As filed with the Securities and Exchange Commission on January 2, 1997
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)
January 2, 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
November 19, 1996 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
November 20, 1996 (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 December 20, 1996.
(b) 1,890,054 common shares, or approximately 1.81% 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expiration date and were not withdrawn and were purchased by the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 $9.94 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
/s/Sheldon Curtis
Sheldon Curtis
Vice President and Secretary
January 2, 1997
cc: Ruth Rossi
Randolph Koch
0548/L.1
