<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1997
- -------------------------------------------------------------------------------
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)
Keith B. Pipes
Executive Vice President, Treasurer and Secretary
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:
Richard W. Grant, Esq.
Jeffrey P. Burns, Esq.
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103
215-963-5000
June 11, 1997
(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 the Sierra Prime Income Fund ("the Fund"), relating to an offer to
purchase (the "Offer") 148,084 of the Fund's Class A Common Shares (the "Class
A Shares") and originally filed with the Securities and Exchange Commission
("Commission" or "SEC") on June 11, 1997, 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 11,
1997 (the "Expiration Date"). Pursuant to the Offer, 156,144.304 shares were
tendered, all of which were accepted by the Fund for repurchase at a net asset
value of $10.00 per share, for an aggregate purchase price of $1,561,443.04.
<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
July 21, 1997 /s/ Keith B. Pipes
-------------------------------------------------
Keith B. Pipes
Executive Vice President, Treasurer and Secretary
