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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
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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
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De Anza Properties - X
April 3, 1996
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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.
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De Anza Properties - X
April 3, 1996
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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
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Name: C.E. Patterson
Title: Member
Real Estate Securities Fund 1983
By: /s/ C.E. Patterson
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Name: C.E. Patterson
Title: President of GP
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April 3, 1996
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MacKenzie Fund III
By: /s/ C.E. Patterson
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Name: C.E. Patterson
Title: President of GP
MacKenzie Fund V
By: /s/ C.E. Patterson
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Name: C.E. Patterson
Title: President of GP
MacKenzie Fund VI
By: /s/ C.E. Patterson
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Name: C.E. Patterson
Title: President of GP
MacKenzie Specified Income Fund
By: /s/ C.E. Patterson
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Name: C.E. Patterson
Title: President of GP
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April 3, 1996
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MacKenzie Patterson Special Fund
By: /s/ C.E. Patterson
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Name: C.E. Patterson
Title: President of GP
Previously Owned Partnerships
Income Fund 2
By: /s/ C.E. Patterson
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Name: C.E. Patterson
Title: President of GP
Previously Owned Mortgage
Partnerships Income Fund 3, L.P.
By: /s/ C.E. Patterson
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Name: C.E. Patterson
Title: President of GP
Vanderbilt Income and Growth
Associates, L.L.C.
By: /s/ Michael L. Ashner
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Name: Michael L. Ashner
Title: Managing Director