SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Prometheus Income Partners
(Name of Issuer)
Units of Limited Partnership Interest
(Title of Class of Securities)
742941 10 7
(CUSIP Number)
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)
January 3, 1997
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1
(b)(3) or (4), check the following box ___
Check the following box if a fee is being paid with the
____statement. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
owner-ship of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 8 Pages
CUSIP No. 742941 10 7 13D Page 2 of 8 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*
(a) ___
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ___
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
1,546 Units of Limited Partnership Interest
8 SHARED VOTING POWER
- -0-
9 SOLE DISPOSITIVE POWER
1,546 Units of Limited Partnership Interest
10 SHARED DISPOSITIVE POWER
- -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,546 Units of Limited Partnership Interest, which constitutes
approximately 8.1% of the Units outstanding.* In addition, an
affiliate of the Reporting Person (i.e. the sole general partner
of the Issuer) owns, in its capacity as the general partner of
the Issuer, a 5% interest in the distributable cash from
operations of the Issuer and a 15% interest in the net proceeds
from the sale or other disposition of the properties owned by the
Issuer, subject in both cases to certain priorities of the
limited partners of the Issuer.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1% of the Limited Partnership Interests.
100% of the General Partnership interests of the subject company.
14 TYPE OF REPORTING PERSON*
00
* All calculations of percentages of beneficial ownership in
this Schedule 13D are based on there being 18,995 Units
outstanding, as of September 30, 1996, as disclosed in the
Issuer's Quarterly Report on Form 10-Q for the period ended
September 30, 1996.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
This Schedule 13D relates to units of limited partnership
interest (the "Units") of Prometheus Income Partners, a
California limited partnership (the "Issuer"), which has its
principal executive offices at 350 Bridge Parkway, Redwood City,
California 94065-1517. Its principal business currently is
ownership of the Units.
Item 2. Identity and Background.
This Schedule 13D is filed by PIP Partners-General, LLC, a
California limited liability company (the "Reporting Person").
The Reporting Person was organized as a California limited
liability company for the purpose of acquiring the Units pursuant
to a tender offer on Schedule 14D-1, commenced by the Reporting
Person on November 8, 1996 (the "Tender Offer"). The principal
executive office of the Reporting Person is at 350 Bridge
Parkway, Redwood City, California 94065-1517. The manger of the
Reporting Person (the "Manager") is PromHill, Inc., a California
corporation which is beneficially owned by Sanford N. Diller
("Diller"). Mr. Diller also beneficially owns substantially all
of the interests in the Reporting Person. The sole officer and
director of the Manager is Sanford N. Diller, who is also the
beneficial owner, President, Secretary and a director of
Prometheus Development Co., Inc., a California corporation and
the general partner of the Issuer (the "General Partner"). The
business address for Mr. Diller is 350 Bridge Parkway, Redwood
City, California 94065-1517.
For certain information concerning the executive officer and
director of the Reporting Person/Manager, see Annex A to this
Schedule 13D.
During the last five years, neither the Reporting Person
nor, to the best of its knowledge, the Manager, Diller or the
General Partner (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii)
was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such
laws.
Item 3. Source and Amount of Funds and Other Consideration.
The total amount of the funds required by the Reporting
Person to purchase 1,546 Units accepted for payment pursuant to
the Tender Offer, excluding related fees and expenses, is
approximately $765,270. The Reporting Person obtained such funds
as a capital contribution from Diller. None of the funds used to
acquire beneficial ownership were borrowed funds or otherwise
obtained for the purpose of acquiring the Units.
Item 4. Purpose of Transaction.
The purpose of the Tender Offer was to acquire Units in the
Issuer. The Tender Offer was commenced in response to the tender
offer pursuant to Schedule 14D-1 of Prom Investment Partners
L.L.C., a Delaware limited liability company (the "Apollo Tender
Offer"), commenced on October 18, 1996. The Reporting Person and
the Issuer entered into the PIP General Tender Offer Agreement,
and pursuant thereto the Reporting Person commenced its Tender
Offer. The Reporting Person thus offered limited partners of the
Issuer (the "Limited Partners") who had a current or anticipated
need or desire for liquidity to sell all or a portion of their
Units to an affiliate of the General Partner if they so desired.
