-----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, EAown+yiWXfxZts8cnjDl5J53SkczTDMOxl0+LtfV0tiIb4sWyLKpk/dST2iIzn3 W5pidzV1VrZt3HpXtZ+45A== 0000950150-95-000757.txt : 19951219 0000950150-95-000757.hdr.sgml : 19951219 ACCESSION NUMBER: 0000950150-95-000757 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951218 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 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38912 FILM NUMBER: 95602400 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: 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 14D9/A BUSINESS ADDRESS: STREET 1: 9171 WILSHIRE BLVD STE 627 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3105501111 SC 14D9/A 1 AMENDMENT NO. 1 TO SCHEDULE 14D-9 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) De Anza Properties - X (Name of Subject Company) De Anza Properties - X De Anza Corporation (Name of Persons Filing Statement) Units of Limited Partnership Interest (Title of Class of Securities) NONE ((CUSIP) Number of Class of Securities) Herbert M. Gelfand De Anza Corporation 9171 Wilshire Blvd. Suite 627 Beverly Hills, California 90210 (310) 550-1111 (Name, address, and telephone number of person authorized to receive notice and communications on behalf of the person(s) filing statement) with copies to: Michael J. Connell Rena L. O'Malley Morrison & Foerster 555 West Fifth Street Los Angeles, CA 90013-1024 (213) 892-5200 1 2 This Amendment No. 1 to Schedule 14D-9 amends the Schedule 14D-9 filed December 12, 1995 by the persons filing this Statement as set forth below: ITEM 1. SECURITY AND SUBJECT COMPANY. No change. ITEM 2. TENDER OFFER OF THE BIDDER. No change. ITEM 3. IDENTITY AND BACKGROUND. (a) No change. (b)(1) No change. (b)(2) No change. ITEM 4. THE SOLICITATION OR RECOMMENDATION. (a) No change. (b) No change. ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. No change. ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES. (a) No change. (b) No change. ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY. (a) No change. (b) No change. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. No change. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. No change except the following exhibit is added: 2 3 (a)(2) Letter to Limited Partners dated December 18, 1995. 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. December 18, 1995 ----------------- (Date) DE ANZA PROPERTIES-X By: DE ANZA CORPORATION its operating general partner By: /s/Herbert M. Gelfand ------------------------------ Herbert M. Gelfand Chairman of the Board DE ANZA CORPORATION By: /s/Herbert M. Gelfand ---------------------------------- Herbert M. Gelfand Chairman of the Board 3 4 EXHIBIT INDEX 99.3 Letter to Limited Partners dated December 18, 1995. 4 EX-99.3 2 LETTER TO LIMITED PARTNERS 1 DE ANZA PROPERTIES - X 9171 Wilshire Boulevard Beverly Hills, California 90210 (LOGO) National: (800) 321-9638 (ext. 153) PROPERTIES - X California: (800) 421-2991 (ext. 153) December 18, 1995 Dear Limited Partner: This letter is in response to the letter dated December 13, 1995 you may have received from Moraga Capital, LLC (the "Bidder") with respect to its offer to purchase limited partnership units ("Units") of De Anza Properties - X (the "Partnership"). Please be advised that the Bidder's letter incorrectly describes certain information disclosed to you by the Partnership and the Operating General Partner. The Operating General Partner urges all limited partners to read fully all of the materials mailed to the limited partners on December 12, 1995, including not only the cover letter but also the Schedule 14D-9 in its entirety. This letter also encloses Amendment No. 1 to Schedule 14D-9. In accordance with its duties to the Partnership, the Operating General Partner does not have a predetermined time period for holding the Partnership's property and does not base a determination to sell the property on the existence or nonexistence of management contracts with related entities. In the view of the Operating General Partner, the real estate market in Southern California is still poor and now is not the time to sell the Partnership's property. Although no prediction can be made, the Operating General Partner's best estimate of the time frame for improvement in the real estate market, and therefore a more appropriate time to sell the property, is sometime in the next 1-3 years. The Operating General Partner will continue to assess the market and recommend a sale of the property when, based on consideration of all factors, in the view of the Operating General Partner, it is in the best interest of the Partnership to sell the property. Operating distributions for the quarter ending December 31, 1995 presently are estimated to be approximately $9 per Unit (which on an annualized basis would total approximately $36 per Unit). Operating distributions are not being reduced, and in fact are increasing in absolute amount over September 1995's operating distributions and as a percentage of adjusted capital accounts which were reduced as a result of the distribution of net sales proceeds from the sale of De Anza Aptos Pines. The Operating General Partner anticipates that operating distributions for 1996 would continue at the same level. The Operating General Partner will continue to operate the Partnership, make distributions to partners, and pay management fees and reimbursements (which are made at cost, on an allocated basis) in accordance with the terms of the Partnership's partnership agreement. Again, a decision as to whether to tender a Unit to the Bidder is an individual one to be made by each limited partner based on each limited partner's unique circumstances and the Operating General Partner urges each limited partner to read all the information distributed before making such a decision. The Operating General Partner reminds you that the price being offered by the Bidder is in any case lower than the Bidder's own estimate of the liquidating value of a Unit, even using a 9% capitalization rate. If you have any questions, please telephone investor services at the numbers listed above. Sincerely, DE ANZA PROPERTIES - X By: De Anza Corporation Operating General Partner By: HERBERT M. GELFAND ----------------------------- Herbert M. Gelfand Chairman of the Board -----END PRIVACY-ENHANCED MESSAGE-----