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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 1997
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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 & 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
March 12, 1997
(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 the Sierra Prime Income Fund (the "Fund"), relating to an offer to
purchase (the "Offer") 234,136 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 March 12, 1997, constitutes the final amendment
pursuant to Rule 13e-4(c)(3) under the Securities Exchange Act or 1934 and
General Instruction D of Schedule 13e-4.
The Offer terminated at 6:00 P.M. (Pacific Standard Time) on May 9,
1997 (the "Expiration Date"). The original Offer was increased by 117,068
shares to total 234,136 Class A Shares of the Fund and was extended for a
period of ten (10) business days as previously indicated in Amendment No. 1 to
the Issuer Tender Offer Statement on Schedule 13E-4 filed with the Commission
on April 25, 1997.
Pursuant to the Offer, 201,482.858 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 $2,014,828.58.
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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
/s/ KEITH B. PIPES
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May 20, 1997 Keith B. Pipes
Executive Vice President,
Treasurer and Secretary
