SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
SCHEDULE 14D-1/A
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(AMENDMENT NO. 3)
___________________
PROMETHEUS INCOME PARTNERS, a California limited partnership
(Name of Subject Company)
PIP PARTNERS - GENERAL, LLC,
a California limited liability company
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
742941 10 7
(CUSIP Number of Class of Securities)
___________________
Mr. Sanford N. Diller
PIP PARTNERS - GENERAL, LLC
350 Bridge Parkway,
Redwood City, California 94065-1517
(415) 596-5300
Copy to:
Samuel H. Gruenbaum, Esq.
Cox, Castle & Nicholson, LLP
2049 Century Park East, Twenty-Eighth Floor
Los Angeles, California 90067
(310) 277-4222
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$4,410,000 $882
* 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: $873 Filing party: PIP Partners -
General, LLC
Form or registration no.: Schedule 14D-1/A Date filed:
December 9, 1996
(Continued on following pages)
(Page 1 of 5 pages)
1. Name of Reporting Person; S.S. or I.R.S. Identification No.
of Above Person
PIP PARTNERS - GENERAL, LLC, a California limited liability
company
_________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) (b)
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Sources of Funds (See Instructions)
AF; BK
_________________________________________________________________
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e)
or 2(f)
_________________________________________________________________
6. Citizenship or Place of Organization
California
_________________________________________________________________
7. Aggregate Amount Beneficially Owned by Each Reporting Person
No Units of Limited Partnership Interest; however, an
affiliate of the Bidder (i.e. the sole general partner of the
Subject Company) owns a 5% interest in the distributable cash
from operations of the Subject Company and 15% interest in the
net proceeds from the sale or other disposition of the properties
owned by the Subject Company, subject in both cases to certain
priorities of the limited partners of the Subject Company.
_________________________________________________________________
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
_________________________________________________________________
9. Percent of Class Represented by Amount in Row (7)
0% of the Limited Partnership Interests. 100% of the
general partnership interests of the Subject Company.
_________________________________________________________________
10. Type of Reporting Person (See Instructions)
00
AMENDMENT NO. 3 TO SCHEDULE 14D-1/A
This Amendment No. 3 amends the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission
("SEC") on November 8, 1996, as amended by Amendment No. 1 to
Schedule 14D-1 filed with the SEC on November 18, 1996, and as
further amended by Amendment No. 2 to Schedule 14D-1 filed with
the SEC on December 9, 1996, by PIP Partners - General, LLC, a
California limited liability company (the "Purchaser"), 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 information set forth in the Introduction to Supplement
No. 3 to the Offer to Purchase dated December 12, 1996, a copy of
which is attached hereto as Exhibit(a)(15) (the "Supplement"), is
incorporated herein in its entirety by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
SUBJECT COMPANY.
Item 3(b) is hereby supplemented and amended as follows:
The information set forth in Section 11 ("Background of the
Offer") of the Supplement is incorporated herein in its entirety
by reference.
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 Supplement, the related
Letter of Transmittal, the related letter to holders of Units,
the Notice of Withdrawal, and the press release dated December
13, 1996, copies of which are attached hereto as Exhibits
(a)(15), (a)(16), (a)(17), (a)(18) and (a)(19), 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:
(a)(15) Supplement to Offer to Purchase, dated December 12,
1996.
(a)(16) Letter of Transmittal.
(a)(17) Cover Letter, dated December 12, 1996, from PIP
PARTNERS - GENERAL, LLC to the holders of Units.
(a)(18) Notice of Withdrawal.
(a)(19) Press Release, dated December 13, 1996.
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 12, 1996
PIP PARTNERS - GENERAL, LLC, a California limited liability
company
By: PromHill, Inc., a California corporation, its
Manager
By:
Name: Sanford N. Diller
Title: President
EXHIBIT INDEX
EXHIBIT
NO. TITLE
(a)(15) Supplement to Offer to Purchase, dated December 12,
1996.
(a)(16) Letter of Transmittal.
(a)(17) Cover Letter, dated December 12, 1996, from PIP
PARTNERS - GENERAL, LLC to the holders of Units.
(a)(18) Notice of Withdrawal.
(a)(19) Press Release, dated December 13, 1996.
EXHIBIT (a)(15)
SUPPLEMENT NO. 3
to
OFFER TO PURCHASE FOR CASH
by
PIP PARTNERS - GENERAL, LLC,
AN AFFILIATE OF THE GENERAL PARTNER
$490 NET PER UNIT
UP TO 9,000 UNITS OF LIMITED PARTNERSHIP INTEREST
of
PROMETHEUS INCOME PARTNERS
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD, AS
SUPPLEMENTED HEREBY, WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK, NEW
YORK TIME,
ON JANUARY 3, 1997, UNLESS EXTENDED.
PIP PARTNERS - GENERAL, LLC, a California limited liability
company (the "Purchaser"), and an affiliate of the General
Partner (as defined below), hereby supplements and amends its
offer to purchase up to 9,000 of the issued and outstanding units
of limited partnership interest (the "Units") of Prometheus
Income Partners, a California limited partnership (the
"Partnership"), upon the terms and subject to the conditions set
forth in the Offer to Purchase dated November 8, 1996, as
supplemented and amended, this Supplement No. 3, and the related
Letter of Transmittal, as each may be amended from time to time.
The 9,000 Units sought pursuant to this Offer represent, to the
best knowledge of the Purchaser, approximately 47.4% of the Units
outstanding as of the date of this Offer. Capitalized terms used
but not otherwise defined in this Supplement shall have the
meanings ascribed to them in the Offer to Purchase.
TO THE HOLDERS OF UNITS OF LIMITED PARTNERSHIP
INTEREST OF PROMETHEUS INCOME PARTNERS:
INTRODUCTION
The Purchaser, PIP Partners-General, LLC, an affiliate of
the general partner of the Partnership (the "General Partner"),
hereby amends the Offer to increase the Purchase Price to $490
per Unit, net to the seller in cash, without interest thereon,
less the aggregate amount of distributions per Unit declared or
made by the Partnership after November 8, 1996 through and
including the date of payment of the Purchase Price for the Units
by the Purchaser, upon the terms and subject to the conditions
set forth in the Offer to Purchase, this Supplement, and in the
related Letter of Transmittal, as each may be supplemented,
modified or amended from time to time. Limited Partners who have
already tendered their Units to the Purchaser will automatically
receive the benefit of the $490 purchase price and need not take
any further action.
AS THE ACCEPTANCE OF UNITS TENDERED PURSUANT TO THIS OFFER
WILL OCCUR AFTER DECEMBER 31, 1996, THE POTENTIAL INCOME TAX GAIN
TO LIMITED PARTNERS WHO SELL THEIR UNITS PURSUANT TO THIS OFFER
WILL BE DEFERRED INTO THE 1997 TAX YEAR AND SUCH LIMITED PARTNERS
WILL HAVE NO SUCH GAIN FOR THE 1996 TAX YEAR.
