-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, AnZlV2tc9NVtUmmAn1clC2i6znWVALm6q2pzVSGMbCaS347PnfgFIPwl3xhBGB01 k5tC+PuZx5jrcIwf+Ra9MA== 0000912057-95-005940.txt : 19950807 0000912057-95-005940.hdr.sgml : 19950807 ACCESSION NUMBER: 0000912057-95-005940 CONFORMED SUBMISSION TYPE: SC 14D1 CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19950804 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCNEIL PACIFIC INVESTORS FUND 1972 CENTRAL INDEX KEY: 0000064309 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 946279375 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1 SEC ACT: 1934 Act SEC FILE NUMBER: 005-39620 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 13760 NOEL RD STE 700 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 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 1 SC 14D1 THIS DOCUMENT IS A COPY OF THE SCHEDULE 14D-1 FILED ON AUGUST 4, 1995 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION. 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. )* MCNEIL PACIFIC INVESTORS FUND 1972 (Name of Subject Company [Issuer]) HIGH RIVER LIMITED PARTNERSHIP CARL C. ICAHN (Bidders) LIMITED PARTNERSHIP UNITS (Title of Class of Securities) 582566 10 5 (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: $136.16 Valuation*: $680,790 - -------------------------------------------------------------------------------- * Set forth the amount on which the filing fee is calculated and state how it was determined. [ ] 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: _________________________________________ Form or Registration No.: _________________________________________ Filing Party: _____________________________________________________ Dated Filed: _____________________________________________________ *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 CUSIP No. 582566 10 5 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON High River Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) /x/ (b) // 3 SEC USE ONLY 4 SOURCES OF FUNDS (See Instructions) WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Units 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) // 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 0% 10 TYPE OF REPORTING PERSON (See Instructions) PN; GM SCHEDULE 14D-1 CUSIP No. 582566 10 5 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Riverdale Investors Corp., Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) /x/ (b) // 3 SEC USE ONLY 4 SOURCES OF FUNDS (See Instructions) AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Units 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) // 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 0% 10 TYPE OF REPORTING PERSON (See Instructions) CO; GM SCHEDULE 14D-1 CUSIP No. 582566 10 5 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Carl C. Icahn 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) /x/ (b) // 3 SEC USE ONLY 4 SOURCES OF FUNDS (See Instructions) AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Units 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) // 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 0% 10 TYPE OF REPORTING PERSON (See Instructions) IN; GM Item 1. Security and Subject Company. (a) The name of the subject company is McNeil Pacific Investors Fund 1972, a California limited partnership (the "Partnership"). The address of the Partnership's principal executive offices is 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240. (b) This statement on Schedule 14D-1 (the "Statement") relates to an offer to purchase up to 6,189 limited partnership units ("Units") of the Partnership for the purchase price of $110.00 per Unit, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 3, 1995 (the "Offer to Purchase"), and the related Assignment of Partnership Interest (collectively with the Offer to Purchase, the "Offer"), copies of which are attached hereto as Exhibits 1 and 2, respectively. According to publicly available information, there are 13,752.5 Units outstanding. (c) The information set forth in Section 13, entitled "Background of the Offer" of the Offer to Purchase is incorporated herein by reference. Item 2. Identity and Background. The persons filing this Statement are 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 of America (collectively, the "Reporting Persons"). The information set forth in Section 11, entitled "Information Concerning the Purchaser and Certain Affiliates of the Purchaser" and Schedule I of the Offer to Purchase is incorporated herein by reference. Item 3. Past Contacts, Transactions or Negotiations with the Subject Company. (a) None (b) The information set forth in Section 13 of the Offer to Purchase, entitled "Background of the Offer," is incorporated herein by reference. Item 4. Source or Amount of Funds or Other Consideration. (a) The information set forth in Section 12 of the Offer to Purchase, entitled "Source of Funds," is incorporated herein by reference. (b) The information set forth in Section 12 of the Offer to Purchase, entitled "Source of Funds," is incorporated herein by reference. (c) Not Applicable. Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder. (a)-(c) The information set forth in the "INTRODUCTION", Section 8, entitled "Future Plans of the Purchaser," and Section 10, entitled "Voting by the Purchaser," of the Offer to Purchase is incorporated herein by reference. (d)-(e) The information set forth in Section 8, entitled "Future Plans of the Purchaser," of the Offer to Purchase is incorporated herein by reference. (f)-(g) The information set forth in Section 7, entitled "Effects of the Offer," of the Offer to Purchase is incorporated herein by reference. Item 6. Interest in Securities of the Subject Company. (a) The information set forth in Section 11, entitled "Information Concerning the Purchaser and Certain Affiliates of the Purchaser," of the Offer to Purchase is incorporated herein by reference. (b) The information set forth in Section 11, entitled "Information Concerning the Purchaser and Certain Affiliates of the Purchaser," of the Offer to Purchase is incorporated herein by reference. Item 7. Contracts, Arrangements, Understandings or Relationships with Respect to the Subject Company's Securities. None. Item 8. Persons Retained, Employed or to be Compensated. The information set forth in the "INTRODUCTION" and in Section 16, entitled "Fees and Expenses," of the Offer to Purchase is incorporated herein by reference. Item 9. Financial Statements of Certain Bidders. The information set forth in Section 11, entitled "Information Concerning the Purchaser and Certain Affiliates of the Purchaser," of the Offer to Purchase is incorporated herein by reference. Item 10. Additional Information. (a) None (b)-(d) The information set forth in Section 15, entitled "Certain Legal Matters," is incorporated herein by reference. (e) Not Applicable. (f) The information set forth in the Offer to Purchase and the related Assignment of Partnership Interest, copies of which are attached hereto as Exhibits 1 and 2, respectively, is incorporated herein by reference. Item 11. Materials to be Filed as Exhibits. The following documents are filed as exhibits to this Schedule 14D-1: (a) Exhibit 1 Offer to Purchase, dated August 3, 1995 Exhibit 2 Assignment of Partnership Interest and related instructions Exhibit 3 Form of Tombstone Advertisement dated August 3, 1995 Exhibit 4 Press Release dated August 2, 1995 regarding the Offer (b)-(f) Not applicable. 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 3, 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 McNeil Pacific Investors Fund 1972 Schedule 14D-1] EXHIBIT INDEX Page Number ----------- Exhibit 1 Offer to Purchase, dated August 3, 1995 Exhibit 2 Assignment of Partnership Interest and related instructions Exhibit 3 Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 Exhibit 4 Form of Tombstone Advertisement dated August 3, 1995 Exhibit 5 Press Release dated August 2, 1995 regarding the Offer Exhibit 6 Press Release dated August 2, 1995 regarding the Offer EX-1 2 EXHIBIT 1 - OFFER TO PURCHASE OFFER TO PURCHASE FOR CASH UP TO 6,189 UNITS OF LIMITED PARTNERSHIP INTEREST IN MCNEIL PACIFIC INVESTORS FUND 1972 FOR $110.00 NET PER UNIT BY HIGH RIVER LIMITED PARTNERSHIP THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 30, 1995, UNLESS THE OFFER IS EXTENDED. IMPORTANT HIGH RIVER LIMITED PARTNERSHIP, a Delaware limited partnership (the "Purchaser"), is offering to purchase up to 6,189 of the outstanding units of limited partnership interest ("Units") in McNEIL PACIFIC INVESTORS FUND 1972, a California limited partnership (the "Partnership"), at a purchase price of $110.00 per Unit (the "Purchase Price"), net to the seller in cash, without interest, less the amount of distributions per Unit, if any, made by the Partnership from the date of the Offer to Purchase, as it may be supplemented or amended from time to time (the "Offer to Purchase"), until the Expiration Date (as defined below), upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Assignment of Partnership Interest, including the Instructions thereto, as it may be supplemented or amended from time to time (the "Assignment of Partnership Interest" which, collectively with the Offer to Purchase, constitute the "Offer"). Because Carl C. Icahn controls the Purchaser, he may be deemed to be a "co-bidder" with the Purchaser. Any holder of any Units (each a "Limited Partner") desiring to tender Units should complete and sign the Assignment of Partnership Interest or a facsimile thereof in accordance with the Instructions in the Assignment of Partnership Interest and mail or deliver the signed Assignment of Partnership Interest and the associated certificates of beneficial interest in the Partnership and the Limited Partners's copy of the Restated Certificate and Agreement of Limited Partnership executed by the Partnership's general partner and evidencing the Limited Partner's interest in Units" (collectively the "Certificates") to the Depositary (as defined below). A Limited Partner may tender any or all of the Units owned by that Limited Partner, provided, however, in order for a tender to be valid, a minimum of 5 Units (the "Minimum Units Requirement") must be sold pursuant to the Offer as required under the Partnership's partnership agreement (the "Partnership Agreement"). See Section 3 of the Offer to Purchase. Limited Partners are urged to consider the following factors: o The Purchaser is making the Offer with a view to making a profit. Accordingly, there is a conflict between the desire of the Purchaser to purchase Units at a low price and the desire of the Limited Partners to sell their Units at a high price. o The net asset value per Unit of approximately $146.00 (exclusive of cash and cash equivalents equal to approximately $70.00 per Unit) estimated by the Purchaser is greater than the Purchase Price. See "Introduction" and Section 13 of the Offer to Purchase. o If the Purchaser is successful in acquiring a substantial number of Units pursuant to the Offer, the Purchaser, which is controlled by Carl C. Icahn, will have the right to vote those Units and may thereby be in a position to influence voting decisions with respect to the Partnership, including, without limitation, decisions concerning amendments to the Partnership Agreement and removal and replacement of the Partnership's general partner. Generally, however, voting decisions other than certain decisions concerning the removal and substitution of the Partnership's general partner require the consent of the Partnership's general partner prior to effectuation. Further, Reorganization Transactions require a Supermajority Vote (as those terms are defined in the Partnership Agreement) and the consent of the Partnership's general partner prior to effectuation. See Section 10 of the Offer to Purchase. This means that (i) those who remain Limited Partners after the expiration of the Offer could be prevented from taking action they desire but that the Purchaser opposes and (ii) the Purchaser may be able to take action desired by the Purchaser but opposed by such remaining Limited Partners. o The Purchaser may seek to remove the Partnership's general partner but, while reserving such right, the Purchaser has no present intention of doing so. Such removal may require the Partnership to pay a fee to the Partnership's general partner and/or its affiliates and may result in acceleration of certain of the Partnership's debt obligations, which may have an adverse effect on the Partnership. See "Introduction" of the Offer to Purchase. Questions and requests for assistance or for additional copies of the Offer to Purchase and the Assignment of Partnership Interest may be directed to the Information Agent (as defined below) at the address and telephone number set forth below and on the back cover of the Offer to Purchase. No soliciting dealer fees or other payments to brokers for tenders are being paid by the Purchaser. THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. __________________________ For More Information or for Further Assistance, Please Call the Information Agent: D.F. KING & CO., INC. (212) 269-5550 (COLLECT) OR (800) 628-8538 (TOLL FREE) August 3, 1995 TABLE OF CONTENTS PAGE INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 THE OFFER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 1. Terms of the Offer; Expiration Date; Proration . . . . . 4 Section 2. Acceptance for Payment and Payment for Units . . . . . . 5 Section 3. Procedure for Tendering Units. . . . . . . . . . . . . . 6 Section 4. Withdrawal Rights. . . . . . . . . . . . . . . . . . . . 8 Section 5. Extension of Tender Period; Termination; Amendment . . . 9 Section 6. Certain Federal Income Tax Matters . . . . . . . . . . . 10 Section 7. Effects of the Offer . . . . . . . . . . . . . . . . . . 13 Section 8. Future Plans of the Purchaser. . . . . . . . . . . . . . 14 Section 9. Certain Information Concerning the Partnership . . . . . 15 Section 10. Voting by the Purchaser. . . . . . . . . . . . . . . . . 15 Section 11. Information Concerning the Purchaser and Certain Affiliates of the Purchaser. . . . . . . . . . . . . . . 15 Section 12. Source of Funds. . . . . . . . . . . . . . . . . . . . . 22 Section 13. Background of the Offer. . . . . . . . . . . . . . . . . 22 Section 14. Conditions of the Offer. . . . . . . . . . . . . . . . . 23 Section 15. Certain Legal Matters. . . . . . . . . . . . . . . . . . 26 Section 16. Fees and Expenses. . . . . . . . . . . . . . . . . . . . 27 -i- To the Limited Partners of McNeil Pacific Investors Fund 1972 INTRODUCTION High River Limited Partnership, a Delaware limited partnership (the "Purchaser"), hereby offers to purchase up to 6,189 Units at a purchase price of $110.00 per Unit (the "Purchase Price"), net to the seller in cash, without interest, less the amount of distributions per Unit, if any, made by the Partnership from the date of the Offer until the Expiration Date, upon the terms and subject to the conditions set forth in the Offer. Limited Partners who tender their Units in response to the Offer will not be obligated to pay any commissions or partnership transfer fees. The Purchaser has retained D.F. King & Co., Inc. to act as Information Agent (the "Information Agent") and IBJ Schroder Bank & Trust Company to act as Depositary (the "Depositary") in connection with the Offer. The Purchaser will pay all charges and expenses in connection with the services of the Information Agent and the Depositary. The Offer is not conditioned on any minimum number of Units being tendered. Subject to the Minimum Units Requirements, a Limited Partner may tender any or all of the Units owned by that Limited Partner. Notwithstanding any provision contained in the Offer to Purchase or any related document, under no circumstances will the Purchaser be required to accept any Units the transfer of which to the Purchaser would be prohibited by the Partnership Agreement or any regulation or procedure adopted thereunder. Some Factors to be Considered by Limited Partners. In considering the Offer, Limited Partners may wish to consider the following: o The Purchaser is making the Offer with a view to making a profit. Accordingly, there is a conflict between the desire of the Purchaser to purchase Units at a low price and the desire of the Limited Partners to sell their Units at a high price. o If the Purchaser is successful in acquiring a substantial number of Units pursuant to the Offer, the Purchaser, which is controlled by Mr. Icahn, will have the right to vote those Units and may thereby be in a position to influence voting decisions with respect to the Partnership, including, without limitation, decisions concerning amendments to the Partnership Agreement and removal and replacement of the Partnership's general partner. This means that (i) those who remain Limited Partners after the expiration of the Offer could be prevented from taking action they desire but that the Purchaser opposes and (ii) the Purchaser may be able to take action desired by the Purchaser which may be opposed by, and which may not be in the best interests of, such remaining Limited Partners. o To the extent that a portion of the losses recognized and allocated to the Limited Partners for tax purposes by the Partnership in prior years was subject to restrictions on deductions of losses from passive activities, such losses were generally "suspended" and carried over by the Limited Partners. Such "suspended" losses may, depending on a Limited Partner's particular circumstances, be available to offset all or a portion of any gain recognized by such Limited Partner on the sale of Units. In the event that a Limited Partner tenders all his Units, he would generally be able to deduct any loss on the sale along with the balance of any "suspended" passive activity losses from prior years. See Section 6 of the Offer to Purchase. Because the offer is being made for less than all of the outstanding Units, there can be no assurance that a Limited Partner which tenders all of its Units will in fact sell all of its Units pursuant to the Offer. o Although the Purchaser is making the Offer for investment purposes, it may, depending on the number of Units it acquires pursuant to the Offer, be in a position to influence control of the business of the Partnership. If the Purchaser acquires a substantial number