<PAGE> 1
TABLE OF CONTENTS
<TABLE>
<S> <C>
Letter to Shareholders........................... 1
Performance Results.............................. 4
Portfolio of Investments......................... 5
Statement of Assets and Liabilities.............. 7
Statement of Operations.......................... 8
Statement of Changes in Net Assets............... 9
Financial Highlights............................. 10
Notes to Financial Statements.................... 11
Report of Independent Accountants................ 14
Dividend Reinvestment Plan....................... 15
</TABLE>
VPV ANR 12/96
<PAGE> 2
LETTER TO SHAREHOLDERS
December 10, 1996
Dear Shareholder,
The first ten months of 1996 have
been a mixed experience for most [PHOTO]
municipal bond fund investors. The
continuation of the 1995 rally at the
beginning of this year was thwarted
early on as the economy gained
momentum, causing the bond market to
sell off. But by the second half of the
year, the pattern reversed. Growth DENNIS J. MCDONNELL AND DON G. POWELL
slowed and bonds recovered much of
their earlier losses.
This kind of volatility is not
unusual, but it is difficult to predict and serves as a reminder to investors to
maintain their long-term outlook. Bailing out during price declines and
re-entering after market rebounds is often a losing strategy. We believe it is
time in the market, not timing the market, that potentially maximizes long-term
investment gains.
Additionally, we believe our recent acquisition by Morgan Stanley Group Inc.
will further help investors achieve their long-term goals. Morgan Stanley's
strong global presence and commitment to superior investment performance
complement our broad range of investment products, money management
capabilities, and high level of service that we currently offer.
ECONOMIC OVERVIEW
The economy has grown at a moderate pace this year, despite the second
quarter's 4.7 percent surge. By the third quarter, growth slowed to 2.0 percent,
near the level that prevailed early in the year. This moderation of economic
activity, coupled with continued low inflation, eased fears of an interest rate
hike by the Federal Reserve Board--fears that had dominated the market in early
summer and pushed long-term bond yields above 7.0 percent.
Once the market realized that the economy's pace had slowed, bond prices
rose from their 1996 lows and yields fell as they moved in the opposite
direction of bond prices. By the end of October, the 30-year Treasury bond yield
was near 6.5 percent.
During this recovery, municipal bonds rebounded even more than Treasuries,
due to a steady demand that outpaced supply. Pennsylvania issues were especially
scarce. It is expected that on a nationwide basis there will be little or no
increase in the total number of municipal bonds outstanding this year. The
volume of new issues is expected to almost equal the volume of bonds that were
redeemed or called.
Continued on page two
1
<PAGE> 3
[CREDIT QUALITY GRAPH]
PORTFOLIO COMPOSITION BY CREDIT QUALITY AS OF OCTOBER 31,1996
<TABLE>
<S> <C>
A............... 7.6%
AA.............. 17.7%
AAA............. 60.2%
BBB............. 14.5%
Based upon credit quality ratings issued by Standard & Poor's. For securities
not rated by Standard & Poor's, the Moody's rating is used.
</TABLE>
PERFORMANCE SUMMARY
Many closed-end municipal bond funds, such as this one, are currently
offering higher after-tax yields than taxable income alternatives. The Trust
generated a tax-exempt distribution of 5.94 percent(3), based on the closing
stock price of $12.625 per common share as of October 31, 1996. For Pennsylvania
residents in the combined federal and state income tax bracket of 37.8 percent,
this distribution is equivalent to a yield of 9.55 percent(4) on a taxable
investment.
The Trust's one-year total return was 7.17 percent(1), including
reinvestment of all dividends, reflecting a 1.0 percent increase in market price
for the period ended October 31, 1996.
Top Five Portfolio Holdings by Industry as of October 31, 1996
Health Care....................... 22.7%
Single-Family Housing............. 15.2%
Water & Sewer..................... 11.6%
General Purpose.................... 9.8%
Public Building.................... 9.6%
ECONOMIC OUTLOOK
We believe Fed policy will remain unchanged through the end of the year. We
look for the long Treasury bond to trade within a range of 6.25 and 6.75 percent
and the 5-year Treasury to trade between 5.75 percent and 6.25 percent for the
remainder of 1996. After that, interest rates could rise moderately if the
economy rebounds to a 3.0 percent annual growth rate and inflation edges higher.
Based upon this view of moderate growth and slightly higher inflation, we
believe the outlook for fixed-income markets remains positive.
Relatively stable interest rates early next year would be favorable for the
leveraged structure of our closed-end funds, which involves borrowing short-term
funds to purchase long-term municipal securities. Depending on the difference
between long-term and short-term market rates, this structure provides
opportunities for additional earnings over time.
Continued on page three
2
<PAGE> 4
The leveraged capital structure of the Trust continues to provide common
shareholders with above-market levels of dividend income. It should be noted,
however, that the rise in short-term rates would have an unfavorable effect on
common share performance.