THIS OFFER, WHICH IS BEING MADE BY AN AFFILIATE OF THE
GENERAL PARTNER OF THE PARTNERSHIP, IS THE SAME AS THE PURCHASE
PRICE CURRENTLY BEING OFFERED BY PROM INVESTMENT PARTNERS,
L.L.C., WHICH HAS NO AFFILIATION WITH THE PARTNERSHIP, BUT WHICH
IS AFFILIATED WITH APOLLO REALTY ADVISORS, PURSUANT TO A TENDER
OFFER (THE "APOLLO TENDER OFFER").
Before tendering, Limited Partners are urged to consider the
following factors:
The Special Committee of the Board of Directors of the
General Partner continues to urge that it is in the best interest
of the Partnership and the Limited Partners, and it will best
serve to protect the value of the Partnership Properties and the
value of the Units, to accept this Offer rather than accepting
the Apollo Tender Offer. The Purchaser, an affiliate of the
General Partner, will continue the General Partner as the general
partner of the Partnership, and hence the Partnership will have
the benefit of the skill, knowledge, and experience which
affiliates of the General Partner possess in dealing with the
hardboard siding problem currently facing the Partnership's
properties, Alderwood Apartments and Timberleaf Apartments (the
"Partnership Properties").
The Special Committee of the Board of Directors of the
General Partner continues to recommend that unless a Limited
Partner has a current or anticipated need or desire for
liquidity, it is in the best interest of the Limited Partners to
retain their Units (and not to tender to either the Purchaser or
Apollo) until the hardboard siding problem has been resolved.
THE SPECIAL COMMITTEE HAS THUS RECOMMENDED THAT THOSE
LIMITED PARTNERS WITH A CURRENT OR ANTICIPATED NEED OR DESIRE FOR
LIQUIDITY SHOULD TENDER THEIR UNITS TO THE PURCHASER, AN
AFFILIATE OF THE GENERAL PARTNER, PURSUANT TO THIS OFFER.
As disclosed in the Schedule 14D-9 filed by the
Partnership on November 4, 1996 with the Securities and Exchange
Commission ("SEC") (the "Partnership's Schedule 14D-9"): (a) the
Partnership 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, at the current time; and (b) the beneficial owner
of the Purchaser and the General Partner, Mr. Sanford N. Diller,
and his affiliates, have substantial knowledge, skill, and
experience in managing the many business and legal aspects of
this problem, including managing litigation against
manufacturers, insurers, subcontractors, and others as a result
thereof. The General Partner recently commenced such litigation
on behalf of the Partnership as a result of the Partnership's
hardboard siding problem. Testing and analysis to-date have
revealed the existence of the problem, as a result of which
further evaluation and testing, including invasive testing, are
being undertaken by the Partnership. At the present time, it is
not possible to predict with certainty the full amount of damages
and the ultimate cost to the Partnership of resolving the
problem.
The Purchaser advised Apollo of the seriousness of the
hardboard siding problem and the complexity of its resolution to
the best advantage of the Partnership. This included resolution
of the related litigation which the Partnership has commenced
against the manufacturer of the hardboard siding and others and
implementation and completion of the necessary repairs. It also
included the serious negative impact of the hardboard siding
problem on the current marketability and value of the Partnership
Properties and hence the value of the Units. The Purchaser
believes, as does the Special Committee of the Partnership, that
resolution of the hardboard siding problem is important to
realization by the Partnership and by limited partners of maximum
value for, respectively, the Partnership Properties and the
Units. The Purchaser believes that Apollo's prime focus is
liquidation of its investment at a profit as quickly as possible
through sale of the Partnership Properties and liquidation of the
Partnership or otherwise. The Purchaser, on the other hand,
believes that the General Partner should continue operating the
Partnership Properties in a prudent fashion and pursue resolution
of the hardboard siding problem as described above before seeking
to sell the properties and liquidate the Partnership.
The Apollo Tender Offer does not address the
importance to the Partnership and the limited partners of (1)
handling the hardboard siding problem as described above, or (2)
the skill, knowledge, and experience possessed by affiliates of
the General Partner, including Maxim Property Management, which
manages the Partnership Properties, in dealing with the hardboard
siding problem.
FOR THE CONVENIENCE OF LIMITED PARTNERS DESIRING TO WITHDRAW
ANY UNITS TENDERED IN RESPONSE TO THE APOLLO TENDER OFFER AND
ACCEPT THE $490 PER UNIT OFFERED HEREBY, ANOTHER FORM OF "NOTICE
OF WITHDRAWAL" IS ENCLOSED WHICH, IF PROPERLY DELIVERED TO THE
HERMAN GROUP, INC., DEPOSITARY AGENT FOR THE APOLLO TENDER OFFER,
BEFORE MIDNIGHT, DECEMBER 24, 1996, NEW YORK CITY TIME, WILL
ENABLE LIMITED PARTNERS TO WITHDRAW UNITS TENDERED PURSUANT TO
THE APOLLO TENDER OFFER.
____________________
SEND COMPLETED LETTER OF TRANSMITTAL TO:
IBJ SCHRODER BANK & TRUST COMPANY
Telephone: (212) 858-2103
Facsimile: (212) 858-2611
By Mail:
Bowling Green Station
P.O. Box 84
New York, N.Y. 10274-0084
Attention: Reorganization
Operations Department
Hand/Overnight Delivery
One State Street
New York, New York 10004
Attention: Securities Processing Window
Sub-Cellular One
Questions or requests for assistance in connection with this
Offer, and requests for additional copies of this Offer to
Purchase, the Letter of Transmittal and other related documents,
may be directed as follows:
GEORGESON & COMPANY INC.
Wall Street Plaza
New York, New York, 10005
Telephone: (800) 223-2064
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR
ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY
INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF
TRANSMITTAL. NO SUCH RECOMMENDATION, INFORMATION OR
REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED.
EACH LIMITED PARTNER IS URGED TO READ CAREFULLY THE ENTIRE
OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED
DOCUMENTS.
SUPPLEMENT TO THE TENDER OFFER
6. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.
The following text is added to the discussion of
certain federal income tax consequences in the original Offer to
Purchase:
"As the acceptance of Units tendered pursuant to this
Offer will occur after December 31, 1996, the potential income
tax gain to Limited Partners who sell their Units pursuant to
this Offer will be deferred into the 1997 tax year and such
Limited Partners will have no such gain for the 1996 tax year."
The table and accompanying text at page 9 of the
original Offer to Purchase by the Purchaser is hereby deleted and
the following table is substituted in lieu thereof:
"While each Limited Partner should consult his, her or
its tax adviser as to the particular tax consequences of selling
Units pursuant to either of the Offers, the following will
generally quantify the federal income tax consequences of such
sale to Limited Partners subject to federal income taxation.
For an Individual Investor Per Unit
Sale price $490
Average tax basis at September 30, 1996 145
Gain on sale $345
Sale price $490
Less federal capital gain tax
(28% X Gain on Sale) 97
Net cash after federal tax $393
"The foregoing amounts do not take into account any state or
local income tax consequences which may be applicable."
