-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EWgBZamwR0eFfrbzr6GwaibsHG/iMJDoFZDQ1uhniixEMcHWof0UoJFbRbqRkkfq HpnC2hG4BIa7lNxko8U3WA== 0000950134-96-005952.txt : 19961113 0000950134-96-005952.hdr.sgml : 19961113 ACCESSION NUMBER: 0000950134-96-005952 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19961112 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROMETHEUS INCOME PARTNERS CENTRAL INDEX KEY: 0000803026 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 770082138 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47161 FILM NUMBER: 96658581 BUSINESS ADDRESS: STREET 1: 350 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065-1517 BUSINESS PHONE: 4155965300 MAIL ADDRESS: STREET 2: 2600 CAMPUS DRIVE SUITE 200 CITY: CAMPUS DRIVE STATE: CA ZIP: 94403 FORMER COMPANY: FORMER CONFORMED NAME: PROMETHEUS DEVELOPMENT INCOME PARTNERS DATE OF NAME CHANGE: 19861229 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PROM INVESTMENT PARTNERS LLC CENTRAL INDEX KEY: 0001025364 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133912591 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: C/O APOLLO REAL ESTATE ADVISORS LP STREET 2: TWO MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 2128567000 MAIL ADDRESS: STREET 1: C/O BATTLE FOWLER LLP STREET 2: 75 E 55TH ST CITY: NEW YORK STATE: NY ZIP: 10022 SC 14D1/A 1 AMENDMENT NO.1 TO SCHEDULE 14D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- Schedule 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 (AMENDMENT NO. 1) - -------------------------------------------------------------------------------- PROMETHEUS INCOME PARTNERS (Name of Subject Company) PROM INVESTMENT PARTNERS L.L.C. (Bidder) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) 742941 10 7 (CUSIP Number of Class of Securities) - -------------------------------------------------------------------------------- W. Edward Scheetz Prom Investment Partners L.L.C. 1301 Avenue of the Americas, 38th Floor New York, NY 10019 Copy to: Peter M. Fass Steven L. Lichtenfeld Battle Fowler LLP 75 East 55th Street New York, NY 10022 (212) 856-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) Calculation of Filing Fee - -------------------------------------------------------------------------------- Transaction Amount of Valuation* Filing Fee - -------------------------- -------------------------- $4,275,000 $855.00 - -------------------------------------------------------------------------------- *For purposes of calculating the filing fee only. This amount assumes the purchase of 9,000 units of limited partnership interest ("Units") of the subject company for $475 per Unit in cash. {X} Check box if any part of the fee is offset as provided by Rule 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 date of its filing. Amount previously paid: 729.00 Form or registration no.: Schedule 14D-1 Filing party: Prom Investment Partners L.L.C. Date filed: October 18, 1996 (Continued on following pages) (Page 1 of 6 pages) 2 Cusip No.: 742941 10 7 14D-1 Page 2 of 6 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of the Above Person PROM INVESTMENT PARTNERS L.L.C. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) { } (b) { } - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Sources of Funds (See Instructions) AF; WC - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(e) or 2(f) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person 5 Units of Limited Partnership Interest - -------------------------------------------------------------------------------- 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) Less than 1% - -------------------------------------------------------------------------------- 10. Type of Reporting Person (See Instructions) OO 3 AMENDMENT NO. 1 TO SCHEDULE 14D-1 This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission on October 18, 1996 by Prom Investment Partners L.L.C., a Delaware limited liability company (the "Purchaser"), relating to the tender offer by the Purchaser to purchase up to 9,000 of the issued and outstanding units of limited partnership interest ("Units") of Prometheus Income Partners, a California limited partnership (the "Partnership"), to include the information set forth below. Terms not otherwise defined herein shall have the meaning ascribed to them in the Schedule 14D-1 and the Offer to Purchase. ITEM 1. SECURITY AND SUBJECT COMPANY. Item 1(b) is hereby supplemented and amended as follows: The information set forth in the Introduction to the Supplement to the Offer to Purchase, a copy of which is attached hereto as Exhibit (a)(5) (the "Supplement"), is incorporated herein in its entirety by reference. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. Item 3(b) is hereby supplemented and amended as follows: The information set forth in Section 11 ("Background of the Offer") of the Supplement is incorporated herein in its entirety by reference. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 4(a) is hereby amended as follows: The information set forth in Section 12 ("Source of Funds") of the Supplement is incorporated herein in its entirety by reference. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER Item 5(f)-(g) is hereby supplemented and amended as follows: The information set forth in Section 7 ("Effects of the Offer") of the Supplement is incorporated herein in its entirety by reference. ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS. Item 9 is hereby supplemented and amended as follows: The information set forth in Section 12 ("Source of Funds") of the Supplement is incorporated herein in its entirety by reference. 3 4 ITEM 10. ADDITIONAL INFORMATION. Item 10(f) is hereby supplemented and amended as follows: The information set forth in the letter to Unitholders, the Supplement, the Letter of Transmittal, the Notice of Withdrawal, the press release dated November 8, 1996, and the press release dated November 12, 1996, copies of which are attached hereto as Exhibits (a)(4), (a)(5), (a)(6), (a)(7), (a)(8) and (a)(9), respectively, is incorporated herein in its entirety by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby supplemented and amended by adding the following, copies of which are attached hereto as exhibits: 99.(a)(4) Letter, dated November 12, 1996, from Prom Investment Partners L.L.C. to holders of Units. 99.(a)(5) Supplement to Offer to Purchase dated November 12, 1996. 99.(a)(6) Letter of Transmittal. 99.(a)(7) Notice of Withdrawal. 99.(a)(8) Press Release dated November 8, 1996. 99.(a)(9) Press Release dated November 12, 1996. 4 5 SIGNATURES 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. Dated: November 12, 1996 PROM INVESTMENT PARTNERS L.L.C. By: AP-GP Prom Partners Inc., its managing member By: /s/ W. Edward Scheetz ------------------------------- Name: W. Edward Scheetz Title: President 5 6 EXHIBIT INDEX EXHIBIT NO. TITLE ----------- ----- 99.(a)(4) Letter, dated November 12, 1996, from Prom Investment Partners L.L.C. to holders of Units 99.(a)(5) Supplement to Offer to Purchase dated November 12, 1996 99.