<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
AMENDMENT NO. 2
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
-----------------------
DE ANZA PROPERTIES - X
(Name of Subject Company)
MORAGA CAPITAL, LLC
MICHAEL L. ASHNER
C.E. PATTERSON
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
-----------------------
Michael L. Ashner Copy to:
Jericho Associates, L.P. Mark I. Fisher, Esq.
100 Jericho Quandrangle, Ste. 214 Rosenman & Colin
Jericho, New York 11753 575 Madison Avenue
New York, New York 10022
Copy to:
C.E. Patterson Paul J. Derenthal, Esq.
MacKenzie Patterson Inc. Derenthal & Dannhauser
1640 School Street, Suite 100 455 Market Street, Suite 1600
Moraga, California 94556 San Francisco, California 94105
(510) 631-9100 (415) 243-8070
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
<PAGE> 2
CUSIP NO. None 14D-1Page 2 of ___ Pages
1.Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MORAGA CAPITAL, LLC
2.Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)__
(b)__
3.SEC Use Only
4.Sources of Funds (See Instructions)
WC, AF
5.Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
__
6.Citizenship or Place of Organization
Delaware
7.Aggregate Amount Beneficially Owned by Each Reporting Person 1,639
8.Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)
- --
9.Percent of Class Represented by Amount in Row (7) 7.2%
10.Type of Reporting Person (See Instructions)
OO
<PAGE> 3
CUSIP NO. None 14D-1Page 3 of ___ Pages
1.Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
Michael L. Ashner
2.Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)__
(b)__
3.SEC Use Only
4.Sources of Funds (See Instructions)
AF
5.Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
__
6.Citizenship or Place of Organization
United States
7.Aggregate Amount Beneficially Owned by Each Reporting Person 20
8.Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)
- --
9.Percent of Class Represented by Amount in Row (7) 0.09%
10.Type of Reporting Person (See Instructions)
IN
<PAGE> 4
CUSIP NO. None 14D-1Page 4 of ___ Pages
1.Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
Charles Evans Patterson
2.Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)__
(b)__
3.SEC Use Only
4.Sources of Funds (See Instructions)
AF
5.Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
__
6.Citizenship or Place of Organization
United States
7.Aggregate Amount Beneficially Owned by Each Reporting Person 1,629
8.Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)
- --
9.Percent of Class Represented by Amount in Row (7) 7.2%
10.Type of Reporting Person (See Instructions)
IN
<PAGE> 5
This Amendment No. 2 to Schedule 14D-1 amends the Schedule 14D-1 filed
November 29, 1995 and amended by Amendment No. 1 dated December 13, 1995
(together the "Schedule") by Moraga Capital, LLC (the "Purchaser"), as set forth
below.
Item 1. Security and Subject Company. Item 1(b) is amended to read in its
entirety as follows:
(b) This Schedule relates to the offer by Moraga Capital, LLC, a
Delaware limited liability company (the "Purchaser"), to purchase up to 5,665
Units for cash at a price equal to $450 per Unit less the amount of any
distributions made or declared with respect to the Units between November 29,
1995 and January 31, 1996, or such later date to which the Purchaser may extend
the offer. By means of the press release dated December 29, 1995, a copy of
which is included as Exhibit (a)(6) hereto (the "Press Release"), the Expiration
Date of the offer is hereby extended to January 31, 1996, and is otherwise
subject to the terms and conditions set forth in the Offer to Purchase dated
November 29, 1995 and the related Letter of Transmittal, and the Letter to
Unitholders dated December 29, 1995 (together, the "Offer to Purchase"), copies
of which are attached to the Schedule as Exhibits (a)(1), (a)(2) and (a)(5),
respectively. The Issuer had 22,640.5 Units outstanding as of September 30,
1995, according to its quarterly report on Form 10-Q for the quarter then ended.
Item 2. Identity and Background. Item 2 is hereby amended to read in its
entirety as follows:
(a)-(d) The information set forth in "Introduction," "Certain
Information Concerning the Purchasers" and in Schedule I of the Offer to
Purchase is incorporated herein by reference with respect to all Bidders
hereunder.