of the outstanding Units, the Purchaser will be in a position to influence voting decisions with respect to the Partnership. The Purchaser may seek to remove the general partner of the Partnership but, while reserving such right, the Purchaser has no present intention of doing so. o Based solely on financial and other information relating to the Partnership that is publicly available in its Forms 10-K and 10-Q filed with the Commission, the Purchaser, solely for consideration with other information in connection with preparing a bid, estimated the net asset value per Unit to be approximately $146.00 (exclusive of cash and cash equivalents equal to approximately $70.00 per Unit) (the "Purchaser NAV"). THE PURCHASER HAS NOT HAD THE OPPORTUNITY TO CONDUCT AND HAS NOT CONDUCTED ANY APPRAISAL OR INSPECTION OF THE PARTNERSHIP'S PROPERTIES AND HAS NO INDEPENDENT BASIS WHATSOEVER FOR DETERMINING THE ACCURACY OR COMPLETENESS OF THE PARTNERSHIP'S PUBLICLY FILED FINANCIAL INFORMATION -2- OR FOR DETERMINING TO WHAT EXTENT, IF ANY, THE PURCHASER NAV REPRESENTS THE TRUE NET ASSET VALUE OF EACH UNIT. Limited Partners should consult with their respective advisors about the financial, tax, legal and other implications of accepting the Offer. Limited Partners are urged to read the Offer to Purchase and the related materials carefully and in their entirety before deciding whether to tender their Units. The Purchaser. The Purchaser is a Delaware limited partnership, the general partner of which is Riverdale Investors Corp., Inc., a Delaware corporation ("Riverdale"), and the limited partner of which is Highcrest Investors Corp., a Delaware corporation ("Highcrest"). Riverdale is owned directly by Mr. Icahn and Highcrest is owned indirectly by Mr. Icahn. See Section 11 of the Offer to Purchase for a description of the Purchaser's business. Reasons for the Offer. Although the Purchaser is making the Offer for investment purposes and with a view to making a profit, it may, depending on the number of Units it acquires pursuant to the Offer, be in a position to influence control of the business of the Partnership. See Section 8 of the Offer to Purchase. Conditions. The Offer is not conditioned on any minimum number of Units being tendered. Certain other conditions, however, do apply. See Section 14 of the Offer to Purchase. Outstanding Units. According to publicly available information, there are 13,752.5 Units issued and outstanding, which, on March 31, 1995, were held by 1,384 Limited Partners. The Purchaser does not beneficially own any Units. See Section 11 of the Offer to Purchase. Additional Information. The Partnership is subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and in accordance therewith is required to file reports and other information with the Commission relating to its business, financial condition and other matters. Such reports and other information may be inspected at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and is available for inspection and copying at the regional offices of the Commission located in Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such material can also be obtained from the Public -3- Reference Room of the Commission in Washington, D.C. at prescribed rates. ALL OF THE INFORMATION WITH RESPECT TO THE PARTNERSHIP CONTAINED IN THE OFFER TO PURCHASE HAS BEEN DERIVED FROM DOCUMENTS AND REPORTS PUBLICLY FILED BY THE PARTNERSHIP. ALTHOUGH THE PURCHASER HAS NO INFORMATION THAT ANY STATEMENTS CONTAINED HEREIN BASED UPON SUCH DOCUMENTS AND REPORTS ARE UNTRUE, THE PURCHASER CANNOT TAKE RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONCERNING THE PARTNERSHIP CONTAINED IN SUCH DOCUMENTS AND REPORTS OR FOR ANY FAILURE BY THE PARTNERSHIP TO DISCLOSE EVENTS WHICH MAY HAVE OCCURRED AND MAY AFFECT THE SIGNIFICANCE OR ACCURACY OF ANY SUCH INFORMATION BUT WHICH ARE UNKNOWN TO THE PURCHASER. THE OFFER SECTION 1. TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. Upon the terms and subject to the conditions of the Offer, the Purchaser will accept (and thereby purchase) up to 6,189 Units that are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with the procedures set forth in Section 4 of the Offer to Purchase. For purposes of the Offer, the term "Expiration Date" shall mean 12:00 midnight, New York City time, on August 30, 1995, unless the Purchaser in its sole discretion shall have extended the period of time for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as extended by the Purchaser, shall expire. See Section 5 of the Offer to Purchase for a description of the Purchaser's right to extend the period of time during which the Offer is open and to amend or terminate the Offer. If, prior to the Expiration Date, the Purchaser increases the consideration offered to Limited Partners pursuant to the Offer, the increased consideration will be paid for all Units accepted for payment pursuant to the Offer, whether or not the Units were tendered prior to the increase in consideration. The Purchaser will, upon the terms and subject to the conditions of the Offer, accept for payment and pay for an aggregate of 6,189 of the Units so tendered, pro rata according to the number of Units validly tendered by each Limited Partner and not properly withdrawn on or prior to the Expiration Date, with appropriate adjustments to avoid (i) purchases of fractional Units and (ii) purchases that would violate the Partnership Agreement and any relevant procedures or regulations promulgated by the -4- Partnership's general partner. The Purchaser will purchase all Units so tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. If proration of tendered Units is required, because of the difficulty of determining the number of Units validly tendered and not withdrawn, the Purchaser may not be able to announce the final results of such proration until at least approximately seven business days after the Expiration Date. Subject to the Purchaser's obligation under Rule 14e-1(c) under the Exchange Act to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after the termination or withdrawal of the Offer, the Purchaser does not intend to pay for any Units accepted for payment pursuant to the Offer until the final proration results are known. NOTWITHSTANDING ANY SUCH DELAY IN PAYMENT, NO INTEREST WILL BE PAID ON THE PURCHASE PRICE. The Offer is conditioned on satisfaction of certain conditions. See Section 14 of the Offer to Purchase, which sets forth in full the conditions of the Offer. The Purchaser reserves the right (but in no event shall be obligated), in its sole discretion, to waive any or all of those conditions. If, on or prior to the Expiration Date, any or all of the conditions have not been satisfied or waived, the Purchaser reserves the right to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering Limited Partners, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Limited Partners to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended, and (iv) amend the Offer. The Offer to Purchase and the related Assignment of Partnership Interest will be mailed pursuant to Rule 14d-5 under the Exchange Act. The Purchaser has requested that the Partnership furnish it with a list of holders of Units for the purpose of disseminating the Offer to such holders. If the Partnership complies with such request, then the Purchaser will cause such mailing to be made; otherwise, the Partnership is required by the Exchange Act and the rules thereunder to cause such mailing to be made. SECTION 2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. Upon the terms and subject to the conditions of the Offer, the Purchaser will purchase by accepting for payment and will pay for all Units validly tendered and not withdrawn in accordance with the -5- procedures specified in Section 4 of the Offer to Purchase, as promptly as practicable following the Expiration Date. A tendering beneficial owner of Units whose Units are owned of record by an Individual Retirement Account or other qualified plan will not receive direct payment of the Purchase Price; rather, payment will be made to the custodian of such account or plan. In all cases, payment for Units purchased pursuant to the Offer will be made only after timely receipt by the Depositary of a properly completed and duly executed Assignment of Partnership Interest (or facsimile thereof) and any other documents required by the Assignment of Partnership Interest. See Section 3 of the Offer to Purchase. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE BY REASON OF ANY DELAY IN MAKING SUCH PAYMENT. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment pursuant to the Offer, and thereby purchased, validly tendered Units, if, as and when the Purchaser gives verbal or written notice to the Depositary of the Purchaser's acceptance of those Units for payment pursuant to the Offer. If any tendered Units are not purchased for any reason, the Certificates associated with such Units will be returned, without expense to such tendering Limited Partner, as promptly as practicable following the expiration, termination or withdrawal of the Offer. If for any reason, acceptance for payment of, or payment for, any Units tendered pursuant to the Offer is delayed or the Purchaser is unable to accept for payment, purchase or pay for Units tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights under Section 14 of the Offer to Purchase, the Depositary may, nevertheless, on behalf of the Purchaser retain tendered Units, and those Units may not be withdrawn except to the extent that the tendering Limited Partners are entitled to withdrawal rights as described in Section 4 of the Offer to Purchase; subject, however, to the Purchaser's obligation under Rule 14e-1(c) under the Exchange Act to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. The Purchaser reserves the right to (i) permit any direct or indirect wholly-owned subsidiary of Highcrest to become a partner of the Purchaser and (ii) transfer or assign, in whole or from time to time in part, to one or more of the Purchaser's affiliates, the right to purchase Units tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer or prejudice the rights of tendering Limited Partners to receive payment for Units validly tendered and accepted for payment pursuant to the Offer. -6- SECTION 3. PROCEDURE FOR TENDERING UNITS. Valid Tender. To validly tender Units, a properly completed and duly executed Assignment of Partnership Interest and any other documents required by the Assignment of Partnership Interest (or facsimiles thereof) and the associated Certificates must be received by the Depositary, at its address set forth on the back cover of the Offer to Purchase, on or prior to the Expiration Date. Subject to the Minimum Units Requirements, a Limited Partner may tender any or all of the Units owned by that Limited Partner. No alternative, conditional or contingent tenders will be accepted. Signature Requirements. If the Assignment of Partnership Interest is signed by the registered holder of the Units and payment is to be made directly to that holder, then no signature guarantee is required on the Assignment of Partnership Interest. Similarly, if the Units are tendered for the account of a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank, savings bank, credit union, savings and loan association or trust company having an office, branch or agency in the United States (each an "Eligible Institution"), no signature guarantee is required on the Assignment of Partnership Interest. However, in all other cases, all signatures on the Assignment of Partnership Interest must be guaranteed by an Eligible Institution. In order for a tendering Limited Partner to participate in the Offer, its Units must be validly tendered and not withdrawn on or prior to the Expiration Date. THE METHOD OF DELIVERY OF THE ASSIGNMENT OF PARTNERSHIP INTEREST, ALL OTHER REQUIRED DOCUMENTS AND THE ASSOCIATED CERTIFICATES IS AT THE OPTION AND RISK OF THE TENDERING LIMITED PARTNER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. Appointment as Proxy. By executing an Assignment of Partnership Interest, a tendering Limited Partner irrevocably appoints the Purchaser, its officers and its designees as the Limited Partner's proxies, in the manner set forth in the Assignment of Partnership Interest, each with full power of substitution, to the full extent of the Limited Partners's rights with respect to the Units tendered by the Limited Partner and accepted for payment by the Purchaser. Each such proxy shall be considered coupled with an interest in the tendered Units. Such appointment will be effective when, and only to the extent that, the Purchaser accepts the tendered Units for payment. Upon such -7- acceptance for payment, all prior proxies given by the Limited Partner with respect to the Units will, without further action, be revoked, and no subsequent proxies may be given (and if given will not be effective). The Purchaser, its officers and the designees of the Purchaser will, as to those Units, be empowered to exercise all voting and other rights of the Limited Partner as they, in their sole discretion, may deem proper at any meeting of Limited Partners, by written consent or otherwise. The Purchaser reserves the right to require that, in order for Units to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment of the Units, the Purchaser must be able to exercise full voting rights with respect to the Units, including voting at any meeting of Limited Partners then scheduled or acting by written consent without a meeting. By executing the Assignment of Partnership Interest, a tendering holder of Units agrees to execute all such documents and take such other actions as shall be reasonably required to enable the Units tendered to be voted in accordance with the directions of the Purchaser. Assignment of Interest in Future Distributions. By executing an Assignment of Partnership Interest, a tendering Limited Partner irrevocably assigns to the Purchaser and its assigns all of the right, title and interest of the Limited Partner in and to any and all distributions made by the Partnership from and after the expiration of the Offer in respect of the Units tendered by the Limited Partner and accepted for payment and thereby purchased by the Purchaser. Determination of Validity; Rejection of Units; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Units pursuant to the Offer will be determined by the Purchaser, in its sole discretion, which determination shall be final and binding on all parties. The Purchaser reserves the absolute right to reject any or all tenders of any particular Units determined by it not to be in proper form or if the acceptance of or payment for those Units may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive or amend any of the conditions of the Offer that it is legally permitted to waive as to the tender of any particular Units and to waive any defect or irregularity in any tender with respect to any particular Units of any particular Limited Partner. The Purchaser's interpretation of the terms and conditions of the Offer (including the Assignment of Partnership Interest) will be final and binding on all parties. No tender of Units will be deemed to have been validly made unless and until all defects and irregularities have been cured or waived. Neither the Purchaser, the Depositary nor any other person will be -8- under any duty to give notification of any defects or irregularities in the tender of any Units or will incur any liability for failure to give any such notification. Backup Federal Income Tax Withholding. To prevent the possible application of backup federal income tax withholding of 31% with respect to payment of the Purchase Price, a tendering Limited Partner must provide the Purchaser with the Limited Partner's correct taxpayer identification number by completing the Substitute Form W-9 included in the Assignment of Partnership Interest. See the Instructions to the Assignment of Partnership Interest and Section 6 of the Offer to Purchase. FIRPTA Withholding. To prevent the withholding of federal income tax in an amount equal to 10% of the amount of the Purchase Price plus Partnership liabilities allocable to each Unit purchased, each tendering Limited Partner must complete the FIRPTA Affidavit included in the Assignment of Partnership Interest certifying the Limited Partner's taxpayer identification number and address and that the Limited Partner is not a foreign person. See the Instructions to the Assignment of Partnership Interest and Section 6 of the Offer to Purchase. A tender of Units pursuant to any of the procedures described above and the acceptance for payment of such Units will constitute a binding agreement between the tendering Limited Partner and the Purchaser on the terms set forth in the Offer. SECTION 4. WITHDRAWAL RIGHTS. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in the Offer to Purchase, may also be withdrawn at any time after October 1, 1995. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of the Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered, the number of Units to be withdrawn and the name in which the Certificates are registered, if different from the person who tendered. In addition, the notice of withdrawal must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed. -9- If purchase of, or payment for, Units is delayed for any reason or if the Purchaser is unable to purchase or pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn, except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 of the Offer to Purchase at any time prior to the Expiration Date. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, which determination shall be final and binding on all parties. Neither the Purchaser, the Depositary nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. SECTION 5. