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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 1)
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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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1, dated February 24, 1999 (the "Schedule 14D-1"), of Everest
Investors 10, LLC (the "Purchaser"), a California limited liability company
owned by Everest Properties II, LLC, a California limited liability company, and
Blackacre Everest, LLC, a Delaware limited liability company, filed in
connection with the Purchaser's offer to purchase up to 3,240 class A units and
7,530 original units of limited partnership interests in Income Growth Partners,
Ltd. X (the "Partnership"), as set forth in the Schedule 14D-1. All capitalized
terms not defined herein have the meanings given to them in the Offer to
Purchase (the "Offer to Purchase") filed as Exhibit 11(a)(1) to the Schedule
14D-1.
ITEM 10. ADDITIONAL INFORMATION.
(f) The response to Item 10(f) is hereby amended and supplemented as
follows:
Supplement to the Offer to Purchase.
The response to Item 10(f) is hereby amended and supplemented by the
information set forth in the Supplement to the Offer to Purchase, filed as
Exhibit 11(a)(5) hereto (the "Supplement"), and it is incorporated herein by
reference.
"DETAILS OF THE OFFER--1. Terms of the Offer; Expiration Date; Proration" and
"EFFECTS OF THE OFFER--Limitations on Resales."
The third paragraph of the section entitled "DETAILS OF THE OFFER--1. Terms
of the Offer; Expiration Date; Proration" is supplemented by the following and
the last sentence of the section entitled "EFFECTS OF THE OFFER--Limitations on
Resales" is restated in its entirety to read:
The General Partner may limit the resale of Units, among other things, if a
proposed transfer would result in there being a sale or exchange of 50% or more
of the total interests in the Partnership's capital and profits within any 12
month period. The Purchaser does not believe this limitation will affect the
Offer. However, because the Purchaser is tendering for 40% of the outstanding
Units, limitations on the resales of remaining Units by Unitholders are more
likely after the consummation of the Offer than before.
"DETAILS OF THE OFFER--7. Conditions of the Offer."
The last sentence of the first paragraph of the section entitled "DETAILS
OF THE OFFER--7. Conditions of the Offer" is revised to read as follows:
"Furthermore, notwithstanding any other terms of the Offer, the Purchaser
will not be required to accept for payment or, subject to the aforesaid,
pay for any Units, may delay the acceptance for payment of the Units
tendered, or may withdraw the Offer if, at any time on or after the date of
the Offer and the Expiration Date, any of the following conditions exists:"
2
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"DETERMINATION OF PURCHASE PRICE"
The section entitled "DETERMINATION OF PURCHASE PRICE" is amended and
supplemented by the adding the following subsection:
"Calculation of the Purchase Price. Based on the Purchaser's
calculations, the Purchase Price for each Class A Unit and each
Original Unit is $30.80 and $5, respectively, over the estimated and
adjusted net asset value of such Units. In determining the Purchase
Price of the Class A Units, the Purchaser discounted its estimated net
asset value calculation of $690 per Class A Unit by 32% (or $220.80)
for risks associated with illiquidity and the Purchaser's control of
only a minority interest in the Partnership upon consummation of the
Offer. The Purchaser has valued each Original Unit at $0 (because of
the liquidation preference to the Class A Units). The Purchaser
calculated the net asset value of the Units based upon the assumption
that the Partnership's real estate could be sold at estimated market
value and that all other Partnership assets could be liquidated. The
Purchaser's estimated net asset value figures also reflect deductions
for estimated costs associated with such liquidation."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
The response to Item 11 is hereby amended and supplemented as follows:
11(a)(5) Supplement to the Offer to Purchase, dated as of March 17,
1999, of Purchaser.
11(a)(6) Cover letter to Unitholders dated March 17, 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 17, 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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March 17, 1999
Supplement to the Offer to Purchase dated February 24, 1999
OFFER TO PURCHASE FOR CASH
3,240 Class A Units and 7,530 Original Units of
Limited Partnership Interests in
INCOME GROWTH PARTNERS, LTD. X
by
EVEREST INVESTORS 10, LLC
at a Cash Purchase Price of
$500.00 per Class A Unit and
$5 per Original Unit
The introductory paragraph on each of the cover page and page 1 of the
Offer to Purchase is supplemented by adding the following information:
The considerations listed in bullet point format on each of the cover page
and page 1 of the Offer to Purchase are restated in their entirety as follows:
o The price offered for the Class A Units is double the subscription
price paid per Class A Unit in June 1995 and reflects a $250 gain per
Class A Unit.
o Based on the Purchaser's calculations, the Purchase Price for each
Class A Unit is $30.80 over the estimated and adjusted net asset value
of such units. In determining the Purchase Price, the Purchaser
discounted its estimated net asset value calculation of $690 per Class
A Unit by 32% (or $220.80) for illiquidity and a minority ownership of
units.
