OMB APPROVAL
--------------------------
OMB Number: 3235-0059
Expires: July 31, 2004
Estimated average burden
hours per response...14.73
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[ ] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14A-11(c) or Section 240.14a-12
TELECOMMUNICATIONS INCOME FUND X, L.P.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
- --------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
3) Filing Party:
- --------------------------------------------------------------------------------
4) Date Filed:
- --------------------------------------------------------------------------------
PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
CONTROL NUMBER.
SEC 1913 (11-01)
TELECOMMUNICATIONS INCOME FUND X, L.P.
701 Tama Street, Building B
PO Box 609
Marion, Iowa 52302-0609
November 12, 2002
- -----------------------
- -----------------------
- -----------------------
- -----------------------
The Proxy Statement and Notice of Meeting are being furnished to the limited
partners of Telecommunications Income Fund X, L.P. (the "partnership") in
connection with the solicitation of proxies by the general partner on behalf of
the partnership to be used at the meeting of limited partners to be held on
Thursday, December 19, 2002, at 8:00 A.M. and at any adjournments or
postponements thereof. The meeting will be held at 701 Tama Street, Building B,
Marion, Iowa. At the meeting, the limited partners will be asked to consider and
vote on two amendments to the partnership's Amended and Restated Agreement of
Limited Partnership (the "partnership agreement") to extend the term of the
partnership and to permit distributions in kind.
The partnership entered the liquidation phase on December 31, 1999. As required
by the partnership agreement, while in the liquidation phase the partnership has
not reinvested in any equipment. Instead, it has focused its activities on an
orderly liquidation of the assets of the partnership to provide funds to make
liquidating distributions to the limited partners.
The partnership agreement provides that the partnership will terminate on
December 31, 2002. If the partnership is terminated on that date, the general
partner will have to finalize its liquidation activities before the end of 2002.
This will require the general partner to sell certain assets at prices that the
general partner believes do not reflect the true value of the assets. The
general partner believes that it is in the best interest of the partnership and
the limited partners to extend the term of the partnership so the general
partner can complete an orderly liquidation of partnership assets.
If the term is extended, the partnership would continue to hold certain leases,
notes and other assets currently owned by the partnership for which it could not
realize full value if required to liquidate before the end of 2002. Generally,
payments on currently owned leases and notes would be collected in the ordinary
course of business for the full term of the leases and notes. When collected,
those payments would be available for distribution to limited partners. Assets
other than leases and notes would be liquidated as determined by the general
partner to obtain the highest value. Funds received from such liquidations would
be available for distribution to the limited partners when received by the
partnership. The proposed amendment is described in detail in the Proxy
Statement.
The partnership agreement prohibits in kind distributions. The prohibition
against in kind distributions in effect requires the partnership to sell all of
its assets in order to complete its final liquidation. The timing of the final
liquidation then will be determined by timing of the most illiquid of the
partnership's assets.
Furthermore, the partnership will be the seller of all its assets, whether or
not the partnership is in a position to be the most economically efficient
seller of such assets.
If the prohibition against in kind distributions is lifted, the partnership will
be more able to expedite its final liquidation and distribute the assets that
would be best sold by the limited partners individually. The partnership's
ownership of its shares of corporations may be particularly well served by this
amendment. Although these shares are publicly traded, the current daily trading
volume is far exceeded by the number of share owned by the partnership. If the
partnership is required to sell these shares as a block the market price will be
subject to significant downward pressure on their price.
In order to extend the term of the partnership and to permit in kind
distributions, limited partners holding a majority of interest in the
partnership of record as of October 22, 2002 must approve the amendments.
Limited partners may vote in person or by proxy.
This proxy solicitation is made by the general partner on behalf of the
partnership. The general partner seeks your affirmative vote, in person or by
proxy, in favor of the amendments to the partnership agreement. For the reasons
set forth in the accompanying Proxy Statement, the general partner recommends
the limited partners vote in favor of both amendments.
Because it is important that your partnership interest be voted at the meeting,
whether or not you plan to attend in person, we urge you to complete, date and
sign the enclosed proxy and return it as promptly as possible in the
accompanying envelope. If you do attend the meeting and wish to vote in person,
even after returning your proxy, you still may do so.
We look forward to seeing you in Marion on December 19, 2002.