11. BACKGROUND OF THE OFFER.
Section 11 of the Offer to Purchase is hereby supplemented
and amended as follows:
Upon receipt of the supplement increasing the price offered
in the Apollo Tender Offer to $490, the Special Committee
encouraged the Purchaser to increase its offer and to make a
supplemental tender offer to the Limited Partners at an increased
price. As a result, this Supplement No. 3 providing for an
increased Offer of $490 per Unit net to sellers is being made by
the Purchaser. This increased Offer is being made pursuant to
the terms of the Agreement to Make Tender Offer between the
Partnership and the Purchaser, under which costs and expenses of
the Purchaser for printing and mailing charges, information agent
fees, depositary fees, legal fees, filing fees, and other related
expenses, aggregating approximately one hundred sixty thousand
dollars through December 12, 1996, are reimbursable by the
Partnership.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR
MAKE ANY REPRESENTATION ON BEHALF OF THE PURCHASER NOT CONTAINED
IN THE OFFER, HEREIN OR IN THE LETTER OF TRANSMITTAL AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED.
Dated: December 12, 1996
PIP PARTNERS - GENERAL, LLC, a California limited
liability company
Facsimile copies of the Letter of Transmittal, properly
completed and duly executed, will be accepted. Questions and
requests for assistance may be directed to the Information Agent
at the address and telephone number listed below. Additional
copies of this Offer to Purchase, the Letter of Transmittal and
other tender offer materials may be obtained from the Information
Agent as set forth below, and will be furnished promptly at the
Purchaser's expense. The Letter of Transmittal and any other
required documents should be sent or delivered by each Limited
Partner to the Depositary at its address set forth below. To be
effective, a duly completed and signed Letter of Transmittal (or
facsimile thereof) must be received by the Depositary at the
address (or facsimile number) set forth below before 12:00
midnight, New York, New York time, on Friday, January 3, 1997.
The Depositary
IBJ SCHRODER BANK & TRUST COMPANY
Telephone: (212) 858-2103
Facsimile: (212) 858-2611
By Mail: Hand/Overnight Delivery
Bowling Green Station One State Street
P.O. Box 84 New York, New York 10004
New York, New York 10274-0084 Attention: Securities
Attention: Reorganization Processing Window
Operations Department Sub-Cellular One
The Information Agent
For Additional Information Call:
GEORGESON & COMPANY INC.
Wall Street Plaza
New York, New York 10005
(800) 223-2064
EXHIBIT (a)(15)
LETTER OF TRANSMITTAL
TO
TENDER UNITS OF LIMITED PARTNERSHIP INTEREST
OF
PROMETHEUS INCOME PARTNERS
PURSUANT TO THE OFFER TO PURCHASE,
AS SUPPLEMENTED AND AMENDED THROUGH DECEMBER 12, 1996
BY
PIP PARTNERS - GENERAL, LLC
Number of (*) Purchase Price
Units Tendered Per Unit
$ 490
(*) If no indication is marked above, all Units
issued to you will be deemed to have been tendered.
Please indicate changes or corrections to the address printed
above.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
MIDNIGHT, NEW YORK, NEW YORK TIME, ON FRIDAY, JANUARY 3, 1997
(THE "EXPIRATION DATE"), UNLESS SUCH OFFER IS EXTENDED.
ANY LIMITED PARTNER WHO TENDERS HIS/HER UNITS BY COMPLETING,
EXECUTING, AND DELIVERING THIS LETTER OF TRANSMITTAL, AND DOES
NOT WITHDRAW SAME, AUTOMATICALLY WILL RECEIVE THE FULL BENEFIT OF
ANY HIGHER TENDER OFFER PRICE, IF ANY, OFFERED BY THE PURCHASER
HEREAFTER; SUCH TENDERING LIMITED PARTNER WILL NOT HAVE TO RE-
EXECUTE AND RE-DELIVER THIS OR ANY OTHER LETTER OF TRANSMITTAL OR
DO ANYTHING FURTHER IN ORDER TO OBTAIN THE FULL BENEFIT OF SUCH
INCREASED PRICE.
The undersigned hereby tender(s) to PIP PARTNERS - GENERAL,
LLC, a California limited liability company (the "Purchaser"),
the number of units of limited partnership interest ("Units") of
Prometheus Income Partners, a California limited partnership (the
"Partnership") specified below, pursuant to the Purchaser's offer
to purchase up to 9,000 of the issued and outstanding Units at a
purchase price of $490 per Unit, net to the seller in cash (the
"Purchase Price"), without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase
dated November 8, 1996, as supplemented and amended on November
15, 1996, December 9, 1996, and December 12, 1996, and as may be
further supplemented in a writing expressly so stating and
delivered to the undersigned ( the "Offer to Purchase") and this
Letter of Transmittal, as the same may be amended from time to
time hereafter in a writing expressly so stating and delivered to
the undersigned (the "Letter of Transmittal," which, together
with the Offer to Purchase and any supplements, modifications or
amendments thereto, constitute the "Offer"), as more fully
described in the Offer to Purchase. The Purchase Price will be
automatically reduced by the aggregate amount of distributions
per Unit, if any, made or declared by the Partnership after
November 8, 1996 and on or prior to 12:00 midnight, New York, New
York time, on January 3, 1997, or such later date set forth in a
writing expressly so stating and delivered to the undersigned
(the "Expiration Date"). The Purchase Price will be
automatically increased to the amount of any increased offer
price per Unit, if any, set forth in a writing expressly so
stating and delivered to the undersigned prior to the Expiration
Date. In addition, if a distribution is made or declared after
the Expiration Date but prior to the date on which the Purchaser
pays the Purchase Price for the tendered Units, the Purchaser
will offset the amount otherwise due a holder of Units pursuant
to the Offer in respect of tendered Units which have been
accepted for payment but not yet paid for by the amount of any
such distribution. LIMITED PARTNERS WHO TENDER THEIR UNITS WILL
NOT BE OBLIGATED TO PAY ANY COMMISSIONS OR PARTNERSHIP TRANSFER
FEES, WHICH COMMISSIONS OR PARTNERSHIP TRANSFER FEES WILL BE
BORNE BY THE PURCHASER. Receipt of the Offer to Purchase is
hereby acknowledged. Capitalized terms used but not defined
herein have the respective meanings ascribed to them in the Offer
to Purchase.
By executing and delivering this Letter of Transmittal, a
tendering Limited Partner irrevocably appoints the Purchaser and
designees of the Purchaser and each of them as such Limited
Partner's proxies, with full power of substitution, in the manner
set forth in this Letter of Transmittal to the full extent of
such Limited Partner's rights with respect to the Units tendered
by such Limited Partner and accepted for payment by the Purchaser
(and with respect to any and all other Units or other securities
issued or issuable in respect of such Units on or after the date
hereof). All such proxies shall be considered irrevocable and
coupled with an interest in the tendered Units. Such appointment
will be effective when, and only to the extent that, the
Purchaser accepts such Units for payment. Upon such acceptance
for payment, all prior proxies given such Limited Partner with
respect to such Units (and such other Units and securities) will
be revoked without further action, and no subsequent proxies may
be given nor any subsequent written consent executed (and, if
given or executed will not be deemed effective). The Purchaser
and its designees will, with respect to the Units (and such other
Units and securities) for which such appointment is effective, be
empowered to exercise all voting and other rights of such Limited
Partner as they in their sole discretion may deem proper at any
meeting of Limited Partners or any adjournment or postponement
thereof, by written consent in lieu of any such meeting or
otherwise. The Purchaser reserves the right to require that, in
order for a Unit to be deemed validity tendered, immediately upon
the Purchaser's payment for such Unit, the Purchaser must be able
to exercise full voting rights with respect to such Unit and
other securities, including voting at any meeting of Limited
Partners.