o The Purchaser has valued each Original Unit at $0 (because of the
liquidation preference to the Class A Units), and, therefore, the
Purchaser believes that the Purchase Price for each Original Unit is
$5 over the Purchaser's estimated and adjusted net asset value of such
units.
o The Partnership's general partner has recently advised the Purchaser
in a telephone conversation that it does not intend to market or sell
the Partnership's properties for at least two to three years.
o If the Offer is fully subscribed, the Purchaser will own 40% of the
outstanding Original Units and 40% of the outstanding Class A Units
and be in a position to exercise substantial influence over the
Partnership, including over matters regarding the disposition of
assets.
o The Partnership's publicly filed documents state that there is no
established public trading market for the Units and it is not
anticipated that any public market will develop. Partnership Spectrum,
an independent industry publication, reflects only two transfers of
Units between December 1, 1996 and November 30, 1998. See
"Determination of Purchase Price--Trading History of the Units."
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o Resales of Units by Unitholders who do not tender their Units in the
Offer are more likely to be limited after the Offer because the
Purchaser is tendering for 40% of the outstanding Units and the
General Partner may limit resales of Units if, among other things, a
proposed transfer would result in there being a sale or exchange of
50% or more of the total interests in the Partnership's capital and
profits within any 12 month period.
o The Offer allows Unit Holders to dispose of their Units without
incurring the sales commissions (typically up to 8% with a minimum of
$150-$200) associated with transfers of Units arranged through brokers
or other intermediaries.
o The Purchaser is making the Offer with a view to making a profit for
itself. Accordingly, there is a conflict between the desire of the
Purchaser to purchase Units at a low price and the desire of the Unit
Holders to sell their Units at a high price.
o The Offer is an immediate opportunity for Unit Holders to liquidate
their investment in the Partnership, subject to proration, but Unit
Holders who tender their Units will be giving up the opportunity to
participate in any potential future benefits from ownership of Units.
A one time $40 transfer fee will be deducted from the aggregate Purchase
Price paid to each Unit Holder.
The information above supplements certain information contained in the
Offer to Purchase, dated February 24, 1999, of Everest Investors 10, LLC (the
"Offer to Purchase"), and the information set forth herein supersedes any
contrary statements contained in the Offer to Purchase. Except as otherwise set
forth in this Supplement, the terms and conditions of the Offer previously set
forth in the Offer to Purchase remain applicable in all respects. This
Supplement should be read in conjunction with the Offer to Purchase. Capitalized
terms not otherwise defined herein shall have the meanings given to such terms
in the Offer to Purchase.
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 5:00 P.M.,
LOS ANGELES TIME, ON MONDAY, MARCH 29, 1999 UNLESS THE OFFER IS EXTENDED.
The Letter of Transmittal, and any other required documents, should be sent
to the Purchaser at its address listed below. Additional copies of the Offer to
Purchase, this Supplement, the Letter of Transmittal, and other tender offer
materials may be obtained from the Purchaser, and will be furnished promptly at
the Purchaser's expense.
Everest Properties II, LLC
(Manager)
199 South Los Robles Avenue, Suite 440
Pasadena, California 91101
(800) 611-4613 or (626) 585-5920
Facsimile: (626) 585-5929
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[Letterhead: Everest, 199 S. Los Robles Avenue, Suite 440,
Pasadena, California 91101,
tel.: (626) 585-5920, fax: (626) 585-5929]
March 17, 1999
To the Holders of Units in
Income Growth Partners, Ltd. X
RE: Offer to Purchase up to 3,240 Class A Units and 7,530 Original Units
We previously sent you an offer to purchase your limited partnership
interests ("Units") in Income Growth Partners, Ltd. X. Enclosed is supplemental
information regarding our offer.
In its letter dated March 10, 1999, the Partnership's general partner
provides estimates of net asset values per Unit that are much higher than the
values we estimated. However, the general partner cannot provide any assurance
that such higher values will be realized. Even if the general partner's
estimated values were accurate, the general partner's stated business plan
requires holders of Class A Units to wait until December 2001 before a possible
retirement of the Class A Units, if the Partnership can obtain adequate
refinancing at that time. The general partner indicates it does not intend to
prepare the properties for sale until 2002. The general partner's plan means
that holders of Original Units will not receive any distributions from the
Partnership until 2002, at the earliest; and unless the full liquidation
preference of the Class A Units can be paid, the holders of Original Units will
receive no distributions at all.
Our offer provides you with an opportunity to receive cash now for your
Units.
An additional Agreement of Transfer is enclosed, which can be used to
accept our offer. Please execute this document and return it in the enclosed
envelope.
As a reminder, our offer expires on March 29, 1999, at 5:00 p.m., Los
Angeles time.
Please call us at (800) 611-4613 if you have any questions.
Everest Investors 10, LLC
