SC TO-I/A, 2000-07-28
Previous: OCC CASH RESERVES, N-30D, 2000-07-28

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                             WASHINGTON, D.C. 20549

                                 SCHEDULE TO

                          TENDER OFFER STATEMENT UNDER
                      SECTION 14(d)(1) OR 13(e)(1) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                               (Amendment No. 1)

                                (Name of Issuer)

                      (Name of Person(s) Filing Statement)

        Common Shares of Beneficial Interest, Par Value $0.01 per Share
                         (Title of Class of Securities)

                     (CUSIP Number of Class of Securities)

                              A. Thomas Smith III
            Executive Vice President, General Counsel and Secretary
                          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

                           CALCULATION OF FILING FEE

Transaction Valuation $957,423,477(a)         Amount of Filing Fees: $191,485(b)

(a)  Calculated as the aggregate maximum purchase price to be paid for
     100,569,693 shares in the offer.

(b)  Calculated as 1/50 of 1% of the Transaction Valuation, previously paid.
 [X]   Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
       and identify the filing with which the offsetting fee was previously
       paid. Identify the previous filing by registration statement number, or
       the Form or Schedule and the date of its filing.

     Amount Previously Paid:  $191,485

     Form or Registration No.:  Schedule TO

     Filing Party:  Van Kampen Prime Rate Income Trust

     Date Filed:  June 16, 2000

 [ ]   Check the box if the filing relates solely to preliminary communications
       made before the commencement of a tender offer.

       Check the appropriate boxes below to designate any transactions to which
       the statement relates:

      [ ]   third-party tender offer subject to Rule 14d-1.

      [X]   issuer tender offer subject to Rule 13e-4.

      [ ]   going-private transaction subject to Rule 13e-3.

      [ ]   amendment to Schedule 13D under Rule 13d-2.

 [X]   Check the following box if the filing is a final amendment reporting the
       results of the tender offer.
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     This Amendment No. 1 to the Issuer's Tender Offer Statement on Schedule
TO filed with the Securities and Exchange Commission on June 16, 2000 by
Van Kampen Prime Rate Income Trust (the "Trust"), with respect to the tender
offer to purchase 100,569,693 of the Trust's outstanding common shares of
beneficial interest, par value $0.01 per share, amends such statement on
Schedule TO 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 46,317,141.  All 46,317,141 such shares
were purchased in their entirety at the price of $9.51 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 TO is hereby terminated.

Item 9. Material to Be Filed as Exhibits.

        The following materials are hereby filed as additional Exhibits to the
     Schedule TO:

        (a) (6)  -  Text of Completion Press Release dated
                    July 28, 2000

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        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: July 28, 2000           /s/ Stephen L. Boyd
                                   Stephen L. Boyd
                                   Executive Vice President and
                                   Chief Investment Officer

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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
(a) (5)         Text of Initial Press Release Dated June 16, 2000

(a) (6)         Text of Completion Press Release Dated July 28, 2000

(b) (1)         Second Amendment and Restatement of Credit Agreement between
                Van Kampen Prime Rate Income Trust, Van Kampen Senior Floating
                Rate Fund, Various Financial Institutions and Bank of America
                National Trust and Savings Association, as agent, dated as of
                June 14, 1999 *

(b) (2)         Letter Agreement to the Second Amendment and Restatement of
                Credit Agreement dated as of June 13, 2000*
(d) (1)         Investment Advisory Agreement

(d) (2)         Administration Agreement

(d) (3)         Offering Agreement

*  Previously filed.

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