(e)-(g) The information set forth in "Certain Information Concerning
the Purchasers" and Schedule I in the Offer to Purchase is incorporated herein
by reference with respect to all Bidders hereunder. Other than as set forth in
the Offer to Purchase, during the last five years, neither the Purchaser nor, to
the best of the knowledge of the Purchaser, any person named on Schedule I to
the Offer to Purchaser nor any affiliate of the Purchaser (i) has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) was a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding were or are subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, Federal or state securities laws or finding
any violation of such laws.
Item 3. Past Contacts, Transactions or Negotiations with the Subject Company.
(a)-(b) Since January 1, 1992, there have been no reportable contacts,
transactions or negotiations between the Bidders hereunder or any of the persons
identified in Item 2, on the one hand, and the Issuer or, to the knowledge of
the Purchaser, any of the Issuer's affiliates or general partners, or any
directors or executive officers of any such affiliates or general partners, on
the other.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder. Item
5 is hereby amended to read in its entirety as follows:
(a)-(e) and (g) The information set forth under the caption "Future
Plans" in the Offer to Purchase is incorporated herein by reference with respect
to all Bidders hereunder.
(f) Not applicable.
<PAGE> 6
Item 7. Contracts, Arrangements, Understandings or Relationships with Respect
to the Subject Company's Securities.
The information set forth in "Certain Information Concerning the
Purchasers" of the Offer to Purchase is incorporated herein by reference with
respect to all Bidders hereunder.
Item 10. Additional Information. Item 10(f) is hereby amended to read
in its entirety as follows:
(f) Reference is hereby made to the items constituting the Offer to
Purchase, copies of which are attached hereto as Exhibits (a)(1), (a)(2) and
(a)(5) and which are incorporated herein in their entirety by reference.
Item 11. Material to be Filed as Exhibits. Item 11 is hereby amended to
add the following exhibits to the Schedule:
(a)(5) Form of Letter to Unitholders dated December 29, 1995.
(a)(6) Form of Press Release dated December 29, 1995.
<PAGE> 7
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 29, 1995
/s/ MICHAEL L. ASHNER
- -----------------------------
Michael L. Ashner
/s/ C.E. PATTERSON
- -----------------------------
C.E. Patterson
MORAGA CAPITAL, LLC
BY ITS MEMBERS:
JERICHO ASSOCIATES, L.P.
By: /s/ MICHAEL L. ASHNER December 29, 1995
----------------------------- -------------------
Michael L. Ashner, Date
Its General Partner
MORAGA PARTNERS, INC.
By: /s/ C.E. PATTERSON December 29, 1995
----------------------------- -------------------
C.E. Patterson, President Date
CAL-KAN, INC.
By: /s/ C.E. PATTERSON December 29, 1995
----------------------------- -------------------
C.E. Patterson, President Date
LP SECONDARY MARKET FUND, L.P.
By: MacKenzie Patterson, Inc.,
Its General Partner
By: /s/ C.E. PATTERSON December 29, 1995
----------------------------- -------------------
C.E. Patterson, President Date
MACKENZIE SPECIFIED INCOME FUND,
A CALIFORNIA LIMITED PARTNERSHIP
By: MacKenzie Patterson, Inc.,
Its General Partner
By: /s/ C.E. PATTERSON December 29, 1995
----------------------------- -------------------
C.E. Patterson, President Date
<PAGE> 8
MACKENZIE PATTERSON SPECIAL FUND,
A CALIFORNIA LIMITED PARTNERSHIP
By: MacKenzie Patterson, Inc.,
Its General Partner
By: /s/ C.E. PATTERSON December 29, 1995
----------------------------- -------------------
C.E. Patterson, President Date
PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS
INCOME FUND 3, L.P.
By: MacKenzie Patterson, Inc.,
Its General Partner
By: /s/ C.E. PATTERSON December 29, 1995
----------------------------- -------------------
C.E. Patterson, President Date
CFS SECONDARY MARKET FUND, L.P.
By: /s/ WILLIAM R. COUSINS December 29, 1995
----------------------------- -------------------
William R. Cousins, Date
Its General Partner
MORAGA FUND 1, L.P.