Very truly yours,
Ronald O. Brendengen
Chief Financial Officer
TELECOMMUNICATIONS INCOME FUND X, L.P.
an Iowa limited partnership
NOTICE OF MEETING OF LIMITED PARTNERS
TO BE HELD ON DECEMBER 19, 2002
A meeting of limited partners of TELECOMMUNICATIONS INCOME FUND X, L.P.
(the "partnership") will be held on Thursday, December 19, 2002, at 8:00 A.M.
The meeting and any adjournments or postponements thereof will be held at 701
Tama Street, Building B, Marion, IA for the following purposes:
ITEM 1. At the meeting the limited partners will be asked to
consider and vote to approve an amendment to the
partnership's Amended and Restated Agreement of Limited
Partnership. The purpose of the amendment is to extend the
term of the partnership to December 31, 2006.
ITEM 2. At the meeting the limited partners will be asked to
consider and vote to approve an amendment to the
partnership's Amended and Restated Agreement of Limited
Partnership. The purpose of the amendment is to permit
distributions in kind.
ITEM 3. To transact such other business as may properly come before
the meeting and any adjournments or postponements thereof.
The general partner recommends that you vote in favor of all items.
Only limited partners of record on October 22, 2002 will be entitled to
vote at the special meeting or any adjournment or postponement thereof.
This meeting is called by the general partner.
General Partner:
BERTHEL FISHER & COMPANY
LEASING, INC.
By:
------------------------------
Thomas J. Berthel, President
Marion, Iowa
November 12, 2002
YOUR VOTE IS IMPORTANT. We would appreciate you promptly
voting, signing and returning the enclosed proxy, which will
help in avoiding the additional expense of a second
solicitation. The enclosed addressed envelope requires no
postage and is intended for your convenience.
PROXY STATEMENT
TELECOMMUNICATIONS INCOME FUND X, L.P.
701 Tama Street, Building B, PO Box 609, Marion, Iowa 52302-0609
Meeting of Limited Partners
December 19, 2002
This Proxy Statement is furnished in connection with the solicitation
of proxies to be used at the meeting of limited partners to be held on Thursday,
December 19, 2002, at 8:00 A.M. at 701 Tama Street, Building B, Marion, Iowa,
and at any adjournments or postponements thereof.
Telecommunications Income Fund X, L.P. is a limited partnership
organized under Iowa law on April 20, 1993. The partnership commenced operations
on September 29, 1993. The partnership is managed by Berthel Fisher & Company
Leasing, Inc., the general partner. The mailing address of the partnership is
701 Tama Street, Building B, PO Box 609, Marion, Iowa 52302-0609. Solicitation
of proxies is being made by the mailing of the Notice of Meeting and this Proxy
Statement with its enclosures on or about November 12, 2002.
The general partner knows of no business other than that mentioned in
the Notice of Meeting that will be presented for consideration at the meeting.
If any other matter is properly presented, it is the intention of the persons
named in the enclosed proxy to vote in accordance with their best judgment.
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement is being furnished to limited partners in
connection with the solicitation of proxies by the general partner for use at
the meeting of limited partners to be held at the time, place, and for the
purposes set forth in the accompanying Notice of Meeting and at any adjournments
or postponements thereof.
Limited partners of record at the close of business on October 22, 2002
(the "Record Date") will be entitled to one vote for each unit held. As of the
Record Date there were 86,716 units of the partnership outstanding. To the
knowledge of the general partner, no person owned beneficially more than 5% of
the partnership's outstanding units at the Record Date. As of the Record Date,
the general partner and officers and directors of the general partner owned 40
units.
The representation in person or by proxy of at least a majority of the
outstanding units entitled to vote at the meeting is necessary to establish a
quorum for the transaction of business. Approval of the amendment to the
partnership agreement requires the affirmative vote of a majority of outstanding
units. Only units voted in favor of the amendment will be counted toward
achievement of a majority for purposes of the vote on the amendment; abstentions
have the same effect as votes against the amendment.
Proxies given by limited partners for use at the meeting may be revoked
at any time prior to the exercise of the powers conferred by giving notice of
revocation to the partnership in writing or at the
1
meeting or by delivering to the partnership a later appointment which supersedes
the earlier one. Abstentions will be counted only for the purpose of determining
the existence of a quorum but have the effect of a no vote on the proposal to
amend the partnership agreement.