(a)(6) Letter of Transmittal 99.(a)(7) Notice of Withdrawal 99.(a)(8) Press Release dated November 8, 1996 99.(a)(9) Press Release dated November 12, 1996 6 EX-99.A4 2 LETTER DATED 11/12/96 1 EXHIBIT 99.(a)(4) $475 OFFER PRICE TO PURCHASE UNITS OF PROMETHEUS INCOME PARTNERS OFFER EXTENDED TO TUESDAY, NOVEMBER 26, 1996 Dear Limited Partners: Prom Investment Partners L.L.C. has increased its offer to purchase Units of Prometheus Income Partners (the "Partnership") to $475 PER UNIT. This price exceeds by $25 per Unit the offer (the "Affiliated Tender Offer") made by PIP Partners-General LLC ("PIP"), an affiliate of Sanford N. Diller and the general partner of the Partnership. o $475 IS THE HIGHEST PRICE. OUR OFFER IS $25 PER UNIT HIGHER THAN THE OFFER MADE BY THE GENERAL PARTNER'S AFFILIATE. o WE HAVE THE CASH NOW. WE ARE NOT SEEKING ANY BANK LOAN. According to the Affiliated Tender Offer materials, the money needed by PIP to pay for your Units "will be a loan from the Bank of America, unless Mr. Diller utilizes other sources." MR. DILLER HAS APPARENTLY NOT YET OBTAINED A COMMITMENT FOR THIS LINE OF CREDIT -- consequently, you should evaluate whether PIP's ability to close the Affiliated Tender Offer may depend on Mr. Diller's ability to obtain the line of credit. o WE HAVE HEARD THE SPECIAL COMMITTEE AND INCREASED OUR OFFER PRICE TO $475. As reported in the Partnership's Schedule 14D-9, the Special Committee (the "Special Committee") of the Board of Directors of the General Partner stated "that in order for it to support a tender offer by Mr. Diller's affiliate, the price per Unit should be increased to $475." We have increased our Offer to $475 per Unit. o NO MINIMUM CONDITION. We have now eliminated the condition to our Offer that at least 4,750 Units be tendered. Except for a higher price, elimination of our minimum condition, and more time to tender, the increased Offer is made on the same terms and conditions as our original Offer. o LIQUIDITY NOW AND NO COMMISSIONS OR TRANSFER FEES. NO MORE K-1 REPORTING COSTS. Our Offer provides you with cash now! If you sell all of your Units, you will also avoid the expense, delay, and complications in filing complex tax returns which result from an ownership of Units. YOU WILL NOT PAY ANY COMMISSIONS OR TRANSFER FEES. o OUR OFFER ENDS SOON. Unless extended, our Offer expires on Tuesday, November 26, 1996. In the event you have already tendered your Units to PIP but would like to receive $25 more per Unit pursuant to our Offer, we have enclosed a Notice of Withdrawal so that you can withdraw your prior acceptance of PIP's offer. In the event you receive any other offers, please contact The Herman Group at (800) 992-6176 before signing any documentation. If you previously tendered your Units to us, you will automatically receive the higher price without taking any further action. If you have not yet tendered your Units to us (or have now withdrawn your acceptance of PIP's offer and would like to tender to us), please mail or fax a completed and executed copy of the enclosed Letter of Transmittal and any documents required by the Letter of Transmittal to The Herman Group using the enclosed pre- addressed, postage paid envelope at the address listed below. If you have any questions or comments, please call The Herman Group at (800) 992-6176. THE HERMAN GROUP, INC. 2121 San Jacinto Street, 26th Floor Dallas, Texas 75201 Facsimile No. (214) 999-9348 or (214) 999-9323 For information call 1-800-992-6176 November 12, 1996 PROM INVESTMENT PARTNERS L.L.C. EX-99.A5 3 SUPPLEMENT TO OFFER TO PURCHASE 1 EXHIBIT 99.(a)(5) SUPPLEMENT TO THE OFFER TO PURCHASE FOR CASH UP TO 9,000 UNITS OF LIMITED PARTNERSHIP INTEREST of PROMETHEUS INCOME PARTNERS at $475 NET PER UNIT OF LIMITED PARTNERSHIP INTEREST by PROM INVESTMENT PARTNERS L.L.C. THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON NOVEMBER 26, 1996, UNLESS EXTENDED. The Purchaser hereby supplements and amends its offer to purchase up to 9,000 Units of Prometheus Income Partners, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 18, 1996, this Supplement and the related Letter of Transmittal, as each may be amended from time to time. Capitalized terms used but not otherwise defined in this Supplement shall have the meanings ascribed to them in the Offer to Purchase. INTRODUCTION The "Introduction" to the Offer to Purchase is hereby supplemented and amended as follows: The Purchaser hereby amends the Offer to increase the Purchase Price to $475 per Unit, net to the seller in cash, without interest thereon, less the aggregate amount of any distributions per Unit declared or made by the Partnership after October 18, 1996 and the date of payment of the purchase price for the Units by the Purchaser, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, as each may be supplemented or amended from time to time. The Purchaser hereby further amends the Offer to eliminate the condition that a minimum of 4,750 Units be tendered and not withdrawn prior to the expiration of the Offer (the "Minimum Condition"). In considering the Offer, Limited Partners are urged to consider the following additional factors: o The Partnership has reported in its Schedule 14D-9 filed with the Commission on November 4, 1996 (the "Schedule 14D-9") that E&Y Kenneth Leventhal Real Estate Group (Ernst & Young LLP) ("EYKL") has orally advised the Special Committee of the Board of Directors (the "Special Committee") of the General Partner that, based on the factors described in the Schedule 14D-9, the aggregate market value of the Properties is approximately $44.2 million and the market value of a Unit is $683. However, it should be noted that EYKL did not render an opinion on the adequacy, from a financial point of view, of the Offer. o By an Offer to Purchase dated November 8, 1996, PIP Partners-General LLC ("PIP"), an affiliate of the General Partner and Sanford N. Diller, commenced a tender offer for up to 9,000 Units at a price of $450 per Unit (the "Affiliated Tender Offer"). o PIP has reported in its Offer to Purchase that the Partnership will reimburse PIP for all its legal, accounting, printing, filing, copying, mailing, solicitation and all other costs, fees and expenses incurred in connection with the Affiliated Tender Offer. This is the case even though PIP, not the Partnership, will profit from the Affiliated Tender Offer. o The Affiliated Tender Offer materials report that the source of the cash amounts needed to pay for the Units sought pursuant to the Affiliated Tender Offer would be a contribution of funds from Sanford N. Diller or an entity controlled by Mr. Diller, and the source of that capital will be a loan from the Bank of America, unless Mr. Diller utilizes other sources. Although PIP discloses the existence of certain letters from Bank of America indicating that the bank believes it could issue a line of credit to Mr. Diller substantially in excess of the amount required to consummate the Affiliated Tender Offer, 2 no commitments for such line of credit from Bank of America have been