SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
_______________________
DE ANZA PROPERTIES - X
(Name of Subject Company)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number)
_______________________
Michael L. Ashner Copy to:
Jericho Associates, L.P. James E. Lyons, Esq.
100 Jericho Quandrangle, Ste. 214 Skadden, Arps, Slate, Meagher
Jericho, New York 11753 & Flom
(516) 822-0022 Four Embarcadero Center
San Francisco, California 94111
(415) 984-6400
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)
APRIL 3, APRIL 10 AND APRIL 15, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with
the statement [ ].
This Amendment No. 2 to the Schedule 13D filed on
November 29, 1995 by Moraga Capital, LLC (the "Schedule 13D")
is being filed to amend and supplement Item 4 of the Schedule 13D.
Unless otherwise indicated, each capitalized term
used but not otherwise defined herein shall have the meaning
assigned to such term in the Schedule 13D. The information
set forth in the Exhibits attached hereto is hereby expressly
incorporated herein by reference and the responses to the
each item contained in this Amendment are qualified in their
entirety by the provisions of such Exhibits.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented as
follows:
By letter dated April 3, 1996 to the Issuer (the
"Request Letter"), Moraga, certain Members and the Affiliated
Holders, all of which are limited partners of the Issuer
(collectively, the "Affiliated Limited Partners"), requested,
pursuant to the Third Amended and Restated Partnership
Agreement of De Anza Properties - X, as amended, that a
special meeting of the limited partners of the Issuer be
called for the purposes specified in the Request Letter. A
copy of the Request Letter is attached hereto as Exhibit 1.
The Request Letter was transmitted to the Issuer under cover
of a letter dated April 3, 1996 from Moraga to Herbert M.
Gelfand, Chairman of the Board of De Anza Corporation, the
Operating General Partner of the Issuer. A copy of such
letter is attached hereto as Exhibit 2.
Following receipt of the Request Letter by the
Issuer, representatives of the Reporting Person and
representatives of the Issuer discussed a possible
meeting among the Reporting Person, the Issuer and their
respective representatives to discuss the matters referenced
in the Request Letter. To facilitate such meeting, and to
postpone the scheduling and notice of a meeting of the
limited partners of the Issuer pending such meeting, by
letter to the Issuer dated April 10, 1996 (the "Withdrawal
Letter") from counsel to the Reporting Person, such counsel
informed the Issuer that the Reporting Person and the other
Affiliated Limited Partners had authorized such counsel to
withdraw the Request Letter, without prejudice to reinstating
the Request Letter in the future. A copy of the Withdrawal
Letter is attached hereto as Exhibit 3.
On April 15, 1996, a representative of each of the
Reporting Person and the Issuer, together with their
respective counsel, met to discuss matters referenced in the
Request Letter. While no agreement was reached with respect
to such matters, such representatives agreed to continue such
discussions in an attempt to reach an agreement with respect
to such matters.
The Reporting Person intends to review on a
continuing basis its investment in the Issuer and, subject to
market and general economic conditions, the discussions among
the Reporting Person, the Issuer and their respective
representatives referenced above, the business and affairs
and financial condition of the Issuer, the availability of
Interests at favorable prices, alternative investment
opportunities available to the Reporting Person and other
factors deemed relevant by the Reporting Person, may acquire
(through privately negotiated transactions, one or more
tender offers or otherwise) additional Interests.
Alternatively, the Reporting Person reserves the right to
dispose (through privately negotiated transactions with a
third party, the Issuer or an Affiliate of the Issuer or
otherwise) of some or all of the Interests owned by it.
Except as set forth herein, neither the Reporting
Person nor the Members have any present plans or proposals
that relate to or would result in any actions or events
required to be described in Item 4 of Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
1 Letter dated April 3, 1996 to De Anza
Properties -X from Moraga Capital, LLC,
Real Estate Securities Fund 1983,
MacKenzie Fund III, Mackenzie Fund IV,
MacKenzie Fund VI, MacKenzie Specified
Income Fund, MacKenzie Patterson Special
Fund, Previously Owned Partnerships
Income Fund 2, Previously Owned Mortgage
Partnerships Income Fund 3, L.P. and
Vanderbilt Income and Growth Associates,
L.L.C.
2 Letter dated April 3, 1996 to Mr. Herbert
M. Gelfand, Chairman of the Board of De
Anza Corporation, the Operating General
Partner of De Anza Properties - X, from
Moraga Capital, LLC
3 Letter dated April 10, 1996 to De Anza
Properties - X from Skadden, Arps, Slate,
Meagher & Flom
After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set
forth in this statement is true, complete and correct.
