-----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, JZXkcue/6eQrvUoSb6KJvj7ab++zHj2LimDwCPuRKLmie0XpHffgObM+4w17t57D TCBre/B2sOjoEFTiJh6hnA== 0001160498-03-000018.txt : 20031230 0001160498-03-000018.hdr.sgml : 20031230 20031230130923 ACCESSION NUMBER: 0001160498-03-000018 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031230 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: 031077147 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 MANAGEMENT LLC CENTRAL INDEX KEY: 0001160498 IRS NUMBER: 954577327 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_sctota123003.txt AMENDMENT NO. 2 TENDER OFFER 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 Management, 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 (Manager) 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: $840,000(1) Amount of Filing Fee: $168(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) Already 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 (the "Schedule TO") filed by Everest Management, LLC ("Everest" or the "Purchaser"), a California limited liability company, to purchase up to 700 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"). 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 Friday, January 9, 2004, unless the offer is extended further. ITEM 11. ADDITIONAL INFORMATION. The response to Item 11 is hereby amended and supplemented as follows: (b) Reference is hereby made to the entire text of the Letter to Unit Holders dated December 30, 2003, Exhibit 12.4 hereto, which is incorporated herein by reference. ITEM 12. EXHIBITS. 12.4 Letter to Unit Holders dated December 30, 2003. 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 30, 2003 EVEREST MANAGEMENT, 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_sctota123003exh1.txt EXH 1 LETTER TO UNIT HOLDERS 12/30/03 Everest 155 N. Lake Ave., #1000 Pasadena, CA 91101 Tel: (626) 585-5920 Fax: (626) 585-5929 December 30, 2003 TO HOLDERS OF ORIGINAL UNITS OF INCOME GROWTH PARTNERS, LTD. X Re: Offer to Purchase Original Units for $1,200 Per Unit Dear Unit Holder: You have until January 9, 2004, to respond to our OFFER TO PURCHASE up to 700 Original Units of limited partnership interests in Income Growth Partners, Ltd. X (the "Partnership") at a cash purchase price of $1,200 per Original Unit, without interest, less the amount of distributions made to you after the date of the Offer. No transfer fees will be deducted. You should have received a Recommendation Statement (Schedule 14D-9) from the General Partner, which states: o There is no assurance that the Partnership's properties will be sold at the projected sales price of $63.6 million, or that the properties will be sold at all. The purchase and sale agreements for the properties are still subject to cancellation by the buyers. o Even if the properties are sold as currently contemplated, no distributions of proceeds are expected before May-June 2004; and final distributions, if any, are not planned to occur until mid-2005 or later. Please also consider: o Everest intends to submit all transfer documents to the Partnership by January 15, 2004. The Partnership's limited partnership agreement provides that selling limited partners would therefore get a transfer date of January 1, 2004, allowing the Partnership to provide selling limited partners with a Final Schedule K-1 for the 2003 tax year. If you wait for the Partnership to liquidate and terminate, you may not receive a final Schedule K-1 until 2006 (for 2005) or later. o Unit Holders who hold Units in custodial accounts (e.g., IRA's) may save annual custodian fees for two or more years by selling their Units now rather than wait for the Partnership to liquidate and terminate. We urge you to read the Offer to Purchase completely and to return your completed Agreement of Transfer and Letter of Transmittal promptly (blue form enclosed) in the envelope provided. The Offer is now scheduled to expire on January 9, 2004. 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 MANAGEMENT, LLC -----END PRIVACY-ENHANCED MESSAGE-----