By executing and delivering the Letter of Transmittal, a
tendering Limited Partner also irrevocably constitutes and
appoints the Purchaser and its designees as the Limited Partner's
attorneys-in-fact, each with full power of substitution to the
extent of the Limited Partner's rights with respect to the Units
tendered by the Limited Partner and accepted for payment by the
Purchaser. Such appointment will be effective when, and only to
the extent that, the Purchaser accepts the tendered Units for
payment. Upon such acceptance for payment, all prior powers of
attorney granted by the Limited Partner with respect to such Unit
will, without further action, be revoked, and no subsequent
powers of attorney may be granted (and if granted will not be
effective). Pursuant to such appointment as attorneys-in-fact,
the Purchaser and its designees each will have the power, among
other things, (i) to seek to transfer ownership of such Units on
the Partnership books maintained by the transfer agent and
registrar for the Partnership (and execute and deliver any
accompanying evidences of transfer and authenticity any of them
may deem necessary or appropriate in connection therewith), (ii)
upon receipt by the Depositary (as the tendering Limited
Partner's agent) of the Purchase Price, to become a substitute
Limited Partner, to receive any and all distributions made by the
Partnership after the Expiration Date, and to receive all
benefits and otherwise exercise all rights of beneficial
ownership of such Units in accordance with the terms of the
Offer, (iii) to execute and deliver to the general partner of the
Partnership (the "General Partner") a change of address form
instructing the General Partner to send any and all future
distributions to which the Purchaser is entitled pursuant to the
terms of the Offer in respect of tendered Units to the address
specified in such form, (iv) to endorse any check payable to or
upon the order of such Limited Partner representing a
distribution to which-the Purchaser is entitled pursuant to the
terms of the Offer, in each case on behalf of the tendering
Limited Partner, and (v) if legal title to the Units is held
through an IRA or KEOGH or similar account, the Limited Partner
understands that this Letter of Transmittal must be signed by the
custodian of such IRA or KEOGH account and the Limited Partner
hereby authorizes and directs the custodian of such IRA or KEOGH
to confirm this Letter of Transmittal. This Power of Attorney
shall not be affected by the subsequent mental disability of the
Limited Partner, and the Purchaser shall not be required to post
bond in any nature in connection with this Power of Attorney.
By executing and delivering the Letter of Transmittal, a
tendering Limited Partner irrevocably assigns to the Purchaser
and its assigns all of the right, title and interest of such
Limited Partner in the Partnership with respect to the Units
tendered and purchased pursuant to the Offer, including, without
limitation, such Limited Partner's right, title and interest in
and to any and all distributions made by the Partnership after
the Expiration Date in respect of the Units tendered by such
Limited Partner and accepted for payment by the Purchaser,
regardless of the fact that the record date for any such
distribution may be a date prior to the Expiration Date. The
Purchaser will seek to be admitted to the Partnership as a
substitute Limited Partner upon consummation of the Offer.
By executing this Letter of Transmittal, the undersigned
represents that either (a) the undersigned is not a plan subject
to Title I of the Employee Retirement Income Security Act of
1947, as amended ("ERISA") or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or an entity
deemed to hold "plan assets" within the meaning of 29 C.F.R.
Section 2510.3-101 of any such plan; or (b) the tender and
acceptance of Units pursuant to the Offer will not result in a
nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code.
The undersigned recognizes that, if proration is required
pursuant to the terms of the Offer, the Purchaser will accept for
payment from among those Units validly tendered on or prior to
the Expiration Date and not properly withdrawn, the maximum
number of Units permitted pursuant to the Offer on a pro rata
basis, with adjustments to avoid purchases of certain fractional
Units, based upon the number of Units validly tendered prior to
the Expiration Date and not properly withdrawn.
The undersigned understands that a tender of Units to the
Purchaser will constitute a binding agreement between the
undersigned and the Purchaser upon the terms and subject to the
conditions of the Offer. The undersigned recognizes that under
certain circumstances set forth in Section 2 ("Proration;
Acceptance for Payment and Payment for Units") and Section 14
("Conditions of the Offer") of the Offer to Purchase, the
Purchaser may not be required to accept for payment any of the
Units tendered hereby. In such event, the undersigned
understands that any Letter of Transmittal for Units not accepted
for payment will be destroyed by the Purchaser. Except as stated
in Section 4 ("Withdrawal Rights") of the Offer to Purchase, this
tender is irrevocable, provided Units tendered pursuant to the
Offer may be withdrawn at any time prior to the Expiration Date.
IF YOU HAVE ALREADY TENDERED YOUR UNITS TO APOLLO PURSUANT TO THE
APOLLO TENDER OFFER, AND YOU NOW DESIRE TO WITHDRAW THAT TENDER,
WE HAVE INCLUDED WITH THE TRANSMITTAL LETTER, A FORM OF "NOTICE
OF WITHDRAWAL OF PREVIOUSLY TENDERED UNITS" LETTER (ALONG WITH
INSTRUCTIONS) TO BE SENT TO THE HERMAN GROUP, IN THE MANNER
INDICATED ON THE INSTRUCTIONS ATTACHED THERETO.
SIGNATURE BOX
Please sign exactly as your name is printed (or corrected)
above. For joint owners, each joint owner must sign. If signed
by the registered holder(s) of the units and payment is to be
made directly to that holder(s) or Eligible Institution, then no
signature guarantee is necessary. In all other cases, all
signatures must be guaranteed by an Eligible Institution. (See
Instruction 2.) The signatory hereto hereby certifies under
penalties of perjury the Taxpayer Identification Number furnished
in the blank provided in this Signature Box and the statements in
Box A, Box B and, if applicable, Box C. The undersigned hereby
represents and warrants for the benefit of the Partnership and
the Purchaser that the undersigned owns the Units tendered hereby
and has full power and authority to validly tender, sell, assign,
transfer, convey and deliver the Units tendered hereby and that
when the same are accepted for payment by the Purchaser, the
Purchaser will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and such Units will not
be subject to any adverse claims and that the transfer and
assignment contemplated herein are in compliance with all
applicable laws and regulations. All authority herein conferred
or agreed to be conferred shall survive the death or incapacity
of the undersigned and any obligations of the undersigned shall
be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in Section 4
("Withdrawal Rights") of the Offer to Purchase, this tender is
irrevocable.
X
(Signature of Owner) (Date)
Taxpayer Identification Number of owner (other than IRA'S)
X
(Signature of Co-Owner) (Date)
(Title)
Telephone (Day) ( )
Telephone (Eve) ( )
Guarantee of Signature (If required. SEE INSTRUCTION 2).
