<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 1997
FILE NOS. 333-14499
811-5845
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
<TABLE>
<CAPTION>
<S> <C>
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 2 [X]
and
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 22 [X]
</TABLE>
VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST
(Exact Name of Registrant as Specified in Declaration of Trust)
One Parkview Plaza, Oakbrook Terrace, Illinois 60181
(Address of Principal Executive Offices) (Zip Code)
(630) 684-6000
(Registrant's Telephone Number, including Area Code)
Dennis J. McDonnell
President, Van Kampen American Capital Prime Rate Income Trust
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
(Name and Address of Agent for Service)
Copies to:
<TABLE>
<S> <C>
Wayne W. Whalen, Esq. Ronald A. Nyberg, Esq.
Thomas A. Hale, Esq. Executive Vice President,
Skadden, Arps, Slate, Meagher & Flom General Counsel and Director
(Illinois) Van Kampen American Capital
333 W. Wacker Drive Investment Advisory Corp.
Chicago, Illinois 60606 One Parkview Plaza
(312) 407-0700 Oakbrook Terrace, Illinois 60181
</TABLE>
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Approximate date of proposed public offering: As soon as practicable after
the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
------------------
CALCULATION OF REGISTRATION FEE UNDER THE
SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
================================================================================================================
PROPOSED* PROPOSED*
AMOUNT OF MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES SHARES BEING OFFERING PRICE AGGREGATE REGISTRATION
BEING REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE*+
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
Common Shares of Beneficial
Interest............................ 225,000,000 $10.01 $2,252,250,000 $682,500
================================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee.
+ Previously paid.
================================================================================
<PAGE> 2
VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST
CROSS REFERENCE SHEET*
PURSUANT TO RULE 404(C)
<TABLE>
<CAPTION>
ITEM NUMBER, FORM N-2 CAPTION IN PROSPECTUS
--------------------- ---------------------
<S> <C> <C>
Part A
1. Outside Front Cover.................................... Cover Page
2. Inside Front and Outside Back Cover Page............... Cover Page; Outside Back Cover
3. Fee Table and Synopsis................................. Fund Expenses; Prospectus Summary
4. Financial Highlights................................... Financial Highlights
5. Plan of Distribution................................... Use of Proceeds; Purchasing Shares of
the Fund; Management of the Fund
6. Selling Shareholders................................... Not Applicable
7. Use of Proceeds........................................ Use of Proceeds; Investment Objective
and Policies and Special Risk Factors
8. General Description of the Registrant.................. The Fund; Investment Objective and
Policies and Special Risk Factors;
Investment Practices and Special Risks;
Description of Common Shares
9. Management............................................. Management of the Fund; Custodian,
Dividend Disbursing and Transfer Agent
10. Capital Stock, Long-Term Debt and Other Securities..... The Fund; Taxation; Distributions;
Dividend Reinvestment Plan; Repurchase
of Shares; Description of Common
Shares; Communications with
Shareholders
11. Defaults and Arrears on Senior Securities.............. Not Applicable
12. Legal Proceedings...................................... Not Applicable
13. Table of Contents of the Statement of Additional
Information............................................ Table of Contents of the Statement of
Additional Information
</TABLE>
* NOTE: The Prospectus and Statement of Additional Information as filed on
November 13, 1997 with Post-Effective Amendment No. 1 to the
Registration Statement filed on Form N-2 are unchanged and are
incorporated herein by reference in their entirety.
<PAGE> 3
<TABLE>
<CAPTION>
CAPTION IN SAI
--------------
<S> <C> <C>
Part B
14. Cover Page............................................. Cover Page
15. Table of Contents...................................... Cover Page
16. General Information and History........................ Not Applicable
17. Investment Objective and Policies...................... Investment Objective and Policies and
Special Risk Consideration; Investment
Restrictions; Portfolio Transactions
18. Management............................................. Trustees and Officers
19. Control Persons and Principal Holders of Securities.... Trustees and Officers
20. Investment Advisory and Other Services................. Trustees and Officers; Management of
the Fund
21. Brokerage Allocation and Other Practices............... Portfolio Transactions
22. Tax Status............................................. Taxation
23. Financial Statements................................... Independent Accountants' Report;
Financial Statements for the Year Ended
July 31, 1997; Notes to Financial
Statements
</TABLE>
Part C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.
