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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Schedule 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(AMENDMENT NO. 4)
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PROMETHEUS INCOME PARTNERS
(Name of Subject Company)
PROM INVESTMENT PARTNERS L.L.C.
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class
of Securities)
742941 10 7
(CUSIP Number of Class
of Securities)
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W. Edward Scheetz
Prom Investment Partners L.L.C.
1301 Avenue of the Americas, 38th Floor
New York, NY 10019
Copy to:
Peter M. Fass
Steven L. Lichtenfeld
Battle Fowler LLP
75 East 55th Street
New York, NY 10022
(212) 856-7000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
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Transaction Amount of
Valuation* Filing Fee
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$4,410,000 $882.00
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*For purposes of calculating the filing fee only. This amount assumes
the purchase of 9,000 units of limited partnership interest ("Units") of the
subject company for $490 per Unit in cash.
{X} 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 date
of its filing.
Amount previously paid: 864.00
Form or registration no.: Schedule 14D-1
Filing party: Prom Investment Partners L.L.C.
Date filed: October 18, 1996
(Continued on following pages)
(Page 1 of 5 pages)
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Cusip No.: 742941 10 7 14D-1 Page 2 of 5
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PROM INVESTMENT PARTNERS L.L.C.
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) { }
(b) { }
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3. SEC Use Only
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4. Sources of Funds (See Instructions)
AF; WC
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f)
[ ]
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
5 Units of Limited Partnership Interest
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8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
[ ]
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9. Percent of Class Represented by Amount in Row (7)
Less than 1%
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10. Type of Reporting Person (See Instructions)
OO
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AMENDMENT NO. 4 TO SCHEDULE 14D-1
This Amendment No. 4 amends the Tender Offer Statement on Schedule 14D-1
filed by Prom Investment Partners L.L.C., a Delaware limited liability company
(the "Purchaser"), with the Securities and Exchange Commission on October 18,
1996, as amended by Amendment No. 1 filed on November 12, 1996, Amendment No. 2
filed on November 27, 1996 and Amendment No. 3 filed on December 5, 1996,
relating to the tender offer by the Purchaser to purchase up to 9,000 of the
issued and outstanding units of limited partnership interest ("Units") of
Prometheus Income Partners, a California limited partnership (the
"Partnership"), to include the information set forth below. Terms not
otherwise defined herein shall have the meaning ascribed to them in the
Schedule 14D-1 and the Offer to Purchase.
ITEM 1. SECURITY AND SUBJECT COMPANY.
Item 1(b) is hereby supplemented and amended as follows:
The Purchase Price has been increased to $490 per Unit, net to the
seller in cash, without interest thereon and automatically reduced by the
aggregate amount of distributions per Unit, if any, made or declared by the
Partnership after October 18, 1996 and on or prior to the Expiration Date, upon
the terms and subject to the conditions set forth in the Offer.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4(a) is hereby supplemented and amended as follows:
The total amount of the funds necessary to purchase the maximum number
of Units sought pursuant to the Offer has been increased to $4,410,000.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby supplemented and amended as follows:
The information set forth in the letter to Unitholders and the press
release dated December 10, 1996, copies of which are attached hereto as
Exhibits (a)(16) and (a)(17), respectively, is incorporated herein in its
entirety by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby supplemented and amended by adding the following,
copies of which are attached hereto as exhibits:
99.(a)(16) Letter, dated December 10, 1996, from Prom Investment
Partners L.L.C. to holders of Units.
99.(a)(17) Press Release dated December 10, 1996.
3
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SIGNATURES
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.
Dated: December 10, 1996
PROM INVESTMENT PARTNERS L.L.C.
By: AP-GP Prom Partners Inc., its
managing member
By: /s/ Richard Mack
----------------------------
Name: Richard Mack
Title: Vice President
4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. TITLE
- ----------- -----
<S> <C>
99.(a)(16) Letter, dated December 10, 1996, from Prom Investment
Partners L.L.C. to holders of Units
99.(a)(17) Press Release dated December 10, 1996
</TABLE>
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EXHIBIT 99.(a)(16)
PROM INVESTMENT PARTNERS INCREASES
OFFER PRICE TO PURCHASE UNITS OF
PROMETHEUS INCOME PARTNERS TO
$490
OFFER EXTENDED TO TUESDAY, DECEMBER 24, 1996
Prom Investment Partners L.L.C. has increased its offer to
purchase Units of Prometheus Income Partners (the "Partnership") to $490 PER
UNIT. This price exceeds the amended offer, dated December 9, 1996 (the
"Affiliated Tender Offer"), made by PIP Partners-General LLC ("PIP"), an
affiliate of Sanford N. Diller and the general partner (the "General Partner")
of the Partnership. In considering our Offer as compared to the Affiliated
Tender Offer, please consider the following:
o $490 IS THE HIGHEST PRICE. OUR OFFER IS HIGHER THAN THE OFFER
MADE BY THE GENERAL PARTNER'S AFFILIATE.