Name of Firm:
Authorized Signature:
TAX CERTIFICATIONS
BOX A
SUBSTITUTE FORM W-9
(See Instruction 3)
The person signing this Letter of Transmittal hereby
certifies the following to the Purchaser under penalties of
perjury:
(i) The Taxpayer Identification Number ("TIN") furnished
in the space provided for that purpose in the Signature Box of
this Letter of Transmittal is the correct TIN of the Limited
Partner, unless the Units are held in an Individual Retirement
Account ("IRA"); or if this box [ ] is checked, the Limited
Partner has applied for a TIN. If the Limited Partner has
applied for a TIN, a TIN has not been issued to the Limited
Partner, and either: (a) the Limited Partner has mailed or
delivered an application to receive a TIN to the appropriate
Internal Revenue Service ("IRS") Center or Social Security
Administration Office, or (b) the Limited Partner intends to mail
or deliver an application in the near future, it is hereby
understood that if the Limited Partner does not provide a TIN to
the Purchaser within sixty (60) days 31% of all reportable
payments made to the Limited Partner thereafter will be withheld
until a TIN is provided to the Purchaser; and
(ii) Unless this box [ ] is checked, the Limited Partner
is not subject to backup withholding either because the Limited
Partner: (a) is exempt from backup withholding, (b) has not been
notified by the IRS that the Limited Partner is subject to backup
withholding as a result of a failure to report all interest or
dividends, or (c) has been notified by the IRS that such Limited
Partner is no longer subject to backup withholding.
Note: Place an "X" in the box in (ii) above, if you are unable to
certify that the Limited Partner is not subject to backup
withholding.
BOX B
FIRPTA AFFIDAVIT
(See Instruction 3)
Under Section 1445(c)(5) of the Code and Treas Reg. 1.1445-
IIT(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a
partnership if 50% or more of the value of its gross assets
consists of U.S. real property interests and 90% or more of the
value of its gross assets consists of U.S. real property interest
plus cash or cash equivalents, and the holder of the partnership
interest is a foreign person. To inform the Purchaser that no
withholding is required with respect to the Limited Partner's
interest in the Partnership, the person signing this Letter of
Transmittal hereby certifies the following under penalties of
perjury:
(i) Unless this box [ ] is checked, the Limited Partner,
if an individual, is a U.S. citizen or a resident alien for
purposes of U.S. income taxation, and if other than an
individual, is not a foreign corporation, foreign partnership,
foreign trust or foreign estate (as those terms are defined in
the Code and Income Tax Regulations);
(ii) The Limited Partner's U.S. social security number (for
individuals) or employer identification number (for non-
individuals) is correct as furnished in the blank provided for
that purpose on the back of this Letter of Transmittal; and
(iii) The Limited Partner's home address (for individuals),
or office address (for non-individuals), is correctly printed (or
corrected) on the back of this Letter of Transmittal. If a
corporation, the jurisdiction of incorporation is
____________________________.
The person signing this Letter of Transmittal understands
that this certification may be disclosed to the IRS by the
Purchaser and that any false statements contained herein could be
punished by fine, imprisonment, or both.
BOX C
SUBSTITUTE FORM W-8
(See Instruction 3)
By checking this box [ ] the person signing this Letter of
Transmittal hereby certifies under penalties of perjury that the
Limited Partner is an "exempt foreign person" for purposes of the
backup withholding rules under U.S. federal income tax laws,
because the Limited Partner:
(i) Is a nonresident alien or a foreign corporation,
partnership, estate or trust;
(ii) If an individual, has not been and plans not be
present in the U.S. for a total of 183 days or more during the
calendar year; and
(iii) Neither engages, nor plans to engage, in a U.S. trade
or business that has effectively connected gains from
transactions with a broker or barter exchange.
For Units to be accepted for purchase, Limited Partners
should complete and sign this Letter of Transmittal in the
Signature Box and return it in the self-addressed, postage-paid
envelope enclosed, or by hand or overnight courier to: IBJ
SCHRODER BANK & TRUST COMPANY, Bowling Green Station, P.O. Box
84, New York, New York, 10274-0084, attention Reorganization
Operations Department, or by Facsimile to: (212) 858-2103.
Delivery of this Letter of Transmittal or any other required
documents to an address other than the one set forth above or
transmission via facsimile other than as set forth above does not
constitute valid delivery.
PLEASE CAREFULLY READ THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL AND BOXES A, B AND C ABOVE.
(Department of Corporations Use Only)
Fee Paid $
Receipt No.
Date of Application:
Department of Corporations File No.
504 8254
(Insert file no. of previous filings
before the Dept., if any)
FEE: $ 20.00
(To be completed by applicant. The
required fee is $20 per transferor
(Sec. 25608(m)., Corp. Code)--PIP Partners - General, LLC, the
Transferee, will pay this fee on behalf of each Transferor;
hence, no payment is required from any Transferor.)
DEPARTMENT OF CORPORATIONS
STATE OF CALIFORNIA
APPLICATION FOR CONSENT TO TRANSFER SECURITIES PURSUANT TO
SECTION 25151 OF THE CORPORATE SECURITIES LAW OF 1968
This represents (check appropriate box):
[ X ] The initial filing. [ ] An amendment to
application dated ________________
THE SECURITIES PROPOSED TO BE TRANSFERRED ARE SUBJECT TO (CHECK
APPROPRIATE BOX)
[ X ] LEGEND CONDITION. [ ] ESCROW CONDITION.
1. (a) Name of Issuer: PROMETHEUS INCOME PARTNERS, a
California limited partnership
(b) Former Name, if any:
2. Description of securities proposed to be transferred:
(State title of each class of securities (e.g., Class A Common
Stock). If rights, warrants and options are listed, also specify
the securities to be transferred upon exercise thereof. If
securities are to be pledged, so state.)
UNITS OF LIMITED PARTNERSHIP INTEREST
3. Name and address of each transferor (if space is
insufficient, incorporate and attach additional sheets):
Aggregate number or amount
of securities proposed to be
Name Address transferred by each transferor:
Total:
4. Name and address of each proposed transferee (if space is
insufficient, incorporate and attach additional sheets):
Aggregate number or amount
of securities proposed to be
Name Address transferred to each transferee:
PIP PARTNERS - GENERAL, LLC 350 BRIDGE PARKWAY,
REDWOOD CITY, CA 94065-1517
260.151(a) (1/93) Total:
5. Address of principal executive office of Issuer:
350 BRIDGE PARKWAY REDWOOD CITY CA 94065-1517
(Number and Street) (City) (State) (Zip Code)
6. Name and address of person to whom correspondence regarding
this application should be directed:
SAMUEL H. GRUENBAUM, ESQ., COX, CASTLE & NICHOLSON, LLP,
2049 CENTURY PARK EAST, #2800, LOS ANGELES, CA 90067
7. There are attached hereto as exhibits statements by each of
the proposed transferees in the form required by Section 260.151
of Title 10 of the California Code of Regulations. (Note: Upon
request, such statements will be treated as confidential by the
Commissioner, subject to the provisions of Section 250.10, Title
10, California Code of Regulations.)
8. (Check appropriate box)
[ X ](a) There are no restrictions upon the transfer of
the securities proposed to be transferred other than the legend
or escrow condition imposed by the Commissioner of Corporations.
[ ](b) There are restrictions upon the transfer of the
securities proposed to be transferred other than the legend or
escrow condition imposed by the Commissioner of Corporations
which are described in an exhibit attached hereto and
incorporated herein by reference. Such restrictions have been
complied with so as to make the transfer to the proposed
transferees valid and are known to the proposed transferees.