<PAGE> 4
PART C--OTHER INFORMATION
ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS:
Included in Part A:
Financial Highlights
Included in Part B:
Independent Accountants' Report; Portfolio of Investments as of July
31, 1997; Statement of Assets and Liabilities as of July 31,
1997; Statement of Operations for the year ended July 31, 1997;
Statement of Changes in Net Assets for the fiscal years ended
July 31, 1997 and 1996; Statement of Cash Flows for the year
ended July 31, 1997; Notes to Financial Statements
(B) EXHIBITS
<TABLE>
<S> <C>>
(a)(i) Amended and Restated Declaration of Trust dated September 19, 1989(3)
(a)(ii) Certificate of Amendment dated October 11, 1995(3)
(b) By-laws(3)
(d) Specimen Certificate of Common Shares of Beneficial Interest of Registrant(3)
(g) Investment Advisory Agreement(4)
(h(1)) Offering Agreement(4)
(h(2)) Form of Dealer Agreement(3)
(h(3)) Form of Broker Agreement(3)
(h(4)) Form of Bank Agreement(3)
(j(1)) Custodian Agreement(4)
(j(2)) Transfer Agency and Service Agreement(4)
(k(1)) Administration Agreement(4)
(k(2)) Amended and Restated Legal Services Agreement(4)
(l(i)) Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois)(3)
(l(ii)) Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois)+
(n) Consent of KPMG Peat Marwick LLP(4)
(p) Letter of Investment Intent(3)
(24) Power of Attorney(4)
(27) Financial Data Schedule(4)
</TABLE>
- ---------------
(1) Incorporated by reference to the Fund's Registration Statement on Form N-2,
File Nos. 33-81076, and 811-5845, filed on July 1, 1994.
(2) Incorporated by reference to the Fund's Registration Statement on Form N-2,
File Nos. 33-63349 and 811-5845, filed on October 11, 1995.
(3) Incorporated by reference to the Fund's Registration Statement on Form N-2,
File Nos. 333-14499 and 811-5845, filed on October 18, 1996.
(4) Incorporated by reference to Post-Effective Amendment No. 1 to the Fund's
Registration Statement on Form N-2, File Nos. 333-14999 and 811-5845, filed
on November 13, 1997.
+ Filed herewith
ITEM 25: MARKETING ARRANGEMENTS
See Exhibit h to this Registration Statement.
C-1
<PAGE> 5
ITEM 26: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission fees..................... $682,500
National Association of Securities Dealers, Inc. fees....... $ 30,500
Printing and engraving expenses............................. $ 45,000
Legal fees.................................................. $ 40,000
Accounting expenses......................................... $ 3,000
Miscellaneous expenses...................................... $ 4,000
--------
Total........................................ $805,000
========
</TABLE>
ITEM 27: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable
ITEM 28: NUMBER OF HOLDERS OF SECURITIES
At November 7, 1997
<TABLE>
<CAPTION>
TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------
<S> <C>
Common Shares of Beneficial Interest, par value
$.01 per share................................... 225,523
</TABLE>
ITEM 29: INDEMNIFICATION
Please see Article 5.3 of the Registrant's Amended and Restated Declaration
of Trust (Exhibit (a)(i)) for indemnification of officers and trustees.
Registrant's trustees and officers are also covered by an Errors and Omissions
Policy. Section 5 of the proposed Investment Advisory Agreement between the Fund
and the Adviser provides that in the absence of willful misfeasance, bad faith
or gross negligence in connection with the obligations or duties under the
Investment Advisory Agreement or on the part of the Adviser, the Adviser shall
not be liable to the Fund or to any Common Shareholder of the Fund for any act
or omission in the course of or connected in any way with rendering services or
for any losses that may be sustained in the purchase, holding or sale of any
security. The Distribution Agreement provides that the Registrant shall
indemnify the Distributor (as defined therein) and certain persons related
thereto for any loss or liability arising from any alleged misstatement of a
material fact (or alleged omission to state a material fact) contained in, among
other things, the Registration Statement or Prospectus except to the extent the
misstated fact or omission was made in reliance upon information provided by or
on behalf of the Distributor. (See Section 7 of the Distribution Agreement.)
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant and the Adviser and any underwriter pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer, or
controlling person or the Registrant and the principal underwriter in connection
with the successful defense of any action, suit or proceeding) is asserted
against the Registrant by such trustee, officer or controlling person or the
Distributor in connection with the Common Shares being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in such Act and will be governed by the final adjudication of such
issue.
C-2
<PAGE> 6
ITEM 30: BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
For information as to the business, profession, vocation or employment of a
substantial nature of each of the officers and directors of the Adviser,
reference is made to the Adviser's current Form ADV (File No. 801-18161) filed
under the Investment Advisers Act of 1940, as amended, incorporated herein by
reference.