MORAGA CAPITAL, LLC
BY ITS MEMBERS:
JERICHO ASSOCIATES, L.P.
By: /s/ MICHAEL L. ASHNER April 15, 1996
Michael L. Ashner, Date
Its General Partner
MORAGA PARTNERS, INC.
By: /s/ C.E. PATTERSON April 15, 1996
C.E. Patterson, President Date
CAL-KAN, INC.
By: /s/ C.E. PATTERSON April 15, 1996
C.E. Patterson, President Date
LP SECONDARY MARKET FUND, L.P.
By: MacKenzie Patterson, Inc.,
Its General Partner
By: /s/ C.E. PATTERSON April 15, 1996
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 April 15, 1996
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 April 15, 1996
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 April 15, 1996
C.E. Patterson, President Date
CFS SECONDARY MARKET FUND, L.P.
By: /s/ WILLIAM R. COUSINS April 15, 1996
William R. Cousins, Date
Its General Partner
MORAGA FUND 1, L.P.
By: Moraga Partners, Inc.,
Its General Partner
By: /s/ C.E. PATTERSON April 15, 1996
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 April 15, 1996
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 April 15, 1996
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 April 15, 1996
C.E. Patterson, President Date
EXHIBIT INDEX
Exhibit Description Page
1 Letter dated April 3, 1996 to
De Anza Properties -X from
Moraga Capital, LLC, Real
Estate Securities Fund 1983,
MacKenzie Fund III, Mackenzie
Fund IV, MacKenzie Fund VI,
MacKenzie Specified Income
Fund, MacKenzie Patterson
Special Fund, Previously Owned
Partnerships Income Fund 2,
Previously Owned Mortgage
Partnerships Income Fund 3,
L.P. and Vanderbilt Income and
Growth Associates, L.L.C.
2 Letter dated April 3, 1996 to
Mr. Herbert M. Gelfand,
Chairman of the Board of De
Anza Corporation, the
Operating General Partner of
De Anza Properties - X, from
Moraga Capital, LLC
3 Letter dated April 10, 1996 to
De Anza Properties - X from
Skadden, Arps, Slate, Meagher
& Flom
Exhibit 1
April 3, 1996
De Anza Properties - X
c/o De Anza Corporation
Operating General Partner
9171 Wilshire Boulevard, Suite 627
Beverly Hills, California 90210
Re: Meeting of the Limited Partners
of De Anza Properties - X
Ladies and Gentlemen:
All capitalized terms used but not defined
herein shall have the meanings set forth in the Third
Amended and Restated Agreement of Limited Partnership of
De Anza Properties - X, as amended (the "Partnership
Agreement").
As you are aware, Moraga Capital, LLC ("Moraga
Capital") is the beneficial owner of 1,652 Units of De
Anza Properties - X, constituting approximately 7.3% of
the outstanding Interests. In addition, each of the
following entities (together with Moraga Capital, the
"Affiliated Limited Partners") is the beneficial owner of
the number of Units set forth opposite its name,
constituting, in the aggregate, approximately 7.19% of
the outstanding Interests:
Entity Number of Units
Real Estate Securities Fund 1983 10
MacKenzie Fund III 81
MacKenzie Fund V 281
MacKenzie Fund VI 402
MacKenzie Specified Income Fund 279
MacKenzie Patterson Special Fund 270
Previously Owned Partnerships Income Fund 2 231
Previously Owned Mortgage Partnerships Income
Fund 3, L.P. 5
Vanderbilt Income and Growth Associates, L.L.C.5
Pursuant to Section 25.1 of the Partnership Agreement,
the Affiliated Limited Partners hereby request that a
meeting of the Limited Partners (the "Special Meeting")
be called for the following purposes:
1. To consider and vote upon an
amendment to the Partnership
Agreement that would (a) delete
Section 12.3.1 thereof and (b) provide
that (i) any written property
management agreement to be entered
into by the Partnership with respect
to any Property must be the subject of
a competitive bidding process in which
bids are solicited from not less than
three nationally or regionally
recognized apartment property
management firms and (ii) any existing
management agreement with respect to
any Property that was not the subject
of such a competitive bidding process
be terminated as soon as practicable
(but, in any event, no later than 60
days following the adoption of such
amendment by the Limited Partners) and
that the management of such Property
following such termination be
determined as specified in clause (i);
2. To consider and vote upon an
amendment to the Partnership
Agreement that would require that (a)
the Partnership retain a qualified and
experienced firm to provide
administrative services to the
Partnership that are necessary for the
operation of the Partnership and its
Properties, including, without
limitation, bookkeeping, computer
services and transfer services, such
retention to be based upon a
competitive bidding process in which
bids are solicited from not less than
three such firms and (b) any existing
agreement, arrangement or
understanding with respect to the
provision of such services that
constitutes an Interested Partner
Transaction (without giving effect to
the provisos contained in the
definition of "Interested Partner
Transaction") be terminated as soon as
practicable (but, in any event, no
later than 60 days following the
adoption of such amendment by the
Limited Partners) and that such