9. No portion of the consideration to be given by the
transferees of the securities will be for the direct or indirect
benefit of the Issuer identified in Item 1. (If the Issuer is to
benefit from proposed transfer, See Section 25011 of the
Corporate Securities Law of 1968 and Section 260.011 of Title 10
of the California Code of Regulations. Qualification of the
transaction may be required.)
10. Execution Instructions:
If a transferor is other than an individual, the name of the
entity should be typed or printed above the signature line
exactly as shown in Item 3. The signature should show the name
and title of the person authorized to sign for such transferor.
I/We certify (or declare) under penalty of perjury under the
laws of the State of California that I/we have read this
application and know the contents thereof, and that the
statements therein are true and correct.
Executed at , , 19 .
(Place) (Date)
(If the transferor is other than an individual, give the
name of the entity and the name and title of the person executing
the application on behalf of such entity.)
(Signature of Transferor) (Signature of Transferor)
(Signature of Transferor) (Signature of Transferor)
(Signature of Transferor) (Signature of Transferor)
INSTRUCTIONS FOR COMPLETING LETTER OF TRANSMITTAL
Forming Part of the Terms and Conditions of the Offer
ASSISTANCE IN COMPLETING THE LETTER OF TRANSMITTAL,
CALL: GEORGESON & COMPANY INC. at (800) 223-2064
1. DELIVERY OF LETTER OF TRANSMITTAL. For convenience in
responding to the Offer, a self-addressed, postage-paid envelope
had been enclosed with the Offer to Purchase. However, to ensure
receipt of the Letter of Transmittal, it is suggested that you
use an overnight courier or, if the Letter of Transmittal is to
be delivered by United States mail, that you use certified or
registered mail, return receipt requested.
To be effective, a duly completed and signed Letter of
Transmittal (or facsimile thereof) must be received by the
Depositary at the address (or facsimile number) set forth below
before the Expiration Date, 12:00 Midnight, New York, New York
time on Friday, January 3, 1997, unless extended. LETTERS OF
TRANSMITTAL WHICH HAVE BEEN DULY EXECUTED, BUT WHERE NO
INDICATION IS MARKED IN THE "NUMBER OF UNITS TENDERED" COLUMN,
SHALL BE DEEMED TO HAVE TENDERED ALL UNITS PURSUANT TO THE OFFER.
Tenders of fractional Units will only be accepted if all of the
Units held by such Limited Partner are tendered.
BY MAIL: IBJ Schroder Bank & Trust Company
Bowling Green Station
New York, NY 10274-0084
Attn: Reorganization Operations Dept.
BY HAND DELIVERY OR
OVERNIGHT COURIER: IBJ Schroder Bank & Trust Company
One State Street
New York, NY 10004
Attn: Securities Processing Window,
Sub-Cellular One
Telephone: (212) 858-2103
Facsimile: (212) 858-2611
FOR ADDITIONAL
INFORMATION CALL: GEORGESON & COMPANY INC.
Wall Street Plaza
New York, NY 10005
Telephone: (800) 223-2064
THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE
TENDERING LIMITED PARTNER, AND THE DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. IF
TENDERING BY FACSIMILE, PLEASE TRANSMIT BOTH THE FRONT AND BACK
OF THE LETTER OF TRANSMITTAL, THE TAX CERTIFICATION PAGE, AND THE
APPLICATION FOR CONSENT (HEREAFTER DESCRIBED) AND MAIL THE
ORIGINAL COPIES OF SUCH PAGES TO THE DEPOSITARY AT THE ADDRESS
LISTED ABOVE.
All tendering holders of Units, by execution of this
Letter of Transmittal or facsimile hereof, waive any right to
receive any notice of the acceptance of their Units for payment.
IF YOU HAVE ALREADY TENDERED YOUR UNITS TO APOLLO PURSUANT TO THE
APOLLO TENDER OFFER, AND YOU NOW DESIRE TO WITHDRAW THAT TENDER,
WE HAVE INCLUDED WITH THE TRANSMITTAL LETTER, A FORM OF "NOTICE
OF WITHDRAWAL OF PREVIOUSLY TENDERED UNITS" LETTER (ALONG WITH
INSTRUCTIONS) TO BE SENT TO THE HERMAN GROUP, IN THE MANNER
INDICATED ON THE INSTRUCTIONS ATTACHED THERETO.
2. SIGNATURES. All Limited Partners must sign in the
Signature Box on the back of the Letter of Transmittal. If the
Units are held in the names of two or more persons, all such
persons must sign the Letter of Transmittal. When signing as a
general partner, corporate officer, attorney-in-fact, executor,
custodian, administrator or guardian, please give full title and
send proper evidence of authority satisfactory to the Purchaser
with this Letter of Transmittal. With respect to most trusts,
the Partnership will generally require only the named trustee to
sign the Letter of Transmittal. For Units held in a custodial
account for minors, only the signature of the custodian will be
required.
For IRA custodial accounts, the beneficial owner should
return the executed Letter of Transmittal to the Depository as
specified in Instruction 1 herein. Such Letter of Transmittal
will then be forwarded by the Depository to the custodian for
additional execution. Such Letter of Transmittal will not be
considered duly completed until after it has been executed by the
custodian.
If any tendered Units are registered in different names, it
will be necessary to complete, sign and submit as many separate
letters of Transmittal as there are different registrations of
certificates.
If the Letter of Transmittal is signed by the registered
holder of the Units tendered herewith and payment is to be made
directly to that holder, then no signature guarantee is required
on the Letter of Transmittal. Similarly, if the Units are
tendered for the account of a member firm of a registered
national securities exchange, a member of the National
Association of Securities Dealers, Inc. or a commercial bank,
savings bank, credit union, savings and loan association or trust
company having an office, branch or agency in the United States
(each an "Eligible Institution"), no signature guarantee is
required on the Letter of Transmittal. However, in all other
cases, all signatures on the Letter of Transmittal must be
guaranteed by an Eligible Institution.
3. U.S. PERSONS. A Limited Partner who or which is a
United States citizen OR a resident alien individual, a domestic
corporation, a domestic partnership, a domestic trust or a
domestic estate (collectively, "United States Persons") as those
terms are defined in the Code and Income Tax Regulations, should
follow the instructions below with respect to certifying Boxes A
and B (on the reverse side of the Letter of Transmittal).
TAXPAYER IDENTIFICATION NUMBER. To avoid 31% federal income
tax backup withholding, the Limited Partner must furnish his,
her or its TIN in the blank provided for that purpose on the back
of the Letter of Transmittal and certify under penalties of
perjury Box A, B and, if applicable, Box C.
WHEN DETERMINING THE TIN TO BE FURNISHED, PLEASE REFER TO THE
FOLLOWING NOTE AS A GUIDELINE:
NOTE: INDIVIDUAL ACCOUNTS should reflect their own
TIN. JOINT ACCOUNTS should reflect the TIN of the person whose
name appears first. TRUST ACCOUNTS should reflect the TIN
assigned to the Trust. IRA CUSTODIAL ACCOUNTS should reflect the
TIN of the custodian. CUSTODIAL ACCOUNTS FOR THE BENEFIT OF
MINORS should reflect the TIN of the minor. CORPORATIONS OR
OTHER BUSINESS ENTITIES should reflect the TIN assigned to that
entity. If you need additional information, please see the
enclosed copy of the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
SUBSTITUTE FORM W-9 - BOX A.
