-----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, SLBVvNT2LJ1pFzv6Ss6XSA6qf7UMZHSJD2a0mMF5RTvKRun/6L9qaYqzlWSDtf8O fEQZ5g90HBmYvK2cOxhj2A== 0000950149-95-000936.txt : 19960102 0000950149-95-000936.hdr.sgml : 19960102 ACCESSION NUMBER: 0000950149-95-000936 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951229 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: 95605588 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 AMENDMENT NO. 2 TO SCHEDULE 14D-1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- AMENDMENT NO. 2 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 MICHAEL L. ASHNER C.E. PATTERSON (Bidders) 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 CUSIP NO. None 14D-1Page 2 of ___ Pages 1.Name of Reporting Person S.S. or I.R.S. Identification Nos. of Above Person MORAGA CAPITAL, LLC 2.Check the Appropriate Box if a Member of a Group (See Instructions) (a)__ (b)__ 3.SEC Use Only 4.Sources of Funds (See Instructions) WC, AF 5.Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) __ 6.Citizenship or Place of Organization Delaware 7.Aggregate Amount Beneficially Owned by Each Reporting Person 1,639 8.Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions) - -- 9.Percent of Class Represented by Amount in Row (7) 7.2% 10.Type of Reporting Person (See Instructions) OO 3 CUSIP NO. None 14D-1Page 3 of ___ Pages 1.Name of Reporting Person S.S. or I.R.S. Identification Nos. of Above Person Michael L. Ashner 2.Check the Appropriate Box if a Member of a Group (See Instructions) (a)__ (b)__ 3.SEC Use Only 4.Sources of Funds (See Instructions) AF 5.Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) __ 6.Citizenship or Place of Organization United States 7.Aggregate Amount Beneficially Owned by Each Reporting Person 20 8.Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions) - -- 9.Percent of Class Represented by Amount in Row (7) 0.09% 10.Type of Reporting Person (See Instructions) IN 4 CUSIP NO. None 14D-1Page 4 of ___ Pages 1.Name of Reporting Person S.S. or I.R.S. Identification Nos. of Above Person Charles Evans Patterson 2.Check the Appropriate Box if a Member of a Group (See Instructions) (a)__ (b)__ 3.SEC Use Only 4.Sources of Funds (See Instructions) AF 5.Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) __ 6.Citizenship or Place of Organization United States 7.Aggregate Amount Beneficially Owned by Each Reporting Person 1,629 8.Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions) - -- 9.Percent of Class Represented by Amount in Row (7) 7.2% 10.Type of Reporting Person (See Instructions) IN 5 This Amendment No. 2 to Schedule 14D-1 amends the Schedule 14D-1 filed November 29, 1995 and amended by Amendment No. 1 dated December 13, 1995 (together the "Schedule") by Moraga Capital, LLC (the "Purchaser"), as set forth below. Item 1. Security and Subject Company. Item 1(b) is amended to read in its entirety as follows: (b) This Schedule relates to the offer by Moraga Capital, LLC, a Delaware limited liability company (the "Purchaser"), to purchase up to 5,665 Units for cash at a price equal to $450 per Unit less the amount of any distributions made or declared with respect to the Units between November 29, 1995 and January 31, 1996, or such later date to which the Purchaser may extend the offer. By means of the press release dated December 29, 1995, a copy of which is included as Exhibit (a)(6) hereto (the "Press Release"), the Expiration Date of the offer is hereby extended to January 31, 1996, and is otherwise subject to the terms and conditions set forth in the Offer to Purchase dated November 29, 1995 and the related Letter of Transmittal, and the Letter to Unitholders dated December 29, 1995 (together, the "Offer to Purchase"), copies of which are attached to the Schedule as Exhibits (a)(1), (a)(2) and (a)(5), respectively. The Issuer had 22,640.5 Units outstanding as of September 30, 1995, according to its quarterly report on Form 10-Q for the quarter then ended. Item 2. Identity and Background. Item 2 is hereby amended to read in its entirety as follows: (a)-(d) The information set forth in "Introduction," "Certain Information Concerning the Purchasers" and in Schedule I of the Offer to Purchase is incorporated herein by reference with respect to all Bidders hereunder. (e)-(g) The information set forth in "Certain Information Concerning the Purchasers" and Schedule I in the Offer to Purchase is incorporated herein by reference with respect to all Bidders hereunder. Other than as set forth in the Offer to Purchase, during the last five years, neither the Purchaser nor, to the best of the knowledge of the Purchaser, any person named on Schedule I to the Offer to Purchaser nor any affiliate of the Purchaser (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, Federal or state securities laws or finding any violation of such laws. Item 3. Past Contacts, Transactions or Negotiations with the Subject Company. (a)-(b) Since January 1, 1992, there have been no reportable contacts, transactions or negotiations between the Bidders hereunder or any of the persons identified in Item 2, on the one hand, and the Issuer or, to the knowledge of the Purchaser, any of the Issuer's affiliates or general partners, or any directors or executive officers of any such affiliates or general partners, on the other. Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder. Item 5 is hereby amended to read in its entirety as follows: (a)-(e) and (g) The information set forth under the caption "Future Plans" in the Offer to Purchase is incorporated herein by reference with respect to all Bidders hereunder. (f) Not applicable. 6 Item 7. Contracts, Arrangements, Understandings or Relationships with Respect to the Subject Company's Securities. The information set forth in "Certain Information Concerning the Purchasers" of the Offer to Purchase is incorporated herein by reference with respect to all Bidders hereunder. Item 10. Additional Information. Item 10(f) is hereby amended to read in its entirety as follows: (f) Reference is hereby made to the items constituting the Offer to Purchase, copies of which are attached hereto as Exhibits (a)(1), (a)(2) and (a)(5) and which are incorporated herein in their entirety by reference. Item 11. Material to be Filed as Exhibits. Item 11 is hereby amended to add the following exhibits to the Schedule: (a)(5) Form of Letter to Unitholders dated December 29, 1995. (a)(6) Form of Press Release dated December 29, 1995. 7 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 29, 1995 /s/ MICHAEL L. ASHNER - ----------------------------- Michael L. Ashner /s/ C.E. PATTERSON - ----------------------------- C.E. Patterson MORAGA CAPITAL, LLC BY ITS MEMBERS: JERICHO ASSOCIATES, L.P. By: /s/ MICHAEL L. ASHNER December 29, 1995 ----------------------------- ------------------- Michael L. Ashner, Date Its General Partner MORAGA PARTNERS, INC. By: /s/ C.E. PATTERSON December 29, 1995 ----------------------------- ------------------- C.E. Patterson, President Date CAL-KAN, INC. By: /s/ C.E. PATTERSON December 29, 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 29, 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 29, 1995 ----------------------------- ------------------- C.E. Patterson, President Date 8 MACKENZIE PATTERSON SPECIAL FUND, A CALIFORNIA LIMITED PARTNERSHIP By: MacKenzie Patterson, Inc., Its General Partner By: /s/ C.E. PATTERSON December 29, 1995 ----------------------------- ------------------- C.E. Patterson, President Date PREVIOUSLY OWNED MORTGAGE PARTNERSHIPS INCOME FUND 3, L.P. By: MacKenzie Patterson, Inc., Its General Partner By: /s/ C.E. PATTERSON December 29, 1995 ----------------------------- ------------------- C.E. Patterson, President Date CFS SECONDARY MARKET FUND, L.P. By: /s/ WILLIAM R. COUSINS December 29, 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 29, 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 29, 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 29, 1995 ----------------------------- ------------------- C.E. Patterson, President Date 9 ACCELERATED HIGH YIELD GROWTH FUND I, L.P. By: MacKenzie Patterson, Inc., Its General Partner By: /s/ C.E. PATTERSON December 29, 1995 ----------------------------- ------------------- C.E. Patterson, President Date 10 EXHIBIT INDEX
Exhibit Description Page - ------- ----------- ---- (a)(5) Form of Letter to Unitholders Dated December 29, 1995 (a)(6) Form of Press Release dated December 29, 1995
EX-99.5 2 FORM OF LETTER TO UNITHOLDERS DATED 12/29/95 1 EXHIBIT (A)(5) 2 MORAGA CAPITAL, LLC December 29, 1995 RE: OFFER TO PURCHASE AT $450 PER UNIT Dear De Anza Properties - X Unitholder: EXTENSION OF OFFER Moraga Capital, LLC (the "Purchaser") has extended the expiration date of its tender offer for Units of limited partnership interest of De Anza Properties - X (the "Partnership") through January 31, 1996. The offer, originally set to expire on December 29, 1995, will now expire on January 31, 1996, unless it is extended to a later date. The offer is made by Moraga Capital, LLC and is set forth in an Offer to Purchase dated November 29, 1995, as amended below. The Purchaser has offered to purchase up to 5,665 De Anza Properties - X Units for a cash purchase price of $450 PER UNIT. As of December 28, 1995, a total of 857 Units had been tendered by Unitholders. If 5,665 Units or fewer are tendered as of the Expiration Date, there will be no proration and the Purchaser will accept all validly tendered Units for payment subject to the terms of the Offer to Purchase. THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL NOW EXPIRE AT 12:00 MIDNIGHT, PACIFIC STANDARD TIME, ON JANUARY 31, 1996, UNLESS THE OFFER IS EXTENDED. GENERAL PARTNER'S SOLICITATION/RECOMMENDATION STATEMENT The Operating General Partner has circulated to Unitholders an amendment no. 2 to the Partnership's Solicitation/Recommendation Statement on Schedule 14D-9 as filed with the Securities and Exchange Commission. The amended Schedule includes four important bullet point considerations that the General Partner has urged Unitholders to consider, but which were not included in the General Partner's cover letter transmitting the Schedule. The following is a verbatim copy of the bullet points on the cover page of the General Partner's Schedule: "HOLDERS OF UNITS ARE URGED TO CONSIDER THE FOLLOWING FACTORS: - The offer from Moraga Capital, LLC (the "Bidder") provides limited partners with the opportunity to tender their Units and realize their investment now at a definite price without having to wait for the Partnership to be terminated or liquidated at an indeterminate date in the future. - There is no assurance that the return to limited partners after a sale of the