The bond market should find continued support from the results of the recent
national elections. With a Democratic president and a Republican Congress, there
should be checks on potential spending increases and tax cuts so the budget
deficit does not balloon out of control. This split government should also help
minimize chances of major tax reform, which would likely affect investment
markets, including municipal bonds.
The stock market is another factor that could influence the performance of
the bond market in the coming year. If stocks suffer a protracted setback, the
demand for bonds, including municipals, could increase.
We will closely monitor any new developments in Washington and in the
financial markets in order to evaluate their potential impact on the Trust. We
believe that in the coming year, the municipal market will continue to be an
attractive investment choice for investors seeking high current income. Thank
you for your continued confidence in your investment with Van Kampen American
Capital and for the privilege of working with you to help you achieve your
financial goals.
Sincerely,
[SIG]
- -------------------------------
Don G. Powell
Chairman
Van Kampen American Capital
Investment Advisory Corp.
[SIG]
- -------------------------------
Dennis J. McDonnell
President
Van Kampen American Capital
Investment Advisory Corp.
3
<PAGE> 5
PERFORMANCE RESULTS FOR THE PERIOD ENDED OCTOBER 31, 1996
VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA
VALUE MUNICIPAL INCOME TRUST
(NYSE TICKER SYMBOL--VPV)
<TABLE>
<CAPTION>
COMMON SHARE TOTAL RETURNS
<S> <C>
One-year total return based on market price(1)............ 7.17%
One-year total return based on NAV(2)..................... 6.33%
DISTRIBUTION RATES
Distribution rate as a% of closing common stock
price(3).................................................. 5.94%
Taxable-equivalent distribution rate as a% of closing
SHARE VALUATIONS
common stock price(4)..................................... 9.55%
Net asset value........................................... $ 14.83
Closing common stock price................................ $12.625
One-year high common stock price (02/05/96)............... $13.250
One-year low common stock price (07/30/96)................ $11.875
Preferred share rate(5)................................... 3.000%
</TABLE>
(1)Total return based on market price assumes an investment at the market price
at the beginning of the period indicated, reinvestment of all distributions for
the period in accordance with the Trust's dividend reinvestment plan, and sale
of all shares at the closing common stock price at the end of the period
indicated.
(2)Total return based on net asset value (NAV) assumes an investment at the
beginning of the period indicated, reinvestment of all distributions for the
period, and sale of all shares at the end of the period, all at NAV.
(3)Distribution rate represents the monthly annualized distributions of the
Trust at the end of the period and not the earnings of the Trust.
(4)The taxable-equivalent distribution rate is calculated assuming a 37.8%
combined federal and state income tax bracket, which takes into consideration
the deductibility of individual state taxes paid.
(5)See "Notes to Financial Statements" footnote #4, for more information
concerning Preferred Share reset periods.
A portion of the interest income may be taxable for those investors subject to
the federal alternative minimum tax (AMT).
Past performance does not guarantee future results. Investment return, stock
price and net asset value will fluctuate with market conditions. Trust shares,
when sold, may be worth more or less than their original cost.
4
<PAGE> 6
PORTFOLIO OF INVESTMENTS
October 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- ------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
MUNICIPAL BONDS
PENNSYLVANIA 90.2%
$ 970 Allegheny Cnty, PA Indl Dev Auth Med Cent Rev
Presbyterian Med Cent Rfdg (FHA Gtd)............ 6.750% 02/01/26 $ 1,006,238
2,600 Allentown, PA Area Hosp Auth Rev Sacred Heart
Hosp Ser A Rfdg................................. 6.750 11/15/14 2,656,264
925 Berks Cnty, PA Muni Auth Hosp Rev Reading Hosp &
Med Cent Proj B (MBIA Insd)..................... 6.000 10/01/14 941,891
2,000 Butler Cnty, PA Hosp Auth Hosp Rev North Hills
Passavant Hosp Ser A (FSA Insd)................. 6.900 06/01/09 2,207,820
2,270 Cumberland Cnty, PA Auth Rev First Mtg Carlisle
Hosp & Hlth Rfdg................................ 6.800 11/15/14 2,331,335
1,000 Cumberland Cnty, PA Muni Auth College Rev
Messiah College Proj Rfdg (AMBAC Insd).......... 5.125 10/01/15 950,000
3,900 Dauphin Cnty, PA Hosp Auth Rev Cmnty Genl
Osteopathic Hosp Rfdg........................... 7.375 06/01/16 4,118,166
3,570 Delaware Cnty, PA Auth Hlth Care Rev Mercy Hlth
Corp Southeastn Ser A Rfdg (Connie Lee Insd).... 5.125 11/15/12 3,417,454
1,000 Delaware Cnty, PA Auth Hosp Rev Crozer Chester