The cost of soliciting proxies in the accompanying form will be borne
by the partnership. To obtain the necessary representation at the special
meeting, supplementary solicitations may be made by mail, telephone, or
interview by directors, officers and regular employees of the general partner
without additional compensation therefor. We anticipate that the total cost of
any such supplementary solicitations will be nominal.
MANNER OF VOTING PROXIES
All proxies received by the general partner will be voted on all
matters presented at the meeting in accordance with the choices specified in
such proxies, and if not limited to the contrary, will be voted for Item 1 and
Item 2, amendments to the partnership agreement.
The general partner knows of no other matters to be brought before the
meeting. If, however, because of any unexpected occurrence, any other matters
properly come before the meeting, it is the intention of the general partner
that proxies not limited to the contrary will be voted at the discretion of the
general partner.
REPORTS
The 2001 Annual Report, which includes financial statements, and the
quarterly reports filed with the Securities and Exchange Commission on Form
10-Q, have previously been mailed to each limited partner receiving this Proxy
Statement.
FORWARD LOOKING STATEMENTS
Certain statements in this Proxy Statement relate to future events and
expectations, and as such, constitute what are called "forward-looking
statements." For purposes of this Proxy Statement, any statements contained in
this Proxy Statement that are not statements of historical fact may be deemed to
be forward-looking statements. Without limitation by the foregoing description,
the words "believes," "anticipates," "expects," "determined" and similar
expressions used in this solicitation statement are intended to identify
forward-looking statements. Such forward-looking statements are subject to known
and unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the partnership to be materially
different from historical achievements of the partnership. Although the
partnership believes that its expectations reflected in such forward-looking
statements are based on reasonable assumptions, no assurance can be given that
such expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from the expectations reflected in the
forward-looking statements herein include, among others, factors affecting the
telecommunications industry and the leasing industry, interest rates, general
economic, business and market conditions, changes in federal laws and increased
competitive pressure in the leasing industry.
2
TERMINATION AND AMENDMENT OF PROXY STATEMENT.
The general partner expressly reserves the right, in its sole
discretion, at any time and from time to time to amend or supplement this Proxy
Statement. Any amendment will be followed as promptly as practicable by written
notice. Without limiting the manner in which the general partner may choose to
make any written notice, except as provided by applicable law, the general
partner will have no obligation to publish, advertise or otherwise communicate
such notice by public announcement.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE MEETING?
At the meeting, limited partners will act upon Item 1 and Item 2, as
described in the accompanying notice of meeting, i.e., amendments of the
partnership's Amended and Restated Agreement of Limited Partnership.
WHO IS ENTITLED TO VOTE?
Only limited partners of record at the close of business on the Record
Date, October 22, 2002, are entitled to receive notice of the meeting and to
vote the units they held on that date at the meeting or any postponement or
adjournment of the meeting. Each outstanding unit entitles its holder to cast
one vote on each matter to be voted upon. As of the Record Date there were
86,716 units of the partnership outstanding. The general partner owns 40 units
of the partnership and is entitled to vote those units at the special meeting.
WHO CAN ATTEND THE MEETING?
All limited partners as of the Record Date, October 22, 2002 or their
duly appointed proxies may attend.
WHAT CONSTITUTES A QUORUM?
The presence at the meeting, in person or by proxy, of the holders of
43,359 units on the Record Date will constitute a quorum, permitting the meeting
to conduct its business. As of the Record Date, 86,716 units of the partnership
were outstanding, held by approximately 1567 limited partners of record. Proxies
received but marked as abstentions will be included in the calculation of the
number of shares considered to be present at the meeting but will not be counted
as votes cast "for" or "against" any given matter. If less than 43,359 units are
represented at the meeting, a majority of the units present at the meeting may
adjourn the meeting to another date, time or place, and notice need not be given
of the new date, time or place if the new date, time or place is announced at
the meeting before an adjournment is taken.
3
HOW DO I VOTE?
If you complete and properly sign the accompanying proxy and return it
to us, it will be voted as you direct. If you are a registered limited partner
and you attend the meeting, you may deliver your completed proxy in person.
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY?
Yes. Even after you have submitted your proxy, you may change your vote
at any time before the proxy is exercised by filing with the general partner
either a notice of revocation or a duly executed proxy bearing a later date. The
powers of the proxy holders will be suspended if you attend the meeting in
person and so request, although attendance at the meeting will not by itself
revoke a previously granted proxy.