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT. The Purchaser expressly reserves the right, in its sole discretion, at any time and from time to time, (i) to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and the payment for, any Units, (ii) to terminate the Offer and not accept for payment any Units not theretofore accepted for payment or paid for, (iii) upon the occurrence of any of the conditions specified in Section 14 of the Offer to Purchase, to delay the acceptance for payment of, or payment for, any Units not already accepted for payment or paid for, and (iv) to amend the Offer in any respect (including, without limitation, by increasing the consideration offered, increasing or decreasing the number of Units being sought, or both). Notice of any such extension, termination or amendment will promptly be disseminated to Limited Partners in a manner reasonably designed to inform Limited Partners of such change in compliance with Rule 14d-4(c) under the Exchange Act. In the case of an extension of the Offer, the extension will be followed by a press release or public announcement which will be issued no later than 9:00 a.m., New York City time, on the next business day after the scheduled -10- Expiration Date, in accordance with Rule 14e-1(d) under the Exchange Act. If the Purchaser extends the Offer, or if the Purchaser (whether before or after its acceptance for payment of Units) is delayed in its payment for Units or is unable to pay for Units pursuant to the Offer for any reason, then, without prejudice to the Purchaser's rights under the Offer, the Depositary may retain tendered Units and those Units may not be withdrawn except to the extent tendering Limited Partners are entitled to withdrawal rights as described in Section 4 of the Offer to Purchase; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. If the Purchaser makes a material change in the terms of the Offer, or if it waives a material condition to the Offer, the Purchaser will extend the Offer and disseminate additional tender offer materials to the extent required by Rules 14d-4(c) and 14d-6(d) under the Exchange Act. The minimum period during which an offer must remain open following any material change in the terms of an offer, other than a change in price or a change in percentage of securities sought or a change in any dealer's soliciting fee, will depend upon the facts and circumstances, including the materiality of the change. With respect to a change in price or, subject to certain limitations, a change in the percentage of securities sought or a change in any dealer's soliciting fee, a minimum of ten business days from the date of such change is generally required to allow for adequate dissemination to holders of Units. Accordingly, if prior to the Expiration Date, the Purchaser increases (other than increases of not more than two percent of the outstanding Units) or decreases the number of Units being sought, or increases or decreases the consideration offered pursuant to an Offer, and if such Offer is scheduled to expire at any time earlier than the tenth business day from the date that notice of such increase or decrease is first published, sent or given to holders of Units, such Offer will be extended at least until the expiration of such ten business days. As used in the Offer to Purchase, "business day" means any day other than a Saturday, Sunday or a federal holiday, and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time. SECTION 6. CERTAIN FEDERAL INCOME TAX MATTERS. The following summary is a general discussion of certain of the federal income tax consequences of a sale of Units pursuant to the Offer. This summary is based on the Internal Revenue Code of -11- 1986, as amended (the "Code"), applicable Treasury regulations thereunder, administrative rulings, practice and procedures and judicial authority, all as of the date of the Offer. All of the foregoing are subject to change, and any such change could affect the continuing accuracy of this summary. This summary does not discuss all aspects of federal income taxation that may be relevant to a particular Limited Partner in light of such Limited Partner's specific circumstances or to certain types of Limited Partners subject to special treatment under the federal income tax laws (for example, foreign persons, dealers in securities, banks, insurance companies and tax-exempt organizations), nor (except as otherwise expressly indicated) does it describe any aspect of state, local, foreign or other tax laws. Sales of Units pursuant to the Offer will be taxable transactions for federal income tax purposes, and also may be taxable transactions under applicable state, local, foreign and other tax laws. LIMITED PARTNERS SHOULD CONSULT THEIR RESPECTIVE TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO EACH SUCH LIMITED PARTNER OF SELLING UNITS PURSUANT TO THE OFFER. In general, a Limited Partner will recognize gain or loss on a sale of Units pursuant to the Offer equal to the difference between (i) the Limited Partner's "amount realized" on the sale and (ii) the Limited Partner's adjusted tax basis in the Units sold. The amount of a Limited Partner's adjusted tax basis in such Units will vary depending upon the Limited Partner's particular circumstances. The "amount realized" with respect to a Unit will be a sum equal to the amount of cash received by the Limited Partner for the Unit pursuant to the Offer (that is, the Purchase Price) plus the amount of the Partnership's liabilities allocable to the Unit (as determined under Code Section 752). The gain or loss recognized by a Limited Partner on a sale of a Unit pursuant to the Offer generally will be treated as a capital gain or loss if (as is generally expected to be the case) the Unit was held by the Limited Partner as a capital asset. That capital gain or loss will be treated as long-term capital gain or loss if the tendering Limited Partner's holding period for the Unit exceeds one year. Under current law, long-term capital gains of individuals and other non-corporate taxpayers are taxed at a maximum marginal federal income tax rate of 28%, whereas the maximum marginal federal income tax rate for ordinary income of such persons is 39.6%. Capital losses are deductible only to the extent of capital gains, except that non-corporate taxpayers may deduct up to $3,000 of capital losses in excess of the amount of their capital gains against ordinary income. Excess capital losses generally can be carried forward to succeeding years (a corporation's carryforward period is five years and a non-corporate taxpayer can carry forward such losses indefinitely); in addition, -12- a corporation is permitted to carry back excess capital losses to the three preceding taxable years, provided the carryback does not increase or produce a net operating loss for any of those years. If any portion of the amount realized by a Limited Partner is attributable to "unrealized receivables" (which includes depreciation recapture) or "substantially appreciated inventory" as defined in Code Section 751, then a portion of the Limited Partner's gain or loss may be ordinary rather than capital. A tendering Limited Partner will be allocated a pro rata share of the Partnership's taxable income or loss for the year of sale with respect to the Units sold in accordance with the provisions of the Partnership Agreement concerning transfers of Units. Such allocation and any cash distributed by the Partnership to the Limited Partner for that year will affect the Limited Partner's adjusted tax basis in Units and, therefore, the amount of such Limited Partner's taxable gain or loss upon a sale of Units pursuant to the Offer. Under Code Section 469, a non-corporate taxpayer or personal service corporation generally can deduct "passive activity losses" in any year only to the extent of the person's passive activity income for that year. Closely held corporations may not offset such losses against so-called "portfolio" income. Substantially all post-1986 losses of Limited Partners from the Partnership are passive activity losses. Limited Partners may have "suspended" passive activity losses from the Partnership (i.e., post-1986 net taxable losses in excess of statutorily permitted "phase-in" amounts and which have not been used to offset income from other passive activities). If a Limited Partner sells less than all of its Units pursuant to the Offer, a loss recognized by that Limited Partner can be currently deducted (subject to other applicable limitations) to the extent of the Limited Partner's passive income from the Partnership for that year plus any other passive activity income for that year, and a gain recognized by a Limited Partner upon the sale of Units can be offset by the Limited Partner's current or "suspended" passive activity losses (if any) from the Partnership and other sources. If, on the other hand, a Limited Partner sells 100% of its Units pursuant to the Offer, any "suspended" losses and any losses recognized upon the sale of the Units will be offset first against any other net passive gain to the Limited Partner from the sale of the Units and any other net passive activity income from other passive activity investments, and the balance of any "suspended" net losses from the Units will no longer be subject to the passive activity loss limitation and, therefore, will be -13- deductible by such Limited Partner from its other income (subject to any other applicable limitations). A tendering Limited Partner must sell all of its Units to receive these tax benefits. Because the offer is being made for less than all of the outstanding Units, there can be no assurance that a Limited Partner which tenders all of its Units will in fact sell all of its Units pursuant to the Offer. Section 708(b) of the Code provides that a partnership terminates for income tax purposes if there is a sale or exchange of 50 percent or more of the total interest in partnership capital and profits within a twelve-month period. Accordingly, it is possible that transfers made pursuant to the Offer, in combination with other transfers made within twelve months of the Offer, will result in a termination of the Partnership for income tax purposes. In the event of a termination, the Partnership would be treated for income tax purposes as if it had made a liquidating distribution of its assets to the remaining partners and the new partners, followed by a recontribution of the assets to a "new" partnership. Since the "new" partnership would be treated as having acquired its assets on the date of the deemed recontribution, a new depreciation recovery period would begin on such date and the Partnership's properties would be required to be depreciated over a greater period than is currently being used, and accordingly, the aggregate present value of the Partnership's depreciation deductions would be reduced. Limited Partners (other than tax-exempt persons, corporations and certain foreign persons) who tender Units may be subject to 31% backup withholding unless those Limited Partners provide a taxpayer identification number ("TIN") and certify that the TIN is correct or properly certify that they are awaiting a TIN. A Limited Partner may avoid backup withholding by properly completing and signing the Substitute Form W-9 included as part of the Assignment of Partnership Interest. If a Limited Partner who is subject to backup withholding does not properly complete and sign the Substitute Form W-9, the Purchaser will withhold 31% from payments to such Limited Partner. A Limited Partner who tenders Units must file an information statement with his federal income tax return for the year of the sale which provides the information specified in Treasury Regulation Section 1.751-1(a)(3). The selling Limited Partner also must notify the Partnership of the date of the transfer and the names, addresses and TINs of the transferor and transferee within 30 days of the date of the transfer (or, if earlier, by January 15 of the following calendar year). -14- Gain realized by a foreign Limited Partner on the sale of a Unit pursuant to the Offer will be subject to federal income tax. Under Code Section 1445, the transferee of an interest held by a foreign person in a partnership which owns United States real property generally is required to deduct and withhold a tax equal to 10% of the amount realized on the disposition. In order to comply with this requirement, the Purchaser will withhold 10% of the amount realized by a tendering Limited Partner unless the Limited Partner properly completes and signs the FIRPTA Affidavit included as part of the Assignment of Partnership Interest certifying the Limited Partner's TIN, that such Limited Partner is not a foreign person and the Limited Partner's address. Amounts withheld would be creditable against a foreign Limited Partner's federal income tax liability and, if in excess thereof, a refund could be obtained from the Internal Revenue Service by filing a U.S. income tax return. SECTION 7. EFFECTS OF THE OFFER. Effect on Trading Market; Registration Under Section 12(g) of the Exchange Act. If a substantial number of Units are purchased pursuant to the Offer, the likely result will be a reduction in the number of Limited Partners. In the case of certain kinds of securities, a reduction in the number of security- holders might be expected to result in a reduction in the liquidity and volume of activity in the trading market for the security. In this case, however, there is no established public trading market for the Units, and therefore, the Purchaser does not believe a reduction in the number of Limited Partners will materially further restrict the Limited Partners' abilities to find purchasers for their Units. The Units are registered under Section 12(g) of the Exchange Act, which means, among other things, that the Partnership is required to file periodic reports with the Commission and to comply with the Commission's proxy rules. The Purchaser does not expect or intend that consummation of the Offer will cause the Units to cease to be registered under Section 12(g) of the Exchange Act. If the Units were to be held by fewer than 300 persons, the Partnership could apply to de-register the Units under the Exchange Act. Because the Units are widely held, however, the Purchaser expects that, even if it purchases the maximum number of Units in the Offer, after that purchase, the Units will be held of record by substantially more than 300 persons. As a result of the Offer and in the Purchaser's capacity as a Limited Partner of the Partnership, the Purchaser will participate in any subsequent distributions to Limited Partners to the extent of the Units purchased pursuant to the Offer. -15- SECTION 8. FUTURE PLANS OF THE PURCHASER. Although the Purchaser is making the Offer for investment purposes, it may, if successful, be in a position, and may later determine, to seek to acquire control of the Partnership. The Purchaser may seek to remove the general partner of the Partnership but, while reserving such right, Purchaser has no present intention of doing so. Such removal may require the Partnership to pay a fee to the Partnership's general partner and/or its affiliates and may result in acceleration of certain of the Partnership's debt obligations, which may have an adverse effect on the Partnership. See "Introduction" of the Offer to Purchase. Following the completion of the Offer, the Purchaser and/or persons related to or affiliated with it may acquire additional Units or may sell Units. Any acquisition may be made through private purchases, through one or more future tender or exchange offers or by any other means deemed advisable. Any acquisition may be at a price higher or lower than the price to be paid for the Units purchased pursuant to the Offer, and may be for cash or other consideration. The Purchaser also may consider selling some or all of the Units it acquires pursuant to the Offer to persons not yet determined, which may include the Partnership's general partner and/or an affiliate of the general partner. Except as set forth herein, the Purchaser does not have any present plans or proposals which relate to or would result in an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Partnership or any of the Partnership's subsidiaries; a sale or transfer of a material amount of the Partnership's assets (or assets of the Partnership's subsidiaries); any changes in composition of the Partnership's senior management or personnel or their compensation; any changes in the Partnership's present capitalization or dividend policy; or any other material changes in the Partnership's structure or business. SECTION 9. CERTAIN INFORMATION CONCERNING THE PARTNERSHIP. Information contained in this Section 9 is based upon documents and reports publicly filed by the Partnership. Although the Purchaser has no information that any statements contained in this Section 9 are untrue, the Purchaser cannot take responsibility for the accuracy or completeness of any information contained in this Section 9 or for any failure by the Partnership to disclose events which may have occurred and may affect the significance or accuracy of any such information but which are unknown to the Purchaser. -16- The Partnership was organized under the laws of the State of California. Its principal executive offices are located at 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240. Its telephone number is (214) 448-5800. The Partnership's primary business is to acquire, invest in, manage, operate, own and lease interests in real estate. Under the Partnership Agreement, the term of the Partnership will continue until December 31, 2002, unless sooner terminated as provided in the Partnership Agreement or by law. At December 31, 1994, the Partnership's investment portfolio consisted of the following property:
Net Basis 1994 Date Property Description of Property Debt Property Tax Acquired - -------- ---------------------- ---------------- ------------ -------- Palm Bay Apartments Orlando, Fl 346 units $6,239,081 $2,287,341 $103,139 06/91 ========== ============ =========
Accumulated Depreciation Schedule. The basis and accumulated depreciation of the Partnership's real estate investment held at December 31, 1994 and 1993 is set forth in the following table: Buildings and Accumulated Net Book 1994 Land Improvements Depreciation Value ---- ---- ------------- ------------ -------- Palm Bay $ 2,336,000 $ 4,589,577 $ (886,498) $ 6,239,081 ============ =========== ========== Buildings and Accumulated Net Book 1993 Land Improvements Depreciation Value -17- ---- ---- ------------- ------------ -------- Palm Bay $ 2,336,000 $ 3,921,807 $ (443,333) $ 5,814,474 ============ =========== ========== =========== Schedule of Mortgages. The following table sets forth the Partnership's mortgage notes at December 31, 1994 and 1993. Both mortgage notes are secured by real estate investments.
