<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
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)
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
CALCULATION OF FILING FEE
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Transaction Valuation $889,548,125(a) Amount of Filing Fees: $177,910(b)
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(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.
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[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.
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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: June 27, 2000 /s/ Stephen L. Boyd
Stephen L. Boyd
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 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.