o YOU CAN REVOKE YOUR PRIOR TENDER TO PIP, WHICH WAS FOR LESS
MONEY. If you have already tendered your Units to PIP but would
like to receive more money per Unit pursuant to our Offer, we
have previously sent to you a Notice of Withdrawal so that you
may be able to withdraw your prior acceptance of PIP's offer.
o THE SPECIAL COMMITTEE MAY NOT BE INDEPENDENT. The General Partner
formed the Special Committee to evaluate our Offer. However,
according to the Partnership's 14D-9, the only members of the
Special Committee are officers and employees of the General
Partner, which, like PIP, is owned and/or controlled by Sanford
N. Diller. We believe that you should evaluate the conclusions
of the Special Committee in light of this potential conflict of
interest.
o THE PARTNERSHIP CONTINUES TO SPEND YOUR MONEY ON THE AFFILIATED
TENDER OFFER. According to the Affiliated Tender Offer
documents, approximately $145,000 has been spent in connection
with the Affiliated Tender Offer through November 6, 1996, all of
which is, according to the General Partner, reimbursable by the
Partnership. WE ARE PAYING OUR OWN EXPENSES.
o "HARDBOARD SIDING PROBLEM" or "VALUATION PROBLEM". The
Partnership reports that the Partnership's properties currently
suffer from a hardboard siding problem which could have a major
impact on the value and marketability of the Partnership
properties, and hence the value of the Units. However, the
Affiliated Tender Offer documents indicate that the oral report
prepared for the Special Committee by E&Y Kenneth Leventhal Real
Estate Group did not take into account any potential impact of
the hardboard siding problem.
IN THE EVENT YOU HAVE ALREADY TENDERED YOUR UNITS TO PIP BUT
WOULD LIKE TO RECEIVE MORE MONEY PER UNIT PURSUANT TO OUR OFFER, WE HAVE
PREVIOUSLY SENT TO YOU A NOTICE OF WITHDRAWAL SO THAT YOU MAY BE ABLE TO
WITHDRAW YOUR PRIOR ACCEPTANCE OF PIP'S OFFER. In the event you receive any
other offers, please contact The Herman Group at (800) 992-6176 before signing
any documentation. IF YOU PREVIOUSLY TENDERED YOUR UNITS TO US, YOU WILL
AUTOMATICALLY RECEIVE THE HIGHER PRICE WITHOUT TAKING ANY FURTHER ACTION. If
you have not yet tendered your Units to us (or have now withdrawn your
acceptance of PIP's offer and would like to tender to us), please mail or fax a
completed and executed copy of the Letter of Transmittal previously provided to
you and any documents required by the Letter of Transmittal to The Herman Group
using the enclosed pre-addressed, postage paid envelope at the address listed
below. If you have any questions or comments, please call The Herman Group at
(800) 992-6176.
THE HERMAN GROUP, INC.
2121 San Jacinto Street, 26th Floor
Dallas, Texas 75201
Facsimile No. (214) 999-9348 or (214) 999-9323
For information call 1-800-992-6176
December 10, 1996 PROM INVESTMENT PARTNERS L.L.C.
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EXHIBIT 99.(a)(17)
FOR IMMEDIATE RELEASE
Contact: The Herman Group, Inc.
800-992-6176
Attention: Sherri Herman
PROM INVESTMENT PARTNERS INCREASES OFFER PRICE TO
$490 PER UNIT OF PROMETHEUS INCOME PARTNERS
NEW YORK, NEW YORK (December 10, 1996) -- PROM INVESTMENT PARTNERS
L.L.C. has announced that the purchase price in its offer to purchase
outstanding units of limited partnership interest of Prometheus Income Partners
(the "Partnership") has been increased to $490 per Unit. The increased
purchase price by Prom Investment Partners is higher than the price offered by
an affiliate of the Partnership's general partner. Unitholders who have
tendered their Units to Prom Investment Partners will automatically receive the
benefit of the $490 purchase price and need not take any further action.
Prom Investment Partners' offer has also been extended and is now
scheduled to expire at 12:00 midnight, New York City time, on December 24,
1996. As of the close of business on December 9, 1996, Prom Investment
Partners reasonably believed that approximately 882 Units had been tendered to
it and not withdrawn.
For additional information, contact The Herman Group, Inc., the
Information Agent/Depositary for Offer by Prom Investment Partners, at 800-992-
6176.
