-----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, PUyFV4WuPmFNyD5ItS+NfRKkX84mnZIcg43TvzXgUGYs7OekvUIDyAEANctVZdf0 nM6Ln5epBRSF1weYdhmbxw== 0001037955-99-000011.txt : 19990322 0001037955-99-000011.hdr.sgml : 19990322 ACCESSION NUMBER: 0001037955-99-000011 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990319 GROUP MEMBERS: EVEREST INVESTORS 10, LLC GROUP MEMBERS: EVEREST PROPERTIES II LLC GROUP MEMBERS: EVEREST PROPERTIES II, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INCOME GROWTH PARTNERS LTD X CENTRAL INDEX KEY: 0000830051 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 330294177 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-55927 FILM NUMBER: 99568768 BUSINESS ADDRESS: STREET 1: 11300 SORRENTO VALLEY RD STE 108 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194572750 MAIL ADDRESS: STREET 1: 11300 SORRENTO VALLEY ROAD STREET 2: SUITE 108 CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EVEREST PROPERTIES II LLC CENTRAL INDEX KEY: 0001037955 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954599059 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 199 SOUTH LOS ROBLES AVENUE STREET 2: SUITE 440 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6265855920 MAIL ADDRESS: STREET 1: 199 SOUTH LOS ROBLES AVENUE STREET 2: SUITE 440 CITY: PASADENA STATE: CA ZIP: 91101 SC 14D1/A 1 SCHEDULE 14D-1, AMEND. NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 14D-1 (AMENDMENT NO. 1) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d) (1) OF THE SECURITIES EXCHANGE ACT OF 1934 Income Growth Partners, Ltd. X - -------------------------------------------------------------------------------- (Name of Subject Company [Issuer]) Everest Investors 10, LLC Everest Properties II, LLC - -------------------------------------------------------------------------------- (Bidders) Class A Units of Limited Partnership Interests Original Units of Limited Partnership Interests - -------------------------------------------------------------------------------- (Title of Class of Securities) None - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Christopher K. Davis - -------------------------------------------------------------------------------- Everest Properties II, LLC 199 S. Los Robles Ave., Suite 440 Pasadena, CA 91101 Telephone (800) 611-4613 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation: $1,657,650(1) Amount of Filing Fee: $332.00 (1) Calculated as the product of the number of Units on which the Offer is made and the gross cash price per Unit. [ ] 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 the date of its filing. Amount previously paid: Not Applicable Filing party: Not Applicable Form or registration no.: Not Applicable Date filed: Not Applicable This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1, dated February 24, 1999 (the "Schedule 14D-1"), of Everest Investors 10, LLC (the "Purchaser"), a California limited liability company owned by Everest Properties II, LLC, a California limited liability company, and Blackacre Everest, LLC, a Delaware limited liability company, filed in connection with the Purchaser's offer to purchase up to 3,240 class A units and 7,530 original units of limited partnership interests in Income Growth Partners, Ltd. X (the "Partnership"), as set forth in the Schedule 14D-1. All capitalized terms not defined herein have the meanings given to them in the Offer to Purchase (the "Offer to Purchase") filed as Exhibit 11(a)(1) to the Schedule 14D-1. ITEM 10. ADDITIONAL INFORMATION. (f) The response to Item 10(f) is hereby amended and supplemented as follows: Supplement to the Offer to Purchase. The response to Item 10(f) is hereby amended and supplemented by the information set forth in the Supplement to the Offer to Purchase, filed as Exhibit 11(a)(5) hereto (the "Supplement"), and it is incorporated herein by reference. "DETAILS OF THE OFFER--1. Terms of the Offer; Expiration Date; Proration" and "EFFECTS OF THE OFFER--Limitations on Resales." The third paragraph of the section entitled "DETAILS OF THE OFFER--1. Terms of the Offer; Expiration Date; Proration" is supplemented by the following and the last sentence of the section entitled "EFFECTS OF THE OFFER--Limitations on Resales" is restated in its entirety to read: The General Partner may limit the resale of Units, among other things, if a proposed transfer would result in there being a sale or exchange of 50% or more of the total interests in the Partnership's capital and profits within any 12 month period. The Purchaser does not believe this limitation will affect the Offer. However, because the Purchaser is tendering for 40% of the outstanding