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 - XII, LTD.
(Name of Subject Company)
MacKENZIE FUND 10, L.P.
MP VALUE FUND 4, L.P.
PAT PATTERSON WESTERN SECURITIES, INC. PROFIT SHARING PLAN
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.
CAL KAN, INC.
(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)
<PAGE>
CUSIP NO. None 14D-1 Page of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MACKENZIE FUND 10, L.P.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
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 4,559
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 20.1%
10. Type of Reporting Person (See Instructions)
PN
dax-3/14d1.2
2
<PAGE>
CUSIP NO. None 14D-1 Page of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
MP VALUE FUND 4, L.P.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
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 4,559
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 20.1%
10.Type of Reporting Person (See Instructions)
PN
dax-3/14d1.2
3
<PAGE>
CUSIP NO. None 14D-1 Page of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
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 4,559
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 20.1%
10. Type of Reporting Person (See Instructions)
PN
dax-3/14d1.2
4
<PAGE>
CUSIP NO. None 14D-1 Page of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
CAL KAN, INC.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
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 4,559
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 20.1%
10. Type of Reporting Person (See Instructions)
PN
dax-3/14d1.2
5
<PAGE>
CUSIP NO. None 14D-1 Page of ___ Pages
--------
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
PAT PATTERSON WESTERN SECURITIES, INC. PROFIT SHARING PLAN
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
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 4,559
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 20.1%
10. Type of Reporting Person (See Instructions)
PN
dax-3/14d1.2
6
<PAGE>
This Amendment No. 1 to Schedule 14D-1 is filed in order to reflect an
amendment to the Offer to Purchase dated February 7, 1997 and filed as Exhibit
(a)(1) to the original Schedule 14D-1. The second paragraph of Section 13 of the
Offer to Purchase is amended to read, in part, as set forth below, with the
deleted language in brackets and the conditions of the Offer as so revised shall
be effective for the Offer described therein. The Purchasers will not be
entitled to assert any of the listed conditions occuring after the Expiration
Date.
The second paragraph of Section 13 in the Offer to Purchase is hereby
amended to read as follows:
"The Purchasers shall not be required to accept for payment or pay for any
Units not theretofore accepted for payment or paid for and may terminate or
amend the Offer as to such Units if, at any time on or after the date of the
Offer and before the Expiration Date [acceptance of such Units for payment or
the payment therefore], any of the following conditions exists: ..."
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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: February 28, 1997
MacKENZIE FUND 10, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/Victoriaan Tacheira
Victoriaan Tacheira, Senior Vice President
MP VALUE FUND 4, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/Victoriaan Tacheira
Victoriaan Tacheira, Senior Vice President
PAT PATTERSON WESTERN SECURITIES, INC. PROFIT SHARING PLAN
By: /s/C. E. Patterson
C. E. Patterson, Trustee
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.
By MacKenzie Patterson, Inc., General Partner
By: /s/Victoriaan Tacheira
Victoriaan Tacheira, Senior Vice President
CAL KAN, INC.
By: /s/C. E. Patterson
C. E. Patterson, President
dax-3/14d1.2
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