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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
De Anza Properties - X
(Name of Subject Company)
De Anza Properties - X
De Anza Corporation
(Name of Persons Filing Statement)
Units of Limited Partnership Interest
(Title of Class of Securities)
NONE
((CUSIP) Number of Class of Securities)
Herbert M. Gelfand
De Anza Corporation
9171 Wilshire Blvd.
Suite 627
Beverly Hills, California 90210
(310) 550-1111
(Name, address, and telephone number of person authorized to receive
notice and communications on behalf of the person(s) filing statement)
with copies to:
Michael J. Connell
Rena L. O'Malley
Morrison & Foerster
555 West Fifth Street
Los Angeles, CA 90013-1024
(213) 892-5200
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This Amendment No. 1 to Schedule 14D-9 amends the Schedule 14D-9 filed December
12, 1995 by the persons filing this Statement as set forth below:
ITEM 1. SECURITY AND SUBJECT COMPANY.
No change.
ITEM 2. TENDER OFFER OF THE BIDDER.
No change.
ITEM 3. IDENTITY AND BACKGROUND.
(a) No change.
(b)(1) No change.
(b)(2) No change.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a) No change.
(b) No change.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
No change.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
(a) No change.
(b) No change.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
(a) No change.
(b) No change.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
No change.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
No change except the following exhibit is added:
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(a)(2) Letter to Limited Partners dated December 18, 1995.
SIGNATURE
After reasonable 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.
December 18, 1995
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(Date)
DE ANZA PROPERTIES-X
By: DE ANZA CORPORATION
its operating general partner
By: /s/Herbert M. Gelfand
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Herbert M. Gelfand
Chairman of the Board
DE ANZA CORPORATION
By: /s/Herbert M. Gelfand
----------------------------------
Herbert M. Gelfand
Chairman of the Board
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EXHIBIT INDEX
99.3 Letter to Limited Partners dated December 18, 1995.
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DE ANZA PROPERTIES - X
9171 Wilshire Boulevard
Beverly Hills, California 90210
(LOGO) National: (800) 321-9638 (ext. 153)
PROPERTIES - X California: (800) 421-2991 (ext. 153)
December 18, 1995
Dear Limited Partner:
This letter is in response to the letter dated December 13, 1995 you may
have received from Moraga Capital, LLC (the "Bidder") with respect to its offer
to purchase limited partnership units ("Units") of De Anza Properties - X (the
"Partnership"). Please be advised that the Bidder's letter incorrectly describes
certain information disclosed to you by the Partnership and the Operating
General Partner.
The Operating General Partner urges all limited partners to read fully all
of the materials mailed to the limited partners on December 12, 1995, including
not only the cover letter but also the Schedule 14D-9 in its entirety. This
letter also encloses Amendment No. 1 to Schedule 14D-9.
In accordance with its duties to the Partnership, the Operating General
Partner does not have a predetermined time period for holding the Partnership's
property and does not base a determination to sell the property on the existence
or nonexistence of management contracts with related entities. In the view of
the Operating General Partner, the real estate market in Southern California is
still poor and now is not the time to sell the Partnership's property. Although
no prediction can be made, the Operating General Partner's best estimate of the
time frame for improvement in the real estate market, and therefore a more
appropriate time to sell the property, is sometime in the next 1-3 years. The
Operating General Partner will continue to assess the market and recommend a
sale of the property when, based on consideration of all factors, in the view of
the Operating General Partner, it is in the best interest of the Partnership to
sell the property.
Operating distributions for the quarter ending December 31, 1995 presently
are estimated to be approximately $9 per Unit (which on an annualized basis
would total approximately $36 per Unit). Operating distributions are not being
reduced, and in fact are increasing in absolute amount over September 1995's
operating distributions and as a percentage of adjusted capital accounts which
were reduced as a result of the distribution of net sales proceeds from the sale
of De Anza Aptos Pines. The Operating General Partner anticipates that operating
distributions for 1996 would continue at the same level.
The Operating General Partner will continue to operate the Partnership,
make distributions to partners, and pay management fees and reimbursements
(which are made at cost, on an allocated basis) in accordance with the terms of
the Partnership's partnership agreement.
Again, a decision as to whether to tender a Unit to the Bidder is an
individual one to be made by each limited partner based on each limited
partner's unique circumstances and the Operating General Partner urges each
limited partner to read all the information distributed before making such a
decision. The Operating General Partner reminds you that the price being offered
by the Bidder is in any case lower than the Bidder's own estimate of the
liquidating value of a Unit, even using a 9% capitalization rate.
If you have any questions, please telephone investor services at the
numbers listed above.
Sincerely,
DE ANZA PROPERTIES - X
By: De Anza Corporation
Operating General Partner
By: HERBERT M. GELFAND
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Herbert M. Gelfand
Chairman of the Board
