0000921749-95-000126.txt : 19950919 0000921749-95-000126.hdr.sgml : 19950919 ACCESSION NUMBER: 0000921749-95-000126 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950918 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: 95574482 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. 13)* 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. 13 TO SCHEDULE 14D-1 This Amendment No. 13 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 and Amendment No. 12 filed with the Commission on September 15, 1995. All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Offer to Purchase dated August 3, 1995, as amended and supplemented from time to time (the "Offer to Purchase") and the related Assignment of Partnership Interest, as amended through August 7, 1995 (collectively with the Offer to Purchase, the "Offer"). Item 3. Past Contacts, Transactions or Negotiations With the Subject Company Item 3(b) is hereby amended to add the following: (b) The information set forth in Exhibits 27 and 28 attached hereto is incorporated herein by reference. Item 10. Additional Information Item 10(f) is hereby amended to add the following: (f) The information set forth in Exhibit 26 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 26 Press release dated September 18, 1995 (g) Exhibit 27 Letter Agreement dated September 15, 1995 by and among High River, Carl C. Icahn and McNeil Partners, L.P. Exhibit 28 Letter Agreement dated September 17, 1995 by and among High River, Carl C. Icahn and McNeil Partners, L.P. SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 18, 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 Carl C. Icahn By: /s/ Theodore Altman Theodore Altman as Attorney-in-fact [Signature Page for Amendment No. 13 to McNeil Pacific Investors Fund 1972 Schedule 14D-1] EXHIBIT INDEX Page Number ----------- Exhibit 26 Press Release dated September 18, 1995 Exhibit 27 Letter Agreement dated September 15, 1995 by and among High River, Carl C. Icahn and McNeil Partners, L.P. Exhibit 28 Letter Agreement dated September 17, 1995 by and among High River, Carl C. Icahn and McNeil Partners, L.P. EX-20 2 CONTACT: D.F. KING & CO., INC. The Herman Group, Inc. (800) 628-8538 (800) 658-2007 FOR IMMEDIATE RELEASE HIGH RIVER TENDER OFFERS FOR McNEIL LIMITED PARTNERSHIPS EXTENDED Dallas, Texas and New York, New York, September 18, 1995--High River Limited Partnership ("High River") announced today that it has extended the expiration date of its tender offers (the "Tender Offers") for units of limited partnership interest ("Units") in each of McNeil Pacific Investors Fund 1972 ("MPIF"), McNeil Real Estate Fund V, Ltd. ("MREF V"), McNeil Real Estate Fund IX, Ltd. ("MREF IX"), McNeil Real Estate Fund X, Ltd. ("MREF X"), McNeil Real Estate Fund XI, Ltd. ("MREF XI"), McNeil Real Estate Fund XIV, Ltd. ("MREF XIV"), McNeil Real Estate Fund XV, Ltd. ("MREF XV"), McNeil Real Estate Fund XX, L.P. ("MREF XX"), McNeil Real Estate Fund XXIV, L.P. ("MREF XXIV") and McNeil Real Estate Fund XXV, L.P. ("MREF XXV") (collectively, the "Partnerships") until 12:00 midnight, New York City time, October 2, 1995. High River and McNeil Partners, L.P., the general partner of each of the Partnerships ("McNeil Partners"), are currently engaged in settlement discussions which, among other things, may result in settlement of litigation with respect to the Tender Offers. No assurance can be given as to the outcome of those settlement discussions. As of September 15, 1995, approximately 26 Units of MPIF, 0 Units of MREF V, 446 Units of MREF IX, 495 Units of MREF X, 530.33 Units of MREF XI, 480 Units of MREF XIV, 579 Units of MREF XV, 255.8 Units of MREF XX, 9,322 Units of MREF XXIV and 223,152 Units of MREF XXV had been tendered to the depositary pursuant to the terms of the Tender Offer. The Tender Offers are being made pursuant to the Offers to Purchase dated August 3, 1995, as amended and supplemented. EX-10 3 HIGH RIVER LIMITED PARTNERSHIP September 15, 1995 Robert A. McNeil Carole J. McNeil McNeil Partners, L.P. 13760 Noel Road, Suite 700 Dallas, Texas 75240 Dear Mr. and Mrs. McNeil: Reference is made to the letter agreement among the undersigned and McNeil Partners, L.P. dated August 24, 1995, as amended (the "August 24th Letter Agree- ment"). Capitalized term used but not defined herein shall have the meanings ascribed to them in the August 24th Letter Agreement. The parties to this letter agreement hereby agree that, except as otherwise hereafter agreed in writing by the such parties: 1. The August 24th Letter Agreement is hereby amended by substituting "September 18, 1995" for "Septem- ber 12, 1995" in paragraphs 1, 2, 3, 5 and 6 of such August 24th Letter Agreement. 