SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO
(Amendment No. 2)
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: $3,678,150(1) Amount of Filing Fee: $735.63(2)
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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.
(2) The fee has already been paid.
[ ] 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 Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed 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"), 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 11. ADDITIONAL INFORMATION.
The response to Item 11 is hereby amended and supplemented with the
following changes to the Offer to Purchase:
DETAILS OF THE OFFER
7. Conditions of the Offer
Clause (c) is hereby amended and restated in its entirety as:
"(c) any event shall have occurred or been disclosed, or shall have been
threatened, regarding the business, properties, assets, liabilities, financial
condition, operations, results of operations or prospects of the Partnership,
which event is materially adverse, or which threatened event, if fulfilled,
would be materially adverse, to the Partnership or its business or properties,
or there shall be any material lien not disclosed in the Partnership's financial
statements, or the Purchaser shall have become aware of any previously
undisclosed fact that has or with the passage of time would have a material
adverse effect on the value of the Units or the Partnership's properties;"
Clause (d) is hereby amended to insert the word "reasonable" before the
word "judgment".
Clause (e) is hereby amended to insert the word "reasonable" before the
word "judgment".
ITEM 12. EXHIBITS.
12.5 Letter to Unit Holders dated May 9, 2003.
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: May 12, 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