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 PRIME RATE INCOME TRUST
(Name of Issuer)
VAN KAMPEN AMERICAN CAPITAL 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
(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)
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 13, 1996
(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 13, 1996 by Van Kampen American Capital Prime Rate Income Trust
(the "Trust"), with respect to the tender offer to purchase 35,135,735
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expiration date and not withdrawn was 10,642,385. All 10,642,385 such
shares were purchased in their entirety at the price of $10.01 per
share, the net asset value at the time the offer expired. Payment
for the shares was mailed on or about October 15, 1996. 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 25, 1996
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
PRIME RATE INCOME TRUST
Dated: October 25, 1996
/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)(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
September 13, 1996*
(a)(6) Text of Completion Press Release Dated
October 25, 1996
(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 25, 1996
FOR IMMEDIATE RELEASE CONTACT: Weston B. Wetherell
(630) 684-6360
VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST
COMPLETES TENDER OFFER FOR ITS COMMON SHARES
OAKBROOK TERRACE, IL, October 25, 1996 -- Van Kampen American
Capital Prime Rate Income Trust 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 October 11, 1996.
The Trust said that 10,642,385 common shares, or approximately
2.05 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 10,642,385 of the common shares tendered were purchased in their
entirety at a price of $10.01 per common share, the net asset value at the
time the offer expired. Payment for the shares purchased was mailed on or
about October 15, 1996.
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 $5,199,753,821 as of October 11, 1996.
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 more than $57 billion under management or supervision. Van
Kampen American Capital's more than 40 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 a
wholly owned subsidiary of VK/AC Holding, Inc.
On June 24, 1996, VK/AC Holding, Inc. announced it had entered into
an Agreement and Plan of Merger among Morgan Stanley Group Inc., MSAM Holdings
II, Inc. and MSAM Acquisition Inc., pursuant to which MSAM Acquisition Inc.
will be merged with and into VK/AC Holding, Inc. and VK/AC Holding, Inc. will
be the surviving corporation. Van Kampen American Capital is a wholly owned
subsidiary of VK/AC Holding, Inc. The Trust's investment adviser is a wholly
owned subsidiary of Van Kampen American Capital. Subject to a number of
conditions being met, it is currently anticipated that a closing will occur
on or about October 31, 1996. Thereafter, VK/AC Holding, Inc. and its
subsidiaries will be indirect subsidiaries of Morgan Stanley Group Inc.
