-----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, HPbqjKS8q3PsMDVXZ6OVJBosfm+oIqfIzII1WjB12YJ38XKabyD7c0ptujlgDRhj vnlZGUGflzImMzlnLrOiYw== 0000950150-96-000259.txt : 19960425 0000950150-96-000259.hdr.sgml : 19960425 ACCESSION NUMBER: 0000950150-96-000259 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960424 ITEM INFORMATION: Other events FILED AS OF DATE: 19960424 SROS: NONE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08942 FILM NUMBER: 96550106 BUSINESS ADDRESS: STREET 1: 9171 WILSHIRE BLVD STE 627 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3105501111 8-K 1 FORM 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 APRIL 24, 1996 -------------- DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) DE ANZA PROPERTIES-X - ------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 0-8942 95-3005938 - ---------------------------- --------------------- -------------------- (STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (IRS EMPLOYER OF INCORPORATION) IDENTIFICATION NO.) 9171 WILSHIRE BOULEVARD, SUITE 627 BEVERLY HILLS, CALIFORNIA 90210 - ------------------------------------------------------------------------------ (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) (310) 550-1111 - ------------------------------------------------------------------------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) 2 ITEM 5. OTHER EVENTS. De Anza Properties - X (the "Registrant") received a letter dated April 3, 1996 (the "April 3 Letter") from Moraga Capital, LLC ("Moraga") , certain members and certain affiliated holders (collectively the "Affiliated Limited Partners"). The letter requested the Operating General Partner to schedule a special meeting of limited partners. A copy of the April 3 Letter is attached as Exhibit 1. The April 3 letter was transmitted to the Registrant under cover of a letter dated April 3, 1996 (the "Cover Letter") from Moraga to Herbert M. Gelfand, Chairman of the Board of De Anza Corporation, the Operating General Partner of the Registrant. A copy of the Cover Letter is attached as Exhibit 2. The Cover Letter suggested that representatives of the parties should meet. Accordingly, shortly after receipt of the letter, representatives of the Registrant contacted representatives of the Affiliated Limited Partners and Moraga to schedule a meeting to seek clarification of the purpose of the April 3 Letter and to determine if it would be necessary to hold a limited partner meeting or whether there would be another way to address the concerns of the signatories to the April 3 Letter consistent with the goals of the Registrant. By letter dated April 10, 1996 (the "April 10 Letter") a representative of Moraga withdrew the April 3 Letter, without prejudice to reinstate the April 3 Letter in the future. A copy of the April 10 Letter is attached as Exhibit 3. On April 15, 1996 representatives of the Registrant and of Moraga and their respective counsel met. No agreements were reached at this meeting, but discussions are continuing. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits
Exhibit Number Description -------------- ----------- 99.1 Letter dated April 3, 1996 to De Anza Properties - X from Moraga Capital, LLC, Real Estate Securities Fund 1983, MacKenzie Fund III, Mackenzie Fund V, Mackenzie Fund VI, MacKenzie Specified Income Fund, MacKenzie Patterson Special Fund, Previously Owned Partnerships Income Fund 2, Previously Owned Mortgage Partnerships Income Fund 3, L.P. and Vanderbilt Income and Growth Associates, L.L.C. 99.2 Letter dated April 3, 1996 to Mr. Herbert M. Gelfand, Chairman of the Board of De Anza Corporation, the Operating General Partner of De Anza Properties - X, from Moraga Capital, LLC 99.3 Letter dated April 10, 1996 to De Anza Properties - X from Skadden, Arps, Slate, Meagher & Flom
3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: April 24, 1996 DE ANZA PROPERTIES - X By: DE ANZA CORPORATION its Operating General Partner By: /s/ Herbert M. Gelfand ---------------------------------- Herbert M. Gelfand Chairman of the Board 4 INDEX TO EXHIBITS
Exhibit Number Description -------------- ----------- 99.1 Letter dated April 3, 1996 to De Anza Properties - X from Moraga Capital, LLC, Real Estate Securities Fund 1983, MacKenzie Fund III, Mackenzie Fund V, Mackenzie Fund VI, MacKenzie Specified Income Fund, MacKenzie Patterson Special Fund, Previously Owned Partnerships Income Fund 2, Previously Owned Mortgage Partnerships Income Fund 3, L.P. and Vanderbilt Income and Growth Associates, L.L.C. 99.2 Letter dated April 3, 1996 to Mr. Herbert M. Gelfand, Chairman of the Board of De Anza Corporation, the Operating General Partner of De Anza Properties - X, from Moraga Capital, LLC 99.3 Letter dated April 10, 1996 to De Anza Properties - X from Skadden, Arps, Slate, Meagher & Flom
