As filed with the Securities and Exchange Commission on June 18, 1997
Securities Act File No. 005-40894
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)
Barry Fink, 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)
June 18, 1997
(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 May
12, 1997 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 May
14, 1997 (the "Offer to Purchase") and the related Letter of
Transmittal (which together constituted the "Offer") expired at
12:00 midnight, New York City time on June 13, 1997.
(b) 1,946,137.694 common shares, or approximately 1.59% of
the then outstanding common shares, were validly tendered through
the expiration date and were not withdrawn and were purchased by
the Trust at a price of $9.95 per common share, the net asset value
of the common shares at the time the offer expired.
(c) The Schedule 13E-4 is hereby terminated.
Page 2
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
Barry Fink
Vice President and Secretary
June 18, 1997
Page 3
