-----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, BuOM/yiGmWtp3iblI2w4cAsyb07po1hX/SOILbmWmJxUFvz5VEVKdsiy2yXBglWo ULqG84j0v/ZvQQH/E/2pkw== 0000921749-96-000117.txt : 19960806 0000921749-96-000117.hdr.sgml : 19960806 ACCESSION NUMBER: 0000921749-96-000117 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960805 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48306 FILM NUMBER: 96603891 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 13D/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 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* McNeil Real Estate Fund XI, Ltd. (Name of Issuer) Limited Partnership Units (Title of Class of Securities) 582568 30 9 (CUSIP Number) 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) August 2, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box //. Check the following box if a fee is being paid with the statement //. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 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). Page 1 of 7 Pages SCHEDULE 13D CUSIP No. 582568 30 9 Page 2 of 8 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 8202 Units (See Item 5 below) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 8202 Units (See Item 5 below) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8202 (See Item 5 below) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% (see Item 5 below) 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 582568 30 9 Page 3 of 8 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 8202 Units (See Item 5 below) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 8202 (See Item 5 below) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8202 Units (See Item 5 below) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% (See Item 5 below) 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 582568 30 9 Page 4 of 8 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 9638 Units (See Item 5 below) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 9638 Units (See Item 5 below) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9638 Units (See Item 5 below) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% (See Item 5 below) 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 582568 30 9 Page 5 of 8 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 1436 Units (See Item 5 below) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 1436 Units (See Item 5 below) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1436 Units (See Item 5 below) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% (See Item 5 below) 14 TYPE OF REPORTING PERSON* CO AMENDMENT NO. 4 TO SCHEDULE 13D This statement ("Statement") constitutes Amendment No. 4 to the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on November 13, 1995 (the "Initial Filing"), as amended by Amendment No. 1 to the Initial Filing filed with the Commission on November 20, 1995, as amended by Amendment No. 2 filed with the Commission on January 16, 1996 as amended by Amendment No. 3 filed with the Commission on May 24, 1996. Unless otherwise indicated, capitalized terms used herein but not defined shall have the meanings ascribed to them in the Initial Filing. This Statement hereby amends the items identified below, or the particular paragraphs of such items which are identified below. Item 4. Purpose of Transaction Item 4 is hereby amended to add the following: On August 2, 1996, High River entered into a letter agreement (the "Letter Agreement") with Herbert Beigel, plaintiffs' counsel ("Plaintiffs' Counsel") in the Schofield, et al. v. McNeil Partners, L.P. et. al. class action and derivative suit (the "Litigation"), pursuant to which, among other things, High River agreed to commence tender offers (the "Tender Offers") within the next six months for any and all outstanding Units of McNeil Pacific Investors Fund 1972, McNeil Real Estate Funds V, IX, X, XI, XIV and XV, Ltd., and McNeil Real Estate Funds XX, XXIV and XXV, L.P. (collectively, the "Partnerships"), as described more fully in Item 6 of this Schedule 13D. Item 5. Interest in Securities of the Issuer Item 5(a) is hereby amended to add the following: (a) McNeil Real Estate Management, Inc., the transfer agent of Units, confirmed that, as of August 1, 1996, a total of 9638 Units are owned by the Reporting Persons. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Item 6 is hereby amended to add the following: The Letter Agreement, a copy of which is attached hereto as Exhibit 1, provides, among other things, that (i) High River will commence, as soon as possible, but in no event more than 6 months, the Tender Offers for any and all of the outstanding Units of the Partnerships at a price that is not less than 75% of the estimated liquidation value of the Units (as determined by utilizing the same methodology that was used to determine the liquidation values in High River's previous tender offers for the Partnerships), which Tender Offers may be subject to such other terms and conditions as High River determines in its sole discretion; (ii) in the event that High River attains the position of general partner in any of the Partnerships: (a) High River will take all actions necessary to cause a 25% reduction of fees of such Partnership(s), including the current management incentive distribution fee, (b) High River will not cause such Partnership(s) to take any action to discontinue the Litigation with respect to receivable claims (the "Receivable Claims"), and (c) High River and Plaintiffs' Counsel will in good faith execute an appropriate Stipulation of Settlement based upon the terms of the Letter Agreement, which stipulation shall not include a settlement or provide a release of the Receivable Claims; and (iii) from and after the date of the Letter Agreement, Plaintiffs' Counsel will not enter into any settlement of the claims asserted in the Litigation which does not provide for all of the consideration contained in that certain demand letter dated June 24, 1996, a copy of which is attached hereto as Exhibit 2. Item 7. Material to be Filed as Exhibits Exhibit 1 Letter Agreement between High River Limited Partnership and Herbert Beigel dated August 1, 1996. Exhibit 2 Demand letter sent to Marco Schnabl, Pat Foye and Ira Matetsky from Herbert Beigel, Andrew D. Friedman, Lawrence Kolker and Lynda J. Grant dated June 24, 1996. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statements is true, complete and correct. Dated: August 5, 1996 HIGH RIVER LIMITED PARTNERSHIP By: Riverdale Investors Corp., Inc., its 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. 