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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
Income Growth Partners, Ltd. X
(Name of Subject Company)
Income Growth Partners, Ltd. X
(Names of Persons Filing Statement)
Original Units of Limited Partnership Interest
(Title of Class of Securities)
000-18528
(CUSIP Number of Class of Securities)
David Maurer
11300 Sorrento Valley Road, Suite 108
San Diego, CA 92121
Telephone (858) 457-2750
(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
Copy To:
David A. Fisher
Fisher Thurber LLP
4225 Executive Square, Suite 1600
La Jolla, CA 92037
Telephone (858) 535-9400
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
TABLE OF CONTENTS
1. Subject Company Information
2. Identity and Background of Filing Person.
3. Past Contacts, Transactions, Negotiations and Agreements.
4. The Solicitation or Recommendation.
5. Persons/Assets, Retained, Employed, Compensated or Used.
6. Interests in Securities of the Subject Company
7. Purposes of the Transaction and Plans or Proposals
8. Additional Information
9. Exhibits
ITEM 1. SUBJECT COMPANY INFORMATION.
The name of the subject company is Income Growth Partners, Ltd. X, a California
limited partnership (the "Partnership"). The principal executive offices of the
Partnership are located at 11300 Sorrento Valley Road, Suite 108, San Diego,
California 92121. The telephone number of the Partnership's principal executive
office is (858) 457-2750.
The title of the class of equity securities to which this
Solicitation/Recommendation Statement on Schedule 14D-9 (this "Statement")
relates is original units ("Original Units") of limited partnership interests in
the Partnership. As of December 16, 2002, there are 18,826.5 Original Units and
8,100 Class A Units (not included in the Offer) issued and outstanding, held by
1,984 Unit Holders.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
The Partnership, the subject company, is the person filing this Statement. Its
business address and telephone number are set forth above under item 1.
This Statement relates to the cash tender offer made by Everest Investors 10,
LLC ("Everest 10" or the "Purchaser"), a California limited liability company,
to purchase up to 5,650 Original Units of limited partnership interests in the
Partnership at a cash purchase price of $651 per Original Unit, as more fully
described in the Tender Offer Statement in Schedule TO filed by the Purchaser
with the Securities and Exchange Commission on November 12, 2002 under file
number 005-55927 (the "Purchase Tender Offer Statement").
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Based upon the information in the Purchase Tender Offer Statement, the
Partnership understands the business address of the Purchaser to be located at
155 N. Lake Avenue, Suite 1000, Pasadena, California 91101 and the telephone
number of its principal executive office is (626) 585-5920.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(1) Certain contracts, agreements, arrangements or understandings and actual or
potential conflicts of interest between the Partnership or its affiliates and
the Partnership, its executive officers, directors or affiliates are described
under Item 13 of the Partnership's Annual Report on Form 10-KSB for the year
ended December 31, 2001 ("Form 10-KSB"). To the knowledge of the Partnership and
its General Partner, Income Growth Management, Inc. ("General Partner"), except
as set forth in Item 13 of the Form 10-KSB, there exists no material contract,
agreement, arrangement or understanding and no actual or potential conflict of
interest between the Partnership or its affiliates and (i) the Partnership's
executive officers, directors or affiliates or (ii) the Purchasers' executive
officers, directors or affiliates.
(2) To the best of Partnership's knowledge as of the date hereof, except as set
forth elsewhere in this Statement or the Purchase Tender Offer Statement there
exists no material contract, agreement, arrangement or understanding and no
actual or potential conflict of interest between the Partnership or its
affiliates and the Purchaser, its executive officers, directors or affiliates.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Recommendation. The Partnership is expressing no opinion and is remaining
neutral toward the Offer.
The Partnership has not had sufficient time to properly review, evaluate and
consider the Offer.
To the knowledge of the General Partner, none of the Partnership's executive
officers, directors or affiliates who own Original Units intend to sell any of
such Units owned by them prior to the expiration of the Offer or tender such
Units in the Offer.
ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Neither the Partnership, the General Partner nor any person acting on their
behalf has retained any person to make solicitations or recommendations to
Limited Partners on the Partnership's behalf concerning the Offer.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
No transaction in Units has been effected during the past 60 days by the
Partnership or the General Partner or, to the best of the Partnership's
knowledge, by any executive officer, director, affiliate or subsidiary of the
Partnership.
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ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
The Partnership is not currently undertaking or engaging in any negotiations in
response to the Offer that relate to (i) a tender offer for or other acquisition
of securities by or of the Partnership or any other person; (ii) an
extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Partnership or its subsidiaries; (iii) a purchase, sale or
transfer of a material amount of assets by the Partnership or its subsidiaries;
or (iv) any material change in the indebtedness, present capitalization or
dividend policy of the Partnership.
ITEM 8. ADDITIONAL INFORMATION.
n/a
ITEM 9. EXHIBITS.
None
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.
Income Growth Partners, Ltd. X, a California limited partnership
By: Its General Partner
Income Growth Management, Inc., a California corporation
/s/ David W. Maurer
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(Signature)
David W. Maurer, President
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(Name and title)
December 16, 2002
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(Date)
INSTRUCTION TO SIGNATURE: The statement must be signed by the filing person or
that person's authorized representative. If the statement is signed on behalf of
a person by an authorized representative (other than an executive officer of a
corporation or general partner of a partnership), evidence of the
representative's authority to sign on behalf of the person must be filed with
the statement. The name and any title of each person who signs the statement
must be typed or printed beneath the signature. SEE ss.240.14d-1(f) with respect
to signature requirements.
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