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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 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. 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) 725-0222
(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)
CALCULATION OF FILING FEE
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Transaction Valuation: $1,170,680 Amount of Filing Fees: $234.14
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(a) Calculated as the aggregate maximum purchase price to be paid for 117,068
shares in the offer.
(b) Calculated as 1/50 of 1% of the Transaction Valuation.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: __________________________
Form or Registration No.: ________________________
Filing Party: ____________________________________
Date Filed: ______________________________________
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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") 117,068 of the Fund's Class A Common Shares (the "Class
A Shares") originally filed with the Securities and Exchange Commission
("Commission" or "SEC") on March 12, 1997, 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 May 9, 1997. The Fund is
extending the tender offer period in order to increase its original Offer by
117,068 Class A Shares of 10% of the outstanding Class A Shares of the Fund so
that the total Offer to purchase amounts to 234,136 Class A Shares or 20% of
the outstanding Class A Shares of the Fund.
As of April 24, 1997, there were 161,317.988 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
/s/ F. Brian Cerini
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F. Brian Cerini
Chairman and President
April 24, 1997
