-----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, E+MbqHupSUNWieeQgT6ISRb9EQPtO+dBvygnZYBFaXp791wIjENwkigLkNa1Lg0c dMsASEprgRWyt6MCfo9PCA== 0001037955-02-000035.txt : 20021211 0001037955-02-000035.hdr.sgml : 20021211 20021211173304 ACCESSION NUMBER: 0001037955-02-000035 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20021211 GROUP MEMBERS: EVEREST INVESTORS 10, 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 TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55927 FILM NUMBER: 02855085 BUSINESS ADDRESS: STREET 1: 11300 SORRENTO VALLEY RD STE 108 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8584572750 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 IRS NUMBER: 954599059 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 155 N. LAKE AVENUE STREET 2: SUITE 1000 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6265855920 MAIL ADDRESS: STREET 1: 155 N. LAKE AVENUE STREET 2: SUITE 1000 CITY: PASADENA STATE: CA ZIP: 91101 SC TO-T/A 1 incomegpx_sctota2.txt SC TO (AMENDMENT NO. 2) INCOME GROWTH PARTNERS X SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE TO (Amendment No. 2) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Income Growth Partners, Ltd. X - -------------------------------------------------------------------------------- (Name of Subject Company [Issuer]) Everest Investors 10, LLC (offeror) - -------------------------------------------------------------------------------- Everest Properties II, LLC (other person) (Filing Persons) Original Units of Limited Partnership Interest - -------------------------------------------------------------------------------- (Title of Class of Securities) None - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Christopher K. Davis - -------------------------------------------------------------------------------- Everest Properties II, LLC 155 N. Lake Ave., Suite 1000 Pasadena, CA 91101 Telephone (626) 585-5920 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation: $3,678,150(1) Amount of Filing Fee: $735.63(2) - -------------------------------------------------------------------------------- (1) Calculated as the product of the number of Original Units on which the Offer is made and the gross cash price per Original Unit. (2) Previously paid. [ ] 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 [ ] Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO, including all amendments to date (the "Schedule TO") filed by Everest Investors 10, LLC ("Everest 10" or the "Purchaser"), a California limited liability company, to purchase up to 5,650 original units ("Original Units") of limited partnership interests in Income Growth Partners, Ltd. X (the "Partnership"), as set forth in the Schedule TO. Capitalized terms used but not defined herein have the meaning ascribed to them in the Offer to Purchase filed as Exhibit 12.1 to the Schedule TO (the "Offer to Purchase"). On or after December 11, 2002, Purchaser is mailing a letter to Unit Holders announcing it is extending the expiration date of the Offer from Thursday, December 12, 2002 to Tuesday, December 24, 2002. A copy of that letter is filed with this Amendment No. 2 to the Schedule TO. ITEM 4. TERMS OF THE TRANSACTION. Item 4 is hereby supplemented as follows: The Offer is extended to and will expire at 5:00 p.m., Los Angeles time, on Tuesday, December 24, 2002, unless the offer is extended further. ITEM 11. ADDITIONAL INFORMATION. (b) Reference is hereby made to the entire text of the Letter to Unit Holders dated December 11, 2002 (Exhibit 12.5), and the Limited Appraisal-Restricted Appraisal Report of The Samppala Group dated May 8, 2002 (Exhibit 12.6), which are incorporated herein by reference. The response to Item 11 is hereby amended and supplemented with the following changes to the Offer to Purchase: CERTAIN INFORMATION CONCERNING THE PARTNERSHIP - Selected Financial and Property Related Data The second paragraph is hereby amended and restated in its entirety as follows: 'The General Partner has provided the Purchaser with a copy of an appraisal of the Partnership's properties dated May 8, 2002. The appraisal is a "Limited Appraisal-Restricted Appraisal Report" by The Samppala Group and is made subject to numerous limiting conditions and assumptions, including without limitation: it relies primarily on the income capitalization approach to valuation of the properties; it relies on the appraisers past experience and familiarity with the appraised properties, obtained through prior reviews of such properties; it assumes that residential apartment units are the highest and best use of the properties; it does not consider the potential of converting the properties to for-sale units; and it assumes the recipient of the appraisal is knowledgeable in real estate matters and property values and that a