-----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, BurGJ+JbbSPH9sPc18q7WhmvK2u986hEbzIH7akx+q36DLBZoTqzrWxIW7qsEAII PEva090IC359S8CQxygDbA== 0001037955-99-000015.txt : 19990406 0001037955-99-000015.hdr.sgml : 19990406 ACCESSION NUMBER: 0001037955-99-000015 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990405 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: 99587284 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. 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 14D-1 (AMENDMENT NO. 3) 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 AMENDMENT NO. 3 TO SCHEDULE 14D-1 This Amendment No. 3 amends the Tender Offer Statement on Schedule 14D-1 filed by Everest Investors 10, LLC, a California limited liability company (the "Purchaser") with the Securities and Exchange Commission on February 24, 1999, relating to the Purchaser's offer to purchase up to 3,240 Class A units and 7,530 Original Units of limited partnership interests ("Units") in Income Growth Partners, Ltd. X (the "Partnership") upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 24, 1999, and the related Agreement of Transfer and Letter of Transmittal. Capitalized terms used but not defined herein have the meaning ascribed to them in the Offer to Purchase. The Offer is hereby amended to include the information below. ITEM 6. Interest in Securities of the Subject Company Item 6 is hereby amended and supplemented by adding the following sentences thereto: The Offer expired pursuant to its terms at 5:00 p.m., Los Angeles time, on Wednesday, March 31, 1999. The Purchaser received 78 Class A Units and 223 Original Units that were validly tendered and not withdrawn, all of which were accepted for payment. Once the Partnership has confirmed that the Units have been transferred to the Purchaser, as a result of the Offer, the Purchaser will own approximately 1.0% of the outstanding Class A Units and 1.2% of the outstanding Original Units. 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: April 2, 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 -----END PRIVACY-ENHANCED MESSAGE-----