SC 13E3 1 0001.txt 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 (240.14a-1 through 240.14b-2), Regulation 14C (240.14c-1 through 240.14c-101) or Rule 13e-3(c) (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 $1,200/Unit * 15,544 Units = $18,652,800 * 0.0002 = $18,652,800 $3,731 [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: $3,731 Form or Registration No: Schedule 14A Filing Party: Prometheus Development Company, Inc. Date Filed: June 27, 2000 Introduction This Rule 13E-3 Transaction Statement (the "Statement") relates to the proposed merger of PIP Acquisition, LLC ("Acquisition") into Prometheus Income Partners, a California limited partnership (the "Partnership"). The general partner of the Partnership is Prometheus Development Co., Inc. (the "General Partner"), all of the equity of which is held by The DNS Trust. The holder of 100% of the member interest of Acquisition is PIP Partners - General, LLC ("PIP General"), 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. ("PromHill") 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 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 June 27, 2000 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 Highlights Sheet Item 2. Subject Company Information (a) Summary - Parties to the Transaction; Background - The Partnership; Background - PIP General; Background - Acquisition (b) Questions and Answers About the Transaction; Summary - The Meeting; The Meeting (c) Additional Information Concerning Units Background - The Partnership - Distributions; Background - The Partnership - The Partnership Agreement; Summary - Fairness - Positive Factors Considered (e) Inapplicable (f) Additional Information Concerning Units Item 3. Identity and Background of Filing Person (a)-(c) Summary - Parties to the Transaction; Background - The Partnership; Background - PIP General; Background - Acquisition; Background - The Partnership - Executive Officers Item 4. Terms of the Transaction (a)-(c) Highlights; Summary - Effects of the Transactions; Summary - Structure of the Transaction; Summary - Fairness, Positive Factors Considered; Summary - The Meeting - Record Date; Voting Power; Summary - The Meeting - Quorum; Vote Required; Summary - Accounting Treatment; Background - Federal Income Tax Consequences (d) Summary - Fairness - Negative Factors Considered (e) Where You Can Find More Information; Other Matters; Highlights (f) Inapplicable Item 5. Past Contacts, Transactions, Negotiations and Agreements (a) Additional Information Concerning Units (b), (c) Background - The Partnership - Tender Offers (e) Background - The Prom Transaction; Determination of Purchase Price Item 6. Purposes of the Transaction and Plans or Proposals (b) Inapplicable (c) Background - Effects of the Transaction on the Partnership Item 7. Purposes, Alternatives, Reasons and Effects (a) Background - Reasons for the Merger (b) Background - Alternatives to the Transaction (c) Summary - Fairness - Positive Factors Considered; Background - Reasons for the Merger (d) Background - Effects of the Transaction on the Partnership; Background - Federal Income Tax Consequences; Summary - Fairness Item 8. Fairness of the Transaction (a)-(e) Summary - Fairness (f) Inapplicable Item 9. Reports, Opinions, Appraisals and Negotiations (a) Summary - Fairness - Negative Factors Considered; Background - The Prom Transaction; Determination of Purchase Price (b), (c) Inapplicable Item 10. Source and Amounts of Funds or Other Consideration (a) - (d) Summary - Consideration and Financing; The Meeting -Solicitation of Proxies Item 11. Interest in Securities of the Subject Company (a) Additional Information Concerning Units; Principal Holders of Units; Summary - Structure of the Transaction; Background - The Partnership - Principal Unitholders (b) Background - The Partnership - Recent Transactions; Background - The Prom Transaction - Determination of Purchase Price; Additional Information Concerning Units Item 12. The Solicitation or Recommendation (d), (e) Inapplicable Item 13. Financial Statements (a) 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 - Consideration and Financing; The Meeting - Solicitation of Proxies Item 15. Additional Information. (b) Proxy Statement in Its Entirety Item 16. Exhibits (a), (d), (f), (g) Proxy Statement in Its Entirety 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:/s/ John J. Murphy Name: John J. Murphy Title: Vice President PROMETHEUS DEVELOPMENT CO., INC., a California corporation By:/s/ John J. Murphy Name: John J. Murphy Title: Vice President PIP PARTNERS - GENERAL, LLC, a California limited liability company By: PROMHILL, INC., a California corporation, Its Manager By: /s/ Vicki R. Mullins Name: Vicki R. Mullins Title: Vice President PROMHILL, INC., a California corporation By: /s/ Vicki R. Mullins Name: Vicki R. Mullins Title: Vice President The DNS Trust By: /s/ Sanford N. Diller Name: Sanford N. Diller Title: Trustee By: /s/ Helen P. Diller Name: Helen N. Diller Title: Trustee SANFORD N. DILLER By: /s/ Sanford N. Diller Name: Sanford N. Diller HELEN P. DILLER By: /s/ Helen P. Diller Name: Helen P. Diller