restricted appraisal is appropriate for such recipient. Subject to the limiting conditions and assumptions therein, the appraisal estimates that the fair market values of the Partnership's properties are $23,800,000 and $19,000,000, for Mission Park and Shadowridge Meadows, respectively, as of the valuation date. The Purchaser has not received any representations or assurances from the General Partner, The Samppala Group or any other party regarding such appraisal or the continuing accuracy thereof; and has not independently investigated the accuracy of such appraisal. The Purchaser disclaims responsibility for the contents of the appraisal except to the extent prohibited by law. The appraisal is attached as Exhibit 12.6 to the Schedule TO, which schedule, amendments and exhibits may be inspected and copies may be obtained at the same places and in the same manner as set forth under the caption "Certain Information Concerning The Partnership - -- General." The Samppala Group has not consented to the filing of the appraisal as an exhibit. Please also see the back cover of the Offer to Purchase for information on how to obtain additional tender offer materials.' DETERMINATION OF OFFER PRICE The second paragraph is hereby amended and restated in its entirety as follows: 'Purchaser developed an estimated current liquidation value for the Partnership's Original Units using its proprietary valuation methods, based on estimated fair market values in the most recent appraisal of the properties obtained by the General Partner, the Partnership Agreement provisions regarding the allocation of distributions, historical distributions made to Unit Holders, the assets, liabilities and operating results of the Partnership, assumed expenses of selling the properties and liquidating the Partnership, and other considerations. The Purchaser made its own estimate of the loan defeasance fees ($3.8 Million), deferred maintenance reserves ($1.2 Million), commissions and selling costs ($1.9 Million), and then reviewed the Partnership Agreement to determine how net liquidation proceeds from a current sale of the Partnership's properties would be distributed between the preferred distributions to the Class A Units and the residual distributions to the Original Units. Based on the information described above, the Purchaser estimates the net proceeds to Unit Holders from a current liquidation of the Partnership would be $651 per Original Unit. No assurances can be provided that the Purchaser's estimates are correct, and the actual amount of net proceeds that would be received from a current liquidation of the Partnership's assets may differ substantially from the Purchaser's estimate.' CERTAIN INFORMATION CONCERNING THE PURCHASER - Source of Funds The paragraph is hereby amended and supplemented to add the following sentence at the end of the paragraph: 'Such members have agreed and are obligated to make such capital contributions available to the Purchaser on demand.' ITEM 12. EXHIBITS. The response to Item 12 is hereby amended and supplemented as follows: 12.5 Letter to Unit Holders dated December 11, 2002. 12.6 Limited Appraisal-Restricted Appraisal Report of The Samppala Group dated May 8, 2002. 12.7 Press Release dated December 11, 2002. 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. Dated: December 11, 2002 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 3 incomegpx_sctotaex125.txt EXHIBIT 12.5 LTR TO UNIT HOLDERS Everest Properties 155 N. Lake Avenue, Suite 1000, Pasadena, CA 91101 Tel.: (626) 585-5920 Fax: (626) 585-5929 December 11, 2002 TO HOLDERS OF ORIGINAL UNITS OF INCOME GROWTH PARTNERS, LTD. X Re: Offer to Purchase Original Units for $651 Per Unit, dated November 12, 2002 Dear Unit Holder: Everest has extended the expiration date of THE OFFER TO December 24, 2002, from the previous expiration date of December 12, 2002. Investors should note that: o $651 per Original Unit equals the amount of net proceeds Everest estimates would be distributed if the Partnership's properties were liquidated for the value estimated in the last appraisal obtained by the General Partner, dated May 8, 2002. o The General Partner has advised us its recommendation for Everest's Offer will be neutral. o The Offer price exceeds by $401 per Unit (160%) the highest prior offer for Original Units of which Everest is aware, made November 23, 2001. o The Offer price exceeds by at least $267 per Unit (70%) the average price per unit for trades of Partnership interests over the last 12 months. o You will be able to obtain a 2002 transfer of your Original Units. According to the General Partner, transfers received by its transfer agent prior to January 15, 2003, will be deemed effective as of the end of 2002; which means the 2002 K-1 will be a final K-1. Please sign and return an