ITEM 31: LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required by Section 31(a) of the
Investment Company Act of 1940 and the Rules thereunder to be maintained (i) by
Registrant will be maintained at its offices, located at One Parkview Plaza,
Oakbrook Terrace, Illinois 60181, ACCESS Investor Services, Inc., P.O. Box
418256, Kansas City, MO 02105-1713 or at the State Street Bank and Trust
Company, 1776 Heritage Drive, North Quincy, Massachusetts; (ii) by the Adviser,
will be maintained at its offices, located at One Parkview Plaza, Oakbrook
Terrace, Illinois 60181; and (iii) all such accounts, books and other documents
required to be maintained by the principal underwriter will be maintained by Van
Kampen American Capital Distributors, Inc., at One Parkview Plaza, Oakbrook
Terrace, Illinois 60181.
ITEM 32: MANAGEMENT SERVICES
Not applicable
ITEM 33: UNDERTAKINGS
1. Registrant undertakes to suspend offering of its Common Shares until it
amends its prospectus if (1) subsequent to the effective date of its
Registration Statement, the net asset value declines more than 10 percent from
its net asset value as of the effective date of the Registration Statement, or
(2) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.
2. Not applicable
3. Not applicable
4. (a) To file during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the Prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(b) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
5. If applicable:
(a) For purpose of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the Registrant pursuant to Rule 497(h) under
the Securities Act of 1933, shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(b) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
6. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery, within two business days of receipt
of a written or oral request, its Statement of Additional Information.
C-3
<PAGE> 7
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND THE
INVESTMENT COMPANY ACT OF 1940, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THERETO DULY AUTHORIZED
IN THE CITY OF OAKBROOK TERRACE, AND THE STATE OF ILLINOIS, ON THE 28TH DAY OF
NOVEMBER, 1997.
VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By: /s/ RONALD A. NYBERG
Ronald A. Nyberg
Vice President and Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON NOVEMBER 28, 1997 BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED:
<TABLE>
<CAPTION>
SIGNATURES TITLE
---------- -----
<C> <S>
/s/ DENNIS J. McDONNELL* Chairman, President
- ----------------------------------------------------- (Chief Executive Officer) and Trustee
Dennis J. McDonnell
/s/ EDWARD C. WOOD, III* Vice President and Treasurer
- ----------------------------------------------------- (Chief Financial Officer and Accounting
Edward C. Wood, III Officer)
/s/ THEODORE A. MYERS* Trustee
- -----------------------------------------------------
Theodore A. Myers
/s/ ROD DAMMEYER* Trustee
- -----------------------------------------------------
Rod Dammeyer
/s/ DAVID C. ARCH* Trustee
- -----------------------------------------------------
David C. Arch
/s/ HUGO F. SONNENSCHEIN* Trustee
- -----------------------------------------------------
Hugo F. Sonnenschein
/s/ HOWARD J KERR* Trustee
- -----------------------------------------------------
Howard J Kerr
/s/ WAYNE W. WHALEN* Trustee
- -----------------------------------------------------
Wayne W. Whalen
</TABLE>
November 28, 1997
* Signed by Ronald A. Nyberg pursuant to a Power of Attorney.
/s/ RONALD A. NYBERG
- ------------------------------------
Ronald A. Nyberg
Attorney-in-Fact
C-4
<PAGE> 8
EXHIBIT INDEX TO POST-EFFECTIVE AMENDMENT NO. 2 TO FORM N-2
SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION
ON NOVEMBER 28, 1997
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<S> <C> <C>
(l(ii)) Consent of Skadden, Arps, Slate, Meagher & Flom
(Illinois)(4)
</TABLE>
<PAGE> 1
EXHIBIT (l)(ii)
[SKADDEN, ARPS, SLATE, MEAGHER & FLOM ILLINOIS LETTERHEAD]
Van Kampen American Capital
Prime Rate Income Trust
One Parkview Plaza
Oakbrook Terrace, IL 60181
Re: Van Kampen American Capital Prime Rate Income Trust
Registration Statement on Form N-2
Ladies and Gentlemen:
We have acted as special counsel to Van Kampen American Prime Rate
Income Trust (the "Trust"), a voluntary association with transferable shares
organized and existing under and by virtue of the laws of the Commonwealth of
Massachusetts, in connection with the preparation of Post-Effective Amendment
Nos. 1 and 2 to the Trust's registration statement on Form N-2 (File No.
333-14499 and 811-5845)(the "Registration Statements") under the Securities Act
of 1933, as amended, and the Investment Company Act of 1940, as amended. The
Registration Statements amend the Trust's initial registration statement on
Form N-2 as filed with the Securities and Exchange Commission on October 18,
1996 (the "Initial Registration Statement"), which Initial Registration
Statement contains our opinion and consent delivered in accordance with the
requirements on Item 24(a)(1) of Form N-2 (the "Opinion").
We hereby consent to the use of our Opinion dated October 18, 1997 as
incorporated by reference into the Registration Statements. In giving the
Opinion and this consent, we do not thereby admit that we are in the category
of persons whose consent is required under Section 7 of the 1933 Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom (Illinois)