Units, limitations on the resales of remaining Units by Unitholders are more likely after the consummation of the Offer than before. "DETAILS OF THE OFFER--7. Conditions of the Offer." The last sentence of the first paragraph of the section entitled "DETAILS OF THE OFFER--7. Conditions of the Offer" is revised to read as follows: "Furthermore, notwithstanding any other terms of the Offer, the Purchaser will not be required to accept for payment or, subject to the aforesaid, pay for any Units, may delay the acceptance for payment of the Units tendered, or may withdraw the Offer if, at any time on or after the date of the Offer and the Expiration Date, any of the following conditions exists:" 2 "DETERMINATION OF PURCHASE PRICE" The section entitled "DETERMINATION OF PURCHASE PRICE" is amended and supplemented by the adding the following subsection: "Calculation of the Purchase Price. Based on the Purchaser's calculations, the Purchase Price for each Class A Unit and each Original Unit is $30.80 and $5, respectively, over the estimated and adjusted net asset value of such Units. In determining the Purchase Price of the Class A Units, the Purchaser discounted its estimated net asset value calculation of $690 per Class A Unit by 32% (or $220.80) for risks associated with illiquidity and the Purchaser's control of only a minority interest in the Partnership upon consummation of the Offer. The Purchaser has valued each Original Unit at $0 (because of the liquidation preference to the Class A Units). The Purchaser calculated the net asset value of the Units based upon the assumption that the Partnership's real estate could be sold at estimated market value and that all other Partnership assets could be liquidated. The Purchaser's estimated net asset value figures also reflect deductions for estimated costs associated with such liquidation." ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. The response to Item 11 is hereby amended and supplemented as follows: 11(a)(5) Supplement to the Offer to Purchase, dated as of March 17, 1999, of Purchaser. 11(a)(6) Cover letter to Unitholders dated March 17, 1999. SIGNATURE After due inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Amendment to the Tender Offer Statement is true, complete and correct. Dated: March 17, 1999 EVEREST INVESTORS 10, LLC By: EVEREST PROPERTIES II, LLC, Manager By: /s/ David I. Lesser --------------------------- David I. Lesser Executive Vice President EVEREST PROPERTIES II, LLC By: /s/ David I. Lesser ------------------------------- David I. Lesser Executive Vice President EX-99.11(A)(5) 2 SUPPLEMENT TO OFFER TO PURCHASE March 17, 1999 Supplement to the Offer to Purchase dated February 24, 1999 OFFER TO PURCHASE FOR CASH 3,240 Class A Units and 7,530 Original Units of Limited Partnership Interests in INCOME GROWTH PARTNERS, LTD. X by EVEREST INVESTORS 10, LLC at a Cash Purchase Price of $500.00 per Class A Unit and $5 per Original Unit The introductory paragraph on each of the cover page and page 1 of the Offer to Purchase is supplemented by adding the following information: The considerations listed in bullet point format on each of the cover page and page 1 of the Offer to Purchase are restated in their entirety as follows: o The price offered for the Class A Units is double the subscription price paid per Class A Unit in June 1995 and reflects a $250 gain per Class A Unit. o Based on the Purchaser's calculations, the Purchase Price for each Class A Unit is $30.80 over the estimated and adjusted net asset value of such units. In determining the Purchase Price, the Purchaser discounted its estimated net asset value calculation of $690 per Class A Unit by 32% (or $220.80) for illiquidity and a minority ownership of units. o The Purchaser has valued each Original Unit at $0 (because of the liquidation preference to the Class A Units), and, therefore, the Purchaser believes that the Purchase Price for each Original Unit is $5 over the Purchaser's estimated and adjusted net asset value of such units. o The Partnership's general partner has recently advised the Purchaser in a telephone conversation that it does not intend to market or sell the Partnership's properties for at least two to three years. o If the Offer is fully subscribed, the Purchaser will own 40% of the outstanding Original Units and 40% of the outstanding Class A Units and be in a position to exercise substantial influence over the Partnership, including over matters regarding the disposition of assets. o The Partnership's publicly filed documents state that there is no established public trading market for the Units and it is not anticipated that any public