MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST
SC TO-I/A, 2000-11-15
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<PAGE>
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 2000
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                  SCHEDULE TO
                         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)

                                   616971-107
                     (CUSIP Number of Class of Securities)
                                Barry Fink, Esq.
                 Morgan Stanley Dean Witter Prime Income Trust
                             Two World Trade Center
                              New York, N.Y. 10048
                                 (212) 392-1600

      (Name, Address and Telephone Number of Person Authorized to Receive
      Notices and Communications on Behalf of Person(s) Filing Statement)
                            ------------------------

                           CALCULATION OF FILING FEE
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TRANSACTION VALUATION $192,400,000 (a)         AMOUNT OF FILING FEE: $38,480 (b)
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(a) Calculated as the aggregate maximum purchase price to be paid for 20,000,000
    shares in the offer.

(b) Calculated as 1/50 of 1% of the Transaction Valuation.

 / / 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: ____________________________________________________
    Form or Registration No.: __________________________________________________
    Filing Party: ______________________________________________________________
    Date Filed: ________________________________________________________________

 / / 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.

    Check the following box if the filing is a final amendment reporting the
    results of the tender offer: / /

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<PAGE>
ITEM 1.  SUMMARY TERM SHEET.

    Reference is hereby made to the Summary Term Sheet of the Offer to Purchase
which is attached as exhibit (a)(1)(i) and is incorporated herein by reference.

ITEM 2.  SUBJECT COMPANY INFORMATION.

    (a)  The name of the issuer is Morgan Stanley Dean Witter Prime Income
Trust, a non-diversified, closed-end management investment company organized as
a Massachusetts business trust (the "Trust") under the name "Allstate Prime
Income Trust." The name was changed to "Prime Income Trust," effective March 1,
1993 and then to "Morgan Stanley Dean Witter Prime Income Trust," effective
June 22, 1998. The principal executive offices of the Trust are located at Two
World Trade Center, New York, N.Y. 10048. The telephone number is (212)
392-1600.

    (b)  The title of the securities being sought is common shares of beneficial
interest, par value $.01 per share (the "Common Shares"). As of November 6, 2000
there were approximately 303,141,435 Common Shares issued and outstanding.

    (c)  The Common Shares are not currently traded on an established trading
market.

ITEM 3.  IDENTITY AND BACKGROUND OF FILING PERSON.

    (a)  The name of the filing person is Morgan Stanley Dean Witter Prime
Income Trust, a non-diversified, closed-end management investment company
organized as a Massachusetts business trust (the "Trust") under the name
"Allstate Prime Income Trust." The name was changed to "Prime Income Trust,"
effective March 1, 1993 and then to "Morgan Stanley Dean Witter Prime Income
Trust," effective June 22, 1998. The principal executive offices of the Trust
are located at Two World Trade Center, New York, N.Y. 10048. The telephone
number is (212) 392-1600. The filing person is the Subject Company.

ITEM 4.  TERMS OF THE TRANSACTION.

    The Trust is seeking tenders for up to 20,000,000 Common Shares, at the net
asset value per Common Share, calculated on the day the tender offer expires,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated November 15, 2000 (the "Offer to Purchase"), 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 were
held for four years or Less. A copy of each of the Offer to Purchase and the
Letter of Transmittal is attached hereto as Exhibit (a)(1)(ii) and
Exhibit (a)(2), respectively, each of which is incorporated herein by reference.
For information on the consideration offered to shareholders, the expiration
date, extending the Offer and Trust intentions in the event of oversubscription,
see Section 1 "Price, Number of Common Shares" of the Offer to Purchase. For
information on tendering shares and withdrawing tenders, see Section 2
"Procedures for Tendering Common Shares" and Section 4 "Withdrawal Rights" in
the Offer to Purchase. For information on the accounting and tax treatment of
the Offer, see Section 2 and Section 15 "Certain Federal Income Tax
Consequences" in the Offer to Purchase. The Trust has been informed that no
trustees, officers or affiliates of the Trust intend to tender Common Shares
pursuant to the Offer.