Med Cent........................................ 6.000 12/15/09 1,001,870
1,400 Derry, PA Sch Dist Ser A Rfdg (MBIA Insd)....... 6.550 09/01/06 1,529,570
3,505 Eastern York Sch Dist PA (MBIA Insd)............ 6.000 06/01/09 3,675,343
1,615 Lancaster, PA Hsg Fin Corp Mtg Rev Ser A Rfdg
(FHA Gtd)....................................... 6.800 08/01/23 1,682,023
2,000 Lehigh Cnty, PA Genl Purp Auth Cedar Crest
College Rfdg.................................... 6.700 04/01/26 2,014,920
1,000 Lehigh Cnty, PA Indl Dev Auth Pollutn Ctl Rev PA
Pwr & Lt Co Proj Ser A Rfdg (MBIA Insd)......... 6.400 11/01/21 1,067,280
1,000 Monroeville, PA Hosp Auth Hosp Rev Forbes Hlth
Sys Rfdg........................................ 6.250 10/01/15 1,019,750
2,500 Montgomery Cnty, PA Higher Edl & Hlth Auth Hosp
Rev Abington Mem Hosp Ser A (AMBAC Insd)........ 5.125 06/01/24 2,296,325
3,850 Montgomery Cnty, PA Indl Dev Auth Rev Pollutn
Ctl Ser E Rfdg (MBIA Insd)...................... 6.700 12/01/21 4,212,131
2,500 Pennsylvania Hsg Fin Agy Single Family Mtg Ser
37B Rfdg (b).................................... 5.600 10/01/25 2,393,050
3,250 Pennsylvania Hsg Fin Agy Single Family Mtg Ser
40.............................................. 6.900 04/01/25 3,419,683
3,000 Pennsylvania Hsg Fin Agy Single Family Mtg Ser
41B Rfdg........................................ 6.450 10/01/12 3,098,040
4,800 Pennsylvania Hsg Fin Agy Single Family Mtg Ser
47 Rfdg......................................... 5.700 10/01/26 4,659,024
1,000 Pennsylvania Hsg Fin Agy Single Family Mtg Ser
53A............................................. 6.000 10/01/15 1,004,160
1,000 Pennsylvania Hsg Fin Agy Single Family Mtg Ser
53A (b)......................................... 6.050 04/01/18 1,004,150
500 Pennsylvania Infrastructure Invt Auth Rev
Pennvest Subser B............................... 6.800 09/01/10 543,090
2,000 Pennsylvania Intergvtl Coop Auth Spl Tax Rev
Philadelphia Funding Pgm Rfdg (FGIC Insd)....... 5.500 06/15/20 1,954,620
4,000 Pennsylvania St Ctfs Partn Ser A Rfdg (AMBAC
Insd)........................................... 5.100 07/01/04 4,066,960
4,275 Pennsylvania St Ctfs Partn Ser A Rfdg (AMBAC
Insd)........................................... 5.250 07/01/10 4,207,156
1,000 Pennsylvania St Higher Edl Fac Allegheny DE Vly
Oblig Ser A Rfdg (MBIA Insd).................... 5.875 11/15/21 1,011,160
2,970 Pennsylvania St Higher Edl Thomas Jefferson Univ
Ser A Rfdg...................................... 6.625 08/15/09 3,228,509
2,000 Philadelphia, PA Auth for Indl Dev Rev Rfdg..... 5.500 07/01/10 2,028,040
</TABLE>
See Notes to Financial Statements
5
<PAGE> 7
PORTFOLIO OF INVESTMENTS (CONTINUED)
October 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- ------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
PENNSYLVANIA (CONTINUED)
$1,500 Philadelphia, PA Gas Wks Rev Ser 14 Rfdg (FSA
Insd)........................................... 6.250% 07/01/08 $ 1,607,010
895 Philadelphia, PA Hosp & Higher Edl Fac Auth Rev
Cmnty College Ser A (MBIA Insd)................. 6.050 05/01/08 954,016
1,455 Philadelphia, PA Hosp & Higher Edl Fac Auth Rev
Cmnty College Ser B Rfdg (MBIA Insd)............ 6.500 05/01/09 1,626,559
1,000 Philadelphia, PA Hosp & Higher Edl Fac Auth Rev
Saint Agnes Med Cent Proj Ridg (FHA Gtd)
(Prerefunded @ 08/15/01)........................ 7.250 08/15/31 1,130,350
1,000 Philadelphia, PA Hosps & Higher Ed Fac Auth Hosp
Rev PA Hosp Rfdg................................ 6.250 07/01/06 1,027,630
2,000 Philadelphia, PA Sch Dist Ser B (AMBAC Insd).... 5.500 09/01/18 1,956,340
5,305 Philadelphia, PA Ser A Rfdg (FGIC Insd)......... 5.100 05/15/02 5,424,203
3,000 Philadelphia, PA Ser A Rfdg (FGIC Insd)......... 6.250 11/15/04 3,279,900
5,000 Philadelphia, PA Wtr & Wastewtr Rev Rfdg (MBIA
Insd) (c)....................................... 6.750 08/01/03 5,575,850
3,675 Philadelphia, PA Wtr & Wastewtr Rev Rfdg (AMBAC
Insd)........................................... 5.500 06/15/07 3,786,573
1,000 Pittsburgh, PA Urban Redev Mtg Ser C Rfdg....... 6.500 10/01/23 1,011,580
2,500 Schuylkill Cnty, PA Muni Auth Wtr & Swr Rev Ser
A (Prerefunded @ 02/01/00) (FGIC Insd).......... 6.625 02/01/11 2,693,750
1,500 Sharon, PA Regl Hlth Sys Auth Hosp Rev Sharon
Regl Hlth Sys Proj A Rfdg....................... 6.875 12/01/09 1,573,020
------------
100,392,803
------------
PUERTO RICO 7.6%
2,000 Puerto Rico Comwlth Hwy & Tran Auth Hwy Rev Ser
W Rfdg.......................................... 5.500 07/01/17 1,910,740
4,000 Puerto Rico Comwlth Hwy & Tran Ser Y (Embedded
Cap) (FSA Insd) (d)............................. 5.730 07/01/21 4,382,040
2,000 Puerto Rico Pub Bldgs Auth Gtd Pub Edl & Hlth
Fac Ser K Rfdg.................................. 6.600 07/01/04 2,165,320
------------
8,458,100
------------
TOTAL LONG-TERM INVESTMENTS 97.8%
(Cost $103,629,047) (a)................................................... 108,850,903
SHORT-TERM INVESTMENTS AT AMORTIZED COST 2.4%.............................. 2,625,000