services thereafter be provided in the
manner specified in clause (a);
3. To consider and vote upon an
amendment to the Partnership Agreement
that would (a) insert the word
"Limited" in two instances: (i) prior
to the word "Partners" in the fifth
line of Section 24.2 and (ii) prior to
the word "Partner" in the penultimate
line of Section 24.2; and
4. To consider and vote upon an
amendment to the Partnership Agreement
that would amend the relevant portions
of Sections 10 and 11 of the
Partnership Agreement such that (i)
each time the percentage of
Distributable Cash or Profits
allocable to the General Partners is
referenced as 23.6816%, such
percentage would be reduced by 5% of
such amount as of the last day of each
month occurring in the period
commencing 90 days following the
adoption of such amendment and
continuing until such time as the sole
remaining Property has been sold and
at least 95% of the proceeds
attributable to such sale have been
distributed to the Partners (any such
reduction, a "Reduction Percentage")
and (ii) each time the percentage of
Distributable Cash or Profits
allocable to the Limited Partners is
referenced as 76.3184%, such
percentage would be increased as of
the last day of each month occurring
in such period by the amount of the
Reduction Percentage applicable to
such month.
Pursuant to Section 25.2 of the Partnership
Agreement, the Affiliated Limited Partners hereby elect
to set the record date for the Special Meeting. Upon
your advising Moraga Capital of the date for the Special
Meeting, the Affiliated Limited Partners will advise you
of such record date. The address of Moraga Capital is:
1640 School Street, Suite 100, Moraga, California
94556.
Pursuant to Section 22.1 of the Partnership
Agreement, the Affiliated Partners hereby request the
opportunity to inspect and copy the books and records of
the Partnership referred to in such Section. A
representative of the Affiliated Partners will notify
you shortly of proposed dates and times for such
inspection.
Very truly yours,
Moraga Capital, LLC
By: /s/ C. E. Patterson
Name: C. E. Patterson
Title: Member
Real Estate Securities Fund 1983
By: /s/ C. E. Patterson
Name: C. E. Patterson
Title: President of GP
MacKenzie Fund III
By: /s/ C. E. Patterson
Name: C. E. Patterson
Title: President of GP
MacKenzie Fund V
By: /s/ C. E. Patterson
Name: C. E. Patterson
Title: President of GP
MacKenzie Fund VI
By: /s/ C. E. Patterson
Name: C. E. Patterson
Title: President of GP
MacKenzie Specified Income Fund
By: /s/ C. E. Patterson
Name: C. E. Patterson
Title: President of GP
MacKenzie Patterson Special Fund
By: /s/ C. E. Patterson
Name: C. E. Patterson
Title: President of GP
Previously Owned Partnerships
Income Fund 2
By: /s/ C. E. Patterson
Name: C. E. Patterson
Title: President of GP
Previously Owned Mortgage
Partnerships Income Fund 3, L.P.
By: /s/ C. E. Patterson
Name: C. E. Patterson
Title: President of GP
Vanderbilt Income and Growth
Associates, L.L.C.
By: /s/ Michael L. Ashner
Name: Michael L. Ashner
Title: Managing Director
Exhibit 2
MORAGA CAPITAL LLC
1640 School Street, Suite 100
Moraga, California 94556
April 3, 1996
Mr. Herbert M. Gelfand
Chairman of the Board
De Anza Corporation
Operating General Partner
De Anza Properties - X
9171 Wilshire Boulevard, Suite 627
Beverly Hills, California 90210
Re: De Anza Properties - X
Dear Mr. Gelfand:
Enclosed is a letter from the undersigned and
certain other limited partners of De Anza Properties - X
requesting a meeting of the limited partners of De Anza
Properties - X. The reasons for calling the meeting,
which are spelled out more fully in the enclosed letter,
relate to:
* entering into a new management contract
for the Woodbridge Meadows Apartments with
a nationally or regionally recognized,
experienced and qualified apartment
property management firm following a
competitive bidding process;
* entering into an arrangement with a real
estate syndication firm to provide
administrative services to the partnership
that are necessary for the operation of
the partnership and its properties;
* amending Section 24.2 of the partnership
agreement to require that the consent of
a limited partner to be adversely affected
is required in the case of an amendment to
alter the interest of a limited partner in
profits or losses or in distributable cash
or sale or refinancing proceeds; and
* amending the allocation of profits and
distributable cash as between the general
partners and the limited partners such
that the interest of the general partners,
which is currently 23.6816%, would be
reduced by 5% of such amount as of the
last day of each month occurring in the
period commencing 90 days after the
adoption of such amendment and continuing
until such time as the partnership's sole
remaining property has been sold and at
least 95% of the proceeds attributable to
such sale have been distributed to the
partners, and the interest of the limited
partners would be increased as of the last
day of each month occurring in such period
by the amount of each such reduction.
