<PAGE> 1
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. 2)
<TABLE>
<S> <C>
De Anza Properties - X De Anza Properties - X
(Name of Subject Company) De Anza Corporation
(Name of Persons Filing Statement)
</TABLE>
Units of Limited Partnership Interest
(Title of Class of Securities)
NONE
((CUSIP) Number of Class of Securities)
<TABLE>
<S> <C>
Herbert M. Gelfand with copies to:
De Anza Corporation Michael J. Connell
9171 Wilshire Blvd. Rena L. O'Malley
Suite 627 Morrison & Foerster
Beverly Hills, California 90210 555 West Fifth Street
(310) 550-1111 Los Angeles, CA 90013-1024
(Name, address, and telephone number of person (213) 892-5200
authorized to receive
notice and communications on behalf of the
person(s) filing statement)
</TABLE>
HOLDERS OF UNITS ARE URGED TO CONSIDER THE FOLLOWING FACTORS:
o 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.
o 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.
o 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.
o 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 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.
1
<PAGE> 2
This Amendment No. 2 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, except as follows:
The Operating General Partner's estimated liquidation value of $762
was not determined by the independent third party valuation expert. No
valuations or reports have been provided by this independent expert to the
Partnership or its affiliates and none are expected to be completed prior to
December 31, 1995.
The Operating General Partner believes that the 8% capitalization rate
utilized by it is within the range of capitalization rates currently employed
in the marketplace and is the rate at which the Property would most likely sell
for the following reasons. First, the Operating General Partner believes that
the Property is a premium property in a premium location and will sell for a
premium rate. Second, the 8% capitalization rate was the rate used by the
appraiser in 1990 when the Property was last appraised which was a better real
estate market than currently exists, but closer to the improved market the
Operating General Partner believes will exist sometime in the next 1-3 years in
Southern California. Third, substantially all the multifamily properties in
the Property's market location are currently owned by a single publicly traded
real estate investment trust ("REIT"), whose shares have been traded in recent
months at a 7.5 - 8.0% yield. Finally, due to the consolidated ownership of
competing properties by a REIT, which has not stated an intention to sell such
properties, a buyer for multifamily properties in the Property's market
location has few remaining properties to choose from, which, in the view of the
Operating General Partner, increases the value to a buyer of the Partnership's
Property.
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.
2
<PAGE> 3
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
(a) No change, except as described below.
The Operating General Partner considered and reviewed on a preliminary
basis the feasibility and desirability of exploring and investigating a variety
of possible alternative transactions to the Offer that might provide a greater
return to limited partners. The Operating General Partner considered the sale
of the Partnership's Property to accomplish liquidation of the Partnership,
but, 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, particularly in a "fire-sale" situation that would be
unlikely to result in a fair price being paid for the Property. The Operating
General Partner considered a self-tender by the Partnership to redeem Units at
a price higher than that offered by the Bidder, but to do so would require the
Partnership incurring indebtedness which the Operating General Partner believed
would not be in the best interests of the Partnership. The Operating General
Partner also considered informing partners of the Operating General Partner's
belief of the inadequacy of the Bidder's offer and allowing each Partner to
choose freely whether to continue to hold Units or to sell them to the Bidder.
The Operating General Partner ultimately decided to follow this last
alternative.
The original anticipated holding period for the Partnership's
properties was described in 1978 in the Partnership's original offering
materials as follows: "It is intended that the Partnership will hold the
properties it acquires for extended periods of time (ten years or more),
although properties may be disposed of sooner if in the opinion of the
Operating General Partner it is in the best interests of the Partnership to do
so. The determination of whether a particular property should be sold or
otherwise disposed of will be made after consideration of relevant factors,
including current operating results of the particular project, prevailing
economic conditions, and a view to achieving maximum capital appreciation to
the Partnership and attendant tax consequences within the investment objectives
of the Partnership. No assurance can be given that the foregoing objectives
will be realized."
The Partnership Agreement does not indicate any specific period of
time during which disposition of the Property must occur. The Operating
General Partner received a satisfactory offer for the purchase of Colonies of
Margate in Margate, Florida in 1994 from a publicly traded mobile home park
REIT, which was not interested in purchasing apartment projects such as the
Property. In 1995 after rejection of De Anza Aptos Pines by the publicly
traded REIT, the Partnership received an offer from an unaffiliated individual
to purchase De Anza Aptos Pines, located in Northern California. The
Partnership gave a group of residents of that property the option to purchase
De Anza Apotos Pines on the same terms. The sale to the residents was
completed in July 1995. Both Colonies of Margate and De Anza Aptos Pines
were mobile home parks. The market demand for mobile home parks has been
different than that for apartments.
The Operating General Partner intends to sell the remaining Property
in due course, but as yet no satisfactory offer has been received. The
Operating General Partner believes that this is due, in part, to the depressed
Southern California real estate market and in part due to the relatively low
occupancy rates for this Property in the last few years. The Partnership
substantially completed capital improvements to the Property in 1994 and
experienced increased occupancy rates. Also, the Operating General Partner has
estimated that the real estate market in Southern California will begin to
improve, and therefore, believes that a more appropriate time to sell the
Property will be sometime in the next 1-3 years.
(b) No change.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
No change, except as described below.
3
<PAGE> 4
The affirmative vote of a majority in interest of the limited partners
of the Partnership is required under the Partnership's Partnership Agreement
to remove or replace the Operating General Partner or to cause the liquidation
of the Partnership.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
No change except the following exhibit is added:
(a)(2) Letter to Limited Partners dated December 21, 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 21, 1995
(Date)
DE ANZA PROPERTIES-X
By: DE ANZA CORPORATION
its operating general partner
By:/s/Herbert M. Gelfand
----------------------------------
Herbert M. Gelfand
Chairman of the Board
DE ANZA CORPORATION
By:/s/Herbert M. Gelfand
-----------------------------------
Herbert M. Gelfand
Chairman of the Board
4
<PAGE> 5
EXHIBIT INDEX
99.4 Letter to Limited Partners dated December 21, 1995.
5
<PAGE> 1
EXHIBIT 99.4
DE ANZA PROPERTIES - X
9171 Wilshire Boulevard
Beverly Hills, California 90210
National: (800) 321-9638 (ext. 153)
California: (800) 421-2991 (ext. 153)
(LOGO)
PROPERTIES - X
December 21, 1995
Dear Limited Partner:
Before you make your final decision whether to tender your units, please
consider your options. You can continue your investment in a premium apartment
project that has consistently provided substantial cash distributions. Even the
Bidder believes that this property has a current value in excess of its offer.
We are enclosing Amendment No. 2 to our previously filed Schedule 14D-9. We
urge you to read this Amendment. It focuses, among other things, on the risks of
a continuing investment in the Partnership, expands upon our reasons for
recommending against the offer and explains why the Partnership did not sell its
remaining property when it sold other properties.
Please accept our very best wishes for the holiday season. We hope that
both you and the Partnership will have a prosperous new year.
Sincerely,
DE ANZA PROPERTIES - X
By: De Anza Corporation
Operating General Partner
By: /s/ HERBERT M. GELFAND
------------------------------
Herbert M. Gelfand
Chairman of the Board