obtained. Based on these disclosures, the Purchaser believes that, and you should consider whether, PIP's ability to close the Affiliated Tender may depend on Mr. Diller's ability to obtain this line of credit. ________________________________ THIS OFFER REPRESENTS AN INCREASE OF $25 PER UNIT OVER THE $450 PER UNIT BEING OFFERED BY PIP PURSUANT TO THE AFFILIATED TENDER OFFER. ________________________________ FOR THE CONVENIENCE OF LIMITED PARTNERS DESIRING TO WITHDRAW FROM THE AFFILIATED TENDER OFFER AND ACCEPT THE $475 PER UNIT OFFERED HEREBY, A FORM OF "NOTICE OF WITHDRAWAL" IS ENCLOSED WHICH, IF PROPERLY DELIVERED TO IBJ SCHRODER BANK & TRUST COMPANY, DEPOSITARY AGENT FOR THE AFFILIATED TENDER OFFER, WILL ENABLE LIMITED PARTNERS TO WITHDRAW UNITS TENDERED PURSUANT TO THE AFFILIATED TENDER OFFER. ________________________________ THE TENDER OFFER SECTION 1. TERMS OF THE OFFER. Section 1 of the Offer to Purchase is hereby supplemented and amended as follows: The term "Expiration Date" shall mean 12:00 midnight, New York City time, on November 26, 1996, unless the Purchaser, in its sole discretion, shall have further extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall refer to the latest time and date at which the Offer, as so extended by the Purchaser, will expire. SECTION 7. EFFECTS OF THE OFFER. Section 7 of the Offer to Purchase is hereby supplemented and amended. The following is added to the section titled "Effect on Trading; Registration Under 12(g) of Exchange Act": According to the Affiliated Tender Offer materials, the most recent data reported by Partnership Profiles, Inc. (an independent third party source which reports sale information) indicates that 64 Units traded in the period from August 1, 1996 through September 30, 1996 at per Unit prices between $308.97 and $406.30, with a weighted average price of $334.72 per Unit. The following is inserted at the end of Section 7: EFFECT ON PARTNERSHIP LOANS. Each of the Properties is subject to a Loan Agreement and a Deed of Trust, Security Agreement and Fixture filing with Assignment of Rents (collectively the "Loan Documents") in connection with certain debt incurred by the Partnership as part of the development of the Properties. Such Loan Documents contain a limit on the sale, transfer or other disposition, in the aggregate, of fifty percent (50%) or more of any interest in the Partnership unless consent or waiver of the lender is obtained. A violation of such provision would allow the lender thereunder to, among other things, accelerate the payment of all principal and interest and charge the Partnership a prepayment fee. The consummation of either of the Offer or the Affiliated Tender Offer, when combined with previous sales, transfers or other dispositions of Units, may result in a violation of such limitation and allow such lender to accelerate such loans unless consent or waiver of the lender is obtained. 3 SECTION 9. CERTAIN INFORMATION CONCERNING THE PARTNERSHIP. Section 9 of the Offer to Purchase is hereby supplemented and amended to include the following, which information was reported in the Schedule 14D-9: HARDBOARD SIDING PROBLEM. The Properties, which together comprise 358 apartment units, were constructed with hardboard siding. The Partnership has learned that hardboard siding of the same type as that used at the Properties is failing to perform as expected in a number of projects (including other properties owned by partnerships affiliated with the Partnership) in various parts of the United States, including in a 370 unit apartment project that is managed by Prom Management Group, Inc., a California corporation, dba Maxim Property Management (the majority of which is beneficially owned by Mr. Diller) ("Maxim"), and where the hardboard siding is the same as that which was used at the Properties. The 370 unit project is located in the same county as the Properties and is subject to the same general climate conditions. According to the Form 10-Q, a wood technology expert was retained by Maxim to test the performance of the hardboard siding at several properties managed by Maxim, including the Properties. On November 1, 1996, this expert reportedly presented a preliminary verbal report to Maxim which indicated that the physical characteristics of the hardboard siding at the Properties had deteriorated dramatically since the construction of the Properties. The expert indicated that this deterioration is in stark contrast to the performance of real wood. In early September 1996, a structural engineer retained on behalf of Maxim to investigate the hardboard siding at several properties including the Properties reported that his preliminary findings indicate damage which on the surface does not currently appear to be major. However, such engineer has recommended destructive testing in view of the deterioration, since there could be significant problems which are not evident from the tests conducted to date. Maxim is in the process of obtaining proposals to conduct such destructive testing. In the 370 unit project referred to above, when the first evidence of deterioration was discovered the problem also did not appear to be major. The Partnership reports that the problem has deteriorated rapidly, however, and is currently believed to involve structural and other damages which, exclusive of attorney's fees and other costs of litigation, the owner's representatives contend exceed $28 million. There is litigation pending against the manufacturer, architect and various subcontractors relating to the 370 unit project; discovery in that litigation has involved reviewing thousands of documents and will require the depositions of numerous experts. Accordingly, the General Partner is concerned about the hardboard siding used on and the extent of damage caused to the Properties. The Properties and the 370 unit apartment project are different, and therefore exact comparisons cannot be made in evaluating the consequences and the resulting damages from the hardboard siding problem. The General Partner has instituted litigation on behalf of the Partnership similar to that pending with regard to the 370 unit project. According to Schedule 14D-9, the Special Committee believes that, at the current time, it is not possible to predict what the ultimate impact of the hardboard siding problem will be on the value of the Properties and the Units. However, the Special Committee believes that, properly managed, the hardboard siding problem can be resolved in a reasonable manner which will then allow the Partnership to realize the full value of the Properties. SECTION 11. BACKGROUND OF THE OFFER. Section 11 of the Offer to Purchase is hereby supplemented and amended as follows: On November 4, 1996, the Partnership commenced an action against the Purchaser and several affiliates in the United States District Court for the Northern District of California. In its complaint, the Partnership alleged certain misstatements by the Purchaser in the Offer and sought to preliminarily and permanently enjoin the Purchaser's Offer