Agreement of Transfer and Letter of Transmittal promptly (blue form) in the envelope provided to accept our offer. For answers to any questions you might have regarding these materials or our Offer, or assistance in the procedures for accepting our Offer and tendering your Units, please contact us at (800) 611-4613 (toll free). Very truly yours, EVEREST INVESTORS 10, LLC P.S. to Class A Unit Holders: Several limited partners have indicated they would prefer to sell their Class A Units along with their Original Units. If this applies to you, please contact Everest to discuss your situation. EX-99 4 incomegpx_sctota2ex126.txt EXHIBIT 12.6 LIMITED SAMPPALA APPRAISAL THE SAMPPALA GROUP LIMITED APPRAISAL-RESTRICTED APPRAISAL REPORT APPRAISAL OF: Mission Park Apartments (221 Woodland Parkway, San Marcos, CA 92069) Shadowridge Meadows Apartments (1515 South Melrose Drive, Vista CA) PREPARED FOR: Mr. David Maurer Income Growth Management, Inc. 11300 Sorrento Valley Road, Suite 108 San Diego, CA 92121 PREPARED BY: James Naughton, Jr., MAI State Certified General Real Estate Appraiser Certificate # AG006748 DATE OF VALUATION: May 8, 2002 4895 Savannah Street San Diego, CA 92110-3824 THE SAMPPALA GROUP Limited Appraisal-Restricted Appraisal Report May 10,2002 Ref. No.02-005 Mr. David Maurer Income Growth Management, Inc. 11300 Sorrento Valley Road, Suite 108 San Diego, CA 92121 RE: Mission Park Apartments (221 Woodland Parkway, San Marcos, CA 92069) Shadowridge Meadows Apartments (1515 South Melrose Drive, Vista CA 92083 Dear Mr. Maurer: As requested, we are submitting the following information as a Limited Appraisal-Restricted Appraisal Report. This appraisal may be considered limited because it relies primarily on one approach to value (the Income Capitalization Approach, with support from the Sales Comparison Approach) and is a restricted report with most supporting data retained in our file. However, based on our extensive experience in appraising apartment properties and our familiarity with the subject properties, we are confident that the values reported are a reliable indicator of value for your "Factual Basis of Value". A Restricted Report cannot be fully understood without the additional information in the work file of the appraiser. This information is not presented in report form due to time constraints in creating a detailed report and also considering the function of the appraisal. This is a Restricted Appraisal Report that is intended to comply with the reporting requirements set forth under the Standards Rule 2-2c of the Uniform Standards of Professional Practice for a Restricted Appraisal Report. As such, it does not present discussions of the data, reasoning, and analyses that were used in the appraisal process to develop the appraiser's opinion of value. Supporting documentation concerning the data, reasoning, and analyses are retained in the appraiser's file. The depth of discussion contained in this report is specific to the needs of the client and for the intended use stated below. The appraiser is not responsible for the unauthorized use of this report. PURPOSE OF THE APPRAISAL: To estimate the market value of the subject property as defined in Standards of Professional Appraisal Practice of the Appraisal Institute (The Dictionary of Real Estate Appraisal, 3rd Edition). See definitions attached. INTENDED USE and USER OF REPORT: For the sole use by the client, Mr. David Maurer, for internal use. This appraisal is to provide a "Factual Basis of Value" for the client. The client is known to be knowledgeable in real estate matters including property values and the use of a Restricted Report is appropriate for the client's needs. 4895 SAVANNAH STREET, o SAN DIEGO, CA o 92110-3824 PHONE: 619/275-0967 o FAX: 619/275-5200 -2- MAY 10,2002 INTEREST VALUED: The property interests include Fee Simple ownership of the subject property. The properties are rental apartment units that use short-term rental agreements and do not create any specific leasehold/leased fee distinctions. EFFECTIVE DATE OF VALUE/DATE OF REPORT: May 8, 2002/ May 10, 2002. ESTIMATED EXPOSURE TIME: Average exposure time for apartments of the size and quality of the subjects is estimated to vary from 3 to 6 months, based on sales comparables. APPRAISAL DEVELOPMENT AND REPORTING PROCESS: The appraisers are very familiar with the subject properties since we have completed appraisals or appraisal reviews of each of the properties in the past, In preparing this appraisal, the appraisers inspected the subject properties in May 2000 (Exterior inspection only) and analyzed the financial and physical details of the subject properties, including full year operations for the year 2001 and rent roll dated April 19, 2002. Brief synopsis of due diligence steps: o Review previous appraisal work. o