SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q --------- [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1996 [_] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to ------------ ------------ Commission File Number 0-8942 DE ANZA PROPERTIES - X (Exact name of registrant as specified in its charter) CALIFORNIA 95-3005938 (State or other jurisdiction of (IRS Employer Iden- incorporation or organization) tification Number) 9171 WILSHIRE BOULEVARD, SUITE 627 BEVERLY HILLS, CALIFORNIA 90210 (Address of principal executive offices, including zip code) (310) 550-1111 (The registrant's telephone number, including area code) NO CHANGE (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- --- Pursuant to the Securities Exchange Act of 1934 Release 15502 and Rule 240.0-3(b) (17 CFR 240.0-3(b)), the pages of this document have been numbered sequentially. The total number of pages contained herein is 40. 1 TABLE OF CONTENTS ----------------- PART I. FINANCIAL INFORMATION - ------ --------------------- ITEM 1. FINANCIAL STATEMENTS Balance Sheets 3 Statements of Income 5 Statements of Changes in Partners' Capital (Deficit) 7 Statements of Cash Flows 8 Notes to Financial Statements 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 13 PART II. OTHER INFORMATION 15 - ------- ----------------- 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS DE ANZA PROPERTIES - X (A Limited Partnership) Balance Sheets (Unaudited) September 30, December 31, 1996 1995 ------------- ------------ ASSETS CASH AND CASH EQUIVALENTS - including restricted deposits of $700,557 and $843,923 at September 30, 1996 and December 31, 1995, respectively - Note 1 $ 1,429,485 $ 1,388,279 ACCOUNTS RECEIVABLE 8,268 10,812 PREPAID EXPENSES 91,581 70,222 ----------- ----------- 1,529,334 1,469,313 ----------- ----------- PROPERTY AND EQUIPMENT - Notes 1, 2, 5, 6 and 7 Land 2,989,265 2,989,265 Land improvements 4,782,559 4,704,170 Buildings and improvements 11,448,171 11,448,171 Furniture and equipment 623,498 623,498 ----------- ----------- 19,843,493 19,765,104 Less accumulated depreciation 10,203,950 9,921,679 ----------- ----------- 9,639,543 9,843,425 ----------- ----------- OTHER ASSETS Loan costs - less accumulated amortization of $55,794 and $53,484 at September 30, 1996 and December 31, 1995, respectively - Note 2 52,021 54,331 Other - Note 7 46,115 20,656 ----------- ----------- 98,136 74,987 ----------- ----------- $11,267,013 $11,387,725 =========== =========== See accompanying notes to financial statements. 3 DE ANZA PROPERTIES - X (A Limited Partnership) Balance Sheets (Continued) (Unaudited) September 30, December 31, 1996 1995 ------------- ------------ LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ACCOUNTS PAYABLE AND ACCRUED EXPENSES - including $23,334 and $11,305 due to related parties at September 30, 1996 and December 31, 1995, respectively $ 210,521 $ 127,389 DEPOSITS AND ADVANCE RENTALS 125,698 122,937 DEFERRED GAIN ON SALE - Note 5 700,557 843,923 SECURED NOTE PAYABLE - Note 2 4,682,730 4,752,430 ----------- ----------- 5,719,506 5,846,679 ----------- ----------- PARTNERS' CAPITAL (DEFICIT) General partners (3,474,473) (3,476,003) Cash general partners, 218.5 and 228.5 units issued and outstanding at September 30, 1996 and December 31, 1995, respectively 77,733 77,686 Limited partners, 22,650.5 and 22,640.5 units issued and outstanding at September 30, 1996 and December 31, 1995, respectively 8,944,247 8,939,363 ----------- ----------- 5,547,507 5,541,046 ----------- ----------- $11,267,013 $11,387,725 =========== =========== See accompanying notes to financial statements. 