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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
MISSION WEST PROPERTIES
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
60520010
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(CUSIP Number)
Michael E. Tennenbaum
1999 Avenue of the Stars
32nd Floor
Los Angeles, CA 90067
(310) 201-7882
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 24, 1996
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(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 box [_].
Check the following box if a fee is being paid with the statement [_].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 1 of 7 pages
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SCHEDULE 13D
- ----------------------
CUSIP No. 60520010
- ----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Michael E. Tennenbaum
SS No. ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 152,300 shares
EACH
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
152,300 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
152,300 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
11.1%
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14 TYPE OF REPORTING PERSON*
IN
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Page 2 of 7 pages
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SCHEDULE 13D
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CUSIP No. 60520010
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Tennenbaum & Co., LLC
95-4587347
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 152,300 shares
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 152,300 shares
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
152,300 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
11.1%
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14 TYPE OF REPORTING PERSON*
CO
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Page 3 of 7 pages
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PRELIMINARY NOTE
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The persons filing this Amendment No. 2 are (i) Michael E. Tennenbaum
and (ii) Tennenbaum & Co., LLC, a Delaware limited liability company.
This Amendment No. 2 amends a Statement on Schedule 13D filed by Mr.
Tennenbaum and Tennenbaum & Co., LLC on July 11, 1996 (the "Original
Statement"). The filing of this Amendment No. 2 should not be deemed
an admission that Mr. Tennenbaum and Tennenbaum & Co., LLC comprise a
group within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended.
This Amendment No. 2 relates to the common stock, no par value (the
"Common Stock"), of Mission West Properties (the "Company"), which, to
the best knowledge of the persons filing this Amendment No. 2, is a
company organized under the laws of the State of California, with its
principal executive offices located at 6815 Flanders Drive, Suite 250,
San Diego, California 92121-3914.
Other than as set forth below, to the best knowledge of Mr. Tennenbaum
and Tennenbaum & Co., LLC, there has been no material change in the
information set forth in response to Items 1, 2 and 6 of the Original
Statement, as amended. Accordingly, those Items are omitted from this
Amendment No. 2.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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The shares of Common Stock of the Company purchased by Tennenbaum &
Co., LLC since the date of the reporting persons' most recent filing
on Schedule 13D were purchased with funds, aggregating $63,277.50,
which were provided from working capital of Tennenbaum & Co., LLC.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
On July 1, 1996, the Company announced an agreement for the sale of
substantially all of its assets to DMB/SVP California Investments,
LLC. Tennenbaum & Co., LLC has taken a position opposed to the sale
of the Company's assets to DMB/SVP California Investments, LLC and has
communicated such opposition to the Company and to Triton Group Ltd.
("Triton"). The reporting persons believe, based on the Company's
most recent available filing with the Securities and Exchange
Commission, that Triton holds 49.3% of the outstanding shares of
Common Stock of the Company. Tennenbaum & Co., LLC has communicated
and may in the future communicate with the Company and Triton in an
effort to resolve the differences between them and has made a
conditional proposal to purchase Triton's shares of Common Stock of
the Company at a price of $8 per share. In furtherance of the
foregoing, Tennenbaum & Co., LLC has executed a confidentiality
agreement to permit Tennenbaum & Co., LLC access to nonpublic
information of the Company. If the Company executes that agreement,
Tennenbaum & Co., LLC would refrain from further open market purchases
of the Company's Common Stock while in possession of such information.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
(a) As of the date hereof, Tennenbaum & Co., LLC may be deemed to be
the beneficial owner of an aggregate of 152,300 shares of Common
Stock of the Company, which constitutes approximately 11.1% of
the outstanding shares of Common Stock of the Company, based upon
the Company's most recent available filing with the Securities
and Exchange Commission.
By reason of his position as managing member of Tennenbaum & Co.,
LLC, Mr. Tennenbaum, as of the date hereof, may be deemed to be
the beneficial owner of an aggregate of 152,300 shares of Common
Stock of the Company, which constitutes approximately 11.1% of
the outstanding shares of Common Stock of the Company, based upon
the Company's most recent available filing with the Securities
and Exchange Commission.
Page 4 of 7 pages
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(b) Tennenbaum & Co., LLC has the sole power of voting and
disposition with respect to 152,300 shares of Common Stock of the
Company.
By reason of his position as managing member of Tennenbaum & Co.,
LLC, Mr. Tennenbaum may be deemed to share powers of voting and
disposition with respect to 152,300 shares of Common Stock of the
Company.
(c) Set forth on Exhibit A, attached hereto, is information
concerning all transactions in the Company's Common Stock by
Tennenbaum & Co., LLC that were effected since the filing
persons' most recent filing on Schedule 13D and ended on the date
hereof. No transactions in the Company's Common Stock were
effected by Mr. Tennenbaum individually since the filing persons'
most recent filing on Schedule 13D.
(d) Not applicable.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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Exhibit A - Transactions in Common Stock of the Company.
Page 5 of 7 pages
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SIGNATURE
Each of Michael E. Tennenbaum and Tennenbaum & Co., LLC, after reasonable
inquiry and to the best of each's knowledge and belief, hereby certifies that
the information set forth in this statement is true, complete and correct.
July 26, 1996
- ----------------------------
Date
/s/ Michael E. Tennenbaum
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Michael E. Tennenbaum
TENNENBAUM & CO., LLC
By: /s/ Michael E. Tennenbaum
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Michael E. Tennenbaum
Managing Member
Page 6 of 7 pages
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EXHIBIT A
Transactions by Tennenbaum & Co., LLC in Common Stock of Mission West Properties
since July 17, 1996
<TABLE>
<CAPTION>
NUMBER OF
SHARES
DATE PURCHASED PRICE PER SHARE COST
---- --------- --------------- ----
<S> <C> <C> <C>
July 19, 1996 2,000 $7-7/8 $15,852.50
2,000 7-7/8 15,850.00
July 24, 1996 1,000 7-7/8 7,925.00
1,000 7-3/4 7,800.00
2,000 7-7/8 15,850.00
TOTAL 8,000 $63,277.50
</TABLE>
Page 7 of 7 pages