to purchase Units. The Purchaser believes the Partnership's action is without merit and will vigorously defend itself. On November 7, 1996, the Purchaser filed motion papers in the United States District Court for the Northern District of California in opposition to the Partnership's motion for a temporary restraining order and for expedited discovery. In its Schedule 14D-9, the Partnership disclosed that it had entered into an agreement with PIP pursuant to which: (i) PIP will commence a tender offer for 9,000 Units at a purchase price of $450 per Unit; (ii) the Partnership will pay the expenses associated with disseminating the Affiliated Tender Offer materials; and (iii) the Partnership will reimburse PIP for all of its legal, accounting, printing, filing, copying, mailing, solicitation and all other costs, fees and expenses incurred in connection with the Affiliated Tender Offer. On November 5 and 6, 1996, representatives of the Purchaser and Liquidity Financial telephoned representatives of the Partnership; no such telephone calls were accepted by the Partnership's representatives. On November 6, 1996, counsel for the Purchaser 4 contacted counsel for the Partnership for the purpose of exploring a possible settlement that would be satisfactory to all parties. Later that day, counsel for the Partnership telecopied a letter to counsel for the Purchaser stating that no settlement would be negotiated unless (i) Purchaser immediately withdraws the Offer, (ii) the list of Unitholders is returned to the Partnership, and (iii) the Purchaser and its affiliates enter into a standstill agreement for a five year period. On November 8, 1996, PIP commenced the Affiliated Tender Offer at a purchase price of $450 per Unit. The Purchaser believes the legal action commenced by the Partnership is mainly an effort to delay the Offer so that its affiliate can seek to purchase Units for its own account. The Purchaser is extremely disturbed that Partnership funds (amounts that might otherwise be distributable to Limited Partners) are being diverted in order to permit Sanford N. Diller, beneficial owner of all of the stock of the General Partner and beneficial owner of all of PIP, an opportunity to personally enrich himself. The Purchaser believes that the General Partner, as a fiduciary, should utilize the Partnership's funds toward enhancing Limited Partner value, not funding the costs associated with the Affiliated Tender Offer. SECTION 12. SOURCE OF FUNDS. Section 12 of the Offer to Purchase is hereby amended as follows: The Purchaser expects that approximately $4,275,000 (exclusive of fees and expenses) would be required to purchase all of the Units sought pursuant to the Offer, if tendered. The Purchaser presently contemplates that it will obtain all of such funds from capital contributions from its members who have an aggregate net worth substantially in excess of the amount required to purchase the Units. One of the Purchaser's members, Apollo Real Estate Investment Fund II, L.P., has capital commitments from institutional and other investors for aggregate amounts that exceed $500 million. However, the Purchaser may seek to obtain debt financing to facilitate the purchase of Units, but no commitment has been obtained for any such debt financing. SECTION 14. CONDITIONS OF THE OFFER. Section 14 of the Offer to Purchase is hereby supplemented and amended as follows: The Minimum Condition is hereby waived by the Purchaser and is not a condition to Purchaser's acceptance of Units for payment. Prom Investment Partners L.L.C. November 12, 1996 EX-99.A6 4 LETTER OF TRANSMITTAL 1 EXHIBIT 99.(a)(6) LETTER OF TRANSMITTAL TO TENDER UNITS OF LIMITED PARTNERSHIP INTEREST OF PROMETHEUS INCOME PARTNERS PURSUANT TO THE OFFER TO PURCHASE DATED OCTOBER 18, 1996, AS SUPPLEMENTED AND AMENDED ON NOVEMBER 12, 1996 BY PROM INVESTMENT PARTNERS L.L.C. Number of(*) Purchase Price Units Tendered Per Unit -------------- -------------- $475 Please indicate changes or corrections to the address printed above. (*) If no indication is marked above, all Units issued will be deemed to have been tendered. ================================================================================ THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 26, 1996 (THE "EXPIRATION DATE") UNLESS SUCH OFFER IS EXTENDED. The undersigned hereby tender(s) to Prom Investment Partners L.L.C., a Delaware limited liability company (the "Purchaser"), the number of units of limited partnership interest ("Units") of Prometheus Income Partners, a California limited partnership (the "Partnership"), specified below, pursuant to the Purchaser's offer to purchase up to 9,000 of the issued and outstanding Units at a purchase price of $475 per Unit, net to the seller in cash (the "Purchase Price"), without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 18, 1996, as supplemented and amended on November 12, 1996 (the "Offer to Purchase"), and this Letter of Transmittal (the "Letter of Transmittal," which, together with the Offer to Purchase and any supplements, modifications or amendments thereto, constitute the "Offer"), all as more fully described in the Offer to Purchase. The Purchase Price will be automatically reduced by the aggregate amount of distributions per Unit, if any, made or declared by the Partnership after October 18, 1996 and on or prior to 12:00 midnight, New York City time, on November 26, 1996 (the "Expiration Date"). In addition, if a distribution is made or declared after the Expiration Date but prior to the date on which the Purchaser pays the Purchase Price for the tendered Units, the Purchaser will offset the amount otherwise due a holder of Units pursuant to the Offer in respect of tendered Units which have been accepted for payment but not yet paid for by the amount of any such distribution. LIMITED PARTNERS WHO TENDER THEIR UNITS WILL NOT BE OBLIGATED TO PAY ANY COMMISSIONS OR PARTNERSHIP TRANSFER FEES, WHICH COMMISSIONS OR PARTNERSHIP TRANSFER FEES WILL BE BORNE BY THE PURCHASER. Receipt of the Offer to Purchase is hereby acknowledged. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Offer to Purchase. By executing and delivering this Letter of Transmittal, a tendering Limited Partner irrevocably appoints the Purchaser and designees of the Purchaser and each of them as such Limited Partner's proxies, with full power of substitution, in the manner set forth in this Letter of Transmittal to the full extent of such Limited Partner's rights with respect to the Units tendered by such Limited Partner and accepted for payment by the Purchaser (and with respect to any and all other Units or other securities issued or issuable in respect of such Unit on or after the date hereof). All such proxies shall be considered irrevocable and coupled with an interest in the tendered Units. Such appointment will be effective when, and only to the extent that, the Purchaser accepts such Units for payment. Upon such acceptance for payment, all prior proxies given by such Limited Partner with respect to such Units (and such other Units and securities) will be revoked without further action, and no subsequent proxies may be given nor any subsequent written consent executed (and, if given or executed, will not be deemed effective). The Purchaser and its designees will, with respect to the Units (and such other Units and securities) for which such appointment is effective, be empowered to exercise all voting and other rights of such Limited Partner as they in their sole discretion may deem proper at any meeting of Limited Partners or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for a Unit to be deemed validly tendered, immediately upon the Purchaser's payment for such Unit, the Purchaser must be able to exercise full voting rights with respect to such Unit and other securities, including voting at any meeting of Limited Partners. By executing and delivering the Letter of Transmittal, a tendering Limited Partner also irrevocably constitutes and appoints the Purchaser and its designees as the Limited Partner's attorneys-in-fact, each with full power of substitution to the extent of the Limited Partner's rights with respect to the Units tendered by the Limited Partner and accepted for payment by the Purchaser. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Units for payment. Upon such acceptance for payment, all prior powers of attorney granted by the Limited Partner with respect to such Unit will, without further action, be revoked, and no subsequent powers of attorney may be granted (and if granted will not be effective). Pursuant to such appointment as attorneys-in- fact, the Purchaser and its designees each will have the power, among other things, (i) to seek to transfer ownership of such Units on the Partnership books maintained by the transfer agent and registrar for the Partnership (and execute and deliver any accompanying evidences of transfer and authenticity any of them may deem necessary or appropriate in connection therewith), (ii) upon receipt by the Information Agent/Depositary (as the tendering Limited Partner's agent) of the Purchase Price, to become a substitute Limited Partner, to receive any and all distributions made by the Partnership after the Expiration Date, and to receive all benefits and otherwise exercise all rights of beneficial ownership of such Units in accordance with the terms of the Offer, (iii) to execute and deliver to the general partner of the Partnership (the "General Partner") a change of address form instructing the General Partner to send any and all future distributions to which the Purchaser is entitled pursuant to the terms of the Offer in respect of tendered Units to the address specified in such form, (iv) to endorse any check payable to or upon the order of such Limited Partner representing a distribution to which the Purchaser is entitled pursuant to the terms of the Offer, in each case on behalf of the tendering Limited Partner, and (v) if legal title to the Units is held through an IRA or KEOGH or similar account, the Limited Partner understands that this Agreement must be signed by the custodian of such IRA or KEOGH account and the Limited Partner hereby authorizes and directs the custodian of such IRA or KEOGH to confirm this Agreement. This Power of Attorney shall not be affected by the subsequent mental disability of the Limited Partner, and the Purchaser shall not be required to post bond in any nature in connection with this Power of Attorney. By executing and delivering the Letter of Transmittal, a tendering Limited Partner irrevocably assigns to the Purchaser and its assigns all of the right, title and interest of such Limited Partner in the Partnership with respect to the Units tendered and purchased pursuant to the Offer, including, without limitation, such Limited Partner's right, title and interest in and to any and all distributions made by the Partnership after the Expiration Date in respect of the Units tendered by such Limited Partner and accepted for payment by the Purchaser, regardless of the fact that the record date for any such distribution may be a date prior to the Expiration Date. The Purchaser will seek to be admitted to the Partnership as a substitute Limited Partner upon consummation of the Offer. By executing this Letter of Transmittal, the undersigned represents that either (a) the undersigned is not a plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or an entity deemed to hold "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101 of any such plan; or (b) the tender and acceptance of Units pursuant to the Offer will not result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. The undersigned recognizes that, if proration is required pursuant to the terms of the Offer, the Purchaser will accept for payment from among those Units validly tendered on or prior to the Expiration Date and not properly withdrawn, the maximum number of Units permitted pursuant to the Offer on a pro rata basis, with adjustments to avoid purchases of certain fractional Units, based upon the number of Units validly tendered prior to the Expiration Date and not properly withdrawn. The undersigned understands that a tender of Units to the Purchaser will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer. The undersigned recognizes that under certain circumstances set forth in Section 2 ("Proration; Acceptance for Payment and Payment for Units") and Section 14 ("Conditions of the Offer") of the Offer to Purchase, the Purchaser may not be required to accept for payment any of the Units tendered hereby. In such event, the undersigned understands that any Letter of Transmittal for Units not accepted for payment will be destroyed by the Purchaser. Except as stated in Section 4 ("Withdrawal Rights") of the Offer to Purchase, this tender is irrevocable, provided Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. 2 ======================================================================================================================== SIGNATURE BOX - ------------------------------------------------------------------------------------------------------------------------ Please sign exactly as your name is printed (or X corrected) above. For joint owners, each joint owner ---------------------------------------------------------- must sign. If signed by the registered holder(s) of the (Signature of Owner) (Date) Units and payment is to be made directly to that holder(s) or Eligible Institution, then no signature guarantee is necessary. In all other cases, all signatures must be guaranteed by an Eligible ---------------------------------------------------------- Institution. (See Instruction 2.) The signatory hereto Taxpayer Identification Number of Owner (other hereby certifies under penalties of perjury the Taxpayer than IRA's) Identification Number furnished in the blank provided in this Signature Box and the statements in Box A, Box B and, if applicable, Box C. The undersigned hereby ---------------------------------------------------------- represents and warrants for the benefit of the (Signature of Co-Owner) (Date) Partnership