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: $840,000(1) Amount of Filing Fee: $168(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 700
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 second bullet point in this section is hereby amended and restated in
its entirety as follows:
"to delay for a reasonable period the acceptance for payment of, or payment
for, any Units not already accepted for payment or paid for, if the Purchaser
reasonably anticipates the prompt receipt of any authorization, consent, order
of, or filing with, or the expiration of waiting periods imposed by, any court,
government, administrative agency or other governmental authority, necessary for
the consummation of the transactions contemplated by the Offer;"
EFFECTS OF the OFFER
Limitations on Resale.
The following sentence is added as the penultimate sentence of the
paragraph:
"It is not possible for Purchaser to determine how many Units may be
purchased because only the General Partner will know the number of Units that
have been transferred in all other transactions prior to the expiration of the
Offer."
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: December 23, 2003
EVEREST MANAGEMENT, LLC
By: EVEREST PROPERTIES II, LLC,
Manager
By: /S/ W. ROBERT KOHORST
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W. Robert Kohorst
President
EVEREST PROPERTIES II, LLC
By: /S/ W. ROBERT KOHORST
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W. Robert Kohorst
President