4 DE ANZA PROPERTIES - X (A Limited Partnership) Statements of Income (Unaudited) Nine Months Nine Months Ended Ended September 30, September 30, 1996 1995 ------------- ------------- INCOME Rent - Note 6 $2,757,941 $3,027,018 Other 100,505 89,449 Interest and dividends 49,556 53,177 Utilities - 143,232 Gain on sale of property and equipment - Notes 5 and 6 143,366 2,258,041 ---------- ---------- 3,051,368 5,570,917 ---------- ---------- EXPENSES Interest 354,939 362,376 Depreciation and amortization - Notes 1 and 7 284,581 489,242 Maintenance, repairs and supplies 262,663 298,683 Other 236,350 219,981 Salaries - including $15,046 and $16,694 paid to related parties in 1996 and 1995, respectively - Note 3 210,264 235,352 Professional fees and services - including $75,075 and $92,614 paid to related parties in 1996 and 1995, respectively - Note 3 183,530 182,350 Real estate taxes 156,614 185,307 Utilities 153,754 239,902 Management fees - including $142,623 and $140,127 paid to related parties in 1996 and 1995, respectively - Note 3 142,623 164,361 Insurance 78,852 75,960 Payroll taxes and employee benefits 42,801 48,322 ---------- ---------- 2,106,971 2,501,836 ---------- ---------- NET INCOME $ 944,397 $3,069,081 ========== ========== NET INCOME GENERAL PARTNERS $ 223,648 $ 417,787 ========== ========== CASH GENERAL AND LIMITED PARTNERS $ 720,749 $2,651,294 ========== ========== INCOME PER 1% GENERAL PARTNER INTEREST - Note 4 $ 2,236.48 $ 4,177.87 ========== ========== INCOME PER CASH GENERAL AND LIMITED PARTNERSHIP UNIT - Note 4 $ 31.52 $ 115.93 ========== ========== See accompanying notes to financial statements. 5 DE ANZA PROPERTIES - X (A Limited Partnership) Statements of Income (Unaudited) Three Months Three Months Ended Ended September 30, September 30, 1996 1995 ------------- ------------- INCOME Rent - Note 6 $ 932,470 $ 921,027 Other 37,657 24,797 Interest and dividends 16,837 29,048 Utilities - 31,504 Gain on sale of property and equipment - Notes 5 and 6 143,366 2,077,041 ---------- ---------- 1,130,330 3,083,417 ---------- ---------- EXPENSES Interest 118,264 121,352 Depreciation and amortization - Notes 1 and 7 770 149,764 Maintenance, repairs and supplies 81,642 94,592 Other 78,188 85,550 Salaries - including $4,974 and $5,624 paid to related parties in 1996 and 1995, respectively - Note 3 70,873 68,984 Professional fees and services - including $23,385 and $28,010 paid to related parties in 1996 and 1995, respectively - Note 3 30,085 45,686 Real estate taxes 51,594 56,246 Utilities 50,872 56,178 Management fees - including $48,553 and $46,417 paid to related parties in 1996 and 1995, respectively - Note 3 48,553 52,649 Insurance 25,977 25,726 Payroll taxes and employee benefits 13,393 13,451 ---------- ---------- 570,211 770,178 ---------- ---------- NET INCOME $ 560,119 $2,313,239 ========== ========== NET INCOME GENERAL PARTNERS $ 132,645 $ 314,896 ========== ========== CASH GENERAL AND LIMITED PARTNERS $ 427,474 $1,998,343 ========== ========== INCOME PER 1% GENERAL PARTNER INTEREST - Note 4 $ 1,326.45 $ 3,148.96 ========== ========== INCOME PER CASH GENERAL AND LIMITED PARTNERSHIP UNIT - Note 4 $ 18.69 $ 87.38 ========== ========== See accompanying notes to financial statements. 6 DE ANZA PROPERTIES - X (A Limited Partnership) Statements of Changes in Partners' Capital (Deficit) (Unaudited) For the Nine Months Ended September 30, 1996 and For the Year Ended December 31, 1995 Cash General General Limited Total Partners Partners Partners ------------ ----------- ----------- ------------ BALANCE - January 1, 1995 $ 7,805,545 $(3,210,498) $ 97,659 $10,918,384 DISTRIBUTIONS TO PARTNERS (5,524,941) (647,779) (48,731) (4,828,431) NET INCOME - for the year ended December 31, 1995 3,260,442 382,274 28,758 2,849,410 ----------- ----------- -------- ----------- BALANCE - December 31, 1995 5,541,046 (3,476,003) 77,686 8,939,363 DISTRIBUTIONS TO PARTNERS (937,936) (222,118) (6,839) (708,979) NET INCOME - for the nine months ended September 30, 1996 944,397 223,648 6,886 713,863 ----------- ----------- -------- ----------- BALANCE - September 30, 1996 $ 5,547,507 $(3,474,473) $ 77,733 $ 8,944,247 =========== =========== ======== =========== See accompanying notes to financial statements. 