-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DJJJQ1C+wTiTMx1PCYDRLjmr3n3pzqqQPwbT3YZtOu+ZKOUP5/jmfkr80JhpmGoi KueFHMwjoURStpZqgUrNbg== 0000950137-03-001232.txt : 20030228 0000950137-03-001232.hdr.sgml : 20030228 20030228162946 ACCESSION NUMBER: 0000950137-03-001232 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030228 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VAN KAMPEN SENIOR FLOATING RATE FUND CENTRAL INDEX KEY: 0001052136 IRS NUMBER: 364201397 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53917 FILM NUMBER: 03587077 BUSINESS ADDRESS: STREET 1: ONE PARKVIEW PLAZA STREET 2: VAN KAMPEN INVESTMENTS INC CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 BUSINESS PHONE: 6306846774 MAIL ADDRESS: STREET 1: ONE PARKVIEW PLAZA STREET 2: VAN KAMPEN INVESTMENTS INC CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND DATE OF NAME CHANGE: 19971230 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VAN KAMPEN SENIOR FLOATING RATE FUND CENTRAL INDEX KEY: 0001052136 IRS NUMBER: 364201397 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: ONE PARKVIEW PLAZA STREET 2: VAN KAMPEN INVESTMENTS INC CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 BUSINESS PHONE: 6306846774 MAIL ADDRESS: STREET 1: ONE PARKVIEW PLAZA STREET 2: VAN KAMPEN INVESTMENTS INC CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND DATE OF NAME CHANGE: 19971230 SC TO-I/A 1 c75039sctoviza.txt AMENDMENT TO ISSUER TENDER OFFER STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 2003 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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. 1221 Avenue of the Americas New York, NY 10020 (212) 762-5260 (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 $97,425,344(a) Amount of Filing Fees: $8,963.13(b) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (a) Calculated as the aggregate maximum purchase price to be paid for 13,165,587 shares in the offer. (b) Calculated as 0.0092% of the Transaction Valuation, previously paid. [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: $8,963.13 Form or Registration No.: Schedule TO Filing Party: Van Kampen Senior Floating Rate Fund Date Filed: January 17, 2003 [ ] 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 January 17, 2003, by Van Kampen Senior Floating Rate Fund (the "Trust"), with respect to the tender offer to purchase 13,165,587 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 4,005,892. All 4,005,892 such shares were purchased in their entirety at the price of $7.34 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 February 28, 2003 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: February 28, 2003 /s/ A. Thomas Smith III ------------------------------------ A. Thomas Smith III, Vice President and Secretary 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 January 17, 2003.* (a)(6) Text of completion Press Release dated February 28, 2003.+ (b)(1) Fifth 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 8, 2002.* (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 January 17, 2003. 3 EX-99.(A)(6) 3 c75039exv99wxayx6y.txt EXHIBIT 99.(A)(6) EXHIBIT (a) (6) Text of Press Release Dated February 28, 2003 NEWS RELEASE FOR MORE INFORMATION CONTACT: Lou Anne D. McInnis or Natasha Kassian 800/869-6397 800/869-6397 VAN KAMPEN SENIOR FLOATING RATE FUND COMPLETES TENDER OFFER FOR ITS COMMON SHARES CHICAGO (February 28, 2003) -- Van Kampen Senior Floating Rate Fund announced today the final results of its tender offer for up to 13,165,587 of its outstanding common shares of beneficial interest. The offer expired at 12:00 Midnight, Eastern Time, on February 14, 2003. The Fund said that 4,005,892 common shares, as of the expiration of the tender offer, were validly tendered through the stated expiration date. All 4,005,892 common shares tendered were purchased at a price of $7.34 per common share, the net asset value at the time the offer expired. Payment for the shares purchased was mailed prior to the date hereof. As indicated in the Fund's current prospectus, the Board of Trustees of the Fund currently intends, each quarter, to consider authorizing the Fund to make a tender offer for its common shares in order to attempt to provide liquidity to its investors. The Fund commenced operations on March 27, 1998 and had total net assets of approximately $294 million as of February 14, 2003. Van Kampen Senior Floating Rate Fund is advised and distributed by subsidiaries of Van Kampen Investments Inc. ("Van Kampen"). Van Kampen is one of the nation's largest investment management companies with more than $65 billion in assets under management or supervision, as of January 31, 2003. With roots in money management dating back to 1927, Van Kampen has helped more than four generations of investors work toward their financial goals. Headquartered in the Chicagoland area, Van Kampen is a wholly owned subsidiary of Morgan Stanley. (NYSE: MWD). # # # For more complete information, including risk considerations, fees, sales charges and ongoing expenses, please contact your financial advisor for a prospectus or download one at www.vankampen.com. Please read it carefully before you invest or send money. Copyright (C) 2003 Van Kampen Funds Inc. All Rights Reserved 3172D02-ANS-02/03 Member NASD/SIPC. -----END PRIVACY-ENHANCED MESSAGE-----