SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
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)
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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. 2 to the Bidders' Schedule 14D-1 hereby amends the Bidders'
Schedule 13D with respect to the subject securities.
<PAGE>
This Amendment No. 2 to Schedule 14D-1 amends the Schedule 14D-1 filed
February 7, 1997 (the "Schedule") by MacKenzie Fund 10, L.P., MP Value Fund 4,
L. P., Pat Patterson Western Securities, Inc. Profit Sharing Plan, Cal Kan, Inc.
and Accelerated High Yield Institutional Investors, L.P. (together the
"Purchasers"), 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. 2 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 March 15, 1997. The Offer resulted in the tender by
Unitholders and acceptance for payment by the Purchasers of a total of 245
Units. The Purchasers, together with affiliates of certain of the Purchasers,
are now the beneficial owners of a total of 4,804 Units or approximately 21.1%
of the outstanding Units. The final purchase price paid by the Purchasers was in
the amount of $366.75 per Unit (the stated price of $375 per Unit reduced, as
provided in the Offer, by the $8.25 per Unit distribution declared by the
Partnership as of March 15, 1997 and retained by all selling Unitholders).
dax-3/14d1.2
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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: April 2, 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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