ITEM 5.  PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

    Reference is hereby made to Section 10 "Interest of Trustees and Executive
Officers; Transactions and Arrangements Concerning the Common Shares" of the
Offer to Purchase. Except as set forth therein, the Trust does not know of any
contract, arrangement, understanding or relationship relating, directly or
indirectly, to the Offer (whether or not legally enforceable) between the Trust,
any of the Trust's executive officers or Trustees, any person controlling the
Trust or any officer or director of any corporation ultimately in control of the
Trust and any person with respect to any securities of the Trust (including, but
not limited to, any contract, arrangement, understanding or relationship
concerning the transfer or the voting of any such securities, joint ventures,
loan or option arrangements, puts or calls, guarantees of loans, guarantees
against loss, or the giving or withholding of proxies, consents or
authorizations).

                                       2
<PAGE>
ITEM 6.  PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

    Reference is hereby made to Section 7 "Purpose of the Offer," Section 8
"Plans or Proposals of the Trust," Section 11 "Certain Effects of the Offer" and
Section 12 "Source and Amount of Funds" of the Offer to Purchase. In addition,
the Trust regularly purchases and sells assets in its ordinary course of
business. Except as set forth above, the Trust has no plans or proposals which
relate to or would result in (a) the acquisition by any person of additional
securities of the Trust or the disposition of securities of the Trust; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Trust; (c) a sale or transfer of a material amount of
assets of the Trust; (d) any change in the present Board of Trustees or
management of the Trust, including, but not limited to, any plans or proposals
to change the number or the term of Trustees, or to fill any existing vacancy on
the Board of Trustees or to change any material term of the employment contract
of any executive officer of the Trust; (e) any material change in the present
dividend rate or policy, or indebtedness or capitalization of the Trust; (f) any
other material change in the Trust's structure or business, including any plans
or proposals to make any changes in its investment policy for which a vote would
be required by Section 13 of the Investment Company Act of 1940; (g) any changes
in the Trust's declaration of trust, By-Laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Trust by any person; (h) a class of equity securities of the Trust being
delisted from a national securities exchange or ceasing to be authorized to be
quoted on an inter-dealer quotation system of a registered national securities
association; (i) a class of equity security of the Trust becoming eligible for
termination of registration under the Investment Company Act of 1940; or (j) the
suspension of the Trust's obligation to file reports pursuant to Section 15(d)
of the Securities Exchange Act of 1934.

ITEM 7.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

    Reference is hereby made to Section 12 "Source and Amount of Funds" of the
Offer to Purchase.

ITEM 8.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

    Reference is hereby made to Section 10 "Interest of Trustees and Executive
Officers; Transactions and Arrangements Concerning the Common Shares" of the
Offer to Purchase. Except as set forth therein, there have not been any
transactions involving the Common Shares of the Trust that were effected during
the past 60 days by the Trust, any executive officer or Trustee of the Trust,
any person controlling the Trust, any executive officer or director of any
corporation ultimately in control of the Trust or by any associate or subsidiary
of any of the foregoing, including any executive officer or director of any such
subsidiary.

ITEM 9.  PERSONS/ASSETS RETAINED, EMPLOYED COMPENSATED OR USED.

    No persons have been employed, retained or are to be compensated by or on
behalf of the Trust to make solicitations or recommendations in connection with
the Offer.

ITEM 10.  FINANCIAL INFORMATION.

    (a)-(b)  Reference is hereby made to the Financial Statements included as
part of the offer to purchase Exhibit.

ITEM 11.  ADDITIONAL INFORMATION.

    (a) (1)  Reference is hereby made to Section 10 "Interests of Trustees and
Executive Officers; Transactions and Arrangements Concerning the Common Shares"
of the Offer to Purchase which is incorporated herein by reference.

    (a)(2)-(5)  Not applicable.

    (b)  Reference is hereby made to The Offer to Purchase.

                                       3
<PAGE>
ITEM 12.  EXHIBITS.


