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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
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DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
DE ANZA PROPERTIES-X
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 0-8942 95-3005938
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
9171 WILSHIRE BOULEVARD, SUITE 627
BEVERLY HILLS, CALIFORNIA 90210
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(310) 550-1111
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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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
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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
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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
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Herbert M. Gelfand
Chairman of the Board
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INDEX TO EXHIBITS
Exhibit Number Description
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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