VAN KAMPEN PRIME RATE INCOME TRUST
SC 13E4/A, 2000-02-04
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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 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)

                              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



                               December 17, 1999
                      (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, 1999 by
Van Kampen Prime Rate Income Trust (the "Trust"), with respect to the tender
offer to purchase 114,263,391 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 57,143,306.  All 57,143,306 such shares
were purchased in their entirety at the price of $9.65 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
                    February 4, 2000

<PAGE>   3


                                  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: February 4, 2000        /s/ Dennis J. McDonnell
                                   Dennis J. McDonnell
                                   Executive Vice President,
                                   Chief Investment Officer
                                   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, 1999

(a) (6)         Text of Completion Press Release Dated February 4, 2000

(b)             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. *

                                             *
(c) (1)         Investment Advisory Agreement

                                        *
(c) (2)         Administration Agreement

                                  *
(c) (3)         Offering Agreement

*  Previously filed.


<PAGE>   1

                                EXHIBIT (a) (6)

                  Text of Press Release Dated February 4, 2000


NEWS RELEASE

FOR IMMEDIATE RELEASE

FOR MORE INFORMATION CONTACT:
James J. Boyne                  or                  Eileen Davis
800/225-2222                                        800/225-2222
Ext. 6327                                           Ext. 6886


                      VAN KAMPEN PRIME RATE INCOME TRUST
                 COMPLETES TENDER OFFER FOR ITS COMMON SHARES


        CHICAGO (February 4, 2000) -- Van Kampen Prime Rate Income Trust
announced today the final results of its tender offer for approximately fourteen
percent of its outstanding common shares of beneficial interest.  The offer
expired at 12:00 Midnight, Eastern Standard Time, on January 21, 2000.

        The Trust said that 57,143,306 common shares, or approximately 6.94% of
the Trust's common shares outstanding as of the expiration of the tender offer,
were validly tendered through the stated expiration date. All 57,143,306 common
shares tendered were purchased at a price of $9.65 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 $7,949,062,699 as of January 21, 2000.

        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 $90
billion under management or supervision, as of December 31, 1999.  Van Kampen's
more than 50 open-end and 39 closed-end funds and more than 2,700 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.



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