0000950110-95-000603.txt : 19950815 0000950110-95-000603.hdr.sgml : 19950815 ACCESSION NUMBER: 0000950110-95-000603 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950814 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39620 FILM NUMBER: 95563741 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 SC 14D1/A 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. 2)* 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 -------------------------------------------------------------------------------- * 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 Dated Filed: August 4, 1995 and August 9, 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. 2 TO SCHEDULE 14D-1 This Amendment No. 2 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 (collectively, the "Reporting Persons") with the U.S. Securities and Exchange Commission (the "Commission") on August 3, 1995, as amended by Amendment No. 1 filed with the Commission on August 9, 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 through August 7, 1995 (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 10. Additional Information. Item 10(e) is hereby amended to add the following: (e) The information set forth in the Press Release, dated August 14, 1995 (regarding an action commenced on August 10, 1995), a copy of which is attached hereto as Exhibit 10, is incorporated herein by reference. Item 11. Materials to be Filed as Exhibits. The following document is filed as an exhibit to this Schedule 14D-1: (a) Exhibit 10 Press Release dated August 14, 1995, regarding the Offer 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 14, 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 Amendment No. 2 to McNeil Pacific Investors Fund 1972 Schedule 14D-1] EXHIBIT INDEX Page Number ----------- Exhibit 10 Press Release dated August 14, 1995, regarding the Offer EX-10 2 PRESS RELEASE FOR IMMEDIATE RELEASE Contact: Tina Simms (212) 921-3355 ICAHN UNIT GRANTED PRELIMINARY INJUNCTION August 14, 1995--High River Limited Partnership ("High River"), a Delaware limited partnership controlled by Carl C. Icahn, announced that the United States District Court for the Southern District of New York issued a preliminary injunction in an action filed there by High River against McNeil Partners L.P., McNeil Investors Inc., Robert A. McNeil, Carole A. McNeil (the "McNeils") and 10 limited partnerships operated by McNeil Partners L.P. (the "Partnerships"). High River is currently making tender offers for each of the Partnerships. The Court ruled: "This court finds that High River and the limited partners have been, and are being, irreparably harmed by defendants' failure timely to furnish the limited partner lists or mail the tender offer materials to the limited partners. Time is of the essence in a tender offer. . . . In the instant action, defendants are depriving plaintiff of its opportunity to tender and are depriving the limited partners of their opportunity to consider whether to sell their units as contemplated by the tender offer rules. The court further finds that plaintiff has a likelihood of success on the merits. Regulation 14d-5 is clear in its requirements, and plaintiff appears likely to be able to demonstrate the defendants violated the provisions of that regulation. Accordingly, the requested injuction is granted, and defendants are hereby ordered to provide High River with a list of the names and addresses or the limited partners of the partnerships or to make a commitment to mail High River's tender offer materials on behalf of High River or cause them to be mailed by Monday, August 14, 1995." The Partnerships are 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., McNeil Real Estate Fund XXV, L.P. Each offer, withdrawal rights and proration period will expire at 12:00 midnight, New York City time, on August 31, 1995, unless the offer is extended.