Annual Monthly Mortgage Interest Payments/ December 31, December 31, Property Position(a) Lien Rates % Maturity Date(c) 1994 1993 - -------- ----------- -------- -------- ---------------------------------------- Palm Bay First 8.750 $26,775 06/97(b) $2,287,341 $2,402,946 Pacesetter First 8.500 $23,837 08/05 -- 2,120,768 ------------------------- $2,287,341 $4,523,714 ========================= (a) The debt is non-recourse to the Partnership. (b) The Palm Bay mortgage note matures in June 1997. At that time, a balloon payment of approximately $1,975,000 will be due. (c) Principal maturities of the mortgage note after December 31, 1994, are as follows: 1995.......................... $ 126,137 1996.......................... $ 137,627 1997.......................... $ 2,023,577 ----------- TOTAL $ 2,287,341 ===========
-18- Average Annual Rental Rate and Occupancy. The following table sets forth the occupancy rate and rent per square foot of the Partnership's property for each of the last three years. This information is not available for 1991 and 1990, the years before the Partnership reacquired the property through foreclosure. 1994 1993 1992 ---- ---- ---- Palm Bay - -------- Occupancy Rate......... 82% 77% 73% Rent Per Square Foot... $ 4.58 $ 4.15 $ 3.71 Occupancy rate represents all units leased divided by the total number of units of the property as of December 31 of the given year. Rent per square foot represents all revenue, except interest, derived from the property's operations divided by the leasable square footage of the property. Holding Periods of Partnership Properties. The property in the Partnership's portfolio has been held approximately 4 years after acquisition. Selected Financial Data. Set forth below is a summary of certain financial information with respect to the Partnership, which has been excerpted or derived from the Form 10-K and the Partnership's Quarterly Report on the Form 10-Q for the three months ended March 31, 1995. -19- McNEIL PACIFIC FUND 1972 (in thousands, except per Unit data)
Three Months ended Fiscal Year Ended March 31, December 31, ----------------------------------------------------- 1995 1994 1994 1993 1992 ------ ------ ------ ------ ------ Statements of Operations Data: Total Revenues $384 $1,054 $2,096 $1,906 $1,870 Net Income (Loss) before extraordinary items,if any $(14) $ 552 $ 434 $(3,103) $ (817) Net Income (Loss) allocated to limited partners $(14) $ 786 $ 668 $(3,103) $ (817) Net Income (Loss) per limited partnership unit before extraordinary items, if any $(1.00) $57.16 $48.52 $(224.90) $(59.21) Distributions per limited partnership - - unit As of As of As of March 31, December December 1995 31, 1994 31, 1993 --------- -------- -------- Balance Sheet Data: Total Assets $7,437 $7,516 $9,405 -20- Total Liabilities $2,450 $2,516 $4,838 Limited Partners Equity $4,677 $4,691 $4,023 Limited partnerships units outstanding 13,752.5 13,757.5 13,795 Book Value per Unit $340.08 $340.98 $291.63
Additional information concerning the Partnership, its assets, operations and management is contained in its annual reports on the Form 10-K and quarterly reports on the Form 10-Q and other filings with the Commission. Such reports and filings are available for inspection at the Commission's principal office in Washington, D.C., and at its regional offices in New York, New York and Chicago, Illinois. SECTION 10. VOTING BY THE PURCHASER. If the Purchaser acquires a substantial number of Units pursuant to the Offer, the Purchaser may be in a position to influence voting decisions with respect to the Partnership. Under the Partnership Agreement, Limited Partners holding a majority of the Units are entitled to remove the Partnership's general partner, but while reserving such right, the Purchaser has no present intention of doing so. Such removal may require the Partnership to pay a fee to the Partnership's general partner and/or its affiliates and may result in an acceleration of certain of the Partnership's debt obligations, which may have an adverse effect on the Partnership. In addition, Limited Partners holding a majority of the Units, with the concurrence of the Partnership's general partner, are entitled to take action with respect to a variety of matters, including dissolution of the Partnership and most types of amendments to the Partnership Agreement, but the Purchaser has no present intention of doing so. Reorganization Transactions require a Supermajority Vote (as those terms are defined in the Partnership Agreement) and the consent of the Partnership's General Partner prior to effectuation. Generally, "Reorganization Transactions" are defined as transactions in connection with which any Limited Partners will be issued securities of any other entity in exchange for, or as a distribution with respect to, Units; "Supermajority Vote" is defined as the vote of the Limited Partners who own more than 80% of the total outstanding Units excluding Units held by Interested Persons; and "Interested Persons" are defined as, among others, persons who beneficially own 10% or more of the outstanding Units, excluding certain affiliates of the Partnership's general partner. -21- SECTION 11. INFORMATION CONCERNING THE PURCHASER AND CERTAIN AFFILIATES OF THE PURCHASER. Riverdale is the general partner of the Purchaser, and Mr. Icahn is the sole stockholder of Riverdale. Highcrest is the sole limited partner of the Purchaser and is owned indirectly by Mr. Icahn. The business address of Mr. Icahn is c/o Icahn Associates Corp., 114 West 47th Street, 19th Floor, New York, N.Y. 10036. The address of the principal office of the Purchaser, Highcrest and Riverdale is 100 South Bedford Road, Mount Kisco, New York 10549. The Purchaser is primarily engaged in the business of investing in securities. Riverdale is primarily engaged in the business of owning real estate and acting as general partner of High River. Highcrest is primarily engaged in the business of investing and holding securities, and in leasing, selling and manufacturing railroad freight and tank cars, either directly or through subsidiaries. Mr. Icahn's present principal occupation or employment is set forth on Schedule I attached hereto and is incorporated herein by reference. Also set forth on Schedule I and incorporated herein by reference are Mr. Icahn's material occupations, positions, offices or employments during the past five years, including the principal business and address of any business, corporation or other organization in which such occupation, position, office or employment was carried on. The name, position, citizenship, business address, present principal occupation or employment, material occupations, positions, offices or employments during the past five years and the principal business address of any business corporation or other organization in which such occupation, position, office or employment was carried on, of each executive officer and director of Riverdale and Highcrest are set forth on Schedule I attached hereto and are incorporated herein by reference. Neither the Purchaser, Riverdale, Highcrest, Mr. Icahn, nor any executive officer or director of any of the foregoing, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of such laws. Set forth below is financial information with respect to the Purchaser and Highcrest and its consolidated subsidiaries. Neither the Purchaser nor Highcrest is subject to periodic reporting requirements under the Exchange Act. The financial information set forth below is unaudited. Such entities do not prepare audited financial statements in the ordinary course of their -22- business and, accordingly, such audited financial statements were not available or obtainable without unreasonable cost or expense. -23- Highcrest Investors Corp. Consolidated Balance Sheet December 31, 1994 (Unaudited) (in millions)
ASSETS Current assets: Cash and cash equivalents $ 61.4 Marketable securities 335.6 Receivables: Trade receivables 30.4 Interest and dividends 55.8 Current portion of amounts due from affiliates 6.9 Inventories 51.6 Prepaid expenses and other current assets 9.9 Current deferred tax asset 24.9 --------- Total current assets 576.5 Property, plant and equipment Land 1.4 Manufacturing facilities and other 78.4 Railcars leased to others 1,318.0 --------- 1,397.8 Less accumulated depreciation 536.2 --------- Net property, plant and equipment 861.6 Notes receivable 190.0 Amounts due from affiliates 135.5 Investment in partnership 5.9 Net deferred tax asset 60.4 Deferred charges, deposits and other assets 17.2 Investment in preferred stock of affiliate 12.6 --------- Total assets $ 1,859.7 --------- ---------
-24- Highcrest Investors Corp. Consolidated Balance Sheet December 31, 1994 (Unaudited) (in millions)
LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities: Short-term borrowings $ 182.5 Trade payables 30.4 Income taxes payable 15.2 Due to brokers 40.8 Accrued expenses: Interest 4.7 Salaries, wages and employee benefits 7.5 Other 49.8 Current portion of settlement agreement obligation 10.0 Current portion of phase-out reserve 4.1 Current deferred tax liability 37.9 --------- Total current liabilities 382.9 Long-term debt 638.5 Deferred income taxes 306.8 Phase-out reserve, net of current portion 37.6 Other liabilities 50.3 --------- Total liabilities 1,416.1 --------- Commitments and contingencies Minority interest 6.4 --------- Shareholder's equity: Common stock and paid-in-capital 128.2 Retained earnings 256.5 Minimum pension liability adjustment, net of taxes of $8.8 million (14.3) Carryover basis adjustment, net of taxes of $3.0 million 5.0 Unrealized holding gains on marketable securities, net of taxes of $37.9 million 61.8 --------- Total shareholder's equity 437.2 --------- Total liabilities and shareholder's equity $ 1,859.7 --------- ---------
-25- Highcrest Investors Corp. Consolidated Income Statement For the Year Ended December 31, 1994 (Unaudited) (in millions)
Revenues: Railcar rentals and services $ 228.4 Manufacturing operations 152.1 Investment income 30.9 Other, net 27.5 ------- Total revenues 438.9 ------- Costs and expenses: Fleet operating expenses 48.8 Cost of manufacturing 150.9 Selling administrative and other expenses 43.8 Depreciation 64.0 Interest 79.2 Phase-out reserve expense 1.5 Settlement agreement expense 5.0 ------- Total costs and expenses 393.2 ------- Income (loss) before taxes 45.7 Income tax expense 16.4 ------- Net income $ 29.3 ------- -------
-26- High River Limited Partnership Balance Sheet 6/30/95 (Unaudited)
Assets: Cash $ 1,065,480 Securities @ market 21,185,350 Other investment @ cost 6,276,036 Investment in partnership @ cost 972,943 ----------- $29,499,809 ----------- ----------- Liabilities and capital: Due to brokers $ 6,339,055 Securities sold not yet purchased @ market 772,500 Partners' capital 22,388,254 ----------- $29,499,809 ----------- -----------
-27- High River Limited Partnership Balance Sheet 12/31/94 (Unaudited)
Assets: Cash $ 3,254,659 Securities @ market 7,688,250 Note receivable 270,000 ----------- $11,212,909 ----------- ----------- Due to brokers $ 5,538,069 Partners' capital 5,674,840 ----------- $11,212,909 ----------- -----------
Neither Mr. Icahn, the Purchaser nor Riverdale, nor, to the best of their knowledge, any of the Persons listed on Schedule I attached hereto, (i) beneficially own or have a right to acquire any Units, (ii) have affected any transaction in the Units, or (iii) have any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Partnership, including, but not limited to, contracts, arrangements, understandings or relationships concerning transfer or voting thereof, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies. SECTION 12. SOURCE OF FUNDS. The Purchaser expects that approximately $680,790.00 will be required to purchase __________ Units, if tendered, and to pay related fees and expenses. The Purchaser will obtain all of those funds from: (i) its liquid assets; (ii) a capital contribution from its limited partner, Highcrest, which will obtain such funds from its liquid assets and/or the liquid assets of its wholly-owned, direct or indirect subsidiaries. Highcrest has irrevocably committed to make such capital contribution. SECTION 13. BACKGROUND OF THE OFFER. Prior Contacts with the Partnership. During the period beginning on or about July 27, 1995, Mr. Icahn participated in several telephone conversations with persons acting on behalf of the Partnership's general partner (including one conversation with such general partner), during which the possibility of conducting a joint tender offer for Units and also -28- the possible purchase of the general partner or an interest therein was explored. No agreement with respect to any such transaction was reached. Trading History of the Units. The Partnership's Form 10-K states: "There is no established public trading market for limited partnership units nor is one expected to develop." Valuation Analysis. The Purchaser reviewed publicly available financial information relating to the Partnership for fiscal 1994 in order to determine an adjusted net income (reduced by an amount intended to reflect normal capital expenditures and operating expenses) of $447,963.00, and then capitalized that amount at 10.50%, which the Purchaser believes represents an appropriate capitalization rate for a real estate portfolio such as the Partnership's. That review process produced an estimated aggregate net asset value per Unit (exclusive of cash and cash equivalents equal to approximately $70.00 per Unit) of approximately $146.00. It should be noted that the Purchaser does not have access to any information concerning the Partnership or its properties other than information that is publicly available, that the Purchaser's foregoing calculations are based on rough estimates and that the values resulting therefrom may not be indicative of actual values to any extent. It should also be noted that investors may disagree as to the appropriate capitalization rate to be applied, and Limited Partners are advised that the utilization of a lower capitalization rate results in a higher estimate of aggregate value. SECTION 14. CONDITIONS OF THE OFFER. Notwithstanding any other term of the Offer, the Purchaser will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the acceptance of such Units for payment or the payment therefor, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, -29- purchase of or payment for any Units by the Purchaser, (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Units, including, without limitation, the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) imposes or confirms limitations on the ability of the Purchaser to fully exercise the voting rights conferred pursuant to its appointment as proxy in respect of all tendered Units which it accepts for payment, (iv) requires divestiture by the Purchaser of any Units, (v) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (vi) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations, or prospects of the Partnership, which is outside the ordinary course of the Partnership's business or may be materially adverse to the Partnership, or the Purchaser shall have become aware of any fact that does or may have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension or a limitation on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; -30- (e) the Partnership's general partner shall not have consented in writing to, and shall not have taken all other action that the Purchaser deems necessary, in the Purchaser's judgment, for the admission of the Purchaser to the Partnership, simultaneously with the consummation of the Offer, as a substitute Limited Partner in accordance with the Partnership Agreement and applicable law; (f) the Partnership's general partner shall not have furnished to the Purchaser such information as is necessary, in the Purchaser's judgment, to verify that the person purporting to transfer Units to the Purchaser pursuant to the Offer is in fact the owner of such Units as reflected on the Partnership's books and records; (g) the Partnership's general partner shall have caused the Partnership to impose unreasonable transfer, substitution or similar fees, including, without limitation, those that would otherwise apply to: (i) the tender of Units by holders pursuant to the Offer, (ii) the transfer of such