(i) In order to avoid 31% federal income tax backup withholding,
the Limited Partner must provide to the Purchaser in the blank
provided for that purpose on the back of the Letter of
Transmittal the Limited Partner's correct TIN and certify, under
penalties of that such Limited Partner is not subject to such
backup withholding. The TIN being provided on the Substitute
Form W-9 is that of the registered Limited Partner as indicated
on the back of the Letter of Transmittal. If a correct TIN is
not provided, penalties may be imposed by the IRS, in addition to
the Limited Partner being subject to backup withholding. Certain
Limited Partners (including, among others, all corporations) are
not subject to backup withholding. Backup withholding is not an
additional tax. If withholding results in an overpayment of
taxes, a refund may be obtained from the IRS.
(ii) DO NOT CHECK THE BOX IN BOX A, PART (ii), UNLESS YOU HAVE
BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP
WITHHOLDING.
FIRPTA AFFIDAVIT - BOX. B. To avoid withholding of tax pursuant
to Section 1445 of the Code, each Limited Partner who or which is
a United States Person (as defined in Instruction 3 above) must
certify, under penalties of perjury, the Limited Partner's TIN
and address, and that the Limited Partner is not a foreign
person. Tax withheld under Section 1445 of the Internal Revenue
Code is not an additional tax. If withholding results in an
overpayment of tax, a refund may be obtained from the IRS. CHECK
THE BOX IN BOX B, PART (ii) ONLY IF YOU ARE NOT A U.S. PERSON, AS
DESCRIBED THEREIN.
4. FOREIGN PERSONS - BOX C. In order for a Limited
Partner who is a foreign person (i.e., not a United States Person
as defined in Instruction 3 above) to qualify as exempt from 31%
backup withholding, such foreign Limited Partner must certify,
under penalties of perjury, the statement in Box C of this Letter
of Transmittal attesting to that foreign person's status by
checking the box in such statement. UNLESS SUCH BOX IS CHECKED,
SUCH FOREIGN PERSON WILL BE SUBJECT TO 31% WITHHOLDING OF TAX
UNDER SECTION 1445 OF THE CODE.
5. APPLICATION FOR CONSENT TO TRANSFER SECURITIES
PURSUANT TO SECTION 25151 OF THE CORPORATE SECURITIES LAW OF
1968. All Limited Partners must complete Item 3 and the sign the
Application on the back. If the Units are held in the names of
two or more persons, all such persons must sign the Application.
When signing on behalf of an entity, please give the name of the
entity and the name and full title of the person executing the
Application on behalf of such entity.
The Purchaser will pay the required fee of $20 per
transferor pursuant to Sec. 25608(m), Calif. Corp. Code, and
hence tendering Limited Partners will not be required to pay and
will not be charged for any part of this fee.
6. CONDITIONAL TENDERS. No alternative, conditional or
contingent tenders will be accepted.
7. VALIDITY OF LETTER OF TRANSMITTAL. All questions as
to the validity, form, eligibility (including time of receipt)
and acceptance of a Letter of Transmittal will be determined by
the Purchaser and such determination will be final and binding.
The Purchaser's interpretation of the terms and conditions of the
Offer (including these instructions for the Letter of
Transmittal) also will be final and binding. The Purchaser will
have the right to waive any irregularities or conditions as to
the manner of tendering. Any irregularities in connection with
tenders must be cured within such time as the Purchaser shall
determine unless waived by it.
The Letter of Transmittal will not be valid unless and until
any irregularities have been cured or waived. Neither the
Purchaser nor the Information Agent or the Depositary is under
any duty to give notification of defects in a Letter of
Transmittal and will incur no liability for failure to give such
notification.
8. ASSIGNEE STATUS. Assignees must provide documentation
to the Depository which demonstrates, to the satisfaction of the
Purchaser, such person's status as an assignee.
9. INADEQUATE SPACE. If the space provided herein is
inadequate, the numbers of Units and any other information should
be listed on a separate schedule attached hereto and separately
signed on each page thereof in the same manner as this Letter of
Transmittal is signed.
Questions and requests for assistance may be directed to the
Information Agent at its address and telephone number listed
below. Additional copies of the Offer to Purchase, the Letter of
Transmittal and other tender offer materials may be obtained from
the Information Agent as set forth below, and will be furnished
promptly at the Purchaser's expense. You may also contact your
broker, dealer, commercial bank, trust company or other nominee
for assistance concerning the Offer.
The Information Agent is:
GEORGESON & COMPANY INC.
Wall Street Plaza
New York, New York 10005
(800) 223-2064
EXHIBIT (a)(16)
PIP PARTNERS - GENERAL, LLC
350 Bridge Parkway
Redwood City, California 94065-1517
OFFER INCREASED TO $490 AND EXTENDED TO JANUARY 3, 1997
To Limited Partners in Prometheus Income Partners:
PIP Partners - General, LLC, a California limited liability
company, and an affiliate of the General Partner of the
Partnership (the "Purchaser"), has increased its offer to
purchase Units of Prometheus Income Partners, a California
limited partnership (the "Partnership"), to $490 per Unit (the
"PIP General Tender Offer"), and extended the time for acceptance
to January 3, 1997. This price is the same as the offer (the
"Apollo Tender Offer") made by an affiliate of Apollo Realty
Advisors, Prom Investment Partners L.L.C. (collectively
"Apollo").
The Special Committee of the Partnership's general partner
recommends that those limited partners with a current or
anticipated need or desire for liquidity should tender their
Units to the Purchaser, which is an affiliate of the general
partner, pursuant to its increased offer. All Limited Partners
should reject the Apollo Tender Offer, and those Limited Partners
who do not have a current or anticipated need or desire for
liquidity should hold their Units until the Partnership's
hardboard siding problem has been resolved.
Any potential income tax gain you may have from the sale of
your Units pursuant to this Offer will be deferred into the 1997
tax year, and as such you will not have any such gain for the
1996 tax year. On the other hand, any such gain from acceptance
of the Apollo Tender Offer will be recognized in the 1996 tax
year.
Limited Partners who have already tendered their Units to
the Purchaser will automatically receive the benefit of the $490
purchase price and need not take any further action. Limited
Partners who have tendered in response to the Apollo Tender Offer
must withdraw their tender by delivering a completed Notice of
Withdrawal to The Herman Group no later than midnight, December
24, 1996, New York City time if they wish to withdraw their prior
tender. A Notice of Withdrawal is included herewith for your
convenience.
If you have not yet tendered your Units, please mail or fax
a completed and executed copy of the enclosed Letter of
Transmittal (and all other documents required by the Letter of
Transmittal) to IBJ SCHRODER BANK & TRUST COMPANY at the address
disclosed in the Offer.