LIABILITIES IN EXCESS OF OTHER ASSETS (0.2%)............................... (194,479)
------------
NET ASSETS 100%............................................................ $111,281,424
============
</TABLE>
(a) At October 31, 1996, cost for federal income tax purposes is $103,629,047;
the aggregate gross unrealized appreciation is $5,244,640 and the aggregate
gross unrealized depreciation is $22,784, resulting in net unrealized
appreciation of $5,221,856.
(b) Securities purchased on a when issued or delayed delivery basis.
(c) Assets segregated as collateral for when issued or delayed delivery purchase
commitments.
(d) An Embedded Cap security includes a cap strike level such that the coupon
payment may be supplemented by cap payments if the floating rate index
upon which the cap is based rises above the strike level. The price of these
securities may be more volatile than the price of a comparable fixed rate
security. The Trust invests in these instruments as a hedge against a rise
in the short-term interest rates which it pays on its preferred shares.
These derivative instruments are marked to market each day with the change
in value reflected in the unrealized appreciation/depreciation on
securities. Upon disposition, a realized gain or loss is recognized
accordingly.
See Notes to Financial Statements
6
<PAGE> 8
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investments, at Market Value (Cost $103,629,047) (Note 1)............... $108,850,903
Short-Term Investments (Note 1)......................................... 2,625,000
Cash.................................................................... 78,149
Interest Receivable..................................................... 1,994,204
Unamortized Organizational Expenses (Note 1)............................ 7,463
Other................................................................... 1,565
-----------
Total Assets...................................................... 113,557,284
-----------
LIABILITIES:
Payables:
Investments Purchased................................................. 2,012,050
Investment Advisory Fee (Note 2)...................................... 61,111
Income Distributions -- Common and Preferred Shares................... 28,319
Administrative Fee (Note 2)........................................... 18,804
Distributor and Affiliates (Note 2)................................... 8,671
Accrued Expenses........................................................ 98,020
Deferred Compensation and Retirement Plans (Note 2)..................... 48,885
-----------
Total Liabilities................................................. 2,275,860
-----------
NET ASSETS.............................................................. $111,281,424
===========
NET ASSETS CONSIST OF:
Preferred Shares ($.01 par value, authorized 100,000,000 shares, 900
issued with liquidation preference of $50,000 per share) (Note 4)..... $ 45,000,000
-----------
Common Shares ($.01 par value with an unlimited number of shares
authorized, 4,468,924 shares issued and outstanding).................. 44,689
Paid in Surplus......................................................... 65,577,874
Net Unrealized Appreciation on Securities............................... 5,221,856
Accumulated Undistributed Net Investment Income......................... 303,037
Accumulated Net Realized Loss on Securities............................. (4,866,032)
-----------
Net Assets Applicable to Common Shares............................ 66,281,424
-----------
NET ASSETS.............................................................. $111,281,424
===========
NET ASSET VALUE PER COMMON SHARE ($66,281,424 divided
by 4,468,924 shares outstanding)...................................... $ 14.83
===========
</TABLE>
See Notes to Financial Statements
7
<PAGE> 9
STATEMENT OF OPERATIONS
For the Year Ended October 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
INVESTMENT INCOME:
Interest................................................................. $6,324,667
----------
EXPENSES:
Investment Advisory Fee (Note 2)......................................... 718,303
Administrative Fee (Note 2).............................................. 221,016
Preferred Share Maintenance (Note 4)..................................... 138,539
Trustees Fees and Expenses (Note 2)...................................... 30,517
Legal (Note 2)........................................................... 11,820
Amortization of Organizational Expenses (Note 1)......................... 5,011
Other.................................................................... 165,458
----------
Net Expenses........................................................... 1,290,664
----------
NET INVESTMENT INCOME.................................................... $5,034,003
==========
REALIZED AND UNREALIZED GAIN/LOSS ON SECURITIES:
Net Realized Gain on Investments......................................... $ 148,576