4 to McNeil Real Estate Fund XI, Ltd. Schedule 13D] EX-99 2 Letterhead of BEIGEL SCHY LASKY RIFKIND FERTIK & GELBER August 2, 1996 Edward E. Mattner High River Limited Partnership 114 West 47 Street Room 1925 New York, New York 10036 Re: Schofield, et al. v. McNeil Partners, L.P., et al. BC 133799 (Sup. Ct. of Calif.) Dear Mr. Mattner This letter will memorialize the agreement between counsel for the plaintiffs in the referenced class action and derivative action (the "Litigation") and High River Limited Partnership ("High River") regarding the settlement of the Litigation. Any settlement contemplated herein is subject to various conditions, including the execution of a stipulation of settlement, approval by the appropriate court, and notice to the limited partners of the partnerships named as nominal defendants in the Litigation which are listed on Exhibit "A" hereto (the "Partnerships"). In order to induce High River to commence tender offers for any and all outstanding Units of the Partnerships pursuant to the terms set forth below (the "Tender Offers") and provide the additional consideration set forth below in the event that High River attains the position of general partner of the Partnerships - -- whether through a vote of limited partners or the acquisition of the entities that currently own the general partnership interests (the "Current General Partners"), Plaintiffs' counsel would agree Edward E. Mattner August 2, 1996 Page Two (2) to settle all of the claims asserted in the Litigation against the General Partner upon the following terms: 1. High River will commence, as soon as possible, but in no event more than six (6) months, the Tender Offers for any and all of the outstanding units of the Partnerships at a price that is not less than 75% of the estimated liquidation value of the Units. The Tender Offers may be subject to such other terms and conditions as High River determines in its sole discretion. For the purposes of this agreement, "liquidation value" means a current liquidation value determined by utilizing the same methodology that was used to determine the liquidation values in High River's previous tender offers for Units of several of the Partnerships; 2. High River agreed that, in the event High River attains the position of general partner in any of the Partnerships, it will take all actions necessary to cause a 25% reduction of all fees, including the current management incentive distribution ("MID") fee, that are, or could be deemed to be, payable by such Partnership(s) to the General Partner and/or its affiliates under the current Amended and Restated Partnership Agreement(s) for such Partnership(s); and 3. High River agrees that, in the event that it becomes the General Partner in any of the Partnerships, it will not cause such Partnership(s) to take any action to discontinue the Litigation with respect to the Receivable Claims. For purposes of this agreement, the "Receivable Claims" means those claims asserted against the Current General Partner which seek the Partnerships' receipt of all monies to which the Current General Partner claims it is owed by the Partnerships and monies previously paid by the Partnerships to the Current General Partner and its affiliates for fees they claimed were owed under the current Partnership Agreements. Plaintiffs agree that from the date of this letter agreement forward they will not enter into any settlement of the claims asserted in the litigation against the Current General Partner and its affiliates, including the Receivable Claims that does not provide for all of the consideration contained in the attached demand letter sent to the Current General Partner. In the event that High River attains the position of general partner in any of the Partnerships, the parties hereto will in good faith execute an appropriate Stipulation of Settlement based on the terms of this agreement. Such Stipulation shall not, in any event, purport to settle or provide a release of the Receivable Claims. In addition, the parties will in good faith execute any such other documentation as may be required to obtain Court approval of the Settlement. If you have any questions, please do not hesitate to contact the undersigned. Very Truly yours, /S/ Herbert Beigel By: Herbert Beigel AGREED TO BY HIGH RIVER LIMITED PARTNERSHIP /S/ Edward Mattner By: Edward Mattner EXHIBIT "A" McNEIL PACIFIC INVESTORS FUND 1972, LTD. 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. McNEIL REAL ESTATE FUND XXV; L.P. EX-99 3 Letterhead of WECHSLER HARWOOD HALEBIAN & FEFFER LLP June 24, 1996 Marco Schnabl, Esq. Pat foye, Esq. Ira Matetsky, Esq. Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, New York 10022 Re: McNeil Limited Partnerships Dear Messrs. Schnabl, Foye and Matetsky: As you know, we have previously engaged in preliminary settlement discussions in connection with the McNeil Limited Partnership Litigation. In connection with such discussions, you requested that we provide you with a draft of the consolidated complaint that we intend to file, after some revisions in the California State Court. This document will be sent to you under separate cover. In an effort to allow your client another opportunity to settle the claims asserted in the litigation, the undersigned counsel, on behalf of the putative class, would be willing to settle the class and derivative claims against the Defendants for no less than the following consideration: 1. The General Partner, or its affiliates, will cause a 25% reduction of all General Partner fees, including the management distribution fees, that are currently payable by the Partnerships to the General Partner and/or its affiliate; 2. The General Partners will waive all claims for outstanding receivables claimed to be owed to them by the partnerships (and return to the Partnerships all receivables actually paid in the last 2 years); and 3. The defendants will provide a liquidity option for the Limited Partners by commencing, or causing the General Partners to take all steps to solicit third parties to commence, tender offers for any and all, but in no event less than 40%, of the outstanding limited partnership units in an amount that exceeds the prices paid for the previous tender offers commenced by High River Limited Partnership. The agreement contemplated herein is subject to various conditions, including the execution of a stipulation of settlement, approval by the appropriate court, and notice to the limited partners of the Partnerships. Please be advised that the above proposal will remain open until 5:00 p.m. on Thursday, June 27, 1996. Very Truly yours, /S/ Herbert Beigel By: Herbert Beigel /S/ Andrew D. Friedman By: Andrew D. Friedman /S/ Lawrence Kolker By: Lawrence Kolker /S/ Lynda J. Grant By: Lynda J. Grant -----END PRIVACY-ENHANCED MESSAGE-----