SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13E-3
RULE 13e-3 TRANSACTION STATEMENT
Under Section 13(e) of the Securities Exchange Act of 1934
Prometheus Income Partners, a California limited partnership
(Name of Issuer)
Prometheus Income Partners
Prometheus Development Co., Inc.
PIP Partners-General, LLC
PromHill, Inc.
The DNS Trust
Helen P. Diller
Sanford N. Diller
(Name of Person(s) Filing Statement)
Limited Partnership Interests
(Title of Class of Securities)
742941107
(CUSIP Number of Class of Securities)
David L. Gersh, Esq.
Paul, Hastings, Janofsky & Walker LLP
555 So. Flower Street, Twenty-Third Floor
Los Angeles, California 90071
(213) 683-6000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
This Statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information
statement subject to Regulation 14A (240.14a-1 through 240.14b-2),
Regulation 14C (240.14c-1 through 240.14c-101) or Rule 13e-3(c)
(240.13e-3(c)) under the Securities Exchange Act of 1934 (the "Act").
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies:[ X ]
Calculation of Filing Fee
Transaction Valuation Amount of filing fee
$1,200/Unit * 15,544 Units = $18,652,800 * 0.0002 =
$18,652,800 $3,731
[X] Check box if any part of the fee is offset as provided by
Section 240.0-11(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 the date of
its filing.
Amount Previously Paid: $3,731
Form or Registration No: Schedule 14A
Filing Party: Prometheus Development Company, Inc.
Date Filed: June 27, 2000
Introduction
This Rule 13E-3 Transaction Statement (the "Statement")
relates to the proposed merger of PIP Acquisition, LLC ("Acquisition")
into Prometheus Income Partners, a California limited partnership (the
"Partnership").
The general partner of the Partnership is Prometheus
Development Co., Inc. (the "General Partner"), all of the equity of
which is held by The DNS Trust.
The holder of 100% of the member interest of Acquisition is
PIP Partners - General, LLC ("PIP General"), 99% of the member
interests of which are held by The DNS Trust, and 1% of the member
interests of which are held by Jaclyn B. Safier. PromHill, Inc.
("PromHill") is the manager of PIP General. All of the equity of
PromHill is held by The DNS Trust. Sanford N. Diller is the sole
director and the President and Chief Financial Officer of PromHill.
Vicki Mullins is a Vice President and Assistant Secretary and John
Murphy is a Vice President and Assistant Secretary of PromHill.
The following Cross Reference Sheet is supplied pursuant to
General Instruction F to Schedule 13E-3 and shows the location in the
Proxy Solicitation Statement filed on June 27, 2000 by PIP General of
the information required to be included in response to the items of
this Statement. The information in the Proxy Solicitation Statement is
hereby expressly incorporated by reference in answer to the items in
this Statement, and the Cross Reference Sheet set forth below shows the
location in the Proxy Solicitation Statement to the information
required to be included in response to the items of this Statement, as
are the Appendices thereto. The Proxy Solicitation Statement will be
completed and, if appropriate, amended, prior to the time it is first
sent or given to limited partners of the Partnership. This Statement
will be amended to reflect such completion or amendment of the Proxy
Solicitation Statement.