Units to the Purchaser and (iii) the admission of the Purchaser as a substitute Limited Partner in respect of such Units; (h) there shall have been threatened, instituted or pending any action or proceeding before any court or governmental agency or other regulatory or administrative agency or commission or by any other person, challenging the acquisition of any Units pursuant to the Offer or otherwise directly or indirectly relating to the Offer, or otherwise, in the judgment of the Purchaser, adversely affecting the Purchaser or the Partnership; (i) the Partnership shall have (i) issued, or authorized or proposed the issuance of, any partnership interests of any class, or any securities convertible into, or rights, warrants or options to acquire, any such interests or other convertible securities, (ii) issued or authorized or proposed the issuance of any other securities, in respect of, in lieu of, or in substitution for, all or any of the presently outstanding Units, or (iii) declared or paid any distribution, other than in cash, on any of its partnership interests, or (iv) the Partnership or any of the Partnership's general partner shall have authorized, proposed or announced its intention to propose any merger, consolidation or business combination transaction, acquisition of assets, disposition of assets or material change in its capitalization, or any comparable event not in the ordinary course of business; (j) a tender offer or exchange offer for some or all of the Units is made or publicly announced or proposed to be made, supplemented or amended by any person other than the Purchaser; or -31- (k) the general partner of the Partnership shall have modified, or taken any step or steps to modify, in any way, the procedures or regulations applicable to the registration of Units or transfers of Units on the books and records of the Partnership or the admission of transferees of Units as Limited Partners. The foregoing conditions are for the sole benefit of the Purchaser and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser concerning the events described above will be final and binding upon all parties. If the Purchaser, in its sole discretion, waives the condition contained in the foregoing paragraph (g), then the Purchaser will, to the extent of such waiver, pay all applicable fees referred to in such paragraph. SECTION 15. CERTAIN LEGAL MATTERS. General. Except as set forth in this Section 15, the Purchaser is not, based on its review of publicly available filings by the Partnership with the Commission and other publicly available information regarding the Partnership, aware of any licenses or regulatory permits that would be material to the business of the Partnership, taken as a whole, and that might be adversely affected by the Purchaser's acquisition of Units as contemplated herein, or any filings, approvals or other actions by or with any domestic or foreign governmental authority or administrative or regulatory agency that would be required prior to the acquisition of Units by the Purchaser pursuant to the Offer as contemplated herein. While there is no present intent to delay the purchase of Units tendered pursuant to the Offer pending receipt of any such additional approval or the taking of any such action, there can be no assurance that any such additional approval or action, if needed, would be obtained without substantial conditions or that adverse consequences might not result to the Partnership's business, or that certain parts of the Partnership's business might not have to be disposed of or other substantial conditions complied with in order to obtain such approval or action, any of which could cause the Purchaser to elect to terminate the Offer without purchasing Units thereunder. The Purchaser's obligation to purchase and pay for Units is subject to certain conditions, including conditions related to the legal matters discussed in this Section 15 of the Offer to Purchase. Antitrust. The Purchaser does not believe that the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, is applicable to the acquisition of Units contemplated by the Offer. Margin Requirements. The Units are not "margin securities" under the regulations of the Board of Governors of the Federal Reserve System and, accordingly, those regulations generally are not applicable to the Offer. -32- State Laws. The Purchaser is not aware of any jurisdiction in which the making of the Offer is not in compliance with applicable law. If the Purchaser becomes aware of any jurisdiction in which the making of the Offer would not be in compliance with applicable law, the Purchaser will make a good faith effort to comply with any such law. If, after such good faith effort, the Purchaser cannot comply with any such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) Limited Partners residing in such jurisdiction. In those jurisdictions whose securities or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer shall be made on behalf of the Purchaser, if at all, only by one or more registered brokers or dealers licensed under the laws of that jurisdiction. SECTION 16. FEES AND EXPENSES. Except as set forth in this Section 16, the Purchaser will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Units pursuant to the Offer. The Purchaser has retained IBJ Schroder Bank & Trust Company to act as Depositary and D.F. King & Co., Inc. to act as Information Agent in connection with the Offer. The Purchaser will pay the Depositary and Information Agent reasonable and customary compensation for their services in connection with the Offer, plus reimbursement for out-of-pocket expenses, and will indemnify the Depositary and Information Agent against certain liabilities and expenses in connection therewith, including liabilities under the federal securities laws. The Purchaser will also pay all costs and expenses of printing and mailing the Offer and its legal fees and expenses. No person has been authorized to give any information or to make any representation on behalf of the Purchaser not contained herein or in the Assignment of Partnership Interest and, if given or made, such information or representation must not be relied upon as having been authorized. The Purchaser has filed with the Commission a Tender Offer Statement on Schedule 14D-1 (including exhibits), pursuant to Rule 14d-3 under the Exchange Act, furnishing certain additional information with respect to the Offer, and may file amendments thereto. The Schedule 14D-1 and any amendments thereto, including exhibits, may be inspected and copies may be obtained at the same places and in the same manner as set forth in the Introduction of the Offer to Purchase (except that they will not be available at the regional offices of the Commission). HIGH RIVER LIMITED PARTNERSHIP August 3, 1995 -33- Manually signed facsimile copies of the Assignment of Partnership Interest will be accepted. The Assignment of Partnership Interest and any other required documents should be sent or delivered by each Limited Partner or such Limited Partner's broker, dealer, bank, trust company or other nominee to the Depositary as set forth below. The Depositary for the Offer is: IBJ SCHRODER BANK & TRUST COMPANY By Mail: P.O. Box 84 Bowling Green Station New York, New York 10274-0084 Attn: Reorganization Operations Department By Hand/Overnight Delivery: One State Street New York, New York 10004 Attn: Securities Processing Window, Subcellar One, (SC-1) By Facsimile: (212) 858-2611 Confirm by Telephone: (212) 858-2103 Questions and requests for assistance or for additional copies of the Offer to Purchase and the Assignment of Partnership Interest may be directed to the Information Agent at its telephone number and address listed below. You may also contact your broker, dealer, bank, trust company or other nominee for assistance concerning the Offer. -34- The Information Agent for the Offer is: D.F. KING & CO., INC. 77 Water Street New York, New York 10005 (212) 269-5550 (Collect) or (800) 628-8538 (Toll Free) -35- SCHEDULE I The name and position of the executive officers and directors of Riverdale Investors Corp., Inc. ("Riverdale") are set forth below. The business address of each executive officer and director is c/o Icahn Associates Corp., 114 West 47th Street, 19th Floor, New York, N.Y. 10036. Each executive officer and director is a citizen of the United States of America. NAME POSITION - ---- -------- Carl C. Icahn Director Edward E. Mattner President Robert J. Mitchell Vice President and Treasurer The name and position of the executive officers and directors of Highcrest Investors Corp. ("Highcrest") are set forth below. Unless otherwise indicated, the business address of each executive officer and director is c/o Icahn Associates Corp., 114 West 47th Street, 19th Floor, New York, N.Y. 10036. Each executive officer and director is a citizen of the United States of America. NAME POSITION - ---- -------- Carl C. Icahn Chairman of the Board, President and Director Richard T. Buonato (1) Senior Vice President, Treasurer and Director Mark H. Rachesky Managing Director Edward E. Mattner Director The following sets forth the (a) name, (b) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment or occupation is conducted and (c) material occupations, positions, offices or employments during the last five years, giving the starting and ending dates of each and the name, principal business and address of any business corporation or other organization in which such occupation, position, - --------------- (1) Business address is 1 Wall Street Court, Suite 920, New York, N.Y. 10005. I-1 office or employment was carried on, of each executive officer and director of Riverdale and Highcrest. NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS Carl C. Icahn Mr. Icahn's present principal occupation is acting as President and a Director of Icahn Holding Corporation, a Delaware corporation ("IHC") and Chairman of the Board and a Director of various of IHC's subsidiaries, including ACF Industries, Inc., a New Jersey corporation ("ACF"). IHC is primarily engaged in the business of holding, either directly or through subsidiaries, a majority of the common stock of ACF and its address is 100 South Bedford Road, Mount Kisco, N.Y. 10549. ACF is primarily engaged in the business of leasing, selling and manufacturing railroad freight and tank cars and its address is 3301 Rider Trail South, Earth City, Missouri 63045. Mr. Icahn has been President and a Director of IHC since August 1982 and has been a director of ACF since June 1984 and Chairman of the Board of ACF since October 1984. Mr. Icahn also maintains similar positions with various of ACF's affiliates, including: (i) since 1968, Mr. Icahn has been Chairman of the Board, President and a Director of Icahn & Co., Inc., a Delaware corporation (collectively with its predecessor companies by merger, "Icahn & Co."), which is a registered broker-dealer and a member firm of the New York Stock Exchange, Inc. and whose address is 1 Wall Street Court, New York, N.Y. 10005; (ii) since November 1990, Mr. Icahn has been Chairman of the Board and a Director of American Property Investors, Inc., a Delaware corporation ("API") primarily engaged in the business of acting as general partner of American Real Estate Partners, L.P., and whose address is 90 South Bedford Road, Mount Kisco, N.Y. 10549; and (iii) from 1986 until January 1993, when he resigned, Mr. Icahn was a Director and Chairman of the Board of Trans World Airlines, Inc. ("TWA"), whose address is One City Centre, 515 N. Sixth Street, St. Louis, Missouri 63101. Since June 1993, Mr. Icahn has also served as a Director of Astrum International Corp., a Delaware holding company ("Astrum") whose principal subsidiaries are Samsonite Corporation, a manufacturer and distributor of luggage, Culligan International Company, a manufacturer of water purification and treatment equipment and McGregor Corporation, a manufacturer and distributor of apparel products and a licensor of apparel brand names. Astrum's address is 40301 Fisher Island Drive, Fisher Island, Florida 33109. I-2 Edward E. Mr. Mattner's present principal occupation is acting as a Mattner securities trader at Icahn & Co., a registered broker-dealer and a member firm of the New York Stock Exchange, Inc. whose address is 1 Wall Street Court, New York, N.Y. 10005. Mr. Mattner has served in this capacity since May 1976. Robert J. Mr. Mitchell's present principal occupation is acting as Mitchell Senior VicePresident Finance of ACF. ACF is primarily engaged in the business of leasing, selling and manufacturing railroad freight and tank cars and its address is 3301 Rider Trail South, Earth City, Missouri 63045. Mr. Mitchell has served as Executive Vice President Finance since March 1995 and also served as Secretary of ACF since August 1993, Treasurer from December 1984 to March 1995 and Assistant Secretary from September 1986 to August 1993. Mr. Mitchell has also served as Treasurer (since May 1988) and Chief Financial Officer (since March 1995) of American Railcar Industries, Inc., a subsidiary of ACF primarily engaged in the business of repairing, refurbishing, painting and maintaining railcars and in manufacturing and selling parts for railcars and other industrial purposes. The address of American Railcar Industries, Inc. is 3301 Rider Trail South, Earth City, Missouri 63045. Mr. Mitchell became Treasurer of TWA, whose address is One City Centre, 515 N. Sixth Street, St. Louis, Missouri 63101, in 1987 and held that position until he resigned, effective as of January 5, 1993. From March 1982 until November 1984, Mr. Mitchell was a Vice President-Department Head of National Westminster Bank, USA, located at 175 Water Street, New York, N.Y. 10038. Richard T. Mr. Buonato's present principal occupation is acting as Vice Buonato President and Controller of Icahn & Co., a registered broker- dealer and a member firm of the New York Stock Exchange, Inc. whose address is 1 Wall Street Court, New York, N.Y. 10005. Mr. Buonato has served as Vice President since December 1977 and as Controller since May 1976. Since February 1982, Mr. Buonato has also served as Vice President and Controller of IHC, a company primarily engaged in the business of holding, either directly or through subsidiaries, a majority of the common stock of ACF. The address of IHC is 100 South Bedford Road, Mount Kisco, N.Y. 10549. Mark H. Mr. Rachesky's present principal occupation is acting as Managing I-3 Rachesky Director of IHC, which is primarily engaged in the business of holding, either directly or through subsidiaries, a majority of the common stock of ACF and whose address is 100 South Bedford Road, Mount Kisco, N.Y. 10549. Mr. Rachesky has served as Managing Director of IHC since February 1990. Since November 1990, Mr. Rachesky has also served as a Director and Vice President of API, the general partner of American Real Estate Partners, L.P. API's address is 90 South Bedford Road, Mount Kisco, N.Y. 10549. I-4 EX-2 3 EXHIBIT 2 - ASSIGNMENT OF PARTNERSHIP INTEREST ASSIGNMENT OF PARTNERSHIP INTEREST TO TENDER UNITS OF LIMITED PARTNERSHIP INTEREST OF MCNEIL PACIFIC INVESTORS FUND 1972 PURSUANT TO THE OFFER TO PURCHASE DATED AUGUST 3, 1995 AS AMENDED FROM TIME TO TIME OF HIGH RIVER LIMITED PARTNERSHIP THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 30, 1995, UNLESS THE OFFER IS EXTENDED. Unitholders desiring to tender their Units should complete and sign this Assignment of Partnership Interest, and forward it to the Depositary at the address or facsimile number set forth below AND DELIVER ALL CERTIFICATES REPRESENTING THEIR INTERESTS IN UNITS TENDERED ("UNIT CERTIFICATES"), TOGETHER WITH THE UNITHOLDERS COPY OF THE RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP EXECUTED BY THE GENERAL PARTNER OF THE PARTNERSHIP ("PARTNERSHIP AGREEMENT", TOGETHER WITH THE UNIT CERTIFICATES, THE "CERTIFICATES") to the Depositary at the address set forth below. Instructions for completing this Assignment of Partnership Interest are included herein, along with a pre-addressed envelope to the Depositary. _________________________________________________________________ The Depositary for the Offer is: IBJ SCHRODER BANK & TRUST COMPANY By Mail: P.O. Box 84 Bowling Green Station New York, New York 10274-0084 Attn: Reorganization Operations Department By