----------
Unrealized Appreciation/Depreciation on Securities:
Beginning of the Period................................................ 4,760,343
End of the Period:
Investments.......................................................... 5,221,856
----------
Net Unrealized Appreciation on Securities During the Period.............. 461,513
----------
NET REALIZED AND UNREALIZED GAIN ON SECURITIES........................... $ 610,089
==========
NET INCREASE IN NET ASSETS FROM OPERATIONS............................... $5,644,092
==========
</TABLE>
See Notes to Financial Statements
8
<PAGE> 10
STATEMENT OF CHANGES IN NET ASSETS
For the Years Ended October 31, 1996 and 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended Year Ended
October 31, 1996 October 31, 1995
- ------------------------------------------------------------------------------------
<S> <C> <C>
FROM INVESTMENT ACTIVITIES:
Operations:
Net Investment Income................................. $ 5,034,003 $ 5,067,108
Net Realized Gain/Loss on Securities.................. 148,576 (1,657,295)
Net Unrealized Appreciation on Securities During the
Period.............................................. 461,513 11,443,551
----------- -----------
Change in Net Assets from Operations.................. 5,644,092 14,853,364
----------- -----------
Distributions from Net Investment Income:
Common Shares....................................... (3,362,738) (3,642,106)
Preferred Shares.................................... (1,610,100) (1,790,430)
----------- -----------
Total Distributions................................... (4,972,838) (5,432,536)
----------- -----------
NET CHANGE IN NET ASSETS FROM INVESTMENT ACTIVITIES... 671,254 9,420,828
NET ASSETS:
Beginning of the Period............................... 110,610,170 101,189,342
----------- -----------
End of the Period (Including undistributed net
investment income of $303,037 and $241,872,
respectively)....................................... $111,281,424 $110,610,170
=========== ===========
</TABLE>
See Notes to Financial Statements
9
<PAGE> 11
FINANCIAL HIGHLIGHTS
The following schedule presents financial highlights for one common share of
the Trust outstanding throughout the periods indicated.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
April 30, 1993
(Commencement
Year Ended October 31, of Investment
---------------------- Operations) to
1996 1995 1994 October 31, 1993
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of the
Period (a)................................ $14.681 $12.573 $15.672 $14.687
------ ------ ------ ------
Net Investment Income..................... 1.127 1.134 1.142 .433
Net Realized and Unrealized Gain/Loss on
Securities.............................. .137 2.190 (3.132) .896
------ ------ ------ ------
Total from Investment Operations............ 1.264 3.324 (1.990) 1.329
------ ------ ------ ------
Less:
Distributions from Net Investment Income:
Paid to Common Shareholders............. .753 .815 .822 .274
Common Share Equivalent of Distributions
Paid to Preferred Shareholders........ .360 .401 .273 .070
Distributions from Net Realized Gain on
Securities (Note 1):
Paid to Common Shareholders............. -0- -0- .012 -0-
Common Share Equivalent of Distributions
Paid to Preferred Shareholders........ -0- -0- .002 -0-
------ ------ ------ ------
Total Distributions......................... 1.113 1.216 1.109 .344
------ ------ ------ ------
Net Asset Value, End of the Period.......... $14.832 $14.681 $12.573 $15.672
====== ====== ====== =======
Market Price Per Share at End of the
Period.................................... $12.625 $12.500 $10.375 $14.875
Total Investment Return at Market Price
(b)....................................... 7.17% 28.60% (25.61%) 1.00%*
Total Return at Net Asset Value (c)......... 6.33% 23.90% (14.91%) 6.33%*
Net Assets at End of the Period (In
millions)................................. $ 111.3 $ 110.6 $ 101.2 $ 115.0
Ratio of Expenses to Average Net Assets
Applicable to Common Shares............... 1.97% 2.03% 1.98% 1.55%
Ratio of Expenses to Average Net Assets..... 1.17% 1.17% 1.16% 1.14%
Ratio of Net Investment Income to Average
Net Assets Applicable to Common
Shares (d)................................ 5.24% 5.35% 6.09% 4.75%
Portfolio Turnover.......................... 27% 43% 53% 9%*
</TABLE>
(a) Net asset value at April 30, 1993, is adjusted for common and preferred
share offering costs of $.313 per common share.
(b) Total investment return at market price reflects the change in market value
of the common shares for the period indicated with reinvestment of dividends
in accordance with the Trust's dividend reinvestment plan.
(c) Total return at net asset value (NAV) reflects the change in value of the
Trust's assets with reinvestment of dividends based upon NAV.
(d) Net investment income is adjusted for the common share equivalent of
distributions paid to preferred shareholders.