7 DE ANZA PROPERTIES - X (A Limited Partnership) Statements of Cash Flows (Unaudited) Nine Months Nine Months Ended Ended September 30, September 30, 1996 1995 -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES Gross rents received from real estate operations $ 2,761,672 $ 3,193,880 Cash paid to suppliers and employees - including $254,893 and $255,445 paid to related parties in 1996 and 1995, respectively (1,405,611) (1,607,317) Interest paid (354,939) (362,376) Interest and other income received 152,224 135,685 ----------- ----------- Net cash provided by operating activities 1,153,346 1,359,872 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment (78,389) (262,401) Sale of property and equipment - 4,325,000 Sales and closing costs (26,115) (71,498) ----------- ----------- Net cash used in investing activities (104,504) (3,991,101) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Principal payments on secured notes payable (69,700) (63,094) Partner distributions (937,936) (5,253,542) ----------- ----------- Net cash used in financing activities (1,007,636) (5,316,636) ----------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS 41,206 34,337 CASH AND CASH EQUIVALENTS: BALANCE AT BEGINNING OF PERIOD 1,388,279 1,431,793 ----------- ----------- BALANCE AT END OF PERIOD $ 1,429,485 $ 1,466,130 =========== =========== See accompanying notes to financial statements. 8 DE ANZA PROPERTIES - X (A Limited Partnership) Statements of Cash Flows (Continued) (Unaudited) Nine Months Nine Months Ended Ended September 30, September 30, 1996 1995 -------------- -------------- RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES Net income $ 944,397 $ 3,069,081 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 284,581 489,242 Gain on sale of property and equipment (143,366) (2,258,041) Changes in operating assets and liabilities Decrease in accounts receivable 2,544 59,469 Increase in prepaid expenses (21,359) (29,455) Decrease in other assets 656 1,337 Increase in accounts payable and accrued expenses 83,132 24,659 Increase in deposits and advance rentals 2,761 3,580 ---------- ----------- Net cash provided by operating activities $1,153,346 $ 1,359,872 ========== =========== SUPPLEMENTAL DISCLOSURE - ----------------------- During the nine months ended September 30, 1995, the MHC cash reserve of $181,000 was released from restricted cash and the Partnership recognized a gain on that portion of the 1994 sale proceeds. During the nine months ended September 30, 1996, $143,366 of the Independent Committee cash reserve was released from restricted cash and the Partnership recognized a gain on that portion of the 1994 sale proceeds. See accompanying notes to financial statements. 9 DE ANZA PROPERTIES - X (A Limited Partnership) Notes to Financial Statements (Unaudited) September 30, 1996 and December 31, 1995 and For the Nine and Three Months Ended September 30, 1996 and 1995 NOTE 1 - BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) have been included. Operating results during the nine and three months ended September 30, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. For further information, refer to the financial statements and footnotes thereto included in the Partnership's annual report on Form 10-K for the year ended December 31, 1995. Cash and Cash Equivalents ------------------------- The Partnership invests its cash not needed for working capital in highly liquid short-term investments consisting primarily of money market funds and certificates of deposit, with original maturities ranging generally from one to three months. The Partnership considers all such items to be cash equivalents. Depreciation ------------ Pursuant to generally accepted accounting principles the Partnership ceased to depreciate Woodbridge from the time it determined to sell the property (see Note 7). NOTE 2 - SECURED NOTE PAYABLE Secured note payable at September 30, 1996 and December 31, 1995 consisted of: September 30, December 31, 1996 1995 ------------- ------------ Note collateralized by first trust deed, payable in monthly installments of $47,093, including interest at 10%, maturing in 2014. $4,682,730 $4,752,430 ========== ========== NOTE 3 - TRANSACTIONS WITH RELATED PARTIES Pursuant to a former management agreement dated October 1, 1985, De Anza Assets, Inc., a former affiliate of the operating general partner (OGP), was paid a management fee in the amount of 5% of the annual gross receipts from the operations of the Partnership's properties. The payment of this fee is subordinated to the priority distributions to the cash general and 10 DE