By: Moraga Partners, Inc.,
Its General Partner
By: /s/ C.E. PATTERSON December 29, 1995
----------------------------- -------------------
C.E. Patterson, President Date
ACCELERATED HIGH YIELD INCOME FUND I, L.P.
By: MacKenzie Patterson, Inc.,
Its General Partner
By: /s/ C.E. PATTERSON December 29, 1995
----------------------------- -------------------
C.E. Patterson, President Date
ACCELERATED HIGH YIELD INCOME FUND II, L.P.
By: MacKenzie Patterson, Inc.,
Its General Partner
By: /s/ C.E. PATTERSON December 29, 1995
----------------------------- -------------------
C.E. Patterson, President Date
<PAGE> 9
ACCELERATED HIGH YIELD GROWTH FUND I, L.P.
By: MacKenzie Patterson, Inc.,
Its General Partner
By: /s/ C.E. PATTERSON December 29, 1995
----------------------------- -------------------
C.E. Patterson, President Date
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
- ------- ----------- ----
<S> <C> <C>
(a)(5) Form of Letter to Unitholders Dated December 29, 1995
(a)(6) Form of Press Release dated December 29, 1995
</TABLE>
<PAGE> 1
EXHIBIT (A)(5)
<PAGE> 2
MORAGA CAPITAL, LLC
December 29, 1995
RE: OFFER TO PURCHASE AT $450 PER UNIT
Dear De Anza Properties - X Unitholder:
EXTENSION OF OFFER
Moraga Capital, LLC (the "Purchaser") has extended the expiration date
of its tender offer for Units of limited partnership interest of De Anza
Properties - X (the "Partnership") through January 31, 1996. The offer,
originally set to expire on December 29, 1995, will now expire on January 31,
1996, unless it is extended to a later date. The offer is made by Moraga
Capital, LLC and is set forth in an Offer to Purchase dated November 29, 1995,
as amended below. The Purchaser has offered to purchase up to 5,665 De Anza
Properties - X Units for a cash purchase price of $450 PER UNIT.
As of December 28, 1995, a total of 857 Units had been tendered by
Unitholders. If 5,665 Units or fewer are tendered as of the Expiration Date,
there will be no proration and the Purchaser will accept all validly tendered
Units for payment subject to the terms of the Offer to Purchase.
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL NOW EXPIRE AT 12:00
MIDNIGHT, PACIFIC STANDARD TIME, ON JANUARY 31, 1996, UNLESS THE OFFER IS
EXTENDED.
GENERAL PARTNER'S SOLICITATION/RECOMMENDATION STATEMENT
The Operating General Partner has circulated to Unitholders an
amendment no. 2 to the Partnership's Solicitation/Recommendation Statement on
Schedule 14D-9 as filed with the Securities and Exchange Commission. The amended
Schedule includes four important bullet point considerations that the General
Partner has urged Unitholders to consider, but which were not included in the
General Partner's cover letter transmitting the Schedule. The following is a
verbatim copy of the bullet points on the cover page of the General Partner's
Schedule:
"HOLDERS OF UNITS ARE URGED TO CONSIDER THE FOLLOWING FACTORS:
- The offer from Moraga Capital, LLC (the "Bidder") provides
limited partners with the opportunity to tender their Units and
realize their investment now at a definite price without having
to wait for the Partnership to be terminated or liquidated at
an indeterminate date in the future.
- There is no assurance that the return to limited partners after
a sale of the Partnership's Property will be greater than the
price being offered now by the Bidder.
- The offer provides an opportunity to limited partners to
liquidate their investment in the currently depressed Southern
California real estate market without the usual transaction
costs associated with market sales and without the difficulty
of selling Units in an illiquid and limited trading market.
- The Property Manager and an affiliate of the Operating General
Partner currently receive fees and cost reimbursements that
will terminate when the Partnership's Property is sold and the
Partnership is liquidated. While the Operating General
<PAGE> 3
Partner does not believe this relationship will affect its
decision as to a proper timing for a sale, the conflict of
interest inherent in this relationship will continue to exist
until the Property is sold."
