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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION JULY 18, 1996
File No. 5-46013
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
(Amendment No. 2)
Sierra Prime Income Fund
(Name of Issuer)
Sierra Prime Income Fund
(Name of Person(s) Filing Statement)
Class A Common Shares of Beneficial Interest with no par value
(Title of Class of Securities)
826461-105
(CUSIP Number of Class of Securities)
F. Brian Cerini
Chairman and President
Sierra Prime Income Fund
9301 Corbin Avenue, Suite 333
Northridge, CA 91324
(818) 725-0200
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
Copies to:
Lawrence J. Sheehan, Esq. Richard W. Grant, Esq.
O'Melveny & Myers Jeffrey P. Burns, Esq.
1999 Avenue of the Stars Morgan, Lewis & Bockius LLP
#700 2000 One Logan Square
Los Angeles, CA 90067 Philadelphia, PA 19103
310-553-6700 215-963-5000
June 3, 1996
(Date Tender Offer First Published,
Sent or Given to Security Holders)
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This Amendment No. 2 to the Issuer Tender Offer Statement on Schedule
13E-4 of Sierra Prime Income Fund ("the Fund"), relating to an offer to purchase
(the "Offer") 114,466 of the Fund's Class A Common Shares (the "Class A Shares")
and originally filed with the Securities and Exchange Commission on June 3,
1996, constitutes the final amendment pursuant to Rule 13e-4 (c)(3) under the
Securities Exchange Act of 1934 and General Instruction D of Schedule 13e-4.
The Offer terminated at 6:00 P.M. (Pacific Standard Time) on July 5,
1996 (the "Expiration Date"). Pursuant to the Offer, 38,168.552 shares were
tendered, all of which were accepted by the Fund for repurchase at a net asset
value of $10.00 per share, as determined as of the close of the New York Stock
Exchange on the Expiration Date, for an aggregate purchase price of $381,685.52.
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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.
SIERRA PRIME INCOME FUND
July 18, 1996 /s/ F. Brian Cerini
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F. Brian Cerini
Chairman and President