<TABLE>
    <S>          <C>
    (a)(1)(i)    Offer to Purchase (including Financial Statements).
    (a)(1)(ii)   Form of Letters to Shareholders who have requested Offer to
                  Purchase. Previously filed as Exhibit (a)(1)(ii) to the
                  Trust's Schedule TO via EDGAR on November 14, 2000.
    (a)(1)(iii)  Form of Letter of Transmittal (including Guidelines for
                  Certification of Taxpayer Identification Number).
                  Previously filed as Exhibit (a)(1)(iii) to the Trust's
                  Schedule TO via EDGAR on November 14, 2000.
    (a)(2)       Advertisement printed in THE WALL STREET JOURNAL National
                  Edition. Previously filed as Exhibit (a)(2) to the Trust's
                  Schedule TO via EDGAR on November 14, 2000.
    (a)(3)       Not applicable.
    (a)(4)       Not applicable.
    (a)(5)       Not applicable.
    (b)          Not applicable.
    (d)(1)       Hold Harmless Agreement between the Trust and Dean Witter
                  Reynolds Inc. dated May 2, 1990 previously filed as
                  Exhibit (c)(1) to the Trust's Schedule 13E-4 on May 22,
                  1990 and via EDGAR on December 20, 1993.
    (d)(2)       Form of Depositary Agreement between the Trust and Morgan
                  Stanley Dean Witter Trust FSB dated as of November 6, 2000.
                  Previously filed as Exhibit (d)(2) to the Trust's Schedule
                  TO via EDGAR on November 14, 2000.
    (d)(3)       Form of Administration Agreement dated April 17, 1995 and
                  amended as of April 30, 1998. Previously filed as Exhibit
                  (c)(2) to the Trust's Schedule 13E-4 via EDGAR on August 4,
                  1998.
    (d)(4)       Investment Advisory Agreement dated May 31, 1997 and amended
                  as of May 1, 1998, May 1, 1999 and May 1, 2000. Previously
                  filed as Exhibit (d)(4) to the Trust's Form TO via EDGAR on
                  May 16, 2000.
    (d)(5)       Distribution Agreement dated May 31, 1997. Previously filed
                  as Exhibit (d)(5) to the Trust's Form TO via EDGAR on
                  February 15, 2000.
    (g)          Not applicable.
    (h)          Not applicable.
</TABLE>


                                       4
<PAGE>
                                   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


November 15, 2000


                                       5
<PAGE>
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT                                          DESCRIPTION                                  PAGE
-------                                          -----------                                --------
<C>                      <S>                                                                <C>
       (a)(1)(i)         Offer to Purchase (including Financial Statements)..........
      (a)(1)(ii)         Form of Letters to Shareholders who have requested Offer to
                          Purchase. Previously filed as Exhibit (a)(1)(ii) to the
                          Trust's Schedule TO via EDGAR on November 14, 2000.........
     (a)(1)(iii)         Form of Letter of Transmittal (including Guidelines for
                          Certification of Taxpayer Identification Number).
                          Previously filed as Exhibit (a)(1)(iii) to the Trust's
                          Schedule TO via EDGAR on November 14, 2000.................
          (a)(2)         Advertisement printed in THE WALL STREET JOURNAL National
                          Edition. Previously filed as Exhibit (a)(2) to the Trust's
                          Schedule TO via EDGAR on November 14, 2000.................
          (a)(3)         Not applicable..............................................
          (a)(4)         Not applicable..............................................
          (a)(5)         Not applicable..............................................
             (b)         Not applicable..............................................
          (d)(1)         Hold Harmless Agreement between the Trust and Dean Witter
                          Reynolds Inc. dated May 2, 1990 previously filed as
                          Exhibit (c)(1) to the Trust's Schedule 13E-4 on May 22,
                          1990 and via EDGAR on December 20, 1993....................
          (d)(2)         Form of Depositary Agreement between the Trust and Morgan
                          Stanley Dean Witter Trust FSB dated as of November 6, 2000.
                          Previously filed as Exhibit (d)(2) to the Trust's Schedule
                          TO via EDGAR on November 14, 2000..........................
          (d)(3)         Form of Administration Agreement dated April 17, 1995 and
                          amended as of April 30, 1998. Previously filed as Exhibit
                          (c)(2) to the Trust's Schedule 13E-4 via EDGAR on August 4,
                          1998.......................................................
          (d)(4)         Investment Advisory Agreement dated May 31, 1997 and amended
                          as of May 1, 1998, May 1, 1999 and May 1, 2000. Previously
                          filed as Exhibit (d)(4) to the Trust's Form TO via EDGAR on
                          May 16, 2000...............................................
          (d)(5)         Distribution Agreement dated May 31, 1997. Previously filed
                          as Exhibit d(5) to the Trust's Form TO via EDGAR on
                          February 15, 2000..........................................
             (g)         Not applicable..............................................
             (h)         Not applicable..............................................
</TABLE>


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