EX-99.1 2 LETTER DATED 4/3/96 TO DE ANZA PROP X FROM MORAGA 1 Exhibit 99.1 April 3, 1996 De Anza Properties - X c/o De Anza Corporation Operating General Partner 9171 Wilshire Boulevard, Suite 627 Beverly Hills, California 90210 Re: Meeting of the Limited Partners of De Anza Properties - X Ladies and Gentlemen: All capitalized terms used but not defined herein shall have the meanings set forth in the Third Amended and Restated Agreement of Limited Partnership of De Anza Properties - X, as amended (the "Partnership Agreement"). As you are aware, Moraga Capital, LLC ("Moraga Capital") is the beneficial owner of 1,652 Units of De Anza Properties - X, constituting approximately 7.3% of the outstanding Interests. In addition, each of the following entities (together with Moraga Capital, the "Affiliated Limited Partners") is the beneficial owner of the number of Units set forth opposite its name, constituting, in the aggregate, approximately 7.19% of the outstanding Interests:
Entity Number of Units ------ --------------- Real Estate Securities Fund 1983 10 MacKenzie Fund III 81 MacKenzie Fund V 281 MacKenzie Fund VI 402 MacKenzie Specified Income Fund 279 MacKenzie Patterson Special Fund 270 Previously Owned Partnerships Income Fund 2 231 Previously Owned Mortgage Partnerships Income Fund 3, L.P. 5 Vanderbilt Income and Growth Associates, L.L.C. 5
2 De Anza Properties - X April 3, 1996 Page 2 Pursuant to Section 25.1 of the Partnership Agreement, the Affiliated Limited Partners hereby request that a meeting of the Limited Partners (the "Special Meeting") be called for the following purposes: 1. To consider and vote upon an amendment to the Partnership Agreement that would (a) delete Section 12.3.1 thereof and (b) provide that (i) any written property management agreement to be entered into by the Partnership with respect to any Property must be the subject of a competitive bidding process in which bids are solicited from not less than three nationally or regionally recognized apartment property management firms and (ii) any existing management agreement with respect to any Property that was not the subject of such a competitive bidding process be terminated as soon as practicable (but, in any event, no later than 60 days following the adoption of such amendment by the Limited Partners) and that the management of such Property following such termination be determined as specified in clause (i); 2. To consider and vote upon an amendment to the Partnership Agreement that would require that (a) the Partnership retain a qualified and experienced firm to provide administrative services to the Partnership that are necessary for the operation of the Partnership and its Properties, including, without limitation, bookkeeping, computer services and transfer services, such retention to be based upon a competitive bidding process in which bids are solicited from not less than three such firms and (b) any existing agreement, arrangement or understanding with respect to the provision of such services that constitutes an Interested Partner Transaction (without giving effect to the provisos contained in 3 De Anza Properties - X April 3, 1996 Page 3 the definition of "Interested Partner Transaction") be terminated as soon as practicable (but, in any event, no later than 60 days following the adoption of such amendment by the Limited Partners) and that such services thereafter be provided in the manner specified in clause (a); 3. To consider and vote upon an amendment to the Partnership Agreement that would (a) insert the word "Limited" in two instances: (i) prior to the word "Partners" in the fifth line of Section 24.2 and (ii) prior to the word "Partner" in the penultimate line of Section 24.2; and 4. To consider and vote upon an amendment to the Partnership Agreement that would amend the relevant portions of Sections 10 and 11 of the Partnership Agreement such that (i) each time the percentage of Distributable Cash or Profits allocable to the General Partners is referenced as 23.6816%, such percentage would be reduced by 5% of such amount as of the last day of each month occurring in the period commencing 90 days following the adoption of such amendment and continuing until such time as the sole remaining Property has been sold and at least 95% of the proceeds attributable to such sale have been distributed to the Partners (any such reduction, a "Reduction Percentage") and (ii) each time the percentage of Distributable Cash or Profits allocable to the Limited Partners is referenced as 76.3184%, such percentage would be increased as of the last day of each month occurring in such period by the amount of the Reduction Percentage applicable to such month. 