As filed with the Securities and Exchange Commission September 13, 1995
Securities Act File No. 33-61341
Investment Company Act File No. 811-5898
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)
Prime Income Trust
(Name of Issuer)
Prime Income Trust
(Name of Person(s) Filing Statement)
Common Shares of Beneficial Interest, Par Value $.01 Per Share
(Title of Class of Securities)
920914-108
(CUSIP Number of Class of Securities)
Sheldon Curtis, Esq.
Prime Income Trust
Two World Trade Center
New York, NY 10048
(212) 392-1600
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
September 13, 1995
(Date of Amendment)
Page 1 of 3 Pages
This Amendment No. 1 to the Issuer's Tender Offer Statement on
Schedule 13E-4 that was electronically transmitted via EDGAR on
August 14, 1995 by Prime Income Trust (the "Trust"), with respect
to the tender offer to purchase up to 4,000,000 of the Trust's
outstanding common shares of beneficial interest, par value $.01
per share, amends such statement on Schedule 13E-4 to add the
following supplemental information:
(a) The offer contained in the Offer to Purchase, dated
August 16, 1995 (the "Offer to Purchase") and the related Letter of
Transmittal (which together constituted the "Offer") is hereby
amended to extend the expiration of the Offer until 12:00 midnight,
on Friday, September 15, 1995.
(b) A condition contained in Section 6 "Certain Conditions of
the Offer" in the Offer to Purchase has been amended to provide
that the determination, with respect to the sufficient liquidity of
the assets of the Trust, will be made in the "reasonable business"
judgment of the Trustees.
Page 2
PRIME/SEC/13E4.995/3
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.
PRIME INCOME TRUST
/s/Shedlon Curtis
Sheldon Curtis
Vice President and Secretary
September 13, 1995
PRIME/SEC/13E4.995/5
Page 3
