Van Kampen American Capital Group, Inc.
Proposed Ticker: - One Parkview Plaza
Exchange: New York Stock Exchange Oakbrook Terrace, Illinois 60181
Industry: Financial (708) 684-6000

All share information is proposed
Type of Shares:Class A Common Shares Filing Date:6/6/96
U.S. Shares Filed:0 Filing Price: -
Non-U.S. Shares Filed:0 Offering Amount: $250,000,000
Primary Shares:0 Expenses: -
Secondary Shares:0 Shs Out After:

ManagerTierPhone
Merrill Lynch & Co.Lead Manager (212) 449-4600
Goldman, Sachs & Co.Co-manager (212) 902-1172

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/95 3/31/96
Revenue:$297.70$82.20$67.80Assets:$1,046.10
Net Income:$29.90$15.20$5.90Liabilities:$652.90
EPS:Equity:$393.20

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is a leading marketer and provider of investment advisory and administrative services to open-end and closed-end funds, unit investment trusts and institutional clients. As of march 31, 1996, the company had more than $57 billion of assets under management and/or supervision, including approximately $40 billion in 65 open-end equity and fixed income funds, 36 closed-end funds and the Van Kampen American Capital Prime Rate Income Trust. The company was formed through the combination in December 1994 of the Van Kampen Merritt Companies, Inc. and American Capital Management & Research, Inc., which was founded in 1926 as one of the first investment management companies in the United States. This transaction significantly expanded and upgraded the product offering, distribution and service capabilities of both firms by (i) combining American Capital's expertise and reputation in equity products and investor services with the company's expertise and reputation in tax-exempt and taxable fixed income products and (ii) enabling each firm to cross-sell through the other firm's major distributors, given the limited overlap between the two firms' major distributors, given the limited overlap between the two firms' major distributors prior to the transaction.

Use of Proceeds
Proceeds from the proposed offering will be distributed to the selling shareholder.

Last updated: 10/28/96

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