0000921749-95-000027.txt : 19950821 0000921749-95-000027.hdr.sgml : 19950821 ACCESSION NUMBER: 0000921749-95-000027 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950818 SROS: NONE GROUP MEMBERS: HIGH RIVER LIMITED PARTNERSHIP GROUP MEMBERS: ICAHN CARL C ET AL GROUP MEMBERS: RIVERDALE INVESTORS CORP., INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCNEIL REAL ESTATE FUND X LTD CENTRAL INDEX KEY: 0000312812 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 942577781 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48302 FILM NUMBER: 95565364 BUSINESS ADDRESS: STREET 1: 13760 NOEL ROAD STE 700 STREET 2: LB70 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2144485800 MAIL ADDRESS: STREET 1: 13760 NOEL ROAD SUITE 700 LB 70 CITY: DALLAS STATE: TX ZIP: 75240 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 SC 14D1/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 3)* MCNEIL REAL ESTATE FUND X, LTD. (Name of Subject Company [Issuer]) HIGH RIVER LIMITED PARTNERSHIP CARL C. ICAHN (Bidders) LIMITED PARTNERSHIP UNITS (Title of Class of Securities) 582568 87 9 (CUSIP Number of Class of Securities) Keith L. Schaitkin, Esq. Gordon Altman Butowsky Weitzen Shalov & Wein 114 West 47th Street, 20th Floor New York, New York 10036 (212) 626-0800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) Calculation of Filing Fee ------------------------------------------------------------------- Transaction Amount of filing fee: $1,118.55 Valuation*: $4,376,952 ------------------------------------------------------------------- * For purposes of calculating the fee only. This amount assumes the purchase of 60,791 units of limited partnership interest (the "Units") of the subject partnership for $92.00 per Unit. The amount of the filing fee, calculated in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the aggregate of the cash offered by the bidder. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $1,118.55 Form or Registration No.: Schedule 14D-1, dated August 3, 1995 Filing Party: High River Limited Partnership & Carl C. Icahn Date Filed: August 4, 1995 and August 9, 1995 *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). AMENDMENT NO. 3 TO SCHEDULE 14D-1 This Amendment No. 3 to Schedule 14D-1 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed by High River Limited Partnership, a Delaware limited Partnership ("High River"), Riverdale Investors Corp., Inc., a Delaware corporation ("Riverdale"), and Carl C. Icahn (collectively, the "Reporting Persons") with the U.S. Securities and Exchange Commission (the "Commission") on August 4, 1995, as amended by Amendment No. 1 filed with the Commission on August 9, 1995 and Amendment No. 2 filed with the Commission on August 14, 1995. All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Offer to Purchase dated August 3, 1995, as amended through August 7, 1995 (the "Offer to Purchase") and the related Assignment of Partnership Interest, as amended through August 7, 1995 (collectively with the Offer to Purchase, the "Offer"). Item 3. Past Contacts, Transactions or Negotiations with the Subject Company. Item 3(b) is hereby amended to add the following: (b) On August 17, 1995, the Purchaser sent a letter (the "Letter") to McNeil Partners, L.P., the general partner of the Partnership (the "General Partner"), requesting that the General Partner agree to cooperate in satisfying certain conditions of the Offer and to facilitate the transfer of Units, thereby enabling Limited Partners who wished to sell their Units pursuant to the Offer to do so. The information set forth in the Letter, a copy of which is attached hereto as Exhibit 12, is incorporated herein by reference. Item 11. Materials to be Filed as Exhibits. The following document is filed as an exhibit to this Schedule 14D-1: (g) Exhibit 12 Letter dated August 17, 1995, from the Purchaser to McNeil Partners, L.P. SIGNATURES After due 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. Dated: August 18, 1995 HIGH RIVER LIMITED PARTNERSHIP By: Riverdale Investors Corp., Inc. Title: General Partner By: /s/ Robert J. Mitchell Robert J. Mitchell Title: Vice President and Treasurer RIVERDALE INVESTORS CORP., INC. By: /s/ Robert J. Mitchell Robert J. Mitchell Title: Vice President and Treasurer /s/ Carl C. Icahn Carl C. Icahn [Signature Page for Amendment No. 3 to McNeil Real Estate Fund X, Ltd. Schedule 14D-1] EXHIBIT INDEX Page Number ----------- Exhibit 12 Letter dated August 17, 1995, from the Purchaser to McNeil Partners, L.P. EX-99 2 EXHIBIT 12 HIGH RIVER LIMITED PARTNERSHIP 100 South Bedford Road Mount Kisco, NY 10549 August 17, 1995 McNeil Partners, L.P. 13760 Noel Road, Suite 700, LB70 Dallas, Texas 75240 Ladies and Gentleman: This letter is sent to you in your capacity as general partner (the "General