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|
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|_| 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)
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|X| No fee required.
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PROMETHEUS INCOME PARTNERS
350 Bridge Parkway
Redwood City, CA 94065-1517
(650) 596-5393
March 8, 2001
To the Limited Partners:
By now you may have become aware of an unsolicited tender offer for up to 300
Units of Limited Partnership Interest in Prometheus Income Partners at $800
dollars per unit. The unsolicited tender offer was made by Everest Management,
LLC, a California limited liability company, which is unaffiliated with
Prometheus Income Partners.
Prometheus Income Partners recently filed revised preliminary proxy materials
with the Securities and Exchange Commission for a proposed Merger with an
affiliate of the general partner, which, if completed, would yield a minimum of
$1,200 per Unit in cash to investors plus possible additional amounts depending
on the outcome of the pending litigation and the actual cost of the property
repairs. You can get the revised preliminary version of the proxy statement, and
any other relevant documents, for free at the Securities and Exchange
Commission's website at www.sec.gov. We are awaiting comments from the
Securities and Exchange Commission, which may require our response.
Once a definitive proxy statement has been filed with the Securities and
Exchange Commission and declared effective, it will be distributed to Limited
Partners. We cannot assure you that the definitive proxy statement will be
declared effective. The definitive proxy statement will contain important
information, which expands upon and clarifies the information contained in this
letter, including a detailed list of participants in the proxy soliticitation,
as well as their direct and indirect interests in the partnership.
As communicated previously, the Partnership intends to hold, as soon as
practicable, a meeting of the Limited Partners of the Partnership at which time
the Limited Partners will consider and vote on the proposal by the Partnership's
General Partner. For the Merger to proceed, a majority of the limited
partnership interests must be voted in favor of the Merger, and other conditions
must be fulfilled. Of course, we can give you no assurance that the merger will
be consummated.
On behalf of the General Partner, I thank you and appreciate your consideration
of these matters.
Prometheus Development Co., Inc., a California
corporation
/s/ John Murphy
-------------------------
By: John J. Murphy
Title: Vice President
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