WHAT ARE THE GENERAL PARTNER'S RECOMMENDATIONS?
The general partner recommends a vote FOR proposals presented in Item 1
and Item 2. Unless you give other instructions on your proxy, the persons named
as proxy holders on the proxy will vote in accordance with the recommendations
of the general partner. The general partner's recommendation and the reasons for
such recommendation are set forth in detail below, under "Proposals for the
Amendment to the Amended and Restated Agreement of Limited Partnership."
The general partner does not know of any other matters that may be
brought before the meeting. If any other matter should properly come before the
meeting the proxy holders will vote as recommended by the general partner or, if
no recommendation is given, in accordance with their best judgment.
WHAT VOTE IS REQUIRED TO APPROVE ITEM 1?
The affirmative vote of a majority of outstanding units is required to
approve the amendment to the partnership agreement. A properly executed proxy
marked to abstain with respect to the vote on Item 1 will not be voted with
respect to Item 1, although it will be counted for purposes of determining
whether there is a quorum.
WHAT VOTE IS REQUIRED TO APPROVE ITEM 2?
The affirmative vote of a majority of outstanding units is required to
approve the amendment to the partnership agreement. A properly executed proxy
marked to abstain with respect to the vote on Item 2 will not be voted with
respect to Item 2, although it will be counted for purposes of determining
whether there is a quorum.
WHO PAYS FOR THE PREPARATION OF THE PROXY?
The partnership will pay the cost of preparing, assembling and mailing
the proxy statement, notice of meeting and enclosed proxy. In addition to the
use of mail, employees, officers and directors of
4
the general partner may solicit proxies personally and by telephone. Employee,
officers and directors of the general partner will receive no compensation for
soliciting proxies other than their regular salaries.
The approximate date that this Proxy Statement and the enclosed form of
Proxy are first being sent to limited partners is November 12, 2002. You should
review this information in conjunction with the partnership's 2001 Annual Report
on Form 10-K and the partnership's subsequent quarterly reports on Form 10-Q,
which were previously sent to all limited partners. The partnership's principal
executive offices are located at 701 Tama Street, Building B, PO Box 609,
Marion, Iowa 52302-0609, and our telephone number is (319) 447-5700. A list of
limited partners entitled to vote at the meeting will be available at the
partnership's offices for a period of ten days prior to the meeting and at the
meeting itself for examination by any limited partner.
PROPOSALS FOR THE AMENDMENT TO THE AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
PROPOSAL I:
WHAT AMENDMENT TO THE PARTNERSHIP AGREEMENT IS PROPOSED?
The partnership agreement currently calls for the partnership to
terminate on December 31, 2002. The general partner has proposed an amendment to
the partnership agreement to extend the term of the partnership to December 31,
2006.
WHAT IS THE RECOMMENDATION OF THE GENERAL PARTNER?
For the reasons set forth below in "Why Does The General Partner
Believe The Limited Partners Should Amend The Partnership Agreement to Extend
The Term of The Partnership?" the general partner believes that it is in the
interest of the limited partners to extend the term of the partnership.
Accordingly, the general partner recommends that you vote to approve the
amendment. Your proxy will be voted "for" approval of the amendment unless you
specify otherwise.
WHY DOES THE GENERAL PARTNER BELIEVE THE LIMITED PARTNERS SHOULD AMEND THE
PARTNERSHIP AGREEMENT TO EXTEND THE TERM OF THE PARTNERSHIP?
As of September 30, 2002, the partnership owned assets that the general
partner believes cannot be readily liquidated at fair values before the end of
2002. The following table presents information regarding certain assets of the
partnership as of September 30, 2002:
Contract balance remaining on
all lease contracts (a).................. $ 4,122
Estimated residual value(b)................. 1,100
Notes receivable(c)......................... 280,672
Other non-cash assets(d).................... 109,276
Stock investments(e)........................ 101,288
Cash ................................... 64,502
Total assets(f)............................. $ 561,887
========
5
- --------------------
(a) Contract balance remaining refers to the total of all payments
remaining to be made on all existing leases. As of September 30, 2002,
the partnership owned 3 leases with 3 different lessees. As of
September 30, 2002, the average maturity of these leases was 7 months,
with the longest maturity being 11 months.
