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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 17, 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 and Treasurer
Sierra Prime Income Fund
9301 Corbin Avenue, Suite 333
Northridge, CA 91324
(818) 725-0228
(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
December 16, 1996
(Date Tender Offer First Published,
Sent or Given to Security
Holders)
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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") 124,444 of the Fund's Class A Common Shares (the "Class
A Shares") originally filed with the Securities and Exchange Commission
("Commission" or "SEC") on December 16, 1996, is made pursuant to Rule
13e-4(c)(2) under the Securities Exchange Act of 1934 for the purpose of
extending the tender offer period ten (10) business days to January 31, 1997.
As of January 16, 1997, there were 23,480 Class A Shares tendered to
the Fund for repurchase at the Fund's net asset value per share.
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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
January 17, 1997 /s/ Keith B. Pipes
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Keith B. Pipes
Executive Vice President and Treasurer
