SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant X
Check the appropriate box:
Preliminary Proxy Statement Confidential, for Use of the
Definitive Proxy Statement Commission Only (as permitted by
Definitive Additional Materials Rule 14a-6(e)(2))
X Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
PROMETHEUS INCOME PARTNERS, a California limited partnership
(Name of Registrant as Specified in Its Charter)
PROMETHEUS DEVELOPMENT CO., INC., a California corporation
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-
11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total Fee Paid:
Fee paid previously with preliminary materials:
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date File
PROMETHEUS DEVELOPMENT CO., INC.
350 Bridge Parkway
Redwood City, Ca 94065-1517
(650) 596-5393
November 22, 2000
To: The Limited Partners of Prometheus Income Partners
In June 2000, Prometheus Income Partners (the "Partnership") advised you of
its intent to hold a meeting of the Limited Partners of the Partnership to
address a proposal pursuant to which PIP Partners-General, LLC, which is an
affiliate of the Partnership's General Partner, would acquire by way of merger
all of the outstanding limited partner units not now owned by it. As originally
proposed, if the merger were approved and consummated, each Limited Partner
would receive $1,200 in cash for each Limited Partner Unit they hold. The
parties have continued to pursue this transaction by filing requisite
preliminary proxy and related materials with the Securities and Exchange
Commission and by taking other actions to facilitate the proposed transaction.
However, in light of better than anticipated financial results for the first
nine months of fiscal 2000, PIP Partners-General has decided to obtain
appraisals of each of the Partnership's two properties, at its expense, in
order better to assess the fairness of the proposed merger terms. While it is
the current intent of these parties to proceed with the proposed merger, the
parties may proceed with the transaction on the same or different terms, or may
determine not to proceed at all, depending on the outcome of those appraisals.
If the parties determine to proceed, the appraisals will be included in the
proxy materials to be provided to you.
Preliminary proxy statements have been filed with the Securities and Exchange
Commission. If the parties determine to proceed with the merger, a definitive
proxy statement will be filed with the Securities and Exchange Commission and
distributed to Limited Partners with a proxy card for Limited Partners to
execute and return. In such event, read the definitive proxy statement when you
receive it because it will contain important information that expands upon and
clarifies the information contained in this letter. You can also obtain a
preliminary version of the proxy statement, and any other relevant documents,
for free at the Securities and Exchange Commission's web site at www.sec.gov.
The definitive proxy statement to be provided to you will provide further
information with respect to the proxy solicitation and the proposed merger,
including a detailed list of the participants in the proxy solicitation as well
as a description of their direct or indirect interests in the Partnership. Upon
request, once they become available, the General Partner will provide you for
free with a Proxy Statement, the Partnership's Annual Report on Form 10-K for
the year ended December 31, 1999, the Partnership's Quarterly Reports on Form
10-Q for the quarters ended March 31, 2000, June 30, 2000 and September 30,
2000, copies of each of which previously have been sent to each of the limited
partners, and the Amended and Restated Agreement and Plan of Merger dated as of
September 29, 2000.
On behalf of the General Partner, I thank you for your patience and support
and appreciate your consideration of these matters.
Prometheus Development Co., Inc., a California
corporation
/s/ John J. Murphy
By: John J. Murphy
Title: Vice President
