As filed with the Securities and Exchange Commission on
September 25, 1998
Securities Act File No. 005-40894
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)
Morgan Stanley Dean Witter Prime Income Trust
(Name of Issuer)
Morgan Stanley Dean Witter Prime Income Trust
(Name of Person(s) Filing Statement)
Common Shares of Beneficial Interest, Par Value $.01 Per Share
(Title of Class of Securities)
920914-108
(CUSIP Number of Class of Securities)
Barry Fink, Esq.
Morgan Stanley Dean Witter Prime Income Trust
Two World Trade Center
New York, NY 10048
(212) 392-1600
(Name, Address and Telephone Number of Person Authorized to Rece
ive Notices and Communications on Behalf of Person(s) Filing
Statement)
September 24, 1998
(Date of Amendment)
Page 1 of 3 Pages
This Amendment No. 1 to the Issuer's Tender Offer Statement
on Schedule 13E-4 that was electronically transmitted via EDGAR
on August 14, 1998 by Morgan Stanley Dean Witter Prime Income
Trust (the "Trust"), with respect to the tender offer to purchase
up to 5,000,000 of the Trust's outstanding common shares of
beneficial interest, par value $.01 per share, amends such
statement on Schedule 13E-4 to add the following supplemental
information:
(a) The offer contained in the Offer to Purchase dated
August 19, 1998 (the "Offer to Purchase") and the related Letter
of Transmittal (which together constituted the "Offer") expired
at 12:00 midnight, New York City time on September 18, 1998.
(b) 4,438,020.652 common shares, or approximately 2.2% of
the then outstanding common shares, were validly tendered through
the expiration date and were not withdrawn and were purchased by
the Trust at a price of $9.94 per common share, the net asset
value of the common shares at the time the offer expired.
(c) The Schedule 13E-4 is hereby terminated.
Page 2
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.
MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST
/s/ Barry Fink
Barry Fink
Vice President and Secretary
September 25, 1998
Page 3