Facsimile: (212) 858-2611 To Confirm: (212) 858-2103 By Hand/Overnight Delivery: One State Street New York, New York 10004 Attn: Securities Processing Window, Subcellar One, (SC-1) IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN COMPLETING THE ASSIGNMENT OF PARTNERSHIP INTEREST, PLEASE CALL THE INFORMATION AGENT, D.F. KING & CO., INC., AT (212) 269-5550 (COLLECT) OR TOLL FREE, AT (800) 628-8538. DELIVERY OF THIS ASSIGNMENT OF PARTNERSHIP INTEREST OR ANY OTHER REQUIRED DOCUMENTS TO AN ADDRESS OTHER THAN THE ONE SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTION VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE VALID DELIVERY. -2- PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS. CAPITALIZED TERMS USED HEREIN AND NOT DEFINED SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE HIGH RIVER LIMITED PARTNERSHIP OFFER TO PURCHASE LIMITED PARTNERSHIP UNITS OF MCNEIL PACIFIC INVESTORS FUND 1972 DATED AUGUST 3, 1995 AS IT MAY BE AMENDED FROM TIME TO TIME, THE "OFFER TO PURCHASE"). Ladies and Gentlemen: The undersigned hereby tenders to High River Limited Partnership, a Delaware limited partnership (the "Purchaser"), the number of the undersigned's units of limited partnership interest specified below (together with the Certificates to the extent of such units of limited partnership interest specified below, and all right, title and interest associated therewith, the "Units") in McNeil Pacific Investors Fund 1972, a California limited partnership (the "Partnership"), at a price of $110.00 per Unit, net to the seller in cash, less the amount of distributions per unit, if any, made by the Partnership between August 3, 1995 and the Expiration Date, upon the terms and subject to the conditions set forth in the Offer to Purchase, receipt of which is hereby acknowledged, and in this Assignment of Partnership Interest (which, together with any supplements or amendments, collectively constitute the "Offer"). The Purchaser reserves the right to permit any direct or indirect wholly-owned subsidiary of Highcrest to become a partner of the Purchaser and to transfer or assign, in whole or from time to time in part, to one or more of its affiliates, the right to purchase Units tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer or prejudice the rights of tendering Limited Partners to receive payment for Units validly tendered and accepted for payment pursuant to the Offer. Subject to and effective upon acceptance for payment of and payment for the Units tendered hereby, the undersigned hereby sells, assigns, and transfers to or upon the order of the Purchaser all right, title and interest in and to all of the Units tendered hereby (including the related Certificates), including, without limitation, all rights in, and claims to, any voting rights, rights to be substituted as a Limited Partner of the Partnership, Partnership profits and losses, cash distributions and other benefits of any nature whatsoever distributable or allocable or otherwise to such tendered Units under the Partnership Agreement; provided, that if proration of tendered Units is required as described in Section 1 of the Offer to Purchase, this Assignment of Partnership Interest shall be effective to transfer to the Purchaser only that number of the -3- undersigned's Units as is accepted for payment and thereby purchased by the Purchaser. The undersigned understands that upon acceptance for payment of and payment for the tendered Units, the Purchaser will be entitled to seek admission to the Partnership as a Limited Partner in substitution for the undersigned as to all tendered Units, except that if proration of tendered Units is required as described in Section 1 of the Offer to Purchase, and as a result the Purchaser accepts for payment and thereby purchases less than all of the undersigned's Units tendered hereby, then the undersigned may continue to be a Limited Partner with respect to the tendered Units that are not purchased. The undersigned irrevocably appoints the Purchaser, its general partner, and any designees of the Purchaser, as the attorneys-in- fact and proxies of the undersigned, each with full power of substitution, to exercise all voting and other rights with respect to the Units tendered by the undersigned and accepted for payment by the Purchaser, including without limitation, to deliver such Units and transfer ownership of such Units on the Partnership books maintained by the general partner of the Partnership and to become a substituted limited partner and to receive all benefits and otherwise exercise all rights of beneficial ownership of such Units and as a limited partner of the Partnership, all in accordance with the terms of the Offer. Such power of attorney and proxy shall be considered coupled with an interest in the tendered Units and is irrevocable. When the Units tendered hereby are accepted for payment pursuant to the Offer, all prior proxies and powers given by the undersigned with respect to the Units will, without further action, be revoked, and no subsequent proxies or powers may be given, and if given will not be effective. The Purchaser, its general partner and any designee of the Purchaser will, with respect to the Units, be empowered to exercise all voting and other rights of the undersigned as they, in their sole discretion, may deem proper, whether at any meeting of the Partnership's Limited Partners, by written consent or otherwise. The foregoing proxy and power may be exercised by the Purchaser or any of the other persons referred to above acting alone. In addition to and without limiting the generality of the foregoing, the undersigned hereby irrevocably (a) appoints, any person nominated by the Purchaser, or any designee thereof (the "Agent"), as the undersigned's attorney-in-fact, with an irrevocable instruction to the Agent to execute all or any instruments of transfer and/or other documents in the Agent's discretion in relation to the Units tendered hereby and to make all elections and do all such other acts and things as may in the opinion of the Agent be necessary or expedient for the purpose -4- of, or in connection with, the undersigned's acceptance of the Offer and to vest in the Purchaser, or as it may direct, those Units (or, if proration of tendered Units is required as described in Section 1 of the Offer to Purchase, such of those Units as are purchased by the Purchaser); (b) authorizes and requests the Partnership and its general partner to take any and all acts as may be required to effect the transfer of the undersigned's Units (or, if proration of tendered Units is required as described in Section 1 of the Offer to Purchase, such of those Units as are purchased by the Purchaser) to the Purchaser or the Purchaser's nominee and admit the Purchaser as a substitute Limited Partner in the Partnership; (c) assigns to the Purchaser and its assigns all of the right, title and interest of the undersigned in and to any and all distributions made by the Partnership from and after the expiration of the Offer in respect of the Units tendered by the Limited Partner (or, if proration is required, as described in Section 1 of the Offer to Purchase, such of those Units as are purchased by the Purchaser); and (d) agrees not to exercise any rights pertaining to the Units without the prior consent of the Purchaser. The undersigned hereby represents and warrants for the benefit of the Partnership and the Purchaser that the undersigned owns the Units tendered hereby and has full power and authority to validly tender, sell, assign and transfer the Units tendered hereby and that when the same are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof, and such Units will not be subject to any adverse claims and that the transfer and assignment contemplated herein are in compliance with all applicable laws and regulations. The undersigned further represents and warrants that the undersigned is a "United States person," as defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, or if the undersigned is not a United States person, the undersigned does not own beneficially or of record more than 5 per cent of the outstanding Units. Upon request, the undersigned will execute and deliver any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the assignment, transfer and purchase of Units tendered hereby and otherwise in order to complete the transactions, transfers and admissions to the Partnership contemplated herein. The undersigned understands that a tender of Units pursuant to the procedures described in Section 3 of the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the -5- terms and subject to the conditions of the Offer. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer, this tender is irrevocable. SIGN HERE TO TENDER YOUR UNITS PLEASE BE SURE TO COMPLETE ALL APPLICABLE BLANKS By executing this document in the space provided below, the undersigned Limited Partner (or authorized person signing on behalf of the registered Limited Partner) hereby: (i) evidences his agreement to and acceptance of all of the terms, provisions and matters set forth in this Assignment of Partnership Interest and in the Offer; and (ii) tenders the number of Units specified below pursuant to the terms of the Offer. The undersigned hereby acknowledges, certifies, under penalty of perjury, to all of the foregoing and that the information and representations set forth below and provided in Boxes A and B of this Assignment of Partnership Interest, which have been duly completed by the undersigned, are true and correct as of the date hereof. X______________________ Address:_____________________________ X______________________ _____________________________________ Signature(s) of (Include Zip Code) Limited Partners (Must be signed by registered Limited Partner(s) exactly as name(s) appear(s) in the Certificate(s) or in the Partnership's records. If signature is by an officer of a corporation, attorney-in-fact, agent, executor, administrator, trustee, guardian or other person(s) acting in fiduciary or representative capacity, please complete the line captioned "Capacity (Full Title)" and see Instruction 5.) (The address provided above must be the REGISTERED address of the Limited Partner, or else a signature guarantee is required below. See Instructions 1 and 6.) Date:____________________________________ In addition to signing your name above, PLEASE PRINT YOUR NAME(S) in the following space:________________________________________ Capacity (Full Title): ________________________________________ Area Code and Telephone Number ________________________________ Total Number of Units Owned:_____ Number of Units Tendered:_____ (See Instruction 4.) -6- GUARANTEE OF SIGNATURE(S) (If Required--See Instructions 1 and 5) Authorized Signature:__________________________________________ Name of Firm:__________________________________________________ Name:__________________________________________________________ Address:_______________________________________________________ Date:__________________________________________________________ Area Code and Tel. No.:________________________________________ -7- STATEMENT OF DESTROYED, LOST OR STOLEN CERTIFICATE(S) (IF REQUIRED - SEE INSTRUCTION NO. 11) TO BE COMPLETED ONLY IF YOU CANNOT LOCATE YOUR CERTIFICATES NAME & ADDRESS ________________________________________________ CITY/STATE/ZIP _______________________________________________ NUMBER OF UNITS OWNED ________ PLEASE CHECK TO INDICATE IF YOU ARE MISSING EITHER OR BOTH OF THE FOLLOWING: UNIT CERTIFICATES ________ PARTNERSHIP AGREEMENT ________ The undersigned person(s) hereby represents, warrants, acknowledges and agrees under penalty of perjury as follows: I am the lawful owner of Certificate(s) representing the number of Units referred to above. The Certificate(s) has not been endorsed, cashed, negotiated, transferred, assigned, or otherwise disposed of. I have made a diligent search for the Certificate(s) and have been unable to find it, and make this Statement to the Purchaser, the Partnership, the general partner thereof and the transfer agent contemplated under the Partnership's partnership agreement (the "Transfer Agent") for the purpose of inducing the acceptance of tender of the Certificate(s) without surrender of the Certificate(s), and hereby agree to surrender the Certificate(s) for cancellation should I at any time find the Certificate(s). I, in consideration of the proceeds of tendering the Units and the Certificate(s), agree to completely indemnify, protect and save harmless the Purchaser, the Partnership, the general partner thereof, the Transfer Agent, the Depository, and each of their respective agents and affiliates, and any other party to the transaction (collectively, the "Obligees"), from and against all loss, costs and damages, including, without limitation, court costs and attorneys' fees, which they may be subject to or liable for in respect of the cancellation and replacement of the Certificate(s), and the distribution of the proceeds of the Certificate(s). The rights accruing to the Obligees under the preceding sentences shall not be limited by the negligence, inadvertence, accident, oversight or their failure to inquire into, contest, or litigate any claim, whenever such negligence, inadvertence, accident, oversight, breach or failure may occur or have occurred. -8- Signed and delivered this _____ day of _________, 1995. X________________________________________ X________________________________________ Signature(s) of Limited Partners -9- IMPORTANT! Limited Partners must also complete both PART A and PART B below. PART A SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Payer's request for Taxpayer Identification Number (TIN) PART 1 - (a) NAME (If joint names, list first and circle the name of the person or entity whose number you enter in Part 2 below). (See Guidelines if your name has changed.) (b) Business name (Sole Proprietors see Guidelines.) (c) Please check appropriate box: / / Individual/Sole Proprietor / / Corporation / / Partnership / / Other (d) Address (Number, Street, Apt. or Suite No., City, State and Zip Code). PART 2 - PLEASE PROVIDE YOUR TIN ON THE APPROPRIATE LINE BELOW AND CERTIFY BY SIGNING AND DATING BELOW. ____________________________ Social Security Number OR ____________________________ Employer Identification Number For Payees Exempt From Backup Withholding (See Part II of Guidelines) __________________________________________ -10- PART 3 - CERTIFICATION Under penalties of perjury, I certify that: (a) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and (b) I am not subject to backup withholding because (i) I am exempt from backup withholding, (ii) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified me that I am no longer subject to backup withholding. Awaiting TIN / / Certification Instructions - You must cross out item (b) in Part 3 above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. SIGNATURE: ___________________________ DATE: __________________ NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER (To be completed only if the box in Part 3 above is checked) I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that (i) if I do not provide a taxpayer identification number within seven days after the Depositary receives my Awaiting TIN Certification, backup withholding, if applicable, will begin and continue until I furnish my taxpayer identification number, and (ii) if within sixty days the -11- Depositary receives my taxpayer identification number on a new IRS Form W-9 or Substitute Form W-9, the Depositary will return amounts withheld through the date such IRS Form W-9 or Substitute Form W-9 is received. __________________________________ __________________________ Signature Date -12- PART B FIRPTA AFFIDAVIT - CERTIFICATE OF NON-FOREIGN STATUS Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon this disposition of a U.S. real property interest, the undersigned hereby certifies the following on behalf of the tendering Limited Partner named below: 1. The Limited Partner, if an individual, is not a nonresident alien for purposes of U.S. income taxation, and if not an individual, is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); 2. The name of the Limited Partner is __________________________________________________; 3. The Limited Partner's Social Security Number (for individuals) or Employer Identification Number (for non-individuals) is ____________________; and 4. The Limited Partner's home address (in the case of an individual) or office address (in the case of an entity) is ___________________________________________________. I understand that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement I have made here could be punished by fine, imprisonment, or both. Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and if the Limited Partner is not an individual, I further declare that I have authority to sign this document on behalf of the Limited Partner. ________________________________________ ______________________ Signature Date Title: ________________________________________ -13- INSTRUCTIONS TO ASSIGNMENT OF PARTNERSHIP INTEREST FOR MCNEIL PACIFIC INVESTORS FUND 1972 FORMING PART OF TERMS AND CONDITIONS OF THE OFFER 1. GUARANTEE OF SIGNATURES. If the Assignment of Partnership Interest is signed by the registered holder of the Units and payment is to be made directly to that holder at that holder's registered address, then no signature guarantee is required on the Assignment of Partnership Interest. Similarly, if the Units are tendered for the account of a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank, savings bank, credit union, savings and loan association or trust company having an office, branch or agency in the United States, which is a participant in the Security Transfer Agent Medallion Program (each an "Eligible Institution"), no signature guarantee is required on the Assignment of Partnership Interest. However, in all other cases, all signatures on the Assignment of Partnership Interest must be guaranteed by an Eligible Institution. 2. DELIVERY OF ASSIGNMENT OF PARTNERSHIP INTEREST. The Assignment of Partnership Interest is to be completed by all Limited Partners who wish to tender Units in response to the Offer. For a Limited Partner validly to tender Units, a properly completed and duly executed Assignment of Partnership Interest (or a facsimile thereof), along with ANY AND ALL CERTIFICATES, any required signature guarantees and any other required documents, must be received by the Depositary at one of its addresses set forth herein on or prior to the Expiration Date (as defined in the Offer to Purchase). THE METHOD OF DELIVERY OF THE ASSIGNMENT OF PARTNERSHIP INTEREST AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING LIMITED PARTNER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. No alternative, conditional or contingent tenders will be accepted, and no fractional Units will be purchased (except from a Limited Partner who is tendering all of the Units owned by that Limited Partner). All tendering Limited Partners, by execution -14- of the Assignment of Partnership Interest (or facsimile thereof), waive any right to receive any notice of the acceptance of their Units for payment. 3. INADEQUATE SPACE. If the space provided herein is inadequate, additional information may be provided on a separate signed schedule attached hereto. 4. MINIMUM TENDERS/PARTIAL TENDERS. In order for a tender to be valid, a Limited Partner must satisfy the Minimum Units Requirements (as defined in the second paragraph of the Offer to Purchase). If fewer than all the Units evidenced by any Certificate submitted are to be tendered, fill in the number of Units which are to be tendered in the box entitled "Number of Units Tendered." In such case, new Certificate(s) for the remainder of the Units that were evidenced by your old Certificate(s) will be sent to you, at the address set forth above, as soon as practicable after the expiration of the Offer. All Units represented by Certificates which are listed above and delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. SIGNATURES ON ASSIGNMENT OF PARTNERSHIP INTEREST. If the Assignment of Partnership Interest is signed by the registered holder(s) of the Units tendered hereby, the signature(s) must correspond exactly with the name(s) as shown on the records of the Partnership without alteration, enlargement or any change whatsoever. If any of the Units tendered hereby are held of record by two or more joint holders, all such holders must sign the Assignment of Partnership Interest. If the Assignment of Partnership is signed by trustees, executors, administrators, guardians, attorneys-in-fact, agents, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Depositary of their authority so to act must be submitted. 6. SPECIAL DELIVERY INSTRUCTIONS. If a check or new Certificate (see Instruction 4) is to be sent to an address other than the registered address, signature guarantees are required. See Instruction 1. 7. WAIVER OF CONDITIONS. The Purchaser expressly reserves the absolute right, in its sole discretion, to waive any -15- of the specified conditions of the Offer, in whole or in part, in the case of any Units tendered. 8. REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions or requests for assistance may be directed to the Information Agent, D.F. King & Co., Inc., at (212) 269-5550 (Collect) or toll free, at (800) 628-8538. Copies of the Offer to Purchase and the Assignment of Partnership Interest may be obtained from the Information Agent by calling such number. 9. SUBSTITUTE FORM W-9. Each tendering Limited Partner is required to provide the Depositary with a correct taxpayer identification number ("TIN"), generally the Limited Partner's social security or federal employer identification number, on Substitute Form W-9, which is provided above. You must cross out item (b) in the Certification box on Substitute Form W-9 if you are subject to backup withholding. Failure to provide the information on the form may subject the tendering Limited Partner to 31 percent federal income tax withholding on the payments made to the Limited Partner or other payee with respect to Units purchased pursuant to the Offer. The box in Part 3 of the form may be checked if the tendering Limited Partner has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, backup withholding, if applicable, will begin 7 days after the Depositary receives an Awaiting TIN Certification and will continue until you furnish your TIN. If within 60 days the Depositary receives your TIN on a new IRS Form W-9 or copy of the Substitute Form W-9 provided above, the Depositary will return amounts withheld through the date such IRS Form W-9 or Substitute Form W-9 is received. 10. FIRPTA AFFIDAVIT. To avoid potential withholding of tax pursuant to Section 1445 of the Internal Revenue Code in an amount equal to 10 per cent of the purchase price for Units purchased pursuant to the Offer, plus the amount of any liabilities of the Partnership allocable to such Units, each Limited Partner who or which is a United States person must complete the FIRPTA Affidavit contained in the Assignment of Partnership Interest stating, under penalties of perjury, such Limited Partner's TIN and address, and that such Limited Partner is not a foreign person. Tax withheld under Section 1445 of the Internal Revenue Code is not an additional tax. If withholding results in an overpayment of tax, a refund may be obtained from the IRS. 11. STATEMENT OF DESTROYED, LOST OR STOLEN CERTIFICATE(S). If you are unable to locate any of your Certificate(s), you must complete and sign the Statement of Destroyed, Lost or Stolen -16- Certificate(s) set forth in the Assignment of Partnership Interest. IMPORTANT: THE ASSIGNMENT OF PARTNERSHIP INTEREST OR FACSIMILE COPY THEREOF (TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE. IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE COMPLETING THE ASSIGNMENT OF PARTNERSHIP INTEREST, PLEASE CALL THE INFORMATION AGENT, D.F. KING & CO., INC., AT (212) 269-5550 (COLLECT) OR TOLL FREE, AT (800) 628-8538. -17- IMPORTANT TAX INFORMATION Under federal income tax law, in order to prevent backup withholding on amounts payable to a Limited Partner whose tendered Units are accepted for payment, such Limited Partner is required to provide the Depositary with such Limited Partner's correct TIN on Substitute Form W-9 above or otherwise establish a basis for exemption from backup withholding. If such Limited Partner is an individual, the TIN is his or her social security number. If the Depositary is not provided with the correct TIN, the Limited Partner or other payee may be subject to penalties imposed by the Internal Revenue Service. In addition, payments that are made to such Limited Partner or other payee with respect to Units purchased pursuant to the Offer may be subject to backup withholding. Certain Limited Partners (including, among others, all corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. Exempt Limited Partners should indicate their exempt status on Substitute Form W-9. In order for a foreign person to qualify as an exempt recipient, that Limited Partner must submit to the Depositary a properly completed Internal Revenue Service Form W- 8, signed under penalties of perjury, attesting to that Limited Partner's exempt status. A Form W-8 can be obtained from the Depositary. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions. If backup withholding applies, the Depositary is required to withhold 31 percent of any reportable payments made to the Limited Partner or other payee. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. PLEASE NOTE THAT A TENDERING BENEFICIAL OWNER OF UNITS WHOSE UNITS ARE OWNED OF RECORD BY AN INDIVIDUAL RETIREMENT ACCOUNT OR OTHER QUALIFIED PLAN WILL NOT RECEIVE DIRECT PAYMENT OF THE PURCHASE PRICE; RATHER, PAYMENT WILL BE MADE TO THE CUSTODIAN OF SUCH ACCOUNT OR PLAN. -18- PURPOSE OF SUBSTITUTE FORM W-9 To prevent backup withholding on payments made to a Limited Partner or other payee with respect to Units purchased pursuant to the Offer, the Limited Partner is required to notify the Depositary of the Limited Partner's correct TIN by completing the Substitute Form W-9 provided above, and to certify (i) that the TIN provided on Substitute Form W-9 is correct (or that such Limited Partner is awaiting a TIN) and (ii) that the Limited Partner either (A) is exempt from backup withholding, (B) has not been notified by the Internal Revenue Service that the Limited Partner is subject to backup withholding as a result of a failure to report all interest or dividends or (C) has been notified by the Internal Revenue Service that the Limited Partner is no longer subject to backup withholding. Failure to provide the information requested on such Form or to make the certification requested may subject the tendering Limited Partner to 31 per cent federal income tax withholding on payments received by such Limited Partner (or other payee) with respect to Units that are accepted for payment pursuant to the Offer. WHAT NUMBER TO GIVE THE DEPOSITARY The Limited Partner is required to give the Depositary the TIN (e.g., social security number or employer identification number) of the record owner of the Units. If the Units are held in more than one name or are not held in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. -19- EX-3 4 EXHIBIT 3 - GUIDELINES FOR CERTIFICATION GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Section references are to the Internal Revenue Code of 1986, as amended. Purpose of Substitute Form W-9 The Purchaser is required to file an information return with the IRS and, consequently, must get your correct TIN to report income paid to you. Use Substitute Form W-9 to give your correct TIN to the Depositary and, when applicable, (1) to certify the TIN you are giving is correct (or you are waiting for a number to be issued), (2) to certify you are not subject to backup withholding, or (3) to claim exemption from backup withholding if you are an exempt payee. Giving your correct TIN and making the appropriate certifications will prevent certain payments from being subject to backup withholding. What is Backup Withholding? Under certain conditions, the Purchaser or the Depositary must withhold and pay to the IRS 31 per cent of payments made to you pursuant to the Offer. This is called "backup withholding." Payments that could be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. If you give the Depositary your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return, your payments will not be subject to backup withholding. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the Depositary, or 2. The IRS tells the Purchaser that you furnished an incorrect TIN, or 3. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 4. You do not certify to the Depositary that you are not subject to backup withholding under 3 above (for -1- reportable interest and dividend accounts opened after 1983 only), or 5. You do not certify your TIN. See the Part III instructions below for exceptions. Certain payees and payments are exempt from backup withholding and information reporting. See the Part II instructions below. How To Get A TIN. If you do not have a TIN, apply for one immediately. To apply, get Form SS-5, Application for a Social Security Number Card (for individuals), from your local office of the Social Security Administration, or Form SS-4, Application for Employer Identification Number (for businesses and all other entities), from your local IRS office. If you do not have a TIN, write "Applied For" in the space for the TIN in Part 2 of Substitute Form W-9, complete the certification, sign and date the form (an "Awaiting TIN Certification"), and give it to the Depositary. Backup withholding, if applicable, will begin 7 days after the Depositary receives an Awaiting TIN Certification and will continue until you furnish your TIN. If within 60 days the Depositary receives your TIN on a new IRS Form W-9 or copy of the Substitute Form W-9 provided herewith, the Depositary will return amounts withheld through the date such IRS Form W-9 or Substitute Form W-9 is received. NOTE: Writing "Applied For" on the form means that you have already applied for a TIN OR that you intend to apply for one soon. As soon as you receive your TIN, complete another Form W-9, include your TIN, sign and date the form and give it to the Depositary. PENALTIES Failure to Furnish TIN. If you fail to furnish your correct TIN to the Depositary, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not due to willful neglect. Civil Penalty for False Information With Respect to Withholding. -2- If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If either the Depositary or the Purchaser discloses or uses TINs in violation of Federal law, the Depositary or the Purchaser, as the case may be, may be subject to civil and criminal penalties. SPECIFIC INSTRUCTIONS Name. If you are an individual, you must generally enter the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, please enter your first name, the last name shown on your social security card, and your new last name. Sole Proprietor. You must enter your individual name. (Enter either your SSN or EIN in Part 2.) You may also enter your business name or "doing business as" name on the business name line. Enter your name as shown on your social security card and business name as it was used to apply for your EIN on Form SS-4. Part I -- Taxpayer Identification Number (TIN) If you are a sole proprietor, you may enter your SSN or EIN. Also see the chart below for further clarification of name and TIN combinations. If you do not have a TIN, follow the instructions under "How to Get a TIN" above. Part II -- For Payees Exempt From Backup Withholding If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. Enter your correct TIN and write "Exempt" in Part 2, and sign and date the form. The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except item (9). For -3- broker transactions, listed payees (1) through (13), and a person registered under the Investment Advisors Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except that a corporation that provides medical and health care services or bills and collects payments for such services is not exempt from backup withholding or information reporting. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions, patronage dividends, and payments by certain fishing boat operators. (1) A corporation. (2) An organization exempt from tax under section 501(a), or an individual retirement plan (IRA), or a custodial account under section 403(b)(7). (3) The United States or any of its agencies or instrumentalities. (4) A State, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities. (5) A foreign government or any of its political subdivisions, agencies or instrumentalities. (6) An international organization or any of its agencies or instrumentalities. (7) A foreign central bank of issue. (8) A dealer in securities or commodities required to register in the U.S. or a possession of the U.S. (9) A futures commission merchant registered with the Commodity Futures Trading Commission. (10) A real estate investment trust. (11) An entity registered at all times during the tax year under the Investment Company Act of 1940. (12) A common trust fund operated by a bank under section 584(a). -4- (13) A financial institution. (14) A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List. (15) A trust exempt from tax under section 664 or described in section 4947. Payments of dividends and patronage dividends generally not subject to backup withholding also include the following: * Payments to nonresident aliens subject to withholding under section 1441. * Payments to partnerships not engaged in a trade or business in the U.S. and that have at least one nonresident partner. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the Depositary a completed Form W-8 Certificate of Foreign Status. PART III--CERTIFICATION For a joint account, only the person whose TIN is shown in Part 2 should sign. Privacy Act Notice Section 6109 requires you to give your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income, paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 31 per cent of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply. -5- FOR THIS TYPE OF ACCOUNT GIVE NAME AND SSN OF: - ------------------------ --------------------- 1. Individual The individual 2. Two or more individuals The actual owner of the (joint account) account or, if combined funds, the first individual on the account(1) 3. Custodian account of a minor The minor(2) (Uniform Gift to Minors Act) 4. a. The usual revocable savings The grantor-trustee(1) trust (grantor is also trustee) b. So-called trust account that The actual owner(1) is not a legal or valid trust under state law FOR THIS TYPE OF ACCOUNT GIVE NAME AND EIN OF: - ------------------------ --------------------- 5. Sole proprietorship The owner(3) 6. A valid trust, estate, Legal entity(4) or pension trust 7. Corporate The corporation 8. Association, club, religious, The organization charitable, educational, or other tax-exempt organization 9. Partnership The partnership 10. A broker or registered nominee The broker or nominee 11. Account with the Department of The public entity Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments -6- 1. List first and circle the name of the person whose number you furnish. 2. Circle the minor's name and furnish the minor's SSN. 3. You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your SSN or EIN. 4. List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) NOTE: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. -7- EX-4 5 EXHIBIT 4 - FORM OF TOMBSTONE ADVERTISEMENT This announcement is neither an offer nor a solicitation of an offer to sell Units. Each Offer is being made solely by the Offer to Purchase of High River Limited Partnership dated August 3, 1995, and the related Assignment of Partnership Interest and is not being made to, nor will tenders be accepted from or on behalf of, Unitholders residing in any jurisdiction in which making or accepting the Offer would violate that jurisdiction's laws. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be made on behalf of High River Limited Partnership, if at all, only by one or more registered brokers or dealers licensed under the laws of such jurisdiction. Notice of Offer to Purchase for Cash Up to 6,189 Units of Limited Partnership Interest of MCNEIL PACIFIC INVESTORS FUND 1972 at $110.00 Net Per Unit -------------------- Notice of Offer to Purchase for Cash Up to 8,200 Units of Limited Partnership Interest of MCNEIL REAL ESTATE FUND V, LTD. at $400.00 Net Per Unit ------------------- Notice of Offer to Purchase for Cash Up to 49,577 Units of Limited Partnership Interest of MCNEIL REAL ESTATE FUND IX, LTD. at $143.00 Net Per Unit -------------------- Notice of Offer to Purchase for Cash Up to 60,791 Units of Limited Partnership Interest of MCNEIL REAL ESTATE FUND X, LTD. at $92.00 Net Per Unit --------------------- Notice of Offer to Purchase for Cash Up to 71,916 Units of Limited Partnership Interest of MCNEIL REAL ESTATE FUND XI, LTD. at $63.00 Net Per Unit --------------------- Notice of Offer to Purchase for Cash Up to 38,940 Units of Limited Partnership Interest of MCNEIL REAL ESTATE FUND XIV, LTD. at $95.00 Net Per Unit --------------------- Notice of Offer to Purchase for Cash Up to 46,276 Units of Limited Partnership Interest of MCNEIL REAL ESTATE FUND XV, LTD. at $95.00 Net Per Unit --------------------- Notice of Offer to Purchase for Cash Up to 22,280 Units of Limited Partnership Interest of MCNEIL REAL ESTATE FUND XX, L.P. at $100.00 Net Per Unit ---------------------- Notice of Offer to Purchase for Cash Up to 18,000 Units of Limited Partnership Interest of MCNEIL REAL ESTATE FUND XXIV, L.P. at $150.00 Net Per Unit ---------------------- Notice of Offer to Purchase for Cash Up to 37,755,237 Units of Limited Partnership Interest of MCNEIL REAL ESTATE FUND XXV, L.P. at $0.24 Net Per Unit --------------------- BY HIGH RIVER LIMITED PARTNERSHIP High River Limited Partnership, a Delaware limited partnership (the "Purchaser"), is offering to purchase up to: (i) 6,199 of the outstanding units of limited partnership interest of McNeil Pacific Investors Fund 1972, a California limited partnership ("McNeil Pacific"), held by the unitholders of McNeil Pacific at a purchase price of $110.00 net per unit; (ii) 8,200 of the outstanding units of limited partnership interest of McNeil Real Estate Fund V, Ltd., a California limited partnership ("McNeil V"), held by the unitholders of McNeil V at a purchase price of $400.00 net per unit; (iii) 49,577 of the outstanding units of limited partnership interest of McNeil Real Estate Fund IX, Ltd., a California limited partnership ("McNeil IX"), held by the unitholders of McNeil IX at a purchase price of $143.00 net per unit; (iv) 60,791 of the outstanding units of limited partnership interest of McNeil Real Estate Fund X, Ltd., a California limited partnership ("McNeil X"), held by the unitholders of McNeil X at a purchase price of $92.00 net per unit; (v) 71,916 of the outstanding units of limited partnership interest of McNeil Real Estate Fund XI, Ltd., a California limited partnership ("McNeil XI"), held by the unitholders of McNeil XI at a purchase price of $63.00 net per unit; (vi) 38,940 of the outstanding units of limited partnership interest of McNeil Real Estate Fund XIV, Ltd., a California limited partnership ("McNeil XIV"), held by the unitholders of McNeil XIV at a purchase price of $95.00 net per unit; (vii) 46,276 of the outstanding units of limited partnership interest of McNeil Real Estate Fund XV, Ltd., a California limited partnership ("McNeil XV"), held by the unitholders of McNeil XV at a purchase price of $95.00 net per unit; (viii) 22,280 of the outstanding units of limited partnership interest of McNeil Real Estate Fund XX, L.P., a California limited partnership ("McNeil XX"), held by the unitholders of McNeil XX at a purchase price of $100.00 net per unit; (ix) 18,000 of the outstanding units of limited partnership interest of McNeil Real Estate Fund XXIV, L.P., a California limited partnership ("McNeil XXIV"), held by the unitholders of McNeil XXIV at a purchase price of $150.00 net per unit; and (x) 37,755,237 of the outstanding units of limited partnership interest of McNeil Real Estate Fund XXV, L.P., a California limited partnership ("McNeil XXV"), held by the unitholders of McNeil XXV at a purchase price of $0.24 net per unit (each of McNeil Pacific, McNeil V, McNeil IX, McNeil X, McNeil XI, McNeil XIV, McNeil XV, McNeil XX, McNeil XXIV and McNeil XXV a "Partnership" and collectively, the "Partnerships"), in each case, without interest thereon and less the amount of distributions per Unit, if any, by the respective Partnership from the date hereof until the Expiration Date (as defined below), upon the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase with respect to each Partnership dated August 3, 1995 (each an "Offer to Purchase") and in the related Assignment of Partnership Interest (each of which, together with any supplements or amendments, constitute an "Offer"). Outstanding units of a Partnership are referred to herein as "Units" and the holders of such Units are referred to herein as "Unitholders". - ----------------------------------------------------------------- EACH OFFER, AND THE WITHDRAWAL RIGHTS AND PRORATION PERIOD WITH RESPECT THERETO WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 30, 1995, UNLESS SUCH OFFER IS EXTENDED - ----------------------------------------------------------------- Although the Purchaser is making each Offer for investment purposes, it may, if successful, be in a position, and may later determine to acquire or influence control of the business of each Partnership. Each Offer will expire at 12:00 midnight, New York City time, on Wednesday, August 30, 1995, unless and until the Purchaser, in its sole discretion, shall have extended the period of time for which such Offer is open (such date and time, as extended, the "Expiration Date"). If the Purchaser makes a material change in the terms of an Offer, or if it waives a material condition to an Offer, the Purchaser will extend such Offer and disseminate additional tender offer materials to the extent required by Rules 14d-4(c) and 14d-6(d) under the Securities and Exchange Act of 1934, as amended (the "Act"). The minimum period during which an offer must remain open following any material change in the terms of an Offer, other than a change in price or a change in percentage of securities sought or a change in any dealer's soliciting fee, will depend upon the facts and circumstances, including the materiality of the change. With respect to a change in price or, subject to certain limitations, a change in the percentage of securities sought or a change in any dealer's soliciting fee, a minimum of ten business days from the date of such change is generally required to allow for adequate dissemination to Unitholders. Accordingly, if prior to the Expiration Date, the Purchaser increases (other than increases of not more than two percent of the outstanding Units) or decreases the number of Units being sought, or increases or decreases the consideration offered pursuant to an Offer, and if such Offer is scheduled to expire at any time earlier than the tenth business day from the date that notice of such increase or decrease is first published, sent or given to Unitholders, such Offer will be extended at least until the expiration of such ten business days. For purposes of each Offer, a "business day" means any day other than a Saturday, Sunday or a federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time. The period of time during which each Offer is open may be extended by the Purchaser, at any time and from time to time, by giving oral or written notice of such extension to the Depositary (as defined in the Offer to Purchase) and by making a public announcement thereof. For purposes of each Offer, the Purchaser will be deemed to have accepted for payment pursuant to such Offer, and thereby purchased, validly tendered Units if, as and when the Purchaser gives verbal or written notice to the Depositary of the Purchaser's acceptance of those Units for payment pursuant to such Offer. Tenders of Units made pursuant to each Offer are irrevocable, except that Unitholders who tender their Units in response to such Offer will have the right to withdraw their tendered Units at any time prior to the Expiration Date by sending a written or facsimile transmission notice of withdrawal to the Purchaser specifying the name of the person who tendered the Units to be withdrawn, which notice must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed. In addition, tendered Units may be withdrawn at any time after October 1, 1995, unless the tender has theretofore been accepted for payment as provided above. If tendering Unitholders tender more than the number of Units that the Purchaser seeks to purchase pursuant to an Offer, the Purchaser will take into account the number of Units so tendered and take up and pay for as nearly as may be pro rata, disregarding fractions, according to the number of Units tendered by each tendering Unitholder during the period during which such Offer remains open with appropriate adjustments to avoid purchases that would violate the applicable Partnership Agreement. A request is being made to the Partnerships pursuant to Rule 14d-5 under the Act, for the use of the list of Unitholders for the purpose of disseminating the Offers to Unitholders. Upon compliance by a Partnership with such request, the Tender Offer Documents with respect to such Partnership and, if required, other relevant materials will be mailed to record holders of Units and will be furnished to brokers, banks and similar persons whose names, or whose nominees, appear on the list of Unitholders, or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Units. Each of the Tender Offer Documents (as defined below) contain important information which should be read carefully before any decision is made with respect to such Offer. The terms of each Offer are more fully set forth in the Offer to Purchase with respect to such Offer and the related Assignment of Partnership Interest (the "Tender Offer Documents"). Questions and requests for assistance or requests for copies of each of the Tender Offer Documents may be directed to the Information Agent, as set forth below, and copies will be furnished promptly at the Purchaser's expense. No fees or commissions will be payable to brokers, dealers or other persons for soliciting tenders of Units pursuant to each Offer. Each of the Tender Offer Documents contain terms and conditions, and the information required by Rule 14-6(e)(1)(vii) under the Act, which are incorporated herein by reference. The Information Agent for the Offer is: D.F. KING & CO., INC. 77 Water Street New York, New York 10005 (212) 269-5550 (Collect) or (800) 628-8538 (Toll Free) August 3, 1995 EX-5 6 EXHIBIT 5 - PRESS RELEASE CONTACT: Tina Simms 212/921-3355 FOR IMMEDIATE RELEASE: ICAHN UNIT INITIATES TENDER OFFERS Wednesday, August 2, 1995.....High River Limited Partnership, a Delaware limited partnership controlled by Carl C. Icahn, announced today that it is initiating tender offers for 10 different limited partnerships managed by McNeil Partners, L.P. Details to follow. EX-6 7 EXHIBIT 6 - PRESS RELEASE FOR IMMEDIATE RELEASE Contract: Tina Sims (212) 921-3355 ICAHN UNIT INITIATES TENDER OFFERS August 2, 1995 - High River Limited Partnership, a Delaware limited partnership controlled by Carl C. Icahn, announced today that it is initiating tender offers (the "Offers") for 10 different limited partnerships operated by McNeil Partners L.P., as follows: up to 6,199 units of McNeil Pacific Investors Fund 1972 at a purchase price per unit of $110.00, up to 8,200 units of McNeil Real Estate Fund V, Ltd. at a purchase price per unit of $400.00, up to 49,577 units of McNeil Real Estate Fund IX, Ltd., at a purchase price per unit of $143.00, up to 60,791 units of McNeil Real Estate Fund X, Ltd., at a purchase price per unit of $92.00, up to 71,916 units of McNeil Real Estate Fund XI, Ltd., at a purchase price per unit of $63.00, up to 38,940 units of McNeil Real Estate Fund XIV, Ltd., at a purchase price per unit of $95.00, up to 46,276 units of McNeil Real Estate Fund XV, Ltd., at a purchase price per unit of $95.00, up to 22,280 units of McNeil Real Estate Fund XX, Ltd., at a purchase price per unit of $100.00, up to 18,000 units of McNeil Real Estate Fund XXIV, Ltd., at a purchase price per unit of $150.00, up to 37,355,237 units of McNeil Real Estate Fund XXV, Ltd., at a purchase price per unit of $0.24. Each of such entities is a California limited partnership. The Offers are not subject to financing. -----END PRIVACY-ENHANCED MESSAGE-----