* Non-Annualized
See Notes to Financial Statements
10
<PAGE> 12
NOTES TO FINANCIAL STATEMENTS
October 31, 1996
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES
Van Kampen American Capital Pennsylvania Value Municipal Income Trust (the
"Trust") is registered as a non-diversified closed-end management investment
company under the Investment Company Act of 1940, as amended. The Trust's
investment objective is to provide a high level of current income exempt from
federal and Pennsylvania income taxes and, where possible under local law, local
income and personal property taxes, consistent with preservation of capital. The
Trust will invest substantially all of its assets in Pennsylvania municipal
securities rated investment grade at the time of investment. The Trust commenced
investment operations on April 30, 1993.
The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
A. SECURITY VALUATION--Investments are stated at value using market quotations
or, if such valuations are not available, estimates obtained from yield data
relating to instruments or securities with similar characteristics in accordance
with procedures established in good faith by the Board of Trustees. Short-term
securities with remaining maturities of 60 days or less are valued at amortized
cost.
B. SECURITY TRANSACTIONS--Security transactions are recorded on a trade date
basis. Realized gains and losses are determined on an identified cost basis. The
Trust may purchase and sell securities on a "when issued" or "delayed delivery"
basis with settlement to occur at a later date. The value of the security so
purchased is subject to market fluctuations during this period. The Trust will
maintain, in a segregated account with its custodian, assets having an aggregate
value at least equal to the amount of the when issued or delayed delivery
purchase commitments until payment is made.
C. INVESTMENT INCOME--Interest income is recorded on an accrual basis. Bond
premium and original issue discount are amortized over the expected life of each
applicable security.
11
<PAGE> 13
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 1996
- --------------------------------------------------------------------------------
D. ORGANIZATIONAL EXPENSES--The Trust has reimbursed Van Kampen American Capital
Distributors, Inc. or its affiliates (collectively "VKAC") for costs incurred in
connection with the Trust's organization in the amount of $25,000. These costs
are being amortized on a straight line basis over the 60 month period ending
April 29, 1998. Van Kampen American Capital Investment Advisory Corp. (the
"Adviser") has agreed that in the event any of the initial shares of the Trust
originally purchased by VKAC are redeemed during the amortization period, the
Trust will be reimbursed for any unamortized organizational expenses in the same
proportion as the number of shares redeemed bears to the number of initial
shares held at the time of redemption.
E. FEDERAL INCOME TAXES--It is the Trust's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute substantially all of its taxable income to its
shareholders. Therefore, no provision for federal income taxes is required.
The Trust intends to utilize provisions of the federal income tax laws which
allow it to carry a realized capital loss forward for eight years following the
year of the loss and offset such losses against any future realized capital
gains. At October 31, 1996, the Trust had an accumulated capital loss carry
forward for tax purposes of $4,866,032, which will expire between October 31,
2002 and 2003.
F. DISTRIBUTION OF INCOME AND GAINS--The Trust declares and pays dividends from
net investment income to common shareholders monthly. Net realized gains, if
any, are distributed annually on a pro rata basis to common and preferred
shareholders. Distributions from net realized gains for book purposes may
include short-term capital gains which are included as ordinary income for tax
purposes.
For the year ended October 31, 1996, 99.9% of the income distributions made
by the Trust were exempt from federal income taxes. In January, 1997, the Trust
will provide tax information to shareholders for the 1996 calendar year.
2. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES
Under the terms of the Trust's Investment Advisory Agreement, the Adviser will
provide investment advice and facilities to the Trust for an annual fee payable
monthly of .65% of the average net assets of the Trust. In addition, the Trust
will pay a monthly administrative fee to VKAC, the Trust's Administrator, at an
annual rate of .20% of the average net assets of the Trust. The administrative
services provided by the Administrator include
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 1996
- --------------------------------------------------------------------------------
record keeping and reporting responsibilities with respect to the Trust's
portfolio and preferred shares and providing certain services to shareholders.
Certain legal expenses are paid to Skadden, Arps, Slate, Meagher & Flom,
counsel to the Trust, of which a trustee of the Trust is an affiliated person.
For the year ended October 31, 1996, the Trust recognized expenses of
approximately $27,500 representing VKAC's cost of providing accounting and legal
services to the Trust.
Certain officers and trustees of the Trust are also officers and directors
of VKAC. The Trust does not compensate its officers or trustees who are officers
of VKAC.
The Trust has implemented deferred compensation and retirement plans for its
trustees. Under the deferred compensation plan, trustees may elect to defer all
or a portion of their compensation to a later date. The retirement plan covers
those trustees who are not officers of VKAC.
At October 31, 1996, VKAC owned 6,700 common shares of the Trust.
3. INVESTMENT TRANSACTIONS
During the period, the cost of purchases and proceeds from sales of investments,
excluding short-term investments, were $29,809,653 and $29,730,465,
respectively.
4. PREFERRED SHARES
The Trust has outstanding 900 Auction Preferred Shares ("APS"). Dividends are
cumulative and the dividend rate is currently reset every seven days through an
auction process. The rate in effect on October 31, 1996, was 3.00%. During the
year ended October 31, 1996, the rates ranged from 3.00% to 4.75%.
The Trust pays annual fees equivalent to .25% of the preferred share
liquidation value for the remarketing efforts associated with the preferred
auctions. These fees are included as a component of Preferred Share Maintenance
expense.
