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|
Check the appropriate box:
|_| 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)
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:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
PROMETHEUS INCOME PARTNERS
350 Bridge Parkway
Redwood City, CA 94065-1517
(650) 596-5393
March 13, 2002
To the Limited Partners:
Prometheus Income Partners, a California limited partnership has filed revised
preliminary proxy materials with the Securities and Exchange Commission relating
to a proposed merger in which all of the outstanding limited partnership units
of Prometheus Income Partners, a California limited partnership would be
acquired by PIP Partners-General, LLC, a California limited liability company,
an affiliate of your general partner, in exchange for $1,714 in cash per unit.
You will be able to obtain 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.
Once a definitive proxy statement relating to a proposed transaction has been
filed with the Securities and Exchange Commission, it will be distributed to our
limited partners. In such event, read the definitive proxy statement when you
receive it, as it will contain important information that expands upon and
clarifies the information contained in this letter, including a detailed list of
participants in the proxy solicitation, as well as their direct and indirect
interests in the partnership. Upon request, once they become available, the
general partner will provide you for free with a definitive proxy statement and
our Annual Report on Form 10-K for the year ended December 31, 2001.
On behalf of your general partner, I thank you and appreciate your patience and
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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