Partner") of the following limited partnerships: McNeil Pacific Investors Fund 1972 ("Pacific 1972"), McNeil Real Estate Fund V, Ltd. ("McNeil V"), McNeil Real Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd., McNeil Real Estate Fund XI, Ltd., McNeil Real Estate Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund XX, L.P., McNeil Real Estate Fund XXIV, L.P. and McNeil Real Estate Fund XXV, L.P. (collectively, the "Partnerships" and each a "Partnership"). Reference is made to the separate Offers to Purchase Units of Limited Partnership Interest, each dated August 3, 1995 (as thereafter amended), commenced by the undersigned (the "Purchaser") in respect of each of the Partnerships (as supplemented or amended, collectively, the "Offers to Purchase"). Reference is further made to the separate Assignments of Partnership Interest associated with each of the Offers to Purchase, copies of which have been annexed hereto as Exhibits "A" through "J" (collectively, the "Assignments of Partnership Interest" and together with the Offers to Purchase and all related documentation, the "Offers"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offers. The purpose of this letter is to confirm that certain ministerial actions and activities necessary to complete a transfer to the Purchaser of Units to be purchased pursuant to the Offers will be taken and to assure the cooperation of the General Partner in the transfer process so that each of the limited partner of each Partnership (the "Limited Partners") who may desire to tender and sell Units to the Purchaser will have the opportunity to do so. Please execute this letter in the space provided below so as to reflect your agreement as the general partner of each Partnership and the agreement of each Partnership, as follows: 1. The form of the Assignments of Partnership Interest each constitute a written instrument of transfer and assignment satisfactory to the General Partner (and not in contravention of the provisions of any Partnership Agreement) and, upon presentation thereof in duly executed and appropriately completed form (pursuant to the Instructions contained in such Assignments of Partnership Interest) shall be and be deemed to be sufficient to: (a) transfer and assign each Unit tendered (the "Tendered Units") pursuant to each of such Assignments of Partnership Interest to the Purchaser; and (b) cause the Partnership to admit the Purchaser as a substitute Limited Partner in respect of the Tendered Units. 2. The form of transfer agreement (the "Transfer Agreement") annexed hereto as Exhibit "K" is satisfactory to the General Partner and, when appropriately executed and completed by the Purchaser or its designee, shall be and be deemed to be sufficient to satisfy any requirement in any Partnership Agreement with respect to the submission of a transfer application or other written instrument of acceptance to the same effect, or any acceptance and/or adoption of the provisions of any Partnership Agreement (including, without limitation, any power of attorney provisions). 3. The form of opinion of counsel annexed hereto as Exhibit "L" is satisfactory to the General Partner and when executed and delivered by counsel contemplated therein will satisfy the provisions of Section 12.6 of the Partnership Agreement for each of the following eight partnerships: McNeil Real Estate Fund IX; X; XI; XIV; XV; XX; XXIV and XXV (the "Specified Partnership Agreements"). 4. The form of the Statements of Destroyed, Lost or Stolen Certificate(s) ("Statements") contained in each of the Assignments of Partnership Interest are satisfactory to the General Partner and, upon presentation thereof duly executed by an owner of Units and appropriately completed (pursuant to the Instructions contained in the Assignments of Partnership Interest) shall: (a) be and be deemed effective to cause the Partnership to issue a new Certificate or Certificates of Limited Partnership Interest to replace the Certificate or Certificates which are claimed as destroyed, lost or stolen in the Statements, which will then be and be deemed to be included in the tender of Units to the Purchaser as applicable; and (b) shall not impair the effectiveness of the associated Assignments of Partnership Interest in any way. 5. The General Partner shall take all action as is necessary to register the transfer of Units to the Purchaser and to complete the admission of the Purchaser to the Partnerships as a substitute Limited Partner (including any amendment of the Partnership Agreements, if applicable) as promptly as practicable following the submission by the Purchaser to the General Partner of the documentation referred to in paragraphs 1 through 4 above and the Certificates associated with the Tendered Units (or the Statements, where