-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VP5aVuGbbRbWXBTC/NwZLSYGvLBEl/cOBz5k6a1vkyaIqGQYkdOpAlwuCMNC8q1R jAf170LjAlvCxBwu7P+GdQ== 0000950149-95-000882.txt : 19951214 0000950149-95-000882.hdr.sgml : 19951214 ACCESSION NUMBER: 0000950149-95-000882 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951213 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DE ANZA PROPERTIES X CENTRAL INDEX KEY: 0000215628 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 953005938 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38912 FILM NUMBER: 95601357 BUSINESS ADDRESS: STREET 1: 9171 WILSHIRE BLVD STE 627 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3105501111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORAGA CAPITAL LLC CENTRAL INDEX KEY: 0001004152 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1640 SCHOOL STREET STREET 2: SUITE 214 CITY: MORAGA STATE: CA ZIP: 94556 BUSINESS PHONE: 5106319100 MAIL ADDRESS: STREET 1: 1640 SCHOOL STREET STREET 2: SUITE 214 CITY: MORAGA STATE: CA ZIP: 94556 SC 14D1/A 1 AMEND. 1 TO SCHEDULE 14D-1. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ Amendment No. 1 to SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 ------------------------ DE ANZA PROPERTIES - X (Name of Subject Company) MORAGA CAPITAL, LLC (Bidder) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) NONE (CUSIP Number of Class of Securities) ------------------------ Michael L. Ashner Copy to: Jericho Associates, L.P. Mark I. Fisher, Esq. 100 Jericho Quandrangle, Ste. 214 Rosenman & Colin Jericho, New York 11753 575 Madison Avenue New York, New York 10022 Copy to: C.E. Patterson Paul J. Derenthal, Esq. MacKenzie Patterson 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) 2 This Amendment No. 1 to Schedule 14D-1 amends the Schedule 14D-1 filed November 29, 1995 (the "Schedule") by Moraga Capital, LLC (the "Purchaser"), as set forth below. Item 11. Material to be Filed as Exhibits. The response set forth in Item 11 of the Schedule is amended by adding the following exhibit: (a)(4) Form of Letter to Unitholders dated December 12, 1995 3 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: December 13, 1995 MORAGA CAPITAL, LLC BY ITS MEMBERS: JERICHO ASSOCIATES, L.P. By: /s/ MICHAEL L. ASHNER December 13, 1995 --------------------- ----------------- Michael L. Ashner, Date Its General Partner MORAGA PARTNERS, INC. By: /s/ C.E. PATTERSON December 13, 1995 ----------------------- ----------------- C.E. Patterson, President Date CAL-KAN, INC. By: /s/ C.E. PATTERSON December 13, 1995 ----------------------- ----------------- C.E. Patterson, President Date LP SECONDARY MARKET FUND, L.P. By: MacKenzie Patterson, Inc., Its General Partner By: /s/ C.E. PATTERSON December 13, 1995 ----------------------- ----------------- C.E. Patterson, President Date MACKENZIE SPECIFIED INCOME FUND, A CALIFORNIA LIMITED PARTNERSHIP By: MacKenzie Patterson, Inc., Its General Partner By: /s/ C.E. PATTERSON December 13, 1995 ----------------------- ----------------- C.E. Patterson, President Date MACKENZIE PATTERSON SPECIAL FUND, A CALIFORNIA LIMITED PARTNERSHIP By: MacKenzie Patterson, Inc., Its General Partner By: /s/ C.E. PATTERSON December 13, 1995 ----------------------- ----------------- C.E. Patterson, President Date 4 PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME FUND 3, L.P. By: MacKenzie Patterson, Inc., Its General Partner By: /s/ C.E. PATTERSON December 13, 1995 ----------------------- ----------------- C.E. Patterson, President Date CFS SECONDARY MARKET FUND, L.P. By: /s/ WILLIAM R. COUSINS December 13, 1995 ---------------------- ----------------- William R. Cousins, Date Its General Partner MORAGA FUND 1, L.P. By: Moraga Partners, Inc., Its General Partner By: /s/ C.E. PATTERSON December 13, 1995 ----------------------- ----------------- C.E. Patterson, President Date ACCELERATED HIGH YIELD INCOME FUND I, L.P. By: MacKenzie Patterson, Inc., Its General Partner By: /s/ C.E. PATTERSON December 13, 1995 ----------------------- ----------------- C.E. Patterson, President Date ACCELERATED HIGH YIELD INCOME FUND II, L.P. By: MacKenzie Patterson, Inc., Its General Partner By: /s/ C.E. PATTERSON December 13, 1995 ----------------------- ----------------- C.E. Patterson, President Date ACCELERATED HIGH YIELD GROWTH FUND I, L.P. By: MacKenzie Patterson, Inc., Its General Partner By: /s/ C.E. PATTERSON December 13, 1995 ----------------------- ----------------- C.E. Patterson, President Date 5 EXHIBIT INDEX
Exhibit Description Page - ------- ----------- ---- (a)(4) Form of Letter to Unitholders dated December 12, 1995
EX-99.4 2 FORM OF LETTER TO UNITHOLDERS DATED 12/12/95 1 EXHIBIT (a)(4) 2 MORAGA CAPITAL, LLC 1640 School Street, Suite 100 Moraga, California 94556 December 12, 1995 Dear DeAnza Properties - X Investor: You may shortly receive a disparaging letter from the General Partner in which it advises you to reject the recent offer made by Moraga Capital LLC ("MCL") to purchase your units. In so doing, its cover letter neglects to inform you of the following: 1) That, according to the General Partner, future distributions will be reduced to less than $40 per unit a year until a sale or refinancing of the Partnership's sole remaining property (the "Property") occurs; 2) That the General Partner indicated to MCL it favors a three to five year additional holding period for the Property of which the General Partner would receive 25% of the increase in value for free; 3) That another reason for the General Partner's desire for an extended holding period probably relates to the recent appointment of a management company owned by the son of the principal shareholder of the General Partner, as exclusive managing agent for the Property (as well as for another property owned by an affiliated partnership). For the 13 month period of August 18, 1994 through September 30, 1995, the Partnership paid his son's management company approximately $410,000 for managing its sole Property. To our knowledge, this contract was awarded without the benefit of any competitive review or bidding process by the General Partner; 4) That a third reason for the extended holding period might be the "reimbursements" of approximately $350,000 paid by the Partnership to the General Partner and its affiliates for the 18 month period commencing January 1, 1994 and ending June 30, 1995; 5) That the General Partner's estimate of unit value is based on an unrealistic and self-serving capitalization rate for the Partnership's sole remaining Property. If it had adopted the more industry-acknowledged 9% capitalization rate as recommended by the General Partner's own appraiser, its valuation would have been similar to that given by MCL. Fairness dictates that a balanced presentation of the facts be presented to you for your consideration in determining whether to hold on to your 17-year-old investment for an additional three years. In so doing, we thought you should consider some issues that the General Partner avoided mentioning in its cover letter but which undoubtedly affect the General Partner's "investment objectives" and which may have formed the basis of its recommendation. In this regard, perhaps the receipt of over $760,000 in fees and reimbursements during an 18-month period, the prospect of continued future exorbitant fees and reimbursements for overseeing one Property, and the windfall of 25% of the Partnership's future appreciation may have colored its judgment. Our offer provides you with $450 per unit today, rather than an indeterminate amount after an indefinite period in the future. Very truly yours, Moraga Capital, LLC By: /s/ MICHAEL L. ASHNER --------------------------- Michael L. Ashner, Member -----END PRIVACY-ENHANCED MESSAGE-----