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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. 4)*
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)
February 26, 1997
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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).
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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
###-##-####
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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
5 ITEMS 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES
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SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
91,900 shares
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
91,900 shares
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
91,900 shares
- ------------------------------------------------------------------------------
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
6.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
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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
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
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SOLE VOTING POWER
7
NUMBER OF 91,900 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 91,900 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
91,900 shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
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PRELIMINARY NOTE
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The persons filing this Amendment No. 4 are (i) Michael E. Tennenbaum
and (ii) Tennenbaum & Co., LLC, a Delaware limited liability company.
This Amendment No. 4 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. 4 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. 4 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. 4, 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. 4.
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 $41,620, 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
("DMB/SVP"). Tennenbaum & Co., LLC had taken a position opposed to the
sale of the Company's assets to DMB/SVP and had communicated such
opposition to the Company and to Triton Group Ltd. ("Triton"). At such
time, Tennenbaum & Co., LLC made a conditional proposal to purchase
Triton's shares of Common Stock of the Company at a price of $8 per
share.
By letter dated August 9, 1996, Tennenbaum & Co., LLC demanded that the
Company exercise its rights pursuant to the agreement with DMB/SVP not
to proceed with the proposed sale of the Company's assets to DMB/SVP.
Subsequently, Tennenbaum & Co., LLC made a conditional proposal to
purchase Triton's shares of Common Stock of the Company at a price of
$7 per share.
As indicated in documents filed with the Commission by the Company, the
Company subsequently exercised its rights not to proceed with the sale
of its assets to DMB/SVP, and thereafter the Company sold most of its
real estate assets to Spieker Properties, L.P.
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 91,900 shares of Common
Stock of the Company, which constitutes approximately 6.7% 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.
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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 91,900 shares of Common
Stock of the Company, which constitutes approximately 6.7% 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.
(b) Tennenbaum & Co., LLC has the sole power of voting and disposition
with respect to 91,900 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 91,900 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.
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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.
February 28, 1997
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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
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EXHIBIT A
Transactions by Tennenbaum & Co., LLC in Common Stock of Mission West Properties
since August 9, 1996:
<TABLE>
<CAPTION>
NUMBER OF
SHARES
DATE PURCHASED PRICE PER SHARE COST
---- --------- --------------- ----
<S> <C> <C> <C>
August 23, 1996 2,400 $7-3/4 $18,720.00
1,000 7-3/8 7,425.00
1,000 7-5/8 7,675.00
August 27, 1996 1,000 7-3/4 7,800.00
TOTAL 5,400 $41,620.00
<CAPTION>
PROCEEDS (NET
NUMBER OF OF BROKERAGE
DATE SHARES SOLD PRICE PER SHARE COMMISSIONS)
---- ----------- --------------- -------------
February 26, 1997 2,500 $11-3/4 $ 29,225.00
23,700 11-5/8 274,090.50
8,500 11-1/2 97,240.00
February 27, 1997 36,100 11-1/2 412,984.00
TOTAL 70,800 $813,539.50
</TABLE>
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