Cross Reference Sheet
Item of Schedule 13E-3 Location in Proxy Solicitation Statement
pursuant to Schedule 14A
Item 1. Summary Term Highlights
Sheet
Item 2. Subject
Company Information
(a) Summary - Parties to the Transaction;
Background - The Partnership; Background
- PIP General; Background - Acquisition
(b) Questions and Answers About the
Transaction; Summary - The Meeting; The Meeting
(c) Additional Information Concerning Units
Background - The Partnership - Distributions;
Background - The Partnership - The Partnership
Agreement; Summary - Fairness - Positive
Factors Considered
(e) Inapplicable
(f) Additional Information Concerning Units
Item 3. Identity and
Background of Filing
Person
(a)-(c) Summary - Parties to the Transaction; Background
- The Partnership; Background - PIP General;
Background - Acquisition; Background - The
Partnership - Executive Officers
Item 4. Terms of the
Transaction
(a)-(c) Highlights; Summary - Effects of the
Transactions; Summary - Structure of the
Transaction; Summary - Fairness, Positive
Factors Considered; Summary - The Meeting
- Record Date; Voting Power; Summary -
The Meeting - Quorum; Vote Required;
Summary - Accounting Treatment; Background -
Federal Income Tax Consequences
(d) Summary - Fairness - Negative Factors
Considered
(e) Where You Can Find More Information;
Other Matters; Highlights
(f) Inapplicable
Item 5. Past Contacts,
Transactions,
Negotiations and
Agreements
(a) Additional Information Concerning Units
(b), (c) Background - The Partnership - Tender Offers
(e) Background - The Prom Transaction;
Determination of Purchase Price
Item 6. Purposes of the
Transaction and Plans
or Proposals
(b) Inapplicable
(c) Background - Effects of the Transaction
on the Partnership
Item 7. Purposes,
Alternatives, Reasons
and Effects
(a) Background - Reasons for the Merger
(b) Background - Alternatives to the Transaction
(c) Summary - Fairness - Positive Factors
Considered; Background - Reasons for the Merger
(d) Background - Effects of the Transaction
on the Partnership; Background - Federal
Income Tax Consequences; Summary - Fairness
Item 8. Fairness of the
Transaction
(a)-(e) Summary - Fairness
(f) Inapplicable
Item 9. Reports,
Opinions, Appraisals
and Negotiations
(a) Summary - Fairness - Negative Factors
Considered; Background - The Prom
Transaction; Determination of Purchase Price
(b), (c) Inapplicable
Item 10. Source and
Amounts of Funds or
Other Consideration
(a) - (d) Summary - Consideration and Financing;
The Meeting -Solicitation of Proxies
Item 11. Interest in
Securities of the
Subject Company
(a) Additional Information Concerning Units;
Principal Holders of Units; Summary -
Structure of the Transaction; Background
- The Partnership - Principal Unitholders
(b) Background - The Partnership - Recent
Transactions; Background - The Prom
Transaction - Determination of Purchase
Price; Additional Information Concerning Units
Item 12. The
Solicitation or
Recommendation
(d), (e) Inapplicable
Item 13. Financial
Statements
(a) Selected Financial Data of the
Partnership; Incorporation of Certain
Documents by Reference
(b) Inapplicable
Item 14. Persons/Assets,
Retained, Employed,
Compensated or Used.
(a), (b) Summary - Consideration and Financing;
The Meeting - Solicitation of Proxies
Item 15. Additional
Information.
(b) Proxy Statement in Its Entirety
Item 16. Exhibits
(a), (d), (f), (g) Proxy Statement in Its Entirety
Signature. 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.
PROMETHEUS INCOME PARTNERS, a California
limited partnership
By: PROMETHEUS DEVELOPMENT CO., INC.,
a California corporation,
Its General Partner
By:/s/ John J. Murphy
Name: John J. Murphy
Title: Vice President
PROMETHEUS DEVELOPMENT CO., INC., a
California corporation
By:/s/ John J. Murphy
Name: John J. Murphy
Title: Vice President
PIP PARTNERS - GENERAL, LLC, a California
limited liability company
By: PROMHILL, INC., a California
corporation, Its Manager
By: /s/ Vicki R. Mullins
Name: Vicki R. Mullins
Title: Vice President
PROMHILL, INC., a California corporation
By: /s/ Vicki R. Mullins
Name: Vicki R. Mullins
Title: Vice President
The DNS Trust
By: /s/ Sanford N. Diller
Name: Sanford N. Diller
Title: Trustee
By: /s/ Helen P. Diller
Name: Helen N. Diller
Title: Trustee
SANFORD N. DILLER
By: /s/ Sanford N. Diller
Name: Sanford N. Diller
HELEN P. DILLER
By: /s/ Helen P. Diller
Name: Helen P. Diller