The Operating General Partner also noted in its amended Schedule 14D-9
that the Partnership's original offering materials published in 1977
contemplated an extended holding period for Partnership properties of 10 years
or more, but that the Partnership is not required to dispose of its one
remaining property at any specific time. Even though over 17 years have passed
since the date of the original offering, the Operating General Partner has
estimated that it could take up to three more years before the property is sold.
We remind you that until the property is sold, the property management company
owned by the son of the principal shareholder of the General Partner will
continue to receive significant fees and be entitled to certain reimbursements
from the Partnership. As indicated by the Operating General Partner, because of
its affiliation with the son's property management company, a conflict of
interest exists for the General Partner with respect to the timing of the sale
of the Partnership's sole remaining property.
OTHER CONSIDERATIONS FOR UNITHOLDERS.
In the Offer to Purchase, the Purchaser described a number of reasons
why Unitholders may wish to dispose of their Units, including the continuing
administrative costs incurred by the Partnership and the resultant negative
impact on an investment in a publicly registered limited partnership. The
Partnership has only one remaining property, but must still comply with all of
the Partnership accounting, tax reporting, limited partner reporting and public
company reporting requirements that it has been subject to throughout its
17-year history. During substantially all of its prior operating period, the
Partnership had a much larger real property portfolio to offset and justify its
ongoing administrative costs. According to the Partnership's public reports, the
costs borne by the Partnership for salaries and professional fees and services,
not including management fees, for the twelve months ended December 31, 1994
were $923,534 and for the nine months ended September 30, 1995 were $420,702.
Administrative costs borne by the Partnership directly reduce the amount of cash
from property operations otherwise available to be distributed to the
Unitholders. Unitholders may wish to dispose of their Units by accepting the
Offer and thereby avoid indirectly bearing such administrative expenses for an
indefinite period.
CONDITIONS OF THE OFFER
In Section 13 of the Offer to Purchase, the Purchaser sets forth the
conditions to its obligation to accept tendered Units for payment. In order to
impose a standard of reasonableness on the Purchaser's determination of the
satisfaction of the condition set forth in paragraph (c) of Section 13, that
condition is hereby revised to read in its entirety as follows:
"(c) any change or development shall have occurred or been threatened
since the date hereof, in the business, properties, assets,
liabilities, financial condition, operations, results of operations or
prospects of the Partnership, which, in the reasonable judgment of the
Purchaser, is or may be materially adverse to the Partnership, or the
Purchaser shall have become aware of any fact that, in the reasonable
judgment of the Purchaser, does or may have a material adverse effect
on the value of the Units;"
Except as noted above, the terms of the Offer remain as stated in the
original Offer to Purchase.
December 29, 1995 MORAGA CAPITAL, LLC
<PAGE> 1
EXHIBIT (A)(6)
<PAGE> 2
PRESS RELEASE
FOR IMMEDIATE RELEASE
MORAGA CAPITAL, LLC
1640 SCHOOL STREET, SUITE 100
MORAGA, CALIFORNIA 94556
TELEPHONE: 510-631-9100
December 29, 1995
MORAGA CAPITAL, LLC OFFER FOR DE ANZA PROPERTIES - X UNITS EXTENDED TO JANUARY
31, 1996.
Moraga Capital, LLC (the "Purchaser") has extended the expiration date
of its tender offer for Units of limited partnership interest of De Anza
Properties - X. The offer was originally set to expire on December 29, 1995. The
offer has been extended and will now expire on January 31, 1996, unless it is
extended to a later date. The offer is made by Moraga Capital, LLC and is set
forth in an Offer to Purchase dated November 29, 1995. The Purchaser has offered
to purchase up to 5,665 De Anza Properties - X Units for a purchase price of
$450 per Unit.
As of December 28, 1995, a total of 857 Units had been tendered to the
Purchaser by security holders.
Except as noted above, the terms of the Offer remain as stated in the
Offer to Purchase.
December 29, 1995 MORAGA CAPITAL, LLC
For further information, contact Vicki Tacheira at the above telephone
number.
