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 (Sections 240.14a-1 through 240.14b-2), Regulation 14C
(Sections 240.14c-1 through 240.14c-101) or Rule 13e-3(c) (Section 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
$1,445(1)/Unit * 15,544 Units = $22,461,080 * 0.0002 =
$22,461,080 $4,493
[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: $4,493
Form or Registration No: Schedule 14A
Filing Party: Prometheus Development Company
Date Filed: June 27, 2000 (as amended February 28, 2001)
- ----------
1 Estimated for purpose of calculation of the filing fee
Introduction
This Rule 13E-3 Transaction Statement (the "Statement") relates to
the proposed merger of PIP Acquisition, LLC into Prometheus Income Partners, a
California limited partnership.
The general partner of the partnership is Prometheus Development
Co., Inc., all of the equity of which is held by The DNS Trust. Sanford N.
Diller and Helen P. Diller are co-trustees and co-beneficiaries of the DNS
Trust.
The holder of 100% of the member interests of PIP Acquisition is PIP
Partners - General, LLC, 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. 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 of PromHill, 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 April 17, 2001 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 Sheet
Questions and Answers About the Transaction
Item 2. Subject Company Information
(a) Summary - Parties to the Transaction - Prometheus
Income Partners
(b) Summary - The Meeting - Record Date; Voting Power;
The Meeting - Record Date; Voting Power;
Additional Information Concerning Units
(c) Summary - Parties to the Transaction - Prometheus
Income Partners; Background - Fairness of the
Transaction - Negative Factors Considered;
Background - Alternatives to the Transaction -
Continued Ownership of Prometheus Income Partners;
Additional Information Concerning Units
(d) Questions and Answers About the Transaction;
Summary - Parties to the Transaction - Prometheus
Income Partners; Background - Reasons for the
Merger; Background - Fairness of the Transaction -
Positive Factors Considered; Background - Fairness
of the Transaction - Negative Factors Considered;
Background - Alternatives to the Transaction -
Liquidation; Background - Alternatives to the
Transaction - Continued Ownership of the
Partnership; The Parties - Prometheus Income
Partners - Construction Defects; The Parties -
Prometheus Income Partners - Distributions;
Additional Information Concerning Units - Plans or
Proposals
(e) Inapplicable
(f) The Parties - Prometheus Income Partners - Recent
Transactions; Additional Information Concerning
Units
Item 3. Identity and Background of Filing Person
(a)-(c) Summary - Parties to the Transaction - PIP
Partners - General; Summary - Parties to the
Transaction - PIP Acquisition; The Parties -
Prometheus Income Partners - Background; The
Parties - PIP Partners - General; The Parties -
PIP Acquisition
Item 4. Terms of the
Transaction
(a)-(c) Questions and Answers About the Transaction;
Summary - Effects of the Transaction; Summary -
Structure of the Transaction; Summary - The
Meeting - Quorum; Vote Required; Summary -
Conditions to the Transaction; Summary -
Consideration and Financing; Summary - Accounting
Treatment; Summary - Federal Income Tax
Consequences; Background- Reasons for the Merger
(d) Questions & Answers About the Transaction
(e) Other Matters
(f) Inapplicable
Item 5. Past Contacts, Transactions, Negotiations and Agreements
(a) - (c) Background - Reasons for the Merger; The Parties -
Prometheus Income Partners - Recent Tender Offers;
The Parties - Prometheus Income Partners - Recent
Transactions; Additional Information Concerning
Units; Additional Information Concerning Units -
Principal Holders of Units; Additional Information
Concerning Units - Contracts, Arrangements and
Understandings
(e) Inapplicable
Item 6. Purposes of the Transaction and Plans or Proposals
(b) Inapplicable
(c) Summary - Effects of the Transaction; Summary -
Consideration and Financing; The Merger - Effects
of the Merger on Prometheus Income Partners;
Additional Information Concerning Units - Plans or
Proposals
Item 7. Purposes, Alternatives, Reasons and Effects
(a), (c) Questions and Answers About the Transaction;