(b) The estimated residual value is the value at the end of each lease of
all equipment currently leased by the partnership, net of costs of
handling and sale, as estimated by the general partner.
(c) The partnership currently owns 4 notes receivable from 3 different
companies. As of September 30, 2002, the average maturity of these
notes is 14 months, with the longest maturity being 42 months.
(d) Other assets owned by the partnership consist of a receivable due from
a company that also owes on a note, and other receivables.
(e) Stock investments include equity positions owned by the partnership.
This value reflects the market price on September 30, 2002, discounted
by fifteen percent. The equity securities are subject to restrictions
on sale by the partnership.
(f) The partnership currently has no bank debt.
If the partnership terminates on December 31, 2002, the general partner
will be required to liquidate all of the remaining assets within the next
several months. The general partner believes that it can generate more cash by
liquidating the assets over the proposed extended period than it could generate
by liquidating the assets within the next several months. The general partner's
beliefs are based on the following:
- Although the general partner has sought purchasers for the
remaining portfolio of leases and notes, it has not found
purchasers willing to buy the portfolio without significant
discounts. The general partner believes it will not find
purchasers for the remaining portfolio of leases and notes who
are willing to purchase the portfolio without discounts in excess
of 50% primarily due to the nature of the underlying equipment,
which has suffered significant declines in recent years.
- The partnership owns equity securities of a company that are
publicly traded. However, the securities owned by the partnership
cannot be readily sold because the partnership is subject to
rules of the Securities and Exchange Commission that restrict the
amount of shares that the partnership can sell. If the term of
the partnership is not extended, the general partner believes it
would incur significant expenses related to the marketing of the
securities, and the general partner believes the partnership
would be required to sell the securities at prices below the
current price of the stock. Extending the term of the partnership
would allow the partnership to better market the securities.
- If the term of the partnership is extended, the general partner
will have greater flexibility both to generate additional revenue
from continuing to operate existing leases and to determine when
to sell an asset based on market conditions.
6
- The general partner would continue to consider the orderly
liquidation of leases and notes prior to their maturity, but the
general partner would sell the leases and notes only when
appropriately priced liquidation alternatives were available.
- The general partner would continue to make distributions to
limited partners, depending upon the availability of funds from
the collection of leases and notes and the availability of
proceeds from the sale of assets.
- The partnership agreement provides that no management fees are to
be paid during the liquidation phase. Accordingly, although the
general partner would be actively involved in the operation of
the partnership for a longer term, the partnership will not pay
management fees during the extended term. The partnership will
continue to reimburse the General Partner such allowable
partnership expenses as set forth in Article 10.1 of the
Partnership Agreement.
WHAT EFFECT WILL AN EXTENSION OF THE TERM OF THE PARTNERSHIP HAVE ON ME?
The general partner believes that the amount of distributions would be
increased over the amount that would be distributed if the amendment is not
approved and liquidation occurs before December 31, 2002. Another effect of an
extension of the partnership on each limited partner is that distributions from
liquidations, although greater in amount, would be delayed.
WHAT IF THE LIMITED PARTNERS DO NOT APPROVE THE AMENDMENT?
If the limited partners do not approve the amendment, the general
partner would endeavor to finalize its liquidation activities before the end of
2002 in order to terminate the partnership and make final cash distributions to
limited partners. The partnership agreement prohibits the distribution of
non-cash assets to the limited partners. The proceeds of liquidation would be
distributed as soon after December 31, 2002 as practicable, and the partnership
would be terminated. The general partner believes this would result in the sale
at disadvantageous prices of the partnership's assets, including the portfolio
of leases and notes, the equity securities owned by the partnership and the
other assets held by the Partnership.
The general partner believes the sale of leases and notes prior to
December 31, 2002 would require discounts in excess of 50% from the contract
balance remaining of leases and from the total payments remaining on notes.
Thus, the partnership would receive gross proceeds on the sale of all leases and
only a fraction of the remaining scheduled lease and note payments. Furthermore,
the sale of leases and notes would likely include the sale at little or no value
of the residual value of equipment subject to such leases and notes. Similarly,
the general partner believes if it were required to sell the partnership's
equity securities before the end of 2002 it would have to sell the equity
securities at disadvantageous prices.