The APS are redeemable at the option of the Trust in whole or in part at the
liquidation value of $50,000 per share plus accumulated and unpaid dividends.
The Trust is subject to certain asset coverage tests and the APS are subject to
mandatory redemption if the tests are not met.
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REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Trustees and Shareholders of
Van Kampen American Capital Pennsylvania Value Municipal Income Trust:
We have audited the accompanying statement of assets and liabilities of Van
Kampen American Capital Pennsylvania Value Municipal Income Trust (the "Trust"),
including the portfolio of investments, as of October 31, 1996, and the related
statement of operations for the year then ended, the statement of changes in net
assets for each of the two years in the period then ended, and the financial
highlights for each of the periods presented. These financial statements and
financial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1996, by correspondence with the custodian and broker. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of Van
Kampen American Capital Pennsylvania Value Municipal Income Trust as of October
31, 1996, the results of its operations for the year then ended, the changes in
its net assets for each of the two years in the period then ended, and the
financial highlights for each of the periods presented, in conformity with
generally accepted accounting principles.
KPMG Peat Marwick LLP
Chicago, Illinois
November 27, 1996
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<PAGE> 16
DIVIDEND REINVESTMENT PLAN
The Trust offers a dividend reinvestment plan (the "Plan") pursuant to which
Common Shareholders may elect to have dividends and capital gains distributions
reinvested in Common Shares of the Trust. The Trust declares dividends out of
net investment income, and will distribute annually net realized capital gains,
if any. Common Shareholders may join or withdraw from the Plan at any time.
If you decide to participate in the Plan, State Street Bank and Trust
Company, as your Plan Agent, will automatically invest your dividends and
capital gains distributions in Common Shares of the Trust for your account.
HOW TO PARTICIPATE
If you wish to participate and your shares are held in your own name, call
1-800-341-2929 for more information and a Plan brochure. If your shares are held
in the name of a brokerage firm, bank, or other nominee, you should contact your
nominee to see if it would participate in the Plan on your behalf. If you wish
to participate in the Plan, but your brokerage firm, bank or nominee is unable
to participate on your behalf, you should request that your shares be re-
registered in your own name which will enable your participation in the Plan.
HOW THE PLAN WORKS
Participants in the Plan will receive the equivalent in Common Shares valued on
the valuation date, generally at the lower of market price or net asset value,
except as specified below. The valuation date will be the dividend or
distribution payment date or, if that date is not a trading day on the national
securities exchange or market system on which the Common Shares are listed for
trading, the next preceding trading day. If the market price per Common Share on
the valuation date equals or exceeds net asset value per Common Share on that
date, the Trust will issue new Common Shares to participants valued at the
higher of net asset value or 95% of the market price on the valuation date. In
the foregoing situation, the Trust will not issue Common Shares under the Plan
below net asset value. If net asset value per Common Share on the valuation date
exceeds the market price per Common Share on that date, or if the Board of
Trustees should declare a dividend or capital gains distribution payable to the
Common Shareholders only in cash, participants in the Plan will be deemed to
have elected to receive Common Shares from the Trust valued at the market price
on that date. Accordingly, in this circumstance, the Plan Agent will, as agent
for the participants, buy the Trust's Common Shares in the open market for the
participants' accounts on or shortly after the payment date. If, before the Plan
Agent has completed its purchases, the market price exceeds the net asset value
per share of the Common Shares, the average per share purchase price paid by the
Plan Agent may exceed the net asset value of the Trust's Common Shares,
resulting in the acquisition of fewer Common Shares than if the dividend or
distribution had been paid in Common Shares issued by the Trust. All
reinvestments are in full and fractional Common Shares and are carried to three
decimal places.
Experience under the Plan may indicate that changes are desirable.
Accordingly, the Trust reserves the right to amend or terminate the Plan as
applied to any dividend or distribution paid subsequent to written notice of the
changes sent to all Common Shareholders of the Trust at least 90 days before the
record date for the dividend or distribution. The Plan also may be amended or
terminated by the Plan Agent by at least 90 days written notice to all Common
Shareholders of the Trust.
COSTS OF THE PLAN
The Plan Agent's fees for the handling of the reinvestment of dividends and
distributions will be paid by the Trust. However, each participant will pay a
pro rata share of brokerage commissions incurred with respect to the Plan
Agent's open market purchases in connection with the reinvestment of dividends
and distributions. No other charges will be made to participants for reinvesting
dividends or capital gains distributions, except for certain brokerage
commissions, as described above.
TAX IMPLICATIONS
You will receive tax information annually for your personal records and to help
you prepare your federal income tax return. The automatic reinvestment of
dividends and capital gains distributions does not relieve you of any income tax
which may be payable on dividends or distributions.