The Reporting Person is affiliated with the General Partner and
other entities which have business relationships with the Issuer,
and does not intend to change current management or the operation
of the Issuer and does not have current plans for any
extraordinary transaction involving the Issuer. As reported by
the Issuer, the apartment projects owned by the Issuer suffer
from a hardboard siding problem, and the General Partner and its
affiliates are experienced in handling the legal management and
other aspects of similar problems experienced at other properties
in which affiliates of the General Partner have an interest. The
Reporting Person believes that such experience is beneficial to
the Issuer in dealing with the hardboard siding problem.
The foregoing plans of the Reporting Person could change at
any time in the future. The Reporting Person and its affiliates
may acquire additional Units. Any such acquisition may be made
through private purchases, through one or more future tender
offers or by any means deemed advisable.
Item 5. Interest in Securities of the Issuer.
(a) and (b) As of the date of this Schedule 13D, the
Reporting Person beneficially owns 1,546 Units, which constitutes
approximately 8.1% of the Units outstanding.** The Reporting
Person has the sole power to vote and dispose of the Units. In
addition, an affiliate of the Reporting Person (i.e. the sole
general partner of the Issuer) owns, as the General Partner, a 5%
interest in the distributable cash from operations of the Issuer
and a 15% interest in the net proceeds from the sale or other
disposition of the properties owned by the Issuer, subject in
both cases to certain priorities of the limited partners of the
Issuer.
(c) Except for the purchase of Units pursuant to the Tender
Offer, neither the Reporting Person, the Manager, Diller, and to
the best of the Reporting Person's knowledge, the persons listed
on Appendix A, nor any affiliate thereof has effected any
transaction in the Units within the past 60 days.
** All calculations of percentages of beneficial ownership in
this Schedule 13D are based on there being 18,995 Units
outstanding, as of September 30, 1996, as disclosed in the
Partnership's Quarterly Report on Form 10-Q for the period ended
September 30, 1996.
(d) Except as noted in subsections (a) and (b) above, the
Reporting Person has no knowledge of any persons who have the
right to receive or the power to direct the receipt of
distributions from, or the proceeds from the sale of, any Units
beneficially owned by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The information set forth in Item 3, Item 4 and Item 5
above, is hereby incorporated by reference herein.
The Reporting Person and the Issuer entered into the PIP
General Tender Offer Agreement dated November 4, 1996, as
modified by letters from the Issuer to the Reporting Person dated
November 15, 1996, December 9, 1996 and December 12, 1996
(collectively, the "Tender Offer Agreement"). The Tender Offer
Agreement provided that the Reporting Person would make a
competing tender offer to the Apollo Tender Offer for up to 9,000
Units.
The Tender Offer Agreement further provided, among other
things, that the Issuer agreed to disseminate, at the Issuer's
expense, the Tender Offer materials to the Limited Partners and
others in accordance with the rules and regulations of the SEC.
In addition, the Issuer agreed to reimburse the Reporting Person
for all of its legal, accounting, printing, filing, copying,
mailing, solicitation and all other costs, fees and expenses
incurred in connection with the Tender Offer. The Issuer also
agreed to indemnify, defend, save and hold harmless the Reporting
Person, its officers, directors, members, shareholders, partners,
employees, attorneys, agents and representatives from and against
any demands, claims, causes of action, lawsuits, losses,
liabilities, costs, expenses and damages relating to, associated
with or arising from this Tender Offer, the Apollo Tender Offer,
and any related proceedings.
For further information regarding the Tender Offer
Agreement, reference is hereby made to the Tender Offer
Agreement, filed as Exhibit 1 hereto, which is hereby
incorporated by this reference. All statements related to the
Tender Offer Agreement are qualified in their entirety by
reference to the terms and provisions of the Tender Offer
Agreement.