and the Purchaser that the undersigned owns the Units tendered hereby and has full power and authority to validly tender, sell, assign, transfer, ---------------------------------------------------------- convey and deliver the Units tendered hereby and that (Title) when the same are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and Telephone (Day) ( ) unencumbered title thereto, free and clear of all liens, ------------------------ restrictions, charges, encumbrances, conditional sales Telephone (Eve) ( ) agreements or other obligations relating to the sale or ------------------------ transfer thereof, and such Units will not be subject to any adverse claims and that the transfer and assignment GUARANTEE OF SIGNATURE (IF REQUIRED. SEE INSTRUCTION 2) contemplated herein are in compliance with all applicable laws and regulations. All authority herein Name of Firm: conferred or agreed to be conferred shall survive the --------------------------------------------- death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the Authorized Signature: heirs, personal representatives, successors and assigns ------------------------------------- of the undersigned. Except as stated in Section 4 ("Withdrawal Rights") of the Offer to Purchase, this tender is irrevocable. ========================================================================================================================
TAX CERTIFICATIONS ================================================================================ BOX A SUBSTITUTE FORM W-9 (See Instruction 3) The person signing this Letter of Transmittal hereby certifies the following to the Purchaser under penalties of perjury: (i) The Taxpayer Identification Number ("TIN") furnished in the space provided for that purpose in the Signature Box of this Letter of Transmittal is the correct TIN of the Limited Partner, unless the Units are held in an Individual Retirement Account ("IRA"); or if this box [ ] is checked, the Limited Partner has applied for a TIN. If the Limited Partner has applied for a TIN, a TIN has not been issued to the Limited Partner, and either: (a) the Limited Partner has mailed or delivered an application to receive a TIN to the appropriate Internal Revenue Service ("IRS") Center or Social Security Administration Office, or (b) the Limited Partner intends to mail or deliver an application in the near future, it is hereby understood that if the Limited Partner does not provide a TIN to the Purchaser within sixty (60) days 31% of all reportable payments made to the Limited Partner thereafter will be withheld until a TIN is provided to the Purchaser; and (ii) Unless this box [ ] is checked, the Limited Partner is not subject to backup withholding either because the Limited Partner: (a) is exempt from backup withholding, (b) has not been notified by the IRS that the Limited Partner is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) has been notified by the IRS that such Limited Partner is no longer subject to backup withholding. Note: Place an "X" in the box in (ii) above, if you are unable to certify that the Limited Partner is not subject to backup withholding. ================================================================================ ================================================================================ BOX B FIRPTA AFFIDAVIT (See Instruction 3) Under Section 1445(c)(5) of the Code and Treas. Reg. 1.1445-IIT(d), a transferee must withhold tax equal to 10% of the amount realized with respect to certain transfers of an interest in a partnership if 50% or more of the value of its gross assets consists of U.S. real property interests and 90% or more of the value of its gross assets consists of U.S. real property interests plus cash or cash equivalents, and the holder of the partnership interest is a foreign person. To inform the Purchaser that no withholding is required with respect to the Limited Partner's interest in the Partnership, the person signing this Letter of Transmittal hereby certifies the following under penalties of perjury: (i) Unless this box [ ] is checked, the Limited Partner, if an individual, is a U.S. citizen or a resident alien for purposes of U.S. income taxation, and if other than an individual, is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and Income Tax Regulations); (ii) the Limited Partner's U.S. social security number (for individuals) or employer identification number (for non-individuals) is correct as furnished in the blank provided for that purpose on the back of this Letter of Transmittal; and (iii) the Limited Partner's home address (for individuals), or office address (for non-individuals), is correctly printed (or corrected) on the back of this Letter of Transmittal. If a corporation, the jurisdiction of incorporation is _________________________. The person signing this Letter of Transmittal understands that this certification may be disclosed to the IRS by the Purchaser and that any false statements contained herein could be punished by fine, imprisonment, or both. ================================================================================ ================================================================================ BOX C SUBSTITUTE FORM W-8 (See Instruction 3) By checking this box [ ], the person signing this Letter of Transmittal hereby certifies under penalties of perjury that the Limited Partner is an "exempt foreign person" for purposes of the backup withholding rules under U.S. federal income tax laws, because the Limited Partner: (i) Is a nonresident alien or a foreign corporation, partnership, estate or trust; (ii) If an individual, has not been and plans not be present in the U.S. for a total of 183 days or more during the calendar year; and (iii) Neither engages, nor plans to engage, in a U.S. trade or business that has effectively connected gains from transactions with a broker or barter exchange. ================================================================================ For Units to be accepted for purchase, Limited Partners should complete and sign this Letter of Transmittal in the Signature Box and return it in the self-addressed, postage-paid envelope enclosed, or by hand or overnight courier to: The Herman Group, Inc., 2121 San Jacinto Street, Suite 2600, Dallas, TX 75201, or by Facsimile to: (214) 999-9323 or (214) 999-9348. Delivery of this Letter of Transmittal or any other required documents to an address other than the one set forth above or transmission via facsimile other than as set forth above does not constitute valid delivery. PLEASE CAREFULLY READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL AND BOXES A, B AND C ABOVE. 