- - The Special Committee is of the opinion that the Partnership
must be extremely careful in dealing with the hardboard siding
problem since it could have a major impact on the value and
marketability of the Partnership Properties, and hence the value
of the Units. Mr. Sanford N. Diller and his affiliates, who
beneficially own the General Partner and the Purchaser, have
substantial knowledge, skill, and experience in managing the many
business and legal aspects of this problem, including managing
litigation against manufacturers, insurers, subcontractors, and
others as a result thereof. The Partnership recently commenced
such litigation as a result of the Partnership's hardboard siding
problem.
The Apollo Tender Offer does not address the importance to
the Partnership and the limited partners of (1) handling the
hardboard siding problem as described above, or (2) the skill,
knowledge, and experience possessed by affiliates of the General
Partner, including Maxim Property Management, which manages the
Partnership Properties, in dealing with the hardboard siding
problem.
Please feel free to contact PIP General's information agent,
Georgeson & Company Inc., at (800) 223-2064, for assistance,
forms, or with any questions. They will be happy to help you.
PIP PARTNERS - GENERAL, LLC, a California limited
liability company, an affiliate of the General Partner
of the Partnership
EXHIBIT (a)(17)
ACCOMPANIES SUPPLEMENT NO. 3
NOTICE OF WITHDRAWAL
OF PREVIOUSLY TENDERED UNITS
PROMETHEUS INCOME PARTNERS
TO: HERMAN GROUP, INC.
By Hand/Overnight Delivery
HERMAN GROUP, INC.
2121 San Jacinto Street
Dallas, Texas 75201
By facsimile: (214) 999-9348
(214) 999-9323
Confirm by telephone (800) 992-6176
Gentlemen:
The following limited partnership units (the "Units") of
Prometheus Income Partners, a California Limited Partnership (the
"Partnership"), previously tendered to Prom Investment Partners,
L.L.C. pursuant to its Offer to Purchase dated October 18, 1996,
as supplemented and amended, up to 9,000 Units (the "Apollo
Tender Offer") are hereby withdrawn. A failure to complete the
Section "Number of Units Tendered" shall be deemed to indicate
the intent of the undersigned that all Units tendered to Prom
Investment Partners, L.L.C. are hereby withdrawn.
DESCRIPTION OF UNIT(S) WITHDRAWN
SIGNATURES OF UNITHOLDERS
All registered Unitholder(s) must sign exactly as name(s)
appear(s) on the Partnership records. See Instruction 3.
(Print Name(s))
Number of Units Tendered:
Dated:
(Signature(s))
If signing as a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting
in a fiduciary or representative capacity, please provide the
following information and see Instruction 3.
Name(s) and
Capacity:
Address:
City, State: Zip Code:
Area Code and Tel. No.
(See Instructions on second page)
SIGNATURE GUARANTEE
(To be completed only if signatures were guaranteed on original
Letter of Transmittal)
Name and Address of Eligible Institution:
Authorized Signature:
Title:
Name: Date:
INSTRUCTIONS
1. DELIVERY OF NOTICE OF WITHDRAWAL. If withdrawing
Units previously tendered pursuant to the Apollo Tender Offer,
please fully complete, execute, detach and send the attached
"Notice of Withdrawal of Previously Tendered Units" of the
Partnership (the "Notice of Withdrawal") to Herman Group, Inc.
Herman Group, Inc. must receive the Notice of Withdrawal prior to
12:00 midnight, New York, New York time, on December 24, 1996,
unless further extended in accordance with the Apollo Tender
Offer. Receipt of the facsimile transmission of the Notice of
Withdrawal should be confirmed by telephone at the number set
forth on the Notice of Withdrawal.
2. INADEQUATE SPACE. If the space provided in the Notice
of Withdrawal is inadequate, all such additional information
should be listed on a separate schedule and attached as part of
the Notice of Withdrawal.
3. SIGNATURE ON NOTICE OF WITHDRAWAL. The Notice of
Withdrawal must be signed, as applicable, by the person(s) who
signed the Letter of Transmittal related to the Apollo Tender
Offer, in the same manner as such Letter of Transmittal was
signed. The signatures must correspond exactly with the name(s)
as they appear on the Partnership records. If any Units tendered
pursuant to the Apollo Tender Offer are registered in the names
of two or more joint holders, all such holders must sign, as
applicable, the Notice of Withdrawal. If the Notice of
Withdrawal is signed by any trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or others
acting in a fiduciary or representative capacity, such persons
should so indicate when signing and must submit proper evidence
of their authority to act.
4. GUARANTEE OF SIGNATURES. If the signature or
signatures were guaranteed on the Letter of Transmittal, then it
or they must be guaranteed on the Notice of Withdrawal.
EXHIBIT (a)(18)
NEWS RELEASE
Contact: Charles W. Garske, For Release
Georgeson & Company Inc. December 13, 1996
Telephone: (212) 440-9916
PIP PARTNERS-GENERAL, LLC INCREASES OFFER PRICE TO $490 PER UNIT
FOR PROMETHEUS INCOME PARTNERS LIMITED PARTNERSHIP INTERESTS
BODY:
Redwood City, California, December 13, 1996. PIP Partners-
General, LLC (PIP General), announced today that it has increased
its tender offer price from $485 to $490 per Unit for up to 9,000
outstanding units of limited partnership interest (Units) in
Prometheus Income Partners, a California limited partnership
(Prometheus), net to the sellers in cash. PIP General is an
affiliate of the General Partner of the Partnership. The
increased purchase price by PIP General matches the price offered
by an affiliate of Apollo Realty Advisors. Limited Partners who
have already tendered their Units to PIP General will
automatically receive the benefit of the $490 purchase price and
need not take any further action.
The PIP General offer, as increased, has also been extended
and will remain open until midnight, January 3, 1997, New York
time. Any potential income tax gain tendering limited partners
may have from the sale of their Units pursuant to the PIP General
Offer will be deferred into the 1997 tax year. As of the close
of business on December 12, 1996, approximately 780 Units had
been tendered to PIP General and not withdrawn.
Limited Partners who have tendered in response to the
competing offer by an affiliate of Apollo Realty Advisors and who
wish to tender pursuant to the PIP General Offer must withdraw
their tender in the competing offer by delivering a completed
Notice of Withdrawal to The Herman Group no later than midnight,
December 24, 1996, New York City time. A Notice of Withdrawal is
included in the materials mailed by PIP General today.
For additional information, forms, or questions, contact PIP
General's Information Agent, Georgeson & Company Inc., Wall
Street Plaza, New York, New York 10005, 1-800-223-2064. Further
information, including the Offer to Purchase, may be obtained
without charge upon request to the Information Agent. Completed
tender documents should be mailed to PIP General's depositary,
IBJ Schroder Bank & Trust Company, Bowling Green Station, P.O.
Box 84, New York, New York 10274-0084, Attention Reorganization
Operations Department, (212) 858-2103.
A Special Committee of Prometheus's General Partner has
recommended that it is in the best interest of Prometheus, the
Limited Partners, and the tenants and employees at Prometheus's
properties that those partners who have a current or anticipated
need or desire for liquidity should tender their Units to PIP
General; those partners who do not have such a need or desire
should retain their Units until Prometheus's hardboard siding
problem has been resolved.