4 De Anza Properties - X April 3, 1996 Page 4 Pursuant to Section 25.2 of the Partnership Agreement, the Affiliated Limited Partners hereby elect to set the record date for the Special Meeting. Upon your advising Moraga Capital of the date for the Special Meeting, the Affiliated Limited Partners will advise you of such record date. The address of Moraga Capital is: 1640 School Street, Suite 100, Moraga, California 94556. Pursuant to Section 22.1 of the Partnership Agreement, the Affiliated Partners hereby request the opportunity to inspect and copy the books and records of the Partnership referred to in such Section. A representative of the Affiliated Partners will notify you shortly of proposed dates and times for such inspection. Very truly yours, Moraga Capital, LLC By: /s/ C.E. Patterson --------------------------------- Name: C.E. Patterson Title: Member Real Estate Securities Fund 1983 By: /s/ C.E. Patterson --------------------------------- Name: C.E. Patterson Title: President of GP 5 De Anza Properties - X April 3, 1996 Page 5 MacKenzie Fund III By: /s/ C.E. Patterson --------------------------------- Name: C.E. Patterson Title: President of GP MacKenzie Fund V By: /s/ C.E. Patterson --------------------------------- Name: C.E. Patterson Title: President of GP MacKenzie Fund VI By: /s/ C.E. Patterson --------------------------------- Name: C.E. Patterson Title: President of GP MacKenzie Specified Income Fund By: /s/ C.E. Patterson --------------------------------- Name: C.E. Patterson Title: President of GP 6 De Anza Properties - X April 3, 1996 Page 6 MacKenzie Patterson Special Fund By: /s/ C.E. Patterson ----------------------------- Name: C.E. Patterson Title: President of GP Previously Owned Partnerships Income Fund 2 By: /s/ C.E. Patterson ---------------------------- Name: C.E. Patterson Title: President of GP Previously Owned Mortgage Partnerships Income Fund 3, L.P. By: /s/ C.E. Patterson ---------------------------- Name: C.E. Patterson Title: President of GP Vanderbilt Income and Growth Associates, L.L.C. By: /s/ Michael L. Ashner ---------------------------- Name: Michael L. Ashner Title: Managing Director EX-99.2 3 LETTER DATED 4/3/96 TO HERBERT GELFAND FROM MORAGA 1 Exhibit 99.2 MORAGA CAPITAL LLC 1640 School Street, Suite 100 Moraga, California 94556 April 3, 1996 Mr. Herbert M. Gelfand Chairman of the Board De Anza Corporation Operating General Partner De Anza Properties - X 9171 Wilshire Boulevard, Suite 627 Beverly Hills, California 90210 Re: De Anza Properties - X --------------------------- Dear Mr. Gelfand: Enclosed is a letter from the undersigned and certain other limited partners of De Anza Properties - X requesting a meeting of the limited partners of De Anza Properties - X. The reasons for calling the meeting, which are spelled out more fully in the enclosed letter, relate to: o entering into a new management contract for the Woodbridge Meadows Apartments with a nationally or regionally recognized, experienced and qualified apartment property management firm following a competitive bidding process; o entering into an arrangement with a real estate syndication firm to provide administrative services to the partnership that are necessary for the operation of the partnership and its properties; o amending Section 24.2 of the partnership agreement to require that the consent of a limited partner to be adversely affected is required in the case of an amendment to alter the 2 De Anza properties - X April 3, 1996 Page 2 interest of a limited partner in profits or losses or in distributable cash or sale or refinancing proceeds; and o amending the allocation of profits and distributable cash as between the general partners and the limited partners such that the interest of the general partners, which is currently 23.6816%, would be reduced by 5% of such amount as of the last day of each month occurring in the period commencing 90 days after the adoption of such amendment and continuing until such time as the partnership's sole remaining property has been sold and at least 95% of the proceeds attributable to such sale have been distributed to the partners, and the interest of the limited partners would be increased as of the last day of each