- --------------------------------------------------------------------------------
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Units. Each Offer is being made solely by the Offer to Purchase dated
November 12, 2002 and the related Agreement of Transfer and Letter of
Transmittal and is not being made to, nor will tenders be accepted from or on
behalf of, Unit Holders residing in any jurisdiction in which making or
accepting the Offer would violate that jurisdiction's laws. In those
jurisdictions where the laws require the Offer to be made by a licensed broker
or dealer, the Offer shall be deemed to be made on behalf of the Purchaser, if
at all, only by one or more registered brokers or dealers licensed under the
laws of the applicable jurisdiction.
Notice of Offer to Purchase
5,650 ORIGINAL Units of Limited Partnership Interests IN
INCOME GROWTH PARTNERS, LTD. X BY
EVEREST INVESTORS 10, LLC FOR
$651 per Unit in Cash
Everest Investors 10, LLC, a California limited liability company (the
"Purchaser"), is offering to purchase up to 5,650 Original Units of limited
partnership interest ("Units") in Income Growth Partners, Ltd. X, a California
limited partnership (the "Partnership"), at a cash purchase price of $651 per
Unit, without interest, less the amount of the Distributions (as defined in the
Offer to Purchase) per Unit, if any, made to the holders of Units ("Unit
Holders") by the Partnership after the date of the Offer, and less any transfer
fees charged by the Partnership, which the Partnership advised Purchaser are $50
per transfer (regardless of the number of Units transferred), upon the terms and
conditions set forth in the Offer to Purchase, dated November 12, 2002, as it
may be supplemented or amended (the "Offer to Purchase") and in the related
Agreement of Transfer and Letter of Transmittal, as it may be supplemented or
amended (the "Letter of Transmittal," and, together with the Offer to Purchase,
the "Offer"). The Offer is not subject to brokerage commissions and is not
conditioned upon financing.
The Offer, Withdrawal Rights and Pro-ration Period Will Expire At 5:00 p.m. Los
Angeles Time on THURSDAY, DECEMBER 12, 2002, Unless the Offer Is Extended.
For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment pursuant to the Offer, and thereby purchased, validly tendered Units
if, as and when the Purchaser gives oral or written notice to the Partnership of
the Purchaser's acceptance of those Units for payment pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, payment for Units
accepted for payment pursuant to the Offer will be made and transmitted directly
to the Unit Holders whose Units have been accepted for payment.
The Purchaser is making the Offer for investment purposes and does not
currently intend to change current management or the operation of the
Partnership and does not have current plans for any extraordinary transaction
involving the Partnership.
In all cases, payment for Units purchased pursuant to the Offer will be
made only after timely receipt by the Purchaser of: (i) a properly completed and
duly executed and acknowledged Letter of Transmittal, (ii) any other documents
required by the Letter of Transmittal, and (iii) written confirmation from the
Partnership of the transfer of the Units to the Purchaser. If more than the
Units being sought in the Offer are validly tendered and not withdrawn on or
prior to the Expiration Date, the Purchaser will, upon the terms and subject to
the conditions of the Offer, accept and pay for an aggregate of the Units being
sought in the Offer (or, if less, the maximum number of Units that can be
purchased without exceeding applicable limitations on resales), pro rata, with
appropriate adjustments to avoid purchases of fractional Units. Under no
circumstance will interest on the purchase price for Units be paid, regardless
of any extension of the Offer or delay in making the payment to Unit Holders.
As used herein, the term "Expiration Date" will mean the latest time and
date to which the Offer is extended by the Purchaser. Subject to the applicable
regulations of the Securities and Exchange Commission, the Purchaser expressly
reserves the right at any time to extend the period of time during which the
Offer is open for any reason, including the occurrence of any of the events
specified in the Offer to Purchase. Any extension will be followed by a press
release or public announcement made no later than 9:00 a.m., New York City time,
on the next business day after the previously scheduled Expiration Date.
Tenders of Units made pursuant to the Offer are irrevocable, except that
Units tendered pursuant to the Offer may be withdrawn at any time on or prior to
the Expiration Date and, unless already accepted for payment by the Purchaser
pursuant to the Offer, may also be withdrawn at any time after January 11, 2003.
For withdrawal to be effective, a written notice of withdrawal must be timely
received by the Purchaser at its address set forth on the back cover of the
Offer to Purchase. Any notice of withdrawal must specify the name of the
person(s) who tendered the Units to be withdrawn and must be signed by the
person(s) who signed the respective Letter of Transmittal in the same manner as
such Letter of Transmittal was signed. Any Units properly withdrawn will be
deemed not validly tendered for purposes of the Offer. Withdrawn Units may be
re-tendered at any time prior to the Expiration Date.
The information required to be disclosed by Rule 14d-6(d)(1) of the General
Rules and Regulations under the Securities and Exchange Act of 1934, as amended
(the "Act"), is contained in the Offer to Purchase and is incorporated herein by
reference.
The Purchaser has a list of Unit Holders. The Offer to Purchase and the
Letter of Transmittal and, if required, other relevant materials will be mailed
to registered owners of the Units and will be furnished to brokers, banks and
similar persons whose names, or whose nominees, appear on the list of Unit
Holders, or if applicable, who are listed as participants in a clearing agency's
security position listing for subsequent transmittal to beneficial owners of
Units. The Purchaser may also make a request under Rule 14d-5 under the Act, for
a new list of the Unit Holders for the purpose of disseminating the Offer to the
respective Unit Holders. If made, upon compliance by the Partnership with the
request, the Offer materials will be mailed or furnished in the same manner as
described above to any Unit Holders on the new list that differ from Purchaser's
list.
Questions and requests for assistance may be directed to the Purchaser at
its address and telephone number set forth below. Copies of the Offer to
Purchase and the related Letter of Transmittal may be obtained from the
Purchaser, and will be furnished promptly at the Purchaser's expense. The
Purchaser will not pay any fees or commissions to any broker or dealer or any
other person for soliciting tenders of Units pursuant to the Offer.
Information About the Offer is Available From:
Everest Investors 10, LLC
155 N. Lake Ave., Suite 1000, Pasadena, California 91101
Telephone: (626) 585-5920; Facsimile: (626) 585-5929
November 12, 2002