SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
AMENDMENT NO. 1
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
_______________________
DE ANZA PROPERTIES - XII, LTD.
(Name of Subject Company)
MORAGA GOLD, LLC
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
_______________________
Copy to:
C.E. Patterson Paul J. Derenthal, Esq.
Moraga Partners, 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)
This Amendment No. 1 to the Bidders' Schedule 14D-1 hereby amends the
Bidders' Schedule 13D with respect to the subject securities.
<PAGE>
CUSIP NO. None 14D-1Page of ___ Pages
1.Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MORAGA GOLD, 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
California
7.Aggregate Amount Beneficially Owned by Each Reporting Person 3,743
8.Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)
__
9.Percent of Class Represented by Amount in Row (7) 16.475%
10.Type of Reporting Person (See Instructions)
OO
dax-3/14d1.2
<PAGE>
This Amendment No. 1 to Schedule 14D-1 amends the Schedule 14D-1 filed
April 18, 1996 (the "Schedule") by Moraga Gold, LLC (the "Purchaser"), as set
forth below. Terms not otherwise defined herein shall have the meanings ascribed
to them in the Schedule and exhibits thereto.
This Amendment No. 1 is the final amendment to the Schedule and is filed to
report the termination and results of the Offer described in the Schedule. The
Offer terminated as of May 18, 1996. The Offer resulted in the tender by
Unitholders and acceptance for payment by the Purchaser of a total of 2,154
Units. The Purchaser therefore now holds Units equal to approximately 9.48% of
the outstanding Units, and, together with its members, may now be deemed the
beneficial owner of an aggregate of 3,743 Units or approximately 16.475% of the
outstanding Units. However, based on the pro rata pecuniary interest of each of
the members of the Purchaser and their affiliates in such Units, no person is
the direct or indirect beneficial owner of a pecuniary interest in 10% or more
of the outstanding Units for purposes of Section 16(a) of the Securities
Exchange Act of 1934. The final purchase price paid by the Purchaser was in the
amount of $305 per Unit.
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<PAGE>
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: May 24, 1996
MORAGA GOLD, LLC
BY ITS MEMBERS:
MORAGA PARTNERS, INC.
By: s/ C.E. PATTERSON May 24, 1996
C.E. Patterson, President Date
DAVID B. GOLD TRUST
By: s/ STEVEN GOLD May 24, 1996
Steven Gold, Adviser Date
to the David B. Gold Trust
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<PAGE>
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: May 24, 1996
MORAGA GOLD, LLC
BY ITS MEMBERS:
MORAGA PARTNERS, INC.
By: May 24, 1996
C.E. Patterson, President Date
DAVID B. GOLD TRUST
By: May 24, 1996
Steven Gold, Adviser Date
to the David B. Gold Trust
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