Except as described above, neither the Reporting Person, the
Manager, Diller and to the best of the Reporting Person's
knowledge, any of the persons listed on Annex A, nor any director
or executive officer of the Manager has any contract,
arrangement, understanding or relationship with any other person
with respect to any securities of the Issuer, including, but not
limited to, contracts, arrangements, understandings or
relationships concerning the transfer or voting thereof, finders
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss or the giving
or withholding of proxies. Under the terms of the agreement of
limited partnership of the Issuer, the General Partner, an
affiliate of the Reporting Person, has various rights, duties and
obligations as the General Partner with regard to the business
and affairs of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit No. Description
1 Agreement to Make Tender Offer,
dated November 4, 1996, between the
Issuer and the Reporting Person,
together with letters dated November
15, 1996, December 9, 1996, December
12, 1996 and December 18, 1996.
SIGNATURE
After reasonable 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: January 17, 1997 PIP PARTNERS-GENERAL, LLC,
a California limited liability company
By: PromHill, Inc., a California
corporation, its Manager
By: /s/ Sanford N. Diller
Name: Sanford N. Diller
Title: President
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS OF PROMHILL, INC.
Set forth below is the name, current business address,
present principal occupation, and employment history for at least
the pst five years of the sole executive officer and director of
PromHill, Inc., the Manager. Such person is a citizen of the
United States.
SANFORD N. DILLER. Mr. Diller beneficially owns the
Manager, and has been an officer and director of PromHill, Inc.
since September 24, 1985. Mr. Diller has also been the
President, Secretary and a director of the General Partner since
October 10, 1980, and Mr. Diller founded the General Partner and
beneficially owns the General Partner. Mr. Diller received his
undergraduate education at the University of California at
Berkeley and his Doctor of Jurisprudence from the University of
San Francisco. He has been an attorney since 1953. Since the
mid-1960's, Mr. Diller has been involved in the development
and/or acquisition of more than 70 properties, totaling
approximately 13,000 residential units and over two million
square feet of office space. Mr. Diller's business address is
350 Bridge Parkway, Redwood City, California 94065-1517.
EXHIBIT INDEX
Exhibit No. Description
1 Agreement to Make Tender Offer, dated
November 4, 1996, between the Issuer and the
Reporting Person, as modified by letters from
the Issuer to the Reporting Person dated
November 15, 1996, December 9, 1996 and
December 12, 1996.
EXHIBIT 1
AGREEMENT TO MAKE TENDER OFFER
This Agreement, dated as of November 4, 1996, is entered
into between PROMETHEUS INCOME PARTNERS, a California Limited
Partnership (the "Partnership"), and PIP PARTNERS - GENERAL, LLC,
a California limited liability company ("PIP General").
AGREEMENT
The parties, intending to be legally bound hereby, agree as
follows:
1. The PIP General Tender Offer
1.1 The Terms of the PIP General Tender Offer
PIP General agrees that on the Commencement Date (as defined
below), PIP General shall make a tender offer on United States
Securities and Exchange Commission ("SEC") Schedule 14D-1 Tender
Offer Statement and related offers and documentation
(collectively the "PIP General Tender Offer") and file the same
in accordance with the SEC's rules and regulations governing
tender offers. The terms and conditions of the PIP General
Tender Offer shall be as follows:
a. A purchase price of $450 in cash for each unit of
limited partnership interest (the "Units") of the Partnership;
b. The offer will commence on November 7, 1996, or
as soon thereafter as practicable ("Commencement Date"), and will
expire no sooner than 20 business days following the Commencement
Date, unless extended in the sole discretion of PIP General;
c. There will be no minimum number of Units required
to be tendered by holders of Units (the "Limited Partners");
d. The maximum number of Units that PIP General will
accept will be 9,000 Units representing 47.4% of all of the
outstanding Units, or such lesser number as necessary in order to
avoid termination of the Partnership under section 708 of the Internal
Revenue Code of 1986, as amended, or as otherwise prohibited
under the Partnership Agreement of the Partnership (the
"Partnership Agreement");
e. The purchase price payable by PIP General will be