appropriate) (without regard to the next regular admission date), and the General Partner will provide and grant any consent or approval relating thereto required under the applicable Partnership Agreements. Such transfer and substitution shall be recorded on the books and records of the appropriate Partnerships and registered on the Unit register or other records of such Partnership. Upon such admission, the General Partner will provide a letter to the Purchaser acknowledging the admission of the Purchaser to each Partnership as a substitute Limited Partner and specifying the number of Units held by the Purchaser as reflected on the books and records and register of the Partnership and issue to the Purchaser Certificates representing the same. 6. There are no: (i) procedures or requirements which would be required to be performed or satisfied; (ii) documents required to be delivered by the Purchaser or other person; or (iii) consents, approvals or authorizations of any governmental or other authority required, for the Purchaser to complete or obtain the completion of any transfer of Units or registration thereof by or with respect to any Partnership or be admitted as a substitute Limited Partner of each of the Partnerships, other than the delivery of documents contemplated in paragraph 5 above. All necessary consents and approvals of all transfer agents for any of the Partnerships is set forth below. Notwithstanding the provisions of Section 8.1 of the Partnership Agreement for Pacific 1972, presentment and delivery of a holder's copy of the Restated Certificate and Agreement of Limited Partnership (as referred to in such Partnership Agreement) is not required for any tender, sale or transfer of Units or the completion of the matters contemplated in paragraph 5 above. Each of the Partnerships issues certificates evidencing ownership of Units therein. The General Partner has not, and prior to the completion of actions contemplated in paragraph 5 above, will not, issue new or replacement certificates pursuant to Sections 12.1(b) or (c) of the Specified Partnership Agreement. 7. Upon the expiration of the Offers, each Partnership will furnish to the Purchaser such information as it requests to: (i) verify that the persons purporting to transfer Units to the Purchaser pursuant to the Offers are in fact the owners of such Units as reflected on the Partnership's books and records or register; (ii) confirm the number of Units owned (and/or being tendered) by any person; and (iii) make any determination under the applicable Partnership Agreements regarding numbers of Units required to be retained by any person tendering only a portion of its Units. In addition, with respect to McNeil V, at the request of the Purchaser, the General Partner will provide to the Purchaser such information as is necessary to ascertain the number of Units of such Partnership that may be purchased without violation of Section 12.3 thereof as it relates to Section 708 of the Internal Revenue Code of 1954, as amended. 8. The only fees which will be charged in connection with the transfer of Units pursuant to the Offers including, without limitation, transfer fees, assignment fees, fees in connection with the issuance of new Certificates, fees for taxes or other governmental charges and fees and expenses of transfer agents will be a fee of $75.00 ($50.00 in the case of Pacific 1972) for each transfer of Units by a transferee to the Purchaser (regardless of the number of Units involved in such transfer); provided that if a transferee is an owner of Units in more than one Partnership then the $75.00 fee would apply separately to each transfer of Units (regardless of the number of Units involved in such transfer) with respect to each Partnership. 9. The General Partner agrees to, and to cause the Partnership and its agents to, execute, acknowledge, deliver, file and record such documents, certificates, and instruments and to do all such other acts and things, as may be required, necessary or advisable, to carry out the full intents and purposes of this letter and to facilitate the completion of the transactions and activities contemplated herein. In this regard, the General Partner will, among other things, cooperate with the Purchaser so as to enable the Purchaser to purchase in the Offer, Units tendered by any person who has submitted to a Partnership documents necessary to acquire Units purchased by such person, but who has not yet been admitted as a limited partner. Given the exigencies of the Offers we request that you respond to this letter on or before August 21, 1995. If you have any questions regarding this letter or comments on particular portions of this letter, please have your attorney contact Theodore Altman, Esq at (212) 626-0812 or Keith L. Schaitkin, Esq. at (212) 626-0838. Very truly yours, High River Limited Partnership By: Riverdale Investors Corp., Inc., general partner By: /s/ Richard T. Buonato Richard T. Buonato Agreed and Acknowledged: McNeil Partners, L.P. By:______________________ cc: Patrick Foye, Esq. The undersigned transfer agents for the Partnerships specified next to their respective names hereby agree and acknowledge that to the extent its consent or approval is required under any Partnership Agreement with respect to any document or matter referred to above in this letter, that the same is hereby given. Transfer Agent: Partnership(s) ____________________________ _________________________ Name (Please Print) (Please Complete as Applicable) By:_________________________ , Title Transfer Agent: Partnership(s) ____________________________ _________________________ Name (Please Print) (Please Complete as Applicable) By:_________________________ , Title Transfer Agent: Partnership(s) ____________________________ _________________________ Name (Please Print) (Please Complete as Applicable) By:_________________________ , Title Transfer Agent: Partnership(s) ____________________________ _________________________ Name (Please Print) (Please Complete as Applicable) By:_________________________ , Title Transfer Agent: Partnership(s) ____________________________ _________________________ Name (Please Print) (Please Complete as Applicable) By:_________________________ , Title Transfer Agent: Partnership(s) ____________________________ _________________________ Name (Please Print) (Please Complete as Applicable) By:_________________________ , Title Transfer Agent: Partnership(s) ____________________________ _________________________ Name (Please Print) (Please Complete as Applicable) By:_________________________ , Title Transfer Agent: Partnership(s) ____________________________ _________________________ Name (Please Print) (Please Complete as Applicable) By:_________________________ , Title Transfer Agent: Partnership(s) ____________________________ _________________________ Name (Please Print) (Please Complete as Applicable) By:_________________________ , Title Transfer Agent: Partnership(s) ____________________________ _________________________ Name (Please Print) (Please Complete as Applicable) By:_________________________ , Title EXHIBITS "A" THROUGH "J" Exhibits "A" through "J" are incorporated herein by reference to Amendment No. 1 to Schedules 14D-1 filed on August 9, 1995, by the Purchaser regarding McNeil Pacific Investors Fund 1972, McNeil Real Estate Funds V, IX, X, XI, XIV and XV, Ltd. and McNeil Real Estate Fund XX, XXIV and XXV, L.P., respectively. EXHIBIT K TRANSFER AGREEMENT High River Limited Partnership, a Delaware limited partnership (the "Transferee"), the transferee and assignee of Units (the "Units") of Limited Partnership Interest in _________________ (the "Partnership"), hereby: (i) agrees to be bound by the terms and conditions of the Partnership Agreement of the Partnership (the "Partnership Agreement"); (ii) represents and warrants that it has all right, power and authority to enter into the Partnership Agreement and to apply for transfer of the Units in the name of Transferee; (iii) appoints McNeil Partners, L.P., the Partnership's general partner, its successors and assigns (the "General Partner") Transferee's attorney-in-fact to execute, swear to, acknowledge and file any document necessary or appropriate for Transferee's admission as a Limited Partner in the Partnership and as a party to the Partnership Agreement; (iv) grants the power of attorney to the General Partner provided for in the Partnership Agreement; (v) gives the waivers and consents contained in the Partnership Agreement; (vi) executes the Partnership Agreement; and (vii) requests, seeks and demands to be admitted thereto as a limited partner. High River Limited Partnership By: Riverdale Investors Corp., Inc., general partner By:_______________________ EXHIBIT L ____________, 1995 McNeil ____________ Attn: McNeil Partners, L.P. 13760 Noel Road, Suite 700, LB70 Dallas, Texas 75240 Ladies and Gentlemen: We have represented High River Limited Partnership ("High River") in connection with its offer (the "Offer") to purchase limited partnership interests ("Units") in McNeil _____________ (the "Partnership"). We are furnishing this opinion pursuant to Section 12.6 of the partnership agreement of the Partnership. We are of the opinion that transfers of Units made pursuant to the Offer will not result in the Partnership being classified as a "publicly traded partnership" for federal income tax purposes for the year in which such transfers take place. Very Truly Yours ____________ [FN] To be addressed and refer to each of McNeil Real Estate Fund IX; X; XI; XIV; XV; XX; XXIV and XXV