ANZA PROPERTIES - X (A Limited Partnership) Notes to Financial Statements (Continued) (Unaudited) September 30, 1996 and December 31, 1995 and For the Nine and Three Months Ended September 30, 1996 and 1995 NOTE 3 - TRANSACTIONS WITH RELATED PARTIES (Continued) limited partners of 6% of their adjusted capital contributions each year and is noncumulative, except in the case of a sale, refinancing or other disposition of the Partnership's properties. In that case, the difference between the management fee actually paid and the management fee that would have been paid if it were not subordinated, is payable out of proceeds from the sale, refinancing or other disposition after payment of the limited partners' priority return and capital contribution and the general partners' incentive interest. On August 18, 1994, subsequent to the sale of Colonies of Margate and the property management business of De Anza Group, Inc. (DAG), as discussed in Note 5, the property management of Woodbridge was assumed by Terra Vista Management, Inc. (Terra Vista). Terra Vista is wholly owned by Michael D. Gelfand, president of the OGP and the son of Herbert M. Gelfand. Herbert M. Gelfand, together with Beverly Gelfand, is the sole shareholder of the OGP and an individual general partner. Terra Vista was paid $142,623 and $140,127 for management fees during the nine months ended September 30, 1996 and 1995, respectively. Of the $142,623, $48,553 is attributable to the three months ended September 30, 1996 (compared to $46,417 paid for the three months ended September 30, 1995). The property management of Aptos Pines was transferred to an affiliate of the buyer when the property management business of DAG was transferred as part of the overall transaction concurrent with the sale of Colonies of Margate (see Note 5). In addition, Terra Vista or an affiliate of the OGP was paid $112,270 and $115,318 during the nine months ended September 30, 1996 and 1995, respectively, for performing bookkeeping, regional management, computer and investor relations services necessary for the operation of the Partnership and its properties. Of the $112,270, $46,191 is attributable to the three months ended September 30, 1996 (compared to $37,053 paid for the three months ended September 30, 1995). NOTE 4 - INCOME PER 1% GENERAL PARTNER INTEREST AND CASH GENERAL AND LIMITED PARTNERSHIP UNIT Income per cash general and limited partnership unit was computed based on the cash general and limited partners' share of net income as reflected on the Statements of Income and Changes in Partners' Capital (Deficit) and the number of units outstanding (22,869 units). The general partners' share of net income has not been included in this computation. Income per 1% general partner interest was computed based on the general partners' share of net income as reflected on the Statements of Income and Changes in Partners' Capital (Deficit). NOTE 5 - SALE OF COLONIES OF MARGATE On August 18, 1994, the Partnership sold Colonies of Margate to an affiliate of Manufactured Home Communities, Inc. (MHC), a real estate investment trust, as part of an overall transaction for the sale of the related property management business of DAG and other mobile home communities affiliated with DAG. 11 DE ANZA PROPERTIES - X (A Limited Partnership) Notes to Financial Statements (Continued) (Unaudited) September 30, 1996 and December 31, 1995 and For the Nine and Three Months Ended September 30, 1996 and 1995 NOTE 5 - SALE OF COLONIES OF MARGATE (Continued) The sales price for the Property was $23,147,228. Additional proceeds of $557,192, which were included in the sales price for calculating the gain on sale of property and equipment, were received from MHC to fund a General Reserve. In connection with the sale, the Partnership established various reserves totaling $1,024,923. The $1,024,923 was used to establish the following reserves: MHC Reserve $181,000 General Reserve 557,192 Independent Committee Reserve 286,731 The MHC Reserve was required by MHC and released in May 1995. Accordingly, the gain on sale has been recognized and included in net income for the nine months ended September 30, 