Review current rent roll and talk to rental office. o Conduct rental survey. o Review income and expense for 2001. o Set up proforma for income and expense. o Compare rent roll market and actual rent. o Review expenses and compare to comps. o Compare to previous work. o Collect and analyze market data. o Review market comparisons. o Analyze market overall rates, expenses and other units of comparison. o Look for market trends. (Articles and comps statistics). The value estimate for apartment properties of the size and quality of the subjects tend to rely on the Income Capitalization Approach with some consideration of the Sales Comparison Approach. The appraiser did not complete a Cost Approach to value since this approach is not utilized by typical buyers and sellers to establish values and the results of the Cost Approach are generally unreliable due to the lack of good land sale data and difficulty in estimating the various forms of depreciation. For the Income Approach the appraisers have reviewed the most recent operating results (Income and Expenses) as well as a current rent roll and rental survey of the market competition. Based on the historical operating history of the subject and other information available to the appraisers, we have been able to develop a reliable income/expense statement for the subject properties. The net income from these estimates is processed into a value estimate by the Direct Capitalization since there is sufficient overall rate data from comparable sales. THE SAMPPALA GROUP -3- MAY 1O,2002 The appraisers processed and analyzed approximately 22 sales of apartment complexes in San Diego County that met the following criteria: built since 1980, 80 units or more and recording date from 1/1/01 to present. Within this sample is a wide range of properties and we studied eleven specific sales in North San Diego County that share similar market characteristics with the two subject properties. No offer to sell properties meeting the basic search criteria was found using a typical Internet based service (Loopnet). These sales provide rent levels, expense comparisons, gross rent multipliers and capitalization rates in addition on to the price, which is compared per unit, per room and per square foot. The market conditions for investment properties similar to the subject has become very strong with vacancies decreasing and values improving. A recent report of rental trends for San Diego County as of March 2002 cites a 5.8 percent increase in average rents within the last year and an overall vacancy factor of 2.07 percent (1.94% in North County). This Restricted Appraisal Report sets forth only the appraiser's conclusions. Supporting documentation is retained in the appraiser's file. We have attached brief summary information. Departures from Standard 1 of USPAP include the following: Standards Rule 1-3 (a) identify and analyze the effect on use and value of existing land use regulations, reasonably probable modifications of such land use regulations, economic supply and demand, the physical adaptability of the real estate, and market area trends; and (b) develop an opinion of the highest and best use of the real estate. Standards Rule 1-4 In developing a real property appraisal, an appraiser must collect, verify, and analyze all information applicable to the appraisal problem, given the scope of work identified in accordance with Standards Rule 1-2(f). (a) When a sales comparison approach is applicable, an appraiser must analyze such comparable sales data as are available to indicate a value conclusion. (b) When a cost approach is applicable, an appraiser must: (i) develop an opinion of site value by an appropriate appraisal method or technique; (ii) analyze such comparable cost data as are available to estimate the cost new of the improvements (if any); and (iii) analyze such comparable data as are available to estimate the difference between the cost new and the present worth of the improvements (accrued depreciation). (c) When an income approach is applicable, an appraiser must: (i) analyze such comparable rental data as are available and/or the potential earnings capacity of the property to estimate the gross income potential of the property; (ii) analyze such comparable operating expense data as are available to estimate the operating expenses of the property; (iii) analyze such comparable data as are available to estimate rates of capitalization and/or rates of discount; and (iv) base projections of future rent and/or income potential and expenses on reasonably clear and appropriate evidence. (f) An appraiser must analyze the effect on value, if any, of anticipated public or private improvements, located on or off the site, to the extent that market actions reflect such anticipated improvements as of the effective