SC TO-I/A, 2000-06-27
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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. 2)

                                (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 $889,548,125(a)         Amount of Filing Fees: $177,910(b)

(a)  Calculated as the aggregate maximum purchase price to be paid for
     93,048,967 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:  $177,910

     Form or Registration No.:  Schedule TO

     Filing Party:  Van Kampen Prime Rate Income Trust

     Date Filed:  March 17, 2000, amended April 28, 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. 2 to the Issuer's Tender Offer Statement on Schedule TO
filed with the Securities and Exchange Commission on March 17, 2000, as amended
on April 28, 2000 by Van Kampen Prime Rate Income Trust (the "Trust"), with
respect to the tender offer to purchase 93,048,967 of the Trust's outstanding
common shares of beneficial interest, par value $0.01 per share, amends such
statement on Schedule TO to restate 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 68,898,214.  All 68,898,214
such shares were purchased in their entirety at the price of $9.54 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.

<PAGE>   3


        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: June 27, 2000           /s/ Stephen L. Boyd
                                   Stephen L. Boyd
                                   Executive Vice President,
                                   Chief Investment Officer
                                   and Trustee
<PAGE>   4

                                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 March 17, 1999

(a) (6)         Text of Completion Press Release Dated April 28, 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. *

(d) (1)         Investment Advisory Agreement

(d) (2)         Administration Agreement

(d) (3)         Offering Agreement

*  Previously filed.

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