Dubilier & Rice, Inc.