3 INSTRUCTIONS FOR COMPLETING LETTER OF TRANSMITTAL Forming Part of the Terms and Conditions of the Offer ================================================================================ FOR ASSISTANCE IN COMPLETING THE LETTER OF TRANSMITTAL, CALL: THE HERMAN GROUP, INC. AT (800) 992-6176 ================================================================================ 1. DELIVERY OF LETTER OF TRANSMITTAL. For convenience in responding to the Offer, a self-addressed, postage-paid envelope had been enclosed with the Offer to Purchase. However, to ensure receipt of the Letter of Transmittal, it is suggested that you use an overnight courier or, if the Letter of Transmittal is to be delivered by United States mail, that you use certified or registered mail, return receipt requested. To be effective, a duly completed and signed Letter of Transmittal (or facsimile thereof) must be received by the Information Agent/Depositary at the address (or facsimile number) set forth below before the Expiration Date, 12:00 Midnight, New York City Time on Tuesday, November 26, 1996, unless extended. LETTERS OF TRANSMITTAL WHICH HAVE BEEN DULY EXECUTED, BUT WHERE NO INDICATION IS MARKED IN THE "NUMBER OF UNITS TENDERED" COLUMN, SHALL BE DEEMED TO HAVE TENDERED ALL UNITS PURSUANT TO THE OFFER. Tenders of fractional Units will only be accepted if all of the Units held by such Limited Partner are tendered. BY MAIL: THE HERMAN GROUP, INC. P.O. Box 357 Dallas, Texas 75221-9602 BY HAND DELIVERY OR OVERNIGHT COURIER: THE HERMAN GROUP, INC. 2121 San Jacinto Street, Suite 2600 Dallas, Texas 75201 BY FACSIMILE: (214) 999-9323 or (214) 999-9348 FOR ADDITIONAL INFORMATION CALL: (800) 992-6176 THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING LIMITED PARTNER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION AGENT/DEPOSITARY. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. IF TENDERING BY FACSIMILE, PLEASE TRANSMIT BOTH THE FRONT AND BACK OF THE LETTER OF TRANSMITTAL AND THE TAX CERTIFICATION PAGE AND MAIL THE ORIGINAL COPIES OF SUCH PAGES TO THE INFORMATION AGENT/DEPOSITARY AT THE ADDRESS LISTED ABOVE. All tendering holders of Units, by execution of this Letter of Transmittal or facsimile hereof, waive any right to receive any notice of the acceptance of their Units for payment. 2. SIGNATURES. All Limited Partners must sign in the Signature Box on the back of the Letter of Transmittal. If the Units are held in the names of two or more persons, all such persons must sign the Letter of Transmittal. When signing as a general partner, corporate officer, attorney-in-fact, executor, custodian, administrator or guardian, please give full title and send proper evidence of authority satisfactory to the Purchaser with this Letter of Transmittal. With respect to most trusts, the Partnership will generally require only the named trustee to sign the Letter of Transmittal. For Units held in a custodial account for minors, only the signature of the custodian will be required. For IRA custodial accounts, the beneficial owner should return the executed Letter of Transmittal to the Information Agent/Depositary as specified in Instruction 1 herein. Such Letter of Transmittal will then be forwarded by the Information Agent/Depositary to the custodian for additional execution. Such Letter of Transmittal will not be considered duly completed until after it has been executed by the custodian. If any tendered Units are registered in different names, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates. If the Letter of Transmittal is signed by the registered holder of the Units tendered herewith and payment is to be made directly to that holder, then no signature guarantee is required on the Letter of Transmittal. Similarly, if the Units are tendered for the account of a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank, savings bank, credit union, savings and loan association or trust company having an office, branch or agency in the United States (each an "Eligible Institution"), no signature guarantee is required on the Letter of Transmittal. However, in all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. 3. U.S. PERSONS. A Limited Partner who or which is a United States citizen OR a resident alien individual, a domestic corporation, a domestic partnership, a domestic trust or a domestic estate (collectively, "United States Persons") as those terms are defined in the Code and Income Tax Regulations, should follow the instructions below with respect to certifying Boxes A and B (on the reverse side of the Letter of Transmittal). TAXPAYER IDENTIFICATION NUMBER. To avoid 31% federal income tax backup withholding, the Limited Partner must furnish his, her or its TIN in the blank provided for that purpose on the back of the Letter of Transmittal and certify under penalties of perjury Box A, B and, if applicable, Box C. (Continued on Back) 4 WHEN DETERMINING THE TIN TO BE FURNISHED, PLEASE REFER TO THE FOLLOWING NOTE AS A GUIDELINE: NOTE: INDIVIDUAL ACCOUNTS should reflect their own TIN. JOINT ACCOUNTS should reflect the TIN of the person whose name appears first. TRUST ACCOUNTS should reflect the TIN assigned to the Trust. IRA CUSTODIAL ACCOUNTS should reflect the TIN of the custodian. CUSTODIAL ACCOUNTS FOR THE BENEFIT OF MINORS should reflect the TIN of the minor. CORPORATIONS OR OTHER BUSINESS ENTITIES should reflect the TIN assigned to that entity. If you need additional information, please see the enclosed copy of the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. SUBSTITUTE FORM W-9 - BOX A. (i) In order to avoid 31% federal income tax backup withholding, the Limited Partner must provide to the Purchaser in the blank provided for that purpose on the back of the Letter of Transmittal the Limited Partner's correct TIN and certify, under penalties of perjury, that such Limited Partner is not subject to such backup withholding, The TIN being provided on the Substitute Form W-9 is that of the registered Limited Partner as indicated on the back of the Letter of Transmittal. If a correct TIN is not provided, penalties may be imposed by the IRS, in addition to the Limited Partner being subject to backup withholding. Certain Limited Partners (including, among others, all corporations) are not subject to backup withholding. Backup withholding is not an additional tax. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS. (ii) DO NOT CHECK THE BOX IN BOX A, PART (ii), UNLESS YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING. FIRPTA AFFIDAVIT - BOX. B. To avoid withholding of tax pursuant to Section 1445 of the Code, each Limited Partner who or which is a United States Person (as defined in Instruction 3 above) must certify, under penalties of perjury, the Limited Partner's TIN and address, and that the Limited Partner is not a foreign person. Tax withheld under Section 1445 of the Internal Revenue Code is not an additional tax. If withholding results in an overpayment of tax, a refund may be obtained from the IRS. CHECK THE BOX IN BOX B, PART (ii) ONLY IF YOU ARE NOT A U.S. PERSON, AS DESCRIBED THEREIN. 4. FOREIGN PERSONS - BOX C. In order for a Limited Partner who is a foreign person (i.e., not a United States Person as defined in Instruction 3 above) to qualify as exempt from 31% backup withholding, such foreign Limited Partner must certify, under penalties of perjury, the statement in Box C of this Letter of Transmittal attesting to that foreign person's status by checking the box in such statement. UNLESS SUCH BOX IS CHECKED, SUCH FOREIGN PERSON WILL BE SUBJECT TO 31% WITHHOLDING OF TAX UNDER SECTION 1445 OF THE CODE. 5. CONDITIONAL TENDERS. No alternative, conditional or contingent tenders will be accepted. 