offset by Partnership distributions made or declared to a selling
Limited Partner after the Commencement Date;
f. Each tendering Limited Partner will also grant to
PIP General a proxy to vote the tendered Units, similar to the
proxy granted in the tender offer made by Prom Investment
Partners, L.L.C., a Delaware limited liability company, in
connection with that certain Schedule 14D-1, dated October 18,
1996 (the "Apollo Tender Offer");
g. PIP General will reserve the right to extend,
terminate, amend and/or modify the PIP General Tender Offer at
any time, subject to the reasonable consent of the Partnership;
and
h. The PIP General Tender Offer may be conditioned
upon (i) the same conditions as the Apollo Tender Offer, except
for the condition contained therein that requires a minimum
number of Units to be tendered, and (ii) the Partnership
obtaining the consent to the transfers of Units contemplated
hereby from the lender pursuant to those certain Deeds of Trust
secured by the Partnership's properties and related Promissory
Notes (the "Loan Documents") or the waiver by such lender of the
limitation on sales, transfers or other dispositions of
Partnership interests contained in the Loan Documents to the
extent such apply to the transfers contemplated by this
Agreement.
1.2 Recommendation by Partnership. The Partnership will
file with the SEC a Schedule 14D-9 on November 4, 1996 in which
the Partnership will recommend to its Limited Partners that those
of the Limited Partners wishing to sell their Units should tender
same to PIP General pursuant to the PIP General Tender Offer.
1.3 Partnership Dissemination of PIP General Tender
Offer/Reimbursement of Expenses. The Partnership will, among
other things, do the following:
a. On the Commencement Date or as soon as
practicable thereafter, promptly disseminate the PIP General
Tender Offer materials to the Limited Partners and others in
accordance with SEC's rules and regulations, at the Partnership's
expense; and
b. Upon commencement of the PIP General Tender Offer
and from time to time thereafter as requested by PIP General,
shall reimburse PIP General for all of its legal, accounting,
printing, filing, copying, mailing, solicitation, and all other
costs, fees, and expenses incurred in connection with this
Agreement and the preparation and review of all schedules, forms,
disclosure statements, offers, transmittals, reports, press
releases, letters, memoranda, and any and all other documents or
communications utilized in connection with the PIP General Tender
Offer, the partnership's response to the Apollo Tender Offer,
whether or not filed with the SEC or delivered to Limited
Partners, and any other actions taken in connection with any of
the foregoing. The Partnership will promptly reimburse PIP
General for the above expenses as incurred upon submission by PIP
General of requests for payment along with reasonable evidence of
such expenses.
1.4 Information Agent/Depositary. PIP General shall
select such information agent/depositary to be utilized in
connection with the PIP General Tender Offer, subject to the
Partnership's reasonable approval.
1.5 Communications/Press Releases. All press releases and
other communications from PIP General to Limited Partners in
connection with the PIP General Tender Offer shall be subject to
the prior review and reasonable approval of the Partnership.
1.6 Cooperation. The Partnership will provide at its
expense to PIP General and its agents and representatives, as
requested, copies of the partnership agreement of the Partnership
currently in effect (the "Partnership Agreement") and amendments
thereto, financial information related to the Partnership that is
otherwise public, partner information and addresses, and all SEC
and other governmental reports and filings concerning the
Partnership, to the extent the same are pertinent to the contents
of the PIP General Tender Offer. PIP General will provide, at
the Partnership's expense, to the Partnership and its agents and
representatives: (a) copies for approval by the Partnership of
all SEC and other governmental reports and filings concerning the
PIP General Tender Offer, as well as drafts of the PIP General
Tender Offer, prior to the filing of the same with the SEC, and
(b) information about PIP General and the officers, directors,
members, agents and representatives to the extent the same
relates to (i) such persons' experience in the development,
construction, and management of real estate projects, including
dealings with hardboard sidings problems of the type being
suffered by the Partnership, and (ii) other background
information required pursuant to Schedule 14D-1 or 14D-9.
