SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO
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])
Millenium Management, LLC (offeror)
Everest Properties II, LLC (other person)
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(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
Everest Properties II, LLC
155 N. Lake Ave., Suite 1000
Pasadena, CA 91101
Telephone (626) 585-5920
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(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: $1,598,000(1) Amount of Filing Fee: $319.60
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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. 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 Tender Offer Statement on Schedule TO (this "Statement") relates to an
offer by Millenium Management, LLC ("Millenium" or the "Purchaser"), a
California limited liability company, to purchase up to 1,880 original units
("Original Units") of limited partnership interests in Income Growth Partners,
Ltd. X (the "Partnership") at a cash purchase price of $850 per Original Unit,
without interest, less the amount of Distributions (as defined in the Offer to
Purchase (as defined herein)) per unit, if any, made to unit holders by the
Partnership after the date of the Offer, and less any Partnership transfer fees,
which the Partnership advises Purchaser are $40 per transfer (regardless of the
number of units transferred), upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated April 17, 2003, as it may be supplemented
or amended from time to time (the "Offer to Purchase"), and the related
Agreement of Transfer and Letter of Transmittal, as it may be supplemented or
amended from time to time (the "Letter of Transmittal," which, together with the
Offer to Purchase, constitutes the "Offer"), copies of which are filed as
Exhibits 12.1 and 12.2 hereto, respectively. Capitalized terms used but not
defined herein have the meaning ascribed to them in the Offer to Purchase.
ITEM 1. SUMMARY TERM SHEET.
Reference is hereby made to the information set forth in the cover page,
"Introduction" and "Summary of the Offer" of the Offer to Purchase, which is
incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is Income Growth Partners, Ltd. X, a
California limited partnership (the "Partnership"). The address of the
Partnership's principal executive offices is 11230 Sorrento Valley Road, Suite
220, San Diego, California 92121. The telephone number of the Partnership is
(858) 457-2750.]
(b) The class of equity securities to which this Statement relates is
Original Units of Limited Partnership Interests in the Partnership. Reference is
hereby made to the information set forth in "Certain Information Concerning the
Partnership - Outstanding Units" of the Offer to Purchase, which is incorporated
herein by reference.
(c) Reference is hereby made to the information set forth in "Summary of
the Offer" and "Certain Information Concerning the Partnership - Trading History
of the Units" of the Offer to Purchase, which is incorporated herein by
reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
Reference is hereby made to the information set forth in the "Certain
Information Concerning the Purchaser" and Schedule I concerning the directors
and executive officers ("Directors and Executive Officers") of Everest
Properties II, LLC ("EPII") of the Offer to Purchase, which is incorporated
herein by reference.
During the last five years, none of the Purchaser, EPII or, to the
knowledge of each of the Purchaser and EPII, any of the Directors and Executive
Officers, has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding any such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such laws.
ITEM 4. TERMS OF THE TRANSACTION.
Reference is hereby made to the information set forth in the "Summary of
the Offer," "Details of the Offer," "Effects of the Offer" and "Certain Federal
Income Tax Matters" of the Offer to Purchase, which is incorporated herein by
reference.
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 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) None.
(b) Reference is hereby made to the information set forth in "Summary of
the Offer" and "Certain Information Concerning the Purchaser - Prior
Acquisitions of Units and Prior Contacts" of the Offer to Purchase, which is
incorporated herein by reference.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a), (c)(1) - (c)(7) Reference is hereby made to the information set forth
in "Summary of the Offer," "Future Plans of the Purchaser" and "Effects of the
Offer" of the Offer to Purchase, which is incorporated herein by reference.
Except as set forth in the Offer to Purchase, the Purchaser does not have any
present plans or proposals which would relate to, or would result in, any
transaction, change or other occurrence with respect to the Partnership or the
Original Units as is listed in paragraphs (c)(1) through (c)(7) of Item 1006 of
Regulation M-A.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Reference is hereby made to the information set forth in "Certain
Information Concerning the Purchaser - Source of Funds" of the Offer to
Purchase, which is incorporated herein by reference.
(b), (d) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Reference is hereby made to the information set forth in "Certain
Information Concerning the Purchaser - Prior Acquisitions of Units and Prior
Contacts" and " - General" of the Offer to Purchase, which is incorporated
herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
Reference is hereby made to the information set forth in "Certain Legal
Matters - Fees and Expenses" of the Offer to Purchase, which is incorporated
herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
Certain selected information regarding the Partnership is set forth in
Appendix A - Part II of the Offer to Purchaser and is incorporated herein by
reference.
Certain information regarding Purchaser's method of financing the Offer and
the Purchaser's financial condition is set forth in "Certain Information
Concerning the Purchaser - Source of Funds" and Appendix B of the Offer to
Purchaser and is incorporated herein by reference. Audited financial statements
of the Purchaser are not available because the Purchaser does not have them
prepared in the ordinary course of business. The incorporation by reference in
this Item of the above-referenced information does not constitute an admission
that such information is material to a decision by a holder of the Original
Units as to whether to sell, tender or hold Original Units.
ITEM 11. ADDITIONAL INFORMATION.
(a) None.
(b) Reference is hereby made to the entire text of the Offer to Purchase
and the related Agreement of Transfer and Letter of Transmittal, which are
incorporated herein by reference.
ITEM 12. EXHIBITS.
12.1 Offer to Purchase, dated April 17, 2003.
12.2 Agreement of Transfer and Letter of Transmittal, with Instructions.
12.3 Letter to Unit Holders dated April 17, 2003.
12.4 Limited Appraisal-Restricted Appraisal Report of The Samppala Group
dated May 8, 2002.
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: April 17, 2003
MILLENIUM MANAGEMENT, 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