-----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, M17STUIQ7jrm0JqgNnISpuQ+eIGVghbcadDxcN3bd1qMxJPThMOeAsOuvbhis3th 4LshYjI2MJR0+yMS0+y9JA== 0000921749-95-000214.txt : 19951120 0000921749-95-000214.hdr.sgml : 19951120 ACCESSION NUMBER: 0000921749-95-000214 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951115 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: 95593673 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. 21)* (Final Amendment) 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 (notwithstanding a subsequent reduction in the purchase price). 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 *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). SCHEDULE 14D-1/SCHEDULE 13D CUSIP No. Page of Pages 1 NAME OF REPORTING PERSON High River Limited Partnership S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,761 Units (See Item 6 below) 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.79% 10 TYPE OF REPORTING PERSON* PN SCHEDULE 14D-1/SCHEDULE 13D CUSIP No. Page of Pages 1 NAME OF REPORTING PERSON Riverdale Investors Corp., Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,761 Units (See Item 6 below) 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.79% 10 TYPE OF REPORTING PERSON* CO SCHEDULE 14D-1/SCHEDULE 13D CUSIP No. Page of Pages 1 NAME OF REPORTING PERSON Carl C. Icahn S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,010 Units (See Item 6 below) 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7% 10 TYPE OF REPORTING PERSON* IN SCHEDULE 14D-1/SCHEDULE 13D CUSIP No. Page of Pages 1 NAME OF REPORTING PERSON Unicorn Associates Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,249 Units (See Item 6 below) 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.92% 10 TYPE OF REPORTING PERSON* CO AMENDMENT NO. 21 TO SCHEDULE 14D-1 AND SCHEDULE 13D This Amendment No. 21 (final amendment) to Schedule 14D-1 constitutes the final amendment to 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, a citizen of the United States (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, Amendment No. 2 filed with the Commission on August 14, 1995, Amendment No. 3 filed with the Commission on August 18, 1995, Amendment No. 4 filed with the Commission on August 21, 1995, Amendment No. 5 filed with the Commission on August 22, 1995, Amendment No. 6 filed with the Commission on August 25, 1995, Amendment No. 7 filed with the Commission on August 31, 1995, Amendment No. 8 filed with the Commission on September 7, 1995, Amendment No. 9 filed with the Commission on September 8, 1995, Amendment No. 10 filed with the Commission on September 12, 1995, Amendment No. 11 filed with the Commission on September 15, 1995, Amendment No. 12 filed with the Commission on September 15, 1995, Amendment No. 13 filed with the Commission on September 18, 1995 Amendment No. 14 filed with the Commission on September 28, 1995, Amendment No. 15 filed with the Commission on September 29, 1995 Amendment No. 16 filed with the Commission on October 2, 1995, Amendment No. 17 filed with the Commission on October 2, 1995, Amendment No. 18 filed with the Commission on October 11, 1995, Amendment No. 19 filed with the Commission on October 12, 1995, and Amendment No. 20 filed with the Commission on November 13, 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 and supplemented from time to time (the "Offer to Purchase") and the related Assignment of Partnership Interest (collectively with the Offer to Purchase, the "Offer"). Item 11. Materials to be Filed as Exhibits. (a) The Press Release filed as Exhibit 38 to Amendment No. 20 was a draft that was filed inadvertently and was not released. That document is hereby deleted and replaced in its entirety by the Press Release dated November 7, 1995 which is attached hereto as Exhibit 42. 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: November 15, 1995 HIGH RIVER LIMITED PARTNERSHIP By: Riverdale Investors Corp., Inc. Title: General Partner By: /s/ Edward Mattner Edward Mattner Title: President RIVERDALE INVESTORS CORP., INC. By: /s/ Edward Mattner Edward Mattner Title: President UNICORN ASSOCIATES CORPORATION By: /s/ Edward Mattner Edward Mattner Title: President /s/ Theodore Altman Carl C. Icahn By: Theodore Altman as Attorney-in-fact [Signature Page for Amendment No. 21 to McNeil Real Estate Fund X, LTD. Schedule 14D-1] EXHIBIT INDEX Page Number ----------- Exhibit 42 Press Release dated November 7, 1995 EX-99 2 FOR IMMEDIATE RELEASE Contact: Tina Simms (212) 921-3355 HIGH RIVER SUES McNEIL New York, New York, November 7, 1995 -- High River Limited Partnership ("High River"), announced today that it is filing a complaint in federal court in New York against Robert McNeil and certain of his affiliates. The complaint contains claims for waste and mismanagement and alleges that McNeil Partners, the purported general partner of various partnerships, was not properly admitted as a general partner of certain of those partnerships, but rather "took control of the partnerships...greatly increased his compensation ...and purported to insulate himself from liability for misconduct as a general partner" in violation of applicable law. The complaint seeks, among other things, an accounting of fees paid to McNeil Partners and its affiliates and the return of fees paid to such persons dating back to 1991. The complaint seeks to compel the McNeils to complete the administrative steps necessary to transfer to High River units of limited partnership interest in each of McNeil Pacific Investors Fund 1972, McNeil Real Estate Fund V, Ltd., 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") which were tendered to High River pursuant to its tender offers for such units. -----END PRIVACY-ENHANCED MESSAGE-----