2. Conditions to PIP General's Obligations.
The obligations of PIP General to commence and effect the
closing of the PIP General Tender Offer (the "Closing") shall be
subject to the satisfaction at or prior to the Closing of the
following conditions, any one or more of which may be waived by
PIP General:
2.1 No Injunction. There shall not be in effect any
injunction, order or decree of a court of competent jurisdiction
that restrains, prohibits or delays the PIP General Tender Offer.
2.2 Representations, Warranties and Agreements. (a) The
representations and warranties of the Partnership set forth in
this Agreement shall be true and correct in all material respects
as of the Commencement Date and the date of Closing under the PIP
Tender Offer, except to the extent such representations and
warranties expressly relate to an earlier date, and (b) the
Partnership shall have performed and complied in all material
respects with the agreements contained in this Agreement required
to be performed and complied with by it prior to or at the
Closing.
2.3 No Breach or Conflicts. There shall not be (a) any
violation of any provision of the Partnership Agreement or (b)
any violation, conflict with, default or breach (or event, which
notice or lapse of time or both, would constitute a default or
breach) under any material agreement, contract, instrument, deed
of trust or commitment to which the Partnership is party or by
which it or its properties is bound or affected or (c) any
violation of any statute or law or any judgment, decree, order,
regulation or rule of any court or other governmental body
applicable to the Partnership.
3. Conditions to The Partnership's Obligations.
The obligations of the Partnership to fulfill the
obligations under sections 1.3, 1.6 and 7 shall be subject to the
satisfaction at or prior to the Closing of the following
conditions, any one or more of which may be waived by the
Partnership:
3.1. Representations, Warranties and Agreements. (a) The
representations and warranties of PIP General set forth in this
Agreement shall be true and correct in all material respects as
of the date of this Agreement, and (b) PIP General shall have
performed and complied in all material respects with the
agreements contained in this Agreement required to be performed
and complied with by it prior to or at the Closing.
4. Representations and Warranties of the Partnership.
The Partnership represents and warrants to PIP General that
the Partnership is a limited partnership duly organized, validly
existing and in good standing under the laws of California; the
Partnership has the requisite power and authority to execute and
deliver this Agreement and to perform its obligations hereunder;
the execution, delivery and performance of this Agreement have
been duly authorized by all necessary action of the Partnership,
and this Agreement constitutes a valid and binding obligation of
the Partnership, enforceable against it in accordance with its
terms, except bankruptcy, insolvency, reorganization,
receivership, moratorium, and other similar laws affecting the
rights and remedies of creditors generally, or under general
principles of equity.
5. Representations and Warranties of PIP General.
PIP General represents and warrants to the Partnership that
PIP General is a limited liability company duly organized,
validly existing and in good standing under the laws of
California; PIP General has the requisite power and authority to
execute and deliver this Agreement and to perform its obligations
hereunder; the execution, delivery and performance of this
Agreement have been duly authorized by all necessary action of
PIP General, and this Agreement constitutes a valid and binding
obligation of PIP General, enforceable against it in accordance
with its terms, except bankruptcy, insolvency, reorganization,
receivership, moratorium, and other similar laws affecting the
rights and remedies of creditors generally, or under general
principles of equity. It is PIP General's intent to continue the
"corporate" policy of the Partnership in effect presently.
6. Covenants and Other Agreements.
6.1 Access. Between the date of this Agreement and the
consummation of the PIP General Tender Offer, the Partnership
shall (a) give PIP General and its authorized representatives
full access to all offices and other facilities and properties
of the Partnership and to the books and records of the
Partnership, (b) permit PIP General to make inspections thereof,
and (c) cause its officers and its advisers (including, without
limitation, its auditors, attorneys, financial advisors and other
consultants, agents and advisors) to furnish PIP General with
such financial and operating data and other information with
respect to the business and properties of the Partnership, and to
discuss with PIP General and its authorized representatives the
affairs of the Partnership, all as PIP General may from time to
time reasonably request, except in no event shall the Partnership
be obligated to do any of the foregoing if such should result in
the waiver, in whole or in part, of the Partnership's attorney-
client privilege as to any matter.
