<PAGE> 1
As filed with the Securities and Exchange Commission November 6, 1996
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
(Amendment No. 1)
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
September 23, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE> 2
This Amendment No. 1 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") 124,406 of the Fund's Class A Common Shares (the "Class A Shares")
and originally filed with the Securities and Exchange Commission on September
23, 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 October 25,
1996 (the "Expiration Date"). Pursuant to the Offer, 44,043.107 shares were
tendered, all of which were accepted by the Fund for repurchase at a net asset
value of 10.01 per share, as determined as of the close of the New York Stock
Exchange on the Expiration Date, for an aggregate purchase price of $440,871.52.
<PAGE> 3
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
November 6, 1996 /s/ F. BRIAN CERINI
-------------------------------------
F. Brian Cerini
Chairman and President
