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 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 (Manager)
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: $940,000(1) Amount of Filing Fee: $188.00(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) Already 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. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed by Everest Management, LLC ("Everest" or
the "Purchaser"), a California limited liability company, to purchase up to 940
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
6. Extension of Tender Period; Termination; Amendment.
The following new sentence is hereby added to the last paragraph:
"If a Distribution occurs before the Expiration Date and the Purchaser
reduces its Offer price as a result, the Purchaser will provide notice thereof
to Unit Holders and extend the Expiration Date in accordance with Rule 14e-1(b)
under the Exchange Act."
7. Conditions of the Offer.
The first sentence of the last paragraph of the section is hereby amended
to delete the words "on or".
CERTAIN INFORMATION CONCERNING THE PARTNERSHIP
Selected Financial and Property Related Data.
The following new paragraph is added to the end of the section:
"The General Partner has provided the Purchaser with a copy of an appraisal
of the Partnership's properties dated May 8, 2002. The appraisal is a "Limited
Appraisal-Restricted Appraisal Report" by The Samppala Group and is made subject
to numerous limiting conditions and assumptions, including without limitation:
it relies primarily on the income capitalization approach to valuation of the
properties; it relies on the appraisers past experience and familiarity with the
appraised properties, obtained through prior reviews of such properties; it
assumes that residential apartment units are the highest and best use of the
properties; it does not consider the potential of converting the properties to
for-sale units; and it assumes the recipient of the appraisal is knowledgeable
in real estate matters and property values and that a restricted appraisal is
appropriate for such recipient. Subject to the limiting conditions and
assumptions therein, the appraisal estimates that the fair market values of the
Partnership's properties are $23,800,000 and $19,000,000, for Mission Park and
Shadowridge Meadows, respectively, as of the valuation date. The Purchaser has
not received any representations or assurances from the General Partner, The
Samppala Group or any other party regarding such appraisal or the continuing
accuracy thereof; and has not independently investigated the accuracy of such
appraisal. The Purchaser disclaims responsibility for the contents of the
appraisal except to the extent prohibited by law. The Purchaser gave no
consideration to this appraisal in determining the price offered for the Units."
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: October 2, 2003
EVEREST 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