7. Indemnification.
The Partnership shall indemnify, defend, save, and hold
harmless without limitation PIP General, its officers, directors,
members, shareholders, partners, employees, affiliates,
attorneys, agents and representatives (collectively the
"Indemnitees") from and against any and all demands, claims,
causes of action, lawsuits, losses, liabilities, costs, expenses
and damages (including, but not limited to, travel costs,
attorneys' fees and costs, associated expert fees and discovery
costs of whatever nature) relating to, associated with or arising
from any of the following: (a) the PIP General Tender Offer; (b)
any investigation by any state or federal governmental
authorities relating to the PIP General Tender Offer or the
Apollo Tender Offer; (c) any administrative proceedings conducted
by state or federal authorities relating to the PIP General
Tender Offer or the Apollo Tender Offer; (d) any suits, legal
proceedings, or other actions by any of the Limited Partners of
the Partnership, whether directly or derivatively, and regardless
of whether individually or as a class, relating to the PIP
General Tender Offer or the Apollo Tender Offer; (e) any actions
by either the bidder under the Apollo Tender Offer, any agent,
representative or affiliate of such bidder, or any person
associated with the bidder or such other persons under the Apollo
Tender Offer; and (f) any proceedings relating to the foregoing.
Any Indemnitee may defend itself with legal counsel selected by
such Indemnitee and reasonably approved by the Partnership.
8. Miscellaneous.
8.1 Jurisdiction. Any action or proceeding seeking to
enforce any provision of, or based on any right arising out of,
this Agreement may be brought against any of the parties in the
courts of the State of California, or, if it has or can acquire
jurisdiction, in the United States District Court for the
Northern District of California, and each of the parties hereby
consents to the jurisdiction of such courts (and of the
appropriate appellate courts) in any such action or proceeding
and waives any objection to venue laid therein.
8.2 Captions. The captions in this Agreement are for
convenience of reference only and shall not be given any effect
in the interpretation of this Agreement.
8.3 No Waiver. The failure of a party to insist upon
strict adherence to any term of this Agreement on any occasion
shall not be considered a waiver or deprive that party of the
right thereafter to insist upon strict adherence to that term or
any other term of this Agreement. Any waiver must be in writing.
8.4 Exclusive Agreement; Amendment. This Agreement
supersedes all prior agreements, understandings, arrangements,
whether written or oral, between the parties with respect to its
subject matter and is intended (with the documents referred to
herein) as a complete and exclusive statement of the terms of the
agreement between the parties with respect thereto. This
Agreement cannot be changed or terminated except by a written
instrument executed by the party or parties against whom
enforcement thereof is sought; provided, however, nothing
contained herein will modify, limit or in any way affect the
provisions in the Partnership Agreement of the Partnership, and
the rights and obligations of the General Partner and the
Partnership, with regard to any matters contained in the
Partnership Agreement, including, but not limited to, the rights
of the General Partner and its affiliates to reimbursement of
expenses and other items and indemnification as provided for in
the Partnership Agreement.
8.5 Counterparts. This agreement may be executed in
counterparts, each of which shall be considered an original, but
all of which together shall constitute the same instrument.
8.6 Governing Law. This agreement and (unless otherwise
provided) all amendments hereof and waivers and consents
hereunder shall be governed by the law of the State of California
without giving effect to any conflict of law provisions.
8.7 Attorneys' Fees. In any action or proceeding brought
by a party to enforce any provision of this Agreement, the
prevailing party shall be entitled to recover the reasonable
costs and expenses incurred by it in connection with that action
or proceeding (including, but not limited to, attorneys' fees and
expenses and expert witness fees).
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year shown opposite their signatures.