market will develop. Partnership Spectrum, an independent industry publication, reflects only two transfers of Units between December 1, 1996 and November 30, 1998. See "Determination of Purchase Price--Trading History of the Units." o Resales of Units by Unitholders who do not tender their Units in the Offer are more likely to be limited after the Offer because the Purchaser is tendering for 40% of the outstanding Units and the General Partner may limit resales of Units if, among other things, a proposed transfer would result in there being a sale or exchange of 50% or more of the total interests in the Partnership's capital and profits within any 12 month period. o The Offer allows Unit Holders to dispose of their Units without incurring the sales commissions (typically up to 8% with a minimum of $150-$200) associated with transfers of Units arranged through brokers or other intermediaries. o The Purchaser is making the Offer with a view to making a profit for itself. Accordingly, there is a conflict between the desire of the Purchaser to purchase Units at a low price and the desire of the Unit Holders to sell their Units at a high price. o The Offer is an immediate opportunity for Unit Holders to liquidate their investment in the Partnership, subject to proration, but Unit Holders who tender their Units will be giving up the opportunity to participate in any potential future benefits from ownership of Units. A one time $40 transfer fee will be deducted from the aggregate Purchase Price paid to each Unit Holder. The information above supplements certain information contained in the Offer to Purchase, dated February 24, 1999, of Everest Investors 10, LLC (the "Offer to Purchase"), and the information set forth herein supersedes any contrary statements contained in the Offer to Purchase. Except as otherwise set forth in this Supplement, the terms and conditions of the Offer previously set forth in the Offer to Purchase remain applicable in all respects. This Supplement should be read in conjunction with the Offer to Purchase. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Offer to Purchase. THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 5:00 P.M., LOS ANGELES TIME, ON MONDAY, MARCH 29, 1999 UNLESS THE OFFER IS EXTENDED. The Letter of Transmittal, and any other required documents, should be sent to the Purchaser at its address listed below. Additional copies of the Offer to Purchase, this Supplement, the Letter of Transmittal, and other tender offer materials may be obtained from the Purchaser, and will be furnished promptly at the Purchaser's expense. Everest Properties II, LLC (Manager) 199 South Los Robles Avenue, Suite 440 Pasadena, California 91101 (800) 611-4613 or (626) 585-5920 Facsimile: (626) 585-5929 2 EX-99.11(A)(6) 3 COVER LETTER TO UNITHOLDERS DATED MARCH 17, 1999 [Letterhead: Everest, 199 S. Los Robles Avenue, Suite 440, Pasadena, California 91101, tel.: (626) 585-5920, fax: (626) 585-5929] March 17, 1999 To the Holders of Units in Income Growth Partners, Ltd. X RE: Offer to Purchase up to 3,240 Class A Units and 7,530 Original Units We previously sent you an offer to purchase your limited partnership interests ("Units") in Income Growth Partners, Ltd. X. Enclosed is supplemental information regarding our offer. In its letter dated March 10, 1999, the Partnership's general partner provides estimates of net asset values per Unit that are much higher than the values we estimated. However, the general partner cannot provide any assurance that such higher values will be realized. Even if the general partner's estimated values were accurate, the general partner's stated business plan requires holders of Class A Units to wait until December 2001 before a possible retirement of the Class A Units, if the Partnership can obtain adequate refinancing at that time. The general partner indicates it does not intend to prepare the properties for sale until 2002. The general partner's plan means that holders of Original Units will not receive any distributions from the Partnership until 2002, at the earliest; and unless the full liquidation preference of the Class A Units can be paid, the holders of Original Units will receive no distributions at all. Our offer provides you with an opportunity to receive cash now for your Units. An additional Agreement of Transfer is enclosed, which can be used to accept our offer. Please execute this document and return it in the enclosed envelope. As a reminder, our offer expires on March 29, 1999, at 5:00 p.m., Los Angeles time. Please call us at (800) 611-4613 if you have any questions. Everest Investors 10, LLC -----END PRIVACY-ENHANCED MESSAGE-----