7
FORM OF AMENDMENT TO THE AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
RESOLUTION
Article III of the partnership's Amended and Restated
Agreement of Limited Partnership is amended to read as
follows:
"The Partnership commences at the time of the filing of the
Certificate of Limited Partnership in the office of the
Secretary of State of the State of Iowa, and will continue
until December 31, 2006, unless sooner dissolved and
terminated as provided herein."
PROPOSAL II:
WHAT AMENDMENT TO THE PARTNERSHIP AGREEMENT IS PROPOSED?
The partnership agreement prohibits distributions in kind to any party.
Section 11.3.4 of the Partnership Agreement currently provides: "The Partnership
will not make distributions in kind to any party." The general partner has
proposed an amendment which would eliminate this prohibition.
WHAT IS THE RECOMMENDATION OF THE GENERAL PARTNER?
For the reasons set forth below in "Why Does The General Partner
Believe The Limited Partners Should Amend The Partnership Agreement to Permit In
Kind Distributions?" the general partner believes that it is in the interest of
the limited partners to permit in kind distributions. Accordingly, the general
partner recommends that you vote to approve the amendment. Your proxy will be
voted "for" approval of the amendment unless you specify otherwise.
WHY DOES THE GENERAL PARTNER BELIEVE THE LIMITED PARTNERS SHOULD AMEND THE
PARTNERSHIP AGREEMENT TO PERMIT IN KIND DISTRIBUTIONS?
The general partner believes that limited partners will benefit from
allowing the general partner the option of distributing assets in kind. As of
September 30, 2002, the partnership held securities of a publicly traded
company. The general partner regards the securities as an investment with a
value that will tend to increase over the next several years. If, however, the
general partner pursues this investment approach, the returns to the limited
partners would be diminished by the recurring administrative expenses of the
partnership. If the proposed amendment succeeds, the general partner will be
able to distribute securities to the limited partner, each of whom could pursue
this investment approach without incurring a share of the administrative
expenses of operating the partnership.
Alternatively, certain events and market conditions could present
circumstances that, in the opinion of the general partner, make the shares
attractive for sale. The general partner will be limited in its ability to sell
the shares on the open market because such sale may create negative pressure on
the
8
price per share. If the proposed amendment succeeds, the limited partners will
be able to sell or hold the distributed shares on an individual basis. Sales by
the limited partners will be on independent basis and the disaggregation of the
sales may reduce the negative pressure of the share sales prices.
WHAT EFFECT WILL AN IN KIND DISTRIBUTION HAVE ON ME?
If the general partner elects to distribute property in kind, you will
receive a pro rata portion of the partnership's aggregate holding of any certain
property. In the case of securities, you will receive a proportionate number of
such shares. These shares would be deposited in the account in which you hold
your limited partnership interest in partnership.
WHAT IF THE LIMITED PARTNERS DO NOT APPROVE THE AMENDMENT?
If the limited partners do not approve the amendment, the general
partner will need to liquidate all of the partnership's holdings before it
terminates the partnership. This may extend the time before termination will
occur and reduce the value received by the partnership for its assets in
liquidation.
FORM OF AMENDMENT TO THE AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
RESOLUTION
Paragraph 11.3.4 of the partnership's Amended and Restated
Agreement of Limited Partnership shall be deleted in its
entirety.
MISCELLANEOUS MATTERS
OTHER MATTERS
As of the date of this proxy statement, the general partner knows of no
business that will be presented for consideration at the meeting other than Item
1 and Item 2 referred to above. If any other matter is properly brought before
the meeting for action by limited partners, proxies in the enclosed form
returned to us will be voted in accordance with the recommendation of the
general partner or, in the absence of such a recommendation, in accordance with
the judgment of the proxy holder.
AVAILABLE INFORMATION
The partnership is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "SEC"). Copies of such reports,
proxy statements and other information filed by the partnership can be inspected
and copied at the public reference facilities maintained by the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices located
at Citicorp Center, 500 West Madison, 14th Floor, Chicago, Illinois
9
60661. Copies of such documents also may be obtained, at prescribed rates, from
the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington,
DC 20549. The SEC also maintains a website (http://www.sec.gov) that contains
reports, proxy statements and other information regarding companies such as the
partnership that file electronically with the SEC. This Proxy Statement was
filed electronically with the SEC.
