================================================================================ 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): March 8, 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 (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation or organization) 50 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 ------------------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ Item 5. Other Events. On March 8, 2001, the Registrant mailed to each holder of limited partnership units of the Registrant the letter (the "Letter") attached hereto as Exhibit 99.1 regarding the proposed merger of the Registrant with and into PIP Partners-General, LLC ("PIP Partners") and the unsolicited tender offer from Everest Management, LLC, a California limited liability company, which is unaffiliated with the Registrant. As set forth in the Letter, the Registrant has recently filed revised preliminary proxy materials with the Securities and Exchange Commission ("SEC"), and is awaiting comments from the SEC. Item 7. Financial Statements and Exhibits. (c) EXHIBITS 99.1 Letter to The Limited Partners of the Registrant dated March 8, 2001 99.2 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 12, 2001 By: /s/ John J. Murphy ------------------ John J. Murphy, Vice President INDEX TO EXHIBITS Exhibit Number Description - -------------- ----------- 99.1 Letter to the Limited Partners of the Registrant dated March 8, 2001