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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d) (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
Everest Properties II, LLC
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(Bidders)
Class A Units of Limited Partnership Interests
Original Units of Limited Partnership Interests
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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
199 S. Los Robles Ave., Suite 440
Pasadena, CA 91101
Telephone (800) 611-4613
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidder)
CALCULATION OF FILING FEE
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Transaction Valuation: $1,657,650(1) Amount of Filing Fee: $332.00
(1) Calculated as the product of the number of Units on which the Offer is made
and the gross cash price per 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
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AMENDMENT NO. 2 TO SCHEDULE 14D-1
This Amendment No. 2 amends the Tender Offer Statement on Schedule 14D-1
filed by Everest Investors 10, LLC, a California limited liability company (the
"Purchaser") with the Securities and Exchange Commission on February 24, 1999,
relating to the Purchaser's offer to purchase up to 3,240 Class A units and
7,530 Original Units of limited partnership interests ("Units") in Income Growth
Partners, Ltd. X (the "Partnership") upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated February 24, 1999, and the
related Agreement of Transfer and Letter of Transmittal. Capitalized terms used
but not defined herein have the meaning ascribed to them in the Offer to
Purchase. The Offer is hereby amended to include the information below.
ITEM 10. ADDITIONAL INFORMATION.
(f) The Offer has been extended to 5:00 pm, Los Angeles time on March 31,
1999. On March 29, 1999, the Purchaser issued a press release
announcing such extension and reporting that the number of Units
tendered pursuant to the Offer as of March 29, 1999 was 78 Class A
Units and 190 Original Units. A copy of such press release is filed as
Exhibit 11(a)(7), which is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
11(a)(7) Press release issued by Purchaser on March 29, 1999.
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SIGNATURE
After due inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this Amendment to the
Tender Offer Statement is true, complete and correct.
Dated: March 29, 1999
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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EXHIBIT INDEX
Exhibit No. Description
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11(a)(7) Press release issued by Purchaser on March 29, 1999.
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EVEREST INVESTORS 10, LLC
199 S. Los Robles Ave., Suite 440
Pasadena, CA 91101
CONTACT: Chris Davis or Stacey McClain of Everest Properties II, LLC
(626) 585-5920
FOR IMMEDIATE RELEASE
PASADENA, CALIFORNIA, March 29, 1999 - Everest Investors 10, LLC today
announced that it has extended the expiration date of its outstanding tender
offer for Class A Units and Original Units of limited partnership interests in
Income Growth Partners, Ltd. X. The expiration date for the tender offer has
been extended to 5:00 p.m., Los Angeles time, on Wednesday, March 31, 1999. The
offer was previously scheduled to expire on Monday, March 29, 1999.
Everest reported that the approximate number of limited partnership
interests tendered pursuant to the offer as of March 29, 1999, was 78 Class A
Units and 190 Original Units.
For further information, please contact Everest Properties at (800)
611-4613.