RIGHT TO WITHDRAW
Plan participants may withdraw at any time by calling 1-800-341-2929 or by
writing State Street Bank and Trust Company, P.O. Box 8200, Boston, MA
02266-8200. If you withdraw, you will receive, without charge, a share
certificate issued in your name for all full Common Shares credited to your
account under the Plan and a cash payment will be made for any fractional Common
Share credited to your account under the Plan. You may again elect to
participate in the Plan at any time by calling 1-800-341-2929 or writing to the
Trust at:
Van Kampen American Capital
Attn: Closed-End Funds
2800 Post Oak Blvd.
Houston, TX 77056
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<PAGE> 17
FUNDS DISTRIBUTED BY VAN KAMPEN AMERICAN CAPITAL
GLOBAL AND
INTERNATIONAL
Global Equity Fund
Global Government Securities Fund
Global Managed Assets Fund
Short-Term Global Income Fund
Strategic Income Fund
EQUITY
Growth
Aggressive Growth Fund
Emerging Growth Fund
Enterprise Fund
Pace Fund
Growth & Income
Balanced Fund
Comstock Fund
Equity Income Fund
Growth and Income Fund
Harbor Fund
Real Estate Securities Fund
Utility Fund
FIXED INCOME
Corporate Bond Fund
Government Securities Fund
High Income Corporate Bond Fund
High Yield Fund
Limited Maturity Government Fund
Prime Rate Income Trust
Reserve Fund
U.S. Government Fund
U.S. Government Trust for Income
TAX-FREE
California Insured Tax Free Fund
Florida Insured Tax Free
Income Fund
High Yield Municipal Fund
Insured Tax Free Income Fund
Intermediate Term Municipal
Income Fund
Municipal Income Fund
New Jersey Tax Free Income Fund
New York Tax Free Income Fund
Pennsylvania Tax Free Income Fund
Tax Free High Income Fund
Tax Free Money Fund
THE GOVETT FUNDS
Emerging Markets Fund
Global Income Fund
International Equity Fund
Latin America Fund
Pacific Strategy Fund
Smaller Companies Fund
Ask your investment representative for a prospectus containing more complete
information, including sales charges and expenses. Please read it carefully
before you invest or send money. Or call us direct at 1-800-341-2911 weekdays
from 7:00 a.m. to 7:00 p.m. Central time.
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<PAGE> 18
VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
BOARD OF TRUSTEES
DAVID C. ARCH
ROD DAMMEYER
HOWARD J KERR
DENNIS J. MCDONNELL*--Chairman
THEODORE A. MYERS
HUGO F. SONNENSCHEIN
WAYNE W. WHALEN*
OFFICERS
DENNIS J. MCDONNELL*
President
RONALD A. NYBERG*
Vice President and Secretary
EDWARD C. WOOD, III*
Vice President and Chief Financial Officer
CURTIS W. MORELL*
Vice President and Chief Accounting Officer
JOHN L. SULLIVAN*
Treasurer
TANYA M. LODEN*
Controller
PETER W. HEGEL*
Vice President
INVESTMENT ADVISER
VAN KAMPEN AMERICAN CAPITAL
INVESTMENT ADVISORY CORP.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
CUSTODIAN AND
TRANSFER AGENT
STATE STREET BANK
AND TRUST COMPANY
225 Franklin Street
P.O. Box 1713
Boston, Massachusetts 02105
LEGAL COUNSEL
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM
333 West Wacker Drive
Chicago, Illinois 60606
INDEPENDENT ACCOUNTANTS
KPMG PEAT MARWICK LLP
Peat Marwick Plaza
303 East Wacker Drive
Chicago, Illinois 60601
* "Interested" persons of the Trust, as defined in the Investment Company Act of
1940.
(C) Van Kampen American Capital Distributors, Inc., 1996 All rights reserved.
(SM) denotes a service mark of Van Kampen American Capital Distributors, Inc.
RESULTS OF SHAREHOLDER VOTES
An Annual Meeting of Shareholders of the Trust was held on May 23, 1996, where
shareholders voted on the election of trustees and the selection of independent
public accountants. With regard to the election of Don G. Powell as elected
trustee by the common shareholders of the Trust, 3,190,809 shares voted in his
favor, 67,890 withheld. With regard to the election of Hugo F. Sonnenschein as
elected trustee by the common shareholders of the Trust, 3,191,237 shares voted
in his favor, 67,462 withheld. With regard to the election of Theodore A. Myers
as elected trustee by the preferred shareholders of the Trust, 897 shares voted
in his favor, 0 withheld. With regard to the ratification of KPMG Peat Marwick
LLP as independent public accountants for the Trust, 3,190,111 voted in favor,
15,707 voted against and 53,778 abstained.
A Special Meeting of Shareholders of the Trust was held on October 23, 1996,
where shareholders voted on a new investment advisory agreement and changes to
investment policies. With regard to the approval of a new investment advisory
agreement between Van Kampen American Capital Investment Advisory Corp. and the
Trust, 3,468,665 shares voted for the proposal, 67,586 voted against and 140,887
abstained. With regard to the approval of certain changes to the Trust's
fundamental investment policies with respect to investment in other investment
companies, 1,844,300 shares voted for the proposal, 68,995 voted against and
147,026 abstained.
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