Background - Reasons for the Merger; Background -
Fairness of the Transaction - Positive Factors
Considered
(b) Background - Alternatives to the Transaction
Considered
(d) Summary - Effects of the Transaction; Summary -
Structure of the Transaction; Summary - Federal
Income Tax Consequences; Merger - Effects of the
Merger on Prometheus Income Partners; The Merger -
Federal Income Tax Consequences;
Item 8. Fairness of the Transaction
(a), (b) Questions and Answers About the Transaction;
Summary - Fairness of the Merger; Background -
Fairness of the Transaction
(c) Questions and Answers About the Transaction;
Summary - The Meeting - Quorum; Vote Required;
Background - Fairness of the Transaction -
Positive Factors Considered; Background - Fairness
of the Transaction - Negative Factors Considered;
The Meeting - Vote Required
(d) Questions and Answers About the Transaction
(e), (f) Inapplicable
Item 9. Reports, Opinions, Appraisals and Negotiations
(a) Questions and Answers About the Transaction;
Background - Fairness of the Transaction;
Appraisal
(b) Appraisal; Appendix C; Appendix D
(c) Appendix C; Appendix D
Item 10. Source and Amounts of Funds or Other Consideration
(a), (d) Summary - Consideration and Financing
(b) Questions and Answers About the Transaction;
Summary - Conditions to the Transaction; Summary -
Consideration and Financing
(c) Summary - Consideration and Financing; The Merger
Agreement - Expenses
Item 11. Interest in Securities of the Subject Company
(a) Questions and Answers About the Transaction;
Summary - Parties to the Transaction - Prometheus
Income Partners; Summary - Parties to the
Transaction - PIP Partners - General; Summary -
Parties to the Transaction - PIP Acquisition;
Summary - Structure of the Transaction; The
Parties - Prometheus Income Partners - Principal
Unitholders; Additional Information Concerning
Units - Principal Holders of Units
(b) The Parties - Prometheus Income Partners - Recent
Transactions; Background - Reasons for the Merger;
Additional Information Concerning Units
Item 12. The Solicitation or Recommendation
(d) Questions and Answers About the Transaction;
Summary - The Meeting - Quorum; Vote Required;
Background - Fairness of the Transaction -
Positive Factors Considered; Background - Fairness
of the Transaction - Negative Factors Considered;
The Meeting - Vote Required; The Meeting -
Recommendations of the General Partner
(e) Questions and Answers About the Transaction; The
Meeting - Recommendations of the General Partner
Item 13. Financial Statements
(a) Summary 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 - Proxy Solicitation; The Meeting -
Solicitation of Proxies
Item 15. Additional Information.
(b) Proxy Statement in Its Entirety
Item 16. Exhibits
(a) Letter to Limited Partners filed with the
Commission on June 29, 2000; Letter to Limited
Partners filed with the Commission on November 27,
2000; Letter to Limited Partners filed with the
Commission on March 12, 2001; Letter to Limited
Partners Transmitting Proxy Statement; Notice of
Meeting of Limited Partners; Proxy Statement in
Its Entirety; Appendices to the Proxy Statement
(b) Not Applicable
(d) Appendix C
(f), (g) Not Applicable
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: _____________________________________
Name: ______________________________
Title: _____________________________
PROMETHEUS DEVELOPMENT CO., INC., a California
corporation
By: _____________________________________
Name: ______________________________
Title: _____________________________
PIP PARTNERS - GENERAL, LLC, a California limited
liability company
By: PROMHILL, INC., a California corporation,
Its Manager
By: _____________________________________
Name: ______________________________
Title: _____________________________
PROMHILL, INC., a California corporation
By: _____________________________________
Name: ______________________________
Title: _____________________________
SANFORD N. DILLER AND HELEN P. DILLER AS TRUSTEES
OF THE DNS TRUST
By: _____________________________________
Name: Helen P. Diller
Title: Trustee
By: _____________________________________
Name: Sanford N. Diller
Title: Trustee
SANFORD N. DILLER
By: _____________________________________
Name: Sanford N. Diller
HELEN P. DILLER
By: _____________________________________
Name: Helen P. Diller