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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. 5)
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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)
<TABLE>
<CAPTION>
Calculation of Filing Fee
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Transaction Amount of
Valuation* Filing Fee
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<S> <C>
$4,455,000 $891.00
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</TABLE>
*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 $495 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: 882.00
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
<TABLE>
<S> <C>
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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
</TABLE>
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AMENDMENT NO. 5 TO SCHEDULE 14D-1
This Amendment No. 5 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, Amendment No. 3 filed on December
5, 1996 and Amendment No. 4 filed on December 10, 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 $495 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,
which has been extended to December 30, 1996, 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 $4,455,000.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby supplemented and amended as follows:
The information set forth in the letter to Limited Partners and the
press release dated December 13, 1996, copies of which are attached hereto as
Exhibits (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:
99.(a)(18) Letter, dated December 13, 1996, from Prom Investment
Partners L.L.C. to holders of Units.
99.(a)(19) Press Release dated December 13, 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 13, 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
EXHIBIT NO. TITLE
- ----------- -----
99.(a)(18) Letter, dated December 13, 1996, from Prom Investment
Partners L.L.C. to holders of Units
99.(a)(19) Press Release dated December 13, 1996
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EXHIBIT 99.(a)(18)
PROM INVESTMENT PARTNERS INCREASES
OFFER PRICE TO PURCHASE UNITS OF
PROMETHEUS INCOME PARTNERS TO
$495
OFFER EXTENDED TO MONDAY, DECEMBER 30, 1996
Prom Investment Partners L.L.C. has increased its offer to
purchase Units of Prometheus Income Partners (the "Partnership") to $495 PER
UNIT. This price exceeds the amended offer, dated December 12, 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 $495 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 WE HAVE THE CASH NOW. WE ARE NOT SEEKING ANY BANK LOAN.
According to the Affiliated Tender Offer materials, the money
needed by PIP to pay for your Units "will be a loan from the
Bank of America, unless Mr. Diller utilizes other sources."
MR. DILLER HAS APPARENTLY NOT YET OBTAINED A COMMITMENT FOR
THIS LINE OF CREDIT -- consequently, you should evaluate
whether PIP's ability to close the Affiliated Tender Offer may
depend on Mr. Diller's ability to obtain the line of credit.
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 Schedule 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 "HARDBOARD SIDING PROBLEM": HOW BIG A BET? The Partnership
stated in its December 12th letter to you that Limited Partners
"should hold onto their Units until the Partnership's
hardboard siding problem has been resolved", unless you need
liquidity. This places a premium on the Partnership winning
the pending lawsuit or otherwise successfully settling the
hardboard siding problem. Therefore, you have a choice
between receiving CASH NOW FOR YOUR UNITS AT THE HIGHEST PRICE
or the General Partner's ability to resolve this problem. You
decide.
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 13, 1996 PROM INVESTMENT PARTNERS L.L.C.
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EXHIBIT 99.(a)(19)
FOR IMMEDIATE RELEASE
Contact: The Herman Group, Inc.
800-992-6176
Attention: Sherri Herman
PROM INVESTMENT PARTNERS INCREASES OFFER PRICE TO
$495 PER UNIT OF PROMETHEUS INCOME PARTNERS
NEW YORK, NEW YORK (December 13, 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 $495 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 $495 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 30,
1996. As of the close of business on December 12, 1996, Prom Investment
Partners reasonably believed that approximately 951 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.
