-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RreUuNKh093YSKOJCl1UAfLNsfGqCBuxIDOlKyUDuH5m7jbxpdkgeAtCHcozUmWX FjAvXJuv7IepMWQSdEZ3xg== 0000921749-95-000183.txt : 19951013 0000921749-95-000183.hdr.sgml : 19951013 ACCESSION NUMBER: 0000921749-95-000183 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951012 SROS: NONE GROUP MEMBERS: HIGH RIVER LIMITED PARTNERSHIP GROUP MEMBERS: ICAHN CARL C ET AL GROUP MEMBERS: RIVERDALE INVESTORS CORP., INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCNEIL 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39620 FILM NUMBER: 95580191 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/A BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 SC 14D1/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 19)* 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) 582568 87 9 (CUSIP Number of Class of Securities) Keith L. Schaitkin, Esq. Gordon Altman Butowsky Weitzen Shalov & Wein 114 West 47th Street, 20th Floor New York, New York 10036 (212) 626-0800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) Calculation of Filing Fee - ------------------------------------------------------------------- Transaction Amount of filing fee: $136.16 Valuation*: $680,790 - ------------------------------------------------------------------- * For purposes of calculating the fee only. This amount assumes the purchase of 6,189 units of limited partnership interest (the "Units") of the subject partnership for $110.00 per Unit. The amount of the filing fee, calculated in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the aggregate of the cash offered by the bidder. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $136.16 Form or Registration No.: Schedule 14D-1, dated August 3, 1995 Filing Party: High River Limited Partnership & Carl C. Icahn Date Filed: August 4, 1995 *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). AMENDMENT NO. 19 TO SCHEDULE 14D-1 This Amendment No. 19 to Schedule 14D-1 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed by High River Limited Partnership, a Delaware limited partnership ("High River"), Riverdale Investors Corp., Inc., a Delaware corporation ("Riverdale"), and Carl C. Icahn, a citizen of the United States (collectively, the "Reporting Persons") with the U.S. Securities and Exchange Commission (the "Commission") on August 4, 1995, as amended by Amendment No. 1 filed with the Commission on August 9, 1995, Amendment No. 2 filed with the Commission on August 14, 1995, Amendment No. 3 filed with the Commission on August 18, 1995, Amendment No. 4 filed with the Commission on August 21, 1995, Amendment No. 5 filed with the Commission on August 22, 1995, Amendment No. 6 filed with the Commission on August 25, 1995, Amendment No. 7 filed with the Commission on August 31, 1995, Amendment No. 8 filed with the Commission on September 7, 1995, Amendment No. 9 filed with the Commission on September 8, 1995, Amendment No. 10 filed with the Commission on September 12, 1995, Amendment No. 11 filed with the Commission on September 15, 1995, Amendment No. 12 filed with the Commission on September 15, 1995, Amendment No. 13 filed with the Commission on September 18, 1995 Amendment No. 14 filed with the Commission on September 28, 1995, Amendment No. 15 filed with the Commission on September 29, 1995 Amendment No. 16 filed with the Commission on October 2, 1995, Amendment No. 17 filed with the Commission on October 2, 1995 and Amendment No. 18 filed with the Commission on October 11, 1995. All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Offer to Purchase dated August 3, 1995, as amended and supplemented from time to time (the "Offer to Purchase") and the related Assignment of Partnership Interest (collectively with the Offer to Purchase, the "Offer"). Item 10. Additional Information Item 10(f) is hereby amended to add the following: (f) The information set forth in Exhibit 36 and Exhibit 37 attached hereto 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 36 Press release dated October 12, 1995 (b) Exhibit 37 Press release dated October 12, 1995 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: October 12, 1995 HIGH RIVER LIMITED PARTNERSHIP By: Riverdale Investors Corp., Inc. Title: General Partner By: /s/ Edward E. Mattner Edward