month occurring in such period by the amount of each such reduction. The first two proposed amendments referenced above relate to improving the economics of De Anza Properties - X for the benefit of all the partners of De Anza Properties - X. The Affiliated Partners (as such term is defined in the enclosed letter) believe that the terms of the property management and administrative arrangements that are currently in place at De Anza Properties - X can be replaced with comparable services provided by unaffiliated third parties at significant cost savings. In particular, we believe that various property management firms would be willing to assume the management of the Woodbridge Meadows Apartments for a fee equal to 4% of the aggregate gross receipts from the operation of the property without the need for any additional reimbursable cost or expense. Further, we believe that the administration of De Anza Properties - X by the Operating General Partner is an uneconomical endeavor, and that significant economies of scale could be recognized if administrative services were provided by a third party that provides similar services to other limited partnerships. We estimate that the cost savings that could be realized from these two areas would allow the dividend rate for the partnership to be increased from the current rate of 6% to approximately 10%. 3 De Anza Properties - X April 3, 1996 Page 3 As to the latter two proposed amendments, the Affiliated Partners believe that the allocation of distributable cash and profits to the general partners is too high, as any future growth in value disproportionately benefits the general partners. We also believe that Woodbridge Meadows Apartments, the sole remaining real property owned by the partnership, should be sold in an expeditious manner. Further, we believe that the proposed reduction is an equitable one since it would not take effect until three months following its adoption and would then be implemented in steps on a monthly basis, creating an incentive for the general partners to arrange for the sale of the Woodbridge Meadows property and to distribute the proceeds therefrom in an expeditious manner. Representatives of the Affiliated Partners would be happy to meet with you to discuss the proposed amendments after you have had an opportunity to review the enclosed letter. You may contact the undersigned by telephone at (516) 822-0022, or, if you prefer, your counsel may contact James E. Lyons of Skadden, Arps, Slate, Meagher & Flom, counsel to the undersigned. Very truly yours, Moraga Capital, LLC By: /s/ Michael L. Ashner ------------------------- Name: Michael L. Ashner Title: Member EX-99.3 4 LETTER DATED 4/4/96 TO DE ANZA FROM SKADDEN ARPS 1 Exhibit 99.3 April 10, 1996 De Anza Properties - X c/o De Anza Corporation Operating General Partner 9171 Wilshire Boulevard, Suite 627 Beverly Hills, California 90210 Attention: Wendy Glenn Re: Withdrawal of Request for Special Meeting of the Limited Partners of De Anza Properties - X Ladies and Gentlemen: I am writing on behalf of our client, Moraga Capital, LLC ("Moraga Capital"). All capitalized terms used but not defined herein shall have the meanings set forth in the Request Letter (as defined below). By letter dated April 3, 1996 to De Anza Properties - X (the "Request Letter"), Moraga Capital and the other Affiliated Limited Partners requested that a Special Meeting of the Limited Partners of De Anza Properties - X be called for the purposes set forth in the Request Letter. Moraga Capital and the other Affiliated Limited Partners have authorized us to hereby withdraw the Request Letter, without prejudice to reinstating the Request Letter in the future. The Affiliated Limited Partners understand that, if they should determine to request the reinstatement of the Request Letter, you will provide the notice to the partners of De Anza Properties - X contemplated by the third sentence of Section 25.1 of the Partnership Agreement within five business days of such a request (notwithstanding the requirement of such Section 25.1 that such notice be provided within 10 days of receipt of a written request). 2 De Anza Properties - X April 10, 1996 Page 2 Please acknowledge your agreement with the foregoing by signing in the space indicated below and returning a copy of this letter to the undersigned. Very truly yours, /s/ James E. Lyons James E. Lyons Accepted and agreed as of the date first above written De Anza Properties - X By: _________________________________ Name: Title: cc: Moraga Capital, LLC -----END PRIVACY-ENHANCED MESSAGE-----