appraisal date. (g) An appraiser must analyze the effect on value of any personal property, trade fixtures, or intangible items that are not real property but are included in the appraisal. The departures stated above do not affect the credibility of the concluded values for the intended use. Although the Cost Approach is not developed, it is not a typical method used by THE SAMPPALA GROUP -4- MAY 1O,2002 investors in existing apartments. The other items mentioned above were considered in earlier appraisals but are not reported in detail. REAL ESTATE APPRAISED: Mission Park Apartments is a 264 unit apartment complex at 221 Woodland Parkway, San Marcos, CA. This is a modern apartment built in two phases, with 120 one-bedroom units and 144 two-bedroom units. Assessor Parcel Number is 220-233-10,11. Shadowridge Meadows is a 184 unit apartment complex at 1515 South Melrose Drive, Vista, CA. This modern complex has 114 two-bedroom and 70 three-bedroom units and has 132 garages as well as carports and open parking. Assessor Parcel Number is 169-011-05. PRESENT USE and HIGHEST AND BEST USE: The subject properties are operating successfully as multiple residential apartments and the Highest and Best Use is concluded to be the same use. The appraiser has not analyzed the potential of conversion to for-sale units. CONCLUDED VALUES: We have concluded value estimates for the individual apartment properties with a date of value of August 1, 2000 as follows. Mission Park equals $23,800,000. Shadowridge Meadows equals $19,000,000. As previously mentioned, this report is restricted for the sole use of the client and is intended to present the conclusions of our appraisal without the supporting data. Thank you for this opportunity to provide appraisal services. Respectfully submitted, /S/ James Naughton, Jr. - ------------------------ James Naughton, Jr., MAI State Certified General Real Estate Appraiser Certificate #AG006748 THE SAMPPALA GROUP -5- MAY 1O,2002 CERTIFICATION I certify that, to the best of my knowledge and belief: 1. the statements of fact contained in this report are true and correct. 2. the reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal, impartial, and unbiased professional analyses, opinions, and conclusions. 3. I have no present or prospective interest in the property that is the subject of this report, and no personal interest with respect to the parties involved. 4. I have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. 5. my engagement in this assignment was not contingent upon developing or reporting predetermined results. 6. my compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction In value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the Intended use of this appraisal. 7. my analyses, opinions, and conclusions were developed, and this report has been prepared, In conformity with the Uniform Standards of Professional Appraisal Practice and the Code of Ethics of the Appraisal Institute. 8. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. 9. I have made a personal inspection of the property that is the subject of this report. 10. no one except co-signers of the report provided significant professional assistance to the person signing this report. 11. The undersigned has the necessary training and experience to complete this appraisal assignment in a competent manner. 12. as of the date of this report, I, James Naughton, Jr., MAI, have completed the requirements under the continuing education program of the Appraisal Institute. /S/ James Naughton, Jr. - ------------------------ James Naughton, Jr., MAI State Certified Real Estate Appraiser Certificate #AG006748 THE SAMPPALA GROUP -6- MAY 1O,2002 LIMITING CONDITIONS AND ASSUMPTIONS Standards Rule ("S.R.") 2-1 of the Uniform Standards of Professional Appraisal Practice (USPAP) requires that the appraiser "clearly and accurately disclose any extraordinary assumptions or limiting conditions that directly affects the appraisal and indicates its impact on value." In compliance with this rule and for proper interpretation of the report, both general and extraordinary assumptions and limiting conditions are outlined in the following paragraphs. 1. This is a Restricted Appraisal Report which is intended to comply with the reporting requirements set forth under Standard Rule 2-2(c) of the Uniform Standards of Professional Appraisal Practice for a Summary Appraisal Report. As such, it might not include full discussions of the data, reasoning, and analyses that were used in the appraisal process to develop the appraiser's opinion of value. Supporting documentation concerning the data, reasoning, and analyses is retained in the appraiser's file. The information contained in this report is specific to the needs of the client and for the intended use stated in this report. The appraiser is not responsible for unauthorized use of this report. 