6. VALIDITY OF LETTER OF TRANSMITTAL. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of a Letter of Transmittal will be determined by the Purchaser and such determination will be final and binding. The Purchaser's interpretation of the terms and conditions of the Offer (including these instructions for the Letter of Transmittal) also will be final and binding. The Purchaser will have the right to waive any irregularities or conditions as to the manner of tendering. Any irregularities in connection with tenders must be cured within such time as the Purchaser shall determine unless waived by it. The Letter of Transmittal will not be valid unless and until any irregularities have been cured or waived. Neither the Purchaser nor the Information Agent/Depositary is under any duty to give notification of defects in a Letter of Transmittal and will incur no liability for failure to give such notification. 7. ASSIGNEE STATUS. Assignees must provide documentation to the Information Agent/Depositary which demonstrates, to the satisfaction of the Purchaser, such person's status as an assignee. 8. INADEQUATE SPACE. If the space provided herein is inadequate, the numbers of Units and any other information should be listed on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed. Questions and requests for assistance may be directed to the Information Agent/Depositary at its address and telephone number listed below. Additional copies of the Offer to Purchase, the Letter of Transmittal and other tender offer materials may be obtained from the Information Agent as set forth below, and will be furnished promptly at the Purchaser's expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. The Information Agent/Depositary for the Offer is: T H E H E R M A N G R O U P I N C. 2121 San Jacinto Street Suite 2600 Dallas, Texas 75201 or Call Toll-Free (800) 992-6176 EX-99.A7 5 NOTICE OF WITHDRAWAL 1 EXHIBIT 99.(a)(7) NOTICE OF WITHDRAWAL OF PREVIOUSLY TENDERED UNITS OF LIMITED PARTNERSHIP INTEREST OF PROMETHEUS INCOME PARTNERS TO PIP PARTNERS-GENERAL, LLC PURSUANT TO THE OFFER TO PURCHASE DATED NOVEMBER 8, 1996 Tax Identification No. ================================================================================ INSTRUCTIONS FOR WITHDRAWAL A written or facsimile transmission of a Notice of Withdrawal may be submitted at any time prior to the Expiration Date (or any extensions thereof) to the Depositary for the PIP Partners - General LLC Offer: To: IBJ Schroder Bank & Trust Company By Mail By Courier or Hand Delivery ------- --------------------------- Bowling Green Station One State Street Attention: Reorganization Attention: Securities Processing Window Operations Department Subcellar One (SC-1) New York, New York 10274-0084 New York, New York 10004 By Facsimile To Confirm by Telephone ------------ ----------------------- (212) 858-2611 (212) 858-2103 Please refer to the procedures for withdrawal set forth in Section 4 "Withdrawal Rights" in the Offer to Purchase ================================================================================ To: IBJ Schroder Bank & Trust Company, Depositary Ladies/Gentlemen: Unless otherwise indicated in the box below, the units of limited partnership interest ("Units") of the Partnership as listed below which were previously tendered pursuant to the PIP Partners - General, LLC Offer to Purchase dated November 8, 1996, are hereby withdrawn. Unless otherwise indicated, the number of units being withdrawn are ALL of the Units tendered. Number of Units Withdrawn ------------------------- ================================================================================ LIMITED PARTNER(S) SIGNATURE BOX (All Owners Must Sign) If tendered by the Limited Partner(s) listed above, please sign exactly as your name(s) is/are printed (or corrected) above. For joint owners, each joint owner must sign. Note: The signatures of the persons signing this Withdrawal Notice must be the same as those signing the Letter of Transmittal previously submitted in every respect. X -------------------------------------------------- (Signature of Owner) (Date) X -------------------------------------------------- (Signature of Co-Owner) (Date) ================================================================================ FIDUCIARY INFORMATION BOX Complete this box only if signing as a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity. Note: The signatures of the persons signing this Withdrawal Notice must be the same as those signing the Letter of Transmittal previously submitted in every respect. Name(s) and Capacity ------------------------------- Address: ------------------------------- City, State, Zip: ------------------------------- ================================================================================ EX-99.A8 6 PRESS RELEASE DATED 11/8/96 1 EXHIBIT 99.(a)(8) FOR IMMEDIATE RELEASE Contact: The Herman Group, Inc. 800-992-6176 Attention: Sherri Herman PROM INVESTMENT PARTNERS INCREASES OFFER PRICE TO $475 PER UNIT OF PROMETHEUS INCOME PARTNERS NEW YORK, NEW YORK (November 8, 1996) -- PROM INVESTMENT PARTNERS L.L.C. has announced that the purchase price in its offer to purchase outstanding units of limited partnership interest of Prometheus Income Partners (the "Partnership") has been increased to $475 per Unit. The increased purchase price by Prom Investment Partners is $25 per Unit higher than the price offered by an affiliate of the Partnership's general partner. Unitholders who have tendered their Units to Prom Investment Partners will automatically receive the benefit of the $475 purchase price and need not take any further action. Prom Investment Partners' offer has also been extended and is now scheduled to expire at 12:00 midnight, New York City time, on November 22, 1996. For additional information, contact The Herman Group, Inc., the Information Agent/Depositary for Offer by Prom Investment Partners, at 800-992-6176. EX-99.A9 7 PRESS RELEASE DATED 11/12/96 1 EXHIBIT 99.(a)(9) FOR IMMEDIATE RELEASE Contact: The Herman Group, Inc. 800-992-6176 Attention: Sherri Herman PROM INVESTMENT PARTNERS EXTENDS OFFER NEW YORK, NEW YORK (November 12, 1996) -- PROM INVESTMENT PARTNERS L.L.C. has announced that its offer to purchase outstanding units of limited partnership interest of Prometheus Income Partners (the "Partnership") for $475 per Unit has been extended and is now scheduled to expire at 12:00 midnight, New York City time, on November 26, 1996. As of the close of business on November 11, 1996, Prom Investment Partners reasonably believed that approximately 670.5 Units had been tendered to it and not withdrawn. For additional information, contact The Herman Group, Inc., the Information Agent/Depositary for Offer by Prom Investment Partners, at 800-992-6176. -----END PRIVACY-ENHANCED MESSAGE-----