1995. The General Reserve and Independent Committee Reserve were established to fund contingent liabilities that may arise out of the MHC transaction. In September 1996, $143,366 of the Independent Committee Reserve was released. The gain on sale has been recognized and included in net income for the nine months ended September 30, 1996. Pursuant to the guidelines of Financial Accounting Standards No. 66 "Accounting for Sales of Real Estate", the Partnership deferred in 1994 the recognition of gain on that portion of the sales proceeds represented by the MHC Reserve, Independent Committee Reserve and General Reserve, totaling $1,024,923. As these reserves are released or expended, gain on sale will be recognized. At September 30, 1996 and December 31, 1995, $700,557 and $843,923, respectively, of sale proceeds have been deferred and are included in deferred gain on sale, as reflected in the balance sheets. NOTE 6 - SALE OF APTOS PINES On July 11, 1995, Aptos Pines (Aptos) was sold to a non-profit mutual benefit corporation formed by the Aptos Pines Homeowners' Association. The sales price for Aptos was $4,325,000, all cash, and an additional $35,000 was received as reimbursement of capital outlays related to the newly constructed sewer system. The Partnership incurred sales and closing costs of approximately $56,200, has distributed $4,265,000 of the proceeds to the limited and general partners and has reserved the remaining $3,800. NOTE 7 - SUBSEQUENT EVENT On October 7, 1996, the Partnership entered into a contract to sell Woodbridge Meadows Apartments to J.F. Shea Co., Inc. for $29,600,000, all cash. Escrow is scheduled to close in January 1997. If the sale occurs and no claims against the Partnership are pending, the Partnership expects to wind up and dissolve in 1997. 12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity - --------- The Partnership's quick ratio increased to 1.7:1 from 1.6:1, including unrestricted cash balances of $728,928 and $544,356 at September 30, 1996 and December 31, 1995, respectively. The increase is due to the release of a portion of the restricted cash reserves, offset in part by an increase in accounts payable and accrued expenses. The Partnership's cash balance is its immediate source of liquidity. On a long-term basis, the Partnership's liquidity is sustained primarily from cash flows from operations, which during the nine months ended September 30, 1996 were approximately $1,153,000. Should it become necessary to improve liquidity the Partnership can reduce partner distributions from operations, which totaled approximately $938,000 during the nine months ended September 30, 1996, arrange a short-term line of credit or refinance Woodbridge Meadows Apartments. In 1995 the Partnership sold Aptos Pines as discussed in Note 6 to the financial statements. The sale has reduced partnership income and therefore, liquidity. The Partnership has entered into a contract to sell its remaining property, Woodbridge Meadows Apartments, and anticipates that it will be sold in January 1997. The sale would result in the Partnership's dissolution and liquidation. Other than as described elsewhere, there are no known trends, demands, commitments, events or uncertainties known to the Partnership which are reasonably likely to materially affect the Partnership's liquidity. Capital Resources - ----------------- The Partnership anticipates spending approximately $102,000 in 1996 for physical improvements at its property, approximately $24,000 of which will be spent during the remainder of 1996. The Partnership is continuously reviewing the necessity for such expenditures in light of the expected sale of Woodbridge Meadows Apartments. Funds for these improvements will be provided by cash generated from operations and from the remaining reserves from the 1990 Margate refinancing available for improvement projects at Woodbridge. Due to the sale of Colonies of Margate and Aptos Pines discussed in Notes 5 and 6, and the distributions pursuant to the sale of Margate and Aptos Pines, the Partnership's capital resources have been reduced. The expected sale of Woodbridge Meadows Apartments in January 1997 would prompt the Partnership's dissolution. Other than as described above, there are no known material trends, favorable or unfavorable, in the Partnership's capital resources. The Partnership does not contemplate any other material changes in the mix of its capital resources, other than as described above. 