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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 3)
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. 3 TO SCHEDULE 14D-1
This Amendment No. 3 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 6. Interest in Securities of the Subject Company
Item 6 is hereby amended and supplemented by adding the following sentences
thereto:
The Offer expired pursuant to its terms at 5:00 p.m., Los Angeles time, on
Wednesday, March 31, 1999. The Purchaser received 78 Class A Units and 223
Original Units that were validly tendered and not withdrawn, all of which were
accepted for payment. Once the Partnership has confirmed that the Units have
been transferred to the Purchaser, as a result of the Offer, the Purchaser will
own approximately 1.0% of the outstanding Class A Units and 1.2% of the
outstanding Original Units.
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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: April 2, 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
