SC TO-I/A 1 c73323a1sctoviza.txt AMENDMENT TO ISSUER TENDER OFFER STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 27, 2002 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE TO ISSUER TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) VAN KAMPEN SENIOR FLOATING RATE FUND (NAME OF ISSUER) VAN KAMPEN SENIOR FLOATING RATE FUND (NAME OF PERSON(S) FILING STATEMENT) Common Shares of Beneficial Interest, Par Value $0.01 per Share (Title of Class of Securities) 920960-101 (CUSIP Number of Class of Securities) A. Thomas Smith III Vice President and Secretary Van Kampen Investments Inc. 1 Parkview Plaza P.O. Box 5555 Oakbrook Terrace, IL 60181-5555 (630) 684-6000 (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 W. Wacker Drive Chicago, Illinois 60606 (312) 407-0700 CALCULATION OF FILING FEE -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Transaction Valuation $110,248,993(a) Amount of Filing Fees: $10,142.91(b) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (a) Calculated as the aggregate maximum purchase price to be paid for 14,544,722 shares in the offer. (b) Calculated as 0.0092% of the Transaction Valuation. [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: $10,142.91 Form or Registration No.: Schedule TO Filing Party: Van Kampen Senior Floating Rate Fund Date Filed: October 18, 2002 [ ] 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. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- This Amendment No. 1 to the Issuer's Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on October 18, 2002, by Van Kampen Senior Floating Rate Fund (the "Trust"), with respect to the tender offer to purchase 14,544,722 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 4,535,066. All 4,535,066 such shares were purchased in their entirety at the price of $7.38 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 November 27, 2002 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 SENIOR FLOATING RATE FUND Dated: November 27, 2002 /s/ A. Thomas Smith III ------------------------------------ A. Thomas Smith III, Vice President EXHIBIT INDEX
EXHIBIT DESCRIPTION ------- ----------- (a)(1)(i) Advertisement printed in The Wall Street Journal.* (ii) Offer to Purchase (including Financial Statements).* (a)(2) Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number).* (a)(3)(i) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (ii) Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (iii) Form of Letter to Selling Group Members.* (iv) Form of Operations Notice.* (a)(4) Form of Letter to Shareholders who have requested Offer to Purchase.* (a)(5) Text of Press Release dated October 18, 2002.* (a)(6) Text of completion Press Release dated November 27, 2002.+ (b)(1) Fourth 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 American, N.A., as agent, dated as of November 9, 2001.* (d)(1) Investment Advisory Agreement between Van Kampen Senior Floating Rate Fund and Van Kampen Investment Advisory Corp., dated as of December 19, 1997.* (d)(2) Administration Agreement between Van Kampen Senior Floating Rate Fund and Van Kampen Investments Inc., dated as of December 19, 1997.* (d)(3) Offering Agreement between Van Kampen Senior Floating Rate Fund and Van Kampen Funds Inc., dated as of December 19, 1997.* (d)(4) Service Plan of Van Kampen Senior Floating Rate Fund.* (g)-(h) Not applicable.
+ Filed herewith * Previously filed in the Trust's Schedule TO filed with the Securities and Exchange Commission on October 18, 2002. 3