0000921749-95-000087.txt : 19950914 0000921749-95-000087.hdr.sgml : 19950914 ACCESSION NUMBER: 0000921749-95-000087 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950908 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 XI LTD CENTRAL INDEX KEY: 0000318140 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 942669577 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48306 FILM NUMBER: 95572212 BUSINESS ADDRESS: STREET 1: 13760 NOEL ROAD STREET 2: SUITE 700 LB70 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2144485800 MAIL ADDRESS: STREET 1: 13760 NOEL ROAD SUITE 700 LB70 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. 9)* MCNEIL REAL ESTATE FUND XI, 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: $906.14 Valuation*: $4,530,708 ------------------------------------------------------------------- * For purposes of calculating the fee only. This amount assumes the purchase of 71,916 units of limited partnership interest (the "Units") of the subject partnership for $63.00 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: $906.14 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). AMENDMENT NO. 9 TO SCHEDULE 14D-1 This Amendment No. 9 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, 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 and Amendment No. 8 filed with the Commission on September 7, 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, as amended through August 7, 1995 (collectively with the Offer to Purchase, the "Offer"). Item 3. Past Contracts, Transactions or Negotiations With the Subject Company Item 3(b) is hereby amended to add the following: (b) The information set forth in Exhibit 22 attached hereto is incorporated herein by reference. Item 10. Additional Information Item 10(a) is hereby amended to add the following: (a) The information set forth in Exhibit 22 attached hereto 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: (c) Exhibit 22 Letter Agreement dated September 7, 1995 by and among Carl C. Icahn, High River and 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: September 8, 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/ Theodore Altman Carl C. Icahn By: Theodore Altman as Attorney-in-fact [Signature Page for Amendment No. 9 to McNeil Real Estate Fund XI, Ltd. Schedule 14D-1] EXHIBIT INDEX Page Number ----------- Exhibit 22 Letter Agreement dated September 7, 1995 by and among Carl C. Icahn, High River and McNeil Partners, L.P. EX-10 2 HIGH RIVER LIMITED PARTNERSHIP September 7, 1995 Robert A. McNeil Carole J. McNeil McNeil Partners, L.P. 13760 Noel Road, Suite 700 Dallas, Texas 75240 Dear Mr. and Mrs. McNeil: Reference is made to the letter agreement among the undersigned and McNeil Investors, Inc., a copy of which is annexed hereto as Exhibit A (the "August 24th Letter Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the August 24th Letter Agreement. The parties to this letter agreement hereby agree that, except as otherwise hereafter agreed in writing by the such parties: 1. The August 24th Letter Agreement is hereby amended by substituting "September 12, 1995" for "September 7, 1995" in Paragraphs 1, 2, 3, 5 and 6 of such August 24th Letter Agreement. 2. McNeil Partners shall have the absolute right, from time to time through 12 o'clock noon on September 11, 1995, to require High River to extend, and upon receipt of written notice from McNeil Partners, High River shall unconditionally extend, the expiration date of the Offers to Purchase and High River shall, upon receipt of such notice, issue a press release no later than the next business day announcing such extension; provided, however, under no circumstances shall McNeil Partners have the right to require High River to extend the expiration date of the Offers to Purchase beyond September 25, 1995. 3. Each party to this letter agreement represents and warrants to the other party to this letter agreement that during the period commencing upon the termination of its obligations under Paragraphs 1, 2, 3, 5 and 6 of the August 24th Letter Agreement (the "Obligations") and ending upon the execution of this letter agreement, it has not done any act which would have violated the Obligations had they been in effect at that time. 4. Nothing in this letter agreement shall be deemed to be, or shall be, a waiver by either party to this letter agreement of its respective rights under the August 24th Letter Agreement. If the foregoing is acceptable to you, please so indicate by executing this letter in the space provided below. Very truly yours, High River Limited Partnership By: Riverdale Investors Corp., Inc. ______________________________ Edward E. Mattner _____________________ Carl C. Icahn Agreed and Accepted McNeil Partners, L.P. By: McNeil Investors, Inc. __________________________ Robert A. McNeil Chairman __________________________ Carole J. McNeil Co-Chairman