2. McNeil Partners shall have the absolute right, from time to time through 12 o'clock noon on September 18, 1995, to require High River to extend, and upon receipt of written notice from McNeil Partners, High River shall unconditionally extend, the expiration date of the Offers to Purchase and High River shall, upon receipt of such notice, issue a press release no later than the next business day announcing such extension; provided, however, under no circumstances shall McNeil Partners have the right to require High River to extend the expiration date of the Offers to Purchase beyond October 2, 1995. 3. Each party to this letter agreement represents and warrants to the other party that during the period commencing upon the termination of its obligations under Paragraphs 1, 2, 3, 5 and 6 of the August 24th Letter Agreement (the "Obligations") and ending upon the execu- tion of this letter agreement, it has not done any act which would have violated the Obligations had they been in effect at that time. 4. Notwithstanding Paragraph 5 of the August 24th Letter Agreement, McNeil Partners may, in its discretion, mail or cause to be mailed to limited partners of the Partnerships, the attached press release. 5. Nothing in this letter agreement shall be deemed to be, or shall be, a waiver by either party to this letter agreement of the respective rights under the August 24th Letter Agreement. If the foregoing is acceptable to you, please so indicate by executing this letter in the space provided below. Very truly yours, High River Limited Partnership By: Riverdale Investors Corp., Inc. /s/By Marc Weitzen /s/Carl C. Icahn by Marc Weitzen Carl C. Icahn Agreed and Accepted McNeil Partners, L.P. By: McNeil Investors, Inc. /s/Robert A. McNeil by Patrick Foye Robert A. McNeil Chairman /s/Carole J. McNeil by Patrick Foye Carole J. McNeil Co-Chairman CONTACT: D.F. King & Co., Inc. The Herman Group, Inc. (800) 628-8538 (800) 658-2007 FOR IMMEDIATE RELEASE HIGH RIVER TENDER OFFERS FOR McNEIL LIMITED PARTNERSHIPS EXTENDED Dallas, Texas and New York, New York, September 18, 1995--High River Limited Partnership announced today that it has extended the expiration date of its tender offers (the "Tender Offers") for units of limited partner- ship interest in each of McNeil Pacific Investors Fund 1972, McNeil Real Estate Fund V, Ltd., McNeil Real Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd., McNeil Real Estate Fund XI, Ltd., McNeil Real Estate Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund XX, L.P., McNeil Real Estate Fund XXIV, L.P. and McNeil Real Estate Fund XXV, L.P. (collectively, the "Partner- ships") until 12:00 midnight, New York City time, on Octo- ber 2, 1995. High River and McNeil Partners, L.P., the general partner of each of the Partnerships ("McNeil Partners"), are currently engaged in settlement discussions which, among other things, may result in settlement of litigation with respect to the Tender Offers. No assurance can be given as to the outcome of those discussions. The Tender Offers are being made pursuant to the Offers to Purchase dated August 3, 1995, as amended and supplemented. EX-10 4 McNeil Partners, L.P. 13760 Noel Road, Suite 700 Dallas, TX 75240 September 17, 1995 PERSONAL AND CONFIDENTIAL Carl C. Icahn High River Limited Partnership 90 South Bedford Road Mt. Kisco, New York 10549 Reference is made to that certain Letter Agreement dated August 24, 1995 among High River Limited Partnership ("High River"), Carl C. Icahn and McNeil Partners, L.P. ("McNeil Partners") (the "August 24 Letter Agreement"), as amended by those certain Letter Agree- ments dated September 7, 1995, September 12, 1995 and September 15, 1995 (the "September 15 Letter Agreement") among High River, Carl C. Icahn and McNeil Partners. Pursuant to paragraph 2 of the September 15 Letter Agreement, McNeil Partners hereby directs High River to extend each of the expiration dates of the Offers to Purchase (as defined in the August 24 Letter Agreement) until October 2, 1995. As you know, pursuant to paragraph 2 of the September 15 Letter Agreement, High River is required to issue a press release announcing such extensions no later than tomorrow. Sincerely, McNeil Partners, L.P. By: McNeil Investors, Inc., its general partner By: /s/Donald K. Reed Donald K. Reed President