VAN KAMPEN PRIME RATE INCOME TRUST
SC TO-I/A, 2000-04-28
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<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. 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

                           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

 [ ]   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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2
     This Amendment No. 1 to the Issuer's Tender Offer Statement on Schedule
TO filed with the Securities and Exchange Commission on March 17, 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 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 68,915,120.  All 68,915,120 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.


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
                    April 28, 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: April 28, 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
                        *
                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.


<PAGE>   1

                                EXHIBIT (a) (6)

                   Text of Press Release Dated April 28, 2000


NEWS RELEASE

FOR IMMEDIATE RELEASE

FOR MORE INFORMATION CONTACT:
James J. Boyne                  or                  Marcie Vernier
800/225-2222                                        800/225-2222
Ext. 6327                                           Ext. 8323


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


        CHICAGO (April 28, 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 April 14, 2000.

        The Trust said that 68,915,120 common shares, or approximately 8.84% of
the Trust's common shares outstanding as of the expiration of the tender offer,
were validly tendered through the stated expiration date. All 68,915,120 common
shares tendered were purchased at a price of $9.54 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 $7,440,138,840 as of April 14, 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 $100
billion under management or supervision, as of March 31, 2000.  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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