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
(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
June 14, 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
June 14, 1996 by Van Kampen American Capital Prime Rate Income Trust
(the "Trust"), with respect to the tender offer to purchase 33,281,570
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expiration date and not withdrawn was 12,483,286. All 12,483,286 such
shares were purchased in their entirety at the price of $10.00 per
share, the net asset value at the time the offer expired. Payment
for the shares was mailed on or about July 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)(3)(v) - Form of Supplemental Letter to Selling Group Members
(a)(6) - Text of Completion Press Release dated
July 26, 1996
(a)(7) - Text of Supplemental Press Release dated July 3, 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: July 26, 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)(3)(v) Form of Supplemental 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
June 14, 1996*
(a)(6) Text of Completion Press Release Dated
July 26, 1996
(a)(7) Text of Supplemental Press Release Dated
July 3, 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)(3)(v)
Form of Supplemental Letter to Selling Group Member
July 8, 1996
VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST TENDER
AND
MORGAN STANLEY AGREEMENT
On June 14,1996, Van Kampen American Capital Prime Rate Income Trust announced
that it commenced a tender offer. This offer will expire at 12:00 midnight,
Eastern Standard Time on Friday, July 12, 1996. We are required by law to
disclose any information that may be material to the tender, and therefore we
would like to inform you of a new development at Van Kampen American Capital.
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. In accordance with the agreement, MSAM
Acquisition Inc. will be merged with and into VK/AC Holding, Inc., and VK/AC
Holding, Inc. will be the surviving corporation. MSAM Acquisition Inc. is a
wholly owned subsidiary of MSAM Holdings II, Inc., which in turn is a wholly
owned subsidiary of Morgan Stanley Group Inc.
Subject to a number of conditions being met, it is currently anticipated that
a closing will occur on or about November 29, 1996. Thereafter, VK/AC Holding,
Inc. and its affiliated entities shall be part of Morgan Stanley Group Inc.
We believe this strategic alliance represents many exciting opportunities,
including the expansion of our product line for you and your clients and
access to the renowned global research capabilities of Morgan Stanley.
Currently, Morgan Stanley offers 10 retail funds, including several highly
regarded global and international products. We expect that Van Kampen
American Capital will be able to sell these funds soon after the close of the
acquisition, targeted for November 29.
Morgan Stanley has been a leader in the investment banking field since its
formation in 1935. Through a network of 27 principal offices in 19 countries,
it offers a complete range of sophisticated financial services to sovereign
governments, corporations, and institutions throughout the world. Today,
Morgan Stanley engages in a diverse mix of businesses in investment banking,
asset management, and sales and trading. The acquisition of Van Kampen
American Capital will increase total assets under management to nearly $160
billion, making Morgan Stanley the second-largest asset manager in the U.S.
Van Kampen American Capital, Inc. is a wholly owned subsidiary of VK/AC
Holding, Inc., and the Fund's investment adviser, Van Kampen American
Capital Investment Advisory Corp. (the "Adviser"), is a wholly owned
subsidiary of Van Kampen American Capital, Inc.
The proposed transaction may require a new investment advisory agreement
between the Fund and the Adviser. Management of the Fund currently anticipates
recommending to the Fund's Board of Trustees that a special meeting of
shareholders be called to obtain this approval and that the record date for
such shareholder meeting be in late August. Management of the Fund also
anticipates that investment advisory fees under the new investment advisory
agreement, which will be voted on at the meeting, will be in the same
amount as those paid under the current investment advisory agreement between
the Fund and the Adviser.
Also, with the change of ownership, a proxy statement must be sent to
shareholders, because their approval of the acquisition is required. We will
communicate with you in advance of the proxy and on a regular basis to keep
you informed of key developments as we move forward.
If you have any questions about the Prime Rate Income Trust tender or Morgan
Stanley acquisition, please call your wholesaling team or the Investor
Services Department at 1-800-421-5666, 7:00 a.m. to 7:00 p.m. Central time,
Monday through Friday. We hope you share in our enthusiasm and optimism.
EXHIBIT (a)(6)
Text of Press Release Dated July 26, 1996
FOR IMMEDIATE RELEASE CONTACT: Weston B. Wetherell
(708) 684-6360
VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST
COMPLETES TENDER OFFER FOR ITS COMMON SHARES
OAKBROOK TERRACE, IL, July 26, 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 July 12, 1996.
The Trust said that 12,483,286 common shares, or approximately
2.55 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 12,483,286 of the common shares tendered were purchased in their
entirety at a price of $10.00 per common share, the net asset value at the
time the offer expired. Payment for the shares purchased was mailed on or
about July 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 $4,898,796,810 as of July 12, 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 $54 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
owned by its management and a fund managed by the investment firm of
Clayton, Dubilier & Rice, Inc.
On June 21, 1996, VK/AC Holding, Inc. 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 subject to a number of conditions being met, it is
currently anticipated that a closing will occur on or about November 29,
1996. Thereafter, VK/AC Holding, Inc. and its affiliated entities shall be
part of Morgan Stanley Group Inc.
EXHIBIT (a)(7)
Text of Supplemental Press Release dated July 3, 1996
CONTACT: Weston B. Wetherell
708/684-6360
FOR IMMEDIATE RELEASE
VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST
OAKBROOK TERRACE, III., July 3, 1996 - Van Kampen American Capital Prime
Rate Income Trust, distributed by Van Kampen American Capital Distributors,
Inc., a subsidiary of Van Kampen American Capital, Inc., announced on June
14, 1996 that it has commenced a tender offer for 33,281,570 or approximately
seven percent of its outstanding common shares of beneficial interest.
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 VKIAC Holding, Inc. and VK/AC Holding, Inc. will
be the surviving corporation. Van Kampen American Capital, Inc. is a wholly
owned subsidiary of VK/AC Holding, Inc. The Fund's investment adviser, Van
Kampen American Capital Investment Advisory Corp. (the "Adviser"), is a
wholly owned subsidiary of Van Kampen American Capital, Inc.
The proposed transaction may be deemed to cause an assignment, within
the meaning of the Investment Company Act of 1940 and the Investment
Advisers Act of 1940, of the investment advisory agreement between the
Adviser and the Fund. Accordingly, the completion of the transaction is
contingent upon, amount other things and subject to certain de minimis
exceptions, the approval of both the Board of Trustees of the Fund and the
shareholders of the Fund of a new investment advisory agreement between the
Fund and the Adviser. Management of the Fund currently anticipates
recommending to the Fund's board of trustees that a special meeting of
shareholders be called to obtain such approval and that the record date for
such shareholder meeting be a date in late August. Management of the Fund
also anticipates that investment advisory fees under the new investment
advisory agreement to be voted on at such meeting will be in the same
amount as those paid under the current investment advisory agreement
between the Fund and the Adviser.
MSAM Acquisition Inc. is a wholly owned subsidiary of MSAM Holdings
II, Inc. which, in turn, is a wholly owned subsidiary of Morgan Stanley
Group Inc. Subject to a number of conditions being met, it is currently
anticipated that a closing will occur on or about November 29, 1996.
Thereafter, VK/AC Holding, Inc. and its affiliated entities shall be part
of Morgan Stanley Group Inc.
The Van Kampen American Capital Prime Rate Income Trust tender offer
is being made only by the Offer of Purchase dated June 14, 1996 and the
related Letter of Transmittal. Questions and requests for assistance, for
current net asset value quotes, or for copies of the Offer to Purchase,
Letter of Transmittal, and any other tender offer documents may be
directed to Van Kampen American Capital by calling 1-800-421-5666.
