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REC'D S.E.C. UNITED STATES
JUL 11 1996 SECURITIES AND EXCHANGE COMMISSION
FEE 024 WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___________ )*
MISSION WEST PROPERTIES
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
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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 2, 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 following box [_].
Check the following box if a fee is being paid with the statement [X]. (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 6 pages
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CUSIP NO. 60520010 SCHEDULE 13D
- -----------------------
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael E. Tennenbaum
SS No. 252 50 6178
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5
[_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
87,900
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
87,900
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11
87,900
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.4%
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TYPE OF REPORTING PERSON*
14
IN
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Page 2 of 6 pages
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CUSIP NO. 60520010 SCHEDULE 13D
- -----------------------
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tennenbaum & Co., LLC
95 4587347
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5
[_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF 87,900
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 87,900
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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11
87,900
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.4%
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TYPE OF REPORTING PERSON*
14
CO
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Page 2 of 6 pages
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ITEM 1. SECURITY AND ISSUER
-------------------
Common Stock of Mission West Properties (the "Company"), 6815 Flanders
Drive, Suite 250, San Diego, California 92121-3914.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
Tennenbaum & Co., LLC is a limited liability company organized under
the laws of Delaware, whose address is 1999 Avenue of the Stars, Los
Angeles, CA 90067. The principal business of Tennenbaum & Co., LLC
consists of asset management and monitoring services. Its managing
member is Michael E. Tennenbaum, who has the same address. Mr.
Tennenbaum's principal occupation is as managing member of Tennenbaum
& Co., LLC.
During the past 5 years, neither Tennenbaum & Co., LLC nor Mr.
Tennenbaum have been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors), nor has either been a
party to any civil proceeding which resulted in a judgment, degree or
final order enjoining either of them from future violations of, or
prohibiting or mandating activities on the part of either subject to,
Federal or State securities laws or finding any violation by either of
them with respect to such laws.
Mr. Tennenbaum is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
-------------------------------------------------
Funds to purchase the securities which are the subject of this
statement, aggregating $604,593, were provided from Mr. Tennenbaum's
personal funds and from working capital of Tennenbaum & Co., LLC.
77,400 of such shares were acquired by Mr. Tennenbaum in his personal
account and then transferred, as a contribution to capital, to
Tennenbaum & Co., LLC on July 3, 1996.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
The reporting persons acquired the securities described herein as an
investment. They intend to monitor and evaluate the investment on a
continuing basis; and based upon their evaluation from time to time,
they may acquire additional shares, dispose of all or a portion of the
shares beneficially owned by them, submit one or more proposals for
the consideration of management of the Company, and/or communicate
with other shareholders of the Company.
Page 3 of 6 pages
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In May 1996, Mr. Tennenbaum orally expressed to a representative of Triton Group
Ltd. his interest in exploring, on a mutually agreed basis, a transaction in
which he might acquire control of Triton, and indirectly the Company. Triton's
representative did not pursue this inquiry; and there have been no further
discussions between them.
On July 1, 1996, the Company announced an agreement for the sale of
substantially all of its assets to DMB/SVP California Investments, LLC. Based
upon the information presently available to them, the reporting persons believe
that the interests of the Company's stockholders may be better served by
continuing to hold its properties. The reporting persons are seeking additional
information concerning the proposed transaction and its effect upon the
interests of stockholders, and have not at this time reached a conclusion as to
their position on the matter.
Except as set forth above, the reporting persons have no plans or proposals
which relate or would result in:
(a) The acquisition by any person of additional securities of
the issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the issuer
or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
issuer or of any of its subsidiaries;
(d) Any change in the present board of directors or
management of the issuer, including any plans or proposals
to change the number or term of directors or to fill any
existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the issuer;
(f) Any other material change in the issuer's business or
corporate structure, including but not limited to, if the
issuer is a registered closed-end investment company, any
plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be
delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
Page 4 of 6 pages
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(i) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)
(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
The shares identified pursuant to Item 1 constitute approximately 6.4%
of the outstanding common stock of the Company, based upon the
Company's most recent available filing with the Securities and
Exchange Commission. Tennenbaum & Co., LLC has the sole power of
voting and disposition with respect to such shares. By reason of his
position as managing member of Tennenbaum & Co., LLC, Michael E.
Tennenbaum may be deemed to share such powers of voting and
disposition.
Set forth on Exhibit A, attached hereto, is information concerning all
transactions in the Company's common stock by Mr. Tennenbaum or
Tennenbaum & Co., LLC that were effected within 60 days prior to the
date of this statement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER
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None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
Exhibit A - Transactions in Common Stock of the Company.
SIGNATURE
After reasonable 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.
/s/ Michael E. Tennenbaum
---------------------------------------
Michael E. Tennenbaum, individually and as
Managing Member of Tennenbaum & Co., LLC
Page 5 of 6 pages
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EXHIBIT A
Transactions by Michael E. Tennenbaum
<TABLE>
<CAPTION>
DATE AMOUNT PRICE COST
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<S> <C> <C> <C>
May 06, 1996 5,000 6-1/4 $ 31,550.00
May 07, 1996 1,000 6-1/8 6,185.00
May 08, 1996 1,000 6 6,060.00
1,000 6 6,060.00
May 10, 1996 500 6-l/8 3,092.50
May 20, 1996 1,500 6-1/4 9,465.00
May 21, 1996 1,500 6-l/4 9,465.00
May 22, 1996 2,800 6-l/4 17,668.00
May 23, 1996 800 6-1/4 5,048.00
May 24, 1996 4,900 6-l/4 30,919.00
8,000 6-l/4 50,480.00
June 05, 1996 1,000 6-3/8 6,435.00
2,000 6-3/8 12,870.00
June 10, 1996 500 6-1/2 3,280.00
June 13, 1996 2,000 6-3/8 12,870.00
June 14, 1996 1,000 6-3/8 6,435.00
1,000 6-3/8 6,435.00
June 20, 1996 25,000 6-7/8 173,125.00
July 02, 1996 4,000 7 28,240.00
10,000 7-1/2 75,600.00
July 03, 1996 400 7-3/8 2,974.00
2,500 7-3/8 18,587.50
Total 77,400 $522,844.00
Transactions by Tennenbaum & Co., LLC
July 10, 1996 1,000 7-5/8 7,675.00
3,000 7-1/2 22,652.50
July 11, 1996 500 7-11/16 3,868.75
6,000 7-7/8 47,552.50
Total 10,500 $ 81,748.75
Transactions by Michael E. Tennenbaum and Tennenbaum & Co., LLC
Total 87,900 $604,592.75
</TABLE>
The 77,400 shares purchased through July 3, 1996 were transferred to
Tennenbaum & Co., LLC.
Page 6 of 6 pages