The first two proposed amendments referenced
above relate to improving the economics of De Anza
Properties - X for the benefit of all the partners of De
Anza Properties - X. The Affiliated Partners (as such
term is defined in the enclosed letter) believe that the
terms of the property management and administrative
arrangements that are currently in place at De Anza
Properties - X can be replaced with comparable services
provided by unaffiliated third parties at significant
cost savings. In particular, we believe that various
property management firms would be willing to assume the
management of the Woodbridge Meadows Apartments for a fee
equal to 4% of the aggregate gross receipts from the
operation of the property without the need for any
additional reimbursable cost or expense. Further, we
believe that the administration of De Anza Properties - X
by the Operating General Partner is an uneconomical
endeavor, and that significant economies of scale could
be recognized if administrative services were provided by
a third party that provides similar services to other
limited partnerships. We estimate that the cost savings
that could be realized from these two areas would allow
the dividend rate for the partnership to be increased
from the current rate of 6% to approximately 10%.
As to the latter two proposed amendments, the
Affiliated Partners believe that the allocation of
distributable cash and profits to the general partners is
too high, as any future growth in value
disproportionately benefits the general partners. We
also believe that Woodbridge Meadows Apartments, the sole
remaining real property owned by the partnership, should
be sold in an expeditious manner. Further, we believe
that the proposed reduction is an equitable one since it
would not take effect until three months following its
adoption and would then be implemented in steps on a
monthly basis, creating an incentive for the general
partners to arrange for the sale of the Woodbridge
Meadows property and to distribute the proceeds therefrom
in an expeditious manner.
Representatives of the Affiliated Partners
would be happy to meet with you to discuss the proposed
amendments after you have had an opportunity to review
the enclosed letter. You may contact the undersigned by
telephone at (516) 822-0022, or, if you prefer, your
counsel may contact James E. Lyons of Skadden, Arps,
Slate, Meagher & Flom, counsel to the undersigned.
Very truly yours,
Moraga Capital, LLC
By: /s/ Michael L. Ashner
Name: Michael L. Ashner
Title: Member
Exhibit 3
April 10, 1996
De Anza Properties - X
c/o De Anza Corporation
Operating General Partner
9171 Wilshire Boulevard, Suite 627
Beverly Hills, California 90210
Attention: Wendy Glenn
Re: Withdrawal of Request for Special Meeting
of the Limited Partners of De Anza Properties - X
Ladies and Gentlemen:
I am writing on behalf of our client, Moraga
Capital, LLC ("Moraga Capital"). All capitalized terms
used but not defined herein shall have the meanings set
forth in the Request Letter (as defined below).
By letter dated April 3, 1996 to De Anza
Properties - X (the "Request Letter"), Moraga Capital and
the other Affiliated Limited Partners requested that a
Special Meeting of the Limited Partners of De Anza
Properties - X be called for the purposes set forth in
the Request Letter. Moraga Capital and the other
Affiliated Limited Partners have authorized us to hereby
withdraw the Request Letter, without prejudice to
reinstating the Request Letter in the future.
The Affiliated Limited Partners understand
that, if they should determine to request the
reinstatement of the Request Letter, you will provide the
notice to the partners of De Anza Properties - X
contemplated by the third sentence of Section 25.1 of the
Partnership Agreement within five business days' of such
a request (notwithstanding the requirement of such
Section 25.1 that such notice be provided within 10 days
of receipt of a written request).
Please acknowledge your agreement with the
foregoing by signing in the space indicated below and
returning a copy of this letter to the undersigned.
Very truly yours,
/s/ James E. Lyons
James E. Lyons
Accepted and agreed as of
the date first above written
De Anza Properties - X
By:__________________________
Name:
Title:
cc: Moraga Capital, LLC