PROMETHEUS INCOME PARTNERS,
a California limited partnership
By: Prometheus Development Co., Inc.,
a California corporation
Its general partner
By: /s/John Pringle
Its: Vice President
PIP PARTNERS - GENERAL, LLC,
a California limited liability company
By: PromHill, Inc., a California
corporation, its manager
By: /s/ Sanford N. Diller
Its: President
PROMETHEUS INCOME PARTNERS
350 Bridge Parkway
Redwood City, CA 94065-1517
(415) 596-5393
November 15, 1996
Mr. Sanford N. Diller
PIP Partners-General, LLC
350 Bridge Parkway
Redwood City, CA 94065-1517
Re: PIP Partners-General, LLC Tender Offer
Dear Sanford:
We hereby consent to and approve the amended tender offer of PIP
Partners-General, LLC described in its Amended Offer to Purchase,
dated November 15, 1996, and confirm that the terms of the
Agreement to Make Tender Offer dated as of November 4, 1996, are
applicable to such amended offer.
Sincerely,
PROMETHEUS INCOME PARTNERS, a California limited partnership
By: PROMETHEUS DEVELOPMENT CO., INC.,
a California corporation, its general partner
By: /s/ Vicki R. Mullins
Vicki R. Mullins, Chief Financial Officer
PROMETHEUS INCOME PARTNERS
350 Bridge Parkway
Redwood City, CA 94065-1517
(415) 596-5393
December 9, 1996
Mr. Sanford N. Diller
PIP Partners-General, LLC
350 Bridge Parkway
Redwood City, CA 94065-1517
Re: PIP Partners-General, LLC Tender Offer
Dear Sanford:
We hereby consent to and approve the amended tender offer of PIP
Partners-General, LLC described in its Amended Offer to Purchase,
dated December 9, 1996, and confirm that the terms of the
Agreement to Make Tender Offer, dated as of November 4, 1996, are
applicable to such amended offer.
Sincerely,
PROMETHEUS INCOME PARTNERS, a California limited partnership
By: PROMETHEUS DEVELOPMENT CO., INC.,
a California corporation, its general partner
By: /s/ Vicki R. Mullins
Vicki R. Mullins, Chief Financial Officer
PROMETHEUS INCOME PARTNERS
350 Bridge Parkway
Redwood City, CA 94065-1517
(415) 596-5393
December 12, 1996
Mr. Sanford N. Diller
PIP Partners-General, LLC
350 Bridge Parkway
Redwood City, CA 94065-1517
Re: PIP Partners-General, LLC Tender Offer
Dear Sanford:
We hereby consent to and approve the amended tender offer of
PIP Partners-General, LLC described in its Amended Offer to
Purchase, dated December 12, 1996, and confirm that the terms of
the Agreement to Make Tender offer, dated as of November 4, 1996,
are applicable to such amended offer.
Sincerely,
PROMETHEUS INCOME PARTNERS, a California limited partnership
By: PROMETHEUS DEVELOPMENT CO., INC.,
a California corporation, its general partner
By: /s/ Vicki R. Mullins
Vicki R. Mullins, Chief Financial Officer
PROMETHEUS INCOME PARTNERS
350 Bridge Parkway
Redwood City, CA 94065-1517
(415) 596-5393
December 18, 1996
Mr. Sanford N. Diller
PIP Partners-General, LLC
350 Bridge Parkway
Redwood City, CA 94065-1517
Re: PIP Partners-General, LLC Tender Offer
Dear Sanford:
We hereby consent to and approve the amended tender offer of
PIP Partners-General, LLC described in its Amended Offer to
Purchase, dated December 18, 1996, and confirm that the terms of
the Agreement to Make Tender offer, dated as of November 4, 1996,
are applicable to such amended offer.
Sincerely,
PROMETHEUS INCOME PARTNERS, a California limited partnership
By: PROMETHEUS DEVELOPMENT CO., INC.,
a California corporation, its general partner
By: /s/ Vicki R. Mullins
Vicki R. Mullins, Chief Financial Officer