2. The appraiser assumes no responsibility for economic or physical factors that may affect or alter the opinions in this report if said economic, physical or demographic factors were not present as of the letter of transmittal accompanying this report. The appraiser is not obligated to predict future political or social trends. 3. The conclusions and opinions expressed in this report apply to the date of value set forth in the letter of transmittal accompanying this report. The dollar amount of any value opinion or conclusion rendered or expressed in this report is based upon the purchasing power of the American dollar existing on the date of value. 4. In preparing this report, the appraiser was required to rely on information furnished by other individuals or found in previously existing records and/or documents. Unless otherwise indicated, such information is presumed to be reliable. However, no warranty, either expressed or implied, is given by the appraiser for the accuracy of such information and the appraiser assumes no responsibility for information relied upon that later is found to have been inaccurate. The appraiser reserves the right to make such adjustments to the analyses, opinions and conclusions set forth in this report as may be required by consideration of additional data or more reliable data that may become available. 5. No opinion is intended to be expressed on matters that require legal expertise or specialized investigation or knowledge beyond that ordinarily employed by real estate appraisers, although such matters may be discussed in the report. Also, no liability is assumed on account of matters of a legal nature affecting this property, such as title defects, liens, encroachments, overlapping boundaries, etc. 6. No opinion as to title is rendered. Data on ownership and the legal description were obtained from sources generally considered reliable. Title is assumed to be marketable and free and clear of all liens and encumbrances, easements and restrictions except those specifically discussed in the report. The property is appraised assuming it to be under responsible ownership and competent management and available for its Highest and Best Use. 7. The appraiser has made no engineering survey. Except as specifically stated, data relative to size and area were taken from sources considered reliable and no encroachment of real property improvements is assumed to exist. THE SAMPPALA GROUP -7- MAY 1O, 2002 8. Maps, photos, plats, sketches, floor plans and other exhibits are included for illustration only, to assist the reader in visualizing the property. The appraiser has made no survey of the property. Approximate dimensions may be shown, but exhibits should not be considered as surveys or relied upon for any other purpose. 9. No opinion is expressed as to the value of subsurface oil, gas or mineral rights and the property is not subject to surface entry for the exploration or removal of such materials except as is expressly stated. 10. Any value estimates provided in the report apply to the entire property, and any proration or division of the total into fractional interests will invalidate the value estimate, unless such proration or division of interests has been set forth in the report. 11. The distribution, if any, of the total valuation in this report between land and improvements applies only under the stated program of utilization. The separate allocations for land and for buildings must not be used in conjunction with any other appraisal and are invalid if so used. 12. All mortgages, liens, encumbrances, leases and servitudes have been disregarded unless so specified within this report. Title to the property appraised is assumed to be marketable and free of encumbrances. 13. Possession of this report, or any copy thereof, does not carry with it the right of publication. This report may not be used for any purpose by anyone but the applicant, without the previous written consent of the appraiser, and in any event, only in its entirety. 14. The appraiser assumes that there are no hidden or unapparent conditions of the property, subsoil, terrain or structures, which would render it more or less valuable. The appraiser assumes no responsibility for such conditions, or for engineering which might be required to discover such factors. 