E. Mattner Title: President RIVERDALE INVESTORS CORP., INC. By: /s/ Edward E. Mattner Edward E. Mattner Title: President /s/ Theodore Altman Carl C. Icahn By: Theodore Altman as Attorney-in-fact [Signature Page for Amendment No. 19 to McNeil Pacific Investors Fund 1972 Schedule 14D-1] EXHIBIT INDEX Page Number ----------- Exhibit 36 Press Release dated October 12, 1995 Exhibit 37 Press Release dated October 12, 1995 EX-20 2 CONTACT: Tina Simms (212) 921-3355 FOR IMMEDIATE RELEASE: HIGH RIVER TENDER OFFERS FOR INTERESTS IN McNEIL LIMITED PARTNERSHIPS HAVE EXPIRED New York, New York, October 12, 1995......High River Limited Partnership ("High River"), an affiliate of Carl C. Icahn, announced the results of its tender offers (the "Tender Offers") for units of limited partnership interest ("Units") in ten limited partnerships controlled by Robert A. McNeil. The results, which are set forth in the table below, are based on preliminary information furnished by the depositary for the Tender Offers. A spokesman for High River stated that it was extremely pleased with the results of its Tender Offers. High River received tenders ranging from 38% to 3% of the outstanding Units in the various Partnerships in spite of the efforts of the Partnerships' general partner ("McNeil"). The spokesman noted that McNeil strongly opposed the Tender Offers, made extensive efforts to induce limited partners not to tender and circulated withdrawal forms which appear to have confused a number of limited partners. Among other things, McNeil told limited partners repeatedly that it and others were contemplating making competing tender offers. These competing offers, however, never materialized. Additionally, McNeil told limited partners they should not tender because the Partnerships would be required to start liquidating in 1998 and 1999. In contrast, however, McNeil has disclosed elsewhere that it expects to hold the Partnerships' properties for an unspecified time until the real estate market and Partnerships' investments improve, but cautioned that there could be no assurance that property values would increase over an extended period of time. SEE NEXT PAGE APPROXIMATE NUMBER OF APPROXIMATE UNITS TENDERED PERCENTAGE AND NOT OF OUTSTANDING PARTNERSHIP WITHDRAWN UNITS McNeil Pacific Investors Fund 1972 530 4% McNeil Real Estate Fund V, LTD. 608 3% McNeil Real Estate Fund IX, LTD. 7,524 7% McNeil Real Estate Fund X, LTD. 5,010 4% McNeil Real Estate Fund XI, LTD. 10,526 7% McNeil Real Estate Fund XIV, LTD. 9,428 11% McNeil Real Estate Fund XV, LTD. 10,703 10% McNeil Real Estate Fund XX, L.P. 5,883 12% McNeil Real Estate Fund XXIV, L.P. 15,072 38% McNeil Real Estate Fund XXV, L.P. 4,259,342 5% -end- EX-20 3 CONTACT: Tina Simms (212) 921-3355 FOR IMMEDIATE RELEASE: HIGH RIVER ACCEPTS UNITS TENDERED PURSUANT TO ITS TENDER OFFERS FOR McNEIL LIMITED PARTNERSHIPS New York, New York, October 12, 1995......High River Limited Partnership ("High River"), an affiliate of Carl C. Icahn, announced today that it has accepted for payment all units of limited partnership interest ("Units") properly tendered pursuant to its tender offers (the "Tender Offers") for Units in each of McNeil Pacific Investors Fund 1972, McNeil Real Estate Fund V, Ltd., McNeil Real Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd., McNeil Real Estate Fund XI, Ltd., McNeil Real Estate Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund XX, L.P., McNeil Real Estate Fund XXIV, L.P., and McNeil Real Estate Fund XXV, L.P., and has so instructed IBJ Schroder Bank & Trust Company, the Depositary for the Tender Offers. As previously announced, the preliminary count of Units tendered and not withdrawn is as set forth below: APPROXIMATE NUMBER OF APPROXIMATE UNITS TENDERED PERCENTAGE AND NOT OF OUTSTANDING PARTNERSHIP WITHDRAWN UNITS McNeil Pacific Investors Fund 1972 530 4% McNeil Real Estate Fund V, LTD. 608 3% McNeil Real Estate Fund IX, LTD. 7,524 7% McNeil Real Estate Fund X, LTD. 5,010 4% McNeil Real Estate Fund XI, LTD. 10,526 7% McNeil Real Estate Fund XIV, LTD. 9,428 11% McNeil Real Estate Fund XV, LTD. 10,703 10% McNeil Real Estate Fund XX, L.P. 5,883 12% McNeil Real Estate Fund XXIV, L.P. 15,072 38% McNeil Real Estate Fund XXV, L.P. 4,259,342 5% -end- -----END PRIVACY-ENHANCED MESSAGE-----