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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
December 18, 1997
(Date Tender Offer First Published,
Sent or Given to Security Holders)
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This Amendment No. 1 to the Issuer's Tender Offer Statement on Schedule
13E-4 filed with the Securities and Exchange Commission on December 18, 1997 by
Van Kampen American Capital Prime Rate Income Trust (the "Trust"), with respect
to the tender offer to purchase 46,550,775 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expiration date and not withdrawn was 17,164,019. All 17,164,019 such shares
were purchased in their entirety at the price of $9.97 per share, the net asset
value at the time the offer expired. Payment for the shares was mailed on or
about January 20, 1998. 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
January 30, 1998
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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: January 30, 1998 /s/ Dennis J. McDonnell
Dennis J. McDonnell
President
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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 December 18, 1997
(a) (6) Text of Completion Press Release Dated January 30, 1998
(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.
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EXHIBIT (a) (6)
Text of Press Release Dated January 30, 1998
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, January 30, 1998 -- 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
January 16, 1998.
The Trust said that 17,164,019 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
17,164,019 of the common shares tendered were purchased in their entirety at a
price of $9.97 per common share, the net asset value at the time the offer
expired. Payment for the shares purchased was mailed on or about January 20,
1998.
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 $6,782,025,016 as of January 16, 1998.
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 $57
billion under management or supervision. Van Kampen American Capital's more
than 60 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.
