SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO
(Amendment No. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Income Growth Partners, Ltd. X
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(Name of Subject Company [Issuer])
Everest Investors 10, LLC (offeror)
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Everest Properties II, LLC (other person)
(Filing Persons)
Original Units of Limited Partnership Interest
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(Title of Class of Securities)
None
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(CUSIP Number of Class of Securities)
Christopher K. Davis
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Everest Properties II, LLC
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
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Transaction Valuation: $3,678,150(1) Amount of Filing Fee: $735.63
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(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.
[ ] 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.
Checkthe 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. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed by Everest Investors 10, LLC ("Everest 10"
or the "Purchaser"), a California limited liability company, to purchase up to
5,650 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 Purchaser does not currently plan to provide a subsequent offering
period, as described by Rule 14d-11 of Regulation 14D under the Securities
Exchange Act of 1934, as amended.
ITEM 11. ADDITIONAL INFORMATION.
The response to Item 11 is hereby amended and supplemented with the
following changes to the Offer to Purchase:
SUMMARY OF THE OFFER
The fourth bullet point is hereby amended and restated in its entirety as
follows:
o The Offer price exceeds by $401 per Unit (160%) the highest prior
offer for Original Units of which Purchaser is aware, made November
23, 2001, based on the offers that Purchaser has received as an
existing limited partner in the Partnership and a review of public SEC
filings.
DETAILS OF THE OFFER
1. TERMS OF THE OFFER; EXPIRATION DATE; PRORATION
The third paragraph is hereby amended and supplemented to add the following
sentence at the end of the paragraph:
'See "Effects of the Offer - Limitations on Resales." '
The fifth paragraph is hereby amended and corrected to insert a comma
after the word "satisfied".
2. ACCEPTANCE FOR PAYMENT AND PAYMENT OF PURCHASE PRICE.
The first paragraph is hereby amended to replace "as promptly as
practicable" with "promptly".
7. CONDITIONS OF THE OFFER.
The last sentence of the first paragraph is hereby amended and restated in
its entirety as follows:
'Furthermore, notwithstanding any other term of the Offer, the Purchaser
will not be required to accept for payment or, subject to the aforesaid, pay for
any Units, may delay the acceptance for payment of the Units tendered, or may
withdraw the Offer if, at any time on or after the date of the Offer and on or
before the Expiration Date, any of the following conditions exists:'
Subparagraph (a) is hereby amended to delete clause (iv) therefrom.
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Subapragraph (e) is hereby amended to delete "or the benefits expected to
be derived by the Purchaser as a result of the transactions contemplated by the
Offer".
The last paragraph is hereby amended and restated in its entirety as
follows:
'The foregoing conditions are for the sole benefit of the Purchaser and may
be (but need not be) asserted by the Purchaser regardless of the circumstances
giving rise to such conditions or may be waived by the Purchaser in whole or in
part at any time on or prior to the Expiration Date. Any determination by the
Purchaser, in its reasonable judgment, concerning the events described above
will be final and binding upon all parties.'
EFFECTS OF THE OFFER - Limitations On Resales
The paragraph is hereby amended and supplemented to add the following
sentences at the end of the paragraph:
'For the same reasons, it is theoretically possible that the number of
Units tendered for purchase by the Purchaser taken together with the number of
Units that have transferred prior to the Offer could exceed the number that the
General Partner believes would cause a tax termination of the Partnership; in
which case the Purchaser will purchase the maximum number of Units it may
purchase without causing such a tax termination, as informed by the General
Partner. See "Details of the Offer - Terms of the Offer; Expiration Date;
Proration." '
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: November 27, 2002
EVEREST INVESTORS 10, LLC
By: EVEREST PROPERTIES II, LLC,
Manager
By: /S/ DAVID I. LESSER
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David I. Lesser
Executive Vice President
EVEREST PROPERTIES II, LLC
By: /S/ DAVID I. LESSER
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David I. Lesser
Executive Vice President
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