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)
Dennis J. McDonnell
President, Van Kampen Merritt Prime Rate Income Trust
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
(708) 684-6000
(800) 341-2911
(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. Ronald A. Nyberg, Esq.
Thomas A. Hale, Esq. Executive Vice President,
Skadden, Arps, Slate, Meagher & Flom General Counsel and Director
333 West Wacker Drive Van Kampen American Capital
Chicago, Illinois 60606 Investment Advisory Corp.
(312) 407-0700 One Parkview Plaza
Oakbrook Terrace, Illinois 60181
(708) 684-6363
March 17, 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 March 17,
1995 by Van Kampen Merritt Prime Rate Income Trust (the "Trust"), with respect
to the tender offer to purchase 12,903,537 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the expiration date and not withdrawn was 4,141,107. All 4,141,107 such
shares were purchased in their entirety at the price of $10.03 per share,
the net asset value at the time the offer expired. Payment for the shares was
mailed on or about April 17, 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 Press Release dated April 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: April 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 Press Release Dated
March 17, 1995*
(a)(6) Text of Press Release Dated
April 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 April 27, 1995
FOR IMMEDIATE RELEASE CONTACT: Ronald A. Nyberg
(708) 684-6363
VAN KAMPEN MERRITT PRIME RATE INCOME TRUST
COMPLETES CASH TENDER OFFER FOR ITS COMMON SHARES
OAKBROOK TERRACE, IL, April 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
April 13, 1995.
The Trust said that 4,141,107 common shares, or approximately
2 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 4,141,107 of the common shares tendered were purchased in their
entirety at a price of $10.03 per common share, the net asset value at the
time the offer expired. Payment for the shares purchased was mailed on or
about April 17, 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 $1,988,436,745 as of April 25, 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 nearly $50 billion under management or supervision. Van
Kampen American Capital's more than 40 open-end and 38 closed-end funds
and more than 2,700 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.