15. The appraiser is not qualified to detect hazardous waste and/or toxic materials. Any comment by the appraiser that might suggest the possibility of the presence of such substances would not be taken as confirmation of the presence of hazardous waste and/or toxic materials. Such determination would require investigation by a qualified expert in the field of environmental assessment. The presence of substances such as asbestos, urea-formaldehyde foam insulation, or other potentially hazardous materials may affect the value of the property. The appraiser's value estimate is predicated on the assumption that there is such material on or in the property that would cause a loss in value unless otherwise stated in this report. No responsibility would cause a loss in value unless otherwise stated in this report. No responsibility is assumed for any environmental conditions or for any expertise or engineering knowledge required to discover them. The appraiser's descriptions and resulting comments are the result of the routine observations made during the appraisal process. Unless otherwise stated, this report assumes the subject property is in compliance with all federal, state and local environmental laws, regulations and rules. 16. Since earthquakes are common in the area, no opinion is offered regarding their possible effect on individual properties, and no responsibility for possible effects is assumed, unless detailed geologic reports are made available. 17. An accessibility survey and/or analysis to determine compliance with state and federal regulations (ADA compliance, Americans with Disabilities Act) is beyond the scope of the appraiser's expertise and has not been conducted. 18. The owners, his agent(s) or assigns are assumed to have represented the property accurately and correctly and have not withheld information pertinent to this report or its value conclusion 19. It is assumed that all applicable zoning and use regulations are complied with, unless a non-conformity has been stated, defined and considered in the appraisal report. It is THE SAMPPALA GROUP -8- MAY 10,2002 assumed that all required licenses, consent or other legislative or administrative authority from any local, state, or national governmental or private entity or organization have been, or can be, obtained or renewed for any use on which the value estimate contained in this report is based. 20. The appraiser assumes that items of public record pertinent to the property are correct and that the land area (as listed by the Assessor's Office) is accurate. This land area was utilized as the total land area throughout this report. 21. Valuation does not include any value for personal property or chattel items except for refrigerators that are typically included. THE SAMPPALA GROUP -9- MAY 10, 2002 DEFINITIONS OF SIGNIFICANT TERMS market value. a. "The fair market value of the property taken is the highest price on the date of valuation that would be agreed to by a seller being willing to sell but under no particular or urgent necessity for so doing, nor obligated to sell, and a buyer, being ready, willing, and able to buy under no particular necessity for so doing, each dealing with the other with full knowledge of all uses and purposes for which the property is reasonably adaptable and available." b. "The fair market value of the property taken for which there is no relevant market is its value on the date of valuation as determined by any method of valuation that is just and equitable." References: The Dictionary of Real Estate Appraisal, 3rd Edition, 1993 fee simple estate. Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat. leased fee estate. An ownership interest held by a landlord with the rights of use and occupancy conveyed by lease to others. The rights of the lessor (the leased fee owner) and the leased fee are specified by contract terms contained within the lease. leasehold estate. The interest held by the lessee (the tenant or renter) through a lease conveying the rights of use and occupancy for a stated term under certain conditions. highest and best use. The reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value. The four criteria the Highest and Best Use must meet are legal permissibility, physical possibility, financial feasibility and maximum profitability. THE SAMPPALA GROUP EX-99 5 incomegpx_sctota2ex127.txt EXHIBIT 12.7 PRESS RELEASE DTD 12/11/02 December 11, 2002 PRESS RELEASE - PRESS RELEASE - PRESS RELEASE - PRESS RELEASE Page 1 of 1 EVEREST INVESTORS 10, LLC 155 N. Lake Avenue, Suite 1000 Pasadena, CA 91101 CONTACT: Stacey McClain, (626) 585-5920 FOR IMMEDIATE RELEASE PASADENA, CALIFORNIA, December 11, 2002 - Everest Investors 10, LLC today announced that it has extended the expiration date of its outstanding tender offer for limited partnership interests in Income Growth Partners, Ltd. X - Original Units. The expiration date for the tender offer has been extended to 5:00 p.m., Los Angeles time, on Tuesday, December 24, 2002. The offer was previously scheduled to expire at 5:00 p.m., Los Angeles time, on Thursday, December 12, 2002. Everest reported that approximately 462 units have been deposited to date in response to the offer. -----END PRIVACY-ENHANCED MESSAGE-----