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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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DE ANZA PROPERTIES - X
(Name of Subject Company)
MORAGA CAPITAL, LLC
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
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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)
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This Amendment No. 1 to Schedule 14D-1 amends the Schedule 14D-1
filed November 29, 1995 (the "Schedule") by Moraga Capital, LLC (the
"Purchaser"), as set forth below.
Item 11. Material to be Filed as Exhibits.
The response set forth in Item 11 of the Schedule is amended by
adding the following exhibit:
(a)(4) Form of Letter to Unitholders dated December 12, 1995
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SIGNATURES
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 13, 1995
MORAGA CAPITAL, LLC
BY ITS MEMBERS:
JERICHO ASSOCIATES, L.P.
By: /s/ MICHAEL L. ASHNER December 13, 1995
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Michael L. Ashner, Date
Its General Partner
MORAGA PARTNERS, INC.
By: /s/ C.E. PATTERSON December 13, 1995
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C.E. Patterson, President Date
CAL-KAN, INC.
By: /s/ C.E. PATTERSON December 13, 1995
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C.E. Patterson, President Date
LP SECONDARY MARKET FUND, L.P.
By: MacKenzie Patterson, Inc.,
Its General Partner
By: /s/ C.E. PATTERSON December 13, 1995
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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 13, 1995
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C.E. Patterson, President Date
MACKENZIE PATTERSON SPECIAL FUND,
A CALIFORNIA LIMITED PARTNERSHIP
By: MacKenzie Patterson, Inc.,
Its General Partner
By: /s/ C.E. PATTERSON December 13, 1995
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C.E. Patterson, President Date
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PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS
INCOME FUND 3, L.P.
By: MacKenzie Patterson, Inc.,
Its General Partner
By: /s/ C.E. PATTERSON December 13, 1995
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C.E. Patterson, President Date
CFS SECONDARY MARKET FUND, L.P.
By: /s/ WILLIAM R. COUSINS December 13, 1995
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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 13, 1995
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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 13, 1995
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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 13, 1995
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C.E. Patterson, President Date
ACCELERATED HIGH YIELD GROWTH FUND I, L.P.
By: MacKenzie Patterson, Inc.,
Its General Partner
By: /s/ C.E. PATTERSON December 13, 1995
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C.E. Patterson, President Date
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
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<S> <C> <C>
(a)(4) Form of Letter to Unitholders dated December 12, 1995
</TABLE>
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EXHIBIT (a)(4)
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MORAGA CAPITAL, LLC
1640 School Street, Suite 100
Moraga, California 94556
December 12, 1995
Dear DeAnza Properties - X Investor:
You may shortly receive a disparaging letter from the General Partner
in which it advises you to reject the recent offer made by Moraga Capital LLC
("MCL") to purchase your units. In so doing, its cover letter neglects to
inform you of the following:
1) That, according to the General Partner, future distributions
will be reduced to less than $40 per unit a year until a sale
or refinancing of the Partnership's sole remaining property
(the "Property") occurs;
2) That the General Partner indicated to MCL it favors a three to
five year additional holding period for the Property of which
the General Partner would receive 25% of the increase in value
for free;
3) That another reason for the General Partner's desire for an
extended holding period probably relates to the recent
appointment of a management company owned by the son of the
principal shareholder of the General Partner, as exclusive
managing agent for the Property (as well as for another
property owned by an affiliated partnership). For the 13
month period of August 18, 1994 through September 30, 1995,
the Partnership paid his son's management company
approximately $410,000 for managing its sole Property. To our
knowledge, this contract was awarded without the benefit of
any competitive review or bidding process by the General
Partner;
4) That a third reason for the extended holding period might be
the "reimbursements" of approximately $350,000 paid by the
Partnership to the General Partner and its affiliates for the
18 month period commencing January 1, 1994 and ending June 30,
1995;
5) That the General Partner's estimate of unit value is based on
an unrealistic and self-serving capitalization rate for the
Partnership's sole remaining Property. If it had adopted the
more industry-acknowledged 9% capitalization rate as
recommended by the General Partner's own appraiser, its
valuation would have been similar to that given by MCL.
Fairness dictates that a balanced presentation of the facts be
presented to you for your consideration in determining whether to hold on to
your 17-year-old investment for an additional three years. In so doing, we
thought you should consider some issues that the General Partner avoided
mentioning in its cover letter but which undoubtedly affect the General
Partner's "investment objectives" and which may have formed the basis of its
recommendation. In this regard, perhaps the receipt of over $760,000 in fees
and reimbursements during an 18-month period, the prospect of continued future
exorbitant fees and reimbursements for overseeing one Property, and the
windfall of 25% of the Partnership's future appreciation may have colored its
judgment.
Our offer provides you with $450 per unit today, rather than an
indeterminate amount after an indefinite period in the future.
Very truly yours,
Moraga Capital, LLC
By: /s/ MICHAEL L. ASHNER
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Michael L. Ashner,
Member