Partnership's Property will be greater than the price being offered now by the Bidder. - The offer provides an opportunity to limited partners to liquidate their investment in the currently depressed Southern California real estate market without the usual transaction costs associated with market sales and without the difficulty of selling Units in an illiquid and limited trading market. - The Property Manager and an affiliate of the Operating General Partner currently receive fees and cost reimbursements that will terminate when the Partnership's Property is sold and the Partnership is liquidated. While the Operating General 3 Partner does not believe this relationship will affect its decision as to a proper timing for a sale, the conflict of interest inherent in this relationship will continue to exist until the Property is sold." The Operating General Partner also noted in its amended Schedule 14D-9 that the Partnership's original offering materials published in 1977 contemplated an extended holding period for Partnership properties of 10 years or more, but that the Partnership is not required to dispose of its one remaining property at any specific time. Even though over 17 years have passed since the date of the original offering, the Operating General Partner has estimated that it could take up to three more years before the property is sold. We remind you that until the property is sold, the property management company owned by the son of the principal shareholder of the General Partner will continue to receive significant fees and be entitled to certain reimbursements from the Partnership. As indicated by the Operating General Partner, because of its affiliation with the son's property management company, a conflict of interest exists for the General Partner with respect to the timing of the sale of the Partnership's sole remaining property. OTHER CONSIDERATIONS FOR UNITHOLDERS. In the Offer to Purchase, the Purchaser described a number of reasons why Unitholders may wish to dispose of their Units, including the continuing administrative costs incurred by the Partnership and the resultant negative impact on an investment in a publicly registered limited partnership. The Partnership has only one remaining property, but must still comply with all of the Partnership accounting, tax reporting, limited partner reporting and public company reporting requirements that it has been subject to throughout its 17-year history. During substantially all of its prior operating period, the Partnership had a much larger real property portfolio to offset and justify its ongoing administrative costs. According to the Partnership's public reports, the costs borne by the Partnership for salaries and professional fees and services, not including management fees, for the twelve months ended December 31, 1994 were $923,534 and for the nine months ended September 30, 1995 were $420,702. Administrative costs borne by the Partnership directly reduce the amount of cash from property operations otherwise available to be distributed to the Unitholders. Unitholders may wish to dispose of their Units by accepting the Offer and thereby avoid indirectly bearing such administrative expenses for an indefinite period. CONDITIONS OF THE OFFER In Section 13 of the Offer to Purchase, the Purchaser sets forth the conditions to its obligation to accept tendered Units for payment. In order to impose a standard of reasonableness on the Purchaser's determination of the satisfaction of the condition set forth in paragraph (c) of Section 13, that condition is hereby revised to read in its entirety as follows: "(c) any change or development shall have occurred or been threatened since the date hereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which, in the reasonable judgment of the Purchaser, is or may be materially adverse to the Partnership, or the Purchaser shall have become aware of any fact that, in the reasonable judgment of the Purchaser, does or may have a material adverse effect on the value of the Units;" Except as noted above, the terms of the Offer remain as stated in the original Offer to Purchase. December 29, 1995 MORAGA CAPITAL, LLC EX-99.6 3 FORM OF PRESS RELEASE DATED 12/29/95 1 EXHIBIT (A)(6) 2 PRESS RELEASE FOR IMMEDIATE RELEASE MORAGA CAPITAL, LLC 1640 SCHOOL STREET, SUITE 100 MORAGA, CALIFORNIA 94556 TELEPHONE: 510-631-9100 December 29, 1995 MORAGA CAPITAL, LLC OFFER FOR DE ANZA PROPERTIES - X UNITS EXTENDED TO JANUARY 31, 1996. Moraga Capital, LLC (the "Purchaser") has extended the expiration date of its tender offer for Units of limited partnership interest of De Anza Properties - X. The offer was originally set to expire on December 29, 1995. The offer has been extended and will now expire on January 31, 1996, unless it is extended to a later date. The offer is made by Moraga Capital, LLC and is set forth in an Offer to Purchase dated November 29, 1995. The Purchaser has offered to purchase up to 5,665 De Anza Properties - X Units for a purchase price of $450 per Unit. As of December 28, 1995, a total of 857 Units had been tendered to the Purchaser by security holders. Except as noted above, the terms of the Offer remain as stated in the Offer to Purchase. December 29, 1995 MORAGA CAPITAL, LLC For further information, contact Vicki Tacheira at the above telephone number. -----END PRIVACY-ENHANCED MESSAGE-----