13 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Results of Operations - --------------------- Since Aptos Pines was sold in July 1995, a comparison of results of operations for the nine and three months ended September 30, 1996 and 1995 would not be meaningful. However, a comparison can be done excluding the operations of Aptos Pines. Rental income, excluding Aptos Pines, increased 1.6% and 3.2% during the nine and three months ended September 30, 1996, over the same periods in 1995. The increase is due to both increased occupancy at Woodbridge and increased rental rates. Competition in the immediate area is vigorous, but the major improvements done to the property begun in 1992 and completed in 1995 are expected to allow Woodbridge to maintain a stable income stream. Competition mostly arises from Irvine Apartment Communities whose numerous properties dominate the local luxury apartment market. Other income increased during the nine months ended September 30, 1996 over the same period in 1995 due to increased fees for transfers of limited partnership units plus increased laundry income at Woodbridge. Woodbridge's increased laundry income is mostly responsible for the increase for the three months ended September 30, 1996 over the same period in 1995. Interest and dividend income decreased during the nine and three months ended September 30, 1996 over the same periods in 1995 because there were higher cash reserves during the three months ended September 30, 1995, including sale proceeds held for a short period until their distribution. Expenses, excluding Aptos Pines, decreased 3.1% and 23.0% during the nine and three months ended September 30, 1996 over the same periods in 1995. According to generally accepted accounting principles, from the time the Partnership determined to sell Woodbridge it ceased to depreciate the carrying value of the assets. This decrease in depreciation expense is mostly responsible for the decrease in overall expenses. Additionally, maintenance, repairs and supplies were lower due to lower apartment turnover, higher occupancy and lower turnkey costs. Partially offsetting these decreases were higher costs for professional fees and services due to the legal fees paid in connection with the November 1995 - January 1996 tender offer by Moraga Capital, LLC. while other expenses increased due to related investor mailings. Insurance premiums at Woodbridge increased as a result of the January 1994 Northridge earthquake centered approximately 70 miles from Woodbridge. Additionally, salaries and payroll taxes and benefits increased due to the higher leasing salaries to increase occupancy and utilities costs were higher due to increased occupancy. Other than as described above, there are no known trends or uncertainties which have had or can be reasonably expected to have a material effect on continuing operations. 14 PART II. OTHER INFORMATION ITEM NUMBER - ----------- 1. LEGAL PROCEEDINGS No new material legal proceedings were commenced during the three months ended September 30, 1996 and there are none pending. 2. CHANGES IN SECURITIES None. 3. DEFAULTS UPON SENIOR SECURITIES None. 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 5. OTHER INFORMATION A report on Form 8-K was filed on October 18, 1996 copying the letter sent to limited partners informing them of the Woodbridge sale contract. 6. EXHIBITS AND REPORTS ON FORM 8-K Exhibit 10.1-Contract to sell Woodbridge dated October 7, 1996....Page 17 15 PART II. OTHER INFORMATION (Continued) SIGNATURES 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 thereunto duly authorized. DE ANZA PROPERTIES - X (Registrant) By DE ANZA CORPORATION A California Corporation Operating General Partner Date: November 13, 1996 By /s/ Michael D. Gelfand ---------------------- Michael D. Gelfand President and Chief Financial Officer 16