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
Check the appropriate box:
___ Preliminary Proxy Statement ___ Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
___ Definitive Proxy Statement
___ Definitive Additional Materials
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:
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To: The Limited Partners of Prometheus Income Partners
Prometheus Income Partners (the "Partnership") intends to hold, as soon as
practicable, a meeting of the Limited Partners of the Partnership at which the
Limited Partners will consider and vote on a proposal by the Partnership's
General Partner for the Partnership to enter into a Merger Agreement with an
affiliate of the General Partner. The General Partner and the affiliate are
controlled by the same entities, and therefore the General Partner's interests
conflict with those of the Limited Partners. For the Merger to proceed, a
majority of the limited partnership interests must be voted in favor of the
Merger. If approved and consummated, each Limited Partner will be entitled to
receive $1,200 in cash for each Limited Partner Unit they hold, but as a result
each Limited Partner will no longer be a Limited Partner and will have no right
to any property of the Partnership.
A preliminary proxy statement was recently filed with the Securities and
Exchange Commission. Once a definitive proxy statement has been filed with the
Securities and Exchange Commission, it will be distributed to Limited Partners
with a proxy card for Limited Partners to execute and return. Read the
definitive proxy statement when you receive it because it contains important
information which 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 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, 2000,
the Partnership's Quarterly Report on Form 10-Q/A for the quarter ended March
31, 2000, and the Agreement and Plan of Merger dated as of June 22, 2000.
On behalf of the General Partner, I thank you for your 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
