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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 2001
Prometheus Income Partners,
a California Limited Partnership
(Exact name of registrant as specified in its charter)
California 000-16950 77-0082138
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
350 Bridge Parkway, Redwood, California 94065-1517
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 596-5300
Not Applicable
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
The sole director in a Consent to Action Without Meeting of the Board of
Directors of Prometheus Development Co., Inc., as General Partner of Prometheus
Income Partners, a California limited partnership (the "Company"), dated
February 26, 2001, approved the engagement of Ernst & Young, LLP as its
independent auditors for the calendar year ending December 31, 2000 to replace
the firm of Arthur Andersen, LLP, who were dismissed as auditors of the Company.
The reports of Arthur Andersen, LLP on the Company's financial statements for
the past two calendar years did not contain an adverse opinion or a disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles.
In connection with the audits of the Company's financial statements for each of
the two fiscal years ended December 31, 1998 and 1999, and in the subsequent
interim period, there were no disagreements with Arthur Andersen, LLP on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope and procedures which, if not resolved to the satisfaction of
Arthur Andersen, LLP would have caused Arthur Andersen, LLP to make reference to
the matter in their report.
There are not "reportable events" as that term is described in Item 304(a)(1)(v)
of Regulation S-K.
In accordance with the rules of the Securities and Exchange Commission, the
Company provided Arthur Andersen, LLP a copy of the disclosures made under this
Item 4 and requested Arthur Andersen, LLP to furnish it with a letter addressed
to the Securities and Exchange Commission stating whether or not Arthur
Andersen, LLP agrees with the above statements as set forth in a letter dated
February 26, 2001. Such letter is attached as Exhibit 16.1.
Further, the Company has not consulted with Ernst & Young, LLP, during the two
years ended December 31, 2000, and during the subsequent period to the date
hereof, on either the application of accounting principles or the type of
opinion Ernst & Young, LLP might issue on the Company's financial statements.
Item 7. Financial Statements and Exhibits
(C) EXHIBITS
16.1 Letter from Arthur Andersen LLP dated March 5, 2001
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Prometheus Income Partners,
a California Limited Partnership
(Registrant)
Date: March 5, 2001 By: /s/ John J. Murphy
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John J. Murphy,
Vice President
INDEX TO EXHIBITS
Exhibit Number Description
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16.1 Letter from Arthur Andersen LLP dated March
5, 2001