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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(c)(1) of the Securities Exchange Act of 1934)
(Amendment No. 1)
WM Prime Income Fund
(Name of Issuer)
WM 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 (old)
928968-106 (new)
(CUSIP Number of Class of Securities)
William G. Papesh
President & Chief Executive Officer
WM Prime Income Fund
601 West Main Avenue Suite 300
Spokane, WA 99201
(509) 353-3400
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
Copies to:
J. B. Kittredge, Esq.
Ropes & Gray
One International Place
Boston, MA 02110
(617) 951-7392
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March 3, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule 13E-4
of the WM Prime Income Fund, formerly known as the Sierra Prime Income Fund (the
"Fund"), relating to an offer to purchase (the "Offer") 151,223 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 3, 1998,
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 April 3, 1998
(the "Expiration Date"). Pursuant to the Offer, 59,561.152 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 $595,611.52.
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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.
WM PRIME INCOME FUND
April 9, 1998 /s/ William G. Papesh
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William G. Papesh
President and Chief Executive Officer
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