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EXHIBIT (a)(2)
ADVERTISEMENT PRINTED IN THE WALL STREET JOURNAL
NATIONAL EDITION
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THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO
SELL COMMON SHARES. THE OFFER IS MADE ONLY BY THE OFFER TO PURCHASE DATED
NOVEMBER 15, 2000 AND THE RELATED LETTER OF TRANSMITTAL. THE OFFER IS
NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF
OF, HOLDERS OF COMMON SHARES IN ANY JURISDICTION IN WHICH
MAKING OR ACCEPTING THE OFFER WOULD VIOLATE THAT
JURISDICTION'S LAWS.
MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST
NOTICE OF OFFER TO PURCHASE FOR CASH
20,000,000 OF ITS ISSUED AND OUTSTANDING COMMON SHARES
AT NET ASSET VALUE PER COMMON SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME ON DECEMBER 15, 2000, UNLESS THE OFFER IS
EXTENDED.
Morgan Stanley Dean Witter Prime Income Trust (the "Trust") is offering to
purchase 20,000,000 of its issued and outstanding common shares of beneficial
interest, par value of $.01 per share ("Common Shares") at a price equal to
their net asset value ("NAV") computed as of 4:00 P.M. New York City time on
December 15, 2000, the Expiration Date, unless extended, upon the terms and
conditions set forth in the Offer to Purchase dated November 15, 2000 and the
related Letter of Transmittal (which together constitute the "Offer"). An "Early
Withdrawal Charge" will be imposed on most Common Shares accepted for payment
that have been held for four years or less. The NAV on November 6, 2000, was
$9.62 per Common Share. The purpose of the Offer is to provide liquidity to
shareholders since the Trust is unaware of any secondary market which exists for
the Common Shares. The Offer is not conditioned upon the tender of any minimum
number of Common Shares.
If more than 20,000,000 Common Shares are duly tendered prior to the
expiration of the Offer, assuming no changes in the factors originally
considered by the Board of Trustees when it determined to make the Offer and
subject to the other conditions set forth in the Offer, the Trust will either
extend the Offer, if necessary, and increase the number of Common Shares that
the Trust is offering to purchase to an amount which it believes will be
sufficient to accommodate the excess Common Shares tendered as well as any
Common Shares tendered during the extended offer period or purchase 20,000,000
(or such larger number of Common Shares sought) of the Common Shares tendered on
a pro rata basis.
Common Shares tendered pursuant to the Offer may be withdrawn at any time
prior to 12:00 Midnight, New York City time on December 15, 2000, and, if not
yet accepted for payment by the Trust, Common Shares may also be withdrawn after
January 16, 2001. To be effective, a written, telegraphic, telex or facsimile
transmission notice of withdrawal must be timely received by Morgan Stanley Dean
Witter Trust FSB, the Depositary. Any notice of withdrawal must specify the name
of the person having tendered the Common Shares to be withdrawn, the number of
Common Shares to be withdrawn, and, if certificates representing such Common
Shares have been delivered or otherwise identified to the Depositary, the name
of the registered holder(s) of such Common Shares as set forth in such
certificates if different from the name of the person tendering such Common
Shares. If certificates have been delivered to the Depositary, then, prior to
the release of such certificates, the Shareholder must also submit the
certificate numbers shown on the particular certificates evidencing such Common
Shares and the signature on the notice of withdrawal must be guaranteed by an
eligible guarantor acceptable to the Depositary. Any Common Shares tendered on
behalf of a shareholder by Dean Witter Reynolds Inc. may be withdrawn by Dean
Witter Reynolds Inc.
The Information required to be disclosed by paragraph (d)(1) of Rule 13e-4
under the Securities Exchange Act of 1934, as amended, is contained in the Offer
to Purchase and is incorporated herein by reference.
NEITHER THE TRUST NOR ITS BOARD OF TRUSTEES MAKES ANY RECOMMENDATION TO ANY
SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH
SHAREHOLDER'S COMMON SHARES. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL
INFORMATION IN THE OFFER TO PURCHASE, CONSULT THEIR OWN INVESTMENT AND TAX
ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER COMMON SHARES AND, IF
SO, HOW MANY COMMON SHARES TO TENDER.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
Questions and requests for assistance or current NAV quotations may be
directed to Morgan Stanley Dean Witter Advisors Inc., Two World Trade Center,
New York, NY 10048, telephone 800-869-NEWS extension 0. Requests for copies of
the Offer to Purchase, Letter of Transmittal and any other tender offer
documents may be directed to Morgan Stanley Dean Witter Trust FSB at the address
and telephone number below. Copies will be furnished promptly at no expense to
you.
MORGAN STANLEY DEAN WITTER TRUST FSB
By Mail: By Hand Delivery or Courier:
P.O. Box 984 Harborside Financial Center
Jersey City, New Jersey 07303 Plaza Two
Jersey City, New Jersey 07311
Attn: Morgan Stanley Dean Witter Prime Income Trust
(800) 869-NEWS extension 0
November 15, 2000