ANY QUESTIONS ABOUT THIS PROXY SOLICITATION OR REQUESTS FOR COPIES OF DOCUMENTS
MAY BE DIRECTED TO MR. LES SMITH OR MR. RONALD O. BRENDENGEN, AT (319) 447-5700,
OR IN WRITING, IN CARE OF THE PARTNERSHIP, AT 701 TAMA STREET, BUILDING B, PO
BOX 609, MARION, IOWA 52302-0609.
10
FORM OF PROXY
TELECOMMUNICATIONS INCOME FUND X, L.P.
an Iowa Limited Partnership
THIS PROXY IS SOLICITED ON BEHALF OF THE PARTNERSHIP BY THE GENERAL PARTNER,
BERTHEL FISHER & COMPANY LEASING, INC. YOUR VOTE WILL BE RECORDED IN ACCORDANCE
WITH THE INSTRUCTIONS BELOW. IF NO INSTRUCTIONS ARE INDICATED ON THIS PROXY, BY
YOUR SIGNATURE YOU WILL BE DEEMED TO HAVE CONSENTED TO VOTE IN FAVOR OF ITEM 1
AND ITEM 2.
The undersigned limited partner of Telecommunications Income Fund X,
L.P., an Iowa limited partnership, hereby appoints Thomas J. Berthel and Ronald
O. Brendengen, and each of them, as proxies for the undersigned, each with full
power of substitution, for and in the name of the undersigned to act for the
undersigned and to vote, as designated below, all units of limited partnership
interest of Telecommunications Income Fund X, L.P. that the undersigned is
entitled to vote at the special meeting of limited partners of
Telecommunications Income Fund X, L.P. to be held on Thursday, December 19,
2002, at 8:00 A.M., local time, at 701 Tama Street, Building B, Marion, Iowa,
and at any adjournment(s) or postponement(s) thereof.
I. THE GENERAL PARTNER RECOMMENDS A VOTE FOR ITEM 1.
Item 1. Amendment to the Amended and Restated Agreement of Limited
Partnership of Telecommunications Income Fund X, L.P. The purpose of
the amendment is to extend the term of the partnership to December 31,
2006.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED LIMITED PARTNER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" ITEM 1.
II. THE GENERAL PARTNER RECOMMENDS A VOTE FOR ITEM 2.
Item 2. Amendment to the Amended and Restated Agreement of Limited
Partnership of Telecommunications Income Fund X, L.P. The purpose of
the amendment is to permit in kind distributions.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED LIMITED PARTNER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" ITEM 2.
The undersigned hereby acknowledges receipt of (i) the Notice of Meeting of
Limited Partners and (ii) the Proxy Statement.
Dated: , 2002 -------------------------------------
------------------ (Signature)
-------------------------------------
(Signature if held jointly)
-------------------------------------
-------------------------------------
-------------------------------------
IMPORTANT: Please sign exactly as your name appears hereon and mail it
promptly even though you may plan to attend the Telecommunications
Income Fund X, L.P. meeting. When units are held by joint tenants, both
should sign. When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer.
If a partnership, please sign in partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
PRE-PAID ENVELOPE OR DELIVER TO: Mr. Les Smith, Secretary, Berthel Fisher &
Company Leasing, Inc., 701 Tama Street, Building B, PO Box 609, Marion, Iowa
52302-0609. A postage pre-paid envelope has been enclosed with the Proxy
materials for your convenience. However, in order to insure that Proxies are
received in time, Limited Partners may wish to send the Proxy by using an
overnight courier delivery or, if the Proxy is to be delivered by United States
mail, you may wish to use certified or registered mail, return receipt
requested.
To be counted, a duly completed and signed Proxy (or facsimile thereof) must be
received by the general partner at the address (or facsimile number) set forth
below before 8:00 A.M. Central Standard Time, on December 19, 2002 unless
extended or terminated earlier.
By Mail: Mr. Les Smith
Secretary
Berthel Fisher & Company Leasing, Inc.
701 Tama Street, Building B
PO Box 609
Marion, Iowa 52302-0609
By Hand Delivery: Berthel Fisher & Company Leasing, Inc.
701 Tama Street, Building B
Marion, Iowa 52302
By Facsimile: Mr. Les Smith
(319) 447-4250
For Information Call: Mr. Les Smith or Mr. Ronald O. Brendengen
Berthel Fisher & Company Leasing, Inc.
701 Tama Street, Building B
Marion, Iowa 52302
(319) 447-5700