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 (Illinois)
333 West Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
September 19, 1997
(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 19, 1997 by Van Kampen American Capital Prime Rate Income Trust
(the "Trust"), with respect to the tender offer to purchase 45,045,792
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expiration date and not withdrawn was 20,398,600. All 20,398,600 such
shares were purchased in their entirety at the price of $9.96 per
share, the net asset value at the time the offer expired. Payment
for the shares was mailed on or about October 20, 1997. 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 31, 1997
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 31, 1997
/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 19, 1997*
(a)(6) Text of Completion Press Release Dated
October 31, 1997
(b) Credit Agreement with Bank of America
National Trust and Savings Association*
(c)(1) Investment Advisory Agreement*
(c)(2) Administration Agreement*
(c)(3) Offering Agreement*
* Previously filed.
EXHIBIT (a)(6)
Text of Press Release Dated October 31, 1997
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 31, 1997 -- 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 17, 1997.
The Trust said that 20,398,600 common shares, or approximately
three 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 20,398,600 of the common shares tendered were purchased in their
entirety at a price of $9.96 per common share, the net asset value at the
time the offer expired. Payment for the shares purchased was mailed on or
about October 20, 1997.
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 $6,567,868,179 as of October 17, 1997.
Van Kampen American Capital Prime Rate Income Trust is advised
and distributed by subsidiaries of Van Kampen American Capital, Inc.,
a diversified asset management company with more than two million retail
investor accounts, extensive capabilities for managing institutional
portfolios, and more than $60 billion under management or supervision.
Van Kampen American Capital's more than 50 open-end and 37 closed-end
funds and more than 2,500 unit investment trusts are professionally
distributed by leading financial advisers nationwide. Van Kampen
American Capital is an indirect wholly-owned subsidiary of Morgan Stanley,
Dean Witter, Discover & Co.