<PAGE> 1
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 PRIME RATE INCOME TRUST
(Name of Issuer)
VAN KAMPEN PRIME RATE INCOME TRUST
(Name of Person(s) Filing Statement)
Common Shares of Beneficial Interest, Par Value $0.01 per Share
(Title of Class of Securities)
920914-108
(CUSIP Number of Class of Securities)
Dennis J. McDonnell
Executive Vice President
Van Kampen Investments Inc.
1 Parkview Plaza
P.O. Box 5555
Oakbrook Terrace, Illinois 60181-5555
(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)
Copies 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 17, 1998
(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 17, 1998 by
Van Kampen Prime Rate Income Trust (the "Trust"), with respect to the tender
offer to purchase 55,041,947 of the Trust's outstanding common shares of
beneficial interest, par value $0.01 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expiration date and not withdrawn was 20,567,599. All 20,567,599 such shares
were purchased in their entirety at the price of $9.92 per share, the net asset
value at the time the offer expired. Payment for the shares was mailed prior
to the date hereof. 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 29, 1999
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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 PRIME RATE INCOME TRUST
Dated: January 29, 1999 /s/ Dennis J. McDonnell
Dennis J. McDonnell
Chairman, President and Trustee
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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 17, 1998
(a) (6) Text of Completion Press Release Dated January 29, 1999
(b) Amended and Restated 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 29, 1999
FOR IMMEDIATE RELEASE CONTACT: Nicholas Dalmaso
(630) 684-6774
VAN KAMPEN PRIME RATE INCOME TRUST
COMPLETES TENDER OFFER FOR ITS COMMON SHARES
OAKBROOK TERRACE, IL, January 29, 1999 -- Van Kampen 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 15, 1999.
The Trust said that 20,567,599 common shares, or approximately two and
one half 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 20,567,599 common shares tendered were purchased at a price of $9.92 per
common share, the net asset value at the time the offer expired. Payment for
the shares purchased was mailed prior to the date hereof.
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 $7,960,510,669 as of January 15, 1999.
Van Kampen Prime Rate Income Trust is advised and distributed by
subsidiaries of Van Kampen Investments Inc. ("Van Kampen"), a diversified
asset management company with more than two million retail investor accounts,
extensive capabilities for managing institutional portfolios, and more than $50
billion under management or supervision. Van Kampen has more than 50 open-end
and 39 closed-end funds and more than 2,500 unit investment trusts are
professionally distributed by leading financial advisers nationwide. Van
Kampen is an indirect wholly owned subsidiary of Morgan Stanley Dean Witter &
Co.
