-----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, BKHzCiHpHT6JjADcjek9+54rTqFxwqgNCeK8IuYtBMkzLFRZTC4sVPiXj1iMajCN UBgM6jGn88oNB8vTB2/ong== 0000950110-96-001489.txt : 19961126 0000950110-96-001489.hdr.sgml : 19961126 ACCESSION NUMBER: 0000950110-96-001489 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961125 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: 96671933 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 AMEND. #6 TO SCHEDULE 14D-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. 6) and Amendment No. 9 to Schedule 13D 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 Valuation*: $2,928,715 Amount of filing fee: $586 ----------------------------------------------------------------- * For purposes of calculating the filing fee only. This amount assumes the purchase of 13,045.50 Units of the Partnership (consisting of all outstanding Units other than Units owned by the Bidder and its affiliate) at $224.50 in cash per Unit. The amount of the filing fee, calculated in accordance with Rule 0-11u(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: $586 Form or Registration No.: Schedule 14D-1 Filing Party: High River Limited Partnership, Riverdale LLC, Unicorn Associates Corporation and Carl C. Icahn Dated Filed: September 20, 1996 * 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. AMENDMENT NO 6. TO SCHEDULE 14D-1 This Amendment No. 6 amends the Tender Offer Statement on Schedule 14D-1 filed with the Commission on September 20, 1996 (the "Schedule 14D-1") by High River Limited Partnership, a Delaware limited partnership (the "Purchaser"), Riverdale LLC, a New York limited liability company, Unicorn Associates Corporation, a New York corporation ("Unicorn"), and Carl C. Icahn (collectively, the "Reporting Persons") relating to the tender offer by the Purchaser to purchase any and all limited partnership units (the "Units") of McNeil Pacific Investors Fund 1972, a California limited partnership, other than Units owned by the Purchaser and Unicorn, at a purchase price of $224.50 per Unit, net to the seller in cash, without interest, less the amount of distributions per Unit, if any, declared or made by the Partnership between August 15, 1996 and the date of payment of the Purchase Price by the Purchaser, upon the terms and subject to the Offer to Purchase dated September 20, 1996 (the "Offer to Purchase") and in the related Assignment of Partnership Interest, as each may be supplemented and amended from time to time (which together constitute the "Offer"), to include the information set forth below. This Amendment also constitutes Amendment No. 9 to the Schedule 13D filed by the Reporting Persons on November 13, 1995, as amended by Amendment Nos. 1 through 8 thereto filed on May 24, 1996, August 5, 1996, September 20, 1996, September 25, 1996, October 9, 1996, October 21, 1996, November 1, 1996 and November 14, 1996, respectively. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Schedule 14D-1 and the Offer to Purchase. Item 10. Additional Information. Item 10(f) is hereby supplemented and amended as follows: The information set forth in Exhibit 30 attached hereto is incorporated herein by reference. Item 11. Materials to Be Filed as Exhibits. Item 11 is hereby supplemented and amended to add the following: (c) Exhibit 30. Press Release dated November 25, 1996. SIGNATURES After reasonable 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: November 25, 1996 HIGH RIVER LIMITED PARTNERSHIP By: Riverdale LLC, General Partner and RIVERDALE LLC By: /s/ ROBERT J. MITCHELL ------------------------------------- Robert J. Mitchell Title: Manager, Vice President and Treasurer /s/ THEODORE ALTMAN ------------------------------------- Carl C. Icahn By: Theodore Altman as Attorney-in-fact UNICORN ASSOCIATES CORPORATION By: /s/ EDWARD MATTNER ------------------------------------- Edward Mattner Title: President [Signature Page for Amendment No. 6 to McNeil Pacific Investors Fund 1972 Schedule 14D-1 and Amendment No. 9 to Schedule 13D; Amendment No. 6 to McNeil Real Estate Fund IX, Ltd. Schedule 14D-1 and Amendment No. 10 to Schedule 13D; Amendment No. 6 to McNeil Real Estate Fund X, Ltd. Schedule 14D-1 and Amendment No. 11 to Schedule 13D; Amendment No. 6 to McNeil Real Estate Fund XI, Ltd. Schedule 14D-1 and Amendment No. 10 to Schedule 13D; Amendment No. 6 to McNeil Real Estate Fund XIV, Ltd. Schedule 14D-1 and Amendment No. 12 to Schedule 13D] EXHIBIT INDEX Page Number ----------- Exhibit 30. Press Release dated November 25, 1996. EX-99.30 2 PRESS RELEASE EXHIBIT 30 FOR IMMEDIATE RELEASE Contact: Beacon Hill Partners, Inc. (212) 843-8500 FOR IMMEDIATE RELEASE: HIGH RIVER ACCEPTS UNITS TENDERED PURSUANT TO ITS TENDER OFFERS FOR McNEIL LIMITED PARTNERSHIPS New York, New York, November 25, 1996. . . . 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 and not validly withdrawn pursuant to its tender offers (the "Tender Offers") for Units in each of McNeil Pacific Investors Fund 1972, 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., McNeil Real Estate Fund XXVI, L.P. and McNeil Real Estate Fund XXVII, L.P., and has so instructed IBJ Schroder Bank & Trust Company, the Depositary for the Tender Offers. The preliminary count of Units tendered and not validly withdrawn is as set forth below: APPROXIMATE NUMBER OF UNITS APPROXIMATE TENDERED AND NOT PERCENTAGE OF PARTNERSHIP WITHDRAWN OUTSTANDING UNITS McNeil Pacific Investors 1972 982 7.1% McNeil Real Estate Fund IX, Ltd. 4,979 4.5% McNeil Real Estate Fund X, Ltd. 4,527 3.4% McNeil Real Estate Fund XI, Ltd. 9,275 5.8% McNeil Real Estate Fund XIV, Ltd. 3,020 3.5% McNeil Real Estate Fund XV, Ltd. 3,595 3.5% McNeil Real Estate Fund XX, L.P. 1,955.2 3.9% McNeil Real Estate Fund XXIV, L.P. 3,232 8.1% McNeil Real Estate Fund XXV, L.P. 2,121,210 2.5% McNeil Real Estate Fund XXVI, L.P. 895,380 1.0% McNeil Real Estate Fund XXVII, L.P. 154,603 2.9% -----END PRIVACY-ENHANCED MESSAGE-----