-----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, TvHELB5/DtVrSs1nVyPqKwKvtWZgamtwJWTOylsCu2G4ELa505rSc5nxQb4xrGk6 gh4ZZW3362byfSON+rGl9A== 0001037955-99-000013.txt : 19990331 0001037955-99-000013.hdr.sgml : 19990331 ACCESSION NUMBER: 0001037955-99-000013 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990330 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: 99577669 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. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 14D-1 (AMENDMENT NO. 2) 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. 2 TO SCHEDULE 14D-1 This Amendment No. 2 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 10. ADDITIONAL INFORMATION. (f) The Offer has been extended to 5:00 pm, Los Angeles time on March 31, 1999. On March 29, 1999, the Purchaser issued a press release announcing such extension and reporting that the number of Units tendered pursuant to the Offer as of March 29, 1999 was 78 Class A Units and 190 Original Units. A copy of such press release is filed as Exhibit 11(a)(7), which is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. 11(a)(7) Press release issued by Purchaser on March 29, 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 29, 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 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 11(a)(7) Press release issued by Purchaser on March 29, 1999. EX-99.11(A)(7) 2 PRESS RELEASE ISSUED BY PURCHASER MARCH 29, 1999 EVEREST INVESTORS 10, LLC 199 S. Los Robles Ave., Suite 440 Pasadena, CA 91101 CONTACT: Chris Davis or Stacey McClain of Everest Properties II, LLC (626) 585-5920 FOR IMMEDIATE RELEASE PASADENA, CALIFORNIA, March 29, 1999 - Everest Investors 10, LLC today announced that it has extended the expiration date of its outstanding tender offer for Class A Units and Original Units of limited partnership interests in Income Growth Partners, Ltd. X. The expiration date for the tender offer has been extended to 5:00 p.m., Los Angeles time, on Wednesday, March 31, 1999. The offer was previously scheduled to expire on Monday, March 29, 1999. Everest reported that the approximate number of limited partnership interests tendered pursuant to the offer as of March 29, 1999, was 78 Class A Units and 190 Original Units. For further information, please contact Everest Properties at (800) 611-4613. -----END PRIVACY-ENHANCED MESSAGE-----